TCR_Public/090327.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 27, 2009, Vol. 13, No. 85

                            Headlines


1031 TAX: Trustee Sues Boulder For Ignoring Fraud
1837 TENNVADA: Voluntary Chapter 11 Case Summary
955 ROUTE: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: BowFin Extends Exchange Offer to March 27
ABITIBIBOWATER INC: Confirms TSX Delisting Review

ABITIBIBOWATER INC: Provides Update on Filing of Annual Report
ACTIVE WALLACE: Section 341(a) Meeting Slated for April 30
AGILENT TECHNOLOGIES: Will Lay Off 2,700 Electronics Employees
ASBURY AUTOMOTIVE: In "Downward Momentum, Cut by Moody's to 'B2'
AUCTION RATE: S&P Downgrades Ratings on $50 Mil. Certs. to 'BB-'

AUTO SHOWCASE: Voluntary Chapter 11 Case Summary
B&B COMPANIES: Voluntary Chapter 11 Case Summary
BANK OF AMERICA: Moody's Cuts Preferred Stock Rating to 'B3'
BEARD CO: Reports $1.5MM Gain on Sale of China Fertilizer Unit
BENCO DELIVERY: Voluntary Chapter 11 Case Summary

BI-LO LLC: Refinancing Woes Cued Chapter 11 Filing
BLOCKBUSTER INC: Delays Annual Report to Close Talks With Lenders
BLOCKBUSTER INC: Diamondback, et al., Disclose Equity Stake
BLOCKBUSTER INC: Seeks to Extend JPMorgan Credit Facility
BLUE MOON MOTEL: Voluntary Chapter 11 Case Summary

BOSTON SCIENTIFIC: S&P Holds 'BB+' Rating; Gives Positive Outlook
BWAY CORPORATION: Moody's Assigns 'B3' Rating on Senior Notes
CABLEVISIONS SYSTEM: Finalizes Expiration of Cash Tender Offers
CALTEX HOLDINGS: In Ch. 11 for Quick Sale of Equipment and Metals
CALTEX HOLDINGS: Wants Access to NewStar Cash Collateral

CALTEX HOLDINGS: Wants to Sell Property to Bennington for $20MM
CAMBRIDGE MORTGAGE: Voluntary Chapter 11 Case Summary
CHARLIE'S FOODS: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: Fate to be Decided by Auto Task Force By March 31
CHRYSLER LLC: Seeks to Recover Tooling From Precision Parts

CINRAM INTERNATIONAL: S&P Junks Corporate Credit Rating From 'B'
CMJ ENTEPRISES: Voluntary Chapter 11 Case Summary
COEUR D'ALENE: Vitale Takes Bogert's Seat on Board Following Exit
CONNECTICUT STAMPING: Voluntary Chapter 11 Case Summary
CONSTELLATION BRANDS: To Use Sale Proceeds to Pay Off $210M Debt

CORDIA CORP: Inks $1.2MM Factoring Agreement with Thermo Credit
COTT CORPORATION: Moody's Retains 'Caa1' Corporate Family Rating
CRUSADER ENERGY: Defers $833,000 Installment on Bank Debt
CTI FOODS: S&P Gives Negative Outlook; Affirms 'B' Rating
DAMMAN PROPERTIES: Voluntary Chapter 11 Case Summary

DANA HOLDING: 2008 Sales Down $626MM from 2007's
DFI PROCEEDS: Files Disclosure Statement; April 15 DS Hearing Set
DIEBOLD INC: CFO K. Krakora Resigns As Regulators Probe Books
DOLE FOOD: S&P Gives Negative Outlook; Keeps 'B-' Rating
DORAL FINANCIAL: Voluntary Chapter 11 Case Summary

EAU TECHNOLOGIES: Obtains Sept. 16 Extension of $3.3-Mil. Note
FORD MOTOR: In Preliminary Talks for Sale of Volvo
FORD MOTOR: Names R. Gephardt & A. Earley to Board of Directors
FOSS MANUFACTURING: Stephen Foss Settles Creditors' Lawsuit
GATEWAY ETHANOL: Court OKs Increase of Loan Amount to $5.7 Million

GENERAL MOTORS: 7,600 U.S. Factory Workers to Voluntarily Resign
GENERAL MOTORS: Auto Team Expected to Decide on Fate By March 31
GETRAG TRANSMISSION: Tipton County Files $14.1-Mil. Claim
HALO TECHNOLOGY: Court to Hear Chapter 11 Plan Outline on April 4
INLET RETAIL: Wants to Hire Ivan Nossokoff as Bankruptcy Counsel

INSIGNIA VESSEL: Moody's Reviews 'B2' Corporate Family Rating
INVESTMENT REALTY: Voluntary Chapter 11 Case Summary
JOHN SOTIRKOS: Voluntary Chapter 11 Case Summary
LANIER HEALTH: S&P Downgrades Rating on $12.7 Mil. Bonds to 'BB-'
LAS VEGAS CASINO: Files for Chapter 11 Bankruptcy Protection

LAS VEGAS SANDS: Plans Debt Buyback, To Talk With Chinese Groups
LAS VEGAS SANDS: Loan Amendment Won't Affect Moody's 'B3' Rating
LEHMAN BROTHERS: Court Approves Repurchase Deal with Bank Unit
LEHMAN BROTHERS: Investors File Suit to Recoup $1.5 Million
LEHMAN BROTHERS: MAC Hikes Bid for Sikorsky Chopper to $3.1 Mil.

LEHMAN BROTHERS: Seeks to Transfer Entegra Account to Barclays
LIGHTHOUSE INTERACTIVE: Shut & Declared Bankrupt, Says Report
LOGAN'S ROADHOUSE: Moody's Affirms 'B2' Corporate Family Rating
MAGNA ENTERTAINMENT: Won't File 10Ks & 10Qs While in Bankruptcy
MANALAPAN RETAIL: Wants to Hire Heilbrunn Pape as Special Counsel

MANALAPAN RETAIL: Wants Rabinowitz Lubetkin as Bankruptcy Counsel
MANITOWOC COMPANY: Moody's Cuts Corp. Family Rating to 'Ba3'
MERUELO MADDUX: Case Summary & Six Largest Unsecured Creditors
MGM MIRAGE: Hires Weil Gotshal as Bankruptcy Counsel
MICHAEL VICK: Faces Suit for Misuse of Workers' Pension Funds

MICHEAL VILLINES: Voluntary Chapter 11 Case Summary
MILLAR WESTERN: S&P Gives Negative Outlook; Affirms 'B-' Rating
MONACO COACH: Files 2nd Interim Plea for Use of Cash Collateral
MONACO COACH: Lenders Oppose Sale of Manufacturing Operations
MONACO COACH: Signs Non-Binding LOI to Sell RV Unit to Navistar

MONACO COACH: U.S. Trustee Forms Seven-Member Creditors Committee
MONEYGRAM INTERNATIONAL: David Parrin Steps Down as CFO
MORIN BRICK: Sale of All Assets to Hillcrest Management Approved
MERUELO MADDUX: Files Chapter 11 to Restructure Debt
MUELLER PALLETS: Voluntary Chapter 11 Case Summary

NATIONAL AMUSEMENTS: Starts Auction of Movie Theater Assets
NAVISTAR INT'L: Signs Non-Binding LOI to Buy Monaco Coach RV Unit
NCP MARKETING: High Court Refuses to Hear Trademark Dispute
NEXIA HOLDINGS: Discloses Stock-Swap Deals With 3 Parties
NORTHEAST BIOFUELS: Wins Court Nod on April 23 Auction for Assets

NVIDIA CORP: S&P Affirms Corporate Credit Rating at 'BB-'
OSI RESTAURANT: Closes Cash Offer for $240-Mil. Senior Notes
PENSKE AUTOMOTIVE: Moody's Downgrades Corp. Family Rating to 'B2'
PHILIP MARTIN: Wants to Hire Irvin Grodsky as Bankruptcy Counsel
PIONEER NATURAL: Moody's Affirms 'Ba1' Corporate Family Rating

POINTE LUCK: Creditors Have Until July 21 to File Proofs of Claim
POINTE LUCK: Creditors Meeting Set for April 24 in New Hampshire
POLAROID CORP: Lenders Say Terms of Sale to Benefit Insiders
POWER EFFICIENCY: Hires Curhan to Expanded Board of Directors
PREBUL AUTO: Infiniti and Volvo Dealerships Sold for $500,000

PRECISION PARTS: Chrysler Seeks to Recover Tooling
PRS II LLC: Court Extends Schedules Filing Deadline until April 1
RENE SERRANO: Voluntary Chapter 11 Case Summary
ROBERT ACOSTA: Voluntary Chapter 11 Case Summary
S&K FAMOUS: Rivercity Branch to Close; To Get $13-Mil. DIP Loan

SENSUS METERING: Moody's Affirms 'B2' Corporate Family Rating
SHAW COMMUNICATIONS: Moody's Rates C$600 Mil. Senior Unsec. Notes
SMURFIT-STONE: Wants Schedules Filing Deadline Moved to April 6
SMURFIT-STONE: Gets Court Nod to Raise DIP Loan to $750 Million
SMURFIT-STONE: Calpine Corrugated Can Use Collateral Until 2010

SMURFIT-STONE: Seeks to Employ Levin Group as Financial Advisor
SMURFIT-STONE: To Employ Hewitt as Compensation Consultant
SMURFIT-STONE: S&P Revises Recovery Ratings on $750-Mil DIP Loan
SONIC AUTOMOTIVE: Moody's Downgrades Corp. Family Rating to 'B1'
SPANSION INC: Court Approves Latham & Watkins Engagement

STANDARD MOTOR: Moody's Downgrades Default Rating to 'Ca'
STANDARD MOTOR: S&P Downgrades Corporate Credit Rating to 'CC'
STAR TRIBUNE: To Transfer Direct-Mail Assets to Impact Mailing
STO INDUSTRIES: Voluntary Chapter 11 Case Summary
TAPESTRY PHARMA: Voluntary Chapter 11 Case Summary

TENET HEALTHCARE: Moody's Assigns 'Ba3' Rating on $1.4 Bil. Notes
TRINITY FAITH: Voluntary Chapter 11 Case Summary
TRONOX INC: Equity Committee Seeks to Retain Pillsbury Winthrop
TROPICANA ENTERTAINMENT: May Emerge From Bankruptcy in April
TUBE BENDS: Voluntary Chapter 11 Case Summary

UNIGENE LABORATORIES: Revenue Decreased $1.19 Million in 2008
UNIVERSITY STANDING: Voluntary Chapter 11 Case Summary
WARRIACH INC: Voluntary Chapter 11 Case Summary
WASHINGTON MUTUAL: JPMorgan Sues FDIC Over Disputed Assets
WASHINGTON MUTUAL: Sues FDIC Over Disallowance of $13-Bil. Claim

WELLS FARGO: Moody's Downgrades Preferred Stock Rating to 'B2'

* Democrats Seek to Curb Credit Card Charges for Bankrupt Users
* Treasury Unveils Public-Private Investment Partnership Plan
* Solutions for Ailing Newspapers "Plentiful and Thin", Says Hunt

* Drinker Biddle's Wilmington Office Adds 10 WolfBlock Lawyers
* Howard J. Berlin Joins Berger Singerman
* Paul, Weiss Gets IFLR's "Restructuring Deal of The Year" Award

* Stanley Shashoua to Lead Resilience Capital's Real Estate Fund
* Tyler Brown Named as Fellow of American College of Bankruptcy

* BOOK REVIEW: Financial Planning for High Net Worth Individual


                            *********


1031 TAX: Trustee Sues Boulder For Ignoring Fraud
-------------------------------------------------
The Chapter 11 trustee of 1031 Tax Group LLC filed a $56.3 million
suit against Boulder Capital LLC, contending the firm ignored
signs a fraud was being conducted so it could continue profiting
from a lending relationship.

Bloomberg's Erik Larson reports that Gerhard McHale, 1031 Tax
Group's court-appointed trustee, said in his complaint submitted
to the U.S. Bankruptcy Court for the Southern District of New York
that Boulder ignored misconduct by the tax firm so it could profit
from loans to the company.

Mr. McHale wants Boulder to return its profit from the loans so
the Trustee can repay 1031 Tax Group's victims who lost a total of
$126 million.

Weston, Massachusetts-based Boulder makes loans to developers of
office buildings, condominiums and malls.  The firm allegedly knew
that Edward Okun, 1031's founder, repaid its loans with money
taken from his customers' accounts, and that he used some of the
loans to support a "lavish" lifestyle, according to the complaint.

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group
of qualified intermediaries created to serve real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case Nos. 07-11447 through
07-11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.


1837 TENNVADA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 1837 Tennvada Investments, Llc
        C/O Neil J. Beller, Ltd.
        7408 W. Sahara Avenue
        Las Vegas, NV 89117

Bankruptcy Case No.: 09-14048

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

Chapter 11 Petition Date: March 21, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Neil J. Beller, Esq.
                  7408 W. Sahara Ave.
                  Las Vegas, NV, NV 89117
                  Tel: (702) 368-7767
                  Fax: (702)368-7720
                  Email: nbeller@njbltd.com

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

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

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

            http://bankrupt.com/misc/nvb09-14048.pdf

The petition was signed by Joseph Saddi, managing member of the
Company.


955 ROUTE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 955 Route 1 South, Inc.
        955 Route 1 South
        Avenel, NJ 07001

Bankruptcy Case No.: 09-16685

Chapter 11 Petition Date: March 19, 2009

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

Debtor's Counsel: Darin D. Pinto, Esq.
                  Law Offices of Darin D. Pinto, P.C.
                  376 South Avenue East
                  Westfield, NJ 07090
                  Tel: (908)317-9405
                  Fax: (908)317-9554
                  Email: dpintolaw@comcast.net

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

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

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

The petition was signed by Louis Ambrogio, treasurer of the
Company.


ABITIBIBOWATER INC: BowFin Extends Exchange Offer to March 27
-------------------------------------------------------------
Bowater Finance II LLC, an indirect wholly owned subsidiary of
AbitibiBowater Inc., has extended the expiration date for its
private exchange offers, consent solicitation and concurrent
private notes offering until 5:00 p.m., New York City time, on
March 27, 2009, unless further extended.

The Exchange Offers, Consent Solicitation and Concurrent Notes
Offering had been scheduled to expire at 11:59 p.m., New York City
time, on March 25, 2009.

As of March 25, 2009, approximately 60.3% of the outstanding 9.00%
Debentures due 2009, 60.8% of the outstanding Floating Rate Senior
Notes due 2010, 70.9% of the outstanding 7.95% Notes due 2011,
70.2% of the outstanding 9.50% Debentures due 2012, 80.2% of the
outstanding 6.50% Notes due 2013 and 36.1% of the outstanding
9.375% Debentures due 2021 were validly tendered and not validly
withdrawn in the Exchange Offers.

The Exchange Offers and Concurrent Notes Offering are being made
only to qualified institutional buyers inside the United States
and to certain non-U.S. investors located outside the United
States.

                     About AbitibiBowater Inc.

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

                           *     *     *

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

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

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

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


ABITIBIBOWATER INC: Confirms TSX Delisting Review
-------------------------------------------------
AbitibiBowater Inc. said its common shares (TSX: ABH) and the
exchangeable shares of AbitibiBowater Canada Inc. (TSX: AXB) are
under delisting review by the Toronto Stock Exchange.

In connection with the Company's recapitalization proposal for its
Abitibi-Consolidated Inc. subsidiary, the New York Stock Exchange
accepted the Company's application to utilize an exception from
the NYSE's shareholder approval requirements based on the
Company's determination that the time necessary to seek
shareholder approval prior to the commencement of the
recapitalization would seriously jeopardize the Company's
financial viability. AbitibiBowater intends to rely on a similar
exemption from the TSX shareholder approval requirements.

AbitibiBowater understands that a delisting review by the TSX is
customary when a listed company relies on such an exemption.

AbitibiBowater expects that its common shares and the exchangeable
shares of AbitibiBowater Canada Inc. will continue to trade in the
ordinary course during the TSX's review process.

                     About AbitibiBowater Inc.

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

                           *     *     *

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

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

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

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


ABITIBIBOWATER INC: Provides Update on Filing of Annual Report
--------------------------------------------------------------
AbitibiBowater Inc. received on March 18, 2009, a written notice
from the NYSE Regulation, Inc., stating that the Company is not in
compliance with the NYSE's continuing listing criteria because it
failed to timely file its Annual Report on Form 10-K for the
fiscal year ended December 31, 2008.

The Company was required within five business days of receipt of
the letter to contact the NYSE to discuss the status of the annual
filing and to issue a press release disclosing the status of the
filing, noting the delay, the reason for the delay, and the
anticipated filing date, if known.  The Company had the required
conversation with the NYSE and issued the required press release
on March 25, 2009.

According to the Company, it required additional time to finalize
its accounting for certain transactions, to complete its
accounting analysis, primarily related to goodwill impairment and
long-lived asset impairment, and to more accurately reflect the
outcome of a significant pending debt refinancing in its Form
10-K.

The Company is working to finalize its accounting for certain
transactions and the related accounting analysis, in connection
with the finalization of its consolidated financial statements and
related disclosures in the Form 10-K as expeditiously as possible
and expects to file the Form 10-K very shortly.

As a result of the delay in filing the Form 10-K, the Company will
be unable to use its previously filed registration statements on
Form S-3 for a period of at least 12 months from the date the Form
10-K is filed.  This means, among other things, that the Company
will be unable to deliver freely tradable common shares to holders
of the exchangeable shares of AbitibiBowater Canada Inc. upon
exercise of their exchange rights until the Company has filed a
new registration statement on Form S-1 with respect to such shares
and the Securities and Exchange Commission has declared the
registration statement effective.  The Company currently intends
to file a new registration statement on Form S-1 in the near
future; however, the holders of exchangeable shares may experience
a delay in receiving freely tradable common shares deliverable
upon exchange of the exchangeable shares until the SEC declares
such registration statement effective.

For the period of time during which exchangeable shareholders will
not be able to exchange their exchangeable shares for freely
tradable shares of the common stock of AbitibiBowater, the holders
of the exchangeable shares may have difficulty in disposing of
their shares on the TSX as the volume of exchangeable shares
traded on the TSX is generally substantially lower than the volume
of shares of common stock of AbitibiBowater traded on the NYSE and
the TSX, and there can be no assurance that holders of
exchangeable shares will be able to sell their shares at an
equivalent price on the TSX as they would otherwise be able to
sell shares of common stock of AbitibiBowater had they been able
to exchange their exchangeable shares for freely tradable
AbitibiBowater common shares on either the NYSE or the TSX.

Any questions regarding the exchangeable shares may be directed to
CIBC Mellon Trust Company at 1-800-387-0825 or by email at
inquiries@cibcmellon.com

                     About AbitibiBowater Inc.

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

                           *     *     *

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

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

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

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


ACTIVE WALLACE: Section 341(a) Meeting Slated for April 30
----------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in The Active Wallace Group's Chapter 11 case on April 30, 2009,
at 2:30 p.m., at 3420 Twelfth St., Room 100 A, Riverside,
California.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible 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 Mira Loma, California, The Active Wallace Group
dba Active Mail-Order, Inc., Active Sweats, Active Sweats and Surf
and Active Ride Shop is a retailer.

The Debtor filed for Chapter 11 protection on March 23, 2009,
(Bankr. Case No.: 09-15370) Garrick A. Hollander, Esq. and Marc J.
Winthrop, Esq. represent 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.


AGILENT TECHNOLOGIES: Will Lay Off 2,700 Electronics Employees
--------------------------------------------------------------
Justin Scheck and David Benoit at The Wall Street Journal report
that Agilent Technologies Inc. said that it will lay off 2,700
workers from its electronics testing- and measurement-equipment
business due to a sharp drop in demand.

Agilent Technologies said that along with the 1,400 job cuts
already announced in recent months, has now cut 20% of its global
work force, WSJ relates.

According to WSJ, Agilent Technologies Chief Financial Officer
Adrian Dillon said that the Company is uncertain when big
purchasers of its equipment will start spending again.  Fiscal
2009 revenue in the Company's Electronic Measurement Segment is
expected to be down roughly 30 percent from 2008 to the lowest
level in the company's 10-year history.  Revenue in the
Semiconductor & Board Test Segment is expected to be down over 50
percent from last year and off 65 percent from its peak volume.

"We have been very aggressive to date in addressing the downturn
in electronic measurement markets," said Bill Sullivan, Agilent
Technologies president and chief executive officer.  "However,
business remains severely depressed, and there are no prospects
for a meaningful recovery in the foreseeable future.  Therefore,
we have no choice but to resize our electronic measurement
businesses for the realities of the marketplace."

Agilent Technologies said that it would reduce costs in its
Electronic Measurement Segment by an annualized $300 million over
the course of the next four quarters, sizing the Segment to
achieve a 12% operating margin and a 21% ROIC at annualized
revenues of $2.3 billion.  It also disclosed a further
restructuring of its Semiconductor & Board Test Segment to reduce
annual costs by an additional $10 million.  This restructuring
will affect approximately 2,700 employees and have a cash cost of
about $160 million.

Mr. Sullivan said, "For Agilent to realize its full potential, we
must have a financially healthy company and a solidly profitable
Electronic Measurement business.  We will move quickly to resize
the EM businesses to the new business levels, align resources to
the best market opportunities, and position the company for the
new economic environment."

To fully fund the restructuring and conserve cash in an
environment of severely constrained financial markets, the Company
said it was temporarily suspending its share repurchase program
until the end of its 2009 fiscal year.

  Ron Nersesian as Electronic Unit's Sr. VP & Gen. Manager

Agilent Technologies has named Ron Nersesian senior vice president
and general manager of the company's Electronic Measurement Group
(EMG).  Nersesian is currently vice president and general manager
of EMG's Wireless Business Unit (WBU), Agilent's largest business
unit with operations in the U.S., Europe and Asia.  He is based in
Santa Rosa, Calif.

EMG is comprised of three business units: WBU, Network & Digital
Solutions, and Electronic Instruments, as well as Sales, Service
and Support.  Under the new organization, Mr. Nersesian will
oversee all business operations of both the Electronic Measurement
(EM) and Semiconductor & Board Test (SBT) segments.

Agilent Technologies president and CEO Bill Sullivan said, "Ron's
experience and strong record of performance make him ideally
qualified to lead Agilent's Electronic Measurement Group,
particularly as we navigate through difficult economic times."

Nersesian, 49, has 27 years of experience in engineering,
marketing and general management at Agilent Technologies, Hewlett-
Packard Company and other high-tech companies.

Mr. Nersesian earned a Bachelor of Science degree in electrical
engineering from Lehigh University in Pennsylvania, and an MBA
from New York University's School of Business.

                        About Agilent Tech

Agilent Technologies Inc. (NYSE: A) -- http://www.agilent.com/
-- is the world's premier measurement company and a technology
leader in communications, electronics, life sciences and
chemical analysis.  The company's 19,000 employees serve
customers in more than 110 countries.

The company has operations in India, Argentina, Puerto Rico,
Bolivia, Paraguay, Venezuela, and Luxembourg, among others.

                          *     *     *

As reported in the Troubled Company Reporter-Europe on July 16,
2008, Moody's Investors Service affirmed the corporate family and
probability of default ratings on Agilent Technologies Inc. at
Ba1.  Moody's also affirmed its Ba1 rating on the Company's
$600 million Senior Unsecured Notes due 2017.  Moody's revised the
outlook to positive.


ASBURY AUTOMOTIVE: In "Downward Momentum, Cut by Moody's to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Asbury Automotive Group,
Inc's corporate family and probability of default ratings to B2
from B1.  The outlook is negative.  These actions conclude the
review for possible downgrade initiated on December 22, 2008.

The downgrade considers the weakened credit metrics that have
resulted from Asbury's soft 2008 operating performance, with
debt/EBITDA rising to 6.9 times at FYE 2008.  This represents an
increase of over two turns from fiscal 2007, and is no longer
consistent with the B1 rating category.  The negative outlook
encompasses the risk that 2009 will be another challenging year
from a top-line sales perspective.  Given that, Asbury's cost
reduction strategy and other efficiency improvements may be unable
to stem continued erosion in credit metrics during 2009.

"Moody's concern is that the tough macroeconomic environment for
the auto dealers will continue well into 2009, and it may be
difficult for Asbury to staunch the downward momentum it is
presently feeling," stated Moody's Senior Analyst Charlie O'Shea.

The B2 rating considers Asbury's weak credit metrics, as well as
its strong market position in the still very fragmented auto
retailing segment.  The rating also considers Asbury's
historically-favorable brand mix, with 73% of new vehicle sales
coming from luxury and import brands, and its operating profit
trend away from new vehicle sales.  Asbury's business model, with
solid parts and service and finance and insurance segments,
reduces reliance on new car sales.

Ratings downgraded include these:

  -- Corporate family rating to B2 from B1;

  -- Probability of default rating to B2 from B1, and

  -- Senior subordinated notes to Caa1 (LGD5, 87%) from B3 (LGD5,
     85%).

The most recent rating action for Asbury was the December 22, 2008
placing of the ratings on review for possible downgrade.

Asbury Automotive Group, Inc., headquartered in Duluth, Georgia,
is a leading auto retailer with 122 franchises, and generates
annual revenues of around $4.6 billion.


AUCTION RATE: S&P Downgrades Ratings on $50 Mil. Certs. to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Auction
Rate Securities Trust 2007-2's $50 million class A and B trust
certificates to 'BB-' from 'A-'.

The ratings on the certificates are dependent on the rating on the
underlying security, Bank of America Corp.'s perpetual floating-
rate noncumulative preferred stock series E notes.  The
announcement reflects two recent rating actions that affected the
underlying security.

The lowered ratings reflect the Feb. 24, 2009, lowering of the
rating on the underlying security to 'BBB' from 'A-', and the
subsequent March 3, 2009, lowering of the rating to 'BB-' from
'BBB'.


AUTO SHOWCASE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Auto Showcase of Laurel, LLC
        14107 Baltimore Avenue
        Laurel, MD 20707

Bankruptcy Case No.: 09-14731

Chapter 11 Petition Date: March 20, 2009

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

Judge: Thomas J. Catliota

Debtor's Counsel: John Douglas Burns, Esq.
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  Email: burnslaw@burnslaw.algxmail.com

Estimated Assets: $0 to $50,000

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/mdb09-14731.pdf

The petition was signed by Sandra Landsman, managing member of the
Company.


B&B COMPANIES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: B&B Companies of NC, Inc.
        6991 Old US 1
        New Hill, NC 27562

Bankruptcy Case No.: 09-02281

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
  B & B Trucking, LLC                              09-02282

Chapter 11 Petition Date: March 22, 2009

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

Debtor's Counsel: James B. Angell, Esq.
                  Howard, Stallings, From & Hutson, PA
                  PO Box 12347
                  Raleigh, NC 27605-2347
                  Tel: (919) 821-7700
                  Fax: (919) 821-7703
                  Email: jangell@hsfh.com

Estimated Assets: $100,001 to $500,000

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/nceb09-02281.pdf

The petition was signed by Frank W. Bolton, president and CEO of
the Company.


BANK OF AMERICA: Moody's Cuts Preferred Stock Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.

The rating agency also lowered the deposit and senior debt ratings
of BAC's U.S. banking subsidiaries, including Bank of America,
N.A., to Aa3 from Aa2, and its subordinated debt rating to A1 from
Aa3.  The banks' Prime-1 short-term ratings were affirmed.  Bank
of America, N.A.'s bank financial strength rating was lowered to D
from B-.  Moody's Bank Financial Strength Rating represents
Moody's opinion of a bank's intrinsic safety and soundness and, as
such, excludes certain external credit support elements.

The ratings outlook is stable for the bank deposit ratings, as
well as for the senior debt and senior subordinated debt ratings
at both the holding company and the bank subsidiaries.  The
outlook for the BFSR and the ratings on junior subordinated debt
and preferred stock is negative.  These actions conclude a review
for possible downgrade that commenced on March 4, 2009.

The actions had no impact on the FDIC-guaranteed debt issued by
Bank of America.  That debt remains rated Aaa with a stable
outlook.

The downgrades of the BFSR and the preferred stock ratings reflect
Moody's view that Bank of America's capital ratios could come
under pressure in the short-term, increasing the probability that
systemic support will be needed.  The more modest downgrades of
Bank of America's deposits, senior debt and senior subordinated
debt ratings are based on Moody's expectation of very high
systemic support for these instruments, and the view that such
support will enable the substantial value of its franchise to
materialize in the medium to long-term.  Such support, however,
could be potentially harmful to preferred stock investors.

The rating actions are consistent with Moody's recent announcement
that it is recalibrating some of the weights and relative
importance attached to certain rating factors within its current
bank rating methodologies.  Capital adequacy, in particular, takes
on increasing importance in determining the BFSR in the current
environment.  Meanwhile, debt and deposit ratings will reflect the
fact that Moody's expects that its support assumptions will
continue to increase for systemically important institutions
during this global financial crisis.

         BFSR Downgrade Due To Pressures On Common Equity

The downgrade of Bank of America, N.A.'s BFSR to D from B-
reflects the increased probability of systemic capital support due
to Moody's view that Bank of America's tangible common equity
position could fall to comparatively low levels.  Whereas Bank of
America's current regulatory capital position is quite strong,
Bank of America's Tier 1 capital is heavily dependent upon
preferred stock and hybrid capital instruments, including
$45 billion of preferred stock issued to the U.S. government.
Bank of America reported a pro forma Tier 1 capital ratio of 10.7%
as of year-end 2008.  However, Moody's estimates that pro forma
adjusted tangible common equity, after giving some credit to
hybrid capital securities and excluding after-tax fair value
adjustments for the debt of Merrill Lynch, was approximately 4.3%
of risk-weighted assets as of the same date.

"The downgrade of the BFSR is driven by Bank of America's capital
challenges, which are made more acute because U.S. banks access to
the equity market is shut or very limited at best," said Moody's
Senior Vice President, David Fanger.  "This increases the
likelihood of a capital initiative by the U.S. government to
support Bank of America in the event that its tangible common
equity position deteriorates further.  The BFSR is intended to
express an opinion about the likelihood of such an event,"
explained Mr. Fanger.

Moody's does not expect Bank of America to generate sizable
amounts of capital until the second half of 2010, at the earliest.
Higher unemployment, a weak U.S. economy, and challenging real
estate markets are likely to contribute to a rise in delinquent
and problem loans, most notably in credit cards, residential and
commercial real estate loans.  This will require significant
additional loan loss provisions in 2009 and into 2010.  In
addition, although Bank of America benefits from a loss-sharing
arrangement with the U.S. government on a pool of $118 billion in
capital markets-related assets, it remains exposed to a $10
billion first loss position on those assets.  "Earnings are
therefore likely to be weak and, in light of Bank of America's
sizable preferred dividend, could place significant additional
pressure upon the company's already modest tangible common equity
position," Mr. Fanger added.

When evaluating Bank of America's ability to absorb losses,
Moody's incorporates additional factors other than Bank of
America's current capital position.  The additional factors
include: 1) the mark Bank of America took against Countrywide's
loans, which it acquired in July 2008, 2) the $13.8 billion in
incremental loan loss reserves which the bank built over 2007 and
2008 to absorb higher credit costs caused by the current economic
downturn, 3) charge-offs already taken during 2008 on the bank's
residential and commercial real estate loans, 4) existing loss
sharing arrangements with the U.S. government on capital markets
assets as well as protection purchased from third parties on
portions of the bank's residential mortgage portfolio, 5) tax-
effecting forecasted losses, and 5) an assumption of continued
strong pre-tax, pre-provision profitability, which is reduced by
the preferred and common dividends that average about
$1.3 billion per quarter.

The negative outlook on the BFSR, as well as on the preferred
stock and trust preferred ratings, reflects Moody's view that the
bank remains vulnerable to further declines in its tangible common
equity due to rising credit losses.  This could lead the bank to
seek additional capital support from the government, and/or to
suspend preferred dividends or even offer a distressed exchange to
preferred shareholders in order to boost its common equity
position.

     Systemic Support And Valuable Franchise Benefit Deposit
                     And Senior Debt Ratings

Moody's believes that despite Bank of America's capital
challenges, a modest lowering of its deposit and senior and senior
subordinated debt ratings was appropriate because Moody's assumes
that systemic support for Bank of America is very high and that
its valuable franchise will remain intact.  "Bank of America would
almost certainly be a recipient of systemic support if additional
support should be required, given its importance to the U.S.
economy and financial system," said Mr. Fanger.  Such support
would likely benefit all depositors and senior and senior
subordinated debt holders of the bank and the bank holding
company.

Moody's also expects that if systemic support were to be provided,
this would not result in a transforming event such as a breakup or
sale which could threaten the bank's franchise value.  This is an
important factor in the stable outlook on the debt and deposit
ratings.  The bank has leading positions in U.S. deposits, credit
cards, and mortgages.  "We believe that Bank of America still
faces considerable challenges in successfully integrating Merrill
Lynch," added Mr. Fanger.  "However, the franchise value in Bank
of America's core banking businesses should allow for its return
to good financial fundamentals and sustainable profitability
within a reasonable period of time following the end of the credit
crisis."

            Government Support Could Prove Detrimental
                To Preferred Shareholder Interests

The downgrade of the preferred stock rating to B3 from Baa1 was
based on the view that if Bank of America were the recipient of
additional capital support from the U.S. government, that support
could be accompanied by the suspension of dividends, or even a
distressed exchange by which preferred investors may be compelled
to exchange their preferred stock for common stock.  "With the
capital markets essentially shut down, the recent Citigroup
recapitalization becomes a very relevant reference point," said
Mr. Fanger.  "While Bank of America's preferred securities do not
have any triggers that would cause an automatic suspension of
dividends, Moody's believe that in the event government support is
provided, the U.S. government could require Bank of America to
suspend its common and preferred dividends in order to preserve
capital," Mr. Fanger added.  A distressed exchange could be a way
to increase common equity and limit the size of the U.S.
government's stake in the bank in the event that support was
required.

The ratings on Bank of America's non-cumulative trust preferred
securities, originally issued by subsidiaries of ABN Amro North
America Holding Company and LaSalle Banking Corporation, were also
lowered to B3 from Baa1.  The non-cumulative dividend on these
instruments as well as their underlying preferred stock claim
distinguishes them from Bank of America's other junior-
subordinated debt-backed trust preferred securities.  Moody's
believes that the risk of a suspension of interest payments or a
distressed exchange on these non-cumulative trust preferred
instruments is similar to that of Bank of America's preferred
securities.

The rating on the cumulative preferred stock issued by Bank of
America Preferred Funding Corporation was lowered to Ba3 from A1.
While this instrument benefits from a support agreement from the
Bank of America, N.A., which Bank of America's other preferred
stock instruments do not have, Moody's believes it could
nonetheless be caught up with Bank of America's other preferred
securities if a preferred dividend suspension were imposed.
However, since the dividend on this instrument is cumulative, the
severity of loss would be lower on this security in the event that
dividends on all Bank of America preferred stock were suspended.

Further Notching For Junior Subordinated Trust Preferred Ratings

Moody's lowered the ratings on all junior-subordinated debt-backed
trust preferred securities of Bank of America Corporation and
subsidiaries to Baa3 from A2 and Baa1.  Moody's believes that the
cumulative nature of the interest on such instruments reduces the
incentive to defer interest.  However, the rating incorporates the
view if there is an unexpected need for further government
support, the risk of deferred payment on these instruments could
increase.

The last rating action on Bank of America on March 4, 2009 when
Moody's placed all of Bank of America's long-term ratings and its
BFSR under review for possible downgrade.

This is a partial list of entities whose ratings have been
affected:

Issuer: Bank of America Corporation

Downgrades:

  -- Issuer Rating, Downgraded to A2 from A1

  -- Junior Subordinated Shelf, Downgraded to (P)Baa3 from
  (P)A2

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Baa3 to A2 from a range of A2 to A1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)B3 to
      (P)A2 from a range of (P)Baa1 to (P)A1

  -- Preferred Stock, Downgraded to B3 from Baa1

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to A3
     from A2

-- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
   A2 from A1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of (P)A2 to A2 from a range of (P)A1 to A1

Outlook Actions:

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Merrill Lynch & Co., Inc.

Downgrades:

  -- Issuer Rating, Downgraded to A2 from A1

-- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
   A2 from A1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A2
     from A1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A2
     from A1

  -- Senior Unsecured Shelf, Downgraded to (P)A2 from (P)A1

  -- Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of A3 to A2 from a range of A2 to A1

  -- Multiple Seniority Shelf, Downgraded to a range of (P)B3 to
      (P)A2 from a range of (P)Baa1 to (P)A1

  -- Preferred Stock, Downgraded to B3 from Baa1

Outlook Actions:

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Bank of America, N.A.

Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from B-

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

  -- Issuer Rating, Downgraded to Aa3 from Aa2

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa3 from Aa2

  -- Senior Unsecured Bank Note Program, Downgraded to Aa3 from
     Aa2

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to Aa3
     from Aa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Aa3
     from Aa2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of A1 to Aa3 from a range of Aa3 to Aa2

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of A1 to Aa3 from a range of Aa3 to Aa2

-- Subordinate Regular Bond/Debenture, Downgraded to A1 from
   Aa3

  -- Senior Subordinated Regular Bond/Debenture, Downgraded to A1
     from Aa3

Outlook Actions:
  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Banc of America Preferred Funding Corp.
Downgrades:

  -- Preferred Stock Preferred Stock, Downgraded to Ba3 from
     A1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Countrywide Bank FSB
Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from B-
  -- Issuer Rating, Downgraded to Aa3 from Aa2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa3 from Aa2
  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Outlook Actions:

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Merrill Lynch Bank & Trust Company
Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from B-
  -- Issuer Rating, Downgraded to Aa3 from Aa2
  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Outlook Actions:

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Merrill Lynch Bank USA
Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from B-

  -- Issuer Rating, Downgraded to Aa3 from Aa2

-- Subordinate Regular Bond/Debenture, Downgraded to A1 from
   Aa3

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to Aa3
     from Aa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Aa3
     from Aa2

  -- Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

Outlook Actions:

  -- Outlook, Changed To Stable(m) From Rating Under Review

Bank of America Corporation is headquartered in Charlotte, North
Carolina.  The bank reported total assets of $2.5 trillion as of
December 31, 2008, including the acquisition of Merrill Lynch on a
pro forma basis.


BEARD CO: Reports $1.5MM Gain on Sale of China Fertilizer Unit
--------------------------------------------------------------
The Beard Company reported that the disposition of the Company's
China fertilizer operation has resulted in a financial gain of
more than $1,573,000.  This amount will be reported as a gain on
disposition of controlling interests in subsidiaries for the
fourth quarter and year ended December 31, 2008, according to the
Company.

President of the Beard Company, Herb Mee, Jr., stated that the
gain is greater than the amount originally estimated.

"We are pleased to report that, primarily as a result of the
transaction, the Company's year-end working capital position is
expected to reflect a similar improvement when compared with
working capital at December 31, 2007," Mr. Mee said.

Beard Co. filed with the Securities and Exchange Commission Pro
Forma Condensed Balance Sheets as of December 31, 2007, and
December 31, 2008, reflecting the BEE/7HBF disposition.  The full-
text of the Proforma Condensed Balance Sheet is available for free
at http://ResearchArchives.com/t/s?3a9f

On December 31, 2008, Beard Co. entered into an agreement to
finalize the sale of the Company's entire interest in BEE/7HBF
effective as of that date.  BEE/7HBF was a partnership between
Beard Environmental Engineering, LLC, a wholly-owned subsidiary of
the Company, and 7HBF, Ltd., a Texas limited partnership.
BEE/7HBF conducts fertilizer manufacturing and sales activities in
the People's Republic of China through its wholly-owned
subsidiary, Xianghe BH Fertilizer Co., Ltd.  The assets of
BEE/7HBF consist primarily of fertilizer manufacturing equipment
and inventory (including both raw materials and work-in-progress).

Under the terms of the Agreement, the Company has relinquished all
of its ownership interests in the partnership to 7HBF and issued a
six-month $47,000 promissory note to 7HBF to pay for the Company's
50% share of the accrued interest to December 31, 2008 on an
$850,000 note.  7HBF will pay BEE $1 for the partnership interest
acquired.  BEE/7HBF and XBH will no longer be controlled by the
Company and its results of operations will cease to be
consolidated with the Company's.

In a January 2009 statement, the Company said it expects to record
a gain in excess of $1 million in the quarter ended December 31,
2008, as a result of the deal.  According to the Company, the
transaction will also improve the Company's working capital by
approximately $1.5 million via the elimination of over $500,000 in
assets and over $2 million in debt and other liabilities of the
two deconsolidated subsidiaries.

The Company's Board of Directors had voted to discontinue the
China Segment effective December 31, 2007, and elected to dispose
of the Company's fertilizer manufacturing manufacturing operations
and related interests in China.  Operations of the segment, which
produced revenues of $55,000 and incurred losses of $721,000 for
the nine months ended September 30, 2008, were reported as
discontinued operations during the year 2008.

7HBF, in addition to being Beard's partner in BEE/7HBF, is also
the largest outside stockholder of the Company, owning on the date
of the transaction 18.92% of the Company's outstanding common
stock.  The transaction was concluded following arm's-length
negotiations between the two parties, and followed a year-long
period during which the partnership, Company management and 7HBF
management made diligent efforts to sell XBH, or alternatively, to
negotiate a contract with another fertilizer company to
manufacture product for them. All such efforts have, to date, been
unsuccessful.

Finalization of the sale and the wind down of the other
subsidiaries will conclude all of the activities of the China
Segment.

                      About The Beard Company

Based in Oklahoma City, The Beard Company (OTC BB: BRCO)
http://www.beardco.com/-- through its subsidiaries, is
principally engaged in coal reclamation in the United States. It
operates in four segments: Coal Reclamation, Carbon Dioxide, e-
Commerce, and Oil and Gas.

The Beard Company reported net earnings of $1,642,000 for the nine
months ended Sept. 30, 2008, compared with a net loss of
$1,630,000 in the comparable 2007 period.  Revenues increased 6%
to $1,127,000 in the first nine months of 2008, versus $1,063,000
in the year-earlier period.

For the quarter ended Sept. 30, 2008, the Company reported a net
loss of $610,000 versus a net loss of $446,000 in the third
quarter of 2007.  Revenues decreased 10% to $376,000 in the recent
quarter, versus $415,000 in the prior-year period.

At Sept. 30, 2008, the Company's balance sheet showed total assets
of $1,950,000 and total liabilities of $6,534,000, resulting in a
stockholders' deficit of $4,584,000.

                       Going Concern Doubt

Cole & Reed, P.C., in Oklahoma City, expressed substantial doubt
about The Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  Cole & Reed pointed to
the company's recurring losses and negative cash flows from
operations.


BENCO DELIVERY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Benco Delivery Service, Inc.
        1144 Larpenteur Ave. W., Suite 200
        St. Paul, MN 55113

Bankruptcy Case No.: 09-31764

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Robert J. Kressel

Debtor's Counsel: Douglas W. Kassebaum, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7292
                  Email: dkassebaum@fredlaw.com

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

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

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

            http://bankrupt.com/misc/mndb09-31764.pdf

The petition was signed by Kurian Benjamin, president of the
Company.


BI-LO LLC: Refinancing Woes Cued Chapter 11 Filing
--------------------------------------------------
According to Bloomberg's Bill Rochelle, BI-LO LLC said it filed a
Chapter 11 petition after lenders wouldn't refinance a $260
million term loan that matures this month except on "onerous and
oppressive terms that would severely cripple its business."

The Company said in a statement that it would have expected to
refinance the term loan "in a normal credit market."  The $100
million revolving credit would have been in default if the term
loan were not repaid when due.

According to the report, financial problems resulted from steadily
falling revenue and earnings. Earnings before interest, taxes,
depreciation and amortization decreased to $78 million in 2008
from $114 million in 2006.

General Electric Capital Corp. will provide debtor-in-possession
financing for BI-LO LLC.

Greenville, South Carolina-based BI-LO LLC -- http://my.bi-lo.com/
-- is a chain of 215 supermarkets based in Greenville, South
Carolina.  Founded in 1964 by Frank Outlaw, the Company and its
affiliates operate supermarkets around South Carolina, North
Carolina, Georgia, and Tennessee and have about 17,000 employees.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

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


BLOCKBUSTER INC: Delays Annual Report to Close Talks With Lenders
-----------------------------------------------------------------
Blockbuster Inc. informs the Securities and Exchange Commission
that it won't be able to file its Annual Report on Form 10-K for
the period ended January 4, 2009.

Blockbuster expects to file its 2008 Annual Report no later than
April 6, 2009.

Blockbuster explains that its revolving credit facility and term A
loan facility are each scheduled to expire in August 2009.  If the
revolver matures without renewal, replacement or extension, the
Company's borrowing capacity would be immediately reduced by
$300 million.  Consequently, the Company has been actively
pursuing options to refinance its debt and is concurrently taking
actions to minimize the Company's need for external capital to
fund operations.

Jim Keyes, Chairman and Chief Executive Officer of Blockbuster,
said on March 19 that the Company has reached agreements with
JPMorgan Chase Bank and two of the largest lenders under its
existing revolving credit facility to amend and extend the
revolving credit facility through September 30, 2010.  The
commitments from these lenders, with respect to the extended
revolving credit facility, represent 65% of the expected aggregate
principle amount of the extended revolving credit facility.

In light of the recent significant deterioration in the credit and
capital markets, the Company believes that additional time is
necessary to conclude negotiations with its primary lenders and
other prospective lenders and to obtain an amendment to its credit
agreement or other financing arrangements to address the impending
debt maturities.  The substantial time and resources dedicated to
the refinancing negotiations by the Company's management and
financial staff directly impacts the Company's ability to timely
file its Annual Report on Form 10-K with respect to fiscal 2008
without unreasonable effort or expense.

Blockbuster notes that in connection with the preparation of its
fiscal 2008 consolidated financial statements, it has taken a
$435.0 million non-cash impairment charge to its goodwill and
other long-lived assets.  This impairment charge is the primary
driver behind the Company's year-over-year increase in net loss,
which was $374.1 million for fiscal 2008 as compared to
$73.8 million for fiscal 2007.

              Auditors May Raise Going Concern Doubt

In the event that the Company is unable to complete the
refinancing of its existing debt or uncertainties regarding the
Company's liquidity position remain unresolved at the time the
Company ultimately files its fiscal 2008 Form 10-K, management
anticipates that the report of the Company's independent
registered public accounting firm relative to the Company's 2008
consolidated financial statements will contain an explanatory
paragraph indicating that substantial doubt exists with respect to
the Company's ability to continue as a going concern.  Such a
paragraph could, unless waived by the Company's lenders,
constitute an event of default under the Company's credit
agreement.  If not cured or waived, such a default could result in
the termination of the commitments under the credit agreement, as
well as the acceleration of all outstanding amounts thereunder.
An acceleration under the credit agreement will trigger cross-
default provisions in the Company's senior secured notes
indenture.

                   $374.1-Mil. Net Loss for 2008

On March 19, 2009, Blockbuster reported financial results for the
fourth quarter and fiscal-year ended January 4, 2009.  Total
revenues were $1.38 billion, compared with total revenues of $1.57
billion for the same period one year ago.  The company's results
were impacted by the 52-week year, compared to the 53-week year in
2007.  Additionally, fourth quarter 2008 total consolidated
revenues reflect the negative impact of foreign currency exchange
rates, a decline in the company-operated store base worldwide, and
lower rental revenues from the company's by-mail rental service.

Net loss was $359.8 million, which includes the non-cash charge of
$435.0 million for the impairment of goodwill and other long-lived
assets.  This compares to net income of $41.0 million in the
fourth quarter of 2007.

Blockbuster ended the fourth quarter of 2008 with $154.9 million
in cash and cash equivalents.  Cash provided by operating
activities during the quarter increased $6.9 million to
$152.1 million, compared with $145.2 million of cash provided by
operating activities in the fourth quarter of 2007.  Free cash
flow (net cash used for operating activities less capital
expenditures) was positive at $110.1 million in the fourth quarter
of 2008, compared with positive free cash flow of $122.8 million
in the same period one year ago.

Total revenues for the full year 2008 were $5.29 billion, compared
to $5.54 billion for the full year of 2007.  Operating loss for
fiscal 2008 totaled $293.3 million, compared to operating income
of $39.1 million for the full year 2007.

Net loss for the full year was $374.1 million, compared with net
loss of $73.8 million in 2007.

                           2009 Outlook

"In the fourth quarter the company generated strong cash flow from
operations before working capital, resulting in free cash flow of
$110 million dollars," stated Tom Casey, Executive Vice President
and Chief Financial Officer of Blockbuster.  "On March 11, 2009,
we accessed our available borrowing capacity of
$60 million under our revolving credit facility as a precaution
against prevailing economic conditions and ongoing uncertainty in
the credit market, and as a cushion in the event we require
incremental capital in the coming months to meet typical or
unanticipated working capital, general corporate and operating
needs."

Mr. Casey continued, "We remain cognizant of the constrained
capital markets and our needs to reduce costs and maximize cash
flow.  As a result, we intend to further reduce G&A by over
$200 million through significant ongoing cost reductions across
all areas of the business, including compensation and lease costs.
We believe our conservative approach towards operating the
business will allow us to deliver fiscal 2009 adjusted EBITDA in
the range of $305 million to $325 million, which corresponds to
GAAP financial measures of operating income in the range of
$164 million to $184 million and net income in the range of
$40 million to $60 million."

A full-text copy of Blockbuster's earnings release, including
selected financial highlights, is available at no charge at:

               http://researcharchives.com/t/s?3ab6

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI, BBI.B) --
http://www.blockbuster.com/-- is a leading global provider of in-
home movie and game entertainment, with more than 7,500 stores
throughout the Americas, Europe, Asia and Australia.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2009,
Blockbuster Inc. said it has no intention of filing for
bankruptcy.  The Company has hired the law firm of Kirkland &
Ellis LLP to advise it with respect to its ongoing financing and
capital raising initiatives.

Blockbuster made a pitch to acquire Circuit City early last year,
but withdrew the offer after completing due diligence.  Circuit
City has since filed for bankruptcy.

The TCR said on March 6, 2009, that Standard & Poor's Ratings
Services placed its ratings, including the 'B-' corporate credit
rating, on Blockbuster on CreditWatch with negative implications.
This action reflects S&P's concern regarding the company's ability
to refinance the August 2009 maturity of its revolving credit and
term loan A facilities.

Fitch meanwhile expects Blockbuster will be able to repay the
approximately $19 million outstanding on the term loan A and
possibly renew its bank facility, although the terms will likely
be more restrictive as Blockbuster is anticipated to report
positive EBITDA and free cash flow generation for fiscal 2008.  In
the event the refinancing is not successful and Blockbuster's
liquidity position is weakened, this will prompt Fitch to review
the ratings on the company.


BLOCKBUSTER INC: Diamondback, et al., Disclose Equity Stake
-----------------------------------------------------------
Various parties disclosed in separate regulatory filings with the
Securities and Exchange Commission their ownership of Blockbuster
Inc. securities.

Diamondback Master Fund, Ltd. said it may be deemed to
beneficially own 4,535,817 shares of Class B Common Stock of
Blockbuster.  Moreover, Diamondback Capital Management, LLC and
DBCM Partners, LLC, may be deemed the beneficial owner of the
4,535,817 shares of Class B Common Stock beneficially owned by
Diamondback Master Fund, Ltd.

As of November 7, 2008, the total number of outstanding shares of
Class B Common Stock was 72,000,000.  Accordingly, the Diamondback
entities may be deemed to beneficially own 6.30% of the
outstanding shares of Class B Common Stock.

Diamondback Capital Management, LLC, is the investment manager of
Diamondback Master Fund, Ltd.  DBCM Partners, LLC is the managing
member of Diamondback Capital Management, LLC.  Chad Loweth,
Richard Sapanski and Richard H. Schimel serve as managing members
of DBCM Partners, LLC.

Intana Management, LLC, said it owns 7,251,615 Blockbuster shares
as of March 17, 2009, representing 6% of the shares outstanding.
Intana is based in New York.

Fine Capital Partners, L.P., and its related entities disclosed
that as of March 3, 2009, they ceased to be the beneficial owners
of more than 5% of Blockbuster's Class A Common Stock.

As of March 6, 2009, Fine Capital et al., beneficially owns
3,530,000 shares of Class A Common Stock, which represents 2.9% of
the Company's outstanding shares of Class A Common Stock.  Fine
Capital et al., disposed of Blockbuster shares in two transactions
on March 3 (1,217,400 shares sold at $0.2180 apiece) and March 4
(1,500,000 shares sold at 0.4488 each).

Marlin Sams Fund, L.P., and related entities -- Marlin Sams
GenPar, LLC, William M. Sams, Gladwyne Marlin GenPar, LLC, Suzanne
Present, Michael Solomon, Candice McCurdy, Sams' daughter, and
Chad McCurdy, Candice McCurdy's husband -- also ceased to be the
beneficial owners of more than 5% of the Company's Class B Common
Stock.

Marlin Sams Fund, its General Partner, Gladwyne, Suzanne Present
and Michael Solomon may be deemed to beneficially own no shares of
Class B Common Stock.  William M. Sams may be deemed to
beneficially own 2,156,082 shares of Class B Common Stock,
approximately 3.0% of the outstanding shares of Class B Common
Stock. Candice McCurdy and Chad McCurdy may be deemed to
beneficially own 250,000 shares of Class B Common Stock,
approximately 0.3% of the outstanding shares of Class B Common
Stock.

Marlin Sams Fund sold on March 4 2,892,360 Class B shares for
$0.2122 a share, and on March 5 567,640 Class B shares for
$0.2296.

William M. Sams sold on March 5 843,918 Class B shares for $0.1980
a share.

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. --
http://www.blockbuster.com/-- is a leading global
provider of in-home movie and game entertainment, with more than
7,500 stores throughout the Americas, Europe, Asia and Australia.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2009,
Blockbuster Inc. said it has no intention of filing for
bankruptcy.  The Company has hired the law firm of Kirkland &
Ellis LLP to advise it with respect to its ongoing financing and
capital raising initiatives.

Blockbuster made a pitch to acquire Circuit City early last year,
but withdrew the offer after completing due diligence.  Circuit
City has since filed for bankruptcy.

The TCR said on March 6, 2009, that Standard & Poor's Ratings
Services placed its ratings, including the 'B-' corporate credit
rating, on Blockbuster on CreditWatch with negative implications.
This action reflects S&P's concern regarding the company's ability
to refinance the August 2009 maturity of its revolving credit and
term loan A facilities.

Fitch meanwhile expects Blockbuster will be able to repay the
approximately $19 million outstanding on the term loan A and
possibly renew its bank facility, although the terms will likely
be more restrictive as Blockbuster is anticipated to report
positive EBITDA and free cash flow generation for fiscal 2008.  In
the event the refinancing is not successful and Blockbuster's
liquidity position is weakened, this will prompt Fitch to review
the ratings on the company.


BLOCKBUSTER INC: Seeks to Extend JPMorgan Credit Facility
---------------------------------------------------------
Blockbuster Inc. on March 19, 2009, announced its intention to
implement a proposed amendment of its revolving credit and term
loan facility and an extension of its revolving credit facility.

Jim Keyes, Chairman and Chief Executive Officer of Blockbuster,
said the Company has reached agreements with JPMorgan and two of
the largest lenders under its existing revolving credit facility
to amend and extend the revolving credit facility through
September 30, 2010.  The commitments from these lenders, with
respect to the extended revolving credit facility, represent 65%
of the expected aggregate principle amount of the extended
revolving credit facility.

Blockbuster is a borrower under a Credit Agreement dated as of
August 20, 2004, with JPMorgan Chase Bank, N.A., as Administrative
Agent and Collateral Agent, and a syndicate of other lenders.

The Amendment will effect certain other amendments to the Existing
Credit Agreement.  No changes will be made to the pricing,
amortization or maturity of the Term Loans.  Moreover, The
swingline subfacility and the competitive bid subfacility will
cease to be in effect.

Pursuant to the Amendment, Blockbuster said each Revolving Lender
will be invited to extend until September 30, 2010, the scheduled
maturity of all or any portion of its Revolving Commitment -- and
to increase its Revolving Commitment -- in exchange for, among
other things, fees and pricing increases.  The Company will also
invite other parties to join the lending consortium.

Blockbuster will also ask the Revolving Lenders to waive any
Default or Event of Default arising from a "going concern" or like
qualification or exception, if any, contained in the audit report
of PricewaterhouseCoopers LLP with respect to the Company's
financial statements for the fiscal year ended
January 4, 2009.

                     Increase of LC Collateral

On the effective date of the restatement of the Credit Agreement,
Blockbuster proposes that each Letter of Credit then outstanding
will continue to be outstanding in accordance with its  terms and
the Company will cease to have the right to request the issuance
of any new Letter of Credit.  The Company will deposit with the
Issuing Banks Agent, for the account of each Issuing Bank, cash
collateral equal to 105.0% of the Letter of Credit exposure as of
the Restatement Effective Date attributable to the Letters of
Credit issued by the Issuing Bank.

The Issuing Banks Agent will have exclusive dominion and control
over the LC Cash Collateral and shall apply the LC Cash Collateral
to reimburse the Issuing Banks for LC Disbursements.  In the event
the Issuing Banks Agent is restricted by applicable law from
applying the LC Cash Collateral to reimburse in full any LC
Disbursement on the date such disbursement is made, or the LC Cash
Collateral is insufficient to make such reimbursement, the
unreimbursed amount thereof shall bear interest at the rate per
annum equal to ABR plus 9.00%.

In the event the aggregate amount of the LC Cash Collateral
exceeds, at any time, by more than 5.0% the LC Obligations at that
time, the Issuing Banks Agent will (a) unless a Default or Event
of Default will have occurred and be continuing, release the
amount of the excess to the Company, but only in the event the
excess arises from a permanent reduction in the LC Exposure
attributable to the Viacom LCs and only to the extent the
aggregate amount of the LC Cash Collateral released to the Company
does not exceed $52,500,000, and (b) otherwise, release the amount
of the excess to the Administrative Agent, to be applied to the
mandatory prepayment of the Revolving Loans.

In the event the LC Obligations will have been reduced to zero,
the Issuing Banks Agent will (a) unless a Default or Event of
Default will have occurred and be continuing, release all the LC
Cash Collateral held by it to the Company, but only to the extent
the aggregate amount of the LC Cash Collateral released to the
Company does not exceed $52,500,000, and (b) otherwise, release
the amount of the excess to the Administrative Agent, to be
applied to the mandatory prepayment of the Revolving Loans.

                      Mandatory Prepayments

Blockbuster proposes to prepay the Revolving Loans on this
schedule:

          Date                      Prepayment Amount
          ----                      -----------------
     December 15, 2009                  $25,000,000
     January 31, 2010                   $20,000,000
     February 28, 2010                  $20,000,000
     March 31, 2010                     $20,000,000
     April 30, 2010                     $10,000,000
     May 31, 2010                       $15,000,000
     June 30, 2010                      $50,000,000
     July 31, 2010                      $10,000,000
     August 31, 2010                    $10,000,000

                          Other Covenants

Blockbuster proposes to covenant with the Lenders not to let
Capital Expenditures exceed (a) in the 2009 fiscal year,
$30,000,000 and (b) in the 2010 fiscal year, the sum of
$40,000,000 and up to $10,000,000 of Capital Expenditures
permitted to be made but not made in the 2009 fiscal year.

Blockbuster won't let Fixed Charge Coverage Ratio for any period
of four consecutive fiscal quarters of the Borrower to be less
than (a) for any such period ending on or after March 31, 2009 but
not after January 3, 2010, 1.25 to 1.00; and (b) for any period
ending thereafter, 1.30 to 1.00.

The Company also won't let Leverage Ratio to exceed at any time
2.75 to 1.00.

Blockbuster seeks permission to enter into sale/leaseback
transactions with respect to owned property having fair market
value not in excess of $28,000,000 in the aggregate.  However,
after giving effect on a pro forma basis to any sale/leaseback
transaction and any repayment of Indebtedness arising from the
application of the proceeds, the Leverage Ratio, determined as of
the last day of the most recently ended fiscal quarter of the
Borrower, will not exceed 2.50 to 1.00.

Blockbuster seeks to have its Credit Agreement restated by May 10,
2009.

A full-text copy of Blockbuster's Proposed Amendment to Credit
Agreement is available at no charge at:

               http://researcharchives.com/t/s?3ab5

                       About Blockbuster Inc.

Based in Dallas, Texas, Blockbuster Inc. (NYSE: BBI, BBI.B) --
http://www.blockbuster.com/-- is a leading global provider of in-
home movie and game entertainment, with more than 7,500 stores
throughout the Americas, Europe, Asia and Australia.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2009,
Blockbuster Inc. said it has no intention of filing for
bankruptcy.  The Company has hired the law firm of Kirkland &
Ellis LLP to advise it with respect to its ongoing financing and
capital raising initiatives.

Blockbuster made a pitch to acquire Circuit City early last year,
but withdrew the offer after completing due diligence.  Circuit
City has since filed for bankruptcy.

The TCR said on March 6, 2009, that Standard & Poor's Ratings
Services placed its ratings, including the 'B-' corporate credit
rating, on Blockbuster on CreditWatch with negative implications.
This action reflects S&P's concern regarding the company's ability
to refinance the August 2009 maturity of its revolving credit and
term loan A facilities.

Fitch meanwhile expects Blockbuster will be able to repay the
approximately $19 million outstanding on the term loan A and
possibly renew its bank facility, although the terms will likely
be more restrictive as Blockbuster is anticipated to report
positive EBITDA and free cash flow generation for fiscal 2008.  In
the event the refinancing is not successful and Blockbuster's
liquidity position is weakened, this will prompt Fitch to review
the ratings on the company.


BLUE MOON MOTEL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Blue Moon Motel, LLC
        4650 US Highway 9
        Howell, NJ 07731

Bankruptcy Case No.: 09-16735

Chapter 11 Petition Date: March 20, 2009

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: tneumann@bnfsbankruptcy.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/njb09-16735.pdf

The petition was signed by Eli Weinstein, managing member of the
Company.


BOSTON SCIENTIFIC: S&P Holds 'BB+' Rating; Gives Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
ratings on Natick, Massachussetts-based Boston Scientific Corp.,
and revised the outlook to positive from negative.  These actions
reflect the company's ongoing debt paydown over the past several
years, maintenance of its leading market share in the drug eluting
stent market in the face of increasing competition, and prospects
for (at minimum) modest growth in cardiac rhythm management
devices, given recent new product launches.

"Our ratings on Boston Scientific reflect somewhat aggressive debt
leverage; refinancing risk in 2011; and the steep contraction of,
and increased competition in, the DES market," said Standard &
Poor's credit analyst Cheryl Richer.  These risks outweigh key
strengths, including the company's broad portfolio of market-
leading medical devices and its strong cash flows.

Boston Scientific is a large, worldwide manufacturer (global sales
represent 44% of 2008 revenues) of medical devices used in diverse
interventional medicine specialties.  The cardiovascular group
contributed 43% of 2008 sales, with cardiac rhythm management and
endosurgery business segments contributing 31% and 17%,
respectively.  The additional divisions are neurovascular (6%) and
neuromodulation (3%), which was created by the June 2004 purchase
of Advanced Bionics Inc.

S&P's positive outlook reflects the potential for Boston
Scientific to solidify a financial risk profile commensurate with
an investment-grade rating.  Boston Scientific's global and
product diversity should enable it to achieve overall revenue
growth, despite a setback in any one product line.  While debt
leverage of under 3x is within the parameters of intermediate
financial risk profile (2x-3x debt to EBITDA), funds from
operations to debt of 19% remains a bit weak relative to the 30%-
45% metric.  The rating could be upgraded within one year if
revenue growth and cost-reduction efforts improve operating
margins and cash flow.  This could contribute to refinancing the
2011 maturities.  Still, the outlook could be revised to stable if
revenue shortfalls or margin erosion results in an EBITDA decline
that preempts further financial improvement.  In accordance with
S&P's sensitivity analysis, no improvement in operating margin,
combined with a 5% EBITDA decline, would push debt leverage to
over 3x.


BWAY CORPORATION: Moody's Assigns 'B3' Rating on Senior Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new senior
subordinated notes due 2014 and affirmed the B1 corporate family
rating and negative outlook of BWAY Corporation.  The rating is in
response to the company's announcement on March 2009 that it was
issuing subordinated notes to refinance the existing 10% senior
subordinated notes due June 2010.

Moody's took these rating actions:

  -- Assigned $222 million senior subordinated notes due 2014. B3
     (LGD 5, 84%) (approximately $200 million in cash after the
     original issue discount)

  -- Affirmed $50 million senior secured first lien revolver due
     2012, Ba2 (to LGD 2, 25% from LGD 2, 28%)

  -- Affirmed $5 million Canadian senior secured first lien
     revolver due 2012, Ba2 (to LGD 2, 25% from LGD 2, 28%)

  -- Affirmed $190 million senior secured first lien term loan B
     due 2013, Ba2 (to LGD 2, 25% from LGD 2, 28%)

-- Affirmed $50 million senior secured first lien term loan C
   due 2012, Ba2 (to LGD 2, 25% from LGD 2, 28%)

-- Affirmed $200 million 10% senior subordinated notes due
   2010, B3 (LGD 5, 86%) -- will be withdrawn upon completion
   of refinancing

  -- Affirmed Speculative Liquidity Rating of SGL-3

  -- Affirmed corporate family rating, B1

  -- Affirmed probability of default rating, B1

The ratings outlook is negative.

The ratings are subject to receipt and review of the final
documentation.

BWAY's B1 Corporate Family Rating reflects credit risks resulting
from the high concentration of sales and cyclical nature of the
primary end market.  The negative outlook reflects the company's
limited cushion under financial covenants in the credit agreement;
reliance primarily upon cost cutting measures to improve margins
and the covenant cushion under upcoming step downs; and continuing
weakness in its primary end markets.  While the company has
successfully executed on its cost cutting initiatives and improved
its credit metrics over the last twelve months, covenant cushion
remains tight while conditions in the company's primary end market
have deteriorated.

The ratings are supported by the company's strong market share,
the limited number of suppliers in its market and logistical
barriers to entry in the industry.  The ratings are also supported
by modest leverage for the rating category and long standing
customer relationships.

Headquartered in Atlanta, Georgia, BWAY Corporation is a North
American manufacturer of metal paint and specialty containers and
industrial general line rigid plastic containers for industrial
and consumer products.  Revenues for the twelve months ended
December 28, 2008, were approximately $1.01 billion.


CABLEVISIONS SYSTEM: Finalizes Expiration of Cash Tender Offers
---------------------------------------------------------------
On March 16, Cablevision Systems Corporation and CSC Holdings,
Inc., announced the expiration and final results of the cash
tender offers commenced February 13, for any and all of its
outstanding Floating Rate Senior Notes due 2009 and any and all of
CSC Holdings' outstanding 8.125% Senior Notes due July 2009 and
8.125% Senior Debentures due August 2009.

According to the Company's Report, notes accepted for purchase
amounts per $1,000 principal.  The notes under Total Consideration
label includes, with respect to each $1,000 principal amount of
notes, the Early Tender Premium of $5.00 with respect to the April
notes, $22.84 with respect to the July notes, and $27.63 with
respect to the August notes.  The Early Tender Premium was paid to
holders of notes who validly tendered their notes at or prior to
11:59 p.m., New York Time, on Friday, February 27, 2009 (the
"Early Tender Premium Deadline").

The full text of Cablevison's financial report is available with
no charge at:

               http://ResearchArchives.com/t/s?3a9c

As of the Early Tender Premium Deadline, approximately
$196.3 million aggregate principal amount of the April notes,
$448.8 million aggregate principal amount of the July notes and
$306.7 million aggregate principal amount of the August notes had
been validly tendered.  As of the Expiration Time, an additional
approximately $0.7 million aggregate principal amount of notes
were validly tendered.  The total amount validly tendered as of
the Expiration Time represents 39.3% of the outstanding principal
among of April notes, 89.9% of the outstanding principal amount of
July notes, 76.7% of the outstanding principal amount of the
August notes, and 68.0% of the outstanding principal amount of all
notes subject to the tender offers.

Cablevision and CSC Holdings, as the case may be, will accept for
payment all notes that were validly tendered at or prior to the
Expiration Time.  Subject to the satisfaction of the conditions to
the tender offers, the final settlement date for notes validly
tendered after the Early Tender Premium Deadline but at or prior
to the Expiration Time was on March 16, 2009.  Notes validly
tendered at or prior to the Early Tender Premium Deadline were
settled on March 2, 2009.

Payments for notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of notes to, but excluding, the
final settlement date.

All notes purchased in the tender offers will be retired upon
consummation of the tender offers.  J.P. Morgan served as dealer
manager for the tender offers.  The Bank of New York Mellon served
as the depositary and MacKenzie Partners served as information
agent

                 About Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp.
(NYSE: CVC) -- is a cable operator in the United States that
operates cable programming networks, entertainment businesses and
telecommunications companies.  Through its wholly owned
subsidiary, Rainbow Media Holdings LLC, Cablevision owns interests
in and manages numerous national and regional programming
networks, the Madison Square Garden sports and entertainment
businesses, and cable television advertising sales companies.
Through Cablevision Lightpath Inc., its wholly owned subsidiary,
the company provides telephone services and Internet access to the
business market.

As of December 31, 2008, the company's balance sheet showed total
assets of $9,383,208,000 and total liabilities of $14,745,455,000,
resulting in total stockholders' deficit of $5,362,247,000.

                          *     *     *
As reported by the Troubled Company Reporter on February 11, 2009,
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level and '3' recovery ratings to CSC Holdings Inc.'s
proposed $500 million senior notes due 2019.  The '3' recovery
rating indicates the expectation for meaningful (50%-70%) recovery
of principal in the event of payment default.  At the same time,
S&P placed the 'BB+' rating on $650 million of senior secured debt
of majority-owned Newsday LLC on CreditWatch with negative
implications.  The 'BB' corporate credit rating on parent
Cablevision Systems Corp. remains unchanged.  Bethpage, New York-
based Cablevision is a major cable operator in the New York
metropolitan area.


CALTEX HOLDINGS: In Ch. 11 for Quick Sale of Equipment and Metals
-----------------------------------------------------------------
CalTex Holdings LP filed a Chapter 11 petition to conduct a quick
sale of equipment and scrap metal for $21 million, according to a
Bloomberg News report.

CalTex Holdings owns a 992-acre industrial property in Houston,
Texas.  The property itself is worth $35.3 million, according to a
recent appraisal cited in a bankruptcy court filing, Bloomberg's
Bill Rochelle reported.

Court filings say the equipment in the plant, which previously
produced paper for Abitibi-Consolidated Inc., is worth $11.2
million.  In addition there are scrap metals on the property worth
another $14.3 million.

CalTex Holdings LP filed for Chapter 11 on March 20, 2009 (Bankr.
S.D. Texas, Case No. 09-31875).  H. Rey Stroube, III, Esq., has
been tapped as counsel.  The Debtor disclosed it has assets of $50
million to $100 million and debts of $10 million to $50 million.


CALTEX HOLDINGS: Wants Access to NewStar Cash Collateral
--------------------------------------------------------
CalTex Holdings LP asks the U.S. Bankruptcy Court for the Southern
District of Texas for authorization to use the cash that is
included among assets securing repayment of a loan from NewStar
Financial, Inc.

CalTex wants to use the cash collateral, in accordance with a
budget, upon the Court's entry of an interim order.  The Debtors
want to use the cash for about 15 days, until the Court holds a
final hearing on the proposal on April 10.

Prepetition, the Debtor purchased real estate, equipment and
metals using two loans.  One loan was from Paseo Group LLC, the
Debtor's limited partner, in the amount of $12,000,000.  The
second loan was through a $20,963,000 financing with NewStar
Financial, Inc. as agent for NewStar Short-Term Funding LLC and
NewStar Warehouse Funding 2005 LLC.  Subsequent to the initial
financing NewStar Warehouse Funding 2005 LLC was replaced by
NewStar CP Funding LLC, and NewStar Short-Term Funding LLC was
replaced by NewStar Credit Opportunities Funding I Ltd.

The Debtor and NewStar are parties to the amended loan agreement
as of June 18, 2008, which provided for the financing.

The NewStar financing is secured by a deed of trust dated as of
Dec. 28, 2006, as amended.  NewStar has been in complete control
of Debtor's receipts and disbursements, and has achieved dominion
and control of Debtor's business operations and asset disposition.
Several controlled bank accounts were established, although the
Debtor has one uncontrolled account located at Wells Fargo Bank
that, on the petition date had a balance of $50,000.

NewStar as the Debtor's secured creditor claims an interest in
cash collateral well as a lien and security interest in all of
Debtor's assets including the real property, the equipment and the
metals.  Based on current appraisals, the real estate has a value
of $35,300,000 as of Oct. 2, 2008, the equipment is valued at
$11,161,775, and as of Sept. 12, 2008, the metals as scrap are
valued at $ 14,325,000.

As of the petition date, NewStar asserts a secured debt obligation
of $21,900,000.  The Debtor believes a portion of this alleged
secured debt is unsecured.

According to the Debtor, with respect to the use of cash
collateral for the interim period, NewStar is adequately protected
by the value of the collateral securing the various alleged
secured obligations.  The Debtor cites a $33,000,000 equity
cushion which adequately protects the interest of NewStar.

As additional adequate protection, the Debtor proposes to grant a
replacement lien for the benefit of NewStar in collateral acquired
post-petition of the same type as NewStar's collateral.

According to the Budget, the Debtor expects to have cash needs of
approximately $127,118 for operating and other business expenses
during the period ending April 10, 2009.  The outlined expenses
will be paid using the $50,000 cash with the Debtor and
anticipated $200,000 cash generated from a certain contract with
Bennington Group LLC regarding a sale.  A full-text copy of the
Budget is available for free at
http://bankrupt.com/misc/caltexholdings_cashcoll_budget.pdf

                      About CalTex Holdings LP

Headquartered in Houston, Texas, CalTex Holdings LP was formed on
Dec. 12, 2006.  Its limited partners were Sierra Mesa LLC and
Paseo Group LLC.  The general partner is CalTex Holdings GP, Inc.,
which owns a 1% limited partner interest.  Paseo owns 75% of the
stock of GP, and Sierra owns 25% of the stock of GP.

The Debtor filed for Chapter 11 protection on March 20, 2009,
(Bankr. S. D. Tex. Case No.: 09-31875).  H. Rey Stroube, III, Esq.
represents the Debtor in its restructuring efforts.  The Debtor
listed estimated assets of $50 million to $100 million and
estimated debts of $10 million to $50 million.


CALTEX HOLDINGS: Wants to Sell Property to Bennington for $20MM
---------------------------------------------------------------
CalTex Holdings LP asks the U.S. Bankruptcy Court for the Southern
District of Texas for authorization to sell real estate, equipment
and metals, free and clear of liens, claims and encumbrances, to
Bennington Group LLC for $20 million.

The real estate is in Harris County, Texas, and is located
adjacent to the San Jacinto River, within a 17-mile radius of the
Port of Houston and approximately 25 miles from both of Houston's
airports.

The real estate consists of and contains infrastructure including
buildings, roads, electrical lines, railway spurs and access,
highway access and other improvements.  Included among the
infrastructure and improvements is approximately 200 heavy
industrial manufacturing machines and related equipment associated
with the former paper production process well as both ferrous and
non-ferrous metals, as aluminum, copper, stainless steel and
steel.

Based on current appraisals the real estate has a value of
$35 million.  As of Oct. 2, 2008, the equipment is valued at
$11.1 million, and as of Sept. 12, 2008, the metals as scrap are
valued at $14.3 million.

Included in the assets that are not subject to sale are certain
claims and counter-claims against both creditors and third parties
well as insurance claims for property damage.  When aggregated the
value of these claims exceeds $5 million.

The Debtors relate that the proposed transaction (i) provides an
opportunity to receive the maximum value for the assets being
sold; (ii) will provide cash resources for the operation of the
Debtor's business; (iii) allows the Debtor to retain a viable
business, to satisfy creditor claims, to restructure and
reorganize and to emerge from Chapter 11; and (iv) the terms and
conditions in the Bennington Contract, are reasonable and were the
subject of arm's length negotiations.

A full-text copy of the Bennigton contract is available for free
at: http://bankrupt.com/misc/caltexbenningtoncontract.pdf

                      About CalTex Holdings LP

Headquartered in Houston, Texas, CalTex Holdings LP was formed on
Dec. 12, 2006.  Its limited partners were Sierra Mesa LLC and
Paseo Group LLC.  The general partner is CalTex Holdings GP, Inc.,
which owns a 1% limited partner interest.  Paseo owns 75% of the
stock of GP, and Sierra owns 25% of the stock of GP.

The Debtor filed for Chapter 11 protection on March 20, 2009,
(Bankr. S. D. Tex. Case No.: 09-31875).  H. Rey Stroube, III, Esq.
represents the Debtor in its restructuring efforts.  The Debtor
listed estimated assets of $50 million to $100 million and
estimated debts of $10 million to $50 million.


CAMBRIDGE MORTGAGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Cambridge Mortgage Corporation
        800 University
        Rochester, MI 48307

Bankruptcy Case No.: 09-48415

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
  Town & Country - Sterling Heights, Inc.          09-43650

Chapter 11 Petition Date: March 20, 2009

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

Judge: Steven W. Rhodes

Debtor's Counsel: Erika D. Hart, Esq.
                  700 E. Maple Road, 2nd Floor
                  Birmingham, MI 48009-6359
                  Tel: (248) 644-7800
                  Email: ehart@tauntlaw.com

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

Estimated Debts: $50,001 to $100,000

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

            http://bankrupt.com/misc/mieb09-48415.pdf

The petition was signed by John R. Kersten, president of the
Company.


CHARLIE'S FOODS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Charlie's Foods, Inc.
        201 S. Mountain View Street
        Santa Ana, CA 92704

Bankruptcy Case No.: 09-12343

Chapter 11 Petition Date: March 19, 2009

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Debtor's Counsel: Harlene Miller, Esq.
                  Pagter and Miller
                  525 N Cabrillo Park Dr., Ste. 104
                  Santa Ana, CA 92701
                  Tel: (714) 541-6072
                  Email: harlene@pagterandmiller.com

Estimated Assets: $100,001 to $500,000

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/cabc09-12343.pdf

The petition was signed by Charlie Akoboff, president of the
Company.


CHRYSLER LLC: Fate to be Decided by Auto Task Force By March 31
---------------------------------------------------------------
The Obama administration's auto team told key members of Congress
it plans to make significant announcements on the future of the
domestic automakers and to their suppliers, David Shepardson and
Gordon Trowbridge of The Detroit News report.

Separately, General Motors Corp. and Chrysler LLC -- still
struggling to win critical concessions from debtholders and the
United Auto Workers -- sought to make the case that they're worth
saving, and are making progress toward meeting a critical March 31
deadline, the report adds.

The Detroit News says that Chrysler Chairman and CEO Robert
Nardelli warned that his company will have to file for bankruptcy
if it doesn't receive $5 billion in additional loans by the end of
the month.  His GM counterpart, GM Chairman and CEO Rick Wagoner,
acknowledged that bankruptcy "could work" for his company, but
said it isn't a good option and carries "significant risks."

Chrysler LLC and General Motors Cop. submitted their viability
plans to the Treasury on Feb. 17, saying that they need additional
aid to avert bankruptcy, which, if allowed to happen, would hurt,
not only the two companies, but also their suppliers, employees
and the public.  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.

On Dec. 31, 2008, the U.S. Treasury completed a transaction with
General Motors, under which the Treasury agreed to provide GM with
up to a total of $13.4 billion in a three-year loan from the
Troubled Assets Relief Program, secured by various collateral.  On
January 2, 2009, the Treasury provided a three-year $4 billion
loan to Chrysler LLC.  The two companies are required to show by
March 31 that they can be viable. The loan agreement provides for
acceleration of the loans if those goals under the plan are not
met

According to Detroit News, under terms of the agreements with the
U.S. government, the two automakers are to (i) cut their debt by
two-thirds, and (ii) must win competitive wage and benefit rates
from the UAW and reduce by 50% cash payments to a trust fund that
takes over responsibility for retiree health care in 2010.

Steve Rattner and Ron Bloom, two top advisers to the Obama auto
team, met privately with members of the Congressional Auto Caucus.
According to the source, though lawmakers said the task force
signaled quick action on the supplier issue, it also seems clear
that not all endangered parts makers will be saved.

Sources say Rep. Dale Kildee, D-Flint, described the situation as
"triage," saying the task force was placing a priority on
companies vital to keeping the industry operating.

U.S. Rep. Sander Levin, D-Royal Oak, according to the report said
Obama's auto task force leaders indicated "they will say something
to all of the stakeholders.  He added saying, "They hope to come
forth with a framework and a preliminary assessment of viability,
and it will include discussion of any additional resources and the
path to viability."

                       About General Motors

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

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of US$110.425 billion, total
liabilities of US$170.3 billion, resulting in a stockholders'
deficit of US$59.9 billion.

                          *     *     *

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.

                         About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.


CHRYSLER LLC: Seeks to Recover Tooling From Precision Parts
-----------------------------------------------------------
Bankruptcy Law360 reports that Chrysler LLC has asked the U.S.
Bankruptcy Court for the District of Delaware to lift the
automatic stay in Precision Parts International Holdings Inc.'s
Chapter 11 bankruptcy proceedings so the auto maker can take back
production tooling it provided to the Debtors.

Chrysler, according to the report, told the Court relief from the
bankruptcy stay will allow it to avoid layoffs and millions of
dollars in losses.  According to the report, Chrysler said it had
reached an agreement with Cerion LLC to reclaim the tooling.

The TCR notes that about a year ago on February 1, 2008, Plastech
Engineered Products Inc. sought bankruptcy protection to stop
Chrysler from taking back tooling and other equipment and
resourcing business with other suppliers.  Plastech was allowed by
the U.S. Bankruptcy Court for the Eastern District of Michigan to
keep the tooling pending trial, and reached agreements and
obtained debtor-in-possession funding from its customers, which
included the Big 3 automakers and Johnson Controls Inc.  Plastech,
however, after reviewing alternatives, eventually broke up its
business and sold key assets to parties, including JCI, which
bought the interiors business.

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  Alvarez & Marsal North America LLC serves as financial
advisor and Kurtzman Carson Consultants LLC as notice, claims and
balloting agent.  When the Debtors filed for protection from their
creditors, they listed assets of between $100 million to
$500 million each.

As reported by the Troubled Company Reporter on March 20, 2009,
the Court authorized Precision Parts to sell its business to
Cerion LLC for $18.5 million.  No rival bids were received for
Precision Parts' six plants that produce auto-parts.

                         About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                         Liquidity Crunch

Chrysler has been trying to keep itself afloat.  As reported by
the Troubled Company Reporter on March 20, 2009, its Chief
Financial Officer Ron Kolka, has said even if Chrysler gets
additional government loans, it could face another cash shortage
in July when revenue dries up as the company shuts down its
factories for two weeks to change from one model year to the next.
The Company's CFO has said Chrysler planned for the $4 billion
federal government bailout it received Jan. 2 to last through
March 31.  The Company is talking with the Obama administration's
autos task force about getting another $5 billion, and faces a
March 31 deadline to complete its plan to show how it can become
viable and repay the loans.

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.


CINRAM INTERNATIONAL: S&P Junks Corporate Credit Rating From 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Cinram International Inc. to 'CCC+'
from 'B'.  At the same time, S&P lowered the ratings on Cinram's
and its subsidiaries' various debt issues to 'CCC+' from 'B'.  All
ratings have been placed on CreditWatch with negative
implications.

"These rating actions follow the company's announcement that it is
seeking bank permission through an amendment to its credit
agreement to repurchase term loan debt at a discount from par
using an auction," said Standard & Poor's credit analyst Lori
Harris.

Upon lender approval, S&P expects Cinram to commence an auction to
apply up to US$150 million of cash to reduce its term loan debt at
a discount.  Under S&P's criteria, S&P views a formal cash tender
offer or exchange offer at a discount by a company under
substantial financial pressure as a distressed debt exchange and
tantamount to a default.  S&P will lower its corporate credit
rating on Cinram to 'SD' (selective default) and lower S&P's
ratings on issues repurchased under the tender offer to 'D'
(default) upon completion of the offer.  Shortly thereafter, S&P
will then assign a new corporate credit rating, representative of
the default risk after the financial restructuring.

"Our downgrade does not reflect a perceived increase in Cinram's
bankruptcy risk.  S&P believes the tender offer, if successful,
will reduce debt and cash interest expense, and will decrease the
risk of a default," Ms. Harris added.

Rather, S&P's downgrade is based on the financial pressure S&P
feel Cinram is under to reduce its debt burden by retiring debt
for less than originally contracted.  Similarly, in S&P's view
investors' potential willingness to accept a substantial discount
to contractual terms provides evidence that they have significant
doubts about receiving full payment on obligations, even though
the term debt is secured.  Cinram is likely to use its cash
balances and free cash flow to fund the debt repayment.

The ratings on Cinram will remain on CreditWatch with negative
implications until such time as Standard & Poor's lowers the
ratings to 'SD' because of a term loan repurchase or because the
amendment is declined by the lenders.  Should the amendment be
approved and the term loan repurchases below par reach the
permitted maximum, S&P's preliminary expectation is that the new
corporate credit rating on Cinram could return to the 'B' category
despite significant industry challenges.  S&P believes the revised
capital structure could significantly reduce Cinram's cash
interest expense in the next couple of years and meaningfully
lower the company's debt outstanding.


CMJ ENTEPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: CMJ Enterprises, LLC
        dba Club Pepe Le Pui
        212 Bittersweet Lane
        Belleville, IL 62221

Bankruptcy Case No.: 09-30671

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Judge: Kenneth J. Meyers

Debtor's Counsel: Mary E. Lopinot, Esq.
                  PO Box 307
                  Belleville, IL 62222-0307
                  Tel: (618) 234-9800
                  Fax: (618) 234-9786
                  Email: mlopinot@mmrg.com

Estimated Assets: $100,001 to $500,000

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/ilsb09-30671.pdf

The petition was signed by Courtney Johnson, member of the
Company.


COEUR D'ALENE: Vitale Takes Bogert's Seat on Board Following Exit
----------------------------------------------------------------
Alex Vitale resigned from Coeur d'Alene Mines Corporation's board
of directors effective March 17.

On the same date, L. Michael Bogert was appointed to fill the
vacancy created by Mr. Vitale.

Under the Company's 2005 Non-Employee Directors' Equity Incentive
Plan, Mr. Bogert will receive a portion of his annual director
compensation in Coeur common shares valued at $20,000.

                      About Coeur d'Alene

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

                         *     *     *

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


CONNECTICUT STAMPING: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Connecticut Stamping and Bending Company
        206 Newington Avenue
        New Britain, CT 06051

Bankruptcy Case No.: 09-20642

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Tube Bends Incorporated                           09-20641

Chapter 11 Petition Date: March 19, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Judge: Albert S. Dabrowski

Debtor's Counsel: Anthony S. Novak , Esq.
                  Lobo & Novak, LLP
                  280 Adams Street
                  Manchester, CT 06042-1975
                  Tel: (860) 645-0006
                  Fax: (860) 645-1110
                  Email: AnthonySNovak@aol.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 Jon Barlow, Vice President of the
company.


CONSTELLATION BRANDS: To Use Sale Proceeds to Pay Off $210M Debt
----------------------------------------------------------------
Constellation Brands, Inc., has completed the sale of its value
spirits business to Sazerac Company, Inc. for $334 million,
subject to post-closing adjustments.  The Company will use the
entire net after-tax cash proceeds of approximately $210 million
to further reduce Constellation's borrowings.

In connection with the sale of the value spirits business, the
Company has received $274 million in cash proceeds and a note
receivable for $60 million.

The Company has updated its diluted earnings per share outlook for
fiscal 2009.  The Company's new comparable basis diluted earnings
per share range for fiscal 2009 is targeted to be $1.60 to $1.62
compared to the Company's previous estimate of $1.68 to $1.72.
The revision is driven primarily by an increasingly challenging
global economic environment, particularly the accelerated
deterioration in the Company's U.K. and Australian businesses
during its fourth quarter.

"We experienced weaker than expected demand in our European and
Australian businesses during the Christmas and New Year holiday,"
said Rob Sands, president and chief executive officer of
Constellation Brands.  "The most significant impact was felt in
the U.K., where the economy weakened during this critical selling
season, retail competition intensified, and we made the decision
to forego participation in significant price discounting offered
by multiple grocers.  Previously, we passed through price
increases to offset two duty increases that were implemented
earlier in the year."

"While we have already begun to take actions in the U.K. to align
the cost structure with the realities of the marketplace, we
believe it is appropriate to implement additional cost reductions
not only in the U.K., but across our global businesses," Mr. Sands
continued.  "Although not finalized, these initiatives are
currently expected to result in the elimination of approximately
five percent of our global workforce."  Additional details of the
restructuring will be included as part of the Company's earnings
announcement scheduled for April 8, 2009.

During the fourth quarter, the Company expects to record an
estimated $430 million of after-tax charges, primarily related to
the non-cash impairments of certain goodwill, intangible assets
and equity method investments associated with the company's
international businesses.  These one-time charges will drive a
reported basis loss for fiscal 2009 and will be excluded from
comparable basis results.  For fiscal 2009, the Company now
expects a reported basis diluted loss per share in the range of
$1.26 to $1.28.

"Although we are experiencing the effects of the global recession,
we are pleased that Constellation's free cash flow generation
continues to be strong and is anticipated to be within our
previously guided $360 to $390 million range for fiscal 2009,"
said Bob Ryder, chief financial officer of Constellation Brands.
"We continue to be in a strong liquidity position, as total debt
has decreased by more than $800 million from year end fiscal 2008,
primarily through a combination of strong free cash flow and
proceeds from asset dispositions.  Our focus on rapid deleveraging
has allowed us to achieve our debt to comparable basis EBITDA goal
for the year in the low four times range."

To achieve synergies and operating efficiencies, the Company will
consolidate the retained premium spirits business into its North
American wine operations.

For fiscal 2010, the Company expects the challenging macro-
economic operating environment to continue and as a result, is
targeting comparable basis diluted EPS growth in the low-to-mid
single digit range versus fiscal 2009.  Free cash flow is expected
to fall below fiscal 2009 levels due primarily to the expected
$65 million tax impact from the sale of the value spirits business
and $50 million in favorable hedge transaction settlements that is
not expected to reoccur in fiscal 2010.  The Company will provide
further details relating to its fiscal 2010 outlook, including key
strategic initiatives, in connection with its fourth quarter
fiscal 2009 earnings news release and conference call.

"In North America, the wine industry continues to grow and we
continue to see consumers trading up albeit at lower rates as
compared to its peak.  The Company's U.S. spirits business
continues to experience strong growth rates driven by sales of
SVEDKA Vodka.  Increased promotional activities in the Crown
imported beer business are expected to offset the impact of the
recession in some of our key markets," said Mr. Sands.  "We are
taking decisive action to ensure we are adaptive and responsive to
the rapidly-changing global economy by remaining focused on
creating efficiencies, generating cash flow and paying down debt.
The continuation of this strategy in combination with worldwide
cost reductions positions us well for the future as we work
through the current challenging macro economic environment and
take advantage of the recovery when it occurs."

       Fourth Quarter Earnings Release and Conference Call

The Company will report financial results for its fiscal fourth
quarter and full year ended Feb. 28, 2009, on April 8, 2009,
before the open of U.S. markets.  A conference call to discuss the
financial results and outlook will be hosted by President and
Chief Executive Officer Rob Sands and Executive Vice President and
Chief Financial Officer Bob Ryder, at 10:30 a.m. eastern time,
April 8, 2009.

                   About Constellation Brands

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE:STZ) -- http://www.cbrands.com/-- has more than 250 brands
in its portfolio, sales in approximately 150 countries and
operates approximately 60 wineries, distilleries and distribution
facilities.  The company has market presence in the U.K.,
Australia, Canada, New Zealand, and Mexico.

Barton Brands Ltd. is the spirits division of Constellation Brands
Inc. is a producer, importer and exporter of a wide range of
spirits products, including brands such as Black Velvet Canadian
Whisky, Ridgemont Reserve 1792 bourbon, and Effen vodka.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Fitch Ratings assigned a 'BB-' rating to a note registered by
Constellation Brands Inc. to fund the purchase price of Beam Wine
Estates Inc., a subsidiary of Fortune Brands Inc: $500 million
8.375% senior unsecured note due Dec. 15, 2014.  The rating
outlook is negative.


CORDIA CORP: Inks $1.2MM Factoring Agreement with Thermo Credit
---------------------------------------------------------------
Cordia Corporation, through its subsidiary Cordia Prepaid Corp.,
entered into a Factoring and Security Agreement with Thermo
Credit, LLC, in which CPC will offer to sell, transfer, and assign
certain eligible receivables to Thermo in exchange for payment of
the net value of the purchased receivables after deducting
applicable LEC and billing fees, adjustments and reserves.

The Agreement is for a term of two years and provides for an
initial purchase commitment of up to $1,200,000 of eligible
receivables.  The full-text copy of the Factoring and Security
Agreement is available for free at:

              http://ResearchArchives.com/t/s?3aa0

The first purchase of eligible receivables in the amount of
approximately $789,000 occurred on March 16, 2009.  The net
payment received by Cordia was $600,000 after adjustment which
included an initial commitment fee of 2 % of the initial purchase
commitment payable in two equal installments, the first of which
was paid at the time of the first purchase.

Cordia also has entered into an Amendment to Factoring and
Security Agreement with Thermo Credit, LLC, amending the original
agreement between the parties dated September 21, 2007.  The
Amendment changes the termination date of the agreement from
September 14, 2010, to March 16, 2011.  The purpose of the
Amendment was to make the Factoring Agreement between Thermo and
CPC coterminous with the Amendment.  A full-text of the Amendment
is available without extra charge at:

                http://ResearchArchives.com/t/s?3aa1

With the execution of the Amendment, Cordia paid to Thermo a
purchase commitment fee equal to 0.375 of the purchase commitment
which is $20,625.  The remaining terms, provisions and conditions
of the original agreement remain unchanged and in full force and
effect.

                        About Cordia Corp.

Based in Winter Garden, Fla., Cordia Corporation (OTC BB: CORG) --
http://www.cordiacorp.com/-- through its operating
subsidiaries, Cordia Communications Corp., CordiaIP Corp., My Tel
Co Inc., Northstar Telecom Inc., and Cordia International Corp.
offers business, residential, and wholesale customers local and
long distance telecommunications services in more than sixty (60)
countries utilizing traditional wireline and Voice over Internet
Protocol (VoIP) technologies.  In addition, Cordia develops and
provides a suite of proprietary web-based billing software and
outsourced services to local, long distance and VoIP
telecommunications providers.  The Company has Latin America
operations in Mexico, Brazil, Argentina, Chile, and Peru.


COTT CORPORATION: Moody's Retains 'Caa1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service changed Cott Corporation's speculative
grade liquidity rating to SGL-3 from SGL-4.  The company's
corporate family rating of Caa1 and stable outlook remain
unchanged.

The SGL-3 rating reflects Moody's expectation that Cott would
likely maintain adequate liquidity over the next twelve months.
Moody's notes that Cott's cash flow generation may continue to be
pressured by increasing competition and promotional activity from
national brands, loss of its exclusive relationship with Wal-Mart,
and a weak CSD market in North America.  However, these negative
pressures should be tempered somewhat by the moderating input
costs as well as the expected reduction in capital expenditures to
maintenance level over the next 12 months.  As such, Moody's
anticipate that Cott would generate breakeven or slightly positive
free cash flow in the coming year.

The SGL-3 also anticipates ample cushion would be maintained above
the $30 million excess availability under the revolving credit
facility, hence a springing fixed charge covenant would not be
triggered.  In a scenario where this covenant would be triggered
as a result of increased revolver drawings and/or a collapse in
eligible borrowing base assets, Moody's believes that covenant
compliance would be uncertain.  As of December 27, 2008, Cott's
availability under its revolving credit facility was approximately
$45.5 million.  Since then, the cushion has likely improved
modestly as Moody's expect that the company used its cash balances
to pay down the outstanding revolver borrowings.  Moody's
currently projects that Cott should sustain availability in excess
of a $50-60 million range during the next four quarters.  That
said, if the excess availability dips below mid-50 million on a
sustained basis due to a diminished borrowing base as its overall
business further shrinks or other reasons, the company's SGL
rating could be negatively pressured.

These ratings are unaffected by the action:

Cott Corporation:

  -- Corporate Family rating at Caa1

  -- Probability of Default Rating at Caa1

Cott Beverages, Inc.:

  -- $275 million 8% senior sub notes due 2011 at Caa2, (LGD 5,
     74%)

Rating outlook remains stable

This rating has changed:

  -- Speculative grade liquidity rating to SGL-3 from SGL-4

The last rating action was taken on December 22, 2008 where Cott's
corporate family rating was lowered to Caa1 from B3, speculative
grade liquidity rating was lowered to SGL-4 from
SGL-3, and outlook was stabilized.

Headquartered in Toronto, Ontario, Cott Corporation is one of the
world's largest retailer-brand soft drink suppliers with a leading
position in take-home carbonate soft drink markets in the US,
Canada, and the UK.  Sales for the trailing twelve month period
were approximately $1.6 billion.


CRUSADER ENERGY: Defers $833,000 Installment on Bank Debt
---------------------------------------------------------
Crusader Energy Group Inc. said that in connection with its
continued evaluation and assessment of financial and strategic
alternatives to address its $5 million borrowing base deficiency
under its senior credit facility, the Company elected not to pay
the approximately $833,000 first installment on the repayment of
the borrowing base deficiency that was due on March 25, 2009.

The Company said it had notified the lenders under the senior
credit facility that it had elected to repay the borrowing base
deficiency through six equal monthly installments, with the first
installment due March 25, 2009.  The Company said its election not
to pay the installment due on March 25, 2009 results in an event
of default under the Company's senior credit facility, and the
administrative agent under the Company's senior credit facility
could elect to declare all amounts outstanding under the senior
credit facility to be immediately due and payable.

In addition, an event of default under the senior credit facility
results in an event of default under the Company's second lien
credit facility, and the administrative agent under the second
lien credit facility (subject to certain intercreditor agreement
provisions) could elect to declare all amounts outstanding under
the second lien credit facility to be immediately due and payable.

If the lenders under either credit facility accelerate such
indebtedness, the Company does not have sufficient funds currently
available to repay such indebtedness.  The Company remains in
discussions with the lenders under both its senior credit facility
and its second lien credit facility regarding potential solutions
to address the borrowing base deficiency and default, as well as
with other third parties regarding potential strategic
alternatives -- which may include restructuring the Company's
debt, the sale of some or all of the Company's assets or a merger
or other business combination involving the Company.  The Company
may be required to seek protection under Chapter 11 of the United
States Bankruptcy Code if such efforts are not successful or to
effect any strategic alternative that it elects to pursue.

                       About Crusader Energy

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


CTI FOODS: S&P Gives Negative Outlook; Affirms 'B' Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Wilder, Idaho-based CTI Foods Holding Co. LLC to
negative from stable.  At the same time, S&P affirmed the ratings
on CTI, including the 'B' corporate credit rating.

As of Jan. 3, 2009, CTI foods had about $179 million in reported
debt.

The outlook revision reflects S&P's concerns about tight covenant
cushion on the company's funded debt to EBITDA covenant in the
coming quarters.  S&P estimate that the EBITDA cushion on this
leverage covenant will decline to the 5% area in the first and
second quarters of fiscal 2009, compared with a cushion of closer
to 10% as of fiscal year end 2008, following a scheduled quarter-
turn step-down to 4.75x on March 31, 2009.

Sales for fiscal 2008 exceeded budget and increased by 26%
compared with fiscal 2007, primarily due to higher volumes in all
three divisions (meat, beans, and soups) and pricing.  Soup and
bean volumes were modestly below plan as new soup customer
rollouts were slower than expected and the bean rollout was
delayed.

The outlook is negative, reflecting S&P's concerns about tighter
covenant cushion in the upcoming quarters following a quarter-turn
step-down to 4.75x in the company's funded debt to EBITDA covenant
at the end of March 2009.

"We could consider lowering the ratings in the very near term if
cushion becomes more constrained and/or the company cannot
maintain compliance with its financial covenants," said Standard &
Poor's credit analyst Christopher Johnson.  This could occur if
the company experiences any near-term delays in manufacturing
production leading to corresponding declines in EBITDA.

"S&P could consider an outlook revision back to stable if the
company continues to generate double-digit sales and EBITDA growth
rates, thereby improving the EBITDA cushion on its leverage ratio
to closer to 15% by fiscal year end," he continued.


DAMMAN PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Damman Properties, Inc.
        dba Blackberry Development, LLC
        dba The Patch
        dba Blackberry Patch Golf Course
        dba Mad Mike's Auction
        4555 Cambria Road
        Hillsdale, MI 49242

Bankruptcy Case No.: 09-03187

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
  Damman Construction, Inc.                        09-03189

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Kerry D. Hettinger, Esq.
                  Hettinger & Hettinger PC
                  200 Admiral Avenue
                  Portage, MI 49002-3503
                  Tel: (269) 344-1100
                  Email: khett57@hotmail.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/azb09-00557.pdf

The petition was signed by Michael A. Damman, president of the
Company.


DANA HOLDING: 2008 Sales Down $626MM from 2007's
------------------------------------------------
Dana Holding Corporation on March 16 announced its full-year and
fourth-quarter 2008 results.

According to their report, sales for the full-year 2008 were
$8,095 million, down $626 million from $8,721 million in 2007.
This decrease was driven primarily by sharply declining vehicle
production levels in North America.

Including a one-time gain of $754 million related to emergence
from Chapter 11 reorganization, net income was $18 million,
compared with a net loss of $551 million for 2007.  Earnings
before interest, taxes, depreciation, amortization, and
restructuring (EBITDA) for the full year were $301 million,
compared with $450 million in 2007.  The decline was due to
significantly lower vehicle production, which was partially offset
by margin improvements and cost reductions.  At year end, Dana had
cash balances of $777 million and total liquidity of $866 million.
Net debt was $474 million.

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

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

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

Free cash flow was a negative $50 million for the fourth quarter,
compared to $83 million for the prior-year period, primarily due
to lower earnings for the quarter.  Working capital was a source
of $177 million of cash during the quarter, primarily due to lower
production volumes.  The cash balance at year end also reflects
the repayment of $150 million of outstanding principal under the
term loan facility to support an amendment to the company's credit
agreement.  The full text of Dana's Financial Report during the
Company's conference call is available for free at:
http://ResearchArchives.com/t/s?3a9b

                        About Dana Holding

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

Dana Corp. and its affiliates filed for Chapter 11 protection on
March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represented the Debtors.  Henry S. Miller at Miller Buckfire &
Co., LLC, served as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners served as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represented the Official Committee of
Unsecured Creditors.  Fried, Frank, Harris, Shriver & Jacobson,
LLP, served as counsel to the Official Committee of Equity
Security Holders.  Stahl Cowen Crowley, LLC, served as counsel to
the Official Committee of Non-Union Retirees.  The Debtors filed
their Joint Plan of Reorganization on Aug. 31, 2007.  Judge Burton
Lifland confirming the Plan, as thrice amended, on Dec. 26, 2007.
The Plan was declared effective Jan. 31, 2008.  Upon emergence,
the company was renamed as Dana Holding Corporation.

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

                           *     *     *

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


DFI PROCEEDS: Files Disclosure Statement; April 15 DS Hearing Set
-----------------------------------------------------------------
Driggs Farms of Indiana, Inc., now known as DFI Proceeds, Inc.,
and its official committee of unsecured creditors has filed with
the U.S. Bankruptcy Court for the Northern District of Indiana a
disclosure statement for their Joint Plan of Liquidation, dated as
of March 18, 2009.

The hearing to consider the adequacy of the disclosure statement
is set for April 22, at 10:50 a.m.  Objections, if any, to the
disclosure statement must be filed not later than April 15.

                            Plan Terms

The Plan implements the distribution of the proceeds from the sale
of the Debtor's assets to Land-O-Sun Dairies, LLC, after the
payment of Allowed Secured Claims.  The sale closed on
September 22, 2008.

On the Plan's Effective Date, all remaining assets of the Debtor
and its estate, including all unencumbered assets and all Cash,
shall be transferred to and vest in the Liquidating Trust.  From
the proceeds held in the Liquidating Trust, the Liquidating
Trustee is to make distribution to claims in accordance with the
Plan terms.

The Plan segregates the claims against and interests in the Debtor
into 6 classes:

  Class 1   Secured Claims                 Unimpaired

  Class 2   Non-Tax Priority Claims        Unimpaired

  Class 3   General Unsecured Claims       Impaired; Entitled to
                                           Vote

  Class 4   Subordinated 510(c) Claims     Impaired and Deemed to
                                           Reject

  Class 5   Subordinated 510(b) Claims     Impaired and Deemed to
                                           Reject

  Class 6   Old Equity Interests           Impaired and Deemed to
                                           Reject

General Unsecured Claims will receive from the Liquidating
Trustee, in full satisfaction of its claim, its Pro Rata share of
the Class 3 Distribution Amount.  General Unsecured Claims is the
only Class that is entitled to vote to accept or reject the Plan.

On the Plan's Effective Date, the Old Equity Interests will be
cancelled and each holder thereof shall not receive or retain any
property or interest on account of said Interests.

Holders of Subordinated 510(c) Claims under Class 4 and
Subordinated 510(b) Claims under Class 5 will not receive or
retain any property under the Plan and are deemed to reject the
Plan, and, therefore, are not entitled to vote to accept or reject
the Plan.

                      "Cramdown" Provisions

The Debtors reserve the right to seek confirmation of the Plan
pursuant to the "cramdown" provisions under Sec. 1129(b) of the
Bankruptcy Code.  Under said provision of the Bankruptcy Code, a
plan may still be confirmed notwithstanding the non-acceptance
thereof by one or more impaired classes, provided that it does not
"discriminate unfairly" and is "fair and equitable" with respect
to each non-accepting class.

A full-text copy of the disclosure statement explaining the
Debtors' Joint Chapter 11 Plan of Reorganization is available at:

        http://bankrupt.com/misc/DFIProceeds.DSPart1.pdf
        http://bankrupt.com/misc/DFIProceeds.DSPart2.pdf
        http://bankrupt.com/misc/DFIProceeds.DSPart3.pdf

Based in Decatur, Ind., Driggs Farms of Indiana Inc. nka. DFI
Proceeds, Inc. manufactures frozen desserts & novelties and dairy
products.  The company filed for Chapter 11 protection on
June 20, 2008 (N.D. Indiana Case No. 08-11955).  Daniel J.
Skekloff, Esq., and Sarah Mustard Heil, Esq., at Skekloff,
Adelsperger & Kleven, LLP, represent the Debtor as counsel.  Mark
A. Warsco, Esq., at Rothberg Logan & Warsco L.L.P., represents
Unsecured Creditors' Committee as counsel.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million and debts of $10 million to
$50 million.


DIEBOLD INC: CFO K. Krakora Resigns As Regulators Probe Books
-------------------------------------------------------------
Joe Barrett and Steve Gelsi at The Wall Street Journal report that
Diebold Inc. said that its chief financial officer, Kevin Krakora,
has resigned after he received a notice of possible enforcement
action by regulators in connection with an accounting probe at the
Company.

WSJ states that Diebold restated financial statements for the
2006, 2005, 2004, and 2003 periods as disclosed in its 2007 annual
report.  The restatements involved a revenue recognition method
that favored quicker booking of revenue, but didn't affect the
overall amount, WSJ relates, citing Gil Luria at Wedbush Morgan
Securities.  According to the report, Diebold stopped filing
financial results for about 10 months in 2007 and 2008.

Citing Diebold, WSJ relates that Mr. Krakora received a Wells
notice, or a notice of possible enforcement action from the U.S.
Securities and Exchange Commission.  Other former employees in the
finance organization also received Wells notices, WSJ says, citing
Diebold.

Diebold, according to WSJ, said that its vice president and
corporate controller, Leslie A. Pierce, is taking the role of
interim CFO.

The latest development in the SEC's probe into Diebold's revenue
recognition procedures, which led to a multi-year financial
restatement, doesn't appear to cause any new financial issues for
the Company, WSJ reports, citing analysts.

According to WSJ, Diebold said that it drew scrutiny for its past
practice of recognizing revenue on a bill and hold basis in its
North America business segment and other accounting matters.

WSJ relates that the Department of Justice is also investigating
Diebold.  WSJ reports that Diebold said it continues to cooperate
with the government in connection with the probes, and that it
can't predict the length or scope of the probes, or their possible
impact on its operations.

                    About Diebold Incorporated

Headquartered in North Canton, Ohio, Diebold Incorporated (NYSE:
DBD) -- http://www.diebold.com/-- is engaged in the sale,
manufacture, installation and service of automated self-service
transaction systems, electronic and physical security products,
election systems and software.  The company specializes in
technology that people worldwide can use to access services when,
where and how they may choose.  Diebold's segments comprise its
three main sales channels: Diebold North America, Diebold
International, and Election Systems and Other.


DOLE FOOD: S&P Gives Negative Outlook; Keeps 'B-' Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Westlake Village, California-based Dole Food Co. Inc.
to stable from negative.  S&P also affirmed the existing ratings
on the company, including the 'B-' corporate credit rating.  As of
Jan. 3, 2009, the company had about $2.2 billion of debt.

The outlook revision follows Dole's successful completion of the
sale and issuance of $350 million of 13.875% senior secured notes
due 2014.  The company used net proceeds of $325 million from the
issuance, together with cash and borrowings under the revolving
credit facility, to refinance its $345 million senior notes due
May 1, 2009, and pay related fees, premiums, and expenses.

The ratings on Dole reflect its highly leveraged financial profile
and participation in the competitive, commodity-oriented, and
volatile fresh produce industry, which is subject to seasonality,
as well as political and economic risks.  The company has
additional upcoming maturities in 2010 and 2011.

S&P believes the company has alleviated S&P's near-term liquidity
concerns.  Dole completed a notes offering and used proceeds,
along with cash and revolver borrowings, to repay the May 2009
maturity. Still, S&P note the company has upcoming maturities in
June 2010 and March 2011.

S&P could revise the outlook to negative if Dole's operating
performance declines and/or covenant cushion becomes weak. "We
could also revise the outlook to negative if Dole does not address
its June 2010 notes maturity on a timely basis, while maintaining
adequate liquidity," said Standard & Poor's credit analyst Alison
Sullivan.

"A positive outlook is unlikely until Dole addresses the 2010 and
2011 maturities and can sustain improved operating performance
trends," she continued.


DORAL FINANCIAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Doral Financial Centre, LLC
        7910 NW 25th Street, Suite 205
        Doral, FL 33122
        Tel: (305) 398-0214

Bankruptcy Case No.: 09-14477

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

Chapter 11 Petition Date: March 16, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: John M. Cruz II, Esq.
                  1041 Ives Dairy Rd # 236
                  Miami, FL 33179
                  Tel: (305) 249-2070
                  Email: cruzjohnm@aol.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 Sandra Blanco, manager of the Company.


EAU TECHNOLOGIES: Obtains Sept. 16 Extension of $3.3-Mil. Note
--------------------------------------------------------------
EAU Technologies, Inc., and Water Science, LLC, have agreed to
amend a Promissory Note to extend the maturity date from March 16,
2009, to September 16, 2009, and increase the annual simple
interest rate payable under the Promissory Note from 3% to 10%,
thereby eliminating the 8% interest rate that became effective
March 16, 2009.

EAU is a debtor under the Second Amended and Restated Senior
Secured Convertible Promissory Note with WS.  On March 16, 2009,
the Promissory Note matured, causing the outstanding balance of
$3,314,750 to become due.  The Promissory Note provides that, to
the extent that it was not paid in full at maturity, the interest
rate increased to 8%.  The Promissory Note was not paid at
maturity.

WS is a shareholder of the Company and is controlled by Peter
Ullrich, a member of the Board of Directors of the Company.

                     About EAU Technologies

Based in Kennesaw, Ga. EAU Technologies Inc., fka as Electric
Aquagenics Unlimited Inc. (OTC BB: EAUI) -- http://www.eau-x.com/
-- is a supplier of Electrolyzed Water Technology and other
complementary technologies with applications in diverse
industries.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 8, 2008, HJ
& Associates, LLC, in Salt Lake City, expressed substantial doubt
about EAU Technologies Inc., fka Electric Aquagenics Unlimited
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2007,
and 2006.  The auditing firm pointed to the company's working
capital and stockholders' deficits.

As of September 30, 2008, the company's balance sheet showed total
assets of $4,537,253 and total liabilities of $11,691,026,
resulting in total stockholders' deficit of $7,153,773.


FORD MOTOR: In Preliminary Talks for Sale of Volvo
--------------------------------------------------
Matthew Dolan, Norihiko Shirouzu, and Joann S. Lublin at The Wall
Street Journal report that Ford Motor Co. said that it has held
preliminary discussions with companies interested in its Swedish
unit, Volvo Cars.

According to WSJ, people familiar with the matter said that Geely
Automobile Holdings Ltd. and a Europe-based consortium of
investors are among those bidding for Volvo cars.  Three or more
companies are interested in Volvo Cars, the report says, citing a
source.

Ford's Michigan neighbor, General Motors Corp. is disposing of its
Swedish unit, SAAB, but so far has not found a buyer.  SAAB has
already filed for bankruptcy, and the Swedish government has so
far not provided a bail-out for SAAB.

                          About Ford Motor

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

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

                           *     *     *

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

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


FORD MOTOR: Names R. Gephardt & A. Earley to Board of Directors
---------------------------------------------------------------
Ford Motor Company said that Richard A. Gephardt and Anthony F.
Earley, Jr., were elected to its board of directors effective
immediately.

Mr. Gephardt, 68, is the former Majority Leader of the U.S. House
of Representatives and served 14 terms in Congress.  He is
currently president and CEO of the Gephardt Group, a multi-
disciplined consulting firm that helps companies compete in the
global marketplace, and senior counsel and strategic advisor for
DLA Piper Rudnick, one of the world's largest legal services
providers.

Mr. Earley, 59, is Chairman and CEO of DTE Energy, a position he
has held since 1998.   DTE Energy owns Detroit Edison, an electric
utility, and Michigan Consolidated Gas Company, a natural gas
utility, which serve a combined 3.5 million customers.  DTE Energy
also owns several non-utility companies that provide energy
services to large industrial customers, provide transportation and
storage of fuels, such as natural gas and coal, engage in energy
trading and undertake the development of unconventional gas
resources.

"I have known and respected Dick Gephardt and Tony Earley for a
long time, and Ford is very fortunate to have these two seasoned
leaders join our Board at an important time in our company's
history," said Ford Executive Chairman Bill Ford.  "Dick's
distinguished record of public service and his recent experience
helping companies and labor organizations find better ways to
compete in the global economy make him an invaluable addition to
Ford's Board.  Tony is one of the most successful leaders in the
utility industry and joins our Board at a time when automakers and
utilities are working together to find ways to cooperate on the
electrification of automobiles.  He will also help us immeasurably
as we deal with the serious issues of energy independence, energy
security and sustainability."

Mr. Gephardt served for 28 years in the United States House of
Representatives from 1976 to 2004, representing Missouri's Third
Congressional District, home to his birthplace, St. Louis.  He was
elected to serve as House Democratic Leader for more than 14
years, as House Majority Leader from 1989 to 1995 and Minority
Leader from 1995 to 2003.

Mr. Gephardt also is a member of the board of directors of United
States Steel Corporation, Spirit Aerosystems Holding, Inc., Dana
Corporation, Centene Corporation and Embarq Corporation.
He earned a bachelor of science from Northwestern University in
1962 and a juris doctorate from the University of Michigan Law
School in 1965.

Mr. Earley also is a member of the board of directors of DTE
Energy and MASCO Corporation.  He serves on the board of directors
of numerous educational and civic organizations, including the
Nuclear Energy Institute, Edison Electric Institute, Detroit
Renaissance, the Detroit Zoological Society, United Way for
Southeastern Michigan and Cornerstone Schools.

Mr. Earley earned a bachelor of science degree in physics, a
master of science degree in engineering and a law degree, all from
the University of Notre Dame.  He served as an officer in the
United States Navy nuclear submarine program, where he was
qualified as a chief engineering officer.

                          About Ford Motor

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

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

                           *     *     *

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

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


FOSS MANUFACTURING: Stephen Foss Settles Creditors' Lawsuit
-----------------------------------------------------------
Patrick Cronin at Seacoastonline.com reports that former Foss
Manufacturing Company, Inc., CEO Stephen Foss has settled a
lawsuit that creditors filed against him.

According to Seacoastonline.com, the creditors had claimed that
Mr. Foss and others accused Foss Manufacturing looted the Company
as it was going bankrupt.  The report states that terms of the
settlement were finalized on February 24 and are confidential.
Citing the trustee, the report says that the estate gained about
$8.6 million from settling this case, as well as one against the
Company's former auditing firm.

Seacoastonline.com relates that the creditors had alleged, among
other things, that Mr. Foss used company money as his own
"personal piggy bank," and that he and the Pease Development
Authority board chairperson spent millions of the Company's money
on personal and family expenses, like improvements to family homes
and club memberships at more than a dozen private clubs in
Bermuda, New York, and Florida.

The creditors, says Seacoastonline.com, had claimed that Foss
Manufacturing was on the brink of bankruptcy for several years,
but remained afloat by misrepresenting its condition and
falsifying financial information.  Citing the creditors,
Seacoastonline.com relates that Mr. Foss enlisted former chief
financial officer Kevin Sexton and former technology department
chief Marcella Darling to change financial records to give the
appearance that the Company was doing better than it really was.

The board of directors, including Mr. Foss' wife, Patricia, and
his daughter, Jenifer Smyth, failed to live up to its fiduciary
responsibilities of keeping a watchful eye over Foss
Manufacturing, according to Seacoastonline.com.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc., nka Felt Manufacturing Company, Inc. --
http://www.fossmfg.com/-- is a producer of engineered, non-woven
fabrics and specialty synthetic fibers, for a variety of
applications and markets.  The Company filed for chapter 11
protection on Sept. 16, 2005 (Bankr. D. N.H. Case No. 05-13724).
Andrew Z. Schwartz, Esq., at Foley Hoag LLP represented the
Debtor.  Beth E. Levine, Esq., at Pachlski, Stang, Zieh, Young,
Jones & Weintraub represents the Official Committee of Unsecured
Creditors.  The Court appointed Patrick J. O'Malley as the
Debtor's Chapter 11 Trustee and lawyers from Hanify & King,
Perkins, Smith & Cohen, LLP, and Mintz, Levin, Cohn, Ferris
represent the Chapter 11 Trustee.  When the Debtor filed for
protection from its creditors, it listed $49,846,456 in assets and
$53,419,673 in debts.


GATEWAY ETHANOL: Court OKs Increase of Loan Amount to $5.7 Million
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas approved on
February 27, 2009, amendments to its stipulated final order
granting Gateway Ethanol, L.L.C., authority to obtain secured
postpetition financing from Dougherty Funding LLC.

The amendments include an increase in the maximum principal amount
from $5,625,761 to $5,707,319, and postponement to
March 31 of the deadline to close the asset sale.

A full-text copy of the Court order, which includes a revised
budget, is available at:

   http://bankrupt.com/misc/GatewayEthanol.AmendedDIPOrder.pdf

As reported by the Troubled Company Reporter on Nov 19, 2008,
pursuant to the DIP Loan terms, the financing terminates if
certain milestones are not achieved, including the completion of a
sale at a specified date.

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.


GENERAL MOTORS: 7,600 U.S. Factory Workers to Voluntarily Resign
----------------------------------------------------------------
General Motors Corp. said on Thursday that about 7,600 of its U.S.
factory workers will resign from the Company under its job-buyout
program, John D. Stoll and Jeff Bennett at The Wall Street Journal
report.

WSJ relates that GM, under terms of the union job buyout plan,
began offering in February 2009 early-retirement incentives to
22,000 of its 62,000 United Auto Workers union members as part of
the Company's efforts to reduce its global operations.  GM said in
February that they would be "pleased" if as many as half of those
offered the deal would take it.  According to WSJ, the current
number of employees leaving is fewer than GM had hoped.  WSJ
states that GM told the Treasury in February that it would
decrease its hourly workers in the U.S. to 44,500 by October 2009.

Citing people familiar with the matter, WSJ relates that GM has
negotiated another agreement with the UAW that could let it to cut
as many as 9,000 more people by October.

WSJ states that GM, after the buyout offer, still has to cut about
10,000 positions in the next six months.  According to WSJ, GM
said it will fill any UAW-covered job openings with laid-off
workers when possible before hiring new workers at entry-level
wages, as allowed under a UAW contract.

GM, says WSJ, still has to convince the UAW to renegotiate the
restructuring of $20 billion in health-care benefits for retirees.
According to the report, the UAW said that it prefers to negotiate
a health-care agreement similar to one it reached with Ford Motor
Co.  GM said that the Ford deal won't meet its cost-cutting needs,
the report states.

WSJ relates that that the union said it won't negotiate with GM on
the health plan until the Company's bondholders -- who carry $27
billion in unsecured debt -- offer deeper concessions to the
Company.

WSJ notes that it is increasingly unlikely that GM will meet a
March 31 deadline for gaining concessions from its main union and
bondholders.  Citing people familiar with the matter, the report
states that the auto-industry task force appears willing to extend
the deadline by 30 days.

Sources said that GM and potentially, the bondholders, will meet
with the task force before March 31, WSJ reports.

WSJ relates that GM has threatened to terminate the Hummer brand
next Tuesday if it fails to reach a workable agreement with one of
the suitors by then, but the Company is open to extending
negotiations beyond March 31 under the right circumstances, WSJ
states, citing people familiar with the matter.

                    About General Motors

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

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

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

                           *     *     *

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

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

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

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


GENERAL MOTORS: Auto Team Expected to Decide on Fate By March 31
----------------------------------------------------------------
The Obama administration's auto team told key members of Congress
it plans to make significant announcements on the future of the
domestic automakers and to their suppliers, David Shepardson and
Gordon Trowbridge of The Detroit News reported.

Separately, General Motors Corp. and Chrysler LLC -- still
struggling to win critical concessions from debtholders and the
United Auto Workers -- sought to make the case that they're worth
saving, and are making progress toward meeting a critical March 31
deadline, the report added.

The Detroit News says that Chrysler Chairman and CEO Robert
Nardelli warned that his company will have to file for bankruptcy
if it doesn't receive $5 billion in additional loans by the end of
the month; GM Chairman and CEO Rick Wagoner acknowledged that
bankruptcy "could work" for his company, but said it isn't a good
option and carries "significant risks."

Chrysler LLC and General Motors Cop. Submitted their viability
plans to the Treasury on Feb. 17, saying that they need additional
aid in order to avert bankruptcy, which, if allowed to happen,
would hurt, not only the two companies, but also their suppliers,
employees and the public.  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.

To recall, on Dec. 31, 2008, the U.S. Treasury completed a
transaction with General Motors, under which the Treasury agreed
to provide GM with up to a total of $13.4 billion in a three-year
loan from the Troubled Assets Relief Program, secured by various
collateral.  On January 2, 2009, the Treasury provided a three-
year $4 billion loan to Chrysler Holding LLC.  The two companies
are required to show by March 31 that they can be viable. The loan
agreement provides for acceleration of the loans if those goals
under the plan are not met.

According to Detroit News, under terms of the agreements with the
U.S. government, the two automakers are to (i) cut their debt by
two-thirds, and (ii) must win competitive wage and benefit rates
from the UAW and reduce by 50% cash payments to a trust fund that
takes over responsibility for retiree health care in 2010.

Steve Rattner and Ron Bloom, two top advisers to the Obama auto
team, met privately with members of the Congressional Auto Caucus.
According to the source, though lawmakers said the task force
signaled quick action on the supplier issue, it also seems clear
that not all endangered parts makers will be saved.

Sources say Rep. Dale Kildee, D-Flint, described the situation as
"triage," saying the task force was placing a priority on
companies vital to keeping the industry operating.

U.S. Rep. Sander Levin, D-Royal Oak, according to the report said
Obama's auto task force leaders indicated "they will say something
to all of the stakeholders.  He added saying, "They hope to come
forth with a framework and a preliminary assessment of viability,
and it will include discussion of any additional resources and the
path to viability."

                       About General Motors

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

GM Europe is based in Zurich, Switzerland, while General Motors
Latin America, Africa and Middle East is headquartered in
Miramar, Florida.

As reported in the Troubled Company Reporter on Nov. 10,
2008, General Motors Corporation's balance sheet at
Sept. 30, 2008, showed total assets of US$110.425 billion, total
liabilities of US$170.3 billion, resulting in a stockholders'
deficit of US$59.9 billion.

                          *     *     *

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.

                         About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.


GETRAG TRANSMISSION: Tipton County Files $14.1-Mil. Claim
---------------------------------------------------------
Inside INdiana Business reports that Tipton County has filed a
$14.1 million claim in the U.S. Bankruptcy Court of Southern
Michigan against Getrag Transmission LLC over the failed
transmission plant that the Company planned to operate with
Chrysler LLC.

Inside INdiana states that Getrag Transmission and Chrysler had an
agreement to construct a $530 million plant in Tipton County that
would have employed more than 1,000.  Inside INdiana says that
Chrysler sued Getrag Transmission, claiming that the Company
couldn't secure the needed financing, and the Company abandoned
the project before it filed for bankruptcy.

The filing covers the county's costs related to the failed joint
venture, Inside INdiana relates, citing Barnes and Thornburg LLP
Partner Michael McCrory.  According to Inside INdiana, Mr. McCory
said that talks continue, but the filing preserves the county's
right to get any compensation if there is a distribution of Getrag
Transmission's assets.

Inside INdiana reports that Getrag Transmission will decide if it
will reject the claim.   There are other legal avenues that the
county could take if that happens, the report states, citing Mr.
McCrory.

Citing Secretary of State Todd Rokita, Kokomo Tribune relates that
the Securities Division of the Indiana Secretary of State's Office
started a probe on the failed Getrag transmission plant two weeks
ago.

Mr. Rokita, according to Indystar.com, said that Chrysler is the
focus of the probe into possible security fraud.

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  When the Debtor filed for protection from
its creditors, it listed assets of $100 million to $500 million,
and debts of $500 million to $1 billion.


HALO TECHNOLOGY: Court to Hear Chapter 11 Plan Outline on April 4
-----------------------------------------------------------------
Halo Technology Holdings, Inc., et al., has filed with the U.S.
Bankruptcy Court for the District of Connecticut a Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.

On March 9, 2009, the Debtors submitted a disclosure statement
explaining their Joint Plan of Reorganization.

The hearing to consider approval of the adequacy of the
information in the disclosure statement will be held on April 4,
2009, at 10:00 a.m.  The disclosure statement explains the terms
of the Plan and, if approved, will be included in the plan
solicitation package to parties entitled to vote on the plan.

Objections, if any, to the approval of the disclosure statement,
is due on April 10.  A full-text copy of the Disclosure Statement
is available at:

   http://bankrupt.com/misc/HaloTech.DisclosureStatement.pdf

                            Plan Terms

The Debtors expect to become financially viable firms upon exit
from bankruptcy.  The debtors will issue new common stock and
senior notes following emergence.  Pursuant to the Plan:

  -- holders of Contributing Claims will receive shares of
     common stock at a price of $1.00 per share.

  -- the New Equity Investor will pay $1,000,000 in exchange for
     shares of preferred stock, at a purchase price of $1.00 per
     share.

  -- General unsecured creditors will receive distribution from
     certain litigation proceeds, about 30 days after the new
     senior notes have been paid in full.

  -- Holders of existing equity interests, which will be
     cancelled, won't receive anything.

  -- Holders of subordinated claims will receive notes subordinate
     to the new senior notes.

The Plan segregates the various claims against and interests in
the Debtors into 7 classes:

  Class 1     Priority Non-Tax Claims     Not impaired.
  Class 2     Secured Claims              Impaired.
  Class 3     Other Secured Claims        Impaired.
  Class 4     General Unsecured Claims    Impaired.
  Class 5     Subordinated Claims         Impaired.
  Class 6     Convenience Claims          Impaired.
  Class 7     Old Equity Interests        Impaired; deemed to
                                            reject.

Administrative Expenses and Priority Tax Claims, which are
unclassified under the Plan, will be paid in full.

Pursuant to the Plan, holders of Allowed Secured Claims under
Class 2, Allowed of Other Secured Claims under Class 3, Allowed
General Unsecured Claims under Class 4, Allowed Subordinated
Claims under Class 5, and Allowed Convenience Claims under Class 6
are entitled to vote on the Plan.  Holders of Old Equity Interests
under Class 7 are deemed to reject the Plan and are not entitled
to vote.

                      "Cramdown" Provisions

The Debtors reserve the right to seek confirmation of the Plan
pursuant to the "cramdown" provisions under Sec. 1129(b) of the
Bankruptcy Code.  Under that provision, a plan may still be
confirmed notwithstanding the non-acceptance thereof by one or
more impaired classes, provided that it does not "discriminate
unfairly" and is "fair and equitable" with respect to each non-
accepting class.

Greenwich, Connecticut-based Halo Technology Holdings, Inc. fka
Warp Technology Holdings Inc. -- http://www.haloholdings.com/--
is a holding company whose subsidiaries operate enterprise
software and information technology businesses.  The company and
its affiliates filed for chapter 11 protection on Aug. 20, 2007
(Bankr. D. Conn. Lead Case No. 07-50480).  David Wallman, Esq., at
The Wallman Law Firm, LLC; lawyers at Zeisler & Zeisler P.C.; and
Jeffrey R. Gleit, Esq., at Kasowitz Benson Torres & Friedman, LLP,
serve as the Debtors' counsel.  James C. Graham, Esq., Kristin B.
Mayhew, Esq., at Pepe & Hazard, and Patrick M. Birney, Esq., at
Robinson & Cole LLP, represent the Official Committee of Unsecured
Creditors as counsel.  At March 31, 2007, the company reported
total assets of $47,344,373 and total liabilities of $45,494,297.


INLET RETAIL: Wants to Hire Ivan Nossokoff as Bankruptcy Counsel
----------------------------------------------------------------
Inlet Retail Associates, LLC, asks the U.S. Bankruptcy Court for
the District of South Carolina for authority to employ Ivan N.
Nossokoff, LLC, as counsel.

The firm will:

   a) give the Debtor legal advice with respect to its powers and
      duties as debtor-in-possession in the continued operation
      of its business and property;

   b) proceed with necessary actions to collect accounts
      receivable and to pursue all other claims which the debtor
      in possession may have;

   c) review and prepare on behalf of the Debtor necessary
      applications, motions, adversary proceedings, answers,
      orders, reports, plans, disclosure statements, objections
      and other legal papers;

   d) perform all other legal services for the Debtor which may
      be necessary.

Ivan N. Nossokoff, Esq., will charge the Debtor at a rate of $360
per hour.  Paralegal and legal assistant services will be billed
at a rate not to exceed $75 per hour.  Mr. Nossokoff was paid
prepetition a general retainer of $35,000 on June 30, 2008.  Of
this sum, approximately $8,500 remains as a general retainer.

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

Mr. Nossokoff can be reached at:

     Ivan N. Nossokoff, LLC
     1470 Tobias Gadson Boulevard, Suite 107
     Charleston, SC 29407
     Tel: (843) 571-5442

                        About Inlet Retail

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.


INSIGNIA VESSEL: Moody's Reviews 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed Insignia Vessel Acquisition,
LLC's ratings, including its B2 Corporate Family rating, on review
for possible downgrade. Insignia is a wholly owned operating
subsidiary of Oceania Cruises, Inc. that is in turn owned by
Prestige Cruise Holdings, Inc.

The review for possible downgrade reflects the likelihood that
Oceania's earnings will be hurt by lower demand and falling cruise
pricing.  The weak earnings environment is likely to impact the
company's liquidity profile as well.  Additionally, Oceania is
scheduled to take delivery of a new ship in September 2010, which
may be delivered into a weak demand environment that could cause
credit metrics to remain below previous expectations.

The review for possible downgrade will focus on future demand and
pricing trends, the company's liquidity profile, as well as its
ability to absorb new ship capacity in 2010 and beyond.

Ratings placed under review for possible downgrade (LGD rates
subject to adjustment) are:

  -- Corporate Family rating at B2
  -- Probability of Default rating at B2
  -- First Lien revolver at B1, LGD 3, 39%
  -- First lien term loan at B1, LGD 3, 39%
  -- Second lien term loan at Caa1, LGD 6, 90%

Moody's last rating action occurred on December 10, 2007, when
Moody's affirmed the B2 corporate family rating and stable outlook
of Insignia Vessel Acquisition, LLC, a wholly owned subsidiary of
Oceania Cruises, Inc. owned by Prestige Cruise Holdings, Inc.

Oceania Cruises Inc. owns three identical passenger cruise ships
that each have 698 berths (2,094 in total) operating under the
brand name of Oceania Cruises.


INVESTMENT REALTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Investment Realty Funding, Inc.
        dba Investment Realty Funding Trust
        dba IRFDILF Realty Trust
        400 Nathan Ellis Highway
        Mashpee, MA 02649

Bankruptcy Case No.: 09-12279

Chapter 11 Petition Date: March 19, 2009

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

Judge: William C. Hillman

Debtor's Counsel: Alex M. Rodolakis, Esq.
                  Gilman, McLaughlin & Hanrahan LLP
                  297 North Street
                  Hyannis, MA 02601
                  Tel: (508) 778-1100 ext 10
                  Fax: (508) 778-1800
                  Email: amr@gilmac.com

Total Assets: $7,500,000.00

Total Debts: $9,000,000.00

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

The petition was signed by Craig Jalbert, chief restructuring
officer of the company.


JOHN SOTIRKOS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: John S. Sotirkos
        Susan S. Sotirkos
        2003 West Ave. 140th
        San Leandro, CA 94577

Bankruptcy Case No.: 09-42156

Chapter 11 Petition Date: March 19, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Eric A. Nyberg, Esq.
                  Kornfield, Nyberg, Bendes and Kuhner
                  1999 Harrison St. #2675
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  Email: e.nyberg@kornfieldlaw.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/cabn09-42156.pdf

The petition was signed by John S. Sotirkos and Susan S. Sotirkos.


LANIER HEALTH: S&P Downgrades Rating on $12.7 Mil. Bonds to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BBB-'on Lanier Health Services, Alabama's
$12.7 million series 1997-A bonds, issued for Chattahoochee Valley
Hospital Society Inc.

The downgrade reflects the continuing deterioration in Lanier's
operating performance and a weakened balance sheet.

Lanier's operating performance deteriorated in fiscal 2008
following the loss of the hospital's only vascular surgeon, who
accounted for nearly $2 million (5%) of net patient revenues,
while a larger and better capitalized competitor continues to
challenge Lanier's overall market share.  Additionally, the
difficult regional economy resulted in higher levels of bad debt
than expected.  And, while Lanier avoided the deleterious
volatility facing hospitals that had invested in equities, the
hospital's unrestricted cash declined by more than half to
$5.7 million as of Jan. 31, 2009, due to required capital spending
on fire safety and pharmacy upgrades that were entirely funded
from cash reserves.

The 'BB-' rating also reflects Lanier's $3.6 million net operating
loss for fiscal 2008, and $2.2 million operating loss for the
seven months ended Jan. 31, 2009; significant clinical staff
concentration; and maximum annual debt service coverage, which at
0.3x (at fiscal year-end) required the engagement of an outside
consultant.

"The negative outlook reflects the heightened risks that the loss
of additional physicians, or other operating issues could
negatively affect Lanier's ability to repay its outstanding debt,"
said Standard & Poor's credit analyst Karl Propst.  "We also
believe that Lanier will successfully recruit a replacement
vascular surgeon, and that the hospital will capture adequate new
patient volumes from the expected population influx within its 10-
county total service area without further dilution of its current
market share," said Mr. Propst.

Standard & Poor's believes that management will successfully
execute its plan to correct operating weaknesses and restore
positive operating margins over the next two years.  However, S&P
may lower the rating if operating or balance sheet metrics
continue to deteriorate.  A return to an investment-grade rating
is unlikely in the near term but possible over the longer term,
particularly if the region realizes the benefits expected from the
new Kia Motors plant.

Lanier Memorial Hospital, located in Valley, Alabama, operates a
115-bed acute-care hospital and 103-bed nursing home.


LAS VEGAS CASINO: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Anika Myers Palm at OrlandoSentinel.com reports that Las Vegas
Casino Lines has filed for Chapter 11 bankruptcy protection.

OrlandoSentinel.com relates that Las Vegas Casino listed
$1 million to $10 million in liabilities and $1 million to
$10 million in assets.

According to court documents, Las Vegas Casino said that it has
more than 200 creditors.  Las Vegas Casino, court documents state,
said that after it had discharged other debts, it would be able to
pay unsecured creditors.  OrlandoSentinel.com says that Las Vegas
Casino's unsecured creditors include:

     -- Canaveral Port Authority, which holds a disputed claim of
        $800,000;

     -- North Florida Shipyard, which claims to have a disputed
        debt of about $1.18 million related to ship renovations;

     -- Richard Stottler, who is owed $3.5 million; and

     -- Sunrise Bank, which is owed $1.72 million.

Las Vegas Casino Lines is a casino cruise line that operates out
of Port Canaveral.


LAS VEGAS SANDS: Plans Debt Buyback, To Talk With Chinese Groups
----------------------------------------------------------------
Tamara Audi at The Wall Street Journal reports that Las Vegas
Sands Corp. has taken steps to prepare for a possible buyback of
its debt and said that it will start talks with Chinese investment
groups that want to acquire stakes in its casinos and hotels in
Macau.

According to WSJ, Las Vegas Sands is seeking ways to raise cash to
meet its coming loan obligations.  WSJ relates that Las Vegas
Sands hired Goldman Sachs Group Inc. to negotiate an amendment
from lenders that would let it repurchase up to $800 million of
its debt.  Las Vegas Sands, according to the report, had
$10.4 billion in debt at the end of 2008.

WSJ states that Las Vegas Sands Chief Executive and majority
shareholder Sheldon Adelson denied on Tuesday that the Company has
plans to buy back debt.   Citing Mr. Adelson, WSJ says that Las
Vegas wants the amendment "solely for the purpose of flexibility."

Two Chinese groups are interested in acquiring stakes in the
Venetian and Sands resort casinos in Macau, WSJ reports, citing
Mr. Adelson.  WSJ, citing Las Vegas Sands, relates that the
Chinese groups are interested in buying stakes in the Company's
Four Seasons hotel in Macau.  According to WSJ, Mr. Adelson said
that the Company is also in talks with two Chinese construction
firms interested in financing and completing portions of Las Vegas
Sands' resort development in Macau, which it recently suspended.

Las Vegas Sands will keep control and maintain the majority stake
in the properties even if the sales go forward, WSJ says, citing
Mr. Adelson.

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

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

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

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


LAS VEGAS SANDS: Loan Amendment Won't Affect Moody's 'B3' Rating
----------------------------------------------------------------
Moody's Investors Service says that Las Vegas Sands Corp.'s
ratings are not immediately affected by the company's announcement
that it is in discussions with lenders to its Las Vegas subsidiary
regarding an amendment that would allow the company to acquire up
to $800 million of outstanding term loans.

The last rating action took place on March 10, 2009 when Moody's
lowered the company's Corporate Family Rating to B3 from B2 and
assigned a negative rating outlook.

Las Vegas Sands, Corp. owns and operates gaming and entertainment
facilities in Las Vegas, Nevada and in Macau, China.  The company
is also developing gaming facilities in Pennsylvania and
Singapore.  The company generates consolidated annual net revenues
of about $4.4 billion.


LEHMAN BROTHERS: Court Approves Repurchase Deal with Bank Unit
--------------------------------------------------------------
Lehman Brothers Holdings, Inc., and its affiliated debtors
obtained authority from Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to ink a master
repurchase agreement with Lehman Brothers Bank FSB.

The agreement permits LBHI to purchase from Lehman Brothers Bank
a portfolio of residential mortgage loans for up to $325 million
in exchange for its agreement to repurchase those loans at the
same price on a certain date.

Attorney for LBHI, Alfredo Perez, Esq., at Weil Gotshal & Manges
LLP, in New York, said that the agreement would help Lehman
Brothers Bank's subsidiary, Aurora Loan Services LLC, to make
advance monthly payment to mortgagees in connection with its
mortgage servicing business.

Lehman Brothers Bank conducts its residential mortgage loan
servicing operation in the United States primarily through Aurora
Loan.  Due to the recent collapse of the financial markets,
Lehman Brothers Bank is unable to access the sources from where
it usually gets fund to finance Aurora Loan, Mr. Perez related.

Mr. Perez said that the mortgagees might declare Aurora Loan to
be in default under their mortgage servicing agreements if the
company failed to make advance payments to them.

"The [mortgagees] could take precipitous actions that would
threaten the value of Aurora's business and [Lehman Brothers
Bank's enterprise as a whole," Mr. Perez said.  He added that
regulators may also limit the activities of Lehman Brothers Bank
out of concern that the bank may no longer be able to rely on
Aurora Loan's business.

Lehman Brothers Bank is subject to the regulatory authority of
the Office of Thrift Supervision and its deposits are insured by
the Federal Deposit Insurance Corporation.  These regulators
routinely monitor the bank's capital and business such as the
performance of Aurora Loan, which is reportedly one of the bank's
most significant operations.

"If [Lehman Brothers Bank] is not adequately capitalized or if
there is a material risk to the bank's capital or operations,
such as, for example, a serious disruption to Aurora's business,
the regulators may take actions to restrict or control [Lehman
Brothers Bank's] activities," Mr. Perez asserted.

Mr. Perez further asserted that the deal represents another
effort by LBHI "to preserve the opportunity to realize the value
of its equity interest in [Lehman Brothers Bank]," which was
recently reported at about $467 million.

"The master repurchase agreement represents an arm's-length
transaction, is on market terms, and protects LBHI's cash
investment through [its] custody of and interest in a portfolio
of mortgage loans that will be purchased by LBHI," he said.

The key terms of the master repurchase agreement are:

  (1) Upon satisfying certain conditions, Lehman Brothers Bank
      may sell to LBHI certain mortgage loans in exchange for an
      amount paid by LBHI, with a simultaneous agreement by
      Lehman Brothers Bank to repurchase those mortgage loans at
      a date certain for the purchase price paid by LBHI plus an
      incremental amount.  Unless a longer period is agreed to
      by LBHI, the repurchase is expected to occur within three
      to four days although Lehman Brothers Bank has the option
      to renew so long as it continues to satisfy the conditions
      precedent.

  (2) Before any transaction is entered into, Lehman Brothers
      Bank must identify to LBHI a portfolio of mortgage loans
      to be subject to a transaction.  The purchase price to be
      paid by LBHI for a transaction will be a percentage,
      generally ranging from 50% to 60%, of the value of the
      purchased loan determined based on the most recent
      valuation by a third party valuation firm as may be
      further adjusted by LBHI in its discretion.

  (3) Upon satisfying certain conditions, Lehman Brothers Bank
      is entitled to enter into transactions during a period of
      180 days following the execution of the repurchase
      agreement and no "repurchase date " should be later than
      such 180th day unless otherwise agreed to by the parties.
      Lehman Brothers Bank can enter into a series of
      transactions during this period and is expected to do so
      on a monthly basis starting in March to satisfy Aurora
      Loan's cash flow needs.

  (4) Upon a repurchase by Lehman Brothers Bank of the mortgage
      loan, LBHI will get the purchase price that it paid for
      the mortgage loan plus an amount equivalent to the
      interest that would accrue at a per annum rate equal to
      the LIBOR rate plus 6% on a 360-day year basis for the
      actual number of days during the period commencing on the
      purchase date and ending on the repurchase date.

  (5) At no time may the aggregate outstanding purchase price
      for all purchased mortgage loans by LBHI exceed
      $325,000,000.

  (6) In the event the transactions are deemed to be loans,
      Lehman Brothers Bank pledges to LBHI, as security for the
      performance of Lehman Brother Bank's obligations, a fully
      perfected first priority security interest in the
      purchased mortgaged loans, all servicing rights related to
      the purchased mortgage loans and other related assets.
      Prior to any purchase, the original mortgage notes for the
      mortgage loan must be delivered to a third party custodian
      for LBHI's benefit.

  (7) LBHI should determine the market value of the purchased
      mortgage loans at intervals determined in its discretion.
      If at any time, the aggregate asset value of all purchased
      mortgage loans is less than 100% of the aggregate
      outstanding purchase price, LBHI may require Lehman
      Brothers Bank to transfer cash or additional mortgage
      loans in its sole discretion to restore the aggregate
      asset value to or above 100% of the aggregate outstanding
      purchase price.

  (8) If an "event of default" occurs, LBHI may exercise
      certain rights and remedies immediately without notice to
      Lehman Brothers Bank including obtaining all files related
      to the purchased mortgage loans and liquidating those
      loans.

  (9) Lehman Brothers Bank will indemnify LBHI and its
      affiliates and their respective direct and indirect
      partners, shareholders, members, officers, directors,
      employees, agents and advisors for any costs incurred in
      connection with the repurchase agreement.

                  Capital Maintenance Actions

In another motion filed with the Court, LBHI and LCPI also seek
approval to step up these actions to support the capital level of
Lehman Brothers Bank:

  * LBHI's entry into one or more assignment agreements with
    Aurora Loan to transfer all or part of a portfolio of LBHI's
    unencumbered mortgage servicing rights to Aurora Loan;

  * LBHI's entry into a settlement agreement with Lehman
    Brothers Bank and Aurora Loan, pursuant to which LBHI
    will convey to and confirm Aurora Loan's ownership of
    certain funds;

  * LBHI's investment of cash of up to $15 million in one or
    more capital contributions; and

  * The consensual termination of unfunded loan commitments with
    General Electric Capital Corporation, among others, in which
    LCPI, Lehman Brothers Bank, and the Bank and Woodlands
    Commercial Bank are participants aggregating $1.375 billion.

Mr. Perez says most of these actions should be taken by March 31,
2009, for Lehman Brothers Bank to meet the capital adequacy
requirements.

A hearing to consider approval of the motion is scheduled for
March 31, 2009.  Creditors and other concerned parties have until
March 30, 2009 to file their objections.

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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


LEHMAN BROTHERS: Investors File Suit to Recoup $1.5 Million
-----------------------------------------------------------
Bankruptcy Law360 reports that a New Jersey couple filed a
complaint against Lehman Brothers Holdings Inc. on Tuesday to
recover about $1.5 million in bonds and cash from the Debtors.
Bankruptcy Law360 notes that the complaint adds to the massive
tangle of litigation surrounding the largest bankruptcy in U.S.
history.

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)


LEHMAN BROTHERS: MAC Hikes Bid for Sikorsky Chopper to $3.1 Mil.
----------------------------------------------------------------
Lehman Brothers Holdings, Inc., and its affiliated debtors
informed Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York on March 23, 2009, that MAC Aircraft
Sales LLC made a higher offer for a helicopter in the amount of
$3,100,000.  The Debtors and the Purchaser have entered into
Amendment No. 1 to the SPA, pursuant to which the purchase price
was amended.

Debtor CES Aviation V LLC had originally signed an agreement with
MAC for the purchase of the Sikorsky S-76C+ helicopter for
$2,795,000.

The key terms of the sale agreement are:

  (1) The aircraft will be subjected to an inspection in order
      to verify that it is in "delivery condition."

  (2) MAC will shoulder the cost of the inspection unless CES
      Aviation V defaults, in which case it should reimburse
      MAC.

  (3) The deposit in the sum of $500,000 is non-refundable if
      MAC accepts the aircraft unless the Court does not
      authorize the sale of the aircraft; the aircraft is
      materially damaged or destroyed due to Force Majeure; or
      CES Aviation V is in default under the terms and
      conditions of the sale agreement.  In case MAC rejects the
      aircraft, the sale agreement will terminate and the
      deposit will be refunded to MAC.

  (4) Prior to the sale closing, CES Aviation should position
      the aircraft at the "delivery location" and MAC should
      reimburse CES Aviation V of the costs with respect to such
      flight.

  (5) CES Aviation V's and MAC's obligations under the sale
      agreement will be subject to several conditions including
      MAC's obligation to transfer the balance of the purchase
      price in the sum of $2,295,000 to the escrow agent and CES
      Aviation V's obligation to pay all maintenance contracts
      up to the sale closing.

  (6) Except as otherwise noted in the sale agreement, the
      aircraft is being sold and delivered in "as is, where is,
      with all faults" condition, and all delivery conditions
      specified in the sale agreement will expire and be of no
      further force or effect as of the closing.

  (7) MAC will pay any sales, use, excise and other taxes as a
      result of the sale, delivery, ownership and use of the
      aircraft.

  (8) All effective rights under warranties from manufacturers
      and service providers or suppliers with respect to the
      aircraft are assigned and transferred to MAC as of the
      closing.

  (9) Except as otherwise stated in the sale agreement, CES
      Aviation V and MAC will bear their own transaction costs
      and expenses.  CES Aviation V will be solely responsible
      for the fees of its broker, Bloomer deVere Group Avia
      Inc., and may direct the escrow agent to pay the fees to
      the broker at closing out of the proceeds.  MAC and CES
      Aviation V will each pay one-half of the "escrow and title
      search fee" in connection with the transactions.

The sale agreement may be terminated at anytime prior to closing
if the Court does not approve the agreement on or before May 4,
2009, and MAC terminates the agreement upon written notice within
five days.  In case MAC has not provided the notice of
termination and the Court has not approved the proposed sale on
or before May 19, 2009, either company may terminate the sale
agreement.

The sale agreement between CES Aviation V and MAC does not
contemplate additional competitive bidding for the aircraft.
However, the sale of the aircraft remains subject to higher or
better offers.  Any buyer interested to make an offer for the
aircraft is advised to contact Bloomer deVere.

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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


LEHMAN BROTHERS: Seeks to Transfer Entegra Account to Barclays
--------------------------------------------------------------
Lehman Brothers Holdings, Inc., and Lehman Commercial Paper,
Inc., seek authority from Judge James Peck of the U.S. Bankruptcy
Court for the Southern District of New York to transfer a deposit
account to Barclays Bank PLC.

The deposit account was created to hold funds provided by certain
lenders to Entegra TC LLC under a credit agreement it signed with
LCPI, which serves both as an administrative agent and lender
under the agreement.  The funds in the account were held at
JPMorgan Chase Bank N.A. and were eventually transferred to
another account at The Bank of New York Mellon following the
acquisition of Lehman Private Investment Management Division, the
custodian of the account, by Barclays Capital Inc.

Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, contends that the transfer of the deposit account from LCPI
to Barclays Bank is a necessary component of LCPI's resignation
from its role as administrative agent under the credit agreement.

LCPI, Ms. Marcus relates, agreed with Barclays Bank and Entegra
for its resignation as administrative agent and the transfer of
its role to Barclays Bank pursuant to an October 6 court order
issued in its bankruptcy case.

Ms. Marcus clarifies that the deposit account and the funds
belong to the lenders and are not property or assets of LCPI.
She also clarifies that LCPI sold its position as lender shortly
after the closing of the credit agreement and that it has no
beneficial interest in the account.

"The motion does not seek approval of the transfer of the
custodianship of the account from LCPI to Barclays Bank.  Rather,
the motion seeks approval of the transfer of any interest LCPI
might have in the [deposit account] to Barclays Bank in
connection with the transfer of LCPI's agency role," Ms. Marcus
further clarifies.

In connection with the proposed transfer, LBHI and LCPI also seek
approval to change the name of the deposit account to "Revolving
Loan Lenders Credit-Linked Deposit Account" to evidence the
transfer, and to transfer or assign any additional bank accounts
or funds which LCPI holds merely as agent.

"The transfer or assignment of other additional agency accounts
as may be necessary or appropriate from time to time is similarly
in the best interests of their estates as it is likely that such
transfers or assignments may be required for future resignations
from administrative agency positions," Ms. Marcus further says.

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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


LIGHTHOUSE INTERACTIVE: Shut & Declared Bankrupt, Says Report
-------------------------------------------------------------
Het Parool reports that Lighthouse Interactive has been shut down
and been declared bankrupt.

Worthplaying.com reports that the personnel have been notified.
The report states that Lighthouse Interactive got into financial
trouble after selling Silverbirch in 2008.  According to the
report, its shares were put on hold at the Toronto Stock Exchange.

Lighthouse Interactive is a Dutch/Canadian videogame publisher.
It is known for titles such as Ship Simulator and Sword of the
Stars.


LOGAN'S ROADHOUSE: Moody's Affirms 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed all of Logan's Roadhouse Inc.'s
ratings -- including its B2 Corporate Family and Probability of
Default Ratings -- and revised the outlook to negative from
stable.

The outlook revision was primarily triggered by the softening top-
line performance such as same store sales growth in the back half
of 2008 and expectations that negative trends are likely to
persist into 2009.  Logan's same store sales turned negative for
the first time (after 21 consecutive quarters of flat or positive
growth) in the first quarter of its fiscal year 2009 (ending
October 2008) and Moody's expects this trend would continue
throughout 2009.

"While Logan's has so far performed generally better than its
casual dining peers in part due to its consistent focus on value
offering, it's not impervious to the deepening recession as
consumers cut back on eating-out spending."  Stated Moody's
analyst John Zhao, "Thus rising negative pressure on sales is
tempering those positive effects from cost saving initiatives
implemented by the company, and hence are a concern."

The affirmation of the B2 CFR reflects expectations that the
company will maintain good liquidity, including remaining free
cash flow positive and covenant compliant in the next twelve
months.  Negative rating pressure would build if the company's
efforts to maintain margins in the face of weakening sales volumes
are not successful.

These ratings were affirmed:

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2
  -- $30 million revolver maturing in 2011 at Ba3 (LGD2, 29%)
  -- $138 million term loan B maturing in 2012 at Ba3 (LGD2, 29%)

Moody's last rating action for Logan's occurred on November 1,
2006, when the company's corporate family and probability of
default ratings were assigned for the first time at B2 with a
stable outlook.  Refer to Moodys.com for an update credit opinion.

Logan's Roadhouse, Inc., headquartered in Nashville, Tennessee,
operates 176 and franchises 26 traditional American roadhouse-
style steakhouses in 23 states across the country.  Company-owned
units are largely concentrated in the south and southeastern
United States with franchise locations in California and the
Carolinas.  Annual revenues were approximately $544 million as of
January 2009.


MAGNA ENTERTAINMENT: Won't File 10Ks & 10Qs While in Bankruptcy
---------------------------------------------------------------
Magna Entertainment Corp. will not be filing its Annual Report on
Form 10-K for the fiscal year ended December 31, 2008, nor will it
be filing quarterly reports on Form 10-Q, with the U.S. Securities
and Exchange Commission or the Canadian securities regulators
during the period it continues to operate its business as a debtor
in possession under the U.S. Bankruptcy Code.

MEC's inability to file these materials is attributable to the
circumstances of MEC's ongoing court-supervised restructuring
process under Chapter 11 of the U.S. Bankruptcy Code.  In
particular, the expense and effort involved in complying with
annual and quarterly reporting requirements cannot, in the opinion
of the Company, be justified in light of MEC's current operational
and financial situation.

As a means of keeping the public informed of its financial
condition during the remainder of the bankruptcy case, MEC will
file monthly reports required to be filed with the U.S. Bankruptcy
Court under cover of Form 8-K with the SEC and the Canadian
securities regulators as well as any other disclosure required by
Form 8-K.  MEC also intends to comply with the alternative
information guidelines as set out in National Policy 12-203 of the
Canadian securities regulators throughout the default period.  In
that regard, MEC will issue default status reports in the form of
news releases that include material information concerning MEC's
affairs that has not been generally disclosed.

                  About Magna Entertainment

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

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

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

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

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


MANALAPAN RETAIL: Wants to Hire Heilbrunn Pape as Special Counsel
-----------------------------------------------------------------
Manalapan Retail Realty Partners, LLC, asks the U.S. Bankruptcy
Court for the District of New Jersey for authority to employ
Heilbrunn, Pape & Goldstein as special counsel.

HPG will perform work related to obtaining approvals from the
municipality of Manalapan for the development of the Debtor's real
property.

Kenneth Pape, Esq., a member at HPG, tells the Court that the
hourly rates of the firm's professionals are:

     Partners                    $425
     Associates               $375 - $250
     Paralegal                   $125

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

Mr. Pape can be reached at:

     Heilbrunn, Pape & Goldstein
     516 Route 33 West, Building 1
     Millstone Township, NJ 08535
     Tel: (732) 679-8844
     Fax: (732) 679-6554
          (732) 679-0156

                      About Manalapan Retail

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.


MANALAPAN RETAIL: Wants Rabinowitz Lubetkin as Bankruptcy Counsel
-----------------------------------------------------------------
Manalapan Retail Realty Partners, LLC, asks the U.S. Bankruptcy
Court for the District of New Jersey for authority to employ
Rabinowitz, Lubetkin & Tully, L.L.C. as counsel.

RLT will perform all necessary court appearances, research,
preparation and drafting of pleadings and other legal documents,
hearing preparation and related work, negotiations and advice with
respect to the Debtors' Chapter 11 proceeding.

Jay L. Lubetkin, Esq., partner at RLT, tells the Court that the
hourly rates of the firm's professionals are:

     Partners                    $290 - $475
     Associates                      $190
     Law Clerk                       $175
     Paralegal                       $150

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

Mr. Lubetkin can be reached at:

     Rabinowitz, Lubetkin & Tully, L.L.C.
     293 Eisenhower Parkway, Suite 100
     Livingston, New Jersey 07039
     Tel: (973) 597-9100
     Fax: (973) 597-9119

            About Manalapan Retail Realty Partners, LLC

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.


MANITOWOC COMPANY: Moody's Cuts Corp. Family Rating to 'Ba3'
------------------------------------------------------------
Moody's Investors Service lowered the ratings of The Manitowoc
Company, Inc. -- Corporate Family and Probability of Default
Ratings to Ba3 from Ba2.  The outlook is negative.

The downgrade and change in outlook reflects the significant
contraction in the global economy which is negatively impacting
the construction industry, the main driver of the company's cranes
business, and the foodservice industry.  Moody's believes that
these sectors will remain weak through 2009.  Operating margins
are likely to come under more pressure as the company may take
more restructuring charges to right size its businesses and
experiences reduced demand.  As a result, Moody's view is that
Manitowoc's operating performance will likely be below prior and
will be more reflective of a Ba3 rating.  EBITA margin (adjusted
per Moody's methodology) for FY08 declined to 12.0% from 13.8% for
FY07 and backlog within the crane business declined by about 34%
over the same time period.  Based on the tightening margins,
reduced backlog and weak outlook for cranes and foodservice,
Moody's believes that credit metrics will deteriorate and under
certain circumstances could impair the company's ability to remain
in compliance with financial covenants in its bank credit
facilities in late 2009.

Manitowoc is continuing with its integration of Enodis plc and
maximizing synergies.  The company is also pursuing restructuring
initiatives and working capital improvement, attempting to
minimize the negative impact of this downturn on its operating
margins and cash generation.  Manitowoc has been aggressively
reducing its workforce and is rationalizing underutilized
facilities.  Notwithstanding these efforts, Manitowoc's operating
performance has trended towards credit metrics that were
previously identified by the rating agency as being supportive of
a lower rating.  These metrics include debt/EBITDA nearing 4.25x,
and free cash flow/debt near 15% (all ratios adjusted per Moody's
methodology).  Moody's believes that the company's future credit
metrics are more indicative of the Ba3 Corporate Family Rating.

The negative outlook incorporates Moody's view that Manitowoc will
continue to face a difficult economic environment through 2009
while it contends with the Enodis integration, reducing costs
within its crane business, and improving its working capital
management to generate free cash flow for debt reduction.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating lowered to Ba3 from Ba2;

  -- Probability of Default lowered to Ba3 from Ba2;

  -- $2.8 billion senior secured credit facility affirmed at Ba2,
     but its loss given default assessment is changed (LGD3, 37%)
     from (LGD3, 45%); and,

  -- $150 million senior unsecured notes due 2013 lowered to B2
     (LGD5, 89%) from B1 (LGD6, 92%).

The last rating action was on July 29, 2008 at which time Moody's
affirmed Manitowoc's Ba2 Corporate Family Rating.

The Manitowoc Company, Inc., headquartered in Manitowoc, WI, is a
diversified global manufacturer supporting the construction and
foodservice end markets.  Revenues for FY08 were approximately
$4.5 billion.


MERUELO MADDUX: Case Summary & Six Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Meruelo Maddux Properties - 12385 San
        Fernando Road LLC
        12385 San Fernando Road
        Sylmar, CA 91342

Bankruptcy Case No.: 09- 13338

Type of Business: The Debtor engages in residential, commercial
                  and industrial development.

                  See http://www.meruelomaddux.com/

Chapter 11 Petition Date: March 26, 2009

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: John J. Bingham, Jr., Esq.
                  jbingham@dgdk.com
                  Danning, Gill, Diamond & Kollitz, LLP
                  2029 Century Park East, Third Floor
                  Los Angeles, CA 90067
                  Tel: (310) 277-0077
                  Fax: (310) 277-5735

Estimated Assets: $500 million to $1 billion

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Meruelo Maddux Properties, LP  Inter-company     $8,997,302
761 Terminal Street            payable
Building 1 2nd Fl
Los Angeles, CA 90021

Employment Development Dept.   taxes             Unknown
Bankruptcy Croup MIC 92E
P.O. Box 82680
Sacramento, CA 94280-0001

Franchise Tax Board            taxes             Unknown
Bankruptcy Unit
P.O. Box 2952
Sacramento, CA 95812-2952

Internal Revenue Service       taxes             Unknown

LA County Tax Collector        property tax      Unknown

State of California            taxes             Unknown

The petition was signed by Richard Meruelo, chief executive
officer.


MGM MIRAGE: Hires Weil Gotshal as Bankruptcy Counsel
----------------------------------------------------
MGM Mirage has hired Weil, Gotshal & Manges LLP to help prepare a
possible Chapter 11 filing for City Center and to explore other
options, Tamara Audi and Jeffrey Mccracken at The Wall Street
Journal report, citing people familiar with the matter.

According to WSJ, MGM Mirage and investment partner Dubai World
appear unlikely to make a $220 million payment due Friday on the
Company's City Center project.

Citing people familiar with the matter, WSJ relates that MGM
Mirage might file for bankruptcy protection this weekend,
depending on negotiations among MGM Mirage, its lenders, and Dubai
World, which is suing the Company for breach of contract and
blamed it for cost overruns.  As reported by the Troubled Company
Reporter on March 24, 2009, Dubai World implied in the lawsuit
that it probably won't make a $100 million payment on the City
Center project, increasing the financial pressure on the project
and on MGM Mirage.

People familiar with the matter said that MGM Mirage's lenders,
concerned enough about the situation, have hired Mayer Brown LLP
as bankruptcy counsel, WSJ reports.  According to WSJ, the sources
said that Bank of America and Deutsche Bank are the agent banks
for MGM Mirage.  Citing the sources, WSJ states that MGM Mirage's
lenders won't let the casino giant make the City Center payment on
Friday unless Dubai World makes its payment.

WSJ relates that analysts expect MGM Mirage earnings to drop to
$1.2 billion to $1.6 billion in 2009.  WSJ notes that to be in
line with loan covenants, MGM Mirage needs to cut its debt to
between $9 billion and $12 billion.

                       About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                        *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on Jan. 30, 2009.  S&P said that
the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by CityCenter JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders last week:

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

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

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

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

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


MICHAEL VICK: Faces Suit for Misuse of Workers' Pension Funds
-------------------------------------------------------------
The U.S. Department of Labor has filed a lawsuit in federal
district court in Newport News, alleging that former National
Football League player Michael Vick and others violated federal
employee benefits law by making a series of prohibited transfers
from a pension plan sponsored by one of his companies.  The
department also simultaneously filed an adversary complaint in
federal bankruptcy court to prevent Mr. Vick from discharging his
alleged debt to the MV7 retirement plan.

MV7 was a celebrity marketing enterprise owned by Mr. Vick, who
filed for Chapter 11 bankruptcy on July 7, 2008.  The company
sponsored a defined benefit retirement plan for nine current and
former employees as of October 2008.

"This action sends a message that the Labor Department will not
tolerate the misuse of plan money and will take whatever steps
necessary to recover the assets owed to eligible workers," said
Secretary of Labor Hilda L. Solis.

The department's complaints allege that Mr. Vick violated his
duties as a plan trustee under the Employee Retirement Income
Security Act by making a series of prohibited transfers from the
plan for his own benefit.  The plan assets were partially used to
help pay the criminal restitution imposed upon Vick after his
conviction for unlawful dog fighting as well as his attorney in
the bankruptcy cases.  From March 7, 2007, through July 7, 2008,
Mr. Vick made and caused $1.35 million in withdrawals from the
retirement plan.

Former Vick financial advisors Mary Wong and David Talbot
allegedly participated in some of the transfers.  In addition, the
complaint alleges that MV7 has co-fiduciary liability for the
actions of Messrs. Vick and Talbot.

Employers and workers can reach the Washington District Office of
the Labor Department's Employee Benefits Security Administration
at 301-713-2000 or toll-free at 866-444-3272 for help with
problems relating to retirement and health benefits.  In fiscal
year 2008, EBSA achieved monetary results of $1.2 billion related
to the pension, 401(k), health and other benefits for millions of
American workers and their families.

                        About Michael Vick

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick is also under indictment for two related Virginia state
felony charges for his role in the dogfighting ring and related
gambling activity.  His state trial has been delayed until he is
released from federal prison.  He faces a maximum 10-year state
prison term if convicted on both counts.

Mr. Vick filed a chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MICHEAL VILLINES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Micheal Villines
        Patricia Villines
        P.O. Box 240
        Pea Ridge, AR 72751

Bankruptcy Case No.: 09-71330

Chapter 11 Petition Date: March 19, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Andrew L. Clark, Esq.
                  Clark, Byarlay & Sparks
                  620 West Third Street, Ste. 100
                  Little Rock, AR 72201
                  Tel: (501) 376-0550
                  Fax: (501) 421-8365
                  Email: lawyerclark@msn.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/arbw09-71330.pdf

The petition was signed by Micheal Villines and Patricia Villines.


MILLAR WESTERN: S&P Gives Negative Outlook; Affirms 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Edmonton, Alberta-based Millar Western Forest Products Ltd. to
negative from stable.  At the same time, S&P affirmed the ratings,
including the 'B-' long-term corporate credit rating, on the
company.

"The revised outlook reflects our expectations that declining
demand for bleached chemi-thermomechanical pulp and persistently
weak lumber market conditions will result in Millar Western's
operating profitability declining to a level that will not allow
the company to cover fixed charges," said Standard & Poor's credit
analyst Jatinder Mall.  "This, in turn, will likely lead to the
generation of negative free operating cash flow in 2009," Mr. Mall
added.

While Millar Western's operating cash flow will be very weak, low
maintenance capital expenditures of about C$3 million annually and
its large existing cash balance should allow liquidity to remain
at a level adequate for the ratings for the next 12 months.  The
ratings on Millar Western reflect the company's participation in
the highly cyclical, fragmented, and competitive pulp and lumber
industries; exposure of the company's earnings to changes in
volatile exchange rates; competition in hardwood pulp from South
American producers; and a very highly leveraged capital structure.
These risks are partially offset in S&P's view by the company's
modern, efficient assets, and high degree of fiber self-
sufficiency.

Millar Western is a small, privately held pulp and lumber
producer.  It operates two sawmills with a combined annual
capacity of 400 million board feet, and one pulp mill with an
annual capacity to produce 300,000 metric tons of bleached chemi-
thermomechanical pulp.  Pulp accounted for 60% of 2008 sales, and
lumber accounted for the remaining 40%.

The company's financial risk profile is highly leveraged in S&P's
opinion, characterized by high debt leverage.  Partially
offsetting this is Millar Western's good cost position, which S&P
believes has insulated it from the high energy and fiber cost that
most of its peers experienced in the recent history.  The
company's ability to generate better margins than its competitors
is particularly important at the bottom of the cycle.  Millar
Western's pulp and sawmills benefit from a low-cost fiber supply;
a high degree of energy self-sufficiency provided through a long-
term power purchase agreement; modern, cost-efficient equipment;
and a non-unionized workforce.  The company's sawmill and pulp
mill in Whitecourt, Alberta, use state-of-the-art technology and
automation and consistently operate above design-capacity levels.

The negative outlook reflects Standard & Poor's expectations that
Millar Western's financial performance will remain weak in the
near term due to what S&P believes will be poor market conditions
for the pulp and lumber segment for the next two years.  S&P would
likely lower the ratings if lower profitability and an accelerated
free cash burn, along with a weak pulp and lumber market outlook,
contributed to liquidity declining below
C$50 million by year-end.  A revision in the outlook to stable
would require an improvement in industry conditions, such that
operating profitability improved to a level that would result in
EBITDA interest coverage above 1.3x on a sustained basis, which
would ensure the company could generate some free cash flow in a
full-year working-capital cycle.


MONACO COACH: Files 2nd Interim Plea for Use of Cash Collateral
---------------------------------------------------------------
Monaco Coach Corporation and its affiliates are asking the U.S.
Bankruptcy Court for the District of Delaware, for the second
time, interim authority to use cash collateral of Bank of America,
N.A. and Ableco Finance LLC.  The Debtors want to continue using
cash collateral, pending a hearing, and pursuant to a budget.  The
Court's previous order allows them to use the cash until March 28.

The Debtors have determined that the further use of cash
collateral is essential for the continued operations of their
businesses, pending "one or more sales of their businesses or
assets."

Monaco Coach, the Wall Street Journal relates, owes Ableco about
$37 million on a secured term loan.  Court documents say that
Monaco Coach owes Bank of America-led working capital lenders $36
million.

As adequate protection for any diminution in the value of their
collateral, each of the secured lenders is granted replacement
security interests in all of the Debtors' post-petition assets,
and shall have an allowed superpriority claim under Sec. 507(b) of
the Bankruptcy Code.  Both the replacement liens and the 507(b)
superpriority claims will be subordinate to the Carve Outs for (a)
U.S. Trustee Fees, (b) Fees of the Clerk of the Court; (c) the
regular employee payroll and commissions' payment; and (d) the
actual unpaid fees and expenses by professionals retained by an
order of the Court.

The lenders' agreement to the use of cash collateral is subject to
the compliance of certain milestones pertaining to major asset and
sales:

   April 15 -- File a sale or sale procedures motion;
   April 25 -- Obtain bidding and sale procedures;
   May 13   -- Conduct an auction sale;
   May 19   -- Obtain one or more orders authorizing the Major
                 Asset Sale or Other Sales;
   June 5   -- Consummate the Other Sales; and
   June 19  -- Consummate the Major Asset Sales.

A copy of the BofA Loan Major Asset Sale Budget is available at
http://bankrupt.com/misc/MonacoCoach.ExhibitB.pdf

A copy of the Term Loan Major Asset Sale Budget is available at
http://bankrupt.com/misc/MonacoCoach.ExhibitC.pdf

A copy of the BofA Loan Other Budget is available at:
http://bankrupt.com/misc/MonacoCoach.ExhibitD.pdf

A copy of the Term Loan Other Budget is available at
http://bankrupt.com/misc/MonacoCoach.ExhibitE.pdf

                        About Monaco Coach

Monaco Coach Corporation (PINKSHEETS: MCOA), a leading national
manufacturer of motorized and towable recreational vehicles, is
ranked as the number one producer of diesel-powered motorhomes.
Dedicated to quality and service, Monaco Coach is a leader in
innovative RVs designed to meet the needs of a broad range of
customers with varied interests and offers products that appeal to
RVers across generations.  Headquartered in Coburg, Oregon, with
manufacturing facilities in Oregon and Indiana, the Company offers
a variety of RVs, from entry-level priced towables to custom-made
luxury models under the Monaco, Holiday Rambler, Safari, Beaver,
McKenzie, and R-Vision brand names.  The company operates
motorhome-only resorts in California, Florida, Nevada and
Michigan.  As of September 27, 2008, the Company had $442.1
million in total assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones LLP, represent the Debtors as counsel.  Dennis A. Meloro,
Esq., at Greenberg Traurig, represents the Official Committee of
Unsecured Creditors as counsel.


MONACO COACH: Lenders Oppose Sale of Manufacturing Operations
-------------------------------------------------------------
Peg Brickley at The Wall Street Journal reports that Monaco Coach
Corp. said that its senior lenders are opposing the potential sale
of its manufacturing operations.

According to WSJ, Monaco Coach is willing to pay $50 million for
the operations.  Monaco Coach said in a filing with the U.S.
Bankruptcy Court in Delaware that it received a letter of intent
from an unnamed "major public company" offering a combination of
cash and stock for the recreational vehicle manufacturing
business.

WSJ states that Monaco Coach said that if the offer turns into a
deal, the Company will be able to pay off all or most of its
secured debts.  According to court documents, the deal is not yet
signed up, and secured lenders led by Bank of America Corp. and
Cerberus Capital Management's distressed lending unit Ableco
Finance have yet to support it.  Monaco Coach, WSJ relates, owes
Ableco about $37 million on a secured term loan.  Court documents
say that Monaco Coach owes Bank of America-led working capital
lenders $36 million.

                        About Monaco Coach

Monaco Coach Corporation (PINKSHEETS: MCOA), a leading national
manufacturer of motorized and towable recreational vehicles, is
ranked as the number one producer of diesel-powered motorhomes.
Dedicated to quality and service, Monaco Coach is a leader in
innovative RVs designed to meet the needs of a broad range of
customers with varied interests and offers products that appeal to
RVers across generations.  Headquartered in Coburg, Oregon, with
manufacturing facilities in Oregon and Indiana, the Company offers
a variety of RVs, from entry-level priced towables to custom-made
luxury models under the Monaco, Holiday Rambler, Safari, Beaver,
McKenzie, and R-Vision brand names.  The Company operates
motorhome-only resorts in California, Florida, Nevada and
Michigan.

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.


MONACO COACH: Signs Non-Binding LOI to Sell RV Unit to Navistar
---------------------------------------------------------------
Monaco Coach Corporation has signed a non-binding letter of intent
with Navistar, Inc. with respect to a proposed transaction in
which Navistar would acquire certain assets and assume certain
liabilities primarily associated with the Company's recreational
vehicle manufacturing business.  Navistar, with nearly $15 billion
in annual sales, is a global manufacturer of commercial vehicles,
military vehicles, diesel engines and related parts and services.
Monaco Coach Corporation is one of the nation's recreational
vehicle manufacturers.

The letter of intent contemplates that Monaco and Navistar will
work to sign a definitive asset purchase agreement during early
April.  Following the completion of due diligence and the
bankruptcy court approval process, including the auction process,
the parties intend to close the transaction shortly after
obtaining the entry of a final non-appealable sale order of the
bankruptcy court pursuant to Section 363 of the Bankruptcy Code,
authorizing the transfer of purchased assets to Navistar.

Monaco continues to work with other interested parties regarding
the acquisition of its Motorhome Resorts segment and other assets
held for sale.

"We look forward to working with Navistar to complete this
transaction and ultimately become a part of one of the nation's
most respected companies.  This is a great opportunity for our
employees, dealers, suppliers and the communities in which we
operate.  We look forward to continuing the Monaco Coach brands
and our legacy of producing quality and innovative recreational
vehicles for our owners," stated Kay Toolson, Chairman and CEO of
Monaco Coach Corporation.

"If we are able to reach agreement, the purchase of certain Monaco
assets would fit our strategy of leveraging our assets to expand
our diesel business, serve the end customer and would also
complement our Workhorse custom chassis business," said Jack
Allen, president of Navistar's North American truck group. "Any
asset purchase would fall within our current capital expenditure
program for fiscal 2009."

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.62 billion in total assets and $11.09 billion
in total liabilities as of January 31, 2009, resulting in $1.49
billion in stockholders' deficit.

The TCR reported on June 2, 2008, that Fitch Ratings affirmed and
simultaneously removed from Rating Watch Negative the ratings for
Navistar International Corporation and Navistar Financial Corp. to
reflect progress in filing audited financial statements.  The
ratings are:

Navistar International Corp.

  -- Issuer Default Rating 'BB-';
  -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.

  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

The TCR also reported on Feb. 25, 2008 that Standard & Poor's
Ratings Services removed its 'BB-' corporate credit ratings on
Navistar International Corp. and subsidiary Navistar Financial
Corp. from CreditWatch with negative implications, where they were
placed Jan. 17, 2006.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.  Omni Management Group LLC serves as the Debtors' claims,
balloting, noticing and administrative agent.


MONACO COACH: U.S. Trustee Forms Seven-Member Creditors Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3,
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors of Monaco Coach Corporation and its debtor-
affiliates.

The members of the Committee are:

   1) Lazy Days RV Center, Inc.
      Attn: Randall R. Lay
      6130 Lazy Days Blvd.
      Seffner, FL 33584,
      Tel: (813) 342-4237
      Fax: (813) 246-4659

   2) Onan Corporation
      Attn: Paul Malone
      Mail Code 60701
      500 Jackson Street
      Columbus, IN 47201,
      Tel: (812) 377-9632
      Fax: (812) 377-3272

   3) Hardwoods Specialty Products
      Attn: Kevin Slabaugh
      2700 Lind Ave. SW
      Renton, VA 98057,
      Tel: (425) 251-1213
      Fax: (425) 251-8731

   4) Villa International
      Attn: Bill Connelly
      13760 Midway St.
      Cerritos, CA 90703
      Tel: (562) 404-8111
      Fax: (562) 404-7499

   5) Horizon Transport
      Attn: David L. Miller
      407 E. Wabash
      Wakarusa, IN 46573
      Tel: (800) 320-4055
      Fax: (574) 862-1771

   6) Atwood Mobile Products LLC
      Attn: Timothy C. Stephens
      1120 N. Main Street
      Elkhart, IN 46514
      Tel: (574) 266-4777
      Fax: (574-262-0956

   7) Lippert Components
      Attn: Jim Montague
      2703 College Ave.
      Goshen, IN 46528
      Tel: (574) 312-6022
      Fax: (574) 534-3475

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.  Omni Management Group LLC serves as the Debtors' claims,
balloting, noticing and administrative agent.


MONEYGRAM INTERNATIONAL: David Parrin Steps Down as CFO
-------------------------------------------------------
MoneyGram International, Inc., and David J. Parrin, entered into a
Separation Agreement and Release of all Claims dated March 20,
2009, which provides for Mr. Parrin's resignation as MGI's
executive vice president and chief financial officer, effective
March 24.

Under the Separation Agreement, Mr. Parrin will receive severance
benefits to which he was entitled under the terms of the MoneyGram
International, Inc. Special Executive Severance Plan.  These
benefits are:

   * $782,458 as salary severance; and

   * $1,558,333 as bonus severance under the MoneyGram
     International, Inc. Management and Line of Business
     Incentive Plan, as amended and restated March 24, 2008.

Mr. Parrin will also receive an increase in the special retirement
benefits under the MoneyGram Supplemental Pension Plan
approximating the incremental amount of the retirement benefits
that would have been payable to Mr. Parrin under the SERP if Mr.
Parrin's employment had continued through March 24, 2011, payable
over 10 years commencing in 2010 when Mr. Parrin first attains
retirement age; $28,891 as payment for accrued and unused
vacation; $77,823 as payment in lieu of certain taxable
perquisites; and certain other benefits including continuation of
life, medical and dental insurance for a period of two years and
outplacement benefits.

In general, cash payments, other than those with respect to the
SERP, will be made in October 2009. In addition, the Severance
Plan provides for, and the Separation Agreement acknowledges,
that, to the extent any of the payments are subject to the excise
tax under section 4999 of the Internal Revenue Code, an additional
payment will be made in an amount sufficient to allow Mr. Parrin
to pay all excise taxes without a reduction in severance payments.

Under the Separation Agreement, Mr. Parrin agreed that, for a
period of 12 months following the separation date, he will not
engage in any activities in competition with the business of MGI
or solicit employees or customers of MGI.  Additionally, Mr.
Parrin agreed that for a period of 24 months, he would not accept
employment with or render services to specific named entities.
MGI agreed to pay attorneys' fees in connection with the
Separation Agreement. The Separation Agreement also includes
confidentiality, non-disparagement and non-disclosure obligations.

A full text copy of the Separation Agreement is available for free
at: http://ResearchArchives.com/t/s?3a9e

                  About MoneyGram International

Headquartered in Minneapolis, Minnesota, MoneyGram International
Inc. (NYSE: MGI) -- http://www.moneygram.com/-- is a global
payment services company.  The company's major products and
services include global money transfers, money orders and payment
processing solutions for financial institutions and retail
customers.  MoneyGram is a New York Stock Exchange listed company
with approximately 157,000 global money transfer agent locations
in 180 countries and territories.

As reported in the Troubled Company Reporter on Nov. 11, 2008,
MoneyGram International, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $7,261,049, total liabilities of
$8,104,313, resulting in a stockholders' deficit of $843,264.


MORIN BRICK: Sale of All Assets to Hillcrest Management Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine has approved
the sale of substantially all of the assets of Morin Brick Company
to Hillcrest Management, LLC, free and clear of all liens and
encumbrances.  As approved, the sale proceeds will be distributed
at or immediately after closing.

Subject to certain adjustments as set forth in the Asset Purchase
Agreement between the Debtor and Hillcrest, the Debtor and
Hillcrest estimate the purchase price will equal approximately in
the range of $2.7 million to $2.9 million.  Bank of America, the
Debtor's only secured creditor, has consented to the sale.

A copy of the Court's order, dated March 25, 2009, approving the
sale of the Debtors assets to Hillcrest Management, is available
at http://bankrupt.com/misc/MorinBrick.AssetSaleOrder.pdf

A copy of Exhibit A detailing the order of the distribution of
sale proceeds is available at:

   http://bankrupt.com/misc/MorinBrick.OrderofDistribution.pdf

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck
brick and extruded brick for customers primarily located in the
Northeastern United States and Canada.  The Company filed for
Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No.
08-21022).  D. Sam Anderson, Esq., and Robert J. Keach, Esq., at
Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent
the Debtor as counsel.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A.,
represent the Official Committee of Unsecured Creditors as
counsel.  Tron Group is the Debtor's Chief Restructuring Officer.
When the Debtor filed for protection from its creditors, it listed
assets of between $10 million and $50 million, and debts of
between $1 million and $10 million.


MERUELO MADDUX: Files Chapter 11 to Restructure Debt
----------------------------------------------------
Meruelo Maddux Properties and numerous of its subsidiaries have
filed, or will be filing, voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in California,
with the intent of implementing a comprehensive reorganization to
restructure its debt.  Excluded from the filing is the Company's
35-story 717 W. Ninth Street residential tower project currently
under construction.

Earlier this month, the Company announced during its fourth
quarter earnings call that it was experiencing significant,
recurring cash shortfalls because of a challenging credit climate
and real estate market and, as a result, was considering its
strategic options, including seeking Chapter 11 protection.

"The company worked with diligence to avoid a reorganization
filing," said Richard Meruelo, Chairman and Chief Executive
Officer of Meruelo Maddux Properties.  "Despite our best efforts
and careful consideration of all other alternatives, the filing
became necessary given the challenging economic climate.  Now, our
goal is to implement a comprehensive reorganization and continue
to seek additional outside financing which we believe will allow
us to move forward."

The Company expects to continue to manage its real estate
portfolio and does not currently anticipate any disruption to its
tenants.  The filing excludes its 35-story residential tower
project currently under construction in downtown Los Angeles, and
no disruptions to the ongoing construction are anticipated.

                  About Meruelo Maddux Properties

Meruelo Maddux Properties is a self-managed, full-service real
estate company that develops, redevelops and owns commercial and
residential properties in downtown Los Angeles and other densely
populated urban areas in California that are undergoing
demographic or economic changes.  Meruelo Maddux Properties is
committed to socially responsible investment.  Through its
predecessor business, Meruelo Maddux Properties has been investing
in urban real estate since 1972.


MUELLER PALLETS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Mueller Pallets, L.L.C.
        27059 Mueller Place
        Sioux Falls, SD 57108

Bankruptcy Case No.: 09-40159

Type of Business: Mueller Pallets, L.L.C., manufactures and sells
                  pallets.

Chapter 11 Petition Date: March 19, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls))

Debtor's Counsel: Laura L. Kulm Ask, Esq.
                  Gerry & Kulm Ask, Prof LLC
                  PO Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400
                  Fax: (605) 336-6842
                  Email: ask@sgsllc.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/sdb09-40159.pdf

The petition was signed by Margie Mueller, manager of the company.


NATIONAL AMUSEMENTS: Starts Auction of Movie Theater Assets
-----------------------------------------------------------
National Amusements Inc. has started the auction of chunks of its
movie-theater chain as it seeks to pay down its debt, Sam
Schechner at The Wall Street Journal reports, citing people
familiar with the matter.

WSJ, citing sources, said that National Amusements has sent out
these two separate books to potential bidders:

     -- one for a bundle of 54 U.S. theaters, and
     -- one for its 21 theaters in the U.K.

According to WSJ, initial bids are due in about four weeks.

WSJ relates that people familiar with the matter said that the
U.S. sale doesn't include 17 theaters in the Northeast U.S.,
although some theaters in the region are included.  According to
the report, a source said that National Amusements theaters in
Russia and Latin America aren't included in the auction.  The
Latin American theaters may be put up for sale, WSJ states, citing
the source.

WSJ reports that owner Sumner Redstone and his family will use the
sales to help repay $1.6 billion in National Amusements debt-and
avoid having to sell some or all of their controlling stakes in
Viacom Inc. and CBS Corp.

An agreement National Amusements reached in February with its
lenders to repay its debt would close in April, WSJ states, citing
a person familiar with the matter.

                  About National Amusements, Inc.

National Amusements, Inc., North America's sixth largest theatre
operator is a closely held corporation, that operates more than
1,425 motion picture screens in the U.S., the U.K., Latin America,
is an equal partner in the online ticketing service,
MovieTickets.com and the parent company of Viacom. Viacom is a
leading global media company, with preeminent positions in
broadcast and cable television, radio, outdoor advertising and
online.  With programming that appeals to audiences in every
demographic category across virtually all media, the company is a
leader in the creation, promotion and distribution of
entertainment, news, sports, music and comedy. Viacom's well-known
brands include CBS, MTV, Nickelodeon, VH1, BET, Paramount
Pictures, Viacom Outdoor, Infinity, UPN, Spike TV, TV Land, CMT:
Country Music Television, Comedy Central, Showtime, Blockbuster,
and Simon & Schuster.

As reported by the Troubled Company Reporter on Nov. 25, 2008,
National Amusements would likely have to file for Chapter 11.
Owner Sumner Redstone put last month about $233 million of his
stock in Viacom and CBS, which he controls through National
Amusements, to try to fix his debt problems after the stock market
dropped lower and National Amusements breached an asset-to-debt
covenant.  The move didn't work, and the Redstone family has since
been discussing with its lenders about restructuring a
$1.6 billion debt.


NAVISTAR INT'L: Signs Non-Binding LOI to Buy Monaco Coach RV Unit
-----------------------------------------------------------------
Monaco Coach Corporation has signed a non-binding letter of intent
with Navistar, Inc. with respect to a proposed transaction in
which Navistar would acquire certain assets and assume certain
liabilities primarily associated with the Company's recreational
vehicle manufacturing business.  Navistar, with nearly $15 billion
in annual sales, is a global manufacturer of commercial vehicles,
military vehicles, diesel engines and related parts and services.
Monaco Coach Corporation is one of the nation's recreational
vehicle manufacturers.

The letter of intent contemplates that Monaco and Navistar will
work to sign a definitive asset purchase agreement during early
April.  Following the completion of due diligence and the
bankruptcy court approval process, including the auction process,
the parties intend to close the transaction shortly after
obtaining the entry of a final non-appealable sale order of the
bankruptcy court pursuant to Section 363 of the Bankruptcy Code,
authorizing the transfer of purchased assets to Navistar.

Monaco continues to work with other interested parties regarding
the acquisition of its Motorhome Resorts segment and other assets
held for sale.

"We look forward to working with Navistar to complete this
transaction and ultimately become a part of one of the nation's
most respected companies.  This is a great opportunity for our
employees, dealers, suppliers and the communities in which we
operate.  We look forward to continuing the Monaco Coach brands
and our legacy of producing quality and innovative recreational
vehicles for our owners," stated Kay Toolson, Chairman and CEO of
Monaco Coach Corporation.

"If we are able to reach agreement, the purchase of certain Monaco
assets would fit our strategy of leveraging our assets to expand
our diesel business, serve the end customer and would also
complement our Workhorse custom chassis business," said Jack
Allen, president of Navistar's North American truck group. "Any
asset purchase would fall within our current capital expenditure
program for fiscal 2009."

                   About Navistar International

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.navistar.com/-- produces
International(R) brand commercial and military vehicles,
MaxxForce(TM) brand diesel engines, IC brand school and commercial
buses, and Workhorse(R) brand chassis for motor homes and step
vans, and is a private label designer and manufacturer of diesel
engines for the pickup truck, van and SUV markets.  Navistar is
also a provider of truck and diesel engine parts.  Another
affiliate offers financing services.

Navistar reported $9.62 billion in total assets and $11.09 billion
in total liabilities as of January 31, 2009, resulting in $1.49
billion in stockholders' deficit.

The TCR reported on June 2, 2008, that Fitch Ratings affirmed and
simultaneously removed from Rating Watch Negative the ratings for
Navistar International Corporation and Navistar Financial Corp. to
reflect progress in filing audited financial statements.  The
ratings are:

Navistar International Corp.

  -- Issuer Default Rating 'BB-';
  -- Senior unsecured bank facility 'BB-'.

Navistar Financial Corp.

  -- IDR 'BB-';
  -- Senior unsecured bank lines 'BB-'.

The TCR also reported on Feb. 25, 2008 that Standard & Poor's
Ratings Services removed its 'BB-' corporate credit ratings on
Navistar International Corp. and subsidiary Navistar Financial
Corp. from CreditWatch with negative implications, where they were
placed Jan. 17, 2006.

                        About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.  Omni Management Group LLC serves as the Debtors' claims,
balloting, noticing and administrative agent.


NCP MARKETING: High Court Refuses to Hear Trademark Dispute
-----------------------------------------------------------
Bankruptcy Law360 reports that the U.S. Supreme Court denied a
petition for a write of certiorari on a trademark dispute between
bankrupt N.C.P. Marketing Group, Inc., and BG Star Productions,
Inc.

According to Bankruptcy Law360, the case involves a split in the
circuit courts over the power of a Chapter 11 debtor-in-possession
to assume certain executory licenses, which include patent and
copyright licenses, held before bankruptcy.

                         Trademark Dispute

Billy Blanks, Gayle Blanks created the Tae Bo(R), a total body
fitness system.  It includes videotapes sold in retail chains and
through television shopping networks.  The Blanks, through BG
Star, own the Tae Bo(R) and Billy Blanks(R) tradenames and other
related trademarks.

In August 1999, NCP and the Blanks entered into an agreement
allowing NCP to advertise and sell products and services
containing Tae Bo(R).   To settle a dispute regarding the parties'
obligations, in October 2001, the parties entered into a
settlement and related licensing deal confirming the Blanks'
ownership of the trademark.

NCP later breached the agreements regarding the payment of
royalties, and the Blanks instituted arbitration for the breach.
The arbitrator required NCP to pay $2.1 million in royalties.  NCP
failed to make the payment and filed for bankruptcy in April 2004.

In its bankruptcy plan and related documents, NCP claimed
ownership of the Tae Bo trademarks.  The Blanks disputed NCP's
purported ownership of the trademarks and its ability to assume
the trademark in bankruptcy proceedings.  The Blanks asked the
U.S. Bankruptcy Court for the District of Nevada to compel the
Debtor to reject the trademark license.  The Blanks also argued
that, even if NCP owns the rights, any rights were non-assumable
and NCP could not issue the licenses in further bankruptcy
proceedings.  In November, the Bankruptcy Court issued a written
order holding that the agreements with the Blanks did not give NCP
permission to assign rights to any party.

NCP argued that it was not required to show it had received
consent from the Blanks to license the trademark to third parties
because trademark law does not specifically excuse the licensor
from accepting performance from a person other than the original
licensee.  NCP also argued that even if trademark law did make
such an excuse for the licensor, NCP had consent to license the
trademark from rights derived from the settlement and license
agreements with the Blanks.

                          Non-Assignable

In November 2005, the U.S. District Court for the District of
Nevada issued a decision affirming the Bankruptcy Court's
decision.  The District Court held that trademark licenses are
personal and nonassignable in bankruptcy absent a provision in the
trademark license to the contrary.  According to the District
Court, NCP mischaracterized what constitutes the value of a
trademark and the purpose of trademark law.

"[Trademarks] are also used by trademark owners to protect
themselves from unauthorized use of their mark, and they are used
by trademark owners to preserve the value of their business name
and products," the District Court held.

The District Court also held that "because the Blanks retained the
ownership rights of the trademark and gave NCP a non-exclusive
license, NCP only had the right to transfer a non-exclusive
license and not to 'assign' the trademark in the exclusive sense."

A full-text copy of the District Court's decision is available at
no charge at: http://bankrupt.com/misc/NCPDistrictCourtOrder.pdf

In May 2008, the U.S. Court of Appeals for the Ninth Circuit
affirmed the District Court's judgment for reasons provided by the
District Court.  The Ninth Circuit also denied a request for oral
argument.

A full-text copy of the 9th Circuit's order is available at no
charge at: http://bankrupt.com/misc/NCP9thCircuitOrder.pdf

The petition for writ of certiorari was filed before the Supreme
Court in October 2008.  N.C.P. Marketing Group was represented by
Thomas David Warren, Esq., at Baker & Hostetler LLP in Cleveland.

Respondents Billy Blanks, Gayle Blanks, and BG Star Productions,
Inc., are represented by Michael S. Greger, Esq., at Allen Matkin
Leck Mallory & Natsis, LLP in Irvine, California.  Michael A. T.
Pagni, Esq., at McDonald Carano Wilson LLP, in Reno, Nevada, also
represented BG Star Productions.

                   Hypothetical Vs. Actual Test

Robert L. Eisenbach III, Esq., a partner at Cooley Godward
Kronish, LLP, says "It looks like the U.S. Supreme Court, or at
least two of the Justices, is interested in deciding whether the
'hypothetical test' or the 'actual test' should be used in
determining whether an intellectual property license can be
assumed by a debtor in possession under Section 365(c)(1) of the
Bankruptcy Code."

"That was the clear message from the somewhat unusual statement by
Justice [Anthony M.] Kennedy, with whom Justice [Stephen] Breyer
joined, issued on March 23, 2009, in connection with the Supreme
Court's denial of a writ of certiorari in the N.C.P. Marketing
Group, Inc. case," Mr. Eisenbach says.

Justice Kennedy noted that the object of Chapter 11 of the
Bankruptcy Code is to empower a debtor with going concern value to
reorganize its operations to become solvent once more.  In a
typical case, the debtor takes on the role of "debtor in
possession," allowing it to retain possession and control of its
business.  A debtor-in-possession operates its business and
performs many functions that would fall to the trustee under other
chapters of the Bankruptcy Code.  At issue in N.C.P. Marketing's
petition is the power of a debtor-in-possession to assume
executory contracts held by the debtor before bankruptcy.  Section
365 gives the debtor-in-possession the power to assume -- that is,
to continue to receive the benefits of, while also continuing to
perform its obligations under -- the debtor's leases, ongoing
performance contracts, and licenses to use the property of others.

Justice Kennedy said this power is withdrawn, however, if
"applicable law excuses a party, other than the debtor, to [an
executory contract] from accepting performance from or rendering
performance to an entity other than the debtor or the debtor in
possession, whether or not such contract or lease prohibits or
restricts assignment of rights or delegation of duties; and . . .
such party does not consent to such assumption or assignment . .
."

Justice Kennedy noted that, according to the Court of Appeals for
the Ninth Circuit, this language means that a debtor-in-possession
may assume an executory contract only if hypothetically it might
assign that contract to a third party.  That is to say, if the
debtor-in-possession lacks hypothetical authority to assign a
contract, then it may not assume it -- even if the debtor-in-
possession has no actual intention of assigning the contract to
another.  Justice Kennedy pointed to In re Catapult Entertainment,
Inc., 165 F. 3d 747 (CA9 1999).

Justice Kennedy continued that the so-called "hypothetical test"
is preferred by a majority of the other Courts of Appeals that
have addressed this question.  He pointed to In re Sunterra Corp.,
361 F. 3d 257 (CA4 2004); In re James Cable Partners, L. P., 27 F.
3d 534 (CA11 1994) (per cu-riam); In re West Electronics, Inc.,
852 F. 2d 79 (CA3 1988).

The hypothetical test is not, however, without its detractors,
according to Justice Kennedy.

"One arguable criticism of the hypothetical approach is that it
purchases fidelity to the Bankruptcy Code's text by sacrificing
sound bankruptcy policy.  For one thing, the hypothetical test may
prevent debtors-in-possession from continuing to exercise their
rights under non-assignable contracts, such as patent and
copyright licenses.  Without these contracts, some debtors-in-
possession may be unable to effect the successful reorganization
that Chapter 11 was designed to promote," Justice Kennedy said.

"For another thing, the hypothetical test provides a windfall to
nondebtor parties to valuable executory contracts: If the debtor
is outside of bankruptcy, then the nondebtor does not have the
option to renege on its agreement; but if the debtor seeks
bankruptcy protection, then the nondebtor obtains the power to
reclaim -- and resell at the prevailing, potentially higher market
rate -- the rights it sold to the debtor.

To prevent Section 365(c) from engendering unwise policy, one
Court of Appeals, and a number of Bankruptcy Courts, reject the
hypothetical test in favor of an "actual test," under which a
Chapter 11 debtor-in-possession may assume an executory contract
provided it has no actual intent to assign the contract to a third
party, according to Justice Kennedy, citing Institut Pasteur v.
Cambridge Biotech Corp., 104 F. 3d 489, 493 (CA1 1997) (applying
the actual test); In re Catapult, 165 F. 3d, at 749, n. 2
(collecting Bankruptcy Court decisions favoring the actual test).

"Of course, the actual test may present problems of its own,"
Justice Kennedy said.  "It may be argued, for in-stance, that the
actual test aligns Section 365(c) with sound bankruptcy policy
only at the cost of departing from at least one interpretation of
the plain text of the law."

"The division in the courts over the meaning of Section 365(c)(1)
is an important one to resolve for Bankruptcy Courts and for
businesses that seek reorganization," Justice Kennedy said.  "This
petition for certiorari, however, is not the most suitable case
for our resolution of the conflict.  Addressing the issue here
might first require us to resolve issues that may turn on the
correct interpretation of antecedent questions under state law and
trademark-protection principles.

"For those and other reasons, I reluctantly agree with the Court's
decision to deny certiorari. In a different case the Court should
consider granting certiorari on this significant question," he
said.

A full-text copy of Justice Kennedy's statement is available at no
charge at: http://bankrupt.com/misc/NCPUSCKennedy.pdf

                       About N.C.P. Marketing

Headquartered in North West Canton, Ohio, N.C.P. Marketing Group,
Inc. is an infomercial producer and global marketer of the
platinum award-winning original Billy Blanks' Tae-Bo Video
Library.  The Debtor and its affiliate, Tae Bo Retail Marketing,
Inc., filed for chapter 11 protection on April 13, 2004 (Bankr.
Nev. Case No. 04-51071).  Jeffrey Baddeley, Esq., at Spangenberg
Shibley & Liber LLP and Jennifer A. Smith, Esq., at Lionel Sawyer
& Collins represent the Debtors in their restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, it estimated assets and debts between $10 million to
$50 million.

On March 23, 2007, Jeri Coppa-Knudson was appointed as the Chapter
11 Trustee to oversee the Debtors' estates. Jeffrey L. Hartman,
Esq., at Hartman & Hartman, represents the chapter 11 trustee.

In June 2007, the Chapter 11 Trustee sought conversion of the case
to Chapter 7 liquidation proceedings, citing (1) continuing loss
to or diminution of the estate and absence of a reasonable
likelihood of rehabilitation; (2) the inability to effectuate a
plan; and (3) unreasonable delay by the Debtors prejudicial to the
interests of creditors.


NEXIA HOLDINGS: Discloses Stock-Swap Deals With 3 Parties
---------------------------------------------------------
Nexia Holdings Inc. said a total of 5,136,688,673 shares of its
common stock were issued and outstanding as of March 19.

On March 2, the Company entered into a Stock Exchange Agreement
with AmeriResource Technologies, Inc., to exchange 100,000 shares
of the Company's Series C Preferred Stock for Series F Preferred
Stock of AmeriResource with a stated conversion value of $500,000.
The shares of both companies will be issued with restrictive
legends and carry no guarantee of future value and thus the
exchange carries a significant risk of the loss of investment by
the Company in the preferred stock of AmeriResource.

The agreement was handled as a private sale exempt from
registration under Rule 506 of Regulation D and the Securities Act
of 1933.  A full-text of the AmeriResource agreement is available
for free at: http://ResearchArchives.com/t/s?3aa2

On March 12, 2009, the Company entered into a Stock Exchange
Agreement with Seamless Corporation to exchange 200,000 shares of
the Company's Series C Preferred Stock for 1,000,0000 Series C
Preferred Stock of Seamless with a stated conversion value of
$1,000,000.  The shares of both companies will be issued with
restrictive legends and carry no guarantee of future value and
thus the exchange carries a significant risk of the loss of
investment by the Company in the preferred stock of Seamless.

The agreement was handled as a private sale exempt from
registration under Rule 506 of Regulation D and the Securities Act
of 1933.  A full-text of the Seamless Corp. Agreement is available
for free at: http://ResearchArchives.com/t/s?3aa3

On March 12, 2009, the Company also entered into a Stock Exchange
Agreement with 1st Global Financial Corp. to exchange 200,000
shares of the Company's Series C Preferred Stock for Preferred
Stock of 1st Global with a stated conversion value of $1,000,000.
The shares of both companies will be issued with restrictive
legends and carry no guarantee of future value and thus the
exchange carries a significant risk of the loss of investment by
the Company in the preferred stock of 1st Global.

The agreement was handled as a private sale exempt from
registration under Rule 506 of Regulation D and the Securities Act
of 1933.  A full-text of the 1st Global agreement is available
without charge at: http://ResearchArchives.com/t/s?3aa4

                        About Nexia Holdings

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC
BB: NEXA) -- http://www.nexiaholdings.com/-- is a diversified
holdings company with operations in real estate, health & beauty,
and fashion retail.  Nexia owns a majority interest in Landis
Lifestyle Salon, a hair salon built around the AVEDA(TM) product
lines.  Through its Style Perfect Inc. subsidiary, Nexia owns the
retail and design firm Black Chandelier and its related brands.

                        Going Concern Doubt

Hansen Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt Nexia Holdings Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

For nine months ended Sept. 30, 2008, the company posted net loss
of $4,699,893 compared with net loss of $3,288,803 for the same
period in the previous year.  For the three months ended Sept. 30,
2008, the company posted net loss of $1,861,552 compared with net
loss of $1,272,214 for the same period in the previous year.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $4,606,164 and total liabilities of $12,528,363, resulting in a
stockholders' deficit of $7,922,199.


NORTHEAST BIOFUELS: Wins Court Nod on April 23 Auction for Assets
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
has given Northeast Biofuels, LP, approval to conduct an auction
for the sale of the Company's assets.  As part of this approval on
March 19, 2009, the Court established bidding procedures and
scheduled a hearing on April 29, 2009, for the sale of the
Company's assets.  The Company filed a voluntary petition for
protection under Chapter 11, in the U.S. Bankruptcy Court for the
Northern District of New York on January 14, 2009.  Northeast
Biofuels owns an ethanol plant that is strategically located in
Fulton, NY, and, when completed, is slated to produce
approximately 100 million gallons per year of dry corn milled
denatured ethanol.

"The plant's location offers a unique opportunity to capitalize on
the growing demand for ethanol in the northeastern U.S. and
Canada," said Brian Roach, Northeast Biofuels' CEO.  In connection
with this filing, the plant is expected to be sold "free and
clear" pursuant to Section 363 of the U.S. Bankruptcy Code.  The
Bankruptcy court approved the following schedule for the Northeast
Biofuels' Sec. 363 Sale: Initial bids from interested parties are
due on April 21, 2009; the auction date will be on April 23, 2009;
and the sale hearing before the Court will be on April 29, 2009.

                     About Northeast Biofuels

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


NVIDIA CORP: S&P Affirms Corporate Credit Rating at 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and other ratings on Santa Clara, California-based
Nvidia Corp.  At the same time, S&P revised the outlook on Nvidia
to stable from positive.

The action reflects severely depressed revenues and profitability,
and S&P's expectations that operating performance will not
approach historical levels over the intermediate term.  Ratings
continue to reflect a narrow business profile, rapid technology
evolution, the presence of significant competitive pressures, and
changing consumer buying patterns, partly offset by the company's
ample liquidity and minimal leverage, its fabless business model,
and generally good market position.  Nvidia had $155 million of
lease-adjusted debt outstanding as of Jan. 31, 2009, and no funded
debt.

Nvidia competes in a small segment of the semiconductor industry,
designing graphics processors used in desktop and notebook
computers and handheld devices.  Graphics chip life cycles are
very brief, contributing to revenue and earnings volatility,
notwithstanding generally improving unit prices.  The chips are
sold to consumers as desktop computer upgrades, or to computer
original equipment manufacturers for high-performance PCs.
Basic PCs generally embed graphics capabilities in the
microprocessor, an increasingly common alternative to the use of
graphics chips as PC makers seek lower price points in light of
economic challenges.  Nvidia is trying to expand into graphics-
enabled cell phones and other handheld devices, as well as into
supercomputer applications, but revenues from these ventures are
small.  In the interim, the company's recently introduced high
performance PC multi-core graphics chips are expected to face
aggressive competition from Intel Corp.'s "Larrabee" processor,
likely to be introduced late this year.

Rapid technology evolution, uncertain product acceptance cycles,
competitive actions, and some execution failures have contributed
to highly volatile revenue and earnings, notwithstanding generally
improving unit prices.  Revenues had reached
$1.1 billion quarterly in early 2008.  However, Nvidia experienced
a manufacturing problem in midyear, followed by a delayed product
introduction, and a competitor's aggressively-priced new product
in late 2008.  This was followed by a sharp decline in PC sales
and depressed consumer markets.  Sales for the January 2009
quarter were $481 million, compared with
$1.2 billion in the year-ago period. April 2009 quarterly revenues
are expected to be in roughly the same area as January.


Nvidia has maintained its product development expenses, flat on a
dollar basis and 40% of January quarter sales, to continue
developing its advanced graphics processing chips.  While the
company hopes to reduce operating expenses by $35 million, and
also reduce inventory charges against gross margins in coming
quarters, EBITDA margins are likely to remain negative until
revenues recover materially, while historical margins had been in
the mid-20% area.

Capital expenditures are small because of the fabless business
model, $46 million in the January 2009 quarter.  Working capital
was a moderate source of cash in the January quarter because of
the revenue decline, but is not likely to be a source of cash in
coming quarters.


OSI RESTAURANT: Closes Cash Offer for $240-Mil. Senior Notes
------------------------------------------------------------
OSI Restaurant Partners, LLC, has accepted for purchase about $240
million in principal amount of its outstanding 10% Senior Notes
due June 15, 2015 issued by the Company and OSI Co-Issuer, Inc., a
wholly owned subsidiary of the Company, which were validly
tendered pursuant to its previously announced cash tender offer
for the notes.

The Tender Offer was made pursuant to the Offer to Purchase dated
February 18, 2009, as amended March 5 and March 20, 2009, and the
related Letter of Transmittal.  The Tender Offer expired at 5:00
p.m. New York City time, on March 20, 2009.  The aggregate
consideration to be paid by the Company for the notes accepted for
purchase, excluding accrued interest, is $73 million.

Miller Buckfire & Co., LLC acted as Dealer Manager for the Tender
Offer.  Questions regarding the Tender Offer should be directed to
Miller Buckfire & Co., LLC, Adam Fitzner (212) 895-1865 or Ofir
Nitzan (212) 895-1871.

OSI Restaurant Partners is the #3 operator of casual-dining spots
(behind Darden Restaurants and Brinker International), with more
than 1,400 locations in the US and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings. OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations. Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned. A group led by chairman
Chris Sullivan took the company private in 2007.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


PENSKE AUTOMOTIVE: Moody's Downgrades Corp. Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service lowered Penske Automotive Group, Inc.'s
corporate family rating to B2 from B1.  Actions on rated debt
instruments are detailed below.  The rating outlook remains
negative.

The downgrade reflects Moody's expectations that Penske's leverage
will remain high for an extended period.  Leverage (debt/EBITDA)
was near 6.5 times at the end of 2008 and Moody's expect this
ratio will remain elevated as market conditions remain challenged.

"While the company has taken steps to address current market
conditions -- such as its announced expense reduction initiatives
and the suspension of the dividend on its common shares -- Moody's
believe that performance will remain soft and leverage will remain
high for an extended period" said Moody's Vice President & Senior
Analyst Scott Tuhy.

The negative outlook primarily reflects Moody's concerns that weak
consumer demand and constrained credit availability for big-ticket
consumer durables such as automobiles will depress Penske's
operating performance over the next year.  The continuation of
weak performance could more than offset the company's steps to
reduce costs.  Moody's remain concerned that the luxury market,
where Penske has a significant presence, will experience further
stress as higher income and aspirational consumers defer purchases
in the US and UK.  Downward pressure on ratings could continue if
leverage rises from current levels should these negative trends
persist.

Moody's rating and outlook also reflect Moody's expectations that
the company's liquidity profile will remain good for its rating
with limited debt maturities until 2011, good levels of committed
bank financing, and minimal reliance on financing from the Detroit
3 OEMs and their captive finance affiliates.

These ratings were downgraded:

  -- Corporate Family Rating to B2 from B1

  -- Probability of Default Rating to B2 from B1

  -- $375 million Senior Subordinated Notes due 2016 to Caa1 (LGD
     5, 89%) from B3 (LGD 5, 89%)

  -- $306 million Convertible Senior Subordinated Notes due 2026
     to Caa1 (LGD 5, 89%) from B3 (LGD 5, 89%)

Moody's last rating action on Penske Automotive Group was on
December 22, 2008 when the company's rating outlook was revised to
negative from stable.

Headquartered in Bloomfield Hills, MI, Penske is the second
largest automotive retailer headquartered in the US.  As of
December 31, 2008, the company owned and operated 159 franchises
in the United States and Puerto Rico and 148 franchises outside
the United States, primarily in the United Kingdom.


PHILIP MARTIN: Wants to Hire Irvin Grodsky as Bankruptcy Counsel
----------------------------------------------------------------
Philip J. Martin asks the U.S. Bankruptcy Court for the Southern
District of Alabama for authority to employ Irvin Grodsky, P.C.,
as counsel.

Irvin Grodsky will:

   a) take appropriate action with respect to the secured and
      priority creditors;

   b) take appropriate action with regard to possible voidable
      preferences, transfers, and liens;


   c) prepare on behalf of Debtors necessary petitions, answers,
      orders, reports and other papers;

   d) assist Debtor in preparing and proposing a plan under
      Chapter 11 of the Bankruptcy Code;

   e) perform all other legal services for Debtor which may be
      necessary herein.

The Debtor has paid Irvin Grodsky, P.C., a retainer in the amount
of $15,000 towards its fees incurred in this proceeding which is
being held in the firm's escrow account and $1,300 toward costs.

To the best of the Debtor's knowledge Irvin Grodsky is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

     Irvin Grodsky, P.C.
     454 Dauphin Street, P.O. Box 3123
     Mobile, AL 36652,
     Tel: (251) 433-3657
     Fax: (251) 433-3670

                      About Philip J. Martin

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.


PIONEER NATURAL: Moody's Affirms 'Ba1' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Pioneer Natural Resource
Company's Ba1 Corporate Family Rating, Ba1 Probability of Default
Rating, and Ba1 (LGD 4; 56%) senior unsecured note rating.  The
outlook remains negative.

Moody's said that the negative outlook reflects the company's
continued high leverage, particularly as measured by debt/average
daily production, which is among the highest in the Ba peer group,
and weak capital productivity.  During the upcycle Pioneer
continued to outspend cash flow without any meaningful reduction
in debt.  In addition, Pioneer's capex resulted in finding and
development costs in the upper range of its rated peers.
Concurrently, over the past four years the company has repurchased
40.5 million shares, or 28% of shares outstanding to increase
shareholder returns at the detriment of debt reduction.

Pioneer's Ba1 rating is supported by its scale and underlying
long-lived asset base.  Pioneer has executed a major portfolio
transition to a lower risk asset base.  However, Moody's believe
Pioneer needs to demonstrate sustainable production trends at
competitive replacement costs to support its Ba1 rating.

For Pioneer's outlook to change to stable a meaningful
demonstration of capital productivity is needed to reduce costs
and repay debt.  Additionally, Pioneer's rating could be
downgraded if a persistent emphasis of stock buyback activities
continue or a new aggressive governance style emphasizing
shareholder returns is initiated.

The last rating action was on January 28, 2008 at which time
Moody's confirmed PXD's ratings and assigned a negative outlook.
PXD, headquartered in Irving, Texas, operates primarily in North
America with over 96% of its proved reserves and just under 90% of
its production concentrated in the U.S. Core production holdings
are the Spraberry trend oil field (West Texas), the Raton Basin
coal bed methane natural gas field (Southern Colorado), the
Hugoton and West Panhandle natural gas and liquid fields (Kansas
and the Texas Panhandle, respectively) and the Edwards Trend
natural gas holdings (South Texas).


POINTE LUCK: Creditors Have Until July 21 to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire has
set July 21, 2009, as the last day of creditors in Pointe Luck,
LLC's Chapter 11 case to file proofs of claim.

Proofs of claim must be filed with:

     Office of the Clerk
     United States Bankruptcy Court
     1000 Elm Street, Suite 1001
     Manchester, NH 03101-1708

Headquartered in Hopkinton, Massachusetts, Pointe Luck, LLC filed
for Chapter 11 protection on March 23, 2009, (Bankr. D. N.H. Case
No.: 09-10919) Jennifer Rood, Esq. at Bernstein Shur represents
the Debtor in its restructuring effort.  The Debtor listed
estimated assets of $10 million to $50 million and estimated debts
of $10 million to $50 million.


POINTE LUCK: Creditors Meeting Set for April 24 in New Hampshire
----------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in Pointe Luck, LLC's Chapter 11 case on April 24, 2009, at
10:00 a.m., at 1000 Elm Street, 7th Floor - Room 702, Manchester,
New Hampshire.

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 Hopkinton, Massachusetts, Pointe Luck, LLC filed
for Chapter 11 protection on March 23, 2009, (Bankr. D. N.H. Case
No.: 09-10919) Jennifer Rood, Esq. at Bernstein Shur represents
the Debtor in its restructuring effort.  The Debtor listed
estimated assets of $10 million to $50 million and estimated debts
of $10 million to $50 million.


POLAROID CORP: Lenders Say Terms of Sale to Benefit Insiders
------------------------------------------------------------
The pending sale of one of Polaroid Corp.'s remaining assets, set
for next week, will benefit unspecified insiders, David Phelps at
Star Tribune reports, citing attorneys for the Company's lenders.

According to Star Tribune, the lenders said that they want to
question Polaroid's top executive and its former general counsel
about their knowledge of the sale.  Star Tribune relates that the
creditors subpoenaed Polaroid CEO Mary Jefferies and former
Petters Group Worldwide general counsel David Baer for
depositions.

Star Tribune states that Polaroid's bankruptcy counsel will argue
in U.S. Bankruptcy Court in St. Paul that the subpoenas should be
quashed, as they weren't filed in a timely manner.  A previous
attempt to conduct pretrial discovery on the sale was rejected by
Bankruptcy Judge Gregory Kishel, who gave his approval for the
sale in a ruling in February, the report says, citing Polaroid's
lawyers.  The report quoted the attorneys as saying, "Polaroid
employees and certainly Jefferies are spending all of their
energies on maximizing the value of Polaroid.  It seems diverting
attention from the main task at hand is exactly what Ritchie
[Capital Management] and Acorn [Capital Group] intended to do."

Star Tribune relates that depositions of Ms. Jefferies and Mr.
Baer had been set for Monday and Tuesday this week, but court
documents say that they didn't attend because personal attorneys
for each had scheduling conflicts.

                    About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.


POWER EFFICIENCY: Hires Curhan to Expanded Board of Directors
-------------------------------------------------------------
Power Efficiency Corporation expanded its Board of Directors by
one, and appointed Gregory S. Curhan as director to fill this
vacancy, effective March 12.

Mr. Curhan was a founder and principal of the investment advisor
Curhan, Merriman Capital Management from July 1988 through
December 1992.  Mr. Curhan earned his Bachelor of Arts degree,
summa cum laude, from Dartmouth College.

Mr. Curhan most recently served as executive vice president,
chairman of the commitment committee and head of the CleanTech
banking team at Merriman Curhan Ford Group, Inc., an investment
bank he co-founded, where he worked from January 2002 to January
2009.  Previously, he served as chief financial officer of
WorldRes.com from May 1999 through June 2001.  Prior to joining
WorldRes.com, Mr. Curhan served as director of global technology
research marketing and managing director specialty technology
institutional equity sales at Merrill Lynch & Co. from May 1998 to
May 1999.

Mr. Curhan will receive, as compensation for his service on the
board of directors, options to purchase 100,000 shares of Power
Efficiency common stock per year.  Additionally, Mr. Curhan will
be a consultant for Power Efficiency for a period of twelve
months, and will initially receive, on a monthly basis, $3,000 for
services provided in this capacity, as well as warrants to
purchase 30,000 shares of common stock exercisable at an exercise
price of $0.11 per share.  The consultant agreement is terminable
by either party after six months upon thirty days notice.

                  About Power Efficiency Corp.

Based in Las Vegas, Power Efficiency Corporation (OTC BB: PEFF) --
http://www.powerefficiency.com/-- is a green energy company
focused on efficiency technologies for electric motors.  The
company has developed a patented and patent-pending technology
platform, called E-Save Technology(TM), which has been
demonstrated in independent testing to improve the efficiency of
electric motors by 15-35% in appropriate application

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
Livingston, N.J.-based Sobel & Co., LLC, expressed substantial
doubt about Power Efficiency Corporation's ability to continue as
a going concern after the firm audited the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations and
deficiency of cash from operations.

The Company suffered recurring losses from operations, a recurring
deficiency of cash from operations, including a cash deficiency of
approximately $2,425,000 from operations for the nine months ended
September 30, 2008.  While the Company appears to have adequate
liquidity at September 30, 2008, there can be no assurances that
such liquidity will remain sufficient.


PREBUL AUTO: Infiniti and Volvo Dealerships Sold for $500,000
-------------------------------------------------------------
Chattanoogan.com reports that Prebul Auto Group has sold its
dealerships.

Chattanoogan.com relates that in an auction conducted by Jerry
Farinash, the bankruptcy trustee, dealer Nelson Long won Prebul
Auto's Infiniti and Volvo dealerships for $500,000.  Nelson
Bowers, another dealer, won the Chattanooga KIA dealership for
$300,000, while Johnny Pye Jr. won the rights to the Prebul
dealerships in Dalton -- KIA, Cadillac, Pontiac, GMC, and Mazda --
for $100,000, Chattanoogan.com states.

According to Chattanoogan.com, Mr. Farinahs said that there were
no bids for the Jeep, Chrysler, Dodge franchise due to the
uncertainty over Chrysler LLC's future.  Mr. Farinash, states
Chattanoogan.com, said that an announcement should come about
Chrysler by the end of March.  A hearing is set for April 9 on the
franchise, Chattanoogan.com says.

Chattanoogan.com relates that Mr. Farinash said that he expects
the high bidders to be easily approved by the manufacturers, and
that should happen in 30 to 90 days.  Mr. Farinahs said that he
may reach management agreements with them in the interim,
according to the report.

The deals, according to Chattanoogan.com, exclude inventory,
buildings or property, just the dealership rights.

Prebul Automotive Group is based in Chattanooga.  It is owned by
car dealer Joe Prebul.

As reported by the Troubled Company Reporter on March 19, 2009,
Prebul Auto Group filed for Chapter 7 bankruptcy protection.


PRECISION PARTS: Chrysler Seeks to Recover Tooling
--------------------------------------------------
Bankruptcy Law360 reports that Chrysler LLC has asked the U.S.
Bankruptcy Court for the District of Delaware to lift the
automatic stay in Precision Parts International Holdings Inc.'s
Chapter 11 bankruptcy proceedings so the auto maker can take back
production tooling it provided to the Debtors.

Chrysler, according to the report, told the Court relief from the
bankruptcy stay will allow it to avoid layoffs and millions of
dollars in losses.  According to the report, Chrysler said it had
reached an agreement with Cerion LLC to reclaim the tooling.

The TCR notes that about a year ago on February 1, 2008, Plastech
Engineered Products Inc. sought bankruptcy protection to stop
Chrysler from taking back tooling and other equipment and
resourcing business with other suppliers.  Plastech was allowed by
the U.S. Bankruptcy Court for the Eastern District of Michigan to
keep the tooling pending trial, and reached agreements and
obtained debtor-in-possession funding from its customers, which
included the Big 3 automakers and Johnson Controls Inc.  Plastech,
however, after reviewing alternatives, eventually broke up its
business and sold key assets to parties, including JCI, which
bought the interiors business.

                       About Precision Parts

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  Alvarez & Marsal North America LLC serves as financial
advisor and Kurtzman Carson Consultants LLC as notice, claims and
balloting agent.  When the Debtors filed for protection from their
creditors, they listed assets of between $100 million to
$500 million each.

As reported by the Troubled Company Reporter on March 20, 2009,
the Court authorized Precision Parts to sell its business to
Cerion LLC for $18.5 million.  No rival bids were received for
Precision Parts' six plants that produce auto-parts.

                         About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                         Liquidity Crunch

Chrysler has been trying to keep itself afloat.  As reported by
the Troubled Company Reporter on March 20, 2009, its Chief
Financial Officer Ron Kolka, has said even if Chrysler gets
additional government loans, it could face another cash shortage
in July when revenue dries up as the company shuts down its
factories for two weeks to change from one model year to the next.
The Company's CFO has said Chrysler planned for the $4 billion
federal government bailout it received Jan. 2 to last through
March 31.  The Company is talking with the Obama administration's
autos task force about getting another $5 billion, and faces a
March 31 deadline to complete its plan to show how it can become
viable and repay the loans.

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.


PRS II LLC: Court Extends Schedules Filing Deadline until April 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until April 1, 2009, the time within which PRS II, LLC,
must file its schedules and statement of financial affairs.

The extension will enable the Debtor to gather the information
required to prepare accurate schedules and statement of financial
affairs.

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.


RENE SERRANO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Rene Serrano
        476 Jeweled Mesa Court
        El Paso, TX 79928

Bankruptcy Case No.: 09-30539

Type of Business: Rene Serrano operates a trucking company.

Chapter 11 Petition Date: March 19, 2009

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  6006 N. Mesa, #806
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  Email: budkirk@aol.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 Rene Serrano.


ROBERT ACOSTA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Robert Acosta
        dba El Dorado Restaurant- Alamo
        dba El Rancho Grande
        dba El Dorado Restaurant- Harligen
        dba Rio Meats

        and

        Marsha Alba Acosta
        aka Jewelry by Marsha
        P.O. Box 577
        Alamo, TX 78516

Bankruptcy Case No.: 09-70223

Type of Business: The Debtors operate restaurants.

Chapter 11 Petition Date: March 19, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (McAllen)

Debtor's Counsel: Ellen C. Stone, Esq.
                  The Stone Law Firm PC
                  4900 N. 10th St., Suite A2
                  McAllen, TX 78504
                  Tel: (956) 630-2822
                  Fax: (956) 631-0742
                  Email: ignmca@ellenstonelaw.com

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

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

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

The petition was signed by Robert Acosta.


S&K FAMOUS: Rivercity Branch to Close; To Get $13-Mil. DIP Loan
---------------------------------------------------------------
Jacksonville Business Journal reports that the S&K Men's Warehouse
at Rivercity Market Place is one of S&K Famous Brands Inc.'s 30
stores that will close.

As reported by the Troubled Company Reporter on March 18, 2009,
S&K Famous is closing 30 of 136 stores.  A liquidator will conduct
going-out-of-business sales at those 30 stores.  The Company had
already shut 78 stores pre-bankruptcy.

S&K Famous, says Business Journal, is cutting operating costs and
introducing new merchandise to attract a new generation of
shoppers.

Business Journal relates that S&K Famous has negotiated
$13 million debtor-in-possession financing from Wells Fargo Retail
Finance to fund its working capital requirements during the
Chapter 11 process.  Business Journal quoted S&K Famous President
and CEO Joseph Oliver as saying, "Our first priority is to reduce
debt and recapitalize the company as quickly as possible."

                   About S&K Famous Brands, Inc.

Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc. -
- http://www.skmenswear.com/-- sells men's swimwear.  The Debtor
filed for Chapter 11 protection on Feb. 9, 2009, (Bank. E.D. Va.
Case No.: 09-30805) Lynn L. Tavenner, Esq., Paula S. Beran, Esq.,
at Tavenner & Beran, PLC and McGuireWoods LLP represent the Debtor
in its restructuring efforts.  Its financial advisor is Alvarez &
Marsal North America LLC.  The Debtor's DIP Lender is Wells Fargo
Retail Finance LLC as administrative and collateral agent.   The
Debtor listed total assets of $41,440,100 and total debts of
$35,499,00.


SENSUS METERING: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family and
Probability of Default ratings of Sensus Metering Systems Inc. but
changed the outlook to negative from stable to reflect refinancing
risks associated with significant upcoming debt maturities and the
likelihood that Senus will operate with limited headroom to its
bank covenants through the next year.

In conjunction with the rating action, Moody's affirmed the senior
secured rating of Sensus and Sensus Metering Systems (Luxco 2)
S.a.r.l. at Ba2 and the rating on Sensus' senior subordinate notes
at B3.  As an administrative matter the rating on Luxco's senior
secured term loan was withdrawn as that obligation has been
repaid.

Ratings Affirmed:

Issuer: Sensus Metering Systems Inc.

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2

  -- Senior Secured Bank Credit Facility at Ba2 (LGD2, 17% from
     LGD2, 18%)

  -- Senior Subordinated Regular Bond/Debenture at B3 (LGD5, 72%
     from LGD5, 73%)

Issuer: Sensus Metering Systems (Luxco 2) S.a.r.l.

  -- Senior Secured Bank Credit Facility (Revolver) at Ba2 (LGD2,
     17% from LGD2, 18%)

Outlook Actions:
Issuer: Sensus Metering Systems Inc. and Sensus Metering Systems
(Luxco 2) S.a.r.l.

  -- Outlook, Changed To Negative From Stable

Withdrawals:

Issuer: Sensus Metering Systems (Luxco 2) S.a.r.l.

-- Senior Secured Bank Credit Facility (Term Loan), Withdrawn,
    previously rated at Ba2 (LGD2, 17%)

The ratings affirmation reflects Moody's expectation that Sensus'
results are likely to remain relatively resilient through the
challenging economic environment, supported by replacement sales
of its water meters and growing contribution from advanced
metering infrastructure contracts.  Nonetheless, some caution on
Sensus' forward earnings stream is warranted.  EBITDA has remained
relatively stagnant over the past several years even as revenues
have grown strongly.  Moreover, in Sensus' latest quarter
(FQ3/09), some pressure appeared evident from municipal budget
constraints.  Still, Moody's expects the balance of these
considerations is likely to sustain Sensus' profitability within
proximity to current levels through fiscal 2010 (FYE March 31,
2010).  Importantly, free cash flow is expected to remain
comfortably positive through the near term with proceeds retained
on balance sheet or directed towards debt reduction.
Consequently, Sensus' key credit metrics are expected to show
modest improvement through the near term.  Leverage, however will
likely remain elevated (roughly 5.5x adjusted currently) and EBITA
interest coverage relatively thin (modestly in excess of 1x
adjusted currently).

While Moody's expects modest improvement to Sensus' fundamentals,
this improvement may not keep pace with covenant step-downs in
Sensus' bank credit facilities.  Covenant compliance is expected
to be maintained, although Moody's expects headroom to remain thin
through fiscal 2010 (FYE March 31, 2010).  These concerns escalate
into the ratings horizon as further covenant step-downs occur at
the beginning of Sensus' fiscal 2011 (April 1, 2010).  Covenant
concerns contribute to the negative outlook, but the outlook
change also reflects that Sensus needs to address its upcoming
revolver maturity (December 2009) while sizeable payments on its
$162 million term loan commence March 31, 2010 (ultimately due
December 2010).  Although Moody's expects Sensus' key credit
metrics to remain supportive of its B2 rating, refinancing risks,
if not resolved in the near term, may drive the rating lower.

Moody's last rating action on Sensus was September 16, 2008, when
the company's Corporate Family rating was affirmed at B2.

Headquartered in Raleigh, North Carolina, Sensus Metering Systems,
Inc., is a leading provider of metering and related communication
systems to electric, gas and water utilities.


SHAW COMMUNICATIONS: Moody's Rates C$600 Mil. Senior Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service rated Shaw Communications Inc.'s
C$600 million senior unsecured note issue Baa3.  While the
logistics of debt repayment from the new issue proceeds may cause
debt and credit protection measures to temporarily spike, as
Moody's anticipates that Shaw will ultimately use the new issue
proceeds to repay other existing indebtedness that comes due
during 2010 and 2011, the issue is neutral to the company's credit
profile.  Accordingly, the new issue's rating is equivalent with
the company's other senior unsecured debts, and, as part of the
rating action, applicable senior unsecured ratings were affirmed
as was Shaw's stable ratings outlook.

Rating Actions:

Assignments:

Issuer: Shaw Communications Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Baa3

Affirmations:

Issuer: Shaw Communications Inc.

  -- Senior Unsecured Regular Bonds/Debentures, unchanged at Baa3

Outlook Actions:

Issuer: Shaw Communications Inc.

  -- Outlook unchanged at stable

Moody's most recent rating action concerning Shaw was taken on
March 16, 2009, at which time the company's senior unsecured debt
ratings were upgraded to Baa3 from Ba1.

Headquartered in Calgary, Alberta, Canada, Shaw Communications
Inc. is a diversified Canadian communications company whose core
business is providing cable television, Internet and telephone
service to residential consumers in specific regions provided for
in its operating licenses (offered under the Shaw brand name).
Shaw also provides television signals to residential consumers on
a national basis via satellite direct-to-home services (Star
Choice brand name).  Shaw is traded on the Toronto and New York
stock exchanges.


SMURFIT-STONE: Wants Schedules Filing Deadline Moved to April 6
---------------------------------------------------------------
Smurfit-Stone Container Corporation and its debtor affiliates ask
the United States Bankruptcy Court for the District Of Delaware to
extend until April 6, 2009, the deadline within which they may
file their schedules of assets and liabilities and statement of
financial affairs.

The Debtors are currently in the process of completing the
Schedules and Statements, notes James P. Conlan, Esq., at
Sidley Austin LLP, in Chicago, Illinois.  However, he says, the
Debtors may not be able to complete the documents by March 27,
2009, given the size of their businesses.

A brief extension of 10 days will provide them sufficient
time to finalize and file complete Schedules and Statements, he
adds.

According to Mr. Conlan, the Debtors have worked diligently and
have made significant progress towards completing their Schedules
and Statements.  Specifically, the Debtors have engaged
PricewaterhouseCoopers LLP to assist them in their preparation of
the Schedules and Statements in addition to the tax and financial
advisory services already provided throughout the administration
of the Chapter 11 cases as requested by the Debtors.

"The necessity of the brief extension is largely due to the
number of the Debtors' creditors, the size and complexity of the
Debtors' businesses, the diversity of their operations and
assets, and the limited staffing available to gather, process and
complete the Schedules and Statements," Mr. Conlan maintains.

In addition, since the Petition Date, and during the course of
preparing the Schedules and Statements, the Debtors concurrently
performed, or are performing, many critical tasks, including:

  * Managing the daily operations of their businesses;

  * Gaining approval of their requested "first-day" and "second-
    day" relief, including approval of a postpetition financing
    facility;

  * Navigating a parallel foreign proceeding in Canada and
    successfully gaining recognition of the Court's orders in
    the Canadian proceeding;

  * Communicating with all parties-in-interest in the Chap. 11
    cases, including employees, customers and vendors; and

  * Developing responsive information and otherwise responding
    to diligence requests by parties-in-interest.

The time required to perform these critical tasks has necessarily
limited the amount of time that the Debtors have been able to
commit to preparing the Schedules and Statements, Mr. Conlan
notes.

Filing the Schedules and Statements no later than April 6,
2009, will still provide the creditors and other parties-in-
interest time to review the Schedules and Statements prior to the
meeting of creditors pursuant to Section 341(a) of the
Bankruptcy Code, which meeting has been continued until April 8,
2009, he says.  Moreover, the Debtors have been in discussion
with the U.S. Trustee regarding the Debtors' intention to request
this additional extension of time to complete and file the
Schedules and Statements.  The Debtors understand that the U.S.
Trustee does not object to the brief extension requested, which
extension still allows for the 341 Meeting to be held at its
presently scheduled time, Mr. Conlan relates.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Gets Court Nod to Raise DIP Loan to $750 Million
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Smurfit-Stone Container Corporation and its debtor
affiliates on February 23, 2009, to enter into a DIP credit
agreement with JPMorgan Chase Bank, N.A., as administrative agent
and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch,
as Canadian administrative agent and Canadian collateral agent,
and the lenders from time to time party thereto.

In a regulatory filing with the Securities and Exchange Commission
dated March 2, 2009, Craig A. Hunt, Esq., the Debtors' senior vice
president, secretary and general counsel, disclosed that on
February 25, 2009, the parties to the DIP Credit Agreement
executed the "First Amendment to Credit Agreement and to Security
and Pledge Agreement", to, upon the satisfaction of certain
conditions precedent, effect modifications to the DIP Credit
Agreement in the form of an amendment and restatement of the
agreement.  On the same date, the provisions of the First
Amendment to DIP Credit Agreement became effective, and the DIP
Credit Agreement was amended and restated.

The Amended DIP Credit Agreement provides for borrowings up to an
aggregate committed amount of $750 million, consisting of:

  -- a $400 million U.S. term loan for borrowings by Smurfit-
     Stone Container Enterprises, Inc.;

  -- a $35 million Canadian term loan for borrowings by Smurfit-
     Stone Container Canada Inc.;

  -- a $215 million U.S. revolving credit facility for
     borrowings by SSCE and/or SSC Canada;

  -- a $35 million U.S. revolving credit and letter of credit
     facility for borrowings by SSCE and/or SSC Canada; and

  -- a $65 million Canadian revolving credit and letter of
     credit facility for borrowings by SSCE and/or SSC Canada.

Mr. Hunt says that except for these changes, the material terms
of the Amended DIP Credit Agreement are the same as those set
forth in the original DIP Credit Agreement.

Mr. Hunt also disclosed that on February 27, 2009, the parties to
the Amended DIP Credit Agreement executed the First Amendment to
Amended and Restated Credit Agreement.  The First Amendment to
Amended DIP Credit Agreement conformed certain provisions of the
Amended DIP Credit Agreement to the Court's final order issued in
connection with its approval of the original DIP Credit
Agreement.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Calpine Corrugated Can Use Collateral Until 2010
---------------------------------------------------------------
Judge Brendan Linehan Shannon of the United States Bankruptcy
Court for the District of Delaware has authorized Calpine
Corrugated LLC to use on a final basis, cash collateral from
March 10, 2009, to January 2, 2010.

Calpine Corrugated, an affiliate of Smurfit-Stone Container
Corporation, may use the Cash collateral to fund general corporate
and working capital requirements and capital expenditures, solely
in accordance with the cash collateral budget, a copy of which is
available for free at:

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

The Budget may be amended or modified by the Debtors from time to
time, after consultation with the Official Committee of Unsecured
Creditors and subject to either (a) the written consent of the
Prepetition Lenders or (b) the approval of the Court after notice
and a hearing.

As adequate protection against diminution in the value of Union
Bank's interests in its collateral, Union Bank is granted (a)
replacement security interests in and liens upon all of the Union
Bank Collateral and the proceeds of any avoidance actions under
section 549 and 550 of the Bankruptcy Code related to a
postpetition transfer of Union Bank Collateral, and (b) a
superpriority administrative expense claim under Section 507(b)
of the Bankruptcy Code payable solely from the assets of Calpine
Corrugated. The Union Bank Adequate Protection Liens and the
Union Bank Adequate Protection Priority Claim will secure the
payment of the Union Bank Adequate Protection Obligations.

As adequate protection against diminution in the value of CIT's
interests in the CIT Collateral, CIT is granted:

  (a) replacement security interests in and liens and mortgages
      upon (i) any and all presently owned and hereafter
      acquired personal property, real property and all other
      assets of Calpine Corrugated and its estate, together with
      any proceeds of the property, and (ii) the proceeds of
      avoidance actions under Chapter 5 of the Bankruptcy Code
      in Calpine Corrugated's Chapter 11 case; and

  (b) a superpriority administrative expense claim under Section
      507(b) of the Bankruptcy code payable solely from the
      assets of Calpine Corrugated.

The CIT Adequate Protection Liens and the CIT Adequate Protection
Priority Claim will secure the payment of the CIT Adequate
Protection Obligations.

The Union Bank Adequate Protection Liens will be senior in
priority to the CIT Adequate Protection Liens in the Union Bank
Collateral and the prepetition liens and security interests of
CIT in the Union Bank Collateral, but will be junior in priority
to the prepetition liens and security interests of Union Bank in
the Union Bank Collateral.

As additional adequate protection

-- Union Bank will be entitled to (i) monthly payments of
    principal in the amount of $50,000, payable in advance on
    the first business day of each month, (ii) the current
    payment of accrued but unpaid interest as and when due and
    payable under the Union Bank Credit Agreement, and (iii) the
    current payment of the reasonable fees, costs and expenses
    of Union Bank in accordance with the terms of the Union Bank
    Credit Agreement.

-- CIT will be entitled to (i) monthly payment of principal in
    the amount of $150,000, payable in advance on the first
    business day of each month, (ii) the current payment accrued
    but unpaid interest as and when due and payable under the
    CIT Credit Agreement, and (iii) the current payment of the
    reasonable fees, costs and expenses of CIT in accordance
    with the terms of the CIT Credit Agreement.

Calpine Corrugated's authorization to use Cash Collateral will
terminate on the earliest to occur of:

  (a) January 2, 2010;

  (b) the dismissal of Calpine Corrugated's Chapter 11 case or
      the conversion of the Chapter 11 case to a case under
      Chapter 7 of the Bankruptcy Code;

  (c) the appointment of a trustee or examiner with expanded
      powers in Calpine Corrugated's Chapter 11 case;

  (d) the entry of an order reversing, staying, vacating or
      otherwise modifying in any material respect the terms of
      the Final Cash Collateral Order;

  (e) failure by Calpine Corrugated to comply with any material
      provision of this Final Cash Collateral Order, as
      determined by the Court pursuant to a final order after
      notice and a hearing;

  (f) any misrepresentation of a material fact made after the
      Petition Date by any of the Debtors or their agents to the
      Prepetition Lenders about (i) the financial condition of
      Calpine Corrugated, (ii) the nature, extent, location or
      quality of any Prepetition Collateral, or (iii) the
      disposition or use of any Prepetition Collateral,
      including the Cash Collateral, in each case as determined
      by the Court pursuant to a final order after notice and a
      hearing;

  (g) the sale after the Petition Date of any portion of Calpine
      Corrugated's assets outside the ordinary course of
      business without the prior written consent of the
      Prepetition Lenders, each in its sole discretion; and

  (h) the failure by Calpine Corrugated to comply with any
      material terms of the Prepetition Credit Agreements
      after the Petition Date, as determined by the Court
      pursuant to a final order after notice and a hearing.

Judge Shannon held that no portion of the Prepetition Collateral
will (i) be used by the Debtors to satisfy administrative
expenses in any Chapter 11 case other than the Chapter 11 case of
Calpine Corrugated or (ii) be distributed by Calpine Corrugated
to Smurfit-Stone Container Enterprises, Inc. in the form of an
upstream dividend, intercompany loan, or any distribution for
less than reasonably equivalent value.  SSCE will (a) pay in cash
on a weekly basis for all postpetition purchases of goods from
Calpine Corrugated and (b) provide payment terms to Calpine
Corrugated for all postpetition purchases of goods from SSCE by
Calpine Corrugated in accordance with the terms of the Budget.

A copy of the Final Cash Collateral Order is available for free
at http://bankrupt.com/misc/SmurfCalpineCashCoORD.pdf

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: Seeks to Employ Levin Group as Financial Advisor
---------------------------------------------------------------
Smurfit-Stone Container Corporation and its debtor affiliates ask
the United States Bankruptcy Court for the District Of Delaware
for permission to employ The Levin Group LP, nunc pro tunc to the
Petition Date, as their strategic and financial advisors.

TLG is a strategic and financial advisory services firm with
extensive experience in the containerboard and packaging
industry.  TLG also specializes in detailed strategic,
operational and financial analysis and modeling as the foundation
for transactional and corporate advisory assignments.  TLG has
advised on in excess of $9 billion in completed transactions and
been retained on numerous strategic advisory assignments by
Fortune 500 corporations, including within the past five years,
three of the largest pulp and paper companies in North America:
Georgia-Pacific Corporation, the Debtors, and Bowater
Incorporated, which is now doing business as AbitibiBowater, Inc.

Craig A. Hunt, Esq., the Debtors' senior vice president,
secretary and general counsel, says that the Debtors have used
the services of TLG since 2006.  He adds that TLG advised the
Debtors on the sale of their 500,000 ton Brewton, Alabama mill.
TLG also advised the Debtors in connection with potential, major
industry consolidations, which included detailed analysis and
modeling of the operations and financial condition of the Debtors
and potential industry participants.

Given the services that TLG has provided to the Debtors to date,
TLG's professionals have become well-acquainted with the Debtors'
operations and business and have worked closely with the Debtors'
management team, Mr. Hunt tells the Court.  He submits that TLG
is well qualified to provide its services to the Debtors in a
cost-effective, efficient, and timely manner.

As the Debtors' financial advisor, TLG will:

  (a) prepare an initial detailed financial and operational
      forecast model, built up by inputs from each mill,
      container business plant, recycling plant, and major
      corporate items, with the capability to incorporate
      changes in:

         * price forecasts by products and channel; and

         * cost inflation drivers, whether controllable company-
           wide or in an individual facility level;

  (b) complete a financial and operational forecast model to
      analyze, support and present the Debtors' plan of
      reorganization, which incorporates:

         * price, volume and cost assumptions tied to current
           budget projections;

         * the management of discretionary expenditures;

         * the impact of major restructuring actions;

         * potential alternative operating scenarios, including
           mill and box plant asset utilization, mill
           conversions, asset divestitures, channel mix and
           operating strategies; and

         * strategic and operating initiatives to improve
           business performance;

  (c) provide assistance in connection with asset sales,
      including due diligence preparation, financial analysis,
      and similar activities, only to the extent asked by the
      Debtors and only to the extent that no other financial
      advisor is similarly engaged with respect to any specific
      assignment;

  (d) provide other strategic advisory services as asked by the
      Debtors in connection with potential business combinations
      and industry analysis, only to the extent asked by the
      Debtors and only to the extent that no other financial
      advisor is similarly engaged with respect to any specific
      assignment; and

  (e) attend meetings of the Debtors' Board of Directors and
      committees and make presentations on the matters for which
      TLG has been employed, consistent with past practice.

The Debtors will pay TLG these fees:

  -- a monthly fee of $150,OOO until the completion of the
     engagement;

  -- $1,500,000 upon completion and delivery of a "Phase I
     Model" to the satisfaction of the Debtors' Management and
     Board of Directors;

  -- $3,500,000 upon completion and delivery of a "Plan of
     Reorganization Model" to the satisfaction of the Debtors
     and payable upon the filing of the Plan to the Court; and

  -- a percentage fee with the completion of any asset sales or
     strategic combination transactions in which TLG was engaged
     as exclusive advisor.

TLG will also be reimbursed for all reasonable expenses incurred
in connection with the performance of the engagement, including
travel and lodging and other appropriate expenditures but
excluding normal operating and business expenses.

Mr. Hunt discloses that in the 90 days before the Petition Date,
TLG received payments totaling $2,877,622.

William Levin, a managing director of TLG, assures the Court that
to the best of his knowledge, his Firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Court.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: To Employ Hewitt as Compensation Consultant
----------------------------------------------------------
Smurfit-Stone Container Corporation and its debtor affiliates ask
the United States Bankruptcy Court for the District Of Delaware
for authority to employ Hewitt Associates LLC as their
compensation consultant, nunc pro tunc to the Petition Date.

The Debtors disclose that Hewitt has acted as the Debtors'
general compensation consultant for the past four years and has
provided general human resources services to the Debtors for more
than 10 years.  On the Petition Date, the Debtors and Hewitt
executed an engagement letter that sets forth the scope of
Hewitt's compensation consulting services in the Chapter 11
cases.

In particular, the Engagement Letter provides that Hewitt will
assist the Debtors in the design of compensation programs for
various classes and subclasses of their employees.

As a result of Hewitt's prior experience in assisting the
Debtors, Hewitt's professionals have worked closely with the
Debtors' management, internal staff, and other professionals.
Given Hewitt's knowledge of the Debtors and the additional time
and costs that would be required for a new compensation
consultant to develop a comparable understanding of the Debtors,
the Debtors wish to continue utilizing Hewitt's services in
connection with the Chapter 11 cases and believe that doing so
will be cost-effective for their estates.

Specifically, the Debtors seek to employ Hewitt to provide
compensation consultation services including, but not limited to:

  (a) conducting activities to gain an understanding of the
      Debtors' business strategies, operations and compensation
      programs;

  (b) conducting competitive market benchmarking of applicable
      employees' compensation;

  (c) accumulating and analyzing benchmark information regarding
      incentive pay practices of peer debtor entities;

  (d) assisting the Debtors with regard to the design of
      proposed compensation programs;

  (e) preparing a summary report combining all of the specified
      work and setting forth its findings, conclusions and
      recommendations;

  (f) assisting management in presenting proposed compensation
      programs to the Committee and their representatives;

  (g) assisting management in developing materials to
      Effectively communicate approved compensation programs to
      employees; and

  (h) perform other services as are customary in engagements of
      the type contemplated and as may be reasonably agreed upon
      by the Debtors and Hewitt.

The Debtors will pay Hewitt on an hourly basis in accordance with
its ordinary and customary rates in effect on the date the
services are rendered.  In addition, the Debtors will reimburse
Hewitt of actual and necessary costs and expenses incurred by
Hewitt.

Hewitt's hourly rates are:

         Principal                     $550 to $750
         Senior Consultant              425 to 550
         Consultant                     325 to 425
         Associate                      275 to 325
         Analyst                        200 to 275
         Administrative Assistant       150 to 200

The Debtors disclose that before the Petition Date, the Debtors
retained Hewitt in the ordinary course, however Hewitt did not
perform work in conjunction with the Debtors' Chapter 11 cases.

As of the Petition Date, Hewitt had accrued less than $10,000 in
unpaid fees and expenses, but in light of its retention, Hewitt
has agreed to waive and forego payment of any unpaid prepetition
fees and expenses.

Todd McGovern, Esq., a principal at Hewitt, assures the Court
that, to the best of his knowledge, his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SMURFIT-STONE: S&P Revises Recovery Ratings on $750-Mil DIP Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Smurfit-Stone Container Enterprises Inc.'s
senior secured (prepetition) credit facilities, following S&P's
assessment of the impact of Smurfit-Stone Container's
$750 million debtor-in-possession financing on prepetition lender
recoveries.

"We revised the recovery rating on Smurfit-Stone Container's
$1.4 billion in prepetition senior secured credit facilities to
'3' from '2', indicating S&P's expectation that lenders may
receive a meaningful (50%-70%) recovery upon the company's
emergence from bankruptcy," said Standard & Poor's credit analyst
Pamela Rice.  The issue-level rating remains at 'D' (the same
level as the corporate credit rating on the company).

The issue-level rating on Smurfit-Stone Container's unsecured debt
remains at 'D' and the recovery rating on these notes is '6',
indicating S&P's expectation for negligible (0%-10%) recovery upon
the company's emergence from bankruptcy.

On Jan. 26, 2009, with the company and its U.S. subsidiaries
filing for Chapter 11 bankruptcy protection in Delaware and its
Canadian subsidiaries filing to reorganize in Ontario, Canada,
Standard & Poor's lowered the issue-level ratings and the
corporate credit rating on Smurfit-Stone Container to 'D'.


SONIC AUTOMOTIVE: Moody's Downgrades Corp. Family Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded Sonic Automotive's corporate
family and probability of default ratings to B1 from Ba3, and left
the ratings on review for further possible downgrade.

The downgrade considers the overall weak operating environment for
the auto retailing segment, especially in the fourth quarter of
2008, which has had a material negative impact on auto dealers
generally.  The downgrade also reflects Moody's view that the
difficult operating environment will continue through 2009,
further pressuring Sonic's performance and credit metrics.

The continuing review for possible downgrade reflects the
uncertainty surrounding Sonic's expected 2009 operating
performance given the difficult macroeconomic environment.  It
also reflects risks the company faces as it negotiates waivers
from its various lenders surrounding a potential "going concern
opinion" from its auditors which would constitute a technical
default under its bank credit agreement.  This comes at a time
when the company must seek to refinance or renegotiate its
$105 million 5.25% convertible senior subordinated notes which
mature in May 2009.  While Sonic presently has sufficient
availability under its bank revolver to repay the notes (assuming
any required waivers are obtained) the potential going concern
opinion heightens liquidity risk.  Should Moody's not become
comfortable that Sonic can maintain credit metrics going forward
that are appropriate for the B1 rating, it could be downgraded
further.  Additionally, should the company have difficulty
obtaining any necessary amendments or waivers to its bank
facilities or if such bank accommodations come with much higher
pricing or stringent terms, additional downgrades could occur.

"Moody's concern is that Sonic's fourth quarter performance will
likely weakly position it in the B1 rating category, and
considering the likelihood that 2009 will be more difficult than
2008, Sonic may have a tough time stabilizing its credit metrics,"
stated Moody's Senior Analyst Charlie O'Shea.  "In addition, there
is heightened risk surrounding liquidity at least through the end
of May as the company's bonds mature."

The B1 rating considers Sonic's weakening credit profile, as well
as its strong market position in the still very fragmented auto
retailing segment.  The rating also considers Sonic's
historically-favorable brand mix, with 73% of new vehicle sales
coming from luxury and import brands, and its operating profit
trend away from new vehicle sales.  Sonic's business model, with
solid parts and service and finance and insurance segments,
reduces reliance on new car sales.

Ratings downgraded and left on review for possible downgrade
include these:

  -- Corporate family rating to B1 from Ba3;

  -- Probability of default rating to B1 from Ba3;

  -- Senior guaranteed subordinated notes to B3 (LGD 5, 79%) from
     B1 (LGD 5, 79%), and

-- Senior convertible subordinated notes to B3 (LGD 6, 92%)
   from B2 (LGD 6, 93%).

The most recent rating action for Sonic was the December 22, 2008,
placing of the ratings on review for possible downgrade.

Sonic Automotive, Inc., headquartered in Charlotte, NC is a
leading auto retailer with 164 franchises, and generates annual
revenues of around $7 billion.


SPANSION INC: Court Approves Latham & Watkins Engagement
--------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware grants Spansion Inc. and its affiliates authority to
employ Latham & Watkins LLP, as their bankruptcy counsel, nunc pro
tunc to March 1, 2009.

The Court has yet to rule on the Debtors' request to employ Duane
Morris LLP as Delaware counsel and Baker & McKenzie LLP as special
counsel.

As reported by the Troubled Company Reporter on March 5, 2009, the
Debtors selected Latham & Watkins because:

  (a) they have consulted the firm prior to the Petition Date
      with respect to, among other things, advice regarding a
      host of issues related to their restructuring efforts and
      the preparation for the commencement and prosecution of
      their Chapter 11 cases;

  (b) the firm and its attorneys have considerable experience in
      Chapter 11 reorganization cases and the fields of debtors'
      and creditors' rights generally; and

  (c) the firm has performed other work for the Debtors in the
      past, and is therefore familiar with their corporate
      structure and businesses.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., will have primary responsibility for providing
services to the Debtors.  These attorneys will:

   (i) 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;

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

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

  (iv) prepare all motions, applications, answers, orders,
       reports, and papers necessary to the administration of the
       Debtors' estates;

   (v) take all necessary action on behalf of the Debtors to
       obtain approval of a disclosure statement and confirmation
       of the Debtors' plan of reorganization;

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

(vii) appear before the Court, any appellate court, and the
       United States Trustee, and protect the interests of the
       Debtors' estates; and

(viii) perform all other necessary legal services for the Debtors
       in connection with the Chapter 11 cases, including (a)
       analyzing the Debtors' leases and executory contracts and
       the assumption or assignment of those contracts, (b)
       analyzing the validity of liens against the Debtors, and
       (c) advising on corporate, litigation, environmental, and
       other legal matters.

In addition, the Debtors have asked Latham & Watkins to serve as
special counsel to Spansion Japan Limited in connection with a
corporate reorganization proceeding commenced by Spansion Japan
on February 10, 2009.  Moreover, the Debtors have also asked the
firm to advise on activities of Spansion International and
certain affiliates in non-United States jurisdictions.

The Debtors propose to pay Latham & Watkins based on the firm's
current hourly rates:

  Professional                Rate/hour
  ------------                ---------
  Partners                    $750-$1,050
  Counsel                     $695-$975
  Associates                  $370-$725
  Paraprofessionals           $105-$620

According to the Debtors, the amount of Latham & Watkins'
postpetition retainer as of the Petition Date is $1,600,000.

Michael S. Lurey, Esq., a partner of Latham & Watkins LLP, has
attested that his firm does not represent any interest adverse to
the Debtors with respect to matters upon which it is to be
employed, and that his firm is a "disinterested person", as that
phrase is defined in Section 101(14) of the Bankruptcy Code as
modified by Section 1107(b).

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions
for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  As of Sept. 30, 2008, Spansion
disclosed total assets of $3,840,000,000, and total debts of
$2,398,000,000.


STANDARD MOTOR: Moody's Downgrades Default Rating to 'Ca'
---------------------------------------------------------
Moody's Investors Service lowered Standard Motor Products, Inc.'s
Probability of Default rating to Ca from Caa1 following its debt
exchange offer announcement.  The Corporate Family rating was also
downgraded to Caa2 from Caa1 while the rating of the convertible
subordinated debenture due July 2009 was confirmed at Caa3.  The
rating outlook is negative.  The rating action concludes the
review initiated on January 14, 2009 when the company was
downgraded to Caa1 and placed under review for possible further
downgrade.

The downgrade of PDR reflects the company's mounting default risk
as the company is attempting to shore up liquidity to refinance
its upcoming maturity of $45 million debentures.  According to its
March 20 announcement, Standard Motor is offering to exchange for
up to a maximum of $20 million of the 6.75% debentures for the
same principal amount of 15% convertible subordinated debentures
due 2011.  If the exchange offer is successfully completed,
Moody's would likely deem the exchange a distressed exchange.

Moody's would reassess Standard Motor's ratings when the exchange
completes and there is additional clarity around its refinancing
plan for the remainder of the maturating debt ($25 million
approximately assuming the proposed amount gets exchanged).  The
company's ability of funding the rest of the maturing debenture
remains uncertain at this time.  Standard Motor's internal
liquidity remains weak: its cash balance as of December 31, 2008
was approximately $6.6 million and has limited access to its
revolver for debenture redemption purpose per the recent
amendment.  Should the exchange fail or no other meaningful
alternative financing be ascertained, the ratings could be
downgraded further.

The negative outlook is reflective of possible further rating
pressure pending refinance activities as well as challenging
operating environment that would continue to adversely affect the
company's aftermarket auto parts business.

The rating action is:

  * Probability of default rating -- downgraded to Ca from Caa1

  * Corporate family rating -- downgraded to Caa2 from Caa1

  * $45 million convertible subordinated debentures due July 2009
    -- confirmed at Caa3, LGD adjusted to (LGD3, 35%) from (LGD6,
    93%)

  * Rating outlook: Negative

The last rating action was on January 14, 2009, when the CFR was
downgraded to Caa1.

Standard Motor Products, headquartered in Long Island City, New
York, is a manufacturer and distributor of replacement parts for
the automotive aftermarket industry.  The company is organized
into two principal divisions: (i) Engine Management (ignition and
emission parts; ignition wires; battery cables; and fuel system
parts) and (ii) Temperature Control (air conditioning compressors;
other air conditioning parts; and heater parts).  Standard Motor's
annualized revenues currently approximate
$775 million.


STANDARD MOTOR: S&P Downgrades Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Standard Motor Products Inc. to 'CC'
from 'CCC+' and lowered the ratings on the company's various debt
issues.  The outlook is negative.

These actions follow the company's announcement on March 20, 2009,
that it is offering to exchange $1,000 principal of its 15%
convertible subordinated debentures due 2011 for each $1,000
principal amount of its outstanding 6-3/4% convertible
subordinated debentures due July 2009, up to a maximum of
$20 million aggregate principal amount.  Currently, $45 million is
outstanding.

"Under our criteria, S&P views the exchange as being made by a
company under substantial financial pressure and offering
investors less than the original promise -- in this case, when the
new debentures' maturities extend beyond the original maturities,"
said Standard & Poor's credit analyst Lawrence Orlowski.

Our downgrade is based on the financial pressure that Standard
Motor Products is under to reduce its debt by retiring it later
than originally contracted.  Similarly, investors' potential
willingness to accept a substantial modification to contractual
terms provides evidence that they have significant doubts about
receiving full payment on the obligations.

Upon completion of the offer, S&P will lower its corporate credit
rating on Standard Motor Products to 'SD' (selective default) and
lower S&P's ratings on issues repurchased under the exchange offer
to 'D' (default).  S&P will, shortly thereafter, assign a new
corporate credit rating, representative of the default risk, after
the financial restructuring.

The outlook is negative.  S&P would expect to lower the corporate
credit rating to 'SD' and the affected issue ratings to 'D' upon
completion of the exchange offer.  S&P would, shortly thereafter,
assign a new corporate credit rating to Standard Motor Products
based on, among other things, S&P's assessment of the company's
new capital structure, liquidity profile, and ability to meet the
remaining July maturities.

S&P could raise the rating out of the 'CC' category without
lowering the ratings to 'SD' if Standard Motor decided to rescind
its exchange offer and repay its debentures in full.


STAR TRIBUNE: To Transfer Direct-Mail Assets to Impact Mailing
--------------------------------------------------------------
Bankruptcy Law360 reports that Star Tribune Co. has asked the U.S.
Bankruptcy Court for the Southern District of New York for
permission to transfer assets related to its direct-mail
advertising business to a direct-mail company in exchange for a
share of future revenues from the Debtors' former clients.

Bankruptcy Law360 says the Debtors have concluded that their
direct-mail advertising business makes little or no profit.

The Minneapolis/St. Paul City Pages reports that the Debtors
intend to transfer the business to Impact Mailing of MN Inc.

Star Tribune filed the motion on Tuesday.  Bankruptcy Law360 says
the Debtors are seeking approval of a transition agreement.

City Pages says that, as part of the proposed deal, the seven
workers in the division get to keep their jobs.

City Pages, citing an article on Law360, relates that Star Tribune
has planned to unload the direct-mail business even before it
filed for bankruptcy.  The Debtors have told the Bankruptcy Court
the business is revenue-losing and its disposal is consistent with
their plan to return to core operations.

Star Tribune, City Pages says, told the Court a public sale or
bidding and auction of the assets would cause delays and expense,
pointing out that the pool of potential buyers for the business is
relatively small because they must be based locally.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  Diana G. Adams, the U.S. Trustee for Region 2,
selected seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  The Committee
proposed Lowenstein Sandler PC as its counsel.  In their schedules
of assets and liabilities, the Debtors disclosed $355,409,331 in
total assets and $490,254,282 in total liabilities.


STO INDUSTRIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: S.T.O. Industries, Inc.
        10822 117th Place NE
        Kirkland, WA 98033

Bankruptcy Case No.: 09-12521

Chapter 11 Petition Date: March 18, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Peter S Holmes, Esq.
                  Crocker Kuno PLLC
                  720 Olive Way Ste 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894
                  Email: pholmes@crockerkuno.com

                  and
                  Jill I Lunn, Esq.
                  700 Stewart St Ste 5103
                  Seattle, WA 98101
                  Tel: (206) 553-2000
                  Email: Jill.I.Lunn@usdoj.gov

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/wawb09-12521.pdf

The petition was signed by Jacob Davis, president of the Company.


TAPESTRY PHARMA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Tapestry Pharmaceuticals, Inc.
        fka NaPro BioTherapeutics, Inc.
        2310 S.E. Delaware Ave, Suite G281
        Ankeny, IA 50021

Bankruptcy Case No.: 09-14463

Type of Business: The Debtor researches and develops Cancer drugs.

Chapter 11 Petition Date: March 19, 2009

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Steven T. Mulligan, Esq.
                  4582 S. Ulster St. Pkwy., Ste. 1650
                  Denver, CO 80237
                  Tel: (720) 488-0220
                  Email: smulligan@bsblawyers.com

Estimated Assets: $50,001 to $100,000

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/cob09-14463.pdf

The petition was signed by Gordon H. Link, CEO of the Company.


TENET HEALTHCARE: Moody's Assigns 'Ba3' Rating on $1.4 Bil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD2, 23%) rating to
Tenet Healthcare Corporation's new $1.4 billion senior secured
notes.  Moody's also affirmed all existing ratings of Tenet.  The
new notes were offered in exchange for an equal aggregate
principal amount of the existing senior unsecured notes.

The affirmation of the B3 Corporate Family Rating reflects the
expectation that the company will continue to operate with high
financial leverage and modest interest coverage.  While Moody's
acknowledge that refinancing risk was partially mitigated by the
exchange, due to the extended maturity of the new notes, the
transaction does not reduce the total debt level and the company
will incur incremental interest expense.  Additionally, the
difficult economy contiues to impact operating performance and has
impeded improvement in credit metrics.  However, the rating is
supported by good liquidity, characterized by $507 million in cash
reserves and $444 million available under the revolver as of
December 31, 2008.

Following is a summary of Moody's rating actions.

Ratings assigned:

  -- $700 million 9.0% senior secured notes due 2015, Ba3 (LGD2,
     23%)

  -- $700 million 10.0% senior secured notes due 2018, Ba3 (LGD2,
     23%)

Ratings affirmed/LGD assessments revised:

  -- $800 million senior secured revolving credit facility due
     2011, Ba3 (LGD1, 2%)

  -- 6 3/8% senior notes due 2011, to Caa1 (LGD5, 75%) from Caa1
     (LGD4, 62%)

  -- 6 ½% senior notes due 2012, to Caa1 (LGD5, 75%) from
     Caa1 (LGD4, 62%)

  -- $1,000 million 7 3/8% senior notes due 2013, to Caa1 (LGD5,
     75%) from Caa1 (LGD4, 62%)

  -- $1,000 million 9 7/8% senior notes due 2014, to Caa1 (LGD5,
     75%) from Caa1 (LGD4, 62%)

  -- $800 million 9 1/4% senior notes due 2015, to Caa1 (LGD5,
     75%) from Caa1 (LGD4, 62%)

  -- $450 million 6 7/8% senior notes due 2031, to Caa1 (LGD5,
     75%) from Caa1 (LGD4, 62%)

  -- Corporate family rating, B3

  -- Probability of Default Rating, B3

  -- Speculative Grade Liquidity Rating, SGL-2

The rating outlook remains at stable.

Moody's last rating action was on September 28, 2006, when the B3
Corporate Family Rating was affirmed, the Speculative Grade
Liquidity Rating was upgraded to SGL-2 from SGL-4 and the outlook
was changed to stable from negative.

Tenet is headquartered in Dallas, Texas and is expected to
continue to operate 50 hospitals in 12 states (excluding three
hospitals not yet divested and included in discontinued operations
at December 31, 2008).  Tenet generated revenue from continuing
hospital operations of approximately $8.7 billion for the year
ended December 31, 2008.


TRINITY FAITH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Trinity Faith Full Gospel Church, Inc.
        6600 Hallelujah Boulevard
        Wendell, NC 27591

Bankruptcy Case No.: 09-02210

Type of Business: The Debor is a religious institution.

Chapter 11 Petition Date: March 19, 2009

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

Judge: A. Thomas Small

Debtor's Counsel: Danny Bradford, Esq.
                  Paul D. Bradford, PLLC
                  dba Bradford Law Offices
                  6512 Six Forks Road, Suite 304
                  Raleigh, NC 27615
                  Tel: (919) 758-8879
                  Fax: (919) 803-0683
                  Email: dbradford@bradford-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 William Ellis Simmons, Sr., CEO of the
Company.


TRONOX INC: Equity Committee Seeks to Retain Pillsbury Winthrop
---------------------------------------------------------------
Bankruptcy Law360 reports that the official committee of equity
security holders in Tronox Inc.'s bankruptcy cases is seeking
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Pillsbury Winthrop Pittman LLP as
the panel's bankruptcy counsel.

Pillsbury Winthrop, the report says, will represent the equity
security holders' interests and help recoup some losses as Tronox
digs itself out from Chapter 11 bankruptcy.

The Tronox equity security holders committee, the report says, is
seeking to retain six Pillsbury employees to represent their
interests.

As reported by the Troubled Company Reporter on March 17, 2009,
Diana G. Adams, United States Trustee for Region 2, appointed
seven members to the Official Committee of Equity Security Holders
in Tronox's case.  The Equity Committee members are:

(1) Ahar Capital Management Inc.
     299 Park Avenue, 17th Floor
     New York, New York 10171
     ATTN: Rebwar Berzinji, Senior Analyst
     Telephone No. (212) 653-1045
     Fax No. (212) 653-1099

(2) Charles E. Cheever
     65 Comstock Hill Avenue
     Norwalk, CT 06850

(3) RLR Capital Partners, LP
     152 West 57th Street, 21st Floor
     New York, New York 10019
     ATTN: Robert L. Rosen
     Telephone No. (212) 903-2700
     Fax No. (212) 903-2727

(4) Mark D. Todd
     119 Runner Road
     Savannah, GA 31410
     Telephone No. (912) 897-5336

(5) Sandra Kay Grasso
     2874 Seine Avenue
     Highland, CA 92346
     Telephone No. (909) 864-6321

(6) Sam L. Decker and Myra A. Decker
     10816 West Country Drive
     Oklahoma City, OK 73170
     Telephone No. (405) 692-7751

(7) Douglas Graham
     254 E 68th Street, Apt. 8C
     New York, New York 10065
     Telephone No. (646) 824-8833
     Fax No. (646) 330-5398

                       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.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

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: May Emerge From Bankruptcy in April
------------------------------------------------------------
Sara Thompson and Jeff Munson at Nevada Appeal News Service
reports that Tropicana Entertainment LLC said that it hopes to
emerge from Chapter 11 bankruptcy protection in late April or
early May.

Tropicana Entertainment said that it reached a deal with
creditors, Nevada Appeal states.  As reported by the Troubled
Company Reporter on March 26, 2009, unsecured creditors are urging
voters to support Tropicana Entertainment LLC's Chapter 11
reorganization plan.  Tropicana has started distributing the
ballots, which are accompanied by a letter of support from the
unsecured creditors committee.

According to Nevada Appeal, Horizon Casino Resort spokesperson Tom
Davis said that Horizon and MontBleu Resort Casino & Spa will
continue to operate.  The report states that former Tropicana
Entertainment owner William J. Yung III won't hold any positions
with the Company.

                   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)


TUBE BENDS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Tube Bends, Incorporated
        610 North Mountain Road
        Newington, CT 06111

Bankruptcy Case No.: 09-20641

Debtor-affiliates filing separate Chapter 11 petitions:

  Entity                                   Case No.
  ------                                   --------
Connecticut Stamping and Bending Company   09-20642

Type of Business: The Debtors provides metal bending and stamping
                  services.

Chapter 11 Petition Date: March 19, 2009

Court: United States Bankruptcy Court
       District of Connecticut (Hartford)

Debtor's Counsel: Anthony S. Novak, Esq.
                  Lobo & Novak, LLP
                  280 Adams Street
                  Manchester, CT 06042-1975
                  Tel: (860) 645-0006
                  Fax: (860) 645-1110
                  Email: AnthonySNovak@aol.com

Total Assets: $2,500,000.00

Total Debts: $8,227,350.64

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

          http://bankrupt.com/misc/ctb09-20641.pdf

The petition was signed by Jon Barlow, vice president of the
Company.


UNIGENE LABORATORIES: Revenue Decreased $1.19 Million in 2008
-------------------------------------------------------------
On March 16, 2009, Unigene Laboratories, Inc., issued a press
release announcing its financial results for the fiscal quarter
ended December 31, 2008.

Revenue for the three months ended December 31, 2008, was
$4,854,000, compared to $3,033,000 for the three months ended
December 31, 2007, and $19,229,000 for the year ended December 31,
2008, compared with $20,423,000 for the year ended December 31,
2007.

According to Unigene, the decrease in revenue for 2008 was
primarily due to payments of $2,500,000 received in 2007 under a
non-recurring supply agreement.

Unigene's revenue for all periods primarily consists of Fortical
sales and royalties, which were $16,578,000 for the year ended
December 31, 2008, and $16,131,000 for the year ended December 31,
2007.  Fortical royalties were $6,520,000 for the year ended
December 31, 2008, compared to $5,572,000 for the year ended
December 31, 2007.  Fortical sales were $10,058,000 for the year
ended December 31, 2008 compared to $10,559,000 for the year ended
December 31, 2007.

Net loss for the three months ended December 31, 2008, was
$2,337,000, or $.03 per share, compared to a net loss of
$1,670,000, or $.02 per share, for the three months ended December
31, 2007, while net loss for the year ended December 31, 2008, was
$6,078,000, or $.07 per share, compared to a net loss of
$3,448,000, or $.04 per share, for the year ended December 31,
2007.

The Company's total operating expenses were $7,054,000 for the
three months ended December 31, 2008, an increase of $1,801,000
from $5,253,000 for the three months ended December 31, 2007 while
the total operating expenses were $24,179,000 for the year ended
December 31, 2008, an increase of $660,000 from $23,519,000 for
the year ended December 31, 2007.  The increase was primarily
attributable to increased research expenses, primarily related to
our oral calcitonin and oral PTH programs.

Cash at December 31, 2008, was $8,583,000, an increase of
approximately $4,906,000 from December 31, 2007.  Accounts
receivable at December 31, 2008, were $4,635,000 an increase of
approximately $1,493,000 from December 31, 2007.

                        About Unigene

Based in Fairfield, New Jersey, Unigene Laboratories Inc. (OTC
BB:UGNE) -- http://www.unigene.com/-- is a biopharmaceutical
company focusing on the oral and nasal delivery of large-market
peptide drugs.  Due to the size of the worldwide osteoporosis
market, Unigene is targeting its initial efforts on developing
calcitonin and PTH-based therapies.

Fortical(R), Unigene's nasal calcitonin product for the treatment
of postmenopausal osteoporosis, received FDA approval and was
launched in August 2005.  Unigene has licensed the U.S. rights for
Fortical to Upsher-Smith   Laboratories, worldwide rights for its
oral PTH technology to GlaxoSmithKline and worldwide rights for
its calcitonin manufacturing technology to Novartis.

                        Going Concern Doubt

Grant Thornton, in Edison, New Jersey, expressed substantial doubt
about Unigene Laboratories Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm pointed to
the company's recurring losses from operations and accumulated
deficit.

As of September 30, 2008, the company's balance sheet showed total
assets of $31,733,398 and total liabilities of $48,489,743,
resulting in total stockholders' deficit of $16,756,345.


UNIVERSITY STANDING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: University Standing Open MRI of New Haven, LLC
        216 Crown Street
        New Haven, CT 06510

Bankruptcy Case No.: 09-30656

Chapter 11 Petition Date: March 19, 2009

Court: United States Bankruptcy Court
       District of Connecticut (New Haven)

Debtor's Counsel: Matthew K. Beatman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, CT 06605
                  Tel: (203) 368-4234
                  Email: MBeatman@zeislaw.com

Estimated Assets: $100,001 to $500,000

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/ctb09-30656.pdf

The petition was signed by Scott Faro, member of the company.


WARRIACH INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Warriach, Inc.
        dba Ramco Transmission
        dba Express Transmission
        dba USA Auto Sales
        dba USA Auto Sales, Paint & Body
        12113 Garland Road
        Dallas, Tx 75218

Bankruptcy Case No.: 09-31665

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

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

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

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

            http://bankrupt.com/misc/txnb09-31665.pdf

The petition was signed by Ghulam Warriach, President of the
company.


WASHINGTON MUTUAL: JPMorgan Sues FDIC Over Disputed Assets
----------------------------------------------------------
JPMorgan Chase Bank, National Association, the acquirer of
Washington Mutual Bank, commenced an adversary action against
Washington Mutual, Inc., and WMI Investment Corp. and the Federal
Deposit Insurance Corporation, as receiver for Washington Mutual
Bank pursuant to a Purchase and Assumption Agreement dated
September 25, 2008.

JPMorgan filed its Complaint:

   * to ensure that it is "not divested of the assets and
     interests purchased in good faith from the FDIC; and

   * for indemnification and recovery against the Debtors for
     certain liabilities that may be asserted against JPMorgan,
     the successor by merger to WMB.

The Complaint was filed before the U.S. Bankruptcy Court for the
District of Delaware.

According to Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in
Wilmington, Delaware, the P&A provides that JPMorgan purchased
"all of the Receiver's right, title and interest" to certain
assets in accordance with the Federal Deposit Insurance Act, as
amended, including some assets that have been claimed by the
Debtors in a lawsuit it filed against FDIC in United States
District Court for the District of Columbia.

However, many of the assets that the Debtors "improperly claim" as
belonging to them -- but that JPMorgan Chase acquired from the
FDIC -- have already been determined not to be the Debtors'
property pursuant to the resolution procedures under Title 12 of
the United States Code, Mr. Landis tells the Court.

Mr. Landis elaborates that Assets that are the subject of the
Debtors' Claims, as asserted in the District Court Action, are
among the assets set forth in the Debtors' Schedules and
Statements of Financial Affairs filed December 19, 2008, as well
as January 27 and February 24, 2009.

The Assets are neither property of the Debtors' estates under
Section 541 of the Bankruptcy Code, nor the Receiver's.  Rather,
the assets are property of JPMorgan, which acquired them in good
faith and for value from the FDIC pursuant to the FDI Act, Mr.
Landis tells Judge Mary F. Walrath.

The Assets of the FDIC that were sold to JPMorgan, as to which the
Debtors have asserted rights or have refused to acknowledge
JPMorgan's ownership, include:

   * approximately $4 billion in the aggregate face amount of
     Trust Securities contributed by the Debtors to WMB;

   * the right to tax refunds arising from overpayments
     attributable to operations of WMB and its subsidiaries for
     the 2008 tax year, and prior tax years and net operating
     loss, net capital loss, and excess tax credit carrybacks
     from 2008 to prior tax years;

   * approximately $3.7 billion credited by book entry shortly
     prior to the receivership of WMB so as to create a purported
     deposit account at WMB in the name of WaMu without any
     apparent deposit of funds;

   * at least $234 million in tax refunds that belonged to WMB
     and were acquired by JPMorgan, but were deposited to the
     credit of WMI following the Receivership;

   * goodwill judgments that arise from pending and prior
     litigation;

   * assets of certain trusts supporting deferred compensation
     arrangements covering the former and current employees of
     WMB; and

   * other assets of WMB, including Visa shares, intellectual
     property and contractual rights.

The Debtors are also refusing to recognize the Receiver's ability
to transfer to JPMorgan Chase certain tax qualified pension and
401(k) Plans that are held for the exclusive benefit of
participants, most of whom were WMB's employees, Mr. Landis adds.

JPMorgan further points out that various liabilities "did not
transfer to the Receiver or to JPMorgan Chase, but rather are
liabilities of the Debtors that relate to acts, conduct or
omissions of WMI in connection with events prior to the . . .
receivership proceedings for WMB," Mr. Landis explains.

The Liabilities relate principally to:

   -- the issuance of "Trust Securities" with the aggregate face
      amount of approximately $4 billion;

   -- the so-called "deposit accounts," which recorded a book
      balance of approximately $4.3 billion as of the Petition
      Date; and

   -- the restructuring and transfer of assets and liabilities
      among the Debtors and their former subsidiaries.

"Claims have been threatened against JPMorgan arising out of or
relating to the acts, omissions or conduct of Debtors prior to the
Petition Date.  To the extent that any claim is asserted against
JPMC as a result [of the acts], JPMorgan is entitled to be
indemnified and held harmless by the Debtors for any loss, damage
or liability they might incur," Mr. Landis contends.

JPMorgan Chase asks Judge Walrath to:

   (1) declare that the legal title and all beneficial interest
       in the Assets belong to JPMorgan Chase;

  (ii) direct the Debtors to deliver the Assets to JPMorgan;

(iii) direct the Debtors to take steps to allow, and where
       appropriate, direct third parties to act in accordance
       with JPMorgan's ownership of its Assets;

  (iv) award JPMorgan damages as a result of Debtors' failure to
       transfer, or facilitate the transfer of, the Assets that
       JPMorgan Chase acquired under the Purchase and Assumption
       Agreement;

   (v) direct the Debtors to indemnify JPMorgan for any losses it
       incurs as a result of Debtors' prepetition actions;

  (vi) award JPMorgan's damages for losses resulting from the
       Debtors' postpetition actions, including the Debtors'
       failure to deliver the Pension and 401(k) Plans to
       JPMorgan;

(vii) grant JPMorgan Chase an administrative claim for amounts
       paid into or on account of the Pension and 401 (k) Plans;

(viii) require the Debtors to reimburse JPMorgan for all amounts
       by which they have been unjustly enriched;

  (ix) determine that JPMorgan Chase is entitled to setoff,
       recoup, or impose a lien against any liabilities that it
       may owe to Debtors, for all amounts that JPMorgan may be
       entitled to;

   (x) determine that any and all interested persons, entities or
       agencies are restrained from instituting any actions
       against JPMorgan for recovery of any amounts;

  (xi) determine that JPMorgan should be discharged from any and
       all liability with regard to claims to the interplead
       funds; and

(xii) award JPMorgan pre-judgment interest and punitive damages,
       attorney's fees and costs.

"The [District Court and Adversary] Lawsuits will not undo
JPMorgan's $1.9 billion purchase [of WMB] . . . but resolution of
the suits could be a template for other U.S. bank failures, "
Jonathan Stempel at Reuters reports.

A full-text copy of the JPMorgan's Complaint is available at no
charge at:

http://bankrupt.com/misc/AdversaryComplaint_JPMv.WaMuFDIC.pdf

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WASHINGTON MUTUAL: Sues FDIC Over Disallowance of $13-Bil. Claim
----------------------------------------------------------------
Washington Mutual, Inc., and WMI Investment Corp. filed a lawsuit
against the Federal Deposit Insurance Corporation, in its
corporate capacity and in its capacity as the receiver of
Washington Mutual Bank.  The Lawsuit, filed before the United
States District Court for the District of Columbia, is in light of
the FDIC's disallowance of the Debtors' claims, aggregating more
than $13.6 billion.

On September 25, 2008, the Director of the Office of Thrift
Supervision appointed the FDIC as receiver for WMB, and advised
that FDIC was immediately taking possession of the Bank, which led
to the subsequent Chapter 11 filing of the Debtors.

In a 39-page complaint filed with the District Court, the Debtors
said that as of the occurrence of the Receivership, many of their
books and records were seized by the FDIC and transferred to the
custody of JPMorgan Chase, as purchaser of the WaMu's banking
operations.  As a result, the Debtors prepared the Claim using the
information and documentation as may be available to them.

                       The Debtors' Claim

David R. Betz, Esq., at Weil Gotshal & Manges LLP, in Washington,
D.C., relates, on behalf of the Debtors, that the Claims were
asserted against the Receivership on December 30, 2008, in these
amounts:

   (1) $177,075,719 in outstanding principal and accrued interest
       due under certain Promissory Notes, plus other liquidated
       and unsecured amounts;

   (2) $22,528,014 and $184,849 on account of Intercompany
       Receivables owed by WMB to the Debtors;

   (3) Approximately $3 billion in tax refunds on account of the
       Debtors' payment of taxes for the consolidated tax group,
       plus unliquidated amounts on account of the Debtors'
       federal tax-related amounts under a Tax Sharing Agreement;

   (4) Approximately $6.5 billion in fraudulent transfers on
       account of capital contributions;

   (5) An aggregate of $4 billion in liquidation preference in
       Trust Preferred Securities; and

   (6) $151,934,564 on account of the Debtors' property transfers
       for the benefit of WMB occurring one year prior to the
       Petition Date.

The Debtors' Claim also includes undisclosed claim amounts on
account of:

   -- any and all outstanding liabilities on account of goods or
      services provided to WMB, and rejections of Vendor
      Contracts in the Debtors' cases;

   -- Indenture Guarantees and other guarantees of WMB's
      obligations;

   -- the Debtors' assets that were taken into the FDIC's
      possession, as are deemed improper or subject to avoidance
      and recovery;

   -- WMB deposit accounts that were transferred to JPMorgan;

   -- costs and expenses that inured to the benefit of WMB
      subsequent to the Receivership Date;

   -- all amounts paid by the Debtors for programs and policies,
      including payroll, severance and related taxes, for the
      benefit of WMB employees;

   -- share of the cost of procuring the extended insurance
      policies covering the indemnification of the Debtors'
      officers;

   -- WMB's mortgage loan origination business.

According to Mr. Betz, the FDIC disallowed the Claims as of
January 23, 2009, indicating that the Claims "lack sufficient
documentation or specificity . . . fail to state the claims
against the Receivership . . . [and] appear to assert claims
against a third party."

"The [Disallowance] Notice provides no additional detail or
explanation regarding the FDIC-Receiver's decision," Mr. Betz
tells the District Court.

Mr. Betz argues that the Claims are valid against the Receivership
and the FDIC is obligated to pay the Claims.  He elaborates that
"by failing to liquidate WMB in a manner that will allow [the
Bank's] creditors and other claimants to recover what they would
have recovered in a straight liquidation, the FDIC breached its
statutory duty to maximize the net present value of WMB's assets."

Mr. Betz adds that the FDIC's Receivership constitutes a taking of
the Debtors' property without just compensation in violation of
the Fifth Amendment of the United States Constitution.  Moreover,
the disallowance of the Debtors' Claim without any meaningful
explanation is an abrogation of FDIC-Receiver's statutory duties,
he contends.

The Debtors ask the District Court to:

   (i) declare that the Claims are valid and proven against the
       Receivership;

  (ii) direct the FDIC to pay the Claims from the assets of the
       Receivership;

(iii) direct the FDIC to provide the Debtors with an accounting
       of the disposition of the assets of the Receivership, in
       the event that Claim is not satisfied in full;

  (iv) direct the FDIC to provide the Debtors with an accounting
       of all property transferred from the Debtors with respect
       to the Receivership;

   (v) compel the FDIC to pay the damages, in an amount that is
       equal to the amount that the Debtors would have received
       in a straight liquidation of WMB's assets and liabilities
       less any amounts actually received from the Receivership;

  (vi) direct payments for damages from the FDIC in an amount
       equal to the value of the Debtors' property converted by
       the FDIC;

(vii) declare that the FDIC's January 23, 2009 disallowance is
       void, and that the parties should proceed as if the
       Disallowance never occurred; and

(viii) award the Debtors for costs and attorneys fees as may be
       permitted by law.

The Debtors demand a trial by jury on all the Claims.

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

http://bankrupt.com/misc/WaMu_$13-BilDistrictCourtLawsuit.pdf

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its debtor-affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

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


WELLS FARGO: Moody's Downgrades Preferred Stock Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service lowered the senior debt rating of Wells
Fargo & Company to A1 from Aa3, the senior subordinated debt
rating to A2 from A1, and the junior subordinated debt rating to
A3 from A1.  The preferred stock rating was downgraded to B2 from
A2.  Wells Fargo's short-term rating was affirmed at Prime-1.

Wells Fargo Bank N.A.'s rating for deposits was lowered to Aa2
from Aa1, and its Prime-1 short-term rating was affirmed.  Moody's
bank financial strength rating on Wells Fargo Bank N.A. was
lowered to D+ from B.

All ratings have a stable outlook except for the BFSR and
preferred stock rating where the outlook is "developing".  These
actions conclude a review for possible downgrade that commenced on
March 4, 2009.

The actions had no impact on the FDIC-guaranteed debt issued by
Wells Fargo.  That debt remains rated Aaa with a stable outlook.

"The downgrades of the BFSR and the preferred stock ratings
reflect Moody's view that Wells Fargo's capital ratios could come
under pressure in the short-term, increasing the probability that
systemic support will be needed," said Moody's Senior Vice
President, Sean Jones.  "The moderate downgrades of Wells Fargo's
deposits, senior debt and senior subordinated debt ratings are
based on Moody's expectation of very high systemic support for
these instruments, and the view that such support will enable the
substantial value of its franchise to materialize in the medium to
long-term. Such support, however, could be potentially harmful to
preferred stock investors."

The rating actions are consistent with Moody's recent announcement
that it is recalibrating some of the weights and relative
importance attached to certain rating factors within its current
bank rating methodologies.  Capital adequacy, in particular, is
taking on increasing importance in determining BFSRs in the
current environment.  Meanwhile, debt and deposit ratings are
expected to reflect higher support assumptions for systemically
important institutions during this global financial crisis.

             BFSR Downgrade Due To Low Capital Ratios

The downgrade of Wells Fargo Bank N.A.'s BFSR to D+ from B
reflects the increased probability of systemic capital support due
to Moody's view that Wells Fargo's capital ratios could fall to
comparatively low levels.  The factors contributing to the
potentially weak capital position are 1) its current ratios are
relatively low (Tier 1 at 7.84% and adjusted tangible common
equity ratio at 4.05%), and 2) Moody's view that Wells Fargo could
face sizable credit costs in the coming twelve to eighteen months.
Moody's notes that should Wells Fargo be able to take these credit
costs over a more extended period of time, given its core earnings
power, this could reduce its capital needs.

"The BFSR is driven by Wells Fargo's capital challenges, which are
made more acute because U.S. banks' access to the equity market is
shut or very limited at best," said Moody's Mr. Jones.  "This
increases the likelihood of a capital initiative by the U.S.
government to support Wells Fargo.  The BFSR is intended to
express an opinion about the likelihood of such an event,"
explained Mr. Jones.

Wells Fargo's comparatively low capital ratios -- especially its
tangible common equity ratio -- result from its acquisition of
Wachovia.  In Moody's opinion, the amount of equity that Wells
Fargo raised was modest in comparison to the amount and quality of
assets it acquired from Wachovia.

Moody's does not expect Wells Fargo to generate sizable amounts of
capital until the second half of 2010, at the earliest, for these
reasons.  First, Wells Fargo will need to take provisions and
merger expenses -- predominantly in 2009 and into 2010 -- against
those Wachovia assets that were not marked down on December 31,
2008.  Secondly, a challenging housing market and higher
unemployment will result in higher loan-loss provisions for the
legacy Wells Fargo portfolio.  Thirdly, additional charges beyond
Wells Fargo's life-time loss estimate of approximately 29% against
the legacy Wachovia option-ARM portfolio cannot be ruled out.
When evaluating Wells Fargo's ability to absorb losses, Moody's
incorporates additional mitigating factors other than Wells
Fargo's current capital position.  These additional factors
include: 1) the $37.2 billion mark it took against Wachovia's
loans, which it acquired at year-end 2008, 2) a high proportion of
Wells Fargo's credit-loss reserve, which stood at $21.7 billion at
year-end, which is large in relation to its nonperforming assets,
3) 2008 charge-offs it took against its residential and commercial
real estate loans, 4) tax-effecting forecasted losses, and 5) an
assumption of high core profitability, which is reduced by Wells
Fargo's payments of preferred and common dividends that average
about $711 million per quarter.

     Systemic Support And Valuable Franchise Benefit Deposit
                     And Senior Debt Ratings

Moody's believes that despite Wells Fargo's capital challenges, a
more modest lowering of its deposit, senior, and senior
subordinated debt ratings was appropriate because Moody's assumes
that systemic support for Wells Fargo is very high and that its
valuable franchise will remain intact.  "Wells Fargo would almost
certainly be a recipient of systemic support, given its importance
to the U.S. economy and financial system," said Mr. Jones.  Such
support would likely benefit all depositors, senior, and senior
subordinated debt holders of the bank and the bank holding
company.

Moody's assumes that if systemic support were to be provided, this
would not result in changes to Wells Fargo's franchise, which is
viewed as very strong.  Wells Fargo has a large presence in direct
banking in the U.S. supported by an effective sales force.  The
banking franchise is supplemented by a large and well-managed
mortgage company and retail brokerage operations.  This business
mix generates high core profitability, while also providing it
with a strong liquidity profile.  Moody's also assumes that Well
Fargo has the expertise to successfully manage the sizable merger
with Wachovia.

          Government Support Could Prove Detrimental To
                  Preferred Shareholder Interests

The downgrade of the preferred stock rating to B2 from A2 was
based on Moody's view that if Wells Fargo were the recipient of
capital support from the U.S. government, that support may be
accompanied by the suspension of dividends, or even a distressed
exchange by which preferred investors may be compelled to exchange
their preferred stock for common stock.  "With the capital markets
essentially shut down, the recent Citigroup recapitalization
becomes a very relevant reference point," said Mr. Jones.  "While
Wells Fargo's preferred securities do not have any triggers that
would cause an automatic suspension of dividends, Moody's believe
that in the event government support is provided, the U.S.
government could require Wells Fargo to suspend its common and
preferred dividends in order to preserve capital," Mr. Jones
added.  A distressed exchange could be a way to increase common
equity and limit the size of the U.S. government's stake in the
bank in the event that support was required.

The developing rating outlook on the preferred stock rating and
the BFSR is in response to their sensitivity to both capital and
asset quality trends for the coming year.  If Wells Fargo can
build capital through earnings or attract capital from investors
then positive ratings pressures emerge for both the preferred
stock and BFSR.  In contrast, if Wells Fargo's capital ratios fall
and there is no compensating action taken then negative ratings
pressures would likely emerge for both ratings.  Finally, the two
ratings could move in opposite directions, if Moody's felt that a
suspension of preferred dividends is more likely and that this
would be accompanied by either an equity infusion or a conversion
of preferred into common.  Such an opinion could result in
negative rating pressures on the preferred stock rating but could
be positive for the BFSR at the completion of the capital
initiative.

      Further Notching For Junior Subordinated Debt Ratings

Moody's lowered the junior-subordinated debt ratings of Wells
Fargo to A3 from A1.  The junior subordinated debt rating is one
notch lower than the senior subordinated debt rating of A2.
Moody's believes that the cumulative nature of the interest on
such instruments reduces the incentive to defer interest.
However, the rating incorporates the view if there is an
unexpected need for further government support, the risk of
deferred payment on these instruments, warrants an additional
notch on the ratings of these instruments.

The last rating action on Wells Fargo was on March 4th, 2009 when
Moody's placed all of Wells Fargo's long-term ratings and its BFSR
under review for possible downgrade.

This is a partial list of entities whose ratings have been
affected:

Downgrades:

Issuer: Wells Fargo & Company

  -- Issuer Rating, Downgraded to A1 from Aa3

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of A2 to A1 from a range of A1 to Aa3

  -- Multiple Seniority Shelf, Downgraded to a range of (P)B2 to
      (P)A1 from a range of (P)A2 to (P)Aa3

  -- Preferred Stock Preferred Stock, Downgraded to B2 from A2

  -- Preferred Stock Shelf, Downgraded to (P)B2 from (P)A2

  -- Subordinate Regular Bond/Debenture, Downgraded to A2 from A1

-- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
   A1 from Aa3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A1
     from Aa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A1
     from Aa3

Issuer: Wells Fargo Bank, N.A.

  -- Bank Financial Strength Rating, Downgraded to D+ from B

  -- Issuer Rating, Downgraded to Aa2 from Aa1

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Aa3 to Aa2 from a range of Aa2 to Aa1

  -- Subordinate Regular Bond/Debenture, Downgraded to Aa3 from
     Aa2

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to Aa2
     from Aa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Aa2
     from Aa1

  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: Wachovia Corporation

  -- Junior Subordinated Shelf, Downgraded to (P)A3 from (P)A1

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of A2 to A1 from a range of A1 to Aa3

  -- Multiple Seniority Shelf, Downgraded to a range of (P)B2 to
     (P)A1 from a range of (P)A2 to (P)Aa3

  -- Preferred Stock Preferred Stock, Downgraded to B2 from A2

  -- Preferred Stock Shelf, Downgraded to (P)B2 from (P)A2

  -- Subordinate Medium-Term Note Program, Downgraded to A2 from
     A1

  -- Subordinate Regular Bond/Debenture, Downgraded to A2 from A1

-- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
   A1 from Aa3

  -- Senior Unsecured Medium-Term Note Program, Downgraded to A1
     from Aa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to A1
     from Aa3

Issuer: Wachovia Bank, N.A.

  -- Bank Financial Strength Rating, Downgraded to D+ from B

  -- Issuer Rating, Downgraded to Aa2 from Aa1

  -- OSO Senior Unsecured OSO Rating, Downgraded to Aa2 from Aa1

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Aa3 to Aa2 from a range of Aa2 to Aa1

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Aa3 to Aa2 from a range of Aa2 to Aa1

  -- Subordinate Bank Note Program, Downgraded to Aa3 from Aa2

  -- Subordinate Conv./Exch. Bond/Debenture, Downgraded to Aa3
     from Aa2

  -- Subordinate Regular Bond/Debenture, Downgraded to Aa3 from
     Aa2

  -- Senior Unsecured Bank Note Program, Downgraded to Aa2 from
     Aa1

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to Aa2
     from Aa1

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Aa2 from Aa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Aa2
     from Aa1

  -- Senior Unsecured Deposit Rating, Downgraded to Aa2 from Aa1

Issuer: First Fidelity Bancorporation

  -- Preferred Stock Preferred Stock, Downgraded to B2 from A2

Issuer: WFC Holdings Corporation

  -- Preferred Stock Preferred Stock, Downgraded to B2 from A2

Issuer: Wachovia Preferred Funding Corporation

  -- Preferred Stock Preferred Stock, Downgraded to B2 from A2

Outlook Actions:

Issuer: First Fidelity Bancorporation

  -- Outlook, Changed To Developing From Rating Under Review

Issuer: Wachovia Preferred Funding Corp.

  -- Outlook, Changed To Developing From Rating Under Review

Issuer: WFC Holdings Corporation

  -- Outlook, Changed To Developing From Rating Under Review

Issuer: Wachovia Bank, N.A.

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Wachovia Corporation

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Wells Fargo & Company

  -- Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Wells Fargo Bank, N.A.

  -- Outlook, Changed To Stable(m) From Rating Under Review

Wells Fargo & Company is headquartered in San Francisco, CA and
its reported assets were $1.3 trillion as of December 31, 2008.


* Democrats Seek to Curb Credit Card Charges for Bankrupt Users
---------------------------------------------------------------
The Associated Press reports that Democratic lawmakers are seeking
to block credit card companies charging high interest rates from
collecting from bankrupt consumers.

The AP relates that the proposal would change bankruptcy laws to
dissolve claims for repayment of debt carrying interest over a
certain level, currently 18.5%.  The report states that it could
affect millions of dollars in claims made by creditors against
consumers who have filed for bankruptcy protection.

The AP quoted Sen. Sheldon Whitehouse as saying, "American
consumers are relying more than ever on credit cards to make ends
meet each month.  At the same time, banks losing money in
mortgages and their other areas of business are attempting to
squeeze more and more profit out of their credit card customers."

According to The AP, Sen. Whitehouse said that with the leverage
of a bankruptcy threat and high-interest claims dissolved, "a
customer struggling under a 30% penalty rate could negotiate for
more reasonable terms."

Republicans and the banking industry are objecting the Democrat's
proposal, The AP states.  Sen. Jeff Sessions, according to the
report, said that it would be wrong for lawmakers to use changes
in the bankruptcy laws "to deal with interest rates we don't
like."

Citing the American Bankers Association, The AP relates that such
a change in bankruptcy requirements would prompt lenders to
restrict credit in an already tight market or raise interest rates
and fees.  The AP quoted Kenneth Clayton, the group's senior vice
president and general counsel, as saying, "It is absolutely the
worst time to exacerbate our financial problems by enacting
changes to the bankruptcy laws that would further contract credit.
This would significantly hurt tens of millions of Americans at the
very time they can least afford it."


* Treasury Unveils Public-Private Investment Partnership Plan
-------------------------------------------------------------
David Wessel at The Wall Street Journal reports that U.S. Treasury
Secretary Timothy Geithner has disclosed the final piece of his
financial-rescue plan, the public-private investment partnerships
that would buy toxic loans and securities from troubled banks.

According to WSJ, the government will finance the plan, which
won't require congressional approval.  WSJ relates that if a bank
has a $100 mortgage loan that it manages to sell for $84 to a
public-private investment partnership, both the private investors
and the Treasury put up $6.  WSJ states that the Federal Deposit
Insurance Corp. guarantees a loan for $72.

WSJ notes that the point of recruiting private investors is to
avoid having the government set the prices.  The report quoted Mr.
Geithner as saying, "Since these investors will have an incentive
to bargain hard to assure their investments are profitable, the
taxpayer will be protected from overpaying."

According to WSJ, Peter Fisher of money manager BlackRock Inc.
said, "I'm a little nervous that, while I think it's the right
thing for the Fed and the Treasury to be doing, we've got to worry
a little about whether we aren't taking the net interest margin of
the next five years away from the banking system."

Damian Paletta at WSJ relates that Mr. Geithner will call for
changes in how the government supervises risk-taking in financial
markets, seeking tougher rules on how big firms manage their
finances and tighter controls on some hedge funds and money-market
mutual funds.

Mr. Geithner, says WSJ, would seek more power for the government
to monitor emerging risks to the economy.  The new rules would
require financial institutions to hold more capital to cushion
losses, the report states.

WSJ reports that Mr. Geithner's proposal would let the Treasury
and FDIC, in consultation with the Fed, to jointly determine if a
firm needed to be seized and would then entrust the running of the
company to the FDIC, allowing the agency to borrow money from the
Treasury.  According to WSJ, the proposal would let the FDIC to
sell firm's assets and renegotiate or reject existing contracts.
The governments, says WSJ, could ban bonuses at struggling
companies.  Citing the Treasury, WSJ states that the FDIC would be
able to replace directors and senior executives and "none of these
actions would be subject to the approval of the institution's
creditors or other stakeholders."


* Solutions for Ailing Newspapers "Plentiful and Thin", Says Hunt
-----------------------------------------------------------------
Albert R. Hunt, executive editor for Washington at Bloomberg News,
said in his commentary that as the value of major banks and
financial institutions has fallen some 75% during the economic
decline, the devastation of American newspapers appears as great.

The fate of the New York Times, Los Angeles Times and other
American newspapers, much less important economically, may more
profoundly affect the destiny of the U.S., Mr. Hunt relates.

The commentary notes that the Tribune Co. -- whose holdings
include two once towering papers, the L.A. Times and the Chicago
Tribune -; the Philadelphia Inquirer has declared bankruptcy.  It
added that a major newspaper in Seattle ended its print edition
and another in Denver closed.

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.

Mr. Hunt notes newspapers and publishers that have survived so far
are "floundering."  He notes that the Star-Ledger of Newark, New
Jersey's largest newspaper, cut its staff almost in half;
McClatchy Co. arguably the highest-quality chain has reduced its
editorial staff by a third.  On the other hand, overseas and
Washington coverage has been decimated.  The Baltimore Sun and
Boston Globe have closed their foreign bureaus.  In Washington,
major organizations such as Newhouse, Copley and Media General
have eliminated their bureaus, while others have downsized
dramatically.

The commentary further stated that the New York Times, which
considered by many the world's greatest newspaper, has seen its
market value decline to about $635 million, less than one-tenth of
what it once was.  The company had to turn to Mexican billionaire
Carlos Slim for a loan.

Alex Jones, director of Harvard's Shorenstein Center on the Press,
Politics and Public Policy, according to the commentary said
"While some political conservatives thoughtlessly relish the
prospect of a world without the New York Times and L.A. Times,
what they ignore is that "about 85% of the news people get is
initially generated by newspapers."

Mr. Hunt noted that newspapers, not Internet outlets, have
invested more in producing better content.  He cites (i) the
Washington Post's nine-month probe and stories about the
maltreatment of wounded veterans at the Walter Reed Medical
Center, (ii) scandals and revelations of corruption exposed by
newspapers, and (iii) millions of dollars spent by New York Times
to maintain its Irag coverage with multiple correspondents and
other personnel.  He notes that no Web site will do that or has
the resources to put up that level of coverage.

According to Mr. Hunt, solutions are "plentiful and thin":

  (i) Newspapers could charge for content, just like the Wall
      Street Journal. He added that online services of newspapers
      haven't attracted advertising that print editions enjoyed.
      While WSJ's online site has not cannibalized its print
      editions, WSJ's parent, Dow Jones, have lost much of its
      market value.

(ii) Government can subsidize newspapers, similar to what is
      proposed in France.  There are concerns though about the
      government being helpful in encouraging newsgathering.

(iii) Foundations or wealthy individuals could provide funding,
      like Poynter Institute, which has long run the St.
      Petersburg Times and Congressional Quarterly, and the
      Christian Science church, which published the prestigious
      Christian Science Monitor. Yet this year the print edition
      of the Monitor went out of business, and Poynter is looking
      to sell Congressional Quarterly.

He ended that new economic models for the industry will evolve, or
that newspapers might recover as soon as the economy rebounds.

             U.S. and Canadian Newsprint Demand Drops

According to the Pulp and Paper Products Council, U.S. and
Canadian demand for newsprint fell a combined 33% in February, the
most in at least 27 years, as newspaper publishers cut purchases.

Christopher Donville of Bloomberg reports that according to
Martine Hamel, the head of research at the Montreal-based pulp and
paper group, the demand for newsprint in the U.S. dropped 35% in
February from a year earlier, while demand in Canada declined 21%.

Demand for newsprint from U.S. dailies fell 26% to 331,000 metric
tons in February compared with a combined 24% drop in the first
two months of the year.

Bloomberg says slower economic growth and competition from the
Internet for readers and advertisers have forced four newspaper
publishers, including Los Angeles Times owner Tribune Co. and the
owner of the Philadelphia Inquirer, to seek bankruptcy court
protection from creditors since December.

According to Bloomberg, Hamel said that the plunge in U.S. and
Canadian newsprint demand in February was the largest since at
least 1981 and may be the biggest ever.

Reduced demand has also hurt makers of newsprint paper, including
Montreal-based AbitibiBowater Inc., which is seeking creditor
approval to restructure its debt, said Bloomberg.


* Drinker Biddle's Wilmington Office Adds 10 WolfBlock Lawyers
--------------------------------------------------------------
A group of 10 litigation and real estate lawyers, including five
partners, have joined the Wilmington office of Drinker Biddle &
Reath LLP.  With this addition, Drinker Biddle offers clients
significant skill, depth and experience in handling complex
business and white collar criminal cases in Delaware's federal,
Chancery, Supreme and Superior courts as well as deep local roots
in zoning, land use and other real estate matters.  The lawyers
were previously with WolfBlock LLP.

Kathleen M. Jennings, William J. Rhodunda, Todd C. Schiltz, Joseph
C. Schoell and Shawn P. Tucker are joining Drinker Biddle as
partners while Charles M. Oberly joins as of counsel to the firm.
Ms. Jennings and Mr. Oberly are experienced litigators with
significant backgrounds in white collar criminal defense.  Mr.
Tucker and Rhodunda are both experienced real estate and
litigation attorneys.  Joining the firm as associates are Jennifer
B. Ranji, Chandra J. Rudloff, Karen V. Sullivan and Daniel Turner,
Jr.

"The ability to offer our clients first-hand familiarity with
Delaware's federal and state courts has been part of our strategy
since opening our Wilmington office in 2003," said Drinker Biddle
Chairman Alfred W. Putnam, Jr.  "The addition of these top-notch
lawyers now gives us a significant presence in Delaware, allowing
us to act as experienced counsel in the type of litigation
prevalent in Delaware."

More than 850,000 businesses are incorporated in Delaware,
including nearly two-thirds of Fortune 500 companies.

The new Drinker Biddle lawyers' public service experience in the
state spans an impressive array of positions, including Delaware
Attorney General, Delaware Chief Deputy Attorney General, Chief
Counsel to the Governor of Delaware, County Attorney for New
Castle County (Del.), Land Use General Manager for New Castle
County and Chairman of the Delaware Tax Appeals Board.  The new
group is combining with Drinker Biddle's established restructuring
and litigation group in Delaware, which includes William T.
Quillen, a former justice of the Delaware Supreme Court, a former
chancellor of the Delaware Court of Chancery and a former judge of
the Delaware Superior Court, as well as a former Delaware
Secretary of State.  The firm now counts more than 15 lawyers in
its Wilmington office.

"We are thrilled to add such an excellent group of people who are
so well regarded in the Delaware Bar and who bring the skill sets
we were looking for in Delaware," said Andrew C. Kassner, Drinker
Biddle's Executive Partner and chair of the Corporate
Restructuring Practice Group.  "These lawyers' practices have been
very successful in Delaware, and we are looking forward to
building on that success here at Drinker Biddle.  Our clients tell
us that there is tremendous value in our ability to serve them in
one of the top jurisdictions in the nation for business litigation
and bankruptcy, not to mention other areas such as white collar
defense, corporate governance, intellectual property and real
estate."

Mr. Tucker, who will be the new Regional Partner in Charge of the
Wilmington office, said that Drinker Biddle was attractive to the
group because of its national scope, wide diversity of practice
groups and established bankruptcy practice in Delaware.  He added
that Drinker Biddle's structure and culture offer an opportunity
for the group to grow its practices significantly.

"We have enjoyed working with the tremendous lawyers at
WolfBlock," said Mr. Tucker.  "We believe our clients will benefit
from Drinker Biddle's national footprint and its large and
sophisticated national litigation, bankruptcy, business and real
estate practices. The cross-marketing opportunities the firm
offers are exciting."

   (A) Kathleen M. Jennings

Ms. Jennings' practice is focused on commercial, regulatory and
white collar criminal defense litigation, representing clients in
a wide variety of industries, including pharmaceutical, medical
device, securities and environmental.  Before entering private
practice, she was Chief Deputy Attorney General and State
Prosecutor with the Delaware Attorney General's Office, a position
in which she oversaw both civil and criminal litigation matters
throughout the state.  She is an experienced and skilled trial
lawyer in Delaware's federal and state courts, with more than 100
jury and bench trials in both criminal and civil cases.

A Fellow of the American College of Trial Lawyers, Ms. Jennings
earned her J.D. from Villanova University School of Law.  She has
a bachelor's degree with distinction from the University of
Delaware, graduating with high honors.

   (B) William J. Rhodunda

Mr. Rhodunda's practice is concentrated on zoning and subdivision
law, as well as general real estate and regulatory matters.  He
also has a strong background in civil and criminal litigation,
with more than 60 jury trials, and in government relations
matters.  Before entering private practice, he held several top
government legal positions, including as County Attorney for New
Castle County (Del.), as Chief Civil Litigator for the City of
Wilmington's City Solicitors Office and as a Delaware Deputy
Attorney General.  As County Attorney, Mr. Rhodunda was
extensively involved with the development of New Castle County's
new zoning and subdivision code.

Mr. Rhodunda earned his law degree from Pennsylvania State
University's Dickinson School of Law and his bachelor's degree
from the University of Delaware.

   (C) Todd C. Schiltz

Mr. Schiltz focuses his practice on corporate and commercial
litigation, as well as representing debtors and creditors in
bankruptcy proceedings.  He also handles matters involving boards,
directors and stockholders of corporations as well as disputes
involving alternate entities in litigation related to governance
and fiduciary duties arising under Delaware and federal securities
laws. Todd is also Chairman of the Delaware Tax Appeals Board.  A
frequent author on Delaware law, he earned his J.D. from
Northwestern University School of Law.  He received his bachelor's
degree, cum laude, from DePauw University.

   (D) Joseph C. Schoell

Mr. Schoell has handled a broad array of sophisticated business
litigation and transactional matters, practicing extensively in
Delaware's Chancery Court.  He has served as Governor's Counsel to
Delaware Gov.  Ruth Ann Minner, advising the state's chief
executive, her cabinet and senior agency personnel on myriad legal
issues, as well as counseling the Governor and coordinating with
the Delaware General Assembly on policy issues.  Mr. Schoell was
instrumental in the adoption of legislation that modernized the
state's bank franchise tax and that expanded the Delaware Court of
Chancery's jurisdiction to permit mediation of complex business
and technology disputes.  He has advised and counseled businesses
and government agencies on investigations, and he was involved in
the representation of Bluewater Wind, which resulted in the first
offshore wind power generation agreement in U.S. History.

Mr. Schoell earned his J.D. from Yale Law School, where he was an
associate editor of Yale Law & Policy Review, and his B.A., summa
cum laude, from the University of Delaware.

   (E) Shawn P. Tucker

Mr. Tucker has extensive experience in zoning and subdivision law,
general real estate deals, land use litigation, and government
procurement and regulatory matters.  He has served as New Castle
County's attorney in charge of all land use matters and land use-
related litigation and was one of the principal authors of the
county's zoning and subdivision code. He also served as
the General Manager of the New Castle County Land Use Department,
a position that included responsibility for all zoning,
subdivision, permitting, property assessment and code enforcement
matters as well as responsibility for intergovernmental
coordination on land use matters across the state.  Mr. Tucker is
also a former Delaware Deputy Attorney General and a former
judicial clerk to the Hon. Richard R. Cooch, Resident Judge of New
Castle County for the Superior Court of the State of Delaware.

Mr. Tucker received his law degree from Widener University School
of Law, where he was a member of the Trial Advocacy Honor Society.
Shawn received his bachelor's degree from the University of
Delaware.

   (F) Charles M. Oberly

Mr. Oberly, who served 12 years as Delaware's Attorney General,
concentrates his practice on corporate and other civil litigation,
internal corporate investigations, white collar defense and
government relations matters.  He has appeared before and tried
cases in all Delaware state and federal courts as well as argued
before the U.S. Court of Appeals for the Third Circuit and the
U.S. Supreme Court.  A longtime fixture of the Delaware bar,
Charles was a founder and co-editor of the Delaware Law Monthly, a
publication that reported all significant Delaware state court
decisions for nearly two decades before ceasing publication in
1997.

Mr. Oberly earned his J.D. from the University of Virginia Law
School and his bachelor's degree, magna cum laude, from
Pennsylvania State University.

   (G) Jennifer B. Ranji

Ms. Ranji has significant experience in government affairs,
serving in several government policy positions including Director
of Legal Affairs for the Delaware Family Court system and as
deputy legal counsel to then-Gov. Thomas R. Carper.  She is a
former chairwoman of the Women and the Law Section of the DSBA,
the Delaware Child Protection Accountability commission and the
Governor's Synar Advisory Committee, having been appointed to the
latter two positions by Gov. Minner.

Ms. Ranji earned her law degree from Widener University School of
law and her bachelor's degree from Rutgers University.

   (H) Chandra J. Rudloff

Ms. Rudloff focuses her practice in white collar defense and civil
litigation matters.  She earned her J.D. from Widener University
School of Law and her B.S. from the University of Delaware.  She
served as a clerk to the Hon. William C. Carpenter, Jr., associate
judge of the New Castle County Superior Court.

   (I) Karen V. Sullivan

Ms. Sullivan has broad experience in a variety of litigation
matters, including white collar defense, bankruptcy and civil
litigation.  She received her law degree from Georgetown
University Law Center and her bachelor's degree from the
University of Delaware.

   (J) Daniel Turner, Jr.

Mr. Turner focuses his practice on real estate financing, with
experience handling multimillion-dollar commercial real estate
financings.  He has served as bond counsel, co-bond counsel or
underwriters counsel in municipal, public utility and state agency
bond financings.  Daniel earned his J.D. from Howard University
School of Law, an M.A. from Temple University and a B.A. from the
College of Wooster.

Drinker Biddle & Reath LLP, a national law firm with nearly 700
lawyers in 12 offices, strives to provide clients with the best
possible service in areas such as commercial litigation, corporate
and securities, real estate, corporate restructuring, intellectual
property, government and regulatory affairs, labor and employment,
environmental, communications litigation, products liability and
mass tort litigation, health care, employee benefits and executive
compensation, insurance coverage, investment management, life
insurance and annuities, and private client services.


* Howard J. Berlin Joins Berger Singerman
-----------------------------------------
Howard J. Berlin, formerly a managing director and name partner at
Kluger Peretz Kaplan Berlin, has joined the Florida business law
firm Berger Singerman.  Mr. Berlin is a shareholder resident in
Berger Singerman's Miami office and a member of the firm's
Business Reorganization Team.

Mr. Berlin brings more than 25 years of experience representing
corporate debtors, secured lenders, creditors' committees, and
individual creditors in complex restructuring and insolvency
proceedings.

Berlin is a former Chair of the Bankruptcy/UCC Committee of the
Business Law Section of The Florida Bar and a former Chair of the
Business Law Section of The Florida Bar.  While Chair of the
Business Law Section, Berlin advanced the development of the
Complex Business Courts in the Florida Circuit Courts, and
currently there are three such divisions throughout the State,
including in Miami Dade and Broward Counties.  Mr. Berlin's sense
of civic responsibility and leadership skill set is reflected in
his service as Mayor (2001-2003 and 2007-2009) and Assistant Mayor
(2005-2007) and Councilman (2003-2005) of the Village of Bal
Harbour, Florida.

"The transactional, tax and litigation expertise at Berger
Singerman is outstanding and far surpasses that at many excellent
firms substantially larger than Berger Singerman" said Mr. Berlin.
"And the firm's Business Reorganization Team has been a market
leader for years.  I am very excited to become a member of the
team, and I look forward to contributing to its future growth and
success."

Berger Singerman's Business Reorganization Team is widely
recognized as a market leader in Florida.  Each year since
Chambers and Partners, the prestigious law firm and lawyer ranking
guide in the U.K., has published Chambers USA, Berger Singerman
has been recognized as a first tier Restructuring and Bankruptcy
practice in Florida.  For many years, the firm's Business
Reorganization Team has been involved in most of the larger
bankruptcy cases in the State.  Berger Singerman has recently
represented Levitt and Sons and its affiliates in its bankruptcy
cases and is co-counsel to Kirkland & Ellis in the TOUSA chapter
11 cases.  TOUSA and Levitt and Sons are amongst the largest home-
builder bankruptcy cases pending in the United States. Prior
chapter 11 representations of the firm include Aloha Airlines,
Piccadilly Cafeterias, Renaissance Cruise Lines, AT&T Latin
America, Atlas Air, and Polar Air Cargo.

Mitchell Berger, founder and Chairperson of Berger Singerman,
noted that the complexities of today's economy have made large
restructurings even more complex.  "Howard Berlin joining us so
soon after well known bankruptcy attorney Brian Gart joined our
team is additional evidence of leading restructuring professionals
in our market appreciating the depth of our restructuring
resources and our tremendous talent in practice areas that are
essential to the effective handling of the restructuring needs of
large companies and organizations."

Mr. Berlin is admitted to practice in the Courts of the State of
Florida, the U.S. District Courts for the Southern and Middle
Districts of Florida and the U.S. Court of Appeals for the
Eleventh Circuit.  He received his J.D. from the University of
Miami School of Law and B.A. from George Washington University.
Berlin is AV rated by Martindale-Hubbell and listed in Chambers
USA; Best Lawyers of America; South Florida Legal Guide, Top
Lawyers in Bankruptcy, and Super Lawyers Magazine.

                     About Berger Singerman

Berger Singerman is a Florida business law firm with 65 attorneys
working out of offices in Boca Raton, Fort Lauderdale, Miami and
Tallahassee.  The firm serves leading companies, successful
individuals and other law firms.  Members of the firm have
expertise in many areas of commercial law, including restructuring
and bankruptcy , dispute resolution and litigation, real estate
and land use issues, wealth planning and tax, and white collar
criminal defense.


* Paul, Weiss Gets IFLR's "Restructuring Deal of The Year" Award
----------------------------------------------------------------
Paul, Weiss, Rifkind, Wharton & Garrison LLP received the
"Restructuring Deal of the Year" award for its representation of
Banque Populaire Group and Caisse d'Epargne Group in the
restructuring of bond insurer, CIFG Holding, Ltd., at the
International Financial Law Review (IFLR) 2009 Americas Awards
Ceremony held in New York City.

Paul, Weiss' representation of Banque Populaire Group and Caisse
d'Epargne Group was a team effort across multiple practice groups,
including members of the firm's litigation, corporate, bankruptcy
and tax departments.  The team was led by litigation partners
Martin Flumenbaum and Marc Falcone, corporate partner Kelley D.
Parker, bankruptcy partner Alan W. Kornberg and tax partner
Jeffrey B. Samuels.  "The firm is honored to receive this award
from IFLR, and proud of the team that achieved such an outstanding
result for Banque Populaire Group and Caisse
d'Epargne Group," said Brad S. Karp, chair of Paul, Weiss.  "Our
successful resolution of this matter represents Paul, Weiss at its
best -- teams of talented lawyers across practice areas working
collaboratively to achieve the best possible outcome for our
clients."

Banque Populaire Group and Caisse d'Epargne Group announced on
January 21, 2009 that their jointly owned monoline subsidiary,
CIFG Holding, Ltd., reached a final settlement with credit default
swap counterparties and bondholders holding 98% of its gross par
outstanding of ABS CDO exposures and certain specified CRE CDO
exposures.  The transaction substantially reduced CIFG's exposure
to problematic derivatives, resulting in a significantly improved
capital position and claims paying resources.  As a result of the
restructuring, CIFG received an upgrade from the rating services;
something that no other bond insurer has been able to do since the
start of the credit crisis.

                        About Paul, Weiss

Paul, Weiss -- http://www.paulweiss.com-- is a firm of more than
500 lawyers with diverse backgrounds, personalities, ideas, and
interests who collaboratively provide innovative solutions to
clients' most critical and complex legal and business challenges.
It represents a varied range of clients, including some of the
largest publicly and privately held corporations and financial
institutions in the U.S. and abroad.


* Stanley Shashoua to Lead Resilience Capital's Real Estate Fund
----------------------------------------------------------------
Resilience Capital Partners has added Stanley Shashoua to head up
the firm's real estate fund.  Mr. Shashoua and his team, based in
New York City, will manage the real estate fund as a new
Resilience dedicated effort separate from the firms other
corporate recovery private equity funds based in Cleveland, Ohio.

Mr. Shashoua has extensive experience in real estate and finance.
Prior to joining Resilience, Mr. Shashoua was a partner with HRO
Asset Management where he acquired and managed over $1 billion of
properties comprising over three million square feet on behalf of
institutional clients.  Mr. Shashoua also worked at Dresdner
Kleinwort Wasserstein where he was responsible for $20 billion of
transactions in private equity, mergers and acquisitions,
public/private equity, and debt financings and restructurings
across a broad range of industries including real estate, media,
business and consumer services, industrial, food, and retail.

At Resilience, Mr. Shashoua will focus on identifying real estate
opportunities that generate superior risk-adjusted returns while
ensuring capital preservation.  Resilience will consider a variety
of property types including institutional quality office, retail,
residential, hotel and industrial; traditional or distressed
assets; and, raw or entitled land.

"I'm thrilled to be part of the Resilience team.  I'm eager to put
my deep and broad experience in real estate and finance to work at
Resilience -- a firm that is nimble, well-connected and passionate
about the power of team work," explained Mr. Shashoua.

"Adding Stanley to our management team indicates the firm's
continued commitment to hire and retain top talent" said Steve
Rosen, co-CEO, Resilience Capital Partners.  Co-CEO Bassem Mansour
continued by stating that "Stanley's vast knowledge of the real
estate industry and impressive track record helps round out our
skill base and ensures Resilience's success in today's challenging
business environment."

               About Resilience Capital Partners

Headquartered in Cleveland, Ohio, Resilience Capital Partners --
http://www.resiliencecapital.com-- is a leading private equity
firm specializing in investing in lower middle market companies
within a broad range of industries. Resilience's value oriented
investment strategy is to acquire companies with solid business
prospects in a variety of special situations including
underperformers, corporate divestitures, turnarounds, and orphan
public companies.  Its team of in-house professionals brings both
operational and transactional expertise to its portfolio
companies.  Since inception in 2001, Resilience has acquired 17
companies with total revenue in excess of $1.5 billion and over
4,000 employees.  The Resilience Real Estate Fund is focused on
investing in hospitality, retail, office and multi-family
properties, including the formation of property-related
debt/equity securities, and property-related operating businesses.


* Tyler Brown Named as Fellow of American College of Bankruptcy
---------------------------------------------------------------
Hunton & Williams LLP reported that Tyler P. Brown, co-chair of
the firm's bankruptcy, restructuring & creditors' rights practice,
has been named a Fellow of the American College of Bankruptcy.  He
will be inducted on March 27 in a ceremony to be held in the Great
Hall of the United States Supreme Court.

Mr. Brown is one of 33 nominees from the United States and abroad
being inducted in the 20th Class of College Fellows for 2009.  All
are being honored and recognized for their professional excellence
and exceptional contributions to the fields of bankruptcy and
insolvency.

The American College of Bankruptcy is an honorary professional and
educational association of bankruptcy and insolvency
professionals.  Fellows in the College include commercial and
consumer bankruptcy attorneys, insolvency accountants, turnaround
and workout professionals, law professors, judges, government
officials and others involved in the bankruptcy and insolvency
community.  The College currently has 712 Fellows, each selected
by a Board of Regents from among recommendations of the Circuit
Admissions Council in each federal judicial circuit and specially
appointed Committees for Judicial and Foreign Fellows.  Criteria
for selection include: the highest standard of professionalism,
ethics, character, integrity, professional experience and
leadership contributing to the enhancement of bankruptcy and
insolvency law and practice; sustained evidence of scholarship,
teaching, lecturing or writing on bankruptcy or insolvency; and a
commitment to elevate knowledge and understanding of the
profession and public respect for the practice.

Mr. Brown's practice focuses on bankruptcy and creditors' rights,
loan workouts, lender liability, contract disputes, landlord-
tenant disputes and other commercial litigation at the trial and
appellate levels.  He also advises commercial, consumer and
mortgage lenders.  Brown holds a J.D. (magna cum laude) from
Washington and Lee University, and a B.A. from Syracuse
University.  He is based in the firm's Richmond, VA office.

                   About Hunton & Williams LLP

Hunton & Williams LLP -- http://www.hunton.com-- provides legal
services to corporations, financial institutions, govern-ments and
individuals, as well as to a broad array of other entities.  Since
the firm's establishment more than a century ago, Hunton &
Williams has grown to more than 1,000 attorneys serving clients in
100 countries from 19 offices around the world.  While the firm's
practice has a strong industry focus on energy, financial services
and life sciences, the depth and breadth of our experience extends
to more than 100 separate practice areas, including bankruptcy and
creditors rights, commercial litigation, corporate transactions
and securities law, intellectual property, international and
gov-ernment relations, regulatory law, products liability, and
privacy and information management.


* BOOK REVIEW: Financial Planning for High Net Worth Individual
---------------------------------------------------------------
Authors:    Richard H. Mayer and Donald R. Levy
Publisher:  Beard Books
Paperback:  428 pages
List Price: US$59.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982323/internetbankrupt

Financial Planning for High Net Worth Individuals by Richard H.
Mayer and Donald R. Levy is a comprehensive and authoritative
guide to the art and science of wealth management.

It is a source book that wealth management advisers can turn to
when looking for in-depth answers.

Collected here are the insights of expert advisers, presented in a
thoughtful and thorough manner on the vital aspects of financial
management.

This book is for high net worth individuals as well as for every
serious wealth management professional.

Richard H. Mayer, Chartered Life Underwriter, Registered
Investment Advisor.  Mr. Mayer has more than 40 years of
experience in the insurance industry where he specializes in
advising high net worth individuals and in developing executive
compensation plans.

Donald R. Levy, JD, MBA, is an attorney and benefits consultant.
Mr. Levy has authored or edited a number of books including the
Research Institute of America Answer Book, Executive Compensation
Treatise, 403(b) Answer Book, Guide to Cash Balance Plans, Quick
Reference Guide to IRAs, and the State-by-State Guide to Managed
Care Law.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***