TCR_Public/090330.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 30, 2009, Vol. 13, No. 88

                            Headlines


3900 LLC: Files Amended Chapter 11 Plan and Disclosure Statement
AGAPE WORLD: Loss Prompts Investors to Sue Bank of America
ALERIS INT'L: Disclose Controlling Interest in Certain Entities
ALERIS INT'L: Committee to Tap Reed Smith as Bankruptcy Counsel
ALERIS INT'L: Committee Taps Landis Roth as Conflicts Counsel

ALERIS INT'L: Panel Retains Mesirow as Financial Advisors
AMERICAN AIRLINES: Worried About Bill Against Immunized Alliances
AMERICAN INT'L: To Probe Unit's Unwinding Deals & Bonuses
AMERICAN INT'L: Must Tread Slowly & Carefully, Experts Say
APPALACHIAN OIL: May Be Evicted From More Than Half of Its Stores

ASARCO LLC: Court to Hold Disclosure Statement Hearing on April 28
ASARCO LLC: Court to Consider New Sterlite Deal on April 13
ASARCO LLC: Prevails Over Fireman's Fund on Asbestosis Issue
ASARCO LLC: Modifies Amarillo Plant Work Schedule; Shuts Smelter
BANK OF AMERICA: Investors Sue Bank Over Agape World Loss

BERNARD L. MADOFF: U.K. Units Allegedly Played Key Role in Scheme
BWAY CORP: S&P Assigns 'B-' Rating on $228 Mil. Senior Notes
CANARGO ENERGY: Faces Delisting After NYSE Rejects Compliance Plan
CHARTER COMMUNICATIONS: Files for Chapter 11 to Cut $8BB in Debts
CHARTER COMMUNICATIONS: Case Summary & 80 Largest Unsec. Creditors

CHARTER COMMUNICATIONS: Bankruptcy Triggers Default on Notes
CHARTER COMMUNICATIONS: Names Ex-Calpine & HealthSouth EVP as CRO
CHARTER COMMUNICATIONS: Seeks to Honor Obligations to Employees
CHEMTURA CORP: U.S. Trustee Appoints 9-Member Creditors' Panel
CHEMTURA CORP: To Guarantee European Units Under Receivables Pact

CHEMTURA CORP: Files 13-Week Cash Flow Forecast
CHEMTURA CORP: Seeks Approval of Alvarez & Marsal Engagement
CHEMTURA CORP: Seeks to Employ Lazard as Investment Banker
CHESTER COUNTY: S&P Raises Underlying Bond Rating to 'BB+'
CHRYSLER LLC: Gov't Unlikely to Oust CEO Rober Nardelli

CHRYSLER LLC: Gov't to Reveal Terms of Additional Loans by Tuesday
CIRCUIT CITY: U.S. Court Approves Sale of InterTAN to Bell Canada
COLIBRI GROUP: $6 Million Lot of Jewelry Acquired by Bidz.com
COLONIAL REALTY: Moody's Cuts Senior Debt Rating to Ba1 From Baa3
DELCO OIL: Liable to CapitalSource for More Than $21 Million

DREIER LLP: Trustee Probes Wachovia, Seeks Claim Reduction
DREIER LLP: Marc Dreier Faces Money Laundering Charge
DREIER LLP: Receiver Says Founder Squandered Most of His Assets
ENRON CORP: Court Denies National City's Bid to Use MFN Status
FLUID ROUTING: Panel Balks at Sale of Fuel Systems to Sun Capital

FREESCALE SEMICONDUCTOR: Increases Incremental Loans to $923.6MM
FREESCALE SEMICONDUCTOR: Senior Lenders Sue for $1BB in New Loans
GANNETT CO: Still in Talks for Tucson Citizen; To Furlough Workers
GATEWAY & 4TH: Collateral to be Auctioned on April 27
GENERAL MOTORS: Gov't Asks CEO to Quit In Exchange of Bailout Fund

GENERAL MOTORS: Gov't. to Reveal Terms of Add'l Loans Tuesday
GENERAL MOTORS: SAAB to Deepen Cuts, Might Not Get Sweden Bailout
GI JOE'S: Court Extends Interim DIP Order Until April 2
GI JOE'S: Auction Moved to April 7; Sale Hearing on April 9
GREATER ATLANTA: Court Okays Firm's Disclosure Statement

HAMMOCKS LLC: Files for Chapter 11 Bankruptcy Protection
HAMMOCKS LLC: Case Summary & 20 Largest Unsecured Creditors
HARRAH'S ENTERTAINMENT: Owners Hedge Against Bankruptcy
HEREFORD BIOFUELS: Court OKs Bid Procedures; April 22 Auction Set
HERITAGE CENTER: Can Use Cash Collateral on Interim Basis

HERITAGE CENTER: Sells Buckingham Property for $1.5 Million
HOME BISTRO: Files for Chapter 11 Bankruptcy Protection
HUNTER FAN: S&P Puts 'B' Corp. Credit Rating on Negative Watch
HUNTSMAN CORP: Pays $15 Mil. in Consulting Fees to Jon Huntsman
INDALEX HOLDINGS: Court May Rescind Cash Collateral Order

JEFFERSON COUNTY: Bond Insurers Ask Court to Appoint Receiver
JEFFERSON COUNTY: Officials Seek Budget Cuts to Conserve Cash
KB TOYS: Co-Founder Donald Kaufman to Auction Off Toys
KS REALTY: Case Summary & 16 Largest Unsecured Creditors
LEHMAN BROTHERS: Examiner Seeks Information from JPMorgan Chase

LEHMAN BROTHERS: Naked Short Selling Blamed for Collapse
LNR PROPERTY: S&P Puts 'B+' Counterparty Rating on Negative Watch
LYONDELL CHEMICAL: Liberty Wants to End Insurance Coverage
LYONDELL CHEMICAL: Will Close Chocolate Bayou Complex by August 4
MAGNA ENTERTAINMENT: Pays $1MM Bond to OSRC, Saves Thistledown

MASONITE INTERNATIONAL: To Exit Bankruptcy End by August
MERUELO MADDUX: Case Summary & 20 Largest Unsecured Creditors
MGM MIRAGE: Closes $775-Mil. Sale of Treasure Island to Ruffin
MGM MIRAGE: Provides Funds to Continue CityCenter Project
MITEL NETWORKS: S&P Downgrades Corporate Credit Rating to 'B-'

MORTON INDUSTRIAL: Taps AlixPartners as Restructuring Advisors
MORTON INDUSTRIAL: Wants to Obtain $20 Million DIP Financing
MORTON INDUSTRIAL: Wants Paul Hastings as Bankruptcy Counsel
MORTON INDUSTRIAL: Wants to Hire Richards Layton as Co-Counsel
MOTOR COACH: Pens Agreement to Implement Confirmed Bankruptcy Plan

NARANG ACQUISITION: Case Summary & 14 Largest Unsecured Creditors
NETWORK COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'B-'
NEW YORK TIMES: To Cut Workers' Pay & Lay Off 100 Employees
NEWPARK RESOURCES: S&P Gives Negative Outlook; Keeps 'B+' Rating
OMNI NATIONAL: Bank Closed by OCC & FDIC Appointed as Receiver

PARK-OHIO INDUSTRIES: Moody's Cuts Corporate Credit Rating to 'B'
PECOS CAPITAL: Involuntary Chapter 11 Case Summary
PIONEER INSURANCE: A.M. Best Affirms 'B' Fin'l Strength Rating
PLIANT CORP: Court Moves Disclosure Statement Hearing to April 24
PLIANT CORP: Schedules $439-Mil. in Assets, $912-Mil. in Debts

PLIANT CORP: Gets Final Approval to Access BoNY $75 Mil. DIP Loan
POLAROID CORP: Ritchie Capital Objects to 'Fire-Sale'
POLISH ROMAN CATHOLIC: Losses Cue A.M. Best to Cut Rating to 'B-'
PRATT-READ CORP: Can Access Cash Collateral Until April 10
PRATT-READ CORP: Section 341(a) Meeting Scheduled for April 27

PRATT-READ CORP: Wants May 4 Extension to File SALs and SOFAs
PRATT-READ CORP: Taps Zeilser & Zeilser as Counsel
PRICE TRUCKING: Case Summary & 30 Largest Unsecured Creditors
QIMONDA NA: Wants to Reject Willowchase & Exel Contracts
REDCORP VENTURES: Court Extends CCAA Stay Until June 16

RITCHIE CAPITAL: Objects to Sale of Polaroid at 'Fire-Sale' Price
RITZ CAMERA: Bidding Procedures for 400 Stores Get Court Approval
ROC PREF: S&P Affirms Ratings on Preferred Shares to 'BB-'
ROYAL CARIBBEAN: S&P Downgrades Corporate Credit Rating to 'BB-'
RYERSON INC: S&P Puts 'B' Corporate Ratings on Negative Watch

SAGECREST HOLDINGS: Voluntary Chapter 15 Case Summary
SPORTSMAN'S WAREHOUSE: Can Access GECC $30MM DIP Loan on Interim
SPORTSMAN'S WAREHOUSE: Seeks Kurtzman Carson as Claims Agent
TROPICANA ENTERTAINMENT: Amends Plans to Discuss IP Rights
TROPICANA ENTERTAINMENT: DIP Lenders Waive EBITDA Covenant Default

TROPICANA ENTERTAINMENT: Exclusivity Periods Extended to July 17
TROPICANA ENTERTAINMENT: Court OKs Changes to Adequate Protection
WOLF BLOCK: Closure Affects 300 Lawyers, Mostly Joining Cozen

* DBRS Calls Ontario's 2009 Budget "Walking a Fine Line"
* Gov't to Reveal How Much It Can Further Lend to Auto Industry
* IVA Could Help Struggling Borrowers Avoid Bankruptcy
* Wolf Block Partners' Zucker & Santamour Join Stradley Ronon

* BOND PRICING -- For Week From March 23 to 27, 2009



                            *********

3900 LLC: Files Amended Chapter 11 Plan and Disclosure Statement
----------------------------------------------------------------
3900 LLC filed with the U.S. Bankruptcy Court for the District of
Nevada an amended chapter 11 plan of reorganization and amended
disclosure statement explaining that plan on March 24, 2009.

                            Plan Terms

The Amended Plan contemplates the sale of or lease for Michaels'
Plaza, a shopping center acquired by the Debtor in April 2006, and
the adjoining three vacant parcels of land.  The Debtor will lease
the units or sell the properties within one year of the Plan's
Effective Date, the proceeds of which will be used to repay
secured creditors.

Grubb & Ellis/BRE Commercial, LLC, will assist the Debtor in
seeking a lease for Michaels' Plaza.

Bank of America holds the first priority interest in Michael's
Plaza.  Both Bank of America and Vestin assert a first priority
interest in the three adjoining properties.

If the debt to BofA and Vestin are not paid within one year, the
property will be turned over to the secured creditors.  In the
meantime, adequate protection payments in the amount of $22,979
per month will be made to Bank of America, to be funded by the
Debtor's equity shareholders.

Allowed Equity Interest Holders in the Debtor will receive nothing
under the Plan and their membership certificates will be
cancelled.  Equity interest holders, however, who contribute to
the Bank of America adequate protection payments will either
retain their interest or awarded new membership interest in the
Debtor based on their capital contributions.

Allowed Unsecured Claims will be paid from the lease or sale of
Michaels' Plaza and the vacant parcels only after full
satisfaction of Priority Claims and all secured claims.

A full-text copy of the Amended Disclosure Statement is available
at:

     http://bankrupt.com/misc/3900LLC.AmendedDSPart1.pdf

     http://bankrupt.com/misc/3900LLC.AmendedDSPart2.pdf

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

    Class             Description                   Status
   ------      --------------------------         ----------
   Class 1     Priority Claims                    Unimpaired
               (Amount of Claim: $128,963)

   Class 2     Secured Claim of                   Impaired
               Bank of America, N.A.
               (Est. of Claim: $5,514,992)

   Class 3     Secured Claim of Vestin            Impaired
               (Est. of Claim: $4,606,285)

   Class 4     Other Allowed Secured Claims       Impaired
               (Est. of Claim: $0)

   Class 5     Allowed Unsecured Claims           Impaired
               (Est. of Claim: $Unknown)

   Class 6     Allowed Unsecured Claims of        Impaired
               Insider Mordern Management,
               Inc. and/or Jeff Chain
               (Est. of Claim: $Unknown)

   Class 7     Allowed Equity Interest Holders    Impaired

Only impaired classes are entitled to vote to accept or reject the
Amended Plan.  Priority Claims under Class 1 are not impaired and
are deemed to have accepted the Amended Plan.  Impaired claims in
classes 2 to 7, inclusive, are 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 by one or more
impaired classes, provided that the plan does not "discriminate
unfairly" and is "fair and equitable" with respect to each non-
accepting class.

Based in Las Vegas, 3900, LLC, also known as Michael's Plaza, owns
and operates a shopping center in Tempe, Arizona.  Revenue
consists of rental income and common area maintenance charges paid
by tenants in the shopping center.

The company filed for Chapter 11 relief on October 17, 2008
(Bankr. D. Nev. 08-22163).  Matthew L. Johnson, Esq., at Matthew
L. Johnson & Associates, P.C., represents the Debtor as counsel.
In its schedules, 3900, LLC, listed total assets of $18,142,411,
and total debts of $10,086,336.


AGAPE WORLD: Loss Prompts Investors to Sue Bank of America
----------------------------------------------------------
Jessica Papini at The Wall Street Journal reports that investors
represented by Jacob Zamansky of Zamansky & Associates have filed
a lawsuit against Bank of America Inc. and several futures
brokerage firms including MF Global Ltd., TransAct Futures, and
Alaron over losses they claimed they incurred due to an alleged
Ponzi scheme perpetuated by Agape World Inc.  The investors are
seeking monetary damages.

According to court documents, the investors claimed that Bank of
America and other brokerage firms helped out Agape World President
and owner Nicholas Cosmo in his alleged $370 million Ponzi scheme
and played a major role in the loss of investors' funds.  WSJ
states that Mr. Cosmo surrendered to federal authorities in
January, and was charged with allegedly operating the Ponzi
scheme.  According to the report, the Commodity Futures Trading
Commission filed a civil case against Cosmo in January, claiming
that he didn't disclose to investors that their money was invested
in commodities.

The investors said in court documents that "from the start, Bank
of America played an integral role in that scheme providing
Agape's and Cosmo's scheme with substantial assistance. . . .
without Bank of America's participation, the scheme would not have
succeeded and grown to such an enormous size. . . .  Bank of
America established, equipped and staffed a branch office at the
heart of Agape's headquarters . . . with Bank of America's
knowledge, this branch assisted, facilitated, and furthered the
fraudulent scheme."

Court documents say that Bank of America assigned one or more
representatives to work directly out of Mr. Cosmo's office.
According to court documents, Bank of America provided its onsite
representatives at Agape World with bank equipment and computer
systems to allow direct access to the bank's accounts and systems,
and "Bank of America's onsite representatives had actual knowledge
Mr. Cosmo was commingling investor money, diverting investor money
to his own accounts, engaging in virtually no legitimate business
whatsoever and speculatively trading investor money in the
commodities and futures markets."

WSJ relates that MF Global, TransAct, and Alaron, which are
futures and commodities trading firms or merchants, provided
substantial assistance to Cosmo, from November 2007 to January
2009.  Those firms established trading accounts for Mr. Cosmo and
Agape World, even though Mr. Cosmo was barred for life by FINRA
from association with any investment broker-dealer, court
documents say.

                        About Agape World

Hauppauge-based Agape World Inc. -- http://www.agapeworldinc.net/
-- is a private bridge lender since 1999.

As reported by the Troubled Company Reporter on February 16, 2009,
the Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York approved investors' Agape World Inc.
of petition to put the company into Chapter 7 bankruptcy
protection.

                      About Bank of America

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

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

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

As reported by the Troubled Company Reporter on March 27, 2009,
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.


ALERIS INT'L: Disclose Controlling Interest in Certain Entities
---------------------------------------------------------------
Sean M. Stack, chief financial officer of Aleris International,
Inc., filed a March 20, 2009 report, pursuant to Rule 2015.3 of
the Federal Rules of Bankruptcy Procedure, disclosing substantial
or controlling interests of the Debtors in these entities as of
December 31, 2008:

                                          Aleris' Interest
   Entity                                 in the Entity
   -------                                ----------------
   Dutch Aluminum C.V                             100%
   Solar Aluminum Technologies Services            50%
   Granular Aluminum Products, Inc.               100%
   H.T. Aluminum Specialties, Inc.                100%
   IMSAMET of Arizona                              70%
   Aleris Holdings Luxembourg S.a.r.l             100%

Mr. Stack provided the U.S. Bankruptcy Court for the District of
Delaware Form 26 Entity Reports of each entity as of December 31,
2008, a copy of which is available for free at:

         http://bankrupt.com/misc/aleris_Form26Reports.pdf

                    About Aleris International

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

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

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


ALERIS INT'L: Committee to Tap Reed Smith as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Aleris International and its affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for permission
to retain Reed Smith LLP as its counsel, nunc pro tunc to
February 20, 2009, pursuant to Section 328(a) of the Bankruptcy
Code.

Section 328(a) provides that a committee appointed under Section
1102 of the Bankruptcy Code, with the court's approval, may
employ or authorize the employment of a professional person on
any reasonable terms and conditions of employment, including on a
retainer, or on an hourly basis.

The Committee notes that the Debtors are global leaders in the
production and sale of aluminum rolled and extruded products,
producers of aluminum alloy products, and recyclers of aluminum
products.  Due to the complexity of the Debtors' businesses and
their complicated financial structure, the Committee asserts that
Reed Smith must be retained immediately to review the sensitive
issues raised by the Debtors' postpetition financing motion and
the other first-day motions.

As the Committee's counsel, Reed Smith will:

  (a) consult with the U.S. Trustee for Region 3 or the Debtors
      concerning the administration of these cases;

  (b) investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtors' businesses and the desirability or the
      continuance of those businesses, and any other matter
      relevant to the cases or to the formulation of one or more
      plans;

  (c) evaluate, with the Debtors, any offers to purchase the
      assets or businesses of the Debtors and participate in the
      sale process;

  (d) participate in the formulation of one or more plans,
      advising those represented by the Committee of the
      Committee's determinations as to any plan formulated, and
      collect and file with the court acceptances or rejections
      of any plan;

  (e) seek the appointment of one or more trustees or examiners
      under Section 1104 of the Bankruptcy Code, when
      appropriate;

  (f) assert claims and causes of action on behalf of the
      Committee and the Debtors, if the Debtors fail to assert
      the claims; and

  (g) perform other services as are in the interest of the
      Debtors' creditors.

Reed Smith will be paid for its services based on these rates:

     Professional                  Title         Hourly Rate
     ------------                ---------       -----------
     Paul M. Singer, Esq.         Partner           $725
     Claudia Z. Springer, Esq.    Partner           $680
     Derek J. Baker, Esq.         Partner           $560
     Joshua C. Lewis, Esq.        Associate         $400
     Mark W. Eckard, Esq.         Associate         $360
     Jennifer P. Knox, Esq.       Associate         $305
     Lisa Lankford                Paralegal         $145
     John B. Lord                 Paralegal         $250
     Kurt F. Gwynne               Partner           $590

The firm will also be reimbursed for the actual and necessary
expenses incurred in connection with the representation.  As the
Debtors' cases progress, more of the firm's professionals may be
assigned to work on the cases, the Committee says.

Paul M. Singer, Esq., a partner at Reed Smith LLP, in Wilmington,
Delaware, assures the Court that his firm is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

He adds that despite the firm's efforts to identify and disclose
its connections with parties-in-interest in these cases, it is
unable to state with certainty that every relevant client
connection has been disclosed due to the firm's size and due to
the fact that the Debtors have many creditors and other
relationships.  Should it discover additional connection, Reed
Smith says it intends to file a supplemental disclosure with the
Court.

Mr. Singer further discloses that Reed Smith has sought a waiver
letter from Bank of America and General Electric Capital
Corporation, co-agents of the Debtors' prepetition financing.
The firm has received a limited waiver from BofA.

No one client of the firm accounts for more than 1.5% of its
annual gross revenues, Mr. Singer reveals.

The Court will consider the Committee's application on April 8,
2009.  Objections must be filed by April 1.

                    About Aleris International

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

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

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


ALERIS INT'L: Committee Taps Landis Roth as Conflicts Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Aleris International and its affiliates seeks permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain Landis Rath & Cobb LLP as its conflicts counsel, nunc pro
tunc to February 25, 2009.

The Committee notes that it is seeking to retain Reed Smith LLP
as counsel.  Reed Smith, however, has identified certain entities
which it represents and that may present potential or actual
conflicts of interest with its representation of the Committee.
In this light, the Committee seeks to hire Landis Rath for legal
services only in connection with the "Conflict Matters."  In this
way, there will be no duplication of efforts from retaining
Landis Rath and Reed Smith, the Committee says.

Landis Rath professionals have represented debtors, creditors'
committees, bank groups, and other major participants in numerous
bankruptcy cases in the District of Delaware and in other
jurisdictions, the Committee points out.

Landis Rath will be paid according to these customary rates:

        Professional                     Hourly Rate
        ------------                     -----------
        Adam G. Landis, Esq.                $595
        William E. Chipman Jr., Esq.        $500
        Mark D. Olivere, Esq.               $340
        Cynthia E. Moh, Esq.                $250

Landis Rath will also be reimbursed for actual and necessary
expenses incurred in its representation of the Committee.

Adam G. Landis, Esq., a partner at Landis Rath & Cobb LLP, in
Wilmington, Delaware, assures the Court that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                    About Aleris International

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

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

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


ALERIS INT'L: Panel Retains Mesirow as Financial Advisors
---------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Aleris International and its affiliates seeks permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain Mesirow Financial Consulting, LLC as its financial
advisors, nunc pro tunc to February 26, 2009.

The Committee says it needs assistance in collecting and
analyzing financial and other information in relation to these
Chapter 11 cases.  The Committee has selected Mesirow as its
financial advisors because of the firm's diverse experience and
extensive knowledge in the field of bankruptcy.

As financial advisors to the Committee, Mesirow will:

  (a) assist in the review of reports or filings required by the
      Bankruptcy Court or the Office of the United States
      Trustee for Region 3, including review of schedules of
      assets and liabilities, statements of financial affairs
      and monthly operating reports;

  (b) review and analyze legal entity relationships, and analyze
      issues that may be raised regarding substantive
      consolidation and accounting for intercompany transactions
      and balances, including off sheet balance sheet
      liabilities;

  (c) review the Debtors' financial information, as well as
      review analyses of cash receipts and disbursements,
      financial statement items and proposed transactions for
      which Bankruptcy Court approval is sought;

  (d) evaluate potential employee retention and severance plans;

  (e) review and analyze pension funding and related
      liabilities;

  (f) analyze assumption and rejection issues regarding
      executory contracts and leases;

  (g) validate the Debtors' proposed business plans and the
      business and financial condition of the Debtors generally;

  (h) advise and assist the Committee in negotiations and
      meetings with the Debtors, the bank lenders and other
      stakeholders;

  (i) advise and assist on the tax consequences of proposed
      plans of reorganization;

  (j) assist in the claims resolution procedures, and analyze
      creditors' claims by type and entity;

  (k) review and analyze potential fraudulent transfers,
      including transaction and forensic analysis;

  (1) provide litigation consulting services and expert witness
      testimony regarding confirmation issues, avoidance actions
      or other matters;

  (m) review and analyze exit financing, including collateral
      analysis and cash flow validation; and

  (n) perform other functions as requested by the Committee or
      its counsel to assist the Committee in these chapter 11
      cases.

Mesirow will be paid for its services according to these rates:

     Professional                     Hourly Rate
     ------------                     -----------
     Director                          $670 - $710
     Senior Vice-President             $580 - $640
     Vice President                    $470 - $540
     Senior Associate                  $370 - $440
     Associate                         $220 - $320
     Paraprofessional                  $90 - $190

The firm will also be reimbursed for necessary expenses incurred
in connection with its representation of the Committee.

Larry H. Lattig, a senior managing director of Mesirow Financial
Consulting, LLC, in New York, maintains that his firm is a
disinterested person as the term is defined in Section 101(14) of
the Bankruptcy Code.

The Court will hear the Committee's request on April 8, 2009.
Objections must be filed no later than April 1.

                    About Aleris International

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

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

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


AMERICAN AIRLINES: Worried About Bill Against Immunized Alliances
-----------------------------------------------------------------
American Airlines is worried that a House bill that could roll
back in three years alliances with antitrust immunity will put the
airline at a severe competitive disadvantage, Susan Carey at The
Wall Street Journal reports, citing Will Ris, the airline's senior
vice president of government affairs.

WSJ relates that the bill was introduced by Rep. James Oberstar,
chairperson of the House Committee on Transportation and
Infrastructure.  WSJ notes that Rep. Oberstar wants to revisit the
issue of whether the big airline alliances are hurting consumers
and eroding competition on international routes.  Rep. Oberstar,
says WSJ, is seeking to require a study of the alliances and
possible new criteria for carriers to meet.  According to the
report, airlines in immunized alliances would be required to
reapply for that authority three years after the bill is passed.

Citing Mr. Ris, WSJ states that American Airlines is trying for
the third time to win antitrust immunity to boost its ties with
British Airways PLC.  WSJ notes that American Airlines completed
two weeks ago the filing of additional information that the U.S.
government requested.  The Transportation Department has six
months to make a decision once American Airlines' application is
judged to be complete, WSJ says.

According to WSJ, airline trade groups in Europe and the U.S.
oppose the bill and other changes proposed by Rep. Oberstar.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR)
operates with its principal subsidiary, American Airlines Inc. --
http://www.aa.com/-- a worldwide scheduled passenger airline.
American provides scheduled jet service to about 150 destinations
throughout North America, the Caribbean, Latin America, including
Brazil, Europe and Asia.  American is also a scheduled airfreight
carrier, providing freight and mail services to shippers
throughout its system.  Its wholly owned subsidiary, AMR Eagle
Holding Corp., owns two regional airlines, American Eagle Airlines
Inc. and Executive Airlines Inc., and does business as "American
Eagle."  American Beacon Advisors Inc., a wholly owned subsidiary
of AMR, is responsible for the investment and oversight of assets
of AMR's U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008, the
TCR said that Moody's Investors Service downgraded the Corporate
Family and Probability of Default Ratings of AMR Corp. and its
subsidiaries to Caa1 from B2, and lowered the ratings of its
outstanding corporate debt instruments and certain equipment trust
certificates and Enhanced Equipment Trust Certificates of American
Airlines Inc.  The company still carries Moody's Negative Outlook.


AMERICAN INT'L: To Probe Unit's Unwinding Deals & Bonuses
---------------------------------------------------------
Liz Rappaport at The Wall Street Journal reports that New York
Attorney General Andrew Cuomo will investigate how American
International Group's financial-products unit is unwinding deals
and examining bonus payments.

WSJ relates that Mr. Cuomo subpoenaed AIG on Thursday for
information, to assess the Company's statements that it needs the
expertise of AIG Financial Products' employees to unwind or get
ready for the sale of $1.6 billion in trades.  AIG had said that
there might be "significant business ramifications" of failing to
pay the bonuses, as those employees were needed to wind down the
business, WSJ states.

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

WSJ quoted Mr. Cuomo as saying, "In an investigation, sometimes
one thing leads to another, and here our review of bonus payments
has led to questions about underlying credit-default-swap
contracts."  According to WSJ, losses tied to credit-default swaps
sold by AIG Financial almost drove AIG to bankruptcy in 2008.

Liam Pleven at WSJ relates that a group of top executives called
the Credit Risk Committee supervised some of AIG's biggest bets,
like its foray into credit-default swaps.  WSJ says that the
committee reviewed and approved risk-taking decisions.  WSJ notes
that the committee remains unchanged.  Company documents say that
at least five of the 10 committee members have served for years,
while others served as far back as 2003 and 2004.  WSJ states that
the risk-committee members include:

     -- Robert Lewis, AIG's chief risk officer since 2004;

     -- Kevin McGinn, chief credit officer and chairman of the
        committee;

     -- Win Neuger, chief executive of AIG Investments;

     -- William Dooley, chief of AIG's financial-services
        division, which includes the financial-products unit that
        sold the credit-default swaps; and

     -- Barbara-Ann Livanou, director of financial institutions
        in the credit-risk-management department.

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

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

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

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

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

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

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

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


AMERICAN INT'L: Must Tread Slowly & Carefully, Experts Say
----------------------------------------------------------
As executives from American International Group Inc. huddle with
marketing experts to craft a fresh identity for a new commercial
and personal lines holding company, experts in corporate branding
warn that acting too quickly or superficially could backfire,
according to the most recent issue of A.M. Best Co.'s BestWeek
U.S./Canada.

"What you will see from us in the near term is an effort to
rebrand our businesses to best protect and enhance the value of
our franchise," John Q. Doyle, AIU Holdings' new president and
chief executive for property/casualty, told BestWeek.  AIU
Holdings was created by AIG to separate out its holding companies.

Also, in BestWeek Europe, as the insurance sector contemplates the
disarray of the financial markets, Lloyd's said it believes it has
reason to be pleased with its innately cautious attitude toward
investment.  When some rivals were reporting investment losses in
2008, Lloyd's turned in an investment profit of
957 million pounds (US$1.37 billion).

In BestWeek U.S./Canada, the still-simmering furor over
$165 million in bonuses paid to some American International Group
Inc. employees has so gripped Capitol Hill it has left the
industry's top lobbyists and trade associations unable to find
attention for anything else, advocates say.

A.M. Best also relates that a group of federal lawmakers is
seeking an investigation into some $50 billion in collateral on
credit default swap contracts that AIG paid to major banks and
financial.

BestWeek is published by A.M. Best Co. for insurance
professionals.


APPALACHIAN OIL: May Be Evicted From More Than Half of Its Stores
-----------------------------------------------------------------
Jeff Keeling at Kingsport Times-News Online reports that Appco
might be evicted from more than half its stores, after its biggest
landlord, Management Properties Inc., asked the U.S. Bankruptcy
Court for the Eastern District of Tennessee to lift the automatic
stay.

Kingsport Times relates that Management Properties is asking for
adequate protection or a guarantee that Appco and its current
owner, Titan Global Holdings, can assure that it will get back the
rent it is due since the Debtor's bankruptcy filing in February.
The Court will hold a hearing on the motion on April 8, a day
after Appco's final hearing on its post-petition financing,
Kingsport Times states.

Kingsport Times says that in temporary financing agreements that
Appco worked out with its secured creditor, Greystone Credit, and
several vendors who agreed to trade financing terms, the Debtor
would pay Management Properties $150,000 from store proceeds for
the week of March 16.  Management Properties said in court
documents that Appco paid it just half that amount on March 20 and
that it is still owed about $198,362 in post-petition rent.  Some
$162,854 in additional rent will be due Wednesday, according to
court documents.

Kingsport Times quoted Management Properties President Jeff
Benedict as saying, "The motions ask that the bankruptcy court
either assure us that the rent will be paid or allow us to seek
the return of the properties. . . .  Unfortunately, there is a
great deal of rent past due, as well as the 2008 property taxes on
the properties, which under the leases Appco was obligated to pay.
Because the unpaid rent increases with every passing day, we need
to be in a position to recover the properties if that becomes
necessary."

As reported by the Troubled Company Reporter on February 13, 2009,
Appco filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Eastern District of Tennessee.

                    About Appalachian Oil

Bountville, Tennessee-based Appalachian Oil Co. is a fuel
distributor and operator of 60 convenience stores.  It has
22.5 million-gallon terminal serving customers in six states.

Titan Global Holdings purchased Appco in September 2007.  Appco
operates 55 stores in Northeast Tennessee, Southwest Virginia, and
Southeast Kentucky.

As reported by the Troubled Company Reporter on February 12, 2009,
Appalachian Oil sought Chapter 11 protection before the U.S.
Bankruptcy Court for the Eastern District of Tennessee February 9,
2009.  The Company's creditors with the biggest unsecured claims
are BP Plc's Amoco/BP, owed $2.41 million, and fuel distributor
Crescent Oil Co., owed $1.64 million.


ASARCO LLC: Court to Hold Disclosure Statement Hearing on April 28
------------------------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas will convene a hearing on April 28,
2008, to consider the adequacy of any disclosure statement filed
in the cases of ASARCO LLC and its debtor affiliates supporting
the Third Amended Joint Plan of Reorganization dated March 16,
2009.

The Debtors previously asked the Court to set deadlines and
uniform discovery procedures to govern the approval of their
renewed settlement and release agreement with Sterlite (USA), the
approval of the Third Amended Disclosure Statement; and
confirmation of the Third Amended Plan.

Under their case management request, the Debtors also sought
approval of the Disclosure Statement Objection Deadline Notice
and guidance from the Court on the procedure for conducting the
confirmation hearing as it relates to the entry of a channeling
injunction under Section 524(g) of the Bankruptcy Code.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that the Debtors filed their Case Management Request in
advance of the March 13, 2009 status conference on plan-related
matters so the Court could have a roadmap of the timeline they
propose for Plan confirmation and related issues.  As a
Disclosure Statement has been filed March 16, the Debtors urged
the Court to promptly address and enter an order in connection
with a Notice related to the consideration of the Disclosure
Statement.  The Debtors do not believe an expedited consideration
of the Notice portion of the Case Management Request will
prejudice any of the creditors or parties-in-interest, but
instead will enable them to move forward to confirmation in a
timely manner.

Accordingly, the Court set a date for the Disclosure Statement
hearing.  At the Debtors' request, Judge Schmidt also set
April 17, 2009, as the deadline for filing objections to the
Disclosure Statement.

The Debtors' balloting agent is directed to serve the Disclosure
Statement Notice without delay on each of the Debtors' creditors,
equity security holders, and other parties-in-interest, who, as
of March 16, 2009, either (i) has filed a proof of claim or
interest, (ii) is listed in the Debtors' schedules of assets and
liabilities, or (iii) has filed a notice of appearance in the
bankruptcy cases requesting service of pleadings.

The Balloting Agent will also serve a copy of any plan of
reorganization and disclosure statement filed in the Debtors'
cases on these parties:

  -- counsel for the Debtors;

  -- counsel for the Official Committee of Unsecured Creditors;

  -- counsel for the Official Committee of the Asbestos
     Subsidiary Debtors;

  -- counsel for the Future Claims Representative;

  -- counsel for the United States Department of Justice,
     Environment and Natural Resources Division;

  -- the Examiner;

  -- counsel to the Parent;

  -- the United States Trustee;

  -- the Securities and Exchange Commission;

  -- counsel for Wells Fargo Bank, N.A., counsel for Deutsche
     Bank Trust Company Americas and counsel for Wilmington
     Trust Company, each in their capacities as Indenture
     Trustee; and

  -- any party-in-interest, who requests a copy of the
     Disclosure Statement or Plan from the Balloting Agent.

In the event Asarco Incorporated and Americas Mining Corporation,
as the Debtors' Parent, file a competing plan and disclosure
statement, the Balloting Agent will serve that plan and
disclosure statement on the notice parties at the Parent's
expense.

The Court also asked the Debtors and the parties-in-interest in
attendance at the March 13 status conference to confer and attempt
to reach a consensus in connection with the procedures and
remaining deadlines set forth in the Debtors' Case Management
Request.  Judge Schmidt advised the parties he would be available
on March 31, 2009, to conduct a follow up status conference to
address any open issues.

Hence, the Debtors notified all parties-in-interest that a second
status conference to consider any open issues in connection with
the Case Management Request will be held on March 31, 2009.  If
the parties are unable to reach a consensual agreement as to the
unresolved issues, the Debtors intend to submit to the Court for
approval at the Second Status Conference a revised proposed case
management order.

Judge Schmidt clarified that the dates set forth in the currently
approved CMO do not limit or restrict the Court from establishing
other deadlines and hearing dates in connection with the Parent's
disclosure statement, nor does it preclude the Court from
considering that disclosure statement on a parallel track.

On March 18, the Debtors filed with the Court blacklined copies of
their:

  (1) Second Amended Joint Plan of Reorganization dated
      September 25, 2008, compared to the Third Amended Joint
      Plan of Reorganization dated March 16, 2009;

  (2) Disclosure Statement in support of the Second Amended
      Plan compared to the Disclosure Statement in support of
      the Third Amended Plan; and

  (3) the Uniform Glossary of Defined Terms for Plan Documents
      attached as Exhibit A to the Second Amended Disclosure
      Statement compared to the Uniform Glossary of Defined
      Terms for Plan Documents attached as Exhibit A to the
      Third Amended Disclosure Statement.

Full-text copies of the blacklined Plan documents can be obtained
for free at:

http://bankrupt.com/misc/ASARCO_3rdPlan_3rdDS_Blacklined.pdf

The Third Amended Plan contemplates the sale of substantially all
of ASARCO LLC's operating assets to Sterlite (USA), Inc., for
$1.7 billion, pursuant to a renewed sale and purchase agreement
among the parties dated March 6, 2009.

The previous versions of ASARCO's Chapter 11 Plan also embodied
the sale of its assets to Sterlite at the initial offer of
$2.6 billion.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


ASARCO LLC: Court to Consider New Sterlite Deal on April 13
-----------------------------------------------------------
ASARCO LLC and its debtor affiliates have formally informed Judge
Richard Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas of their modified sale transaction and
settlement with Sterlite (USA), Inc., on March 11, 2009.

Judge Schmidt said he will consider approval of the Debtors' new
Sterlite Settlement on April 13, 2009.  Parties-in-interest have
until April 1 to file objections to the request.  ASARCO
previously set the hearing for the Sterlite Settlement approval
for April 9.

The new Sterlite purchase and sale agreement, which will be
implemented under an amended plan of reorganization, provides for
the sale of ASARCO's operating assets to Sterlite for $1.1
billion in cash, a secured $600 million note, and Sterlite's
assumption of certain liabilities.

Under the Sterlite Settlement, ASARCO has agreed to a release of
the Debtors' claims for breach of the Original Sterlite PSA as
part of a global compromise, but only on the occurrence of
certain limited conditions, including the termination of the New
Sterlite PSA due to these reasons:

  * Failure to meet any of these deadlines:

      -- Approval of the Sterlite disclosure statement by
         May 31, 2009, which may be extended through July 1;

      -- Confirmation of the Sterlite Plan by August 31, 2009,
         which may be extended through September 30;

      -- closing of the Sterlite sale by November 30, 2009,
         which may be extended through December 31;

  * ASARCO's breach of any representation, warranty or covenant,
    which would result in a failure of a condition to Sterlite's
    obligation to close and which is not cured pursuant to the
    New Sterlite PSA; or

  * Rejection by asbestos or governmental environmental
    creditors if the Sterlite Plan is submitted for voting.

The Debtors subsequently delivered to the Court their Third
Amended Joint Plan of Reorganization and Disclosure Statement on
March 16, 2009, which embodies the New Sterlite PSA.

The hearing for the approval of the Third Amended Disclosure
Statement has been set for April 28, 2009.  Deadline to file
Disclosure Statement objections is April 17.  The confirmation
hearing for the Third Amended Plan has been scheduled for June 29
to July 2, 2009, which may be extended through July 6 to 7.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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



ASARCO LLC: Prevails Over Fireman's Fund on Asbestosis Issue
------------------------------------------------------------
Judge J. Manuel Banales of the 105th Judicial District Court of
Nueces County, in Texas, ruled on March 11, 2009, that
"asbestosis" exclusion bars coverage only for asbestosis claims,
and does not bar coverage for claims involving mesothelioma, lung
cancer, pleural plaques or any other asbestos-related disease,
according to a statement released by Anderson Kill & Olick, P.C.,
ASARCO LLC's special insurance counsel.

The ruling came in an action brought by ASARCO on the scope of an
asbestosis exclusion sold by Fireman's Fund Insurance Company.
The Action is entitled ASARCO LLC, et al. v. Fireman's Fund Ins.
Co., et al., No. 01-2680-D (105th Jud. Dist. Ct. Nueces County
Tex. Mar. 11, 2009).  ASARCO sought a partial summary judgment
ruling that the "exclusion" applied only to claims arising from a
specific disease known as asbestosis.

In opposition, Fireman's Fund argued that the exclusion barred
coverage for all asbestos-related diseases.  According to
Reuters, Fireman's Fund responded to ASARCO's request for summary
judgment saying that the move is a "disingenuous attempt" by
ASARCO to obtain a potential $60,000,000 windfall for claims
meant to be excluded from insurance coverage.

In siding with ASARCO, the Judicial District Court's decision
deals a severe blow to Fireman's Fund and impacts other insurance
companies with such exclusions.  On the other hand, it is a major
victory for policyholders, seeking insurance coverage for
asbestos liabilities.  It also benefits all policyholders,
seeking to enforce the plain meaning of insurance policy language
and a narrow construction of any exclusionary language.

Rhonda D. Orin, managing partner in the Washington, D.C. office
of Anderson Kill and lead insurance counsel to ASARCO, said in a
statement, "We are pleased with this ruling because we believe it
essentially calls a spade a spade.  The ruling simplifies the
case considerably and eliminates an unnecessary factual issue."

"The ruling will affect more than 100,000 claimants," Ms. Orin
told Reuters in a phone interview.  "It's a partial summary
judgment -- meaning the case isn't over, but this issue is over.
It is now the law of the case," Ms. Orin further commented.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


ASARCO LLC: Modifies Amarillo Plant Work Schedule; Shuts Smelter
----------------------------------------------------------------
In a statement released March 18, 2009, ASARCO LLC said it is
planning to modify work schedules for some employees at its
Amarillo Copper Refinery in the coming months in response to
market conditions and internal production requirements.  Starting
on the week of March 23, the refinery will implement one 32-hour
workweek at the tankhouse and schedule 32-hour workweeks for the
entire month of April at the rod and cake plants.  Nevertheless,
ASARCO expects to meet all existing customer needs.  It also
expects to return to normal work schedules if demand from
customers increases.

A reduced work schedule was implemented at the rod and cake plants
in February.  Both plants were shut down during the second week of
March.

"These measures have been necessary to bring production and
inventory into line with sales," said Joseph F. Lapinsky,
president and chief executive officer at ASARCO.  "When better
market conditions prevailed in previous periods, we gave our
employees overtime to keep inventory and sales in balance," he
added.

The modification of work schedules at Amarillo also is
necessitated by the annual maintenance shut down of ASARCO's
Hayden Copper Smelter in Arizona, which is planned for
approximately six weeks, from mid-May to the end of June.  During
the maintenance shutdown, the smelter is planning to utilize
employees to rebuild the furnace and perform other essential
tasks.  The maintenance shutdown will reduce feed material to the
refinery, thus, resulting in the measures taken at the Amarillo
Refinery.

"We are trying very hard to manage through current market and
operational conditions with the least impact to our employees,"
Mr. Lapinsky said.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
and investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.

When ASARCO LLC filed for protection from its creditors, it listed
US$600 million in total assets and US$1 billion in total debts.

ASARCO LLC has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos.
05-20521 through 05-20525).  They are Lac d'Amiante Du Quebec
Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company,
Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Sander L.
Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in
Dallas, Texas, represents the Official Committee of Unsecured
Creditors for the Asbestos Debtors.  Former judge Robert C. Pate
has been appointed as the future claims representative.  Details
about their asbestos-driven Chapter 11 filings have appeared in
the Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006.  (Bankr. S.D. Tex. Case No. 06-20774
to 06-20776).

Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta
Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining &
Development Co., Ltd., Peru Mining Exploration & Development Co.,
and Green Hill Cleveland Mining Co. filed for Chapter 11
protection on April 21, 2008.  (Bank. S.D. Tex. Case No. 08-20197
to 08-20202).

The Debtors submitted to the Court a joint plan of reorganization
and disclosure statement on July 31, 2008.  The plan incorporates
the sale of substantially all of the Debtors' assets to Sterlite
Industries, Ltd., for US$2,600,000,000.

Americas Mining Corporation, an affiliate of Grupo Mexico SAB de
CV, submitted a reorganization plan to retain its equity interest
in ASARCO LLC, by offering full payment to ASARCO's creditors in
connection with ASARCO's Chapter 11 case.  AMC would provide up to
US$2.7 billion in cash as well as a US$440 million guarantee to
assure payment of all allowed creditor claims, including payment
of liabilities relating to asbestos and environmental claims.
AMC's plan is premised on the estimation of the approximate
allowed amount of the claims against ASARCO.

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


BANK OF AMERICA: Investors Sue Bank Over Agape World Loss
---------------------------------------------------------
Jessica Papini at The Wall Street Journal reports that investors
represented by Jacob Zamansky of Zamansky & Associates have filed
a lawsuit against Bank of America Inc. and several futures
brokerage firms including MF Global Ltd., TransAct Futures, and
Alaron over losses they claimed they incurred due to an alleged
Ponzi scheme perpetuated by Agape World Inc.  The investors are
seeking monetary damages.

According to court documents, the investors claimed that Bank of
America and other brokerage firms helped out Agape World President
and owner Nicholas Cosmo in his alleged $370 million Ponzi scheme
and played a major role in the loss of investors' funds.  WSJ
states that Mr. Cosmo surrendered to federal authorities in
January, and was charged with allegedly operating the Ponzi
scheme.  According to the report, the Commodity Futures Trading
Commission filed a civil case against Cosmo in January, claiming
that he didn't disclose to investors that their money was invested
in commodities.

The investors said in court documents that "from the start, Bank
of America played an integral role in that scheme providing
Agape's and Cosmo's scheme with substantial assistance. . . .
without Bank of America's participation, the scheme would not have
succeeded and grown to such an enormous size. . . .  Bank of
America established, equipped and staffed a branch office at the
heart of Agape's headquarters . . . with Bank of America's
knowledge, this branch assisted, facilitated, and furthered the
fraudulent scheme."

Court documents say that Bank of America assigned one or more
representatives to work directly out of Mr. Cosmo's office.
According to court documents, Bank of America provided its onsite
representatives at Agape World with bank equipment and computer
systems to allow direct access to the bank's accounts and systems,
and "Bank of America's onsite representatives had actual knowledge
Mr. Cosmo was commingling investor money, diverting investor money
to his own accounts, engaging in virtually no legitimate business
whatsoever and speculatively trading investor money in the
commodities and futures markets."

WSJ relates that MF Global, TransAct, and Alaron, which are
futures and commodities trading firms or merchants, provided
substantial assistance to Cosmo, from November 2007 to January
2009.  Those firms established trading accounts for Mr. Cosmo and
Agape World, even though Mr. Cosmo was barred for life by FINRA
from association with any investment broker-dealer, court
documents say.

                        About Agape World

Hauppauge-based Agape World Inc. -- http://www.agapeworldinc.net/
-- is a private bridge lender since 1999.

As reported by the Troubled Company Reporter on February 16, 2009,
the Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the
Eastern District of New York approved investors' Agape World Inc.
of petition to put the company into Chapter 7 bankruptcy
protection.

                      About Bank of America

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

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

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

As reported by the Troubled Company Reporter on March 27, 2009,
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.


BERNARD L. MADOFF: U.K. Units Allegedly Played Key Role in Scheme
-----------------------------------------------------------------
Glynn Powell, a case controller at U.K.'s Serious Fraud Office,
said that Bernard Madoff's U.K. operations played a significant
role in the Ponzi scheme, Cassell Bryan-Low at The Wall Street
Journal reports.

According to WSJ, the Serious Fraud Office launched a criminal
investigation into Mr. Madoff's U.K. business earlier this year.

WSJ relates that U.K. authorities investigating the Ponzi scheme
said that they believe that Mr. Madoff wasn't alone in conducting
the fraud.  They said that they would start filing charges within
months against those they believed were involved, WSJ states.

The Serious Fraud Office, according to WSJ, said that Ruth Madoff
received $2 million in payments from the U.K. business of Mr.
Madoff, her husband, in November 2008, weeks before he was
arrested.

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

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

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

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

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


BWAY CORP: S&P Assigns 'B-' Rating on $228 Mil. Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
rating (two notches lower than the 'B+' corporate credit rating)
to Bway Corp.'s proposed $228 million senior subordinated notes
due 2014.  Standard & Poor's also assigned a recovery rating of
'6', indicating expectation of negligible (0%-10%) recovery in the
event of a payment default.

In addition, Standard & Poor's affirmed its existing ratings on
the company, including its 'B+' corporate credit rating.  The
outlook remains stable.

Bway will use proceeds from its proposed notes to refinance $200
million of existing subordinated notes, due October 2010.  "Our
ratings on the proposed notes are based on preliminary terms and
conditions," said Standard & Poor's credit analyst Paul Kurias.
As of Dec. 31, 2008, the company had about $468 million in
adjusted debt outstanding (including capitalized operating leases,
and tax-adjusted unfunded post-retirement benefit obligations).

"The ratings on Bway Corp. reflect the company's highly leveraged
financial profile that offsets its business position as a leading
producer of metal and plastic general-line containers, including
those used in the paint can market," added Mr. Kurias.  Atlanta,
Ga.-based Bway, with annual sales of approximately $1 billion,
mainly produces plastic containers and general-line metal
containers used for packaging paints, solvents, and household
products in the U.S. market.  Bway is also the third-largest
producer in North America of aerosol cans, which represent
approximately 12% of the company's sales.  In June 2007, Bway
Holding Co., the parent holding company of Bway Corp., became a
publicly listed company after its shareholders decided to sell a
portion of their holdings through an IPO.  Bway did not receive
any proceeds from the offering.

The outlook is stable.  Benefits from ongoing cost-reduction
measures, positive free cash generation, and appropriate credit
measures should offset weak demand from key markets, thereby
providing ratings stability.  The rating does not factor in large
acquisitions.  S&P could lower the ratings if operating
performance unexpectedly deteriorates from current levels; if,
against S&P's expectations, the company is unable to successfully
refinance its $200 million subordinated debt in a timely manner so
that refinancing risk is reduced; or if leverage increases for
reasons including greater-than-expected working capital
requirements, which cannot be funded by cash generation.  S&P will
also lower ratings if the cushion under the company's covenants
declines below S&P's base case expectations and declines into the
single-digit-percentage levels without clear prospect for
improvement.


CANARGO ENERGY: Faces Delisting After NYSE Rejects Compliance Plan
------------------------------------------------------------------
CanArgo Energy Corporation (NYSE Alternext US: CNR) (OSLO: CNR)
said that on March 27, 2009, it was notified by the Staff of the
NYSE Alternext US LLC that the Staff had determined that the
Company's Plan to regain compliance with its deficiencies in
meeting the continued listing requirements previously submitted to
the Exchange did not make a reasonable demonstration of its
ability to regain compliance by the end of the Plan Period and
that it was initiating immediate delisting proceedings.  The
Company does not intend to appeal the Exchange's decision and the
Company expects the Exchange's decision to become final on or
before April 3, 2009.

The Company was notified by the staff of the Exchange, January 5,
2009, that the Staff had determined, following a review of
publicly available information, that the Company was not in
compliance with Section 1003(a)(iv) of the NYSE Alternext Company
Guide in that it had sustained losses which were so substantial in
relation to its overall operations or its existing financial
resources, or its financial condition had become so impaired that
it appeared questionable, in the opinion of the Exchange, as to
whether the Company would be able to continue its operations or
meet its obligations as they mature.

The Exchange further notified the Company that, as a result of the
Company's low share price of its common stock, the Company's
common stock may not be suitable for auction market trading. In
accordance with Section 1003(f)(v) of the Company Guide, the
Exchange notified the Company that it deemed it appropriate under
the circumstances for the Company to effect a reverse stock split
to address its low selling price and if a reverse stock split was
not completed within a reasonable timeframe, the Exchange would
consider suspending dealings in, or delisting, the Company's
common stock.

Finally, as a result of the resignation of one of its independent
directors the Company was no longer in compliance with Sections
803 (A)(1) and Section 803(B)(2)a of the Company Guide, which
require, respectively, that at least a majority of the Company's
directors are independent and that the Company's audit committee
be comprised of at least three independent directors.
Specifically, the Company currently only has two independent
directors of the four directors on the Company's Board of
Directors and an audit committee composed of only two members.

The Company was offered an opportunity to file a plan with the
Exchange of the steps it intended to take to regain compliance
with the continued listing requirements of the Exchange within
certain designated periods.  The Company submitted its plan of
compliance on February 17, 2009.

On March 27, 2009, the Company was notified by the Staff that it
had determined, following a review of the Plan, that the Plan did
not make a reasonable demonstration of the Company's ability to
regain compliance with the Exchange's continued listing standards
by the end of the Plan Periods based upon these reasons:

   -- the Staff's concerns that due to the Company's current
      severely impaired financial condition it would be unable to
      restructure its outstanding subordinated debt, which is
      currently in default, thereby precipitating possible
      bankruptcy proceedings;

   -- the severity of the Company's financial impairment could
      result in an inability to secure audited financial
      statements timely thereby delaying the filing of CanArgo's
      Form 10-K for the fiscal year ended December 31, 2008, by
      the required date of March 31, 2009 (violating Sections 134
      and 1101 of the Company Guide);

   -- there was significant uncertainty regarding the Company's
      ability to receive the funds it is seeking in litigation
      against the defaulting standby underwriters in its rights
      offering concluded in October 2008 by the end of the Plan
      Period; and

   -- the Company's common stock was continuing to trade at
      extremely low levels.

Due to the nature and severity of the deficiencies, as well as the
triggering of these additional deficiencies, Staff determined to
apply commentary .01 of Section 1009 of the Company Guide and not
offer the Company an opportunity to submit a plan of compliance
related to these deficiencies.  Based on the foregoing, the Staff
has concluded that it was appropriate to initiate immediate
delisting proceedings at this time.

The Exchange intends to strike the Company's common stock from the
Exchange by filing a delisting application with the Securities and
Exchange Commission pursuant to Section 1009(d) of the Company
Guide.  The Company does not intend to appeal the Exchange's
decision and the Company expects the Exchange's decision to become
final on or before April 3, 2009.

CanArgo Energy Corporation (AMEX: CNR) -- http://www.canargo.com/
-- is a U.S. company registered in the State of Delaware with
headquarters in St. Peter Port, Guernsey, Channel Islands.  The
company has oil and gas operations currently located in Tbilisi,
Georgia.

                           *     *     *

CanArgo Energy failed to file its Annual Report on Form 10-K for
the year ended December 31, 2008, by the March 16, 2009 deadline.
On January 5, 2009, the Company failed to make interest payments
under its outstanding Senior Subordinated Convertible Guaranteed
Notes, due September 1, 2009, and its 12% Subordinated Convertible
Guaranteed Notes, due June 28, 2010.  The Company is continuing
its negotiations with certain of the Note holders with a view to
addressing the defaults.  There can be no assurance, however, that
the negotiations will be successfully concluded.  The Company's
management team and finance and accounting personnel have been
focused on the negotiations.

The Company reported a net loss for 2008 of $57.8 million compared
to a net loss for 2007 of $53.8 million. This was due to lower
Income from Discontinued Operations, net of taxes and minority
interest offset partially by improved Losses from Continuing
Operations before taxes.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on March 18, 2008,
L J Soldinger Associates LLC expressed substantial about CanArgo
Energy Corporation's ability to continue as a going concern after
it audited the company's consolidated financial statements for
the year ended Dec. 31, 2007.  The auditor reported that the
company has incurred net losses since inception and does not have
sufficient funds to execute its business plan or fund operations
through the end of 2008.

The company has said that its ability to continue as a going
concern is dependent upon raising capital through debt or equity
financing on terms acceptable to the company in the immediate
short-term.  If the company is unable to obtain additional funds
when these are required or if the funds cannot be obtained on
terms favorable to the company, it may be required to delay, scale
back or eliminate its exploration, development and completion
program or enter into contractual arrangements with third parties
to develop or market products that the company would otherwise
seek to develop or market itself, or even be required to
relinquish its interest in its   properties or in the extreme
situation, cease operations altogether.


CHARTER COMMUNICATIONS: Files for Chapter 11 to Cut $8BB in Debts
-----------------------------------------------------------------
Charter Communications, Inc., and certain of its subsidiaries
filed voluntary Chapter 11 petitions with the United States
Bankruptcy Court for the Southern District of New York on
March 27, 2009.

The Debtors will continue to operate their businesses and manage
their properties as debtors-in-possession under the jurisdiction
of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code.

Charter expects to reduce debt by roughly $8 billion as part of
its restructuring.

On February 12, 2009, the Company reached agreements-in-principle
with members of a committee of certain of the Company's debt
holders.  The agreements-in-principle contemplate the investment
by members of the Bondholder Committee of more than $3 billion,
including up to $2 billion in equity proceeds, $1.2 billion in
roll-over debt and $267 million in new debt to support the overall
refinancing.  Charter expects the proposed restructuring to
position the Company to generate positive free cash flow through
significant interest expense reductions.  The Company has been
working closely with the Bondholder Committee to finalize a
pre-arranged plan of reorganization and related documents and
agreements based upon the agreements-in-principle,

Consistent with the terms of the agreements-in-principle, Charter
filed its Pre-Arranged Plan and Chapter 11 petitions with the
Court.  Charter's Pre-Arranged Plan is supported by Paul G. Allen
and affiliates of Paul G. Allen and by the Bondholder Committee
consisting of (a) parties holding approximately 73% in principal
amount of the 11.00% Senior Secured Notes due 2015 of CCH I, LLC
and (b) parties holding approximately 52% in principal amount of
the 10.25% Senior Notes due 2010 and 2013 of CCH II, LLC.  Paul G.
Allen will continue as an investor, and will retain the largest
voting interest in the Company.

Trade creditors are to be paid in full under Pre-Arranged Plan.
The Plan calls for the reinstatement of the current debt of
Company subsidiaries CCO Holdings, LLC and Charter Communications
Operating, LLC.  The Company has paid, and intends to continue to
pay, on a current basis in accordance with existing terms on the
secured debt.  The unsecured notes at CCO Holdings, LLC will
continue to accrue interest that will be paid upon emergence.

"The financial restructuring is good news for Charter and our
customers and, if approved, will result in Charter being better
positioned to deliver the products and services our customers
demand now and in the future," said Neil Smit, President and Chief
Executive Officer.  "The support of our bondholders and their new
investment in Charter also underscores their confidence in our
company and business.  Charter's operations are strong, and
throughout this process, we will continue serving our customers as
usual.  We look forward to an expeditious restructuring, and once
completed, we believe that Charter will be a stronger company."

As reported by the Troubled Company Reporter on February 19, 2009,
Charter reached an agreement in principle with holders of certain
of its subsidiaries' senior notes holding roughly $4.1 billion in
aggregate principal amount of notes issued by subsidiaries CCH I,
LLC and CCH II, LLC.  In addition to the Restructuring Agreements,
the Noteholders entered into commitment letters with Charter,
pursuant to which they have agreed to exchange and purchase, as
applicable, certain securities of Charter.

A full-text copy of the Restructuring Agreement is available for
free at http://ResearchArchives.com/t/s?3996

A full-text copy of the Commitment Letter is available for free
At http://ResearchArchives.com/t/s?3997

A full-text copy of the Term Sheet For Proposed Joint Chapter 11
Plan of Reorganization, filed with the Securities and Exchange
Commission in February, is available for free at
http://ResearchArchives.com/t/s?3998

Aside from filing for bankruptcy by April 1, 2009, the
Restructuring Agreements and Commitment Letters require the
Debtors to obtain:

   -- approval of a disclosure statement reasonably acceptable to
      Charter and the holders of a majority of the CCH I Notes
      held by the ad-hoc committee of certain Noteholders by the
      50th day following the bankruptcy petition date; and

   -- confirmation of a bankruptcy plan reasonably acceptable to
      Charter and the Requisite Holders by the 130th day after
      the Bankruptcy petition date.

                  Charter Won't Seek DIP Financing

Charter expects that cash on hand and cash from operating
activities will be adequate to fund its projected cash needs as it
proceeds with its financial restructuring and therefore does not
intend to seek DIP financing.

In conjunction with the filing, the Company also filed a variety
of customary motions to continue to support its employees,
customers and vendors during the financial restructuring process.
The Company has filed motions seeking permission to continue
employee wage and benefits programs, and honor current customer
programs without interruption, and to pay trade creditor balances
and fees to Local Franchise Authorities incurred before and after
the filing in full and in the normal course.

                     Bankruptcy Professionals

Charter has retained Kirkland & Ellis LLP as legal counsel, Lazard
as financial advisor and AlixPartners LLP as restructuring
advisor.  Kurtzman Carson Consultants serves as claims and notice
agent.

The Bondholder Committee is represented by Paul, Weiss, Rifkind,
Wharton & Garrison LLP as legal counsel, and its financial
advisors are Houlihan Lokey Howard & Zukin Capital, Inc., and UBS
Securities LLC.

Charter also appointed Gregory L. Doody as its Chief Restructuring
Officer.  In this role, Mr. Doody will help oversee the financial
restructuring process, thereby minimizing the impact of the
restructuring process on Charter's day-to-day operations.  He has
led successful in-court and out-of-court restructurings, including
Calpine Corporation and HealthSouth Corporation.

                   About Charter Communications

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

On March 16, 2009, Charter filed its Annual Report on Form 10-K
with the Securities and Exchange Commission, which contained a
going concern modification to the audit opinion from its
independent registered public accounting firm.  A full-text copy
of Charter's Annual Report is available at no charge at:

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

As of December 31, 2008, Charter had $13.8 billion in total
assets; $1.4 billion in total current liabilities, $21.5 billion
in total long-term debt; and $10.5 billion in stockholders'
deficit.  The Company posted a $2.4 billion net loss for year 2008
on revenues of $6.4 billion.


CHARTER COMMUNICATIONS: Case Summary & 80 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Charter Communications Inc.
        12405 Powerscourt Drive
        St. Louis, MO 63131

Bankruptcy Case No.: 09-11435

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Ausable Cable TV, Inc.                             09-11434
Hometown TV, Inc.                                  09-11436
Plattsburgh Cablevision, Inc.                      09-11437
Charter Communications Entertainment I, LLC        09-11439
Falcon First Cable of New York, Inc.               09-11441
Charter Communications Holding Company, LLC        09-11442
CCHC, LLC                                          09-11443
Charter Communications Holdings, LLC               09-11444
CCH I Holdings, LLC                                09-11445
CCH I, LLC                                         09-11446
CCH II, LLC                                        09-11447
CCO Holdings, LLC                                  09-11448
Charter Communications Operating, LLC              09-11449
American Cable Entertainment Company, LLC          09-11450
Athens Cablevision, Inc.                           09-11451
Cable Equities Colorado, LLC                       09-11452
Cable Equities of Colorado Management Corp.        09-11454
CC 10, LLC                                         09-11455
CC Fiberlink, LLC                                  09-11456
CC Michigan, LLC                                   09-11457
CC Systems, LLC                                    09-11458
CC V Holdings, LLC                                 09-11459
CC VI Fiberlink, LLC                               09-11460
CC VI Operating Company, LLC                       09-11461
CC VII Fiberlink, LLC                              09-11462
CC VIII Fiberlink, LLC                             09-11463
CC VIII Holdings, LLC                              09-11464
CC VIII Leasing of Wisconsin, LLC                  09-11465
CC VIII Operating, LLC                             09-11466
CC VIII, LLC                                       09-11468
CCH I Capital Corp.                                09-11469
CCH I Holdings Capital Corp.                       09-11470
CCH II Capital Corp.                               09-11471
CCO Fiberlink, LLC                                 09-11472
CCO Holdings Capital Corp.                         09-11473
CCO NR Holdings, LLC                               09-11475
CCO Purchasing, LLC                                09-11476
Charter Advertising of Saint Louis, LLC            09-11477
Charter Cable Leasing of Wisconsin, LLC            09-11478
Charter Cable Operating Company, LLC               09-11479
Charter Cable Partners, LLC                        09-11480
Charter Communications Entertainment, LLC          09-11482
Charter Communications Entertainment I, DST        09-11485
Charter Communications Entertainment II, LLC       09-11486
Charter Communications Holdings Capital Corp       09-11487
Charter Communications Operating Capital Corp.     09-11488
Charter Communications Properties, LLC             09-11489
Charter Communications V, LLC                      09-11490
Charter Communications Ventures, LLC               09-11491
Charter Communications VI, LLC                     09-11492
Charter Communications VII, LLC                    09-11493
Charter Communications, LLC                        09-11494
Charter Distribution, LLC                          09-11495
Charter Fiberlink - Alabama, LLC                   09-11496
Charter Fiberlink AR-CCVII, LLC                    09-11497
Charter Fiberlink AZ-CCVII, LLC                    09-11498
Charter Fiberlink CA-CCO, LLC                      09-11499
Charter Fiberlink CA-CCVII, LLC                    09-11500
Charter Fiberlink CC VIII, LLC                     09-11501
Charter Fiberlink CCO, LLC                         09-11502
Charter Fiberlink CT-CCO, LLC                      09-11503
Charter Fiberlink - Georgia, LLC                   09-11505
Charter Fiberlink ID-CCVII, LLC                    09-11506
Charter Fiberlink - Illinois, LLC                  09-11507
Charter Fiberlink IN-CCO, LLC                      09-11508
Charter Fiberlink KS-CCO, LLC                      09-11509
Charter Fiberlink LA-CCO, LLC                      09-11509
Charter Fiberlink MA-CCO, LLC                      09-11511
Charter Fiberlink - Michigan, LLC                  09-11512
Charter Fiberlink - Missouri, LLC                  09-11513
Charter Fiberlink MS-CCVI, LLC                     09-11514
Charter Fiberlink NC-CCO, LLC                      09-11515
Charter Fiberlink NC-CCVII, LLC                    09-11516
Charter Fiberlink - Nebraska, LLC                  09-11517
Charter Fiberlink NH-CCO, LLC                      09-11518
Charter Fiberlink NM-CCO, LLC                      09-11519
Charter Fiberlink NV-CCVII, LLC                    09-11520
Charter Fiberlink NY-CCO, LLC                      09-11521
Charter Fiberlink NY-CCVII, LLC                    09-11522
Charter Fiberlink OH-CCO, LLC                      09-11523
Charter Fiberlink OK-CCVII, LLC                    09-11524
Charter Fiberlink OR-CCVII, LLC                    09-11525
Charter Fiberlink SC-CCO, LLC                      09-11526
Charter Fiberlink SC-CCVII, LLC                    09-11527
Charter Fiberlink - Tennessee, LLC                 09-11528
Charter Fiberlink TX-CCO, LLC                      09-11529
Charter Fiberlink UT-CCVII, LLC                    09-11530
Charter Fiberlink VA-CCO, LLC                      09-11531
Charter Fiberlink VT-CCO, LLC                      09-11532
Charter Fiberlink WA-CCVII, LLC                    09-11533
Charter Fiberlink - Wisconsin, LLC                 09-11534
Charter Fiberlink WV-CCO, LLC                      09-11535
Charter Fiberlink, LLC                             09-11536
Charter Gateway, LLC                               09-11537
Charter Helicon, LLC                               09-11538
Charter Investment, Inc.                           09-11540
Charter RMG, LLC                                   09-11541
Charter Stores FCN, LLC                            09-11542
Charter Video Electronics, Inc.                    09-11543
Dalton Cablevision, Inc.                           09-11544
Enstar Communications Corporation                  09-11545
Falcon Cable Communications, LLC                   09-11546
Falcon Cable Media, a California Limited           09-11547
Partnership
Falcon Cable Systems Company II, L.P.              09-11548
Falcon Cablevision, a California Limited           09-11549
Partnership
Falcon Community Cable, L.P.                       09-11550
Falcon Community Ventures I, LP                    09-11551
Falcon First Cable of the Southeast, Inc.          09-11552
Falcon First, Inc.                                 09-11553
Falcon Telecable, a California Limited Partnership 09-11554
Falcon Video Communications, L.P.                  09-11555
Helicon Partners I, L.P.                           09-11556
HPI Acquisition Co., L.L.C.                        09-11557
Interlink Communications Partners, LLC             09-11558
Long Beach, LLC                                    09-11559
Marcus Cable Associates, L.L.C.                    09-11560
Marcus Cable of Alabama, L.L.C.                    09-11561
Marcus Cable, Inc.                                 09-11562
Midwest Cable Communications, Inc.                 09-11564
Peachtree Cable TV, L.P.                           09-11565
Peachtree Cable T.V., LLC                          09-11566
Renaissance Media LLC                              09-11567
Rifkin Acquisition Partners, LLC                   09-11568
Robin Media Group, Inc.                            09-11569
Scottsboro TV Cable, Inc.                          09-11570
Tennessee, LLC                                     09-11572
The Helicon Group, L.P.                            09-11573
Tioga Cable Company, Inc.                          09-11574
Vista Broadband Communications, LLC                09-11575

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

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

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

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

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

                     See http://www.charter.com/

Chapter 11 Petition Date: March 27, 2009

Court: United States Bankruptcy Court
       Southern District of New York

Judge: James M. Peck

Debtor's Counsel excluding
Charter Investment Inc.:   Richard M. Cieri, Esq.
                           Paul M. Basta, Esq.
                           Stephen E. Hessler, Esq.
                           Kirkland & Ellis LLP
                           Citigroup Center
                           153 East 53rd Street
                           New York, NY 10022-4611
                           Tel: (212) 446-4800
                           Fax: (212) 446-4900
                           http://www.kirkland.com/

Charter Investment,
Inc.'s Counsel:            Albert Togut, Esq.
                           Togut, Segal & Segal LLP
                           One Penn Plaza
                           New York, NY 10119
                           Tel: (212) 594-5000
                           Fax: (212) 967-4258
                           http://www.teamtogutlaw.com/

Debtors'
Conflicts Counsel:         Curtis, Mallet-Prevost,
                           Colt & Mosel LLP
                           101 Park Avenue
                           New York, New York 10178-0061
                           Tel: (212) 696-6000
                           Fax: (212) 697-1559
                           http://www.cm-p.com/

Debtors' Tax Advisors:     Ernst & Young LLP
                           5 Times Square
                           New York, NY 10036-6530
                           Tel: (212) 773 3000
                           Fax: (212) 773 6350
                           http://www.ey.com/

Debtors' Independent
Auditors:                  KPMG LLP
                           345 Park Avenue
                           New York, NY
                           http://www.kpmg.com/

Debtors' Valuation
Consultants:               Duff & Phelps LLC
                           55 East 52nd Street, Floor 31
                           New York, NY 10055
                           Tel: (212) 871 2000
                           http://www.duffandphelps.com/

Debtors' Financial
Advisors:                  Lazard Freres & Co. LLC
                           30 Rockefeller Plaza
                           New York, NY 10020
                           http://www.lazard.com/

Debtors' Restructuring
Consultants:               AlixPartners LLC
                           9 West 57th Street, Suite 3420
                           New York, NY 10019
                           Tel: (212) 490-2500
                           Fax: (212) 490-1344
                           http://www.alixpartners.com/

Debtors' Regulatory
Counsel:                   Davis Wright Tremaine LLP
                           1633 Broadway
                           New York, NY 10019-6708
                           Tel: (212) 489-8230
                           Fax: (212) 489-8340
                           http://www.dwt.com/

                           --- and ---

                           Friend Hudak & Harris LLP
                           Three Ravinia Drive, Suite 1450
                           Atlanta, Georgia 30346
                           Tel: (770) 399-9500
                           Fax: (770) 395-0000

Debtors' Claims Agent:     Kurtzman Carson Consultants LLC
                           1230 Avenue of the Americas, 7th Floor
                           New York, NY 10020
                           Tel: (866) 381-9100
                           http://www.kccllc.com/

The Debtors' financial condition as of December 31, 2008:

Total Assets: $13,881,617,723

Total Debts: $24,185,668,550

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of New York as            Bond Debt         $4,169,888,312
indenture trustee for holders
of 11% senior notes due
2015 issued by CCH I, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $2,081,181,435
indenture trustee for holders
of 10.25% senior notes due
2010 issued by CCH II, LLC
ATTN: Mary Callahan
North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Wilmington Trust as            Bond Debt         $867,783,041
indenture trustee for holders
of 8.75% senior notes due
2013 issued by CCO
Holdings, LLC
ATTN: Geoff Lewis
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1615
Tel: (302) 636-6438
Fax: (302) 636-4145

Bank of New York as            Bond Debt         $849,419,379
indenture trustee for holders
of 11.75% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $655,170,270
indenture trustee for holders
of 10.25% senior notes due
2013 issued by CCH II, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $596,131,365
indenture trustee for holders
of 13.5% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $494,308,378
indenture trustee for holders
of 6.5% convertible debt
due 2012 issued by Charter
Communications, Inc.
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $493,615,483
indenture trustee for holders
of 9.92% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $309,981,844
indenture trustee for holders
of 10% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $221,901,444
indenture trustee for holders
of 12.125% senior discount
notes due 2015 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $154,010,711
indenture trustee for holders
of 11.125% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $92,494,840
indenture trustee for holders
of 10% senior notes due
2009 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $76,966,531
indenture trustee for holders
of 12.125% senior discount
notes due 2012 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $72,073,593
indenture trustee for holders
of 10% senior notes due
2011 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $66,634,171
indenture trustee for holders
of 10.75% senior notes due
2009 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $61,251,527
indenture trustee for holders
of 13.5% senior discount
notes due 2011 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $56,546,624
indenture trustee for holders
of 11.75% senior discount
notes due 2011 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $53,733,667
indenture trustee for holders
of 9.92% senior discount
notes due 2011 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $47,975,019
indenture trustee for holders
of 11.125% senior notes
due 2011 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542


Bank of New York as            Bond Debt         $37,822,008
indenture trustee for holders
of 9.625% senior notes due
2009 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Home Box Office                Trade Debt        $25,679,303
ATTN: General Counsel
P.O. BOX 29697 GPO
New York, NY 10087
Tel: (212) 512-5807

Bank of New York as            Bond Debt         $17,854,788
indenture trustee for holders
of 10.25% senior notes due
2010 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Encore (Digital)               Trade Debt        $17,460,330
ATTN: General Counsel
8900 Liberty Circle
Englewood, CO 80112
Tel: (720) 852-7700
Fax: (720) 852-8555

Bank of New York as            Bond Debt         $16,026,991
indenture trustee for holders
of 11.75% senior discount
notes due 2010 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Showtime                       Trade Debt        $14,526,483
ATTN: General Counsel
PO Box 730240
Dallas, TX 75373-0240
Tel: (212) 708-1600
Fax: (212) 708-1217

Turner Network                 Trade Debt        $9,423,310
Television (TNT)
ATTN: General Counsel
PO Box 930198
Atlanta, GA 31193-0198
Tel: (404) 827-3977
FAX: (404) 827-2437

Cinemax                        Trade Debt        $6,574,546
ATTN: General Counsel
1100 Avenue of the
Americas
Grace Building, 7th Floor
Fed Ex # 115946021
New york, NY 10036
Tel: (212) 512-5807

TVN VOD                        Trade Debt        $6,318,828
ATTN: General Counsel
15301 Ventura Blvd.
Building E, Suite 3000
Sherman Oaks, CA 91403
Tel: (818) 526-5263

CSG Systems Inc.               Trade Debt        $5,438,166
ATTN: General Counsel
PO Box 3366
Omaha, NE 68176-0002
Tel: (402) 431-7000
Fax: (402) 431-7627

Lifetime                       Trade Debt        $4,914,917
ATTN: General counsel
PO Box 7247-6603
Philadelphia, PA 19170-6603
Tel: (212) 424-7206


Cable News Network             Trade Debt        $4,785,199
ATTN: General counsel
JPMorgan
PO Box 532450
Atlanta, GA 30353-2450
Tel: (404) 827-3977

WTBS - Turner                  Trade Debt        $4,509,709
Network Sales
ATTN: General Counsel
One CNN Center, Box 105366
ATLANTA, GA 30348-5366
Tel: (404) 827-3977

AMC                            Trade Debt        $4,174,893
ATTN: Lisa bedford
200 Jericho Quadrangle
3rd Floor
Jericho, NY 11753
Tel: (516) 803-5329

Fox Sports South               Trade Debt        $3,792,084
ATTN: General Counsel
File 55125
Los Angeles, CA 9007455125
Tel: (310) 557-4037

F/X                            Trade Debt        $3,737,383
ATTN: General Counsel
FILE # 56932
Los Angeles, CA 90074 -
6932
Tel: (310) 557-4037

Fox Sports Net                 Trade Debt        $3,525,809
North
ATTN: General Counsel
First Chicago
PO Box 73681
Chicago, IL 60673-3681
Tel: (310) 557-4037

Discovery Channel              Trade Debt        $3,450,927
Accts. Receivable Dept.
Dept. 79236
Baltimore, MD 21279-0236
Tel: (212) 548-5882

Fox Sports Detroit             Trade Debt        $3,446,609
ATTN: General Counsel
File 355558
Los Angeles, CA 90074-5652
Tel: (310) 557-4037

In Demand                      Trade Debt        $3,308,628
ATTN: General Counsel
General Post Office
P O BOX 30869
New York, NY 10087-0869
Tel: (646) 638-8303

Bank of New York as            Bond Debt         $3,181,086
indenture trustee for holders
of 5.875% convertible debt
due 2009 issued by Charter
Communications, Inc.
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

E Entertainment                Trade Debt        $2,618,325
ATTN: General Counsel
P.O. Box 60229
Los Angeles, CA 90060-0229
Tel: (800) 266-2278

Warner Brothers (VOD)          Trade Debt        $2,583,103
ATTN: Supervisor, Accounting
A/C #5105641
PO Box 13093
Newark, NJ 07188-0093
Tel: (818) 977-2309

The Learning Channel           Trade Debt        $2,324,806
ATTN: General Counsel
P.O. BOX 79221
Baltimore, MD 21279-0221
Tel: (240) 662-2000

Fox Sports Midwest             Trade Debt        $2,252,428
ATTN: General Counsel
File 55639
Los Angeles, CA 90074-0001
Tel: (310) 557-4037

Fox News Network               Trade Debt        $2,249,590
ATTN: General Counsel
PO Box 19400
Newark, NJ 07195-0001
Tel: (212) 301-3000
Fax: (212) 301-8588

A & E                          Trade Debt        $2,210,712
Mark Hajdasz- 3rd Floor
235 East 45th Street
New York, NY 10017
Tel: (212) 210-1433

Fox Sports West                Trade Debt        $2,166,091
ATTN: General Counsel
File # 55652
Los angeles, CA 90074-5652
Tel: (310) 557-4037

The History Channel            Trade Debt        $2,135,387
Mark Hajdasz- 3rd Floor
235 East 45th Street
New York, NY 10017
Tel: (212-210-1433

Golf Channel, The              Trade Debt        $2,073,380
ATTN: General Counsel
19 Gregory Drive
South Burlington, VT 05403
Tel: (407) 355-4653
Fax: (407) 363-7976

Turner Classic Movies          Trade Debt        $2,072,908
ATTN: General Counsel
101 Marietta St. - 20th Floor
Atlanta, GA 30303-2774
Tel: (404) 827-3977

HD Net                         Trade Debt        $1,997,074
ATTN: Accounts
Receivable
2400 N. Ulster St.
Denver, CO 80238
Tel: (303) 542-5564

Outdoor Life                   Trade Debt        $1,882,565
ATTN: General Counsel
File #: 749052
Los Angeles, CA 90074-9052
Tel: (203) 276-8000

Speed Channel                  Trade Debt        $1,737,657
ATTN: General Counsel
File #56734
Los Angeles, CA 90074-6734
Tel: (310) 557-4037

Big Ten Network LLC            Trade Debt        $1,678,646
ATTN: General Counsel
14743 Collections Center
Drive
Chicago, IL 60693
Tel: (310) 557-4037

Cartoon Network                Trade Debt        $1,673,836
ATTN: General Counsel
JPMorgan
PO BOX 532450
ATLANTA, GA 30353-2450
Tel: (404) 827-3977

Court T.V.                     Trade Debt        $1,604,401
ATTN: General Counsel
600 Third Avenue
New York, NY 10016-1901
Tel: (404) 827-3977

Sportsouth                     Trade Debt        $1,585,983
Network II LLC
ATTN: General Counsel
File #55125
Los angeles, CA 90074-5125
Tel: (310) 557-4037

Fox National Geographic        Trade Debt        $1,543,111
ATTN: General Counsel
File #56931
Los Angeles, CA 90074-6931
Tel: (310) 557-4037

Home & Garden Television       Trade Debt        $1,425,250
ATTN: GENERAL COUNSEL
P O Box 640916
Cincinnati, OH 45264-0916
Tel: (865) 560-4595

Accenture                      Trade Debt        $1,383,032
ATTN: General Counsel
PO BOX 70629
CHICAGO, IL 60673-0629
Tel: (612) 277-0000

Fox Sports West 2              Trade Debt        $1,335,398
ATTN: General Counsel
FILE #55652
Los Angeles, CA 90074 -
5652
Tel: (310) 557-4037

Game Show Network              Trade Debt        $1,328,483
ATTN: Acctg.
File #55336
Los Angeles, CA 900745336
Tel: (310) 255-6855

Hallmark                       Trade Debt        $1,294,849
ATTN: General Counsel
Crown Media
Hallmark Channel
PO Box 414902
Boston, MA 02241-4902
P - 818-755-2677

New England Sports Network     Trade Debt        $1,242,090
ATTN: General Counsel
70 Brookline Avenue
Boston, MA 02215
Tel: (617) 927-1320

Arris Solutions Inc.           Trade Debt        $1,176,889
ATTN: General Counsel
PO Box 93576
CHICAGO, IL 60673-3576
Tel: (678) 473-4284

Fox Sports Southwest           Trade Debt        $1,141,044
ATTN: General Counsel
File 55652
Los angeles, CA 90074-5652
Tel: (310) 557-4037

Independent Film               Trade Debt        $1,110,482
(Digital)
ATTN: Nancy Erb
200 Jericho Quadrangle
Jericho, NY 11753
Tel: (516) 803-6343

Lifetime Movie                 Trade Debt        $1,077,686
Network (Digital)
ATTN: General Counsel
PO Box 7247 8295
Philadelphia, PA 191708295
Tel: (212) 424-7000

TV Guide Interactive           Trade Debt        $1,076,830
ATTN: General Counsel
TV Guide Networks
Department 532
Tulsa, OK 74182
Tel: (918) 488-4706

Fox Sports Bay Area            Trade Debt        $1,076,478
ATTN: General Counsel
P.O. Box 79535
City of Industry, CA
91716-9535
Tel: (215) 286-5753

E                              Trade Debt        $1,045,318
ATTN: General Counsel
P.O. BOX 60229
Los Angeles, CA 90060-0229
Tel: (800) 266-2278

Women's Entertainment          Trade Debt        $974,959
ATTN: Accounts Receivable
1111 Stewart Avenue
Bethpage, NY 11714
Tel: (516) 803-5316

MLB                            Trade Debt        $964,881
ATTN: Affiliate Sales
The MLB Network, LLC
Bank of America
Lockbox Account #: 16425
16425 Collections Center Dr.
Chicago, IL 60693
Tel: (720) 407-7529

HBO on Demand                  Trade Debt        $925,893
ATTN: General Counsel
P.O. Box 29697 GPO
New york, NY 10087
Tel: (212) 512-5807


The Travel Channel             Trade Debt        $919,207
ATTN: Accts. Receivable Dept.
Dept. 79903
Baltimore, MD 21279-0903
Tel: (212) 548-5882

Fox Sports New England         Trade Debt        $914,112
ATTN: Philip DePietro
PO Box 73380
Chicago, IL 60673-0001
Tel: (781) 933-9300

TV Food                        Trade Debt        $907,196
ATTN: General counsel
PO Box 602018
Charlotte, NC 28260-2018
Tel: (865) 560-4595

Fox Sports Net Northwest LLC   Trade Debt        $891,534
ATTN: General Counsel
15154 Collections Center
Drive
Chicago, IL 60693
Tel: (212) 548-5882

Animal Planet                  Trade Debt        $806,077
ATTN: General Counsel
P.O. Box 79714
Baltimore, MD 21279-0714
Tel: (212) 548-5882

Harmonic Inc.                  Trade Debt        $782,315
ATTN: Accts Receivable
Dept 223
Denver, CO 80271-0223
Tel: (408) 542-2500

The petition was signed by Gregory L. Doody, Charter's chief
restructuring officer and senior counsel.


CHARTER COMMUNICATIONS: Bankruptcy Triggers Default on Notes
------------------------------------------------------------
Charter Communications, Inc., disclosed to the Securities and
Exchange Commission that its bankruptcy filing triggered the
acceleration of financial obligations under the terms of a number
of debt instruments of the Debtors.  The Debtors believe that any
efforts to enforce the financial obligations under the Debt
Documents are stayed as a result of the filing of the Chapter 11
Cases in the Bankruptcy Court.  The Debt Documents and the
approximate principal amount of debt currently outstanding
thereunder are:

   1) $3 million of 5.875% convertible senior notes due 2009 of
       the Company;

   2) $479 million of 6.50% convertible senior notes due 2027 of
       the Company;

   3) $53 million of 10.000% senior notes due 2009 of Charter
      Communications Holdings, LLC;

   4) $4 million of 10.750% senior notes due 2009 of Charter
      Communications Holdings, LLC;

   5) $25 million of 9.625% senior notes due 2009 of Charter
      Communications Holdings, LLC;

   6) $1 million of 10.250% senior notes due 2010 of Charter
      Communications Holdings, LLC;

   7) $1 million of 11.750% senior discount notes due 2010 of
      Charter Communications Holdings, LLC;

   8) $47 million of 11.125% senior notes due 2011 of Charter
      Communications Holdings, LLC;

   9) $60 million of 13.500% senior discount notes due 2011 of
      Charter Communications Holdings, LLC;

  10) $51 million of 9.920% senior discount notes due 2011 of
      Charter Communications Holdings, LLC;

  11) $69 million of 10.000% senior notes due 2011 of Charter
      Communications Holdings, LLC;

  12) $54 million of 11.750% senior discount notes due 2011 of
      Charter Communications Holdings, LLC;

  13) $75 million of 12.125% senior discount notes due 2012 of
      Charter Communications Holdings, LLC;

  14) $151 million of 11.125% senior notes due 2014 of CCH I
      Holdings, LLC;

  15) $581 million of 13.500% senior discount notes due 2014 of
      CCH I Holdings, LLC;

  16) $471 million of 9.920% senior discount notes due 2014 of
      CCH I Holdings, LLC;

  17) $299 million of 10.000% senior notes due 2014 of CCH I
      Holdings, LLC;

  18) $815 million of 11.750% senior discount notes due 2014 of
      CCH I Holdings, LLC;

  19) $217 million of 12.125% senior discount notes due 2015 of
      CCH I Holdings, LLC;

  20) $3.987 billion of 11.00% senior notes due 2015 of CCH I,
      LLC;

  21) $1.860 billion of 10.250% senior notes due 2010 of CCH II,
      LLC;

  22) $614 million of 10.250% senior notes due 2013 of CCH II,
      LLC;

  23) $800 million of 8 3/4% senior notes due 2013 of CCO
      Holdings, LLC;

  24) $1.1 billion of 8.000% senior second-lien notes due 2012 of
      Charter Communications Operating, LLC;

  25) $770 million of 8 3/8% senior second-lien notes due 2014 of
      Charter Communications Operating, LLC;

   26) $546 million of 10.875% senior second-lien notes due 2014
       of Charter Communications Operating, LLC;

  27) $8.2 billion of loans due 2014 under the Amended and
      Restated Credit Agreement, dated as of March 6, 2007, among
      Charter Communications Operating, LLC, CCO Holdings, LLC,
      the lenders from time to time parties thereto and JPMorgan
      Chase Bank, N.A., as administrative agent; and

  28) $350 million of loans due 2014 under the Credit Agreement,
      dated as of March 6, 2007, among CCO Holdings, LLC, the
      lenders from time to time parties thereto and Bank of
      America, N.A., as administrative agent.

Subsidiaries CIH and Charter Holdings did not make scheduled
payments of interest due on January 15, 2009 on certain of their
outstanding senior notes.  Each of the governing indentures for
the Overdue Payment Notes permits a 30-day grace period for the
interest payments through, and including, February 15, 2009.

On February 11, 2009, Charter reached an agreement in principle
with holders of certain of its subsidiaries' senior notes holding
approximately $4.1 billion in aggregate principal amount of notes
issued by CCH I, LLC and CCH II, LLC.  The Restructuring
Agreements required the Company and its subsidiaries to file for
bankruptcy to implement a restructuring pursuant to a joint plan
of reorganization aimed at improving the Company's capital
structure.

Also on February 11, Charter and certain of its subsidiaries
entered into an Escrow Agreement with members of an ad-hoc
committee of holders of the Overdue Payment Notes and Wells Fargo
Bank, National Association, as Escrow Agent.  On February 13,
Charter paid the full amount of the January Interest Payment to
the Paying Agent for the Ad-Hoc Holders on the Overdue Payment
Notes, which constitute payment under the Indentures.  As required
under the Indentures, Charter set a special record date for
payment of such interest payments of February 28, 2009.

Under the Escrow Agreement, the Ad-Hoc Holders agreed to deposit
into an escrow account the amounts they receive in respect of the
January Interest Payment and the Escrow Agent will hold such
amounts subject to the terms of the Escrow Agreement.  Under the
Escrow Agreement, if the transactions contemplated by Charter's
restructuring agreements are consummated on or before December 15,
2009, or such transactions are not consummated on or before
December 15, 2009, due to material breach of the Restructuring
Agreements by Charter or its direct or indirect subsidiaries, then
the Ad-Hoc Holders will be entitled to receive their pro-rata
share of the Escrow Amount.  If the transactions contemplated by
the Restructuring Agreements are not consummated on or prior to
December 15, 2009, for any reason other than material breach of
the Restructuring Agreements by Charter or its direct or indirect
subsidiaries, then Charter, Charter Holdings, CIH or their
designee shall be entitled to receive the Escrow Amount.

CCH II LLC did not make a scheduled payment of interest March 16,
2009, on certain of its outstanding senior notes.  The governing
indenture for the notes permits a 30-day grace period for the
interest payments.

                   About Charter Communications

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

On March 16, 2009, Charter filed its Annual Report on Form 10-K
with the Securities and Exchange Commission, which contained a
going concern modification to the audit opinion from its
independent registered public accounting firm.  A full-text copy
of Charter's Annual Report is available at no charge at
http://researcharchives.com/t/s?3ade

As of December 31, 2008, Charter had $13.8 billion in total
assets; $1.4 billion in total current liabilities, $21.5 billion
in total long-term debt; and $10.5 billion in stockholders'
deficit.  The Company posted a $2.4 billion net loss for year 2008
on revenues of $6.4 billion.


CHARTER COMMUNICATIONS: Names Ex-Calpine & HealthSouth EVP as CRO
-----------------------------------------------------------------
Charter Communications Inc., on March 25, 2009, appointed Gregory
L. Doody as its Chief Restructuring Officer and Senior Counsel in
connection with the Company's bankruptcy filing.

Mr. Doody will serve as CRO until the earlier of (i) the date that
the parties' employment agreement is terminated by either party
and (ii) the effective date of the Company's Chapter 11 plan of
reorganization.

Mr. Doody, 44, served as Executive Vice President, General Counsel
and Secretary of Calpine Corporation from July 2006 through August
2008.  Prior to joining Calpine Corporation, Mr. Doody held
various positions, including Executive Vice President, General
Counsel and Secretary at HealthSouth Corporation from July 2003.

Mr. Doody's services as CRO are provided to the Company pursuant
to an Employment Agreement, dated March 25, 2009.  The Company
agreed to pay Mr. Doody a base salary at a monthly rate of not
less than $60,000 to evaluate and implement strategic and tactical
options through the process of restructuring the Company's balance
sheet, among other duties.

The Employment Agreement also provides for an emergence bonus of
$1,500,000 reduced by (y) the sum of (i) the aggregate amount of
Base Salary paid to Mr. Doody during his term of employment, (ii)
the aggregate amount of "Monthly Fees" paid to Dumaine Advisors
LLC pursuant to the Consulting Agreement dated January 16, 2009 by
and between the Company and Dumaine, and (iii) the $75,000
retainer paid by the Company to Dumaine pursuant to the Consulting
Agreement.

Notwithstanding, the Company's Chief Executive Officer may, in his
sole and absolute discretion, reduce the Emergence Bonus to any
amount, including zero dollars, at any point prior to the date of
emergence from bankruptcy, provided that Mr. Doody is not required
to repay the Base Salary, and Dumaine is not required to repay any
Monthly Fees or the Retainer, previously received.

                   About Charter Communications

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

On March 16, 2009, Charter filed its Annual Report on Form 10-K
with the Securities and Exchange Commission, which contained a
going concern modification to the audit opinion from its
independent registered public accounting firm.  A full-text copy
of Charter's Annual Report is available at no charge at:

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

As of December 31, 2008, Charter had $13.8 billion in total
assets; $1.4 billion in total current liabilities, $21.5 billion
in total long-term debt; and $10.5 billion in stockholders'
deficit.  The Company posted a $2.4 billion net loss for year 2008
on revenues of $6.4 billion.


CHARTER COMMUNICATIONS: Seeks to Honor Obligations to Employees
---------------------------------------------------------------
In conjunction with its bankruptcy filing, Charter Communications
Inc. filed a variety of customary motions to continue to support
its employees, customers and vendors during the financial
restructuring process.  The Company has filed motions seeking
permission to continue employee wage and benefits programs to its
roughly 16,500 employees, and honor current customer programs
without interruption, and to pay trade creditor balances and fees
to Local Franchise Authorities incurred before and after the
filing in full and in the normal course.

Charter adopted on March 12, 2009, the Charter Communications,
Inc. Value Creation Plan, which replaces the Restructuring Value
Plan previously adopted by the Company.  The Plan is comprised of
two components:

   1) the Restructuring Value Program, and
   2) the Cash Incentive Program.

The RVP provides incentives to encourage and reward participants
for a successful restructuring of the Company.  Participants who
continue to be employed by the Company or its subsidiaries until
payment of RVP awards earn payments under the RVP upon either (i)
the Company's emergence from its Chapter 11 restructuring
proceeding or (ii), if the Company's restructuring plan is a Joint
Plan, when the Commitment Fees under the Joint Plan are first
payable.

Participants also earn their RVP payments upon an earlier of (i)
their termination of employment due to death or disability, or
their termination on or after the Company's emergence from the
Proceeding by the Company for a reason other than "cause," or
voluntarily due to a "good reason" or (ii) a "change in control"
of the Company if they are then employed by the Company or its
subsidiaries.  The target RVP awards for the Company's named
executive officers as of March 12 -- which are subject to change
in accordance with the terms of the Plan -- are:

          N. Smit -- $6 million;
          M. Lovett -- $2.38 million;
          E. Schmitz -- $765,000; and
          G. Raclin -- $765,000.

The CIP provides annual incentives for participants to achieve
specified individual performance goals during each of the three
years following the Company's emergence from the Proceeding.
Performance goals will be established for each of the first three
years following the Company's emergence from the Proceeding.
Participants will earn all or a portion of their target bonus
based on the degree to which these goals are achieved in a
particular year.  Amounts that are not earned in a particular year
may be earned in a subsequent year if the performance goals
applicable to that subsequent year are achieved.

Participants also earn the CIP payments upon an earlier of, or due
to (i) a termination of their employment on or after the Company's
emergence from the Proceeding due to death, disability, by the
Company for a reason other than "cause," or voluntarily due to a
"good reason" and (ii) a "change in control" of the Company if
they are then employed by the Company.  The annual target awards
for the Company's named executive officers as of March 12 -- which
are subject to change in accordance with the terms of the Plan --
are:

          N. Smit -- $2.5 million;
          M. Lovett -- $910,000;
          E. Schmitz -- $664,000; and
          G. Raclin -- $597,000.

                   About Charter Communications

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

On March 16, 2009, Charter filed its Annual Report on Form 10-K
with the Securities and Exchange Commission, which contained a
going concern modification to the audit opinion from its
independent registered public accounting firm.  A full-text copy
of Charter's Annual Report is available at no charge at:

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

As of December 31, 2008, Charter had $13.8 billion in total
assets; $1.4 billion in total current liabilities, $21.5 billion
in total long-term debt; and $10.5 billion in stockholders'
deficit.  The Company posted a $2.4 billion net loss for year 2008
on revenues of $6.4 billion.


CHEMTURA CORP: U.S. Trustee Appoints 9-Member Creditors' Panel
--------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, appoints nine
parties-in-interest as members to the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Chemtura
Corporation and its 26 debtor affiliates:

  (1) U.S. Bank National Association
      Indenture Trustee
      60 Livingston Avenue
      St. Paul, MN 55107
      Attn: Cindy Woodward
      Vice President
      Tel No. (651) 495-3907
      Fax No. (651) 495-8100

  (2) The Bank of New York Mellon Trust Company
      Indenture Trustee
      6525 West Campus Oval Road
      Suite 200
      New Albany, Ohio 43054
      Attn: Donna J. Parisi
      Vice President
      Tel No. (614) 775-5279
      Fax No. (614) 775-5636

  (3) Pension Benefit Guaranty Corporation
      1200 K Street NW
      Washington, DC 20005-4026
      Attn: Suzanne Kelly
      Financial Analyst
      Tel No. (202) 326-4070 x6367
      Fax No. (202) 842-2643

  (4) Manufacturers & Traders Trust Co.
      25 South Charles Street, 16th Floor
      Baltimore, MD 21201
      Attn: Vincent J. Marriott, III
      Counsel
      Tel. No. (410) 244-4238
      Fax No. (410) 244-4236

  (5) Riversource Investments, LLC
      216 Ameriprise Financial Center
      Minneapolis, MN 55474
      Attn: Mark Van Holland
      Vice President
      Tel No. (612) 678-1716
      Fax No. (612) 547-2694

  (6) Federated Investment Management Company
      Federated Investors Tower
      1001 Liberty Avenue
      Pittsburgh, PA 15222-3779
      Attn: B. Anthony Delserone Jr.
      Vice President
      Tel No. (412) 288-8659
      Fax No. (412) 288-6737

  (7) Occidental Chemical Corporation
      5005 LBJ Freeway
      Dallas, Texas 75244-6119
      Atnn: Gary D. Lee, Jr.
      Manager Credit Services
      Tel No. (972) 404-3627
      Fax No. (972) 404-3551

  (8) Entergy Arkansas, Inc.
      639 Loyola Avenue, 26th Floor
      New Orleans, LA 70113
      Attn: Alan H. Katz
      General Counsel
      Tel No. (504) 576-2240
      Fax No. (281) 297-5342

  (9) WS Packaging, Inc.
      2571 S. Hemlock Road
      Green Bay, WI 54229
      Attn: Brenda Bomber
      Corporate Credit Manager
      Tel No. (920) 866-6363
      Fax No. (920) 866-6482

                       About Chemtura Corp.

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

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

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


CHEMTURA CORP: To Guarantee European Units Under Receivables Pact
-----------------------------------------------------------------
Chemtura Corporation Chief Financial Officer Stephen Forsyth
relates that certain of the Debtors' European subsidiaries
participate in a program to sell certain of their eligible
accounts receivable, otherwise referred to as the European
Accounts Receivable Facility.  The European Subsidiaries sell
their accounts receivables to Intesa Mediofactoring SpA in
exchange for an amount equal to the face value of the receivables.
This arrangement permits the European Subsidiaries to receive
advance payment on account of the sold receivables that have not
been collected.

However, the decline in the Debtors' financial performance
constrained their ability to access liquidity under the European
AR Facility.  Intesa Mediofactoring imposed restrictions in the
European Subsidiaries' ability to sell accounts under the
European AR Facility, according to Mr. Forsyth.

Thus, to address Intesa Mediofactoring's concerns, the parties
entered into negotiations.  By February 2009, Intesa proposed to
restore the AR Facility with certain adjustments.  Among others,
the maximum value of accounts receivable available to be sold
under the AR Facility was reduced to EUR70 million and Chemtura
Corporation was required to guarantee the obligations of the
European Subsidiaries.

At present, to preserve the value of their global operations, the
U.S. Bankruptcy Court for the Southern District of New York issued
an interim order permitting the Debtors to enter into an agreement
with Intesa pursuant to which Chemtura Corp. will guarantee the
obligations of the European Subsidiaries under the AR Facility on
a postpetition basis.

The salient terms of the Postpetition AR Guarantee Agreement are:

  (a) Chemtura Corp. will not dispose of its direct or indirect
      part of all of its ownership interest in the European
      Subsidiaries without having first advised Intesa in
      writing;

  (b) Chemtura Corp. will continue to provide financing and
      managerial support to the European Subsidiaries to allow
      them to meet obligations under the European AR Agreement;
      and

  (c) Chemtura Corp. will unconditionally reimburse Intesa, up
      to a total of EUR70 million on written demand, any and all
      amounts owed for any reason to Intesa by the European
      Subsidiaries pursuant to the terms of the European AR
      Agreement.

The parties agree that should Intesa file an action against
Chemtura with respect to its obligations under the Prepetition AR
Guarantee, it will submit to the jurisdiction of a court in
Milan, Italy, and be governed by the laws of Italy.

The success of the Debtors' restructuring efforts is closely tied
to the fate of the European Subsidiaries and other subsidiaries
outside the U.S., Mr. Forsyth maintains.  He discloses that of
the Debtors' $3.5 billion in net sales in 2008, about 32% came
from customers in Europe and Africa.

Final hearing is set for April 13, 2009.  Objections are due
April 6.

                       About Chemtura Corp.

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

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

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


CHEMTURA CORP: Files 13-Week Cash Flow Forecast
-----------------------------------------------
Chemtura Corp. filed with the U.S. Bankruptcy Court for the
Southern District of New York a 13-week cash flow forecast for the
period from March 20, 2009 to June 12, 2009.

This is in line with the Debtors' request for the entry of a final
order authorizing them to borrow up to $140,000,000 in
postpetition financing.  A copy of the 13-week cash flow forecast
ending June 12, 2009 is available for free at:

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

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

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

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


CHEMTURA CORP: Seeks Approval of Alvarez & Marsal Engagement
------------------------------------------------------------
Chemtura Corp. and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Alvarez & Marsal North America, LLC, and its subsidiaries, agents,
independent contractors and employees as crisis managers, nunc pro
tunc to the Petition Date.  The Debtors also seek Court authority
to appoint Ray Dombrowski, a managing director of A&M, as their
chief restructuring officer nunc pro tunc to the Petition Date.

Before the Petition Date, the Debtors engaged A&M as their
restructuring consultant to assist them with certain financial
issues.

The Debtors further relate that the agent for the proposed DIP
lenders require them to employ the services of a restructuring
advisory firm and a chief restructuring officer as a condition to
the postpetition financing commitment.  Accordingly, on the
Petition Date, the Debtors and A&M entered into a second
engagement letter, a copy of which is available for free at:

http://bankrupt.com/misc/chemtura_2ndEnggmtnLtr_Alvarez.pdf

Pursuant to the Second Engagement Letter, Mr. Dombrowski will
serve as the Debtors' CRO after the Petition Date.  A&M will also
provide other A&M employees to support Mr. Dombrowski and the
Debtors' management team in their restructuring efforts during
these Chapter 11 cases.

The Second Engagement Letter also provides that the CRO, together
with any Additional Personnel:

  (a) in cooperation with the Debtors' chief executive officer
      and chief financial officer, will perform a financial
      review of the Debtors, including a review and assessment
      of financial information that has been, and that will be,
      provided by the Debtors to their creditors, including its
      short and long-term projected cash flows;

  (b) will assist in identifying cost reduction and operations
      improvement opportunities, develop and report on cash
      management activities and compliance with the covenants
      under the DIP Financing;

  (c) will assist the CEO in developing for the Board's review
      possible restructuring plans or strategic alternatives for
      maximizing the enterprise value of the Debtors' various
      business lines, including assisting with any asset sales;

  (d) will serve as the principal contact with the Debtors'
      creditors regarding the Debtors' financial and operational
      matters, and will act as contact for the Debtors and
      Prepetition lenders, as well as the unsecured creditors
      committee and any other statutory or ad hoc committee that
      may be formed;

  (e) will assist in developing and preparing a Chapter 11 plan
      of reorganization, will assist in preparing schedules of
      assets and liabilities and statements of financial
      affairs, and will assist in the claims management process;
      and

  (f) will perform other services as requested or directed by
      the Board and CEO and agreed to by that officer.

The Debtors will pay the CRO a $150,000 monthly fee for his
services.  They will also pay for the services of the A&M
professionals according to this hourly rate:

            Professional              Hourly Rate
            ------------              ------------
            Managing Directors        $700 to $800
            Directors                 $500 to $700
            Associates                $350 to $500
            Analysts                  $250 to $350

The Debtors also propose to entitle A&M to a $3,000,000 incentive
compensation payable on the earlier of:

  (i) the consummation of a chapter 11 reorganization plan, or

(ii) the sale, transfer or other disposition of all or a
      substantial portion of the assets or equity of the Debtors
      in one or more transactions.

The Debtors will also reimburse A&M for reasonable out-of-pocket
expenses incurred in connection with the firm's representation of
the Debtors.  They will also reimburse A&M and its counsel for
fees and expenses incurred in negotiating and preparing the
Second Engagement Letter.

A&M will not take a retainer except as to any amounts remaining
after crediting time against the $300,000 retainer under its
First Engagement Letter with the Debtors.

Moreover, the Debtors will indemnify and hold harmless A&M, its
affiliates and their respective shareholders, members, managers,
employees, agents, representatives, and subcontractors under
certain circumstances, pursuant to an Indemnification Agreement,
a full-text copy of which is available for free at:

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

Before the Petition Date, the Debtors have paid A&M about
$246,000.  As of the Petition Date, the Debtors do not owe the
firm any prepetition amounts.

Because A&M is not being employed as a professional under Section
327 of the Bankruptcy Code, it will not be submitting quarterly
fee applications pursuant to Sections 330 and 331 of the
Bankruptcy Code, the Debtors inform the Court.  A&M, however,
will submit quarterly reports of compensation paid.

The parties agree to resolve their disputes based on a set of
uniform procedures, a full-text copy of which is available for
free at http://bankrupt.com/misc/chemtura_disputeresoltnpcdrs.pdf

Ray Dombrowski, in an affidavit filed in Court, disclosed these
information:

  1. The father-in-law of one of the junior members of the
     Additional Personnel owns a business whom the Debtors owe
     about $57,000.  Out of an abundance of caution, A&M will
     institute procedures to screen this member of the
     Additional Personnel from any matters that could create a
     possible conflict of interest.

  2. A&M has provided and could reasonably be expected to
     provide services unrelated to the Debtors' cases for
     certain entities that are potential parties-in-interest to
     the Debtors.

Mr. Dombrowski nevertheless maintains that A&M is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About Chemtura Corp.

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

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

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


CHEMTURA CORP: Seeks to Employ Lazard as Investment Banker
----------------------------------------------------------
Chemtura Corp. and its affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York for permission to employ
Lazard Freres & Co. LLC as their investment banker, nunc pro tunc
to the Petition Date, pursuant to the terms of an engagement
letter dated February 15, 2009.

As investment banker, Lazard will assist the Debtors in
evaluating strategic alternatives and will render investment
banking services in connection with the Debtors' ongoing
restructuring efforts.

Specifically, Lazard will:

  (a) review and analyze the Debtors' business, operations and
      financial projections;

  (b) evaluate the Debtors' potential debt capacity in light of
      its projected cash flows;

  (c) assist in determining a capital structure for the Debtors;

  (d) assist in determining a range of values for the Debtors
      on a going concern basis;

  (e) advise the Debtors on tactics and strategies for
      negotiating with the stakeholders;

  (f) render financial advice to the Debtors and participate in
      meetings or negotiations with stakeholders and rating
      agencies or other appropriate parties in connection with
      the restructuring;

  (g) advise the Debtors on the timing, nature and terms of new
      securities, other consideration or other inducements to be
      offered pursuant to the restructuring;

  (h) advise and assist the Debtors in evaluating potential
      financing transactions by the Debtors;

  (i) assist the Debtors in preparing documentation within
      Lazard's area of expertise that is required in connection
      with the restructuring;

  (j) attend meetings of the Debtors' Board of Directors and its
      committees with respect to matters on which Lazard has
      been engaged to advise the Debtors;

  (k) provide testimony, as necessary, with respect to matters
      in which Lazard has been engaged to advise the Debtors in
      any proceeding before the Court; and

  (l) provide the Debtors with other financial restructuring
      advice.

The Debtors propose to entitle Lazard to monthly fees,
restructuring fee and financing fees:

  1. A monthly fee of $250,000 will be payable to Lazard on the
     first day of each month until the earlier of the
     consummation of the Debtors' Restructuring or the
     termination of Lazard's engagement.

     One-half of each Monthly Fee paid relating to any month
     after August of 2009 will be credited against the
     Restructuring Fee.  Lazard will also be entitled to a
     minimum of $1,000,000 in monthly fees without regard to the
     outcome of any restructuring or any termination by the
     Debtors.

  2. A fee of $7,000,000 will be payable to Lazard upon
     consummation of any Restructuring of the Debtors in their
     bankruptcy proceedings.

  3. A fee equal to the amount set forth in the Engagement
     Letter will be payable to Lazard upon consummation of any
     financing.  One-half of any Financing Fee paid will be
     credited against any Restructuring Fee subsequently
     payable.  More than one Financing Fee may be payable.

The Debtors disclose that the fee structure has been agreed upon
by the parties in anticipation that a substantial commitment of
professional time and effort will be required of Lazard and its
professionals.

Regardless of whether any transaction occurs, the Debtors will
reimburse Lazard for all reasonable expenses the firm incurred
and will incur in connection with its engagement.  A full-text
copy of the Lazard engagement letter is available for free at:

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

The Debtors have agreed to indemnify, hold harmless and defend
Lazard and its affiliates and their officers and members.

Prior to the Petition Date, the Debtors paid Lazard $1,500,000.
As of the Petition Date, the Debtors aver that they do not owe
any prepetition amounts to Lazard.

Daniel M. Aronson, a managing director of Lazard Freres & Co.
LLC, in New York, maintains that his firm is a disinterested
person as that term is defined under Section 101(14) of the
Bankruptcy Code, as required by section 327(a) of the Bankruptcy
Code.

                       About Chemtura Corp.

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

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

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


CHESTER COUNTY: S&P Raises Underlying Bond Rating to 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services has raised its underlying
rating on Chester County Industrial Development Authority,
Pennsylvania's revenue bonds, issued for the Collegium Charter
School, to 'BB+' from 'B' given the school's improved enrollment
levels, which, in Standard & Poor's opinion, have led to a
significantly improved financial position.  The outlook is stable.

Other positive credit factors include debt service coverage of
1.9x actual debt service and maximum annual debt service in fiscal
2008; evidence of a successful marketing plan that has helped
boost enrollment levels; successful completion of the new school
facility and relocation to the new site, which seems to have had
little, if any, impact on enrollment; and a recent charter renewal
for five years.

Offsetting factors include potential to issue additional debt of
up to $25 million later this year; adequate liquidity, with 22
days' cash on hand at year-end 2008, although this is an
improvement from previous years; the potential for competition
from new charter schools; and the inherent risk associated with a
charter school, including the risk of nonrenewal or revocation of
the charter, along with the need for sustained demand for the
facility.

"We expect that enrollment will stay at current levels and will
therefore generate sufficient revenues to pay debt service," said
Standard & Poor's credit analyst Jane Hudson Ridley.  "We also
expect that the improved financial position will allow Collegium
to maintain financial balance and continue rebuilding reserves to
allow for an adequate financial cushion," she added.

Securing the bonds is a loan agreement between the authority and
the charter school, in which the school is obligated to make loan
payments to the trustee.  There is also a debt service reserve
fund funded at the standard three-prong test.

Collegium Charter School is located west of Philadelphia in
Chester County and opened in 1999 with an enrollment of 147 in
grades K-6.  Since then, enrollment has grown overall, totaling
1,281 for grades K-12 in the 2008-2009 school year.

Approximately $16 million of debt is affected.


CHRYSLER LLC: Gov't Unlikely to Oust CEO Rober Nardelli
-------------------------------------------------------
Jeff Bennett at Dow Jones Newswires reports that the government is
not likely to kick Chrysler LLC CEO Robert Nardelli out of the
Company.

Dow Jones relates that, after a first attempt to seek federal aid
failed, Mr. Nardelli quickly responded to lawmaker questions and
explained that Chrysler was willing to merge with Fiat SpA to
survive.  Dow Jones states that since then Mr. Nardelli has kept
himself in the public spotlight by appearing on television shows
explaining the problems the auto industry is facing and how
Chrysler would respond.  Mr. Nardelli, according to Dow Jones, has
also sent notes to workers detailing how it would accomplish its
restructuring steps and the progress of the Fiat negotiations.
Those talks are still ongoing, states the report.

As reported in today's Troubled Company Reporter, the Obama
administration has asked Mr. Nardelli's counterpart at General
Motors, CEO Rick Wagoner, to step down in exchange for more
bailout funds to GM.

        Fiat May Accept New Conditions on Chrysler Merger

Dow Jones states that Fiat CEO Sergio Marchionne implied on Friday
that he may be open to accept new conditions on a merger deal with
Chrysler if they were to be set by the U.S. Treasury, whose task
force has indicated that the two firms may need to make
adjustments to their deal.

Dow Jones quoted Mr. Marchionne as saying, "If the deal does get
approved, it will be in terms more reflective of the wishes of the
U.S. Treasury."

According to Dow Jones, Chrysler said in its viability plans
submitted to the Treasury that Fiat would get a 35% stake in the
Company in exchange for Fiat's engine and transmission technology
that would improve Chrysler's fleet emissions and small, sporty
models that Chrysler doesn't have.

               Gov't May Demand Deeper Concessions

Citing a person familiar with the matter, Peter Lattman at WSJ
relates that the Obama administration is likely to demand deeper
concessions from Chrysler and GM in exchange for additional
federal loans.  The source said that the concessions could go
beyond the requirements that the government imposed when it agreed
to loan the firms money last year, according to WSJ.

The current business model for the U.S. auto industry was
unsustainable and various industry stakeholders -- suppliers,
unions, creditors, dealers -- would need to make concessions, WSJ
states, citing President Obama.

WSJ notes that Chrysler and GM must submit restructuring plans to
the government by Tuesday, but the firms are unlikely to have
everything done by then.  The report states that the companies
haven't yet reached deals with the union on the trust funding or
concessions from their debtholders.  The report says that the
government can recall its loans to GM and Chrysler if they fail to
sign deals for debt restructuring and other concessions from
stakeholders and the union by Tuesday.

According to WSJ, Chrysler and GM could get short-term loans and
an extension of time to reach agreements with debtholders and the
union.  WSJ states that the loans would come with tight deadlines.

                         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.


CHRYSLER LLC: Gov't to Reveal Terms of Additional Loans by Tuesday
------------------------------------------------------------------
David Kiley posted at a BusinessWeek blog on March 26 that
President Barack Obama said that he will be revealing by Tuesday
how much more financial support the U.S. government will extend to
automakers, chiefly General Motors, Chrysler LLC, and the auto
supplier industry.

According to Mr. Kiley, President Obama said in an online town-
hall meeting that he will disclose plans to possibly keep Chrysler
and GM from going into bankruptcy.  Mr. Kiley quoted President
Obama as saying, "What we're expecting is that the automakers are
going to be working with us to restructure.  We will provide them
some help."

Additional government aid for the automakers isn't "popular", Mr.
Kiley states, citing President Obama.  Mr. Kiley quoted the
president as saying, "If they're not willing to make the changes
and the restructurings that are necessary, then I'm not willing to
have taxpayer money chase after bad money."

                         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.


CIRCUIT CITY: U.S. Court Approves Sale of InterTAN to Bell Canada
-----------------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
Virginia entered on its docket on March 20, 2009, an order
granting approval of the sale of Circuit City Stores, Inc.'s
Canadian operations to Bell Canada.

InterTAN Canada Ltd., a subsidiary of Circuit City, controls the
operations and operates more than 750 The Source stores across
Canada. The sale was approved by the Ontario Superior Court of
Justice on March 10, 2009.

In the motion filed before the U.S. Bankruptcy Court, Circuit City
Stores, InterTAN, Circuit City Stores West Coast, Inc., and
Ventoux International, Inc., asked the Court, pursuant to Sections
105 and 363 of the Bankruptcy Code, to:

  (a) approve the sale or licensing, as applicable, of certain
      trademarks and licensed trademarks by West Coast, and
      shares in Circuit City Global Sourcing Limited by Ventoux
      to purchaser 4458729 Canada Inc. free and clear of all
      interests, through an Asset Purchase Agreement, dated
      February 23, 2009, among InterTAN Canada Ltd., West Coast,
      Ventoux, the Purchaser and Bell Canada.  The Purchaser is
      a direct, wholly-owned subsidiary of Bell Canada;

  (b) approve InterTAN's authorization for InterTAN Canada Ltd.
      to sell substantially all of its assets to the Purchaser;

  (c) authorize Circuit City, West Coast and Ventoux to enter
      into an Intercompany Agreement, dated February 23, 2009,
      with InterTAN Canada;

  (d) authorize West Coast to enter into the Settlement and
      Coexistence Agreement, dated February 20, 2009, among Foto
      Source Canada, Inc., InterTAN Canada and West Coast.

The Purchase Agreement contains confidential information.  Copies
of the agreement have been provided only to the Court, the Office
of the U.S. Trustee, the Official Committee of Unsecured
Creditors, and certain other parties.

A full-text copy of the list of Trademarks and Licensed
Trademarks, the Intercompany Agreement, InterTAN resolution, and
the Foto Source Settlement Agreement is available for free at:

    http://bankrupt.com/misc/CC_Trademarks_&_Agreements.pdf

InterTAN's equity interest in InterTAN Canada, the Trademarks and
the CCGS Shares represent valuable assets of the Debtors' and
InterTAN's bankruptcy estates.  Accordingly, the Debtors, together
with InterTAN Canada, have been extensively marketing the US
Assets to interested parties.  As a result, they believe that the
Sale by West Coast and Ventoux of the US Assets and InterTAN's
authorization of InterTAN Canada's sale of the InterTAN Canada
Assets could bring significant recovery for the their estates and
creditors, and that the Purchase Agreement represents the highest
and best offer for the Purchased Assets.

The Debtors and InterTAN believe that (i) the allocation of the
purchase price under the Purchase Agreement represents a fair and
reasonable allocation, (ii) the Foto Source Settlement Agreement
represents a fair and reasonable compromise of the dispute with
Foto Source, and (iii) both are in the best interest of the
Debtors, InterTAN, and their estates and creditors.

                    The Purchase Agreement

The InterTAN Canada assets are comprised of substantially all of
InterTAN Canada's undertaking, property, assets, interests and
rights of any kind other than certain excluded assets, which
includes certain cash, insurance policies, refundable taxes,
minute books and tax records, and accounts receivable from Circuit
City.  The Trademarks are comprised of certain trademarks and
other intellectual property used in the day-to-day operations of
InterTAN Canada, including "The Source" and "The Source by Circuit
City", which is the name under which InterTAN Canada trades.  The
CCGS Shares comprise all of the issued and outstanding shares in
CCGS, through which InterTAN Canada sources private label products
from factories in Asia and utilizes CCGS's offices in Hong Kong,
Shenzhen, China, and Taipei, Taiwan, for sourcing, merchandising
and quality control.

The Purchaser has provided a deposit of C$15,000,000, deposited
with Alvarez & Marsal Canada ULC, as escrow agent.  Alvarez &
Marsal, the monitor in the proceedings under the Companies'
Creditors Arrangement Act commenced by InterTAN Canada and
Tourmalet Corporation, has received the Deposit in trust to be
held pending the closing of the transaction pursuant to an escrow
agreement it executed with InterTAN Canada and the Purchaser.
Bell Canada has guaranteed the performance by the Purchaser of its
obligations.

The closing of the sale transaction would occur (i) on the date
that is the later of June 30, 2009, and the date that is two
business days after the day on which all of the closing conditions
set forth in the Purchase Agreement have been satisfied, or (ii)
other date as may be agreed by the parties.  The outside date for
the Closing is July 31, 2009, subject to extension to September 30
in accordance with the terms of the Purchase Agreement.

InterTAN Canada and the Sellers have agreed that they will
immediately cease any existing discussions with persons other than
the Purchaser with respect to a purchase, sale, license or
transfer of the Purchased Assets, other than the sale of inventory
in the ordinary course of business.

Under the Purchase Agreement, the Purchaser would, among other
things, (i) assume the written employment agreements for InterTAN
Canada's "Executive Employees," (ii) offer employment to all of
InterTAN Canada's "Non-Executive Employees," and (iii) assume the
collective agreement applicable to InterTAN Canada's unionized
workers at its Barrie warehouse.

Circuit City acquired InterTAN in May 2004.  InterTAN is the
subject of a court-monitored sales process following the Company's
entry into creditor protection in Canada in November 2008.  The
sale is being managed by Rothschild and is expected to close in
the third calendar quarter of 2009.

                        Amendment to Bylaws

Earlier this month, Circuit City adopted an amendment to its
bylaws. The amendment revised the Bylaws to decrease the size of
the Company's Board of Directors from 13 to five directors.

On March 11, 2009, Carolyn H. Byrd, James F. Hardymon, Lyle G.
Heidemann, J. Patrick Spainhour, Ronald L. Turner, Elliott Wahle
and Carolyn Y. Woo resigned as directors of the Company effective
as of that date.  There was no disagreement between any of the
individuals and the Company on any matter relating to the
Company's operations, policies or practices.

The Company also has provided notice to each of its employees that
it is anticipated that each employee's employment with the Company
will terminate on March 21, 2009 or a date within 14 days
thereafter that the Company may subsequently provide.  The
employees that received this notice included:

     * James A. Marcum, Vice Chairman, Acting President and Chief
       Executive Officer and a director of the Company;

     * John T. Harlow, Executive Vice President and Chief
       Operating Officer;

     * Reginald D. Hedgebeth, Senior Vice President, General
       Counsel and Secretary;

     * Eric A. Jonas, Jr., Senior Vice President -- Human
       Resources; and

     * Michelle O. Mosier, Vice President and Controller and the
       Company's principal financial officer and principal
       accounting officer.

The Company's employment of Messrs. Harlow, Hedgebeth and Jonas
terminated March 21, 2009.  The Company has continued to employ
Mr. Marcum and Ms. Mosier for an undetermined period of time to
manage the process to liquidate the assets of the Company and its
subsidiaries as part of the Chapter 11 proceedings.

                     About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- is a specialty
retailer of consumer electronics, home office products,
entertainment software and related services. The company has two
segments -- domestic and international.

Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates
filed a voluntary petition for reorganization relief under Chapter
11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead
Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit
City's Canadian operations, also sought protection under the
Companies' Creditors Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel. The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of Aug. 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Court's approval to pursue going-out-of-business
sales, and sell its store leases.

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


COLIBRI GROUP: $6 Million Lot of Jewelry Acquired by Bidz.com
-------------------------------------------------------------
Bidz.com has acquired the inventory, intellectual property,
trademarks and tools of Krementz, Van Dell, Shiman, Dolan &
Bullock, Taylor Avedon, Angelite, Skal, Skalet, Magical Years,
Little Miss Pride, Sideways, Darling Diamonds, Fingerprint Locket
and others, in the bankruptcy auction of The Colibri Group.

Colibri is a global designer, manufacturer and marketer of highly
notable and century old heritage branded jewelry products.  In
addition to the trademarks and inventory, Bidz will make the
inventory available for both auction and sale on its Bidz.com and
Buyz.com Web sites.  The purchase of the brands from The Colibri
Group represents substantially all of the jewelry brands
manufactured by Colibri that were available for purchase in the
bankruptcy auction.

Many of these well-known brands, such as Krementz since 1866, and
Shiman, which is over a century old, and Dolan & Bullock in
business since 1919, are among the most respected names in
jewelry, characterized by their innovative styling, superior
craftsmanship and unsurpassed quality.  Van Dell founded in 1943,
manufactures semi-precious and sterling jewelry, and cultured
pearls.  The Taylor Avedon collection of primarily hand-set
pyrite, gemstones and sterling silver draws from classic design
and updates them with a modern look.

Bidz.com is in the process of receiving, photographing, and
merchandising the inventory and expects to begin to auction the
jewelry on its Web site in May.  The acquired inventory will be on
the company's balance sheet at the end of the first quarter of
2009.  The company expects to sell the newly acquired inventory
primarily through online auctions on its Bidz.com and Buyz.com Web
site.

"We are extremely pleased to have acquired such a strong
assortment of inventory and the intellectual property for these
quality brands," said David Zinberg, Chief Executive Officer of
Bidz.com.  "The Colibri Group, and its portfolio of brands, is a
company with global brand recognition and now we are honored to
have the opportunity to revive these iconic jewelry brands with
diverse product offerings at great values.  Purchasing the
trademarks and tools to Krementz, Shiman and others will allow us
to continue to provide a broad and beautiful assortment of quality
jewelry to our customers. We are confident and excited to have the
opportunity to acquire and reinvigorate this stable of quality
brands." Mr. Zinberg continued.  "Our reputation, knowledge and
credibility in the market place, combined with our solid balance
sheet enables us to take advantage of unique opportunities such as
this."

                          About Bidz.com

Founded in 1998, Bidz.com -- http://www.bidz.com/-- is an online
retailer of jewelry.  Bidz offers its products through at live
auction format as well as a fixed price online retail store,
Buyz.com.  Bidz.com's auctions are also available in Arabic,
German and Spanish.

                        About Colibri Group

Based in Providence, Rhode Island, The Colibri Group designs,
manufactures and markets jewelry, lighters, smoking accessories,
and clocks.  The Company was founded in 1928 with the invention of
the world's first automatic lighter.  The Company sells its
products through 20,000 U.S. outlets, including major national
chains and independent retailers, as well as broad-based
international distribution.

As reported by the Troubled Company Reporter on January 20, 2009,
Colibri Group shut down its operation, laid off about 280 workers,
and went under receivership.


COLONIAL REALTY: Moody's Cuts Senior Debt Rating to Ba1 From Baa3
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Colonial
Realty Limited Partnership (senior debt to Ba1 from Baa3) and
Colonial Properties Trust (preferred stock to Ba2 from Ba1).  The
outlook remains negative.

The ratings downgrade reflects Colonial's weakened credit metrics
which are more consistent with a Ba1 rated REIT.  Leverage metrics
at YE2008 especially net debt to recurring EBITDA at 10.1X
compared to 7.2X at YE2007 was very high.  The weakening of these
metrics, along with fixed charge coverage (1.5X at YE2008 and
YE2007) is due to the dilutive effect of its assets sales in 2007
and 2008 (which were income producing), and the slower than
expected lease up of its developed assets.  Moody's noted that
Colonial Properties has significantly reduced its development
pipeline to 4.1% as of YE2008 from 16% at YE2007, a positive.
However, given the once material nature of its development program
coupled with the weak economy, Moody's expects that improvement in
these metrics will take time.

Moody's also indicated that with declines in earnings expected
over the near-term, the REIT could face pressure managing its
financial covenants depending on the severity of the decline.  The
negative outlook reflects continued pressure on key credit
metrics, weakening property market fundamentals, and the still
unfavorable credit markets.

Moody's believes that Colonial Properties has adequate liquidity
to meet its funding needs through 2010, and is further enhanced by
its recent $350 million secured financing provided by Fannie Mae
and its previously announced dividend cut.  The Ba1 rating
continues to reflect the REIT's large unencumbered asset pool, its
good asset quality and manageable near-term debt maturities.

Moody's stated that a return to a stable rating outlook would be
predicated upon a reduction in leverage with net debt to recurring
EBITDA at or less than 9.0X and fixed charge coverage at or over
1.80X with the prospect of sustainability.  A rating downgrade
would result should net debt to recurring EBITDA exceed 10X on a
sustained basis, fixed charge coverage be at or below 1.5X on a
sustained basis, should the REIT have difficulty in meeting its
funding requirements over the near-term, or any erosion on its
leverage covenant and fixed charge covenant cushions.

These ratings were downgraded with a negative outlook:

* Colonial Properties Trust -- preferred stock to Ba2 from Ba1;
   senior unsecured debt shelf to (P)Ba1 from (P)Baa3;
   subordinated debt shelf to (P)Ba2 from (P)Ba1; and preferred
   shelf to (P)Ba2 from (P)Ba1

* Colonial Realty Limited Partnership -- senior unsecured debt to
  Ba1 from Baa3; senior unsecured medium term notes to Ba1 from
  Baa3; senior unsecured debt shelf to (P)Ba1 from (P)Baa3; and
  subordinated debt shelf to (P)Ba2 from (P)Ba1

Moody's last rating action with respect to Colonial Properties was
on November 17, 2008, when Moody's affirmed the ratings of
Colonial Properties Limited Partnership (Baa3 senior debt).  The
ratings outlook was negative.

Colonial Properties Trust is a REIT based in Birmingham, Alabama,
USA, that focuses on the multifamily property sector, and owns and
manages properties located in the Sunbelt states.  At December 31,
2008, the REIT had $3.2 billion in book assets and $1 billion in
book equity.


DELCO OIL: Liable to CapitalSource for More Than $21 Million
------------------------------------------------------------
Bankruptcy Law360 reports that Judge Deborah K. Chasanow of the
U.S. District Court for the District of Maryland held that
Delco Oil Inc. and its sole shareholder are liable for more than
$21 million after defaulting on a line of credit provided by
commercial lender CapitalSource Finance LLC.  Bankruptcy Law360
reports that Judge Chasanow partially granted a motion for summary
judgment by Capital Source regarding the breach.  The opinion was
signed Thursday, the report says.

On April 26, 2006, the Debtor, as borrower, entered into a
Revolving Credit and Security Agreement with CapitalSource for a
revolving facility of up to $18 million.  In exchange, the Debtor
pledged as collateral all of its right, title, and interest in and
to, the Debtor's collections, cash payments, and inventory.  The
Credit Agreement required Debtor to maintain its bank accounts
with Fifth/Third Bank.

In June 2006, unbeknown to CapitalSource, the Debtor opened a
money market account with Mainstreet Community Bank with a deposit
of $500,000 to secure a letter of credit issued by Mainstreet Bank
in favor of Valero Energy Corporation.  On October 12, 2006, the
Debtor also secretly opened a checking account at Mainstreet Bank.
The Debtor deposited roughly $600,000 into the checking account
prior to the filing of the bankruptcy petition.

On October 17, 2006, the Debtor filed a voluntary Chapter 11
petition before the U.S. Bankruptcy Court for the Middle District
of Florida.  On November 9, 2006, the Florida Court entered an
order denying the Debtor's request to use CapitalSource's cash
collateral.  On December 1, 2006, the case was converted to a
Chapter 7 and Aaron Cohen was appointed as the Interim Chapter 7
Trustee.  As of the petition date, the Debtor was indebted to
CapitalSource under the Credit Agreement in an aggregate principal
amount of more than $17 million.

One day prior to the filing of the bankruptcy petition,
CapitalSource filed suit against the Debtor in Maryland seeking a
temporary restraining order to require the Debtor to deposit funds
into the Fifth/Third Bank pursuant to the Credit Agreement.

Before the Florida Court, CapitalSource asked Bankruptcy Judge
George L. Proctor to lift the automatic stay to foreclose on its
collateral.

The Interim Chapter 7 Trustee and the Florida Department of
Revenue opposed the stay being lifted as to all prepetition funds
in the Mainstreet Bank accounts and to all of the Debtor's
postpetition bank deposits.  The Objectors, however, consented to
CapitalSource pursuing the Maryland litigation for the limited
purpose of foreclosing its lien on collateral as to which the
automatic stay is lifted, and for the purpose of liquidating the
debt to the limited extent necessary to pursue claims against
third party guarantors.  The Objectors objected to CapitalSource's
pursuit of the Maryland lawsuit for the purpose of determining
CapitalSource's claim to the disputed bank accounts.

On January 31, 2007, CapitalSource filed an adversary proceeding
against the Interim Trustee seeking declaratory relief with
respect to CapitalSource's alleged lien on the Mainstreet Bank
accounts and the imposition of an equitable constructive trust.

In March 2007, Judge Proctor held that CapitalSource has produced
sufficient evidence to carry its burden as to the postpetition
bank deposits.  Judge Proctor modified the bankruptcy stay to
permit CapitalSource to foreclose and gain possession of its
collateral and continue its prosecution of the Maryland lawsuit.

Delco Oil Inc. was a motor fuel distributor headquartered in
DeLand, Florida.  The case is In re Delco Oil, Inc. (Bankr. M.D.
Fla. Case No:  3:06-bk-03241-GLP).  Richard R. Thames, Esq., at
Stutsman Thames & Markey, P.A., represented the Debtor in the
chapter 11 case.  In its chapter 11 petition, the Debtor estimated
both assets and debts to be between $1 million and $100 million.
On December 1, 2006, the case was converted to a Chapter 7
liquidation and Aaron Cohen was appointed as the Interim Chapter 7
Trustee.


DREIER LLP: Trustee Probes Wachovia, Seeks Claim Reduction
----------------------------------------------------------
Dreier LLP, which filed for bankruptcy after founder Marc Dreier
was charged with fraud, may be able to reduce a $29 million claim
held by lender Wachovia Corp., a trustee for the law firm said,
according to Bloomberg News.

Tiffany Kary and Christopher Scinta of Bloomberg report that
according to documents filed in the U.S. Bankruptcy Court for the
Southern District of New York, Sheila Gowan, who is overseeing the
liquidation of the firm, said she is investigating Wachovia's
dealings with it and Marc Dreier to determine if the bank's claim
may be cut.

Bloomberg says the statement came as part of Ms. Gowan's request
to extend the use of cash collateral held by the law firm.
Ms. Gowan seeks to use cash collateral through June 30 or to the
end of the Chapter 11 case to fund the liquidation. Wachovia has
already objected to the extension.  Ms. Gowan's statement about
reducing the bank's claim comes the same day she announced the
hiring of ClearBid Capital, which specializes in liquidations, to
auction the defunct law firm's furniture and computer equipment.

"There remains much work to be done to complete an orderly wind-
down of the debtor's business," Ms. Gowan said, citing money
needed to collect accounts receivable, liquidate personal property
and pursue third-party lawsuits.  She noted, according to
Bloomberg, that Wachovia has a $25.5 million "equity cushion" on
its $13.5 million claim, secured by assets that have a book value
of $39 million.

The trustee has hired ClearBid Capital, which specializes in
liquidations, to auction Dreier LLP's furniture and computer
equipment. ClearBid will hold a public auction on March 26 to sell
"eight fully furnished floors of high-end furniture and IT
equipment".

                       About Dreier LLP

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

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

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

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


DREIER LLP: Marc Dreier Faces Money Laundering Charge
-----------------------------------------------------
Marc Dreier, the New York law firm founder charged with defrauding
hedge funds, was accused of money laundering in a newly unsealed
indictment, David Glovin and Bob Van Voris of Bloomberg reported.

According to the document unsealed in New York federal court,
Mr. Dreier, founder of Dreier LLP, sold more than $700 million in
phony promissory notes to at least 13 hedge funds and three
individuals, said Bloomberg.  Victims lost more than $400 million,
according to the charges.

The source related that Mr. Dreier was arrested on December 8 and
charged with conspiracy, securities fraud and wire fraud.
Prosecutors said he faces as much as 30 years in prison if
convicted.  He has pleaded not

Prosecutors say Mr. Dreier sold phony notes issued by Sheldon
Solow, a New York developer who was a client of Dreier's law firm,
and a Canadian pension plan to hedge funds at a discount.
Bloomberg added that the scheme began in 2004 and unravelled in
December when he was arrested in Toronto and charged with
impersonating a lawyer at the Ontario Teachers' Pension Plan.

The new indictment adds the money-laundering charge in addition to
details of the alleged fraud, said Bloomberg.

Bloomberg stated that according to the new charges, Mr. Dreier
told investors that Mr. Solow's company had a "note program" that
it was using to raise capital. He claimed he was making a market
in the notes by reselling them at a discount, according to the
indictment.

Mr. Dreier laundered the money by directing victims to wire funds
into accounts of his firm, Dreier LLP, the government said.  The
report pointed out that he allegedly used the money to buy art,
homes, a yacht and cars; to pay interest and principal to some of
the victims; to fund the operations of the law firm; and to pay
off his co-conspirators.  One alleged co-conspirator, former stock
broker Kosta Kovachev, was charged with conspiracy in December.

                         About Dreier LLP

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

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

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

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


DREIER LLP: Receiver Says Founder Squandered Most of His Assets
---------------------------------------------------------------
Bankruptcy Law360 reports that the court-appointed receiver
overseeing the Marc Dreier fraud case has been able to recover
about $100 million in assets from the accused swindler, but the
New York attorney appears to have squandered the bulk of the money
he allegedly earned from his fraudulent scheme on artwork, yachts
and other luxury items.  According to Bankruptcy Law360, a report
filed by receiver Mark Pomerantz in February was made public
Wednesday.

The Troubled Company Reporter said on March 24, 2009, that Gerald
Shargel, Marc Dreier's lawyer, expects his client to eventually
plead guilty to a new money laundering charge against him.  Mr.
Dreier has been accused of selling $700 million in phony
securities to investors.

Mr. Dreier entered a plea of not guilty on March 19.

Reuters relates that a lawyer representing unsecured creditors of
360networks is weighing claims against some Dreier lawyers.  Court
documents say that Mr. Dreier called two partners and the
controller of his law firm from a jail cell in Canada where he was
first arrested to say he could sell his art collection to replace
missing law firm funds, which included cash from
$38.6 million held in escrow on behalf of unsecured creditors.

Steven Reisman, appointed to investigate for 360networks'
unsecured creditors, said in court documents, "It is apparent from
evidence available to date that other Dreier LLP employees had
indications of questionable activity."  According to ABA Journal,
Mr. Reisman and his law firm will seek evidence on who may have
aided Mr. Dreier.

Dreier LLP's controller, John Provenzano, said in a statement to
the U.S. Securities and Exchange Commission that he refused to
wire up to $10 million in escrow funds to the Company after his
Canadian arrest.  Dreier LLP owed $38 million to customers in
connection with its representation of 360networks, ABA Journal
relates, citing Mr. Provenzano.  According to the report, Mr.
Provenzano said that the escrow accounts contained half of the
needed money.

                         About Dreier LLP

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

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

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

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


ENRON CORP: Court Denies National City's Bid to Use MFN Status
--------------------------------------------------------------
Bankruptcy Law360 reports that Judge Arthur J. Gonzalez of the
United States Bankruptcy Court for the Southern District of New
York denied a motion by National City Bank, an indenture and
property trustee in Enron Corp.'s bankruptcy proceedings, to use
its most favored nation status in the case to collect more than
$50 million in claims from a group of Enron debtors.

National City Bank is a successor property trustee under:

   (a) the Amended and Restated Declaration of Trust of Enron
       Capital Trust I dated as of November 18, 1996 -- the
       Declaration I; and

   (b) the Amended and Restated Declaration of Trust of Enron
       Capital Trust II dated as of January 13, 1997 --
       Declaration II.

National City served on the Official Committee of Unsecured
Creditors of Enron Corp., et al.  National City assumed its role
as successor trustee shortly after Enron's Chapter 11 bankruptcy
filing.

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

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

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

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.  (Enron Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


FLUID ROUTING: Panel Balks at Sale of Fuel Systems to Sun Capital
-----------------------------------------------------------------
The official committee of unsecured creditors of Fluid Routing
Solutions Inc. opposes the sale of part of the business to an
affiliate of Sun Capital Partners Inc., Fluid Routing's owner,
Bloomberg's Bill Rochelle said.

On Feb. 19, Fluid Routing obtained approval to auction off its
fuel systems business, pursuant to which FRS Holding Corp. was
named stalking horse bidder.  The Debtor was scheduled to conduct
a March 23 auction but no competing bids were received.

Characterizing the sale process as 'extremely expedited' and
'unfair,' the Creditors Committee, according to Mr. Rochelle,
argues there was no time for anyone else to perform the necessary
investigation before the auction.  The committee contends that Sun
Capital is not a 'goodfaith purchaser' and that the sale confers
no benefit on anyone other than Sun Capital.

To note, a Sun Capital affiliate provided for the $12 million
debtor-in-possession loan, and required a quick sale.

Pursuant to an asset purchase agreement dated as of
February 6, 2009, FRS Holding has offered to pay $11,000,000,
subject to adjustments, for the fuel systems business.  A full-
text copy of the APA is available at:

  http://bankrupt.com/misc/FluidRouting.FRSHoldingAPA.pdf

As reported in the Troubled Company Reporter on Feb. 10, 2009,
Fluid Routing arranged a $12 million debtor-in-possession loan
with Sun Fluid Routing Finance LLC, to finance its Chapter 11
proceedings.  The loan matures in 120 days, and requires a quick
sale.  The lender, Sun FR, which is also owed $10 million for a
senior subordinated secured promissory note, is an affiliate of
Sun Capital Partners, Inc., the parent of the Debtors.

                     About Fluid Routing

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The Company's Detroit
facility closed in 2008.  The company had 1,039 employees before
it filed for bankruptcy.

Fluid Routing Solutions, Inc., and three affiliates filed for
Chapter 11 on Feb. 6 (Bank.  D. Del., Lead Case No. (09-10384).
Judge Christopher Sonchi handles the case.

Michael R. Nestor, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor LLP, and Neil E. Herman, Esq., at
Morgan Lewis & Bockuis LLP, are the Debtors' counsel.  Mesirow
Financial Interim Management, LLC, is the Debtors' financial
advisors.  Fluid Routing in its bankruptcy petition estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


FREESCALE SEMICONDUCTOR: Increases Incremental Loans to $923.6MM
----------------------------------------------------------------
Freescale Semiconductor Inc. informed the Securities and Exchange
Commission that on March 24, 2009, its note invitation to eligible
holders of its 9.125%/9.875% Senior PIK-Election Notes due 2014
terminated.

On March 26, 2009, based on the principal amount of Senior Toggle
Notes validly delivered and accepted by the Company, the Company
has incurred an additional roughly $236.1 million principal amount
of incremental term loans, for a total of roughly $923.6 million
aggregate principal amount of Incremental Term Loans when taken
together with the Incremental Term Loans incurred by the Company
in respect of the Senior Floating Rate Notes, the Senior Fixed
Rate Notes and the Senior Subordinated Notes and the Incremental
Term Loans payable as compensation.

Freescale said that, upon completion of the transaction, the
Company's outstanding long-term debt obligations decreased by
roughly $1.9 billion and the related expected annual cash interest
expense decreased by approximately $140 million.

In February 2009, Freescale extended note invitations to eligible
holders of its Senior Floating Rate Notes due 2014; 8.875% Senior
Fixed Rate Notes due 2014; 10.125% Senior Subordinated Notes due
2016; and 9.125%/9.875% Senior PIK-Election Notes due 2014 to
participate as a lender in its new incremental term loans under
its senior secured credit facility.  On March 17, Freescale
completed the note invitations to eligible holders of its Senior
Floating Rate Notes, Senior Fixed Rate Notes and Senior
Subordinated Notes.  Freescale, as borrower, entered into an
incremental amendment to its Existing Credit Agreement, dated
March 17, 2009, which allows Freescale to incur new incremental
term loans in an aggregate amount of up to $1,000,000,000, which
loans will have a maturity date of December 15, 2014.

The other parties to the Incremental Amendment are Freescale
Semiconductor Holdings I, Ltd. (formerly known as Freescale
Holdings (Bermuda) I, Ltd.); Freescale Semiconductor Holdings II,
Ltd. (formerly known as Freescale Holdings (Bermuda) II, Ltd.);
Freescale Semiconductor Holdings III, Ltd. (formerly known as
Freescale Holdings (Bermuda) III, Ltd.); Freescale Semiconductor
Holdings IV, Ltd. (formerly known as Freescale Holdings (Bermuda)
IV, Ltd.); Freescale Semiconductor Holdings V, Inc. (formerly
known as Freescale Acquisition Holdings Corp.); the New Term
Lenders; certain direct or indirect subsidiaries of the Borrower
that currently guarantee the obligations under the Existing Credit
Agreement; and Citibank, N.A. as the Administrative Agent,
Collateral Agent and Incremental Collateral Agent.

Based on the principal amount of Senior Floating Rate Notes,
Senior Fixed Rate Notes and Senior Subordinated Notes validly
delivered and accepted by the Company, the Company incurred
roughly $665 million principal amount of Incremental Term Loans
under the Incremental Amendment.  Subject to the closing of the
Senior Toggle Note invitation, the Company would incur additional
Incremental Term Loans under the Incremental Amendment, including
new Incremental Term Loans payable as compensation.

Freescale entered into the Credit Agreement with Holdings III,
Holdings IV, Holdings V, the lenders party thereto, and Citibank
in December 2006.  The Existing Credit Agreement provides for (i)
a seven-year, $3.5 billion term loan facility, and (ii) a six-year
revolving credit facility with a committed capacity of
$750 million, including letters of credit and swing line loan sub-
facilities.

A full-text copy of the Incremental Amendment is available at no
charge at http://researcharchives.com/t/s'3ae1

According to Freescale, during the first quarter of 2009, it will
record roughly $2.1 billion in a net gain as a result of the
reduction in the Company's outstanding long-term debt.  Freescale
also anticipates paying cash income taxes in the U.S. resulting
from the debt extinguishment, however, the amount of the cash tax
obligations are not expected to be material.

                    About Freescale Semiconductor

Freescale Semiconductor -- http://www.freescale.com/-- is a
global leader in the design and manufacture of embedded
semiconductors for the automotive, consumer, industrial,
networking and wireless markets.  The privately held company is
based in Austin, Texas, and has design, research and development,
manufacturing or sales operations around the world.

As reported by the Troubled Company Reporter on February 23,
Moody's Investors Service affirmed the corporate family, long-term
debt and speculative grade liquidity ratings of Freescale.
Simultaneously, Moody's downgraded the probability of default
rating to Ca from Caa1.  The rating outlook remains negative.

The downgrade of the PDR to Ca reflects Moody's view that
Freescale's recent debt exchange offer is a distressed exchange.
It also reflects the very high likelihood of the transaction
closing.  While no payment default has occurred and there are no
debt maturities until 2012, in Moody's opinion the successful
closing of the transaction, which is designed to reduce debt and
interest expense, would represent the occurrence of a deemed
default.


FREESCALE SEMICONDUCTOR: Senior Lenders Sue for $1BB in New Loans
-----------------------------------------------------------------
A group of lenders under Freescale Semiconductor Inc.'s existing
credit agreement filed a lawsuit in the Supreme Court of the State
of New York, County of New York, on March 24, 2009, alleging,
among other things, that Freescale's issuance of certain
incremental term loans is in breach of a December 2006 credit
agreement.

The Plaintiffs contend that their Existing Credit Agreement allows
Freescale to borrow additional funds in the form of Incremental
Term Loans, but the borrowing can only occur if certain required
warranties contained in the Credit Agreement are true and correct
in all material respects on the date or dates of the issuance of
any Incremental Term Loans.  One of these warranties, according to
the Plaintiffs, is that Freescale has not experienced an event or
circumstance "that has had or could reasonably be expected to have
a Material Adverse Effect" since December 1, 2006.

The Plaintiffs, however, note that Freescale's performance and
value have deteriorated materially since December 1, 2006, and
this decline is durationally significant and will likely extend
well into the future.  Because these events have had or could
reasonably be expected to have a Material Adverse Effect on
Freescale, the Credit Agreement prohibits it from issuing the
Incremental Term Loans, the Plaintiffs contend.

The Plaintiffs assert that Freescale breached the Credit Agreement
by issuing approximately $665 million in Incremental Term Loans on
March 17, 2009.  Freescale is now attempting to further breach the
Credit Agreement by seeking to issue an additional $335 million in
Incremental Term Loans, the Plaintiffs say.

                      Incremental Term Loans

In February 2009, Freescale extended note invitations to eligible
holders of its Senior Floating Rate Notes due 2014; 8.875% Senior
Fixed Rate Notes due 2014; 10.125% Senior Subordinated Notes due
2016; and 9.125%/9.875% Senior PIK-Election Notes due 2014 to
participate as a lender in its new incremental term loans under
its senior secured credit facility.  On March 17, Freescale
completed the note invitations to eligible holders of its Senior
Floating Rate Notes, Senior Fixed Rate Notes and Senior
Subordinated Notes.  Freescale, as borrower, entered into an
incremental amendment to its Existing Credit Agreement, dated
March 17, 2009, which allows Freescale to incur new incremental
term loans in an aggregate amount of up to $1,000,000,000, which
loans will have a maturity date of December 15, 2014.

The other parties to the Incremental Amendment are Freescale
Semiconductor Holdings I, Ltd. (formerly known as Freescale
Holdings (Bermuda) I, Ltd.); Freescale Semiconductor Holdings II,
Ltd. (formerly known as Freescale Holdings (Bermuda) II, Ltd.);
Freescale Semiconductor Holdings III, Ltd. (formerly known as
Freescale Holdings (Bermuda) III, Ltd.); Freescale Semiconductor
Holdings IV, Ltd. (formerly known as Freescale Holdings (Bermuda)
IV, Ltd.); Freescale Semiconductor Holdings V, Inc. (formerly
known as Freescale Acquisition Holdings Corp.); the New Term
Lenders; certain direct or indirect subsidiaries of the Borrower
that currently guarantee the obligations under the Existing Credit
Agreement; and Citibank, N.A. as the Administrative Agent,
Collateral Agent and Incremental Collateral Agent.

Based on the principal amount of Senior Floating Rate Notes,
Senior Fixed Rate Notes and Senior Subordinated Notes validly
delivered and accepted by the Company, the Company incurred
roughly $665 million principal amount of Incremental Term Loans
under the Incremental Amendment.  Subject to the closing of the
Senior Toggle Note invitation, the Company would incur additional
Incremental Term Loans under the Incremental Amendment, including
new Incremental Term Loans payable as compensation.

Freescale entered into the Credit Agreement with Holdings III,
Holdings IV, Holdings V, the lenders party thereto, and Citibank
in December 2006.  The Existing Credit Agreement provides for (i)
a seven-year, $3.5 billion term loan facility, and (ii) a six-year
revolving credit facility with a committed capacity of
$750 million, including letters of credit and swing line loan sub-
facilities.

A full-text copy of the Incremental Amendment is available at no
charge at http://researcharchives.com/t/s?3ae1

                       Tortious Interference

The Plaintiffs contend that the noteholders that are participating
or that will participate in the exchange of their debt for new
Incremental Term Loans have tortiously interfered with the Credit
Agreement by colluding with Freescale to issue the Incremental
Term Loans when they are prohibited by the Credit Agreement.  The
Junior Noteholders have also been unjustly enriched as a result of
their misconduct, because, without providing any additional cash
infusion to Freescale, the Junior Noteholders have exchanged their
nearly worthless junior subordinated and senior unsecured debt for
valuable Incremental Term Loans that have a priority of payment
and seniority of security in the collateral equivalent to the
position of the Plaintiffs.

The Plaintiffs contend that they have been injured by Freescale's
and the Junior Noteholders' wrongful conduct.  The Incremental
Term Loans have wrongfully converted the priority and seniority of
the Junior Noteholders to the level of the Plaintiffs.  The
Plaintiffs' ability to recover from the collateral to their loans
has been significantly impaired through the introduction of up to
an additional $1 billion in equal priority secured debt, and the
Plaintiffs did not receive anything of value for the Junior
Noteholders' wrongful conversion to this status.  Further, the
Plaintiffs' senior loan holdings are tradable in a well-
established private market for senior bank loans.  The market
value of the Plaintiffs' senior loan holdings has decreased as a
direct result of Freescale's announcement of the Incremental Term
Loans and the imminent dilution of the Plaintiffs' rights to the
collateral.

As a result of the Defendants' wrongful conduct, the Plaintiffs
seek damages for Freescale's breach of contract, the Junior
Noteholders' unjust enrichment, and the Junior Noteholders'
tortious interference.  The Plaintiffs seek:

   (i) a declaratory judgment that an event or circumstance "that
       has had or could reasonably be expected to have a Material
       Adverse Effect" has occurred prior to the issuance of the
       Incremental Term Loans, that the issuance of the
       Incremental Term Loans violates the Credit Agreement, and
       that any Incremental Term Loans that have been issued are
       ineffective,

  (ii) equitable subordination of the participants in the
       Incremental Term Loans, and

(iii) a permanent injunction ordering Freescale and the Junior
       Noteholders to rescind the Incremental Term Loans.

Freescale, however, believes that the claims made by the lenders
are without merit and intends to vigorously defend this action.

The Plaintiffs are senior lenders under the December 2006 Credit
Agreement who have lent roughly $150 million to Freescale:

     * ING Prime Rate Trust,
     * ING Senior Income Fund,
     * ING International (II) - Senior Bank Loans Euro,
     * ING International (II) - Senior Bank Loans USD,
     * ING Investment Management CLO I, Ltd.,
     * ING Investment Management CLO II, Ltd.,
     * ING Investment Management CLO III, Ltd.,
     * ING Investment Management CLO IV, Ltd.,
     * ING Investment Management CLO V, Ltd.,
     * Babson Credit Strategies CLO, Ltd.,
     * Loan Strategies Funding, LLC,
     * Babson CLO Ltd. 2008-I,
     * Vinacasa CLO Ltd.,
     * JFIN CLO 2007 Ltd.,
     * XELO VII Limited,
     * Osprey CDO 2006-I Ltd.,
     * Artus Loan Fund 2007-I Ltd.,
     * Babson Loan Opportunity CLO, Ltd.,
     * Babson CLO Ltd. 2008-II,
     * Hakone Fund II LLC,
     * Babson CLO Ltd. 2007-I,
     * Babson Mid-Market CLO Ltd. 2007-II,
     * Maplewood (Cayman) Ltd.,
     * Sapphire Valley CDO I, Ltd.,
     * Babson CLO Ltd. 2003-I,
     * Babson CLO Ltd. 2004-I,
     * Babson CLO Ltd. 2004-II,
     * Babson CLO Ltd. 2005-I,
     * Babson CLO Ltd. 2005-II,
     * Babson CLO Ltd. 2005-III,
     * Babson CLO Ltd. 2006-I,
     * Babson CLO Ltd. 2006-II,
     * Denali Capital CLO IV, Ltd.,
     * Denali Capital CLO V, Ltd.,
     * Denali Capital CLO VI, Ltd., and
     * Denali Capital CLO VII, Ltd.

Vineet Bhatia, Esq., Kenneth S. Marks, Esq., David M. Peterson,
Esq., at SUSMAN GODFREY L.L.P., in Houston, Texas; and Tibor L.
Nagy, Esq., at SUSMAN GODFREY in New York, represent the
Plaintiffs.  A full-text copy of the complaint is available at no
charge at http://researcharchives.com/t/s?3ae2

                    About Freescale Semiconductor

Freescale Semiconductor - http://www.freescale.com/-- is a global
leader in the design and manufacture of embedded semiconductors
for the automotive, consumer, industrial, networking and wireless
markets. The privately held company is based in Austin, Texas, and
has design, research and development, manufacturing or sales
operations around the world.

As reported by the Troubled Company Reporter on February 23,
Moody's Investors Service affirmed the corporate family, long-term
debt and speculative grade liquidity ratings of Freescale.
Simultaneously, Moody's downgraded the probability of default
rating to Ca from Caa1.  The rating outlook remains negative.

The downgrade of the PDR to Ca reflects Moody's view that
Freescale's recent debt exchange offer is a distressed exchange.
It also reflects the very high likelihood of the transaction
closing.  While no payment default has occurred and there are no
debt maturities until 2012, in Moody's opinion the successful
closing of the transaction, which is designed to reduce debt and
interest expense, would represent the occurrence of a deemed
default.


GANNETT CO: Still in Talks for Tucson Citizen; To Furlough Workers
------------------------------------------------------------------
Gannett Co Inc. is planning to force employees to take a new round
of furloughs in April, May and June to save money as newspaper
advertising revenue slides, according to a memo obtained by
Reuters.  The memo said that the furloughs come after a round of
one-week unpaid leave for its employees saved the company
$20 million.

That memo, signed by Bob Dickey, head of the U.S. Community
Publishing Division, said Gannett will freeze their wages and
salaries effective April 1, 2009, through March 31, 2010.

According to Reuters, the Company is ending the print edition of
the Ann Arbor News in Michigan, and is cutting back its print
circulation at its papers in Flint, Bay City and Saginaw to three
days a week.

Gannett, however, has pushed back until March 27 its decision to
sell or close the Tucson Citizen newspaper, Tucson Newspapers Inc.
said.  Gannett Co. received interest from two potential buyers
hence averting (at least temporarily) the closure of the
newspaper, which began publishing in 1870 and is Arizona's oldest
newspaper.

According to The New York Times, Robert J. Dickey, president of
Gannett U.S. Community Publishing, gave no details concerning
potential buyers, what was being negotiated or how soon a decision
would come.  Gannett had an announcement saying, "In light of
these ongoing discussions, Gannett will delay a decision regarding
the potential sale or closure of the Tucson Citizen, but expects
to make a decision in the very short term."

Gannett has a joint operating agreement with the publisher of the
morning newspaper, The Arizona Daily Star, owned by Lee
Enterprises.  The two companies jointly own Tucson Newspapers,
Inc., the subsidiary that handles all non-editorial operations for
both papers.  Gannett and Lee share operating costs and profits of
both papers under the J.O.A., which runs until 2015.

The media and publishing industries have been hit by revenue
declines requiring a spate of closures and downsizing.  Among
other publishers, Crain Communications Inc. has said it will cut
jobs and shrink salaries by 10% for remaining staff at its 30
business publications around the world, Jaclyn Trop of Detroit
News reported.

                     About Gannett Co. Inc.

Headquartered in McLean, Virginia, Gannett Co. Inc. (NYSE:GCI) --
http://www.gannett.com/-- is an international news and
information company.  In the United States, the company publishes
85 daily newspapers, including USA TODAY, and nearly 900 non-daily
publications.  Along with each of its daily newspapers, the
company operates Websites offering news, information and
advertising that is customized for the market served and
integrated with its publishing operations.  Newspaper publishing
operations in the United Kingdom, operating as Newsquest, include
17 paid-for daily newspapers, almost 300 non-daily publications,
locally integrated Websites and classified business Websites with
national reach.  The company has two segments: newspaper
publishing and broadcasting.

As reported by the Troubled Company Reporter on January 19, 2009,
Gannett reported that it is offering to sell certain assets of the
Tucson (AZ) Citizen.  If a sale is not completed by March 21,
2009, Gannett said it will have to close the newspaper.

According to the TCR on January 15, 2009, Gannett said that it
asked U.S. non-unionized workers to take a week of unpaid leave
the first quarter. Gannett CEO and Chairperson Craig Dubow said
that the company needs to preserve its operations and continue to
deliver for its customers while confronting the issues raised by
some of the most difficult economic conditions that the company
has ever experienced.  Mr. Gannett said that employees in unions
will also be asked to participate in the furlough.

The TCR reported on October 2, 2008, that Gannett drew on a
revolving credit line to ensure it has funds to repay its
commercial paper.  The action was taken in response to credit-
market disruption.  The company said it has significant credit
available under a $3.9 billion revolving credit line, in excess of
its $2 billion in commercial paper outstanding.


GATEWAY & 4TH: Collateral to be Auctioned on April 27
-----------------------------------------------------
Pacific CityHome, LLC, will sell to the highest bidder at a public
auction on April 27, 2009, at 9:00 a.m. (Pacific Standard Time),
the collateral securing the obligations of Gateway & 4th, LLC to
Pacific CityHome under the parties' Loan Agreement, dated
September 28, 2007.  The auction will be held at the offices of
Cushman & Wakefield of California, Inc., 601 S. Figueroa Street,
in Los Angeles.

The collateral, consisting of 100% of the membership interests of
Long Beach & 4th Investors, LLC in Gateway & 4th, secures an
obligation in the amount of not less than $14,003,280, including
principal, interest, and charges.

The collateral is offered on an "as is, where is" basis.

All prospective bidders must deliver a certified check or bank
cashier's check to the offices of Cush & Wakefield in the amount
of $500,000 that will be held in escrow pending the closing of the
sale.

For information relating to the sale, please contact Marc Renard
of Cust & Wakefield of California, Inc. at the address stated or
by calling (213) 955-6413.


GENERAL MOTORS: Gov't Asks CEO to Quit In Exchange of Bailout Fund
------------------------------------------------------------------
Neil King Jr. and John D. Stoll at The Wall Street Journal report
that Steven Rattner, the investment banker that the administration
chose last month to lead the auto-industry task force, has asked
General Motors Corp. CEO Rick Wagoner to step down.  WSJ states
that an official from the Obama administration has confirmed that
Mr. Wagoner was asked to leave GM to make way for ongoing
restructuring in the Company.

Citing an administration official, Doron Levin and Jeff Green at
Bloomberg News report that Mr. Wagoner, who had said on March 19
that he had no plans of resigning, has agreed to leave GM.

According to WSJ, the administration threatened to withhold more
bailout money if Mr. Wagoner stays in GM.

President Barack Obama, says WSJ, is prepared to give billions of
dollars more in aid to GM and Chrysler LLC, if all sides --
including unions and bondholders -- show that they are ready to
sacrifice.  According to WSJ, President Obama will lay out the
administration's interim conclusions on the companies' viability
and the steps to be taken to return them to profitability.  The
report states that President Obama would likely hold off on
granting the firms some $21.6 billion in new loans to preserve
leverage in talks, particularly with the thousands of bondholders
who hold a total of $28 billion in GM debt.

President Obama said Sunday that he will extract "a set of
sacrifices from all parties involved -- management, labor,
shareholders, creditors, suppliers, dealers," WSJ reports.

WSJ notes that the government's attempt to oust Mr. Wagoner
suggests that the Treasury Department wants to wade more deeply
than most observers expected into GM's affairs.

GM Chief Operating Officer Frederick Henderson will take Mr.
Wagoner's post, at least on an interim basis, WSJ relates.  "If
they go to someone inside, Fritz is the obvious choice.  He's run
every region, he's been number two and he knows where all the
bodies are buried," Bloomberg quoted consulting firm Casesa
Shapiro Group managing partner John Casesa as saying.

According to WSJ, administration officials said that they will lay
out the parameters of an overall restructuring of the companies,
including firm deadlines.  WSJ notes that the administration would
hold out the threat of having the firms enter into Chapter 11
bankruptcy restructuring if certain tough compromises aren't made
over the next month.

It was unlikely that the auto team would seek the removal of
Chrysler CEO Robert Nardelli, especially while the firm is in
talks to form an alliance with Fiat SpA, WSJ states, citing an
administration official.

               Gov't May Demand Deeper Concessions

Citing a person familiar with the matter, Peter Lattman at WSJ
relates that the Obama administration is likely to demand deeper
concessions from Chrysler and GM in exchange for additional
federal loans.  The source said that the concessions could go
beyond the requirements that the government imposed when it agreed
to loan the firms money last year, according to WSJ.

The current business model for the U.S. auto industry was
unsustainable and various industry stakeholders -- suppliers,
unions, creditors, dealers -- would need to make concessions, WSJ
states, citing President Obama.

WSJ notes that Chrysler and GM must submit restructuring plans to
the government by Tuesday, but the firms are unlikely to have
everything done by then.  The report states that the companies
haven't yet reached deals with the union on the trust funding or
concessions from their debtholders.  The report says that the
government can recall its loans to GM and Chrysler if they fail to
sign deals for debt restructuring and other concessions from
stakeholders and the union by Tuesday.

According to WSJ, Chrysler and GM could get short-term loans and
an extension of time to reach agreements with debtholders and the
union.  WSJ states that the loans would come with tight deadlines.

                       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.


GENERAL MOTORS: Gov't. to Reveal Terms of Add'l Loans Tuesday
-------------------------------------------------------------
David Kiley posted at a BusinessWeek blog on March 26 that
President Barack Obama said that he will be revealing by Tuesday
how much more financial support the U.S. government will extend to
automakers, chiefly General Motors, Chrysler LLC, and the auto
supplier industry.

According to Mr. Kiley, President Obama said in an online town-
hall meeting that he will disclose plans to possibly keep Chrysler
and GM from going into bankruptcy.  Mr. Kiley quoted President
Obama as saying, "What we're expecting is that the automakers are
going to be working with us to restructure.  We will provide them
some help."

Additional government aid for the automakers isn't "popular", Mr.
Kiley states, citing President Obama.  Mr. Kiley quoted the
president as saying, "If they're not willing to make the changes
and the restructurings that are necessary, then I'm not willing to
have taxpayer money chase after bad money."

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.


GENERAL MOTORS: SAAB to Deepen Cuts, Might Not Get Sweden Bailout
-----------------------------------------------------------------
Goeteborgs Posten, citing spokeswoman Gunilla Gustavs, reported
that Saab Automobile will deepen production cuts as demand
continues to fall.   Niklas Magnusson of Bloomberg reported that
the automaker will now only produce cars two days of the week and
that the company will have three so-called stop days.

Saab Automobile filed for bankruptcy protection last month after
its U.S. owner, General Motors Corp., said it will drop the unit
by 2010 at the latest.  Saab will cut 750 jobs at its main factory
in southern Sweden in response to falling demand.

Meanwhile, while Sweden has been nationalizing some struggling
banks to deal with a banking crisis, Sweden might take a 'hands
off' approach with SAAB.  Andrew Ross Sorkin of The New York Times
reports that the enterprise minister, Maud Olofsson, announced,
"The Swedish state is not prepared to own car factories."

According to The New York Times, such a view might seem jarring,
coming as it does from a country with a reputation for a
paternalistic view of workers and companies.  The "Swedish model"
for dealing with a banking crisis -- nationalizing the banks,
recapitalizing them and selling them -- has been much debated
lately in the United States, with free-market defenders warning of
a slippery slope of Nordic socialism.

"I don't think the government knows the situation in this town,
how many people depend on Saab.  To them it's just a factory.
They don't see the people behind it," Therese Doeij, a clerk at a
photo shop who has several friends who work at the company, told
The Times.

The New York Times wrote that governments all over the world are
confronting the disintegration of the global automobile market in
different ways, with loans, bailouts and takeovers.  But Sweden's
approach has been particularly hard-nosed, and particularly
unequivocal.

Source points out that Paul Akerlund, the local chairman of the
automobile workers' union, wonders, "Why is the government
apparently dead set against helping Saab, an iconic brand that
stands as a global symbol of Sweden, with Ikea, Volvo and Abba?".
He added, "I'm a little surprise. They say the market should help
itself, but the market has collapsed around the whole world. It's
an extraordinary situation."

Saab AB is a Sweden-based technology company active within the
defense, aviation and space industries. It operates through three
principal segments. Defense and Security Solutions develops and
manufactures command, control and communication systems. Systems
and Products produces and sells systems, products and components
for defense, aviation, space and civil security internationally.
Aeronautics comprises both military and civilian aeronautics
operations, including the Gripen program, which uses technology to
perform air-to-air and air-to-surface operational missions. The
Company consists of such business units as Saab Aerotech, Saab
Communication, Saab Grintek, Saab Systems, Combitech, Saab
Surveillance Systems, Saab Avitronics, Saab Barracuda, Saab Bofors
Dynamics, Saab Space, Saab Training Systems, Saab Microwave
Systems, Saab Underwater Systems, Saab Aerosystems, Saab
Aerostructures, Saab Aircraft Leasing and Gripen International.
Saab AB is headquartered in Stockholm, Sweden.

                       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.


GI JOE'S: Court Extends Interim DIP Order Until April 2
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered
another order allowing G.I. Joe's Inc. and its affiliates to
obtain debtor-in-possession financing of $51.2 million in the
interim until April 2, Dawn McCarthy of Bloomberg reported.

U.S. Bankruptcy Court Judge Kevin Gross in Wilmington, Delaware,
approved the financing from existing lender Wells Fargo Retail
Finance LLC.  Judge Gross set an April 2 hearing for final
approval of the loan.

In its previous interim order, the Court allowed the Debtors to:

   a) obtain credit and incur debt from Wells Fargo Retail
      Finance, LLC up to an aggregate committed amount of
      $51,210,577, for a period until the date of the further
      interim hearing, including the partial roll-up of the
      outstanding balance of the prepetition facility, secured by
      first priority, valid, priming, perfected and enforceable
      liens on property of the Debtors' estate, subject only to
      permitted prior liens, and with priority, over all other
      administrative expenses;

   b) establish the financing arrangement, including partial
      roll-up of the outstanding balance of the prepetition
      facility with Wells Fargo Retail Finance, LLC, as
      administrative agent and collateral agent, and the
      revolving credit lenders and incur DIP obligations; and

   c) use the proceeds of the DIP facility solely for (a) working
      capital and general corporate purposes; (b) payment of
      costs of administration of these cases; (c) upon entry of
      this interim order, all prepetition letters of credit
      issued under the perpetition financing agreements will be
      deemed issued under the DIP financing agreement; and (d)
      payment in full of the prepetition debt in accordance with
      the terms of this interim order and the DIP financing
      agreements.

WFRF and the Debtors are party to the prepetition revolving loans
dated as of Feb 1, 2007.   As of the petition date, G.I. Opco was
indebted under the prepetition senior financing agreements (a)
pursuant to the prepetition revolving loans in the approximate
principal amount of $47,269,149, plus letters of credit in the
approximate amount of $108,000; and (b) pursuant to the
prepetition term loans in the approximate principal amount of
$1,210,577; plus interest accrued and accruing, costs, expenses,
fees, other legal charges and other obligations, including,
without limitation, on account of cash management, credit card,
depository, investment, hedging and other banking or financial
services.  The Debtors believe that the value of their assets on a
net orderly liquidation basis exceeds the outstanding balance of
the prepetition senior facility, net of any claims secured by,
prior liens on the Debtors' assets.

Salient terms of the DIP financing agreement are:

Borrower:          G.I. Joe's Inc.

DIP Lender:        Wells Fargo Retail Finance, LLC

DIP Facility:      A senior revolving credit facility in a
                   committed amount up to $51,210,577.

Security:          Subject to the Carve-Out and permitted prior
                   liens (i) the DIP financing agreement and (ii)
                   all other obligations under or in respect of
                   the DIP financing agreement will be entitled
                   to (a) super priority claims status and (b)
                   will be secured by (i) a first priority
                   perfected security interest in all of the
                   existing and after acquired real and personal,
                   tangible and intangible assets of G.I. Opco,
                   with priority over all other liens except any
                   liens otherwise permitted by the prepetition
                   financing agreements.

Carve-Out:         (a) allowed administrative expenses, and (b)
                   allowed reasonable fees and expenses of
                   attorneys and financial advisors employed by
                   the Debtors up to an aggregate amount not to
                   exceed the sum of (i) $675,000; (ii) any
                   additional amounts for fees and expenses for
                   case professionals in any supplemental budget
                   for the two week period beyond April 3, 2009,
                   as agreed to be the DIP agent, in an aggregate
                   amount not to exceed $62,500 per week; (iii)
                   any additional amounts as subsequently agreed
                   to be the Debtors, the case professionals and
                   the DIP agent; and (iv) the IB success fee,
                   provided that the fees and expenses are
                   approved by this Court, or the lesser amount
                   as so approved.

Interest:          A fluctuating rate per annum equal to the Base
                   Rate plus (a) 2.25% for the DIP revolver, and
                  (b) 2.75% of the DIP Term Loan.

Default Rate
Interest:          2.00% over the applicable Interest Rate

Ratification and
Amendment Fees:    $450,000, full earned and payable to the DIP
                   Lender on the termination date subject to
                   reduction.

Maturity:          The earlier to occur of: (a) the revolving
                   credit maturity date; or (b) the termination
                   date, which includes, among other things, the
                   closing of a transaction; or (c) the
                   occurrence and continuance of an event of
                   default under DIP financing agreement.

The DIP agreement contains customary and appropriate events of
default.

The DIP agent was granted first priority priming, valid, perfected
and enforceable liens, subject only to Carve-Out and the permitted
prior liens, upon all of the Debtors' real and personal property
except for avoidance actions.

The DIP agent was also granted superiority administrative claim
status in respect of all DIP obligations, subject to the Carve-
Out.

A full-text copy of the Debtors' debtor-in-possession credit,
guaranty and security agreement dated March 4, 2009, is included
as Exhibit A (page 25) of the DIP motion, and is available for
free at: http://bankrupt.com/misc/GIJoes_DIP_motion.pdf

                           Cash Collateral

The Debtors were also authorized to access the cash collateral
securing their obligations to Crystal Capital Fund Management,
L.P. and to grant the prepetition agent the perpetition
replacement liens and prepetition superiority claims as adequate
protection.

Prior to the petition date, Crystal Capital and certain other
lenders made certain tranche B term loans pursuant to (a) the loan
and security agreement dated as of Feb. 1, 2007, and (b) all other
agreements, documents, notes, certificates and instruments
executed and delivered with, to, in favor of the Term Loan B
lenders.

As of the petition date, G.I. Opco was indebted under the
prepetition term loan B financing agreements in the approximate
amount of $35,266,366; plus interest accrued and accruing, costs,
expenses, fees, other charges and other obligations.

The prepetition secured parties have a security interest and lien
in cash collateral, including on all amounts in deposit in G.I.
Opco's banking, checking, or other deposit accounts and all
proceeds of prepetition collateral.

                About G.I. Joe's Holding Corporation

Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation
-- http://www.joessports.com-- owns and operates retail stores
selling sports apparel, and camping equipment and accessories.
G.I Joe has more than 30 locations in Idaho, Oregon, and
Washington.  The G.I. Joe's Holding Corporation and G.I. Joe's
Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D.
Del. Case Nos.: 09-10713 and 09-10714.  Proskauer Rose LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Steven M. Yoder, Esq., at Potter Anderson &
Corroon LLP, as their Delaware counsel and Patrick J. O'Malley, at
Development Specialist Inc., chief restructuring officer.  When
the Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million.


GI JOE'S: Auction Moved to April 7; Sale Hearing on April 9
-----------------------------------------------------------
Pursuant to revised bid procedures for the sale of substantially
all of the assets of G.I. Joe's Holding Corp. and G.I. Joe's Inc.,
the auction of the Debtors' assets will now be held on April 7,
2009, beginning at 11:00 a.m. at the offices of Potter Anderson &
Corroon LLP, 1313 Market Street, 6th Floor, in Wilmington,
Delaware.

The sale hearing has been moved to April 9.

As reported in the Troubled Company Reporter on March 12, 2009,
the Bankruptcy Court authorized the Debtors to sell substantially
all of their assets, free and clear of all liens and encumbrances
at an auction, which was originally scheduled for March 30.

A copy of the revised bid procedures is available at:

       http://bankrupt.com/misc/GIJOE.RevisedProcedures.pdf

                         About G.I. Joe's

Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation
-- http://www.joessports.com-- owns and operates retail stores
selling sports apparel, and camping equipment and accessories.
G.I Joe has more than 30 locations in Idaho, Oregon, and
Washington.  The G.I. Joe's Holding Corporation and G.I. Joe's
Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D.
Del. Case Nos.: 09-10713 and 09-10714.  The Debtors proposed
Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, as their
Delaware counsel and Patrick J. O'Malley, at Development
Specialist Inc., chief restructuring officer.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.


GREATER ATLANTA: Court Okays Firm's Disclosure Statement
--------------------------------------------------------
Kent A. Miles at The Atlanta Journal-Constitution reports that the
U.S. Bankruptcy Court for the Northern District of Georgia has
approved Greater the disclosure statement explaining Atlanta Bar-
B-Q, LLC's proposed Chapter 11 plan.

Greater Atlanta is now seeking creditors' approval of its
reorganization plan, which proposes that unsecured creditors get
50% payment over a three-year period, The Atlanta Journal states.
The report says that the court deadline for approval of the Plan
is April 20.

Norcross, Georgia-based Greater Atlanta Bar-B-Q, LLC, is a
franchisee of Sonny's barbecue restaurants.  The Company filed for
Chapter 11 bankruptcy protection on September 25, 2008 (Bankr.
N.D. Ga. Case No. 08-78865).  Wendy L. Hagenau, Esq., at Powell
Goldstein LLP assists the Company in its restructuring effort.
The Company listed $1 million to $10 million in assets and
$1 million to $10 million in debts.


HAMMOCKS LLC: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Court documents say that William G. Gray has placed The Hammocks
LLC, dba Richmond Hill Inn, in bankruptcy before the United States
Bankruptcy Court for the Western District of North Carolina
(Asheville).

According to court documents, Mr. Gray, The Hammocks' owner, said
that the loss of the Company's historic mansion to fire on
March 20 was valued at $7 million, including $25,000 in oriental
rugs, $55,000 in food and wine and an unknown amount to replace a
portrait of Gabrielle Pearson, the wife of the congressman and
ambassador who built the original Victorian mansion in 1889.

Mr. Gray said in court documents that The Hammocks had about
$7.9 million in total debts.  The Asheville Citizen-Times relates
that Mr. Gray listed assets of more than $16 million.

Jason Sandford at Mountain Xpress Files reports that Albert and
Marge Michel, the former owners of The Hammocks initiated
foreclosure proceedings after Mr. Gray fell behind on an owner-
financed, $8.8 million deed of trust.  Mr. Gray still owed
$6.9 million, says Mountain Xpress.

Before the fire, The Hammocks was scheduled to be auctioned on
April 16, states the report.

Mr. Gray then filed a civil lawsuit against the Michels, alleging
fraud and claiming that the Michels hadn't disclosed that there'd
been hundreds of leaks in the plumbing system for the mansion and
guest cottages, even though the problems were discovered in 2006.
The Michels, according to the report, denied Mr. Gray's
allegations.

County officials are also seeking $64,000 in unpaid property taxes
for 2008, Mountain Xpress relates, citing Buncombe County Tax
Director Gary Roberts.

The Hammocks LLC, dba Richmond Hill Inn, is based in North
Carolina.


HAMMOCKS LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Hammocks, LLC
        dba Richmond Hill Inn
        87 Richmond Hill Drive
        Asheville, NC 28806

Bankruptcy Case No.: 09-10332

Chapter 11 Petition Date: March 25, 2009

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

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  judyhj@bellsouth.net
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315

Total Assets: $16,410,707

Total Debts: $7,914,231

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Journal Communications                           $21,975
361 Mallory Station Rd., Suite 102
Franklin, TN 37067

David Worley, CPA                                $15,000
P.O. Box 2101
Asheville, NC 28802

Carolina First Bank-VIS                          $9,513
P.O. Box 7968
Columbia, SC 29202-7968

Inland Seafood                                   $8,842

Dedric Fitch                                     $6,985

Progress Energy                                  $6,150

AT&T                                             $5,332

PSNC Energy                                      $5,280

SYSCO                                            $5,195

Resort Data Process.                             $5,000

Susan Zimmerman                                  $4,797

David Austin                                     $4,058

Patricia Israel
$3,223

Sharon Olson                                     $3,147

Main Street Online                               $3,060

Carol King Associates                            $3,024

Gateway Park Ent.                                $3,000

Sara Hodgdon                                     $2,862

A Look at Asheville                              $2,600

Perry Hendrix                                    $2,271

The petition was signed by William G. Gray, member and manager.


HARRAH'S ENTERTAINMENT: Owners Hedge Against Bankruptcy
-------------------------------------------------------
Harrah's Entertainment Inc.'s owners, private-equity firms Apollo
Management LP and TPG Inc., are buying debt in order to maintain
control of the world's largest casino operator in the event it
files for bankruptcy, Jonathan Keehner, Caroline Salas and Jason
Kelly of Bloomberg reported, citing people familiar with the
matter.

Apollo and TPG, which purchased Las Vegas-based Harrah's in a
$30.7 billion buyout, have bought about $2 billion of its loans,
the people said.  They may hold an additional 20% of its "second-
lien" notes through a proposed debt exchange, according to a March
5 offering memorandum obtained by Bloomberg News.

Adam Cohen, an analyst at debt-research firm Covenant Review LLC,
in New York, as cited by the report said, "First-lien debt holders
are more likely to get all their money back in a bankruptcy, while
holders of second-lien notes may have their claims converted into
equity, giving them control of the company."  By amassing Harrah's
debt, Apollo and TPG may be able to retain control of the company
in a bankruptcy.  The buyout firms are considering buying more of
the debt, according to the offering memo.

Under the absolute priority rule of the Bankruptcy Code, secured
creditors have priority over a company's unsecured creditors to
the extent of the value of their collateral.  Unsecured creditors,
on the other hand, stand ahead of investors in the receiving line
and their claims must be satisfied before any investment loss is
compensated.  In some cases where investors are "out of the
money", investors purchase debt to keep control of the company.
Investors could also provide additional financing in exchange of
stock of the reorganized company.

Bloomberg states that according to Jonathan Macey, a professor of
corporate finance and securities law at Yale University, in New
Haven, Connecticut, Apollo and TPG's strategy may set up a
conflict with other equity investors in Harrah's.  He added, "That
could pit a buyout firm against other equity investors or
creditors if the company files bankruptcy."

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At Sept. 30, 2008, the company's consolidated condensed balance
sheets showed total assets of $37.0 billion, total liabilities of
$33.4 billion and stockholders' equity of $3.6 billion.

For three months ended Sept. 30, 2008, the company reported net
loss of $129.7 million compared with net income of $244.4 million
for the same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $100.9 million compared with net income of $667.2 million for
the same period in the previous year.

The company's cash and cash equivalents, including funds borrowed
during the quarter under its credit facilities, totaled
approximately $1.0 billion at Sept. 30, 2008, compared to
$654.7 million at Sept. 30, 2007.

                           *     *     *

As reported by the TCR on March 10, 2009, Standard & Poor's
Ratings Services lowered its corporate credit rating on Las Vegas-
based Harrah's Entertainment Inc. and its wholly owned subsidiary,
Harrah's Operating Co. Inc., to 'CC' from 'CCC'.  The rating
outlook is negative.  At the same time, S&P lowered the issue-
level rating on each of HOC's outstanding senior secured second-
priority and senior unsecured debt issues to 'C', from 'CCC-' and
'CC', respectively.  S&P also lowered the issue-level rating on
Caesars Entertainment Inc.'s subordinated debt issues to 'C' from
'CC'.  In addition, S&P placed the 'B-' issue-level rating for
HOC's senior secured first-lien credit facilities on CreditWatch
with negative implications.

These actions follow Harrah's announcement that it is offering to
exchange up to $2.8 billion of new 10% senior secured second-
priority notes due 2018 for a portion (or potentially all in some
cases) of each of the outstanding senior unsecured and
subordinated notes in the company's capital structure.


HEREFORD BIOFUELS: Court OKs Bid Procedures; April 22 Auction Set
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved at a hearing on March 12, 2009, auction and sale
procedures for the sale of substantially all of the assets of
Hereford Biofuels, L.P., et al., free and clear of all liens and
encumbrances.

Deadline for submission of bids is April 20.

If the seller receives at least two qualified bids, an auction
will be held on April 22 at the offices of Jones Day, 2727 N.
Harwood Street, in Dallas.

A sale hearing is scheduled for April 24, 2009, at 9:30 a.m. at
the Earle Cabell Building, 1100 Commerce Street, 14th Floor, in
Dallas.  Objections to the sale of the Debtors' assets, if any,
must be submitted not later than April 20.

Hereford Biofuels, L.P. has entered into a stalking horse
agreement with Ethanol Europe B.V. dated as of March 20, 2009.
Ethanol Europe B.V. has offered to pay (i) an amount equal to
$15,000,000, less any Cure Amounts paid by the Purchaser and (ii)
the assumption by the Purchaser of the Assumed Liabilities.

Bids to be accepted must exceed the aggregate consideration
offered pursuant to the Stalking Horse Agreement by at least
$400,000.

The Debtors will accept "cash only" bids.  In accordance with the
Bidding Procedures, bids must be accompanied by a certified check
or wire transfer payable to the Debtor in the amount of $500,000,
as "good faith deposit".

A copy of the Court's bid procedures order is available at:

     http://bankrupt.com/misc/Hereford.BidProceduresOrder.pdf

As reported in the Troubled Company Reporter on January 26, 2009,
Hereford Biofuels planned to sell its ethanol refinery pursuant to
a Section 363 sale process to be approved by the Court.  The
bankruptcy filing was precipitated by the refusal of one of the
project's leading banks to fund its loans, which the company
believes is a breach of the bank's financial commitment.

Based in Dallas, Hereford Biofuels Holdings, LLC is a unit of
Panda Ethanol Inc. which is currently developing six 115 million
gallon-per-year denatured ethanol projects located in Texas,
Colorado and Kansas.  Panda Ethanol's founder is Panda Energy
International, an American privately-held company.

Hereford Biofuels and three of its debtor-affiliates filed
separate petitions for Chapter 11 relief of January 23, 2009
(Bankr. N.D. Tex. Lead Case No. 09-30452).  Dan B. Prieto, Esq.,
Gregory M. Gordon, Esq., and Robert J. Jud, Esq., at Jones Day,
represent the Debtors as counsel.  Joseph M. Coleman, Esq., and
Joseph A. Friedman, Esq., at Kane, Russell, Coleman & Logan,
represent the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of between $50 million and $100 million, and
debts of between $100 million and $500 million.


HERITAGE CENTER: Can Use Cash Collateral on Interim Basis
---------------------------------------------------------
The Hon. Gloria M. Burns of the United States Bankruptcy Court for
the District of New Jersey authorized Heritage Center Inc. to use,
on an interim basis, cash collateral securing repayment of secured
loans to National City Bank and TD Bank North N.A., until
April 30, 2009.

The secured lenders asserted $18,920,235 in claims against the
Debtor.  In addition, the secured lenders have a valid and
subsisting first lien and security interest in certain real
property in Buckingha Township, Pennsylvania.  The secured lenders
have made a prima facie showing that they have a properly
perfected lien on the Debtor's assets including proceeds.

The Debtor said it has an immediate nee to use cash collateral to
continue its business operations without interruption to allow it
to come up with an effective plan of reorganization.  Proceeds of
the cash collateral will be used to maintain and preserve its
assets, and pay payroll and payroll taxes and insurance expenses
in accordance to the budget.

Secured lenders will be granted replacement perfected security
interest as adequate protection.

A hearing will take place on April 27, 2009, at 11:30 a.m., to
consider approval of the request.  Objection, if any, are due
April 20, 2009, by 5:00 p.m.

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

Headquartered in Furlong, Pennsylvania, Heritage Center Inc. filed
for Chapter 11 protection on March 12, 2009 (Bankr. D. N.J. Case
No. 09-16019).  Albert A. Ciardi, III, Esq., Ciardi Ciardi &
Astin, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
assets and debts between $10 million and $50 million each.


HERITAGE CENTER: Sells Buckingham Property for $1.5 Million
-----------------------------------------------------------
The Hon. Gloria M. Burns of the United States Bankruptcy Court for
the District of New Jersey authorized Heritage Center Inc. to sell
certain parcels of real property located in Buckingham Township,
Pennsylvania, for $1,510,600 to certain individuals -- Shai and
Valerie Reichart; Christopher Magaruh and Jennifer Lundberg; James
and Angela Lenczycki; and Mehul Dalal -- free and clear of liens,
claims and encumbrances.

The property is subject to a lien in the amount of $18,840,357 in
favor of PNC Bank National Association, as successor-in-interest
to National City Bank and TD North Bank, as participant in a
certain loan.

The Debtor said the sale would allow it to acquire money that it
can put aside for distribution to creditors.

Any objections to the sale of property are overruled, Judge Burns
said.  He said that the Debtor may pay at settlement all closing
costs associated with the property including real estate taxes,
commissions, all transfer tax and other fees.

A full-text copy of the list of lot numbers, closing date, buyers,
sale price and deposit for each parcel is available for free at:

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

Headquartered in Furlong, Pennsylvania, Heritage Center Inc. filed
for Chapter 11 protection on March 12, 2009 (Bankr. D. N.J. Case
No. 09-16019).  Albert A. Ciardi, III, Esq., Ciardi Ciardi &
Astin, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
assets and debts between $10 million and $50 million each.


HOME BISTRO: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Dan Heath at The Press Republican reports that Home Bistro Foods
Inc. has filed for Chapter 11 bankruptcy protection.

The Press Republican relates that Francis Brennan at Nolan and
Heller LLP, who assist the Company in its restructuring effort,
blamed his client's collapse on the economic downturn, because its
business is driven by discretionary consumer spending.  Citing Mr.
Brennan, the report states that as consumers looked for ways to
save money, sales declined and caused an adverse effect on Home
Bistro's cash flow.

The Development Corp., Home Bistro's landlord and a creditor, said
in a press release that it was made aware of the filing on Monday
last week.  Court documents say that The Development Corp. is one
of Home Bistro's four secured creditors.  The Press Republican
states that other funding streams were through the North Country
Alliance and other local lenders.

Home Bistro has until April 4 to file schedules of assets and
liabilities, current income and expenses, executory contracts and
unexpired leases, and a statement of financial affairs, The Press
Republican relates, citing Mr. Brennan.

Plattsburgh-based Home Bistro Foods Inc. cooks and prepares
gourmet meals that are flash frozen and shipped throughout the
continental United States.  The Company was founded in Vermont in
1999.  It moved to The Development Corp.'s Banker Road Industrial
Park, part of the Clinton County Empire Zone, in 2003.  The
Company has 60 full-time and eight part-time employees.


HUNTER FAN: S&P Puts 'B' Corp. Credit Rating on Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Memphis, Tennessee-based Hunter Fan Co., including its 'B'
corporate credit rating, on CreditWatch with negative
implications.  The CreditWatch placement means that S&P could
lower or affirm the ratings following the completion of S&P's
review.  As of Feb. 2, 2009, the Company had about $227 million of
total debt.

"The CreditWatch listing reflects S&P's concerns about Hunter
Fan's tight covenant cushion and its ability to reduce debt
leverage, given the weak U.S. housing market and economy," said
Standard & Poor's credit analyst Rick Joy.  As of Feb. 2, 2009,
S&P estimates total adjusted debt to EBITDA remained high at about
7.4x.  S&P is also concerned that covenant cushion will weaken
further as the required level for Hunter Fan's net debt leverage
covenant steps down as of Oct. 31, 2009.  "Although S&P expects
the company's margins will benefit from cost-reduction actions,
S&P believes near-term operating performance is likely to remain
challenging, given the current weak economic environment," he
continued.  To resolve the CreditWatch listing, Standard & Poor's
will focus on Hunter Fan's ability to restore adequate covenant
cushion and improve financial metrics.


HUNTSMAN CORP: Pays $15 Mil. in Consulting Fees to Jon Huntsman
---------------------------------------------------------------
Peter Lattman at The Wall Street Journal reports that Huntsman
Corp. has paid $15 million in consulting fees to its founder,
chairperson, and major shareholder Jon Huntsman, for his work in
settling a lawsuit against Apollo Management LP over a failed
leveraged buyout.

According to WSJ, that the payment has raised the eyebrows of
corporate-governance experts and Huntsman's shareholders at a time
when corporate decisions about executive pay have caused a public
outrage.

"As a large shareholder, it's in Mr. Huntsman's financial interest
to get the best possible settlement.  Why would you pay him so
much money for something he's already economically motivated to
do?"  WSJ quoted University of Delaware's Weinberg Center for
Corporate Governance director, Charles Elson.

WSJ relates that Nolan Archibald, a Huntsman board member and the
chief of its compensation committee, responded, "Jon single-
handedly negotiated this settlement and, I believe, saved the
company in doing so."  The payment wasn't a bonus, but rather a
consulting fee equivalent to 1.5% of the settlement, the report
states, citing Mr. Archibald.

Huntsman paid its litigation counsel, Vinson & Elkins, about
$43 million in fees, WSJ states.

                       About Huntsman

Headquartered in Salt Lake City, Utah, Huntsman Corporation
(NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of
differentiated chemical products and inorganic chemical products.
The company operates in four segments: Polyurethanes, Materials
and Effects, Performance Products and Pigments.  Its products are
used in a range of applications, including those in the adhesives,
aerospace, automotive, construction products, durable and non-
durable consumer products, electronics, medical, packaging, paints
and coatings, power generation, refining, synthetic fiber, textile
chemicals and dye industries.  Its Latin American operations are
in Argentina, Brazil, Chile, Colombia,
Guatemala, Panama and Mexico.

                       *     *     *

As reported by the Troubled Company Reporter on March 19, 2009,
Standard & Poor's Ratings Services said it lowered its ratings on
Salt Lake City, Utah-based Huntsman Corp., including its corporate
credit rating to 'B' from 'BB-'.  The ratings remain on
CreditWatch with negative implications.  At the same time, S&P
assigned its '5' recovery rating, indicating the expectation of
modest recovery (10%-30%) in the event of a default, to Huntsman
International LLC's existing $300 million senior unsecured notes.
S&P also assigned a '6' recovery rating, indicating the
expectation of negligible recovery (0%-10%) in the event of a
default, to Huntsman International LLC's existing subordinated
notes aggregating $1.285 billion.


INDALEX HOLDINGS: Court May Rescind Cash Collateral Order
---------------------------------------------------------
Indalex Holdings Finance Corp., has received interim approval to
access their lenders' cash collateral on the interim.  The Debtors
proposed to provide replacement liens as adequate protection to
the secured lenders.

A final hearing on the Debtors' cash collateral motion is
scheduled for April 14.

According to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court
for the District of Delaware inserted a provision in the cash
collateral order giving the Court the ability to take away the
security interests given the lenders in return for the use of
cash if the Court were to rule later in the case that the
pre-bankruptcy security interests were invalid.

The Debtors said that access to cash collateral will enable them
to pay ordinary course operating expenses including payments to
trade creditors and funding of payroll, to the extent provided for
in the budget.  The Debtors will use cash pursuant to a budget.
A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?3a93

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

                      About Indalex Holdings

Indalex Holding Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America. The company's aluminum extrusion
products are widely used throughout industrial, commercial and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

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

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


JEFFERSON COUNTY: Bond Insurers Ask Court to Appoint Receiver
-------------------------------------------------------------
Jay Reeves at The Associated Press reports that Jefferson County,
Alabama's bond trustee The Bank of New York Mellon, along with
Syncora Guarantee Inc. and Financial Guaranty Insurance Co. -- two
companies that insured Jefferson County's debt -- have asked a
court to appoint a receiver for the county.

The insurers, says The AP, have already made millions in bond
payments that the county couldn't afford.

According to The AP, the bond insurers claimed that corruption and
incompetence has pushed the county near financial ruin, while Joe
Mays -- the attorney for Jefferson County -- placed the blame on
Wall Street financiers.

Henry Simpson, the attorney for the bond insurers, told the court
that Jefferson County has proven it is incapable of operating the
system, citing a string of 21 corruption convictions, bad
decisions and waste linked to years of work on sewers, The AP
relates.  According to The AP, Mr. Simpson said, "The blame may
lie on many people who are not here, but we are concerned with the
corporate body."

The AP notes that Birmingham mayor Larry Langford is currently
awaiting trial on federal bribery charges linked to the sewer debt
and his time on the Jefferson County Commission.  Mr. Langford,
according to The AP, allegedly told Wall Street firms that they
had to do business with a friend's investment banking company if
they wanted to handle the county's bond work.

The AP states that Alabama Gov. Bob Riley has asked the Obama
administration to provide a form of bond insurance so that
Jefferson County could refinance its debt, but hasn't received a
response.

                    About Jefferson County

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

                          *     *     *

As reported by the Troubled Company Reporter on March 25, 2009,
commissioners Jim Carns and Bobby Humphryes are urging the
Jefferson County in Alabama to file for Chapter 9 bankruptcy
protection.  Jefferson County is struggling with $4 billion in
debt related to a series of bond transactions earlier in the
decade.

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

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


JEFFERSON COUNTY: Officials Seek Budget Cuts to Conserve Cash
-------------------------------------------------------------
Bloomberg's Kathleen Edwards reports that Jefferson County,
Alabama officials have asked department heads to cut their budgets
as much as 43% to prevent the county's $300 million general fund
from running out of money by June.

Bloomberg states that County Commission president Bettye Fine
Collins, a Republican, told departments to propose 10% budget cuts
and to submit plans for another 33% of cuts on April 1.

According to the report, the county's general fund may lose
$78 million in annual revenue after an Alabama Circuit Court Judge
in January repealed a 0.5% occupational tax and business license
tax.  The county has appealed the decision.  It is continuing to
collect the taxes, putting the receipts in an interest-bearing
escrow account until a ruling is made.

Jefferson County, home to Birmingham, the most populous city in
Alabama, faces insolvency after interest rates on more than $3
billion of adjustable-rate sewer bonds surged last year, Bloomberg
said.

                    About Jefferson County

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

                          *     *     *

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

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


KB TOYS: Co-Founder Donald Kaufman to Auction Off Toys
------------------------------------------------------
KB Toys Inc. co-founder Donald Kaufman is planning to auction off
his toy collection, Bloomberg News said.

Mr. Kaufman, with his 100-year-old, $40,000 clown car, may be the
Yves Saint Laurent of the antique toy world, Bloomberg said.
According to the report, among aficionados, the collection of
mostly cast-iron vehicles dating back to the 19th century has
drawn comparisons to Mr. Laurent's Chinese bronzes.  Mr. Laurent's
possessions were auctioned last month in Paris for EUR374.4
million ($477 million), defying the sagging art market.

The auction is to begin six weeks after KB Toys, controlled by
Prentice Capital Management Inc., liquidated its own stock.  Mr.
Kaufman's father, Harry, and uncle, Joseph, started a candy
business in 1922 that the younger Kaufman later helped expand into
a 1,300-store chain.

KB Toys filed for bankruptcy in December after sales plunged.
"It's kind of a sad story when you see a company founded by your
father and uncle and the people who bought the company mishandled
it and failed," MR. Kaufman said. "I'm glad I got out when I did."

Bloomberg's Matt Townsend reports that Mr. Kaufman has amassed
7,000 toys over the past half century.  About 1,500 lots, with an
estimated value of as much as $4 million, will be sold in a three-
day auction at Bertoia Auctions in Vineland, New Jersey.

The source says that many pieces are valued at more than $10,000.
Others have lower price tags, such as a 1961 Cadillac with an
estimate between $800 and $1,000. A 1928 Packard four-door sedan
is estimated to fetch between $3,500 and $4,000.

Bloomberg relates that Mr. Kaufman sold his stake in KB Toys in
1981.  Now he is divesting assets and plans to invest the
proceeds.  He decided to auction the toys two years ago, before
the recession started, and hasn't changed his mind.

                        About KB Toys

Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. --
http://www.kbtoys.com-- operates a chain of retail toy stores.

On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for
protection under Chapter 11 of the Bankruptcy Code, which were
administratively consolidated under Case No. 04-10120.  Two of the
200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of
Massachusetts Inc.  In connection with the emergence of KB Toys
from bankruptcy in August 2005, and the subsequent organizational
restructuring, the assets and operations of may of these prior
debtors were transferred among then existing debtor entities and
consolidated with KB Toys Group.  Furthermore, most of the
entities involved were either dissolved or were merged into
surviving entities, and several of them changed their names.  As
a result, nine Debtors and four inactive special purpose units
which are not debtors.

The company, together with eight of its affiliates, again filed
for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No.
08-13269).  Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Wilmer Cutler
Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting
Inc. as financial and restructuring advisor, and Epiq Bankruptcy
Solutions LLC as claims and noticing agent.

According to Bloomberg, KB listed assets of $241 million against
debt totaling $362 million in its Chapter 11 petition filed
on Dec. 11.  The debts include $143 million in unsecured claims;
and $200 million in secured claims, including $95.1 million owed
to first-lien creditors where General Electric Capital Corp.
serves as agent; and $95 million owed to second-lien creditors.

As reported by the Troubled Company Reporter on Dec 22. 2008, the
Hon. Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware has allowed KB Toys Inc. to start going-out-of-business
sales.  KB Toys expects the liquidation sales to be completed by
Feb. 9, 2009.


KS REALTY: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: KS Realty, Inc.
        12 Emerson Street
        Hopkinton, MA 01748

Bankruptcy Case No.: 09-10918

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Pointe Luck, LLC                                   09-10919

Chapter 11 Petition Date: March 23, 2009

Court: District of New Hampshire (Manchester)

Judge: J. Michael Deasy

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

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

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

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

Mildred H. McAvoy Trust        Unsecured loan    $214,000
c/o Fletcher Tilton &
Whipple, PC
370 Main Street
Worcester, MA 01608

BC Underwood LLC               Real estate       $360,000
                               counseling/
                               appraisal

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

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

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

Rourke Builders LLC            Model home        $25,000
                               construction

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

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

M & M Associates               Advertising       $9,500

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

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

Fletcher, Tilton & Whipple     Legal services    $4,125

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

One Beacon Insurance           Insurance         $2,766
                               premiums

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


LEHMAN BROTHERS: Examiner Seeks Information from JPMorgan Chase
---------------------------------------------------------------
Lehman Brothers Holdings Inc. examiner Anton Valukas asked
JPMorgan Chase & Co. to turn over documents and provide
information in his probe of how the fourth-largest investment bank
collapsed into bankruptcy.

Karen Gullo of Bloomberg, reports that Mr. Valukas and JPMorgan
obtained an order from the U.S. Bankruptcy Court for the Southern
District of New York protecting the confidentiality of sensitive
information that may be disclosed to the examiner, including
certain securities, loans or instruments of Lehman's now held by
JPMorgan, according to the filing.

Bloomberg says that according to court filings, JPMorgan, the main
lender and clearing agent for Lehman, has been blamed for the
firm's collapse by its creditors.

                      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: Naked Short Selling Blamed for Collapse
--------------------------------------------------------
The biggest bankruptcy in history might have been avoided if Wall
Street had been prevented from practicing one of its darkest arts,
Gary Matsumoto of Bloomberg reported.   Former Chief Executive
Officer Richard Fuld, as cited by the report said that naked short
selling -- coupled with "unsubstantiated rumors" -- played a role
in his firm's demise.

As Lehman Brothers Holdings Inc. struggled to survive last year,
as many as 32.8 million shares in the company were sold and not
delivered to buyers on time as of Sept. 11, according to data
compiled by the Securities and Exchange Commission and Bloomberg.

According to the report, the SEC has linked such so-called fails-
to-deliver to naked short selling, a strategy that can be used to
manipulate markets.  A fail-to-deliver is a trade that doesn't
settle within three days.

Bloomberg explains that short sellers arrange to borrow shares,
then dispose of them in anticipation that they will fall. They
later buy shares to replace those they borrowed, profiting if the
price has dropped.  Naked short sellers don't borrow before
trading -- a practice that becomes evident once the stock isn't
delivered.

Such trades can generate unlimited sell orders, overwhelming
buyers and driving down prices, according to the report, citing
Susanne Trimbath, a trade settlement expert and president of STP
Advisory Services, an Omaha, Nebraska-based consulting firm.

The SEC last year started a probe into what it called "possible
market manipulation" and banned short sales in financial stocks as
the number of fails-to-deliver climbed, the report added.

While naked short sales resulting from errors aren't illegal,
using them to boost profits or manipulate share prices breaks
exchange and SEC rules and violators are subject to penalties,
said Bloomberg.

                     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)


LNR PROPERTY: S&P Puts 'B+' Counterparty Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on LNR Property Holdings Ltd. and LNR Property Corp., including
the 'B+' long-term counterparty credit rating and 'BB' senior
secured debt rating, on CreditWatch with negative implications.

"The CreditWatch reflects LNR's weakened capital position as it
grapples with the global downturn in commercial real estate," said
Standard & Poor's credit analyst Adom Rosengarten.  Impairments on
commercial mortgage-backed securities investments have
significantly diminished capital levels and leave little cushion
for losses if the company needs to sell assets to raise liquidity.
Cash flows have been pressured, but currently remain adequate to
cover fixed obligations, and LNR is in compliance with all
covenants associated with its senior-secured borrowings.  However,
nonservicing cash flow could be squeezed if asset quality
continues to deteriorate.

Delinquencies, while still at a relatively low level, have
accelerated materially during the past year, mirroring the global
downturn in CRE.  In addition, the depressed market value of CRE
assets has reduced the value of collateral backing LNR's senior-
secured loans.  S&P is currently reviewing the recovery prospects
for these facilities.  This review may result in us lowering S&P's
counterparty credit and/or senior secured debt ratings on LNR by
one or more notches.


LYONDELL CHEMICAL: Liberty Wants to End Insurance Coverage
----------------------------------------------------------
Bankruptcy Law360 reports that Liberty Surplus Insurance Co. asked
the U.S. Bankruptcy Court for the Southern District of New York to
lift the automatic stay and allow its insurance policies with
Lyondell Chemical Co. to expire.  Liberty Surplus, the report
says, explained it no longer wants to continue to provide coverage
to the Debtors.

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Will Close Chocolate Bayou Complex by August 4
-----------------------------------------------------------------
Azom.com reports that LyondellBasell Industries AF SCA will
permanently close its Chocolate Bayou olefins complex near Alvin,
Texas, by August 4, 2009, due to reduced projections for olefins
demand, the limited feedstock flexibility of the site, high fixed
costs due to scale and high costs related to the site service
agreements.

Chocolate Bayou has been shut down since December 2008, Azom.com
relates.  The report states that LyondellBasell exercised an
option under Chapter 11 to reject the site lease and to
permanently shut down the unit.  LyondellBasell, says the report,
has secured the approval of the U.S. Bankruptcy Court for the
Southern District of New York.

Azom.com relates that LyondellBasell's other six crackers will
provide sufficient volumes to meet the need of clients.

According to Azom.com, site personnel are developing a transition
plan for the transfer of the site to Solutia.

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


MAGNA ENTERTAINMENT: Pays $1MM Bond to OSRC, Saves Thistledown
--------------------------------------------------------------
Tom LaMarra at BloodHorse.com reports that Magna Entertainment
Corp. has paid a $1 million bond to the Ohio State Racing
Commission on Friday.

According to D'Arcy Egan at Plain Dealer Reporter, Thistledown
would have to shut down its daily simulcast racing programs
Saturday had Magna Entertainment failed to post a $1 million
liability bond by Friday.  BloodHorse.com relates that Magna
Entertainment's Thistledown operation would have lost its
operating permit.

BloodHorse.com says that the OSRC requires bonds of racetracks to
cover payments and potential revenue losses should meets not be
held for any reason.  BloodHorse.com states that Magna
Entertainment said during a March 19 meeting with the OSRC that
the Company's ongoing Chapter 11 bankruptcy proceeding made
securing the bond difficult.

        Proposed Bidding Process for Racetracks Hits Snag

Ryan Conley at BloodHorse.com reports that PNC Bank, Wells Fargo
Bank, and Bank of Montreal have filed objections over Magna
Entertainment's proposed bidding process to sell racetracks --
including Pimlico Race Course, Santa Anita Park, and Golden Gate
Fields -- and other assets.  BloodHorse.com relates that PNC Bank,
Wells Fargo Bank, and Bank of Montreal hold liens on the
racetracks.

According to BloodHorse.com, the banks claimed that the proposed
bidding process will fail to bring optimum results, as Magna
Entertainment's terms for the proposed auction are too broad or
too confusing.

Citing PNC Bank, BloodHorse.com says that Magna Entertainment is
seeking not to sell the assets outright, but rather stock,
membership, and partnership interests.  The report quoted PNC Bank
as saying, "This inconsistency renders the (bidding motion) very
confusing.  The proposed transaction will effectively chill all
meaningful bidding and will not result in any meaningful sale
since there will be very few, if any, purchasers who would be
willing to purchase interests in the debtors as opposed to the
specific assets. . . .  The method selected by the debtors for
offering the Pimlico/Preakness assets for sale . . . will result
in a much lower proposed sales price for such assets than would
result if the debtors immediately offered (them) for sale along
with the revenues to be generated by the Preakness."

Frank Angst at Thoroughbred Times quoted PNC Bank as saying, "If
the Pimlico/Preakness assets were sold prior to the Preakness race
[on May 16], the assets would yield a significantly higher
purchase price than if the assets are offered for sale after the
Preakness race since the bulk of the revenues that Pimlico Race
Course generates result from the Preakness race itself."  Magna
Entertainment, says Thoroughbred Times, has proposed that it would
accept bids until July 7 and disclose winners on August 7.

Wells Fargo Bank, BloodHorse.com relates, claimed that the terms
under which Magna Entertainment proposes to conduct the bidding
are too vague, saying that "the bidding procedures do not actually
require the debtors to consummate a sale pursuant to their terms;
as such, the bidding procedures motion merely asks the court to
enter an order granting the debtors the unremarkable authority to
'maybe' enter into auction if they believe it will be beneficial
to the estates."

BloodHorse.com, citing Wells Fargo, states that the bid process
lets Magna, among other things, modify the procedures at any time,
pursue arrangements with bidders outside the auction process,
change the date of the auction, reject bids, and withdraw assets
from the auction "at any time for any reason. . . .  The wide
latitude . . . will detract otherwise willing bidders from
participating in the auction process.  Because the debtors are
free to deal with potential purchasers outside the auction, there
is no incentive to participate in the auction itself.  Without
this incentive, the auction is destined to fail."

According to BloodHorse.com, Bank of Montreal had the same
arguments with PNC Bank and Wells Fargo Bank.

                  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.



MASONITE INTERNATIONAL: To Exit Bankruptcy End by August
--------------------------------------------------------
Masonite International Corp. must exit bankruptcy by August under
a plan that would cut its debt by almost $2 billion, Steven Church
of Bloomberg reported.

The source says that according to court records, the timetable is
part of the reorganization plan Masonite spent eight months
negotiating with banks and bondholders.  U.S. Bankruptcy Judge
Peter Walsh agreed to consider in April whether the disclosure
statement explaining the plan contains enough information.
Objections to the disclosure statement are due April 13, which is
four days before the hearing.

The company has until April 25 to win Judge Walsh's approval of
the disclosure statement, designed to help creditors decide
whether to vote in favor of the reorganization, said Bloomberg.

Masonite said it has support from 75% of lenders and 83% of
noteholders for the plan, which would give them the company in
exchange for eliminating debt they are owed.

The Debtors have asked the U.S. Bankruptcy Court for the District
of Delaware to establish these dates and deadlines in connection
with their prepackaged Chapter 11 plan:

  April 22, 2009 -- Voting record date

  April 24, 2009 -- Deadline for distributing solicitation
                    packages, including Ballots, Beneficial
                    Holder Ballots, and Master Ballots, to
                    Holders of Claims entitled to vote on the
                    Plan

  April 27, 2009 -- The last date by which the Debtors will
                    publish notice of the Confirmation Hearing

  May 12, 2009   -- The date by which the Debtors must file the
                    Plan Supplement with the Court and serve the
                    2002 List with a notice that will (i) inform
                    the parties that the Debtors filed the Plan
                    Supplement, (ii) list the information
                    contained in the Plan Supplement, and (iii)
                    explain how parties may obtain copies of the
                    Plan Supplement

  May 25, 2009   -- Deadline by which all Ballots and Master
                    Ballots must be properly executed, completed
                    and delivered so that they are actually
                    received by Financial Balloting Group, LLC

                 -- Deadline by which objections to the Plan
                    must be filed with the Court

  May 28, 2009   -- Date by which the Debtors must file the
                    Voting Report with the Court

  June 1, 2009   -- Confirmation Hearing Date

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

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

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


MERUELO MADDUX: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Meruelo Maddux Properties, Inc.
        761 Terminal Street Building 1 2nd Fl
        Los Angeles, CA 90021

Bankruptcy Case No.: 09-13356

Debtor-affiliates that filed separate Chapter 11 petitions on
March 26, 2009:

        Entity                                     Case No.
        ------                                     --------
Meruelo Maddux Properties - 12385 San Fernando     09-13338
Road LLC

Debtor-affiliates that filed separate Chapter 11 petitions on
March 27, 2009:

        Entity                                     Case No.
        ------                                     --------
Meruelo Farms LLC                                  09-13358
Meruelo Maddux - 3rd & Omar Street LLC             09-13359
Meruelo Maddux - 420 Boyd Street LLC               09-13360
Meruelo Maddux - 500 Mateo Street LLC              09-13361
Meruelo Maddux - 915-949 S. Hill Street LLC        09-13362
Meruelo Maddux Properties - 760 S. Hill Street LLC 09-13363
Meruelo Madddux Properties - 1919 Vineburn Street  09-13364
Meruelo Maddux - 2415 E. Washington Blvd, LLC      09-13365
Meruelo Wall Street LLC                            09-13366
Meruelo Maddux - 5500 Flotilla Street, LLC         09-13367
Santa Fe Commerce Center Inc. a CA Corp.           09-13368
Meruelo Maddux - Mission Boulevard LLC             09-13369
Meruelo Maddux Properties - 306-330 N. Avenue 21   09-13370
Meruelo Maddux Properties - 2131 Humboldt Street   09-13371
Meruelo Maddux Properties - 1009 N. Citrus Avenue  09-13372
Merco Group - 3185 E. Washington Boulevard, LLC    09-13373
Meruelo Maddux Properties - 1060 N. Vignes, LLC    09-13374
Merco Group - 2040 Camfield Avenue, LLC            09-13375
National Cold Storage, LLC                         09-13376
Wall Street Market, LLC                            09-13377
Merco Group - 801 E. 7th Street, LLC               09-13378
Santa Fe & Washington Market, LLC                  09-13379
Merco Group - 146 E. Front Street, LLC             09-13380
Merco Group - 5707 S. Alameda, LLC                 09-13381
Merco Group - 1211 E. Washington Boulevard LLC     09-13382
Meruelo Maddux Properties - 2951 Lenwood Road LLC  09-13383
Merco Group - 1308 S. Orchard, LLC                 09-13384
Merco Group - Ceres Street Produce, LLC            09-13385
Meruelo Baldwin Park, LLC                          09-13386
Meruelo Maddux Properties, L.P.                    09-13387
Meruelo Maddux Construction, Inc.                  09-13388
Meruelo Maddux - 230 W. Avenue 26, LLC             09-13389
Meruelo Maddux Management, LLC                     09-13390
Meruelo Maddux - 817-825 S. Hill Street, LLC       09-13391
MMP Ventures, LLC                                  09-13392
Meruelo Maddux - 1000 E. Cesar Chavez, LLC         09-13393
Alameda Produce Market, LLC                        09-13394
788 South Alameda, LLC                             09-13395
905 8th Street, LLC                                09-13396
2640 Washington Boulevard, LLC                     09-13397
Merco Group -1500 Griffith Avenue, LLC             09-13398
Merco Group - 4th Street Center, LLC               09-13399
Merco Group - 425 West 11th Street, LLC            09-13400
Merco Group - 620 Gladys Avenue, LLC               09-13401
Meruelo Maddux - 336 W. 11th Street, LLC           09-13402
Merco Group - 2001-2021 West Mission Boulevard LLC 09-13403
Merco Group - 2529 Santa Fe Avenue, LLC            09-13404
Merco Group - Little J, LLC                        09-13405
Merco Group, LLC                                   09-13406
Merco Group - Southpark, LLC                       09-13407
Merco Group - Overland Terminal, LLC               09-13434
Meruelo Maddux - 555 Central Avenue, LLC           09-13439

Type of Business: The Debtors engage in residential, commercial
                  and industrial development.

                  See http://www.meruelomaddux.com/

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

Judge: Kathleen Thompson

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

The Debtors' financial condition as of December 31, 2008:

Estimated Assets: $681,769,000

Estimated Debts: $342,022,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Sorenson Group Management      Unsecured debt on $6,189,589
c/o Primary Residental         bank loan
Mortgage
Attn: Christy
4750 West Wiley Post Way
Ste 200
Salt Lake City, UT 84116

Meruelo, Richard                                 $102,069
761 Terminal Street, Bldg. 1
Los Angeles, CA 90021

Maddux, John Charles                             $67,454
3243 Calle De Debesa
Camarillo, CA 93010

Beckemeyer, Lynn                                 $23,678

Skaggs, Fred                                     $22,885

Todd Nielsen                   expense           $14,836
                               reimbursement

Miguel Echemendia              trade             $14,836

Philip S. Payne                                  $14,475

Richard Polanco                                  $13,225

John Hansen                                      $13,225

Lynn Beckemeyer                                  $11,657

Anthony Williams                                 $11,350

Ted McGonagle                  trade             $9,114

Fred Skaggs                    trade             $9,114

Echemendia, Miguel                               $7,813

Murray, Andrew                                   $5,288

Richard Meruelo                trade             $1,817

John Maddux                    trade             $1,817

Nielsen, Todd W                                  $409

Bank of America                                  Unknown

Largest Unsecured Creditors of Meruelo Maddux Properties - 12385
San Fernando:

   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: Closes $775-Mil. Sale of Treasure Island to Ruffin
--------------------------------------------------------------
MGM MIRAGE, through its wholly-owned subsidiary The Mirage Casino-
Hotel, consummated March 20, 2009, the sale of the Treasure Island
Hotel & Casino to Ruffin Acquisition, LLC, for $775 million.

The TI sale was pursuant to a Purchase Agreement dated as of
December 13, 2008, as amended by a First Amendment to Purchase
Agreement dated March 12, 2009, by and among Mirage Casino-Hotel,
TI and Ruffin Acquisition.

At closing, the Company received $600 million in cash proceeds and
a $175 million secured note bearing interest at 10% payable not
later than 36 months after closing.  Ruffin Acquisition has an
option to prepay this note on or before April 30, 2009, and
receive a $20 million discount on the purchase price.  The note is
secured by the assets of TI and will be senior to any other
financing.

A full-text copy of the First Amendment to the Purchase Agreement
dated March 12, 2009, is available at no charge at:

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

In connection with the sale of TI, including the transfer of all
of the membership interest in TI, TI was released as a guarantor
of the outstanding indebtedness of the Company and its
subsidiaries.

TI is located on the Las Vegas Strip and features 2,885 guest
rooms and suites, approximately 87,000 square feet of gaming
space, several fine and casual dining outlets, The Sirens of TI --
the iconic pirate battle attraction, and Mystere, the first
permanent production in Las Vegas by Cirque du Soleil.

"We are very excited to have acquired such a stellar resort in
Treasure Island," said Phil Ruffin.  "The property is in pristine
condition, ideally located in the heart of the Strip," Mr. Ruffin
noted.

As a result of the sale, MGM MIRAGE expects to report a
substantial gain in the first quarter.

                       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.

MGM MIRAGE reported a net loss of $1.14 billion on revenues of
$1.62 billion for the three months ended December 31, 2008.  MGM
MIRAGE reported a net loss of $855.2 million on revenues of
$7.20 billion for year 2008.  MGM MIRAGE had $23.2 billion in
total assets, including $1.53 billion in total current assets;
$3.0 billion in total current liabilities; and $12.4 billion in
long-term debt.  A full-text copy of the Annual Report on Form 10-
K is available at no charge at:

               http://researcharchives.com/t/s?3ae0

The Company does not expect to be in compliance with the financial
covenants under its senior credit facility at March 31, 2009.  On
March 17, Company obtained an amendment to the senior credit
facility, which included a waiver of the requirement to comply
with the financial covenants through May 15, 2009.  Following
expiration of the waiver on May 15, 2009, the Company will be
subject to an event of default related to the expected
noncompliance with financial covenants under the senior credit
facility at March 31, 2009.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                        *     *     *

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:

  -- 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'.


MGM MIRAGE: Provides Funds to Continue CityCenter Project
---------------------------------------------------------
MGM MIRAGE has received waivers from its lenders to fund 100% of
the required march equity contributions for CityCenter.

MGM MIRAGE said Friday that it is -- with the authorization of its
senior lenders -- providing $200 million of funding to CityCenter
to satisfy the required sponsor equity contributions due on or
about March 24, 2009.  The funding includes
$100 million which should have been funded by Dubai World.  This
allows construction to continue while MGM MIRAGE seeks additional
funding for CityCenter.

Bankruptcy Law360 says MGM Mirage staved off a possible bankruptcy
filing for the $8.6 billion megaproject.  As reported by the
Troubled Company Reporter on March 27, 2009, MGM Mirage has hired
Weil, Gotshal & Manges LLP to help prepare a possible Chapter 11
filing for City Center and to explore other options.  The Wall
Street Journal had said MGM Mirage might seek bankruptcy
protection over the weekend, depending on negotiations among MGM
Mirage, its lenders, and Dubai World, which sued the Company for
breach of contract and blamed it for cost overruns.  The TCR said
on March 24, 2009, that 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.

According to Dow Jones, Dubai World said the $200 million payment
MGM Mirage made to its CityCenter project is "an acceptable,
albeit temporary, solution to the liquidity issues that MGM Mirage
is facing, which are at the heart of the lawsuit filed in
Delaware."

MGM MIRAGE said it intends to work with Dubai World, its lenders
and others to find a long-term solution for the financing of
CityCenter's completion.

With the funding, the remaining combined equity contributions
necessary to access the CityCenter credit facility are
approximately $800 million.

"MGM MIRAGE believes that CityCenter is of vital importance to Las
Vegas and the state of Nevada," said Jim Murren, Chairman and CEO
of MGM MIRAGE.  "We are doing our utmost to see that this project
continues, keeping thousands of Nevadans employed.  We will
continue to make every effort to see that CityCenter is completed
and becomes an even greater economic driver for the region.  We
appreciate the support of our senior lenders and the CityCenter
lending group.  We continue to review with our partners all
possible options to keep CityCenter fully funded and on a path to
completion."

CityCenter, an unprecedented urban metropolis on the Las Vegas
Strip scheduled to open in late 2009, is a joint venture between
MGM MIRAGE and Infinity World Development Corp, a subsidiary of
Dubai World.

WSJ's Jeffrey McCracken and Tamara Audi had said missing Friday's
payment would start the clock ticking on CityCenter's future.
"Work could grind to a halt within days, idling 8,500 construction
jobs, said a person familiar with the talks between MGM Mirage and
Dubai World.  A delayed opening would also risk the jobs of 12,000
workers who are to staff the complex," Mr. McCracken and Ms. Audi
said.

A shutdown of CityCenter "would be devastating to the southern
Nevada economy," said Steve Ross, secretary-treasurer of the
Southern Nevada Building and Construction Trades Council, which
represents 22,000 construction workers, Mr. McCracken and Ms. Audi
reported.

                       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.

MGM MIRAGE reported a net loss of $1.14 billion on revenues of
$1.62 billion for the three months ended December 31, 2008.  MGM
MIRAGE reported a net loss of $855.2 million on revenues of
$7.20 billion for year 2008.  MGM MIRAGE had $23.2 billion in
total assets, including $1.53 billion in total current assets;
$3.0 billion in total current liabilities; and $12.4 billion in
long-term debt.  A full-text copy of the Annual Report on Form 10-
K is available at no charge at
http://researcharchives.com/t/s?3ae0

The Company does not expect to be in compliance with the financial
covenants under its senior credit facility at March 31, 2009.  On
March 17, Company obtained an amendment to the senior credit
facility, which included a waiver of the requirement to comply
with the financial covenants through May 15, 2009.  Following
expiration of the waiver on May 15, 2009, the Company will be
subject to an event of default related to the expected
noncompliance with financial covenants under the senior credit
facility at March 31, 2009.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                        *     *     *

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:

  -- 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'.


MITEL NETWORKS: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Ottawa-based telecommunications
equipment provider Mitel Networks Corp. to 'B-' from 'B'.  The
outlook is negative.  At Jan. 31, Mitel had US$455 million of
reported debt outstanding.

At the same time, S&P lowered the rating on the company's senior
secured first-lien debt to 'B' from 'B+' and the rating on the
senior unsecured second-lien debt to 'CCC' from 'CCC+'.  The
recovery ratings on these debts are unchanged.  (For the complete
corporate credit rating rationale on Mitel, see research report to
be published on RatingsDirect immediately following this media
release.)

"The downgrade reflects what S&P view as Mitel's weaker-than-
expected revenue and EBITDA performance in the third quarter ended
Jan. 31, 2009; significantly weaker credit metrics relative to
S&P's previous expectations; and S&P's concerns that operating and
credit metrics will remain pressured in the next several quarters
owing to weak demand for telecom equipment from its small and
midsize business customers," said Standard & Poor's credit analyst
Madhav Hari.  "The downgrade also reflect what S&P sees as the
company's weakened liquidity position; increased prospect of
financial covenant violation in the next two quarters; and little
future cushion to its debt leverage covenant, even with an
expected near-term equity infusion by its sponsors," Mr. Hari
added.

The ratings on Mitel reflect what S&P considers its very high debt
leverage and correspondingly weak credit metrics; its focus on the
small and midsize business telephony market; and S&P's concerns
about lower sales as weakened economies lead business customers to
defer telecom equipment purchases.  The ratings also reflect what
S&P sees as strong competition from large industry players;
Mitel's weak historical operating performance; and weakened
liquidity.   These factors are tempered in S&P's view by the
company's leading market position in the Small Medium Business
Internet protocol private branch exchange market following the
acquisition of Phoenix-based Inter-Tel Inc. on
Aug. 16, 2007; management's ability to sustain profit margins
despite lower revenues through proactive cost cutting; a healthy
combined product portfolio and roadmap; and enhanced distribution
scale.

The negative outlook reflects Standard & Poor's concerns that weak
business conditions and increased competition, which became more
evident in the quarter ended Jan. 31 2009, could further stress
Mitel's revenues, profits, and credit metrics in the next 12
months.  Even if the company is able to improve its performance,
S&P expects the debt leverage to remain high while the debt
leverage covenant will remain tight for several quarters.  If
revenue trends prove to be below S&P's expectations, liquidity
worsens, or if the prospect of default (likely related to a
failure to cure covenant violations) gains greater certainty,
Standard & Poor's would likely downgrade Mitel.  A near-term
revision of the outlook to stable is unlikely given S&P's concerns
about the company's operations and limited headroom under its debt
leverage covenant that steps down sharply in the next several
quarters.


MORTON INDUSTRIAL: Taps AlixPartners as Restructuring Advisors
--------------------------------------------------------------
MMC Precision Holdings and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
employ AlixPartners, LLP, as restructuring advisors.

AlixPartners will:

   a) work with senior management and other employees of the
      Debtors and their advisors to provide financial consulting
      services and restructuring advice;

   b) assist management of the Debtors in the design and
      implementation of a restructuring strategy including
      leading the communications with and coordinating the
      information flow between the debtors and their lenders,
      bondholders, and other stakeholders and their advisors
      designed to maximize enterprise value, taking into account
      the unique interest of all constituencies;

   c) assist the management to improve the Debtors' net cash
      position;

   d) assist the Debtors in obtaining and compiling information
      that is needed to present the Debtors or one or more
      business units to prospective purchasers or investors and to
      further support those efforts assisting with matters as due
      diligence and obtaining maximum value for the Debtors'
      stakeholders;

   e) assist as requested in tasks as reconciling, managing and
      negotiating claims, determining preferences and collection
      of same and the like;

   f) assist in obtaining and presenting information required by
      parties-in-interest in the Debtors' bankruptcy process
      including official committees appointed by the U.S.
      Bankruptcy Court and the Court itself;

   g) assist as requested in managing any litigation that may be
      brought against the Debtors in the Court;

   h) assist the Debtors with electronic data collection; and

   i) assist with other matters as may be requested that fall
      within AlixPartners' expertise and that are mutually
      agreeable.

Jared D. Yerian, managing director of AlixPartners, tells the
Court that the hourly rates of professionals are:

     Managing Directors                  $685 - $995
     Directors                           $410 - $600
     Vice Presidents                     $395 - $505
     Associates                          $260 - $365
     Analysts                            $235 - $260
     Paraprofessionals                   $180 - $200

Mr. Yerian adds that prior to the petition date, AlixPartners
received $785,403 for professional services performed and expenses
incurred.  Those payments have been applied to outstanding
invoices on account of fees and expenses incurred.  In addition,
Alixpartners is holding a retainer of $150,000 for professional
services.  The Debtors do not owe any amount for services
performed or expenses prior to the petition date.

AlixPartners will be paid a contingent success fee.  In the event
of the sale of assets o multiple transactions for the sale of the
Debtors or portions of the Debtors, a success fee amounting to 1%
of the total consideration up to $25 million, plus 2% of the total
consideration from 25 million to 50 million, plus 2.5% of the
total consideation in excess of $50 million received by the
Debtors from the transaction, including cash, notes, debt
forgiveness and liabilities assumed.

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

                        About Morton Group

Headquartered in Morton, Illinois, MMC Precision Holdings Corp. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 22, 2009, (Bankr. D. Del. Lead Case No. 09-
10998).  Paul, Hastings, Janofsky & Walker LLP represents the
Debtors in their restructuring efforts.  The Debtors propose to
hire Paul N. Heath, Esq., at Richards, Layton & Finger PA as co-
counsel, AlixPartners, LLP, as restructuring advisors, Kurtzman
Carson Consultants LLC as claims, noticing and balloting agent.
The Debtors listed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


MORTON INDUSTRIAL: Wants to Obtain $20 Million DIP Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, MMC Precision Holdings and its debtor-
affiliates to:

   a) obtain postpetition financing by entering into certain
      second amended and restated credit agreement with National
      City Bank;

   b) grant liens and provide superpriority claims; and

   c) grant adequate protection to certain prepetition secured
      parties.

The Court will consider the Debtors' motion at a final hearing to
be held on April 15, 2009 at 12:00 p.m.  Objections are due
April 8, 2009, 4:00 p.m. (Prevailing Eastern Time).

The Debtors' primary non-trade debt, interest-bearing liabilities
consist of:

   i) a revolving credit facility;

  ii) term loans; and

iii) 12% senior subordinated notes due Sept. 30, 2014.

As of March 15, 2009, the Debtors' interest bearing liabilities
totaled $78,074,333, with $14,400,000 attributable to the
prepetition revolving facility, $33,250,000 attributable to the
prepetition term loans, $27,414,000 attributable to the
prepetition subordinated notes, $2,275,333 attributable to the
letters of credit issued under the prepetition revolving facility,
and $735,000 attributable to a "swap", as of Dec. 31, 2008.

Morton Industrial Group, Inc., and parent entered into a secured
revolving credit facility and secured term loan dated as of
Aug. 25, 2006, as amended, with a syndicate of financial
institutions led by National City Bank, as administrative agent.
The Debtors borrowed up to a maximum of $33,250,000 under the
prepetition term loans and up to a maximum of $20,000,000 under
the prepetition revolving credit facility.

A full-text copy of the Second Amended and Restated Credit
Agreement is available for free at:

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

The Debtors granted the lenders first lien security interest on
substantially all of their existing and thereafter acquired real
and personal property.

On February 20, 2009, the Lenders agreed to extend the Debtors and
additional $2,000,000 in revolving credit to fund the Debtors'
working capital through March 20, 2009.

As of the petition date, the Debtors indebtedness to the lenders
under the prepetition credit agreement was $47,650,000, exclusive
of the prepetition letters of credit, the Swap, accrued interest,
fees, costs and expenses.

On Aug. 28, 2006, Morton Industrial entered into an interest rate
swap agreement with National City effective on Oct. 2, 2006 on
$31,500,000 of its prepetition term loan debt in order to manage
the risk associated with the variable interest rate under the
prepetition credit agreement.  As of Feb. 10, 2009, the Swap was
recorded as a liability of $735,000.

The lenders agreed to extend the Debtors the DIP loan of
$20,000,000.

               Salient Terms of DIP Credit Agreement

Borrower:                Morton Industrial Group, Inc.

Guarantor:               MMC Precision Holdings Corp. and all
other Debtors

Lead Arranger:           National City Bank

Administrative Agent:    National City Bank

Lenders:                 Syndicate of Financial Institutions

Purpose:                  1. replace the prepetition revolving
                             credit facility, including the
                             prepetition revolving supplemental
                             revolver and the prepetition letters
                             of credit; and

                          2. provide interim working capital
                             financing, subject to the budget.

Letter of Credit Issuer: National City Bank

Commitment Amount:       Upon approval, the borrower will have
                         access to $20,000,000 in non-amortizing
                         revolving credit including a $2,275,333
                         sub-facility to provide for letters of
                         credit.

                         Loans under the revolving DIP facility
                         will be available through the
                         termination date.  All revolving loans
                         outstanding will become due and payable
                         in full, inclusive of all interest,
                         fees, and costs due thereunder, on the
                         termination date.

Availability:            Revolving loans and letters of credit
                         under the revolving DIP facility will
                         not exceed in the aggregate the amount
                         of $20,000,000.  In the event that
                         existing  letters of  credit are reduced,
                         availability under the revolving loans
                         will increase subject to the Budget
                         variance. Each borrowing will be in an
                         aggregate amount of $250,000 or higher
                         multiple of $50,000.

Priorities/Carve Out:    Except as otherwise provided, the liens
                         and claims granted to the agent will be
                         subject only to: (i)  the aggregate
                         allowed unpaid fees and expenses payable
                         to professionals retained pursuant to an
                         order of the Court by the Debtors and
                         the committee.

                         As adequate protection for the lenders'
                         interest in the prepetition collateral,
                         subject to the carve Out, the agent is
                         granted (i) a superpriority
                         administrative expense claim against the
                         estate, and (ii) replacement liens on
                         the DIP collateral.

Closing Date:            The closing date will occur as promptly
                         as practicable after entry of the
                         interim order.  The revolving DIP
                         facility will be made available to
                         borrower on an interim basis immediately
                         upon entry of the interim order.

Term and Final
Maturity Date:           The revolving loans will be repaid in
                         full, and the revolving DIP facility
                         will terminate, at the earliest of (i)
                         June 5, 2009, provided, however, if
                         borrower has presented a written
                         agreement for a sale transaction to the
                         agent and the lenders, which the agent
                         and the lenders in their sole discretion
                         find acceptable, the final maturity date
                         may be extended upon the written consent
                         of the agent and the lenders; (ii) if
                         the Debtors terminate otherwise for any
                         reason cease their efforts to implement
                         the sale and the termination or
                         cessation continues for 5 days; (iii)
                         upon the request of the required lenders,
                         an occurrence of an event of default in
                         accordance with the terms of the DIP
                         credit agreement, (iv) sale of all or
                         substantially all of the Debtors'
                         business; (v) consummation of a Plan of
                         Reorganization or liquidation; and (vi)
                         the case is converted to Chapter 7 of
                         the bankruptcy Code or dismissed.

Payment Terms:           All principal and accrued but unpaid
                         interest and other obligations of
                         borrower under the revolving DIP
                         facility will be repaid in full on or
                         before the termination date.

Interest                 The revolving DIP facility loans will
                         bear interest at a per annum rate equal
                         to the case rate plus 4.5%.

Fees:

   * Letter of Credit    Borrower agrees to pay the agent for the
                         account of the lenders pro rata
                         according to their revolving percentages
                         a letter of credit fee for renewal,
                         extension or replacement of a letter of
                         credit at a rate per annum equal to 4.5%
                         as in effect from time to time.

   * Commitment Fee      Borrower agrees to pay to the agent for
                         the account of each lender a commitment
                         fee, for the period from the closing
                         date to the termination date, at a rate
                         per annum equal to 0.75% on the daily
                         average of the lender's revolving
                         percentage of the unused commitment
                         amount.

   * Upfront Fee         Borrower agrees to pay the lenders pro
                         rata according to their revolving
                         percentages of the revolving loans an
                         upfront fee equal to $200,000 that will
                         be earned at the closing and will be
                         payable on the earlier to occur of the
                         termination date and the final maturity
                         date.

   * Additional Fee      Additional fee is equal to $200,000 that
                         will be earned only in the event that
                         the revolving loans are not paid on or
                         before the termination date, but if
                         earned will be due and payable on the
                         earlier to occur of the termination date
                         and final maturity date.

Waiver of Claims:        All payments under the credit agreement
                         and the revolving DIP facility will be
                         made without setoff, reduction or
                         countercalim by borrower of any kind.

Treatment of Sub Debt:   No cash payments will be made on the
                         prepetition subordinated notes and
                         borrower will propose no Plan of
                         Reorganization that contemplates any
                         cash payment to the prepetition
                         subordinated creditors or any transfers
                         to the prepetition subordinated
                         creditors of the Debtors prepetition or
                         postpetition assets that is prohibited
                         by the intercreditor agreement unless
                         and until the revolving DIP facility and
                         prepetition term loans are each repaid
                         in full in cash.

Arrangement Fee:         $75,000 to National City as agent and
                         arranger to be paid at the final maturity
                         date.

The agreement contains certain event of default.

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

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

Additionally, the Debtors, with the assistance of AlixPartners,
LLC, their restructuring advisors, have commenced a marketing and
sale process for their assets.  The Debtors intend to file a
motion to approve bidding procedures for the sale.

The Debtors believe this strategy will enable then to meet several
critical objectives including allowing the ongoing operation of
the Debtors' business without interruption to supplier and
customer relationships.

                        About Morton Group

Headquartered in Morton, Illinois, MMC Precision Holdings Corp. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 22, 2009, (Bankr. D. Del. Lead Case No. 09-
10998).  Paul, Hastings, Janofsky & Walker LLP represents the
Debtors in their restructuring efforts.  The Debtors propose to
hire Paul N. Heath, Esq., at Richards, Layton & Finger PA as co-
counsel, AlixPartners, LLP, as restructuring advisors, Kurtzman
Carson Consultants LLC as claims, noticing and balloting agent.
The Debtors listed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


MORTON INDUSTRIAL: Wants Paul Hastings as Bankruptcy Counsel
------------------------------------------------------------
MMC Precision Holdings and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
employ Paul, Hastings, Janofsky & Walker LLP as counsel.

Paul Hastings will:

   a) advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession while operating and
      managing their businesses and properties under Chapter 11;

   b) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules and other documents, and
      review all financial and other reports to be filed in these
      Bankruptcy cases;

   c) advise the Debtors concerning, and preparing responses to,
      applications, motions, other pleadings, notices and other
      papers tat may be filed by other parties in the Chapter 11
      cases;

   d) advise the Debtors with respect to, and assist in the
      negotiation and documentation of, financing agreements and
      related transactions;

   e) review the nature and validity of any liens asserted
      against the Debtors' property and advise the Debtors
      concerning the enforceability of the liens;

   f) advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      their estates;

   g) advise and assist the Debtors in connection with any
      potential property dispositions;

   h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections
      well as lease restructurings and recharacterization;

   i) advise the Debtors in connection with the formulation,
      negotiation and promulgation of a plan or plans of
      reorganization, and related transactional documents;

   j) assist the Debtors in reviewing, estimating and resolving
      claims asserted against the Debtors' estates;

   k) commence and conduct litigation necessary and appropriate
      to assert rights held by the Debtors, protect assets of the
      Debtors' Chapter 11 estates or otherwise further the goal
      of completing the Debtors successful reorganization; and

   l) provide non-bankruptcy related services for the Debtors to
      the extent requested by the Debtors.

Paul Hastings and the Debtors' proposed co-counsel, Richards,
Layton & Finger, P.A., have discussed a division of
responsibilities regarding the representation of the Debtors to
avoid and minimize duplication of services.

Paul Hastings' professionals working on the Debtors' cases and
their hourly rates are:

     Richard A. Chesley, partner                   $895
     Gregory S. Otsuka, associate                  $645
     Kimberly D. Newmarch, associate               $635
     Hilla Uribe Jimenez, associate                $425
     Stephanie S. Park, associate                  $360
     Sarah Tybor, paralegal                        $300

Mr. Chesley tells the Court that prior to the petition date, Paul
Hastings received payments of $433,174, of which actual fees and
expenses of approximately $333,174 were applied.  As of the
petition date, Paul Hastings held a net retainer of $100,000.

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

Mr. Chesley can be reached at:

     Paul, Hastings, Janofsky & Walker LLP
     191 N. Wacker Drive, 30th Floor
     Chicago, IL 60606
     Tel: (312) 499-6000
     Fax: (312) 499-6100

                        About Morton Group

Headquartered in Morton, Illinois, MMC Precision Holdings Corp. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 22, 2009, (Bankr. D. Del. Lead Case No. 09-
10998).  The Debtors propose to hire Paul N. Heath, Esq., at
Richards, Layton & Finger PA as co-counsel, AlixPartners, LLP, as
restructuring advisors, Kurtzman Carson Consultants LLC as claims,
noticing and balloting agent.  The Debtors listed estimated assets
of $50 million to $100 million and estimated debts of $100 million
to $500 million.


MORTON INDUSTRIAL: Wants to Hire Richards Layton as Co-Counsel
--------------------------------------------------------------
MMC Precision Holdings and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
employ Richards, Layton & Finger, P.A., as co-counsel.

RL&F will:

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

   b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of objections to
      claims filed against the Debtors' estates;

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

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

RL&F and Paul, Hastings, Janofsky & Walker LLP, the Debtors'
proposed counsel, have discussed a division of responsibilities
regarding the representation of the Debtors to avoid and minimize
duplication of services.

The firm's professionals working in these cases and their hourly
rates are:

     Paul N. Heath                       $475
     Maris J. Finnegan                   $300
     Drew G. Sloan                       $255
     Cathy Greer                         $185

Mr. Heath tells the Court that prior to the petition date, the
Debtors paid RL&F a retainer of $75,000.  RL&F invoiced and drew
down a total of $50,000 to cover actual and anticipated fees and
expenses incurred prepetition.  As of petition date, RL&F had
$25,000 in its retainer account.

The Debtors propose to employ RL&F under an evergreen retainer

Mr. Heath assures the Court that RL&F is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Heath can be reached at:

     Richards, Layton & Finger, P.A.
     One Rodney Square
     920 North King Street
     Wilmington, DE 19801
     Tel: (302) 651 7700

                        About Morton Group

Headquartered in Morton, Illinois, MMC Precision Holdings Corp. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 22, 2009, (Bankr. D. Del. Lead Case No. 09-
10998) Paul, Hastings, Janofsky & Walker LLP represents the
Debtors in their restructuring efforts.  The Debtors propose to
hire AlixPartners, LLP, as restructuring advisors, Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.  The
Debtors listed estimated assets of $50 million to $100 million and
estimated debts of $100 million to $500 million.


MOTOR COACH: Pens Agreement to Implement Confirmed Bankruptcy Plan
------------------------------------------------------------------
Motor Coach Industries International Inc. will now be able to exit
bankruptcy, two months after it has obtained confirmation of its
Chapter 11 plan.

According to Bloomberg's Bill Rochelle, Motor Coach wasn't able to
implement the terms of its plan because of difficulties in
arranging exit financing and disputes with third-lien creditors
that agreed to backstop a $160 million rights offering.

Motor Coach announced an agreement in principle on March 20
designed to modify the confirmed plan and enable its
implementation.

Mr. Rochelle relates that under the agreement, the rights offering
will be increased by $40 million, to $200 million, enabling the
new second-lien term loan to be reduced by $40 million to $150
million.  The parties also have agreed on other exit financing to
consist of a $75 million first-lien working capital credit.

                       Terms of Confirmed Plan

The plan contemplates the substantive consolidation of the
Debtors' estates for voting and distribution purposes,
reorganization of each of the Debtors upon consummation of the
plan, and the resolution of the outstanding claims against and
interests in the Debtors.

The plan will deleverage the Debtors' balance sheet by, among
other things:

  -- reduce the Debtors' total prepetition indebtedness by paying
     in full about $160 million of second lien obligations and
     discharging an additional $480 million in prepetition
     indebtedness;

  -- improve cash flows by reducing ongoing interest expense; and

  -- provide investment of as much as $160 million in new capital
     through the rights offering to (i) fund the Debtors'
     emergence from Chapter 11, (ii) appropriately capitalize the
     reorganized Debtors, and (iii) facilitate the implementation
     of the Debtors' business plan.

Under the plan, the Debtors will issue shares of new common stock
to holders of allowed Class 4 claims and new preferred stock to
the rights offering participants.

The plan classifies interests against and liens in the Debtors in
eight classes.  The classification of treatment of interests and
claims are:

                 Treatment of Interests and Claims

                   Types                        Estimated
         Class     of Claims       Treatment    Recovery
         -----     ---------       ---------    ---------

         1         other priority  unimpaired   100%
                   claims

         2         other secured   unimpaired   100%
                   claims

         3         secured second  impaired     100%
                   lien credit
                   agreement claim

         4         secured third   impaired     unknown
                   lien credit
                   agreement claim

         5         general         unimpaired   0%
                   unsecured claim

         6         intercompany    unimpaired   100%
                   claim

         7         equity interest impaired     0%

         8         intercompany    unimpaired   100%
                   interest

Because the Plan was not accepted by Classes 5A-5G (General
Unsecured Creditors, 7 (Equity Interests in Holdings) and 8A-8F
(Intercompany Interests), the Debtors sought confirmation of the
plan under Sec. 1129(b)(1), the "cramdown" provision of the
Bankruptcy Code.  The Court ruled that the Plan is confirmable
becuase the Plan does not discrimate unfairly and is fair and
equitable with respect to the Rejecting Classes.

Classes 4A-4G (Secured Third Lien Credit Agreement Claims), the
only voting Classes, have voted to accept the Plan, satisfying the
requirement that at least one Class of Claims that is impaired
under the Plan has accepted the Plan, determined without including
any acceptance by any insider, as required under Sec. 1129(a)(10)
of the Bankruptcy Code in all respects.

The Court also ruled that each of the conditions precedent to
confirmation set forth in Sec. 10.1 of the Plan has been satisfied
or waived in accordance with the provisions of the Plan.  These
conditions are:

  (a) the Lock Up Agreement shall be in full force and effect and
      shall not have been terminated.

  (b) the Bankruptcy Court shall have approved a disclosure
      statement with respect to this Plan in form and substance
      acceptable to the Debtors and FMA.

  (c) the Confirmation Order, the Plan, and all exhibits and
      annexes to each of this Plan and the Confirmation shall be
      in form and substance acceptable to the Debtors and FMA.

FMA refers to the following investment entitties affiliated with
Franklin Mutual Advisers LLC: Mutual Beacon Fund, Mutual Discovery
Fund, Mutual Qualified Fund, Mutual Shares Fund, Mutual Discovery
Securities Fund, Mutual Shares Securities Fund and Franklin Mutual
Recovery Fund.

Based on the Rights Offering Certification, the Third Lien Lenders
affiliated with FMA have subscribed for their pro rata share of
the New Preferred Stock.  The other Third Lien Lender, Monarch
Master Funding Ltd. did not subscribe.  Upon satisfaction of the
conditions, FMA will purchase the unsubscribed New preferred
Stock, thus providing the debtors with $160 million of cash
proceeds from the Rights Offering.

                        About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The Company and six of its debtor-affiliates filed separate
petitions for Chapter 11 relief on Sept. 15, 2008 (Bankr. D. Del.
Lead Case No. 08-12136), to implement a pre-negotiated
restructuring plan to be funded by Franklin Mutual Advisers, LLC
and certain of its affiliates.  The company's Canadian operations
are not included in the filing.  Kenneth S. Ziman, Esq., and
Elisha D. Graff, Esq., at Simpson Thacher & Bartlett LLP, in New
York; and Mark D. Collins, Esq., Jason M. Madron, Esq., and Lee E.
Kaufman, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.
Attorneys at Womble Carlyle Sandridge & Rice PLLC and Brown
Rudnick LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.  Rothschild Inc. and AlixPartners LLP
also provide restructuring advice.  At the time of filing, the
Debtors listed assets of between $500,000,000 and $1,000,000,000
and liabilities of between $100,000,000 and $500,000,000.


NARANG ACQUISITION: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Narang Acquisition Group
        1 North Calle Cesar Chavez, Suite 7
        Santa Barbara, CA 93103

Bankruptcy Case No.: 09- 10987

Chapter 11 Petition Date: March 24, 2009

Court: Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: William E. Winfield, Esq.
                  wwinfield@nchc.com
                  Nordman Cormany Hair & Compton LLP
                  1000 Town Ctr., Dr. 6 Floor
                  Oxnard, CA 93036
                  Tel: (805) 988-8326

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
First Regional Bank            Construction Loan $25,429,581
970 W. 190th Street, Ste 400   secured:
Torrance, CA 90502             $1,378,000

JEM Services                   Lavender Court     $1,417,622
232 Cottage Ave.
Santa Barbara, CA 93101

Interior Force                 Lavender Court     $1,000,000
2247 Statham Blvd
Oxnard, CA 93033

Countrywide Customer           Cask Court        $456,636
Service                        secured: $525,000
MSN SV. 26B
P.O. Box 10229
Van Nuys, CA 91410-0229

M & M Mechanical               Plumbing          $32,707

Tierra Contracting             Underground       $28,295

Team Transit Mix               Lavender Court    $23,320

Quality Built                  Insurance         $20,401

Color Trends                   Lavender Court    $18,930

John Pence Building            Specialties       $1,574
Specialties                    Commercial

Gouvis Engineering            Structural Eng.    $1,427

Marborg                        Garbage Disposal  $790

Robert Chadwick                Subcontractor     $94

Tileco Distributors           Tile Supplier      $43

The petition was signed by Nick Narang, managing member.


NETWORK COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'B-'
----------------------------------------------------------------
In the version of this report published earlier, the percentage of
EBITDA that Network Communications converted to discretionary cash
flow for the 12 months ended Dec. 7, 2008 was misstated.  A
corrected version follows.

Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Lawrenceville, Georgia-based Network
Communications Inc. by one notch.  The corporate credit rating was
lowered to 'B-' from 'B', and the rating outlook is negative.

"The ratings downgrade reflects our expectation that NCI's
liquidity will become strained, as S&P believes that declines in
the company's remodeling, home improvement, and home sales
segments could continue," said Standard & Poor's credit analyst
Jeanne Mathewson.  "Over the intermediate term, S&P expects the
company's discretionary cash flow and access to its revolving
credit facility to become very limited."

NCI participates in three segments of the real estate market--home
resales and new sales (44% of revenue for the nine months ended
Dec. 7, 2008), rentals and leasing (42%), and remodeling and home
improvement (14%).  The resale and new home sale segments have
been negatively affected by weakness in the U.S. housing market.
Existing home sales increased 5.1% in February, but were 4.6%
lower than a year ago.

Revenue and EBITDA were down 20% and 38%, respectively, for the
third fiscal quarter ended Dec. 7, 2008, largely due to a decline
in ad pages at the company's largest publication, The Real Estate
Book.  TREB, which is dependent on advertising from residential
real estate agents and accounted for 27% of the company's revenue
in the quarter, experienced a 38% revenue decline due to adverse
housing market conditions.  Revenue at the rental and leasing
segment grew 7%, while revenue declines in the home improvement
segment accelerated to 22% from a lack of consumer confidence and
the erosion of home equity.  EBITDA margins for the 12 months
ended Dec. 7, 2008 declined to 19.6%, from 22.8% a year ago.

Lease-adjusted debt (including $39 million of holding company 12%
pay-in-kind notes) to EBITDA increased to 7.5x for the 12 months
ended Dec. 7, 2008, from 5.8x a year earlier.  EBITDA coverage of
total interest expense was low at 1.3x, while EBITDA coverage of
cash interest was slightly better at 1.5x, benefiting from the
absence of cash interest payments on the PIK senior subordinated
notes for the life of the notes.

NCI converted roughly 20% of EBITDA to discretionary cash flow for
the 12 months ended Dec. 7, 2008, down from the 30% area in the
prior-year period.  Acquisitions have decreased meaningfully in
fiscal 2009, after roughly $33.1 million of acquisitions in fiscal
2008.  The rating will not accommodate further acquisitions over
the intermediate term, either funded through debt or discretionary
cash flow, and maintenance of the rating assumes that the company
will use its financial resources cautiously amid tight credit
conditions and an extremely weak housing market.


NEW YORK TIMES: To Cut Workers' Pay & Lay Off 100 Employees
-----------------------------------------------------------
Russell Adams at The Wall Street Journal reports that New York
Times Co. will cut pay for most employees through the end of the
year and will lay off 100 workers.

According to WSJ, The Times Co. will cut pay by 5% for editors at
the New York Times, the Boston Globe, Boston.com, and on the
corporate side.  WSJ states that The Times Co. will also ask the
union representing most reporters to do the same to avoid layoffs
in the newsroom.

WSJ relates that as part of the pay reduction, workers will get 10
additional days of leave through the end of the year.  According
to the report, The Times Co. said that it will lay off 100 workers
on the business side of the Times, or about 5% of a staff of about
2,000.

WSJ notes that The Times' newsroom will stay largely intact if the
union accepts the proposed pay cut.

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

                           *     *     *

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

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

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


NEWPARK RESOURCES: S&P Gives Negative Outlook; Keeps 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook on Newpark Resources Inc. to negative from stable and
affirmed its ratings on the company, including the 'B+' corporate
credit rating.

The rating action follows the company's announcement that it will
report an operating loss due to the severe drop in the North
American rig count.  It also reflects S&P's expectation for
continued softness in the North American oilfield service sector
over the next several quarters.  Furthermore, deteriorating
financial performance could weigh on the company's ability to
remain compliant with its minimum fixed charge coverage covenant
and maximum total debt to EBITDA covenant.

Houston, Texas-based Newpark had $226 million of total adjusted
debt as of Dec. 31, 2008.

The Company's business risk profile is vulnerable.  Although
Newpark has a solid niche position in the oilfield services sector
through its drilling fluid business, revenue in this segment is
highly correlated to the level of drilling activity in North
America.  For example, as of mid-March 2009, the U.S. rig count is
down 47% from its peak in mid-2008 and the company's revenue
decreased a similar amount quarter over quarter.

The negative outlook reflects S&P's expectations that conditions
in the North American oilfield service sector will remain
challenging in 2009.  S&P could consider a downgrade if operating
performance continues to deteriorate at the same rate or if
liquidity drops materially below current levels.  An outlook
revision to stable would require the company to maintain existing
liquidity and current credit measures during a period of weaker
conditions.


OMNI NATIONAL: Bank Closed by OCC & FDIC Appointed as Receiver
--------------------------------------------------------------
Omni National Bank, based in Atlanta, Georgia, was closed on
March 27, 2009, by the Office of the Comptroller of the Currency,
which then appointed the Federal Deposit Insurance Corporation
(FDIC) as receiver.  To protect the depositors, the FDIC entered
into an agreement with SunTrust Bank, Atlanta, Georgia, to act as
paying agent for the insured deposits of Omni National Bank.

As the FDIC's paying agent, SunTrust will operate the six former
branches of Omni National, on behalf of the receiver, until
April 27, 2009.  Omni National had branches in Atlanta, Georgia;
Dalton, Georgia; Tampa, Florida; Chicago, Illinois, Dallas, Texas;
and Houston, Texas.  Banking activities, such as writing checks,
can continue normally for former Omni National customers during
this transition period.

All insured depositors of Omni National may transfer their
accounts to other banks at any time until April 27, 2009.  At that
time, all of the former Omni National branches will be closed.
During this 30-day transition period, depositors in Georgia and
Florida can choose to either open an account with SunTrust or
close their account and receive a check.  Customers of those
branches who do not open new accounts at SunTrust or withdraw
their funds by April 27th will be automatically transferred to
SunTrust.  For depositors of the Omni National branches in
Illinois and Texas who have not closed their accounts by April 27,
SunTrust will mail checks to the address of record.

The FDIC entered into the agreement with SunTrust to avoid the
inconvenience and disruption of customers receiving checks for
their insured deposits.  This arrangement also allows for
uninterrupted direct deposits, including Social Security payments,
to and automated payments from customers' accounts through
April 27.  In addition, the transaction allows Omni National
customers, particularly in Chicago, Dallas and Houston, time to
find another institution in which to do business.

As of March 9, 2009, Omni National Bank had total assets of
$956.0 million and total deposits of $796.8 million.  At the time
of closing, there were approximately $2.0 million in uninsured
deposits that potentially exceeded the insurance limits.  This
amount is an estimate that is likely to change once the FDIC
obtains additional information from these customers.  Brokered
deposits are not a part of this transaction.  The FDIC will pay
the $320.1 million in brokered deposits directly to the brokers
for the amount of their insured funds.

The FDIC will retain all the assets for later disposition except
for cash, correspondent accounts, and loans fully secured by
deposits.

The cost to the FDIC's Deposit Insurance Fund is estimated to be
$290 million.  Omni National Bank is the twenty-first bank to fail
this year.  The last bank failure in Georgia was FirstCity Bank,
Stockbridge, on March 20, 2009.


PARK-OHIO INDUSTRIES: Moody's Cuts Corporate Credit Rating to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Park-
Ohio Industries Inc., including the long-term corporate credit
rating, to 'B' from 'B+.'  The outlook is negative.

The downgrade reflects weaker-than-expected operating performance
and credit metrics.  "Earnings have been negatively affected by
deteriorating key end markets, particularly auto and heavy-duty
truck manufacturing," said Standard & Poor's credit analyst Sarah
Wyeth.  Declining profitability and weak cash generation could
pressure the company's liquidity and possibly its covenants over
the next 12 to 18 months.

The ratings on Cleveland, Ohio-based Park-Ohio reflect the
company's highly leveraged financial profile and its weak business
profile as a diversified operator of logistics and manufacturing
businesses, serving cyclical and competitive end markets.

Park-Ohio, a wholly owned subsidiary of unrated Park-Ohio Holdings
Corp., operates three business segments, which serve a variety of
end markets, including transportation, semiconductors, industrial
equipment, agricultural equipment, construction equipment, and
aerospace.  The supply technologies segment (formerly known as
integrated logistics service), which generated about half of sales
in 2008, supplies production components via supply chain
management and wholesale distribution services.  The manufacturing
products segment (about 37% of sales) designs and produces forged
and machined products for specific customer applications.  The
aluminum products segment engineers, casts, and produces various
aluminum components for original equipment manufacturers,
primarily in the auto industry, and accounts for about 15% of
sales.

Park-Ohio's credit quality results from the cyclical, competitive,
and seasonal character of its end markets, including the auto and
heavy-duty truck manufacturing segments, which account for about
20% and 13% of net sales, respectively.  The company recently
terminated its business with Navistar, its largest customer, due
to weak profitability, reflecting the current weakness in Park-
Ohio's end markets.  The company's low-margin logistics business
has been hurt by low volumes and high raw material costs, but
could see attractive, long-term growth opportunities from
outsourcing among U.S. manufacturers.  Park-Ohio's business
profile benefits from a broad product line, a relatively large,
somewhat diverse customer base, and good geographic diversity with
foreign sales representing around 30% of revenues.  Operating
margins (before depreciation and amortization) are in the mid- to
high-single-digits and could deteriorate as end markets weaken
further in 2009.

Total debt (adjusted for operating leases) to EBITDA was 6.4x on
Dec. 31, 2008.  S&P's expectations for the current rating include
a ratio of 5x to 6x.  Funds from operations to total debt was 8%,
slightly below S&P's expectation of around 10%.  S&P expects these
metrics to weaken in 2009.  The ratings do not incorporate debt-
financed acquisitions.

S&P could lower the ratings if EBITDA appears likely to decline to
a level that would make it difficult for the company to meet its
debt service coverage ratio.  Covenants could be violated, for
example, if EBITDA declines to around $55 million and capital
expenditures remain above $15 million.


PECOS CAPITAL: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: PECOS Capital Group, LLC
        7208 E. Cave Creek Road, Suite A
        Carefree, AZ 85377

Bankruptcy Case No.: 09-05531

Chapter 11 Petition Date: March 25, 2009

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Mark W. Roth, Esq.
                  mroth@polsinelli.com
                  Polsinelli Shughart P.C.
                  3636 N. Central Avenue, Suite 1200
                  Phoenix, AZ 85012
                  Tel: (602) 650-2012
                  Fax: (602) 926-8562

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Douglas A. Dragoo, managing member Apex
Property Solutions LLC.


PIONEER INSURANCE: A.M. Best Affirms 'B' Fin'l Strength Rating
--------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B
(Fair) and the issuer credit rating of "bb" of Pioneer Insurance
Company Limited (New Zealand).  The outlook for both ratings is
stable.

The ratings reflect Pioneer's moderate risk-adjusted
capitalization and reduced risk exposure.  The ratings also
consider the company's substantially improved internal controls
and fundamentally profitable core book of business.

Pioneer's risk-adjusted capitalization, as measured by Best's
Capital Adequacy Ratio (BCAR), improved substantially in 2008 as a
result of capital contribution during the fiscal year.  However,
continued poor underwriting performance and substantial costs
incurred in restructuring the business are expected to deplete
capital in fiscal year 2009.

Pioneer's management team has reduced the risk carried by the
company by substantially reducing the number of policies it
writes. The company has terminated distribution agreements with
partners whose business has proven to be unprofitable. Together
with a forecasted capital contribution of NZD 1 million, the BCAR
in fiscal year 2009 is expected to improve moderately over 2008
levels.

Offsetting factors include Pioneer's substantially reduced market
presence and increasing competition in the market which it
operates.

In attempting to radically turn around the business, Pioneer has
substantially reduced the insurance risk it carries.  This results
in a lower base to which it can spread its fixed costs.  A.M. Best
understands that Pioneer is embarking on a transformation exercise
to align the organization to its new strategy.

Market conditions continue to tighten, and reduced credit
availability has resulted in a number of smaller car yards
closing, resulting in less referrals to Pioneer.  Larger players
are also entering the market for non-standard motor risks.

A.M. Best remains cautious of Pioneer's ability to maintain its
current weak business profile in light of the strong competition
within its market niche.  Nonetheless, A.M. Best expects Pioneer
will maintain a favorable risk-adjusted capitalization and
operating performance relative to its current rating level.


PLIANT CORP: Court Moves Disclosure Statement Hearing to April 24
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware has rescheduled the hearing to consider
approval of the disclosure statement explaining the joint Chapter
11 plan of reorganization of Pliant Corporation and its debtor-
affiliates to April 24, 2009, at 1:00 p.m., 824 Market Street, 5th
Floor in Wilmington, Delaware.  Objections, if any, are due
April 7, 2009, by 4:00 p.m.

The hearing was originally set for April 2, 2009.

As reported in the Troubled Company Reporter on Feb. 12, 2009, the
Debtors submitted a financial restructuring plan to eliminate all
of its high-yield debt or $674 million of long-term bonds.  The
plan was submitted as part of a pre-negotiated package.  This is a
transformational event for the Debtors.  When implemented, the
Debtors' senior management will accelerate its business plans that
include cost reduction, plant consolidation, new equipment,
innovation and globalization.

Under the plan, the Debtors' prepetition lenders and the holders
of the first lien notes will be repaid in full from an exit
financing facility.  Moreover, the first lien noteholders will
receive 100% of the new common stock of the Debtors and other
creditors including general unsecured creditors will receive
certain rights to receive warrants if they vote to accept the
Plan.

The official Committee of unsecured creditors said it remains
uncertain whether and to what extent the Debtors' proposed plan
provides value to their unsecured creditors.  Prepetition general
unsecured claim against the Debtors is between $150 million to
$200 million, the committee said.

A full-text copy of the Debtors' Disclosure Statement is available
for free at:

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

A full-text copy of the Debtors' joint Chapter 11 plan of
reorganization is available for free at:

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

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The Company has operations in Australia, New
Zealand, Germany, and Mexico.

The Debtor and 10 of its affiliates filed for chapter 11
protection on Jan. 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001).  James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
their Canadian bankruptcy counsel.  As of Sept. 30, 2005, the
Company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed Feb. 11, 2009 (Bank. D. Del. Case
Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an Official Committee of Unsecured Creditors.  The Committee
selected Lowenstein Sandler PC as its counsel.  As of
September 30, 2008, the Debtors had $688,611,000 in total assets
and $1,032,631,000 in total debts.


PLIANT CORP: Schedules $439-Mil. in Assets, $912-Mil. in Debts
--------------------------------------------------------------
Pliant Corporation and its debtor-affiliates delivered to the
United States Bankruptcy Court for the District of Delaware their
schedules of assets and liabilities, disclosing:

  Debtors                                   Assets    Liabilities
  -------                             ------------   ------------
Pliant Corporation                    $439,286,803   $912,154,683
Uniplast Holdings, Inc                          $0   $858,226,702
Pliant Corporation International                $0   $840,664,635
Pliant Film Products of Mexico, Inc.            $0   $841,012,924
Pliant Packaging of Canada, LLC         $1,737,780   $841,024,975
Alliant Company LLC                             $0             $0
Uniplast U.S., Inc.                     $8,803,344   $840,664,635
Uniplast Industries Co.                $12,545,325   $860,041,178
Pliant Corporation of Canada Ltd.      $22,153,586   $163,165,335

A full-text copy of the Debtors' schedules of assets and
liabilities is available for free at:

               http://ResearchArchives.com/t/s?3ab1

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The company has operations in Australia, New
Zealand, Germany, and Mexico.

The Debtor and 10 of its affiliates filed for chapter 11
protection on Jan. 3, 2006 (Bankr. D. Del. Lead Case No.
06-10001). James F. Conlan, Esq., at Sidley Austin LLP, and Edmon
L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, represented the Debtors in their restructuring
efforts.  The Debtors tapped McMillan Binch Mendelsohn LLP, as
their Canadian bankruptcy counsel. As of Sept. 30, 2005, the
company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006.

Pliant Corp. and its affiliates again filed for Chapter 11 after
reaching terms of a pre-packaged restructuring plan.  The
voluntary petitions were filed Feb. 11, 2009 (Bank. D. Del. Case
Nos. 09-10443 through 09-10451).  The Hon. Mary F. Walrath
presides over the cases.  Jessica C.K. Boelter, Esq., at Sidley
Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at
Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, provide bankruptcy counsel to the Debtors.
Epiq Bankruptcy Solutions LLC acts as claims and noticing agent.
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve on an Official Committee of Unsecured
Creditors.   The Committee selected Lowenstein Sandler PC as its
Counsel.  As of September 30, 2008, the Debtors had $688,611,000
in total assets and $1,032,631,000 in total debts.


PLIANT CORP: Gets Final Approval to Access BoNY $75 Mil. DIP Loan
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware authorized Pliant Corporation and its
affiliated debtors to obtain $75 million of postpetition financing
under a debtor-in-possession agreement dated Feb. 10, 2009, with a
syndicate of financial institutions that include The Bank of New
York Mellon, as administrative agent; and DDJ Capital Management
LLC, WCP LP, WCIP LP, WCOP Ltd., and Wayzata Opportunities Fund,
as lenders.

Troubled Company Reporter on Feb. 16, 2009, the Court approved the
DIP facility on an interim basis, and allowed the Debtor to access
$25 million of the DIP Loan.  The Court subsequently granted final
approval of the loan notwithstanding objections from a group of
prepetition noteholders.

The Debtors and BoNY are parties to an indenture dated June 14,
2007, wherein the Debtors issued $24 million in 18% senior
subordinated notes guaranteed by Pliant Corporation International,
Pliant Film Products of Mexico Inc., Pliant Packaging of Canada,
Uniplast Inc. and Uniplast US. Inc.  As of their bankruptcy
filing, the Debtors owe $26.3 million to the bank.  The
obligations under the subordinated notes indenture are unsecured.

The ad hoc committee of certain holders of 11-1/8% senior secured
notes due 2009 said the proposed DIP facility should not be
approved because it violates an intercreditor agreement dated Feb.
17, 2004.  The financing, according to the noteholders' group, is
in the best interest of one creditor, the Debtors' first lien
noteholders.  Furthermore, the group said the Debtors and
noteholders have held back from other parties-in-interest, certain
material information, specifically the lock-up agreement with
certain of the noteholders and any restructuring milestones, among
other things.  Accordingly, the ad hoc committee asked the Court
to direct the Debtors provide a complete adequate protection
package to the second lien committee and other holders of second
lien notes.

Proceeds of the loans will be used to fund working capital and
other general corporate needs and pay the Chapter 11 and CCAA
expenses including professional fees.  In addition, the Debtors
provided a budget, wherein they plan to use any funds advanced
during the interim period under the commitment to pay:

    i) payroll expenses;

   ii) post-petition trade amounts;

  iii) DIP financing costs and interest;

   iv) various prepetition claims that are subject of other
       motions filed concurrently, as authorized by this Court;
       and

    v) working capital and other general corporate purposes.

Salient terms of the debtor-in-possession agreement are:

Borrowers:                 Pliant Corporation

Guarantors:                Pliant Packaging of Canada LLC and
                           Uniplast Industries Co.

DIP Agent:                 The Bank ofNew York Mellon

DIP Lenders:               DDJ Capital Management LLC, WCP L.P.,
                           WCIP L.P., WCOP Ltd., and Wayzata
                           Opportunities Fund II L.P.

DIP Facility:              A non-amortizing multiple draw
                           superpriority secured term loan
                           facility in an aggregate principal
                           amount not to exceed $75,000,000.

                           No portion of the commitment will be
                           available prior to the closing date
                           and the Court's entry of the interim
                           order.  The loans under the DIP
                           facility may be incurred during the
                           availability period as follows:

                             i) an initial drawing upon the entry
                                of the Interim Order in an
                                aggregate principal amount of
                                $25,000,000; and

                            ii) upon entry of the final order (a)
                                up to three additional drawings
                                upon five business days prior
                                written notice, each in a
                                principal amount not less than
                                $5,000,000 and, in the aggregate
                                for such three  drawings, a
                                principal amount not to exceed
                                $25,000,000, and

                           iii) subject to the satisfaction of
                                the foreign debt draw conditions,
                                a drawing upon not less than five
                                business days prior written
                                notice, in a principal amount not
                                to exceed $25,000,000.

Closing Date.              February 17,2009.

Maturity:                  All obligations under the DIP
                           facility will be due and payable on
                           the earliest of

                             i) the nine-month anniversary of the
                                 closing date;

                            ii) the effective date of a plan,

                           iii) if the final order has not been
                                entered, the date that is 45 days
                                after the Debtors' bankruptcy
                                filing, and

                            iv) the acceleration of the Loans
                                and the termination of the
                                commitments upon the occurrence
                                of an event of default.

Interest:                  The applicable margin plus the
                           higher of (x) the rate that the
                           administrative agent announces from
                           time to time as its prime lending rate
                           and (y) 1/2 of 1% in excess of the
                           overnight federal funds rate, payable
                           monthly in arrears; provided, however,
                           that in no event shall the Base Rate
                           at any time be less than 5.00%; or

                           The applicable margin plus the
                           current LIBOR rate as quoted by the
                           administrative agent, adjusted for
                           reserve requirements, if any, and
                           subject to customary change of
                           circumstance provisions, for interest
                           periods of one, two, three or six
                           months, payable at the end of the
                           relevant interest period, but in any
                           event at least quarterly; provided,
                           however, that in no event shall the
                           LIBOR Rate at any time be less than
                           4.00%.

                           Applicable Margin means a rate per
                           annum equal to (x) 11.00%, in the case
                           of Base Rate Loans, and (y) 12.00%, in
                           the case of LIBOR Rate Loans.

                           Interest will be calculated on the
                           basis of the actual number of days
                           elapsed in a 360 day year.

Default Interest.          Loans will bear interest at an
                           additional 2.00% per annum.

The DIP facility is subject to a $3,000,000 carve-out to pay any
unpaid fees and expenses incurred by professionals retained by the
Debtors or any statutory committee.

To secure their DIP obligations, the lenders will be granted
superpriority administrative expense claims status over any and
all administrative expenses against the Debtors.

The DIP agreement contains customary and appropriate events of
default.

A full-text copy of the Debtors' debtor-in-possession agreement is
available for free at http://ResearchArchives.com/t/s?3972

A full-text copy of the Debtors' debtor-in-possession budget is
available for free at http://ResearchArchives.com/t/s?3973

                        About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation produces
polymer-based films and flexible packaging products for food,
beverage, personal care, medical, agricultural and industrial
applications.  The company has operations in Australia, New
Zealand, Germany and Mexico.  The Debtor and 10 of its affiliates
filed for chapter 11 protection on Jan. 3, 2006 (Bankr. D. Del.
Lead Case No. 06-10001). James F. Conlan, Esq., at Sidley Austin
LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at
Young, Conaway, Stargatt & Taylor, represented the Debtors in
their restructuring efforts.  The Debtors tapped McMillan Binch
Mendelsohn LLP, as their Canadian bankruptcy counsel.  As of
Sept. 30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts. The Debtors emerged from chapter 11
protection on July 19, 2006.


POLAROID CORP: Ritchie Capital Objects to 'Fire-Sale'
-----------------------------------------------------
Ritchie Capital Management, L.L.C. and related companies have
filed a motion with the U.S. Bankruptcy Court in Minneapolis
objecting to the proposed sale of Polaroid Corporation in its
Chapter 11 bankruptcy case.

Ritchie Capital filed the objection under seal because some of the
information contained in the objection was obtained by Ritchie
Capital on a confidential basis.  Ritchie Capital said its
objection to the proposed sale is based on three major issues:

   -- The proposed sale of all of Polaroid's assets under "fire
      sale" conditions will result in significantly less recovery
      for the bankruptcy estate than could be obtained if
      Polaroid's assets were sold separately, at a later date, and
      under better market conditions than exist today. The
      proposed sale price is only one-tenth of the amount Petters
      Group Worldwide paid for Polaroid three years ago, and its
      assets have not significantly changed or diminished in value
      since then, Ritchie Capital said.

   -- Ritchie Capital has strong reason to believe that the
      stalking horse bidder has undisclosed conflicts of interest
      due to relationships with companies and individuals with
      long-standing connections to Thomas Petters, PGW and
      individuals who currently hold senior management positions
      at Polaroid.  Ritchie Capital has reason to believe that
      current Polaroid senior management will benefit from the
      sale of Polaroid to the stalking horse bidder, other than by
      virtue of their positions at Polaroid.

   -- Better value-creating options exist that would result in
      more recovery for the debtor's estate, including an
      alternative offer that has been made by a consortium of
      Ritchie Capital, Acorn Capital Group, LLC, and RWB Services
      LLC, each of which assert senior liens on the material
      Polaroid assets. Under this alternative offer, these
      companies would waive their liens and would acquire only the
      Polaroid brand name and intellectual property, and would
      leave behind, for the benefit of all other creditors, the
      other valuable Polaroid assets and most of Polaroid's cash-
      on-hand.

The motion was filed the same day that the U.S. Bankruptcy Court
ruled against a Ritchie Capital motion seeking to question certain
Polaroid executives under oath to determine if undisclosed
conflicts of interest exist relating to the pending sale of
Polaroid.

"We are disappointed that the Court rejected our request for
discovery relating to very serious potential conflict of interest
issues. Our new objection to the sale of Polaroid to the stalking
horse bidder details the information we currently have available
concerning the probability of conflicting relationships between
the proposed buyer and the Polaroid insiders who negotiated the
proposed sale transaction.

"We hope that the Court will give careful consideration to our
objection and will at least postpone the sale to permit the facts
to be disclosed and evaluated. If the Court continues to deny us
discovery, we believe the burden should be on Polaroid to prove
that these alleged conflicts do not exist."

As reported by the Troubled Company Reporter on March 12, 2009,
the U.S. Bankruptcy Court for the District of Minnesota approved
the auction and bidding procedures for the sale of all the
properties, assets and rights of Polaroid to PHC Acquisitions,
LLC, the proposed purchaser, subject to higher or better offers.
PHC will be buying all of Polaroid's intellectual property rights
and the "Polaroid" name and brand, and other assets related to the
Polaroid business.

Pursuant to an Asset Purchase Agreement by and among the Debtors
and the proposed purchaser, dated as of January 24, 2009, PHC
Acquisitions, LLC has offered to purchase the Debtor's assets for
$42,000,000 in cash and the assumption of certain liabilities,
free and clear of all liens, claims, and encumbrances.

PHC Acquisitions is an affiliate of Genii Capital, S.A., a
Luxembourg based private equity firm.

The Court also approved the payment of a break-up fee of
$1,200,000, an expense reimbursement of up to $500,000 and other
Protections to the PHC, as stalking horse bidder.

In the case of multiple bids, the Court has scheduled an auction
for March 30, 2009, at 9:00 a.m. (prevailing Central Time) at the
offices of Lindquist & Vennum PLLP in Minneapolis, Minnesota.

The deadline for the submission of competing bids will be March
26, 2009, at 5:00 p.m. (prevailing Central Time).  The Sale
Hearing will be held on March 31, 2009, at 1:30 p.m. (prevailing
Central Time).  Objections, if any, to the sale were due March 26,
2009.

Bids for the Acquired Assets or substantially all of the assets of
Polaroid must be for a minimum bid equal to or greater than the
sum of (i) the purchase price set forth in the Purchase Agreement,
(ii) the Expense Reimbursement, (iii) the Break-Up Fee; and (iv)
$150,000.

A good faith deposit equal to 10% of the Initial Incremental Bid
Amount will be submitted, which deposit will be held in escrow
until the selection of the Successful Bidder(s) and the Back-Up
Bidder(s), as to all other bidders, or as to the Back-Up
Bidder(s), 48 hours after the Back-Up Bidder(s) is terminated.

                       About Ritchie Capital

Ritchie Capital Management, L.L.C. is a diversified alternative
asset management firm established in 1997 with interests in hedge
funds, private equity, venture capital, insurance, energy and real
estate and with offices in Lisle, Illinois; New York; and Menlo
Park, California.

                    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.


POLISH ROMAN CATHOLIC: Losses Cue A.M. Best to Cut Rating to 'B-'
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to
B- (Fair) from B (Fair) and issuer credit rating (ICR) to "bb-"
from "bb+" of Polish Roman Catholic Union of America (Chicago,
IL).  The outlook has been revised to negative from stable.

These rating actions are based on PRCUA's significant decrease in
its unassigned funds as a result of realized and unrealized losses
in its investment portfolio, decline in its regulatory and Best's
Capital Adequacy Ratio, modest interest spread margin on its fixed
annuity business and continued statutory operating losses.

PRCUA has sustained large realized losses.  In addition, the
company's level of unrealized losses is high relative to its
unassigned funds, and further declines in equity market values
would continue to negatively impact its surplus funds, which have
already declined significantly in 2008.  While PRCUA supports its
policyholders' liabilities through both fixed income securities
and mortgage loans, A.M. Best notes that PRCUA's allocation to
more liquid bonds supporting its policyholders' obligations are at
lower levels when compared to other fraternal benefit societies.
While management has made efforts to cut costs and decrease rates
to ease spread compression, PRCUA continues to incur operating
losses.  A.M. Best notes that given the high percentage of
annuities without surrender charges, any large increase in
surrenders or withdrawals may cause liquidity issues and further
losses to the company's investment portfolio.

Partially offsetting these factors are PRCUA's long established
fraternal presence in the Midwest region and its loyal member
base.


PRATT-READ CORP: Can Access Cash Collateral Until April 10
----------------------------------------------------------
The Hon. Alan H. W. Shiff of the United States Bankruptcy Court
for the District of Connecticut authorized Pratt-Read Corporation
and American Industrial Manufacturing Company to access, on an
interim basis, cash collateral securing repayment of secured loan
to Webster Bank, N.A.,

Judge Shiff allowed the Debtors to use cash collateral until
April 10, 2009.

Access to cash collateral will allow them to operate and preserve
their going concern value, and avoid immediate and irreparable
harm, according to the Debtors.

Webster asserts a $6,800,000 a claim backed a first priority lien
on all of the Debtors' assets.  As adequate protection, Webster is
granted valid, binding, enforceable and automatically perfected,
replacement and substitute liens in all postpetition assets
excluding avoidance causes of action.

A hearing on the request will take place on April 7, 2009, at
10:00 a.m., to consider final approval.  Objections, if any, are
due April 3, 2009.

Headquartered in Shelton, Connecticut, Shelton, Pratt-Read
Corporation -- http://www.pratt-read.com/-- makes metal
stampings.  The Company and its affiliate, American Industrial
Manufacturing Company, filed for Chapter 11 protection on
March 19, 2009 (Bankr. D. Conn. Lead Case No. 09-50481).  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $10 million and $50 million each.


PRATT-READ CORP: Section 341(a) Meeting Scheduled for April 27
--------------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
creditors of Pratt-Read Corporation on April 27, 2009, 1:00 p.m.,
at 150 Court Street, The Giaimo Federal Building, Room 309, New
Haven, Connecticut.

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

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

Headquartered in Shelton, Connecticut, Shelton, Pratt-Read
Corporation -- http://www.pratt-read.com/-- makes metal
stampings.  The company filed for Chapter 11 protection on
March 19, 2009 (Bankr. D. Conn. Case No. 09-50481).  James Berman,
Esq., and Jed Horwitt, Esq., at Zeisler and Zeisler, represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$10 million and $50 million each.


PRATT-READ CORP: Wants May 4 Extension to File SALs and SOFAs
-------------------------------------------------------------
Pratt-Read Corporation and American Industrial Manufacturing
Company ask the United States Bankruptcy Court for the District of
Connecticut to extend the period within which they may file their
schedules of assets and liabilities, and statement of financial
affairs until May 4, 2009.

According to the request, the Debtors and their counsel need more
time to collect and complete the Debtor's schedules and statement
because the Debtors were unable to finalize the requirements due
to several distractions during their bankruptcy filing.

Headquartered in Shelton, Connecticut, Shelton, Pratt-Read
Corporation -- http://www.pratt-read.com/-- makes metal
stampings.  The Company and its affiliate, American Industrial
Manufacturing Company, filed for Chapter 11 protection on
March 19, 2009 (Bankr. D. Conn. Lead Case No. 09-50481).  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $10 million and $50 million each.


PRATT-READ CORP: Taps Zeilser & Zeilser as Counsel
--------------------------------------------------
Pratt-Read Corporation asks the United States Bankruptcy Court for
the District of Connecticut for permission to employ Zeisler &
Zeilser P.C. as its counsel.

The firm is expected to:

   a) advise the Debtor of its rights, powers and duties as a
      debtor and a debtor-in-possession continuing to operate and
      manage its business and property;

   b) advise the Debtor concerning and assist in the negotiation
      and documentation of financing agreements, debt
      restructuring, cash collateral orders and related
      transactions;

   c) review the nature and validity of liens asserted against
      the property of the Debtors and advise the Debtors
      concerning the enforceability of the liens;

   d) advise the Debtor concerning the actions that it might take
      to collect and to recover property for the benefit of the
      Debtor's estate;

   e) prepare on behalf of the Debtor certain necessary and
      appropriate applications, motions, pleading, draft orders,
      notices schedules and other documents, and review all
      financial and other reports to be filed in this Chapter 11
      case;

   f) advise the Debtor concerning and prepare responses to
      applications, motions, pleadings, notices and other papers
      which will be filed and served in its Chapter 11 case;

   g) counsel the Debtor in connection with the formulation,
      negotiation and promulgation of a plan of reorganization
      and related documents; and

   h) perform all other legal services for and on behalf of the
      Debtor which will be necessary or appropriate in the
      administration of the Chapter 11 case;

The firm received $40,000 retainer from the Debtor.

Papers filed with the Court did not disclose the firm's hourly
rates.

Jed Horwitt, Esq., principal of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Shelton, Connecticut, Shelton, Pratt-Read
Corporation -- http://www.pratt-read.com/-- makes metal
stampings.  The Company filed for Chapter 11 protection on
March 19, 2009 (Bankr. D. Conn. Case No. 09-50481).  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $10 million and $50 million each.


PRICE TRUCKING: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Price Trucking, Inc.
        823 Old Philadelphia Road
        Aberdeen, MD 21001

Bankruptcy Case No.: 09-15044

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
F.T. Silfies, Inc.                                 09-15049

Type of Business: Headquartered in Ogden, Utah, Price Trucking is
                  a full service trucking company that serves 48
                  states.  The Company holds permits for hazardous
                  waste transportation in most of the eastern half
                  of the United States.

                  See http://www.pricetrucking.com/

Chapter 11 Petition Date: March 25, 2009

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: J. Daniel Vorsteg, Esq.
                  jvorsteg@wtplaw.com
                  Whiteford Taylor & Preston
                  7 St. Paul Street
                  Baltimore, MD 21202
                  Tel: (410) 347-8700
                  Fax: (410) 625-7510

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Carroll Fuel                   trade             $792,585
Attn: Craig Habicht
2700 Loch Raven Road
Baltimore, MD 21218

Berks Products                 trade             $413,100
Attn: Richard Dodson
965 Berkshire Blvd.
Wyomissing, PA 19610

Intercounty Health Plan        insurance         $365,617
Attn: William Doughterty
720 Blair Mill Road
Horsham, PA 19044

Geisinger Health Plan          insurance         $264,779

David Price                    note              $261,620

Hess Corporation               trade             $176,721

Dennis Price                   note              $172,630

PETRO Trust                    trade             $129,732

XL Insurance                   trade             $84,894

US Gas                         trade             $75,079

Topper Petroleum Inc.          trade             $75,079

Service Tire Truck Center      trade             $63,771

Port Authority of NY & NJ      trade             $34,670

Hale Trailer Brake & Wheel     trade             $28,682

ECBM                           trade             $24,999

Pennsylvania Department of     trade             $22,516
Environmental Protection

Transedge Truck Centers        trade             $21,290

Peoplenet                      trade             $19,939

Griffith Energy Services Inc.  trade             $18,346

Kanawha Insurance Company      insurance         $17,896

KCI Insurance Agency Inc.      insurance         $17,500

FleetNet America Inc.          trade             $17,162

Trans Tech Logistics Inc.      trade             $17,000

DeLange Landen Financial       trade             $15,943

Polar Service Centers          trade             $15,494

Tri Gas & Oil                  trade             $14,766

GE Capital Modular Space       trade             $14,583

AT&T Mobility                  trade             $14,583

Beaver's Auto Body & Truck     trade             $13,235

The petition was signed by David Wechsler, director and vice
president.


QIMONDA NA: Wants to Reject Willowchase & Exel Contracts
--------------------------------------------------------
Qimonda North America Corp. and its debtor-affiliate ask the
United States Bankruptcy Court for the District of Delaware for
authority to reject (i) a lease of real property located at 8203
Willow Place South with Willowchase Houston Ltd. of Houston,
Texas, and (ii) an operating services agreement dated Sept. 24,
2008, with Exel Inc. of Westerville, Ohio.

The Debtors tell the Court that they need to eliminate the costs
associated with the Property Lease.  According to the Debtors, the
Lease obligates them to make at least $3,100 rent payment per
month together with an upward adjustment in certain circumstances
as provided in the Lease.  The Debtors want to abandon certain
assets within the property since they are no long necessary to the
operation of the Debtors as a going concern.

On the one hand, the Debtors say that they no longer need the
services of Exel since the distribution center and warehouse
complex facilities it manages and operates have stop operating
after the Debtors' ultimate parent, Qimonda AG, initiated
insolvency proceedings in Germany.

A full-text copy of the Williowchase Lease Contract is available
for free at:

               http://ResearchArchives.com/t/s?3ad0

A full-text copy of the Exel Operating Services Agreement is
available for free at:

               http://ResearchArchives.com/t/s?3ad1

                        About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business --  approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG, filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.

QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond
LLC, filed for Chapter 11 before the Delaware bankruptcy court on
February 20 (Bankr. D. Del., Lead Case No. 09-10589).  Mark D.
Collins, Esq., at Richards Layton & Finger PA, has been tapped as
counsel.  Alvarez & Marsal serves as restructuring managers.  Epiq
Bankruptcy Solutions LLC serves as its claims agent.  Roberta A.
DeAngelis, the United States Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured
Creditors.  In its bankruptcy petition, Qimonda Richmond estimated
assets and debts of more than US$1 billion.


REDCORP VENTURES: Court Extends CCAA Stay Until June 16
-------------------------------------------------------
Redcorp Ventures Ltd. said all of the relief granted in the order
made by the British Columbia Supreme Court pursuant to its filing
with Redfern Resources Ltd. under the Companies' Creditors
Arrangement Act on March 4, 2009, including the stay period, is
continued and extended until June 16, 2009.

The Court authorized Redcorp to enter into an agreement with
Paradigm Capital Inc. pursuant to which Paradigm will provide
services to the Petitioners in conjunction with the Court
appointed monitor, KPMG LLP, to assist the Petitioners in finding
an investor/partner to facilitate the completion of the
Petitioners' Tulsequah Project.

The Court also ordered certain relief from securities and
regulatory filing requirements that Redcorp would otherwise be
subject to as a reporting and listed company, in order to
facilitate the restructuring plan. The Court also ordered that the
time for holding the annual general meeting of Redcorp is
postponed until January 2010.

Since the Initial Order the Petitioners have worked closely with
the Monitor and have, among other things, held regular conference
calls between the Petitioners, the Committee of Secured Note
Holders and the Monitor, developed a plan for putting the
Tulsequah Project on a "care and maintenance" basis and have begun
to implement that process, initiated proceedings in the United
States Bankruptcy Court for recognition of the Initial Order and
have obtained an interim stay order pending a further hearing on
April 9, 2009, arranged for a central storage facility to be
rented and have begun to consolidate Redfern's equipment in that
facility, and commenced development of a plan for the care of the
site to minimize environmental issues.

Redfern is continuing to finalize outstanding permits required to
allow the mine development to proceed as planned on a successful
restructuring. Work on fabrication of the Air Cushion Barge in
Portland, Oregon, is on hold pending progress in the restructuring
process.

Redcorp Ventures Ltd. (CA:RDV) -- http://www.redcorp-ventures.com
and http://www.redfern.bc.ca-- is a Vancouver, British Columbia-
based mineral exploration and development company with active
projects in British Columbia, Canada and Portugal.

Redcorp and Redfern sought and were granted protection under the
Companies' Creditors Arrangement Act by order of the Supreme Court
of British Columbia on March 4, 2009.  KPMG Inc. was appointed
Monitor.


RITCHIE CAPITAL: Objects to Sale of Polaroid at 'Fire-Sale' Price
-----------------------------------------------------------------
Ritchie Capital Management, L.L.C. and related companies have
filed a motion with the U.S. Bankruptcy Court in Minneapolis
objecting to the proposed sale of Polaroid Corporation in its
Chapter 11 bankruptcy case.

Ritchie Capital filed the objection under seal because some of the
information contained in the objection was obtained by Ritchie
Capital on a confidential basis.  Ritchie Capital said its
objection to the proposed sale is based on three major issues:

   -- The proposed sale of all of Polaroid's assets under "fire
      sale" conditions will result in significantly less recovery
      for the bankruptcy estate than could be obtained if
      Polaroid's assets were sold separately, at a later date, and
      under better market conditions than exist today. The
      proposed sale price is only one-tenth of the amount Petters
      Group Worldwide paid for Polaroid three years ago, and its
      assets have not significantly changed or diminished in value
      since then, Ritchie Capital said.

   -- Ritchie Capital has strong reason to believe that the
      stalking horse bidder has undisclosed conflicts of interest
      due to relationships with companies and individuals with
      long-standing connections to Thomas Petters, PGW and
      individuals who currently hold senior management positions
      at Polaroid.  Ritchie Capital has reason to believe that
      current Polaroid senior management will benefit from the
      sale of Polaroid to the stalking horse bidder, other than by
      virtue of their positions at Polaroid.

   -- Better value-creating options exist that would result in
      more recovery for the debtor's estate, including an
      alternative offer that has been made by a consortium of
      Ritchie Capital, Acorn Capital Group, LLC, and RWB Services
      LLC, each of which assert senior liens on the material
      Polaroid assets. Under this alternative offer, these
      companies would waive their liens and would acquire only the
      Polaroid brand name and intellectual property, and would
      leave behind, for the benefit of all other creditors, the
      other valuable Polaroid assets and most of Polaroid's cash-
      on-hand.

The motion was filed the same day that the U.S. Bankruptcy Court
ruled against a Ritchie Capital motion seeking to question certain
Polaroid executives under oath to determine if undisclosed
conflicts of interest exist relating to the pending sale of
Polaroid.

"We are disappointed that the Court rejected our request for
discovery relating to very serious potential conflict of interest
issues. Our new objection to the sale of Polaroid to the stalking
horse bidder details the information we currently have available
concerning the probability of conflicting relationships between
the proposed buyer and the Polaroid insiders who negotiated the
proposed sale transaction.

"We hope that the Court will give careful consideration to our
objection and will at least postpone the sale to permit the facts
to be disclosed and evaluated. If the Court continues to deny us
discovery, we believe the burden should be on Polaroid to prove
that these alleged conflicts do not exist."

As reported by the Troubled Company Reporter on March 12, 2009,
the U.S. Bankruptcy Court for the District of Minnesota approved
the auction and bidding procedures for the sale of all the
properties, assets and rights of Polaroid to PHC Acquisitions,
LLC, the proposed purchaser, subject to higher or better offers.
PHC will be buying all of Polaroid's intellectual property rights
and the "Polaroid" name and brand, and other assets related to the
Polaroid business.

Pursuant to an Asset Purchase Agreement by and among the Debtors
and the proposed purchaser, dated as of January 24, 2009, PHC
Acquisitions, LLC has offered to purchase the Debtor's assets for
$42,000,000 in cash and the assumption of certain liabilities,
free and clear of all liens, claims, and encumbrances.

PHC Acquisitions is an affiliate of Genii Capital, S.A., a
Luxembourg based private equity firm.

The Court also approved the payment of a break-up fee of
$1,200,000, an expense reimbursement of up to $500,000 and other
Protections to the PHC, as stalking horse bidder.

In the case of multiple bids, the Court has scheduled an auction
for March 30, 2009, at 9:00 a.m. (prevailing Central Time) at the
offices of Lindquist & Vennum PLLP in Minneapolis, Minnesota.

The deadline for the submission of competing bids will be March
26, 2009, at 5:00 p.m. (prevailing Central Time).  The Sale
Hearing will be held on March 31, 2009, at 1:30 p.m. (prevailing
Central Time).  Objections, if any, to the sale were due March 26,
2009.

Bids for the Acquired Assets or substantially all of the assets of
Polaroid must be for a minimum bid equal to or greater than the
sum of (i) the purchase price set forth in the Purchase Agreement,
(ii) the Expense Reimbursement, (iii) the Break-Up Fee; and (iv)
$150,000.

A good faith deposit equal to 10% of the Initial Incremental Bid
Amount will be submitted, which deposit will be held in escrow
until the selection of the Successful Bidder(s) and the Back-Up
Bidder(s), as to all other bidders, or as to the Back-Up
Bidder(s), 48 hours after the Back-Up Bidder(s) is terminated.

                       About Ritchie Capital

Ritchie Capital Management, L.L.C. is a diversified alternative
asset management firm established in 1997 with interests in hedge
funds, private equity, venture capital, insurance, energy and real
estate and with offices in Lisle, Illinois; New York; and Menlo
Park, California.

                    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.


RITZ CAMERA: Bidding Procedures for 400 Stores Get Court Approval
-----------------------------------------------------------------
Barton Eckert at Denver Business Journal reports that the Hon.
Mary Walrath of the U.S. Bankruptcy Court for the District of
Delaware has approved Ritz Camera Center Inc.'s bidding procedures
for its 400 stores.

As reported by the Troubled Company Reporter on March 12, 2009,
Ritz Camera told Judge Walrath at the hearing on the Boaters World
auction that it wanted to close 400 of its 800 stores.

Business Journal relates that Judge Walrath also approved Ritz
Camera's request to borrow about $85 million from Wachovia Bank to
help fund operations as it closes the stores.

Ritz Camera said in court documents that it wants liquidators to
bid for rights to oversee the sales by March 30.  Business Journal
states that Ritz Camera will hold an auction on April 1 if it gets
more than one acceptable bid.

According to Bloomberg News, Ritz Camera Chief Restructuring
Officer Marc Weinsweig as saying two groups of liquidators have
made bids -- Gordon Brothers Retail Partners LLC and Hilco
Merchant Resources LLC.

A hearing will be held on April 2 for the approval of the sale,
Business Journal reports.

                 About Ritz Camera Centers Inc

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


ROC PREF: S&P Affirms Ratings on Preferred Shares to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on ROC
Pref. II Corp.'s preferred shares and removed them from
CreditWatch with negative implications.

The affirmations and CreditWatch removals reflect the affirmation
and CreditWatch negative removal of the rating on Tigers 2004-24's
credit-linked notes, to which the preferred shares on ROC Pref. II
Corp. are linked.

      Ratings Affirmed And Removed From Creditwatch Negative

                         ROC Pref II Corp.

                         Preferred shares

                                    Rating
                                    ------
       Class                 To                From
       -----                 --                ----
       Global scale:         BB-               BB-/Watch Neg
       Canada scale:         P-3(Low)          P-3(Low)/Watch Neg


ROYAL CARIBBEAN: S&P Downgrades Corporate Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Miami, Florida-based Royal Caribbean Cruises Ltd. to
'BB-' from 'BB'.  The issue-level ratings on the company's debt
were also lowered by one notch.  At the same time, these ratings
were removed from CreditWatch, where they were placed with
negative implications Jan. 30, 2009.  The rating outlook is
negative.

S&P previously placed its ratings on CreditWatch following the
company's fourth-quarter earnings announcement, in which RCL
presented its forecast of declines in net revenue yields for 2009
in the range of 9% to 13%.  As outlined in S&P's Dec. 5, 2008
press release, S&P's previous projections incorporated the
expectation for net revenue yields to decline in the mid-single-
digit percentage area in 2009, which translated into minimal
growth in EBITDA and would drive leverage (adjusted for operating
leases and port commitment fees) to the low-6x area by the end of
2009.

"The downgrade reflects our revised expectations for 2009 and
2010, which now project net revenue yields to decline in the mid-
teens percentage area in 2009," said Standard & Poor's credit
analyst Ben Bubeck.

S&P estimates this would result in EBITDA declines in the mid- to
high-teens percentage range, despite scheduled capacity increases
in fiscal 2009 of nearly 7%.  S&P is also rating to the assumption
of flat net revenue yields in 2010, which would likely drive
EBITDA growth roughly in line with scheduled capacity increases of
nearly 12% next year.  In this scenario, S&P projects that funded
debt balances would rise by nearly
$1.5 billion in 2009 and that leverage (adjusted for operating
leases and port commitment fees) would increase to the mid-7x
area.  In addition, given S&P's expectations for EBITDA growth in
2010 roughly in line with capacity increases and incremental
funded debt needs in excess of $1 billion, S&P projects that
leverage will remain above 7x through 2010 -- a level S&P
considers to be weak for the 'BB-' rating.

The rating outlook remains negative, reflecting S&P's continuing
concerns that the weakened state of the economy and the pullback
in consumer spending will challenge RCL's ability to fill its
ships at an adequate price point to meet S&P's revised projections
and improve credit measures to levels more in line with the
current rating.  In addition, the negative outlook reflects
substantial funding needs relative to the scheduled delivery of
two Oasis-class ships.  While S&P's rating incorporates the
expectation that RCL will secure financing for the first Oasis-
class ship in the near term, the negative outlook also speaks to
some concern around the company's need to secure the second
roughly $1 billion financing commitment in the current challenging
credit climate.  However, S&P also recognize that RCL has several
quarters to work toward securing this commitment.

The rating on RCL reflects an aggressive financial risk profile,
the capital intensive nature of the cruise industry, and the
sensitivity of the travel and leisure sector to economic cycles.
These factors are somewhat offset by RCL's solid brands, a
relatively young and high-quality fleet of ships, high barriers to
entry in the cruise industry, and an experienced management team.


RYERSON INC: S&P Puts 'B' Corporate Ratings on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Chicago, Illinois-based Ryerson Inc., including its 'B'
corporate credit and senior secured debt ratings, on CreditWatch
with negative implications.

"The CreditWatch listing reflects our concern that Ryerson's
profitability, cash flow, and credit measures will likely weaken
materially during 2009, likely pressuring the company's liquidity
position," said Standard & Poor's credit analyst Maurice Austin.
Given the sharp deterioration in both steel and aluminum market
conditions in North America over the past several months, S&P
expects operating conditions to remain challenging in the near
term.

In resolving the CreditWatch listing, S&P will meet with
management and evaluate its operating and financial strategies in
light of the ongoing challenging business conditions.  The
company's ability to adjust its operations to maintain adequate
liquidity will be a key component of S&P's review given the
continuing weak markets.


SAGECREST HOLDINGS: Voluntary Chapter 15 Case Summary
-----------------------------------------------------
Chapter 15 Petitioner: Peter C.B. Mitchell
                       provisional liquidator of SageCrest
                       Holdings Limited

Chapter 15 Debtor:     SageCrest Holdings Limited
                       Canon's Court
                       22 Victoria Street
                       Hamilton HM 12
                       Bermuda

Chapter 15 Case No.: 09-50546

Debtor-affiliates filing Chapter 11 petitions Aug. 20, 2008:

        Entity                                     Case No.
        ------                                     --------
SageCrest Holdings Ltd.                            08-50763

Type of Business: The Debtors specialize in making secured loans
                  to smaller companies in financial, life-
                  insurance and mortgage businesses.

Chapter 15 Petition Date: March 27, 2009

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

Chapter 15
Petitioner's Counsel:   Melissa Zelen Neier, Esq.
                        mneier@ibolaw.com
                        Ivey, Barnum, and O'Mara
                        170 Mason Street
                        P.O. Box 1689
                        Greenwich, CT 06836
                        Tel: (203) 661-6000

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million


SPORTSMAN'S WAREHOUSE: Can Access GECC $30MM DIP Loan on Interim
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Sportsman's Warehouse Inc. and
its debtor-affiliates to access, on the interim basis, $30 million
of the $85 million committed under the debtor-in-possession credit
agreement dated March 19, 2009, with a syndicate of financial
institution including General Electric Capital Corporation, as
administrative agent.

Judge Sontchi also authorized the Debtors to use cash collateral
to pay operating expenses and vendors to ensure a continued supply
of goods essential to the Debtors' continued viability in
accordance to the DIP budget.

Certain subsidiaries of the Debtors on October 31, 2007, entered
into a loan agreement with GECC to provide revolving credit
facility, which agreement guaranteed by SW Holdings.  The credit
facility is secured by a fist priority lien on and security
interest in substantially all of the Debtors' assets.  The Debtors
owe about $33.5 million under the credit agreement as of their
bankruptcy filing.  Furthermore, the Debtors' subsidiaries entered
into another credit agreement with GB Merchant Partners LLC to
provide as much as $20 million in term loan on Jan. 11, 2008.  The
term loan is secured by a second priority lien on and security
interest in the same collateral securing GECC credit facility.
The Debtors owe approximately $16 million under the term loan
agreement as of their bankruptcy filing.

The DIP facility will provide new liquidity to the Debtors to
allow them to (i) minimize disruption to their businesses and
ongoing operations; (ii) enhance the value of the Debtors' estates
for the benefit of all of their creditors; (iii) avoid immediate
and irreparable harm to their creditors, businesses and employees;
and (iv) permit the Debtors to continue to pursue the
restructuring process.

The salient terms of the debtor-in-possession loan are:

Borrowers:           subsidiary Debtors

Guarantor:           SW Holdings

Agent:               GECC

Sole Lead Arranger
and Sole Bookrunner: GE Capital Markets Inc.

Principal Amount:    A revolving loan in an aggregate amount not
                     to exceed $85 million, with $30 million
                     available upon entry of the Interim Order
                     pending entry of a Final Order .

Maturity:            The date that is the earliest of:
                     (a) 12 months after the bankruptcy filing;
                     (b) the earlier of (i) the date upon which
                     the order granting interim approval of the
                     DIP Loan expires or (ii) 35 days after the
                     entry of the Interim Order, in either case,
                     if final approval of the Loan has not been
                     granted prior to the expiration of that
                     period; (c) if a plan of reorganization has
                     been confirmed by order of the Court, the
                     earlier of (i) the effective date of the plan
                     of reorganization or (ii) the 30th day after
                     the date of entry of the confirmation order;
                     (d) the closing of a sale of substantially
                     all of the equity or assets of the Debtors;
                     (e) the date of indefeasible prepayment in
                     cash in full by Debtors of all obligations
                     under the DIP Facility in accordance with the
                     terms; or (f) upon acceleration of the DIP
                     loan.

Interest:            At the option of Debtors: (a) Index
                     Rate plus 300 basis points; or (b) three-
                     month LIBOR plus 450 basis points.

Default Interest:    During the continuance of an event of
                     default, DIP loan, interest, fees and other
                     amounts due under the DIP facility will bear
                     interest at a rate that is 200 basis points
                     per annum greater than the rate otherwise
                     applicable to DIP Loans at such time .

Unused Commitment
Fee:                 100 basis points

Under the agreement, the Debtors may convert the DIP credit
agreement into an exit facility subject to terms and conditions
acceptable to the DIP lenders.  The maturity date of the exit
facility will be three years from the closing date, so long as the
Debtors' plan of reorganization is reasonably acceptable to the
DIP lenders.  The Debtors expect that the exit facility will be
effectuated through an amendment to the documentation, which may
include an amendment and restatement or a replacement facility.

The DIP facility subject to carve-outs to pay unpaid fees and
expenses (i) of professionals retained by the Debtors not to
exceed $1 million and (ii) to the United States Trustee and the
clerk of the Court not to exceed $4.5 million.

The DIP agreement contains customary and appropriate events of
default.

The lenders will be granted superpriority administrative expense
claim status to secured their DIP obligations, the Debtors said.

A hearing is set for April 15, 2009, at 3:00 p.m. (Prevailing
Eastern Time) to consider approval of the request.  Objections, if
any, are due April 8, 2009, by 4:00 p.m.

A full-text copy of the Debtors' debtor-in-possession credit
agreement is available for free at:

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

A full-text copy of the Debtors' DIP budget is available for free
at:

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

Midvale, Utah-based Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates sell
indoors and outdoor gears and equipment. The Companies filed for
Chapter 11 bankruptcy protection on March 20, 2009 (Bankr. D.
Delaware Bankr. Case No. 09-10990). Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher assists the Companies in their
restructuring efforts.  The company listed assets of
$436 million against debt totaling $452 million as of Dec. 31.,
2008.


SPORTSMAN'S WAREHOUSE: Seeks Kurtzman Carson as Claims Agent
------------------------------------------------------------
Sportsman's Warehouse Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Kurtzman Carson Consultants LLC as their
claims, noticing and balloting agent.

The firm will:

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

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

   c) tabulate acceptances and rejections of the Debtors' plan(s)
      of reorganization; and

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

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

The Debtors propose that fees and expenses of the firm incurred in
the performance of services in accordance with the service
agreement will be treated as administrative expenses of the
Debtors' Chapter 11 estate and be paid in the ordinary course of
business.

A full-text copy of the KKC Service Agreement is available for
free at http://ResearchArchives.com/t/s?3aab

Midvale, Utah-based Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates sell
indoors and outdoor gears and equipment. The Companies filed for
Chapter 11 bankruptcy protection on March 20, 2009 (Bankr. D.
Delaware Bankr. Case No. 09-10990). Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher assists the Companies in their
restructuring efforts.  The company listed assets of
$436 million against debt totaling $452 million as of Dec. 31.,
2008.


TROPICANA ENTERTAINMENT: Amends Plans to Discuss IP Rights
----------------------------------------------------------
Tropicana Entertainment LLC and 26 other debtors -- the OpCo
Debtors -- and Tropicana Las Vegas Holdings, LLC, and six debtor
affiliates -- the LandCo Debtors -- presented to the U.S.
Bankruptcy Court for the District of Delaware additional
modifications to their First Amended Chapter 11 Plan of
Reorganizations and accompanying Disclosure Statements dated
March 20, 2009.  Among other things, both Debtor groups made
additional disclosures with respect to intellectual property
rights.

The OpCo Amended Plan also includes a note that the Official
Committee of Unsecured Creditors believes that the Plan is in the
best interests of the general unsecured creditors and recommends
those creditors to vote to accept the Plan.

The LandCo Amended Plan included additional disclosure of a
"Working Capital Facility" to be provided by Wells Fargo Foothill
and certain other LandCo Lenders for the extension of a capital
loan to New LandCo of up to $15 million on terms acceptable to
both parties.  It also provides that holders of allowed Class 4
Claims and allowed Class 6 Claims will receive a settlement
payment, which consists of a cash payment of an amount equal to
the lesser of (1) the aggregate amount of each allowed Class 4
and Class 6 Claims, or (2) $400,000 in the aggregate.

The LandCo Debtors also disclosed an increase in the projected
recovery of certain classes of Claims, which include:

Class  Description              Treatment of Claim; Recovery
-----  -----------              ----------------------------
  4    LandCo General           Pro rata share of the
       Unsecured Claims         Litigation Trust Proceeds and
                                Settlement Payment

                                Est. Recovery: 1.1% to 12.3%
                                Est. Amount: $3,200,000 to
                                             $9,400,000

  6    Insider Claims           In Cash, the pro rata share of
                                the Litigation Trust Proceeds
                                and Settlement Payment

                                Est. Recovery: Less than 1.1%
                                Est. Amount: $28,200,000

Full-text copies of the blacklined versions of the March 20 Plan
Modifications are available at no charge at:

   http://bankrupt.com/misc/Tropi_Blacklined1stAmOpCoPlan_Mar20.pdf
   http://bankrupt.com/misc/Tropi_BlacklinedDS1stAmOpCoPlan_Mar20.pdf
   http://bankrupt.com/misc/Tropi_Blacklined1stAmLandCoPlan_Mar20.pdf
   http://bankrupt.com/misc/Tropi_BlacklinedDS1stAmLandCoPlan_Mar20.pdf

As reported by the Troubled Company Reporter on March 9, 2009, the
Court has approved both Debtor groups' disclosure statements.
Tropicana has begun distributing the ballots, which are
accompanied by a letter of support from the unsecured creditors
committee.

Judge Kevin Carey has set this timeline for each of the OpCo and
LandCo Plans:

   -- March 10 as the record date for the purpose of determining
      claims that are entitled to receive solicitation packages.

   -- April 17, as the voting deadline for the Plan.

   -- April 20 as the deadline for filing objections to the Plan.

   -- April 27, 2009 at 10:00 a.m. as the first day of the
      confirmation hearing.

According to the LandCo Disclosure Statement, the LandCo Plan
originally provided for 0% to 12.3% recovery by unsecured
creditors, the cancellation of existing stock and zero recovery
for stockholders.  Holders of the LandCo Credit Facility Claims
will receive full recovery for the first $358,000,000 to
$378,000,000, but zero recovery for a deficiency claim of
$65 million to $85 million.  A full-text copy of the LandCo
Disclosure Statement, as first amended, is available at
http://researcharchives.com/t/s?3a25

For the OpCo Plan, unsecured claims totaling up to $330,200,000
will receive less than 1% recovery, and also the cancellation of
all equity interests.  Holders of the OpCo Credit Facility claims
aggregating $552 million to $707 million will receive full
recovery.  A copy of the Opco Disclosure Statement, as first
amended, is available at http://researcharchives.com/t/s?3a24


In its letter to creditors, the Committee wrote that its support
is the result of "vigorous negotiations" among Tropicana, the
secured lenders and the Committee.  The letter asserts that the
Committee obtained what "it believes is improved treatment for all
classes of general unsecured claims compared with treatment
proposed in previously-filed versions."

"Due to the facts and circumstances of the [Tropicana] cases, in
particular, the litigation risk and uncertainty associated with
challenging valuation and confirmation . . . the Committee
recommends that general unsecured creditors vote to accept the
[current] plan," the letter continued.

"Understanding that the backdrop for this effort has been the
nation's continuing financial crisis, we commend our lenders and
the Committee for engaging in a highly productive negotiation,"
said Tropicana CEO Scott C. Butera.  "Our plan is stronger for
these efforts because we have been able to take into account the
interests of all the company's key stakeholders.

"Our employees have earned our highest respect," Mr. Butera said.
"Throughout the restructuring process, they have been enthusiastic
and extremely loyal.  Now, with renewed regulatory and community
relationships, stronger employee relations, and better overall
business systems in place, we feel we have the resources necessary
to operate in the highly competitive hospitality and gaming
industry."

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: DIP Lenders Waive EBITDA Covenant Default
------------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware permitted Tropicana Entertainment LLC to enter into the
proposed amendments to their DIP credit facility.  Among other
things, the DIP Loan Amendments relate to the DIP Lenders waiving
the EBITDA Covenant Default provisions and implementing revised
submissions of compliance certificates and updated cash flow
forecasts by the Debtors.

The Debtors are also authorized to pay the $750,000 amendment fee
in connection with the implementation of the DIP Amendment.

The Court previously entered a final DIP order on May 30, 2008,
authorizing the Debtors to obtain up to $67,000,000 in
postpetition financing on a superpriority administrative claim
and first priority priming lien basis, pursuant to the terms of
the Senior Secured Superpriority Debtor-in-Possession Credit
Agreement, dated May 5, 2008, as amended, by and among the
Debtors and Silver Point Finance, LLC, as administrative agent,
collateral agent, sole bookrunner, and sole lead arranger.
Silver Point has since then been replaced by The Foothill Group,
Inc.

According to Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, as a direct result of the current
unprecedented economic crisis, which has significantly depressed
consumer demand for casino gaming-related travel and
entertainment, the Debtors' consolidated EBITDA figures for the
trailing three months ending January 31, 2009, was less than the
permitted minimum amount for the period as set forth in the DIP
Credit Agreement.  Thus, he said, the Debtors initiated a dialogue
with the DIP Lenders that resulted in the waiver and amendment to
the DIP Credit Agreement.

The Debtors completed negotiations with the DIP Lenders on the
terms of an agreement to waive any existing covenant default and
to amend the EBITDA covenant to ensure their compliance under the
DIP Credit Agreement on a going-forward basis to avoid
unnecessarily derailing the proceedings to confirm the plans of
reorganization they have filed.  In addition to amending the
EBITDA covenant, the DIP Amendment also extends certain deadlines
and modifies certain other requirements.  The additional
modifications will help enable the Debtors to maintain focus on
their operations, conserve resources, and afford the Debtors
greater flexibility in running their businesses, Mr. Kaufman said.

The general waivers and modifications to the DIP Credit Agreement
are:

  (a) The DIP Lenders agree to waive the EBITDA Covenant default
      under Section 6.10 of the DIP Credit Agreement for the
      period ending January 31, 2009.

  (b) The EBITDA Covenants in Section 6.10 of the DIP Credit
      Agreement will be adjusted to reflect the Debtors' current
      projections and to include EBITDA generated from the
      Casino Aztar Evansville operations.

  (c) The DIP Lenders changed the requirement to deliver
      compliance certificates from quarterly to monthly.

  (d) The DIP Lenders changed the requirement to deliver updated
      cash flow forecasts from weekly to every other week.

  (e) The DIP Lenders gave the Debtors until July 21, 2009, or a
      later date as determined by the requisite Lenders, to get
      gaming authority approval for the Casino Aztar Evansville.

  (f) The Debtors must obtain the prior written consent of the
      holders of greater than 66-2/3% of all loans outstanding
      and commitments at that time in order to dispose, or seek
      to dispose, of Casino Aztar Evansville.

  (g) The Debtors agreed to pay an amendment fee of $750,000.

The Debtors believe that the payment of the Amendment Fee, which
was the product of arm's-length negotiations undertaken in good
faith, is justified by their Debtors' business judgment.

A blacklined version of the execution version of the DIP
Amendment against the DIP Amendment originally attached to the
Motion is available at no charge at:

http://bankrupt.com/misc/Tropi_BlacklinedDIPAmendment_030509.pdf

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Exclusivity Periods Extended to July 17
----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware granted Tropicana Entertainment LLC's request for an
extension of the Debtors' exclusive periods to file and solicit
acceptances of a bankruptcy exit plan.  The Debtors' exclusive
period to solicit plan acceptances is extended through and
including the earlier of (i) 10 business days after the entry of
an order either granting or denying confirmation of the Debtors'
Plans, or (ii) July 17, 2009.

Onex Corporation and certain of its affiliates tried to block
approval of the request.  The Onex entities said they had recently
been made aware that the Debtors attempted to e-mail a Plan Term
Sheet on March 4, 2009, to Alex Yemenidjian, an individual
consulting with Onex on this matter.  However, Mr. Yemenidjian's
e-mail server was offline on that day.  Thus, he was not able to
receive the e-mail on that day.

Onex also noted that representatives of the Debtors did not
e-mail the Term Sheet to Onex's counsel or other Onex
representatives, and the Debtors' counsel did not deliver or
mention the Term Sheet to Onex's counsel at the Disclosure
Statement hearing early this month.

The Debtors retorted that they were merely seeking to maintain
exclusivity and avoid the distraction and uncertainty created for
a sufficient time necessary to confirm their plans.  Lee E.
Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, maintained that a confirmation hearing has been set for
April 27, 2009.

Onex's objection is "a tactical maneuver designed not to speed
confirm or emergence, or to present a viable alternative to the
Debtors' proposed LandCo Plan, but instead to gain leverage on a
side issue totally extraneous to the plan process," Mr. Kaufman
said.

"In short, Onex wants a royalty-free license to use a trademark
it does not own and has no continuing right to use after
emergence, and now seeks to gum up the works, to the detriment of
all stakeholders, to get what it wants," Mr. Kaufman said.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Court OKs Changes to Adequate Protection
-----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware granted Tropicana Entertainment LLC's request to modify
the adequate protection provided to lenders of Tropicana Las Vegas
Holdings, LLC, and six debtor affiliates.

From and after March 15, 2009, the LandCo Debtors will not be
required to pay the Adequate Protection Payments and no further
changes to the Final Cash Collateral Order are effected.

The Court's order, however, does not decrease the principal amount
of, or extend the maturity of, any scheduled principal payment
date or date for the payment of any interest on any loan, or waive
or excuse any payment or part of it under the LandCo Credit
Facility loan documents.

The Final Cash Collateral Order will remain in full force and
effect, including with respect to the Debtors' right to use the
Cash Collateral.  All parties reserve and retain their rights.

As reported by the Troubled Company Reporter on March 13, 2009,
the Debtors asked the Bankruptcy Court for authority to modify,
nunc pro tunc to March 15, 2009, the adequate protection granted
to the lenders under or in connection with a credit agreement
dated January 3, 2007, as amended, among Tropicana Las Vegas
Resort and Casino, LLC, Tropicana Las Vegas Holdings, LLC, certain
lenders, and Wells Fargo Bank, N.A., as successor to Credit Suisse
as administrative agent to the LandCo Lenders.

The Debtors argued that they should not be required to pay the
adequate protection payments from and after March 15, 2009.  The
Final Cash Collateral Order dated May 30, 2008, authorized
the Debtors to use the LandCo Lenders' cash collateral subject to
certain adequate protection obligations, including the payment of
certain adequate protection payments, Lee E. Kaufman, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, said.
Accordingly, over the course of their Chapter 11 cases, the
Debtors have continued to make the Adequate Protection Payments
out of the "Segregated Interest Funds" held in a cash account at
Bank of America.  Most recently, the Debtors paid the LandCo
Lenders a February 2009 Adequate Protection Payment of $1,800,000,
which does not include payments on account of the LandCo Agent's
fees, Mr. Kaufman said.

At present, there remains roughly $14,800,000 in the Segregated
Interest Account, and the next Adequate Protection Payment of
approximately $1,500,000 is due March 16, 2009.  This also does
not include the LandCo Agent's Fees, according to Mr. Kaufman.

Since the entry of the Final Cash Collateral Order, it has become
apparent that the value of the LandCo Lenders' Collateral does
not exceed their claims under the LandCo Credit Facility, Mr.
Kaufman pointed out.  Consequently, the LandCo Lenders are
undersecured.  He notes that the LandCo Debtors' plan of
reorganization and related disclosure statement reflect this
reality.

The Debtors said that they are moving expeditiously toward the
plan confirmation process and are hopeful that the LandCo Plan
will become effective by June 30, 2009.  In the interim, however,
relief from the "onerous" Adequate Protection Payments will
assist the LandCo Debtors in avoiding liquidity issues before
that the anticipated plan effective date by preserving a larger
portion of the remaining amounts in the Segregated Interest
Account for their use, if necessary, Mr. Kaufman asserted.

He also said the "precipitous decline" in the United States
economy, and in the gaming industry in particular, has hurt the
Debtors' revenues and impaired their liquidity.  Mr. Kaufman said
the LandCo Debtors' overall cash position is expected to be
reduced by approximately $2,100,000 between March 1, 2009, and
June 30, 2009, as a result of payment of the LandCo Agent's Fees
and capital expenditures.  Continuing the Adequate Protection
Payments is estimated to result in a further $7,400,000 reduction
in the LandCo Debtors' available cash before their anticipated
emergence by the end of June 2009, he said.

Maintaining the current balance of the Segregated Interest Funds
will increase the available assets upon consummation of the
LandCo Plan, Mr. Kaufman said.  On the contrary, he said,
continuing the Adequate Protection Payments will squander
substantial estate resources, particularly in light of the fact
that the LandCo Lenders are not entitled to payments of
postpetition interest and are adequately protected against
diminution in the value of their Collateral.

The Debtors also sought to leave the Final Cash Collateral Order
in place, including continuing the LandCo Lenders' other adequate
protection rights and continuing the Debtors' authority to use the
Cash Collateral.

The steering committee for the LandCo Lenders has been informed
of the Debtors' intention to file their Motion to Modify Adequate
Protection, and has indicated that it does not object to the
relief requested and will not seek payment of the March 16, 2009
Adequate Protection Payment, except if the Court denies the
Debtors' request.  The LandCo Lenders nevertheless reserve their
rights in respect of valuation and adequate protection, subject
to confirmation of a plan for the LandCo Debtors that is to their
satisfaction.  In the event no plan is confirmed, the LandCo
Lenders say they may seek relief inconsistent with the Debtors'
request.

John R. Castellano, a managing director of the Debtors'
restructuring advisors, AlixPartners, LLP, affirmed in a
declaration in support of the Debtors' Motion that "unless the
LandCo Debtors are relieved of the Adequate Protection
[Payments,] the LandCo Debtors' liquidity may be unnecessarily
restrained before the LandCo Plan can be confirmed and become
effective."

Mr. Castellano stated that failure to make the necessary and
prudent expenditures will have a "negative impact on the LandCo
Debtors' assets and will likely prevent the LandCo Debtors from
realizing the increased profitability set forth in the LandCo
Financial Projections, while continuing the capital expenditures
will enhance the LandCo Debtors' ability to remain on course to
maximize the value of their assets under the circumstances."

                   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)


WOLF BLOCK: Closure Affects 300 Lawyers, Mostly Joining Cozen
-------------------------------------------------------------
Gina Passarella at The Legal Intelligencer reports that Wolf Block
LLP's closure would affect 300 lawyers.

Citing sources, The Legal Intelligencer relates that more than a
hundred of Wolf Block attorneys could join Cozen O'Connor, Wolf
Block's former potential merger partner.  According to the report,
real estate partner and executive committee member Robert
Silverman already joined Cozen O'Connor on Wednesday.

The report states that Cozen O'Connor President Thomas A. "Tad"
Decker said that the firm signed deals with several other groups
from Wolf Block, including real estate, trusts and estates and tax
attorneys.  Other lawyers from Wolf Block will work in Cozen
O'Connor on April 6, the report says.  The report states that
these lawyers include:

     -- Robert I. Friedman,
     -- Steven Winters,
     -- Lester Lipschutz,
     -- Edward Glickman,
     -- David R. Glyn,
     -- Leonard Cooper,
     -- Matthew Kamens,
     -- Herman Fala,
     -- Bernard Lee,
     -- Henry Miller,
     -- Jim Williams,
     -- Diana Liu, and
     -- Thomas Witt.

According to The Legal Intelligencer, the remaining attorneys are
associates with Wolf Block.  Mr. Decker said that they are all set
to join in seven to 10 days.

The Legal Intelligencer reports that Tom Gallagher, chairman of
Wolf Block's tax practice, will also join Cozen O'Connor around
the same time as the other groups, and Mr. Decker said that Mr.
Gallagher would probably bring at least two other attorneys with
him.  The report states that Barry Klayman, a partner from Wolf
Block's Wilmington, will also join Cozen O'Connor.

Stradley Ronon Stevens & Young has hired Wolf Block's Richard
Zucker and Gretchen M. Santamour.  Ten 10 Wolf Block attorneys
have joined Drinker Biddle:

     -- Kathleen M. Jennings,
     -- William J. Rhodunda,
     -- Todd C. Schiltz,
     -- Joseph C. Schoell,
     -- Shawn P. Tucker,
     -- Charles M. Oberly,
     -- Jennifer B. Ranji,
     -- Chandra J. Rudloff,
     -- Karen V. Sullivan, and
     -- Daniel Turner Jr.

The Legal Intelligencer states that Wolf Block's Warren Fusfeld
and Melissa Kurtzman joined Littler Mendelson's Philadelphia
office.

Wolf Block LLP is a law firm based in Philadelphia.  It was
founded in 1903.

As reported by the Troubled Company Reporter on March 24, 2009,
Wolf Block LLP decided to dissolve the firm, blaming the economic
recession and the constriction of credit, among other factors.


* DBRS Calls Ontario's 2009 Budget "Walking a Fine Line"
--------------------------------------------------------
Dominion Bond Rating Service says the 2009 budget presented by the
Province of Ontario signals a much more drastic deterioration in
the fiscal and financial outlooks of the Province than DBRS had
anticipated, with large deficits planned for the next four years
and sharp increases in debt to levels unseen since the mid-1990s.
While DBRS recognizes the need for governments to maintain key
services and stimulate economic activity in recessionary times, it
is concerned about the affordability of Ontario's spending plan
and the relatively slow pace of the planned fiscal recovery, which
stands in contrast to plans presented so far by other Canadian
provinces.  This leaves limited room to weather further
deterioration in economic conditions or a slower recovery than
foreseen in the budget.

Faced with a shrinking manufacturing sector and an inflated
spending base due to measures aimed at lessening the impact of the
recession on its economy, the Province is now forecasting deficits
of C$14.1 billion in 2009-10, C$12.2 billion in 2010-11 and C$9.7
billion in 2011-12, with a slow return to balance planned over the
following four fiscal years.  This translates into annual deficits
of C$17 billion to C$21 billion over the three-year period on a
DBRS-adjusted basis (including capital expenditures on a pay-as-
you-go basis rather than as amortized), or approximately 3% to 4%
of GDP, which points to sizeable debt pressure ahead.

Revenues as measured by DBRS are projected to grow by 2.7% in
2009-10.  Tax revenues will be down slightly, although the lost
revenue should be more than offset by increased federal funding
for social programs, infrastructure and training initiatives, as
well as a first-ever equalization payment of C$347 million.
Earnings from government business enterprises are also expected to
contribute to revenue growth.  The budget proposes a major tax
reform that will provide relief to individuals and businesses
estimated at C$15 billion over three years, including cash
payments to individuals and families to ease the transition to a
new harmonized sales tax and a 1% reduction in the first bracket
personal tax rate to 5.05%, as well as sizeable cuts to the
manufacturing and processing, general and small business tax
rates.  The effects of the reform will only start to be felt in
the next fiscal year, however, as most initiatives will become
effective July 1, 2010.

Total DBRS-adjusted expenditures are projected to rise by 15.0% in
2009-10 relative to the prior year's estimates, primarily
reflecting sharply higher capital spending.  In an effort to
stimulate economic activity and create jobs in Ontario, the
Province is proposing to spend a total of C$27.5 billion on
infrastructure initiatives over the next two fiscal years alone.
This compares to an annual average of roughly C$8 billion recorded
in the last four fiscal years, with all sectors showing strong
increases.  Notable increases are also budgeted in most program
envelopes, including growth of 4.5% and 8.1% for health care and
education, respectively.  DBRS notes that the budget does not
include any provision for potential assistance to the beleaguered
auto industry, which is still being negotiated.  However, a
reserve of C$1.2 billion included in each year of the three-year
fiscal outlook, as well as operating and capital contingency funds
totaling C$3.4 billion for 2009-10, help mitigate expense risks.

The budget assumes a contraction in real GDP of -2.5% in 2009,
followed by a rebound of 2.3% in 2010 and 3.3% in 2011. The
assumption for 2009 is consistent with the private sector
consensus, although views vary widely among forecasters, ranging
from -1.2% to -3.3%.  Due to the importance of its manufacturing
sector, especially its auto industry, Ontario has been
particularly hard hit by the downturn.  As of February, the
provincial unemployment rate reached 8.7%, a level not seen since
April 1997, with Ontario leading all provinces with a total of
106,000 jobs lost during the first two months of the year.  As
such, the outlook carries significant downside risk, especially
with respect to the rebound foreseen in 2010.  Based on provincial
estimates, a 1% shortfall in real GDP growth would translate into
a C$725 million revenue loss.

Based on preliminary results, total DBRS-adjusted debt should end
2008-09 up 10.1% year-over-year to C$168.6 billion, or 28.3% of
GDP. While higher than expected at the time of the last rating
review in May 2008, the ratio still compares favorably with that
of most other provinces.  However, repeated deficits will
considerably boost Ontario's already large borrowing needs and
squeeze financial flexibility over the years to come.  Debt is
projected to jump by C$17 billion to C$24 billion per year (8% to
14%) over the next three years, pushing the debt-to-GDP ratio up
as high as 37% by 2012, a level unmatched since the mid-1990s,
when the Province was grappling with serious fiscal problems.
DBRS views such a burden as potentially manageable within the
current AA rating, but notes that the unusually high downside risk
carried in economic and fiscal projections may result in a debt
burden markedly higher than forecasted and potential downward
pressure on the rating.

DBRS says its commentary constitutes a preliminary assessment of
the Ontario budget, and will be followed by a formal in-depth
review of the Province and the publication of a full report on the
credit over the next three to four weeks.


* Gov't to Reveal How Much It Can Further Lend to Auto Industry
---------------------------------------------------------------
David Kiley posted at a BusinessWeek blog on March 26 that
President Barack Obama said that he will be revealing by Tuesday
how much more financial support the U.S. government will extend to
automakers, chiefly General Motors, Chrysler LLC, and the auto
supplier industry.

According to Mr. Kiley, President Obama said in an online town-
hall meeting that he will disclose plans to possibly keep Chrysler
and GM from going into bankruptcy.  Mr. Kiley quoted President
Obama as saying, "What we're expecting is that the automakers are
going to be working with us to restructure. We will provide them
some help."

Additional government aid for the automakers isn't "popular", Mr.
Kiley states, citing President Obama.  Mr. Kiley quoted the
president as saying, "If they're not willing to make the changes
and the restructurings that are necessary, then I'm not willing to
have taxpayer money chase after bad money."


* IVA Could Help Struggling Borrowers Avoid Bankruptcy
------------------------------------------------------
Debt Advisers Direct, responding to new figures from the Ministry
of Justice showing that the number of people seeking bankruptcy
rose by 32% in the final three months of 2008, has said that
people with unmanageable debts said that an Individual Voluntary
Arrangement could help people avoid bankruptcy if other debt
solutions are not appropriate.

An IVA is a legally-binding agreement between a borrower and their
creditors that enables them to avoid bankruptcy by agreeing to pay
off a set percentage of their debts, after which the remaining
debt will be written off.

Before an IVA can go ahead, the borrower must work together with
an Insolvency Practitioner to draw up an IVA proposal, which must
then be approved by creditors accounting for 75% of the total
debt.

The latest 'Company winding up and bankruptcy petition court
statistics' report from the Ministry of Justice showed that 15,358
people applied for bankruptcy through the courts in the final
quarter of 2008, up by 32% compared with the same quarter in 2007,
and a 12% increase on the previous quarter.

A further 4,772 creditors' petitions, in which the lender asks the
courts to declare the borrower bankrupt, were issued between
October and December 2008 -- an increase of 3% on the final
quarter of 2007, but, perhaps more interestingly, a 15% decrease
compared with the previous quarter.  The fall in creditors'
petitions may have been due to government requests for more
leniency from lenders with regards to legal proceedings.
Alternatively, since bankruptcy forces the repossession of the
borrower's home, it could be because falling house prices have
made bankruptcy a less appealing option to lenders than other debt
management arrangements.

A spokesperson for Debt Advisers Direct said, "Bankruptcy is
generally considered the last resort for anyone struggling with
their debts, since it usually leads to the repossession of the
borrowers' home, and can severely limit access to further credit
for a number of years after the bankruptcy.  That said, in some
cases bankruptcy can be the best option for the borrower.
Borrowers are usually discharged from bankruptcy within a year,
and it essentially writes off most or all of the debt, which can
be a huge relief for people who have been struggling with their
debts for a long time."

But the spokesperson added that many people considering bankruptcy
as a way out of debt may be better off with an IVA.

"An IVA can avoid many of the downsides of bankruptcy.  In
particular, the borrower will not lose their home with an IVA, and
there are fewer employment restrictions compared with bankruptcy.
However, anyone considering an IVA should be aware that it is a
big commitment that usually lasts five years - so the borrower
must ensure that they can meet the requirements for the full
period," the spokesperson said.

Although an IVA does not force the repossession of the borrower's
home, homeowners with an IVA may be required to remortgage to
release some of the equity in the 54th month (half way through the
final year) of the IVA.

On successful completion of the IVA, the remaining debt is written
off.

The Debt Advisers Direct spokesperson said that while IVAs are a
valid way for people to get out of debt, borrowers should consider
whether other debt solutions like a debt consolidation loan or a
debt management plan, could be more suitable for their
circumstances.


* Wolf Block Partners' Zucker & Santamour Join Stradley Ronon
-------------------------------------------------------------
Stradley Ronon Stevens & Young, LLP, has added former Wolf Block
LLP partners Richard M. Zucker, who served as chair of Wolf
Block's financial services department and head of that
department's commercial lending practice group, and Gretchen M.
Santamour, who was the firm's bankruptcy and creditor's rights
practice group chair.  Mr. Zucker will join Stradley Ronon's
finance & restructuring practice group, and Ms. Santamour will be
a member of the firm's bankruptcy, workouts & creditors' rights
group.

"We are extremely fortunate to have attracted two preeminent
practitioners from Wolf Block," said Stradley Ronon Chairman
William R. Sasso.  "With their deep, extensive experience in the
financial services industry, they will make an immediate impact in
serving our sophisticated client base."

Based in Stradley Ronon's Philadelphia office, Mr. Zucker
represents banks, commercial finance companies, private investment
groups, mezzanine funds, second lien funds and various other non-
bank lenders in all aspects of commercial lending.  Also located
in the firm's Philadelphia office, Ms. Santamour concentrates her
practice in the areas of bankruptcy law, loan workouts and
documentation, and is regularly involved in bankruptcy and non-
bankruptcy forums representing financial institutions, landlords,
trade creditors, other creditors and debtors.

"Rich and Gretchen have outstanding reputations in structured
finance, commercial lending and workouts and bankruptcy," said
Gary Scharmett, Stradley Ronon finance & restructuring practice
group co-chair.  "Their broad-based experience will expand the
services and capabilities of our group, and I know our clients
will enjoy working with them."

Mr. Zucker and Ms. Santamour joined Wolf Block from Lesser &
Kaplan about 13 years ago and have practiced together for more
than 20 years.  Mr. Zucker received his law degree from Widener
University and his B.S. from Arizona State University.  Ms.
Santamour received her law degree from the College of William and
Mary and her B.A., cum laude, from Villanova University.

Comprised of 22 lawyers, Stradley Ronon's finance & restructuring
group represents lenders in all matters relating to commercial
finance transactions, loan documentation, restructurings, workouts
and bankruptcy, and the enforcement of creditors' rights and
remedies.  The firm's bankruptcy, workouts & creditors' rights
practice group has vast experience in workout and bankruptcy
matters, and has handled matters ranging from simply resetting or
modifying the terms and conditions of loan documents, to
completely reorganizing or refinancing a loan.


* BOND PRICING -- For Week From March 23 to 27, 2009
----------------------------------------------------

  Company              Coupon     Maturity  Bid Price
  -------              ------     --------  ---------
155 E TROPICANA         8.75%     4/1/2012      36.38
ABITIBI-CONS FIN       7.875%     8/1/2009      25.00
ACCO Brands Corp       7.625%    8/15/2015      24.10
ACE CASH EXPRESS       10.25%    10/1/2014      14.13
ADVANTA CAP TR          8.99%   12/17/2026       9.50
AHERN RENTALS           9.25%    8/15/2013      34.00
ALABAMA POWER            5.5%    10/1/2042      70.00
ALERIS INTL INC            9%   12/15/2014       0.60
ALERIS INTL INC           10%   12/15/2016       0.80
ALION SCIENCE          10.25%     2/1/2015      20.00
ALLBRITTON COMM         7.75%   12/15/2012      38.50
ALLIED CAP CORP            6%     4/1/2012      16.50
ALLIED CAP CORP        6.625%    7/15/2011      25.00
AMER AXLE & MFG         5.25%    2/11/2014      25.84
AMER AXLE & MFG        7.875%     3/1/2017      22.50
AMER CAP STRATEG         8.6%     8/1/2012      46.38
AMER GENL CORP           7.5%    8/11/2010      72.90
AMER GENL FIN              3%    7/15/2009      84.61
AMER GENL FIN           3.05%    6/15/2010      35.00
AMER GENL FIN            3.1%    6/15/2009      73.60
AMER GENL FIN            3.1%    7/15/2009      76.80
AMER GENL FIN            3.3%    7/15/2009      87.23
AMER GENL FIN            3.3%   11/15/2009      74.10
AMER GENL FIN            3.3%    6/15/2010      39.00
AMER GENL FIN           3.35%    5/15/2009      82.00
AMER GENL FIN            3.4%   10/15/2009      79.33
AMER GENL FIN           3.45%    4/15/2010      40.00
AMER GENL FIN            3.6%    4/15/2009      97.83
AMER GENL FIN            3.8%    4/15/2009      90.00
AMER GENL FIN           3.85%    9/15/2009      91.85
AMER GENL FIN          3.875%    10/1/2009      69.00
AMER GENL FIN          3.875%   10/15/2009      66.49
AMER GENL FIN          3.875%   11/15/2009      71.00
AMER GENL FIN            3.9%    9/15/2009      77.09
AMER GENL FIN            3.9%    4/15/2010      55.92
AMER GENL FIN            3.9%    4/15/2011      24.00
AMER GENL FIN              4%    6/15/2009      88.87
AMER GENL FIN              4%    8/15/2009      80.81
AMER GENL FIN              4%    9/15/2009      60.00
AMER GENL FIN              4%   11/15/2009      30.00
AMER GENL FIN              4%   11/15/2009      64.00
AMER GENL FIN              4%   11/15/2009      70.01
AMER GENL FIN              4%   12/15/2009      65.33
AMER GENL FIN              4%   12/15/2009      50.00
AMER GENL FIN              4%   12/15/2009      67.05
AMER GENL FIN              4%    3/15/2011      40.35
AMER GENL FIN              4%    4/15/2012      15.97
AMER GENL FIN           4.05%    5/15/2010      30.00
AMER GENL FIN            4.1%    1/15/2010      51.78
AMER GENL FIN            4.1%    5/15/2010      23.00
AMER GENL FIN            4.1%    1/15/2011      35.05
AMER GENL FIN            4.1%    7/15/2012      20.00
AMER GENL FIN          4.125%    1/15/2010      63.77
AMER GENL FIN           4.15%   11/15/2010      39.25
AMER GENL FIN           4.15%   12/15/2010      38.40
AMER GENL FIN           4.15%    1/15/2011      41.85
AMER GENL FIN            4.2%    8/15/2009      34.25
AMER GENL FIN            4.2%   10/15/2009      70.00
AMER GENL FIN            4.2%   11/15/2009      62.52
AMER GENL FIN            4.2%   10/15/2010      39.40
AMER GENL FIN           4.25%   11/15/2009      62.52
AMER GENL FIN           4.25%   10/15/2010      44.38
AMER GENL FIN            4.3%    5/15/2009      81.09
AMER GENL FIN            4.3%    6/15/2009      85.70
AMER GENL FIN            4.3%    9/15/2009      55.00
AMER GENL FIN            4.3%    6/15/2010      18.50
AMER GENL FIN            4.3%    7/15/2010      49.10
AMER GENL FIN            4.3%    9/15/2010      45.37
AMER GENL FIN            4.3%   10/15/2011      32.24
AMER GENL FIN           4.35%    6/15/2009      80.17
AMER GENL FIN           4.35%    6/15/2009      81.00
AMER GENL FIN           4.35%    9/15/2009      77.12
AMER GENL FIN           4.35%    3/15/2010      45.00
AMER GENL FIN            4.4%    5/15/2009      93.33
AMER GENL FIN            4.4%    7/15/2009      60.00
AMER GENL FIN            4.4%   12/15/2010      22.00
AMER GENL FIN            4.4%   12/15/2011      24.00
AMER GENL FIN            4.4%    4/15/2012      25.20
AMER GENL FIN            4.5%    7/15/2009      60.00
AMER GENL FIN            4.5%    9/15/2009      65.00
AMER GENL FIN            4.5%    3/15/2010      58.57
AMER GENL FIN            4.5%    8/15/2010      35.10
AMER GENL FIN            4.5%   11/15/2010      30.00
AMER GENL FIN            4.5%   11/15/2011      40.71
AMER GENL FIN           4.55%   10/15/2009      79.00
AMER GENL FIN            4.6%   11/15/2009      27.00
AMER GENL FIN            4.6%    8/15/2010      32.00
AMER GENL FIN            4.6%    9/15/2010      39.00
AMER GENL FIN            4.6%   10/15/2010      44.29
AMER GENL FIN            4.6%    1/15/2012      65.47
AMER GENL FIN          4.625%    5/15/2009      94.63
AMER GENL FIN          4.625%     9/1/2010      44.00
AMER GENL FIN          4.625%    3/15/2012      49.00
AMER GENL FIN          4.625%   10/15/2012      26.00
AMER GENL FIN           4.65%    8/15/2010      39.00
AMER GENL FIN            4.7%   12/15/2009      67.15
AMER GENL FIN            4.7%   10/15/2010      43.81
AMER GENL FIN           4.75%    6/15/2010      30.00
AMER GENL FIN           4.75%    8/15/2010      35.00
AMER GENL FIN           4.75%    5/15/2011      40.68
AMER GENL FIN           4.75%   11/15/2012      25.00
AMER GENL FIN            4.8%    8/15/2009      81.03
AMER GENL FIN            4.8%    9/15/2011      28.10
AMER GENL FIN           4.85%   10/15/2009      73.99
AMER GENL FIN           4.85%   12/15/2009      77.99
AMER GENL FIN          4.875%    5/15/2010      50.00
AMER GENL FIN          4.875%    6/15/2010      68.63
AMER GENL FIN            4.9%   12/15/2009      44.78
AMER GENL FIN            4.9%    3/15/2011      41.43
AMER GENL FIN            4.9%    3/15/2012      40.05
AMER GENL FIN           4.95%   11/15/2010      25.75
AMER GENL FIN              5%    9/15/2009      86.25
AMER GENL FIN              5%    1/15/2010      34.00
AMER GENL FIN              5%    6/15/2010      78.84
AMER GENL FIN              5%    9/15/2010      35.00
AMER GENL FIN              5%   10/15/2010      35.00
AMER GENL FIN              5%   11/15/2010      42.65
AMER GENL FIN              5%   12/15/2010      35.00
AMER GENL FIN              5%   12/15/2010      50.88
AMER GENL FIN              5%   12/15/2010      35.00
AMER GENL FIN              5%    1/15/2011      16.46
AMER GENL FIN              5%    1/15/2011      51.70
AMER GENL FIN              5%    3/15/2011      20.10
AMER GENL FIN              5%    6/15/2011      39.35
AMER GENL FIN              5%   10/15/2011      24.26
AMER GENL FIN              5%   12/15/2011      40.61
AMER GENL FIN              5%    3/15/2012      40.36
AMER GENL FIN              5%    8/15/2012      22.00
AMER GENL FIN              5%    9/15/2012      22.00
AMER GENL FIN            5.1%    6/15/2009      92.93
AMER GENL FIN            5.1%    9/15/2009      57.03
AMER GENL FIN            5.1%    9/15/2010      46.09
AMER GENL FIN            5.1%    3/15/2011      54.97
AMER GENL FIN            5.1%    1/15/2012      40.87
AMER GENL FIN           5.15%    6/15/2009      97.50
AMER GENL FIN           5.15%    9/15/2009      77.67
AMER GENL FIN            5.2%    6/15/2010      45.00
AMER GENL FIN            5.2%    5/15/2011      29.26
AMER GENL FIN            5.2%   12/15/2011      40.00
AMER GENL FIN            5.2%    5/15/2012      33.50
AMER GENL FIN           5.25%    6/15/2009      89.06
AMER GENL FIN           5.25%    6/15/2009      89.06
AMER GENL FIN           5.25%    7/15/2010      37.70
AMER GENL FIN           5.25%    4/15/2011      41.37
AMER GENL FIN           5.25%    6/15/2011      40.84
AMER GENL FIN           5.25%    9/15/2012      38.28
AMER GENL FIN           5.25%   12/15/2012      59.38
AMER GENL FIN           5.25%   12/15/2012      66.98
AMER GENL FIN            5.3%    6/15/2009      89.22
AMER GENL FIN           5.35%    6/15/2010      45.51
AMER GENL FIN           5.35%    7/15/2010      16.76
AMER GENL FIN           5.35%    9/15/2011      33.83
AMER GENL FIN           5.35%    8/15/2012      38.41
AMER GENL FIN          5.375%     9/1/2009      73.00
AMER GENL FIN            5.4%    6/15/2011      41.01
AMER GENL FIN            5.4%    6/15/2011      41.01
AMER GENL FIN            5.4%    5/15/2013      23.00
AMER GENL FIN           5.45%    9/15/2009      50.05
AMER GENL FIN           5.45%    6/15/2011      40.11
AMER GENL FIN           5.45%   10/15/2011      30.00
AMER GENL FIN            5.5%    6/15/2009      89.09
AMER GENL FIN            5.5%   12/15/2010      40.00
AMER GENL FIN            5.5%    4/15/2011      36.40
AMER GENL FIN            5.5%    6/15/2012      27.00
AMER GENL FIN            5.5%    7/15/2012      23.00
AMER GENL FIN            5.5%    8/15/2012      38.59
AMER GENL FIN            5.5%   12/15/2012      35.08
AMER GENL FIN            5.5%   12/15/2012      25.00
AMER GENL FIN            5.5%    1/15/2013      14.22
AMER GENL FIN            5.5%    1/15/2013      36.92
AMER GENL FIN            5.5%    6/15/2014      24.50
AMER GENL FIN            5.6%    6/15/2011      41.16
AMER GENL FIN          5.625%    8/17/2011      40.64
AMER GENL FIN           5.65%    3/15/2013      15.00
AMER GENL FIN           5.85%    9/15/2012      31.70
AMER GENL FIN            5.9%    9/15/2012      40.00
AMER GENL FIN              6%    7/15/2011      30.16
AMER GENL FIN              6%   10/15/2014      25.26
AMER GENL FIN           6.25%    7/15/2010      79.31
AMER GENL FIN           6.25%    7/15/2011      25.00
AMER GENL FIN           6.25%    7/15/2011      20.00
AMER GENL FIN           6.75%    7/15/2011      40.02
AMER GENL FIN           6.75%    7/15/2013      25.00
AMER GENL FIN           6.75%    7/15/2013      29.00
AMER GENL FIN           7.75%    9/15/2010      47.70
AMER GENL FIN           7.85%    8/15/2010      49.40
AMER GENL FIN            7.9%    9/15/2010      47.81
AMER GENL FIN              8%    8/15/2010      66.80
AMER GENL FIN            8.1%    9/15/2011      43.23
AMER GENL FIN          8.125%    8/15/2009      78.73
AMER GENL FIN           8.15%    8/15/2011      55.00
AMER GENL FIN            8.2%    9/15/2011      43.30
AMER GENL FIN          8.375%    8/15/2011      42.76
AMER GENL FIN           8.45%   10/15/2009      78.00
AMER GENL FIN           8.85%    9/15/2013      40.48
AMER GENL FIN              9%    9/15/2013      40.67
AMER INTL GROUP        4.875%    3/15/2067       9.99
AMER INTL GROUP        5.375%   10/18/2011      55.00
AMER INTL GROUP         6.25%    3/15/2037       7.00
AMER MEDIA OPER        8.875%    1/15/2011      36.00
AMERICAN TIRE          10.75%     4/1/2013      15.50
AMR CORP                10.4%    3/15/2011      52.00
AMR CORP               10.42%    3/15/2011      46.00
AMR CORP               10.45%    3/10/2011      52.00
ANTHRACITE CAP         11.75%     9/1/2027       9.00
APPLETON PAPERS         9.75%    6/15/2014      18.00
ARCO CHEMICAL CO         9.8%     2/1/2020      10.00
ARCO CHEMICAL CO       10.25%    11/1/2010      10.00
ARVINMERITOR           8.125%    9/15/2015      31.00
ARVINMERITOR            8.75%     3/1/2012      38.96
ASARCO INC             7.875%    4/15/2013      23.50
ASHTON WOODS USA         9.5%    10/1/2015      19.50
AT HOME CORP          0.5246%   12/28/2018       0.06
ATHEROGENICS INC         1.5%     2/1/2012      11.00
ATLANTIC MUTUAL         8.15%    2/15/2028      13.75
AVENTINE RENEW            10%     4/1/2017      12.00
AVIS BUDGET CAR        7.625%    5/15/2014      26.00
AVIS BUDGET CAR         7.75%    5/15/2016      26.00
BANK NEW ENGLAND        8.75%     4/1/1999       7.12
BANK NEW ENGLAND       9.875%    9/15/1999       4.50
BANKUNITED CAP         3.125%     3/1/2034       8.00
BARRINGTON BROAD        10.5%    8/15/2014      20.00
BEAZER HOMES USA       4.625%    6/15/2024      25.00
BEAZER HOMES USA         6.5%   11/15/2013      22.75
BEAZER HOMES USA       6.875%    7/15/2015      23.00
BEAZER HOMES USA       8.125%    6/15/2016      22.00
BEAZER HOMES USA       8.375%    4/15/2012      29.28
BEAZER HOMES USA       8.625%    5/15/2011      32.50
BELL MICROPRODUC        3.75%     3/5/2024      18.00
BELL MICROPRODUC        3.75%     3/5/2024      15.63
BLOCKBUSTER INC            9%     9/1/2012      47.25
BOISE CASCADE CO        7.95%    3/27/2009      97.73
BON-TON DEPT STR       10.25%    3/15/2014      20.50
BORDEN INC             7.875%    2/15/2023      13.00
BORDEN INC             8.375%    4/15/2016       9.00
BORDEN INC               9.2%    3/15/2021       5.00
BOWATER INC              6.5%    6/15/2013      10.00
BOWATER INC            9.375%   12/15/2021      10.25
BOWATER INC              9.5%   10/15/2012       9.00
BRIGHAM EXPLORE        9.625%     5/1/2014      28.38
BRODER BROS CO         11.25%   10/15/2010      15.50
BROOKSTONE CO             12%   10/15/2012      48.50
BUFFALO THUNDER        9.375%   12/15/2014       6.99
BURLINGTON COAT       11.125%    4/15/2014      31.50
C&D TECHNOLOGIES         5.5%   11/15/2026      46.00
CALLON PETROLEUM        9.75%    12/8/2010      31.00
CAPMARK FINL GRP       7.375%    5/10/2012      20.00
CAPMARK FINL GRP         7.8%    5/10/2017      19.00
CARAUSTAR INDS          7.25%     5/1/2010      50.38
CARAUSTAR INDS         7.375%     6/1/2009      50.50
CARDINAL HEALTH          9.5%    4/15/2015      25.00
CCH I LLC               9.92%     4/1/2014       1.00
CCH I LLC                 10%    5/15/2014       1.00
CCH I LLC             11.125%    1/15/2014       3.00
CCH I/CCH I CP            11%    10/1/2015      10.50
CCH I/CCH I CP            11%    10/1/2015      10.55
CELL GENESYS INC       3.125%    11/1/2011      40.00
CELL THERAPEUTIC        5.75%   12/15/2011      14.50
CHAMPION ENTERPR        2.75%    11/1/2037      15.00
CHAMPION ENTERPR       7.625%    5/15/2009      91.00
CHAPARRAL ENERGY         8.5%    12/1/2015      33.00
CHARTER COMM HLD          10%    5/15/2011       1.52
CHARTER COMM HLD      11.125%    1/15/2011       5.06
CHARTER COMM HLD       11.75%    5/15/2011       2.00
CHARTER COMM INC         6.5%    10/1/2027       6.50
CHENIERE ENERGY         2.25%     8/1/2012      25.00
CIRCUS CIRCUS          7.625%    7/15/2013      12.00
CITADEL BROADCAS           4%    2/15/2011      30.00
CLAIRE'S STORES         9.25%     6/1/2015      33.25
CLAIRE'S STORES         10.5%     6/1/2017      27.00
CLEAR CHANNEL           4.25%    5/15/2009      89.47
CLEAR CHANNEL            4.4%    5/15/2011      12.00
CLEAR CHANNEL            4.5%    1/15/2010      40.50
CLEAR CHANNEL            4.9%    5/15/2015      12.00
CLEAR CHANNEL              5%    3/15/2012      15.60
CLEAR CHANNEL            5.5%    9/15/2014      15.50
CLEAR CHANNEL            5.5%   12/15/2016      12.00
CLEAR CHANNEL           5.75%    1/15/2013       9.00
CLEAR CHANNEL           6.25%    3/15/2011      12.00
CLEAR CHANNEL          6.875%    6/15/2018      14.75
CLEAR CHANNEL           7.25%   10/15/2027      10.00
CLEAR CHANNEL           7.65%    9/15/2010      33.00
CLEAR CHANNEL          10.75%     8/1/2016      13.50
CMP SUSQUEHANNA        9.875%    5/15/2014       4.50
COMMERCIAL VEHIC           8%     7/1/2013      22.00
COMPUCREDIT            3.625%    5/30/2025      23.83
CONEXANT SYSTEMS           4%     3/1/2026      20.00
CONSTAR INTL              11%    12/1/2012       4.00
COOPER-STANDARD            7%   12/15/2012      12.00
COOPER-STANDARD        8.375%   12/15/2014      11.00
CREDENCE SYSTEM          3.5%    5/15/2010      39.00
DAYTON SUPERIOR           13%    6/15/2009      64.50
DECODE GENETICS          3.5%    4/15/2011       2.88
DELPHI CORP              6.5%    8/15/2013       3.06
DELPHI CORP             8.25%   10/15/2033       0.01
DELTA PETROLEUM         3.75%     5/1/2037      17.00
DEVELOP DIV RLTY        5.25%    4/15/2011      58.03
DEX MEDIA INC              8%   11/15/2013      13.75
DEX MEDIA WEST           8.5%    8/15/2010      53.00
DEX MEDIA WEST         9.875%    8/15/2013      23.00
DOLE FOODS CO          8.625%     5/1/2009     100.00
DOWNEY FINANCIAL         6.5%     7/1/2014       0.50
DOWNSTREAM DEVEL          12%   10/15/2015      28.00
DUANE READE INC         9.75%     8/1/2011      56.50
DUNE ENERGY INC         10.5%     6/1/2012      19.00
E*TRADE FINL           7.375%    9/15/2013      40.23
E*TRADE FINL               8%    6/15/2011      47.10
ENERGY PARTNERS         9.75%    4/15/2014      24.00
EPIX MEDICAL INC           3%    6/15/2024       9.00
EQUISTAR CHEMICA        7.55%    2/15/2026      10.00
EVERGREEN SOLAR            4%    7/15/2013      29.00
FAIRPOINT COMMUN      13.125%     4/1/2018      26.38
FERRO CORP               6.5%    8/15/2013      35.00
FGIC CORP                  6%    1/15/2034       5.38
FIBERTOWER CORP            9%   11/15/2012      32.00
FINISAR CORP             2.5%   10/15/2010      52.38
FINLAY FINE JWLY       8.375%     6/1/2012       4.96
FIRST DATA CORP          4.7%     8/1/2013      25.00
FIRST DATA CORP        5.625%    11/1/2011      35.00
FLOTEK INDS             5.25%    2/15/2028      27.25
FONTAINEBLEAU LA          11%    6/15/2015       3.25
FORD MOTOR CO            9.5%    9/15/2011      49.00
FORD MOTOR CRED         4.45%    4/20/2009      98.00
FORD MOTOR CRED          4.7%    4/20/2009      94.00
FORD MOTOR CRED          4.9%    5/20/2009      84.59
FORD MOTOR CRED            5%    8/20/2009      86.00
FORD MOTOR CRED            5%    8/20/2009      83.00
FORD MOTOR CRED            5%    1/20/2011      50.53
FORD MOTOR CRED          5.1%    8/20/2009      83.45
FORD MOTOR CRED          5.1%   11/20/2009      80.63
FORD MOTOR CRED          5.1%    2/22/2011      40.00
FORD MOTOR CRED         5.15%   11/20/2009      88.75
FORD MOTOR CRED         5.15%    1/20/2011      37.21
FORD MOTOR CRED          5.2%    3/21/2011      45.00
FORD MOTOR CRED         5.25%   12/21/2009      80.00
FORD MOTOR CRED         5.25%    2/22/2011      42.90
FORD MOTOR CRED         5.25%    3/21/2011      50.42
FORD MOTOR CRED         5.25%    3/21/2011      40.83
FORD MOTOR CRED         5.25%    9/20/2011      51.05
FORD MOTOR CRED          5.3%    3/21/2011      34.00
FORD MOTOR CRED          5.3%    4/20/2011      40.00
FORD MOTOR CRED         5.35%    5/20/2009      86.00
FORD MOTOR CRED         5.35%    2/22/2011      45.00
FORD MOTOR CRED          5.4%    1/20/2011      51.13
FORD MOTOR CRED          5.4%    9/20/2011      31.17
FORD MOTOR CRED          5.4%   10/20/2011      35.50
FORD MOTOR CRED          5.5%    1/20/2010      58.54
FORD MOTOR CRED          5.5%    2/22/2010      64.08
FORD MOTOR CRED          5.5%    2/22/2010      60.16
FORD MOTOR CRED          5.5%    4/20/2011      34.50
FORD MOTOR CRED          5.5%    9/20/2011      37.00
FORD MOTOR CRED          5.5%   10/20/2011      38.75
FORD MOTOR CRED         5.55%    8/22/2011      49.00
FORD MOTOR CRED         5.55%    9/20/2011      44.79
FORD MOTOR CRED          5.6%    4/20/2011      48.00
FORD MOTOR CRED          5.6%    8/22/2011      50.00
FORD MOTOR CRED          5.6%    9/20/2011      31.84
FORD MOTOR CRED          5.6%   11/21/2011      44.34
FORD MOTOR CRED          5.6%   11/21/2011      44.00
FORD MOTOR CRED         5.65%   12/20/2010      49.00
FORD MOTOR CRED         5.65%    7/20/2011      33.00
FORD MOTOR CRED         5.65%   11/21/2011      30.89
FORD MOTOR CRED         5.65%   12/20/2011      44.00
FORD MOTOR CRED         5.65%    1/21/2014      38.17
FORD MOTOR CRED          5.7%    5/20/2011      32.64
FORD MOTOR CRED          5.7%   12/20/2011      45.50
FORD MOTOR CRED          5.7%    1/20/2012      34.50
FORD MOTOR CRED         5.75%    6/21/2010      64.49
FORD MOTOR CRED         5.75%   10/20/2010      70.72
FORD MOTOR CRED         5.75%    8/22/2011      31.62
FORD MOTOR CRED         5.75%   12/20/2011      37.70
FORD MOTOR CRED         5.75%    2/21/2012      44.50
FORD MOTOR CRED         5.75%    2/20/2014      24.00
FORD MOTOR CRED         5.75%    2/20/2014      28.00
FORD MOTOR CRED          5.8%    8/22/2011      49.02
FORD MOTOR CRED         5.85%    6/21/2010      64.16
FORD MOTOR CRED         5.85%    7/20/2010      40.00
FORD MOTOR CRED         5.85%    7/20/2011      42.00
FORD MOTOR CRED         5.85%    1/20/2012      28.00
FORD MOTOR CRED          5.9%    7/20/2011      42.00
FORD MOTOR CRED            6%    2/22/2010      69.50
FORD MOTOR CRED            6%   10/20/2010      50.95
FORD MOTOR CRED            6%   10/20/2010      61.98
FORD MOTOR CRED            6%   12/20/2010      52.46
FORD MOTOR CRED            6%    1/21/2014      27.50
FORD MOTOR CRED            6%    3/20/2014      25.50
FORD MOTOR CRED            6%   11/20/2014      24.20
FORD MOTOR CRED            6%    2/20/2015      36.75
FORD MOTOR CRED         6.05%    7/20/2010      63.61
FORD MOTOR CRED         6.05%    9/20/2010      56.03
FORD MOTOR CRED         6.05%    6/20/2011      45.00
FORD MOTOR CRED         6.05%    3/20/2012      24.35
FORD MOTOR CRED         6.05%    3/20/2014      34.41
FORD MOTOR CRED         6.05%   12/22/2014      21.02
FORD MOTOR CRED          6.1%    6/20/2011      49.51
FORD MOTOR CRED         6.15%    7/20/2010      49.91
FORD MOTOR CRED         6.15%    9/20/2010      46.63
FORD MOTOR CRED         6.15%    5/20/2011      49.42
FORD MOTOR CRED         6.15%   12/22/2014      36.00
FORD MOTOR CRED         6.15%    1/20/2015      24.00
FORD MOTOR CRED          6.2%    5/20/2011      49.00
FORD MOTOR CRED          6.2%    6/20/2011      35.00
FORD MOTOR CRED         6.25%    6/20/2011      43.50
FORD MOTOR CRED         6.25%    6/20/2011      50.50
FORD MOTOR CRED         6.25%    2/21/2012      25.55
FORD MOTOR CRED         6.25%    3/20/2012      30.49
FORD MOTOR CRED         6.25%   12/20/2013      38.50
FORD MOTOR CRED         6.25%    4/21/2014      27.10
FORD MOTOR CRED         6.25%    1/20/2015      25.00
FORD MOTOR CRED         6.25%    3/20/2015      36.00
FORD MOTOR CRED          6.3%    3/22/2010      69.00
FORD MOTOR CRED          6.3%    5/20/2010      64.62
FORD MOTOR CRED          6.3%    5/20/2014      20.33
FORD MOTOR CRED          6.3%    5/20/2014      23.00
FORD MOTOR CRED         6.35%    9/20/2010      53.80
FORD MOTOR CRED          6.4%    8/20/2010      59.02
FORD MOTOR CRED          6.5%    8/20/2010      68.50
FORD MOTOR CRED          6.5%   12/20/2013      26.00
FORD MOTOR CRED          6.5%    3/20/2015      20.75
FORD MOTOR CRED         6.52%    3/10/2013      39.62
FORD MOTOR CRED         6.55%    8/20/2010      50.77
FORD MOTOR CRED         6.55%   12/20/2013      27.00
FORD MOTOR CRED          6.6%    3/20/2012      45.51
FORD MOTOR CRED          6.6%   10/21/2013      33.00
FORD MOTOR CRED         6.65%   10/21/2013      33.00
FORD MOTOR CRED          6.8%    6/20/2014      20.88
FORD MOTOR CRED          6.8%    6/20/2014      25.00
FORD MOTOR CRED         6.95%    4/20/2010      64.44
FORD MOTOR CRED            7%    7/20/2010      68.50
FORD MOTOR CRED         7.15%    8/20/2010      57.52
FORD MOTOR CRED         7.25%    3/22/2010      67.43
FORD MOTOR CRED         7.25%    7/20/2017      36.05
FORD MOTOR CRED          7.3%    4/20/2015      30.00
FORD MOTOR CRED         7.35%    11/7/2011      40.00
FORD MOTOR CRED         7.35%    3/20/2015      28.65
FORD MOTOR CRED         7.35%    9/15/2015      26.21
FORD MOTOR CRED          7.5%    8/20/2010      67.00
FORD MOTOR CRED          7.5%    9/20/2010      52.00
FORD MOTOR CRED         7.55%    9/30/2015      41.25
FORD MOTOR CRED          7.9%    5/18/2015      41.00
FORD MOTOR CRED            8%   12/20/2010      62.00
FREESCALE SEMICO       8.875%   12/15/2014      21.35
FREESCALE SEMICO      10.125%   12/15/2016      20.00
FRONTIER AIRLINE           5%   12/15/2025      15.00
G-I HOLDINGS              10%    2/15/2006       1.60
GENCORP INC             2.25%   11/15/2024      36.79
GENCORP INC                4%    1/16/2024      70.00
GENERAL MOTORS          6.75%     5/1/2028      16.00
GENERAL MOTORS         7.125%    7/15/2013      21.85
GENERAL MOTORS           7.2%    1/15/2011      28.13
GENERAL MOTORS         7.375%    5/23/2048      17.25
GENERAL MOTORS           7.4%     9/1/2025      15.00
GENERAL MOTORS           7.7%    4/15/2016      17.50
GENERAL MOTORS           8.1%    6/15/2024      14.75
GENERAL MOTORS          8.25%    7/15/2023      16.00
GENERAL MOTORS         8.375%    7/15/2033      17.80
GENERAL MOTORS           8.8%     3/1/2021      16.00
GENERAL MOTORS           9.4%    7/15/2021      17.00
GENERAL MOTORS          9.45%    11/1/2011      25.50
GENWORTH FINL           5.65%    6/15/2012      50.90
GENWORTH FINL           6.15%   11/15/2066      13.88
GEORGIA GULF CRP       7.125%   12/15/2013      15.50
GEORGIA GULF CRP         9.5%   10/15/2014      20.00
GEORGIA GULF CRP       10.75%   10/15/2016       9.63
GGP LP                  3.98%    4/15/2027       8.55
GMAC LLC                 4.9%   10/15/2009      76.62
GMAC LLC                 4.9%   10/15/2009      75.18
GMAC LLC                4.95%   10/15/2009      81.00
GMAC LLC                   5%    8/15/2009      85.00
GMAC LLC                   5%    8/15/2009      79.00
GMAC LLC                   5%    9/15/2009      83.25
GMAC LLC                   5%    9/15/2009      78.42
GMAC LLC                   5%    9/15/2009      80.00
GMAC LLC                   5%   10/15/2009      77.25
GMAC LLC                5.05%    7/15/2009      81.50
GMAC LLC                 5.1%    7/15/2009      84.50
GMAC LLC                 5.1%    8/15/2009      82.25
GMAC LLC                 5.1%    9/15/2009      80.00
GMAC LLC                 5.2%   11/15/2009      76.00
GMAC LLC                 5.2%   11/15/2009      79.20
GMAC LLC                5.25%    7/15/2009      87.25
GMAC LLC                5.25%    7/15/2009      87.45
GMAC LLC                5.25%    8/15/2009      81.00
GMAC LLC                5.25%    8/15/2009      83.00
GMAC LLC                5.25%   11/15/2009      72.00
GMAC LLC                5.25%   11/15/2009      76.00
GMAC LLC                5.25%    1/15/2014      23.00
GMAC LLC                 5.3%    1/15/2010      66.00
GMAC LLC                5.35%   11/15/2009      73.74
GMAC LLC                5.35%   12/15/2009      71.87
GMAC LLC                5.35%   12/15/2009      71.50
GMAC LLC                5.35%    1/15/2014      20.00
GMAC LLC                 5.4%   12/15/2009      73.00
GMAC LLC                 5.4%   12/15/2009      71.88
GMAC LLC                 5.5%    1/15/2010      68.00
GMAC LLC               5.625%    5/15/2009      95.23
GMAC LLC                 5.7%    6/15/2013      26.39
GMAC LLC                 5.7%   10/15/2013      28.71
GMAC LLC                 5.7%   12/15/2013      28.00
GMAC LLC                5.75%    1/15/2010      64.59
GMAC LLC                5.75%    5/21/2010      61.63
GMAC LLC                5.75%    1/15/2014      22.99
GMAC LLC                5.85%    2/15/2010      66.50
GMAC LLC                5.85%    5/15/2013      31.00
GMAC LLC                5.85%    6/15/2013      29.23
GMAC LLC                5.85%    6/15/2013      26.27
GMAC LLC                 5.9%   12/15/2013      24.00
GMAC LLC                 5.9%   12/15/2013      24.50
GMAC LLC                   6%    1/15/2010      63.50
GMAC LLC                   6%    2/15/2010      57.25
GMAC LLC                   6%    2/15/2010      72.07
GMAC LLC                   6%    7/15/2013      25.05
GMAC LLC                   6%   11/15/2013      28.05
GMAC LLC                   6%   12/15/2013      26.33
GMAC LLC                   6%    9/15/2019      23.00
GMAC LLC                6.05%    3/15/2010      60.00
GMAC LLC                6.05%    8/15/2019      29.12
GMAC LLC                6.05%   10/15/2019      25.00
GMAC LLC                 6.1%   11/15/2013      31.28
GMAC LLC                 6.1%    9/15/2019      29.00
GMAC LLC               6.125%   10/15/2019      27.00
GMAC LLC                6.15%    3/15/2010      69.00
GMAC LLC                6.15%    9/15/2013      26.66
GMAC LLC                6.15%   11/15/2013      27.00
GMAC LLC                6.15%   12/15/2013      25.44
GMAC LLC                6.15%    8/15/2019      24.00
GMAC LLC                6.15%    9/15/2019      22.05
GMAC LLC                6.15%   10/15/2019      29.25
GMAC LLC                 6.2%   11/15/2013      27.99
GMAC LLC                6.25%    3/15/2013      24.06
GMAC LLC                6.25%    7/15/2013      23.38
GMAC LLC                6.25%   10/15/2013      31.50
GMAC LLC                6.25%   11/15/2013      18.61
GMAC LLC                6.25%    7/15/2019      25.00
GMAC LLC                 6.3%    3/15/2013      25.00
GMAC LLC                 6.3%   10/15/2013      32.00
GMAC LLC                 6.3%   11/15/2013      30.95
GMAC LLC                 6.3%    8/15/2019      26.50
GMAC LLC                6.35%    5/15/2013      29.25
GMAC LLC                6.35%    7/15/2019      29.00
GMAC LLC                6.35%    7/15/2019      25.00
GMAC LLC               6.375%    6/15/2010      51.51
GMAC LLC               6.375%    1/15/2014      23.00
GMAC LLC                 6.4%    3/15/2013      28.00
GMAC LLC                 6.4%   11/15/2019      21.30
GMAC LLC                6.45%    2/15/2013      25.00
GMAC LLC                 6.5%   10/15/2009      80.94
GMAC LLC                 6.5%    3/15/2010      60.00
GMAC LLC                 6.5%    5/15/2012      43.21
GMAC LLC                 6.5%    7/15/2012      36.21
GMAC LLC                 6.5%    2/15/2013      21.98
GMAC LLC                 6.5%    3/15/2013      30.00
GMAC LLC                 6.5%    4/15/2013      30.99
GMAC LLC                 6.5%    5/15/2013      32.22
GMAC LLC                 6.5%    6/15/2013      34.52
GMAC LLC                 6.5%    8/15/2013      18.89
GMAC LLC                 6.5%   11/15/2013      30.03
GMAC LLC                6.55%   12/15/2019      28.50
GMAC LLC                6.55%   12/15/2019      19.05
GMAC LLC                 6.6%    6/15/2019      26.50
GMAC LLC                 6.6%    6/15/2019      28.75
GMAC LLC               6.625%   10/15/2011      40.90
GMAC LLC                6.65%    2/15/2013      33.25
GMAC LLC                6.65%   10/15/2018      19.00
GMAC LLC                 6.7%    6/15/2009      76.84
GMAC LLC                 6.7%    7/15/2009      91.06
GMAC LLC                 6.7%    5/15/2014      25.52
GMAC LLC                 6.7%    5/15/2014      29.49
GMAC LLC                 6.7%    6/15/2014      21.00
GMAC LLC                 6.7%   11/15/2018      20.08
GMAC LLC                 6.7%    6/15/2019      22.56
GMAC LLC                 6.7%   12/15/2019      24.35
GMAC LLC                6.75%   11/15/2009      63.50
GMAC LLC                6.75%    9/15/2011      38.17
GMAC LLC                6.75%   10/15/2011      41.00
GMAC LLC                6.75%   10/15/2011      38.00
GMAC LLC                6.75%    7/15/2012      28.90
GMAC LLC                6.75%    9/15/2012      27.88
GMAC LLC                6.75%    9/15/2012      36.00
GMAC LLC                6.75%   10/15/2012      35.35
GMAC LLC                6.75%    4/15/2013      25.00
GMAC LLC                6.75%    4/15/2013      30.58
GMAC LLC                6.75%    6/15/2014      29.71
GMAC LLC                6.75%    9/15/2016      22.00
GMAC LLC                 6.8%    7/15/2009      84.00
GMAC LLC                 6.8%   11/15/2009      68.02
GMAC LLC                 6.8%   12/15/2009      65.50
GMAC LLC                 6.8%    2/15/2013      31.00
GMAC LLC                 6.8%    4/15/2013      32.00
GMAC LLC                6.85%    7/15/2009      81.00
GMAC LLC                6.85%   10/15/2009      67.76
GMAC LLC               6.875%   10/15/2012      30.42
GMAC LLC               6.875%    4/15/2013      24.50
GMAC LLC               6.875%    8/15/2016      24.00
GMAC LLC                 6.9%    6/15/2009      86.05
GMAC LLC                 6.9%   12/15/2009      73.00
GMAC LLC                 6.9%    6/15/2017      26.00
GMAC LLC                6.95%    8/15/2009      57.84
GMAC LLC                6.95%    6/15/2017      23.10
GMAC LLC                   7%    7/15/2009      87.00
GMAC LLC                   7%    8/15/2009      87.79
GMAC LLC                   7%    9/15/2009      64.00
GMAC LLC                   7%    9/15/2009      76.19
GMAC LLC                   7%   10/15/2009      75.50
GMAC LLC                   7%   10/15/2009      74.20
GMAC LLC                   7%   11/15/2009      73.50
GMAC LLC                   7%   11/15/2009      70.50
GMAC LLC                   7%   12/15/2009      66.11
GMAC LLC                   7%   12/15/2009      58.28
GMAC LLC                   7%    1/15/2010      51.55
GMAC LLC                   7%    3/15/2010      71.75
GMAC LLC                   7%   10/15/2011      35.89
GMAC LLC                   7%    9/15/2012      35.25
GMAC LLC                   7%   10/15/2012      32.00
GMAC LLC                   7%   11/15/2012      36.50
GMAC LLC                   7%   12/15/2012      36.18
GMAC LLC                   7%    1/15/2013      33.50
GMAC LLC                   7%    2/15/2018      16.00
GMAC LLC                7.05%   10/15/2009      79.89
GMAC LLC                7.05%    3/15/2018      20.00
GMAC LLC                 7.1%    9/15/2012      34.50
GMAC LLC                 7.1%    1/15/2013      30.66
GMAC LLC                 7.1%    1/15/2013      34.36
GMAC LLC               7.125%    8/15/2009      79.85
GMAC LLC               7.125%    8/15/2012      35.00
GMAC LLC               7.125%   12/15/2012      34.84
GMAC LLC                7.15%    8/15/2009      80.00
GMAC LLC                7.15%    8/15/2010      60.00
GMAC LLC                7.15%   11/15/2012      30.89
GMAC LLC                 7.2%    8/15/2009      89.30
GMAC LLC                7.25%   11/15/2009      74.58
GMAC LLC                7.25%    1/15/2010      57.61
GMAC LLC                7.25%    8/15/2012      37.75
GMAC LLC                7.25%   12/15/2012      33.00
GMAC LLC                7.25%   12/15/2012      34.10
GMAC LLC                7.25%    9/15/2017      28.65
GMAC LLC                 7.5%   10/15/2012      32.65
GMAC LLC                7.55%    8/15/2010      53.00
GMAC LLC               7.625%   11/15/2012      38.75
GMAC LLC                 7.7%    8/15/2010      60.00
GMAC LLC                7.75%   10/15/2012      33.34
GMAC LLC                7.85%    8/15/2010      45.50
GMAC LLC               7.875%   11/15/2012      34.36
GMAC LLC                   8%    6/15/2010      56.00
GMAC LLC                   8%    6/15/2010      62.59
GMAC LLC                   8%    6/15/2010      56.00
GMAC LLC                   8%    7/15/2010      67.79
GMAC LLC                   8%    7/15/2010      52.15
GMAC LLC                   8%    9/15/2010      50.00
GMAC LLC                   8%    9/15/2010      53.00
GMAC LLC                8.05%    4/15/2010      66.50
GMAC LLC               8.125%    9/15/2009      87.86
GMAC LLC                 8.2%    7/15/2010      64.50
GMAC LLC                8.25%    9/15/2012      34.00
GMAC LLC                 8.4%    4/15/2010      66.50
GMAC LLC                 8.4%    8/15/2015      24.57
GMAC LLC                 8.5%    5/15/2010      58.00
GMAC LLC                 8.5%    5/15/2010      68.25
GMAC LLC                 8.5%   10/15/2010      48.50
GMAC LLC                 8.5%   10/15/2010      64.02
GMAC LLC                 8.5%    8/15/2015      26.55
GMAC LLC                8.65%    8/15/2015      27.56
GMAC LLC               8.875%     6/1/2010      57.49
GMAC LLC                   9%    7/15/2020      28.88
GREAT ATLA & PAC       5.125%    6/15/2011      54.00
GREAT LAKES CHEM           7%    7/15/2009      25.50
GREENBRIER COS         2.375%    5/15/2026      20.00
HAIGHTS CROSS OP       11.75%    8/15/2011      38.63
HANNA (MA) CO           6.52%    2/23/2010      42.00
HARRAHS OPER CO        5.375%   12/15/2013      16.00
HARRAHS OPER CO          5.5%     7/1/2010      36.57
HARRAHS OPER CO        5.625%     6/1/2015      14.40
HARRAHS OPER CO         5.75%    10/1/2017      14.88
HARRAHS OPER CO          6.5%     6/1/2016      20.00
HARRAHS OPER CO            8%     2/1/2011      23.83
HARRAHS OPER CO        10.75%     2/1/2016      19.13
HARRAHS OPER CO        10.75%     2/1/2016      18.13
HARRAHS OPER CO        10.75%     2/1/2018      14.00
HARRY & DAVID OP           9%     3/1/2013      20.10
HAWAIIAN TELCOM         9.75%     5/1/2013       4.88
HAWKER BEECHCRAF         8.5%     4/1/2015      25.50
HAWKER BEECHCRAF        9.75%     4/1/2017      19.00
HEADWATERS INC           2.5%     2/1/2014      21.58
HEADWATERS INC         2.875%     6/1/2016      10.00
HERTZ CORP              6.35%    6/15/2010      71.00
HERTZ CORP               7.4%     3/1/2011      56.38
HERTZ CORP             7.625%     6/1/2012      43.67
HEXION US/NOVA          9.75%   11/15/2014      21.25
HILTON HOTELS            7.2%   12/15/2009      87.00
HILTON HOTELS            7.5%   12/15/2017      13.00
HINES NURSERIES        10.25%    10/1/2011      14.50
HOUSEHOLD FIN CO        4.75%    5/15/2009      99.52
HUMAN GENOME            2.25%   10/15/2011      39.50
HUMAN GENOME            2.25%    8/15/2012      34.00
HUTCHINSON TECH         3.25%    1/15/2026      27.00
IDEARC INC                 8%   11/15/2016       3.63
INCYTE CORP              3.5%    2/15/2011      48.00
INCYTE CORP LTD          3.5%    2/15/2011      51.06
INN OF THE MOUNT          12%   11/15/2010       9.00
INNOPHOS HOLDING         9.5%    4/15/2012      43.50
INTCOMEX INC           11.75%    1/15/2011      35.25
INTL LEASE FIN          4.75%     7/1/2009      92.25
INTL LEASE FIN         4.875%     9/1/2010      70.15
INTL LEASE FIN          5.45%    3/24/2011      62.00
ISTAR FINANCIAL        5.125%     4/1/2011      46.25
ISTAR FINANCIAL        5.125%     4/1/2011      40.88
ISTAR FINANCIAL         5.15%     3/1/2012      42.88
ISTAR FINANCIAL        5.375%    4/15/2010      64.50
ISTAR FINANCIAL          5.5%    6/15/2012      33.00
ISTAR FINANCIAL         5.65%    9/15/2011      41.00
ISTAR FINANCIAL          5.7%     3/1/2014      25.00
ISTAR FINANCIAL          5.8%    3/15/2011      49.00
ISTAR FINANCIAL         5.95%   10/15/2013      26.00
ISTAR FINANCIAL            6%   12/15/2010      56.50
ISTAR FINANCIAL          6.5%   12/15/2013      29.00
ISTAR FINANCIAL        8.625%     6/1/2013      31.75
JAZZ TECHNOLOGIE           8%   12/31/2011      22.25
JEFFERSON SMURFI         7.5%     6/1/2013      13.00
JEFFERSON SMURFI        8.25%    10/1/2012      12.56
K HOVNANIAN ENTR        6.25%    1/15/2015      25.00
K HOVNANIAN ENTR       6.375%   12/15/2014      25.00
K HOVNANIAN ENTR         6.5%    1/15/2014      25.00
K HOVNANIAN ENTR         7.5%    5/15/2016      25.80
K HOVNANIAN ENTR        7.75%    5/15/2013      27.07
K HOVNANIAN ENTR           8%     4/1/2012      37.20
K HOVNANIAN ENTR       8.625%    1/15/2017      27.00
K HOVNANIAN ENTR       8.875%     4/1/2012      37.37
KAISER ALUMINUM        12.75%     2/1/2003       6.25
KELLWOOD CO            7.625%   10/15/2017       5.50
KEMET CORP              2.25%   11/15/2026      10.00
KEYSTONE AUTO OP        9.75%    11/1/2013      20.75
KIMHIL-REDM03/09        10.5%   12/15/2012       0.00
KKR FINANCIAL              7%    7/15/2012      28.00
KNIGHT RIDDER          4.625%    11/1/2014      12.00
KNIGHT RIDDER           5.75%     9/1/2017      12.00
KNIGHT RIDDER          6.875%    3/15/2029      12.50
KNIGHT RIDDER          7.125%     6/1/2011      20.84
KNIGHT RIDDER           7.15%    11/1/2027      14.25
KRATON POLYMERS        8.125%    1/15/2014      35.03
LANDAMERICA            3.125%   11/15/2033      15.63
LANDRY'S RESTAUR         9.5%   12/15/2014      97.18
LAZYDAYS RV            11.75%    5/15/2012       4.90
LEAR CORP               5.75%     8/1/2014      27.00
LEAR CORP                8.5%    12/1/2013      26.00
LEAR CORP               8.75%    12/1/2016      24.00
LECROY CORP                4%   10/15/2026      38.75
LEHMAN BROS HLDG         1.5%    3/23/2012       9.50
LEHMAN BROS HLDG        3.95%   11/10/2009      12.71
LEHMAN BROS HLDG           4%    4/16/2019       7.16
LEHMAN BROS HLDG        4.25%    1/27/2010      12.35
LEHMAN BROS HLDG       4.375%   11/30/2010      11.00
LEHMAN BROS HLDG         4.5%    7/26/2010      10.02
LEHMAN BROS HLDG         4.7%     3/6/2013       8.80
LEHMAN BROS HLDG         4.8%    3/13/2014      12.00
LEHMAN BROS HLDG         4.8%    6/24/2023       8.50
LEHMAN BROS HLDG           5%    1/14/2011      11.95
LEHMAN BROS HLDG           5%    1/22/2013       6.25
LEHMAN BROS HLDG           5%    2/11/2013       8.32
LEHMAN BROS HLDG           5%    3/27/2013       9.00
LEHMAN BROS HLDG           5%     8/5/2015       6.00
LEHMAN BROS HLDG           5%   12/18/2015       4.10
LEHMAN BROS HLDG           5%    5/28/2023       7.13
LEHMAN BROS HLDG           5%    5/30/2023       7.25
LEHMAN BROS HLDG           5%    6/10/2023       9.00
LEHMAN BROS HLDG           5%    6/17/2023       7.13
LEHMAN BROS HLDG         5.1%    1/28/2013       7.75
LEHMAN BROS HLDG         5.1%    2/15/2020       7.25
LEHMAN BROS HLDG        5.15%     2/4/2015       7.13
LEHMAN BROS HLDG         5.2%    5/13/2020       7.18
LEHMAN BROS HLDG        5.25%     2/6/2012      12.51
LEHMAN BROS HLDG        5.25%    2/11/2015       4.00
LEHMAN BROS HLDG        5.25%     3/8/2020       7.25
LEHMAN BROS HLDG        5.25%    5/20/2023       5.50
LEHMAN BROS HLDG        5.35%    2/25/2018       7.00
LEHMAN BROS HLDG        5.35%    3/13/2020       9.00
LEHMAN BROS HLDG        5.35%    6/14/2030       6.00
LEHMAN BROS HLDG       5.375%     5/6/2023       7.06
LEHMAN BROS HLDG         5.4%     3/6/2020       6.00
LEHMAN BROS HLDG         5.4%    3/20/2020       8.50
LEHMAN BROS HLDG         5.4%    3/30/2029       7.13
LEHMAN BROS HLDG         5.4%    6/21/2030       5.00
LEHMAN BROS HLDG        5.45%    3/15/2025       8.67
LEHMAN BROS HLDG        5.45%     4/6/2029       7.00
LEHMAN BROS HLDG        5.45%    2/22/2030       7.25
LEHMAN BROS HLDG        5.45%    7/19/2030       7.13
LEHMAN BROS HLDG        5.45%    9/20/2030       9.00
LEHMAN BROS HLDG         5.5%     4/4/2016      11.00
LEHMAN BROS HLDG         5.5%     2/4/2018       7.26
LEHMAN BROS HLDG         5.5%    2/19/2018       7.25
LEHMAN BROS HLDG         5.5%    11/4/2018       7.06
LEHMAN BROS HLDG         5.5%    2/27/2020       7.50
LEHMAN BROS HLDG         5.5%    3/14/2023       7.25
LEHMAN BROS HLDG         5.5%     4/8/2023       8.50
LEHMAN BROS HLDG         5.5%    4/15/2023       6.40
LEHMAN BROS HLDG         5.5%    4/23/2023       7.25
LEHMAN BROS HLDG         5.5%     8/5/2023       4.95
LEHMAN BROS HLDG         5.5%    10/7/2023       3.90
LEHMAN BROS HLDG         5.5%    1/27/2029       8.00
LEHMAN BROS HLDG         5.5%     2/3/2029       7.13
LEHMAN BROS HLDG         5.5%     8/2/2030       7.90
LEHMAN BROS HLDG        5.55%    2/11/2018       9.00
LEHMAN BROS HLDG        5.55%     3/9/2029       4.15
LEHMAN BROS HLDG        5.55%    1/25/2030       7.25
LEHMAN BROS HLDG        5.55%    9/27/2030       8.00
LEHMAN BROS HLDG        5.55%   12/31/2034       6.00
LEHMAN BROS HLDG         5.6%    1/22/2018       6.00
LEHMAN BROS HLDG         5.6%    2/17/2029       7.50
LEHMAN BROS HLDG         5.6%    2/24/2029       5.00
LEHMAN BROS HLDG         5.6%     3/2/2029       3.70
LEHMAN BROS HLDG         5.6%    2/25/2030       8.50
LEHMAN BROS HLDG         5.6%     5/3/2030       8.00
LEHMAN BROS HLDG       5.625%    1/24/2013      14.25
LEHMAN BROS HLDG       5.625%    3/15/2030       7.13
LEHMAN BROS HLDG        5.65%   11/23/2029       6.00
LEHMAN BROS HLDG        5.65%    8/16/2030       8.00
LEHMAN BROS HLDG        5.65%   12/31/2034       7.50
LEHMAN BROS HLDG         5.7%    1/28/2018       7.41
LEHMAN BROS HLDG         5.7%    2/10/2029       5.47
LEHMAN BROS HLDG         5.7%    4/13/2029       7.13
LEHMAN BROS HLDG         5.7%     9/7/2029       4.52
LEHMAN BROS HLDG         5.7%   12/14/2029       6.00
LEHMAN BROS HLDG        5.75%    4/25/2011      12.75
LEHMAN BROS HLDG        5.75%    7/18/2011      12.63
LEHMAN BROS HLDG        5.75%    5/17/2013      12.00
LEHMAN BROS HLDG        5.75%     1/3/2017       0.07
LEHMAN BROS HLDG        5.75%    3/27/2023       9.05
LEHMAN BROS HLDG        5.75%    9/16/2023       9.00
LEHMAN BROS HLDG        5.75%   10/15/2023       7.46
LEHMAN BROS HLDG        5.75%   10/21/2023       7.13
LEHMAN BROS HLDG        5.75%   11/12/2023       8.50
LEHMAN BROS HLDG        5.75%   11/25/2023       9.00
LEHMAN BROS HLDG        5.75%   12/16/2028       8.51
LEHMAN BROS HLDG        5.75%   12/23/2028       7.13
LEHMAN BROS HLDG        5.75%    8/24/2029       7.25
LEHMAN BROS HLDG        5.75%    9/14/2029       6.00
LEHMAN BROS HLDG        5.75%   10/12/2029       7.13
LEHMAN BROS HLDG        5.75%    3/29/2030       7.13
LEHMAN BROS HLDG         5.8%     9/3/2020       4.33
LEHMAN BROS HLDG         5.8%   10/25/2030       7.13
LEHMAN BROS HLDG        5.85%    11/8/2030       3.96
LEHMAN BROS HLDG       5.875%   11/15/2017      13.00
LEHMAN BROS HLDG         5.9%     5/4/2029       6.00
LEHMAN BROS HLDG         5.9%     2/7/2031       7.13
LEHMAN BROS HLDG        5.95%   12/20/2030       5.00
LEHMAN BROS HLDG           6%    7/19/2012      12.63
LEHMAN BROS HLDG           6%    1/22/2020       7.25
LEHMAN BROS HLDG           6%    2/12/2020       7.20
LEHMAN BROS HLDG           6%    1/29/2021       3.00
LEHMAN BROS HLDG           6%   10/23/2028       5.00
LEHMAN BROS HLDG           6%   11/18/2028       7.13
LEHMAN BROS HLDG           6%    5/11/2029       8.50
LEHMAN BROS HLDG           6%    7/20/2029       8.50
LEHMAN BROS HLDG           6%    4/30/2034       8.50
LEHMAN BROS HLDG           6%    7/30/2034       7.55
LEHMAN BROS HLDG           6%    2/21/2036       6.00
LEHMAN BROS HLDG           6%    2/24/2036       6.93
LEHMAN BROS HLDG           6%    2/12/2037       7.25
LEHMAN BROS HLDG        6.05%    6/29/2029       1.12
LEHMAN BROS HLDG         6.1%    8/12/2023       7.60
LEHMAN BROS HLDG        6.15%    4/11/2031       7.25
LEHMAN BROS HLDG         6.2%    9/26/2014      13.26
LEHMAN BROS HLDG         6.2%    6/15/2027       7.25
LEHMAN BROS HLDG         6.2%    5/25/2029       7.13
LEHMAN BROS HLDG        6.25%     2/5/2021       4.02
LEHMAN BROS HLDG        6.25%    2/22/2023       6.26
LEHMAN BROS HLDG         6.3%    3/27/2037       8.25
LEHMAN BROS HLDG         6.4%   10/11/2022       7.00
LEHMAN BROS HLDG         6.5%    2/28/2023       8.50
LEHMAN BROS HLDG         6.5%     3/6/2023       8.50
LEHMAN BROS HLDG         6.5%   10/18/2027       6.90
LEHMAN BROS HLDG         6.5%   10/25/2027       6.75
LEHMAN BROS HLDG         6.5%    1/17/2033       7.50
LEHMAN BROS HLDG         6.5%   12/22/2036       6.00
LEHMAN BROS HLDG         6.5%    2/13/2037       8.50
LEHMAN BROS HLDG         6.5%    6/21/2037       7.25
LEHMAN BROS HLDG         6.5%    7/13/2037       8.06
LEHMAN BROS HLDG         6.6%    10/3/2022       8.01
LEHMAN BROS HLDG       6.625%    1/18/2012      13.50
LEHMAN BROS HLDG       6.625%    7/27/2027      12.50
LEHMAN BROS HLDG        6.75%     7/1/2022       6.00
LEHMAN BROS HLDG        6.75%   11/22/2027       9.00
LEHMAN BROS HLDG        6.75%    3/11/2033       8.71
LEHMAN BROS HLDG        6.75%   10/26/2037       5.00
LEHMAN BROS HLDG         6.8%     9/7/2032       6.38
LEHMAN BROS HLDG        6.85%    8/16/2032       8.25
LEHMAN BROS HLDG        6.85%    8/23/2032       7.25
LEHMAN BROS HLDG       6.875%     5/2/2018      14.69
LEHMAN BROS HLDG       6.875%    7/17/2037       0.14
LEHMAN BROS HLDG         6.9%     9/1/2032       5.00
LEHMAN BROS HLDG           7%    5/12/2023       7.50
LEHMAN BROS HLDG           7%    9/27/2027      14.01
LEHMAN BROS HLDG           7%    10/4/2032       8.50
LEHMAN BROS HLDG           7%    7/27/2037       9.10
LEHMAN BROS HLDG           7%    9/28/2037      11.00
LEHMAN BROS HLDG           7%   11/16/2037       9.00
LEHMAN BROS HLDG           7%   12/28/2037       8.09
LEHMAN BROS HLDG           7%    1/31/2038       9.00
LEHMAN BROS HLDG           7%     2/1/2038       7.75
LEHMAN BROS HLDG           7%     2/7/2038      10.13
LEHMAN BROS HLDG           7%     2/8/2038       8.00
LEHMAN BROS HLDG           7%    4/22/2038       7.00
LEHMAN BROS HLDG         7.1%    3/25/2038       4.00
LEHMAN BROS HLDG        7.25%    2/27/2038       6.00
LEHMAN BROS HLDG        7.25%    4/29/2038       9.00
LEHMAN BROS HLDG        7.35%     5/6/2038       9.00
LEHMAN BROS HLDG        7.73%   10/15/2023       9.10
LEHMAN BROS HLDG       7.875%    8/15/2010      13.00
LEHMAN BROS HLDG        8.05%    1/15/2019       8.06
LEHMAN BROS HLDG         8.5%     8/1/2015       5.65
LEHMAN BROS HLDG         8.5%    6/15/2022       8.09
LEHMAN BROS HLDG         8.8%     3/1/2015      12.00
LEHMAN BROS HLDG        8.92%    2/16/2017      10.00
LEHMAN BROS HLDG         9.5%   12/28/2022       6.00
LEHMAN BROS HLDG         9.5%    1/30/2023       4.13
LEHMAN BROS HLDG         9.5%    2/27/2023       9.00
LEHMAN BROS HLDG          10%    3/13/2023       6.00
LEHMAN BROS HLDG      10.375%    5/24/2024       6.16
LEHMAN BROS HLDG          11%   10/25/2017       7.13
LEHMAN BROS HLDG          11%    6/22/2022       7.75
LEHMAN BROS HLDG        11.5%    9/26/2022       6.60
LIFECARE HOLDING        9.25%    8/15/2013      42.00
LITHIA MOTORS          2.875%     5/1/2014      95.25
LOCAL INSIGHT             11%    12/1/2017      21.88
MAGMA DESIGN               2%    5/15/2010      62.50
MAGNA ENTERTAINM        8.55%    6/15/2010      14.05
MAJESTIC STAR            9.5%   10/15/2010      27.25
MAJESTIC STAR           9.75%    1/15/2011       3.00
MANDALAY RESORT        6.375%   12/15/2011      37.50
MANDALAY RESORT          6.5%    7/31/2009      60.75
MANDALAY RESORTS       9.375%    2/15/2010      18.25
MASHANTUCKET PEQ         8.5%   11/15/2015      16.00
MASONITE CORP             11%     4/6/2015       2.50
MERCER INTL INC         9.25%    2/15/2013      29.00
MERISANT CO              9.5%    7/15/2013       4.19
MERIX CORP                 4%    5/15/2013      25.56
METALDYNE CORP            11%    6/15/2012      11.29
MGM MIRAGE                 6%    10/1/2009      52.60
MGM MIRAGE              6.75%     9/1/2012      35.50
MGM MIRAGE              6.75%     4/1/2013      35.00
MGM MIRAGE              6.75%     4/1/2013      27.38
MGM MIRAGE             8.375%     2/1/2011      18.00
MGM MIRAGE               8.5%    9/15/2010      42.00
MILACRON ESCROW         11.5%    5/15/2011      20.50
MILLENNIUM AMER        7.625%   11/15/2026       1.50
MOHEGAN TRIBAL         6.375%    7/15/2009      79.38
MOHEGAN TRIBAL         6.875%    2/15/2015      25.00
MOHEGAN TRIBAL         7.125%    8/15/2014      26.00
MOHEGAN TRIBAL         7.125%    8/15/2014      25.00
MOHEGAN TRIBAL             8%     4/1/2012      35.17
MOHEGAN TRIBAL         8.375%     7/1/2011      40.50
MOMENTIVE PERFOR        9.75%    12/1/2014      30.00
MOMENTIVE PERFOR        11.5%    12/1/2016      18.00
MORRIS PUBLISH             7%     8/1/2013       6.00
MRS FIELDS                10%   10/24/2014      25.00
MTR GAMING GROUP        9.75%     4/1/2010      71.38
NATL FINANCIAL          0.75%     2/1/2012      34.44
NCI BLDG SYSTEMS       2.125%   11/15/2024      58.00
NCO GROUP INC         11.875%   11/15/2014      10.00
NEENAH FOUNDRY           9.5%     1/1/2017      26.50
NEFF CORP                 10%     6/1/2015      34.75
NEIMAN MARCUS         10.375%   10/15/2015      32.75
NELNET INC             5.125%     6/1/2010      64.50
NETWORK COMMUNIC       10.75%    12/1/2013      15.00
NEW PLAN EXCEL           4.5%     2/1/2011      55.25
NEW PLAN EXCEL           7.5%    7/30/2029       9.00
NEW PLAN REALTY         7.65%    11/2/2026      19.00
NEW PLAN REALTY         7.97%    8/14/2026      17.00
NEWARK GROUP INC        9.75%    3/15/2014      15.00
NEWPAGE CORP              10%     5/1/2012      35.50
NEWPAGE CORP              12%     5/1/2013      25.10
NORTEK INC               8.5%     9/1/2014      10.50
NORTEK INC                10%    12/1/2013      40.00
NORTH ATL TRADNG        9.25%     3/1/2012      19.50
NORTHERN TEL CAP       7.875%    6/15/2026      17.25
NTK HOLDINGS INC           0%     3/1/2014       7.50
NUVEEN INVEST              5%    9/15/2010      63.50
NUVEEN INVEST            5.5%    9/15/2015      22.00
NUVEEN INVESTM          10.5%   11/15/2015      25.25
OLD EVANGELINE            13%     3/1/2010      76.88
OUTBOARD MARINE        9.125%    4/15/2017       3.00
PALM HARBOR             3.25%    5/15/2024      24.75
PANOLAM INDUSTRI       10.75%    10/1/2013      10.00
PARK PLACE ENT         7.875%    3/15/2010      39.25
PARK PLACE ENT         8.125%    5/15/2011      27.88
PENHALL INTL              12%     8/1/2014      36.00
PERKINS & MARIE           14%    5/31/2013      41.63
PHH CORP               7.125%     3/1/2013      58.91
PILGRIMS PRIDE          9.25%   11/15/2013      20.25
PLIANT CORP           11.625%    6/15/2009      40.38
PLY GEM INDS               9%    2/15/2012      33.00
POLYONE CORP           8.875%     5/1/2012      45.34
POWERWAVE TECH         1.875%   11/15/2024      24.75
POWERWAVE TECH         3.875%    10/1/2027      17.00
PRIMUS TELECOM          3.75%    9/15/2010       2.63
PRIMUS TELECOM             8%    1/15/2014       7.58
PRIMUS TELECOMM        14.25%    5/20/2011      39.75
QUALITY DISTRIBU           9%   11/15/2010      39.00
QUANTUM CORP           4.375%     8/1/2010      68.75
RADIAN GROUP            7.75%     6/1/2011      41.72
RADIO ONE INC          6.375%    2/15/2013      18.00
RADIO ONE INC          8.875%     7/1/2011      32.00
RAFAELLA APPAREL       11.25%    6/15/2011      14.00
RATHGIBSON INC         11.25%    2/15/2014      18.88
RAYOVAC CORP             8.5%    10/1/2013      11.11
READER'S DIGEST            9%    2/15/2017      10.13
REAL MEX RESTAUR          10%     4/1/2010      75.25
REALOGY CORP            10.5%    4/15/2014      30.00
REALOGY CORP          12.375%    4/15/2015      17.00
REALOGY CORP          12.375%    4/15/2015      17.00
RENTECH INC                4%    4/15/2013      18.70
RESIDENTIAL CAP            8%    2/22/2011      39.00
RESIDENTIAL CAP          8.5%     6/1/2012      16.93
RESIDENTIAL CAP          8.5%    4/17/2013      14.10
RESIDENTIAL CAP        8.375%    6/30/2010      50.25
RESTAURANT CO             10%    10/1/2013      40.38
RH DONNELLEY           6.875%    1/15/2013       7.00
RH DONNELLEY           6.875%    1/15/2013      11.00
RH DONNELLEY           6.875%    1/15/2013       7.00
RH DONNELLEY           8.875%    1/15/2016       8.13
RH DONNELLEY           8.875%   10/15/2017       7.75
RH DONNELLEY INC       11.75%    5/15/2015      15.13
RITE AID CORP          6.875%    8/15/2013      19.00
RITE AID CORP          6.875%   12/15/2028      12.13
RITE AID CORP            7.7%    2/15/2027      15.22
RITE AID CORP          8.125%     5/1/2010      20.00
RITE AID CORP            8.5%    5/15/2015      28.50
RITE AID CORP          8.625%     3/1/2015      22.75
RITE AID CORP          9.375%   12/15/2015      23.25
RITE AID CORP            9.5%    6/15/2017      23.75
RIVER ROCK ENT          9.75%    11/1/2011      53.00
RJ TOWER CORP             12%     6/1/2013       1.00
ROUSE CO LP/TRC         6.75%     5/1/2013      26.38
ROUSE COMPANY          5.375%   11/26/2013      29.00
ROUSE COMPANY            7.2%    9/15/2012      25.00
SABRE HOLDINGS          7.35%     8/1/2011      49.00
SALEM COMM HLDG         7.75%   12/15/2010      36.50
SBARRO INC            10.375%     2/1/2015      33.50
SEQUA CORP             11.75%    12/1/2015      15.38
SIMMONS CO             7.875%    1/15/2014      15.75
SINCLAIR BROAD             3%    5/15/2027      54.00
SINCLAIR BROAD             6%    9/15/2012      28.00
SIRIUS SATELLITE        3.25%   10/15/2011      43.00
SIRIUS SATELLITE       9.625%     8/1/2013      41.00
SIX FLAGS INC            4.5%    5/15/2015       9.00
SIX FLAGS INC          8.875%     2/1/2010      10.50
SIX FLAGS INC          9.625%     6/1/2014      10.00
SIX FLAGS INC           9.75%    4/15/2013      11.00
SMURFIT-STONE              8%    3/15/2017      12.75
SNOQUALMIE             9.125%     2/1/2015      24.75
SONIC AUTOMOTIVE        5.25%     5/7/2009      50.00
SONIC AUTOMOTIVE       8.625%    8/15/2013      27.50
SPACEHAB INC             5.5%   10/15/2010      52.10
SPECTRUM BRANDS         12.5%    10/2/2013      24.75
SPHERIS INC               11%   12/15/2012      36.00
STALLION OILFIEL        9.75%     2/1/2015       7.88
STANDARD MTR            6.75%    7/15/2009      72.75
STANDARD PACIFIC        9.25%    4/15/2012      50.99
STANLEY-MARTIN          9.75%    8/15/2015      31.38
STATION CASINOS            6%     4/1/2012      27.00
STATION CASINOS          6.5%     2/1/2014       3.10
STATION CASINOS        6.625%    3/15/2018       3.00
STATION CASINOS        6.875%     3/1/2016       3.10
STONE CONTAINER        8.375%     7/1/2012      11.96
STRATEGIC HOTEL          3.5%     4/1/2012      35.25
SWIFT TRANS CO          12.5%    5/15/2017      17.38
TEKNI-PLEX INC         12.75%    6/15/2010      73.50
TENNECO AUTOMOT        8.625%   11/15/2014      19.00
TENNECO INC            8.125%   11/15/2015      21.00
TEXTRON FIN CORP         4.6%     5/3/2010      72.71
THORNBURG MTG              8%    5/15/2013       2.00
THORNBURG MTGE            12%    3/31/2015      37.63
TIMES MIRROR CO         6.61%    9/15/2027       2.60
TIMES MIRROR CO         7.25%     3/1/2013       2.00
TIMES MIRROR CO         7.25%   11/15/2096       3.00
TIMES MIRROR CO          7.5%     7/1/2023       3.01
TOUSA INC                7.5%    3/15/2011       1.00
TOUSA INC                  9%     7/1/2010       2.00
TOYS R US              7.625%     8/1/2011      38.32
TOYS R US              7.875%    4/15/2013      31.50
TOYS R US DEL           8.75%     9/1/2021      15.00
TRANS-LUX CORP          8.25%     3/1/2012      25.10
TRANSMERIDIAN EX          12%   12/15/2010       6.50
TRAVELPORT LLC        11.875%     9/1/2016      29.50
TRIBUNE CO             4.875%    8/15/2010       5.00
TRIBUNE CO              5.25%    8/15/2015       4.32
TRIBUNE CO              5.67%    12/8/2008       3.13
TRICO MARINE               3%    1/15/2027      14.00
TRICO MARINE SER         6.5%    5/15/2028      29.00
TRIMAS CORP            9.875%    6/15/2012      46.00
TRONOX WORLDWIDE         9.5%    12/1/2012      13.50
TRUE TEMPER            8.375%    9/15/2011      33.00
TRUMP ENTERTNMNT         8.5%     6/1/2015       7.00
TUBE CITY IMS           9.75%     2/1/2015      15.25
UAL CORP                 4.5%    6/30/2021      36.75
UAL CORP                   5%     2/1/2021      41.75
UNISYS CORP            6.875%    3/15/2010      42.35
UNISYS CORP                8%   10/15/2012      25.00
UNISYS CORP              8.5%   10/15/2015      25.50
UNISYS CORP             12.5%    1/15/2016      23.75
UNITED COMPONENT       9.375%    6/15/2013      39.50
UNIV CITY FL HLD       8.375%     5/1/2010      24.94
US LEASING INTL            6%     9/6/2011      46.00
USFREIGHTWAYS            8.5%    4/15/2010      49.00
VENOCO INC              8.75%   12/15/2011      52.50
VERASUN ENERGY         9.375%     6/1/2017       7.77
VERENIUM CORP            5.5%     4/1/2027      25.50
VERSO PAPER           11.375%     8/1/2016      23.50
VIASYSTEMS INC          10.5%    1/15/2011      65.00
VICORP RESTAURNT        10.5%    4/15/2011       3.00
VISTEON CORP               7%    3/10/2014       8.57
VISTEON CORP           12.25%   12/31/2016       5.25
VITESSE SEMICOND         1.5%    10/1/2024      50.03
VOUGHT AIRCRAFT            8%    7/15/2011      40.75
WASH MUT BANK NV        5.55%    6/16/2010      24.00
WASH MUTUAL INC         8.25%     4/1/2010      56.00
WCI COMMUNITIES            4%     8/5/2023       2.10
WCI COMMUNITIES        6.625%    3/15/2015       2.00
WCI COMMUNITIES        7.875%    10/1/2013       1.00
WILLIAM LYONS            7.5%    2/15/2014      15.00
WILLIAM LYONS          7.625%   12/15/2012      18.00
WILLIAM LYONS          10.75%     4/1/2013      16.00
WIMAR OP LLC/FIN       9.625%   12/15/2014       1.76
XM SATELLITE              10%   12/31/2009      38.00
XM SATELLITE              13%     8/1/2013      46.63

                            *********

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 ***