TCR_Public/090331.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 31, 2009, Vol. 13, No. 89

                            Headlines


ABITIBIBOWATER INC: Bowater Lenders Reduce Loan Commitment
ACTIVE WALLACE: Mulling Sale, Arranges DIP Loan from Merrill Lynch
ALERIS INT'L: Cap de la Madeleine Unit Files Liquidation Case
ALION SCIENCE: Moody's Downgrades Corp. Family Rating to 'Caa2'
ALLIANCE LAUNDRY: Moody's Cuts Corporate Family Rating to 'B2'

AMERICAN INT'L: Delays Payments to Some Real Estate Ventures
AMERICAN LOCKER: Uses New $2-Mil. Loan to Pay F&M Bank Mortgage
ANDERSON HOMES: Can Use Cash Collateral in Interim Until April 15
ARTISTDIRECT INC: Inks Employment Agreement With CEO Villard
ASSOCIATED CUSTOM: Voluntary Chapter 11 Case Summary

ATTORNEYS' TITLE: Surplus Decline Cues Fitch's Junk Rating
AUSTIN HOUSING: Occupancy Decline Prompts Moody's Junk Rating
AXCAN INTERMEDIATE: Moody's Affirms Corp. Family Rating at 'B1'
BAYWOOD INT'L: Issues $325,000 18% Sub Notes to CEO Eric Skae
BELDEN INC: Amendment on Facility Won't Affect S&P's 'BB' Rating

BETHANY ROLLING: Case Summary & 20 Largest Unsecured Creditors
BI-LO LLC: Gets $100-Mil. DIP Loan Commitment from GE Capital
BRENDA TODD: Case Summary & 11 Largest Unsecured Creditors
CACI INTERNATIONAL: Ongoing Lawsuit Won't Move Moody's Ba2 Rating
CALHOUN CBO: Fitch Affirms Ratings on Senior Notes at 'B+'

CALTEX HOLDINGS: Parties Object to Assets Sale, Cite Risks
CARAUSTAR INDUSTRIES: Incurs $9.7MM Charge from Closure of Mill
CHAMPION MOTOR: Case Summary & 20 Largest Unsecured Creditors
CHARTER COMMUNICATIONS: Receives Approval of 'First-Day' Motions
CHARTER COMMUNICATIONS: To Be Delisted By NASDAQ on April 7

CHARTER COMMUNICATIONS: Chapter 11 Filing Cues S&P's 'D' Rating
CHARTER COMMUNICATIONS: Fitch Cuts Issuer Default Rating to 'D'
CHARTER COMMUNICATIONS: Moody's Downgrades Default Rating to 'D'
CHRYSLER LLC: U.S. Gov't Gives 30-Day Deadline for Fiat Deal
CHRYSLER LLC: Gov't Mulls Asset Division & Bankruptcy for Firm

CIENA CORP: S&P Changes Outlook to Negative; Affirms 'B+' Ratings
COLEMAN CABLE: Moody's Downgrades Corporate Family Rating to 'B2'
CRUSADER ENERGY: Case Summary & 40 Largest Unsecured Creditors
CRUSADER ENERGY: Files for Chapter 11 in Dallas, Texas
DANIEL FENEIS: Case Summary & 15 Largest Unsecured Creditors

DEI HOLDINGS: Moody's Withdraws 'B2' Corporate Family Rating
DEVELOPERS DIVERSIFIED: Fitch Cuts Preferred Stock Rating to BB+
DHP HOLDINGS: Court OKs April 14 Auction for Tools & Heating Units
DHP HOLDINGS II: Seeks Okay of Incentive Plan for Key Employees
DILLARD'S INC: Moody's Downgrades Default Rating to 'B3'

DMI INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
DOLLAR GENERAL: Moody's Upgrades Corporate Family Rating to 'B2'
DRIVETIME AUTOMOTIVE: Moody's Downgrades Senior Rating to 'Caa2'
EDRA BLIXSETH: Files for Chapter 11 Bankruptcy
EDRA BLIXSETH: Voluntary Chapter 11 Case Summary

ENERGY XXI: Moody's Downgrades Corporate Family Rating to 'Caa3'
ENTERPRISE PRODUCTS: Fitch Keeps Ratings on Junior Notes at 'BB+'
EXTERRAN HOLDINGS: S&P Retains 'BB+' Ratings on Secured Debt
FANNIE MAE: May Provide Warehouse Funding to Small Mortgage Banks
FELCOR LODGING: S&P Cuts Corporate Credit Rating to 'B-'

FLEXIBLE PACKAGING: Case Summary & 20 Largest Unsecured Creditors
FLEETWOOD ENTERPRISES: To Supply Modular Housing to U.S. Army
FORUM HEALTH: Section 341(a) Meeting Scheduled for May 14
FORUM HEALTH: U.S. Trustee Amends Creditors Committee
FREDDIE MAC: May Help Finance Small Mortgage Banks

FREESCALE SEMICONDUCTOR: Fitch Cuts Issuer Default Rating to 'RD'
FREESCALE SEMICONDUCTOR: Moody's Raises Ratings to 'Caa1/LD'
FREESCALE SEMICONDUCTOR: S&P Cuts Corp. Credit Rating to 'SD'
GAYLORD ENTERTAINMENT: S&P Affirms 'B' Corporate Credit Rating
GINTER PLACE: Involuntary Chapter 11 Case Summary

GENERAL GROWTH: Consent Deadline Expires; Talks with Lenders Go On
GENERAL MOTORS: Gov't Gives 60-Day Deadline for Restructuring Plan
GENERAL MOTORS: Gov't Mulls Asset Division & Bankruptcy for Firm
GHOST TOWN: Bankr. Administrator Picks 3-Member Creditors Panel
GHOST TOWN: Objects to Unsecured Creditors Committee Appointment

GOLDSPRING INC: Jeff Pontius Steps Down as Director
GOTTSCHALKS INC: Shandong Has Bid, May Not Liquidate Assets
GP HOLDINGS: Fitch Affirms 'BB-' Issuer Default Rating
GREENBRIER HOTEL: Court Approves KCC as Claims and Noticing Agent
HARTMANN PROPERTIES: Voluntary Chapter 11 Case Summary

HOST HOTELS: S&P Affirms 'BB-' Corporate Credit Rating
HRP MYRTLE: Seeks Licensing Fee & Royalties From FPI for Park
HRP MYRTLE: Seeks Licensing Fee & Royalties From FPI for Park
INLET RETAIL: Wants Court Approval to Access Cash Collateral
IRVINE SENSORS: 2009 Stockholders' Meeting Today in Costa Mesa

IRVINE SENSORS: Inks Lien Release Pacts as Part of Aprolase Deal
IRVINE SENSORS: Lenders Swap $1MM of Debt for Preferred Shares
IRVINE SENSORS: Sells Patents to Aprolase for $8.5 Million
JOHN DAVID BOGGS: Files for Chapter 11 Bankruptcy Protection
LANDAMERICA ASSESSMENT: Court OKs All Assets Sale to Partner Eng.

LANDAMERICA ASSESSMENT: Schedules Filing Extended to April 16
LANDAMERICA TITLE: Case Summary & 20 Largest Unsecured Creditors
LEARNING CENTER: Moody's Affirms 'Ba2' Rating on $8.5 Mil. Bonds
LITTLE TRAVERSE: Liquidity Concerns Cue S&P's Junk Ratings
LOWER BUCKS: Moody's Affirms 'B3' Ratings on $27 Mil. Bonds

MCJUNKIN RED: S&P Changes Outlook to Negative; Keeps 'B+' Rating
MERISANT WORLDWIDE: Court Sets June 1 as Claims Bar Date
MICHAELS STORES: Weak Performance Cues Moody's Junk Rating
MILACRON INC: U.S. Trustee Forms Five-Member Creditors Committee
MORTON INDUSTRIAL: Court Okays KCC as Claims and Noticing Agent

MSGI SECURITY: Raises $250,000 by Issuing Short-Term Note
M.W. SEWALL: Voluntary Chapter 11 Case Summary
NAT'L DRY CLEANERS: 2 Affiliates File Own Liquidating Plan
NATIONWIDE HEALTH: Moody's Lifts Preferred Shelf Rating from Ba1
NCO GROUP: Moody's Affirms Corporate Family Rating at 'B2'

NEWELL RUBBERMAID: Moody's Affirms 'Ba1' Subordinated Debt Rating
NEXTMEDIA OPERATING: S&P Junks Corporate Credit Rating From 'B-'
NORTEL NETWORKS: Ciena Considering Purchase of Ethernet Unit
NORTEL NETWORKS: Wins Approval to Pay Bonuses to 92 Executives
NOVA BIOFUELS: Case Summary & 28 Largest Unsecured Creditors

NOVADEL PHARMA: Appoints Zodda as Interim CFO to Replace Spicer
NOVASTAR FINANCIAL: Won't Make Dividend Payment Due Today
OCWEN FINANCIAL: Fitch Retains Negative Watch on 'B+' Rating
PEANUT CORP: Federal Wants Ruling on $1M Insurance Distribution
PENHALL INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'B-'

PHOENIX CDO: Fitch Downgrades Ratings on Class B Notes to 'BB'
PLUM CREEK: Moody's Affirms Preferred Shelf Rating at 'Ba2'
POWERMATE CORP: Asks Court to Approve Home Depot Settlement Pact
QIMONDA NA: Parent Continues Talks for Resumption of Operations
QUICKSILVER RESOURCES: Moody's Cuts Corp. Family Rating to 'B1'

QUEBECOR WORLD: Holders Seek to Convert 340,200 Series 5 Shares
REFCO INC.: District Judge Throws Out Lawsuit vs. Mayer Brown
REVLON INC: Better Positioned in 2009, Management Tells Investors
REXNORD LLC: Offer to Exchange Cues S&P's Junk Corporate Rating
RITZ CAMERA: Delaware State Court Grounds Use of Private Jet

RITZ CAMERA: Wins Court Nod to Auction 400 Photo Stores
SCHOLASTIC CORPORATION: Moody's Cuts Corporate Rating to 'Ba2'
SCHOLASTIC CORP: S&P Downgrades Corporate Credit Rating to 'BB-'
SPECIAL DEVICES: Court Sets May 26 as Claims Bar Date
STALLION OILFIELD: Moody's Junks Corporate Family Rating From B3

STAR TRIBUNE: Has $2.4-Mil. Loss for 2-1/2 Months Following Ch. 11
STARWOOD HOTELS: S&P Puts 'BB+' Corp. Credit Rating on WatchNeg.
ST. LOUIS: S&P Junks Rating on County's Revenue Bonds From 'AA+'
SV 261: Wants Schedules Filing Deadline Extended Until April 13
SYNAGRO TECHNOLOGIES: S&P Cuts Corporate Credit Rating to 'CC'

TIMES SQUARE: S&P Puts 'BB+' Rating on Negative CreditWatch
TRIBUNE CO: Sues Warren Beatty Over Rights to Dick Tracy
TRIMAS CORP: S&P Changes Outlook to Negative; Affirms 'B+' Rating
TRW AUTOMOTIVE: Weak Operations Cue Moody's Junk Corporate Rating
TUMBLEWEED INC: Files for Chapter 11 Bankruptcy Protection

TUMBLEWEED INC: Case Summary & 15 Largest Unsecured Creditors
UTSTARCOM INC: Reduces CEO's and Chairman's Base Salary by 20%
VERIFONE INC: S&P Downgrades Corporate Credit Rating to 'B+'
VISTEON CORPORATION: Moody's Cuts Corp. Family Rating to 'Caa3'
VICORP Restaurants: Closes Asset Sale to Fidelity Unit

WEBSTER HOSPITALITY: Involuntary Chapter 11 Case Summary
WILLIAM AUBREY: Case Summary & 17 Largest Unsecured Creditors
WILLOWBROOK-HINSDALE: Case Summary & 20 Largest Unsec. Creditors
WL HOMES: DIP Financing Hearing Adjourned For the Third Time
WOLVERINE TUBE: Moody's Downgrades Default Rating to 'D'

* Homes Sales Increase in February as Prices Fall, Says NAR
* KKR Hires Houlihan Lokey to Reorganize Debts

* Large Companies With Insolvent Balance Sheets


                            *********


ABITIBIBOWATER INC: Bowater Lenders Reduce Loan Commitment
----------------------------------------------------------
AbitibiBowater Inc., Bowater Incorporated, Bowater Newsprint South
LLC, each a wholly-owned subsidiary of AbitibiBowater, and certain
subsidiaries of Bowater and Newsprint South, entered into another
letter agreement on March 24, 2009, to modify Bowater's U.S. and
Canadian credit agreements.

As reported by the Troubled Company Reporter, AbitibiBowater and
its subsidiaries entered into a letter agreement on March 17,
2009, modifying the Credit Agreements to extend the dates for (i)
a reduction of the outstanding overadvance permitted by the Credit
Agreements by roughly $15 million and (ii) a reduction of the
maximum amount of available foreign accounts receivable included
in the borrowing base of each Credit Agreement by $15 million,
with each such reduction to occur on the date that is no later
than March 24, 2009.

In addition to the scheduled reductions on the March 24 Reversion
Date, the Credit Agreements currently provide for:

   (i) a reduction of the aggregate lender commitment amount under
       the Credit Agreements by roughly $82.6 million,

  (ii) a reduction of the maximum amount of available foreign
       accounts receivable included in the borrowing base of each
       Credit Agreement by $25 million, with each reduction to
       occur on March 31, 2009 -- Conversion Date; and

(iii) additional scheduled reductions of the aggregate lender
       commitment amount under the Credit Agreements by roughly
       $15,000,000 on March 31, 2009 -- Additional Scheduled
       Reductions.

The March 24 letter agreement modified the Credit Agreements to,
among other things:

   (i) further extend the Reversion Date to April 3, 2009,

  (ii) extend the Conversion Date from March 31, 2009 to April 29,
       2009,

(iii) extend the date of the Additional Scheduled Reduction from
       March 31, 2009 to the Reversion Date, and

  (iv) reduce the aggregate lender commitment amount under the
       U.S. Credit Agreement to $370,436,241 and the aggregate
       lender commitment amount under the Canadian Credit
       Agreement to $125,874,933 on the earlier of March 31, 2009,
       and the Reversion Date.

All other material terms and conditions of the Credit Agreements
remain in full force and effect.

                     About AbitibiBowater Inc.

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

                           *     *     *

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

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

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

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


ACTIVE WALLACE: Mulling Sale, Arranges DIP Loan from Merrill Lynch
------------------------------------------------------------------
The Active Wallace Group asks the U.S. Bankruptcy Court for the
Central District of California to:

   a) authorize it to enter immediately into a postpetition loan
      amendment with Merrill Lynch Commercial Finance Corp. and,
      on an interim basis pending final hearing on notice to
      creditors, access credit pursuant to the amendment;

   b) approve a stipulation entered in connection with the
      proposed postpetition secured financing;

   c) allow in favor of Merrill Lynch an administrative expense
      claim with priority over any and all administrative
      expense;

   d) authorize it to grant in favor of Merrill Lynch a first
      priority lien on property of the estate that is not
      otherwise subject to a lien;

   e) authorize it to grant in favor of Merrill a junior lien on
      property of the estate, to the extent of the funds advanced
      postpetition; and

   f) authorize use of cash collateral.

On July 25, 2006, the Debtor entered into with Merrill Lynch
Business Financial Services, Inc., among other collateral
documents the:

   i) a WCMA loan and security agreement establishing a line of
      credit not to exceed $3,500,000 with an initial maturity
      date of July 31, 2007, which has since been extended
      multiple times; and

  ii) WCMA reducing revolver loan and security agreement, with an
      initial maximum of $1,500,000 and terminating July 24, 2010.
      These loan and security agreements grant in favor of MLBFS
      a security interest against substantially all of the
      Debtor's assets, senior to any and all liens.  MLBFS
      assigned its interest in its claims against the Debtor to
      MLCFC.  Pursuant to these loan and security agreements, the
      Debtor owes approximately $4.2 million in principal,
      exclusive of interest and other charges.

Merrill Lynch has agreed to provide, postpetition, a line of
credit for the Debtor.  This financing will fund the Debtor's
operations to facilitate its effort to reorganize and position
itself for a potential sale.

                 Salient Terms of the DIP Financing

Amount of DIP Financing:    Amount equal to all disbursements
                            provided for in the budget.

Interest Rate:              Interest will accrue at the rate of
                            LIBOR plus 2.25% per annum will be
                            payable on a monthly basis.

Term Of DIP Financing:      The Lender's agreement to make
                            postpetition financing available to
                            the Debtor and to allow use of cash
                            collateral will continue until the
                            earlier of: (i) conclusion of the
                            final hearing on the motion; (ii)
                            date of all prepetition indebtedness
                            and post petition indebtedness owing
                            to lender is repaid in full; or (iii)
                            April 17, 2009.

Default Interest Rate:      In an event of default, interest on
                            the loan will accrue upon the
                            outstanding principal at the default
                            interest rate equal to the lesser of:
                            (i) the interest rate plus 2% or (ii)
                            highest amount allowed by the law,
                            which will accrue per annum
                            commencing on the initial sate of the
                            event of default.

Priority/Security:          The loan will be afforded
                            administrative priority.  As
                            additional security, the loan will be
                            secured against all assets of the
                            estate.

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

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

                Limited Objection to DIP Financing

FRIT Escondido Promenade, LLC, the landlord of the Debtor's retail
premises located at the Escondido Promenade, Escondido,
California, objects to the Debtor's motion to secure DIP financing
and use of cash collateral.

FRIT Escondido objects:

   i) the purported imposition of a lien on the Debtor's
      leasehold interest to secure the proposed financing,
      notwithstanding prohibitions against the transfer of an
      interest in the Debtor's shopping center lease; and

ii) the failure of the Debtor's initial 13-week cash forecast
    to adequately provide for payment of April 2009, rent,
    contrary to the requirements of the Bankruptcy Code.

FRIT Escondido relates that the Debtor's liquidity needs and the
lender's rights are more than adequately protected by limiting the
lender to a lien on the proceeds of any prospective disposition of
the Debtor's shopping center leases.

                  About The Active Wallace Group

Headquartered in Mira Loma, California, The Active Wallace Group,
doing business as Active Mail-Order, Inc., Active Sweats, Active
Sweats and Surf and Active Ride Shop, is a retailer

The Debtor filed for Chapter 11 protection on March 23, 2009,
(Bankr. Case No.: 09-15370).  Garrick A. Hollander, Esq., and Marc
J. Winthrop, Esq., represent the Debtor in its restructuring
efforts.  The Debtor listed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.


ALERIS INT'L: Cap de la Madeleine Unit Files Liquidation Case
-------------------------------------------------------------
An indirect Canadian subsidiary of Aleris International, Inc.,
filed on Monday a voluntary assignment in bankruptcy pursuant to
the Bankruptcy and Insolvency Act (Canada) to effect an orderly
liquidation of the assets, property and operations of its former
aluminum rolling mill facility located in Cap de la Madeleine,
Quebec.  The Cap de la Madeleine plant ended production in July
2008.  The bankruptcy assignment is being made by Aleris Aluminum
Canada S.E.C./Aleris Aluminum Canada, L.P., and RSM Richter Inc.
has been appointed as trustee.

Since closure of the plant last year, Canada LP has been winding
down its activities in anticipation of permanent closure.  Canada
LP determined that as a result of its circumstances -- including
having significant liabilities without any underlying operations
-- a bankruptcy filing was required.

Aleris's other Canadian subsidiary located in Mississauga,
Ontario, remains in operation, and as a separate legal entity is
not part of the bankruptcy filing.  Aleris' operations in Europe,
Asia, South America, and Mexico are likewise unaffected.  Aleris's
U.S. operations filed for voluntary reorganization under Chapter
11 of the U.S. Bankruptcy Code on February 12, 2009, and are
continuing to operate in the normal course.  No other Aleris units
are analogous to the facility in Cap de la Madeleine or need to
file for liquidation.

                    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)


ALION SCIENCE: Moody's Downgrades Corp. Family Rating to 'Caa2'
---------------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
probability of default ratings of Alion Science and Technology
Corporation to Caa2 from Caa1, and lowered the speculative grade
liquidity rating to SGL-4 from SGL-3.  The outlook remains
negative.

The Caa2 probability of default rating reflects Alion's high
leverage combined with a weak liquidity profile and approaching
financial covenant step-downs.  During the three months ended
December 31, 2008, the Company improved its total backlog level,
continued its improved working capital metrics, and slightly grew
year-over-year revenues.  However, the $50 million revolver
expires in August 2009.  Replacing or extending the revolver may
prove challenging in light of the current capital markets and
Alion's high leverage and weak interest coverage (last twelve
months ended December 31, 2008 debt to EBITDA of 9.8 times and
EBIT to interest of 0.6 times, on a Moody's adjusted basis).

The speculative grade liquidity rating of SGL-4 reflects the weak
liquidity position.  The weakness stems from the August 2009
revolver expiration combined with cash on hand of under
$5 million, a need for committed external liquidity to support
seasonal working capital and other requirements, including
employee stock option plan settlements, and minimal headroom
cushion under financial ratio covenant tests.

The negative outlook reflects the heavy debt load relative to
current earnings, the pending revolver expiration, and limited
near-term cash flow generation capability.

Despite the higher probability of default, expected loss on the
company's senior secured bank debt has not sufficiently changed to
affect its rating.

Debt ratings affirmed:

  -- $50 million senior secured revolver due 8/09 . . . B1 LGD2,
     18%

  -- $240 million senior secured term loan B due 6/13 . . . B1
     LGD2, 18%

Debt ratings downgraded:

  -- $250 million senior unsecured 10.25% notes due 2/15 . . . to
     Caa3 LGD5, 70% from Caa2 LGD5, 70%

Moody's last rating action on Alion occurred October 7, 2008 when
the speculative grade liquidity rating was upgraded to SGL-3 from
SGL-4 and the Caa1 corporate family rating was affirmed.

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management, and naval
architecture and engineering.  Revenues for the twelve months
ended December 31, 2008, were $745 million.


ALLIANCE LAUNDRY: Moody's Cuts Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded Alliance Laundry Systems' LLC
corporate family rating to B2 from B1.  The Company's senior
subordinated notes were also downgraded and the senior secured
debt was affirmed -- refer to the list below.  The rating action
more closely aligns the company's long-term debt ratings with
expected near- to mid-term credit metrics and anticipates
continued weak demand trends within the commercial laundry
equipment sector, slower overall economic conditions, and
volatility of the credit markets.  The outlook is stable.

Moody's believes the Company's operating performance will continue
to be challenged by the economic slowdown and reduced demand.
Moody's also believes lower volumes will likely pressure operating
margins in 2009, reducing free cash flow generation and
maintaining leverage consistent with the current rating level.  In
addition, despite a contribution from its sponsor via a PIK note
in the first quarter of 2009, Moody's still expects the company to
manage a modest cushion under its covenant compliance.

The B2 corporate family rating considers the Company's substantial
financial leverage and reduced financial flexibility going into an
unprecedented economic environment.  Moody's also believes that
the company's financing programs continue to pressure its credit
profile as the company will experience higher funding costs for
both programs in 2009.  If the Company is unable to fund the
financing programs or re-negotiate them by June 27, 2009, Alliance
could experience a significant loss of sales as end-customers will
likely be challenged to obtain other financing sources.
Nonetheless, the ratings reflect the company's leading position in
the North American stand-alone commercial laundry equipment market
serving laundromats, on-premises laundry, and multi-housing
sectors, significant installed equipment base, margin stability,
and free cash flow that has historically demonstrated a low
sensitivity to economic cycles.

Moody's last rating action occurred in November of 2008 when the
outlook was changed to negative from stable.

Ratings downgraded:

  -- Corporate family rating, B2 from B1
  -- Senior subordinated notes due 2013, Caa1 (LGD5, 80%) from B3

Ratings affirmed:

  -- Senior secured revolver due 2011, Ba3 (LGD2, 27%)
  -- Senior secured term loan due 2012, Ba3 (LDG2, 27%)

Alliance Laundry Systems LLC, located in Ripon, Wisconsin, designs
and produces a full line of commercial laundry equipment in North
America and worldwide.


AMERICAN INT'L: Delays Payments to Some Real Estate Ventures
------------------------------------------------------------
Court documents say that American International Group Inc. has cut
or delayed payments to some of its real estate ventures.

According to court documents, AIG may have left shopping centers
and apartment complexes across the U.S. short on cash to pay
lenders and fund repairs and renovations.

Carrick Mollenkamp, Serena Ng, and Liam Pleven at The Wall Street
Journal report that affiliates of one real estate firm, which
collaborated with AIG in a $2 billion acquisition of a low-income
apartment portfolio in 2007, have filed a lawsuit against the
Company for missed and delayed payments.

Developer Mitchell L. Morgan Management Inc.'s affiliates said in
court documents that they were told by AIG's top real estate
executive that "the current Federal Reserve funding arrangement
with AIG does not provide for funding of AIG Global's commitments
to its joint venture partners."

Citing people familiar with the matter, WSJ relates that AIG has
stopped payments to a partnership with an Alabama shopping-center
developer, leaving the developer's bank lenders with potential
losses.  According to the report, about 15 banks could end up with
souring loans.

AIG spokesperson Christina Pretto said that the Company is
negotiating with two real estate companies about the disputes, WSJ
states.  The report quoted Ms. Pretto as saying, "Like other
owners of commercial real estate, AIG [Global Real Estate] is
working with its partners and lenders to resolve the challenges
raised by current economic circumstances, particularly the
difficulty of refinancing maturing debt."

According to court documents, AIG and Mitchell L. Morgan
Management teamed up in 2007, after AIG had missed out on closing
a "mega real estate transaction."  WSJ relates that this was to
close the acquisition of 16,800 apartment units, mainly in New
Jersey and Pennsylvania, from New York's Kushner family.  WSJ
stats that AIG agreed to provide $120 million as part of a four-
year, $127 million renovation plan for new kitchens, appliances,
and bathrooms.

Court documents say that AIG Global Real Estate late last year and
early this year delayed payments, making it difficult for Mitchell
L. Morgan Management to make its own payments.  WSJ states that
late last year, AIG's payments stopped flowing around the time
that the government increased its bailout to $150 billion.  WSJ
relates that AIG covered on November 21, 2008, a September 2008
request for $2.8 million but didn't pay an October 2008 request
for $3.1 million until later.

AIG is in full compliance with its pact with Mitchell L. Morgan
Management and its affiliates, and all funding has been provided,
WSJ states, citing Ms. Pretto.

Kevin Fitzpatrick, president of AIG's real estate venture, told
Mitchell L. Morgan Management that "the current Federal Reserve
funding arrangement with AIG does not provide for funding of AIG
Global's commitments to its joint venture partners," court
documents say.

Mitchell L. Morgan Management said in court documents that if its
partnership with AIG can't pay contractors, it could file liens on
the properties, which would trigger a default with the banks that
provided the partners money to buy the apartments.  AIG believes
that the complaint by the Mitchell L. Morgan Management affiliates
is without merit, WSJ states, citing Ms Pretto.

Ms. Pretto, according to WSJ, said on Friday that Mitchell L.
Morgan Management and AIG agreed to suspend litigation for 60 days
to negotiate a possible settlement.

Citing people familiar with the matter, WSJ relates that AIG opted
in recent months to halt certain payments it had made in the past
as part of AIG Baker, a 16-year partnership with Birmingham
developer Alex Baker.

WSJ notes that AIG's exit created uncertainty about whether
payments would continue to be made on bank loans used to purchase
property and about 15 banks lent about $600 million for property
purchases.  According to the report, AIG has offered a settlement,
but a person familiar with the matter said that that the lenders
were unlikely to accept.

                  IRS Challenges Tax Deal With HP

Court documents say that the Internal Revenue Service is
challenging tax benefits received by Hewlett-Packard Co. from an
offshore transaction it acquired from AIG.  According to court
documents, the IRS is challenging the taxes saved by AIG through a
series of offshore transactions entered into with several banks,
including Credit Agricole SA of France, Bank of Ireland, and Bank
of America Corp.

Court documents state that a transaction sold to Hewlett-Packard
shows that AIG's tax-cutting deals spread beyond the financial
sector.  AIG's tax-structuring operation was bigger than the
credit-default-swaps business that led to the Company's meltdown,
Jesse Drucker at WSJ reports, citing a person familiar with the
matter.

WSJ quoted a Hewlett-Packard spokesperson as saying, "We engage in
many complex corporate transactions that involve complicated tax
issues.  Unfortunately, the IRS is claiming that with regard to
this one particular transaction H-P's tax treatment was incorrect.
We disagree with the IRS's position and are optimistic that we
will prevail in court."

WSJ states that "foreign-tax-credit generators" like the ones AIG
structured for the Company and for Hewlett-Packard effectively
stopped in 2007, as proposed by the IRS.  According to WSJ, the
IRS is now mounting a crackdown on them arguing that they weren't
permitted even before the 2007 proposed regulations forbade them.

The deals, says WSJ, allowed U.S. companies and foreign banks to
effectively claim credit in their home country for a single tax
payment, partly through the use of an offshore AIG subsidiary.
According to the report, the deal with Hewlett-Packard involved
the creation of an offshore entity that AIG and Dutch bank ABN
Amro Holding NV financed.  The report states that the entity
generated foreign tax credits that Hewlett-Packard claimed.  The
IRS is challenging those credits, the report says.

                  About American International

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

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

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

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

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

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

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

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


AMERICAN LOCKER: Uses New $2-Mil. Loan to Pay F&M Bank Mortgage
---------------------------------------------------------------
American Locker Group Incorporated obtained a new $2 million
mortgage loan from F.F.F.C., Inc., on March 20, which was used to
repay the existing mortgage loan with the F&M Bank & Trust Co.

Interest on the loan is 12% per annum and is payable monthly.  The
loan matures on March 20, 2011.

Meanwhile, Yorktown Avenue Capital, LLC, Stephen J. Heyman, and
James F. Adelson disclosed that they own 98,939 shares,
representing 6.3%, of the Company's common stock as of March 9,
2009.  Messrs. Heyman and Adelson are the managers of Yorktown.

                     About American Locker

American Locker Group Incorporated (Pink Sheets: ALGI) --
http://www.americanlocker.com,http://www.canadianlocker.comand
http://www.securitymanufacturing.com-- which is based in
Grapevine, Texas, supplies secure storage lockers under the
American Locker Security Systems and Canadian Locker brands.
American Locker's systems range from coin-operated lockers to RFID
and electronic-controlled distribution systems to employee and
personal lockers.  American Locker is known for its iconic orange
keys and is viewed as the industry standard for secure storage.
Its Security Manufacturing Corporation subsidiary is a leading
provider of commercial mailboxes through a national distribution
network.  Security Manufacturing offers a complete line of U.S.
Postal Service approved mailboxes including horizontal and
vertical apartment mailboxes, plus private mail delivery solutions
for private industry and colleges and universities.


ANDERSON HOMES: Can Use Cash Collateral in Interim Until April 15
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has granted Anderson Homes, Inc., et al., interim
authority to use cash collateral of the "construction lenders"
until April 15, 2009, to pay on-going costs of operating,
insuring, preserving, and protecting the business and property of
the estate.

If a Construction Lender objects to any items paid or provided in
the monthly reports filed by the Debtors, or to a proposed budget,
said creditor may, upon ten (10) notice to the Debtors: (i) seek
an order of the Bankruptcy Court restraining such payments or
usage as not being in conformity with this Order; or (ii) seek an
order terminating further authority to use cash collateral
altogether.

As adequate protection for the use of Cash Collateral, the Debtors
will pay the Construction Lenders interest accruing post-petition
on the outstanding indebtedness monthly in arrears.

At each closing of a Sale Property, the Debtors will apply the
gross sale proceeds to (i) the payment of ordinary and customary
closing costs, seller's concessions as provided in the contract of
sale and, where applicable, the broker's commission, if any (ii)
payment of or reimbursement for any post-petition costs to
complete the improvements on such in-house sales commissions.

The remaining proceeds will be (i) disbursed as adequate
protection payments to the Construction Lenders, provided however,
that if the Construction Lender has advanced more than 75% of the
net sales proceeds to fund the acquisition and development of such
property, the Construction Lender will receive the full amount of
the funds so advanced up to the total amount of the net sale
proceeds.

The remainder of the net sale proceeds will be held in escrow
pending further orders of the Court.  If the net sale proceeds is
insufficient to pay the Construction Lender the full amount of the
funds so advanced, then the sale cannot proceed without the
consent of the Construction Lender.

As further adequate protection, Construction Lenders are granted
continuing security interest in the post-petition collateral to
the extent of the cash collateral used.  To the extent of any
diminution in the post-petition collateral as a result of the use
of the Construction Lenders' cash collateral, the Construction
Lenders are also granted a super-priority administrative expense
claim pursuant to Section 507(b) of the Bankruptcy Code.

A further hearing on the use of cash collateral will be held at
9:30 a.m. on April 15.

As reported in the Troubled Company Reporter on March 20, 2009,
the Construction Lenders holding liens on certain sale properties
and the approximate amounts due to each are:

                                              Amount
                                           ------------
   Bank of America                         $0.25 million
   Capital Bank                            $2.6 million
   KeySource Bank                          $1.1 million
   Paragon Commercial Bank                 $4.3 million
   RBC Centura Ban                         $2.0 million
   Regions Bank                            $4.9 million
   Wachovia Bank                           $4.8 million

In addition, certain secured creditors holding deeds of trust on
certain sale properties are:

   a. James D. Goldston and William Goldston, owed about $568,000;
      and

   b. Stock Building Supply, Inc., owed $1,562,942.

                    About Anderson Homes, Inc.

Headquartered in Raleigh, North Carolina, Anderson Homes, Inc.,
was formed over 25 years ago and has built homes and developed
neighborhoods in the Research triangle region.  In the year 2008,
it built over 300 homes, and has had sales revenue in excess of
$60,000,000.  Its sole shereholder is David Servoss, who is also
the president.

Anderson Homes, Inc. and its debtor-affiliates filed for Chapter
11 protection on March 16, 2009, (Bankr. E.D. N.C. Lead Case No.
09-02062).  Gerald A. Jeutter, Jr., Esq., and John A. Northen,
Esq., at Northen Blue, LLP represent the Debtors in their
restructuring efforts.  The Debtors listed total assets of
$17,190,001 and total debts of $13,742,840.


ARTISTDIRECT INC: Inks Employment Agreement With CEO Villard
------------------------------------------------------------
ARTISTdirect Inc. entered into an Employment Agreement in
connection with Dimitri Villard's employment as chief executive
officer effective March 20.

Mr. Villard had been previously employed as Interim Chief
Executive Officer under the Services Loan-out Agreement dated
March 6, 2009.  The term of the Agreement is three years.

Effective February 1, 2009, Mr. Villard will receive a salary of
$25,000 per month subject to increases as determined by the Board
of Directors, in its sole discretion.  Commencing on the fiscal
year ending December 31, 2009, and for each subsequent fiscal year
thereafter, the new CEO will receive an annual bonus equal to 33%
of the amount by which the Company's EBITDA for the applicable
year exceeds the target set for such year by the Board or the
Board's Compensation Committee.

A full-text copy of the Employment Agreement is available for free
at http://ResearchArchives.com/t/s?3ad9

The Company also granted Mr. Villard options to purchase 3,920,000
shares of the Common Stock of the Company at $0.03 per share
vesting monthly over 36 months commencing February 1, 2009.

                       About ARTISTdirect

Headquartered in Santa Monica, California, ARTISTdirect Inc.
(OTC.BB: ARTD) -- http://artistdirect.com/-- is a digital media
entertainment company that is home to an online music network and,
through its MediaDefender subsidiary, is a provider of anti-piracy
solutions in the Internet-piracy-protection industry.

                          *      *     *

At Sept. 30, 2008, the Company's balance sheet showed total assets
of $9.3 million and total liabilities of $48.3 million, resulting
in a stockholders' deficit of $39.0 million.

For three months ended Sept. 30, 2008, the Company reported net
loss of $9.2 million compared with net loss of $183,000 for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted net loss of $43.9 million compared with
net loss of $134,000 for the same period in the previous year.

At Sept. 30, 2008, the Company had a working capital deficiency of
$41.0 million, because of the classification of senior secured
notes payable and subordinated convertible notes payable as
current liabilities, the accrual of default interest on the
subordinated convertible notes payable of $5.5 million, and
liquidated damages payable under registration rights agreements of
$1.9 million at the date.


ASSOCIATED CUSTOM: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Associated Custom Exhibits, Inc.
        1200 Lebanon Road
        West Mifflin, PA 15122

Bankruptcy Case No.: 09-22084

Chapter 11 Petition Date: March 26, 2009

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Marjorie M. Malkin, Esq.
                  bmmlaw@brzmar.com
                  Brzustowicz & Marotta-Malkin PC
                  4160 Washington Road, Suite 208
                  McMurray, PA 15317
                  Tel: (724) 942-3789
                  Fax: (724) 942-3791

Estimated Assets: unstated

Estimated Debts: unstated

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

The petition was signed by David W. Koerner, president.


ATTORNEYS' TITLE: Surplus Decline Cues Fitch's Junk Rating
----------------------------------------------------------
Fitch Ratings has downgraded the Insurer Financial Strength rating
of Attorneys' Title Insurance Fund, Inc. to 'CCC' from 'BBB'.

The rating action follows The Fund's 82% or $122 million decline
in statutory surplus to $27 million at year-end 2008.  Fitch had
downgraded The Fund last month based on an estimated 50% decline
in statutory surplus.  An underwriting loss of $89 million,
$16 million in realized investment losses and $30 million in
unrealized losses due to an above average allocation to common
stocks in The Fund's investment portfolio all contributed to the
decrease in surplus.

Future rating actions depend on The Fund's ability to access
additional capital.  The Fund is owned by a business trust that in
turn is owned by attorneys who serve as agents for the company.
Consequently, this ownership structure adds a layer of complexity
as The Fund attempts to access outside capital.

The Fund's Risk-Adjusted Capital ratio fell to 46% at year-end
2008 from 218% at year-end 2007 and no longer fit the profile for
the previous rating category.  The Fund's capital adequacy was a
key component of its financial strength ratings in light of its
more limited geographic scope.

Other factors contributing to the rating action included poor
operating performance and adverse reserve development.  Net
written premium at The Fund fell 42% for the full year 2008 to
$200 million, while the company reported a net operating loss of
$84 million in 2008.  The severity of the operating loss reflects
higher than expected losses for policy years 2004 through 2007 as
well as significant defalcation activity.  In addition, the fact
that The Fund was slow cutting operating expenses during the
current downturn also pressured results during 2008.

Attorneys' Title Insurance Fund, Inc.

  -- IFS downgraded to 'CCC' from 'BBB'.


AUSTIN HOUSING: Occupancy Decline Prompts Moody's Junk Rating
-------------------------------------------------------------
Moody's Investors Service has downgraded to Caa1 from B3 the
rating on Austin Housing Finance Corporation Multifamily Housing
Revenue Bonds (Rutland Place Apartments Project), Series 1998 A,
of which approximately $11.6 million of debt remains outstanding.
The downgrade is based upon Moody's review of un-audited, 12-month
operating statement ending December 2008 that shows that debt
service coverage has deteriorated due to a significant decline in
occupancy.  Current physical occupancy declined to mid 60s,
largely due to fire in one of the apartment buildings in early
2008 which affected 16 units.  Returning to historical occupancy
levels has been a challenge.

The project is a 294-unit multifamily housing development located
in North Central Austin submarket, and is comprised of 16 garden
style apartment buildings (known as Rutland Place I) and 15 other
apartment buildings (known as Rutland Place II).  Phase I of the
project was built in 1979 and Phase II was built in 1985.

Legal Security: The bonds are limited obligations payable solely
from the revenues, receipts and security from the project.

                            Strengths

* The gross revenue from the property is deposited into a revenue
  fund with the trustee and is used first to pay debt service,
  fees and insurance expense then to operating expenses

* The 2009 budget doesn't project having to use funds from the
  debt service reserve which as of December 31, 2008 stands at
  $108,204 compared to $107,504 in 2007

* According to management, all the major repairs to the fire
  building are complete and the units are being leased and
  occupied

* The owner has been contributing funds to cover operating
  deficits and expects the property to return to a stabilized
  operating level that it has historically experienced

* Occupancy in the submarket is forecasted to remain stable while
  rent is forecasted to grow

* There has been no default to-date

* The owner used its own funds to cover some of the operating
  shortfalls but it's uncertain if this could be sustained for a
  continued period of time

                            Challenges

* Very thin debt service coverage level of 0.65 times based on
un-audited 12-month operating statement ending December 31,
2008

* Occupancy has declined from an average 84% since Moody's last
rating update to mid 60s and return to prior occupancy levels
has been a challenge

* Poor performance of the property resulted in property
  management change

* The property has generated negative cash flow in second half of
  2008 though management anticipates to arrive to positive cash
  flow in 2009

* Debt Service Reserve Fund has declined to $108,204, or 12% of
total requirement, as of December 31, 2008, compared to
$107,504 in 2007

* Replacement and Repair Fund remains unfunded

* The property is subject to rental housing restrictions such as
  income limitations restricting the pool of potential tenants as
  well as owner's ability to maximize rental income

* There is a significant number of competing properties in the
  area

The last rating action was on April 1, 2008 when Moody's affirmed
the B3 rating and the negative outlook on the bonds.

                             Outlook

The negative outlook has been affirmed due to the length of time
it will take to replenish Debt Service Reserve Fund and the
Replacement and Repair Fund, both currently well below levels
required pursuant to the transaction documents.


AXCAN INTERMEDIATE: Moody's Affirms Corp. Family Rating at 'B1'
---------------------------------------------------------------
Moody's Investors Service upgraded the liquidity rating of Axcan
Intermediate Holdings, Inc., the parent of Axcan Pharma Inc., to
SGL 1 from SGL2.  The liquidity upgrade reflects continuing strong
internal cash flow generation relative to near-term uses, progress
with market penetration of Pylera (used to treat Helicobacter
Pylori), and the absence to date of generic competition for the
company's Urso product.  Concurrently Moody's affirmed Axcan's B1
Corporate Family Rating and related instrument ratings.  The
outlook for the ratings is stable.

The ratings acknowledge Axcan's prominent market position in
gastroenterology, and the leading market positions of other drugs
in treating chronic conditions of the gastrointestinal tract.  The
ratings also benefit from a successful track record in growing
market share in individual branded drugs in recent years.
Notwithstanding ongoing pressure from payors globally, the ratings
also benefit from continuing above-inflation pricing trends.

Nonetheless, the B1 Corporate Family Rating reflects adjusted
financial leverage in line with that rating and continues to be
constrained by the lack of patent protection on the company's main
products as well as the potential for near term generic
competition with respect to a significant percentage of the
company's revenues.  The ratings also take into account Axcan's
small revenue base, current dependence on four product groups and
consideration of growth prospects given uncertainties regarding
the eventual approval (and market acceptance) of drugs currently
in Axcan's pipeline.

Moody's upgraded Axcan's speculative grade liquidity rating to SGL
1 from SGL 2 and affirmed these ratings:

  -- The Corporate Family Rating, rated B1;

  -- The Probability of Default Rating, rated B1;

  -- $115 million senior secured revolving credit facility due
     2014, rated Ba2 (LGD 2, 28%);

  -- $175 million senior secured term loan A due 2014, rated Ba2
     (LGD 2, 28%);

  -- $228 million 9.25% senior secured notes due 2015, rated Ba2
     (LGD 2, 28%);

-- $235 million 12.75% senior unsecured notes due 2016, rated
   B3 (LGD 5, 83%);

The ratings outlook is stable.

Moody's last rating action on Axcan took place on February 22,
2008 when Moody's affirmed Axcan's B1 Corporate Family Rating.
The company was first rated on January 25, 2008 in connection with
the all-cash acquisition of Axcan by TPG Capital through a
combination of equity and debt financing.  The B1 CFR was last
affirmed on February 22, 2008.

Axcan Pharma Inc., based in Mont St-Hilaire, Quebec, is a
specialty pharmaceutical company concentrating in the field of
gastroenterology with operations in North America and Europe.
Axcan had revenue of approximately US$393 million for the twelve
months ended December 31, 2008.


BAYWOOD INT'L: Issues $325,000 18% Sub Notes to CEO Eric Skae
-------------------------------------------------------------
Baywood International, Inc., entered into a transaction with the
Company's Chief Executive Officer, Eric Skae, in which the Company
issued:

   -- an 18% Subordinated Note to the CEO with an effective date
      of March 17, 2009, for a principal amount of $325,000; and

   -- a Warrant to purchase up to 100,000 shares of the Company's
      common stock at an exercise price of $0.85 per share,
      subject to adjustment, expiring on the fifth anniversary of
      the initial issuance date of the Warrant.

The 18% Subordinated Note is due April 12, 2009.  Interest accrues
on the Note at a rate of 18% per year.  Absent the occurrence of
an event of default, the Company may prepay the Note for 100% of
the full principal plus all accrued interest thereon, at any time
prior to April 12, 2009, without penalty.

Terms of the 18% Subordinated Note issued to Mr. Skae are
available without charge at http://ResearchArchives.com/t/s?3ac9

Upon an event of default, the outstanding principal amount, plus
accrued but unpaid interest, liquidated damages and other amounts
owed under the Note shall, at the holder's election, become
immediately due and payable in cash.  Commencing five days after
the event of default, the interest rate shall accrue at a rate of
22% per year, or such lower maximum amount of interest permitted
to be charged under applicable law.

On March 4, 2009, the Company's Board of Directors appointed Mr.
Skae as Chairman of the Board of Directors and CEO.  The former
Chairman and Chief Executive Officer, Neil Reithinger, remained
with the Company and continued to serve as Chief Financial Officer
and also assumed the role of Chief Operating Officer, where he
would work with Mr. Skae on all Company initiatives.  Mr.
Reithinger would also continue to serve on the Board.

Prior to joining the Company, Mr. Skae, 45, founded Skae Beverage
International, LLC as Midnight Sun Brands, LLC, in October 2002.
Mr. Skae has spent the past 17 years in the beverage industry
working in senior-level sales, marketing and distribution roles.
From 1999 to 2002, Mr. Skae worked as President and General
Manager of Fresh Solutions, Inc., a Division of Saratoga Beverage
Group.  While there he was responsible for a $25 million
distribution business as well as advising the Chief Executive
Officer on the company's sale to North Castle Partners.  He was
also responsible for rolling out the Naked Juice brand.

From 1997 to 1999, Mr. Skae was Director of Sales at Fresh
Samantha Inc. where he managed 7 distribution centers, was
responsible for 70% of the company's sales and assisted the
company's growth from $5 million in total sales to $45 million in
2-1/2 years.  Prior to that, from 1996 to 1997, he was Vice-
President of National Accounts at Hansen Beverage Company where he
secured and managed National Accounts such as Seven Eleven,
Walgreens, Circle K, Publix, Giant Foods, Mobil, Chevron, Texaco
and Quik Trip.  He also managed all Canadian business.  From 1993
to 1996, Mr. Skae was a Regional Manager at Arizona Beverages
where he managed the Mid-Atlantic region which had sales growth
from $2 million to $10 million in 2 years.   Mr. Skae graduated
from Northwood University with a Bachelors degree in Business
Administration.

On October 23, 2008, Mr. Skae provided financing to the Company in
the amount of $200,000 in exchange for (i) a 12% Subordinated Note
and (ii) warrants to purchase 295,000 shares of the Company's
common stock at a price per share of $0.85, which will expire
July 14, 2013.

                    About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB: BYWD) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of nutraceutical products under the LifeTime(R) and
Baywood brands.

                       Going Concern Doubt

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Baywood International Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the Company's recurring losses from operations and
working capital deficiency.

As of September 30, 2008, the Company had $17.7 million in total
assets and $13.8 million in total liabilities.  The Company posted
a net loss of $1.14 million in the three-month period ended
September 30, 2008.


BELDEN INC: Amendment on Facility Won't Affect S&P's 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on St.
Louis-based Belden Inc., including the 'BB' corporate credit
rating, remain on CreditWatch with negative implications following
the company's recent amendment of its $350 million senior secured
credit facility.  The amendment increases headroom under the
facility's debt-to-EBITDA covenant by allowing Belden to add back
various noncash expenses and restructuring charges to EBITDA.
This action removes a key credit concern that led to the initial
CreditWatch placement on March 2, 2009.

"However," said Standard & Poor's credit analyst Susan Madison,
"we remain concerned about the relatively limited visibility for
operating performance over the near term."  Although Belden has
implemented an aggressive restructuring plan that could
potentially yield $30 million in cost savings in 2009, maintenance
of credit metrics consistent with the 'BB' rating will require
profitability to improve materially from the fourth quarter of
2008.


BETHANY ROLLING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bethany Rolling Hills Mezz, LLC
        1920 Main Street
        Irvine, CA 92614

Bankruptcy Case No.: 09-bk-12668

Debtor-affiliate filing subject to Chapter 11 petitions on
March 4, 2009:

        Entity                                     Case No.
        ------                                     --------
Bethany Holdings Austin Apartments, LLC            09-11873

Debtor-affiliates filing subject to Chapter 11 petitions on
March 5, 2009:

        Entity                                     Case No.
        ------                                     --------
Bethany Austin Mezzanine Central Apartments LLC    09-11874
Bethany Lonestar Apartments LLC                    09-11875
KT Terraza-TX1 LLC                                 09-11876
KT Terraza-TX2, LLC                                09-11877
FJLC-TX1, LLC                                      09-11878
FJLC-TX2, LLC                                      09-11879
Bethany Lonestar Mezzanine Apartments, LLC         09-11880
Bethany Quail Hollow Apartments, LLC               09-11881
Bethany Quail Hollow LLC                           09-11882
Bethany Seneca Bay Apartments, LLC                 09-11883
Bethany Seneca Bay. LLC                            09-11884
Bethany Woodhill Apartments, LLC                   09-11885
Bethany Woodhill. LLC                              09-11886
Bethany Willow Lake Apartments, LLC                09-11887
Bethany Willow Lake LLC                            09-11888
Bethany GP Acquisition, LLC                        09-11889
Bethany LP Acquisition, LLC                        09-11890

Debtor-affiliates filing subject to Chapter 11 petitions on
March 27, 2009:

        Entity                                     Case No.
        ------                                     --------
Falcon Pointe Apartments Associates Mezz, LLC      09-12672
Rockrimmon Apartments Associates Mezz, LLC         09-12674
Rolling Hills Apartments Mezz, LLC                 09-12675
Waterfield Apartments Associates Mezz, LLC         09-12679

Type of Business: The Debtors own apartment buildings.

Chapter 11 Petition Date: March 27, 2009

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Mark S. Horoupian, Esq.
                  mhoroupian@sulmeyerlaw.com
                  333 S. Hope St., 35th Flor
                  Los Angeles, CA 90071-1406
                  Tel: (213) 626-2311

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Cass Utility Billing                             $131,780

Tree Hill Landscaping Corporation                $33,113
5675 Fairfax Avenue
Commerce City, CO 80022
Tel: (303) 288-2464

Wilmar Wilmar                                    $30,815
Post Office Box 404284
Atlanta, GA 30384

Redi Carpet of Colorado, Inc.                    $29,660

USG Landscape & Snow Removal                     $23,982

For Rent, Inc.                                   $15,858

Top Gun Cleaning & Restoration                   $11,400

International Service Cleaners, Inc.             $10,615

Bestyard.com, Inc.                               $10,367

Real Estate Personnel, Inc.                      $10,067

Aquila                                           $8,235

Hall & Company                                   $7,987

For Rent Inc.                                    $6,037

Burns Figa & Will PC                             $5,877

SHL Professionals Painting Inc.                  $5,540

Ruizmar Carpet Cleaning                          $5,224

Staples Inc. & Subsidiaries                      $4,821

ICI Paints                                       $4,376

Choice Mechanical Inc.                           $4,228

Network Communications Inc.                      $3,645

The petition was signed by Terry Knutson, president.


BI-LO LLC: Gets $100-Mil. DIP Loan Commitment from GE Capital
-------------------------------------------------------------
David Dykes at The Greenville News reports that Bi-Lo LLC
officials said that they have received a commitment for
$100 million in the special form of financing arranged by GE
Capital Corp.

The Greenville News relates that Josiah M. Daniel III, Bi-Lo's
bankruptcy counsel, told the Hon. Helen Burris of the U.S.
Bankruptcy Court for the District of South Carolina that the
Company is off to a great start in its reorganization but still
needs debtor-in-possession funding to proceed and reassure
vendors.

The Greenville News states that John Cunningham -- an attorney for
Dutch retailing company Ahold, Bi-Lo's former owner that still
guarantees numerous leases for the Company's locations -- said
that the firm would offer Bi-Lo a competing financing arrangement.
Mr. Cunningham, according to the report, said that Ahold is
offering Bi-Lo $35 million in debtor-in-possession funding.

According to Greenville News, Douglas Bacon, the attorney for GE
Capital, disputed Ahold's offer, particularly the use of cash and
cash equivalents, describing portions of Ahold's offer as
outrageous.

A third debtor-in-possession financing offer is possible,
Greenville News states, citing attorneys.

Jason Reynolds at Chattanooga Times Free Press reports that Bi-Lo
said that it had received court approval to operate as normal
during its bankruptcy case.  Bi-Lo said in a statement that it
will evaluate several financing proposals from lenders.

According to Times Free Press, the Court has set an April 3
hearing to approve a financing arrangement.

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

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

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


BRENDA TODD: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brenda B. Todd
        222 Pinnacle Circle
        Mesquite, NV 89027

Bankruptcy Case No.: 09-14362

Debtor-affiliates filing subject to Chapter 11 petitions on
March 23, 2009:

        Entity                                     Case No.
        ------                                     --------
Lodgebuilder, Inc.                                 09-14103

Debtor-affiliates filing subject to Chapter 11 petitions on
March 26, 2009:

        Entity                                     Case No.
        ------                                     --------
William Aubrey                                     09-14360

Chapter 11 Petition Date: March 26, 2009

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

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

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
US Bankruptcy Court District   judgment          $18,500,083
of AZ

Bryan Cavce LLP                                  $225,386
Two North Central Ave Ste
2200
Phoenix, AZ 85004

Chase Auto Finance             2005 Nissan SUV;  $23,872
PO Box 78068                   secured: $20,000
Phoenix, AZ 85062

Discover                                         $4,748

Visa                                             $4,584

Alessi and Kownie Law Firm                       $4,107

Yakima County Treasurer                          $1,823

Office of Clark County                           $1,441

Pinnacle HOA                                     $1,250

Roza Irrigation District                         $969

Mesquite Vistas HOA                              $68


CACI INTERNATIONAL: Ongoing Lawsuit Won't Move Moody's Ba2 Rating
-----------------------------------------------------------------
Moody's Investors Service said a recent development in an ongoing
lawsuit against CACI (alleging abuse at Abu Ghraib prison) has no
impact on CACI's debt ratings at this time -- corporate family
rating of Ba2.

The last rating action on CACI occurred September 9, 2008, when
the Ba2 corporate family rating was affirmed.

CACI International Inc, based in Arlington, Virginia, provides
information technology services for the U.S. Department of
Defense, and various agencies, state, local and foreign
governments.


CALHOUN CBO: Fitch Affirms Ratings on Senior Notes at 'B+'
----------------------------------------------------------
Fitch Ratings has affirmed one class and revised the Recovery
Rating on another class of notes issued by Calhoun CBO Ltd./Corp.:

  -- $29,342,092 senior notes affirmed at 'B+' and assigned a
     Stable Rating Outlook;

  -- $82,596,632 second priority senior notes revised to 'C/RR6'
     from 'C/DR5'.

Calhoun is a collateralized bond obligation managed by RiverSource
Investments, LLC (formerly known as American Express Asset
Management Group, Inc) that closed July 23, 1998.  The final
maturity of the transaction is July 23, 2010.  The remaining
collateral of Calhoun is composed of high yield corporate and
emerging market bonds.  Payments are made semi-annually in January
and July and the reinvestment period ended in July 2003.

The affirmation to the senior notes reflects the possibility that
the class will be redeemed in full by maturity.  As of the
Feb. 25, 2009 trustee report, $3.5 million was available in the
principal collections account and the portfolio collateral balance
was $46.7 million, of which $2.2 million has defaulted.  The
senior OC test passed at 165.98% with a trigger of 128%; however,
the second priority OC test continues to fail at 43.51% with a
trigger at 104%.  The senior IC test also passed at 386.3% with a
trigger of 145%; however, the second priority IC test also
continues to fail at 52.54% with a trigger of 120%.

The downward revision of the RR rating on the second priority
senior notes is the result of a lower recovery expectation on the
remaining securities in the portfolio and the significant
undercollateralization of the class.  Additionally, principal
proceeds continue to be diverted to pay interest to the second
priority senior notes.  In the last payment period, approximately
$2.2 million of principal was used for interest on the second
priority senior notes.  Further undercollateralization for the
second priority senior notes is expected as this continued
diversion of principal to pay interest progresses over time.
The rating of the senior notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The rating of the
second priority senior notes addresses the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

The Distressed Recovery Rating on the classes of notes has been
revised to RR to reflect Fitch's updated Rating Definitions
Criteria released March 3, 2009.

Fitch's current and revised criteria for rating corporate CDOs was
released on April 30, 2008.  However, due to the high obligor
concentration within the portfolio, Fitch used a more
deterministic approach in analyzing the portfolio rather than
utilizing the Corporate Portfolio Credit Model.  Fitch's
probability of default was based upon issuer default ratings and
term to maturity.  The recovery rates were based either upon
specified underlying securities' RR, comparable recovery ratings,
or the PCM assumed recovery rate depending upon the seniority of
each of the underlying bonds.


CALTEX HOLDINGS: Parties Object to Assets Sale, Cite Risks
----------------------------------------------------------
Several parties filed objections with the U.S. Bankruptcy Court
for the Southern District of Texas to CalTex Holdings LP's
emergency motion to sell property free and clear of liens, claims
and encumbrances to Bennington Group LLC, and others.

NewStar Financial, Inc. and certain of its related entities,
secured lenders to the Debtor, relate that the series of
transactions proposed expose the Debtor to various unacceptable
risks that are inconsistent with an actual sale, and offer no
downside, only upside, to the proposed purchaser, Bennington and
others.  Newstar add that the proposed transaction will provide no
benefit to the estate, and will only benefit Bennington and
another entity that is believed to have connections to certain of
the Debtor's insiders or affiliates.

Mechanical & Electrical Concepts, Inc., the party that filed a
suit against Caltex in Harris County District Court seeking
turnover of the cabinets or MEC's money damages, tells the Court
that the cabinets that appear to be included in the Bennington
contract and appraisal cannot be legally sold.

M&M Scrap Metal Processors, LP, a creditor and party-in-interest,
relates that the order sought would make a controversy between
M&M's rights and the alleged rights of the Debtor without
affording M&M due process.  M&M relate it has a valid prepetition
contract to purchase scrap metal from the Debtor.

A&B Import-Export, Inc., a creditor and party in interest, tells
the Court that the Debtor, at the time it entered into the
Bennington Contract, knew that it had already sold to A&B Import-
Export and had received payment for, some of the Metals.  On
Jan. 20, 2009, A&B issued to the Debtor a purchase order for 1,000
metric tons of steel scrap metal at a price of $150 per ton.
A&B notes that other creditors filing objections to the Debtor's
motion also claim to have purchased some of the materials from
Caltex that Caltex now seeks to sell under its proposed Bennington
Contract.

These parties ask the Court to deny the Debtor's request to sale
the metals and equipment to Bennington.

                      About CalTex Holdings LP

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

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


CARAUSTAR INDUSTRIES: Incurs $9.7MM Charge from Closure of Mill
---------------------------------------------------------------
Caraustar Industries, Inc., on March 19, 2009, closed down its
Carolina paperboard mill located in Charlotte, North Carolina,
effective immediately.

The Company announced on December 11, 2008, the idling of the
Carolina Paperboard mill.

The Company will incur approximately $9.7 million in costs
associated with this closure.  Of this amount, approximately
$7.3 million will be non-cash costs associated primarily with
asset impairment charges.  The remaining $2.4 million will be cash
costs consisting primarily of severance and other employee related
costs.

Approximately 111 salaried and hourly employees will be affected
by the decision to close the Carolina mill.  The employees
affected by the Carolina mill closure will participate in a
comprehensive separation program, including severance,
continuation of certain health and welfare benefits during the
severance period, and outplacement services.  The closure is
expected to generate an estimated $11.4 million in annual pre-tax
savings.

The closure of the Carolina mill is associated with the Company's
previously announced plans to achieve greater cost efficiencies
throughout its system and better utilize capacity.  The Company
expects to retain its Carolina mill customers and service their
needs from other Caraustar locations.

Caraustar Industries, Inc., headquartered in Austell, Georgia, is
an integrated manufacturer of recycled paperboard and converted
paperboard products.

Caraustar Industries had $381.7 million in total assets;
$263.2 million in total current liabilities and $36.4 in long-term
debt; and $7.9 million in total shareholders' deficit as of
December 31, 2008.  The company posted $24.5 million in net loss
on $854.2 million in total sales for year 2008.

                          *      *     *

Caraustar Industries, an investment-grade credit eight years ago,
is facing the prospect of a Chapter 11 reorganization or a
distressed tender offer, with $190 million of senior notes
maturing June 1, Bloomberg's Bill Rochelle says, noting of Moody's
statement that refinancing Caraustar's debt remains a "challenge".


CHAMPION MOTOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Champion Motor Group, Inc.
        115 South Service Road
        Jericho, NY 11753

Bankruptcy Case No.: 09-71979

Type of Business: The Debtor offers an array of new & pre-owned
                  luxury automobiles.

                  See http://www.championmotorgroup.com/

Chapter 11 Petition Date: March 26, 2009

Court: Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Robert R. Leinwand, Esq.
                  rrl@robinsonbrog.com
                  Robinson Brog Leinwand, et al.
                  1345 Avenue of The Americas
                  New York, NY 10105
                  Tel: (212) 586-4050

Estimated Assets: unstated

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
John David Luce                                  $3,500,000
3144 Caseekey Island
Jupiter, FL 3347

Duke 83 LLC                                      $3,500,000
3144 Caseekey Island
Jupiter, FL 3347

Forchelli, Curto & Schwartz                      $63,252
330 Old County Road, Ste. 301
PO Box 31
Mineola, NY 11501

Moritt Hock Hamroff & Horowitz                   $20,000

Lamborghini                                      $19,643

Rosenblatt Kiman Levittan                        $16,681

Plycon Van Lines                                 $16,600

DuPont Publishing                                $12,110

Finishline Collision                             $11,232

Harding Steel                                    $11,000

Waldner's Business                               $9,960

BK Engineering                                   $7,451

The Tire Rack Wholesale                          $7,373

Autotrader                                       $6,980

Great Phone Numbers                              $6,839

Crain Communications                             $4,893

Hertz                                            $4,550

Lamborghini                                      $4,533

Autabuy                                          $1,279

Federal Express                                  $617

The petition was signed by Michael Todd, dealer principal.


CHARTER COMMUNICATIONS: Receives Approval of 'First-Day' Motions
----------------------------------------------------------------
Charter Communications, Inc., and its subsidiaries obtained
approval of all of its "first-day" motions by the United States
Bankruptcy Court for the Southern District of New York.

"We appreciate the prompt action by the Court in approving our
first-day motions," said Neil Smit, President and Chief Executive
Officer. "These approvals help us to continue to operate our
business as usual and continue to provide our customers with
quality cable, Internet and phone service as we execute on our
financial restructuring. We look forward to completing our
financial restructuring as soon as practicable and emerging as a
stronger company."

The Company received Court approval during its first-day hearings
to honor current customer programs without interruption. The
Company also received approval to, among other things, continue
employee wage and benefits programs, pay fees to its Local
Franchise Authorities incurred before and after the filing in full
and in the normal course, and utilize its cash on hand and cash
flows from operating activities to continue to fund its projected
cash needs as it proceeds with its financial restructuring on an
interim basis, pending final Court authorization to be sought
within the coming weeks.

Charter has filed a motion with the Court requesting permission to
pay trade creditor balances incurred before and after the filing
in full and in the normal course, and expects that motion to be
heard in the coming weeks.  The Company 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 has not sought debtor-in-possession
financing.

                   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.

Charter Communications Inc., and more than a hundred affiliates
filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr.
S.D. N.Y. Case No. 09-11435).  The Hon. James M. Peck presides
over the cases.  Richard M. Cieri, Esq., Paul M. Basta, Esq., and
Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York,
serve as counsel to the Debtors, excluding Charter Investment Inc.
Albert Togut, Esq., at Togut, Segal & Segal LLP in New York,
serves as Charter Investment, Inc.'s bankruptcy counsel.  Curtis,
Mallet-Prevost, Colt & Mosel LLP in New York, is the Debtors'
Conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' Claims
Agent is Kurtzman Carson Consultants LLC.  As of December 31,
2008, the Debtors had total assets of $13,881,617,723, total
liabilities of $24,185,668,550.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHARTER COMMUNICATIONS: To Be Delisted By NASDAQ on April 7
-----------------------------------------------------------
Charter Communications, Inc., said the NASDAQ Stock Market on
March 27 notified the Company that NASDAQ will suspend and delist
trading of the Company's common stock on the NASDAQ Stock Market,
effective with the open of business on April 7, 2009.  The notice
follows the Company's announcement that it has commenced the next
phase of its financial restructuring by filing its pre-arranged
plan of reorganization and Chapter 11 petitions in the United
States Bankruptcy Court for the Southern District of New York.

The Company does not intend to appeal NASDAQ's delisting decision
and expects that its common stock will be quoted on the OTC
Bulletin Board or in the "Pink Sheets" effective April 7, 2009,
but there is no assurance as quotes on the "Pink Sheets" are
dependent upon the actions of third parties.

                   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.

Charter Communications Inc., and more than a hundred affiliates
filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr.
S.D. N.Y. Case No. 09-11435).  The Hon. James M. Peck presides
over the cases.  Richard M. Cieri, Esq., Paul M. Basta, Esq., and
Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York,
serve as counsel to the Debtors, excluding Charter Investment Inc.
Albert Togut, Esq., at Togut, Segal & Segal LLP in New York,
serves as Charter Investment, Inc.'s bankruptcy counsel.  Curtis,
Mallet-Prevost, Colt & Mosel LLP in New York, is the Debtors'
Conflicts counsel.

Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditors.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' Claims
Agent is Kurtzman Carson Consultants LLC.  As of December 31,
2008, the Debtors had total assets of $13,881,617,723, total
liabilities of $24,185,668,550.

Bankruptcy Creditors' Service, Inc., publishes Charter
Communications Bankruptcy News.  The newsletter tracks the Chapter
11 proceedings undertaken by Charter Communications and more than
100 of its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


CHARTER COMMUNICATIONS: Chapter 11 Filing Cues S&P's 'D' Rating
---------------------------------------------------------------
Standard & Poor's Rating Services said it lowered the corporate
credit and all issue-level ratings on St. Louis-based Charter
Communications Inc. and its subsidiaries to 'D.'

These actions reflect the filings by Charter Communications of its
Pre-Arranged Plan and Chapter 11 bankruptcy filings.  Pending
further information from the bankruptcy proceedings, the recovery
ratings remain unchanged.  The cable TV operator had approximately
$21.7 billion of debt outstanding at Dec. 31, 2008.


CHARTER COMMUNICATIONS: Fitch Cuts Issuer Default Rating to 'D'
---------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating assigned to
Charter Communications, Inc. and its wholly owned subsidiaries to
'D' from 'C' following the company's announcement that it has
filed for chapter 11 bankruptcy protection.  Fitch has affirmed
the senior unsecured issue ratings of Charter and its subsidiaries
as outlined below.  Lastly, Fitch has upgraded the senior secured
credit facilities issued by Charter Communications Operating, LLC
and CCO Holding, LLC and the senior second lien notes issued by
Charter Communications Operating, LLC to 'B-' from 'CCC' in
accordance with the revisions to certain Fitch ratings definitions
unrelated to the bankruptcy filing.  Approximately $21.7 billion
of debt outstanding as of Dec. 31, 2008 is affected by Fitch's
action.

Charter's bankruptcy filing follows the Company's announcement on
Feb. 12, 2009, that the company reached an agreement in principal
with bondholders holding a principal amount of approximately
$4.1 billion of notes issued by Charter's wholly owned
subsidiaries CCH II, LLC and CCH I, LLC on terms of a
restructuring of Charter's outstanding debt that could result in
reducing the company's consolidated debt by about $8 billion.  In
accordance with the terms of the various restructuring agreements
entered into with bondholders, Charter had expected to voluntarily
file for chapter 11 bankruptcy on or prior to April 1, 2009.  If
the plan is successful, Fitch expects that Charter will emerge
from bankruptcy with total leverage ranging between 5.5 times (x)
and 6.0x based on actual 2008 EBITDA of $2.319 billion.

Fitch has taken these rating actions:

Charter Communications, Inc.

  -- IDR downgraded to 'D' from 'C';
  -- Convertible senior notes affirmed at 'C/RR4'.

Charter Communications Holdings, LLC

  -- IDR downgraded to 'D' from 'C';
  -- Senior unsecured notes affirmed at 'C/RR4'.

CCH I Holdings, LLC

  -- IDR downgraded to 'D' from 'C';
  -- Senior unsecured notes affirmed at 'C/RR4'.

CCH I, LLC

  -- IDR downgraded to 'D' from 'C';
  -- Senior secured notes affirmed at 'C/RR4'.

CCH II, LLC

  -- IDR downgraded to 'D' from 'C';
  -- Senior unsecured notes affirmed at 'C/RR4'.

CCO Holdings, LLC

  -- IDR downgraded to 'D' from 'C';
  -- Senior unsecured notes affirmed at 'C/RR4';
  -- Third lien term loan upgraded to 'B-/RR1' from 'CCC/RR1'.

Charter Communications Operating, LLC

  -- IDR downgraded to 'D' from 'C';

  -- Senior secured credit facility upgraded to 'B-/RR1' from
     'CCC/RR1';

  -- Senior secured second lien notes upgraded to 'B-/RR1' from
     'CCC/RR1'.


CHARTER COMMUNICATIONS: Moody's Downgrades Default Rating to 'D'
----------------------------------------------------------------
Moody's Investors Service has revised the Probability of Default
Rating for Charter Communications, Inc. to D from Ca, reflecting
the announcement of its Chapter 11 Bankruptcy filing, as expected.
All other ratings for Charter and its subsidiaries were affirmed,
as outlined below.  The rating outlook is stable, although Moody's
plans to withdraw all ratings for the company over the near-term
consistent with its business practice for companies operating
under the purview of the bankruptcy courts wherein information
flow typically becomes much more limited.

These summarizes Moody's rating actions and current ratings:

Charter Communications, Inc.

* Corporate Family Rating -- Affirmed at Caa3
* Probability of Default Rating -- Downgraded to D from Ca
* Senior unsecured notes -- Affirmed at C (LGD 5, 87%)
* Speculative Grade Liquidity Rating -- Affirmed at SGL-4

Charter Communications Holdings, LLC

* Senior unsecured notes -- Affirmed at C (LGD 5, 84%)

CCH I Holdings, LLC

* Senior unsecured notes -- Affirmed at C (LGD 5, 77%)

CCH I, LLC (CCH I)

* Senior secured notes -- Affirmed at Ca (LGD 4, 60%)

CCH II, LLC

* Senior unsecured notes -- Affirmed at Caa2 (LGD 2, 14%)

CCO Holdings, LLC

* Senior unsecured notes -- Affirmed at Caa1 (LGD 2, 10%)

* Senior secured (1st lien - stock only) Term Loan -- Affirmed at
  B3 (LGD 1, 6%)

Charter Communications Operating, LLC (CCO)

* Senior secured (2nd lien - all assets) notes -- Affirmed at B3
  (LGD 1, 6%)

* Senior secured (1st lien - all assets) Revolver & Term Loan --
  Affirmed at B1 (LGD 1, 3%)

* Rating Outlook -- unchanged at Stable

"With a persistently over-leveraged capital structure evidenced by
an insurmountable debt burden, Charter's ratings have long
reflected the fundamental mismatch between its operating and
financial profiles," according to Moody's Senior Vice President
and lead analyst Russell Solomon.  Since 2003 Moody's has
maintained very low Caa-level ratings at the Corporate Family
level, regularly highlighting for investors that balance sheet
liabilities were burdened with an excessive debt stack of an
estimated $5-to-$6 billion or more that would eventually need to
be equitized.  Over the years the company has staved off the now
large scale and more formal restructuring with several distressed
exchange transactions to temporarily boost liquidity.  These had
been characterized by the rating agency as default events
consistent with Moody's long-standing definition of default, which
includes such transactions wherein economic losses are suffered by
creditors and the exchange has the effect of allowing the issuer
to avoid a bankruptcy or payment default.  Rising debt service
costs following heavy but necessary capital investment activities
and these ensuing liquidity-enhancing debt exchanges at higher
interest rates over the past few years have outpaced operational
improvements, rendering the suggested amount of debt now in need
of conversion into equity to an estimated
$7.5 billion per Moody's most recent research opinion of February
2009. The Caa3 CFR reflects Moody's estimate of a 65% mean family
recovery expectation (enterprise value-to-liabilities) for the
firm upon emergence from bankruptcy.  Moody's assessment estimates
Charter's assets to be worth (or be financeable at) approximately
six times forward EBITDA, or roughly $2,500-to-$3,000 per basic
subscriber.  "Moody's believes the company's proposed
restructuring should facilitate a more manageable capital
structure and mitigate its highly cash absorptive financial
profile, lending long-needed support to what are otherwise very
healthy business operations," added Solomon.

While a strict application of absolute priority of claim
guidelines under the U.S. Bankruptcy Court system might suggest
full recovery for creditors of CCO, CCOH and CCH II, and full
impairment for creditors of CCH I, CCHIH, CCH and CCI based on the
relative structural provisions underlying each of their respective
claims, Moody's LGD methodology incorporates the reality of some
ongoing uncertainty with respect to priority of payment due to
ongoing negotiations between multiple creditor classes and the
ultimate authority of the bankruptcy court.  Individual security
ratings have subsequently been set to assumed ultimate recovery
levels inclusive of this ongoing uncertainty.  Ratings affirmed
are particularly noteworthy in the context of Moody's historical
rating practices for companies in default, particularly the B1
ratings maintained for the first lien revolving credit facility
and term loan of CCO.  This comparatively high rating for
defaulted debt is supported by its senior-most ranking in the
consolidated capitalization of the company, with a significant
amount of structurally and effectively subordinated debt beneath
it to satisfy the material amount of anticipated loss absorption
to be realized predominantly by other creditors of the firm.

The last rating action for Charter was on February 11, 2009, when
Moody's affirmed the company's Caa3 CFR and affirmed or adjusted
instrument ratings as appropriate based on assumed ultimate
recovery levels following an expected bankruptcy filing.

Headquartered in St. Louis, Missouri, Charter Communications is a
domestic multiple system cable operator serving approximately
5.1 million basic video subscribers.


CHRYSLER LLC: U.S. Gov't Gives 30-Day Deadline for Fiat Deal
------------------------------------------------------------
FOXNews.com reports that the Obama administration has decided to
give Chrysler LLC 30 days to work out a deal with Fiat SpA and
give General Motors Corp. 60 days to come up with a new
restructuring plan.

FOXNews.com states that Chrysler isn't viable as a standalone
company and was "never in position to pay down its debt," while GM
is a global company with "a more substantial collection of assets
and brands."  According to FOXNews.com, Chrysler and GM will be
provided with some working capital during those time periods.

FOXNews.com relates that the Obama administration said that GM and
Chrysler failed to submit acceptable plans to receive more bailout
money.  The report states that the administration has decided not
to require the two firms to immediately repay government loan
money they previously received, since that would force them into
Chapter 11 bankruptcy.  GM and Chrysler must submit restructuring
plans by March 31, but the firms aren't expected to finish its
work, according to the report.

According to FOXNews.com, Chrysler's potential deal with Fiat has
these requirements: Fiat's ownership must initially be less than
the 35% government stake in the Company, and must not to increase
to above 49% until the new loan money is fully repaid.  Chrysler,
states the report, will be provided up to $6 billion in additional
working capital during the restructuring period.

The Obama administration, FOXNews.com says, will appoint a Labor
Department official to minimize the impact of restructuring on
communities where auto plants are located by coordinating support
for workers and their families.

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 Mulls Asset Division & Bankruptcy for Firm
--------------------------------------------------------------
Jeffrey McCracken, John D. Stoll, and Neil King Jr. at The Wall
Street Journal report that the Obama administration is considering
a plan to fix General Motors Corp. and Chrysler by dividing their
"good" and "bad" assets and putting them into bankruptcy to
eliminate their biggest problems.

For several months, GM and Chrysler have had bankruptcy attorneys
work out plans to divide their firms in two for several months,
WSJ states.  Citing people familiar with the matter, WSJ says that
Mr. Obama's task force has told GM and Chrysler that the
administration prefers this route as a way to reorganize them,
rather than the prolonged out-of-court process that has frustrated
administration officials.

According to WSJ, an administration official said that the
government eyes the "good" GM as an independent company comprised
of brands like Chevrolet and Cadillac, while the "good" Chrysler
would be sold to Fiat SpA.  The government will "be deciding which
plants will survive and which won't," WSJ reports, citing
Republican Sen. Bob Corker of Tennessee.

WSJ says that the government wants to speed up government fleet
purchases, and to support a congressional bid to offer large tax
incentives for new car purchases, with money for the program
coming out of the $787 billion stimulus package.  The Internal
Revenue Service was creating a new tax benefit for car buyers, WSJ
states, citing President Obama.

Bankruptcy, according to WSJ, might be pursued to meet the Obama
administration's demand that Chrysler's creditors agree to huge
reductions in their expected recoveries on Chrysler debt.  WSJ
notes that bankruptcy would be used to force new labor contracts
and rework debt deals with Chrysler's secured creditors.  That
approach is risky as the Company is yet unsure it could survive
even a short-term bankruptcy, WSJ says, citing people familiar
with the matter.

WSJ, citing auto executives and Obama aides, says that the
bankruptcy route isn't preferred or in anyway preordained.  WSJ
notes that GM and Chrysler could avoid that outcome if they manage
in coming weeks to strike tough bargains with their shareholders,
creditors, and the union.  According to the report, the United
Auto Workers must agree to an entirely new labor contract,
including major reductions in health-care benefits.

According to WSJ, people familiar with the matter said that GM and
Chrysler's debtor-in-possession would have to be funded by the
government at a cost of tens of billions of dollars.

                         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.


CIENA CORP: S&P Changes Outlook to Negative; Affirms 'B+' Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Linthicum, Maryland-based Ciena Corp. to negative from
stable, based on S&P's expectation that credit protection measures
will weaken significantly, given S&P's view of the company's near-
term operating prospects.  In addition, Standard & Poor's affirmed
the corporate credit and senior unsecured ratings at 'B+'.  Ciena
supplies equipment for communications networks for network service
providers, cable operators, government agencies, enterprises, and
research and education.

Ciena has reported sequential revenue declines for the last two
quarters, and is expected to continue to experience weakening
demand for the near term.  As of January, revenues have declined
33% from their July 2008 peak.

The ratings on the company reflect its volatile earnings due to
cyclical demand and high fixed costs such as research and
development commitments, and substantial leverage.  The company's
adequate liquidity and a good market position in its niche offset
these factors.

Liquidity provides key credit support in light of expected
earnings weakness.  "If market softness continues for a prolonged
period and the company sustains its commitment to R&D, S&P may
consider a lower rating based on the absence of profitable
operations," said Standard & Poor's credit analyst Lucy Patricola.
In addition, if the cash cushion is significantly eroded for any
reason, S&P would likely lower the rating.

"Standard & Poor's would consider a stable outlook once the
company's revenue base recovers, allowing for moderate EBITDA
generation and a return to historical credit protection measures
with debt to EBITDA below about 5x," she continued.


COLEMAN CABLE: Moody's Downgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Coleman Cable, Inc.'s
corporate family rating to B2 from B1 and the rating on the senior
unsecured notes to B3 from B2.  Moody's also affirmed the
company's SGL-2 speculative grade liquidity rating.  The ratings
outlook was revised to stable from negative.

The ratings downgrade reflects Coleman's very weak operating
performance for the quarter ended December 31, 2008 that has led
to a deterioration in leverage and coverage based credit metrics
as well as Moody's expectation for continued near-term earnings
pressure.  Operating results for the December 2008 quarter were
negatively affected by a rapid decline in copper prices (which
resulted in a charge to inventories) and a significant contraction
in demand that accelerated over the fourth quarter into 2009.
Overall volumes declined 21% for the December 2008 quarter over
the same period in 2007.

The downgrade also reflects Moody's concern over the potential for
a sustained contraction in the company's sales and volumes given
its exposure to weak end-markets (including automotive, appliance,
and other consumer oriented products).  Notwithstanding these
concerns, the rating is supported by the company's good liquidity
position, strong cash flows that have resulted in significant debt
reduction, and its ongoing cost reduction activities.

These ratings were downgraded:

  -- Corporate family rating to B2 from B1;

  -- Probability-of-default rating to B2 from B1;

  -- $240 million 9.875% senior unsecured notes due 2012 to B3
     (LGD4, 68%) from B2 (LGD5, 75%).

The stable outlook is supported by Moody's expectation that,
despite the potential for a sustained contraction in Coleman's
sales/volumes because of weak end-market demand, the company
should maintain good liquidity throughout the near-term.

The last rating action was on December 12, 2008, when Moody's
affirmed Coleman's B1 corporate family rating and SGL-2
speculative grade liquidity rating, but revised its ratings
outlook to negative from stable.

Headquartered in Waukegan, Illinois, Coleman Cable, Inc. is a
leading designer, developer, manufacturer and supplier of
electrical wire and cable products for consumer, commercial and
industrial applications, with operations primarily in the United
States.  Coleman reported sales of $973 million for the fiscal-
year ended December 31, 2008.


CRUSADER ENERGY: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Crusader Energy Group Inc.
        4747 Gaillardia Parkway
        Oklahoma City, OK 73142

Bankruptcy Case No.: 09-31797

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Crusader Management Corporation                    09-31799
Hawk Energy Fund I, LLC                            09-31801
Knight Energy Group, LLC                           09-31802
Knight Energy Group II, LLC                        09-31803
Knight Energy Management, LLC                      09-31804
RCH Upland Acquisition, LLC                        09-31806

Type of Business: The Debtors explore, develop and acquire of oil
                  and gas properties, primarily in the Anadarko
                  Basin, Williston Basin, Permian Basin, and Fort
                  Worth Basin in the United States.

                  See http://www.ir.crusaderenergy.com/

Chapter 11 Petition Date: March 30, 2009

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtors' Counsel: Beth Lloyd, Esq.
                  blloyd@velaw.com
                  Richard H. London, Esq.
                  rlondon@velaw.com
                  William Louis Wallander, Esq.
                  bwallander@velaw.com
                  Vinson & Elkins, LLP
                  3700 Trammell Crow Center
                  2001 Ross Avenue
                  Dallas, TX 75201
                  Tel: (214) 220-7905

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

Total Assets: $749,978,331

Total Debts: $325,839,980

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Chesapeake Operating Inc.      Trade             $5,576,930
PO Box 960165
Oklahoma City OK 73196-0165
Credit Department
6100 N. Western Avenue
Oklahoma City OK 73118-1044
Tel: (405) 848-8000

W B Supply Company            Trade              $4,948,720
P.O. Box 972856
Dallas TX 75397-2856
Credit Department
Tel: (806) 669-1103

Halliburton Energy Services   Trade              $4,666,974
PO Box 203143
Houston TX 77216-3143
Credit Department
Tel: (580) 562-3131

Mack Energy Company           Trade              $2,055,000
PO Box 400
Duncan OK 73534
Credit Department
Mack Energy Company
1202 N. 10th Street
Duncan OK 73533

Virgil Wilton Lane III &      Lawsuit            $2,000,000
RTP Capital, Inc.
c/o Richard Hurder
3405 Edloe Street, Suite 200
Houston TX 77027
Tel: (713) 785-3311

Trinidad Drilling LP          Trade              $1,839,014
3728 West Jones Avenue
Garden City KS 67846
Credit Department
Tel: (580) 256-7226

Warren Drilling, Inc.         Lawsuit            $1,800,000
c/o K&L Gates LLP
301 Commerce, Suite 3000
Fort Worth TX 76102
Tel: (214) 939-5531

Pathfinder Energy Services    Trade              $1,661,283
3329 West Pinhook Rd.
Lafayette LA 70508
Credit Department
Tel: (337) 233-3982

Patterson - UTI Drilling      Trade              $1,644,223
Company
PO Box 260111
Dallas TX 75326-0111
Tel: (405) 686-0006

Grey Wolf Drilling Company    Trade              $1,556,605
LP
PO Box 4346
Houston TX 77210-4346
Tel: (432) 684-3929

Packers Plus Energy           Trade              $1,536,610
Services
4606 FM 1960 W # 220
Houston TX 77069
Tel: (832) 484-8067

Goober Drilling LLC           Trade              $1,427,333
PO Box 549
Stillwater OK 74076
Tel: (405) 743-2132

Nabors Drilling USA, LP       Trade              $1,342,225
PO Box 973527
Dallas TX 75397-2527
Tel: (281) 874-0035

Baker Hughes Business         Trade              $1,326,766
Support
PO Box 200415
Houston TX 7726-0415
Tel: (281) 209-7860

Dawson Geophysical Company    Trade              $1,013,757
508 West Wall
Suite 800
Midland TX 79701-5010
Tel: (432) 684-3000

Global Geophysical Services   Trade              $856,993
3535 Briarpark Drive
Suite 200
Houston TX 77042
Tel: (713) 972-9200

Chesapeake Energy             Trade              $787,875
PO Box 960165
Oklahoma OK 73196-0165
Tel: (405) 935-8000

Forest Oil Corporation        Trade              $718,923
707 Seventeenth Street
Suite 3600
Denver CO 80202
Tel: (303) 812-1400

Turbo Drilling Fluids Inc.    Trade              $675,804
PO Box 974595
Dallas TX 75397-4594
Tel: (405) 843-6833

Quantum Drilling Motors       Trade              $665,329
Lockbox Deposit
PO Box 974828
Dallas TX 75397-4828
Tel: (405) 789-3499

Double C Contracting, Inc.    Lawsuit            $625,000
c/o Sims Moore Hill Gannon &
Crain LLP
211 East Franklin Street
Hillsboro TX 76645
Tel: (254) 582-5346

Atlas Tubular LP              Trade              $545,421
PO Box 431
Robstown TX 78380
Tel: (361) 387-7505

Linde Inc.                    Trade              $535,357
88718 Expedite Way
Chicago IL 60695-1700
Tel: (800) 348-3349

Weatherford US LP             Trade              $531,656
PO Box 200019
Houston TX 77216-00019
Tel: (800) 257-3826

Leam Drilling Systems, Inc.   Trade              $511,425
PO Box 10356
New Iberia LA 70562-0356
Tel: (337) 365-0116

Permian Tank & Manufacturing  Trade              $385,326

B. J. Services Company        Trade              $383,960

Agile Seismic LP              Trade              $372,038

Great White Pressure Control  Trade              $346,770

Smith International Inc.      Trade              $292,849

Knight Oil Tools Inc.         Trade              $282,994

Alliance Drilling Fluid       Trade              $274,409

Champion Drilling Fluid       Trade              $273,952

Western Hot Oil Service       Trade              $246,645

J & L Oilfield Services LLC   Trade              $218,872

T.S. Dudley Land Company      Trade              $208,734

National Oilwell Varco        Trade              $195,064

Viking Pipe & Supply LLC      Trade              $189,336

Thomas Petroleum Ltd.         Trade              $178,635

FLO CO2                       Trade              $174,250

The petition was signed by Charles L. Mullens, Jr., general
counsel.


CRUSADER ENERGY: Files for Chapter 11 in Dallas, Texas
------------------------------------------------------
Crusader Energy Group Inc.and certain of its affiliated entities
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Northern District of Texas, Dallas Division.

Although the Company is continuing its discussions with various
parties regarding strategic alternatives, which may include a
potential sale of all or substantially all of its assets, a sale
of the Company or reorganizing the Company and its existing
capital structure, the Company determined that, based on the
Company's current financial condition, it was in the best interest
of the Company and all of its stakeholders for the Company to seek
relief under Chapter 11 of the United States Bankruptcy Code.  The
Company also filed several first day motions with the Bankruptcy
Court that, with court approval, will allow the Company to
continue to conduct its business as usual or with minimal
interruption.  The Company expects that it will continue to manage
its properties and operate its business as a "debtor-in-
possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the United States
Bankruptcy Code.

David D. Le Norman, Crusader's CEO and President commented with
respect to the Company's filing, "It's unfortunate that a series
of unrelated events resulted in the Company seeking protection
under the United States Bankruptcy Code.  The Company will
continue to operate and to explore strategic alternatives with the
assistance of Jefferies & Company, Inc., its financial advisors.
The Company's management and Board of Directors believe that the
Chapter 11 proceedings will allow the Company to conduct a process
that will facilitate the Company's efforts to maximize value for
all its stakeholders."

The Company has retained Vinson & Elkins LLP as lead legal counsel
and Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. as
special counsel. In addition, the Company's financial advisors,
Jefferies & Company, Inc., will continue to assist the Company in
evaluating and assessing various financial and strategic
alternatives during the restructure process.

As reported by the Troubled Company Reporter on March 27, 2009,
Crusader Energy -- in connection with its continued evaluation and
assessment of financial and strategic alternatives to address its
$5 million borrowing base deficiency under its senior credit
facility -- elected not to pay the approximately $833,000 first
installment on the repayment of the borrowing base deficiency that
was due March 25, 2009.  The Company had notified the lenders
under the senior credit facility that it had elected to repay the
borrowing base deficiency through six equal monthly installments,
with the first installment due March 25, 2009.

                       About Crusader Energy

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


DANIEL FENEIS: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Daniel George Feneis
        706 5th Avenue North
        Sartell, MN 56377
        Tel: (320) 251-4289

Bankruptcy Case No.: 09-60317

Chapter 11 Petition Date: March 26, 2009

Court: District of Minnesota (Fergus Falls)

Judge: Dennis D. O'Brien

Debtor's Counsel: Erik A. Ahlgren, Esq.
                  erikahlgren@charter.net
                  Ahlgren Law Office
                  617 S. Court St.
                  Fergus Falls, MN 56537
                  Tel: (218) 205-7356

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Minnwest Bank, M.V.            Bank loan         $6,455,487
PO Box 7249                    guaranty
St. Cloud, MN 56302
Attn: Greg Simones
Tel: (320) 253-6000

Pioneer Bank                   Bank loan         $3,795,910
1735 Comm Dr                   guaranty
N. Mankato, MN 56003
Attn: Duane Olenius
Tel: (507) 625-3268

Northern National Bank         Bank loan         $1,762,987
7429 Excelsior Rd              guaranty
Baxter, MN 56425
Attn: Kevin Doty
Tel: (218) 855-1320

American Heritage              Bank loan         $1,397,500
National Bank                  guaranty
PO Box 160
St. Cloud, MN 56302
Attn: Randy Linn
Tel: (320) 252-4200

Plaza Park Bank                Bank loan         $1,026,497
PO Box 337                     guaranty
Waite Park, MN 56387
Attn: James Schleper
Tel: (320) 252-4200

US Bank, N.A.                  Bank loan         $861,642
1015 St. Germain West
St. Cloud, MN 56301
Attn: Mike Markman
Tel: (320) 259-8383

Falcon Nat'l Bank              Bank loan         $662,413
1010 St. Gemain West           guaranty
Attn: Jason Iverson
Tel: (320) 223-6300

Citizens State Bank            Bank loan         $611,598
1212 Crestview Drive           guaranty
Hudson, WI 54016
Attn: Daryl L. Standafer
Tel: (715) 386-9050

Wells Fargo Bank               Bank loan         $516,829
                               guaranty

Shirley Miller                 Stock Purchase    $490,000
                               Agreement

Minnwest Bank,                 Bank loan         $443,162
                               guaranty

Northland Capital Financial    Loan guaranty     $419,615
Services, LLC

Plaza Park Bank                Bank loan         $394,055
                               guaranty

Peoples National Bank of Mora  Bank loan         $349,983
                               guaranty

Chevron TCI                    Guaranty of tax   $300,000
                               credit monies


DEI HOLDINGS: Moody's Withdraws 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings and
outlook on DEI Holdings, Inc.  Concurrently, all ratings were
withdrawn for business reasons.

These ratings were withdrawn:

  -- Corporate family rating at B2;

  -- Probability of default rating at B3;

  -- Senior secured revolver, due 2012, at B2 (LGD 3, 31%)

-- $306 million senior secured term loan, due 2013, at B2
   (LGD 3, 31%)

The ratings outlook was negative.

Moody's last rating action in DEI occurred on March 31, 2008, when
the company's ratings were confirmed.

DEI designs and markets home speakers, consumer branded vehicle
security, vehicle remote start and convenience systems.  Sales for
the twelve months ended September 30, 2008, approximated
$333 million.


DEVELOPERS DIVERSIFIED: Fitch Cuts Preferred Stock Rating to BB+
----------------------------------------------------------------
Fitch Ratings has downgraded these credit ratings of Developers
Diversified Realty Corporation:

  -- Issuer Default Rating to 'BBB-' from 'BBB';

  -- $1.3 billion unsecured revolving credit facilities to 'BBB-'
     from 'BBB';

  -- $1.4 billion unsecured medium-term notes to 'BBB-' from
     'BBB';

  -- $833.0 million unsecured convertible notes to 'BBB-' from
     'BBB';

  -- $555.0 million preferred stock to 'BB+' from 'BBB-'.

In addition, Fitch has removed the ratings from Rating Watch
Negative.  The Rating Outlook is Negative.

The downgrades center on Fitch's view that DDR's leverage and
liquidity position are weak for the rating category and thus
consistent with a 'BBB-' IDR despite recent transactions
positively impacting the company's leverage and liquidity.

With respect to leverage, DDR recently repurchased unsecured notes
at a discount and also announced a binding purchase agreement with
the Otto family -- a large investor in U.S. and European retail
real estate -- to purchase 30 million of DDR's common shares and
warrants entitling the Otto family to purchase an additional 10
million of DDR's common shares.  The Otto family transactions
would improve the company's capital position upon consummation,
but Fitch believes that DDR's risk-adjusted capital ratio (which
was 0.8 times [x] as of Dec. 31, 2008) will remain under pressure
and that its debt-to-undepreciated book capital ratio (which was
59.5% as of Dec. 31, 2008) will remain appropriate for a 'BBB-'
rating.

These transactions have enhanced DDR's liquidity: a previously
announced reduction in the company's common stock dividend and the
intention to distribute the majority of the dividend through the
issuance of new common shares, the aforementioned Otto family
transactions, and a commitment by an affiliate of the Otto family
to provide DDR with a five-year, fixed rate, $60 million secured
mortgage loan.  The company has also recently sold unencumbered
properties and refinanced certain 2009 secured debt maturities.

However, Fitch calculates DDR's sources of liquidity (cash,
availability under the company's $1.325 billion revolving credit
facilities, retained cash flows from operations and the Otto
family transactions and other secured debt refinancings that have
been executed or are expected to be executed in the near term)
less uses of liquidity (pro rata consolidated and unconsolidated
debt maturities and recurring capital expenditures) result in a
liquidity shortfall of approximately $300 million through Dec. 31,
2010.

The liquidity shortfall stems predominantly from the company's
limited availability under its revolving credit facilities as well
as sizeable debt maturities in 2010.  The limited availability
from the revolving credit facilities is due to the fact that DDR
repaid the outstanding balance of unsecured notes that matured in
January 2009 with capacity under the facilities, resulting in
approximately $1.2 billion drawn of $1.325 billion committed.

The IDR and senior unsecured debt ratings are supported by DDR's
large pool of unencumbered assets, including $5.7 billion of total
unencumbered properties as defined in DDR's credit agreements.  In
addition, DDR's fixed charge coverage ratio (defined as recurring
EBITDA less capital expenditures less straight-line rents divided
by interest expense, capitalized interest and preferred dividends)
was 1.7x in 2008, which is appropriate for a 'BBB-' rating.  The
company's adjusted fixed charge coverage ratio (when adjusted for
non-cash straight-line rent adjustments and general and
administrative expenses, and operating cash received from joint
ventures) was 1.9x in 2008.  The company's portfolio quality is
appropriate for an investment-grade rating, as DDR has an interest
in 713 higher-quality shopping centers and other retail assets
across 45 states and other locations as well as a granular tenant
roster.

The Negative Watch has been removed following a review of
additional information provided by the company to Fitch.  The
Negative Outlook takes into account the company's liquidity
shortfall and potential challenges in re-leasing recently vacated
space, including space previously occupied by Mervyns and Circuit
City, which previously declared bankruptcy and have been
liquidated.  Fitch notes that DDR signed 105 new leases
(representing an average rental spread of 10%) and 204 renewal
transactions (at an average spread of 3%) during the fourth
quarter of 2008.  However, portfolio fundamentals may remain under
pressure from declining occupancy associated with tenant
bankruptcies as well as rent relief requests.

These factors may result in revising the Negative Outlook to
Stable at the 'BBB-' rating level:

  -- If in the coming quarters, the company has a liquidity
     surplus;

  -- If the company's risk-adjusted capital ratio at a 'BBB'
     stress level returns to 1.0x (as of Dec. 31, 2008, the
     company had a risk-adjusted capital ratio of 0.8x);

These factors may result in a rating downgrade of the IDR and
senior unsecured debt to 'BB+':

  -- If the company continues to maintain limited availability
     under its revolving credit facilities;

  -- If unencumbered asset coverage of unsecured debt as defined
     under DDR's credit agreements (which was 163% as of Dec. 31,
     2008) continues to decline;

  -- If the company's fixed charge coverage ratio were to sustain
     below 1.5x.

Developers Diversified Realty Corporation is a Cleveland, Ohio-
based equity REIT in the business of acquiring, developing,
redeveloping, owning, leasing, and managing shopping centers.  As
of Dec. 31, 2008, the company had an interest in 713 shopping
centers and other retail assets in 45 states as well as Puerto
Rico, Brazil, Russia and Canada.  In the aggregate, the company
had an interest in 119 million square feet of real estate and as
of Dec. 31, 2008, the company had $10.2 billion in total
undepreciated book assets, $3.3 billion in undepreciated common
book equity, and a total market capitalization of $7.1 billion.


DHP HOLDINGS: Court OKs April 14 Auction for Tools & Heating Units
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
March 18, 2009, bid procedures for the sale of substantially all
of the assets of two of DHP Holdings II Corporation and its
debtor-affiliates' business divisions, Law & Garden Specialty
Tools and Indoor and Outdoor Heating, to the highest bidder at an
auction.

A copy of the approved bid procedures is available at:

          http://bankrupt.com/misc/DHP.BidProcedures.pdf

The assets to be sold consist of the equipment, dies, blueprints,
intellectual property, trademarks, job mapping, and inventory of
Desa Tools and Desa Heating.

The deadline for competing bids is set for 4:00 p.m., Eastern Time
on April 10, 2009.

The auction will be held at 10:00 a.m., Eastern Time on
April 14, 2009, at the offices of Pachulski Stang Ziehl & Jones
LLP, 919 North Market Street, 17th Floor, in Wilmington, Delaware.

The Bankruptcy Court has scheduled a hearing for April 15, 2009,
at 3:00 p.m. Eastern time to approve the sale, and to confirm the
results of any auction.

Objections to the approval of the sale, if any, must be filed with
the Court by 4:00 p.m. prevailing Eastern time on April 10, 2009,
and shall be served so as to be received by that same date and
time on:

  (i) DHP Holdings II Corporation
      Asttn: Craig S. Dean, Chief Restructuring Officer
      2701 Industrial Drive
      Bowling Green, KY 42101,

  ii) counsel for the Debtors:

      Pachulski, Stang, Ziehl & Jones LLP
      Attn: Laura Davis Jones, Esq. and
            Curtis A. Hehn, Esq.
      919 N. Market St., 17th Floor
      Wilmington, DE 19801,

iii) counsel to the Prepetition Senior Agent:

      Latham & Watkins LLP
      Attn: Keith A. Simon, Esq.
      885 Third Avenue
      New York NY 10022

(iv) counsel to FMI Products, LLC:

      Arnold & Porter
      Attn: Gregory C. Fant, Esq.
      777 South Figueroa Street
      44th Floor
      Los Angeles, California 90017

   v) counsel for the Official Committee of Unsecured Creditors:

      Arent Fox LLP
      Attn:   Robert M. Hirsh, Esq.
      1675 Broadway, New York, NY 10019

      Elliott Greenleaf
      Attn: Rafael X. Zahralddin, Esq.
      1105 Market Street, Suite 1700
      Wilmington, DE 19801

The closing on the sale shall occur by no later than April 28,
2009, pursuant to the terms set forth in the Bid Procedures.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors.  The Debtor proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Debtora also proposed Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.  According to Reuters,
as of Nov. 29, the company, along with its nondebtor subsidiaries
and affiliates, had assets of $132.5 million and liabilities of
$133.2 million.

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of other issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.


DHP HOLDINGS II: Seeks Okay of Incentive Plan for Key Employees
---------------------------------------------------------------
DHP Holdings II Corporation and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve a
performance-based incentive plan for participating employees.

The Debtors tell the Court that they have significantly reduced
their work force and are essentially operating with a skeleton
crew in connection with the controlled liquidation of their
assets.  In order to maximize creditor outcomes, the Debtors need
to obtain the best value possible for their remaining assets while
minimizing their administrative costs.  To accomplish this
objective, the Debtors have designed the incentive plan.

The incentive plan consists of three tiers that collectively cover
12 participating employees.

Tier 1 consists of consists of four senior employees, one of whom
is an officer of the Debtors.  Three of the Senior Employees will
receive performance bonuses if the Debtors achieve certain Net
Operating Recoveries of at least $20 million.  The minimum bonus
that each of these Senior Employees would obtain if they meet
their initial performance goal is $4,000.

Net Operating Recoveries means total cash receipts less total
operating disbursements less receivable collections and inventory
liquidation expense.  Proceeds from the sale of real estate are
excluded.  There is no cap upon the performance bonuses that could
be received by each of these Senior Employees, and the ultimate
amount of any such bonuses will depend upon the final Net
Operating Recoveries obtained by the Debtors.

The fourth Senior Employee will receive a $10,000 fixed-amount
performance bonus if he can generate (i) $700,000 or more in cash
inventory sales at standard sales price or greater, and (ii)
assist in a successful sale of the assets of the Specialty Tools
and Desa Heating businesses that generates more than $2 million in
net proceeds to the Debtors' estates.

If all of the Senior Employees achieve their performance goals,
the Debtors' liability on their performance bonuses will range
from $22,000 to $106,000.

The second and third tiers consist of eight rank and file
employees.  Tier 2 is comprised of four employees whose services
are critical to the Debtors' operations during their liquidation.
Their respective bonuses range, on an individual basis, from
$11,500 to $15,000. If all of the Operational Employees achieve
their performance goals, the liability on their performance
bonuses will be $52,300.

Tier 3 consists of four (4) employees whose ongoing support
services are necessary to enable the Senior Employees and
the Operational Employees to achieve their performance goals.  The
Supporting Employees' respective bonuses range, on an individual
basis, from $3,200 to $4,500.  The total cost of
Supporting Employees' performance bonuses is $15,600.

The only information that is not included in the Incentive Plan
Motion is the amount of each Participating Employee's annual
salary and the individualized amounts of the performance bonuses
that are potentially payable to each of the Participating
Employees, which the Debtors have requested to file under seal,
pursuant to Section 107Cb) of the Bankruptcy Code, Bankruptcy Rule
9018 and Local Bankruptcy Rule 9018-(b).

The Debtors tell the Court that the aforementioned information is
highly sensitive and concerns private information for certain
employees that if made public, may cause the loss of said
employees due to "poaching" by other businesses.

                        About DHP Holdings

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Bruce Grohsgal, Esq., Laura Davis Jones, Esq., and Timothy P.
Cairns, Esq., at Pachulski, Stang, Ziehl Young & Jones LLP,
represent the Debtors.  The Debtors proposed AEG Partners as
restructuring consultants, and Craig S. Dean as chief
restructuring officer and Kevin Willis as assistant chief
restructuring officer.  The Debtors also proposed Epiq Bankruptcy
Solutions LLC as claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million to $500 million each.  According to Reuters,
as of Nov. 29, the company, along with its nondebtor subsidiaries
and affiliates, had assets of $132.5 million and liabilities of
$133.2 million.

DESA Holdings Corporation and DESA International LLC filed
voluntary petitions on June 8, 2002.  HIG-DESA Acquisition nka
DESA LLC acquired on Dec. 13, 2002, substantially all assets of
the DESA Entities for $198 million comprised of $185 million in
cash plus unsecured subordinated notes in the original aggregate
amount of $13 million priced at 10% per annum due payable on
Dec. 24, 2007.  The sale closed on Dec. 24, 2002.

The Chapter 11 cases of the form DESA Entities is still
active; However, activity occurring in those cases consists of
limited claims resolution, and required filing of necessary
postconfirmation reports and payment of postconfirmation fees.  No
claims of other issues remain open between the Debtors and the
former DESA Entities.

According to the Troubled Company Reporter on April 22, 2005,
the Hon. Walter Shapero of the United States Bankruptcy Court
for the District of Delaware confirmed the Second Amended Joint
Plan of Liquidation of DESA Holdings Corporation and its debtor-
affiliate -- DESA International LLC.  The Court confirmed the Plan
on April 1, 2005, and Plan took effect the same day.

Kirkland & Ellis, LLP, and Pachulski, Stang, Ziehl Young Jones &
Weintraub, P.C., represented the DESA entities.


DILLARD'S INC: Moody's Downgrades Default Rating to 'B3'
--------------------------------------------------------
Moody's Investors Service downgraded Dillard's, Inc. Probability
of Default Rating to B3 from B2.  In addition, Moody's affirmed
the Corporate Family Rating at B2 and the senior unsecured notes
rating at B3.  The rating outlook remains negative.  The downgrade
of Dillard's Probability of Default Rating reflects the company's
sizable operating loss generated during fiscal year 2008 and
Moody's expectation that the company's performance will remain
weak as it weathers a very challenging consumer spending
environment.

The affirmation of the B2 Corporate Family Rating and senior
unsecured notes reflects Moody's belief that Dillard's material
unencumbered real estate assets should provide a higher than
average recovery in a stress scenario.  Given this, Moody's
increased Dillard's recovery estimate to 65% from the standard
50%.  This results in the Corporate Family Rating being one notch
higher at B2 than the Probability of Default rating at B3.

Dillard's B3 Probability of Default Rating reflects its very weak
credit metrics and Moody's expectation that credit metrics will
remain weak for the next twelve months given the challenging
retail environment.  The rating also reflects the company's
history of very weak execution when compared to its department
store peers and its regional concentration.  Supporting the rating
is the company's good liquidity including its $1.2 billion asset
based revolving credit facility expiring in December 2012.
Positive ratings consideration was also given to the fact that
Dillard's has minimal near term debt maturities and a sizable
portfolio of unencumbered real estate.

The negative outlook reflects the operating performance pressures
Dillard's currently faces given the challenging consumer spending
environment.

This rating was downgraded:

  -- Probability of Default Rating to B3 from B2.

These ratings were affirmed:

  -- Corporate Family Rating at B2;

  -- Senior unsecured notes at B3 (LGD3, 37%);

  -- Senior subordinated notes at Caa1 (LGD5, 72%).

Dillard's Capital Trust I

  -- $200 million preferred stock at Caa1 (LGD5, 72%).

The last rating action on Dillard's was on January 20, 2009, when
its long term ratings, including Corporate Family Rating and
Probability of Default Rating, were downgraded to B2 from B1.

Dillard's, Inc., is a regional department store chain
headquartered in Little Rock, Arkansas.  It operates 315 stores in
29 states with a concentration in Texas and Florida.  Revenues are
about $6.8 billion.


DMI INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: DM Industries, Ltd.
        2320 N.W. 147th Street
        Opa-Locka, FL 33053
        Tel: (305) 685-5739

Bankruptcy Case No.: 09-15533

Type of Business: The Debtor makes portable redwood spas, tubs
                  and showers spas.

Chapter 11 Petition Date: March 27, 2009

Court: Southern District of Florida (Miami)

Debtor's Counsel: Arthur J. Spector, Esq.
                  aspector@bergersingerman.com
                  Berger Singerman, P.A.
                  350 E. Las Olas Blvd., #1000
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 525-9900
                  Fax: (954) 523-2872

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
   ------                      ---------------   ------------
AOC, LLC - Florida             Trade Debt        $280,426
3605 Collections Center Drive
Chicago, IL 60693
Tel: (863) 815-5000

Waterway Plastics              Trade Debt        $268,437
2200 East Sturgis Road
Oxnard, CA 93030
Tel: (8050 981-0262

FW Supply, LLC                 Trade Debt        $227,998
3395 NW 79th Avenue
Miami, FL 33122
Tel: (305) 591-9300

Lucite International, Inc.     Trade Debt        $148,373

Jet Plastics                   Trade Debt        $144,443

Consumer Engineering, Inc      Trade Debt        $139,048

Marathon Electric Mfg Corp.    Trade Debt        $128,233

Pentair Pool Products          Trade Debt        $105,430

Fastbolt Florida Corp          Trade Debt        $93,295

International Plywood, Corp    Trade Debt        $80,467

BASF Corp                      Trade Debt        $79,060

RMI-F                          Trade Debt        $57,516

Confer Plastics Inc.           Trade Debt        $54,770

J R C Transportation Inc.      Trade Debt        $54,325

Aljoma Lumber Inc.             Trade Debt        $54,259

Vartek Industries, LLC         Trade Debt        $53,726

Morbern U.S.A Inc.             Trade Debt        $53,026

A.O. Smith Electrical          Trade Debt        $51,210
Products Co.

Advic Packaging Corp           Trade Debt        $47,737

Hexion Specialty Chemicals     Trade Debt        $44,882
Inc.

The petition was signed by Alan L. Goldberg, president of Crisis
Management, Inc.


DOLLAR GENERAL: Moody's Upgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded the long term debt ratings of
Dollar General Corporation, including the corporate family and
probability of default ratings to B2 from B3.  Moody's also
upgraded the company's speculative grade liquidity rating to SGL-1
from SGL-2.  The outlook is stable.

The upgrade is prompted by Dollar General's continuing improvement
in operating performance, driven by strong comparable store sales
growth and cost efficiencies that has led to improvement in credit
metrics.  In addition, the upgrade reflects Moody's expectation
that the company will continue to perform solidly through the
challenging economic environment.

Dollar General's speculative grade liquidity rating was upgraded
to SGL-1 from SGL-2 largely as a result of the company's
improvement in free cash flow.  Moody's expects the company to
generate solid cash flow from operations to adequately cover its
working capital investment and capital expenditure needs to open
450 new stores.  The company also has minimal mandatory debt
payments over the next year.  Moody's does not expect the company
to heavily rely on its asset backed revolver over the next twelve
months.

The stable rating outlook reflects Moody's expectation that Dollar
General will perform solidly while maintaining adequate debt
protection measures and healthy liquidity.

Dollar General's B2 corporate family rating balances its modestly
leveraged credit metrics, Moody's expectation that the company
will continue to perform solidly through the challenging economic
environment, and its aggressive financial policies.  Its credit
metrics are in line with a high single B rating.  The rating also
reflects the company's dominant position in a segment of retail
which Moody's believe is relatively resistant to economic cycles.

These ratings were upgraded and LGD point estimates adjusted:

  -- Corporate family rating to B2 from B3;

  -- Probability of default rating to B2 from B3;

  -- $1.7 billion first-out term loan to Ba3 (LGD3, 32%) from B1
     (LGD 3, 31%);

  -- $600 million first-loss term loan at to B2 (LGD 4, 56%) from
     B3 (LGD 4, 55%);

  -- $1.175 billion senior unsecured notes to B3 (LGD5, 76%) from
     Caa1 (LGD 5, 75%);

  -- $700 million senior subordinated notes to Caa1 (LGD6, 93%)
     from Caa2 (LGD 6, 93%); and

  -- Speculative grade liquidity rating to SGL-1 from SGL-2.

The last rating action on Dollar General was on September 18,
2008, when its rating outlook was changed to positive from stable
and its corporate family rating was affirmed at B3.

Dollar General Corporation, headquartered in Goodlettsville,
Tennessee, operates over 8,400 extreme value general merchandise
stores in 35 states.  Revenues for the fiscal year ended
January 30, 2009, were nearly $10.5 billion.


DRIVETIME AUTOMOTIVE: Moody's Downgrades Senior Rating to 'Caa2'
----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
rating of DriveTime Automotive Group and DriveTime Acceptance
Corp. to Caa2 from Caa1 and assigned a negative outlook.  The
rating action concludes the review initiated on November 13, 2008.

The downgrade reflects increased concern regarding the company's
operating profile in the face of an economic downturn
substantially more severe than anticipated at the time the review
was initiated.  Moody's said the combination of higher trending
credit losses and higher funding costs are likely to significantly
compress the firm's operating margins.

The rating action also reflects concerns regarding the viability
and sustainability of DriveTime's funding model.  DriveTime
completed the refinancing of its warehouse facilities and received
a debt capital infusion from its shareholder and other investors
in the fourth quarter of 2008.  However, Moody's believes that
DriveTime will continue to be challenged to obtain permanent
financing for its receivables.  This concern relates to the
significant downgrades experienced by the monoline insurers - who
historically have insured DriveTime's term ABS issues - and the
continuation of highly disrupted conditions in the U.S. funding
markets.

These conditions, combined with the short-term nature of the
company's core warehouse and inventory funding facilities, create
an increased risk of default, in Moody's view.

The negative outlook reflects the considerable risks still facing
the company given the severe recession and continued dysfunctional
funding markets.  In order to return to a stable outlook,
DriveTime must demonstrate a sustained return to profitability
while strengthening liquidity alternatives.

The last rating action on DriveTime was on November 13, 2008, when
Moody's downgraded the company's rating and placed the rating on
review for possible downgrade.

DriveTime Automotive Group and DT Acceptance Corp. reported
combined assets of $1.50 billion as of September 30, 2008.  The
firm is headquartered in Phoenix, Arizona.


EDRA BLIXSETH: Files for Chapter 11 Bankruptcy
----------------------------------------------
Edra Blixseth has filed for Chapter 11 bankruptcy protection in
the U.S. Bankruptcy Court in Butte, Montana, Bloomberg News
reports.

According to Bloomberg, Ms. Blixseth listed $500,000 to
$1 billion in debts and $100,000 and $500,000 in assets.

Ms. Blixseth said in a statement, "There were a number of
important factors that contributed to my decision (to file
bankruptcy), including the difficult economic environment that has
prevented me from selling some of my key assets.  My first and
foremost responsibility at this time is my fiduciary
responsibility to see that Yellowstone Club, my other companies,
and myself emerges [sic] from Chapter 11 financially stable and
prosperous for the future."

Bloomberg states that Ms. Blixseth blamed her ex-husband Tim and
others for her financial woes.

Coachella Valley-based Edra Blixseth owns exclusive resorts in
Rancho Mirage and near Yellowstone Park in Montana.  She owns
Porcupine Creek Golf Club in Rancho Mirage and the Yellowstone
Club in Montana.


EDRA BLIXSETH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Edra D. Blixseth
        42765 Dunes View Road
        Rancho Mirage, CA 92270

Bankruptcy Case No.: 09-60452

Type of Business: 09-60452

Debtor-affiliates filing subject to Chapter 11 petitions Nov. 10,
2008:

        Entity                                     Case No.
        ------                                     --------
Yellowstone Mountain Club Inc.                     08-61570

Chapter 11 Petition Date: March 26, 2009

Court: U.S. Bankruptcy Court, District of Montana (Butte)

Judge: Ralph B. Kirscher

Debtor's Counsel: Gary S. Deschenes, Esq.
                  descheneslaw@dslawoffices.net
                  Deschenes & Sullivan Law Offices
                  P.O. Box 3466
                  Great Falls, MT 59403-3466
                  Tel: (406) 761-6112

Estimated Assets: $100 million to $500 million

Estimated Debts: $500 million to $1 billion

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


ENERGY XXI: Moody's Downgrades Corporate Family Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service downgraded Energy XXI Gulf Coast, Inc.'s
Corporate Family Rating and Probability of Default Rating to Caa3
from Caa1 in response to the company's announced borrowing base
redetermination.  Moody's also downgraded the company's senior
unsecured notes rating to Ca (LGD5, 79%) from Caa2 (LGD 5, 72%)
and the Speculative Grade Liquidity Rating to SGL-4 from SGL-3.
The outlook was changed to negative from stable.  Energy XXI is an
indirect wholly owned subsidiary of Energy XXI (Bermuda) Limited.

"Energy XXI's very high debt levels relative to its small short-
lived proved reserve and production base is unsustainable in this
commodity price environment," commented Pete Speer, Moody's Vice-
President.  "The announced borrowing base reduction significantly
reduced the company's already tight liquidity."

EXXI announced yesterday that the borrowing base on its senior
secured revolving credit facility had been reduced to
$240 million and that it expects to be fully drawn under the
revolver with approximately $61 million of cash on hand.  Earlier
this month EXXI announced the monetization of certain oil and
natural gas hedges generating net proceeds of $66.5 million that
were used to pay down revolver borrowings.  The borrowing base was
last redetermined on December 9, 2008 at $400 million, and the
company had approximately $294 million drawn and $87 million of
cash at December 31, 2008.  The substantial reduction of liquidity
over the course of the quarter has further increased the
likelihood of default or debt restructuring in 2009.

At December 31, 2008, pro forma for the reduction in revolver
borrowings, Moody's estimates that EXXI's leverage on proved
developed reserves was around $27/boe and that its leverage on
average daily production was $44,000/boepd.

The last rating action was on May 16, 2007 when Moody's assigned
Energy XXI's initial CFR of Caa1 and the Caa2 ratings on its
$750 million of senior unsecured notes.

Energy XXI Gulf Coast, Inc., is an independent exploration and
production company based in Houston, Texas.


ENTERPRISE PRODUCTS: Fitch Keeps Ratings on Junior Notes at 'BB+'
-----------------------------------------------------------------
Fitch Ratings has affirmed the outstanding ratings of Enterprise
Products Operating LLC:

  -- Issuer Default Rating at 'BBB-';
  -- Senior Unsecured Notes at 'BBB-';
  -- Junior Subordinated Notes at 'BB+'.

This action relates to approximately $8.6 billion of debt
outstanding at EPO.  The Rating Outlook is Stable.

EPO is the operating limited partnership of Enterprise Products
Partners LP (NYSE:EPD).  EPD is a leading publicly traded master
limited partnership engaged in pipeline and midstream services for
the producers and consumers of natural gas liquids, natural gas,
crude oil and petrochemicals.  Enterprise GP Holdings L.P. (Fitch
IDR of 'BB-', Stable Outlook) is the publicly traded owner of
EPD's general partner and approximately 3.0% of its limited
partner interests.  EPE also owns the general partner of TEPPCO
Partners, L.P. (IDR 'BBB-', Stable Outlook) and both general and
limited partner interest in Energy Transfer Equity, L.P. (IDR 'BB-
', Stable Outlook).  Dan Duncan, who owns EPE's general partner,
is the chairman and controlling shareholder of EPCO Holdings,
which owns 78% of EPE's limited partner units as well as direct
limited partner investments in both EPD and TPP.

The decision to affirm ratings and maintain a Stable Outlook is
based on the quality and diversity of the underlying asset base
and resulting cash flow performance, the impact of recently
completed projects, EPO's attempts to partially mitigate commodity
price risk, and a supportive sponsor.

EPO's asset base permeates most major domestic gas producing
basins and is complemented by off-shore activities, significant
gathering and processing operations and large-scale transportation
assets.  EPO operates in nearly every phase of the midstream
energy business and has focused expansion plans in high-growth
production areas including the Piceance Basin, Greater Green River
Basin, Barnett Shale and the Gulf of Mexico.  EPO has recently
completed a large capital program which included its Independence
Hub and Trail as well as the Meeker and Pioneer processing plants
in the Rockies.  During fiscal 2009, EPO is expected to benefit
from the completion of the Sherman Extension Pipeline in the
Barnett Shale, the second phase of the Meeker natural gas
processing facility expansion, and the Shenzi Oil Pipeline among
other projects.  The EBITDA contribution from these projects
should help to offset the weakness caused by current economic
conditions and the effects of lower commodity prices.

As a midstream company, EPO has exposure to commodity prices
through potential demand reduction for transportation and storage
services as well as its substantial gas processing and natural gas
liquids businesses.  Historically, EPD's cash flow benefited from
robust processing margins but current weak commodity prices will
apply pressure to cash flows.  Nearly 70% of gas inlet volumes
processed is done so under fee-based, minimum-fee or percentage of
liquids contracts which help to reduce the impact of lower
commodity prices.  The remaining contracts are keep-whole which
are subject to greater risk.  However, the bulk of EPO's keep-
whole contracts are for processing in the Rockies, which has one
of the highest processing spreads in the U.S. due to a wide gas
basis to Henry Hub.

In addition, EPO manages an active hedging program to lock-in
processing margins.  Approximately 70% of 2009 equity NGL
production is hedged at prices above current market.  It is
worthwhile to note that EPO hedges its NGL margins directly using
liquid markets that extend approximately 12 to 18 months in the
future.  The company does not use crude oil futures as indirect
hedges, which thereby limits the risk of an ineffective hedging
strategy.

Risks inherent with the MLP structure include the need for capital
markets access to fund capital growth due to the payment of
substantially all of distributable cash flow to unit holders and
the risk from aggressive growth strategies to fund distribution
increases.  EPO's management and sponsor (namely Dan Duncan) have
demonstrated an ability to manage these risks through financial
discipline and sound operational strategies.  Additionally, EPCO
has been an additional source of equity for EPO as the company has
reinvested dividends (potentially up to $260 million in 2009) to
improve EPO's liquidity position and credit metrics.  The
company's ownership structure is complicated but it ultimately
leads to Dan Duncan who has significant influence over EPCO
managed operations, including EPO.  Past experiences provide some
comfort that the business will continue to operate under
relatively conservative and sound principals.  Historical actions
include the reduction of the maximum general partner incentive
distribution rights to 25% from 50%, the retention of a
significant percentage of distributable cash flow to help fund
growth, and the partial mitigation of capital markets risk by
providing access to equity at various points throughout the
organizational structure including EPD, Enterprise Products GP and
Duncan Energy Partners (NYSE: DEP).  DEP was formed in 2007 and is
controlled by EPD through its ownership of the general partner and
of 74% of the limited partner units.  EPD's financial reporting
consolidates DEP but DEP's debt is non-recourse to EPO.

Credit positives are partially offset by concerns regarding
continued high levels of capital spending.  While reduced from
peak 2007 and 2008 levels, Fitch expects EPD to spend
approximately $900 million on growth projects in 2009, of which
40%-50% is expected to occur in the first quarter of 2009.  This
spending comes during a time of turbulent capital markets,
increased cost of capital and economic and commodity market
weakness.  However, the company has adequate liquidity to support
its capital spending and has accessed both debt and equity markets
over the past few months to further support its liquidity
position.  Other than a refinancing of an upcoming $500 million
maturity, Fitch expects that a large portion of the company's cash
needs will be funded through the issuance of new equity, equity
contributions from EPCO and EPD's Dividend Reinvestment Program,
retained distributable cash flow, as well as borrowings from EPO's
$1.75 billion revolving credit facility.

In calculating its credit metrics, Fitch adjusts EBITDA to exclude
equity earnings and include cash distributions from affiliates and
debt to account for the 75% equity treatment assigned to EPO's
$1.2 billion junior subordinated notes.  Fitch estimates
consolidated 2009 Debt/EBITDA of 3.7 times (x) and EBITDA interest
coverage of 4.0x.  In its rating deliberations, Fitch will assess
the impact of cash flow growth versus the nature, funding and
timing of future capital projects.


EXTERRAN HOLDINGS: S&P Retains 'BB+' Ratings on Secured Debt
------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Exterran Holdings Inc.'s subordinated debt to
'4', indicating S&P's expectation for average (30% to 50%)
recovery in the event of a default, from '3'.

Standard & Poor's also said its issue-level ratings on Exterran's
secured and subordinated debt remain 'BB+' and 'BB', respectively.
The recovery rating on the company's secured bank debt remains
unchanged at '2' indicating S&P's expectation for a substantial
(70% to 90%) recovery given default.  Standard & Poor's does not
rate the company's asset-backed securitization financing, nor the
debt at Exterran Partners L.P., the company's majority-owned
master limited partnership subsidiary.

"The revision follows an updated recovery analysis to account for
the increased borrowing by the company's special purpose ABS
subsidiary," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.

Houston, Texas-based Exterran provides natural gas compression
products and services to companies that produce, process, gather,
and store natural gas.  The company is the largest domestic
provider of gas compression services.  Exterran also has a growing
international contract compression services business as well as
operations for production and processing, fabrication, and after-
market sales.

                           Ratings List

                     Recovery Rating Revised

                      Exterran Holdings Inc.

                                        To           From
                                        --           ----
           Subordinated Debt            BB           BB
             Recovery Rating             4            3

                         Related Ratings

            Corporate Credit Rating      BB/Stable/--
            Secured Debt                 BB+
             Recovery Rating             2


FANNIE MAE: May Provide Warehouse Funding to Small Mortgage Banks
-----------------------------------------------------------------
A spokesperson for the Federal Housing Finance Agency said that
the agency is looking at ways that Fannie Mae and Freddie Mac
might help revive the market for warehouse loans, which are loans
made to mortgage banks, James R. Hagerty at The Wall Street
Journal reports.

According to WSJ, FHFA CEO John Courson said that he believes that
the regulator can give Fannie Mae and Freddie Mac temporary
authority to help fund warehouse loans without congressional
approval.  "We just don't have the luxury of time for going
through the legislative meat grinder," the report quoted
Mr. Courson as saying.

WSJ relates that mortgage bankers complained about the lack of
warehouse funding, and officials in the Treasury and Federal
Reserve have urged them to seek help from the regulator of Fannie
Mae and Freddie Mac.  Citing mortgage bankers, WSJ states that
consumers will face higher interest rates and slower service if
mortgage banks can't get enough credit to compete with full-
service banks, which have increasing dominance in the mortgage
market.

WSJ notes that mortgage banks are typically small, family-owned
companies and aren't licensed to take deposits and so they don't
have that source of money for their loans.  These banks borrow
money from warehouse lenders, which often are units of larger
banking companies, according to WSJ.

WSJ states that Wall Street investment banks and many large
mortgage lenders were eager to provide warehouse lines of credit
until credit markets froze up in 2007, and now many of those big
institutions have stopped making warehouse loans or have cut back
on that business.

According to WSJ, the regulator has asked representatives of
mortgage banks to come up with a detailed plan for Fannie Mae and
Freddie Mac to help mortgage banks get credit.  The plan should be
ready to be presented to the regulator within about a week, WSJ
states, citing Mr. Courson.  The report states that Fannie Mae and
Freddie Mac may guarantee debt issued by warehouse lenders to make
it easier for them to provide funding to mortgage banks.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FELCOR LODGING: S&P Cuts Corporate Credit Rating to 'B-'
--------------------------------------------------------
On March 27, 2009, Standard & Poor's Ratings Services took various
rating actions on its portfolio of U.S. Lodging companies:

-- S&P placed the long-term ratings of Global Hyatt Corp.
   ('BBB' corporate credit rating), Marriott International Inc.
     ('BBB'), and Starwood Hotels & Resorts Worldwide Inc.
     ('BB+') on CreditWatch with negative implications;

  -- S&P lowered the corporate credit rating on FelCor Lodging
     Trust Inc. to 'B-' from 'B' (the issue-level ratings on the
     company's debt were accordingly lowered by one notch) and
     left them on CreditWatch with negative implications, where
     they were initially placed Feb. 19, 2009; and

  -- S&P affirmed its ratings on Choice Hotels International Inc.
     (BBB/Stable/--), Wyndham Worldwide Corp. (BBB-/Negative/--),
     Host Hotels & Resorts Inc. (BB-/Negative/--), and Gaylord
     Entertainment Co. (B/Negative/--).

The CreditWatch placement for Global Hyatt, Marriott, and Starwood
reflects the significant pace of decline year to date in revenue
per available room in the U.S. and relevant markets outside the
U.S., and S&P's need to address S&P's intermediate-term earnings
expectations for these companies and the related impact on credit
measures.  Data released by Smith Travel Research and other
industry sources over the past several weeks suggest that S&P's
full-year earnings expectations for a number of companies may need
to be revised downward.

S&P already expected credit measures for each of these three
companies to be weak over at least the next 12 months, and before
the CreditWatch placements, S&P's rating outlook for all three
companies was negative.  S&P's review will incorporate the current
difficult operating conditions and whether credit measures for
each company can continue to support existing ratings.

The ratings downgrade and continued CreditWatch listing for FelCor
reflect a worse operating environment than S&P factored into its
previous ratings on the company.  The new 'B-' rating incorporates
a decline in 2009 EBITDA of about 30%, compared to a high-teens
percentage decline factored into the previous rating.

In resolving the CreditWatch listings for Global Hyatt, Marriott,
Starwood, and FelCor, S&P will update its view of the lodging
operating environment in 2009 and 2010, including its expectation
for the timing and pace of recovery.  S&P will also evaluate each
respective company's business mix, liquidity position, and longer-
term financial policy goals where appropriate.  S&P expects to
completes its review in the next 30 days or so.  If rating
downgrades should occur as a result of S&P's review, S&P expects
they would be limited to one notch.

The affirmation of the 'BBB' rating on Choice Hotels reflects the
company's relatively stable cash flow base as a franchisor of
largely economy and mid-scale brands, and adequate flexibility in
its leverage profile versus S&P's mid- to high-2x threshold for
the current rating.  S&P expects that 2009 EBITDA at Choice could
decline slightly more than 10%, and that S&P's measure of adjusted
leverage would likely increase to about 2x--a level in line with
the current rating.

The affirmation of the 'BBB-' rating on Wyndham reflects S&P's
continued expectation for adjusted leverage to be in the high-3x
area at the end of 2009 (which is somewhat weak for S&P's mid- to
high-3x threshold for the rating).  The expected measure
incorporates S&P's belief that 2009 EBITDA will likely decline in
the mid-teens percentage area.  In addition, S&P believes Wyndham
has an adequate intermediate-term liquidity position to cope with
a very high level of variability in operating and financing
conditions in its timeshare business.  The outlook is negative,
reflecting S&P's concern about consumer sentiment toward leisure
spending.  In addition, S&P acknowledge the execution risks
involved in significantly reducing the company's timeshare sales,
operating expenditures, development spending, and financing
requirements -- all with the goal of managing the timeshare
business toward a cash neutral impact on Wyndham's overall cash
flow profile.

The affirmation of the 'BB-' rating on Host reflects S&P's
continued expectation for adjusted net leverage to be in the 7x
area at the end of 2009.  S&P lowered its rating on the company to
'BB-' from 'BB' on Feb. 19.  The downgrade incorporated S&P's
expectation that 2009 EBITDA will likely decline in the 35% area,
resulting in adjusted net debt to EBITDA rising to the
aforementioned 7x area.  S&P believes Host has an adequate
liquidity position, with over $600 million in cash balances at
February 2009 (pro forma for proceeds from the sale of the Hyatt
Regency Boston).  Also, S&P expects Host to maintain an adequate
cushion relative to covenants in its credit facility and bond
indentures over the intermediate term, and it is S&P's view that
near-term maturities are manageable.  The rating outlook is
negative, reflecting the difficult operating environment and weak
expected credit measures for the current rating over the
intermediate term.

The affirmation of the 'B' rating on Gaylord reflects S&P's belief
that the rating can withstand the current difficult lodging
operating environment and a 2009 EBITDA decline (pro forma for a
full year of the Gaylord National Resort and Convention Center) of
up to 30%.  Under this expectation, S&P believes Gaylord would
likely violate its 2x fixed-charge coverage covenant in its credit
facility in 2009, but that lenders would likely be amenable to
waiving or amending the covenant in order to provide temporary
relief.  This is largely because senior secured leverage would
likely remain around or under 5x, which is tolerable, in S&P's
view.  While the current rating anticipates that Gaylord's revenue
and EBITDA could decline further in 2010 off of already depressed
2009 levels, the negative outlook reflects uncertainty around the
ikely pace of moderation in Gaylord's operating performance in
2010.

(S&P expects to publish an individual updated research report for
each company mentioned in this report over next several days.)

                           Ratings List

                        CreditWatch Action

                        Global Hyatt Corp.

                           To                   From
                           --                   ----
Corporate Credit Rating   BBB/Watch Neg/--     BBB/Negative/--

                    Marriott International Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   BBB/Watch Neg/A-3    BBB/Negative/A-3

             Starwood Hotels & Resorts Worldwide Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   BB+/Watch Neg/--     BB+/Negative/--

                           Downgraded

                    FelCor Lodging Trust Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   B-/Watch Neg/--      B/Watch Neg/--

                           Affirmed

                Choice Hotels International Inc.

   Corporate Credit Rating                        BBB/Stable/--

                     Wyndham Worldwide Corp.

  Corporate Credit Rating                        BBB-/Negative/--

                   Host Hotels & Resorts Inc.

  Corporate Credit Rating                        BB-/Negative/--

                   Gaylord Entertainment Co.

   Corporate Credit Rating                        B/Negative/--


FLEXIBLE PACKAGING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Flexible Packaging Company, Inc.
        P.O. Box 4321
        Bayamon, PR 00620-4321

Bankruptcy Case No.: 09-02335

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Packaging Solutions, Inc.                          09-02336
Flepak Investment, Inc.                            09-02337
Flepak Shared Services Division, Inc.              09-02338

Type of Business: The Debtors make and sell plastics foam
                  products.

                  See http://www.flexpackmag.com/

Chapter 11 Petition Date: March 28, 2009

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  wlugo@lugomender.com
                  Lugo Mender & Co.
                  Centro Internacional De Mercadeo
                  Road 165 Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404

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
   ------                      ---------------   ------------
Westernbank                    collateral FMV:   $27,755,202
PO Box 1180                    $9,000,000
Mayaguez, PR 00680

Tecmar International Inc.                        $515,890
593 Avenue Notre Dame
Saint Lambert
Quebec Canada J4P
2k88, QC

Smurfit Stone Puerto Rico                        $345,366
Inc.
Amelia Industrial Park
47 Amelia Street
Guaynabo, PR 00968-8003

Container Board                                  $325,724

Smurfit Stone Puerto Rico Inc.                   $255,358

Schwarz Partners Packaging                       $162,676

137 company employees                            $134,659

Autoridad de Energia Electrica                   $126,704

International Paper                              $121,788

International Paper                              $109,649

Tech-Aerofoam Prod                               $98,865

International Paper Welwood                      $67,574
Finance Limited

GOPLACA                                          $58,928

International Paper                              $58,360

IVEX Protective Packaging                        $53,782

Flepak Shared & Services                         $47,830

Flepak Investment Inc.                           $42,533

Containerboard                                   $36,728

Flepak Shared & Services                         $36,151

Perez Trading Company                            $35,501

The petition was signed by Carlos A. Casellas, president.


FLEETWOOD ENTERPRISES: To Supply Modular Housing to U.S. Army
-------------------------------------------------------------
Fleetwood Enterprises, Inc. said its Trendsetter Homes division
has signed a contract to supply modular military housing to the
U.S. Army for the third phase of construction at Fort Bliss in El
Paso, Texas.  Terms of the multi-million dollar contract were not
disclosed.

To complete Task Order III of the Fort Bliss project, Trendsetter
Homes, Fleetwood's modular division, will continue the offsite
construction of the primary component of the Army's new permanent
barracks at its facility in Belton, Texas.  Trendsetter has
already supplied 18 buildings for the project, composed of 1,176
apartment units.  This phase will entail at least three more
buildings, each of which will have 64 apartments.  Fleetwood
estimates that its Texas plant will build the modules through mid-
May, with site completion continuing through approximately
September. This phase is expected to complete the Unaccompanied
Enlisted Personnel Housing permanent barracks at Fort Bliss.  The
Army is considering a number of similar projects at other bases,
many of which Trendsetter is actively pursuing.

"We are proud of our service to the Army and our ongoing
relationship with the U.S. Army Corps of Engineers," said Charles
E. Lott, President of Fleetwood's Housing Group.  "Working with
our partners, we have successfully accelerated the Army's ability
to provide high quality, modern housing for the Fort Bliss troops.
Fleetwood's modular building process significantly decreases
construction time as well as congestion, noise, and debris
management issues associated with conventional site-built
structures, making it a desirable candidate for numerous other
building applications."

Undertaken by the U.S. Army in support of the Military Housing
Transformation Initiative, the project will contribute to
significantly upgrading on-base housing at Fort Bliss, which
encompasses 1.1 million acres of land. It is also the site of the
Army's Air Defense Artillery Center, responsible for the education
and training of Air Defense Artillery soldiers and units.

Fleetwood has teamed with several companies that have expertise in
various areas of development and construction in connection with
this contract.  Hensel Phelps is the prime contractor and owner of
the government contract; the architectural and engineering
leadership is being provided by The Benham Companies; and The
Warrior Group, which is tasked with delivering completed living
units, contracted with Fleetwood to construct the modular units.

                      About Trendsetter Homes

Trendsetter Homes is the modular housing division of Fleetwood
Homes, which operates 12 facilities nationwide and is
headquartered in Riverside, Calif.  Trendsetter produces modular
residential and commercial buildings in a factory-controlled
environment for residential builders and the military.  The
Trendsetter Homes website can be accessed at www.trend-
setterhomes.com.

                          About Fleetwood

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


FORUM HEALTH: Section 341(a) Meeting Scheduled for May 14
---------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, will
convene a meeting of creditors of Forum Health and its debtor-
affiliates on May 14, 2009, at 1:00 p.m., Nathaniel R. Jones
Federal Building and U.S. Courthouse 10 East Commerce Street,
Room 340 in Youngstown, Ohio.

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

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

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offer health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 16, 2009, (Bankr. N.D. Ohio Lead Case No.: 09-
40795) Paul W. Linehan, Esq. and Shawn M Riley, Esq. at
McDonald Hopkins LLC represents the Debtors in heir resructuring
efforts.  The Debtors propose to employ Michael A. Gallo, Esq. at
Nadler Nadler & Burdman Co., LPA as co-counsel; Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent; and Huron
Consulting Services LLC as financial advisors.  The Debtors listed
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.


FORUM HEALTH: U.S. Trustee Amends Creditors Committee
-----------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, amended
the members of the official committee of unsecured creditors of
Forum Health and its debtor-affiliates.  The Trustee selected GE
Healthcare to replace Standard Textile Co. Inc. because it has
withdrawn from the panel.

The new members of the Committee are:

   1) Service Employees International Union, District 1199
      c/o Rob Johnson
      1395 Dublin Road
      Columbus, OH 43215
      Tel: (614) 461-1199
      Fax: (614) 461-1549

   2) Siemens Medical Solutions USA, Inc.
      c/o John J. Schwab
      51 Valley Stream Parkway
      Malvern, PA 19355
      Tel: (610) 219-3615
      Fax: (610) 219-8333

   3) Owens & Minor Distribution, Inc.
      c/o Richard Thomas Bernhardt
      9120 Lockwood Blvd.
      Mechanicsville, VA 23116-2015
      Tel: (804) 723-7567
      Fax: (804) 723-7118

   4) Neo-Pet LLC
      c/o Carla Miraldi
      34555 Chagrin Blvd., Suite 200
      Cleveland, OH 44022
      Tel: (440) 893-9949
      Fax: (440) 893-9219

   5) GE Healthcare
      c/o Douglas Dietzen
      Mail Stop WT 897
      3200 N. Grandview Blvd.
      Waukesha, WI 53188-1693
      Tel: (262) 521-6696
      Fax: (262) 546-0749

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Based in Warren, Ohio, Forum Health -- http://www.forumhealth.org/
-- offer health care services.  The primary service area consists
of the northeast Ohio counties of Mahoning, Trumbull and
Columbiana; and northeast Ohio counties of Ashtabula, Geauga and
Portage and the Pennsylvania counties of Mercer and Lawrence.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 16, 2009, (Bankr. N.D. Ohio Lead Case No.: 09-
40795) Paul W. Linehan, Esq. and Shawn M Riley, Esq. at
McDonald Hopkins LLC represents the Debtors in heir resructuring
efforts.  The Debtors propose to employ Michael A. Gallo, Esq. at
Nadler Nadler & Burdman Co., LPA as co-counsel; Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent; and Huron
Consulting Services LLC as financial advisors.  The Debtors listed
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.


FREDDIE MAC: May Help Finance Small Mortgage Banks
--------------------------------------------------
A spokesperson for the Federal Housing Finance Agency said that
the agency is looking at ways that Fannie Mae and Freddie Mac
might help revive the market for warehouse loans, which are loans
made to mortgage banks, James R. Hagerty at The Wall Street
Journal reports.

According to WSJ, FHFA CEO John Courson said that he believes that
the regulator can give Fannie Mae and Freddie Mac temporary
authority to help fund warehouse loans without congressional
approval.  "We just don't have the luxury of time for going
through the legislative meat grinder," the report quoted Mr.
Courson as saying.

WSJ relates that mortgage bankers complained about the lack of
warehouse funding, and officials in the Treasury and Federal
Reserve have urged them to seek help from the regulator of Fannie
Mae and Freddie Mac.  Citing mortgage bankers, WSJ states that
consumers will face higher interest rates and slower service if
mortgage banks can't get enough credit to compete with full-
service banks, which have increasing dominance in the mortgage
market.

WSJ notes that mortgage banks are typically small, family-owned
companies and aren't licensed to take deposits and so they don't
have that source of money for their loans.  These banks borrow
money from warehouse lenders, which often are units of larger
banking companies, according to WSJ.

WSJ states that Wall Street investment banks and many large
mortgage lenders were eager to provide warehouse lines of credit
until credit markets froze up in 2007, and now many of those big
institutions have stopped making warehouse loans or have cut back
on that business.

According to WSJ, the regulator has asked representatives of
mortgage banks to come up with a detailed plan for Fannie Mae and
Freddie Mac to help mortgage banks get credit.  The plan should be
ready to be presented to the regulator within about a week, WSJ
states, citing Mr. Courson.  The report states that Fannie Mae and
Freddie Mac may guarantee debt issued by warehouse lenders to make
it easier for them to provide funding to mortgage banks.

                       About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At December 31, 2008, the company's balance sheet showed total
assets of $850.9 billion and total liabilities of $881.6 billion,
resulting in a stockholders' deficit of $30.7 billion.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


FREESCALE SEMICONDUCTOR: Fitch Cuts Issuer Default Rating to 'RD'
-----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of
Freescale Semiconductor Inc. to 'RD' from 'C'.  Subsequently,
Fitch has taken these rating actions:

  -- IDR to 'CCC' from 'RD';

  -- Senior secured bank revolving credit facility to
     'CCC/RR4' from 'CC/RR3';

  -- Senior secured term loans to 'CCC/RR4' from 'CC/RR3';

Fitch also has affirmed the senior unsecured notes and senior
subordinated notes at 'C/RR6'.

Fitch's actions affect approximately $8 billion of total debt,
including the $690 million RCF.

Fitch's actions follow the completion of Freescale's coercive debt
exchange on March 26, 2009, which provided the option for existing
senior secured, as well as existing unsecured note holders to lend
to the company up to $1 billion of incremental senior secured term
loans, in accordance with a debt incurrence carve-out in the
existing senior secured credit agreement.  Existing note holders
exchanged approximately $2.8 billion of various tranches of senior
unsecured and subordinated notes for approximately $924 million of
incremental term loans, resulting in nearly $2 billion of net debt
reduction.  Fitch does not believe any likely outcome of the March
24, 2009 lawsuit filed by existing senior secured lenders seeking
to invalidate the CDE will impact the IDR.  However, Fitch likely
would expand the notching of the existing senior secured debt due
to the resultant higher recovery prospects if the CDE were
invalidated.  While the senior secured bank debt reflects lower
expected recovery rates due to the higher secured debt levels,
Fitch estimates senior secured recovery rates are at the higher
end of the 31%-50% range and, therefore, could be expanded with
improved earnings prospects.

The 'CCC' IDR reflects Fitch's belief that Freescale's free cash
flow usage over the next two years will be meaningful and likely
consume a significant amount of the company's current liquidity.
In the absence of a substantial recovery in the company's
operations or improved access to credit markets, Fitch believes
Freescale will be challenged to meet fixed costs and mandatory
debt amortization over the longer term.  Proforma for the
reduction in cash interest savings resulting from the CDE, the
company's January 2009 draw down on the RCF, and likely continued
election to PIK interest payments on the approximately
$550 million of 9.125% senior notes, Fitch estimates annual
maintenance capital expenditures and cash interest expenses will
be approximately $600-$700 million.

Fitch believes Freescale's liquidity, while sufficient in the near
term, will weaken over the next two years.  Proforma for the $184
million January 2009 draw down on its RCF, liquidity as of Dec.
31, 2008, consisted of approximately $1.6 billion of cash and
equivalents and approximately $35 million of remaining
availability under the senior secured RCF due 2012.  Incorporated
into Fitch's expectations for negative free cash flow in 2009 is
Fitch's anticipation of lower profitability and the potential for
additional cash restructuring charges.  Moreover, consistent with
Fitch's current outlook for the semiconductor industry, Fitch
believes that risks have significantly increased for a greater
than 10% decline in the overall semiconductor industry in 2009 and
that there are limited prospects for a meaningful demand rebound
in 2010.

Freescale has no debt amortization until December 2012 (aside from
approximately $44 million per year under the term loan facility,
including incremental term loan-related amortization of
approximately $9.2 million), and the company has no financial
covenants.  On Dec. 31, 2008 and proforma for the RCF draw and
CDE, total debt was approximately $8 billion and consisted
primarily of:

  -- $640 million outstanding under the company's $690 million
     revolving credit facility due December 2012 (as well as
     approximately $15 million outstanding under letters of
     credit);

  -- Approximately $3.4 billion of a senior secured term loan
     expiring Dec. 1, 2013;

  -- Approximately $924 million of incremental senior secured
     term loans expiring Dec. 1, 2014, which will pay interest at
     12.5% per annum and are pari passu with existing senior
     secured lenders;

  -- Approximately $194 million of floating-rate senior notes due
     2014;

  -- Approximately $543 million of 9.125% PIK senior notes due
     2014;

  -- Approximately $1.4 billion of 8.875% senior notes due 2014;

  -- Approximately $765 million of 10.125% senior subordinated
     notes due 2016.

The Recovery Ratings for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
belief that Freescale's enterprise value, and hence recovery rates
for its creditors, will be maximized in a restructuring (as a
going concern) rather than liquidation scenario.  In deriving a
distressed enterprise value, Fitch applies a 50% discount to
Fitch's forecast of Freescale's operating EBITDA for fiscal year
2008 of approximately $1 billion.  While this distressed
profitability level falls just short of covering interest expense
and maintenance capital spending, the discount reflects Fitch's
expectations for meaningful degradation in Freescale's
profitability in 2009 and is supported by the company's January
2009 draw on its RCF.  Fitch applies a 5 times (x) distressed
EBITDA multiple.  As is standard with Fitch's recovery analysis,
the revolver is assumed to be fully drawn (Freescale has an
additional $35 million available, proforma for the RCF draw) and
cash balances fully depleted to reflect a stress event.  The
resultant weaker recovery ratings for the senior secured lenders
(to 'RR4' from 'RR3') reflect the approximate $924 million of
incremental senior secured debt and equates to Fitch's belief that
recovery of 31%-50% is likely, although expectations are at the
high end of this range.  The 'RR6' (0%-10%) for Freescale's senior
and senior subordinated notes reflects Fitch's belief that minimal
recovery, if any, is realistic for these instruments.


FREESCALE SEMICONDUCTOR: Moody's Raises Ratings to 'Caa1/LD'
------------------------------------------------------------
Moody's Investors Service raised Freescale Semiconductor, Inc.'s
probability of default rating to Caa1/LD from Ca reflecting the
final closing of Freescale's debt exchange transaction.  Moody's
also downgraded the rating on the senior secured bank facilities
to B2 from B1 and assigned a B2 rating to the new senior secured
incremental term loan.  Moody's affirmed Freescale's corporate
family, unsecured long-term debt and speculative grade liquidity
ratings, and adjusted the loss given default assessments to
reflect the new post-debt exchange capital structure.  In
approximately three business days, Moody's will remove the LD
designation from the PDR.  The outlook remains negative.  To the
extent that senior lender plaintiffs are successful in their
pending lawsuit against Freescale to block the debt exchange,
Moody's could lower the ratings.

The Exchange Transaction resulted in a swap of senior unsecured
and junior debt (at a substantial discount) for a new first lien
term loan.  Existing noteholders that elected to participate in
the Exchange Transaction accepted principal reductions of between
62-75%, depending upon the class of notes.  Moody's views the
exchange as a distressed exchange for the particular securities
involved, and reflects that a limited default has occurred through
the assignment of the probability of default rating of Caa1/LD
(Limited Default).

The rating on the senior secured bank credit facilities was
lowered to reflect a higher expected loss driven by the reduced
senior and junior unsecured positions (support) in the capital
structure as well as the expanded size of the senior secured
creditor class.

The debt exchange was funded with $923.6 million of a new
incremental term loan maturing 2014, accessed via the accordion
feature under the existing secured bank facilities.  Freescale
received commitments representing approximately $2.8 billion face
amount of unsecured notes.  As of March 17, 2009, the debt
exchange closed with respect to the senior floating rate notes,
senior fixed rate notes and senior subordinated notes.  However,
Freescale extended the commitment date for the senior toggle notes
to March 24 to allow greater participation in the incremental term
loan.  With the senior toggle notes closing on March 26, the debt
exchange resulted in an approximate
$1.9 billion net reduction in debt and roughly $140 million of
annual interest expense savings.

The Exchange Transaction produced a modest improvement in leverage
and interest coverage.  However, the company's Caa1 CFR and
Caa1/LD PDR as well as its negative rating outlook reflect
Freescale's very weak credit metrics, and the prospect that a
further debt restructuring could occur within the next two years.
Moody's believes that demand for automotive embedded processors
will continue to drop in 2009 given deteriorating macro-economic
conditions, and that Freescale's operating performance will
continue to suffer, especially since the company has materially
downsized its cellular business.  Although Freescale maintains
adequate liquidity, its capital structure appears unsustainable
over the medium term unless global automotive volumes rebound
significantly.  Consolidated debt/EBITDA and EBITDA less
capex/interest metrics (incorporating Moody's standard analytic
adjustments), are approximately 9.0 times and 1.2 times
respectively, and are likely to deteriorate in 2009.

Freescale's speculative grade liquidity rating of SGL-3 reflects
adequate liquidity.  The company is expected to generate negative
free cash flow over the next four quarters offset by $1.6 billion
of cash balances.  Despite no debt maturities over the next three
years and no financial covenants, financial flexibility has
markedly diminished, in Moody's opinion, given that the company
has drawn $644 million under its $750 million revolver (which is
effectively a $690 million revolver given that the $60 million
commitment from Lehman Commercial Paper, Inc. is not expected to
be honored).

This rating was upgraded:

  -- Probability of Default Rating to Caa1/LD from Ca

These ratings were downgraded:

  -- $ 750 Million Senior Secured Revolving Credit Facility due
     2012 to B2 (LGD-3, 30%) from B1 (LGD-2, 17%)

  -- $3.5 Billion Senior Secured Term Loan B Facility due 2013 to
     B2 (LGD-3, 30%) from B1 (LGD-2, 17%)

This rating was assigned:

* $923.6 Million Senior Secured Incremental Term Loan due 2014 --
  B2 (LGD-3, 30%)

These ratings were affirmed and assessments changed:

* Corporate Family Rating (New) -- Caa1

* $2.35 Billion Senior Unsecured Notes due 2014, currently Caa2,
  LGD assessment revised to (LGD-5, 80%) from (LGD-4, 65%)

* $ 500 Million Senior Unsecured Floating Rate Notes due 2014,
  currently Caa2, LGD assessment revised to (LGD-5, 80%) from
  (LGD-4, 65%)

* $1.5 Billion Senior Unsecured Toggle Notes due 2014, currently
  Caa2, LGD assessment revised to (LGD-5, 80%) from (LGD-4, 65%)

* $1.6 Billion Senior Subordinated Unsecured Notes due 2016,
  currently Caa3, LGD assessment revised to (LGD-6, 94%) from
  (LGD-6, 92%)

* Speculative Grade Liquidity Rating - SGL- 3

The last rating action was on February 19, 2009, when Moody's
downgraded Freescale's PDR to Ca to reflect Moody's view that the
debt exchange offer was a distressed exchange.

Freescale's ratings were assigned by evaluating factors Moody's
believe are relevant to the credit profile of the issuer, such as:
(i) the business risk and competitive position of the company
versus others within the industry; (ii) the capital structure and
financial risk of the company; (iii) the projected performance of
the company over the near-to-intermediate term; and (iv)
management's track record and tolerance for risk.

Headquartered in Austin, Texas, Freescale Semiconductor, Inc.,
designs and manufactures embedded semiconductors for the
transportation, networking and wireless markets.  The company was
separated from Motorola via IPO in July 2004 and taken private in
a leveraged buyout in December 2006.  Revenues for the twelve
months ended December 31, 2008, were $5.2 billion.


FREESCALE SEMICONDUCTOR: S&P Cuts Corp. Credit Rating to 'SD'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and other ratings on Austin, Texax-based
Freescale Semiconductor Inc. to 'SD' (selective default) from
'CC', and removed the ratings from CreditWatch, where they were
placed on Feb. 10, 2009, with negative implications.  The issue-
level ratings on the company's senior unsecured and subordinated
notes were lowered to 'D' from 'C'.

The rating actions follow the closing of the company's invitation
to bondholders to exchange notes for participation in a new
incremental secured term loan.  All of the company's senior
unsecured and subordinated note holders participated to some
degree in the exchange.  Based on the outcome of the offer,
whereby $2.8 billion of debt was exchanged for an aggregate of
$924 million face amount of senior secured term debt, S&P expects
to raise its corporate credit rating on Freescale to 'B-', with a
negative outlook, before March 31, 2009.  While the company has
successfully removed over $1.9 billion of debt and reduced its
interest burden, the company will remain very highly leveraged.
S&P expects debt to EBITDA to be over 10X by the end of 2009.

"The 'SD' rating reflects our view that the transaction was a
distressed exchange offer that was tantamount to default, given
that the participation in the new term loan represented a
substantial discount to the par amount of the issues exchanged,
and that the company's highly leveraged financial condition led us
to conclude that a deleveraging recapitalization was inevitable,
despite adequate liquidity to cover required payments over the
near to mid-term," said Standard & Poor's credit analyst Lucy
Patricola.

Notching on the senior unsecured and subordinated issue level
ratings is expected to remain unchanged, despite a likely revision
in the recovery rating on the senior secured issues to '4',
indicating average (50% to 70%) recovery in the event of a payment
default, from '3', reflecting the addition of secured debt in the
capital structure.


GAYLORD ENTERTAINMENT: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------------
On March 27, 2009, Standard & Poor's Ratings Services took various
rating actions on its portfolio of U.S. Lodging companies:

-- S&P placed the long-term ratings of Global Hyatt Corp.
   ('BBB' corporate credit rating), Marriott International Inc.
     ('BBB'), and Starwood Hotels & Resorts Worldwide Inc.
     ('BB+') on CreditWatch with negative implications;

  -- S&P lowered the corporate credit rating on FelCor Lodging
     Trust Inc. to 'B-' from 'B' (the issue-level ratings on the
     company's debt were accordingly lowered by one notch) and
     left them on CreditWatch with negative implications, where
     they were initially placed Feb. 19, 2009; and

  -- S&P affirmed its ratings on Choice Hotels International Inc.
     (BBB/Stable/--), Wyndham Worldwide Corp. (BBB-/Negative/--),
     Host Hotels & Resorts Inc. (BB-/Negative/--), and Gaylord
     Entertainment Co. (B/Negative/--).

The CreditWatch placement for Global Hyatt, Marriott, and Starwood
reflects the significant pace of decline year to date in revenue
per available room in the U.S. and relevant markets outside the
U.S., and S&P's need to address S&P's intermediate-term earnings
expectations for these companies and the related impact on credit
measures.  Data released by Smith Travel Research and other
industry sources over the past several weeks suggest that S&P's
full-year earnings expectations for a number of companies may need
to be revised downward.

S&P already expected credit measures for each of these three
companies to be weak over at least the next 12 months, and before
the CreditWatch placements, S&P's rating outlook for all three
companies was negative.  S&P's review will incorporate the current
difficult operating conditions and whether credit measures for
each company can continue to support existing ratings.

The ratings downgrade and continued CreditWatch listing for FelCor
reflect a worse operating environment than S&P factored into its
previous ratings on the company.  The new 'B-' rating incorporates
a decline in 2009 EBITDA of about 30%, compared to a high-teens
percentage decline factored into the previous rating.

In resolving the CreditWatch listings for Global Hyatt, Marriott,
Starwood, and FelCor, S&P will update its view of the lodging
operating environment in 2009 and 2010, including its expectation
for the timing and pace of recovery.  S&P will also evaluate each
respective company's business mix, liquidity position, and longer-
term financial policy goals where appropriate.  S&P expects to
completes its review in the next 30 days or so.  If rating
downgrades should occur as a result of S&P's review, S&P expects
they would be limited to one notch.

The affirmation of the 'BBB' rating on Choice Hotels reflects the
company's relatively stable cash flow base as a franchisor of
largely economy and mid-scale brands, and adequate flexibility in
its leverage profile versus S&P's mid- to high-2x threshold for
the current rating.  S&P expects that 2009 EBITDA at Choice could
decline slightly more than 10%, and that S&P's measure of adjusted
leverage would likely increase to about 2x--a level in line with
the current rating.

The affirmation of the 'BBB-' rating on Wyndham reflects S&P's
continued expectation for adjusted leverage to be in the high-3x
area at the end of 2009 (which is somewhat weak for S&P's mid- to
high-3x threshold for the rating).  The expected measure
incorporates S&P's belief that 2009 EBITDA will likely decline in
the mid-teens percentage area.  In addition, S&P believes Wyndham
has an adequate intermediate-term liquidity position to cope with
a very high level of variability in operating and financing
conditions in its timeshare business.  The outlook is negative,
reflecting S&P's concern about consumer sentiment toward leisure
spending.  In addition, S&P acknowledge the execution risks
involved in significantly reducing the company's timeshare sales,
operating expenditures, development spending, and financing
requirements -- all with the goal of managing the timeshare
business toward a cash neutral impact on Wyndham's overall cash
flow profile.

The affirmation of the 'BB-' rating on Host reflects S&P's
continued expectation for adjusted net leverage to be in the 7x
area at the end of 2009.  S&P lowered its rating on the company to
'BB-' from 'BB' on Feb. 19.  The downgrade incorporated S&P's
expectation that 2009 EBITDA will likely decline in the 35% area,
resulting in adjusted net debt to EBITDA rising to the
aforementioned 7x area.  S&P believes Host has an adequate
liquidity position, with over $600 million in cash balances at
February 2009 (pro forma for proceeds from the sale of the Hyatt
Regency Boston).  Also, S&P expects Host to maintain an adequate
cushion relative to covenants in its credit facility and bond
indentures over the intermediate term, and it is S&P's view that
near-term maturities are manageable.  The rating outlook is
negative, reflecting the difficult operating environment and weak
expected credit measures for the current rating over the
intermediate term.

The affirmation of the 'B' rating on Gaylord reflects S&P's belief
that the rating can withstand the current difficult lodging
operating environment and a 2009 EBITDA decline (pro forma for a
full year of the Gaylord National Resort and Convention Center) of
up to 30%.  Under this expectation, S&P believes Gaylord would
likely violate its 2x fixed-charge coverage covenant in its credit
facility in 2009, but that lenders would likely be amenable to
waiving or amending the covenant in order to provide temporary
relief.  This is largely because senior secured leverage would
likely remain around or under 5x, which is tolerable, in S&P's
view.  While the current rating anticipates that Gaylord's revenue
and EBITDA could decline further in 2010 off of already depressed
2009 levels, the negative outlook reflects uncertainty around the
ikely pace of moderation in Gaylord's operating performance in
2010.

(S&P expects to publish an individual updated research report for
each company mentioned in this report over next several days.)

                           Ratings List

                        CreditWatch Action

                        Global Hyatt Corp.

                           To                   From
                           --                   ----
Corporate Credit Rating   BBB/Watch Neg/--     BBB/Negative/--

                    Marriott International Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   BBB/Watch Neg/A-3    BBB/Negative/A-3

             Starwood Hotels & Resorts Worldwide Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   BB+/Watch Neg/--     BB+/Negative/--

                           Downgraded

                    FelCor Lodging Trust Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   B-/Watch Neg/--      B/Watch Neg/--

                           Affirmed

                Choice Hotels International Inc.

   Corporate Credit Rating                        BBB/Stable/--

                     Wyndham Worldwide Corp.

  Corporate Credit Rating                        BBB-/Negative/--

                   Host Hotels & Resorts Inc.

  Corporate Credit Rating                        BB-/Negative/--

                   Gaylord Entertainment Co.

   Corporate Credit Rating                        B/Negative/--


GINTER PLACE: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Ginter Place Associates, LLC
                c/o C&T Realty, LLC
                1300 Westwood Avenue
                Richmond, VA 23228

Case Number: 09-31904

Involuntary Petition Date: March 26, 2009

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Petitioner's Counsel: Kevin J. Funk, Esq.
                      kfunk@cantorarkema.com
                      Cantor Arkema, P.C.
                      1111 East Main Street, 16th Floor
                      Post Office Box 561
                      Richmond, VA 23218-0561
                      Tel: (804) 644-1400
                      Fax: (804) 225-8706

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
James S. Ray                   loan                 $30,000
7515 Fawndale Drive
Chesterfield, VA  23832

G. Thomas Bondurant            loan                 $30,000
7921 Penniman Place
Richmond, VA 23229

Troutman Sanders LLP           loan                 $40,921
1001 Haxall Point
Richmond, VA 23219


GENERAL GROWTH: Consent Deadline Expires; Talks with Lenders Go On
------------------------------------------------------------------
General Growth Properties, Inc., said it was continuing
discussions with the ad hoc committee of the holders of all series
of The Rouse Company LP unsecured notes and its syndicate of
lenders under the 2006 Senior Credit Agreement, since TRCLP did
not achieve the minimum acceptance levels for the previously
announced consent solicitation from the holders TRCLP Notes to
forbear from exercising remedies with respect to various payment
and other defaults under the TRCLP Notes.  Accordingly, the
consent solicitation expired as of 5:00 p.m., New York City time,
on March 27, 2009 in accordance with its terms.

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

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

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

The minimum acceptance levels for each series of the TRCLP Notes
are:

   -- 90% of the 3.625% Notes due 2009 and the 8% Notes due 2009;
      and

   -- 75% of the 7.20% Notes due 2012, the 5.375% Notes due 2013
      and the 6 3/4% Notes due 2013.

"Although we did not achieve the minimum acceptance levels for
each series of notes, we did receive a significant number of
consents from the holders of all five series," said Adam Metz,
CEO. "We are grateful for the support we received from the holders
of the TRCLP Notes and we are working with the representatives of
the TRCLP Notes and the 2006 Senior Credit Agreement lenders to
address the credit crisis facing the Company."

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

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

                         *     *     *

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


GENERAL MOTORS: Gov't Gives 60-Day Deadline for Restructuring Plan
------------------------------------------------------------------
FOXNews.com reports that the Obama administration has decided to
give Chrysler LLC 30 days to work out a deal with Fiat SpA and
give General Motors Corp. 60 days to come up with a new
restructuring plan.

FOXNews.com states that Chrysler isn't viable as a standalone
company and was "never in position to pay down its debt," while GM
is a global company with "a more substantial collection of assets
and brands."  According to FOXNews.com, Chrysler and GM will be
provided with some working capital during those time periods.

FOXNews.com relates that the Obama administration said that GM and
Chrysler failed to submit acceptable plans to receive more bailout
money.  The report states that the administration has decided not
to require the two firms to immediately repay government loan
money they previously received, since that would force them into
Chapter 11 bankruptcy.  GM and Chrysler must submit restructuring
plans by March 31, but the firms aren't expected to finish its
work, according to the report.

According to FOXNews.com, Chrysler's potential deal with Fiat has
these requirements: Fiat's ownership must initially be less than
the 35% government stake in the Company, and must not to increase
to above 49% until the new loan money is fully repaid.  Chrysler,
states the report, will be provided up to $6 billion in additional
working capital during the restructuring period.

The Obama administration, FOXNews.com says, will appoint a Labor
Department official to minimize the impact of restructuring on
communities where auto plants are located by coordinating support
for workers and their families.

The Loan and Security Agreement of December 31, 2008, between the
GM and the United States Department of the Treasury laid out
conditions that needed to be met by March 31, including the
approval of Labor Modifications, VEBA Modifications, and the
commencement of a Bond Exchange.  The steps have not been
completed, nor are they expected to be completed by March 31.  As
a result, GM has not satisfied the terms of its loan agreement.

Additionally, after substantial effort and review, the President's
Designee has concluded that the GM plan, in its current form, is
not viable and will need to be restructured substantially while GM
operates under an amendment to the existing LSA.  It is strongly
believed that such a substantial restructuring will lead to a
viable GM.

GM has been losing market share to its competitors for decades,
yet its plan assumes only a very moderate decline, despite
reducing fleet sales and shuttering brands that represent 1.8% of
its current market share.

The plan assumes improvement in net price realization despite a
severely distressed market, lingering consumer quality
perceptions, and an increase in smaller vehicles (where the
Company has previously struggled to maintain pricing power).

The Company is currently burdened with underperforming brands,
nameplates and an excess of dealers.  The plan does not act
aggressively enough to curb these problems.

GM earns a large share of its profits from high-margin trucks and
SUVs, which are vulnerable to a continuing shift in consumer
preference to smaller vehicles.  Additionally, while the Chevy
Volt holds promise, it will likely be too expensive to be
commercially successful in the short-term.

In GM's plan, its cash needs associated with legacy liabilities
grow to unsustainable levels, reaching approximately $6 billion
per year in 2013 and 2014.

The Company continues to experience negative free cash flow
(before financing but after legacy obligations) through the
projection period, failing a fundamental test of viability.
Although the Company has made meaningful progress in its
turnaround plan over the last few years, the progress has been far
too slow, allowing the Company to continue to lag the best-in-
class competitors.  As a result, the President's Designee has
found that General Motors' plan is not viable as it is currently
structured.  However, because of GM's scale, franchise and
progress to date, we believe that there could be a viable business
within GM if the Company and its stakeholders engage in a
substantially more aggressive restructuring plan.

A copy of the "Determination of Viability Summary" for GM is
available at http://ResearchArchives.com/t/s?3ae8

Matthew Dolan at The Wall Street Journal relates that the auto
task force believes GM can bounce back and become a competitive
auto maker if it shakes up its management and dramatically
accelerates its restructuring efforts.  WSJ quoted the task force
as saying, "A great deal of progress needs to be made, and GM's
plan contemplates initiatives that will take many years to
complete."

Majority of GM's directors would be replaced and long-time
director Kent Kresa would serve as interim chairperson, WSJ
states, citing the task force.

According to WSJ, GM has massive obligation to its retirees, and
the task force found that the Company's plan to deal with retiree
health care and pensions "grow to unsustainable levels, reaching
approximately $6 billion per year in 2013 and 2014."  Citing the
auto task force, WSJ states that GM would have to sell 900,000
additional cars a year to pay those bills.

Peter A. McKay and Rob Curran at WSJ says that GM shares shed 25%
as turmoil in the auto industry and depleted hope for financial
and economic stability eroded much of the market's March gains.

         CEO Resignation May Help Firm Avert Bankruptcy

Susan Tompor at Detroit Free Press reports that CEO Richard
Wagoner's resignation could help GM avoid bankruptcy.  David
Sowerby, portfolio manager for Loomis, Sayles in Bloomfield Hills,
said that GM stock could rally on word of the resignation because
historically, stocks tend to rally when a chairperson resigns
after being unsuccessful in creating shareholder wealth.  Many on
Wall Street and outside of Detroit have wondered why Mr. Wagoner
continued to run GM despite the Company's history of financial
troubles, Free Press states.  The report says that some investors
have made money on GM stock, but long-term investors have been
badly disappointed.

               GM Posts $9.6BB Fourth Quarter Loss

Cynthia Vega at WFAA-TV reports that GM posted a $9.6 billion
fourth-quarter loss and said that it burned through $6.2 billion
of cash.

GM said on Thursday that it lost about $30.9 billion for the full
year 2008 and expects an opinion from its auditors as to whether
the Company remains a "going concern" when its annual report is
issued in March, WFAA-TV states.

                       About General Motors

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

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

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

As reported in the Troubled Company Reporter on Nov. 10, 2008,
General Motors Corporation's balance sheet at Sept. 30, 2008,
showed total assets of US$110.425 billion, total liabilities of
$170.3 billion, resulting in a stockholders' deficit of
$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 Mulls Asset Division & Bankruptcy for Firm
----------------------------------------------------------------
Jeffrey McCracken, John D. Stoll, and Neil King Jr. at The Wall
Street Journal report that the Obama administration is considering
a plan to fix General Motors Corp. and Chrysler by dividing their
"good" and "bad" assets and putting them into bankruptcy to
eliminate their biggest problems.

For several months, GM and Chrysler have had bankruptcy attorneys
work out plans to divide their firms in two, WSJ states.  Citing
people familiar with the matter, WSJ says that Mr. Obama's task
force has told GM and Chrysler that the administration prefers
this route as a way to reorganize them, rather than the prolonged
out-of-court process that has frustrated administration officials.

According to WSJ, an administration official said that the
government eyes the "good" GM as an independent company comprised
of brands like Chevrolet and Cadillac, while the "good" Chrysler
would be sold to Fiat SpA.  The government will "be deciding which
plants will survive and which won't," WSJ reports, citing
Republican Sen. Bob Corker of Tennessee.

WSJ relates that President Barack Obama reiterated that the
government had no intention of running GM.

WSJ says that the government wants to speed up government fleet
purchases, and to support a congressional bid to offer large tax
incentives for new car purchases, with money for the program
coming out of the $787 billion stimulus package.  The Internal
Revenue Service was creating a new tax benefit for car buyers, WSJ
states, citing President Obama.

GM CEO Fritz Henderson, WSJ relates, has admitted that bankruptcy
was very much a possibility.  WSJ, citing auto executives and
Obama aides, says that the bankruptcy route isn't preferred or in
anyway preordained.  WSJ notes that GM and Chrysler could avoid
that outcome if they manage in coming weeks to strike tough
bargains with their shareholders, creditors, and the union.
According to the report, the United Auto Workers must agree to an
entirely new labor contract, including major reductions in health-
care benefits.

WSJ reports that the "good" GM wouldn't be expected to hold the
tens of billions of dollars in retiree and health care obligations
that hurt the Company in recent decades, as those obligations
would be transferred to an "old GM," made up of less-desirable
brands like Hummer and Saturn, and underperforming plants and
other assets.  The report states that the "old GM" would likely be
in bankruptcy much longer while a buyer is sought for the parts or
it is wound down, and proceeds from the sale would be used to pay
claims to various creditors, including the GM retirees.

Citing people familiar with the matter, WSJ says that on the first
day in bankruptcy, GM would transfer the valued assets to new GM.
A marketing and advertising campaign would then be launched for
the new firm to comfort consumers about warranties on new and
existing vehicles, the resale value of their vehicles, and the
ability to purchase replacement parts, WSJ relates.

According to WSJ, the "new GM" would have a less-burdened balance
sheet than what the Company currently has.  WSJ, citing people
familiar with the matter, states that one debt that would stay
with the new GM is the $20 billion or so that the federal
government has lent to it.

WSJ relates that shares in the new GM likely would be held by the
old GM, which could sell them in an initial public offering or
offer them to large investors.  WSJ says that if a new labor
agreement can be reached with the UAW, its retiree health-care
fund would likely get some shares or proceeds from the sale of the
stock.  WSJ states that other creditors would also get proceeds.

According to WSJ, people familiar with the matter said that GM and
Chrysler's debtor-in-possession would have to be funded by the
government at a cost of tens of billions of dollars.

                     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.


GHOST TOWN: Bankr. Administrator Picks 3-Member Creditors Panel
---------------------------------------------------------------
The Bankruptcy Administrator for Western District of North
Carolina appoints three members to the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Ghost Town
Partners, LLC.

The Committee members are:

1. Caroline-A-Contracting
   Attn: Burton Edwards
   152 Sanibel Lane
   Maggie Valley, NC 28751

2. Cherokee Boys Club, Inc.
   Attn: Frank Cooper
   P.O. Box 507
   Cherokee, NC 28719

3. RG Consultants LLC
   Attn: Roger Gardner
   10 Town Plaza No. 436
   Durango, CO 81301

Based in Waynesville, North Carolina, Ghost Town Partners, LLC
operates an amusement park.  The Debtor filed for Chapter  11
protection on March 11, 2009, (Bankr. W. D. N.C. Case No.: 09-
10271) David G. Gray, Esq. at Westall, Gray, Connolly & Davis,
P.A. represents the Debtor in its restructuring efforts.  The
Debtor listed total assets of $13,035,300 and total debts of
$12,305,672.


GHOST TOWN: Objects to Unsecured Creditors Committee Appointment
----------------------------------------------------------------
Ghost Town Partners, LLC, objected to the Bankruptcy
Administrator's appointment of Carolina-A-Contracting as a member
of the Official Committee of Unsecured Creditors.

The Debtor relates that Carolina-A-Contracting is a disputed
creditor who may not have a claim in this proceeding.  Carolina-A-
Contracting performed some construction work for the Debtor, a
wall, which is and has failed, creating a dispute concerning
payment.

The Debtor asks the Court to remove Carolina-A-Contracting from
the Official Committee of Unsecured Creditors.

Based in Waynesville, North Carolina, Ghost Town Partners, LLC,
operates an amusement park.  The Debtor filed for Chapter 11
protection on March 11, 2009, (Bankr. W. D. N.C. Case No.: 09-
10271) David G. Gray, Esq. at Westall, Gray, Connolly & Davis,
P.A. represents the Debtor in its restructuring efforts.  The
Debtor listed total assets of $13,035,300 and total debts of
$12,305,672.


GOLDSPRING INC: Jeff Pontius Steps Down as Director
---------------------------------------------------
Goldspring, Inc., informed the Securities and Exchange Commission
that Jeff Pontius resigned as a member of its Board of Directors,
effective on March 6, 2009.

Mr. Pontius' reason for resignation is increased personal and
business obligations that would prevent him from devoting the
necessary resources to perform his duties as a director for the
Company.

To the knowledge of the executive officers of the Company, the
resignation was not the result of any disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

Meanwhile, Goldspring filed with the Commission a copy of the
powerpoint presentation given at the RedChip Conference in San
Francisco, California on March 24, 2009.  The presentation relates
to the Company's drilling operations.  The full-text copy of the
presentation is available without charge at:

               http://ResearchArchives.com/t/s?3ac7

GoldSpring, Inc., is a North American precious metals mining
company, focused in Nevada, with extensive, contiguous property in
the Comstock Lode District.  The Company was formed in mid-2003,
and it acquired two properties in the Comstock Lode before the end
of the year.  The company secured permits, built an infrastructure
and brought the exploration project into test mining production
within a year of its acquisition.  The Company, in 2005, began
consolidating the Comstock Lode by acquiring additional properties
in the district, expanding its footprint and creating
opportunities for exploration and mining.

                       Going Concern Doubt

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Florida,
expressed substantial doubt about Goldspring Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2007.

The Company has yearend losses from operations and had no revenues
from operations during the nine months ended September 30, 2008.
During the nine months ended September 30, 2008, the company
incurred a net loss of $5,902,295.  Further, the Company has
inadequate working capital to maintain or develop its operations,
and is dependent upon funds from private investors and the support
of certain stockholders.

As of September 30, the Company's balance sheet showed total
assets of total assets of $2,736,412, and total liabilities of
$19,579,153, resulting in total stockholders' deficiency of
$16,842,741.


GOTTSCHALKS INC: Shandong Has Bid, May Not Liquidate Assets
-----------------------------------------------------------
The Associated Press reports that Shandong Commercial Group
General Corp., a Chinese government-controlled conglomerate, has
presented a bid for Gottschalks Inc.

According to The AP, Gottschalks might not be liquidated if
Shandong Commercial is successful in its bid to acquire the
Company.

The AP relates that two earlier bids from liquidators who would
sell Gottschalks' assets were presented to the U.S. Bankruptcy
Court for the District of Delaware from liquidators who would sell
the company's assets.

The AP states that Gottschalks officials have been holding
conference calls with the Shandong Commercial to save the Company.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., will serve as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts as of January 3, 2009.


GP HOLDINGS: Fitch Affirms 'BB-' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed the ratings of GP Holdings L.P.:

  -- Issuer Default Rating at 'BB-';
  -- Senior secured revolving credit facility at 'BB';
  -- Senior Secured Term Loans at 'BB'.

The Rating Outlook is Stable.

EPE is a publicly traded partnership holding company with limited
partnership and general partnership interests in Enterprise
Products Partners L.P. whose operating company is Enterprise
Products Operating LLC (Fitch IDR 'BBB-', Stable Outlook), TEPPCO
Partners, L.P. (IDR 'BBB-', Stable Outlook) and Energy Transfer
Equity, L.P. (IDR 'BB-', Stable Outlook).  ETE owns the GP and a
significant percentage of the LP units of Energy Transfer
Partners, L.P. (ETP; IDR 'BBB-', Stable Outlook).  EPD, TPP and
ETP are three of the largest publicly traded master limited
partnerships, each with a significant presence in the midstream
energy sector.  Dan Duncan, who owns EPE's general partner, is the
Chairman and controlling shareholder of EPCO Holdings, which owns
78% of EPE's limited partner units as well as direct limited
partner investments in both EPD and TPP.

The ratings affirmations and Outlook are based on diverse and
stable cash flows from the underlying asset base, the benefits of
receiving both LP and GP distributions, and management's track
record of supporting the credit quality of the entities throughout
the EPCO corporate structure.  The debt at EPE is serviced by cash
flows from three sizable, diverse midstream MLPs.  Through these
interests, EPE is exposed to every phase of the midstream energy
business as well as a sizable propane distribution portfolio.  The
MLP ratings reflect the strength of each partnership's balance
sheet as well as the size, quality and market position of the
respective asset bases.

Of additional benefit, EPE ultimately receives both LP and GP
distributions from the three MLPs.  The GP interests also include
incentive distribution rights which provide a higher share of
distribution than LP units as distribution levels increase.  The
GP distributions can be substantial but also exhibit higher
volatility than the LP units and are, thus, more exposed to the
impact of a downturn in market conditions.  As such, an across the
board distribution cut would disproportionately reduce GP
incentive distributions, making the cash flows derived from LP
units the least risky.

The ratings also recognize that economic and commodity price
weakness may have a negative impact on the cash flows from the
underlying MLPs.  However, the credit benefits from the
diversification of the underlying assets which include significant
fee-based transportation and storage assets.  Additionally, EPD
partially mitigates natural gas liquids processing margin
volatility through an active hedging program designed to lock-in
keep-whole and percentage-of-proceeds contract margins over a 12-
18-month period, which should help to mitigate current commodity
price weakness to a large degree.

Credit concerns include the lack of operating assets at EPE, the
structurally subordinated nature of its debt to the debt at the
MLPs, the leverage at EPCO, and refinancing risk associated with
the 2012 and 2014 debt maturities.  In Fitch's view, EPE's ability
to refinance debt in the future could be impaired by weak capital
markets conditions.

The 'BB' ratings for the senior secured debt highlight the benefit
from collateral protection provided by EPE's equity interests in
its underlying MLPs.  Based on Fitch's calculations of the value
to loan ratio, at current market prices creditors would have
recovery valuations in excess of 400%.  Moreover, under reasonable
stress case scenarios Fitch found that above-average recoveries
for creditors were likely.  The one-notch separation between the
IDR and senior secured ratings reflects the collateral protection
while acknowledging that equity interests do not provide the same
level of collateral protection as do physical operating assets,
due to fluctuations in MLP equity values, especially in rising
interest rate environments.

In calculating its credit metrics for MLP holding companies, Fitch
defines EBITDA as cash distributions from affiliates less
operating expenses.  Fitch estimates Debt/EBITDA to improve to 2.9
times (x) in 2009 from 3.5x in 2008. Additionally, EBITDA interest
coverage is expected to improve to 7.3x from 4.5x due to growth in
EBTIDA as well as lower interest rates on existing facilities.
Despite the improvement in credit ratios, positive rating actions
are limited by the high amount of leverage at EPE and its parent
EPCO, the inherent risks with the holding company structure, and
the potential volatility of cash distributions from MLPs with
large capital programs.  Fitch expects a gradual delevering at
EPCO but believes the EPE debt will remain a permanent part of its
capital structure.  Should debt reduction and/or cash flow growth
result in Debt/EBITDA ratios consistently within the range of 2.0x
to 3.0x, Fitch would consider upgrading EPE's IDR to 'BB'; a
narrowing of the notching with the underlying MLP ratings.  Beyond
a two-notch separation, any further improvement in EPE's ratings
would only be the result of positive rating actions at the
underlying MLPs.


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

KCC is expected to:

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

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

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

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

In addition, KCC is expected to assist the Debtor with:

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

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

   c) providing technical support in connection with these tasks.

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

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

                About Greenbrier Hotel Corporation

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

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


HARTMANN PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Hartmann Properties, LLC
        540 West Galena Boulevard
        Aurora, IL 60506
        Tel: (630) 906-0250

Bankruptcy Case No.: 09-10822

Chapter 11 Petition Date: March 27, 2009

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Gerald F. Munitz, Esq.
                  gerald.munitz@goldbergkohn.com
                  Goldberg, Kohn
                  55 East Monroe Street, Ste. 3700
                  Chicago, IL 60603
                  Tel: (312) 201-4000
                  Fax: (312) 332-2196

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.


HOST HOTELS: S&P Affirms 'BB-' Corporate Credit Rating
------------------------------------------------------
On March 27, 2009, Standard & Poor's Ratings Services took various
rating actions on its portfolio of U.S. Lodging companies:

-- S&P placed the long-term ratings of Global Hyatt Corp.
   ('BBB' corporate credit rating), Marriott International Inc.
     ('BBB'), and Starwood Hotels & Resorts Worldwide Inc.
     ('BB+') on CreditWatch with negative implications;

  -- S&P lowered the corporate credit rating on FelCor Lodging
     Trust Inc. to 'B-' from 'B' (the issue-level ratings on the
     company's debt were accordingly lowered by one notch) and
     left them on CreditWatch with negative implications, where
     they were initially placed Feb. 19, 2009; and

  -- S&P affirmed its ratings on Choice Hotels International Inc.
     (BBB/Stable/--), Wyndham Worldwide Corp. (BBB-/Negative/--),
     Host Hotels & Resorts Inc. (BB-/Negative/--), and Gaylord
     Entertainment Co. (B/Negative/--).

The CreditWatch placement for Global Hyatt, Marriott, and Starwood
reflects the significant pace of decline year to date in revenue
per available room in the U.S. and relevant markets outside the
U.S., and S&P's need to address S&P's intermediate-term earnings
expectations for these companies and the related impact on credit
measures.  Data released by Smith Travel Research and other
industry sources over the past several weeks suggest that S&P's
full-year earnings expectations for a number of companies may need
to be revised downward.

S&P already expected credit measures for each of these three
companies to be weak over at least the next 12 months, and before
the CreditWatch placements, S&P's rating outlook for all three
companies was negative.  S&P's review will incorporate the current
difficult operating conditions and whether credit measures for
each company can continue to support existing ratings.

The ratings downgrade and continued CreditWatch listing for FelCor
reflect a worse operating environment than S&P factored into its
previous ratings on the company.  The new 'B-' rating incorporates
a decline in 2009 EBITDA of about 30%, compared to a high-teens
percentage decline factored into the previous rating.

In resolving the CreditWatch listings for Global Hyatt, Marriott,
Starwood, and FelCor, S&P will update its view of the lodging
operating environment in 2009 and 2010, including its expectation
for the timing and pace of recovery.  S&P will also evaluate each
respective company's business mix, liquidity position, and longer-
term financial policy goals where appropriate.  S&P expects to
completes its review in the next 30 days or so.  If rating
downgrades should occur as a result of S&P's review, S&P expects
they would be limited to one notch.

The affirmation of the 'BBB' rating on Choice Hotels reflects the
company's relatively stable cash flow base as a franchisor of
largely economy and mid-scale brands, and adequate flexibility in
its leverage profile versus S&P's mid- to high-2x threshold for
the current rating.  S&P expects that 2009 EBITDA at Choice could
decline slightly more than 10%, and that S&P's measure of adjusted
leverage would likely increase to about 2x--a level in line with
the current rating.

The affirmation of the 'BBB-' rating on Wyndham reflects S&P's
continued expectation for adjusted leverage to be in the high-3x
area at the end of 2009 (which is somewhat weak for S&P's mid- to
high-3x threshold for the rating).  The expected measure
incorporates S&P's belief that 2009 EBITDA will likely decline in
the mid-teens percentage area.  In addition, S&P believes Wyndham
has an adequate intermediate-term liquidity position to cope with
a very high level of variability in operating and financing
conditions in its timeshare business.  The outlook is negative,
reflecting S&P's concern about consumer sentiment toward leisure
spending.  In addition, S&P acknowledge the execution risks
involved in significantly reducing the company's timeshare sales,
operating expenditures, development spending, and financing
requirements -- all with the goal of managing the timeshare
business toward a cash neutral impact on Wyndham's overall cash
flow profile.

The affirmation of the 'BB-' rating on Host reflects S&P's
continued expectation for adjusted net leverage to be in the 7x
area at the end of 2009.  S&P lowered its rating on the company to
'BB-' from 'BB' on Feb. 19.  The downgrade incorporated S&P's
expectation that 2009 EBITDA will likely decline in the 35% area,
resulting in adjusted net debt to EBITDA rising to the
aforementioned 7x area.  S&P believes Host has an adequate
liquidity position, with over $600 million in cash balances at
February 2009 (pro forma for proceeds from the sale of the Hyatt
Regency Boston).  Also, S&P expects Host to maintain an adequate
cushion relative to covenants in its credit facility and bond
indentures over the intermediate term, and it is S&P's view that
near-term maturities are manageable.  The rating outlook is
negative, reflecting the difficult operating environment and weak
expected credit measures for the current rating over the
intermediate term.

The affirmation of the 'B' rating on Gaylord reflects S&P's belief
that the rating can withstand the current difficult lodging
operating environment and a 2009 EBITDA decline (pro forma for a
full year of the Gaylord National Resort and Convention Center) of
up to 30%.  Under this expectation, S&P believes Gaylord would
likely violate its 2x fixed-charge coverage covenant in its credit
facility in 2009, but that lenders would likely be amenable to
waiving or amending the covenant in order to provide temporary
relief.  This is largely because senior secured leverage would
likely remain around or under 5x, which is tolerable, in S&P's
view.  While the current rating anticipates that Gaylord's revenue
and EBITDA could decline further in 2010 off of already depressed
2009 levels, the negative outlook reflects uncertainty around the
ikely pace of moderation in Gaylord's operating performance in
2010.

(S&P expects to publish an individual updated research report for
each company mentioned in this report over next several days.)

                           Ratings List

                        CreditWatch Action

                        Global Hyatt Corp.

                           To                   From
                           --                   ----
Corporate Credit Rating   BBB/Watch Neg/--     BBB/Negative/--

                    Marriott International Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   BBB/Watch Neg/A-3    BBB/Negative/A-3

             Starwood Hotels & Resorts Worldwide Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   BB+/Watch Neg/--     BB+/Negative/--

                           Downgraded

                    FelCor Lodging Trust Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   B-/Watch Neg/--      B/Watch Neg/--

                           Affirmed

                Choice Hotels International Inc.

   Corporate Credit Rating                        BBB/Stable/--

                     Wyndham Worldwide Corp.

  Corporate Credit Rating                        BBB-/Negative/--

                   Host Hotels & Resorts Inc.

  Corporate Credit Rating                        BB-/Negative/--

                   Gaylord Entertainment Co.

   Corporate Credit Rating                        B/Negative/--


HRP MYRTLE: Seeks Licensing Fee & Royalties From FPI for Park
-------------------------------------------------------------
Meg Kinnard at The Associated Press reports that HRP Creative
Services, a corporation set up by HRP Myrtle Beach Holdings, has
requested an annual $500,000 licensing fee and royalties from Hard
Rock Park's new owner, FPI MB Entertainment LLC.

According to The AP, Hard Rock Park founder Steve Goodwin sent an
e-mail to FPI saying that he would consent to the park's
reopening, as long as his group was paid 1.5% of gross revenues
over $50 million and the annual "base creative services fee."

The Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware is considering whether Mr. Goodwin and HRP will get a
licensing fee and royalties from FPI, The AP relates, citing
Dennis Drebsky, an attorney for HRP Creative Services.

"I find it inconceivable that you can consider opening the Park in
2009 without securing an agreement with us to utilize our
Intellectual Property, as the cost and time to strip out our
Creative Content . . . would seem to rule out such a course of
action.  I believe this to be a very fair offer.  Certainly, for
such a magnificent park," The AP quoted Mr. Goodwin as saying.

FPI, according to The AP, said it acquired Hard Rock Park free and
clear, filing a motion in the Court that ask Judge Carey to
enforce an order allowing the sale with no additional fees.  The
AP states that FPI said that paying a half-million-dollar annual
licensing fee was not part of the purchase agreement.

        Africa-Israel Investments & Polar Lose Investment

Globes Publisher Itonut reports that Africa-Israel Investments
Ltd. and Polar International Real Estate (1997) Ltd. have lost
their investment in HRP Myrtle Beach Holdings LLC's Hard Rock Park
after it was sold in bankruptcy court for $25 million.

As reported by The Troubled Company Reporter on February 23, 2009,
FPI MB Entertainment LLC received approval from the United States
Bankruptcy Court for the District of Delaware to purchase
substantially all of the assets of Hard Rock Park for about
$25 million.

According to Globes Publisher, Polar International owned 25% of
HRP Myrtle, Africa-Israel Investments owned 25%, and the rest were
owned by other investors.

Globes Publisher states that Polar International lost
$16.8 million in the park.

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  The
company and six of its affiliates filed for Chapter 11 protection
on Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193).  Steven
Goodwin will serve as the Debtors' chief executive officer.  The
U.S. Trustee for Region 3 has not appointed creditors to serve on
an Official Committee of Unsecured Creditors.  Richards, Layton &
Finger represents the Debtors as counsel.  Dorsey & Whitney LLP
represents the Officiala Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between
$100 million and $500 million each.  The case was converted to
liquidation proceedings under Chapter 7 in January 2009.


HRP MYRTLE: Seeks Licensing Fee & Royalties From FPI for Park
-------------------------------------------------------------
Meg Kinnard at The Associated Press reports that HRP Creative
Services, a corporation set up by HRP Myrtle Beach Holdings, has
requested an annual $500,000 licensing fee and royalties from Hard
Rock Park's new owner, FPI MB Entertainment LLC.

According to The AP, Hard Rock Park founder Steve Goodwin sent an
e-mail to FPI saying that he would consent to the park's
reopening, as long as his group was paid 1.5% of gross revenues
over $50 million and the annual "base creative services fee."

The Hon. Kevin Carey of the U.S. Bankruptcy Court for the District
of Delaware is considering whether Mr. Goodwin and HRP will get a
licensing fee and royalties from FPI, The AP relates, citing
Dennis Drebsky, an attorney for HRP Creative Services.

"I find it inconceivable that you can consider opening the Park in
2009 without securing an agreement with us to utilize our
Intellectual Property, as the cost and time to strip out our
Creative Content . . . would seem to rule out such a course of
action.  I believe this to be a very fair offer.  Certainly, for
such a magnificent park," The AP quoted Mr. Goodwin as saying.

FPI, according to The AP, said it acquired Hard Rock Park free and
clear, filing a motion in the Court that ask Judge Carey to
enforce an order allowing the sale with no additional fees.  The
AP states that FPI said that paying a half-million-dollar annual
licensing fee was not part of the purchase agreement.

        Africa-Israel Investments & Polar Lose Investment

Globes Publisher Itonut reports that Africa-Israel Investments
Ltd. and Polar International Real Estate (1997) Ltd. have lost
their investment in HRP Myrtle Beach Holdings LLC's Hard Rock Park
after it was sold in bankruptcy court for $25 million.

As reported by The Troubled Company Reporter on February 23, 2009,
FPI MB Entertainment LLC was given the go signal by the Bankruptcy
Court to purchase substantially all of the assets of Hard Rock
Park for about $25 million.

According to Globes Publisher, Polar International owned 25% of
HRP Myrtle, Africa-Israel Investments owned 25%, and the rest were
owned by other investors.

Globes Publisher states that Polar International lost
$16.8 million in the park.

Based in Myrtle Beach, South Carolina, HRP Myrtle Beach Holdings,
LLC -- owns and operates Hard Rock Park, a rock-n-roll theme park
in Myrtle Beach, South Carolina, under a long-term license
agreement with Hard Rock Cafe International (USA), Inc.  The
company and six of its affiliates filed for Chapter 11 protection
on Sept. 24, 2008 (Bankr. D. Del. Lead Case No. 08-12193).  Steven
Goodwin will serve as the Debtors' chief executive officer.  The
U.S. Trustee for Region 3 has not appointed creditors to serve on
an Official Committee of Unsecured Creditors.  Richards, Layton &
Finger represents the Debtors as counsel.  Dorsey & Whitney LLP
represents the Officiala Committee of Unsecured Creditors as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.  The case was converted to liquidation
proceedings under Chapter 7 in January 2009.


INLET RETAIL: Wants Court Approval to Access Cash Collateral
------------------------------------------------------------
Inlet Retail Associates LLC asks the United States Bankruptcy
Court for the District of South Carolina for authority to use cash
collateral consist of income generated from Inlet Square Mall, a
retail shopping center in Murrells Inlet, South Carolina, for
payment of necessary and appropriate operating expenses of the
property and administrative expenses in its Chapter 11 case in
accordance to the budget.

The property is subject to a leasehold mortgage held by RAIT
Partnership LP.  RAIT Partnership holds an interest in the cash
collateral.

According to the motion, the Debtors acquired leasehold interests
in the property from SC Fund VI Properties, L.P., under the
assignment of leasehold interest dated Sept. 29, 2005.  The
acquisition was funded in part by RAIT Partnership pursuant to the
terms of the loan and security agreement dated Sept. 30, 2005, as
amended from time to time, wherein RAIT Partnership agreed to
advance up to $21,475,000 to the Debtor with a portion of the loan
to be advanced for the purpose of partially financing the cost of
acquiring the leasehold interests in the property.

RAIT Partnership has asserted that the Debtor breached the loan
agreement for failing to follow the construction budget and comply
with some conditions precedent to draw request for funding
improvements under the loan.  RAIT Partnership notified in a
default letter dated June 12, 2008, that the Debtor was in default
under certain monetary and non-monetary terms of the loan but
certain matters contained in the letter were revised by RAIT
Partnership.  RAIT Partnership asserted about $18,667,377 due
under the loan as of Feb. 13, 2009.

The Debtor propose to grant RAIT Partnership replacement lien on
postpetition income from the property only to the extent (i) that
it has a valid, enforceable security interest in and lien on the
prepetition cash collateral, and (ii) of IRA's use of such cash
collateral.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://ResearchArchives.com/t/s?3ae3

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


IRVINE SENSORS: 2009 Stockholders' Meeting Today in Costa Mesa
--------------------------------------------------------------
Irvine Sensors Corporation will hold its 2009 Annual Meeting of
Stockholders today, March 31, 2009, at 1:00 p.m., Pacific Time.
The meeting will be held at the Ayres Hotel, 325 South Bristol
Street, in Costa Mesa, California.

At the meeting, stockholders will be asked:

   (1) to elect six directors, each to serve on the company's
       Board of Directors until the next annual meeting of
       stockholders or until their successors are duly elected and
       qualified;

   (2) to approve an amendment and restatement of the Irvine
       Sensors Corporation 2006 Omnibus Incentive Plan to increase
       the number of shares of Common Stock reserved for issuance
       thereunder by 500,000 shares, which share reservation will
       automatically increase at the beginning of each fiscal year
       by the lesser of 1,250,000 shares and 5% of the outstanding
       Common Stock, and to make certain other technical changes;

   (3) to approve the issuance of up to 1,200,000 shares of the
       company's Common Stock in exchange for certain secured
       promissory notes issued in the company's bridge financing;

   (4) to approve and ratify the creation of a new Series A-2 10%
       Cumulative Convertible Preferred Stock and the authority to
       issue up to 40,000 shares of the Series A-2 Stock, and up
       to 4,000,000 shares of Common Stock issuable upon
       conversion of the Series A-2 Stock and additional shares of
       Common Stock exceeding 4,000,000 shares to allow for full-
       ratchet anti-dilution adjustment; and

   (5) to approve the issuance of up to $30,000,0000 worth of
       shares of Common Stock or securities convertible into or
       exercisable for Common Stock, not to exceed 10,000,000
       shares, in one or more related private placement
       transactions occurring on or prior to the date six months
       after our 2009 Annual Meeting, which shares would be issued
       at a maximum discount to the then fair market value of 35%.

The nominees for director are:

                                          Position as of
      Name                        Age     January 30, 2009
      ----                        ---     ----------------
   John C. Carson                 70      Chairman of the Board,
                                          Chief Executive Officer,
                                          President, Chief
                                          Operating Officer and
                                          Director

   Marc Dumont                   65       Director
   Jack Johnson                  61       Director
   Thomas M. Kelly               67       Director
   Frank Ragano                  80       Director
   Robert G. Richards            80       Director

Stockholders of record at the close of business on January 30,
2009, are entitled to notice of and to vote at the Annual Meeting
and any adjournment or postponement thereof.

A full-text copy of Irvine Sensors' Proxy Statement, dated as of
March 17, 2009, filed with the Securities and Exchange Commission
is available at no charge at http://ResearchArchives.com/t/s?3ae5

                     About Irvine Sensors

Irvine Sensors Corporation -- http:www.irvine-sensors.com --
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of December 28, 2008, the Company's balance sheet showed total
assets of $8,101,000 and total liabilities of $18,221,200,
resulting in total stockholders' deficit of $10,120,200.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


IRVINE SENSORS: Inks Lien Release Pacts as Part of Aprolase Deal
----------------------------------------------------------------
Irvine Sensors Corporation entered into a lien release agreement
with its senior lenders, Longview Fund, L.P. and Alpha Capital
Anstalt on March 18, 2009, in order to consummate the amendment to
the Company's Patent Purchase Agreement with Aprolase Development
Co., LLC.

Irvine Sensors also entered into lien release agreements with the
holders of its 12% secured promissory notes -- bridge lenders --
pursuant to which the Longview and Alpha Capital Lenders and the
Bridge Lenders agreed to release their liens relating to the
Patents and related assets.

In consideration of the Senior Release Agreement, the Company
agreed that $2.8 million of its debt and related obligations to
the Lenders will be repaid out of the proceeds of the Patent Sale,
and the Lenders agreed that the maturity date or term of the
remaining debt obligations will be extended from December 31, 2009
to September 30, 2010, and waived any defaults or events of
default relating to the potential delisting from the Nasdaq
Capital Market described in the letter from the Nasdaq Staff dated
January 14, 2009, and any other delisting from the Nasdaq Stock
Market.

According to the Amended Patent Agreement, the Company sold to
Aprolase for $8,500,000 all its right, title, and interest in and
to most of its provisional patent applications, patent
applications, patents or related foreign patents and applications,
certain specific abandoned provisional patent applications, patent
applications, patents and other governmental grants or issuances,
and the causes of action to sue for infringement of any
enforcement rights.  Under the Agreement, the Company also sold to
the Purchaser all right, title and interest in and to all
inventions, invention disclosures, and discoveries described in
any of the Patents or Abandoned Assets.

Pursuant to the Senior Release Agreement, the Company also agreed
that the Lenders will no longer have the obligation -- as set
forth in a Memorandum of Understanding for Settlement and Debt
Conversion dated as of September 19, 2008 -- to exchange $2
million of debt for convertible preferred stock.

In consideration of the Bridge Release Agreements, the Company
agreed to repay the outstanding principal and accrued interest
owing under its 12% secured promissory notes held by the Bridge
Lenders in the original principal amount of $645,000, and to
issue, subject to approval of the Company's stockholders, in
exchange for its Notes in the original principal amount of
$355,000, that number of shares of the Company's Common Stock
equal to 125% of the value of the outstanding principal and
accrued interest under the Exchanged Notes, based on the greater
of (i) $0.40, (ii) the last reported closing sale price of the
Company's Common Stock on the Nasdaq Capital Market immediately
prior to the closing of the Patent Sale and (iii) the consolidated
closing bid price of the Company's Common Stock on the Nasdaq
Capital Market immediately prior to the closing of the Patent
Sale.

If the Company is unable to obtain stockholder approval for the
issuance of the shares, the Exchanged Notes will remain
outstanding in accordance with their terms.

The Company does not plan to register the Common Stock issuable in
exchange for the Exchanged Notes.  The Exchange Shares will not be
nor have they been registered under the Securities Act of 1933 and
they may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

The full-text copy of the Form of Lien Release Agreement dated as
of March 18, 2009, and Release of Security Interest by and among
the Company and the Bridge Lenders is available for free at:

            http://ResearchArchives.com/t/s?3ac1

                     About Irvine Sensors

Irvine Sensors Corporation -- http:www.irvine-sensors.com --
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of December 28, 2008, the Company's balance sheet showed total
assets of $8,101,000 and total liabilities of $18,221,200,
resulting in total stockholders' deficit of $10,120,200.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


IRVINE SENSORS: Lenders Swap $1MM of Debt for Preferred Shares
--------------------------------------------------------------
Irvine Sensors Corporation disclosed to the Securities and
Exchange Commission that its senior lenders, Longview Fund, L.P.,
and Alpha Capital Anstalt, have agreed to exchange $1.0 million of
debt held by them for shares of convertible preferred stock upon
the completion of a bridge debt financing of at least
$1.0 million.  The Bridge Financing was completed February 3, 2009
and, as a result, the Lenders are obligated to exchange $1.0
million of debt held by them for shares of convertible preferred
stock.

On March 18, 2009, the Company entered into a Subscription
Agreement with the Lenders, pursuant to which the Company has
agreed to sell and issue, subject to stockholder approval, to the
Lenders that number of shares of its newly created Series A-2 10%
Cumulative Convertible Preferred Stock equal to $1,000,000 divided
by $40.00, in fulfillment of the obligations set forth in the
parties' Memorandum of Understanding with respect to the Bridge
Financing.

Irvine Sensors explained that the $1,000,000 aggregate purchase
price for the shares of Series A-2 Stock will be paid solely by
the Lenders' exchange of a portion of the Company's Series 1
Senior Subordinated Secured Convertible Promissory Notes dated
December 30, 2005, held by the Lenders.  The closing of the Debt
Exchange will be conditioned upon a resolution of a dispute
between the Lenders and Timothy Looney and TWL Group, LP regarding
an October 2008 public foreclosure sale of the assets of Optex
Systems, Inc., the approval by the Company's stockholders prior to
December 31, 2009 of the issuance of the Series A-2 Stock, the
filing of the Certificate of Designations and the issuance Series
A-2 Stock certificates.

There can be no assurance that the Debt Exchange will close, but
if it does, accrued and unpaid interest and a portion of the
principal balance in the aggregate amount of $1,000,000 under the
Series 1 Notes that would have been due and payable September 30,
2010, will be cancelled.  The Lenders are existing securityholders
of, and senior lenders to, the Company.

Each share of Series A-2 Stock will be convertible at any time at
the holder's option into 100 shares of Common Stock at an initial
conversion price per converted share of Common Stock equal to
$0.40.  The conversion price of the Series A-2 Stock will be
subject to full-ratchet price dilution protection any time after
the date of the Subscription Agreement in the event the Company
issues securities -- other than certain excepted issuances -- at a
price below the then current conversion price.  The conversion
price of the Series A-2 Stock also will be subject to adjustment
for stock splits, stock dividends, recapitalizations and the like.

The Series A-2 Stock will be non-voting, except to the extent
required by law.  The Series A-2 Stock will rank senior to the
Common Stock, and pari passu with the Company's Series A-1 10%
Cumulative Convertible Preferred Stock, with respect to dividends
and with respect to distributions upon a deemed dissolution,
liquidation or winding-up of the Company.

The Series A-2 Stock will be entitled to 10% cumulative dividends
per annum, payable in arrears starting December 30, 2010, which
may increase to 20% during the existence of certain events of
default based upon:

     (i) the failure to pay any dividends or other sums due to the
         Series A-2 Stockholders,

    (ii) an uncured breach of a material covenant, term or
         condition in the Subscription Agreement or the
         Certificate of Designations governing the Series A-2
         Stock,

   (iii) a breach of the Company's material representations and
         warranties,

    (iv) an assignment for the benefit of creditors or the
         appointment of a receiver or trustee for the Company or
         its subsidiaries,

     (v) entry of a money judgment or writ against the Company,
         its subsidiaries, or the Company's property or other
         assets for more than $1,000,000, which is not vacated,
         satisfied, bonded or stayed within 45 days,

    (vi) bankruptcy, insolvency, reorganization or liquidation
         proceedings for the Company or its subsidiaries that is
         not dismissed within 45 days,

   (vii) entry of an order by a court, the Securities and Exchange
         Commission or the Financial Industry Regulatory Authority
         preventing purchase and sale transactions in the
         Company's Common Stock for a period of five or more
         consecutive trading days,

  (viii) the failure to timely deliver to a holder Common Stock or
         a replacement Series A-2 Stock certificate within 15
         business days of the required delivery date, (ix) failure
         of the Common Stock to be quoted on the OTC Bulletin
         Board if it cannot maintain a listing on the NASDAQ
         Capital Market or another market, exchange or quotation
         system at least as good as the OTC Bulletin Board,

     (x) failure to reserve a sufficient amount of Common Stock
         for conversion of the then outstanding Series A-2 Stock
         that the holders have a right to convert, and

    (xi) an uncured default of a material term, covenant, warranty
         or undertaking in any loan, security, subscription or
         other agreement between the Company and a holder of
         Series A-2 Stock.

At the holder's option, the dividend payments may be made in
additional shares of Series A-2 Stock.

The Series A-2 Stock will not be redeemable by the holder, but
will be callable at the Company's election -- provided an event of
default has not occurred and is continuing -- upon 30 days prior
notice at a redemption price equal to the initial purchase price
of such stock plus any accrued but unpaid dividends.

The approval of the holders of at least 80% of the then
outstanding Series A-2 Stock will be required for certain matters,
including to:

   (1) amend the Company's Certificate of Incorporation if such
       amendment would:

       (a) change the seniority rights of the holders of Series
           A-2 Stock as to the payment of dividends, or create a
           senior class or series of capital stock with respect
           to the payment of dividends,

       (b) reduce the amount payable to the holders of Series A-2
           Stock upon liquidation, dissolution or winding up of
           the Company, or change the seniority of the
           liquidation preferences or the dividend rights of the
           holders of Series A-2 Stock,

       (c) cancel or modify the conversion rights of the holders
           of Series A-2 Stock,

       (d) cancel or modify the approval rights of the holders of
           the Series A-2 Stock, or

       (e) amend the Certificate of Designations in a manner
           which would impair the rights of the holders of the
           Series A-2 Stock;

   (2) issue any additional shares of Series A-2 Stock; or

   (3) issue any securities -- other than certain excepted
       issuances -- at a price per share that would trigger a
       ratchet adjustment to the conversion price where either the
       Company has insufficient authorized capital to permit the
       conversion in full of such Series A-2 Stock or stockholder
       approval is not obtained if the full ratchet adjustment
       requires stockholder approval.

The Series A-2 Stock also will be subject to a blocker that would
prevent each holder's Common Stock ownership at any given time
from exceeding 4.99% of the Company's outstanding Common Stock --
which percentage may increase but never above 9.99%.

The Company does not plan to register the Series A-2 Stock or the
Common Stock issuable upon conversion.  Neither the Series A-2
Stock nor the Common Stock issuable upon conversion will be or has
been registered under the Securities Act of 1933 and neither may
be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

The number of shares of the Company's Common Stock outstanding
immediately after the closing of the Debt Exchange transactions
was 5,981,630 shares.

A full-text copy of the Subscription Agreement is available at no
charge at http://ResearchArchives.com/t/s?3ae6

On March 24, 2009, the Company filed with the Delaware Secretary
of State a Certificate of Designations of Rights, Preferences,
Privileges and Limitations of Series A-2 10% Cumulative
Convertible Preferred Stock, that created the new Series A-2
Stock, authorized 40,000 shares of Series A-2 Stock and designated
the rights, preferences, privileges and limitations of the Series
A-2 Stock.  A full-text copy of the Certificate of Designations of
Rights, Preferences, Privileges and Limitations of Series A-2 10%
Cumulative Convertible Preferred Stock is available at:

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

                    About Irvine Sensors

Irvine Sensors Corporation -- http:www.irvine-sensors.com --
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of December 28, 2008, the Company's balance sheet showed total
assets of $8,101,000 and total liabilities of $18,221,200,
resulting in total stockholders' deficit of $10,120,200.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


IRVINE SENSORS: Sells Patents to Aprolase for $8.5 Million
----------------------------------------------------------
Irvine Sensors Corporation entered into an amendment to a Patent
Purchase Agreement with Aprolase Development Co., LLC.

According to the Amended Agreement, dated March 18, 2009, the
Company sold to the Purchaser for $8,500,000 all its right, title,
and interest in and to most of its provisional patent
applications, patent applications, patents or related foreign
patents and applications, certain specific abandoned provisional
patent applications, patent applications, patents and other
governmental grants or issuances, and the causes of action to sue
for infringement of any enforcement rights.  Under the Agreement,
the Company also sold to the Purchaser all right, title and
interest in and to all inventions, invention disclosures, and
discoveries described in any of the Patents or Abandoned Assets.

The Patents sold relate to the Company's systems, sensors and
electronics packaging technologies.  Upon the successful
termination of one of the Company's third-party license agreements
within 30 days following March 18, 2009, the Purchaser will pay
the Company an additional purchase price payment of $1,000,000.

The Agreement contains covenants requiring the Company to use best
efforts to obtain a termination of certain third-party sublicense
agreements or amending such sublicense agreements to make them
non-exclusive, non-sublicensable and nontransferable; requiring
the Company to do, and to cause the inventors to do, such things
necessary for filing patent applications, enforcement or other
actions and proceedings with respect to the claims under the
Patents, provided that the Purchaser compensates the Company for
agreed upon reasonable, documented disbursements and time incurred
after Closing in connection with such assistance in connection
with any enforcement or other infringement action regarding the
Patents, under a standard billable hour rate of the Company;
requiring the Company to refrain from agreeing to or providing any
approval which would authorize or allow any sublicenses to be
granted under one of the Company's third-party license agreements,
or which would allow the assignment of such license agreement or
any of the rights, benefits or obligations thereunder; and that
the Purchaser shall not be liable for any obligations under a
pre-existing Royalty Agreement between the Company and Floyd Eide
dated as of February 4, 2003.

The Agreement also provides that the Purchaser's total liability
under the Agreement will not exceed the total purchase price paid
and that, except for the Company's breach of its representations
and warranties related to authority, title and contest, existing
licenses and obligations, restrictions on rights to sue, and
validity and enforceability, or the Company's intentional
misrepresentation, the Company's total liability under the
Agreement will not exceed the total purchase price paid. The
Agreement further provides that there shall be no consequential
damages except in the event of the Company's intentional
misrepresentation.

A full-text copy of the Amendment to the Aprolase Agreement is
available for free at http://ResearchArchives.com/t/s?3ac0

At the closing of the transactions under the Agreement, the
Purchaser granted to the Company, under the Patents, and for the
lives thereof, a royalty-free, non-exclusive, non-sublicensable,
and generally non-transferable right and license to practice the
methods and to make, have made, use, distribute, lease, sell,
offer for sale, import, export, develop and otherwise dispose of
and exploit any of the Company products covered by the Patents.

The Company License applies to the reproduction and subsequent
distribution of Covered Products under the Company's trademarks
and brands, in substantially identical form as they are
distributed by the Company, or by authorized agents of the Company
such as a distributor, replicator, VAR or OEM, but will not cover
foundry or contract manufacturing activities that the Company may
undertake on behalf of any person that is not the Company.

The scope of the Covered Products excludes any products or
services manufactured, produced or provided by the Company on
behalf of any person that is not the Company from designs received
in substantially completed form from a source other than the
Company and for resale to such person that is not the Company on
essentially an exclusive basis.

Irvine Sensors filed with the Securities and Exchange Commission
pro forma financial information to show the pro forma effects of
the sale of patent assets.  The full text of the pro forma
financial report is available for free at:

              http://ResearchArchives.com/t/s?3ac4

                     About Irvine Sensors

Irvine Sensors Corporation -- http:www.irvine-sensors.com --
headquartered in Costa Mesa, California, is a vision systems
company engaged in the development and sale of miniaturized
infrared and electro-optical cameras, image processors and stacked
chip assemblies and research and development related to high
density electronics, miniaturized sensors, optical interconnection
technology, high speed network security, image processing and low-
power analog and mixed-signal integrated circuits for diverse
systems applications.

As of December 28, 2008, the Company's balance sheet showed total
assets of $8,101,000 and total liabilities of $18,221,200,
resulting in total stockholders' deficit of $10,120,200.

Grant Thornton LLP in Irvine, California, in a letter dated
January 9, 2009, pointed out that the company incurred net losses
of $21.6 million, $22.1 million, and $8.4 million for the years
ended September 28, 2008, September 30, 2007, and October 1, 2006,
respectively, and the company has a working capital deficit of
$16.1 million at September 28, 2008.  "These factors, among
others, raise substantial doubt about the company's ability to
continue as a going concern."


JOHN DAVID BOGGS: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Peter Smith at The Courier-Journal reports that John David Boggs
and his wife, Christel, have filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Western District
of Kentucky.

According to The Courier-Journal, Mr. Boggs cited $5.7 million in
debts, but the amount may be lower because he listed his debt to
the Internal Revenue Service twice under different categories in
the filing.  Court documents say that Mr. Boggs owes more than
$1.2 million to the IRS, in addition to at least $56,000 in taxes
owed to Kentucky and two other states.  The Courier-Journal states
that Mr. Boggs' other debts range from $417,066 owed on an
American Express credit card to $728,918 owed to a bank for the
debts of another company that Mr. Boggs owns.

The IRS had set an auction of one of Mr. Boggs' properties, says
The Courier-Journal.  According to the report, the IRS and other
creditors have liens on Mr. Boggs' properties, and the agency had
planned to auction a rental home he owns in Shepherdsville on
Wednesday.

The Courier-Journal relates that Mr. Boggs lists $2.7 million in
assets, which include his Lake Forest home and three other
properties.

John David Boggs is pastor of New Vision Ministry Center on Outer
Loop, which uses concert-style worship and contemporary themes
such as "March Madness" to attract people alienated by traditional
churches.  He is also a bishop in his Pentecostal denomination,
the Cleveland-based Church of God.


LANDAMERICA ASSESSMENT: Court OKs All Assets Sale to Partner Eng.
-----------------------------------------------------------------
Hon. Kevin Huennekens of the U.S. Bankruptcy Court for the Eastern
District of Virginia granted LandAmerica Assessment Corporation
and its debtor-affiliates' authorization to sell substantially all
of their assets to Partner Assessment Corporation, doing business
as Partner Engineering and Science, Inc.

The Bankruptcy Court approved the asset purchase agreement signed
by the parties.

The Debtors' assets for sale include LAC's title and interest in
(i) all projects and other work commenced by LAC but not yet
completed as of the closing date and all contracts and agreements
to which LAC is a party with respect thereto; (ii) all receivables
outstanding as of Feb. 28, 2009, or that arise prior to the
closing date; and (iii) each of the assets set forth on section
1.1 of the Disclosure Schedule to the APA, in accordance with the
terms of the APA, free and clear of all liens and claims against
the transferred assets.

The total purchase price of the assets is approximately $2,008,175
in cash.  The purchase price of the assets also includes a cash
deposit of $50,000 paid to LAC on March 6, 2009.

The total purchase price of the transferred assets is adjustable
based on the closing date that:

   a) if the closing of the sale occurs fewer than 21 days after
      March 6, 2009, the purchase price will total approximately
      $2,008,175 in cash;

   b) if the closing occurs 21 or more days after March 6, 2009,
      but fewer than 31 days after March 6, 2009, the purchase
      price will total approximately $1,903,175 in cash; and

   c) if the closing occurs 31 or more days after March 6, 2009,
      the purchase price will total approximately $1,798,175 in
      cash.

The APA may be terminated if an order approving the sale and the
APA is not entered within 45 days of March 6, 2009.  Thus, the
more expeditiously the sale is consummated, the greater the
consideration that will be received.  The purchase price formula
was structured in this manner because both LAC and the Buyer
believe that, unless the sale to the Buyer is consummated quickly,
there will be further deterioration in the value of LAC's
business. Moreover, LAC believes that if it is unable to
consummate the sale to the Buyer, any future sale of LAC's assets
may yield a significantly lower price or, if no buyer is found, no
value at all.

The Court has approved the form and manner of notice of the sale.
The sale notice will provide that any party wishing to submit a
competing bid should submit such bid on or before the objection
deadline for the Motion by delivering a definitive mark-up of the
APA showing the changes that the competing bidder proposes.

                     About Partner Assessment

Headquartered in El Segundo, California, Partner Assessment
Corporation dba Partner Engineering and Science, Inc. --
http://www.partneresi.com/-- provides engineering, environmental
site assessment, leed consulting, real estate due diligence,
building sciences, construction monitoring, environmental site
remediation services.

                   About LandAmerica Assessment

Based Glen Allen, Virginia, LandAmerica Assessment Corporation aka
National Assessment Corporation provides products and services
that facilitate the purchase, sale, transfer, and financing of
residential and commercial real estate to a broad-based customer
group including: residential and commercial property buyers and
sellers, real estate agents and brokers, developers, attorneys,
mortgage brokers and lenders, andtitle insurance agents.  The
Debtor and its affiliates operate through approximately 700
offices and a network of more than 10,000 active agents throughout
the world, including Mexico, Canada, the Caribbean, Latin America,
Europe, and Asia.  Based on title premium revenue, the Debtor is
one of the largest title insurance underwriters in the United
States.  In addition to their core title insurance business, the
Debtor and its affiliates also provides a comprehensive suite of
other products and services for residential and commercial real
estate transactions, including appraisals, home inspections,
warranties, title search, examination, escrow, and closing
services.

The Debtor and its affiliates filed for Chapter 11 protection on
March 6, 2009, (Bankruptcy E.D. Va. Lead Case No.: 09-31453) John
H. Maddock III, Esq., at McGuireWoods LLP represents the Debtors
in their restructuring efforts.  The Debtors listed estimated
assets of $10 million to $50 million and estimated debts of
$500,000 to $1 million.


LANDAMERICA ASSESSMENT: Schedules Filing Extended to April 16
-------------------------------------------------------------
Hon. Kevin Huennekens of the U.S. Bankruptcy Court for the Eastern
District of Virginia extended until April 16, 2009, the deadline
by which LandAmerica Assessment Corporation and its debtor-
affiliates must file schedules of assets and liabilities and
statement of financial affairs.

The Debtors related that the extension and waiver will enhance the
accuracy of the Debtor's Schedules, and SOFA and avoid the
necessity of substantial subsequent amendments.

Based Glen Allen, Virginia, LandAmerica Assessment Corporation,
aka National Assessment Corporation, provides products and
services that facilitate the purchase, sale, transfer, and
financing of residential and commercial real estate to a broad-
based customer group including: residential and commercial
property buyers and sellers, real estate agents and brokers,
developers, attorneys, mortgage brokers and lenders, andtitle
insurance agents.  The Debtor and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.  Based on title
premium revenue, the Debtor is one of the largest title insurance
underwriters in the United States.  In addition to their core
title insurance business, the Debtor and its affiliates also
provides a comprehensive suite of other products and services for
residential and commercial real estate transactions, including
appraisals, home inspections, warranties, title search,
examination, escrow, and closing services.

The Debtor and its affiliates filed for Chapter 11 protection on
March 6, 2009, (Bankruptcy E.D. Va. Lead Case No.: 09-31453) John
H. Maddock III, Esq., at McGuireWoods LLP represents the Debtors
in their restructuring efforts.  The Debtors listed estimated
assets of $10 million to $50 million and estimated debts of
$500,000 to $1 million.


LANDAMERICA TITLE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: LandAmerica Title Company
        5600 Cox Road
        Glen Allen, VA 23060

Bankruptcy Case No.: 09-31943

Debtor-affiliates filing subject to Chapter 11 petitions on March
6, 2009:

        Entity                                     Case No.
        ------                                     --------
LandAmerica Assessment Corporation                 09-31453

Debtor-affiliates filing subject to Chapter 11 petitions on
Nov. 26, 2008:

        Entity                                     Case No.
        ------                                     --------
LandAmerica Financial Group, Inc.                  08-35994
LandAmerica 1031 Exchange Services, Inc.           08-35995

Type of Business:

Chapter 11 Petition Date: March 27, 2009

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: John H. Maddock, III, Esq.
                  jmaddock@mcguirewoods.com
                  Richard Francis Blair, Esq.
                  rfblair@mcguirewoods.com
                  McGuireWoods LLP
                  One James Center, 901 E. Cary St.
                  Richmond, VA 23219-4030
                  Tel: (804) 775-1178

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
CMR Mortgage Fund II, LLC                        $2,977,930
Stein & Lubin LLP
600 Montgomery Street
14th Floor
San Francisco, CA 94111
Attn: Theodore Griffinger, Jr.
Tel: (415) 981-0550
Fax: (415) 981-4343

First American Corelogic Inc.                    $11,700
5601 E. La Palma Avenue
Anaheim, California 92807
Attn: General Counsel
Tel: (800) 348-7334

DataQuick Information                            $10,504
Systems, Inc.
9620 Towne Center Drive
File 50261
San Diego, CA 92121
Attn: Legal Department
Tel: (858) 597-3100
Fax: (858) 455-7406

Datatree Corp.                                   $4,609

LPS Applied Analytics                            $4,443

Visicom                                          $3,604

Cor O Van Records Management Inc.                $2,489

USA Digital Solutions Inc.                       $2,393

Title-Tax Inc.                                   $1,382

The Certif-A-Gift Company                        $1,030

Granite Telecommunications                       $1,019

Data Trace Information Services LLC              $972

Burgess Moving & Storage                         $742

The Inside Tract Inc.                            $558

FedEx                                            $400

Trophy Award Company                             $291

Williams Mullen                                  $199

Altos Research                                   $166

AT&T                                             $132

Verizon Business                                 $103

The petition was signed by G. William Evans, president and
financial officer.


LEARNING CENTER: Moody's Affirms 'Ba2' Rating on $8.5 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 bond rating
assigned to The Learning Center for the Deaf's $8.5 million of
outstanding Series 1999 fixed rate bonds issued through the
Massachusetts Health and Educational Facilities Authority.  The
outlook is stable.

Legal Security: The bonds are secured by a first lien on real
estate of the school and all other business assets that are not
pledged as collateral under bond documents.

Interest Rate Derivatives: None

                            Strengths

* A niche human service provider located in Massachusetts with an
  established history and strong reputation for serving deaf and
  hard of hearing children.  TLCD is a provider of essential
  services including comprehensive educational and vocational
  services for preschool through high school students, early
  intervention childhood programs for infants and families,
  residential treatment services, and outreach partnership
  programs in public schools.

* A history of generating thin operating margins and sufficient
  operating cash flow

* All fixed rating debt outstanding; no plans to issue new debt
  in the immediate future

                            Challenges

* Sizable decline in unrestricted liquidity to $2.4 million (57
  days cash on hand and 27% cash-to-debt) as of December 31, 2008,
  from $4.3 million (95 days cash on hand and 47% cash-to-debt at
  FYE 2008), primarily due to normal seasonal cash fluctuations
  and investment losses

* Limited opportunity to generate large operating surpluses or
rapid growth in liquidity similar to all human service
providers as a result of operating under a restrictive cost-
based reimbursement environment and due to surplus retention
limitations placed on programs by the state.  Tuition from
local school districts and towns is the primary source of
revenue which is subject to state regulation and can only be
increased more than the annual average of 2-3% set by the state
for cost of living adjustments once every five years.

* Relatively small size of organization with $17.2 million of
  operating revenue in 2008 (Moody's excludes restricted grants,
  fundraising and investment income from operating revenues)

                    Recent Developments/Results

TLCD is a niche human service provider with an established history
and strong reputation that operates primarily as a school for deaf
and hard of hearing children.  TLCD operates three schools, two in
Framingham (25 miles southwest of Boston) and one school in
Randolph (25 miles south of Boston).  It provides a comprehensive
array of essential programs and services including academic and
vocational programs for preschool to high school students, an
early intervention childhood program for infants and families,
specialized residential treatment services for deaf students with
emotional and behavioral challenges, auditory services for
students and the community and for students with cochlear
implants, and an outreach partnership program which provides
consultative services to deaf and hard of hearing students in the
public schools.  Enrollment in TLCD's schools has grown over time,
with approximately 216 students currently enrolled across various
programs and services and from 87 in-state cities and towns and 8
out-of-state cities and towns.

TLCD has a long history of generating small operating deficits or
break-even margins and sufficient level of operating cash flow.
Due to an increase in census in FY 2008, operating income improved
to $0.2 million (1.4% margin) from an operating loss of $0.2
million (-1.5%) in FY 2007.  Operating cash flow improved to $1.3
million (7.6% margin) in FY 2008 from $0.8 million (5.1% margin)
in FY 2007.  Due to the improved cash flow generation in FY 2008,
debt measures improved slightly with maximum annual debt service
coverage measuring 1.97 times and debt-to-cash flow still a high
9.39 times in FY 2008 from a modest 1.3 times and very high 21.7
times, respectively in FY 2007.  Through six-months FY 2009,
operating results exceed budget expectations.  Operating cash flow
measured $0.6 million (7.4% margin) compared to
$0.5 million (7.0% margin) budgeted for the same period.

TLCD receives funding from local school districts and towns that
pay for educational services provided by TLCD at tuition rates set
by the State.  Annual rate increases by the State are modest
averaging between 2-3%.  Given the state's current budget deficit
and proposed rate freeze for FY 2010, TLCD expects to freeze
salary increases to limit its own expense growth.  In February
2006, a restructuring of TLCD's existing service array resulted in
a new base rate for its programs to incorporate additional
staffing required to treat a more intensive student population
that has been steadily growing over the years.  Because
restructuring of rates can be achieved only once every five years,
management will begin the process by next October to restructure
base rates for FY 2012.

After a steady growth in unrestricted liquidity to $4.3 million at
FYE 2008, that resulted in 95 days cash on hand and 47% cash-to-
debt, unrestricted liquidity has declined due to normal seasonal
cash fluctuations from lower number of school days billed in the
first half of the fiscal year as well as from investment losses.
As of December 31, 2008, unrestricted liquidity declined to a
modest $2.4 million, resulting in 57 days cash on hand and a weak
27% cash-to-debt.  As of February 28, 2009, unrestricted cash
declined slightly to approximately
$2.3 million.  Moody's believes the low liquidity position is a
credit concern inherent to most human service providers which
limits operating flexibility and provides an insufficient cushion
in the event operating challenges arise.  TLCD has an available $3
million revolving line of credit to support working capital needs.
Also to preserve liquidity and by limiting realized investment
losses, TLCD liquidated (beginning in November 2008) a large
portion of its fixed income investments to cash.  TLCD's current
investment allocation is 67% allocated to cash and 33% allocated
to equities with concentration risk with one fund manager.

TLCD has no major capital plans anticipated beyond the
construction of a new facility on TLCD's main campus in Framingham
that will include larger classrooms and house a new library and
media center.  The project is currently in the planning phase and
is expected to be financed primarily with fundraising and
operating cash.  TLCD launched a $2 million capital campaign for
the project in the summer of 2008.  TLCD currently has no major
debt plans for the immediate future.

                             Outlook

The rating outlook remains stable reflecting Moody's belief that
the specialized and essential services provided for a unique
population it serves, TLCD will be able to leverage its position
as a niche service provider and continue to generate adequate
operating cash flow to service its outstanding debt load.

                What could change the rating--UP

Growth and maintenance of census; improvement and sustained
operating performance and cash flow generation; material increase
in liquidity balance; improvement and maintenance of debt and
liquidity measures

               What could change the rating--DOWN

Decline in census and operating performance; further deterioration
in liquidity levels; changes to reimbursement that results in
material operating losses; additional debt without commensurate
increases in unrestricted cash and cash flow generation

Key Indicators:

Assumptions & Adjustments:

Based on financial statements for The Learning Center for the
Deaf, Inc.

  -- First number reflects audit year ended June 30, 2007
  -- Second number reflects audit year ended June 30, 2008
  -- Investment returns normalized at 6% unless otherwise noted

* Total operating revenues: $15.9 million; $17.2 million

* Moody's-adjusted net revenue available for debt service:
  $1.0 million; $1.6 million

* Total debt outstanding: $9.4 million; $9.2 million

* Maximum annual debt service (MADS): $799 thousand;
  $799 thousand

* MADS Coverage with reported investment income: 1.24 times; 1.80
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.30 times; 1.97 times

* Debt-to-cash flow: 21.79 times; 9.39 times

* Days cash on hand: 79 days; 95 days

* Cash-to-debt: 36.0%; 46.7%

* Operating margin: -1.5%; 1.4%

* Operating cash flow margin: 5.1%; 7.6%

Rated Debt (debt outstanding as of June 30, 2008)

  -- Series 1999 (fixed rate) ($8.5 million outstanding), rated
     Ba2

The last rating action was on December 18, 2007 when the rating of
The Learning Center for the Deaf was affirmed at Ba2 and the
outlook was stable.

The Learning Center for the Deaf's ratings were assigned by
evaluating factors believed to be relevant to the credit profile
of The Learning Center for the Deaf such as i) the business risk
and competitive position of the issuer versus others within its
industry or sector, ii) the capital structure and financial risk
of the obligor, iii) the projected performance of the issuer over
the near to intermediate term, iv) the obligor's history of
achieving consistent operating performance and meeting budget or
financial plan goals, v) the debt service coverage provided by
such revenue stream, vii) the legal structure that documents the
revenue stream and the source of payment, and viii) the obligor's
management and governance structure related to payment.  These
attributes were compared against other obligor's both within and
outside of The Learning Center for the Deaf's core peer group and
The Learning Center for the Deaf's ratings are believed to be
comparable to ratings assigned to other obligors of similar credit
risk.


LITTLE TRAVERSE: Liquidity Concerns Cue S&P's Junk Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit and
senior unsecured debt ratings on the Little Traverse Bay Bands of
Odawa Indians to 'CCC' from 'B-'.  The rating outlook is negative.

"The ratings downgrade stems from our concerns around the Tribe's
near-term liquidity position following continued weak operating
performance, and S&P's expectation that operating performance will
not improve meaningfully in the near term to build sufficient
cushion in the Tribe's liquidity profile," said Standard & Poor's
credit analyst Ariel Silverberg.  "We do not expect that EBITDA
generation in 2009 will be sufficient to fund all of the Tribe's
fixed obligations for the year, which include $12.5 million in
interest on its notes, approximately
$1.6 million in interest and principal payments on a furniture,
fixtures, and equipment facility, approximately $3 million in
maintenance capital expenditures, and up to $12.5 million of
distributions to the Tribe."

In 2008, the Tribe reduced its distribution to less than half of
the allowable distribution under the notes indenture; thus, it's
possible that it will do so again, but this may require a
meaningful reduction in Tribal expenditures.  While the Tribe
currently has funds in reserve accounts (part of which were
already drawn to fund a portion of the February 2009 coupon
payment), S&P expects these excess funds will be largely depleted
by the end of the year, and S&P has concerns around the Tribe's
ability to meet its February 2010 coupon payment.

S&P's expectation surrounding performance in 2009 is largely
attributable to the weak economic conditions, which S&P expects
will persist throughout the year.  In addition, while management
has taken considerable measures to reduce the cost structure at
the casino operation, S&P expects operating margins will continue
to be pressured.

The 'CCC' rating reflects S&P's near-term liquidity concerns
surrounding the Tribe, its lack of diversity in its operations
(operating a single casino, the Odawa Casino Resort in Petoskey,
Michigan), and a weak economic environment.


LOWER BUCKS: Moody's Affirms 'B3' Ratings on $27 Mil. Bonds
-----------------------------------------------------------
Moody's Investors Service has affirmed the B3 rating on Lower
Bucks Hospital's outstanding Series 1992 bonds ($27 million
outstanding) issued by Langhorne Manor Higher Education and Health
Authority.  The rating outlook remains negative.

Legal Security: Gross Revenue pledge of LBH with a negative
mortgage lien.  Fully funded debt service reserve intact.

Interest Rate Derivatives: None

                            Challenges

* Further decline in liquidity to just $3.2 million or a weak 10
  days cash as of January 31, 2009; cash had declined to a thin
  $7.7 million (24 days) as of September 30, 2008 from $13.8
  million at June 30, 2007.

* Continued decline in financial performance through seven months
  of FY 2009 with a $7.2 million operating loss (-11% operating
margin) and negative operating cash flow that is contributing
to cash decline

* Material 12.5% decline in admissions through the first eight
  months of FY 2009 from the prior year comparable period; in the
  month of February alone, admissions were down a significant 27%
from February 2008; management reports that nearly all
admitting physicians have overlap privileges with a nearby,
larger competitor that is owned by a multi-state system

* $27 million of outstanding bonds and $11 million in long-term
pension liabilities as of June 30, 2008, will limit cash
growth; LBH has contributed $1.5 million to the pension through
March 2009 with another $1.5 million due; LBH's next semiannual
bond payment is due in July ($2.0 million in principal and
semiannual interest payments)

                            Strengths

* Fully funded debt service reserve fund on 100% fixed rate debt;
  management continues to make debt service payments on time and
  in full

* Management reports that volumes are up through in the month of
  March due to the CEO's outreach to the medical staff

* Efforts are underway to renegotiate the larger managed care
  contracts

* $1 million in Commonwealth funds to be received in the coming
  weeks with some likelihood that additional Commonwealth funding
  will come to the hospital as a result of the federal Stimulus
  plan; LBH remains well connected to state officials and has a
  long history of securing appropriations from the Commonwealth

* Preliminary discussions with other facilities for potential
  business relationships; details have yet to be worked out

                   Recent Developments/Results

Lower Bucks Hospital, located in Bristol, Pennsylvania, continues
to face financial challenges.  Cash has declined to a very thin
$3.2 million, 10 days cash on hand, as of January 31, 2009, from
$7.7 million (24 days) as of September 30, 2008.  The hospital has
no line of credit for working capital needs.  Management is
budgeting a $3 million contribution to the pension plan in FY 2009
($1.5 million has already been made) which is nearly double the
pension expense.  The debt service reserve fund is fully funded;
principal on the bonds is paid every July with interest paid
semiannually.

Management has recently been informed that LBH will receive
$1 million in Commonwealth appropriation next week.  It is
possible that LBH will receive additional funding of $3 to $4
million from the Commonwealth in the coming months given the
influx of funds from the federal Stimulus plan.  Through its board
members, LBH has good political connections with the state, as
evidenced by a history of securing such funding.  Moody's caution
that these funds are annually appropriated and there is no
guarantee of future funding.

In March of 2008, the board engaged the assistance of an outside
consultant to identify and implement a financial improvement plan
as monthly operating losses were growing and the uncertainty of
future Commonwealth appropriations for unfunded care emerged.  The
consultant identified and implemented $7.5 million of expenses
reductions and revenue strategies.  More recently management has
engaged a consultant to review and renegotiate all of its major
managed care contracts; it is too early to determine the benefits
that may be derived from this initiative.  Finally, management has
begun to engage in preliminary discussions with other acute care
facilities for potential business relationships; details have yet
to be worked out.  Moody's will continue to monitor any
developments that may arise from these discussions.

Volume declines are sizable and concerning.  Through eight months
of fiscal year 2009, admissions declined by 12.5% from the prior
year comparable period due to consumer preference for other
competing inpatient and ambulatory facilities.  However,
management reports that the census has increased in the month of
March due to strong outreach by the CEO to the physicians which
has gained some traction.  Management anticipates to be cash flow
positive in the month of March, which is a big improvement.
Through 7 months of FY 2009, LBH is reporting negative operating
cash flow.

                             Outlook

The negative outlook reflects Moody's concern that competitive and
economic challenges will continue to affect volumes making it
difficult to achieve operating targets necessary to restore cash
flow and maintain cash, despite initiatives to improve operations.

                What would change the rating - UP

A rating upgrade is unlikely in the short-term; over the longer-
term, a rating upgrade would be considered if LBH makes and
sustains substantial operating improvement, rebuilds cash and
stems volume losses to demonstrate long-term viability

                What could change the rating-DOWN

Further decline in cash; payment default or bankruptcy filing

Key Indicators:

Based on audited financial statements for Lower Bucks Hospital

  -- First number reflects audit year ended June 30, 2007
  -- Second number reflects audit year ended June 30, 2008
  -- Investment return normalized at 6%
  -- Investment income restated as non-operating income

* Inpatient admissions: 8,280; 8,861

* Total operating revenues: $115.7 million; $125.4 million

* Moody's-adjusted net revenue available for debt service:
  $6.1 million; $4.4 million

* Total debt outstanding: $27.9 million; $26.9 million

* Maximum annual debt service (MADS): $3.3 million; $3.3 million

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.84 times; 1.3 times

* Debt-to-cash flow: 6.87 times; 11.4 times

* Days cash on hand: 44.9 days; 24.3 days

* Cash-to-debt: 49.6%; 30.6%

* Operating margin: -2.3%; -3.6%

* Operating cash flow margin: 4.6%; 2.8%

Rated Debt (as of June 30, 2008):

* Series 1992: $27 million outstanding

The last rating action taken with respect to Lower Bucks
Hospital's revenue bond rating was on November 20, 2008, at which
time Moody's downgraded the rating to B3 from B2 and assigned a
negative outlook.


MCJUNKIN RED: S&P Changes Outlook to Negative; Keeps 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Service said that it revised its outlook
on McJunkin Red Man Holding Corp. to negative from stable.  At the
same time, Standard & Poor's affirmed its ratings on the company,
including its 'B+' corporate credit rating.

"The outlook revision reflects our assessment that the company's
operating performance will weaken as 2009 progresses due to weak
end-market demand which will result in lower volume and pricing,"
said Standard & Poor's credit analyst Sherwin Brandford.  "As a
result, S&P expects EBITDA and credit measures will likely weaken
from current levels, with debt to EBITDA increasing to about
4.5x."

In addition, S&P is concerned about a thinning covenant cushion
associated with the leverage covenant contained in the company's
credit agreement.  Currently, its leverage covenant, which
excludes the outstanding holding company notes from the debt
calculation, steps down to 3.5x beginning on March 31, 2009, and
then further to 2.75x as of March 31, 2010.  Though S&P is not
currently forecasting a violation, S&P believes that the cushion
relative to this covenant could decline to the single-digit
percentage area.  While S&P expects that an amendment would be the
most likely outcome of a violation, S&P anticipates this would
lead to a repricing of the credit facility, thus weakening
interest coverage.

The rating on McJunkin Red Man Holding Corp. reflects the highly
fragmented and competitive industry in which the company operates,
cyclical end markets, the risk that volatile steel prices may hurt
profitability, and relatively slow inventory turns.  The company's
geographic and customer diversity and highly variable cost
structure partially offset these weaknesses.

MRMHC is a distributor of pipes, valves, and fittings (PVF),
primarily to the energy industry, with exposure to every segment
of the value chain.  With revenues in excess of $4 billion, the
company is one of North America's largest distributors to the
upstream exploration and production, midstream, and downstream
segments.  These end markets that are highly competitive,
fragmented, and working-capital intensive.  The outlook is
negative, reflecting S&P's view that EBITDA could decline
significantly in 2009, leading to credit measures that will weaken
from current levels, along with a thinning covenant cushion.  S&P
expects that the cushion with regard to the leverage covenant in
the company's credit agreement could fall to less than 10% over
the next several quarters.  Although S&P is not currently
forecasting a covenant violation, if one occurs, S&P believes that
an amendment could include higher pricing, and could result in
EBITDA interest coverage falling.  S&P would consider lowering the
rating if EBITDA falls materially faster than S&P currently
assumes, or if it appears that the operating environment
deteriorates further, making a covenant violation likely.  The
rating could also be lowered if credit market conditions remain
weak or worsen, making it more difficult for the company to
negotiate an amendment to its credit facility if needed.  Rating
upside potential is currently limited given S&P's expectations for
the continuation of the challenging operating environment
throughout 2009.  S&P would consider a stable outlook if the
operating trend over the next several quarters leads us to
conclude that cushion under the company's covenants will remain
more than 25%.


MERISANT WORLDWIDE: Court Sets June 1 as Claims Bar Date
--------------------------------------------------------
The Hon. Peter J. Walsh of the United States Bankruptcy Court
for the District of Delaware set June 1, 2009, as deadline for
creditors of Merisant Worldwide Inc. and its debtor-affiliates to
file their proofs of claim.

Judge Walsh also set July 8, 2009, as deadline for all
governmental units to file proofs of claim.

All proofs of claims must be delivered to:

   Merisant Worldwide Inc.
   Claims Processing Center
   c/o Epiq Bankruptcy Solutions LLC
   757 Third Avenue, 3rd Floor
   New York, NY 10017

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sell low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.

Merisant Worldwide holds 100% interest in Merisant Company.

The company and five of its units filed for Chapter 11 protection
on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-10059).
Sidley Austin LLP represents the Debtors' in their restructuring
efforts.  Young, Conaway, Stargatt & Taylor LLP represents the
Debtors' as co-counsel.  Blackstone Advisory Services LLP is the
Debtors' financial advisor.  Epiq Bankruptcy Solutions, LLC is the
Debtors' Claims and Noticing Agent.  Winston & Strawn LLP
represents the Official Committee of Unsecured Creditors as
counsel.  Ashby & Geddes, P.A. is the Committee's Delaware
counsel.  The Debtors have $331,077,041 in total assets and
$560,742,486 in total debts as of Nov. 30, 2008.


MICHAELS STORES: Weak Performance Cues Moody's Junk Rating
----------------------------------------------------------
Moody's Investors Service lowered Michaels Stores, Inc.'s
Probability of Default and Corporate Family Ratings to Caa1 from
B3.  The company's SGL-3 Speculative Grade Liquidity rating was
affirmed.  The rating outlook is stable.

The downgrade follows from the company's weak operating
performance which results in a capital structure that Moody's
consider increasingly unsustainable at current performance levels.
In the fourth fiscal quarter, which is typically the company's
most profitable quarter, Michaels' reported a decline in same
store sales of 5.6% with EBITDA declining by 22%.  As a result,
debt/EBITDA has increased to in excess of 8.5 times with interest
coverage (EBITA/Interest) near 1.0 times.  "We anticipate the
macro economic environment will remain challenging and Moody's
therefore expect the company's financial leverage to remain high
for an extended period" said Moody's Vice President & Senior
Analyst Scott Tuhy.

The stable rating outlook reflects Moody's expectations that
Michaels will be able to maintain its good liquidity position and
that there is a limited level of maturing debt in the company's
capital structure in the near term.  The earliest debt maturity is
in October, 2011 when its $1.0 billion asset based revolver
expires.  The stable outlook also reflects expectations that the
company will take appropriate steps to manage expenses and
preserve liquidity, through actions such as its plans to
significantly curtail capital expenditures in 2009.  The stable
outlook also takes into consideration Michaels' strong market
position in the arts and crafts retailing industry.

These ratings were lowered, and LGD assessments amended:

  -- Corporate Family Rating to Caa1 from B3

  -- Probability of Default Rating to Caa1 from B3

  -- $2.3 billion Senior Secured Term Loan due 2013 to B3 (LGD 3,
     42%) from B2 (LGD 3, 39%%)

  -- $750 million Senior Unsecured Notes due 2014 to Caa2 (LGD 5,
     79%) from Caa1 (LGD 5, 78%)

  -- $400 million Senior Subordinated Notes due 2016 to Caa3 (LGD
     6, 91%) from Caa2 (LGD 6, 91%)

  -- $469 million (principal amount at maturity) Subordinated
     Discount Notes due 2016 to Caa3 (LGD 6, 95%) from Caa2 (LGD
     6, 91%)

This rating was affirmed:

  -- Speculative Grade Liquidity Rating at SGL-3

Moody's last rating action on Michaels was on September 16, 2008,
when the company's Corporate Family Rating was lowered to B3 from
B2 with a negative outlook.

Headquartered in Irving, Texas, Michaels Stores, Inc. is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.


MILACRON INC: U.S. Trustee Forms Five-Member Creditors Committee
----------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, appointed
five creditors to serve on an official committee of unsecured
creditors of Milacron Inc. and its affiliated debtors.

The members of the Committee are:

   1) Hotset Corp.
      1045 Harts Lake Rd.
      Battle Creek, MI 49037

   2) ADGO Engineering & CN
      3988 McMann Rd.
      Cincinnati, OH 45245

   3) Bosch Rexroth Corp.
      5150 Prarie Stone Pkwy
      Hoffman Estates, IL 60192

   4) McSwain Mfg. Corp.
      382 Circle Freeway Drive
      Cincinnati, OH 45246

   5) Daniel Meyer
      312 Walnut Street, Suite 1600
      Cincinnati, OH 45202

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. supplies plastics-
processing technologies and industrial fluids, with major
manufacturing facilities in North America, Europe and Asia.
First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., and Patrick Burns, Esq., at Dinsmore &
Shohl LLP, represent the Debtors in their restructuring efforts.
The Debtors proposed Torys LLP as counsel to the CCAA proceeding;
Conway Del Genio Gries & Co. LLC as restructuring and financial
advisor; Rothschild Inc. as banker and financial advisor; Kurtzman
Carson Consultants LLC as claims agent; and RSM Richter Inc. as
CCAA monitor.  Paul, Hastings, Janofsky & Walker LLP, represents
DIP Lender General Electric Capital Corp.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MORTON INDUSTRIAL: Court Okays KCC as Claims and Noticing Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
MMC Precision Holdings and its debtor-affiliates to employ
Kurtzman Carson Consultants LLC as claims, noticing and balloting
agent.

KCC is expected to perform various noticing, claims management and
reconciliation, Plan solicitation, balloting, disbursements and
other services, if necessary, at the request of the Debtors or the
Clerk's Office.

The Debtors have provided KCC with a $25,000 retainer, which will
be held by KCC during the Chapter 11 cases solely for the payment
of expenses incurred under the services agreement.

Michael J. Frisberg, vice president of corporate restructuring
services of KCC, told the Court that the firm will be paid in
accordance with the services agreement.

A full-text copy of the services agreement is attached as Exhibit
B (page 18) in the Debtors' motion and is available for free at:

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

The Court also approved the form and manner of notice of Section
341 Meeting.

                About MMC Precision Holdings Corp.

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.


MSGI SECURITY: Raises $250,000 by Issuing Short-Term Note
---------------------------------------------------------
MSGI Security Solutions, Inc., entered into a $250,000 short-term
note with three private institutional lenders.

The Company did not disclose the identity of the lenders.

The proceeds of the note were used primarily for a new business
venture as well as to meet short-term working capital requirements
of the Company.  The note carries a rate of 10% per annum and
matures on June 17, 2009.

The lenders have the right, at their sole discretion, to convert
the principal balance of the note plus accrued but unpaid
interest, in whole or in part, into common stock of the Company at
a conversion price of $0.25 per share.

The lenders presently hold warrants to purchase up to 16 million
shares of the Company's stock, which were issued at various times
during 2007 and 2008 in conjunction with certain convertible
instruments.  The lenders have agreed to exchange their warrants
for 10 million shares of the Company's common stock from time to
time so long as the lenders combined beneficial ownership never
exceeds 9.99%.  The exchange agreement will result in a reduction
in dilution of 6 million shares of the Company's common stock.

                        About MSGI Security

MSGI Security Solutions Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- provides of proprietary security
products and services to commercial and governmental organizations
worldwide.  MSGI is developing a combination of innovative
emerging businesses that leverage information and technology with
a focus on encryption technologies for actionable surveillance and
intelligence monitoring.  The company is headquartered in New York
City where it serves the needs of counter-terrorism, public
safety, and law enforcement in the United States, Europe, the
Middle East and Asia.

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Amper, Politziner & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about MSGI Security Solutions Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended June 30,
2007.  The auditing firm stated that the company has suffered
recurring losses and negative cash flows from operations.

As of December 31, 2008, the Company had $2.5 million in total
assets; $9.2 million in total current liabilities; and
$4.0 million in total long term liabilities, resulting
$10.7 million in shareholders' deficit.  The Company incurred a
net loss of $5.1 million for the fiscal second quarter ended
December 31, 2008.


M.W. SEWALL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: M.W. Sewall & Co.
        259 Front Street
        Bath, ME 04530

Bankruptcy Case No.: 09-20400

Type of Business: The Debtor distributes petroleum products.

Chapter 11 Petition Date: March 27, 2009

Court: District of Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  bankruptcy@mcm-law.com
                  Marcus, Clegg & Mistretta, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Philip R. Sewall, president.


NAT'L DRY CLEANERS: 2 Affiliates File Own Liquidating Plan
----------------------------------------------------------
Two affiliates of National Dry Cleaners Inc., Pride Cleaners
Inc. and DCI Management Group Inc., filed their own liquidating
Chapter 11 plan and disclosure statement, Bloomberg's Bill
Rochelle said.

Pursuant to the Plan -- which is being proposed by the two debtors
and their official creditors committee -- unsecured creditors of
the two companies will receive less than 10% on their claims
totaling about $5 million, Mr. Rochelle reported.

Assets sales for the two companies generated more than
$6.2 million.

The Court will convene a hearing to consider approval of the
adequacy of the information in the disclosure statement on
April 24.

                      About Nat'l Dry Cleaners

Headquartered in Phoenix, Arizona, National Dry Cleaners Inc. --
http://www.alphillips.com/and http://www.pridecleaners.com/--
aka Delia's Cleaners Inc. operates more than 300 dry cleaning
stores across the nation.  The enterprise employs more than 1,500
people.  As of June 30, 2008, NDCI operated 231 dry cleaning
stores and 6 central dry cleaning and laundry plants in nine
states.  Of the dry cleaning stores, 164 are drop stores, meaning
that the stores do not have dry cleaning or laundry equipment on
site, and 67 dry cleaning stores have the necessary equipment to
perform dry cleaning and laundry services on-site.  National
operates under the names Tuchman Cleaners, DryClean USA, Pride
Cleaners, and Al Phillips the Cleaner.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on July 7, 2008, (Bankr. D. Del. Case No.: 08-11382 to
08-11393).  The Debtors selected Epiq Bankruptcy Solutions LLC as
their claims, notice and balloting agent.  The Debtors listed
assets of $10 million to $50 million and debts of $10 million to
$50 million at its bankruptcy filing.


NATIONWIDE HEALTH: Moody's Lifts Preferred Shelf Rating from Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Nationwide
Health Properties to Baa2 (senior debt) from Baa3.  The outlook is
stable.

The ratings upgrade reflects the REIT's strong balance sheet,
ample liquidity and large unencumbered asset base.  In addition,
Nationwide Health Properties' enhanced its portfolio
diversification through the portfolio acquisition of medical
office buildings from Pacific Medical Buildings in 2008 which
increased this asset type to 20% of its total portfolio at YE2008
from 11% at YE2007.  Also reflected in the ratings upgrade is
Nationwide's consistent conservative capital strategy through its
recent years of growth.  Moody's notes that a key ratings
challenge continues to be the REIT's tenant concentration, with
its top five tenants representing 40% of its cash rent.

The stable rating outlook reflects Moody's expectation that NHP's
credit metrics will at a minimum remain at current levels and that
management continues to implement a conservative capital strategy
while engaging in measured, strategic growth.

Moody's indicated that a rating upgrade would be predicated upon
NHP increasing its size and diversification, as evidenced by gross
assets in excess of $8 billion and the REIT's top five operator
concentration trending down to less than 30% of NOI.  In addition,
positive rating drivers would include net debt to EBITDA at less
than 4.0X, secured debt levels below 10% and fixed charge coverage
above 3.0X -- on a consistent basis.  A rating downgrade could
result should Nationwide Health Properties experience challenges
in operator performance that would result in fixed charge coverage
falling below 2.5X, an increase in top five operator concentration
beyond 45%, employing a more aggressive capital strategy that
could be evidenced by a large, leveraged acquisition, or growth in
development beyond 10% of gross assets.

These ratings were upgraded with a stable outlook:

  * Nationwide Health Properties -- Senior unsecured debt to Baa2
    from Baa3; Senior unsecured debt shelf to (P)Baa2 from
    (P)Baa3; senior unsecured MTN to Baa2 from Baa3; senior
    subordinated shelf to (P)Baa3 from (P)Ba1; preferred stock to
    Baa3 from Ba1; preferred stock shelf to (P)Baa3 from (P)Ba1.

Moody's last rating action with respect to Nationwide Health
Properties was on February 26, 2008, when Moody's affirmed the
ratings of Nationwide Health Properties (Baa3 senior debt) and
revised the outlook to positive from stable.

Nationwide Health Properties [NYSE: NHP], headquartered in Newport
Beach, California, USA, is a real estate investment trust which
invests in senior housing facilities, long-term care facilities
and medical office buildings. As of December 31, 2008, NHP had
investments in 580 healthcare facilities in 43 states with total
book assets of $3.5 billion.


NCO GROUP: Moody's Affirms Corporate Family Rating at 'B2'
----------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and SGL-3 speculative grade liquidity rating of NCO Group, Inc.
The rating outlook remains negative.

In March 2009, NCO entered into an amendment to its credit
facility that relaxed financial covenant requirements, established
a 2.5% LIBOR floor for the credit facility and increased the
interest margin by 75 basis points.  In connection with the
amendment, One Equity Partners and other co-investors contributed
$40 million to NCO which was used to repay
$22.5 million of revolver borrowings and $15 million of term loan
borrowings.  The amendment and contribution eases near term
liquidity pressures by expanding covenant headroom and revolver
availability.  The SGL-3 reflects an adequate liquidity profile
with modest projected free cash flow, moderate headroom under
financial covenants and about $30 million of projected
availability under the $100 million revolver over the next four
quarters.

The B2 CFR and negative outlook anticipate earnings pressure in
the purchased accounts receivable, contingent collection and
customer relationship management businesses over the next year due
to the weak economy and deteriorating consumer payment patterns.
These pressures should be partially offset by strong demand for
first party collection services and the benefit of cost
containment and offshoring initiatives.  The ratings are
constrained by modestly weak credit metrics for the rating
category, limited business line diversity and moderate customer
concentration.  The ratings benefit from a leading market position
in the accounts receivable outsourcing industry and a large global
platform of on-shore and off-shore offerings.

Moody's affirmed these ratings:

  -- $604 million senior secured term loan due 2013, Ba3 (LGD 3,
     31%)

  -- $100 million senior secured revolver due 2011, Ba3 (LGD 3,
     31%)

  -- $165 million senior floating rate notes due 2013, B3 (LGD 4,
     66%)

  -- $200 million senior subordinated notes due 2014, Caa1 (LGD 6,
     91%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity rating, SGL-3

The last rating action on NCO was on November 21, 2008 at which
time Moody's affirmed the B2 CFR and SGL-3 speculative grade
liquidity rating and changed the rating outlook to negative from
stable.

Based in Horsham, Pennsylvania, NCO Group, Inc. is a global
provider of business process outsourcing services, primarily
focused on accounts receivable management and customer
relationship management.  The company also purchases and manages
past due consumer accounts receivable from consumer creditors such
as banks, finance companies, retail merchants, utilities,
healthcare companies, and other consumer-oriented companies.  NCO,
a portfolio company of One Equity Partners, reported revenues of
about $1.4 billion for the twelve month period ended September 30,
2008.


NEWELL RUBBERMAID: Moody's Affirms 'Ba1' Subordinated Debt Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to the proposed
$300 million senior note offering of Newell Rubbermaid, Inc.
Concurrently, Moody's affirmed the company's other ratings.  The
$300 million 10.6% senior unsecured note due 2019 along with the
$345 million 5.5% convertible senior notes due 2014, which is
expected to close on March 30, are intended to fund a portion of
about $750 million of debt which matures in 2009.  Debt maturities
in the second half of 2009, include i) about
$450 million relating to Newell's off-shore accounts receivables
securitization, ii) $250 million unsecured medium term notes, and
iii) a $50 million mandatory prepayment on the company's
$400 million three-year unsecured loan.  The company also
announced an uncommitted $250 million 364-day accounts receivable
facility slated for later this year.  The outlook for the ratings
remains negative.

Stabilization of the outlook would require indications that
downward revenue trends are easing, particularly in Office
Products and Tools & Hardware which are experiencing very severe
cyclical pressures.

Moody's affirmed these ratings:

  -- Baa3 rating on the existing senior unsecured notes;
  -- (P) Baa3 senior unsecured shelf rating;
  -- Ba1 subordinated debt rating;
  -- Prime-3 Commercial Paper rating.

The outlook for the ratings is negative.

Newell Rubbermaid Inc., based in Atlanta, Georgia, is a leading
manufacturer of consumer products utilized in the home and office
segments, with brands including Rubbermaid, Calphalon, Sharpie and
Dymo, as well as baby and youth products sold under the Graco
brand.  Other key brands include Paper Mate, EXPO, Waterman,
Parker, Rolodex, IRWIN, LENOX, BernzOmatic, Levolor and Goody.
Newell has about 22,500 employees worldwide and reported
approximately $6.5 billion in revenues in fiscal 2008.


NEXTMEDIA OPERATING: S&P Junks Corporate Credit Rating From 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Englewood, Colorado-based NextMedia
Operating Inc. by two notches.  The corporate credit rating was
lowered to 'CCC' from 'B-', and the rating outlook is negative.

"The ratings downgrade reflects our uncertainty regarding
NextMedia's ability to obtain permanent covenant relief in the
currently tight credit markets," said Standard & Poor's credit
analyst Jeanne Mathewson.  "Without covenant relief, S&P believes
the company will violate covenants by the end of March, given a
tightening leverage covenant and our expectation that revenue
declines have accelerated in the first quarter of 2009."

In addition, EBITDA coverage of cash interest was 1.2x for 2008,
and the difficult business outlook could increase pressure.  The
rating action also reflects S&P's concern that the company has
limited liquidity and cash flow to meet any further increase in
its bank pricing and any fees associated with a waiver or
amendment.

Roughly 45% of NextMedia's EBITDA comes from outdoor advertising,
with the remainder from radio advertising and other revenue.
Revenue and EBITDA decreased 8.8% and 12%, respectively, for the
quarter ended Dec. 31, 2008.  Outdoor advertising revenue was down
7.8% in the quarter, and radio advertising revenue declined 9.4%.
Pro forma for asset sales, EBITDA margins declined to 34.8% in
2008 from 36.7% in 2007.  S&P expects the declines in advertising
revenue to continue through 2009 and possibly into 2010.

Pro forma for deleveraging asset sales in the fourth quarter,
lease-adjusted debt to EBITDA declined to 7.8x for the 12 months
ended Dec. 31, 2008, from 8.9x a year earlier.  EBITDA coverage of
interest was extremely thin, at 1.1x. Pro forma for asset sales,
EBITDA coverage of interest was slightly better at 1.5x.  The
company converted a scant 4% of EBITDA to discretionary cash flow
for the 12 months ended Dec. 31, 2008.  S&P expects EBITDA
interest coverage to fall below 1.0x and discretionary cash flow
to decline into negative territory as a result of continued
revenue declines and an increased interest burden due to the
recent credit agreement amendment.

The credit agreement contains minimum interest coverage, maximum
first-lien leverage, and maximum total leverage ratio
requirements.  As of Dec. 31, 2008, NextMedia was in compliance
with all three financial covenants.  However, S&P believes the
company will be unable to comply with a tightening leverage
covenant at the end of March without covenant relief.  Absent
additional borrowing, the company has minimal liquidity and cash
flow to meet any further increase in its bank pricing and any fees
associated with a waiver or amendment.


NORTEL NETWORKS: Ciena Considering Purchase of Ethernet Unit
------------------------------------------------------------
Ciena Corp. is considering to purchase a unit from Nortel Networks
Corp., Serena Saitto and Rochelle Garner of Bloomberg News
reported, citing a person familiar with the matter.

Nortel's Metro Ethernet Networks unit may be valued at about
$300 million, the source told Bloomberg.  According to Bloomberg,
Lazard Ltd. is handling a possible sale of Nortel's assets, and
information about the Company will be made available to
prospective buyers, according to another person close to the
matter.

The report relates that Nortel put the Ethernet unit up for sale
in September and suspended those plans after its bankruptcy
filing.  The Company has lost almost $7 billion in the past two
years as customers fled to competitors such as Cisco Systems Inc.
seeking products that use newer technology.  Nortel is in talks to
sell other assets to rivals, Bloomberg said, citing people close
to the situation.  Siemens Enterprise Communications, the report
added, is weighing a bid for the unit that builds communication
networks for companies, while Nokia Siemens Networks is looking at
the division that makes wireless voice gear.

Ciena, which makes fiber-optic network gear that provides faster
data-download speeds, has struggled to reverse sales declines for
the past two quarters as carriers scaled back network upgrades
amid a worsening recession.  The report points out that buying the
Nortel division would give Ciena more products that carriers can
use to transmit video and other Internet traffic within cities.

Samuel Wilson, an analyst at JMP Securities LLC, said in an
interview from San Francisco, "They need to get bigger or they're
in trouble.  It's feast or famine for Ciena.  This will help them
smooth out customers' buying patterns."

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORKS: Wins Approval to Pay Bonuses to 92 Executives
--------------------------------------------------------------
Nortel Networks Corp. was authorized by the U.S. Bankruptcy Court
for the District of Delaware to implement an incentive bonus
program for the top eight executives that could cost up to
$7.3 million.  The Court previously approved a bonus program for
84 other executives.  All 92 together, the total cost could be
$23 million.

As reported by the TCR on March 13, the bankruptcy judge
previously approved a key employee incentive plan for Nortel.
About 880 employees of the Nortel companies -- 446 of whom are
employees of the Debtors -- will be covered by the Key Employee
Retention Plan.  The Debtors are estimated to pay $12.4 million of
the $22 million expect to be paid under the KERP.

Payments under the Key Employee Incentive Plan will be tied to the
achievement of three milestones (i) the "North American
objectives" of the Nortel companies' cost reduction plan; (ii) the
parameters that may result in a leaner and more focused
organization; and (iii) the later of the confirmation of the
Debtors' plan of reorganization or the Canadian debtors' plan of
restructuring and arrangement.  The aggregate potential payout
under the KEIP will be $23 million by the Nortel Companies (which
includes non-debtors), of which up to $14.6 million will be paid
by the Debtors.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NOVA BIOFUELS: Case Summary & 28 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nova Holding Clinton County, LLC
        614 Shipyard Road
        Seneca, IL 61360

Bankruptcy Case No.: 09-11081

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Nova Biofuels Clinton County, LLC                  09-11082
Nova Holding Seneca, LLC                           09-11083
Nova Biofuels Seneca, LLC                          09-11084
Nova Holding Trade Group, LLC                      09-11085
Nova Biofuels Trade Group, LLC                     09-11086
NBF Operations, LLC                                09-11087

Type of Business: The Debtors make industrial organic chemicals
                  and biological products.

Chapter 11 Petition Date: March 30, 2009

Court: District of Delaware (Delaware)

Debtors' Counsel: David W. Carickhoff, Jr., Esq.
                  carickhoff@blankrome.com
                  Blank Rome LLP
                  Chase Manhattan Centre
                  1201 Market Street, Suite 800
                  Wilmington, DE 19801
                  Tel: (302) 425-6400
                  Fax: (302) 425-6464

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtors' Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Lipid Logistics, LLC                             $4,895,529
151 Springfield Ave., Suite B
Joliet, IL 60436
Tel: (815) 741-9300

Ashland, Inc.                                    $538,164
50 E. Rivercenter Blvd.
P.O. Box 391
Covington, KY
Tel: (800) 530-6171

White Cross  Laboratories, Inc.                  $341,272
350 Theodore Fremd Avenue
Rye, NJ 10580
Tel: (914) 921-0600

American Railcar Leasing                         $180,676

Veolia Industrial Services Inc.                  $121,588

Malone & Bailey, PC                              $107,685

Petroleum Tax Bureau                             $100,583

Luse-Stevenson Co.                               $97,007

American International Companies                 $95,789

US Bank Lock Box                                 $91,623

August Winter & Sons Inc.                        $86,700

Commonwealth Edison Company                      $82,668

Baker & McKenzie, LLP                            $74,444

SICR, Inc.                                       $62,190

Piper Jaffray                                    $56,321

Stolley & Orlebeke, Inc.                         $52,532

Tuthill Vacuum & Blower Systems                  $48,274

Blue Cross Blue Shield                           $44,571

Sonnenschein Nath & Rosenthal LLP                $44,241

TWTelecom I                                      $42,137

I Mid States Industrial, Inc.                    $41,183

Christianson and Associates                      $38,000

E.1. Cattani & Son, Inc.                         $36,520

Nicor Gas                                        $35,836

Halliburton Investor Relations                   $33,848

JCI Industries, Inc.                             $30,233

JMI Instr. Co.                                   $28,399

Nalco Company                                    $27,515

Machinery Maintenance Inc.                       $25,577

The petition was signed by Kenneth T. Hern, president and chief
executive officer.


NOVADEL PHARMA: Appoints Zodda as Interim CFO to Replace Spicer
---------------------------------------------------------------
Michael E. Spicer, Chief Financial Officer and Corporate Secretary
of NovaDel Pharma Inc., informed the Board of Directors of the
Company that he intends to resign from his positions with the
Company effective April 1, 2009.

Mr. Spicer has served as the Company's Chief Financial Officer
since December 2004 and as the Company's Corporate Secretary since
April 2006.  There is no disagreement between Mr. Spicer and the
Company on any matter relating to the Company's operations,
policies or practices.

The Board of Directors of the Company on March 25 appointed Deni
M. Zodda, the Company's Chief Business Officer, as Interim Chief
Financial Officer, Principal Financial Officer and Corporate
Secretary as soon as Mr. Spicer leave the Company.

Dr. Zodda joined the Company in 2007, and has been responsible for
our business development activities.  Previously, he was Interim
Chief Executive Officer at StemCapture, Senior Vice President of
Business Development and Principal Financial Officer at Discovery
Laboratories and Managing Director/Head Biotechnology Corporate
Finance Group at KPMG.  He also held management positions at
Cephalon, Wyeth Ayerst, Baxter International and SmithKline
Beecham.

The Company has hired Joseph M. Warusz as a consultant, who will
serve as Principal Accounting Officer of the Company, effective
April 1, 2009.  Since March 2006, Mr. Warusz has been providing
consulting services to a broad range of clients in the life
sciences sector.  From August 2005 to March 2006, Mr. Warusz was
Vice President, Finance of Amicus Therapeutics Inc.  From May 2000
to June 2005, Mr. Warusz was Vice President, Finance of Orchid
Biosciences, Inc.

                        About NovaDel Pharma

Based in Flemington, New Jersey, NovaDel Pharma Inc. (NYSE
Alternext: NVD) -- http://www.novadel.com/-- is a specialty
pharmaceutical company developing oral spray formulations for a
broad range of marketed drugs.

J.H. Cohn LLP, in Roseland, N.J., expressed substantial doubt
about NovaDel Pharma Inc.'s ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring losses from operations and negative cash flows
from operating activities.

As of September 30, 2008, the company's balance sheet showed total
assets of $5.5 million and total liabilities of $7.2 million,
resulting in total stockholders' deficit of $1.6 million.


NOVASTAR FINANCIAL: Won't Make Dividend Payment Due Today
---------------------------------------------------------
NovaStar Financial, Inc. notified the holders of the Company's
8.90% Series C Cumulative Redeemable Preferred Stock, par value
$0.01 per share that the Company will not make the dividend
payment on the Series C Preferred Stock due on March 31, 2009.

According to Novastar, the holders of the Series C Preferred Stock
will have the right, as of March 31, 2009, to elect two additional
directors to the Company's board of directors because dividends on
the Series C Preferred Stock are presently in arrears for five
quarters, under the terms of the Articles Supplementary to the
Company's Charter that established the Series C Preferred Stock.

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

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

On January 30, 2009, NovaStar management, in consultation with the
Company's independent auditors, concluded that the condensed
consolidated financial statements as of and for the six and three
months ended June 30, 2008, presented in the Company's previously
issued Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2008, filed on August 18, 2008 should be restated.
Earlier this month, the Company filed Amendment No. 1 to the
Second Quarter Form 10-Q to restate the condensed consolidated
financial statements and make the related revisions to the Second
Quarter Form 10-Q to the condensed consolidated financial
statements.  A full-text copy of Amendment No. 1 is available at
no charge at http://ResearchArchives.com/t/s?3ae7

On March 10, 2009, the Company's Board of Directors adopted an
amendment to Section 1 of Article I of the Company's bylaws
relating to the setting of the date of the Company's annual
meeting of stockholders.  The amendment provides that "An annual
meeting of stockholders of the Corporation for the purpose of
electing directors and transacting such other business as may
properly come before the meeting shall be held each year on such
date and at such time as shall be designated by the Board of
Directors.  Meetings of stockholders shall be held at the
principal office of the Corporation or at such other place within
the United States as shall be stated in the notice of the
meeting."

                  About NovaStar Financial Inc.

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- prior to
significant changes in its business during 2007 and the first
quarter of 2008, the company originated, purchased, securitized,
sold, invested in and serviced residential nonconforming mortgage
loans and mortgage backed securities.

                        Going Concern Doubt

Deloitte & Touche LLP, in Kansas City, Missouri, expressed
substantial doubt about Novastar Financial Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2007, and 2006.

The auditing firm pointed to the company's deficit in
shareholders' equity, the disruption in the credit markets and
related liquidity issues, the sale of its loan servicing
operations and the decision to cease all of its mortgage lending
operations.

Novastar Financial Inc.'s consolidated balance sheet at June 30,
2008, showed $1.5 billion in total assets, $1.1 billion in total
liabilities, and $384.4 million in total stockholders' deficit.


OCWEN FINANCIAL: Fitch Retains Negative Watch on 'B+' Rating
------------------------------------------------------------
Fitch Ratings maintains the Negative Rating Watch on Ocwen
Financial Corp.'s 'B+' long-term Issuer Default Rating and 'B'
short-term IDR.  However, due to several positive developments and
further clarity into OCN's servicing advance capacity, Fitch
expects to resolve the Negative Rating Watch within the next
month.

While maintaining sufficient advancing capacity is key to
resolving the Negative Rating Watch, other positive developments
have materialized and contribute to ratings stability.  As a
recognized low cost provider of residential loans, OCN has a
unique opportunity to generate new third party or special
servicing business.  In addition, the company has been proactive
at loan modifications which have reduced default rates and, as a
result, the need to make servicing advances.  Further, the
company's loss mitigation programs have created special servicing
opportunities for guarantors and owners of non-performing
mortgages.  For example, Freddie Mac has selected OCN as a special
servicer for a high risk loan pilot program in February 2009.

On the funding side, the company has made significant progress
towards maintaining advance financing capacity. The company has,
for example:

  -- Extended its investment line financed by auction rate
     securities through June 30, 2009 and repaid approximately
     half of the balance;

  -- Maintained match funded advance capacity by replacing notes
     that entered amortization in 2008;

  -- Renewed, increased or added advance facilities; and,

  -- Reduced servicer advance funding requirements by $216.3
     million in 2008.

To supplement the actions above, renewing a credit facility
expiring over the next 30 days would add a margin of safety and
flexibility to support the current rating.  If renewed, Fitch
would likely affirm the current rating and assign a Stable
Outlook.  Funding challenges aside, Fitch expects operating
performance to improve in light of additional third-party
servicing opportunities from the public sector.

These ratings remain on Rating Watch Negative:

Ocwen Financial Corp.

  -- Long-term Issuer Default Rating at 'B+';
  -- Short-term IDR at 'B'.


PEANUT CORP: Federal Wants Ruling on $1M Insurance Distribution
---------------------------------------------------------------
Peanut Corp. of America has a $1 million insurance coverage from
Federal Insurance Co.  According to Bloomberg's Bill Rochelle,
Federal is asking the U.S. Bankruptcy Court for the Western
District of Virginia to decide how to divide the proceeds from the
policy as claims exceeds the amount of claims asserted.

Lynchburg, Virginia-based Peanut Corporation of America --
http://www.peanutcorp.com/-- was a peanut processing company and
maker of peanut butter for bulk distribution to institutions, food
service industries, and private label food companies.

Peanut Corp. filed a petition on Feb. 13 for liquidation in
Chapter 7 in U.S. Bankruptcy Court before the U.S. Bankruptcy
Court for the Western District of Virginia (Case No. 09-60452).
Peanut Corp. listed both assets and liabilities in the range of
$1 million to $10 million.


PENHALL INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its ratings
on Penhall International Corp., including the long-term corporate
credit rating to 'B-' from 'B'.  The outlook is negative.

"The downgrade reflects our concerns regarding Penhall's difficult
end markets in nonresidential commercial construction, which is
unlikely to improve in the near term," said Standard & Poor's
credit analyst Sarah Wyeth.  S&P believes deteriorating operating
performance could pressure cash flow generation and weaken the
company's liquidity.

The ratings on Anaheim, California-based Penhall reflect the
company's modest positions in the small and fragmented niche
construction services market and related equipment rental markets,
and its highly leveraged financial risk profile.

Penhall provides construction and demolition contracting services
such as concrete cutting and highway grinding.  The company has
limited geographic diversity with approximately 40% of its sales
derived from projects in California. The majority of work is
dependent on publicly financed, highway-related projects or
commercial construction.  Recently, spending for highway
renovation and commercial construction in California has been weak
or delayed and Penhall's utilization has declined.  S&P does not
expect the new economic stimulus package to meaningfully reverse
the negative trend in demand for Penhall's infrastructure services
in the near term, nor do S&P expects nonresidential construction
to improve significantly.  In the longer term, funding from
federal transportation programs targeting highway and bridge
maintenance could provide a reliable source of business.  Penhall
has a somewhat variable cost structure because it hires operators
on an as-needed hourly basis from both union and nonunion sources.
Also, because of the type of equipment it maintains, the company
can allow its fleet to age with limited effects on the equipment's
useful life.

The company does not have capacity for acquisitions and dividends
at the current rating.  Penhall has publicly discussed the
possibility of merging with LVI Services Inc., another company in
the portfolio of Code Hennessey & Simmons.  However, in the
current credit market, S&P believes a recapitalization is
unlikely.

Liquidity is limited and could become constrained in the next one
to two years.  Penhall maintains minimal cash, and cash flow could
be low in 2009.  In response to market volatility, Penhall has the
ability to exercise some discretion on its capital expenditures
and has reduced them to roughly $6 million, compared with almost
$13 million in 2007.

The outlook is negative.  S&P could lower the ratings if
availability under the company's revolving credit facility is
likely to approach the $10 million threshold, and the company is
unlikely to meet its leverage covenant.


PHOENIX CDO: Fitch Downgrades Ratings on Class B Notes to 'BB'
--------------------------------------------------------------
Fitch Ratings has downgraded one and affirmed three classes of
notes issued by Phoenix CDO II.:

  -- $78,039,618 class A notes affirmed at 'AAA', Outlook Stable;

  -- $39,000,000 class B notes downgraded to 'BB' from 'BBB',
     Outlook Stable;

  -- $28,663,287 class C-1 notes affirmed at 'C';

  -- $19,466,413 class C-2 notes affirmed at 'C'.

The distressed ratings have been removed from the class C-1 and C-
2 notes.  Fitch does not assign Rating Outlooks to classes rated
'CCC' or below.  Additionally, Fitch has removed classes A and B
from Rating Watch Negative.

The rating actions are due to Fitch's recently adjusted default
and recovery rate assumptions for analyzing structured finance
CDOs, in addition to the continued accrual of defaulted interest
to the class B notes.

In June 2003, the aggregate principal balance of the collateral
debt securities dropped below the aggregate balance of the rated
notes, resulting in an event of default.  In December 2003, the
majority holders of the senior class voted to accelerate the
maturity of the transaction, which diverts all interest and
principal cash proceeds to pay down the class A notes.  As a
result, the class B notes have accrued approximately $9.1 million
of defaulted interest payments as of the March 1, 2009 payment
date and will continue to accrue defaulted interest as well as
interest on the defaulted interest until the class A notes are
paid in full.  Although the class B note holders may not receive
interest or principal distributions for the next several years,
Fitch expects the class B investors to receive the ultimate
payment of interest (including defaulted interest) and principal
under 'BB' stress scenarios by the legal final maturity date.  The
deferred interest on the class C notes is being paid in kind and
currently totals approximately $8.7 million for the class C-1
notes and $9 million for the class C-2 notes as of the March 1,
2009 payment date.

The class A notes have paid down approximately 75.2% of their
original balance since closing, as well as approximately 59.6%
since the rating action on June 15, 2006.  They received
$17.1 million in 2009 following $37.7 million in paydowns during
2008.  These notes will also benefit from additional proceeds
following the June 2009 payment as Phoenix II's out of the money
interest rate swap expires.

Phoenix II is a collateralized debt obligation, which closed
May 16, 2000, and the static portfolio is monitored by Phoenix
Investment Partners, Ltd.  The Phoenix II portfolio is composed of
42.1% commercial mortgage-backed securities, 35.4% residential
mortgage-backed securities, 18.9% asset-backed securities, and
3.6% real-estate investment trusts.  The assets are primarily from
the 1996-2000 vintages.  The creditworthiness of the assets has
remained relatively stable as the trustee reported weighted
average rating remains in the 'BBB-' rating category.

The rating actions resolve the 'Under Analysis' status issued on
Oct. 14, 2008, following Fitch's announcement of its proposed
criteria revision for analyzing SF CDOs.  The revised criteria
report, 'Global Rating Criteria for Structured Finance CDOs' was
published in its final form on Dec. 16, 2008, along with an
updated version of the Fitch Portfolio Credit Model that includes
additional functionality for analyzing SF CDOs.  As part of this
review, Fitch makes standard adjustments for any names on Rating
Watch Negative or with a Negative Outlook, downgrading such
ratings for default analysis purposes by three and one notches,
respectively.


PLUM CREEK: Moody's Affirms Preferred Shelf Rating at 'Ba2'
-----------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior unsecured
rating of Plum Creek Timberlands, LP and revised the outlook to
stable, from positive.  The outlook change was driven more by the
poor operating environment than by Plum Creek's performance, which
has been solid.

Moody's said that improvement has been difficult to achieve for
Plum Creek in the areas of size, diversity, earnings and cash flow
as a result of the unprecedented and prolonged downturn in the
REIT's forward markets.  Furthermore, transactions will be more
difficult within its real estate division, given the overall lack
of credit.  Until the general uncertainty lifts, it is problematic
to foresee meaningful rating momentum. Leverage metrics for the
issuer had been drifting upward; however, the company has been
recently active in reducing debt, including with the use of
proceeds from a large joint venture formed in 4Q08.  Ultimately,
Plum Creek's metrics are very strong for its rating and liquidity
remains very good with the REIT covering its operations, debt
maturities and capital needs from internal sources through the end
of 2010.

The stable ratings outlook reflects Moody's view that Plum Creek
will generate more than enough cash flow to meet its commitments
and will maintain good balance sheet flexibility over the next
year.  Plum Creek's rating would likely move higher should its
timberlands total 6 million acres or higher, EBITDA returns to
levels of at least $550 million (before real estate basis) and
EBITDA margins return to the high 30% range, provided that net
debt over EBITDA remains below 4.5x (excluding real estate basis
and joint ventures).  Demand stabilization in the lumber and to a
lesser extent pulp markets would also be needed for an upward
rating movement.  Conversely, ratings will likely come under
pressure with leverage in excess of 5.5x, fixed charge coverage
below 3.0x or secured debt above 10% of gross assets.  A downgrade
could also result if timber prices continue to fall and recovery
does not materialize within 24 months, or should Plum Creek's
manufacturing operations increase meaningfully relative to timber
and timberlands.

These ratings were affirmed with a stable outlook:

* Plum Creek Timber Company, Inc. -- (P)Ba2 preferred shelf.

* Plum Creek Timberlands, LP -- Baa3 senior unsecured; (P)Baa3
  senior unsecured shelf; (P)Ba1 senior subordinate shelf; (P)Ba1
  subordinate shelf.

In its most recent rating action with respect to Plum Creek,
Moody's affirmed the REIT's senior debt at Baa3 with a positive
outlook on June 27, 2007.

Plum Creek Timber Company, Inc. is a timber REIT headquartered in
Seattle and is the largest and most geographically diverse private
landowner in the nation with more than 7 million acres of
timberlands in major timber producing regions of the United States
and 10 wood products manufacturing facilities in the Northwest.


POWERMATE CORP: Asks Court to Approve Home Depot Settlement Pact
----------------------------------------------------------------
Powermate Holding Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve the settlement agreement
between the Debtors and Home Depot U.S.A., Inc. regarding the
resolution of the adversary proceeding commenced by the Debtors
against Home Depot with respect to certain accounts receivable.

The adversary proceeding, Adv. Proc. No. 08-50637, was commenced
on May 12, 2008.

Prepetition, the Debtors sold certain goods to Home Depot for
resale in its retail stores.  Powermate asserts that Home Deposit
is indebted to the Debtors in the aggregate amount of $3,695,798.
Home Depot however alleges that it is entitled to certain setoffs
and offsets for warranty claims, defective/damaged products,
returns and indemnification obligations.

The Debtors tell the Court that the settlement agreement was
negotiated at arm's length and will save their estates potentially
significant legal fees.

The terms of the settlement were not disclosed in the motion.  The
Debtors have filed a separate motion requesting that they be
allowed to file certain portions of the Settlement Motion under
seal.  An unredacted settlement motion will however be made
available to counsel to the U.S. Trustee, counsel to the Official
Committee of Unsecured Creditors, and the post-petition lenders.

The Debtors relate that that filing of certain portions of the
settlement motion under seal is necessary because disclosure of
the terms of settlement may negatively impact other pending
actions or proceedings involving third parties that may have a
negative financial impact on the Debtors or Home Depot.

                      About Powermate Corp.

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, air tools, pressure washer
and accessories.  Products were distributed through mass
retailers, home centers, specialty store chains, industry buying
cooperatives, online e-Dealers, and independent hardware
retailers.  Prior to the Petition Date, the Debtors sold their air
compressor business and related assets.  Sun Capital Partners
bought 95% of Powermate in 2004.

Powermate Holding Corp. is the parent of Powermate Corp.  In turn
Powermate Corp. owns 100% of Powermate International Inc.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the Official Committee of Unsecured Creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., and Daniel A.
O'Brien, Esq., at Bayard P.A., represent the Creditors Committee
as local counsel.

In schedules filed with the Court, the Debtors listed total assets
of and debts of over $69 million and $144 million, respectively.


QIMONDA NA: Parent Continues Talks for Resumption of Operations
---------------------------------------------------------------
Bloomberg's Mike Gavin reported that the insolvency administrator
of Qimonda North America Corp.'s parent, Qimonda AG said talks
aimed at finding a way to keep the company in operation will
continue beyond March.  Production in Dresden is to be put "on
standby" by the end of March, according to the report.

Meanwhile, Portugal's government is willing to buy 14% of Qimonda
AG, the memory-chipmaker that filed for insolvency protection in
January, Diario de Noticias said, citing the head of Portugal's
investment agency.  According to Jim Silver of Bloomberg,
Mr. Diario reported that Basilio Horta, head of the Portuguese
Investment and Foreign Trade Agency said, "Portugal would acquire
the stake as part of a rescue plan so long as the German company
maintains its plant in Vila do Conde, northern Portugal."

Die Welt said Qimonda AG will send most of its employees into a
transfer company to help them find new jobs.  According to the
newspaper's preview edition, Qimonda will keep only about 600
people at its plant in Dresden to keep the production "on
standby".  A total of 2,200 people in Dresden and most of its
1,100 employees in Munich will leave the company, Die Welt said.
Transfer companies employ people threatened by unemployment for as
long as a year to bridge time to find a new job.

                         About Qimonda NA

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.  In its bankruptcy petition, Qimonda estimated assets and
debts of more than S$1 billion.


QUICKSILVER RESOURCES: Moody's Cuts Corp. Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service downgraded Quicksilver Resources Inc.'s
Corporate Family Rating and Probability of Default Rating to B1
from Ba3.  Moody's also downgraded the company's senior secured
second lien term loan and senior secured notes ratings to B2
(LGD 4, 62%) from B1 (LGD 4, 59%), and the senior subordinated
notes rating to B3 (LGD 6, 91%) from B2 (LGD 5, 88%).  The
speculative grade liquidity rating remains SGL-3 and the outlook
continues to be negative.

"The downgrade reflects Quicksilver's high leverage and the low
likelihood of the company achieving the amount of debt reduction
necessary to support a rating higher than B1," commented Pete
Speer, Moody's Vice-President.  "The negative outlook highlights
Quicksilver's tight debt covenant headroom and the execution risk
related to the company's debt reduction plans."

The largely debt funded Alliance acquisition in August 2008
effectively doubled the company's leverage metrics, despite
Quicksilver recording a substantial drillbit addition of proved
reserves in excess of the negative revisions caused by lower
commodity prices.  While the company is pursuing several
apparently viable options to reduce debt, the large amount of debt
reduction necessary to support a Ba3 rating in the current
commodity price and capital markets environment is not likely.
Moody's also believe that the company could resume its more
aggressive financial policies in a stronger commodity price
environment, which would be more readily accommodated at the B1
CFR.

The $700 million senior secured second lien term loan used in
funding the Alliance acquisition has asset coverage covenants
based on a prescribed valuation of Quicksilver's proved reserve
base.  The collapse in natural gas and NGL prices in the second
half of 2008 resulted in the company just clearing these covenants
at December 31, 2008.  This leaves the company's future covenant
compliance at risk to further commodity price declines and the
execution of its debt reduction plans.  The company's substantial
hedging of 2009 and 2010 production somewhat mitigates the
commodity price exposure while the expected significant decline in
oilfield services costs this year could also help the proved
reserves valuation.  However, there is still risk that the
covenant could be tripped and while Moody's believe that the
company could obtain a waiver, the current capital markets
environment raises significant uncertainties regarding the
ultimate outcome of such a scenario.

The outlook could return to stable if Quicksilver executes its
debt reduction plans, significantly reduces its debt covenant
compliance risk and strengthens its liquidity.  The ratings could
be downgraded if liquidity were to tighten further due to a debt
covenant violation or an unexpected reduction in the company's
borrowing base revolving credit facility.

The last rating action was on July 29, 2008 when Moody's affirmed
Quicksilver's Ba3 CFR, assigned a B1 rating to the senior secured
second lien term loan and changed the outlook to negative.

Quicksilver Resources, Inc., is an independent exploration and
production company headquartered in Fort Worth, Texas.


QUEBECOR WORLD: Holders Seek to Convert 340,200 Series 5 Shares
---------------------------------------------------------------
Quebecor World Inc. said that, on or prior to March 27, 2009, it
received notices in respect of 340,200 of its remaining 1,440,064
issued and outstanding Series 5 Cumulative Redeemable First
Preferred Shares (CA:IQW.PR.C) requesting conversion into the
Company's Subordinate Voting Shares (CA:IQW).

In accordance with the provisions governing the Series 5 Preferred
Shares, registered holders of the shares are entitled to convert
all or any number of their Series 5 Preferred Shares into a number
of Subordinate Voting Shares effective as of June 1, 2009,
provided the holders gave notice of their intention to convert at
least 65 days prior to the Conversion Date.  The Series 5
Preferred Shares are convertible into that number of the Company's
Subordinate Voting Shares determined by dividing C$25.00 together
with all accrued and unpaid dividends on such shares up to May 31,
2009 by the greater of (i) C$2.00 and (ii) 95% of the weighted
average trading price of the Series 5 Preferred Shares on the
Toronto Stock Exchange during the period of twenty trading days
ending on May 28, 2009.

The next conversion date on which registered holders of the Series
5 Preferred Shares will be entitled to convert all or any number
of such shares into Subordinate Voting Shares is September 1,
2009, and notices of conversion in respect thereof must be
deposited with the Company's transfer agent, Computershare
Investor Services Inc., on or before June 26, 2009.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


REFCO INC.: District Judge Throws Out Lawsuit vs. Mayer Brown
-------------------------------------------------------------
Judge Gerald Lynch of the U.S. District Court for the Southern
District of New York dismissed Mayer Brown LLP and a firm partner
from a proposed securities class-action suit stemming from the
collapse of Refco, Inc., saying outside counsel could not be held
liable for the alleged multimillion-dollar fraud scheme that
felled the defunct brokerage firm, Law360 reports.

In a ruling issued on March 17, 2009, Judge Lynch granted motions
by Mayer Brown and partner Joseph P. Collins to dismiss them as
defendants in the case, according to the Law360 report.

Thom Weidlich of Bloomberg reports that Judge Lynch ruled that
Refco Inc. investors can't sue former partner Mayer Brown LLP over
work done for the defunct futures trader that collapsed after a
fraud was discovered.

Bloomberg states that Judge Lynch threw out the case against the
law firm and Joseph Collins, the former partner who was in charge
of Refco's account.  Judgle Lynch said that under federal
securities law and a U.S. Supreme Court ruling, they couldn't be
sued by individual investors for aiding a fraud.

In his decision, Judge Lynch wrote, "The Supreme Court and
Congress have declined to provide a private right of action for
victims of securities fraud against those who merely -- if
otherwise substantially and culpably -- aid a fraud that is
executed by others."

                          About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represented the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represented the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REVLON INC: Better Positioned in 2009, Management Tells Investors
-----------------------------------------------------------------
Revlon, Inc.'s senior management last week told investors that
Revlon is better positioned in 2009 than in many years to maximize
business results, given its strong global brands, highly capable
organization; sustainable, reduced cost structure; and improved
capital structure.

Management said recent trends show improvements in Revlon's
financial performance.  In 2008, Revlon reduced its debt by
$110 million and grew the Revlon brand color cosmetics net sales
by 9%.

Revlon management made a presentation to investors on March 24,
2009.  The Investor Presentation was divided into these major
components: Business Overview; Strategy; Building Strong Brands;
and Financial Performance.

To enhance operating profit margins and cash flow, management said
Revlon reduced cost base from 2009 and 2007 restructurings by $55
million; reduced cost base from fourth quarter 2008 realignment of
sales force by $6 million; established continuous improvement
initiatives and cost controls; and focused on reducing working
capital as percentage of net sales, and also focused primarily on
inventory reduction.

As of February 28, 2009, Revlon had unutilized borrowing capacity
and cash of $151.6 million -- $121.2 million available under its
revolving credit facility and $30.4 million in cash and cash
equivalents.

According to management, factors impacting expected 2009 ash flows
are:

     Capital expenditures               $20 million
     Permanent display expenditures     $50 million
     Interest paid                     $123 million in 2008 actual
     Taxes                              $15 million
     All other cash flows               $15 million

Revlon also expects to incur pension-related expense of between
$30 million and $35 million, compared to $7.4 million in 2008.
Revlon also expects to make cash contributions in 2009 of between
$25 million and $30 million, compared to 412.8 million in 2008.

A full-text copy of the March 24 investor presentation is
available at http://ResearchArchives.com/t/s?3abc

                      About Revlon Inc.

Headquartered in New York City, Revlon Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti- perspirants/deodorants
and personal care products company.  The company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R) and Ultima II(R).


REXNORD LLC: Offer to Exchange Cues S&P's Junk Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Rexnord LLC to 'CC' from 'B'.  The
outlook is negative.  S&P affirmed the issue-level ratings on the
company's debt.

The rating action follows the company's announcement that it has
commenced an offer to exchange Rexnord Holdings Inc. pay-in-kind
toggle senior notes due 2013 (unrated) with new 9.5% senior notes
due 2014.

"Our downgrade does not reflect a perceived increase in Rexnord's
bankruptcy risk.  Rather, S&P's downgrade is based on the offer
Rexnord has made to retire debt for less than originally
contracted, which S&P considers a de-facto partial restructuring,"
said Standard & Poor's credit analyst Dan Picciotto.

Similarly, investors' potential willingness to accept a
substantial discount to contractual terms provides evidence that
they have significant doubts about receiving full payment on
obligations.

S&P will lower its corporate credit rating on Rexnord to 'SD'
(selective default) upon completion of the offer.  Shortly
thereafter, we'll assign a new corporate credit rating,
representative of the default risk, after reviewing the new
capital structure.

The company also announced that it has commenced an offer to
exchange its 8.875% senior notes due 2016 with new 9.5% senior
notes due 2014.  Because the proposed new notes are believed to
have comparable value to the original promised amount, the rating
on this issue is unaffected by the offer.

As noted, S&P expects to lower the corporate credit rating to 'SD'
upon completion of the tender offer.  It is S&P's preliminary
expectation that after the tender offer S&P's new corporate credit
rating on Rexnord will likely return to 'B'.  S&P expects the
revised capital structure to modestly increase the company's cash
interest expense and to decrease total leverage somewhat.


RITZ CAMERA: Delaware State Court Grounds Use of Private Jet
------------------------------------------------------------
According to Bloomberg's Bill Rochelle, a Delaware state court
judge has grounded a private jet used by Ritz Camera Centers Inc.
General Electric Capital Corp., the owner of the jet, filed a suit
to repossess the aircraft.  GE leased the plane to a Ritz
affiliate starting September, with a guarantee of payment by Ritz,
but it has not received February and March payments.

Phil Milford of Bloomberg said that Delaware Chancery Court Judge
Stephen Lamb ordered a Ritz affiliate to "disclose to the
plaintiff the location of the aircraft," a Dassault Aviation SA
Falcon 900B. The judge also prohibited movement of the plane and
ordered that all logbooks and records be preserved.

The long-range model of the triple-jet French-built Falcon can
take eight passengers more than 4,000 miles non-stop at 39,000
feet, linking London to Mumbai, Paris to Beijing and New York to
Moscow, according to Dassault's Web site.

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.


RITZ CAMERA: Wins Court Nod to Auction 400 Photo Stores
-------------------------------------------------------
Ritz Camera Centers Inc., received authorization from the U.S.
Bankruptcy Court for the District of Delaware for its proposed
auction for the sale of assets for 400 of its 800 photo stores.

According to Bloomberg's Michael Bathon, liquidators may bid by
March 30 for rights to conduct closing sales.  An auction will be
held by April 1 if multiple bids are received.  A hearing to
consider approval of the sale is scheduled for April 2.

                 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.


SCHOLASTIC CORPORATION: Moody's Cuts Corporate Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service downgraded Scholastic Corporation's
Corporate Family Rating and Probability of Default Rating to Ba2
from Ba1, and the rating on the 5% Senior Unsecured Notes due 2013
to B1 from Ba2.  The rating actions conclude the review for
possible downgrade initiated on December 19, 2009 and the rating
outlook is stable.

The downgrades reflect Moody's expectation that moderate revenue
pressure from weakness in consumer spending will challenge
Scholastic's ability to meaningfully improve its operating margin
over the next 12-18 months despite the company's ongoing efforts
to reduce its high fixed cost structure and rationalize under-
performing business lines.  Scholastic has also become more
aggressive with cash distributions to shareholders with the
introduction of a quarterly dividend and periodic share
repurchases.  Moody's anticipates these actions will prevent a
material improvement in credit metrics and that leverage will
remain at levels more in line with the revised Ba2 CFR.

Downgrades:

Issuer: Scholastic Corporation

  -- Corporate Family Rating, Downgraded to Ba2 from Ba1

  -- Probability of Default Rating, Downgraded to Ba2 from Ba1

  -- Senior Unsecured Notes, Downgraded to B1 from Ba2 (no change
     to LGD5 - 89% assessment)

Outlook Actions:

Issuer: Scholastic Corporation

  -- Outlook, Changed To Stable From Rating Under Review

Scholastic's Ba2 CFR reflects the company's leading global
position in children's book publishing, multiple distribution
channels, and strong brand portfolio.  The company's content
development remains good, but it is challenged to replace the
significant cash flow generated from the highly successful Harry
Potter series and overcome the headwinds created by consumers
trading down to lower priced items and school districts
lengthening re-order cycles in the current economic environment.
The children's book business also has high fixed development and
distribution costs and the risk of unwanted inventory builds,
which has constrained Scholastic's ability to generate significant
improvement in its low EBITDA margin.  Moody's believes
Scholastic's liquidity position is good with free cash flow
generation in FY 2009 and 2010 that will largely cover the $42.8
million of annual required term loan amortization, ample unused
capacity on the $325 million revolver to cover seasonal cash
requirements, and expected cushion within its financial covenants.
Moody's anticipates debt-to-EBITDA (approximately 3.7x LTM 2/28/09
incorporating Moody's standard adjustments) will remain in a 3.25-
3.75x range through 2010 and this supports the stable rating
outlook.

The last rating action was on December 19, 2008 when Moody's
placed Scholastic's Ba1 CFR, Ba1 PDR and Ba2 senior unsecured note
ratings on review for possible downgrade.

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

Scholastic Corporation, headquartered in New York, N.Y. is a
publisher and distributor of children's books, classroom and
professional magazines, educational technology, and instructional
materials, with operations in the United States, Canada, the
United Kingdom, Australia, New Zealand and Southeast Asia.  Annual
revenues approximate $1.9 billion.


SCHOLASTIC CORP: S&P Downgrades Corporate Credit Rating to 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured issue-level ratings on New York City-based
children's book publisher Scholastic Corp. to 'BB-' from 'BB'.
S&P removed these ratings from CreditWatch, where they were placed
with negative implications on Dec. 19, 2008.  The rating outlook
is stable.

"The downgrade reflects the company's year-to-date operating
performance, steadily declining EBITDA margins, increased
leverage, and reduced discretionary cash flow generation," noted
Standard & Poor's credit analyst Tulip Lim.

The 'BB-' rating reflects mature growth prospects for Scholastic's
core businesses (book clubs and fairs) and minimal trade
publishing earnings contribution following the conclusion of the
Harry Potter series.  The company's well-entrenched position
distributing books in elementary schools and successful niche
supplemental education technological products are modest
positives.

For the first nine months ended Feb. 28, 2009, revenue and EBITDA
fell 20% and 58%, respectively.  The dramatic decline resulted
from the comparison against the July 2007 publication of the final
Harry Potter book, strengthening of the U.S. dollar, and declining
book club and educational publishing sales.  Excluding the impact
of Harry Potter and foreign exchange, S&P estimate that revenues
were relatively flat, while EBITDA declined 27% because of higher
promotional and investment spending in clubs, higher severance
costs, and lower income in clubs, educational publishing, and the
U.K.

Average debt leverage, adjusted for pension obligations and to
capitalize operating leases, increased to roughly 3.6x in the 12
months ended Feb. 28, 2009, from 2.3x in the fiscal year ended May
31, 2008.  EBITDA coverage of interest expense was flat at roughly
6.5x over the same period, as lower debt levels offset weak
operating performance.

Discretionary cash flow was negative $80 million in the 12 months
ended Feb. 28, 2009, due to the absence of Harry Potter revenues,
which were earned in the prior period, while substantial royalties
related to these revenues were paid in the last 12 months ended
Feb. 28, 2009.  Also, in September 2008, Scholastic began paying a
quarterly dividend of $0.075 per share, or about 7% of EBITDA for
the 12 months ended Feb. 28, 2009.  The initiation of a dividend,
declining EBITDA, and the absence of earnings from Harry Potter
novels have reduced discretionary cash flow generation.  S&P
expects the company to produce moderate discretionary cash flow in
the fiscal year ended May 31, 2009, but that discretionary cash
flow will be lower than what the company has historically
generated.   Scholastic has also made share repurchases of roughly
$32 million in the nine months ended Feb. 28, 2009, reducing net
cash flow available for debt reduction.


SPECIAL DEVICES: Court Sets May 26 as Claims Bar Date
-----------------------------------------------------
The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware established May 26, at 5:00 p.m.,
(Prevailing Pacific Time) as deadline for creditors of Special
Devices Inc. to file proofs of claim.

Judge Walrath set June 15, 2009, at 5:00 p.m. (Prevailing Pacific
Time) as deadline for all governmental unit to file proofs of
claim.

All proofs of claim must submitted to:

  Special Devices Claims Processing Center
  c/o Kurtzman Carson Consultants LLC
  2335 Alaska Avenue
  El Segundo, CA 90245

Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- was founded in the 1950s to
manufacture explosives for film special effects, also makes
initiators for the defense and mining industries.  The company
makes a component that causes car air-bags to deploy.

Special Devices filed for Chapter 11 protection on December 15,
2008 (Bankr. D. Del. 08-13312) after failing to refinance
$73.6 million in debt.  The Hon. Mary F. Walrath oversees the
case.  Jason M. Madron, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtor's counsel.
Gibson, Dunn & Crutcher LLP acts as special corporate counsel, and
Kurztman Carson Consultants LLC acts as claims agent.  Roberta A.
DeAngelis, The U.S. Trustee for Region 3, appointed four creditors
to serve on an Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., Shuba Satyaprasad, Esq., and Patricia I. Chen,
Esq., at Ropes & Gray LLP, represents the Committee.  When it
filed for bankruptcy, the Debtor estimated both assets and debts
to be between $50 million and $100 million.


STALLION OILFIELD: Moody's Junks Corporate Family Rating From B3
----------------------------------------------------------------
Moody's Investors Service downgraded Stallion Oilfield Services
Ltd.'s Corporate Family Rating to Caa3 from B3 and its Probability
of Default Rating to Caa3 from Caa1.  Moody's also downgraded
Stallion's senior unsecured notes and senior unsecured term loan
ratings to Ca (LGD4, 68%) from Caa1 (LGD3, 48%), and the senior
secured term loan and revolver ratings to B2 (LGD2, 12%) from Ba3
(LGD1, 4%).  The outlook remains negative.

"The severity of the current downturn in demand for Stallion's
services combined with the company's high leverage has further
heightened the potential for default this year," commented Pete
Speer, Moody's Vice-President.

In the fourth quarter earnings announcement, Stallion stated that
it anticipates that it will likely breach the total leverage ratio
covenant in its bridge loan agreement during the second or third
quarter of this year absent a material rebound in oil and gas
activity in the company's markets or the execution of a commercial
or financial transaction that improves its leverage ratios.  In
addition to cost cutting measures and significantly reducing
capital expenditures, Stallion stated that it is also examining
other available options such as asset divestitures, capital
raises, debt restructuring and other financial transactions.

Moody's last rating action was on August 15, 2008 when Moody's
downgraded Stallion's PDR rating to Caa1 from B3.

Stallion Oilfield Services Ltd. is a privately held oilfield
services company based in Houston, Texas.


STAR TRIBUNE: Has $2.4-Mil. Loss for 2-1/2 Months Following Ch. 11
------------------------------------------------------------------
Minneapolis Star Tribune reported a net loss of $2.4 million on
revenue of $24.1 million from the beginning of the reorganization
on January 15 through March 1, Bloomberg's Bill Rochelle said.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  Diana G. Adams, the U.S. Trustee for Region 2,
selected seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  The Committee
proposed Lowenstein Sandler PC as its counsel.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million to $500 million each.


STARWOOD HOTELS: S&P Puts 'BB+' Corp. Credit Rating on WatchNeg.
----------------------------------------------------------------
On March 27, 2009, Standard & Poor's Ratings Services took various
rating actions on its portfolio of U.S. Lodging companies:

-- S&P placed the long-term ratings of Global Hyatt Corp.
   ('BBB' corporate credit rating), Marriott International Inc.
     ('BBB'), and Starwood Hotels & Resorts Worldwide Inc.
     ('BB+') on CreditWatch with negative implications;

  -- S&P lowered the corporate credit rating on FelCor Lodging
     Trust Inc. to 'B-' from 'B' (the issue-level ratings on the
     company's debt were accordingly lowered by one notch) and
     left them on CreditWatch with negative implications, where
     they were initially placed Feb. 19, 2009; and

  -- S&P affirmed its ratings on Choice Hotels International Inc.
     (BBB/Stable/--), Wyndham Worldwide Corp. (BBB-/Negative/--),
     Host Hotels & Resorts Inc. (BB-/Negative/--), and Gaylord
     Entertainment Co. (B/Negative/--).

The CreditWatch placement for Global Hyatt, Marriott, and Starwood
reflects the significant pace of decline year to date in revenue
per available room in the U.S. and relevant markets outside the
U.S., and S&P's need to address S&P's intermediate-term earnings
expectations for these companies and the related impact on credit
measures.  Data released by Smith Travel Research and other
industry sources over the past several weeks suggest that S&P's
full-year earnings expectations for a number of companies may need
to be revised downward.

S&P already expected credit measures for each of these three
companies to be weak over at least the next 12 months, and before
the CreditWatch placements, S&P's rating outlook for all three
companies was negative.  S&P's review will incorporate the current
difficult operating conditions and whether credit measures for
each company can continue to support existing ratings.

The ratings downgrade and continued CreditWatch listing for FelCor
reflect a worse operating environment than S&P factored into its
previous ratings on the company.  The new 'B-' rating incorporates
a decline in 2009 EBITDA of about 30%, compared to a high-teens
percentage decline factored into the previous rating.

In resolving the CreditWatch listings for Global Hyatt, Marriott,
Starwood, and FelCor, S&P will update its view of the lodging
operating environment in 2009 and 2010, including its expectation
for the timing and pace of recovery.  S&P will also evaluate each
respective company's business mix, liquidity position, and longer-
term financial policy goals where appropriate.  S&P expects to
completes its review in the next 30 days or so.  If rating
downgrades should occur as a result of S&P's review, S&P expects
they would be limited to one notch.

The affirmation of the 'BBB' rating on Choice Hotels reflects the
company's relatively stable cash flow base as a franchisor of
largely economy and mid-scale brands, and adequate flexibility in
its leverage profile versus S&P's mid- to high-2x threshold for
the current rating.  S&P expects that 2009 EBITDA at Choice could
decline slightly more than 10%, and that S&P's measure of adjusted
leverage would likely increase to about 2x--a level in line with
the current rating.

The affirmation of the 'BBB-' rating on Wyndham reflects S&P's
continued expectation for adjusted leverage to be in the high-3x
area at the end of 2009 (which is somewhat weak for S&P's mid- to
high-3x threshold for the rating).  The expected measure
incorporates S&P's belief that 2009 EBITDA will likely decline in
the mid-teens percentage area.  In addition, S&P believes Wyndham
has an adequate intermediate-term liquidity position to cope with
a very high level of variability in operating and financing
conditions in its timeshare business.  The outlook is negative,
reflecting S&P's concern about consumer sentiment toward leisure
spending.  In addition, S&P acknowledge the execution risks
involved in significantly reducing the company's timeshare sales,
operating expenditures, development spending, and financing
requirements -- all with the goal of managing the timeshare
business toward a cash neutral impact on Wyndham's overall cash
flow profile.

The affirmation of the 'BB-' rating on Host reflects S&P's
continued expectation for adjusted net leverage to be in the 7x
area at the end of 2009.  S&P lowered its rating on the company to
'BB-' from 'BB' on Feb. 19.  The downgrade incorporated S&P's
expectation that 2009 EBITDA will likely decline in the 35% area,
resulting in adjusted net debt to EBITDA rising to the
aforementioned 7x area.  S&P believes Host has an adequate
liquidity position, with over $600 million in cash balances at
February 2009 (pro forma for proceeds from the sale of the Hyatt
Regency Boston).  Also, S&P expects Host to maintain an adequate
cushion relative to covenants in its credit facility and bond
indentures over the intermediate term, and it is S&P's view that
near-term maturities are manageable.  The rating outlook is
negative, reflecting the difficult operating environment and weak
expected credit measures for the current rating over the
intermediate term.

The affirmation of the 'B' rating on Gaylord reflects S&P's belief
that the rating can withstand the current difficult lodging
operating environment and a 2009 EBITDA decline (pro forma for a
full year of the Gaylord National Resort and Convention Center) of
up to 30%.  Under this expectation, S&P believes Gaylord would
likely violate its 2x fixed-charge coverage covenant in its credit
facility in 2009, but that lenders would likely be amenable to
waiving or amending the covenant in order to provide temporary
relief.  This is largely because senior secured leverage would
likely remain around or under 5x, which is tolerable, in S&P's
view.  While the current rating anticipates that Gaylord's revenue
and EBITDA could decline further in 2010 off of already depressed
2009 levels, the negative outlook reflects uncertainty around the
ikely pace of moderation in Gaylord's operating performance in
2010.

(S&P expects to publish an individual updated research report for
each company mentioned in this report over next several days.)

                           Ratings List

                        CreditWatch Action

                        Global Hyatt Corp.

                           To                   From
                           --                   ----
Corporate Credit Rating   BBB/Watch Neg/--     BBB/Negative/--

                    Marriott International Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   BBB/Watch Neg/A-3    BBB/Negative/A-3

             Starwood Hotels & Resorts Worldwide Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   BB+/Watch Neg/--     BB+/Negative/--

                           Downgraded

                    FelCor Lodging Trust Inc.

                           To                   From
                           --                   ----
Corporate Credit Rating   B-/Watch Neg/--      B/Watch Neg/--

                           Affirmed

                Choice Hotels International Inc.

   Corporate Credit Rating                        BBB/Stable/--

                     Wyndham Worldwide Corp.

  Corporate Credit Rating                        BBB-/Negative/--

                   Host Hotels & Resorts Inc.

  Corporate Credit Rating                        BB-/Negative/--

                   Gaylord Entertainment Co.

   Corporate Credit Rating                        B/Negative/--


ST. LOUIS: S&P Junks Rating on County's Revenue Bonds From 'AA+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on St. Louis
County Industrial Development Authority, Missouri's health care
facilities revenue bonds (Ginne Mae Collateralized -- Mary Queen
and Mother Association Project) series 2001 18 notches to 'CC'
from 'AA+'.  The outlook is negative.

"The downgrade reflects what S&P considers to be insufficient
assets available to pay debt service to bondholders," said
Standard & Poor's credit analyst Renee Berson.

Total assets of $10.933 million as of March 23, 2009, consisted of
$10.878 million in mortgage-backed securities and a revenue
account of $55,767.  Outstanding liabilities of $10.970 million
bonds consist of $615,000 in serial bonds earning 4.75%-4.80% and
$10.355 million in term bonds earning 5.0%-5.50%, resulting in an
asset-to-liability ratio of 99.67%.   The bond fund is invested in
a 'AA+' rated FGIC Capital Market guaranteed investment contract
guaranteed by General Electric Capital Corp.  The mortgage-backed
security has a pass-through rate of 5.45%.  The transaction was
structured with an open flow of funds when the bond fund exceeds
$50,000.

The trustee, UMB Bank & Trust N.A., is aware that the bonds are
not in parity.  If the mortgage-backed security prepays prior to
the issue reaching parity, Standard & Poor's believes there will
be insufficient funds available to pay full principal and interest
on the bonds.


SV 261: Wants Schedules Filing Deadline Extended Until April 13
---------------------------------------------------------------
SV 261, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Washington to extend the time for filing its schedules
of assets and liabilities along with the statement of financial
affairs from March 27, 2009, until April 13, 2009.

The Debtor relates that the extension will be in time for the
Section 341 meeting which is scheduled for April 17, 2009.

The extension will provide the Debtor adequate time to assemble
accurate financial information needed in preparation of the
schedules of assets and liabilities and statement of affairs.

Headquartered in Spokane Valley, Washington, SV 261, LLC owns a
real estate property.  The Debtor filed for Chapter 11 protection
on March 12, 2009, (Bankr. E. D. Wash. Case No.: 09-01291) Anthony
E. Grabicki, Esq. at Randall & Danskin represents the Debtor in
its restructuring efforts.  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of
$1 million to $10 million.


SYNAGRO TECHNOLOGIES: S&P Cuts Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Houston, Texas-based Synagro
Technologies Inc. to 'CC' from 'CCC+'.  The outlook is negative.

At the same time, Standard & Poor's lowered the issue rating on
the company's $390 million senior secured first-lien facilities to
'CC' (same as the corporate credit rating) from 'CCC+' and placed
it on CreditWatch with developing implications.  S&P also lowered
the rating on the company's $150 million second-lien term loan to
'C' from 'CCC-'.

"The lowering of the corporate credit rating follows reports that
Synagro is undertaking a tender offer for its $150 million second-
lien term loan for cash at a value below par," said Standard &
Poor's credit analyst Ket Gondha.

The negative outlook reflects the increased likelihood of a
downgrade to 'SD' (selective default) following the completion of
the transaction.  The 'SD' rating would recognize that S&P expects
Synagro to continue to pay its other creditors after the
completion of the exchange offer.

The CreditWatch with developing implications on the first-lien
facilities indicates that S&P may lower, affirm, or raise the
rating on the facilities following the exchange offer's
completion, and after S&P reassess default risk and recovery
prospects under the new capital structure.

S&P will lower the second-lien facilities rating to 'D' if the
exchange offer is completed for a value less than par.

Synagro, which has annual revenues of about $350 million, manages
the organic, non-hazardous biosolids generated by public and
privately owned water and wastewater treatment facilities.
Services provided by the company include drying and pelletization,
composting, product sales, incineration, alkaline stabilization,
land application, collection and transportation, regulatory
compliance, dewatering, and facility cleanout.


TIMES SQUARE: S&P Puts 'BB+' Rating on Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on
Times Square Hotel Trust's mortgage and lease amortizing
certificates on CreditWatch with negative implications.

The action follows the March 27, 2009, CreditWatch placement of
the corporate credit rating on Starwood Hotels & Resorts Worldwide
Inc.

The rating on the Times Square Hotel Trust transaction is based on
the payments and obligations of Starwood pursuant to a triple-net
lease of the W New York -- Times Square Hotel on Broadway at 47th
Street in Manhattan.


TRIBUNE CO: Sues Warren Beatty Over Rights to Dick Tracy
--------------------------------------------------------
Tribune Co. sued actor Warren Beatty over television and movie
rights to comic-strip character Dick Tracy, Bloomberg's Bill
Rochelle said.

Tribune claims that it licensed the rights to Beatty in 1985.
However, the Debtor claims that Beatty lost the rights for not
having exploited them within the time allotted in the contract.

Mr. Beatty's lawyer, Bert Fields, said his client shot a 30-minute
Dick Tracy television special that met the deadline in the
original contract.

According to Bloomberg, the complaint was filed in Wilmington,
Delaware, as part of Tribune's bankruptcy case, Bloomberg said.
The case that Beatty filed against Tribune in November was
automatically put on hold when Tribune filed bankruptcy.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIMAS CORP: S&P Changes Outlook to Negative; Affirms 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its outlook
on Bloomfield Hills, Michigan-based TriMas Corp. to negative from
stable.  At the same time, S&P affirmed its ratings on the
company, including the 'B+' corporate credit rating.

"The outlook revision reflects our expectation that, amid lower
demand in key markets and deteriorating operating performance,
TriMas's credit measures could weaken in the coming quarters,
leading to potentially limited headroom over financial covenants
in the second half of 2009," said Standard & Poor's credit analyst
John R. Sico.  S&P expects the company to apply free cash flow
primarily toward debt reduction this year, mitigating the effect
of lower earnings, but its financial leverage could gradually
increase toward step-downs in the maximum leverage ratio that
TriMas is required to maintain under its bank credit agreement.
If that occurs, liquidity could become constrained.

TriMas' products include transportation towing systems, packaging
systems, aerospace fastening systems, and industrial specialty
products, and the company serves niche markets with diverse
commercial, industrial, and consumer applications.  About 70% of
its sales are from products that have No. 1 or No. 2 positions in
markets that have a limited number of manufacturers.  These
industries are competitive, however, and most are cyclical despite
their diversity.  Geographic diversity remains relatively limited;
non-U.S. revenues represent less than 20% of sales.

The company's key credit measures last year were relatively flat.
TriMas benefited from favorable market conditions for its
packaging, energy, and specialty industrial businesses, which now
account for more than half of consolidated revenues and earn good
margins.  This diversity has helped offset difficult market
conditions for the recreational vehicle and trailer products and
recreational accessories businesses, which have been affected by
the recession and lack of credit availability and by price
competition from products made in Southeast Asia.  Although
restructuring, cost control initiatives, and sourcing more
commoditized products from low-cost countries will likely help
maintain its profitability, sales volumes will remain vulnerable
to the weakening U.S. economy, reduced consumer spending, and
tight credit.

The outlook is negative.  Although TriMas's free cash flow should
allow for debt reduction this year, credit measures will likely
weaken toward the low end of S&P's expectation for the rating in
the coming quarters.  S&P could consider lowering the rating if
weakening ratios lead to increasingly limited headroom over
financial covenants and constrain liquidity.  This could happen
if, for instance, bank EBITDA declines to less than $135 million
at the current level of debt.  Conversely, if TriMas manages to
maintain or restore adequate headroom over financial covenants in
a sustained manner, S&P could revise the outlook back to stable.
For the near term, rating upside is limited; however, S&P could
consider taking a positive rating action if the company further
reduces and sustains lower-than-expected leverage and maintains
acquisition and financial discipline.


TRW AUTOMOTIVE: Weak Operations Cue Moody's Junk Corporate Rating
-----------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default Ratings of TRW Automotive, Inc. to Caa1
from B1.  In a related action the ratings for the senior secured
bank credit facilities and guaranteed senior unsecured notes were
lowered to B1 from Ba1, and Caa2 from B2, respectively.  The
Speculative Grade Liquidity Rating is lowered to SGL-4 from SGL-3.
The company's long-term ratings remain under review for further
possible downgrade.

The downgrade of TRW's long-term ratings reflects Moody's
expectations of significantly weaker operating performance over
the intermediate term resulting from deteriorating automotive
production levels in North America and Europe.  As a result of
these conditions, the company has announced that it expects
approximately 26% lower revenues in 2009 with first quarter 2009
revenues down 41% below prior year levels.  Industry forecasts
continue to readjust to lower production expectations in 2009.
Moody's anticipates TRW's ability to sufficiently reduce its
manufacturing footprint may lag the rapid pace of reduction in
global consumer demand over the near term.  This need to further
adjust its manufacturing footprint and fixed cost base may further
impair the company's ability to generate free cash flow. Although
TRW benefits from a strong position in safety products, and a
sound level of geographic, customer and product diversification,
the rapid decline in global automotive production will result in
severely negative cash generation during 2009.  This will strain
the company's liquidity profile and its ability to remain in
compliance with covenants contained in its credit agreement.

The review will consider the prospects of further deterioration in
the company's credit metrics given global economic conditions, and
its ability to maintain adequate liquidity.  Amendments to the
agreement or waivers of potential covenant violations may be
necessary.  As TRW's global exposure to the Detroit-3 represented
about 35% of 2008 revenues, the company's exposure to the
bankruptcy risk of the U.S. operations of the Detroit-3 also
contributes to the risks surrounding the company's ability to
maintain adequate liquidity.  For the fiscal year ending
December 31, 2008 (calculated using Moody's standard adjustments),
TRW's EBIT/interest expense was approximately 1.2x, total
Debt/EBITDA was approximately 4.1x, and free cash flow was $333
million.  However, these metrics are expected to significantly
deteriorate over the intermediate term pressuring TRW's ability to
maintain financial covenant compliance under its bank credit
facilities.

TRW's liquidity rating of SGL- 4 reflects weak liquidity over the
next twelve months.  The company's cash and cash equivalent
balances at December 31, 2008, were $756 million.  While there is
a modest amount of debt amortization over the next twelve months,
TRW's operations are expected to consume cash during 2009,
pressuring liquidity.  The company's 2008 10-K filing with the SEC
noted that on February 13, 2009, additional funds were drawn under
the $1.4 billion Revolving Credit Facility bringing the total
outstanding to $1.1 billion.  While bolstering cash balances, the
additional amount of borrowing will likely reduce the company's
ability to remain in compliance of its financial covenants over
the near-term.  Alternative liquidity arrangements will continue
to be limited by the current bank liens over substantially all of
the company's assets.  While the newly announced Auto Supplier
Support Program may have the potential to benefit TRW's liquidity
profile, operating conditions will continue to pressure the
company's liquidity profile.

These ratings lowered and under review:

  -- Corporate Family Rating; to Caa1 from B1;

  -- Probability of Default Rating; to Caa1 from B1;

  -- $1.4 billion combined senior secured domestic and global
     revolving credit facilities, to B1 (LGD2, 15%) from Ba1
     (LGD2, 15);

  -- $600 million senior secured term loan A, to B1 (LGD2, 15%)
     from Ba1 (LGD2, 15%);

  -- $500 million senior secured term loan B, to B1 (LGD2, 15%)
     from Ba1 (LGD2, 15%);

  -- $500 million senior unsecured notes due 2014, to Caa2 (LGD5,
     71%) from B2 (LGD5, 70%);

  -- Euro 275 million senior unsecured notes due 2014 to Caa2
      (LGD5, 71%) from B2 (LGD5, 70%);

  -- $600 million senior unsecured notes due 2017 to Caa2 (LGD5,
     71%) from B2 (LGD5, 70%);

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

The last rating action was on December 15, 2008 when ratings were
lowered and placed under review for further downgrade.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Revenues in 2008 were approximately $15.0 billion.


TUMBLEWEED INC: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Dayton Business Journal reports that Tumbleweed Inc. has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in
the Western District of Kentucky.

According to Business Journal, Tumbleweed listed $10 million to
$50 million in assets and $10 million to $50 million in
liabilities.  Court documents say that Tumbleweed has 100 to 199
creditors.

Tumbleweed CEO Matt Higgins said in a news release had been trying
to restructure terms with its largest debtor for 15 months.  The
loan terms were made under different economic conditions to fund
unit growth and chain expansion, according to the news release.
Tumbleweed tried to boost sales and profitability but the loan
package threatened Tumbleweed's very survival and blocked
management's ability to plan strategically, Mr. Higgins said in
the news release.

Tumbleweed will seek to restructure its debt obligations with an
Arizona-based lender, Business Journal relates.

According to a news release, Tumbleweed officials said that the
Company will continue to operate its restaurants in Kentucky,
Ohio, and Indiana during the reorganization process and that no
restaurant closings or layoffs are planned.  No franchisees were
affected by the Chapter 11 filing, the officials said.
"Throughout the duration of this reorganization, we will continue
to provide our loyal guests the quality and service they've come
to love while meeting our post-petition obligations to suppliers
and other business partners," Mr. Higgins said in the release.

Seiller Waterman LLC is Tumbleweed's bankruptcy counsel, Business
Journal states.

Tumbleweed, Inc.'s principal activity is the operation and
franchise of Tumbleweed Southwest Mesquite Grill and Bar full
service restaurants.  The group offers both distinctively
seasoned, spicier versions of popular Tex-Mex dishes, as well as
an assortment of grilled steaks, ribs, pork chops, chicken, and
seafood selections.  The restaurants typically contain full-
service bars offering a wide assortment of mixed drinks, wines,
domestic and imported beers.  The group owns and operates 36
restaurants in Kentucky, Indiana and Ohio.  The group has 19
franchised restaurants located in Indiana, Illinois, Kentucky,
Michigan, Virginia, West Virginia, and Wisconsin, and eight
restaurants located outside the United States in Germany, Jordan,
Egypt, and Saudi Arabia.


TUMBLEWEED INC: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tumbleweed, Inc.
        2301 River Rd
        Louisville, KY 40206

Bankruptcy Case No.: 09-31525

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Custom Food Solutions LLC                          09-31526

Type of Business: The Debtors operate a chain of restaurants.

                  See http://www.tumbleweedrestaurant.com/

Chapter 11 Petition Date: March 27, 2009

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: David M. Cantor, Esq.
                  cantor@derbycitylaw.com
                  Seiller Waterman LLC
                  462 S. 4th Street, Ste. 2200
                  Louisville, KY 40202
                  Tel: 584-7400

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
   ------                      ---------------   ------------
GE Capital                     secured:          $18,000,000
c/o Jeff Wegner                $10,000,000
The Omaha Bldg
1650 Farnam St
Omaha, NE 68102

Gordon Food Services Inc.                        $700,000
Attn: Jason Preston
420 50th St., Se
Grand Rapids, MI 49548

Current Marketing                                $73,100
PO Box 69
Somerset, KY 42502

Border Foods                                     $46,015

Robert H Clarkson                                $45,205

Skidmore Sales & Svc                             $18,895

Cryovac Inc                                      $15,487

Winmark Capital Corp                             $12,008

Middleton Reutlinger                             $11,415

The Wasserstrom Co                               $9,455

Country Gardens Fresh-Cut                        $5,949
Inc.

Lexington Financial Center                       $5,339

Simplex Grinnell LP                              $3,500

Liberty Services Inc.                            $2,957

Aramark Uniform Svc                              $1,935

The petition was signed by Matthew Higgins, president and chief
financial officer.


UTSTARCOM INC: Reduces CEO's and Chairman's Base Salary by 20%
--------------------------------------------------------------
In connection with the UTStarcom Inc.'s overall cost reduction
initiative, the Company entered into letter agreements on March 23
with Hong Liang Lu, Chairman of the Board, and Peter Blackmore,
Chief Executive Officer and President, providing for voluntary and
temporary base salary reductions of 20% for a one year period.

Headquartered in Alameda, California, UTStarcom Inc. (Nasdaq:
UTSI) -- http://www.utstar.com/-- provides IP-based, end-to-end
networking solutions and international service and support.  The
company develops, manufactures and markets its broadband,
wireless, and terminal solutions to network operators in both
emerging and established telecommunications markets worldwide.
UTStarcom was founded in 1991 and is headquartered in Alameda,
California.  The company has research and development centers in
the USA, Canada, China, Korea and India.

                      Going Concern Doubt

PricewaterhouseCoopers LLP, in San Jose, California, expressed
substantial doubt about UTStarcom Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's recurring net losses, negative cash flows
from operations and significant debt obligations.

In its Annual Report on Form 10-K for the year ended December 31,
2008, UTStarcom noted it incurred net losses of $150.3 million,
$195.6 million and $117.3 million for the years ended December 31,
2008, 2007 and 2006, respectively.  At December 31, 2008,
UTStarcom had an accumulated deficit of $841.5 million and used
$55.2 million of cash in operations during the year ended
December 31, 2008.  UTStarcom said there's uncertainty as to its
ability to continue as a going concern and its independent
registered public accounting firm included an explanatory
paragraph highlighting this uncertainty in their audit report.

Management has partially implemented its liquidity plan through
the payment in March 2008 of $289.5 million to retire the
Company's convertible subordinated notes and related accrued
interest, and the sale of PCD on July 1, 2008.  As a result
management believes the Company will likely have sufficient
liquidity to finance its 2009 anticipated working capital and
capital expenditure requirements if the Company is able to achieve
the operating results contained in its 2009 financial plan.

As of December 31, 2008, the Company had $729.1 million in total
assets and $$262.2 million in total liabilities.


VERIFONE INC: S&P Downgrades Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on San Jose, California-based VeriFone
Inc. by one notch and removed them from CreditWatch, where they
were placed with negative implications on Jan. 21, 2009.  The
corporate credit rating was lowered to 'B+' from 'BB-', and the
rating outlook is stable.

In addition, S&P assigned its 'B-' issue-level rating (two notches
lower than the 'B+' corporate credit rating) to VeriFone Holdings
Inc.'s $316 million convertible senior notes due 2012.  A recovery
rating of '6' was also assigned to this debt, indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.

At the same time, S&P assigned its 'B+' corporate credit rating to
VeriFone Holdings with a stable outlook.

"The ratings downgrade reflects weak debt protection metrics, and
our expectation that VeriFone's revenues will continue to be
pressured by global economic weakness," said Standard & Poor's
credit analyst Martha Toll-Reed.

The 'B+' corporate credit rating reflects VeriFone's operating
performance volatility and leveraged financial profile.
VeriFone's leading position in the niche market for electronic
payment solutions, adequate liquidity, and ample headroom under
existing bank covenants partially offset these factors.

VeriFone designs, markets, and services system solutions that
enable secure electronic payments.  Although revenues for the
January 2009 quarter of $214 million were up from very weak levels
in the prior year, they declined 13% on a sequential basis.  The
recent decline reflects lower demand, particularly in the
financial and retail sectors, in light of weak global economic
conditions, as well as significant foreign currency fluctuation
effects.  In S&P's opinion, these trends are likely to continue
through 2009.

Operating performance over the past 12 months has been volatile,
reflecting a number of factors, including growth in lower-margin
international markets, weakness in more profitable North American
segments, and the costs of VeriFone's 2008 accounting
investigation and subsequent financial restatement.  EBITDA
margins in the January 2009 quarter were 8.9%, down from over 11%
in the previous quarter, and substantially lower than historical
levels of 15% to 20%.  Margins in the most recent quarter were
also affected by an inventory charge, which had a 5% adverse
impact on gross margins, but which S&P does not expect to be
recurring.  In S&P's view, VeriFone's focus on cost reductions,
combined with the absence of accounting and inventory costs
incurred over the past 18 months, should lead to stronger and more
stable operating performance over the near-to-intermediate term.

Although debt levels have been stable over the past year,
VeriFone's leverage profile has deteriorated because of lower and
more volatile EBITDA levels.  As of January 2009, total debt to
EBITDA, excluding the recent inventory charge, was about 5.7x,
compared to 3.6x in fiscal 2007.  While S&P expects the company to
achieve more consistent profitability, leverage is likely to
remain in the 5x to 6x range in the near term.


VISTEON CORPORATION: Moody's Cuts Corp. Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service lowered Visteon Corporation's
Probability of Default and Corporate Family Ratings to Caa3 and
Ca, respectively.  In a related action, Moody's also lowered the
ratings of Visteon's senior secured term loan to Caa2 from B3, un-
guaranteed senior unsecured notes to C from Caa3, and guaranteed
senior unsecured notes to Ca from Caa2.  Visteon's Speculative
Grade Liquidity Rating was also lowered to SGL-4 from SGL-3.  The
outlook remains negative.

The lowering of Visteon's Probability of Default Rating to Caa3
reflects the eroding credit profile of the company and the limited
prospects for near term developments that would strengthen credit
metrics sufficiently in the near term to support a higher rating.
The rating downgrade also considers the company's recent
announcement that it anticipates that its 2008 audit report will
likely contain an explanatory paragraph indicating substantial
doubt about the Company's ability to continue as a going concern.
This potential event could lead to the acceleration of the
company's bank debt and cross defaults to other indebtedness.
While Visteon also announced that it is working with its bank
group to seek a waiver and/or amendment relating this non-
compliance, this scenario is indicative of a probability of
default scenario higher than indicated by the prior rating.

As a result of the continued erosion in the global automotive
sector and Visteon's weak EBITDA outlook, Moody's has incorporated
a 35% family recovery rate in its Loss Given Default assessment
for the company.  This rate is lower than the 50% family recovery
rate commonly employed in Moody's LGD methodology.  As a result of
this lower assumed recovery rate, Visteon's CFR, at Ca, is one
notch lower than the Caa3 PDR.

The negative outlook continues to incorporate the expectation that
automotive production will remain at sharply depressed levels
through 2009, which will result in continued negative free cash
flow generation which will erode Visteon's liquidity.  For the LTM
period ending December 31, 2008, Visteon's debt/EBITDA (including
Moody's standard adjustments) approximated 7.9x, EBIT/interest
coverage was approximately negative 0.01x, and EBITDA/Interest was
approximately 2.0x.  These metrics could be further eroded during
2009 as a result of weak global automotive demand.

Visteon's SGL-4 Speculative Grade Liquidity Rating represents weak
liquidity over the next 12 months.  Cash at December 31, 2008 was
a relatively strong $1.2 billion.  However, negative free cash
flow is expected over the next 12 months given the continued
lowering of industry forecasts for automotive production.  In
Visteon's fourth quarter and full-year 2008 results announcement,
the company stated that on January 28, 2009 it had $105 million
drawn under its $350 million ABL revolver and $92 million
outstanding under its European receivables securitization
facility.  These amounts exhausted substantially all of the
current availability under the ABL revolver, taking into account
issued letters of credit.  Moody's expects this level of
utilization to remain high over the near-term.  A fixed charge
coverage covenant becomes effective when the company's combined
cash and availability falls below $75 million in the US and $100
million on a consolidated level.  While the company's cash burn in
the first calendar quarter may be significant, Moody's does not
expect the liquidity trigger to be reached over the coming months.
However, the company's potential to receive a going concern
opinion could, if not waived by lenders, lead to the acceleration
of the company's bank debt and cross defaults to other
indebtedness.  This consideration significantly impacts the
company's Speculative Grade Liquidity Rating.  The rating also
reflects a limited scope to develop incremental alternative
liquidity arrangements given the extent of assets pledged.

Ratings lowered:

Visteon Corporation

  -- Corporate Family Rating, to Ca from Caa2;

  -- Probability of Default, to Caa3 from Caa1;

  -- Speculative Grade Liquidity rating, to SGL--4 from SGL-3

  -- Secured bank term loan, to Caa2 (LGD3, 36%) from B3 (LGD3,
     36%);

  -- Guaranteed senior unsecured notes (privately placed without
     registration rights) due 2016, to Ca (LGD5, 82%) from Caa2
     (LGD5, 82%);

  -- Unguaranteed Unsecured notes, to C (LGD6, 97%) from Caa3
     (LGD6, 97%);

Visteon's $350 million revolving credit facility is not rated by
Moody's.

The last rating action was on November 25, 2008 when the Corporate
Family Rating was lowered to Caa2.

Visteon Corporation, headquartered in Van Buren Township, MI, is a
global tier 1 automotive supplier focused on climate control
systems, electronic/lighting products and interiors.  Annual
product revenues were $9.1 billion in 2008.  The company has
operations in 26 countries.


VICORP Restaurants: Closes Asset Sale to Fidelity Unit
------------------------------------------------------
VICORP Restaurants, Inc., disclosed yesterday the sale of its
assets to American Blue Ribbon Holdings, LLC, a new entity formed
by Fidelity National Financial, Inc., and Newport Global Advisors.

The motion to accept the sale of assets was submitted and approved
on March 13, 2009, by Judge Kevin Gross of the U.S. Bankruptcy
Court in Wilmington, Delaware, and the deal closed on Friday,
March 27, 2009.  As a result of the sale, American Blue Ribbon
Holdings, LLC will own and operate the Village Inn and Bakers
Square restaurant brands as well the VICOM pie operation.

As reported by the Troubled Company Reporter on March 13, 2009,
Vicorp receive no additional bids for its assets by the bid
deadline set by the bankruptcy court.  Fidelity and Newport
submitted a joint offer of $59 million in cash for Vicorp.

Bloomberg's Bill Rochelle said the purchase price could cover
senior secured debt, the cost of curing lease arrears,
administrative costs, and professional fees.  In addition,
Vicorp's creditors would receive warrants to purchase 10 percent
of the common stock in the buyer.

Fidelity National Special Opportunities Inc. and Newport Global
Advisors, previously, were members of the official creditors'
committee.

"We are extremely pleased about the sale of VICORP to these two
well known and successful companies.  Completing this deal in the
midst of such a difficult financial and credit environment is a
remarkable achievement and a testament to the strength of our
brands," said VICORP president and CEO Hazem Ouf.

"American Blue Ribbon Holdings will benefit from our recently
executed strategic planning initiatives that have generated
profitable results for the first time in many years. And, we have
reshaped our business in order to successfully operate through
these tough economic times. This sale is a very positive
development for our family of restaurants, especially our
employees, suppliers and loyal guests who can now count on the
continuation of two of the most trusted names in family dining. As
we exit from Chapter 11, we look forward to a new era of growth
and financial stability and I am pleased to be able to continue to
lead our organization going forward," stated Mr. Ouf, who will
continue to hold these positions with American Blue Ribbon
Holdings, LLC.

"We are excited to partner with the historically strong Village
Inn and Bakers Square brands," said FNF Chairman William P. Foley,
II. "Despite the difficult economic conditions, the newly reshaped
operations have become profitable in a short period of time and
the financial restructuring provides a significantly improved
balance sheet and liquidity position. The company is now organized
with strong leadership to succeed in the current market
conditions, as well as having the financial flexibility to
capitalize on future potential growth opportunities."

                     About VICORP Restaurants

Headquartered in Denver, Colorado, VICORP Restaurants, Inc. and VI
Acquisition Corp. -- http://www.vicorpinc.com/-- operate family-
dining restaurants under the Village Inn and Bakers Square brands.
The Debtors also operate 3 pie production facilities that produce
pies that are offered in the Debtors' restaurants and are sold to
select third-party customers including supermarkets and other
restaurant chains.

The Debtors filed separate petitions for Chapter 11 relief on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, Ann C. Cordo, Esq., and Donna
L. Culver, Esq., at Morris Nichols Arsht & Tunnell, and Joseph E.
Cotterman, Esq., at Gallagher & Kennedy, P.A., represent the
Debtors as counsel.  The Debtors selected The Garden City Group,
Inc. as their claims agent.  Abhilash M. Raval, Esq., Dennis
Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley &
McCloy LLP, Domenic E. Pacitti, Esq., and Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg & Ellers, represent the
Official Committee of Unsecured Creditors of the Debtors.

When the Debtors filed for protection from their creditors, they
listed estimated assets of $100 million to $500 million and debts
of $100 million to $500 million.


WEBSTER HOSPITALITY: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Webster Hospitality Development, LLC
                860 Holt Road
                Webster, NY 14580

Case Number: 09-20753

Involuntary Petition Date: March 27, 2009

Court: Western District of New York (Rochester)

Judge: John C. Ninfo, II

Petitioner's Counsel: Douglas J. Lustig, Esq.
                      mms@cdlawyers.com
                      Chamberlain, D'Amanda, et al.
                      2 State Street, Suite 1600
                      Rochester, NY 14614
                      Tel: (585) 232-3730

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Billone Mechanical Contractors electrical services $31,060
Inc.
375 Averill Ave.
Rochester, NY 14620

Image City Interiors, Inc.     services rendered   $24,024
65 Deep Rock Rd.
Rochester, NY 14624

Concord Electric Corporation   services rendered   $34,899
705 Maple St
Rochester, NY 14611


WILLIAM AUBREY: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William H. Aubrey
        P.O. Box 8000-191
        Mesquite, NV 89024

Bankruptcy Case No.: 09-14360

Debtor-affiliates filing subject to Chapter 11 petitions on
March 23, 2009:

        Entity                                     Case No.
        ------                                     --------
Lodgebuilder Inc.                                  09-14103

Type of Business: The Debtors build houses.

Chapter 11 Petition Date: March 26, 2009

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

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

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

William H. Aubrey's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
US Bankruptcy Court District   appealed          $18,500,883
of AZ

Mirage/Treasure Island                           $390,000
PO BOX 7711
Las Vegas, NV 89177

Ameriquest                     secured: $250,000 $260,000
PO BOX 51382
Los Angeles, CA 90051

Casablanca                                       $160,000

Orleans Casino                                   $70,000

Rio                                              $50,000

Green Valley Station                             $50,000

Paris                                            $50,000

Red Rock                                         $50,000

Eureka Casino                                    $40,000

Clark County Treasurer                           $20,000

Glacier County Treasurer                         $16,318

Hampton and Hampton                              $3,500

Frisbee, Moore and Olsen                         $2,223

AAA Bail Bonds                                   $4,000

Republic Services                                $500

Lodgebuilder Inc.'s Largest Unsecured Creditors:

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

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

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

Carmichael and Powell                            $9,000

LaMere INC                                       $6,000

State of New Mexico Taxation                     $1,347
Dept

David Jordan                                     $1,205

Pro Glass and Paint                              $880

State of New Mexico Workers                      $691
Comp

State of Nevada Dept of                          $149
Taxation

Federal Express                                  $75

State of Nevada Employment                       $44
Security


WILLOWBROOK-HINSDALE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Willowbrook-Hinsdale Inn L.L.C.
        dba Willowbrook Holiday Inn
        7800 Kingery Highway
        Willowbrook, IL 60527

Bankruptcy Case No.: 09-10482

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: March 26, 2009

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Daniel A. Zazove, Esq.
                  dzazove@perkinscoie.com
                  Perkins Coie LLP
                  131 S. Dearborn, Suite 1700
                  Chicago, IL 60603-5559
                  Tel: (312) 324-8605
                  Fax: (312) 324-9400

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
   ------                      ---------------   ------------
Intercontinental Hotels Group  licensee          $56,913
11580 Great Oaks Way
Alpharetta, GA 30022
Tel: (678) 746-0025

Midamerica Energy Company       trade            $24,686
320 LeClair
Davenport, IA 52801
Tel: (800) 432-8574

Illinois Dept. of Revenue       tax              $24,591
101 W. Jefferson
Springfield, IL 62794
Tel: (217) 782-6045

Santana Energy Services         trade            $21,934

Village of Willowbrook          utility          $12,934

Dex                             trade            $11,452

Konica Minolta Business         trade            $6,791
Solutions

Lato Supply Corp.               trade            $5,946

Thyssenkrupp Elevator Corp.     trade            $3,721

McFarlene Douglass & Company    trade            $3,392

Tantus Networks                 trade            $3,036

Sunshine Graphics               trade            $2,805

World Cinema Inc.               trade            $2,785

Chicago Style Weddings          trade            $2,750

Waster Management IL - Metro    trade            $2,662

Tom & Jerry Tire & Services     trade            $2,438
Center

Airport Accommodations          trade            $2,421

Lodgnet Interactive Corp.       trade            $2,313

Clear Channel Outdoor           trade            $2,240

Dupage County Public Works      utility          $2,236

Public Storage                  trade            $2,203

The petition was signed by Anthony A. Antoniou, managing member.


WL HOMES: DIP Financing Hearing Adjourned For the Third Time
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
adjourned, for the third time, the final hearing on the proposed
debtor-in-possession financing for WL Homes LLC, also known as
John Laing Homes.

The Court entered another interim order allowing the Debtor to
access the DIP loan on the interim.  According to Bloomberg's Bill
Rochelle, the Bankruptcy Court authorized an increase in the
borrowing limit to $7 million from $5.3 million.

The final DIP hearing is now scheduled for April 8.

Emaar Properties PJSC, the Dubai-based company that acquired WL in
2006 for $1.05 billion cash, is funding the DIP loans expected to
total $30.9 million.

The official committee of unsecured creditors in the case has been
contending that the financing is a "blatant scheme" to "extract
releases" from creditors, "eviscerate rights of creditors to
meaningfully participate in the bankruptcy process," and "destroy
the committee's ability to serve as the only independent
fiduciary."

                        About WL Homes LLC

Headquartered in Irvine, California, WL Homes LLC dba John Laing
Homes -- sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed assets
of More than $1 billion, and debts between
$500 million to $1 billion.


WOLVERINE TUBE: Moody's Downgrades Default Rating to 'D'
--------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of Wolverine Tube, Inc. to D from Caa3.  The downgrade
follows the March 25, 2009 announcement that Wolverine had
received agreement for tenders of up to $43.7 million, or 44%, of
the outstanding 10.5% senior notes due April 1, 2009.  As part of
its March 25, 2009 announcement, Wolverine announced that it has
revised the terms of the offer and extended the expiration.

Moody's views this transaction as a distressed exchange, which is
an event of default under Moody's definition of default.
Subsequent to the rating action and upon completion of the
exchange offer for substantially all of the outstanding notes or
at the maturity of the notes, Moody's will withdraw all ratings.

This rating was downgraded:

  -- Lowered Probability of Default Rating to D from Caa3

These ratings were affirmed:

  -- Corporate Family Rating of Caa3

-- Senior Unsecured Note rating of Ca (point estimate changed
   to LGD 3; 43% from LGD 4; 68%)

Outlook remains negative

The prior rating action for Wolverine Tube, Inc. was on
December 19, 2008, when Moody's lowered the company's corporate
family rating to Caa3 and assigned a negative outlook.

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

Wolverine Tube, Inc., headquartered in Huntsville, Alabama, is
U.S. manufacturer and distributor of copper alloy tube, fabricated
products, and metal joining products for use in refrigeration and
air conditioning.  The company generated over $1.2 billion of
revenues in 2007.


* Homes Sales Increase in February as Prices Fall, Says NAR
-----------------------------------------------------------
Existing-home sales increased in February, reversing losses in
January.  Even so, sales activity remains relatively soft,
reflecting additional layoffs and buyers waiting for housing
provisions in the economic stimulus package to take effect,
according to the National Association of Realtors(R).

Existing-home sales -- including single-family, townhomes,
condominiums and co-ops -- rose 5.1 percent to a seasonally
adjusted annual rate1 of 4.72 million units in February from a
pace of 4.49 million units in January, but are 4.6 percent below
the 4.95 million-unit level in February 2008.  Seasonal adjustment
factors are more volatile in winter months, but sales rates over
the past few months show dampened sales activity.

Lawrence Yun, NAR chief economist, said first-time buyers
accounted for half of all home sales last month, with activity
concentrated in lower price ranges.  "Because entry level buyers
are shopping for bargains, distressed sales accounted for 40 to 45
percent of transactions in February," he said.  "Our analysis
shows that distressed homes typically are selling for 20 percent
less than the normal market price, and this naturally is drawing
down the overall median price."

The national median existing-home price2 for all housing types was
$165,400 in February, down 15.5 percent from a year ago when the
median was $195,800 and conditions were close to normal; the
median is where half of the homes sold for more and half sold for
less.  "Given the downward distortion in price comparisons due to
distressed sales, it's important for owners to keep in mind that
this doesn't equate to a similar loss of value for traditional
homes in good condition," Mr. Yun explained.

Mr. Yun said a recovery in the West is much stronger than
expected.  "Strong sales gains in the West are led by California,
where the median listing price is beginning to rise for the first
time in three years," he said.

NAR President Charles McMillan, a broker with Coldwell Banker
Residential Brokerage in Dallas-Fort Worth, said home shopping
activity has picked up with housing affordability at a record
high.  "The number of buyers looking for homes rose 5 percent in
February, and also was 5 percent above a year ago," he said.  "It
appears most of the increase in buyer traffic occurred in the
latter part of the month after the $8,000 first-time buyer tax
credit was put in place.  At the same time, mortgage purchase
applications have risen, so we expect to see sales picking up
around late spring."

Mr. McMillan noted that more potential buyers are learning about
the tax credit, just as the traditional spring home-buying season
begins.  "In this changing market, smart buyers and sellers
consult with Realtors who can advise them about current conditions
in their area, and counsel them on the best way to move forward,"
he said.

According to Freddie Mac, the national average commitment rate for
a 30-year, conventional, fixed-rate mortgage edged up to 5.13
percent in February from a record low 5.05 percent in January; the
rate was 5.92 percent in February 2008.  Last month's average
mortgage rate was the second lowest since data collection began in
1971. Last week the rate further declined to 4.98 percent.

Total housing inventory at the end of February rose 5.2 percent to
3.80 million existing homes available for sale, which represents a
9.7-month supply3 at the current sales pace, unchanged from
January.  In the six months prior to February, the total number of
homes for sale had steadily declined from a record level last
July.

Single-family home sales rose 4.4 percent to a seasonally adjusted
annual rate of 4.23 million in February from a level of
4.05 million in January, but are 3.6 percent below the
4.39 million-unit pace in February 2008.  The median existing
single-family home price was $164,600 in February, down 15.0
percent from a year ago.

Existing condominium and co-op sales increased 11.4 percent to a
seasonally adjusted annual rate of 490,000 units in February from
440,000 units in January, but are 13.1 percent lower than the
564,000-unit pace a year ago.  The median existing condo price4
was $172,200 in February, which is 18.7 percent lower than
February 2008.

Regionally, existing-home sales in the Northeast jumped 15.6
percent to an annual pace of 740,000 in February, but are 14.9
percent below February 2008.  The median price in the Northeast
was $251,200, down 4.8 percent from a year ago.

Existing-home sales in the Midwest increased 1.0 percent in
February to a pace of 1.04 million but are 14.0 percent lower than
a year ago.  The median price in the Midwest was $131,000, which
is 7.8 percent below February 2008.

In the South, existing-home sales rose 6.1 percent to an annual
pace of 1.74 million in February but are 11.2 percent below
February 2008.  The median price in the South was $146,700, down
10.0 percent from a year ago.

Existing-home sales in the West increased 2.6 percent to an annual
rate of 1.20 million in February and remain 30.4 percent higher
than a year ago.  The median price in the West was $204,600, which
is 30.3 percent below February 2008.

The National Association of Realtors, "The Voice for Real Estate,"
is America's largest trade association, representing 1.2 million
members involved in all aspects of the residential and commercial
real estate industries.


* KKR Hires Houlihan Lokey to Reorganize Debts
----------------------------------------------
Kohlberg Kravis Roberts & Co. and Permira Advisers LLP have hired
investment bank Houlihan Lokey to reorganize debts at one of their
holding companies, Nicholas Comfort of Bloomberg said, citing
unidentified people in the financial industry.

According to Financial Times Deutschland, Lavena Holding 4 Holding
GmbH could have difficulty making payments in a few months after
ProsiebenSat Media AG, a German broadcaster in which it owns a
stake, cut its dividend and its stock price tumbled, Bloomberg
said.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                              Total
                                             Share-      Total
                                  Total     holders    Working
                                 Assets      Equity    Capital
   Company          Ticker        ($MM)       ($MM)      ($MM)
   -------          ------       ------     -------    -------
ABSOLUTE SOFTWRE    ABT CN          107          (7)        24
AMR CORP            AMR US       25,175      (2,935)    (3,439)
ARBITRON INC        ARB US          200         (14)       (29)
AUTOZONE INC        AZO US        5,235        (187)       112
BARE ESCENTUALS     BARE US         300          (0)       146
BLOUNT INTL         BLT US          500         (44)       128
BOEING CO           BAB BB       53,779      (1,294)    (4,961)
BOEING CO           BA US        53,779      (1,294)    (4,961)
BOEING CO-CED       BA AR        53,779      (1,294)    (4,961)
CABLEVISION SYS     CVC US        9,383      (5,354)      (438)
CENTENNIAL COMM     CYCL US       1,432      (1,021)       101
CENVEO INC          CVO US        1,552        (221)       190
CHENIERE ENERGY     LNG US        2,922        (354)       350
CHENIERE ENERGY     CQP US        1,979        (352)       139
CHOICE HOTELS       CHH US          328        (138)       (15)
CLOROX CO           CLX US        4,398        (403)      (389)
COCA-COLA ENTER     CCE US       15,589         (31)      (491)
CV THERAPEUTICS     CVTX US         364        (222)       246
DELTEK INC          PROJ US         193         (54)        35
DEXCOM              DXCM US          44         (39)        17
DISH NETWORK-A      DISH US       6,460      (1,949)      (882)
DOMINO'S PIZZA      DPZ US          464      (1,425)       105
DUN & BRADSTREET    DNB US        1,586        (851)      (213)
EMBARQ CORP         EQ US         8,371        (608)        (6)
ENERGY SAV INCOM    SIF-U CN        552        (423)      (162)
EXELIXIS INC        EXEL US         402         (56)        82
EXTENDICARE REAL    EXE-U CN      1,806         (40)        95
GARTNER INC         IT US         1,093         (21)      (238)
GENERAL MOTORS      GM US        91,047     (85,340)   (32,482)
GENTEK INC          GETI US         425         (22)        88
HEALTHSOUTH CORP    HLS US        1,998        (700)       (64)
IMAX CORP           IMX CN          238         (91)        41
IMAX CORP           IMAX US         238         (91)        41
IMS HEALTH INC      RX US         2,087        (153)       231
INTERMUNE INC       ITMN US         172        (125)        97
IPCS INC            IPCS US         538         (48)        49
JOHN BEAN TECH      JBT US          591          (9)        93
LINEAR TECH CORP    LLTC US       1,494        (310)       992
MEAD JOHNSON-A      MJN US        1,372      (1,346)    (1,870)
MEDIACOM COMM-A     MCCC US       3,719        (347)      (274)
MOODY'S CORP        MCO US        1,773        (994)      (584)
NATIONAL CINEMED    NCMI US         610        (526)        96
NAVISTAR INTL       NAV US        9,623      (1,493)     1,367
NPS PHARM INC       NPSP US         204        (215)        97
OCH-ZIFF CAPIT-A    OZM US        2,003        (219)       N/A
OSIRIS THERAPEUT    OSIR US         137          (5)        71
OVERSTOCK.COM       OSTK US         172          (3)        40
PALM INC            PALM US         656         (84)        31
PDL BIOPHARMA IN    PDLI US         191        (353)       149
QWEST COMMUNICAT    Q US         20,182      (1,449)      (883)
REGAL ENTERTAI-A    RGC US        2,600        (242)       (93)
RENAISSANCE LEA     RLRN US          57          (5)       (15)
REVLON INC-A        REV US          813      (1,113)       105
SALLY BEAUTY HOL    SBH US        1,489        (720)       365
SONIC CORP          SONC US         818         (55)        (9)
STAR SCIENTIFIC     STSI US          12          (0)         6
SUCCESSFACTORS I    SFSF US         170          (5)         3
SUN COMMUNITIES     SUI US        1,207         (28)       N/A
TAUBMAN CENTERS     TCO US        3,072        (163)       N/A
TEAL EXPLORATION    TEL SJ           50         (72)      (105)
THERAVANCE          THRX US         236        (135)       166
UAL CORP            UAUA US      19,461      (2,465)    (2,420)
UNITED RENTALS      URI US        4,191         (29)       276
VERIFONE HOLDING    PAY US          840         (38)       308
VERIFONE HOLDING    VF2 GR          840         (38)       308
VERIFONE HOLDING    PAY IT          840         (38)       308
WEIGHT WATCHERS     WTW US        1,107        (888)      (270)
WESTERN UNION       WU US         5,578          (8)       528
WR GRACE & CO       GRA US        3,876        (354)       965
YUM! BRANDS INC     YUM US        6,527        (108)      (771)



                            *********

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.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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