TCR_Public/090401.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 1, 2009, Vol. 13, No. 90

                            Headlines


11500 LLC: Case Summary & 20 Largest Unsecured Creditors
ACTIVE WALLACE: Blames Over-Expansion for Bankruptcy Filing
AES CORPORATION: Fitch Assigns 'BB' Rating on $350 Mil. Debt
AES CORPORATION: Moody's Assigns 'B1' Rating on $350 Mil. Notes
AFFINITY BANK: Weiss Ratings Assigns "Very Weak" E- Rating

AHERN RENTALS: S&P Downgrades Corporate Credit Rating to 'B'
ALERIS INT'L: Wants to Stay Suits by Fired Employees vs. Managers
ALLIANCE CAPITAL: Fitch Downgrades Rating on Class B Notes to 'C'
AMERICAN INT'L: Congress Asks Justice Dept. & SEC for Reports
ARAMARK CORPORATION: Fitch Affirms Issuer Default Rating at 'B'

ARK HOLDINGS: Creditors File Petition for Chapter 7 Liquidation
BANK OF AMERICA: Merrill Ordered to Pay $39.8M to Masonic Fund
BAYOU GROUP: New Settlements Presage Madoff Clawback Suits
BERNARD L. MADOFF: New Bayou Settlements Presage Clawback Suits
BEST BRANDS: S&P Raises Corporate Credit Rating to 'CCC+'

BEXAR COUNTY: Moody's Downgrades Ratings on 2000A Bonds to 'B1'
BIV RETAIL: Files for Chapter 7 Bankruptcy Protection
BON TON STORES: Weak Q4 Results Cues Moody's Junk Corp. Rating
BUFFETS INC: S&P Assigns Corporate Credit Rating at 'B-'
CALIFORNIA NATIONAL: Weiss Ratings Assigns "Very Weak" E- Rating

CAPITALSOUTH BANK: Weiss Ratings Assigns "Very Weak" E- Rating
CARIBE MEDIA: S&P Changes Outlook to Negative; Affirms 'B' Rating
CDX GAS: Cash Use to Expire Absent EnerVest Sale Deal by Apr. 17
CENTRO NP: Fitch Affirms 'CCC' Rating on Debt Stabilization Plan
CENTURY BANK: Weiss Ratings Assigns "Very Weak" E- Rating

CHARTER COMMUNICATIONS: JPMorgan Sues 2 Units on False Statements
CHIQUITA BRANDS: Moody's Gives Stable Outlook; Keeps 'B3' Rating
CIRCLE C: Files for Chapter 11 Bankruptcy, To Liquidate
COLONIAL PROPERTIES: S&P Cuts Corporate Credit Rating to 'BB+'
COMMERCIAL VEHICLE: Liquidity Concerns Cue Moody's Junk Rating

CONGOLEUM CORP: Lost $6.4M in Q4, Aims for '09, Early '10 Exit
CORUS BANK: Weiss Ratings Assigns "Very Weak" E- Rating
DELPHI CORP: Court Moves Exclusive Plan Filing Deadline to May 31
DELPHI CORP: Clarifies Transfer of Steering Biz; Hearing Tomorrow
DELPHI CORP: Court OKs Changes to JPMorgan L/C Reimbursement Pact

DELPHI CORP: Seeks to Amend Appaloosa Suit; Proposes June Trial
DELPHI CORP: To Sell Suspension and Brakes Unit to BeijingWest
DENNIS S SPIELBAUER: Court Moves Schedules Deadline to April 24
DHP HOLDINGS: May Sell FMI Contractor Business to FMI Products
DMI INDUSTRIES: Files for Chapter 11 Bankruptcy Protection

DREIER LLP: Founder Pleads Not Guilty to $700-Mil. Laundering
ENCORE ACQUISITION: Moody's Gives Neg. Outlook; Keeps Ba3 Rating
FEDERAL TRUST: Weiss Ratings Assigns "Very Weak" E- Rating
FIRST BANK: Weiss Ratings Assigns "Very Weak" E- Rating
FIRST DATA: Fitch Downgrades Issuer Default Rating to 'B'

FIRST FINANCIAL: Receives NASDAQ Non-Compliance Letter
FIRST MARINER: Weiss Ratings Assigns "Very Weak" E- Rating
FLEETWOOD ENTERPRISES: S&P Withdraws 'D' Ratings on Liquidation
FLUID ROUTING: Completes Sale to Sun Capital Affiliate
FORD MOTOR: Frets on Operations Due to Rivals' Likely Bankruptcy

FORD MOTOR: Seeks Debt Swap to Avert Bankruptcy or Gov't Bailout
FREESCALE SEMICONDUCTOR: S&P Raises Corp. Credit Rating to 'B-'
GENERAL GROWTH: Bankruptcy Filing Not Imminent, Says WSJ
GENERAL MOTORS: Six Directors May be Replaced, Says WSJ
GENERAL MOTORS: Government Funds Won't Affect S&P's 'CC' Rating

GENERAL MOTORS: Launches Customer Protection Package
GENERAL MOTORS: Rick Wagoner Finally Steps Down as CEO
GENERAL MOTORS: Hike in Orders Tone Down Opel Bankr. Concerns
GIBRALTAR INDUSTRIES: S&P Cuts Corporate Credit Rating to 'B+'
GOODY'S LLC: Debtors File Schedules of Assets and Liabilities

GOODY'S LLC: May Use Junior Lenders' Cash Collateral Until Aug. 1
GOODY'S LLC: Retains Streambank to Sell Duck Head and Other Brands
GOTTSCHALKS INC: "Going Concern" Bidder Absent at Auction
GOTTSCHALKS INC: Completes Auction; Liquidation Hearing Today
HAMMOCKS LLC: Court Approves David G. Gray as Bankruptcy Counsel

HAMMOCKS LLC: U.S. Trustee Sets Sec. 341(a) Meeting for April 29
HRP MYRTLE: Court Refuses to Okay Hard Rock's Sale to FPI MB
IDEARC INC: Files for Bankruptcy; to Submit Exit Plan in 30 Days
IDEARC INC: Case Summary & 50 Largest Unsecured Creditors
INFOGROUP INC: Macro Agreement Won't Affect S&P's 'BB' Rating

INTER SAVINGS: Weiss Ratings Assigns "Very Weak" E- Rating
IXP INC: Files for Chapter 11 Bankruptcy Protection in Colorado
JOHNS MANVILLE: High Court Questions Judges' Power to Block Suits
JPT AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
JUNIPER GENERATION: Moody's Cuts Senior Secured Rating to 'Ba3'

KS REALTY: Judge Deasy Sets July 21 as Proofs of Claim Bar Date
KS REALTY: U.S. Trustee Sets Section 341(a) Meeting for April 24
KULICKE & SOFFA: S&P Withdraws Corporate Credit Rating to 'B+'
LEHMAN BROTHERS BANK: Weiss Ratings Assigns "Very Weak" E- Rating
LENNAR CORP: Posts $155.9 Million Net Loss in First Quarter 2009

LINCOLN BANK: Weiss Ratings Assigns "Very Weak" E- Rating
LOCAL INSIGHT: S&P Changes Outlook to Negative; Keeps 'B' Rating
MARC HOTELS: Chapter 11 Bankruptcy Case Transferred to Honolulu
MERCER INTERNATIONAL: S&P Affirms 'B-' Corporate Credit Rating
MERUELO MADDUX: Receives Delisting Notification From Nasdaq

MIDWAY GAMES: U.S. Trustee Balks at Bonuses for Top Employees
MINERVA SA: Fitch Puts 'B+' Issuer Rating on Negative Watch
MONEYGRAM INTERNATIONAL: Fitch Affirms Issuer Rating at 'B+'
MOUNT SINAI: Moody's Downgrades Long-Term Rating on Debt to 'Ba2'
MUTUAL BANK: Weiss Ratings Assigns "Very Weak" E- Rating

MW SEWALL: Files for Chapter 11 Bankruptcy Protection
NATIONAL WHOLESALE: GE Capital Sues Former Chief Financial Officer
NATIONWIDE HEALTH: S&P Gives Positive Outlook; Keeps 'BB' Rating
NORTH FOREST: Moody's Cuts Rating on $63.2 Million Debt to 'Ba3'
NORTH PORT: Case Summary & 20 Largest Unsecured Creditors

NOVA BIOSOURCE: Files for Bankruptcy; Brent King Named CRO
OSHKOSH CORPORATION: Moody's Confirms Corp. Family Rating at 'B2'
PACIFIC NATIONAL: Weiss Ratings Assigns "Very Weak" E- Rating
PANTRY INC: S&P Changes Outlook to Positive, Affirms 'B+' Rating
PECOS CAPITAL: Files List of Creditors Holding Unsecured Claims

PECOS CAPITAL: Section 341(a) Meeting Slated for April 28
PEOPLES COMMUNITY: Weiss Ratings Assigns "Very Weak" E- Rating
PHILADELPHIA NEWSPAPERS: Top Executives Got Bonuses Before Filing
PHILIP J MARTIN: Wants Schedules and Statements Filing Extended
PILGRIM'S PRIDE: Court Extends Plan Filing Deadline to Sept. 30

PILGRIM'S PRIDE: Court Extends Lease Decision Deadline to June 29
PILGRIM'S PRIDE: Seeks to Hire Colliers as Real Estate Consultant
PILGRIM'S PRIDE: Creditors Object to Equity Panel Appointment
PMC MARKETING: Wants Charles A. Cupril as Bankruptcy Counsel
POLYMER GROUP: Moody's Gives Stable Outlook; Keeps 'B1' Rating

PRECISION PARTS: In Dispute With Cerion Over Purchase Price
PRICE TRUCKING: Section 341(a) Meeting Slated for April 29
PRICE TRUCKING: Wants Schedules Deadline Moved to April 24
PRICE TRUCKING: Wants Whiteford Taylor as Bankruptcy Counsel
PRIMUS TELECOM: Protocol Limiting Trading In Securities Okayed

PROPEX INC: Emerges From Bankruptcy After 14 Months
PROPEX INC: Wayzata's $82 Million Offer Tops Bidding
PROPEX INC: Parties Balk at Assumption of Pacts as Part of Sale
QIMONDA NA: To Seek Final Approval of $40-Mil DIP Loan on April 13
QUEBECOR WORLD: Posts $654.0 Million Fourth Quarter Loss

ROBBINS BROS: Gets Final OK to Use Sec. Lenders Cash Collateral
ROBBINS BROS: Sec. 341(a) Meeting of Creditors Set for April 15
ROBBINS BROS: U.S. Trustee Appoints 7-Member Creditors Panel
S&K FAMOUS: Pays Off Secured Debt & Sells Headquarters
SABRE HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B'

SPANSION INC: Bankruptcy No Reason for Drastic Redesign
SPANSION INC: Sec. 341 Meeting of Creditors Set for April 14
SPANSION INC: Can Use Lenders' Cash Collateral Until May 19
SPANSION INC: Commences Review on Leases; Rejects Equipment Pacts
SPANSION INC: Seeks to Employ Duane Morris as Delaware Counsel

SPORTSMAN'S WAREHOUSE: Section 341(a) Meeting Slated for April 16
STANDARD PACIFIC: S&P Cuts Ratings on Senior Notes to 'CCC-'
STARWOOD HOTELS: Moody's Downgrades Senior Ratings to 'Ba1'
STRATEGIC CAPITAL: Weiss Ratings Assigns "Very Weak" E- Rating
SUN-TIMES MEDIA: Files for Chapter 11; to Divest Assets

SUN-TIMES MEDIA: Case Summary & 30 Largest Unsecured Creditors
SUSSER HOLDINGS: S&P Gives Stable Outlook; Affirms 'B+' Rating
TEREX CORPORATION: Moody's Cuts Corporate Family Rating to 'Ba3'
TOWER HILL: Moody's Downgrades Ratings on Five Classes of Notes
TPG-AUSTIN PORTFOLIO: Moody's Downgrades Senior Ratings to 'C'

TRIBUNE CO: Files Schedules of Assets and Liabilities
TRIBUNE CO: LA Times Files Schedules of Assets and Liabilities
TRIBUNE CO: Amends $225M Barclays Asset-Backed Securitization Loan
TRIBUNE CO: Seeks Stay of Suit by Former LA Times Workers
TRIBUNE CO: To Sell Westline Asset to Summit Westline for $7MM

UCI HOLDCO: Moody's Junks Corporate Family Rating from 'B3'
UNITED COMMERCIAL: Moody's Cuts Bank Strength Rating to 'D-'
UNITED SUBCONTRACTORS: Case Summary & 30 Largest Unsec. Creditors
US TELEPACIFIC: Moody's Gives Negative Outlook; Keeps 'B3' Rating
VARIG LOGSTICA: Voluntary Chapter 15 Case Summary

VINEYARD BANK: Weiss Ratings Assigns "Very Weak" E- Rating
VISTEON CORP: Files Annual Report; PwC Issues Going Concern Doubt
VISTEON CORP: UK Affiliate Commences Insolvency Proceedings
VISTEON CORP: Gets Waiver Until May 30 Under Credit Facilities
W.R. GRACE: Seeks to Keep CEO Alfred Festa for Another 4 Years

W.R. GRACE: To Implement 2009-2011 Key Employee Incentive Plan
W.R. GRACE: Hires Seale to Advise on Sale of Gas Equipment Unit
W.R. GRACE: Former Employees Testify on Asbestos in Libby Mine
WARREN BANK: Weiss Ratings Assigns "Very Weak" E- Rating
WILBRAHAM CBO: Fitch Junks Ratings on Two Classes of Notes

WILLOUGHBY'S APPLIANCE: In the Process of Filing for Bankruptcy
WOODLANDS COMMERICAL: Weiss Ratings Assigns "Very Weak" E- Rating
ZOUNDS INC: Case Summary & 20 Largest Unsecured Creditors

* Fitch Comments on Restaurant Industry's Performance in Crisis
* BaddebtBankruptcy.com Offers Bankruptcy Consultation
* Equity Risk Partners Launches Executive Advisory Series

* NewOak Names Sam Warren as RMBS Structured Solutions Director
* Stroock Adds Daniel Ginsberg to Financial Restructuring Group

* Upcoming Meetings, Conferences and Seminars


                            *********


11500 LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 11500, LLC
        31 N. Tijon, Suite 500
        Colorado Springs, CO 80903
        Tel: (719) 473-4530

Bankruptcy Case No.: 09-41367

Chapter 11 Petition Date: March 30, 2009

Court: Western District of Missouri (Kansas City)

Debtor's Counsel: Donald G. Scott, Esq.
                  dscott@mcdowellrice.com
                  McDowell Rice Smith & Buchanan
                  605 W. 47th St., Ste 350
                  Kansas City, MO 64112
                  Tel: (816) 753-5400
                  Fax: (816) 753-9996

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Chevron TCI, Inc.                                $3,734,133
345 California Street, 30th Fl.
San Francisco, CA 94104

Platte County Tax                                $200,000
415 Third St., Suite 40
Platte City, MO 64079

Knopke Contracting Services                      $140,000
PO Box 414973
Kansas City, MO 64141

LinCare                                          $110,000

LVI Environmental                                $95,000

Hoy Excavating                                   $50,000

Tevis Architects                                 $35,000

Family Environmental Services                    $27,000

KCP&L                                            $20,000

Trane                                            $18,000

Engineers Consortium Inc.                        $15,000

Synbiotics                                       $14,944

Seminole Energy Services                         $13,000

Interstate Electrical                            $10,000

KCCBS                                            $7,000

King Hershey PC                                  $6,045

AMAI Architects                                  $5,400

Hilb Regal & Hobbs Insurance                     $5,000

AmSan                                            $4,318

Ambius Inc.                                      $3,003

The petition was signed by Gregory Timm, member.


ACTIVE WALLACE: Blames Over-Expansion for Bankruptcy Filing
-----------------------------------------------------------
Active Wallace Group filed a Chapter 11 petition after reporting a
$7.7 million net loss last year on revenues of almost $60 million.

According to Bloomberg's Bill Rochelle, Chief Executive John
Wallace said in court papers that the bankruptcy resulted from
over-expansion.  He said the number of the Company's stores
doubled while sales remained constant.

The Debtor will seek debtor-in-possession financing from Merrill
Lynch Commercial Finance Corp.

The company owes $4.2 million to the secured lender, a unit of
Merrill Lynch & Co.  The Debtor said the unsecured creditor with
the largest claim is Nike USA, owed $1.5 million.

Active Wallace Group owns Mira Loma, California-based Active Ride
Shop, a retailer of skateboarding and surfing wear.  Active
Wallace filed for Chapter 11 on March 23 (Bankr. C.D. Calif., Case
No. 09-15370).  Garrick A. Hollander, Esq., and Marc J. Winthrop,
Esq., have been tapped as counsel.  In its bankruptcy petition,
the Company estimated assets and debts of $10 million to $50
million.


AES CORPORATION: Fitch Assigns 'BB' Rating on $350 Mil. Debt
------------------------------------------------------------
Fitch Ratings has assigned its 'BB' rating to the anticipated
issuance by The AES Corporation of $350 million unsecured debt in
a private placement.

The new notes are unsecured and rank equally with existing and
future unsecured debt of AES.  The Issuer Default Rating of AES is
'B+'.  The Rating Outlook is Stable.


AES CORPORATION: Moody's Assigns 'B1' Rating on $350 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to The AES
Corporation's (B1 Corporate Family Rating) proposed issuance of up
to $350 million of senior unsecured notes due 2016.  The rating
outlook is stable.

Proceeds from the proposed offering will be used to enhance AES's
liquidity profile as several maturities approach.  Specifically,
AES faces a $154 million senior note due June 2009, the
termination of a $600 million senior unsecured revolver in March
2010 and a $214 million senior note due September 2010.  Proceeds
from the proposed offering are likely to be used to refinance any
combination of these maturities.

AES's ratings consider the company's high leverage and the
structural subordination of its recourse debt to the significant
level of non-recourse debt in its consolidated capital structure
and a weakened power price environment that is expected to reduce
cash flow from its New York-based AES Eastern Energy subsidiary.
Structural constraints are somewhat mitigated by the
diversification provided by AES's large number of subsidiaries,
their wide geographic distribution and balanced fuel mix, and the
significant proportion of the company's cash flows that are
subject to stable regulation or long-term contracts.

Moody's calculates AES's adjusted parent operating cash flow
(POCF, which is net of parent level interest expense, parent
overhead expenses, income taxes and development charges) to parent
level debt of approximately 3% in 2008 (approximately 6% when
excluding development costs) and the ratio of adjusted parent
operating cash flow interest coverage of approximately 1.4 times.

These metrics weakened relative to 2007 performance (approximately
6%, 8% and 1.8 times, respectively) due to increased parent
overhead expenses and interest expense and a modest reduction in
parent level dividends received from subsidiaries.  Parent
overhead costs have increased as AES has sought to address
challenges relating to material weaknesses in its financial
reporting that have resulted in filing delays and necessitated
restatements of its audited financial statements over the last
couple of years.  As a result, the company has been successful in
this endeavor as evidenced by the timely filing of its 2008 10-K
without any material weaknesses noted.

Moody's is of the opinion that 2008 reduced parent level financial
performance was temporary and anticipate considerable improvement
beginning in 2009 due to anticipated increased subsidiary
distributions emanating from new projects/investments and reduced
overhead costs.  Failure to improve its financial performance in
2009 could have negative rating implications.

AES announced last week an amendment to its senior secured
revolver that includes a one-year extension to its expiration date
to July 2011 for $605 million of its recently expanded
$785 million of commitments.

The last rating action on AES occurred on May 14, 2008, when
Moody's affirmed the company's ratings, including its B1 Corporate
Family Rating.

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

The AES Corporation is a global power company with generation and
distribution assets in Europe, Asia, Latin America, Africa and the
United States.  Its consolidated revenues totaled
$13.6 billion during fiscal year 2007.


AFFINITY BANK: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Ventura, Calif.-based
Affinity Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Affinity Bank is not a member of the Federal Reserve, and is
primarily regulated by the Federal Deposit Insurance Corporation.
The institution was established on Sept. 19, 1982, and deposits
have been insured by the FDIC since March 14, 1988.  Affinity Bank
maintains a Web site at http://www.affinitybank.com/and has 10
branches in California.


AHERN RENTALS: S&P Downgrades Corporate Credit Rating to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Ahern
Rentals Inc., including the long-term corporate credit rating to
'B' from 'B+'.  All ratings were removed from CreditWatch, where
they were placed with negative implications on Dec. 16, 2008.  The
outlook is negative.

"The downgrade and negative outlook reflect our concerns about
continuing weakness in the company's end markets and its ability
to maintain adequate liquidity and potential covenant pressure in
the near term," said Standard & Poor's credit analyst John R.
Sico.

S&P is concerned that continued weakness in nonresidential
construction markets may have an adverse affect on the company's
cash flow.  While Ahern has not yet reduced capital spending to
the level that S&P would anticipate in such a situation, S&P
expects it to begin to decrease capital spending and generate
positive free cash flow to pay down debt and maintain adequate
liquidity.  Ahern needs to maintain minimum liquidity of
$25 million on its credit facility or it becomes subject to a
total leverage test.  The company would have been in compliance at
Dec. 31, 2008.  An expected step down in leverage to 4.5x from
4.6x will reduce headroom on this covenant, and may well need to
be tested if availability were to decline below $25 million.

The ratings on Las Vegas-based Ahern Rentals reflect its position
as a relatively small regional operator in the highly fragmented
and competitive equipment-rental industry.  The business is also
highly capital intensive: Ahern must continually make large
equipment purchases and has limited diversity and somewhat limited
financial flexibility.  The company's good market presence in
commercial markets and somewhat expanded presence beyond the
southwestern U.S. offsets these risks.  The credit profile also
benefits from the company's focus on customer service and strong
EBITDA margin.

The company is leveraged with debt to EBITDA at about 4.4x as of
Dec. 31, 2008 (adjusted for operating leases).  Funds from
operations to lease adjusted debt is about 16%.  With minimum cash
balances and limited availability on its asset-based loan revolver
the company's financial flexibility is limited.

S&P could lower the rating on the company if credit metrics
continue to weaken and availability on the revolver deteriorates.
Because of challenging industry conditions in 2009, Ahern's
operating performance could deteriorate and possibly reduce
liquidity and threaten covenant compliance.  In response to these
conditions, S&P expects Ahern to cut back on capital expenditures
to generate free cash flow.  S&P believes a 20% decline in
construction spending in key end markets is likely.  Therefore,
S&P could take a negative rating action if Ahern does not achieve
free cash flow to reduce debt and improve availability on its
credit facility and headroom on covenants.  Upside rating
potential is unlikely at this point in the cycle.


ALERIS INT'L: Wants to Stay Suits by Fired Employees vs. Managers
-----------------------------------------------------------------
Before Aleris International Inc.'s bankruptcy filing, three former
employees commenced complaints for alleged damages arising from
the termination of their employment by one of the Debtors:

  1. David Hagan sued Debtor Alchem Aluminum Inc. and Gary
     Merritt in the 10th Circuit for the County of Saginaw,
     Michigan.  Mr. Merritt is the plant manager at Alchem's
     Saginaw, Michigan facility and Mr. Hagan's direct
     supervisor.

  2. Ralph Rosenlieb sued Debtor Rock Creek Aluminum Inc. in the
     Circuit Court for Wood County, West Virginia, for alleged
     violations of public policy for his termination by Rock
     Creek, and Eric Reynolds, Mr. Rosenlieb's direct
     supervisor, for alleged direct participation in the alleged
     violation.

  3. Robert McIntyre sued Debtor Rock Creek and two of its
     Employees, Trevor Hayes, an environmental safety manager,
     and Eric Reynolds, Mr. Rosenlieb's direct supervisor, for
     alleged violation of public policy and tortious
     interference with an employment relationship.

The allegations against the Employee Defendants arise solely from
the performance of their duties as employees of the Debtors.
However, the stay under Section 362 of the Bankruptcy Code does
not automatically extend to the Employee Defendants, Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New York,
points out.

Thus, the Debtors ask the U.S. Bankruptcy Court for the District
of Delaware to extend the automatic stay applicable to enjoin the
prosecution of the Prepetition Lawsuits against the Employee
Defendants for the duration of the automatic stay in effect as to
the Debtors.

Mr. Karotkin contends that if the automatic stay is not extended
with respect to the Employee Defendants or the Prepetition
Lawsuits are not otherwise enjoined, the Debtors and their
estates will be irreparably harmed and the purposes of the
Bankruptcy Code will be frustrated because:

  (1) the Debtors could be subject to substantial collateral
      estoppel risks effectively compelling them to monitor and
      participate in the Prepetition Lawsuits and thereby,
      incur substantial costs and cause distraction to the
      Employee Defendants;

  (2) judgments against the Employee Defendants in the
      Prepetition Lawsuits could increase the likelihood of
      judgments against the Debtors;

  (3) the Debtors have obligations to pay the costs of defense
      of the Prepetition Lawsuits and to indemnify the Employee
      Defendants for actions taken within the scope of their
      employments with the Debtors;

  (4) continued prosecution could affect employee morale and
      could create tension in the workforce, compelling
      employees to seek employment elsewhere; and

  (5) the Employee Defendants may be distracted from continuing
      to perform their duties on the Debtors' behalf.

                    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)


ALLIANCE CAPITAL: Fitch Downgrades Rating on Class B Notes to 'C'
-----------------------------------------------------------------
Fitch Ratings has downgraded and revised the Recovery Rating on
this class of notes issued by Alliance Capital Funding, LLC:

  -- $33,321,229 class B notes to 'C/RR6' from 'CC/DR4'.

Alliance Capital Funding, a limited liability company that closed
on Dec. 3, 1997, is managed by Alliance Bernstein, L.P.  Alliance
Capital Funding is composed of primarily corporate high-yield
bonds and loans and a small portion of emerging market debt.  The
final maturity for this transaction is Feb. 15, 2010.  Payments
are made semi-annually in February and August and the reinvestment
period ended in August 2002.

According to the March 10, 2009 trustee report, all coverage tests
failed.  The overcollateralization test failed at 11.8% with a
trigger of 150%, and the B interest coverage test failed at 6.8%
with a trigger of 110%.

The downgrade on the class B notes is due to the
undercollateralization of the class and the diversion of principal
proceeds to pay interest due on the class.  The trustee reported
$54,000 in the principal collections account and a portfolio
collateral balance of $8.5 million, of which
$5.3 million is defaulted.  Fitch expects the class B notes to
recover little to no principal at maturity.

On the Feb. 15, 2009 payment date, principal proceeds were used to
pay the remaining interest on the class B notes.  Further
undercollateralization for the class B notes is expected as this
continued diversion of principal to pay interest progresses over
time.

The rating of the class B 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
collateralized debt obligations 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.


AMERICAN INT'L: Congress Asks Justice Dept. & SEC for Reports
-------------------------------------------------------------
The House Committee on Oversight and Government Reform has asked
Justice Department and the U.S. Securities and Exchange Commission
to forward confidential reports prepared by a lawyer charged with
monitoring American International Group Inc. over the past four
years, Peter Lattman at The Wall Street Journal reports, citing
people familiar with the matter.

According to WSJ, the congress is probing on AIG's collapse and
subsequent federal rescue in September 2008.

WSJ relates that AIG has paid lawyer James Cole and his firm,
Bryan Cave LLP, about $20 million to supervise its business
practices.  WSJ states that Mr. Cole's reports on AIG's progress
were periodically delivered to federal regulators since 2005 and
aren't public.  The House Committee, says WSJ, has asked that the
SEC and Justice Department forward the reports by April 1.

WSJ quoted the House Committee as saying, "With the taxpayers now
having an 80% stake in AIG, we believe that review of these
reports is critical for Congress to better understand how AIG
became financially crippled and in assessing whether taxpayer
dollars are being properly used for the stabilization of this once
prosperous company."

WSJ relates that a Justice Department spokesperson said that the
agency hasn't yet received the Congress' request.

AIG was alleged to have sold products that helped firms manipulate
their financial earnings, WSJ notes.  The Justice Department,
according to the report, agreed not to pursue criminal charges
against AIG in exchange for its implementing reforms and the
review of certain financial transactions by Mr. Cole.

                  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.


ARAMARK CORPORATION: Fitch Affirms Issuer Default Rating at 'B'
---------------------------------------------------------------
Fitch Ratings has affirmed these ratings for ARAMARK Corporation:

  -- Long-term Issuer Default Rating 'B';
  -- Senior secured credit facilities 'BB-/RR2'.

Fitch has simultaneously downgraded these ratings:

  -- Senior unsecured notes due 2015 to 'CCC/RR6' from 'B-/RR5';
  -- Senior unsecured notes due 2012 to 'CCC/RR6' from 'CCC+/RR6'.

The Rating Outlook is Stable.

These rating actions affect approximately $6.0 billion of debt at
Jan. 2, 2009.

ARAMARK's ratings reflect its high financial leverage, its strong
market share positions and its high client retention rate.
Although the company's revenue is being negatively impacted by the
economic recession, its diversified customer base and ability to
reduce costs should mitigate downside risk on operating earnings
and cash flow.  A significant portion of ARAMARK's revenue is
generated from less economically sensitive sectors; such as
Education, Healthcare and Corrections.  Furthermore, no single
client represented more than 1% of the $13.5 billion of total
sales it generated at the fiscal year ended Oct. 3, 2008.  Fitch
views ARAMARK's operating structure as more recession resistant
than others in the foodservice industry given this diversity, the
contract nature of its business and its highly variable cost
structure.

The downgrade of the company's 2015 and 2012 senior unsecured
notes is driven by Fitch's recovery analysis for companies with
IDR ratings of 'B+' or below.  The recovery ratings for ARAMARK's
debt consider bondholder recovery in a distressed situation while
incorporating the fact that, in the current environment, recovery
rates have declined across most industries.  Fitch anticipates
71%-90% or superior recovery for ARAMARK's secured bank debt and
negligible recovery for unsecured bondholders.

ARAMARK's credit profile is supported by its lack of near term
maturities and its good liquidity.  The company's most significant
upcoming maturity is $250 million of 5% unsecured notes due June
1, 2012.  During the latest 12 month period ended Jan. 2, 2009,
ARAMARK generated $63 million of free cash flow (cash flow from
operations less capital expenditures and dividends) and at Jan.
30, 2009 the company had $520 million available under its $600
million revolver which expires January 2013.

ARAMARK's credit statistics are currently adequate for the rating
category.  For the LTM period ended Jan. 2, 2009, total debt-to-
operating earnings before interest, taxes, depreciation and
amortization was 5.6 times, operating EBITDA-to-gross interest
expense was 2.1x and funds from operations fixed charge coverage
was 1.8x.  Total adjusted debt-to-operating earnings before
interest, taxes, depreciation, amortization and rental expense,
which accounts for operating leases and balances outstanding under
ARAMARK's $250 million accounts receivable securitization program,
was 6.1x.

ARAMARK is in compliance with all of its debt covenants.
ARAMARK's maximum consolidated secured debt ratio of 5.5x steps
down by 0.25x increments annually every June 30 until 2013.  At
Jan. 2, 2009, the ratio (as defined by its credit agreement) was
3.77x, leaving the company significant cushion. ARAMARK's ability
to incur additional debt and make restricted payments is limited
by a minimum interest coverage ratio of 2.0x.  At Jan. 2, 2009,
the ratio (as defined by its credit agreement) was 2.2x.  Given
ARAMARK's current level of liquidity, lack of near-term maturities
and its balanced financial strategy, Fitch does not anticipate a
need to incur incremental debt.


ARK HOLDINGS: Creditors File Petition for Chapter 7 Liquidation
---------------------------------------------------------------
According to Bloomberg's Bill Rochelle, three creditors saying
they are owed almost $15.5 million, filed an involuntary Chapter 7
bankruptcy petition on March 20 against Ark Asset Holdings Inc.,
the owner of investment adviser Ark Asset Management Co.

The petitioning creditors are C. Charles Hetzel, William David,
Heather Wiener and S. Jay Mermelstein.  They want a trustee
appointed to take over Ark's estates.

The petitioners say New York-based Ark sold assets in February to
Smith Graham & Co. Investment Advisors and may be dissipating the
assets.  They recite how Ark previously said it would be filing
bankruptcy yet hasn't so far.

Bill Rochelle said that Houston-based Smith Graham issued a
statement on Feb. 27 saying the Ark acquisition doubled its assets
under management to almost $6 billion.


BANK OF AMERICA: Merrill Ordered to Pay $39.8M to Masonic Fund
--------------------------------------------------------------
Suzanne Barlyn at The Wall Street Journal reports that the
Financial Industry Regulatory Authority has ruled that Merrill
Lynch & Co. must pay $39.8 million -- $30.6 million in
compensatory damages and $9.2 million in interest -- to the
trustees of the Masonic Hall and Asylum Fund in Utica.

WSJ relates that Masonic Hall filed a claim against Merrill Lynch
asserting that Merrill's subsidiary broker-dealer advised the fund
to buy a limited partnership interest in Sphinx Managed Futures
Index Fund LP, a privately held fund in a business unit of Refco
Inc.  WSJ states that Refco collapsed after disclosing in 2005
that its CEO hid $430 million in bad debts from the company's
auditors.

Merrill Lynch, according to WSJ, said that the case arose from
investments that predated the Company's 2005 acquisition of a
regional broker-dealer, Advest, which had provided Masonic Hall
with investment advice.

WSJ says that Merrill Lynch, receiving the panel's go signal, will
pursue damages in bankruptcy proceedings for the Refco unit that
ran the Sphinx fund.

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

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

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

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


BAYOU GROUP: New Settlements Presage Madoff Clawback Suits
----------------------------------------------------------
Bloomberg's Bill Rochelle said that more settlements were
announced by the trustee for Bayou Group LLC that could presage
future stories about recoveries from investors in Bernard L.
Madoff Investment Securities Inc.

According to the report, the trustee for Bayou, a hedge fund that
in reality was a Ponzi scheme, recovered more money from investors
who managed to take out profit or principal before the fraud was
discovered.

The Bayou trustee said last week he will receive another
$5.6 million from 24 investors who agreed to settle.  The new
settlements are on top of $30 million previously recovered from 89
former Bayou investors.

The lawsuits to recover fictitious profits or principal are
often referred to as clawbacks, Mr. Rochelle relates.  He added
that the new Bayou settlements were the only alternative to an
appeal from a ruling made by U.S. Bankruptcy Judge Adlai Hardin in
October.  He said everyone, even those who had no idea a fraud
was being conducted, is obliged by fraudulent transfer law to
give back fictitious profits.  Investors who were able to recover
principal must give it back, too, if they had seen "red flags"
indicating a fraud was being conducted.

Pursuant to the new settlements, 22 entailed giving back 100% of
the profits.  Among those who the bankruptcy judge found to have
had an inkling there was a fraud, the Bayou trustee allowed the
investors to keep no more than 25% of repaid principal.

According to the report, when evidence came to light indicating
Bayou was being operated as a Ponzi scheme, a federal district
judge in White Plains, New York, appointed a receiver for the fund
in April 2006.  The receiver put Bayou in Chapter 11 the next
month and later filed the lawsuits against investors who were able
to take out their investments before the fraud surfaced.  The
receiver continued running Bayou during the Chapter 11 proceeding.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-
22306) in order to pursue recoveries for the benefit of defrauded
investors.

Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represent the Official Committee of Unsecured Creditors.
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents certain investors.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of more than $100 million.

Bayou also filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.

As reported in the Troubled Company Reporter on April 16, 2008,
Bayou Group and its debtor-affiliates delivered 47 adversary
complaints to the Honorable Adlai S. Hardin Jr. of the U.S.
Bankruptcy Court for the Southern District of New York, seeking to
recover certain fraudulent transfers made by investors against the
Debtors.  The Bayou entities include Bayou Management LLC, Bayou
Advisors LLC, Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund,
Bayou No Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou
Accredited Fund LLC.

The Debtors said the adversary proceedings arose from a massive
fraudulent investment scheme committed by the Bayou entities,
which controlled private pooled investment hedge funds.

                     About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: New Bayou Settlements Presage Clawback Suits
---------------------------------------------------------------
Bloomberg's Bill Rochelle said that more settlements were
announced by the trustee for Bayou Group LLC that could presage
future stories about recoveries from investors in Bernard L.
Madoff Investment Securities Inc.

According to the report, the trustee for Bayou, a hedge fund that
in reality was a Ponzi scheme, recovered more money from investors
who managed to take out profit or principal before the fraud was
discovered.

The Bayou trustee said last week he will receive another
$5.6 million from 24 investors who agreed to settle.  The new
settlements are on top of $30 million previously recovered from 89
former Bayou investors.

The lawsuits to recover fictitious profits or principal are
often referred to as clawbacks, Mr. Rochelle relates.  He added
that the new Bayou settlements were the only alternative to an
appeal from a ruling made by U.S. Bankruptcy Judge Adlai Hardin in
October.  He said everyone, even those who had no idea a fraud
was being conducted, is obliged by fraudulent transfer law to
give back fictitious profits.  Investors who were able to recover
principal must give it back, too, if they had seen "red flags"
indicating a fraud was being conducted.

Pursuant to the new settlements, 22 entailed giving back 100% of
the profits.  Among those who the bankruptcy judge found to have
had an inkling there was a fraud, the Bayou trustee allowed the
investors to keep no more than 25% of repaid principal.

According to the report, when evidence came to light indicating
Bayou was being operated as a Ponzi scheme, a federal district
judge in White Plains, New York, appointed a receiver for the fund
in April 2006.  The receiver put Bayou in Chapter 11 the next
month and later filed the lawsuits against investors who were able
to take out their investments before the fraud surfaced.  The
receiver continued running Bayou during the Chapter 11 proceeding.

                        About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Lead Case No. 06-
22306) in order to pursue recoveries for the benefit of defrauded
investors.

Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represent the Official Committee of Unsecured Creditors.
Kasowitz, Benson, Torres & Friedman LLP is counsel to the
Unofficial Committee of the Bayou Onshore Funds.  Sonnenschein
Nath & Rosenthal LLP represents certain investors.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of more than $100 million.

Bayou also filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.

As reported in the Troubled Company Reporter on April 16, 2008,
Bayou Group and its debtor-affiliates delivered 47 adversary
complaints to the Honorable Adlai S. Hardin Jr. of the U.S.
Bankruptcy Court for the Southern District of New York, seeking to
recover certain fraudulent transfers made by investors against the
Debtors.  The Bayou entities include Bayou Management LLC, Bayou
Advisors LLC, Bayou Equities LLC, Bayou Fund LLC, Bayou Superfund,
Bayou No Leverage Fund LLC, Bayou Affiliates Fund LLC, and Bayou
Accredited Fund LLC.

The Debtors said the adversary proceedings arose from a massive
fraudulent investment scheme committed by the Bayou entities,
which controlled private pooled investment hedge funds.

                     About Bernard L. Madoff

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

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

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

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

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


BEST BRANDS: S&P Raises Corporate Credit Rating to 'CCC+'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Minnetonka, Minnesota-based Best Brands Corp. by one notch,
including the corporate credit rating, which S&P raised to 'CCC+'
from 'CCC'.  Standard & Poor's also revised the outlook to
developing from negative.  As of Feb. 28, 2009, the company had
about $202 million of total debt.

The upgrade follows Best Brands' receipt of a waiver and fourth
amendment to its credit facility.  S&P believes the waiver and
amendment alleviate S&P's near-term liquidity concerns.  The
amendment, among other terms, waived all events of default and
relaxed financial covenants, while also reducing the revolver
commitment to $25 million from $30 million.

The ratings on Best Brands reflect the company's highly leveraged
capital structure, narrow product focus, small size relative to
financially stronger competitors, and customer concentration.
Operating performance only recently has begun to meet S&P's
expectations, due in large part to lower commodity costs in recent
periods.

"We would consider a ratings upgrade if Best Brands can
demonstrate consistent, sustained improvement in operating
performance and maintain strong covenant cushion and liquidity,
while reducing leverage," said Standard & Poor's credit analyst
Alison Sullivan.  "We could lower the ratings if Best Brands does
not meet covenants and/or loses access to its revolver," she
continued.  S&P estimates that about a 20% reduction in EBITDA
could cause Best Brands to trip its leverage covenant.


BEXAR COUNTY: Moody's Downgrades Ratings on 2000A Bonds to 'B1'
---------------------------------------------------------------
Moody's Investors Service has downgraded the rating on Bexar
County Housing Finance Corporation's (Honey Creek/Austin Point
Apartments) Multifamily Housing Revenue Bonds Series 2000A to B1
from Ba2 and downgraded Series 2000C to B3 from B1.  The outlook
remains negative.  The rating downgrades are based upon the
expectation that the debt service reserve fund for 2000C will be
tapped on the next debt service payment date and the inherent
weakness this demonstrates.  The negative outlook reflects
forecasts for weak occupancy and negative rent growth for the
submarket in the near term.

Legal Security: The bonds are limited obligations payable solely
from the revenues, receipts and security pledged in the Trust
Indenture.

                    Recent Developments/Results

Occupancy has improved to 95% daily average for February 2009.
This is roughly inline with the monthly average of 96.1%
experienced in 2008, which is above the average of 92.2% for the
North Central San Antonio submarket, according to Torto Wheaton
Research.

In 2006, the property received a transfer from its owner,
Community Housing Corporation of America, which with surplus funds
allowed debt service payments to be made.  In 2007 (audited
statements), operations improved and the debt service coverage
ratio for 2000A was 1.23x and 1.10x for 2000C.  Interim statements
for 2008 indicate net operating income has improved slightly over
2007.  However, this does not include what was categorized as
capital expenditures as an expense.  Since the reserve and
replacement fund has a $0 balance (3/24/2009), it is possible that
those expenses categorized as capital expenses are being funded
from NOI.  With these expenses netted from NOI, 2008 DSC for 2000A
is 1.18x and 1.06x for 2000C.  The trustee indicates the debt
service fund for 2000A is fully funded and 2000C has a $0 balance
(as of 3/24/2009), indicating that coverage for 2000C is actually
less than 1.0x and that the interim statements overstate debt
service coverage.  Moody's considers interim financial statements
less reliable than audited statements and is incorporating trust
balances into the rating assignments.

CHC of America has indicated it will allow the DSRF for 2000C be
tapped on the next debt service payment date but will likely
transfer money if the DSRF is ever insufficient to make debt
service payments.  Moody's downgrade of 2000A to B1 reflects the
inherent weakness associated with the projected tapping of the
DSRF on 2000C, a depleted reserve and replacement fund and the
uncertainty surrounding the interim statements.  It also reflects
the fact that its debt service fund is fully funded.  Moody's
downgrade of 2000C to B3 reflects the expectation that the DSRF
will be tapped, but not completely depleted, on the next debt
service payment date.  It also reflects CHC's indication it will
transfer money to the trustee to prevent a payment default.

The last rating action was on January 31, 2008 when the ratings
were downgraded to Ba2 (2000A) and B1 (2000C).

                        Outlook

The outlook for the bonds is negative based upon negative rent
growth forecast and potential the owner will not transfer funds to
the project in the future.  The $0 balance in the reserve and
replacement fund was also considered.


BIV RETAIL: Files for Chapter 7 Bankruptcy Protection
-----------------------------------------------------
Katie Shands at WBIR.com reports that has filed for Chapter 7
bankruptcy protection.

According to WBIR.com, BIV Retail is facing expenses that exceed
its assets.  The report states that BIV Retail is behind the Belle
Island Village project, which has been dealing with increasing
financial problems for months.

WBIR.com states that the Debbie Reynolds Museum is planned on the
Belle Island Village.  WBIR.com says that the museum's organizers
said that they believe that the project will continue with new
financing.

BIV Retail is the developer of a massive resort project in Sevier
County.


BON TON STORES: Weak Q4 Results Cues Moody's Junk Corp. Rating
--------------------------------------------------------------
Moody's Investors Service lowered its Corporate Family and
Probability of Default ratings for Bon Ton Stores, Inc., to Caa2
from B3.  The rating on the company's senior unsecured notes was
also lowered to Caa3 from Caa1.  Bon Ton's Speculative Grade
Liquidity rating is affirmed at SGL-3.  The rating outlook remains
negative.

The rating downgrade takes into consideration the company's weaker
than anticipated fourth quarter operating performance, with total
sales declining by 9.4% and income from operations (excluding
impairment charges) falling nearly 40%.  As a result, the
company's debt/EBITDA was in the mid 7 times range for the most
recently ended fiscal year.  Due to continued challenging macro
economic conditions, Bon Ton has stated it anticipates comparable
store sales to fall in the range of 6.5-9.0% during 2009 with
EBITDA expected to decline further from the weak levels reported
in 2008.  As a result Moody's anticipates that leverage will
remain at elevated levels for an extended period of time.

The two notch downgrade reflects not only Bon Ton's weaker
operating performance but also Moody's concern with the company's
liquidity profile over the intermediate term and with its capital
structure which Moody's considers to be increasingly unsustainable
given the current level of performance.  Bon Ton's existing Asset
Based Lending Facility expires in March, 2011 and Moody's believes
that Bon-Ton will need to begin negotiations to extend or replace
this facility during 2010.  As a result Moody's believes the
company's risk profile and probability of default has increased
and will remain elevated until such time as it addresses the
renewal, extension, or restructuring of this facility.  While Bon
Ton's current and expected leverage is not consistent with its
previous B3 rating, should the company successfully extend or
renew its credit facility and demonstrate that its capital
structure is sustainable, ratings could be modestly upgraded.

Moody's believes the company's liquidity will remain adequate over
the next year.  This assumes that Bon Ton will continue to receive
vendor support consistent with historical patterns.  Moody's do
note that Bon Ton's current level of availability under the asset
based lending facility has moderated from historical levels due to
a reduction in appraised inventory values, as well as due to a
deliberate decision to reduce inventory levels in the current
environment.

These ratings were downgraded and LGD Assessments amended:

  -- Corporate Family Rating to Caa2 from B3

  -- Probability of Default Rating to Caa2 from B3

  -- Senior Notes due 2014 to Caa3 (LGD 5, 80%) from Caa1 (LGD 5,
     76%)

This rating was affirmed:

  -- Speculative Grade Liquidity Rating at SGL 3

Moody's last rating action on Bon Ton Stores, Inc., was on
January 21, 2009 when the company's corporate family rating was
lowered to B3 from B2 with a negative rating outlook.

The Bon-Ton Stores, Inc., is a regional department store chain,
headquartered in York, Pennsylvania.  The company operates 280
stores in 23 Northeastern, Midwestern, and upper Great Plains
states under Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott,
Elder-Beerman, Herberger's and Younkers nameplates and, under the
Parisian nameplate, stores in the Detroit, Michigan area.
Revenues for the fiscal year ending January 31, 2009, were
approximately $3.1 billion


BUFFETS INC: S&P Assigns Corporate Credit Rating at 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Eagan, Minnesota-based Buffets Inc.
The outlook is stable.

At the same time, S&P assigned a '2' recovery rating and 'B'
issue-level rating, one notch above the corporate credit rating,
to the company's proposed $120 senior secured term loan, which is
part of the company's exit financing from Chapter 11 bankruptcy
reorganization.  The '2' recovery rating indicates S&P's
expectation of substantial (70%-90%) recovery in the event of
another default.

The ratings on Buffets reflect its vulnerable position in the very
competitive restaurant industry, its highly leveraged capital
structure, and limited financial flexibility.

The financing will be used to pay off the company's existing
debtor-in-possession loan, pay administrative bankruptcy expenses,
cover fees associated with the transaction, and provide cash for
the company's balance sheet.  The borrowers will have a perfected
lien on all of the property and assets of the credit parties, both
tangible and intangible, including all the outstanding stock of
the company and each of its subsidiaries.  The facility will be
guaranteed by the borrower's present and future acquired domestic
subsidiaries.

"In the very near term, overall profitability may improve as a
result of better operating margins," said Standard & Poor's credit
analyst Charles Pinson-Rose, "but the company has not been able to
reverse its negative sales trends."


CALIFORNIA NATIONAL: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Los Angeles, Calif.-
based California National Bank.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

California National Bank is chartered as a National Bank,
primarily regulated by the Office of the Comptroller of the
Currency.  The institution was established on Jan. 2, 1998, and
deposits have been insured by the Federal Deposit Insurance
Corporation since that date.  California National Bank maintains a
Web site at http://www.calnationalbank.com/and has 68 branches in
California.

At Dec. 31, 2008, California National Bank disclosed $6.3 billion
in assets and $5.9 billion in liabilities in its regulatory
filings.


CAPITALSOUTH BANK: Weiss Ratings Assigns "Very Weak" E- Rating
--------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Birmingham, Ala.-based
CapitalSouth Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

CapitalSouth is a member of the Federal Reserve, and is primarily
regulated by the Federal Reserve Board.  The institution was
established on Oct. 1, 1975, and deposits have been insured by the
Federal Deposit Insurance Corporation since that date.
CapitalSouth maintains a Web site at
http://www.capitalsouthbank.com/and has 13 branches, nine in
Alabama and four in Florida.

At Dec. 31, 2008, CapitalSouth disclosed $663 million in assets
and $619 million in liabilities in its regulatory filings.


CARIBE MEDIA: S&P Changes Outlook to Negative; Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Caribe Media Inc. to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit rating.

S&P also lowered its issue-level rating on Caribe's senior secured
credit facilities to 'B' (at the same level as the 'B' corporate
credit rating on the company), from 'B+'.  S&P revised the
recovery rating on these loans to '3' from '2'.  The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%)
recovery for lenders in the event of a payment default.

"The outlook revision reflects our expectation that credit
measures, based on the family of companies owned by Caribe's
indirect parent Local Insight Media Holdings, LP, will weaken in
the intermediate term," said Standard & Poor's credit analyst
Ariel Silverberg, "given our belief that the consumer-driven
nature of the current recession will weaken print ad sales-which
S&P believes are already in secular decline-to a greater extent
than in the previous few quarters."  She added that the company
will be challenged to replace these lost ad sales dollars with
sufficient digital sales at a comparable profit margin.


CDX GAS: Cash Use to Expire Absent EnerVest Sale Deal by Apr. 17
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted CDX Gas, LLC, et al., authority to use cash collateral of
Bank of Montreal and Credit Suisse for the period from March 27 to
June 19, 2009, in accordance with a budget.

Bank of Montreal is administrative agent for certain lenders
backed by first priority security interests in the Debtors' assets
and certain secured swap parties.  Credit Suisse is the
administrative agent for lenders backed by second-priority
security interests in the same collateral.  As of January 9, 2009,
the Debtors owe not less than $118,999,309 to the first lien
lenders and approximately $423,000,000 to the second lien lenders.

To the extent of the actual diminution in the value of their
collateral, the first lien lenders are granted, first priority
replacement liens in all personal property of the Debtors, subject
only to existing non-avoidable liens and the "carve out."  They
are also granted allowed supepriority administrative claims,
junior only to the carve-out, allowed Chapter 7 administrative
claims, and priority claims of the U.S. Trustee.  They will also
receive adequate protection payments from the Debtors.

To the extent of any diminution in the value of their collateral,
the second lien lenders are granted replacement lien, which lien
will be a second-priority lien, subject to the replacement
security interests granted to the first lien lenders.  They are
also granted allowed superpriority administrative claims, junior
in priority only to the superpriority administrative claims
granted to the first lien lenders.

The use of cash collateral may be terminated upon the occurrence
of certain termination events, including if the Debtors have not:

   i) by April 17, 2009, entered into a definitive agreement with
      EnerVest for the sale of the assets and filed a motion with
      the Court seeking approval of EnerVest, Ltd. as a stalking
      horse bidder and the bidding procedures mandated by the
      terms of the EnverVest APA; or

  ii) by May 15, 2009, received and presented to the First Lien
      Agent and Second Lien Agent, one or more unqualified
      written commitment letters, providing for (1) an offer to
      purchase some or all of the Debtors' assets, (2) debt
      financing and asset sales, (3) equity financing, or (4)
      some combination of equity, debt financing and asset sales,
      on the effective date of any confirmed plan in an amount
      sufficient to satisffy the remaining First Lien indebtedness
      in full following consummation of the EnerVest APA.

A full-text copy of the Court's Cash Collateral Order, including
a projected cash flow through June 19, 2009, is available at:

      http://bankrupt.com/misc/CDXGAS.CashCollateralOrder.pdf

Based in Houston, Texas, CDX Gas LLC -- http://www.cdxgas.com/--
is an independent gas company that explores, develops, and
produces onshore North American unconventional natural gas
resources located in coal, shale, and tight gas sandstone
formations.  The Company and 19 of its affiliates filed for
Chapter 11 protection on Dec. 12, 2008 (Bankr. S.D. Tex. Lead Case
No. 08-37922).  Harry Perrin, Esq., D. Bobbitt Noel, Esq., John E.
Mitchell, Esq., and Michaela C. Crocker, Esq., at Vinson Elkins
LLP, represent the Debtors in their restructuring efforts.  In its
schedules, CDX listed total assets of $996,308,606 and total debts
of $831,259,526.


CENTRO NP: Fitch Affirms 'CCC' Rating on Debt Stabilization Plan
----------------------------------------------------------------
While Centro NP LLC (formerly New Plan Excel Realty Trust)
continues to be weighed down by debt concerns longer term, recent
entry into a finalized debt stabilization plan should provide
temporary relief for Centro through the remainder of this year,
according to Fitch Ratings, which has affirmed and removed from
Rating Watch Centro NP's 'CCC' Issuer Default Rating.

Additionally, Fitch has also placed these ratings on Rating Watch
Positive:

  -- $350 million revolving bank credit facility 'CC/RR6';
  -- $830.2 million senior unsecured notes 'CC/RR6'.

The Rating Outlook is Negative.

As a result of this stabilization, Fitch believes that Centro NP
will be able to meet its 2009 debt maturities ($327.1 million)
primarily with existing liquidity sources and to a lesser extent,
mortgage loan extensions and asset sales.  However, the Negative
Outlook reflects the significant challenges Centro NP will face in
addressing 2010 debt maturities of $437 million after existing
liquidity sources have been exhausted, particularly if the
difficult conditions in the real estate debt capital markets
persist.

The Rating Watch Positive on the $350 million revolving bank
credit facility reflects the increased probability of an upgrade
based on improved recovery prospects.  As part of the successive
debt extension agreements reached during 2008, Centro NP has
collateralized certain assets to support repayment of this
facility.  The Rating Watch Positive for the senior unsecured
notes also reflects the increased probability of an upgrade based
on Fitch's review of potential recoveries.  In this case, Fitch's
recovery analysis in the event of default will be based on the
assumption of substantive consolidation of Centro NP's operations
with that of its direct parent, Super LLC, rather than their
ultimate parent, CNP.

Despite the rating affirmation and Rating Watch removal of Centro
NP's IDR, there remain continued concerns surrounding the
company's ability to meet debt maturities over the next two years,
as well as the significant leverage at its direct parent company,
Super LLC.  The ratings also reflect weakening of the stand-alone
financial profile of Centro NP since the acquisition by Centro
Properties Group due to the transfer of unencumbered assets to a
partially-owned joint venture, as well as sizeable net losses
related to impairments of real estate and intangible assets.
These factors have weakened Centro NP's coverage ratios,
capitalization adequacy and unencumbered asset coverage.  In
addition, weaknesses in the property fundamentals of the retail
real estate sector are also factored into the ratings.

Based on preliminary Dec. 31, 2008 figures disclosed by CNP,
portfolio occupancy and base rents have begun to weaken.  The
preliminary estimate for year-end 2008 occupancy on the total
portfolio including joint ventures was 87.9%, reflecting a
significant decline from Dec. 31, 2007 (92%).  Further
deterioration is likely, but should be somewhat buffered by Centro
NP's historically defensive portfolio characterized by a high
concentration of needs-based retailers, such as supermarkets, as
well as national discount chains.

As part of CNP's financing of the Centro NP acquisition in 2007,
Super LLC obtained a $2.6 billion bridge loan (the 'Super Bridge
Loan') and the remaining financing sources were obtained by CNP
affiliates.  CNP had intended on repaying this obligation using a
portion of Centro NP's unencumbered assets as collateral.  Towards
that aim, CNP transferred assets to a joint venture, Centro NP
Residual Holding LLC, which is owned by Centro NP (49%) and Super
LLC (51%).

Due to difficulties in the commercial real estate debt markets,
CNP was unable to obtain long-term financing to refinance certain
debt maturities, including Super Bridge Loan, and CNP entered into
its first of several extensions on Dec. 16, 2007.  At the same
time, Centro NP's $350 million revolving facility, which is cross-
defaulted with Super Bridge Loan, was also extended.  CNP and
Centro NP received several successive short term extensions until
a longer term agreement was finalized on Jan. 15, 2009.

These components of the agreement directly relate to Super LLC and
Centro NP:

  -- The Super Bridge Loan ($1.8 billion outstanding as of Sept.
     30, 2008) was converted into term loans and extended through
     Dec. 31, 2010;

-- A new facility of $370 million was provided to Super LLC
   with a maturity of Dec. 31, 2010, at a rate of LIBOR + 375
   basis points.  This facility is collateralized by 48
   properties, which were transferred from Centro NP to
   Residual JV.  Funds drawn from this facility may be used to
   provide funds for the repayment of upcoming Centro NP debt
   maturities and additional working capital to the extent that
   the Residual JV agrees;

  -- The maturity of Centro NP's outstanding revolving facility
     ($306.8 million outstanding as of Sept. 30, 2008) was
     extended through Dec. 31, 2010;

-- The maturity of Residual JV's $105 million liquidity
   facility (Preston Ridge facility) was extended through
   Dec. 31, 2010.

Centro NP's credit profile has been weakening as a result of the
ongoing transfer of unencumbered assets from Centro NP to Residual
JV, as well as pressures on the retail sector.  While Centro NP's
operating cash flow remains sufficient to cover its interest
expense, coverage has been declining in line with the reduction in
the consolidated income-producing portfolio.  Following the most
recent transfer of assets to Residual JV, Centro NP's consolidated
portfolio is comprised of 166 properties ($2.6 billion of
undepreciated book value as of Sept. 30, 2008) down from 262
properties ($3.9 billion) as of Dec. 31, 2007.  As a result,
recurring EBITDA to interest incurred, proforma for the transfer
of assets from Centro NP to Residual JV, declined to 1.7 times for
the nine months ended Sept. 30, 2008 from 2.9x for the year ended
Dec. 31, 2007.  Moreover, it is likely that the remaining
consolidated unencumbered asset pool is comparatively weaker than
those assets transferred to Residual JV, given that these assets
have been transferred as part of debt negotiations with lenders.

Centro NP's leverage and unencumbered asset coverage have also
deteriorated as a result of the continued transfer of unencumbered
assets to Residual JV and significant net losses, which are also
considered in the ratings.  Debt to annualized recurring EBITDA
rose from 5.6x at Dec. 31, 2007 to 9.5x pro forma for the transfer
of assets from Centro NP to Residual JV for the nine months ended
Sept. 30, 2008.

Centro NP is a real estate company focusing on the ownership,
management and development of community and neighborhood shopping
centers with total assets of US$4.2 billion at Dec. 31, 2008.
Centro NP operates a national portfolio of community and
neighborhood shopping centers across the U.S. CNP is a Melbourne-
based company focused on the ownership, management, and
development of retail shopping centers.  Centro has $17.7 billion
of retail property assets as of Dec. 31, 2008, of which
$12.1 billion were located in New York.


CENTURY BANK: Weiss Ratings Assigns "Very Weak" E- Rating
---------------------------------------------------------
Weiss Ratings has assigned its E- rating to Sarasota, Fla.-based
Century Bank, a Federal Savings Bank.  Weiss says that the
institution currently demonstrates what it considers to be
significant weaknesses and has also failed some of the basic tests
Weiss uses to identify fiscal stability.  "Even in a favorable
economic environment," Weiss says, "it is our opinion that
depositors or creditors could incur significant risks."

Century Bank is chartered as a Savings Association, and is
primarily regulated by the Office of Thrift Supervision.  The
institution was established on Jan. 23, 1985, and deposits have
been insured by the Federal Deposit Insurance Corporation since
that date.  Century Bank maintains a Web site at
http://www.centurybankfl.com/and has 11 branches located in
Broward, Manatee and Sarasota counties.

At June 30, 2008, Century Bank disclosed deposits totalling
$687 million in its regulatory filings.


CHARTER COMMUNICATIONS: JPMorgan Sues 2 Units on False Statements
-----------------------------------------------------------------
Bankruptcy Law360 reports that JPMorgan Chase Bank NA has filed an
adversary complaint against two subsidiaries of Charter
Communications Inc. -- Charter Communications Operating LLC and
CCO Holdings.  JPMorgan alleged that the subsidiaries made false
statements in securing $750 million in loans under an existing
credit facility.

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 Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

Charter Communications 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 Dec. 31, 2008,
the Debtors had total assets of $13,881,617,723, and 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)


CHIQUITA BRANDS: Moody's Gives Stable Outlook; Keeps 'B3' Rating
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Chiquita
Brands International, Inc., to stable from negative, based on
improved credit metrics in fiscal 2008 due to better pricing in
both of its major segments and higher volumes in North American
bananas.  The company's ratings, including its B3 corporate family
and probability of default ratings, were affirmed.

Ratings affirmed, and certain LGD percentages adjusted:

Chiquita Brands International, Inc.:

  -- Corporate family rating at B3

  -- Probability of default rating at B3

  -- $250 million 7.5% senior unsecured notes due 2014 at Caa2
     (LGD5, 82%)

  -- $225 million 8.875% senior unsecured notes due 2105 at Caa2
     (LGD5, 82%)

Chiquita Brands, LLC:

-- $150 million senior secured revolving credit agreement at
   Ba3 (LGD2); LGD percentage to 12% from 19%

  -- $200 million senior secured term loan at Ba3 (LGD2); LGD
     percentage to 12% from 19%

The change in outlook reflects continued improvement in leverage
from stronger operating profitability for the past two years.
Reported EBITDA, proforma for impairment charges, rose from
$123 million in fiscal 2007 to $197 million in fiscal 2008.
Chiquita was able to pass on higher prices and achieve modest
volume growth in its North American banana segment, as the company
holds the number one market share in large U.S. supermarkets and
number two position in North America.  Consolidated debt to
EBITDA, proforma for an impairment charge of $375 million in the
salads and healthy snacks segment, fell to 4.9 times.  While the
fourth fiscal quarter was weak in the company's salad and healthy
snacks business, that segment would have broken even for all of
fiscal 2008 on a comparable basis where it not for the investments
made in expanding the distribution of its relatively young Just
Fruit in a Bottle to six European countries.  The multi-year
application of asset sale proceeds to debt reduction also
contributed to the leverage improvement.

"The stable rating outlook anticipates that profitability will
remain fairly steady in the near term since the supply of, and
demand for, Latin American bananas are generally in balance, and
consumer banana demand is unlikely to be materially diminished
despite the economic recession," said Elaine Francolino, Vice
President -- Senior Credit Officer.  Moody's also expects modest
improvement in the salads and healthy snacks segment as Chiquita
continues to eliminate unprofitable food service contracts.
Nonetheless, returns in this segment are likely to remain anemic
in the near term.  In addition, pricing in the important European
banana market is not certain given the expected lower value of the
Euro, and represents another potential near term challenge to
margins.

The affirmation of Chiquita's B3 corporate family and probability
of default ratings is based on Moody's expectation that credit
metrics will remain anemic for a company with Chiquita's
volatility.  Chiquita's strong market shares in all its product
lines give the company the ability to pass along higher prices as
needed, and allow continued access to major retailers.  However,
leverage remains high at 4.9 times, EBITA to interest low at 1.4
times and free cash flow generation marginal, all proforma for
2008's impairment charge.

Moody's most recent rating action for Chiquita on February 29,
2008 upgraded the ratings on the company's bank agreements,
assigned ratings to proposed new bank agreements, and affirmed the
company's corporate family rating, probability of default rating
and holding company debt ratings.  The negative rating outlook was
maintained.

Headquartered in Cincinnati, Ohio, Chiquita Brands International,
Inc., is a global producer and marketer of bananas (57% of fiscal
2008 consolidated net sales), salads and healthy snacks (36%), and
other produce (7%).  Revenues for the fiscal year ended December
31, 2008, were approximately $3.6 billion.


CIRCLE C: Files for Chapter 11 Bankruptcy, To Liquidate
-------------------------------------------------------
The Birmingham News reports that Circle C Stores has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court in
Decatur and will liquidate.

The Birmingham News quoted Kevin Heard, the attorney for Circle C
as saying, "This economy is hurting companies with good track
records.  When these folks lost credit, the company just imploded
from within."

Court documents say that Circle C listed $1 million to $10 million
in debts and less than $500,000 in assets.  Csnews.com relates
that Circle C listed creditors of between 50 and 99, the largest
of which include:

     -- GE Commercial for a store and office building totaling
        $800,000 -- $450,000 of which is secured;

     -- Benson for a personal loan of $700,000; and

     -- the Internal Revenue Service for $500,000.

Csnews.com relates that other creditors listed petroleum
marketers, including:

     -- Benson Oil,
     -- Citgo Petroleum,
     -- Conoco, and
     -- Marathon Petroleum.

According to court documents, Circle C was kept alive in recent
years by an $800,000 injection of funds from founder Johnny
Benson.

Circle C will close stores, sell assets, and pay creditors what it
can, Csnews.com states.

Privately held Circle C Stores operates 25 convenience stores in
Huntsville, Alabama.


COLONIAL PROPERTIES: S&P Cuts Corporate Credit Rating to 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit ratings on Colonial Properties Trust and Colonial
Realty L.P. to 'BB+' from 'BBB-'.  S&P also assigned a recovery
rating of '3' to the rated senior unsecured notes, indicating that
lenders can expect meaningful recovery (50% to 70%) in the event
of a payment default.  This recovery rating results in S&P's
lowering its credit rating on the roughly
$1.35 billion of senior unsecured notes to 'BB+' from 'BBB-'.  S&P
lowered its preferred stock rating to 'B+' from 'BB'.  S&P also
removed all of its ratings on the company from CreditWatch, where
it had been placed with negative implications on Feb. 5, 2009.
The outlook is stable.

"The downgrade reflects our expectation that the company's debt-
protection measures will remain low over the next two years as a
result of operating weakness in Colonial's core apartment
holdings, dilutive asset sales, and continuing, although lower,
development spending," said Standard & Poor's credit analyst
Elizabeth Campbell.  Recent financings have bolstered Colonial's
liquidity, and S&P believes the company is now adequately
positioned to meet its 2009 and 2010 debt maturities (both on- and
off-balance-sheet).  However, S&P remains concerned that market
characteristics will continue to present a significant impediment
to the company's efforts to improve its debt-service coverage
measures in the near term.

Birmingham, Alabama-based Colonial is a moderately sized real
estate investment trust with a market capitalization of
$2.4 billion at year-end 2008.  The company owns and manages
35,504 apartment units.  Following a June 2007 portfolio
repositioning (by selling some retail assets outright and
contributing its office and remaining retail properties into joint
ventures), Colonial maintains an interest in 16.5 million square
feet of office space and 8.9 million sq. ft. of retail space.
Colonial retained a 15% interest in the joint ventures (as well as
the leasing and management responsibilities); as a result, its
financial risk profile has become more complex.  Colonial expects
multifamily properties to continue to constitute 75% to 80% of its
net operating income.  Colonial's portfolio is concentrated in the
Sunbelt region; the Charlotte, Atlanta, and Orlando markets
contribute the largest share of NOI (about 15%, 12%, and 7%,
respectively).

The company's multifamily operating portfolio produced essentially
flat same-property NOI during the fourth quarter of 2008, as
occupancy declined 180 basis points (to 94.3%) because of job loss
acceleration in the second half of 2008 in many of Colonial's
southeastern markets.  The company projects a further decline of
3% to 5% same-property NOI in 2009, which may be optimistic if the
economy continues to shed jobs.  S&P believes Colonial's debt-
service and fixed-charge coverage levels will likely remain weak
this year and next year as higher unemployment and competition
from single-family homes weigh on Colonial's NOI and occupancy
rates.  In addition, the company recorded aggregate noncash
impairment charges of $117 million during fourth-quarter 2008
related to certain for-sale residential properties, land held for
future development, and one retail property.

Liquidity is adequate.  Colonial recently raised $350 million
(through a Federal National Mortgage Assn.-backed secured credit
facility), bolstering liquidity sources that also include cash ($9
million at year-end 2008), and has $363 million available on its
$675 million unsecured revolving credit facility (due 2012).
These sources should be sufficient to meet the REIT's needs for
the next two years, which include $320 million of debt maturities
in 2010, recurring capital expenditures of about $25 million
annually, and development funding requirements.  Colonial has
pared its development pursuits, and its current remaining pipeline
(five active projects) had a total budgeted cost of
$207 million as of year-end 2008, with $37 million remaining to be
funded.

The outlook is stable.  There is tolerance at the lower rating
category for Colonial's debt-coverage measures to remain at their
lower level.  The company's recent capital raise, dividend cut,
and paring of development and overhead have bolstered liquidity
and position Colonial to better weather the weak operating
fundamentals it expects for 2009 and 2010.

S&P would lower its ratings further if debt-service coverage
declined below 1.7x, which could happen because of a larger-than-
expected drop in occupancy and net operating income.  S&P's
expectations for debt-coverage measures to remain weak preclude
any positive momentum in the near term, as S&P believes higher
unemployment and competition from single-family homes will weigh
on Colonial's portfolio for the next several quarters.


COMMERCIAL VEHICLE: Liquidity Concerns Cue Moody's Junk Rating
--------------------------------------------------------------
Moody's downgraded Commercial Vehicle Group, Inc.'s ratings
including the corporate family rating which was lowered to Caa2
from B3 and the probability of default rating which was lowered to
Caa3 from B3.  The rating outlook remains negative.  The SGL-4
speculative grade liquidity rating was affirmed.

The downgrades reflect Moody's concerns about CVGI's near-term
liquidity amidst the severe, ongoing deterioration in the
commercial vehicle market.  Furthermore, the actions reflect
Moody's revised expectation for performance which is likely to be
materially below what Moody's previously anticipated.  While the
ratings favorably consider the company's implementation of its
restructuring program, Moody's believes that CVGI may have
operating losses over the near-term which may result in cash
consumption and non-compliance with financial covenants.  Given
these concerns, Moody's believes that the company may have limited
time and limited financial flexibility to execute a meaningful
turnaround within its current capital structure.

The SGL-4 rating indicates Moody's expectations for weak liquidity
over the next twelve months particularly given the likelihood, in
Moody's opinion, that CVGI will continue to rely heavily on its
revolving credit facility.  Moody's expects that access to the
facility may be constrained by non-compliance with financial
covenants despite the recent amendment to the credit agreement.

The negative outlook reflects Moody's concerns regarding the
execution risk associated with the necessary operational
improvements.  The ratings could be lowered if CVGI is unable to
maintain orderly access to its revolver or if there were a
material change in the capital structure.

The ratings actions were:

  -- Corporate Family Rating lowered to Caa2 from B3

  -- Probability of Default Rating lowered to Caa3 from B3

  -- Senior unsecured note rating lowered to Caa3 (LGD 3; 43%)
     from Caa1 (LGD 4; 63%)

  -- Outlook remains negative

  -- Speculative Grade Liquidity Rating (SGL) affirmed at SGL  --
     4

The last rating action was on January 26, 2009 when the ratings of
Commercial Vehicle Group were lowered (including the B3 corporate
family rating).

Commercial Vehicle Group, Inc., is a provider of customized
products for the commercial vehicle market.  The company had
revenues of approximately $763 million for 2008.


CONGOLEUM CORP: Lost $6.4M in Q4, Aims for '09, Early '10 Exit
--------------------------------------------------------------
Congoleum Corporation reported its financial results for the
fourth quarter ended December 31, 2008.  Sales for the three
months ended December 31, 2008 were $31.7 million, compared with
sales of $43.8 million reported in the fourth quarter of 2007, a
decrease of 27.6%.  The net loss for the quarter was $6.4 million,
compared with a net loss of $2.4 million in the fourth quarter of
2007.  Net loss per share was $0.77 in the fourth quarter of 2008
compared with net loss of $0.29 per share in the fourth quarter of
2007.

Sales for the year ended December 31, 2008, were $172.6 million,
compared with sales of $204.3 million in 2007.  The net loss for
the year ended December 31, 2008, was $14.6 million, or $1.77 per
share, versus a net loss of $0.7 million, or $.08 per share, in
2007.  The net loss for 2008 includes an $11.5 million charge
taken during the third quarter of 2008 to increase reserves for
estimated legal and related expenses in connection with the
reorganization proceedings.  The net loss for the year ended
December 31, 2007, included four adjustments that were recorded to
reflect revised estimates of costs and cost recoveries associated
with the Chapter 11 proceedings and related matters.  First,
Congoleum reversed $41.0 million of post-petition interest expense
it had accrued on its 8 5/8% Senior Notes.  Payment of this
interest had been contemplated under earlier plans of
reorganization, but has been eliminated under the terms of plans
filed in 2007 and 2008.  Second, Congoleum wrote off $14.9 million
in formerly anticipated legal fee recoveries.  These recoveries
had likewise been anticipated under earlier plans but not under
the terms of plans filed in 2007 and 2008.  Third, based on the
expected timing and cost to obtain confirmation of its most recent
plan at the time, Congoleum recorded a $26.4 million charge to
increase its reserves for estimated legal and related expenses.
Finally, the tax impact of these adjustments gave rise to a net
deferred tax liability of $1.7 million, which was recorded as tax
expense.  Excluding these charges and credits, Congoleum's net
income in 2007 would have been $1.4 million, which included a $1.3
million gain on replacement of a production line.

Roger S. Marcus, Chairman of the Board, commented, "Before
addressing our 2008 results and the status of our reorganization,
let me begin with the economy and how it has affected our
business.  Nearly all of our products are purchased for use in
three end markets.  The first is the new residential construction
market which has been depressed for some time now.  The second
market is manufactured housing, which includes recreational
vehicles and motor homes.  This market seemed to be holding up
relatively well in the early part of 2008, but began deteriorating
rapidly later in the year due to the combined impact of the
economy and high gas prices, with production coming to a virtual
standstill by December.  Forecasts for 2009 predict this market
may be down as much as 50% from 2008.  Our third market is
residential retail, which serves consumer remodel and replacement
demand.  While this market has been relatively better than the
other two, it is also economically sensitive and was down well
into double digits in 2008 from 2007.

"The current economic downturn and its impact on our industry are
unprecedented in recent decades, and our operating results for
2008 suffered accordingly.  Although our sales decrease was
significant, it was consistent with conditions in our end markets
and we believe we maintained our share of these markets during the
year.  Excluding the charge for asbestos reorganization costs, we
lost $4.8 million.  We incurred some one-time costs in 2008 that
contributed to the loss.  First, we invested over $2 million in
display systems during the fourth quarter of 2008 to expand our
position in major home centers, although little sales benefit was
anticipated before 2009.  Second, we spent over $1 million on
samples, displays, and merchandising in connection with the
introduction of several new products in late fall 2008, likewise
for the primary benefit of 2009.  Finally, we reduced costs
aggressively during the year, including shrinking our workforce by
19%.  Severance charges related to these layoffs affected 2008
results by $1.3 million.  Without these steps and the charge
related to the reorganization proceedings, our results for 2008
would have been close to breaking even.  Our overall performance
was an extraordinary feat in light of the economy and resulting
sales decrease.  It speaks volumes about the dedication and
resourcefulness of our employees."

Mr. Marcus continued, "Despite these challenging market
conditions, we have continued to make selective investments where
we think we can mitigate the current demand weakness and improve
our position as the economy recovers.  During the fourth quarter
of 2008, as mentioned, we increased our presence significantly in
the major home center channel and launched three new product
lines.  While we anticipate 2009 will be another very difficult
year, we believe our products offer excellent value to consumers
willing to spend in this environment."

Mr. Marcus concluded, "As we reported earlier this month, the
Bankruptcy Court found some legal deficiencies in our latest
reorganization plan, and we are seeking to resolve those through
the appellate process as the Bankruptcy Judge suggested.  I'm
encouraged that this will give all parties the guidance necessary
to reach agreement on a confirmable plan, which we hope will
enable us to emerge in late 2009 or early 2010."

                         About Congoleum

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No. 03-
51524) as a means to resolve claims asserted against it related to
the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drysdale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and James R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.

Congoleum, together with its bondholders, filed a revised plan of
reorganization on Nov. 20, 2008.


CORUS BANK: Weiss Ratings Assigns "Very Weak" E- Rating
-------------------------------------------------------
Weiss Ratings has assigned its E- rating to Chicago, Illinois-
based Corus Bank, National Association.  Weiss says that the
institution currently demonstrates what it considers to be
significant weaknesses and has also failed some of the basic tests
Weiss uses to identify fiscal stability.  "Even in a favorable
economic environment," Weiss says, "it is our opinion that
depositors or creditors could incur significant risks."

Corus Bank is chartered as a National Bank, primarily regulated by
the Office of the Comptroller of the Currency.  The institution
was established on Dec. 31, 1913; deposits have been insured by
the Federal Deposit Insurance Corporation since January 11, 1934.
Corus maintains a Web site at http://www.corusbank.com/and has 14
offices all located in Illinois.

At Dec. 31, 2008, Corus Bank disclosed $8.3 billion in assets and
$7.7 billion in liabilities in its regulatory filings.


DELPHI CORP: Court Moves Exclusive Plan Filing Deadline to May 31
-----------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York grants Delphi Corp. and its
affiliates, together with the Official Committee of Unsecured
Creditors and the Official Committee of Equity Security Holders,
the exclusive right file a plan of reorganization in the Debtors'
cases, through and including May 31, 2009.  The Debtors and the
Statutory Committees have until July 31, 2009, to solicit
acceptances of that plan.

The Debtors sought an extension of the Exclusivity Periods in line
with the milestones set forth in their DIP Accommodation Agreement
with JP Morgan Chase Bank, N.A., and certain lenders under the
$4.35 billion DIP Credit Facility, as amended.  The Amended DIP
Accommodation Agreement permits the Debtors' continued use of
certain of the DIP Credit Facility proceeds through June 30, 2009,
subject to certain conditions including (1) the filing of further
modifications to the Confirmed Plan by April 2, 2009, and (2) the
approval the disclosure statement accompanying those plan
modifications by May 2, 2009.

The Debtors told Judge Drain that they expect to use the
intervening time period between now and the end of the
accommodation period on June 30, 2009, to negotiate with their
constituents to facilitate consensual modifications to the plan,
confirmation of the resulting plan, and emergence from Chapter
11.

The Debtors assured the Court that they will marshal all their
resources to continue to deliver high-quality products to its
customers globally and will preserve and continue the strategic
growth of its non-U.S. operations.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Clarifies Transfer of Steering Biz; Hearing Tomorrow
-----------------------------------------------------------------
On behalf of Delphi Corp. and its affiliates, John Wm. Butler,
Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois, told the U.S. Bankruptcy Court for the Southern
District of New York that the sale of Delphi's steering business
to General Motor's business optionee is subject of a separate
motion to be heard at a subsequent hearing.  He said if the Court
approves the Option Exercise Agreement Motion, the Debtors will
file on or before April 3, 2009, a separate motion seeking
approval of the sale of the Steering Business and assumption and
assignment of the contracts related to the Steering Business.

Mr. Butler made the statement in response to objections by various
parties to Delphi's request for approval of the Option Exercise
Agreement with GM, which contemplates the sale of the Debtors'
steering business to GM or its optionee.

Mr. Butler said the Option Exercise Agreement has terms that are
distinct from the Steering Business sale and the assumption and
assignment issues will be dealt later.  He said all parties-in-
interest will have the opportunity to object to motion seeking
approval of the Steering Business sale and that the Option
Exercise Agreement does not eliminate or limit those entities'
rights to raise objections.  The Court should retain its ability
to determine the preclusive effect of its order granting the
Option Exercise Agreement Motion in the event it does not approve
any motion seeking approval of the sale of the Steering Business,
he continued.

Mr. Butler said while the definitive documentation of the Steering
MSPA remains incomplete as of March 23, 2009, the Debtors have
exercised their best efforts to enter into that documentation.  He
argued that the Debtors will provide the definitive documents, if
available, to the objectors and the Court by the March 24, 2009
hearing, or, will provide those definitive documents along with
the separate motion contemplated of the Option Exercise Agreement
at a later date.  He nevertheless clarified that the Option
Exercise Agreement is not a comprehensive agreement for the sale
of the Steering Business and the Debtors are not seeking the
Court's approval of the sale in the Option Exercise Agreement
Motion.

Mr. Butler also asserted that GM is not an insider and that the
Court has approved several agreements between the Debtors and GM
without subjecting those agreements to the heightened scrutiny
urged by the Tranche C DIP Lenders.

As reported by the Troubled Company Reporter, these parties
objected to the Debtors' request:

  * The Official Committee of Unsecured Creditors,
  * JPMorgan Chase Bank, N.A.,
  * Tranche C DIP Lenders,
  * Wilmington Trust Company,
  * Pension Benefit Guaranty Corporation, and
  * Michigan Department of Environmental Quality

The Creditors Committee contends that it cannot agree that the
sale of the Steering Business to GM is reasonable and in the best
interests of the Debtors and their unsecured creditors if it is
not able to review a definitive purchase agreement.  The Committee
said it has not seen an Asset Transfer Term Sheet, expected to
have been filed on March 9, 2009, covering the transfer of certain
other Delphi facilities to GM and which would have been a
fundamental part of the Debtors' Chapter 11 plan modifications.
The Committee is gravely concerned that the sale of the Steering
Business to GM may be just the first of many future allegedly
separate transfers of additional Delphi businesses and facilities
to GM outside the context a Chapter 11 plan, and that the Debtors
may not receive adequate consideration from GM in exchange for
those additional businesses if the transfers are done on a "one-
off" basis.  Robert J. Rosenberg, Esq., at Latham & Watkins LLP,
in New York, said those future transfers to GM may negatively
impact recoveries to unsecured creditors, and may render the
Debtors incapable of proposing a confirmable Chapter 11 plan, he
argues.  The Committee asked the Court to either adjourn the
hearing on the Steering Biz Sale Motion, or reserve its ruling on
the Motion until a subsequent hearing when the sale itself would
be considered.

JPMorgan, the administrative agent under the Debtors' $4.35
billion DIP Credit Facilities, expressed concerns with respect to
a "DIP Paydown."  On behalf of JPMorgan, Brian M. Resnick, Esq.,
at Davis Polk & Wardwell, in New York, said the Option Exercise
Agreement provides a paydown estimated at $150 million to $200
million to JPMorgan for the benefit of the DIP Lenders at closing.
The paydown is a non-refundable amount equal to the reduction in
available receivables, available inventory and fixed asset
component of the Delphi DIP borrowing base.  However, the Debtors
and GM have not yet finalized their discussions on the proper
calculation of the DIP Paydown, and JPMorgan does not know whether
the transaction would adequately compensate the Debtors for the
transferred assets and would leave them with sufficient liquidity
to operate, Mr. Resnick told the Court.  JPMorgan reserves its
right to raise concerns to the extent it is not satisfied of the
proposed DIP Paydown calculation or if it believes the Debtors
will not have sufficient liquidity to continue to operate their
businesses.  It also reserves its rights to join in any objections
filed by the DIP Lenders.  Moreover, in the event the Court
approves the GM Steering MSPA, JPMorgan asked the Court to include
a language in the order stating that neither the approval of the
GM Steering MSPA Motion nor the failure of any party to raise
objection will prejudice that party's right to raise any
objections to the GM Steering MSPA Motion.

A group of 12 Tranche C DIP Lenders, which consists of Anchorage
Capital Master Offshore, Ltd.; Anchorage Crossover Credit
Finance, Ltd.; Double Black Diamond Offshore Ltd.; Black Diamond
Offshore Ltd.; Monarch Master Funding Ltd.; Greywolf Capital
Partners II LP; Greywolf Capital Overseas Master Fund; GCOF SPV
I, GCP II SPV I, Greywolf Structured Products Master Fund, Ltd.;
Greywolf CLO I, Ltd.; and SPCP Group, LLC, questions if it is in
the Debtors' sound business judgment to cede to GM, at this time,
an asset that is clearly strategic to GM's continued viability
outside of a final deal.  The Tranche C DIP Lenders' counsel,
Richard Mancino, Esq., at Wilkie Farr & Gallagher LLP, in New
York, pointed out that the Debtors have not made any discernible
effort to market the Steering Business recently and were unable to
say that a current or potential future supplier would not be able
to place a greater value on the Steering Business than GM.  As
material terms of the transaction remain unresolved, including the
treatment of U.S. salaried employees, the Tranche C DIP Lenders
maintained they cannot make a complete analysis of the proposed
sale at this time.  The Tranche C DIP Lenders argue that the
Debtors will only maximize the value of their assets sought by GM
by marshaling them together in the final negotiations, rather than
allowing GM to cherry-pick the assets it wants, when it wants
them.

Wilmington Trust, as indenture trustee for the senior notes and
debentures aggregating $2 billion issued by Delphi Corporation, is
concerned that if the Debtors continue to supply parts to GM at a
loss or allow GM to acquire the plants at which those parts are
manufactured, GM will have no financial incentive to provide the
Debtors with the funding necessary to finance the Debtors' plan of
reorganization.  Instead, GM will simply continue to fund the
Debtors short-term liquidity needs in order to ensure an
uninterrupted supply of parts and will either resource those same
parts away from the Debtors or will eventually acquire the plants
which produce the parts it needs when the Debtors are eventually
forced to liquidate, Wilmington Trust stresses.  Approving the
Steering Biz Sale Motion would thus undermine the Debtors' ability
to propose, finance, and consummate an amended plan of
reorganization that provides a meaningful recovery to their
creditors, Wilmington Trust says.  Thus, Wilmington Trust asked
the Court to deny the Debtors' sale request in its entirety
outside the context of a confirmed and effective plan of
reorganization.

PBGC said while it supported the Amended Master Restructuring
Agreement, the economic realities of the Debtors' Chapter 11 cases
have changed substantially over the past six months.  Substantial
concerns exist on whether GM will satisfy its commitments under
the Amended MRA to undertake the Debtors' pension liabilities for
hourly workers and whether the Debtors have the ability to satisfy
their obligations to fund the Salaried Retirees Plan, PBGC notes.
More importantly, PBGC noted that the Steering Biz Sale Motion
does not sufficiently describe the Steering Business or a schedule
of assets to be sold.  PBGC is thus concerned about whether the
Debtors will attempt to transfer assets of their foreign
affiliates, free and clear of PBGC's liens which extend to the
assets of those foreign affiliates.  Any sale of the foreign
assets, free and clear of liens, would therefore diminish PBGC's
ability to recover on its claims both for unpaid minimum funding
contributions and for the underfunding of the Plans if the Plans
terminate, Craig A. Wolfe, Esq., at Kelley Drye & Warren LLP, in
New York, related.  PBGC asked the Court to condition approval of
the Option Exercise Agreement on the preservation of its right to
object to the sale of the Steering Business that purport to be
free and clear of PBGC's liens on the assets of the Foreign
Affiliates.

The Environmental Department said GM is and will remain jointly
and severally liable for the contamination at the Saginaw,
Michigan plants that are likely to be the subject of the option
and subsequent sale of the Steering Business.  The Environmental
Department also objects because the sale is taking place outside
of a confirmed plan.  The Environmental Department asserts that
the Debtors' Confirmed Plan of Reorganization was never
consummated, cannot now be implemented and the Debtors are
currently in negotiations to modify the Confirmed Plan.  More
importantly, the Debtors must comply with state and local laws
that are protective of the environment, public health and safety
and therefore must perform and continue to comply with state
regulations, the Environmental Department asserts.

The Michigan Environmental Department asked the Court to condition
that any order approving the Option Exercise Agreement should (i)
include provision that makes it clear that the contemplated
transaction will not relieve GM of its independent liabilities
and obligations with regard to any contamination at the steering
facilities; and (ii) require the Debtors to agree to make
adequate provisions in any modified plan to ensure that any
response activities that are required at any of the steering
facilities is completed.

In his response to the Objections, Mr. Butler said the Debtors
have a long and extensive history of marketing and attempting to
divest the Steering Business on the most favorable terms possible.
He reminded the Court that the Debtors have attempted to close the
sale of the Steering Business to Steering Solutions Corporation,
Platinum Equity, LLC's affiliate, but was unable to do so.  The
Platinum MSPA was mutually terminated in March 2009.  He also
maintained that the Debtors were able to demonstrate that the
terms of the option in the Amended MRA and modified in the Option
Exercise Agreement are more favorable than the Platinum MSPA when
viewed in the context of GM's related agreement to provide an
additional $100 million in liquidity support under Amendment No.5
to the GM-Delphi Agreement.  More importantly, he added, the
Debtors have cited reasons justifying the timing of the Option
Exercise Agreement, including that the closing of the sale will
result to $50 million cash savings for the Debtors.

Subsequently, Mr. Butler said, the Debtors have settled the
objections of Michigan Environmental Department and PBGC by adding
a provision to the proposed order to the Option Exercise Agreement
with GM.  Under the Proposed Order, the Michigan Environmental
Department reserves its rights to assert that the sale of the
Steering Business will not relieve GM of any environmental
liabilities at the properties subject to the Option Exercise
Agreement.  Moreover, PBGC's right to object to any provision in
the Option Exercise Motion will not be prejudiced by the Proposed
Order.

Mr. Butler said the objections filed by the Committee, WTC, the
Tranche C DIP Lenders and JPMorgan have not been resolved.

A summary of the Debtors' response to the Objections is available
for free at:

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

The Debtors ask the Court to:

   (i) overrule the unresolved objections asserted by the
       Committee, WTC, the Tranche C DIP Lenders and JPMorgan;

  (ii) grant the Option Exercise Agreement Motion; and

(iii) approve the proposed order with changes negotiated with
       Michigan Environment Department and PBGC.

The Court adjourned hearing on the Option Exercise Agreement
Motion to April 2, 2009.  The adjournment is line with the U.S.
Department Treasury Department's comment that it is premature to
seek approval of the Option Exercise Agreement, as noted in the
Debtors' public statement dated March 24, 2009.  The Treasury
needs a more thorough review of Delphi's cash flow needs, Mr.
Butler told Bloomberg.  Mr. Butler stated that had the Debtors
proceeded with the scheduled March 24, 2009 hearing, the Treasury
would have objected.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Court OKs Changes to JPMorgan L/C Reimbursement Pact
-----------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized Delphi Corp. and its affiliates to
enter into an amended and restated reimbursement agreement with
respect to certain Letters of Credit with JPMorgan Chase Bank,
N.A., as issuing bank.  The Court approved the Amended
Reimbursement Agreement, which contemplates the modification of
the automatic stay to permit JPMorgan to exercise rights and
remedies in the event of default.

A full-text copy of the Court-approved Amended Reimbursement
Agreement is available for free at:

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

According to the Troubled Company Reporter on March 11, 2009, the
Debtors were entitled to seek the issuance of letters of credit
from the DIP Lenders and the DIP Administrative Agent, JPMorgan,
under their Second Amended and Restated DIP Credit Agreement
before December 12, 2008, or the date the DIP Accommodation
Agreement was made effective.  Upon the effectivity of the DIP
Accommodation Agreement, the Debtors could no longer obtain
additional loans or LOCs under the DIP Facilities.  They were,
however, allowed to replace or continue outstanding LOCs that
existed before December 12, 2008, when they expire for
$125 million, and those LOCs may be secured by first priority
liens on cash collateral for $135 million.  Thus, since the
Accommodation Agreement Effective Date, the Debtors have obtained
or continued LOCs from JPMorgan, as issuing bank, for use in the
ordinary course of their businesses.

The LOCs the Debtors obtained from JPMorgan as of Dec. 12, 2008,
aggregate $13.55 million, according to John Wm. Butler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, Illinois.
Overall, the Debtors have $93 million in outstanding LOCs under
their DIP Credit Facilities, he adds.

The Debtors expect the need to obtain more LOCs for the second
quarter of 2009 and beyond.  The Debtors noted that the LOCs
issued by JPMorgan is subject to a reimbursement agreement, by
which the Debtors have provided cash collateral equal to 105% of
the amount of all unmatured and contingent LOCs issued or
continued as a security for their obligations under the LOCs.
JPMorgan has also sought certain protections that would have been
available to a lender who had issued a LOC under the DIP Credit
Facilities.  In an event of default under the DIP Credit
Facilities, the automatic stay would be modified to permit the
lender to exercise remedies available.  The Debtors' LOC Facility,
however, is now separate from the DIP Credit Facilities and
JPMorgan, as the issuing bank, would not exercise remedies on
behalf of the LOCs.

JPMorgan is the only bank issuing LOCs on the Debtors' behalf,
Mr. Butler clarifies.  Accordingly, to allow the Debtors to
continue to obtain LOCs, the Debtors and JPMorgan entered into an
Amended and Restated Reimbursement Agreement.

The salient terms of the Amended Reimbursement Agreement are:

  (a) Should there be an event of default under the Amended
      Reimbursement Agreement or a Future Reimbursement
      Agreement:

      -- JPMorgan would have the right to immediately exercise
         the applicable default-related remedies available under
         the agreement without having to seek relief from the
         automatic stay, provided that JPMorgan gives the
         Debtors a five-day notice before exercising any rights
         or remedies against the collateral securing the
         Debtors' obligations under the agreement; and

      -- the only argument for the Debtors to oppose the
         exercise of remedies is to dispute that an event of
         default had occurred and is continuing under the
         agreement.

  (b) Upon the occurrence of an Event of Default under the
      Amended Reimbursement Agreement, JPMorgan would be
      permitted to apply cash collateral to the payment of all
      relevant obligations.

  (c) In the event JPMorgan has foreclosed on the cash
      collateral and the aggregate amount of the LOCs issued
      under the Amended Reimbursement Agreement is reduced due
      to the expiration or termination of the LOCs, JPMorgan,
      after applying cash to the payment of drawn LOCs, will
      hold only up to 105% of the aggregate amount of the LOCs
      remaining and excess funds will be returned to the Debtors
      periodically.

  (d) As an added protection, the Debtors and JPMorgan have
      agreed to carve the Amended Reimbursement Agreement out of
      the definition of "Loan Documents" under the DIP Credit
      Facilities, thereby removing the risk of a DIP Facility
      cross-default should there be a Reimbursement Agreement
      Event of Default.

Mr. Butler said the Amended Reimbursement Agreement and any order
approving the Agreement would not affect LOCs issued before the
Accommodation Effective Date because those LOCs were issued under
the DIP Credit Facilities and JPMorgan, as DIP Agent, can enforce
the rights of the issuers of those LOCs.  To the extent the DIP
Agent agrees to permit the LOCs that were in effect before the
Accommodation Effective Date to continue beyond their expiration
dates that were in effect on the Accommodation Effective Date,
then those LOCs would become LOCs under the Amended Reimbursement
Agreement upon their extension.

Mr. Butler also clarified that the Debtors' request will not have
any impact on the seniority or priority of liens granted under the
DIP Accommodation Agreement Order.  The LOCs in favor of JPMorgan,
aggregating $135 million, are granted first priority liens and the
LOC Cash Collateral will not be subject to the DIP Carve Out.

Moreover, he pointed out, to avoid confusion of JPMorgan's role as
DIP Agent and as a LOC Issuing Bank, JPMorgan's LOC cash
collateral will be deposited in an account apart from the other
DIP Credit Facilities cash collateral.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Seeks to Amend Appaloosa Suit; Proposes June Trial
---------------------------------------------------------------
Delphi Corp. and its affiliates ask Judge Robert Drain of the U.S.
Bankruptcy Court for the Southern District of New York for leave
to file an amended complaint against Appaloosa Management LP and
other investors under the parties' Equity Purchase and Commitment
Agreement.  If granted, the amendment will be the first amendment
to the Debtors' Complaint against Appaloosa and the other plan
investors.

Edward A. Friedman, Esq., at Friedman Kaplan Seiler & Adelman
LLP, in New York, relates that the Debtors served to the Appaloosa
Defendants a proposed amended complaint on February 20, 2009, and
sought the Defendants' consent to their filing of the Amended
Complaint.  At a February 25, 2009 meeting, the Appaloosa
Defendants sought an opportunity to review the Debtors' proposed
order before deciding whether to consent to any amendment.  The
Debtors subsequently provided the Appaloosa Defendants the
proposed order.  Upon review, A-D Acquisition Holdings, LLC, and
AMLP informed the Debtors that their proposed order was not
acceptable and instead, proposed to dismiss the Debtors' claims
for "veil piercing, specific performance, disregarding the
liability caps in the Equity and Purchase Agreement, and
equitable subordination and disallowance."  Except for Goldman
Sachs & Co., none of the other Appaloosa Defendants has consented
to the Debtors' filing of the Amended Complaint or proposed
order, according to Mr. Friedman.

By their Amended Complaint, the Debtors seek to delete this
paragraph from the original Complaint:

   In addition, on March 26, 2008, the Debtors were shocked to
   learn from a credible source that certain of their committed
   equity investors had been trying to avoid their obligations
   by seeking to persuade exit financing lenders to withdraw
   their commitments, in an effort to render the Debtors unable
   to satisfy the financing condition under the EPCA.  This
   source advised the Debtors, and the Debtors allege, that the
   direct communications with exit lenders were engaged in by
   certain of the Additional Investors, not by AMLP itself,
   because AMLP was too smart to engage in that conduct
   directly.  Initial Investors remain legally responsible for
   the misconduct of the Additional Investors.  That misconduct
   also includes short-selling of the Debtors' securities -
   which could only have had the purpose of depressing the value
   of the Debtors and making it only more difficult for them to
   obtain the exit financing needed for consummation of the
   Plan - all in violation of the EPCA.

Mr. Friedman contends that allegations concerning what credible
source advised the Debtors about attempted interference with the
Delphi exit financing have largely been substantiated by
discovery.  In his September 18, 2008 deposition, Delphi Chief
Restructuring Officer John Sheehan said he received a telephone
call on March 26, 2008 from an "exit lender" who told him that
the lender had received two phone calls from two "Additional
Investors" asking that lender to withdraw its commitment to the
Delphi exit financing.  Mr. Sheehan also said that the lender
told him that it was "Additional Investors," not Plan Investors,
who made the contact, and that the lender stated that AMLP was
too smart to engage in that conduct directly.  Mr. Sheehan's
account was corroborated by the lender in its Dec. 23, 2008
deposition.  The lender, who agreed to participate in the
Debtors' exit financing in 2008, testified that he received a
telephone call around March 2008 from a person who identified
himself as an "equity investor."  According to the lender, the
equity investor told him that the equity investor was forming a
group to ask the Debtors and JPMorgan Chase Bank, N.A., for
tougher terms than the terms upon which the lender had previously
agreed to participate.  Specifically, the investor asked the
lender not to commit to the specific financing terms that the
Debtors are seeking but to seek a higher interest rate.  The
lender also said that he was concerned that the transaction would
not be consummated because he was aware that there was an
interest expense cap in the EPCA; and that if the exit financing
carried an interest rate that was too high, the deal would not go
through.  The lender stated he then called up Mr. Sheehan and
informed him of the phone call with the equity investor.

Mr. Friedman notes that the lender was unable, however, to
identify the equity investor, either by name or firm.  Moreover,
the lender said that AMLP was not mentioned on the call and that
nothing about the call suggested that AMLP or any Plan Investor
knew about the call.  The lender also mentioned that he did not
recall saying to Mr. Sheehan that "AMLP was too smart to engage
in that conduct directly," although he was unsure that he did not
say that information.  The lender only recalled one phone call
from an equity investor, and did not recall telling Mr. Sheehan
that he had received calls from two Additional Investors.

Thus, while the Debtors had sufficient basis to allege the facts
set at the time the Original Complaint was filed, the Debtors
have not been able to obtain evidence in the discovery process
beyond the information originally provided to Mr. Sheehan.
Accordingly, the Debtors deleted the allegation concerning what
the lender said to Mr. Sheehan, Mr. Friedman explains.
Similarly, while there is evidence of short-selling, the Debtors
do not believe that the evidence obtained from discovery would
warrant findings as to willful misconduct based on interference
with exit financing by AMLP or other Appaloosa Defendants or
based on the short selling of the Debtors' securities.  Thus, the
Debtors removed the short-selling allegation as well, Mr.
Friedman relates.

Nevertheless, the Debtors continue to believe that they have been
deceived and defrauded by AMLP, and that AMLP's intentional
misconduct and willful failure to honor its commitment, as
alleged in the Amended Complaint and as supported by the evidence
from discovery, provide a basis for the Amended Complaint.

The Court will hear the Debtors' request on April 17, 2009.
Objections are due April 10.  Any response to the Original
Complaint will be deemed served in response to the Amended
Complaint.

A full-text copy of the Debtors' Proposed Amended Complaint is
available for free at:

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

                Debtors Propose Scheduling Order,
                 Seek a June 2009 Trial Date

On behalf of the Debtors, Mr. Friedman served the Court a
proposed case management order taking into consideration the
discussion on a March 9, 2009 status conference.  He explains
that the only substantive changes proposed on the CMO are:

  (i) the extension of the ready trial date by 30 days from
      May 8, 2009 to June 8, 2009; and

(ii) the inclusion of a provision directing the parties to meet
      and confer with respect to the schedule for summary
      judgment motions.

A full-text copy of the Debtors' Proposed Scheduling Order is
available for free at:

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

Mr. Friedman relates that the issues discussed at the March 9
status conference were (1) the Appaloosa Defendants' request for
an additional day to depose John Wm. Butler, Esq.; (2) the scope
of the Debtors' obligations, if any, to provide a corporate
representative on certain additional topics listed in AMLP's
deposition notice; and (3) the Appaloosa Defendants' request for
an extension of the schedule for expert discovery and trial.

As previously reported, ADAH, AMLP, Harbinger and Merrill Lynch
asked permission from the Court to depose Mr. Butler for another
day.  The Debtors argued that what ADAH and AMLP were asking was
an exception to the seven-hour limit on depositions and that ADAH
and AMLP wanted Mr. Butler to testify on "wildly overboard"
topics.  ADAH and AMLP also asked the Court to schedule a hearing
to their request to compel production of Mr. Butler as witness.
The Debtors said they intend to ask the Court to schedule an
argument on Mr. Butler's issue at a later date.  To address the
dispute on the Butler re-deposition, the Court directed the
Debtors to:

  (i) produce Mr. Butler for an additional deposition, and

(ii) hold a conference by March 10, 2009 with respect to the
      Appaloosa Defendants' request for one or more additional
      witnesses under Rule 30(b)(6) of the Federal Rules of
      Civil Procedure on topics selected by AMLP.

The Court has also granted the Appaloosa Defendants' request to
extend the ready trial date through May 8, 2009.

By the Court's directive, the Debtors scheduled a conference call
with the Appaloosa Defendants on March 10, 2009, and accepted
clarifications from the Appaloosa Defendants, according to Mr.
Friedman.  The Debtors then proposed March 26, 2009, as the date
for the continuation of Mr. Butler's deposition and March 25 as
the date for Mr. Sheehan's deposition on the remaining Rule
30(b)(6) topics.  AMLP rejected both dates, citing a scheduling
conflict involving its counsel's schedule, but did not propose
any alternatives.  The Debtors told AMLP that Messrs. Butler and
Sheehan also had difficult schedules because of the approaching
deadline of plan modifications.  Still, the Debtors proposed a
March 27 deposition for Mr. Butler and a March 28 deposition for
Mr. Sheehan.  The parties agreed to Mr. Butler's schedule, but
not as to Mr. Sheehan's schedule.  Upon AMLP's request for other
additional deposition dates for Mr. Sheehan, the Debtors proposed
March 29 and April 1, 2009.

Mr. Friedman says the Debtors subsequently provided via e-mail on
March 23, 2009, the Proposed Scheduling Order to the counsel for
the Appaloosa Defendants.  None of the Appaloosa Defendants,
however, consented to the proposed CMO.  Moreover, AMLP said it
is not prepared to agree on any date until the depositions under
Rule 30(b)(6) of the Federal Rules of Civil Procedure are
completed, and suggested that the remaining dates may need to be
extended even further because all fact discovery was not
completed within 10 days after the March 9 status conference.

The Debtors maintain that they acted expeditiously and properly
after the March 9 conference to resolve all outstanding issues.
Accordingly, they ask the Court to approve their Proposed
Scheduling Order.

          ADAH & AMLP Oppose Debtors' Scheduling Order

Representing ADAH and AMLP, J. Christopher Shore, Esq., at White
& Case LLP, in New York, stresses that the Debtors' Proposed
Scheduling Order simply does not work and the Debtors could have
waited for the parties' comments before submitting the proposed
order.  He points out that the initial extension of the expert
report date and the trial ready date were to permit the Appaloosa
Defendants to have four weeks from the completion of fact
discovery to begin the process of expert disclosures.  He notes
that Mr. Sheehan is not scheduled for deposition nor has he
provided testimony for the Debtors.  Given scheduling exigencies
in the Debtors' Chapter 11 cases, it is possible that the
Appaloosa Defendants could have filed reports before the Debtors
even complete their fact discovery, Mr. Shore asserts.  He argues
that there is no basis for allowing the Debtors, which defaulted
on their discovery obligations, to dictate the schedule of a
deposition of a key witness.  Instead, he stresses, the Appaloosa
Defendants should be afforded more than one exact date to take a
deposition.

Accordingly, ADAH and AMLP ask the Court to defer approval of the
Debtors' Proposed Scheduling Order until after the depositions
are completed and the parties have agreed on a workable schedule.
In the alternative, ADAH and AMLP ask the Court to order that all
dates in the scheduling order be keyed off to a date 30 days
after the completion of the last deposition to allow the
Appaloosa Defendants the same period to prepare and submit expert
reports.

             AMLP& ADAH Only Seek to Prolong Trial,
                         Debtors Argue

"Notwithstanding ADAH and AMLP's allegation that they have no
desire to hold up the process, that is precisely what they are
doing by using a scheduling conflict of their own making as an
excuse to try to extend the trial date even further than as
directed by the Court during the March 9 conference call," Mr.
Friedman argues on the Debtors' behalf.  The Debtors remain that
they have accommodated AMLP's requests by offering alternative
deadlines, including April 1, 2009, for Mr. Sheehan's deposition.
The only reason why Mr. Sheehan's deposition has not been
scheduled by now is that AMLP has not confirmed the date it
requested or any of the proposed dates, the Debtors point out.
Mr. Friedman states that ADAH and AMLP's Letter confirms that
they are seeking to postpone the trial date and are unwilling to
agree on a scheduling order until after the completion of a
deposition that they themselves have failed to schedule.  Mr.
Friedman contends that if all dates are extended 30 days after
Mr. Sheehan's deposition, ADAH and AMLP will effectively be given
discretion to further delay the trial simply by further delaying
the scheduling of the deposition.

Moreover, Mr. Friedman clarifies that the Debtors did not deny
discovery of the Appaloosa Defendants on the Debtors' damages as
the categories of damages have been disclosed in June 2008.  The
Appaloosa Defendants had the opportunity to question any number
of the Debtors' witnesses about those damages.  The Appaloosa
Defendants have deposed Mr. Sheehan for more than 14 hours.
Although Mr. Sheehan was designated and prepared to testify in
January 2009 on all allegations in the Complaint, including the
Debtors' claim for damages, the Appaloosa Defendants inexplicably
chose not to question Mr. Sheehan in his Rule 30(b)(6) capacity
at all, Mr. Friedman points out.  The Debtors assert that the
Appaloosa Defendants have not been denied discovery on the
subject damages and thus, their failure to ask Mr. Sheehan about
it should not work to their advantage now.

Accordingly, the Debtors ask the Court to overrule ADAH and
AMLP's objection and approve their scheduling order.

            Harbinger Supports ADAH & AMLP's Position

Harbinger Del-Auto Investment Company, Ltd., and Harbinger
Capital Partners Master Fund I, Ltd., believe that a March 27
redeposition of Mr. Butler itself requires an extension of time
for the submission of initial expert reports beyond April 15,
2009.  Representing Harbinger, Myron Kirschbaum, Esq., at Kaye
Scholer LLP, in New York, relates that the Appaloosa Defendants
anticipate Mr. Butler's remaining testimony under Rule 30(b)(6)
to be relevant to the preparation of one or more of the Appaloosa
Defendants' expert reports.  An April 15 expert report submission
deadline will leave the Appaloosa Defendants with only 12 days to
prepare their expert reports, Mr. Kirschbaum stresses.  He also
contends that the Debtors failed to point out that their initial
proposed dates of Messrs. Sheehan's and Butler's depositions
missed the 10-day timeframe, and so were their subsequent
proposals.  On the Debtors' assertion that Mr. Sheehan could have
been asked about damages during his previous deposition, Mr.
Kirschbaum comments that the fact that the Debtors chose to
designate Mr. Sheehan as that witness does not make that
testimony any less necessary to the development of the Appaloosa
Defendants' expert testimony regarding damages.

Harbinger thus asks the Court to deny approval of the Debtors'
proposed scheduling order.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: To Sell Suspension and Brakes Unit to BeijingWest
--------------------------------------------------------------
Delphi Corporation has made further progress with its portfolio
transformation and has entered into an asset sale and purchase
agreement with BeijingWest Industries Co., Ltd. for the sale of
Delphi's remaining global suspension and brakes business.

As part of the company's transformation plan unveiled on March 31,
2006, Delphi identified its brakes and suspension business as non-
core product lines that no longer fit into the Company's future
strategic framework and could become more profitable and
competitive as stand-alone businesses or as part of another
organization with the working capital to invest in and support
these businesses.  Having concluded asset sales and business
transfers with Bosch, Tenneco and TRW in North America, as well as
asset sales and business transfers with SEVA in South America, the
proposed sale of the suspension and brakes business represents
further substantial progress towards the completion of Delphi's
transformation plan announced three years ago.

Delphi will file a motion with the U.S. Bankruptcy Court for the
Southern District of New York requesting a hearing on April 23,
2009, to approve bidding procedures, and a hearing on May 21,
2009, authorizing and approving the sale of assets.

The final sale of the business is subject to court approval and
other closing conditions.  Delphi anticipates the sale closing
during the fourth quarter of 2009.

Under the sale and purchase agreement, BeijingWest Industries Co.,
Ltd. will acquire machinery and equipment, intellectual property
and certain real property.  Assignment and assumption of certain
customer and supplier contracts will also transfer to BeijingWest
Industries Co., Ltd.  Delphi will carefully manage the transition
of the business, and the sale will be completed in coordination
with Delphi's customers, employees, unions and other stakeholders.
The business is comprised of approximately 3,000 employees,
primarily located in Poland, China, Mexico, France and the United
States.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DENNIS S SPIELBAUER: Court Moves Schedules Deadline to April 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has agreed to extend until April 24, 2009, the time within which
Dennis S. Spielbauer must file its schedules of assets and
liabilities and statement of financial affairs.

The Debtor related that the extension would give it sufficient
time to assemble and complete the necessary schedules.

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


DHP HOLDINGS: May Sell FMI Contractor Business to FMI Products
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
March 23, 2009, the sale of DHP Holdings II Corporation and its
debtor-affiliates' FMI Contractor Business Assets to FMI Products,
LLC, free and clear of all liens and encumbrances.

Debtors are also authorized to assume and assigned contracts to
the buyer.  The Cancilla Cure Claim and any other cure claims will
be paid by the buyer in full on the closing date.

A full-text copy of the Asset Purchase Agreement, dated as of
February 11, 2009, is available at:

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

As reported on February 23, 2009, the Court approved competitive
bidding procedures for the sale of DHP Holdings II Corporation and
its affiliates' assets related to their FMI contractor business.

The FMI Contractor Business consists of the manufacture of vented
and vent free gas fireplace systems, vented and vent free gas log
sets, wood burning fireplace, wood burning fireplaces and stoves,
and other hearth related products and accessories for distribution
to contractors, specialty hearth dealerships, manufactured housing
and other specialty -- marine/RV -- original equipment
manufacturers.

FMI Products, LLC, was the stalking horse bidder for the assets.
FMI Products offered to pay $4,700,000 in cash, subject to certain
adjustments, plus the assumption of certain liabilities.

                        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 ther 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.


DMI INDUSTRIES: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that DMI
Industries, Ltd., has filed for Chapter 11 bankruptcy in the U.S.
Bankruptcy Court for the Southern District of Florida.

Court documents say that DMI Industries listed $10 million to
$50 million in assets, and $10 million to $50 million in
liabilities to more than 200 creditors, which include:

     -- AOC LLC Florida, with $280,426 in trade debt;
     -- Waterway Plastics, with $286,437; and
     -- FW Supply LLC, with $227,998.

Business Journal relates that a list of equity security holders
showed Jean-Luc Maury-Laribiere as a limited partner, holding 30%
of securities, and MAS Investments as general partner, holding 70%
of securities.

Alan Goldberg of Miami-based Crisis Management Inc. is DMI
Industries' restructuring officer, Business Journal states.

Opa-Locka, Florida-based DM Industries, Ltd., makes portable
redwood spas, tubs, and showers spas.  The Company filed for
Chapter 11 bankruptcy protection on March 27, 2009 (Bankr. S.D.
Fla. Case No. 09-15533).  Arthur J. Spector, Esq., at Berger
Singerman, P.A., assists the Company in its restructuring effort.


DREIER LLP: Founder Pleads Not Guilty to $700-Mil. Laundering
-------------------------------------------------------------
Bloomberg reports that Marc Dreier, the New York law firm founder
charged with selling phony promissory notes to hedge funds,
pleaded not guilty to a charge that he laundered $700 million as
part of the alleged scheme.

The money-laundering charge was added to the criminal case against
Dreier on March 17.  Bob Van Voris of Bloomoberg relates that
Mr. Dreier previously pleaded not guilty to conspiracy, securities
fraud and wire fraud.  U.S. prosecutors claim Mr. Dreier sold more
than $700 million in phony notes to at least 13 hedge funds and
three individuals.

Source says that in a hearing in federal court in New York, U.S.
District Judge Jed Rakoff set a June 15 trial date in the case.
Dreier's lawyer, Gerald Shargel, has said he expects his client to
plead guilty before trial.

Assistant U.S. Attorney Jonathan Streeter told Judge Rakoff that
prosecutors want to sell Dreier's luxury East Side Manhattan
apartment as soon as possible, to preserve assets for his victims.
According to the report, Mr. Streeter said the apartment, where
Dreier is confined and watched around the clock by armed guards,
costs as much as $35,000 a month in mortgage interest and
condominium fees.

According to the report, Judge Rakoff said he will decide the
issue, if the parties can't agree, after both sides file briefs on
the issue.

                         About Dreier LLP

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

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

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

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


ENCORE ACQUISITION: Moody's Gives Neg. Outlook; Keeps Ba3 Rating
----------------------------------------------------------------
Moody's Investors Service changed Encore Acquisition Corporation's
rating outlook to negative from developing.  Moody's affirmed the
Ba3 Corporate Family Rating and Probability of Default Rating, and
the B1, LGD5 (79% changed from 81%) ratings on the company's
senior subordinated notes.

"Encore has high leverage for its Ba3 rating, and the negative
outlook reflects the risks that the company will not sustain its
planned debt reduction in 2009," commented Pete Speer, Moody's
Vice-President.  "The $190 million of proceeds from the recent
hedge monetization provides a substantial down payment on debt
reduction, but that leaves Encore with only a small amount of
hedged oil production for the remainder of the year."

In order for the outlook to be stabilized, leverage metrics must
improve from current levels, pro forma for the debt reduction
achieved through the hedge monetization.  The company also needs
to demonstrate its ability to limit capital expenditures to within
cash flows while lowering operating and capital costs to levels
that enable the company to internally fund sequential production
growth after 2009.

The ratings could be downgraded if Encore's debt or leverage
levels increase or if the company does not achieve its production
targets for 2009.  During 2009, Moody's will particularly focus on
debt/average daily production, as this will provide early
indications of the company's capital productivity during 2009 for
its reduced pace of capital expenditures.  Any large acquisitions
without substantial equity funding could result in a ratings
downgrade.  There is no room in the ratings for share repurchases
or other shareholder friendly actions.

Encore's Ba3 CFR is supported by its portfolio of long-lived oil
properties with relatively shallow declines and a seasoned
management team.  Following the hedge monetization, Encore still
has 2009 hedges in place for a large portion of its natural gas
production and for 2009 oil production at Encore Energy Partners.
The company also has meaningful prospective acreage in the Bakken
and Haynesville Shale.

The last rating action was on May 22, 2008, when Encore's outlook
was changed to developing from negative in response to Encore's
announcement that it was exploring strategic alternatives to
increase shareholder value, including, but not limited to, a sale
or a merger of the company.

Encore Acquisition Company is an independent exploration and
production company headquartered in Forth Worth, Texas.  Encore
also owns the general partner interest and approximately 67
percent of the common units of Encore Energy Partners LP, a
publicly traded E&P MLP.


FEDERAL TRUST: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Sanford, Florida-based
Federal Trust Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Federal Trust Bank is chartered as a Savings Association,
primarily regulated by the Office of Thrift Supervision.  The
institution was established on May 3, 1088; deposits have been
insured by the Federal Deposit Insurance Corporation since that
date.  Federal Trust Bank maintains a Web site at
http://www.federaltrust.com/and has eleven offices in Florida.

At June 30, 2008, Federal Trust Bank disclosed deposits totalling
$430 million in its regulatory filings.


FIRST BANK: Weiss Ratings Assigns "Very Weak" E- Rating
-------------------------------------------------------
Weiss Ratings has assigned its E- rating to Calabasas, California-
based First Bank of Beverly Hills.  Weiss says that the
institution currently demonstrates what it considers to be
significant weaknesses and has also failed some of the basic tests
Weiss uses to identify fiscal stability.  "Even in a favorable
economic environment," Weiss says, "it is our opinion that
depositors or creditors could incur significant risks."

First Bank is not a member of the Federal Reserve, and is
primarily regulated by the Federal Deposit Insurance Corporation.
The institution was established on Jan. 1, 1979, and deposits have
been insured by the FDIC since Dec. 23, 1980.  First Bank
maintains a Web site at http://www.fbbh.com/and has one branch in
California.


FIRST DATA: Fitch Downgrades Issuer Default Rating to 'B'
---------------------------------------------------------
Fitch Ratings has downgraded these ratings for First Data Corp.:

  -- Long-term Issuer Default Rating to 'B' from 'B+';

  -- $2 billion senior secured revolving credit facility due 2013
     to 'BB-/RR2' from 'BB/RR2';

  -- $13 billion senior secured term loan B due 2014 to 'BB-/RR2'
     from 'BB/RR2';

  -- $3.75 billion 9.875% senior unsecured notes due 2015 to
     'CCC/RR6' from 'B-/RR6';

  -- $3 billion 10.55% senior unsecured notes with four-year
     mandatory PIK interest due 2015 to 'CCC/RR6' from 'B-/RR6';
     and

  -- $2.5 billion 11.25% senior subordinated notes due 2016 to
     'CC/RR6' from 'CCC+/RR6'.

The Rating Outlook has been revised to Stable from Negative.

The ratings downgrade reflects these considerations:

-- The weak global economic environment is expected to lead to
   a decline in consumer spending in 2009 in the U.S. and many
     developed economies which is expected to negatively impact
     FDC's revenue and profitability to a degree not previously
     anticipated;

  -- Consumer spending in the U.S. during the economic downturn
     has been and is expected to continue to be heavily weighted
     to large discount retailers relative to normal spending
     patterns which negatively impacts FDC's revenue and
     profitability as it receives lower payments per transactions
     from large retailers.  Higher growth in PIN debit card usage
     relative to credit cards (which itself is partly a
     reflection of the shift in spending to large retailers) has
     a further, albeit modest, negative impact on revenue and
     profitability as FDC typically derives slightly lower net
     revenue per PIN debit transaction than credit;

  -- As a result of the economic decline and mix shift issues
     cited above, Fitch expects FDC to report a decline in EBITDA
     on modest revenue growth in 2009;

-- Fitch expects FDC's leverage (total debt to operating
   EBITDA) to increase to 10.0 times (x) in 2009 from 9.2x at
   the end of 2008 as debt increases from PIK interest and the
   previously mentioned expected decline in EBITDA.  Prior
   expectation for a net reduction in debt by 2010 is likely
   delayed until at least 2011.

The Stable Outlook reflects these considerations:

  -- The aforementioned trends are partially mitigated by a
     continued shift in mix of payment type to card-based
     payments which Fitch expects, as a secular growth trend,
     will continue to enable FDC to grow revenue faster than the
     broader economy;

  -- Expectations for positively trending credit protection
     measures beyond 2009 from profitability improvement and
     eventual debt reduction;

  -- FDC remains the largest provider of merchant processing
     services worldwide with healthy total segment EBITDA margins
     near 25% and expectations for a return to positive free cash
     flow, in excess of PIK interest, in 2011;

  -- FDC has achieved roughly $300 million of annualized savings
     as of December 2008, more than originally anticipated.  The
     company expects to recognize an additional $125 million of
     future annual cost savings in 2009 and beyond, further
     enabling profitability improvement.

A trend towards the resumption of normalized growth and EBITDA
margins is important for FDC in 2010 and 2011 as Fitch believes
the company needs to generate sufficient incremental cash flow to
manage future higher cash interest expense.  Specifically, the
company's $3.0 billion of 10.55% PIK notes convert to cash pay
after September 2011 and the company's $12.7 billion senior
secured term loan will need to be refinanced (or paid down through
equity issuance) in September 2014.  Fitch believes the growth
necessary to meet these future cash needs is reasonably achievable
at the current time but susceptible to a prolonged economic
downturn beyond 2009.

Positive rating actions could occur as FDC begins to de-leverage
its balance sheet and generate positive FCF sufficient to effect a
net reduction in debt.  Current PIK interest of over
$300 million per year enables the company to report positive FCF
but has driven increasing debt balances since the 2007 LBO.

Negative rating actions could occur if the economic downturn is
longer than expected or mix shift issues continue to negatively
impact FDC to a degree that Fitch believes would reasonably be
expected to prevent the company from generating enough cash to
meet current or future expected levels of cash interest expense.
Liquidity as of Dec. 31, 2008, was adequate with $406 million in
cash plus $1.7 billion available under a $1.8 billion secured
revolving credit facility which expires September 2013.  FDC's
cash balance at the end of the year was negatively impacted by a
delay in receiving payment on an approximate $246 million
receivable which was subsequently received on Jan. 2, 2009.

Total debt as of Dec. 31, 2008, was approximately $22.6 billion
and consisted primarily of these: i) $18 million outstanding under
a $1.8 billion secured revolving credit facility expiring
September 2013; ii) $12.7 billion outstanding under a secured term
loan B maturing September 2014; iii) $3.75 billion in 9.875%
senior unsecured notes maturing September 2015; iv) $3 billion in
10.55% notes maturing September 2015 with mandatory PIK interest
through September 2011 and cash interest thereafter; and v)
$2.5 billion of 11.25% senior subordinated notes maturing
September 2016.  In addition, a subsidiary of New Omaha Holdings
L.P. (the parent company of FDC) has outstanding $1 billion
original value senior unsecured PIK notes due 2016.  These notes
are not obligations of FDC, and FDC provides no credit support of
these notes which, as a result, are not included in either the
calculation of total indebtedness for FDC or leverage ratios.
Rating strengths include:

-- Stable business model, largely driven by growth in the
   volume of electronic payments which as an increasing mix of
   overall consumer payment methods, represents a mitigating
   factor against the risk of a general economic decline;

  -- Significant portion of FDC's Financial Services revenue
     stream is under long-term contract, is recurring in nature
     and carries high contract renewal rates;

  -- Strong revenue diversification in terms of products and
     customers with the largest customer representing less than
     3.5% of total revenue in 2007.  In 2008, only the Financial
     Services segment had a customer in excess of 10% of segment
     revenue (12% specifically which includes reimbursable
     revenue).  FDC also benefits from increasing geographic
     diversification resulting from its higher growth
     international business;

  -- Significant growth opportunities in international markets
     which are heavily fragmented competitively and generally
     nascent opportunities in terms of the penetration of
     electronic payments;

  -- FDC has leading market share in its primary businesses with
     an inherent advantage in its significant scale and scope of
     operations relative to its nearest competitors.

Rating concerns include:

  -- Limited financial flexibility to manage adverse changes to
     its operating model given leverage (total debt/operating
     EBITDA) of 9.2x and cash interest coverage of 1.4x as of
     December 2008;

  -- The dissolution of Chase Paymentech creates a significant
     competitor in JP Morgan Chase which did not previously exist
     in the merchant acquisition space and could lead to market
     share loss and/or pressure on profitability;

  -- On-going consolidation among financial institutions could
     lead to customer losses or pressure on profitability in the
     card processing business from banks' increased leverage in
     price negotiation;

  -- Continued execution risk from data center and processing
     platform consolidation initiatives which if improperly
     managed could significantly impair profitability;

  -- FDC continues to evaluate selective acquisitions, a portion
     of which could be debt financed.

Fitch does not expect the recently completed dissolution of FDC's
Chase Paymentech joint venture to have a material impact on the
company's EBITDA and cash flow in the intermediate term.  However,
a material decline in the business assumed by FDC following the
dissolution of the joint venture could negatively impact ratings
in the future.  In 2007, Fitch estimates that Chase Paymentech's
standalone EBITDA was approximately $650 million. FDC held a 49%
equity interest in the joint venture.

The Recovery Ratings for FDC reflect Fitch's recovery expectations
under a distressed scenario, as well as Fitch's expectation that
the enterprise value of FDC, and hence recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation scenario.  In deriving a
distressed enterprise value, Fitch applies a 15% discount to FDC's
estimated operating EBITDA (adjusted for equity earnings in
affiliates) of approximately $2.5 billion for the latest 12 months
ended Dec. 31, 2008 which is equivalent to Fitch's estimate of
FDC's total interest expense and maintenance capital spending.

Fitch then applies a 6x distressed EBITDA multiple, which
considers FDC's prior public trading multiple and that a stress
event would likely lead to multiple contraction.  As is standard
with Fitch's recovery analysis, the revolver is fully drawn and
cash balances fully depleted to reflect a stress event.  The 'RR2'
for FDC's secured bank facility reflects Fitch's belief that 71%-
90% recovery is realistic. The 'RR6' for FDC's senior and
subordinated notes reflect Fitch's belief that 0%-10% recovery is
realistic.  The 'CC/RR6' rating for the subordinated notes
reflects the minimal recovery prospects and inherent subordination
in a recovery scenario.


FIRST FINANCIAL: Receives NASDAQ Non-Compliance Letter
------------------------------------------------------
Terre Haute, Indiana-based First Financial Corporation received on
March 26, 2009, a letter from the NASDAQ Listing Qualifications
Department informing it that solely as a result of a single real
estate transaction with one of its "independent" directors, that
director would no longer be considered an "independent" director
as defined by the NASDAQ Marketplace Rules.

Consequently, the composition of First Financial's Board of
Directors no longer complies with the NASDAQ Marketplace Rule
4350, which requires that a majority of the board of directors be
comprised of independent directors as defined in the NASDAQ
Marketplace Rule 4200.  The Board of Directors of First Financial
is now considered to be comprised of five "independent" directors
and five directors that are not considered "independent" under the
NASDAQ Marketplace Rule 4200.

In the letter, NASDAQ requested that First Financial provide a
specific plan and timetable to achieve compliance with the NASDAQ
Marketplace Rules on or before April 10, 2009.  First Financial is
exploring its alternatives and will comply with this request.

First Financial Corporation is the holding company for First
Financial Bank NA in Indiana and Illinois, The Morris Plan Company
of Terre Haute and Forrest Sherer Inc. in Indiana.


FIRST MARINER: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Baltimore, Md.-based
First Mariner Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

First Mariner Bank is not a member of the Federal Reserve, and is
primarily regulated by the Federal Deposit Insurance Corporation.
The institution was established on Jan. 1, 1920, and deposits have
been insured by the FDIC since Nov. 26, 1962.  First Mariner Bank
maintains a Web site at http://www.1stmarinerbank.com/and has 26
branches, 25 in Maryland and one in Pennsylvania

At Dec. 31, 2008, First Mariner Bank disclosed $1.2 billion in
assets and $1.1 billion in liabilities in its regulatory filings.


FLEETWOOD ENTERPRISES: S&P Withdraws 'D' Ratings on Liquidation
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Fleetwood Enterprises Inc.

The withdrawals reflect S&P's opinion that this bankrupt company
will liquidate rather than restructure its operations.

Riverside, California-based Fleetwood filed a voluntary petition
for relief under Chapter 11 of the U.S. Bankruptcy Code on
March 10, 2009.  At that time, this manufactured homebuilder and
recreational vehicle producer announced its intention to close or
seek buyers for several of its business segments.  Fleetwood had
been operating under extremely challenging conditions as weak
consumer confidence and a constrained financing environment
weighed on sales in both of the company's end markets.

                        Ratings Withdrawn

                    Fleetwood Enterprises Inc.

                                       To        From
                                       --        ----
          Corporate credit             NR        D/--/--
          Convertible trust pref'd     NR        D


FLUID ROUTING: Completes Sale to Sun Capital Affiliate
------------------------------------------------------
Fluid Routing Solutions, Inc., has completed the sale of its fuel
systems and hose extrusion operations to an affiliate of Sun
Capital Partners, Inc.  The parent company of FRS filed for
voluntary protection under Chapter 11 of the Bankruptcy Code on
February 6, 2009, in the U.S. Bankruptcy Court for the District of
Delaware due to liquidity constraints primarily caused by a severe
contraction in automotive industry volumes.  To facilitate the
restructuring process and allow for a sale of the ongoing
business, an affiliate of Sun Capital agreed to provide a debtor-
in-possession loan facility to FRS upon the bankruptcy filing.

The DIP financing allowed FRS to continue to pay employees and
vendors, thus providing operational and financial stability as it
proceeded with the sale process of the fuel and hose extrusion
businesses.  An affiliate of Sun Capital served as the stalking
horse bidder for the fuel and hose extrusion assets under Section
363 of the U.S. Bankruptcy Code, won the auction, and the
Bankruptcy Court approved the sale on March 24, 2009.  The fuel
and hose business will retain the FRS name.

"With Sun Capital's DIP financing and acquisition of the fuel and
hose extrusion operations, we were able to successfully emerge
from our reorganization under Chapter 11, while maintaining normal
operations in all of our facilities, save approximately 900 jobs
which would have been otherwise lost, and provide continuity of
supply to our customers," said Mike Laisure, Chief Executive
Officer, Fluid Routing Solutions.  "We are pleased that we can
continue to focus on serving our customers, with a strong balance
sheet and a leaner and more focused organization that will
position FRS to compete more effectively in our fuel systems and
hose product categories."

                     About Fluid Routing

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

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

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


FORD MOTOR: Frets on Operations Due to Rivals' Likely Bankruptcy
----------------------------------------------------------------
Matthew Dolan at The Wall Street Journal reports that the possible
bankruptcy of General Motors Corp. and Chrysler LLC has caused
Ford Motor Co. to fret.

According to WSJ, Ford Motor officials worry that a bankruptcy
filing by either of Chrysler or GM could severely disrupt the
Company's operations.  WSJ states that any of the rival's
bankruptcy filing could damage the networks of suppliers and
dealers, throwing uncertainty into Ford Motor's parts deliveries
and retail operation.

Ford Motor officials, WSJ relates, are concerned that bankruptcy
could let GM or Chrysler restructure more fundamentally and exact
deeper concessions from unions and bondholders, which could leave
a rival in better competitive shape than the Company, unless it
can gain the same concessions.  WSJ says that Ford Motor has
already reached agreements with its union to cut wages and
restructure retiree health care costs.  According to WSJ, Ford
Motor will offer buyouts to 42,000 of its U.S. hourly workers, but
company officials expect a relatively low take rate because
workers worry it may be difficult for them to find other jobs.
WSJ relates that Ford Motor also offered bondholders a deal to
reduce debt.

WSJ quoted Ford Motor CEO Alan Mulally as saying, "The collapse of
one of our competitors would have a severe impact on Ford and our
transformation plan, because the domestic auto industry is highly
interdependent.  It would also have devastating ripple effects
across the entire U.S. economy."

According to WSJ, some Ford Motor officials fear that even without
a bankruptcy filing from its rivals, the uncertainty surrounding
the car makers over the next few months could keep shoppers from
considering a vehicle from a domestic maker.

WSJ states that Ford Motor sales chief Jim Farley has downplayed
the potential impact of a GM or Chrysler bankruptcy on the
Company, saying, "I think it's more important that in the last 60
days, we've gotten more consideration for our new products."  WSJ
relates that Mr. Farley, citing CNW Marketing research, said that
in the first two months of the year, 19% of consumers who had
planned to buy a GM car instead bought a Ford, Lincoln or Mercury,
while some 15% of people who set out to buy a Chrysler or Dodge in
January instead switched to one of Ford's brands.

    Ford Motor Launches Program to Boost Consumers' Confidence

Ford Motor is introducing a program to boost consumers' buying
confidence and begin rebuilding the American economy with the new
Ford Advantage Plan.  The plan gives customers another reason to
"Drive One" with payment protection of up to 12 months on any new
Ford, Lincoln or Mercury vehicle, 0 percent financing on select
vehicles and added local charity support.

"Consumers remain anxious about the economy and their own outlook
for the future.  We at Ford want to do our part to rebuild faith
in the marketplace by offering payment protection on every new
Ford, Lincoln or Mercury vehicle for up to a year if our customers
lose their jobs," said Ken Czubay, vice president of Sales and
Marketing.

"Just as important is additional charity support we will provide
in conjunction with our local dealers, who are mindful of how non-
profit organizations are struggling during this economic
downturn," Mr. Czubay said.  "Ford and our dealers have always
stepped up to take an active lead role in the community, and
that's why we are also including a charity element as part of the
Ford Advantage Plan."

All Ford, Lincoln and Mercury vehicles are covered under the Ford
Advantage Plan.  The program runs from March 31 through June 1.
In addition to providing 12 months of payment protection of up to
$700 per month, customers can take advantage of 0 percent
financing on select Ford, Lincoln and Mercury vehicles through
Ford's financing partner, Ford Motor Credit.

                          About Ford Motor

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

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

                           *     *     *

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

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


FORD MOTOR: Seeks Debt Swap to Avert Bankruptcy or Gov't Bailout
----------------------------------------------------------------
Pierre Paulden and Keith Naughton at Bloomberg News report that
Ford Motor Co. has asked investors to swap debt at a premium to
trading prices to help it avoid bankruptcy or a government
bailout.

According to Bloomberg, Ford Motor is relying on $23.4 billion of
debt arranged in 2006 before credit markets seized up.  Bloomberg
states that Ford Motor offered to pay bondholders $1.3 billion for
a portion of their $8.9 billion in unsecured debt, and asked to
repurchase $500 million of its $7 billion bank loan maturing in
2013 at a range of 38 cents to 47 cents on the dollar.

Bloomberg relates that Ford Motor's finance arm said that it would
double to $1 billion the amount it will spend to repurchase its
term-loan debt.  London-based pricing service Markit shows that
the bank loan rose 18 cents from March 2 to 49 cents of face value
on March 27.  According to Bloomberg, Ford Motor said it currently
expects to purchase $2.2 billion of the principal amount at 47% of
face value.

Citing KDP Investment Advisors Inc. analyst Kip Penniman Jr.,
Bloomberg states that the offer to buy the unsecured debt was
"nearly fully subscribed."

                Mei-Wei Cheng to Leave Chinese Unit

Mei-Wei Cheng will retire as group vice president and Ford China
executive chairperson on Wednesday, Dow Jones Newswires reports,
citing Ford Motor Co.

According to Dow Jones, Ford Motor appointed Robert J. Graziano,
Ford Motor China President and CEO, to assume Mr. Cheng's
responsibilities.

Dow Jones states that Mr. Cheng joined Ford Motor in 1998 and was
chairperson and CEO of Ford Motor China for 10 years before
assuming his current position early in 2008.  According to the
report, Mr. Cheng is responsible for Ford Motor China's business
strategy and in strengthening strategic partnerships and
government relations.  Mr. Cheng, says the report is vice chairman
of Jiangling Motor Co. and vice chairman of Changan Ford
Automobile Corp.

                          About Ford Motor

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

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

                           *     *     *

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

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


FREESCALE SEMICONDUCTOR: S&P Raises Corp. Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Austin, Texas-based Freescale
Semiconductor Inc. to 'B-' from 'SD'.  The rating outlook is
negative.  At the same time, S&P raised its senior unsecured and
subordinated debt ratings to 'CCC' from 'D'.  These rating actions
are in accordance with S&P's criteria for distressed debt exchange
(see "Rating Implications of Exchange Offers and Similar
Restructurings," published Jan. 28, 2009) and follow the company's
closing of its note invitation offer.

In addition, S&P assigned Freescale's new $924 million senior
secured term loan S&P's issue-level rating of 'B-' (at the same
level as the 'B-' corporate credit rating on the company) with a
recovery rating of '4', indicating S&P's expectation of average
(30%-50%) recovery for lenders in the event of a payment default.

Lastly, S&P revised its recovery rating on Freescale's secured
debt to '4' from '3', and affirmed its 'B-' issue-level rating on
this debt.

Demand dynamics in Freescale's key markets are likely to be
difficult over the next six quarters, and S&P expects the company
to generate poor profitability during this time frame, with debt
measures that remain weak for the rating, despite the debt
exchange that reduced debt by about $2 billion.  Liquidity
measures provide key support for the rating during this interval.

"We would consider a downgrade if the company appears to be on a
path that would decrease its cash balances to below $1 billion,
regardless of its cash position at that time, or if the outlook
for the U.S. automotive industry for 2009 or 2010 dims further,"
said Standard & Poor's credit analyst Lucy Patricola.  Increased
restructuring costs or steeper revenue declines could result in
negative cash flows that are higher than S&P's current forecast
and prompt a downgrade.

"An outlook revision to stable is unlikely in the near term
without a meaningful reduction in leverage," she continued.


GENERAL GROWTH: Bankruptcy Filing Not Imminent, Says WSJ
--------------------------------------------------------
A bankruptcy filing isn't imminent for General Growth Properties
Inc., despite its failure to convince bondholders for a debt
extension, Kris Hudson at The Wall Street Journal reports, citing
people familiar with the mater.

According to WSJ, General Growth said on Monday that it concluded
efforts to get holders of $2.25 billion of bonds to grant it a
nine-month reprieve from paying principal and interest on those
bonds, after extending for the third time the deadline on its
"consent solicitation" because not enough bond holders signed up.
WSJ says that General Growth offered the bondholders quarterly
payments of 62.5 cents for every $1,000 of bonds, with interest
accruing, which the bondholders didn't accept.  Citing people
familiar with the matter, the report says that many bondholders
were unwilling to forfeit their ability to demand immediate
payment for nine months.

As reported by the Troubled Company Reporter on March 31, 2009,
General Growth said that 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.

WSJ relates that bondholders haven't forced General Growth into
bankruptcy court.  WSJ states that creditors have been willing to
let deadlines pass, believing that there is little to be gained
and much to be lost through a bankruptcy.  Many bondholders, as
what General Growth told them, hope for a greater recovery outside
of bankruptcy court, WSJ says.

Some creditors, according to a person familiar with the matter,
are angry, but it is possible that they didn't go along with the
consent solicitation mainly due to fear that making such a pledge
would reduce the value of their bonds, WSJ reports.  WSJ states
that some holders purchased the bonds at face value and are hoping
for a recovery, while others bought the bonds at depressed prices
and might want to force a liquidation to receive a quicker payout.

WSJ states that General Growth may still be forced to seek
bankruptcy protection.  General Growth, according to WSJ, was in
negotiations primarily with dozens of banks on more than
$4 billion of past-due debt and debt that could become due because
of other defaults until this month.  Now, General Growth must
negotiate with hundreds of bondholders as well, says the report.

Bankruptcy, according to WSJ, wouldn't bring immediate payment of
General Growth's debts.  WSJ quoted Heidi Sorvino -- a lawyer
leading the bankruptcy practice of law firm Smith, Gambrell &
Russell LLP -- as saying, "It's such a large company that the
bankruptcy would definitely last at least a couple of years."

Citing Ms. Sorvino, WSJ states that the timeframe could be shorter
if General Growth did a prepackaged bankruptcy.

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: Six Directors May be Replaced, Says WSJ
-------------------------------------------------------
Joann S. Lublin at The Wall Street Journal relates that at least
six directors at General Motors Corp. may be replaced.

According to WSJ, the Obama administration said that GM aims to
replace "a majority of the board over the coming months."  WSJ
relates that the board was described as "a collection of failed
CEOs," and was blamed for not prompting GM management to move
faster in restructuring the Company.  WSJ notes that some
governance experts consider GM's board fairly weak as it lacks
individuals with auto-industry expertise and includes several
retirees without recent corporate-management experience.

WSJ relates that GM's board members who may be vulnerable include
lead director George Fisher -- a retired chairperson and CEO of
Eastman Kodak Co. -- and Eckhard Pfeiffer, who was forced out as
Compaq Computer Corp.'s CEO in 1999.

Mr. Fisher, WSJ states, has been supporting former GM CEO Rick
Wagoner as the Company racked up billions of dollars in losses in
recent years.  Citing people familiar with the matter, WSJ says
that Mr. Wagoner relied on Mr. Fisher for advice.  WSJ relates
that Mr. Pfeiffer was also a confidant of Mr. Wagoner.

WSJ states that other members of GM's board include:

     -- E. Neville Isdell, Coca-Cola Co.'s chairperson and former
        CEO, is the newest member and was appointed last year;

     -- Erskine Bowles, chief of staff for former President Bill
        Clinton and now president of the University of North
        Carolina;

     -- John H. Bryan, for instance, retired in 2001 as CEO of
        Sara Lee Corp. and has been on GM's board since 2003; and

     -- Philip A. Laskawy, Ernst & Young's retired chairperson
        and CEO, and who leads GM's audit committee.

GM director Kent Kresa said in a statement that the GM board will
nominate a slate of directors for the next annual meeting in
August.  According to Mr. Kresa, the specific individuals who will
be nominated or choose not to run or leave the board are not yet
known.  Mr. Kresa was appointed as the Company's interim board
chairperson, WSJ says, citing federal officials.  According to
WSJ, Mr. Kresa was CEO of defense contractor Northrop Grumman
Corp. between 1990 and 2003, and previously served on the board of
Chrysler Corp.  A source said that Mr. Kresa was "a safe choice,"
because he was one of the few GM directors who had run a major
industrial company, WSJ states.

Citing a GM spokesperson, WSJ relates that GM's new CEO, Frederick
Henderson, will likely be nominated as a director.

Ralph Ward, an author of books about governance and editor of the
publication Boardroom Insider, said that directors with extensive
GM service are unlikely to survive the boardroom shake-up, because
"the longer you have been, the less likely you will be around,"
WSJ states.

WSJ notes that the government may encourage GM to add directors
with more automotive or industrial expertise.

   GM Euro-Denominated Debt Still Trades at Distressed Levels

Dow Jones Newswires reports that GM's euro-denominated debt
continued to trade at distressed levels on Monday.  According to
the report, GM's euro-denominated bonds due 2013 and 2033 were
quoted at 15% and 25% of face value, respectively.

Dow Jones quoted UniCredit analyst Sven Kreitmair as saying, "GM
bonds were already trading relatively close to where people think
recovery values will be.  When the talk was of a two-thirds debt-
for-equity swap, they traded at around 33% of face value.  But as
each new plan is suggested, the likely recovery rate for
bondholders gets lower."

Citing analysts, Dow Jones relates that trading in GM's euro-
denominated bonds has been very light.  "Very few people trade
these names in Europe because some sort of debt exchange looks
certain to take place, and the bonds have already fallen deep into
distressed territory.  If GM does file for Chapter 11 protection,
the U.S. government becomes the debtor-in-possession, and DIP
funding is the most senior in terms of recovery.  GM's need for
liquidity is still pretty high, so the more the U.S. government
lends them, the more subordinated existing bondholders would
become, in terms of the amount of debt ranking ahead of them," Dow
Jones quoted Calyon auto credit analyst Christophe Boulanger as
saying.

According to WSJ, Mr. Kreitmair stated, "To force a significant
debt reduction, a pre-packaged bankruptcy plan is certainly a
possibility.  The biggest worry if they file for Chapter 11 is the
impact on GM car sales, but if the U.S. government stepped in to
back warranties and support GM's business, it could be a
solution."

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

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

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

                          *     *     *

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

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

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

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


GENERAL MOTORS: Government Funds Won't Affect S&P's 'CC' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
General Motors Corp. (CC/Negative/--) and Chrysler LLC
(CC/Negative/--) are not affected by the Obama Administration's
announcement that the plans these two U.S. automakers submitted do
not establish a credible path to viability.  The companies will
receive near-term financial support while they pursue more
aggressive restructuring plans, which the government expects to
include, among other things, a Chrysler partnership with Fiat SpA
and the departure of GM's chairman and CEO.  GM, Chrysler, and
Ford Motor Co. (CC/Negative/--) are all rated 'CC', reflecting
S&P's view of prospects for distressed exchanges and very
challenging economic conditions.

As S&P noted previously, even with the additional funding the
government will provide in the coming weeks, the risk of
bankruptcy remains high, in S&P's opinion, for the remainder of
2009, and even in 2010.  This is because of highly uncertain
consumer demand and other serious risks, including persistently
weak credit markets and potential auto supplier failures.  S&P
still believes the government's willingness to support these
companies outside of bankruptcy is not open ended.  In fact, the
administration noted that a "structured" bankruptcy -- which S&P
takes to mean a bankruptcy with heavy government involvement--may
be the companies' best chance to successfully reduce their
liabilities.  S&P believes the government will act to avoid a
disorganized bankruptcy process, which, in S&P's view, could lead
to a liquidation of either or both companies caused in part by the
tight credit markets.  Although the government indicated a
structured bankruptcy option ultimately may be necessary, it also
indicated it will provide GM and Chrysler with additional funds
for working capital -- for specified periods of time -- to
formulate new plans for their long-term viability.

GM has been granted 60 days to present a more aggressive
operational restructuring plan.  In S&P's view, the replacement of
the company's chairman and CEO with a current member of senior
management will not lead to a fundamental shift in strategy, nor
will it sidetrack the company's efforts to secure concessions from
bondholders or labor.  GM has said it needs up to
$16.6 billion in additional U.S. government funding to maintain
adequate liquidity; however, the government did not indicate how
much it might be willing to provide.

Chrysler has been granted 30 days to reach a definitive agreement
with Fiat, as well as to take other actions such as reducing "the
vast majority" of its secured debt and obtaining greater
concessions from labor.  The government indicated it will consider
giving Chrysler an additional $6 billion in the event of an
agreement with Fiat and a sufficient viability plan.

Short of any bankruptcy, S&P still expects GM and Chrysler to
reach agreements with lenders to reduce debt at a substantial
discount to par.  S&P would view this outcome for either company
as a distressed exchange under S&P's criteria and, therefore, akin
to a default.

The administration's determination that existing plans are
insufficient and that additional U.S. government funding is needed
-- on top of the $13.4 billion and $4.0 billion already extended
to GM and Chrysler, respectively -- underscores the depressed
state of U.S. and global auto demand.  S&P currently expects U.S.
light-vehicle sales of 9.8 million units in 2009,
down 25% from 2008 and 39% from 2007.

Ford has said it does not need government loans for now, although
it has asked for a standby line of credit in case demand weakens
further.  The company is pursuing a substantial reduction of debt
through offers that S&P also considers to be distressed exchanges
under its criteria.


GENERAL MOTORS: Launches Customer Protection Package
----------------------------------------------------
General Motors has launched "GM Total Confidence," a plan that
protects a customer's paycheck, investment, vehicle and family.

"Our Total Confidence plan is an unprecedented offer that
reinvents the ownership experience in an extremely positive way,"
said Mark LaNeve, vice president, GM North America Vehicle Sales,
Service and Marketing.  "Unlike other programs out there, 'GM
Total Confidence' provides comprehensive coverage for new vehicle
owners -- from protecting their new vehicle investment to
protecting their family's income. GM Total Confidence provides
customers peace of mind in uncertain times." (Note: See
accompanying chart)

The 'GM Total Confidence' plan:

    * Protects Paycheck: 'Payment Protection' provides up to nine
      months of payments on vehicle loans or leases ($500
      max/month) if the customer loses his or her job for
      economic reasons.

    * Protects Investment: Once the customer is halfway through
      his or her finance contract, the customer qualifies for
      'Vehicle Value Protection.'  This helps protect customers
      against uncertainty in the future used car market.  For
      example, on a 60-month contract, the customer become
      eligible after the 30th month.  Much as home prices decline
      in this tough market -- and homeowners may owe more than
      the current resale value of their house - 'Vehicle Value
      Protection' provides peace-of-mind for customers when they
      want to go purchase another GM vehicle.

    * Protects Vehicle: GM's 5 year/100,000 mile transferable
      powertrain limited warranty (whichever comes first) plus
      roadside assistance and courtesy transportation.  GM
      protects the customer's vehicle with the best coverage in
      the business.

    * Protects Family: One Year OnStar 'Safety and Security'
      Package.  With Automatic Crash Response, OnStar's cutting-
      edge technology that protects the customer's family when
      they travel.

"By protecting a customer's payment, investment, vehicle and
family, we are reinventing the customer experience," Mr. LaNeve
stated.  "The 'GM Total Confidence' plan addresses today's most
pressing concerns for new car buyers . . . we asked customers what
they wanted, and simply put, this package is it."

The "GM Total Confidence" plan is available for vehicles purchased
April 1 through April 30, 2009.  More information is available at
http://gmconfidence.com.

                     About General Motors

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

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

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

                          *     *     *

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

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

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

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


GENERAL MOTORS: Rick Wagoner Finally Steps Down as CEO
------------------------------------------------------
Following a meeting with administration officials, Rick Wagoner
said that they requested that he "step aside" as CEO of GM.
". . . and so I have," Mr. Wagoner said.

Mr. Wagoner said Fritz Henderson is an excellent choice to be the
next CEO of GM.  He said that, having worked closely with Mr.
Henderson for many years, he believes Mr. Henderson is the ideal
person to lead the company through the completion of its
restructuring efforts.  "His knowledge of the global industry and
the company are exceptional, and he has the intellect, energy, and
support among GM'ers worldwide to succeed."

Mr. Wagoner further stated, "I also want to extend my sincerest
thanks to everyone who supported GM and me during my time as CEO.
I deeply appreciate the excellent counsel and commitment of the GM
Board and the strong support of our many partners including our
terrific dealers, suppliers, and community leaders. I am grateful
as well to the union leaders with whom I have had the chance to
work closely to implement numerous tough but necessary
restructuring agreements."

Most important of all I want to express my deepest appreciation to
the extraordinary team of GM employees around the world.  You have
been a tremendous source of inspiration and pride to me, and I
will be forever grateful for the courage and commitment you have
shown as we have confronted the unprecedented challenges of the
past few years.  GM is a great company with a storied history.
Ignore the doubters because I know it is also a company with a
great future."

                          Reinvented GM

Mr. Wagoner previously said that if General Motors survives, it
won't resemble the money-losing behemoth that he brought before
Congress in search of aid last year.

GM is shedding the Saturn, Saab and Hummer brands and cutting
47,000 more workers worldwide -- leaving half as many as when Mr.
Wagoner took over in 2000.  Bloomberg said that the United Auto
Workers union is giving up most of the expensive perks laid-off
workers enjoyed to cushion economic downturns and taking on
expensive health-care costs.

According to Mr. Wagoner, the automaker plans to cut structural
costs from about $53 billion now to $40 billion by 2010 and
maintain that level until at least 2014. While governments will
require some modifications, GM's global strategy will continue
because the savings are "important to everyone", Bloomberg added.

"This is really, in substance, about re-inventing General Motors,"
the CEO said in an interview.

Mr. Wagoner, working for $1 a year since taking government money
in December to avoid bankruptcy, according to the report said his
primary focus has been to prove GM's viability to President Barack
Obama's automotive task force so the company can keep $13.4
billion in U.S. aid and win permission to borrow as much as $16.6
billion more.

Shrinking GM "is what they needed to do all along. It was only
going to happen by disaster. This was GM's 'come to Jesus'
moment," said Jim Hall, principal of 2953 Analytics auto-
consulting company in Birmingham, Michigan, and a former GM
engineer.

As a result, "GM will be leaner and more flexible. We're going to
have moved significantly to lean out our cost structure and
address things that have been competitive disadvantages for
years," Mr. Wagoner was quoted saying in the report.

"GM will have to get used to being a smaller giant. The government
rescue will keep the auto industry alive in the U.S. and it will
be a lot more efficient GM. But GM will not be the force it was in
the past," said Mirko Mikelic, senior portfolio manager at Fifth
Third Asset management in Grand Rapids, Michigan.

                     About General Motors

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

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

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

                           *     *     *

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

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

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

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


GENERAL MOTORS: Hike in Orders Tone Down Opel Bankr. Concerns
-------------------------------------------------------------
Unlike its Swedish unit, General Motors Corp's German division,
Opel might be able to avert bankruptcy.  Simone Meier of Bloomberg
reported that according to a report by Frankfurter Allgemeine
Zeitung, citing an unidentified management member, GM's Opel
division won't face possible bankruptcy for several months due to
an increase in orders.

As reported by the Troubled Company Reporter on March 23, German
Chancellor Angela Merkel, according to Reuters, said the German
government won't take a stake in General Motors Corp. subsidiary
Opel.

Reuters, cited Ms. Merkel as saying that a future business plan
for Opel couldn't be formulated properly until GM's future was
clear, Reuters states. According to the report, Economy Minister
Karl-Theodor zu Guttenberg said that he was talking to potential
investors in Opel, but their interest was tied to the quality of a
rescue plan for GM.

Marcus Walker at The Wall Street Journal relates that Ms. Merkel's
conservative Christian Democrats rejected a call by their
coalition partners, the Social Democrats, for the government to
acquire a stake in Opel.

According to WSJ, conservatives rejected a direct government stake
in Opel.  Christian Democrat parliamentary leader Volker Kauder
insisted that the state couldn't bail out all companies, and that
Opel shouldn't get special treatment, WSJ 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.

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.


GIBRALTAR INDUSTRIES: S&P Cuts Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Gibraltar Industries Inc., including its corporate
credit rating to 'B+' from 'BB-'.  The outlook is negative.

"The lower rating reflects our expectation that operating
performance will remain weak in the next several quarters because
of a further deterioration in the residential and automotive end-
markets that Gibraltar serves," said Standard & Poor's credit
analyst Tobias Crabtree.  As a result, S&P is concerned about a
thinning covenant cushion relative to the total leverage covenant
of 4.25x in the company's credit agreement.  Although, at this
time, S&P is not expecting a covenant breach, S&P believes the
cushion could decline below 5% by the third quarter of 2009.  S&P
expects that a waiver or amendment would be the most likely
outcome of a violation, but this could lead to a repricing of the
credit facility, thus weakening interest coverage.

The ratings on Buffalo, New York-based building products
manufacturer and metal processor Gibraltar reflect the company's
mature and cyclical markets, volatile raw material costs,
aggressive growth strategy, and weakening financial profile.
Still, the company maintains a leading position in niche markets
and benefits from a highly variable cost structure.


GOODY'S LLC: Debtors File Schedules of Assets and Liabilities
-------------------------------------------------------------
Goody's LLC and its affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware, their schedules of assets and
liabilities, disclosing:

     Name of Debtor                Assets        Liabilities
     --------------             ------------    ------------
  Goody's, LLC (Lead Case)      $542,231,601    $510,471,005
  New Goody's MS, L.P.          $467,909,136    $492,580,068
  New Goody's Holding TN, LLC         $6,176     $61,650,692
  New Goody's TNDC, L.P.         $66,731,355    $115,171,572
  New Goody's Retail MS, L.P.    $71,585,441    $125,550,745
  New Goody's ARDC, L.P.         $28,035,031     $88,375,094
  New GFCGA, L.P.                $93,128,777    $168,973,677
  New GFCTN, L.P.                $62,201,053    $127,736,746
  New Goody's IN, L.P.           $73,890,077    $131,349,597
  New GFCTX, L.P.               $100,930,649    $175,435,671
  New Goody's Giftco, LLC        $11,634,041     $72,405,744
  New GOFAMCLO LLC               $16,956,528     $67,371,840
  New Trebor of TN, LLC           $1,962,914     $61,650,692
  New SYNDOOG LLC                $31,720,689     $63,612,951

Copies of Goody's, et al.'s SALs are available at:

    http://bankrupt.com/misc/Goody'sLLC.Schedules.pdf
    http://bankrupt.com/misc/NewGoody'sMS.Schedules.pdf
    http://bankrupt.com/misc/NewGoody'sHolding.Schedules.pdf
    http://bankrupt.com/misc/NewGoody'sTNDC.Schedules.pdf
    http://bankrupt.com/misc/NewGoody'sRetailMS.Schedules.pdf
    http://bankrupt.com/misc/NewGoody'sARDC.Schedules.pdf
    http://bankrupt.com/misc/NewGFCGA.Schedules.pdf
    http://bankrupt.com/misc/NewGFCTN.Schedules.pdf
    http://bankrupt.com/misc/NewGoody'sIN.Schedules.pdf
    http://bankrupt.com/misc/NewGFCTX.Schedules.pdf
    http://bankrupt.com/misc/NewGoody'sGiftco.Schedules.pdf
    http://bankrupt.com/misc/NewGOFAMCLO.Schedules.pdf
    http://bankrupt.com/misc/NewTreborofTN.Schedules.pdf
    http://bankrupt.com/misc/NewSYNDOOG.Schedules.pdf

The schedules of assets and liabilities filed by the Debtors are
unaudited and remain subject to further review and verification by
the Debtors.  The Debtors reserve their right to amend their
schedules from time to time as may be necessary or appropriate.

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.

Goody's Family Clothing Inc., as of May 31, 2008, operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  Goody's Family and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.

The company emerged from bankruptcy Oct. 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC.


GOODY'S LLC: May Use Junior Lenders' Cash Collateral Until Aug. 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Goody's LLC, et al., final authority to use cash collateral of all
prepetition junior lenders through and including August 1, 2009,
in accordance with a budget.

As adequate protection for any diminution in value of their
interests caused by the use of cash collateral, the prepetition
secured lenders -- comprising the junior and senior lenders, are
granted first priority security interests and replacement liens in
all of the Debtors' properties and assets.  The adequate
protection Liens will include causes of action under Sec. 549 of
the Bankruptcy Code, but will not include other causes of action
under Chapter 5 of the Bankruptcy Code and will be subject only to
(a) the Carve Out; (b) existing non-avoidable liens senior to the
liens of the Prepetition Agents and Prepetition Secured Lenders as
of the Petition Date; and (c) the quarterly fees payable to the
United States Trustee and Clerk of Court and shall otherwise be
senior to all other liens, claims, or interests in the Collateral.
As additional adequate protection, the prepetition secured lenders
are each granted an allowed superpriority administrative expense
claim in each of the cases and any successor cases, which shall be
junior only to the Carve Out.

As additional adequate protection, the Debtors were also
authorized to provide adequate protection payments to the
prepetition secured lenders.  The prepetition senior secured
lenders are comprised of the prepetition term loan lenders (GB
Merchant Partners, LLC, as agent and the lenders that are parties
thereto) and the prepetition revolver lenders (GE Capital Markets,
Inc.,, as lead arranger and bookrunner, and the lenders that are
party thereto).

As additional adequate protection for the Prepetition Tranche C
Lenders, upon the occurrence of the Repayment Date, the Debtors
are authorized and directed, subject to any limitations in the
Intercreditor Agreement, to provide adequate protection payments
to the Prepetition Tranche Lenders.

A full-text copy of the Court's final cash collateral order is
availabe at:

   http://bankrupt.com/misc/Goody'sFinalCashCollateralOrder.pdf

A full-text copy of the Cash Collateral Budget is available at:

   http://bankrupt.com/misc/Goody'sLLC.CashCollateralBudget.pdf

Headquartered in Wilmington, Delaware, Goody's LLC, successor to
Goody's Family Clothing Inc., operates a chain of clothing stores.
Goody's LLC and 13 of its affiliates filed for Chapter 11
protection on January 13, 2009 (Bankr. D. Del. Lead Case No.
09-10124).  M. Blake Cleary, Esq., at Young, Conaway, Stargatt &
Taylor, LLP; Paul G. Jennings, Esq., Gene L. Humphreys, Esq.,
Edward C. Meade, Esq., and Kristen C. Wright, Esq., at Bass Berry
& Sims PLC represent the Debtors as counsel.  Skadden, Arps, Slate
Meagher & Flom, LLP is the Debtors' special counsel; FTI
Consulting Inc. is the Debtors' financial advisor.

Goody's Family Clothing Inc., as of May 31, 2008, operated 355
stores in several states with approximately 9,868 personnel of
which 170 employees are covered under a collective bargaining
agreement.  Goody's Family and 19 of its affiliates filed for
Chapter 11 protection on June 9, 2008 (Bankr. D. Del. Lead Case
No. 08-11133).  Gregg M. Galardi, Esq., and Marion M. Quirk, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Paul G. Jennings,
Esq., at Bass, Berry & Sims PLC, represented the Debtors.

The company emerged from bankruptcy Oct. 20, 2008, after closing
more than 70 stores.  The reorganized entity was named Goody's
LLC.


GOODY'S LLC: Retains Streambank to Sell Duck Head and Other Brands
------------------------------------------------------------------
Streambank, LLC, has been retained to undertake the marketing and
sales efforts for the intellectual asset portfolio of Goody's
Family Clothing.  In January, Goody's filed for a second time for
Chapter 11 bankruptcy protection, and announced it would liquidate
its 282 remaining stores.

"Goody's Family Clothing offers a unique and valuable trademark
portfolio, including the storied Duck Head brand," said Gabe
Fried, Managing Member and Founder, Streambank.  "These brands,
especially the Goody's name, fill a valuable niche in the apparel
retail landscape and represent an opportunity for newcomers or
existing firms to grow market share and margin quickly.
Opportunities to acquire brands such as Duck Head don't come along
very often, and with a successful history of licensing in place,
the company management has ensured this brand will continue on for
some time."

Goody's traced its roots to 1953, when M.D. Goodfriend and a
partner founded the Athens Outlet Store in Athens, Tennessee,
selling closeout, irregular, and previous-year fashions.  In 1972,
the merchandise focus changed to current-season, first-quality and
nationally-recognized brands offered at value prices.  In
recognition of this new strategic direction, the company became
Goody's Family Clothing. Goody's grew rapidly, expanding from 12
stores and $3 million in annual sales in 1972, to more than 380
stores and over $1 billion in sales in 2006.

The company, now headquartered in Knoxville, had more than 10,000
employees across 21 states in the Southeast, Southwest, Mid-
Atlantic, and Midwest.  Goody's prided itself on a 344,000-square-
foot distribution center, which featured one of the industry's
largest, most sophisticated and cost-efficient handling systems,
capable of processing up to 350,000 units per day.

Goody's target customers were value-conscious families with
household incomes of $30,000 to $70,000. The company offered on-
trend, brand-name fashions with an emphasis on the basics. In
addition to Duck Head, Goody's offered other nationally-recognized
brands and a host of house brands including Ivy Crew for men, OCI
for young men, juniors, and children, Goodclothes and Mountain
Lake for misses, and Baby Crew for infants and toddlers.  These
house brands, which accounted for over $300 million in retail
sales in 2007, are now being offered for sale.

"Goody's intangible asset portfolio represents over a century of
brand building at its finest," said David Peek, Goody's CFO.
"Goody's is one of the most recognized family clothing retailers
in the Southeast, and is uniquely positioned in smaller towns
where budget-minded shoppers seek both quality and fashion. The
acquisition of these brands represents a unique opportunity."
The marketing of Goody's assets recently commenced. An auction
date will be determined in the near future.

                         About Streambank

Streambank LLC -- http://www.streambankllc.com/-- is an
intellectual property consulting firm, specializing in
intellectual asset valuation and disposition. Serving healthy and
distressed businesses, Streambank identifies, preserves and
extracts value for clients through the application of experience,
diligence and creativity.  The firm's experience spans a broad
range of industries including apparel, automotive, consumer
products, food, manufacturing, medical technologies, retail and
textiles.  Through partnerships with brand consultancies,
turnaround management firms, attorneys, and finance professionals,
Streambank provides sound advice on value maximization strategies
and liquidity options.  Streambank is headquartered in Needham,
Massachusetts.


GOTTSCHALKS INC: "Going Concern" Bidder Absent at Auction
---------------------------------------------------------
Reports last week said that Gottschalks Inc. may save itself from
liquidation after Shandong Commercial Group, a Chinese company
with supermarkets and department stores, conveyed its intent to
join the auction for Gottschalks' remaining stores.  Two groups of
liquidators have earlier submitted bids to conduct going-out-of
business sales for Gottschalks stores.

According to a March 31 report by Lauren Coleman-Lochner and
Jonathan Keehner of Bloomberg News, Shandong did not show up at
the auction, leaving two liquidators as the official bids.

A purchase by liquidators would mean the end for the 104-year-old
Fresno, California based chain, Bloomberg said.  But a going
concern sale would enable Gottschalks to avoid the fate of
Mervyn's LLC, Goody's LLC and Circuit City Stores Inc., which
closed down their stores over the past year due to their inability
to find a buyer or form a business plan that would turn around
themselves towards profitability.

Shandong Commercial Group was approved last week to buy
Gottschalks's 58 stores and keep them in operation.  According to
an earlier report by Bloomberg, Shandong made a bid to keep
operating the remaining Gottschalks stores.  Shandong said it
would "contribute adequate operating capital" to Gottschalks.

                      About Gottschalks Inc.

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.


GOTTSCHALKS INC: Completes Auction; Liquidation Hearing Today
-------------------------------------------------------------
Gottschalks Inc. said that, after completing the Court-supervised
auction for its business, the Company, in consultation with the
agent for its senior secured lenders and the unsecured creditors'
committee, has agreed to the proposed liquidation of certain of
the Company's assets by a joint venture comprised of SB Capital
Group, LLC, Tiger Capital Group, LLC, Great American Group, LLC
and Hudson Capital Partners, LLC.  As proposed, the joint venture
would be appointed by the Company to conduct the sale of
merchandise located at the Company's retail stores and
distribution center and to dispose of certain of the Company's
furnishings, trade fixtures and equipment.

The proposed liquidation remains subject to the approval of the
Bankruptcy Court for the District of Delaware, which is scheduled
to consider the proposed liquidation on Wednesday, April 1, 2009.
If approved, the liquidation may begin as early as April 2, 2009,
and is expected to conclude on or before July 15, 2009.

Jim Famalette, Chairman and Chief Executive Officer of
Gottschalks, stated, "Despite all our efforts at earnest
negotiations, we were unable to reach an agreement with our
creditors, lenders and bidders to structure a going concern bid by
the Court-imposed deadline.  Regrettably, liquidation is now the
only path for our Company.  We are deeply disappointed with this
outcome and the impact it will have on our employees, customers,
business partners and the communities we have served for 105-
years."

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.


HAMMOCKS LLC: Court Approves David G. Gray as Bankruptcy Counsel
----------------------------------------------------------------
Hon. George R. Hodges of the U.S. Bankruptcy Court for the Western
District of North Carolina authorized The Hammocks, LLC to employ
David G. Gray, Esq., a partner at Westall, Gray, Connolly & Davis,
P.A., as counsel.

Mr. Gray is expected to:

   a) give legal advice with respect to the Debtor's powers and
      duties in the continued operation of its business and
      management of its property;

   b) prepare the necessary applications, answers, orders,
      reports and other legal papers; and

   c) perform all other legal services which may be necessary
      herein and it is necessary for the debtor/debtor-in-
      possession to employ an attorney for professional
      activities.

The Debtors did not disclose the compensation for Mr. Gray's
services.

To the best of the Debtor's knowledge, Mr. Gray's is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Gray can be reached at:

     Westall, Gray, Connolly & Davis, P.A.
     81 Central Avenue
     Asheville, NC 28801
     Tel: (828) 254-6315
     Fax: (828) 255-0305

                     About The Hammocks, LLC

Asheville, North Carolina-based The Hammocks, LLC filed for
Chapter 11 protection on March 25, 2009, (Bankr. W. D. N.C. Case
No.: 09-10332) The Debtor listed total assets of $16,410,707 and
total debts of $7,914,231.


HAMMOCKS LLC: U.S. Trustee Sets Sec. 341(a) Meeting for April 29
----------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in The Hammocks, LLC's Chapter 11 case on April 29, 2009, at 1:00
p.m., at the Bankruptcy Courtroom, First Floor, 100 Otis Street,
Asheville, North Carolina.

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

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

Asheville, North Carolina-based The Hammocks, LLC, filed for
Chapter 11 protection on March 25, 2009, (Bankr. W. D. N.C. Case
No.: 09-10332) David G. Gray, Esq., represents the Debtor in its
restructuring effort.  The Debtor listed total assets of
$16,410,707 and total debts of $7,914,231.


HRP MYRTLE: Court Refuses to Okay Hard Rock's Sale to FPI MB
------------------------------------------------------------
Bruce Smith at The Associated Press reports that Judge Kevin Carey
of the U.S. Bankruptcy Court for the District of Delaware has
deferred final approval of Hard Rock Park's sale to FPI MB
Entertainment LLC.

According to The AP, Judge Carey ruled that Hard Rock's founders
retain rights to some of the creative touches originally built
into the theme park.

As reported by the Troubled Company Reporter on March 31, 2009,
HRP Creative Services, a corporation set up by HRP Myrtle Beach
Holdings, requested an annual $500,000 licensing fee and royalties
from Hard Rock Park's new owner, FPI MB.  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."

According to Bloomberg's Bill Rochelle, FPI MB Entertainment LLC
said in papers filed March 20 that Steve Goodwin, the rock 'n'
roll-themed Hard Rock Park's principal, was attempting to
"shamefully unravel" the sale.  The buyer says it bought the
intellectual property as part of the $25 million purchase of the
park and its goodwill.

The AP relates that FPI MB said that Judge Carey's ruling won't
stop them from reopening the park on Memorial Day, but some
attractions may get different names.  FPI MB President Steve Baker
said in a statement, "If anything, this provides us more of an
opportunity to totally rebrand many areas in the Park we felt
needed to be more family friendly and better represent everything
we have to offer."

Mr. Goodwin, The AP states, said that it would be impossible for
new owners to reopen this year without using the original creative
touches, which include themed areas and a replica of the Statue of
Liberty holding a Zippo cigarette lighter with a Neil Young quote
on the pedestal: "Keep On Rockin' in the Free World."

Joe Gitto, the attorney for Goodwin, said that an agreement would
have to be worked out between his client and the new owners over
licensing if the park is to reopen, The AP reports.

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.


IDEARC INC: Files for Bankruptcy; to Submit Exit Plan in 30 Days
----------------------------------------------------------------
Idearc Inc. and its domestic subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division.

Idearc has reached an agreement in principle with the agent bank
and a steering group of its secured lenders on certain critical
elements of a plan of reorganization.  The Company's total debt
will be reduced from roughly $9 billion to a pro forma level of
$3 billion of secured bank debt, with a 12% interest rate and a
six-year term.

The Company expects to be able to file a plan of reorganization in
roughly 30 days, and if implemented as proposed, this plan will
enable Idearc to significantly reduce its outstanding debt to a
more suitable level upon emergence from the legal proceedings.

Pursuant to the proposed plan, Idearc does not need nor intend to
obtain debtor-in-possession financing during the reorganization,
as the Company maintains substantial cash balances and continues
to generate positive cash flow, and has reached an agreement on
use of cash collateral.

Idearc expects to operate business as usual throughout its
restructuring process, with no interruption in the solutions and
services it provides to hundreds of thousands of clients around
the nation.

"Today we take an important step forward as we continue to
transform Idearc.  Essentially we have a company with good
potential being held back by a terminally ill balance sheet," said
Scott W. Klein, chief executive officer of Idearc Inc.  "We are
not only open for business and serving our clients as usual, we
are also continuing our focus on transforming Idearc for the
future based on a bold strategy, including all of the new programs
launched earlier this month.

"The reorganization process will enable Idearc to quickly finalize
and implement a debt restructuring plan that will strengthen our
financial condition and position us to compete more effectively in
a challenging and rapidly evolving economic environment," Mr.
Klein said.

"One of our most important priorities is to put in place an
appropriate capital structure to support our strategic business
plans and objectives. A new capital structure that can give all of
our partners the confidence they need in us to be there for them
in the years ahead provides us with the greatest chance for
success."

Under the agreement in principle with the agent bank and steering
committee, mandatory amortization will be $60 million for each of
the first two years following confirmation and $40 million per
year thereafter.  The Company will retain 32.5% of surplus cash
flow, with the balance to be paid as additional amortization on
the bank debt.  At emergence from Chapter 11, the Company will
have a cash balance of $150 million. Other terms of the plan are
still to be negotiated, and it is anticipated that the remainder
of the Company's bank debt and bonds will be converted to equity.
Also, the agent bank and steering committee have agreed with the
Company to continue to fund operations from all but $250 million
of Idearc's more than $600 million cash collateral balance.  The
remaining $250 million of cash collateral will be paid to the
secured lenders as adequate protection, subject to bankruptcy
court approval of the Company's motion to use the cash collateral.

Idearc has also filed a variety of other customary first day
motions with the bankruptcy court to enable it to continue to
conduct business as usual while it completes its reorganization.
These include motions providing for employees to continue to
receive compensation and benefits as usual and to maintain
customer programs and guarantees.  Idearc expects to file a motion
with the bankruptcy court shortly seeking to assume executory
contracts related to its 30-year publishing agreement and 30-year
branding agreement with Verizon Communications, Inc.

Idearc's legal advisor for the restructuring is Fulbright &
Jaworski LLP and its financial advisor is Moelis & Company.  More
information about Idearc's restructuring is available at
http://www.idearc.com/restructuring. Idearc clients can call
(800) 555-4833 for more information.  Information for vendors is
available at (866) 967-0760 or by sending an email to
IdearcInfo@kccllc.com.

Idearc to continue operational plans to transform the company
Idearc is in the process of implementing an innovative new
strategy designed to drive consumer usage of its products and
increase client loyalty.  Among numerous other initiatives,
earlier this month Idearc announced the SuperGuarantee(SM)
program, a national consumer guarantee initiative designed to
increase spending in local economies by lowering the risk
associated with hiring contractors, plumbers, auto body repair
shops and thousands of other eligible service provider category-
based businesses.

"These are challenging times for small and medium businesses"
Klein said. "Since joining Idearc in June 2008, my team and I have
strategically and tenaciously developed new programs and product
enhancements, and created more efficient ways of doing business
that will forever change how we serve our consumers and clients.
"We have a unique opportunity to not only help our clients survive
the current economic environment; we can actually help them grow.
In effect we have declared our own war on the recession and are
proving it with our actions -- not words."

                         About Idearc Inc.

Headquartered in Dallas, Texas, Idearc Inc. (NYSE: IAR) --
http://www.idearc.com/-- provides yellow and white page
directories and related advertising products in the United States
and the District of Columbia.  Products include print yellow
pages, print white pages, Superpages.com, Switchboard.com and
LocalSearch.com, the company's online local search resources, and
Superpages Mobile, its information directory for wireless
subscribers.

The company is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  The company uses the Verizon
brand on its print directories in its incumbent markets, as well
as in its expansion markets.

                           *     *     *

Idearc Inc. reported 2008 net income of $183 million including
impairment charges, a 57.3% decrease compared to the same period
in 2007.  On an adjusted basis, 2008 net income was $353 million,
a 27.1% decrease versus the same period in 2007.  The Company
reported a fourth quarter net loss of $77 million including
impairment charges. On an adjusted basis, fourth quarter net
income was $74 million, a decrease of 32.7% versus the same period
in 2007.

As of December 31, 2008, the company had $1.8 billion in total
assets and $10.3 billion in total liabilities, including $9.9
billion in current liabilities, resulting in a stockholders'
deficit of $8.4 billion.

In February 2009, Moody's Investors Service downgraded Idearc
Inc.'s Corporate Family Rating to Caa2 and its Probability of
Default Rating to Caa3, reflecting concerns that the company may
determine that a complete debt restructuring represents the best
alternative to address its currently challenged capital structure.
Standard & Poor's Ratings Services also lowered its corporate
credit and issue-level ratings on Idearc Inc.; the corporate
credit rating was lowered to 'CCC' from 'B-'.  At the same time,
S&P removed these ratings from CreditWatch, where they were placed
with negative implications Oct. 31, 2008.  The rating outlook is
negative.


IDEARC INC: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Idearc Inc.
        fka Verizon Directories Disposition Corporation
        2200 West Airfield Drive
        DFW Airport, TX 75261
        Tel: (214) 855-3906

Bankruptcy Case No.: 09-31828

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Idearc Information Services LLC Hale               09-31835
Idearc Media LLC Houser                            09-31836
License Application Corporation Hale               09-31838
Second License Application Corporation Jernigan    09-31840
Idearc Media Sales - East Co. Jernigan             09-31841
Idearc Media Sales - East LLC Houser               09-31842
Idearc Media Services - West Inc. Hale             09-31843
Idearc Media Services - East Inc. Hale             09-31845
Idearc Media Sales - West Inc. Houser              09-31846

Related Information: The Debtors (NYSE: IAR) provides yellow and
                     white page directories and related
                     advertising products in the United States
                     and the District of Columbia.  Products
                     include print yellow pages, print white
                     pages, Superpages.com, Switchboard.com and
                     LocalSearch.com, the company's online local
                     search resources, and Superpages Mobile,
                     their information directory for wireless
                     subscribers.

                     The Debtors are the exclusive official
                     publisher of Verizon print directories in
                     the markets in which Verizon is currently
                     the incumbent local exchange carrier.  The
                     Debtors use the Verizon brand on their print
                     directories in their incumbent markets, as
                     well as in their expansion markets.

                     In February 2009, Moody's Investors Service
                     downgraded Idearc Inc.'s Corporate Family
                     Rating to Caa2 and its Probability of
                     Default Rating to Caa3, reflecting concerns
                     that the company may determine that a
                     complete debt restructuring represents the
                     best alternative to address its currently
                     challenged capital structure.  Standard &
                     Poor's Ratings Services also lowered its
                     corporate credit and issue-level ratings on
                     Idearc Inc.; the corporate credit rating was
                     lowered to 'CCC' from 'B-'.  At the same
                     time, S&P removed these ratings from
                     CreditWatch, where they were placed
                     with negative implications Oct. 31, 2008.
                     The rating outlook is negative.

                     See http://www.idearc.com/

Chapter 11 Petition Date: March 31, 2009

Court: Barbara J. Houser

Judge: Northern District of Texas (Dallas)

Debtor's Counsel: Toby L. Gerber, Esq.
                  tgerber@fulbright.com
                  Fulbright & Jaworski, LLP
                  2200 Ross Avenue, Suite 2800
                  Dallas, TX 75201
                  Tel: (214) 855-7171
                  Fax: (214) 855-8200

Investment Banker: Moelis & Company

Claims Agent: Kurtzman Carson Consultants LLC
              2335 Alaska Avenue
              El Segundo, CA 90245
              Tel: (866) 381-9100

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

Total Assets: $1,815,000,000

Total Debts: $9,515,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
US Bank National Association   8% senior notes   $2,917,133,333
Trustee                        due Nov. 17, 2016
US Corporate Trust Services
2 Liberty Place
50 S. 16th Street, Ste. 2000
Tel: (215) 761-9313

Product Development Corp.      trade debt        $8,221,767
20 Ragsdale Dr., Ste. 100
Monterey, CA 93940
Tel: (831) 8333-1100

WP Network                     trade debt        $7,424,455
PO Box 94564
Seattle, WA 98124-6864
Tel: (206) 975-5185

RR Donnelley & Sons Company    trade debt        $6,893,381
PO Box 13654
Newark, NJ 07188
Tel: (212) 503-1415

Google                         trade debt        $2,720,698
Department 33654
PO Box 39000
San Francisco, CA 94139

Directory Distributing Ass.    trade debt        $2,024,217
Inc.
4363 Woodson Road
St. Louis, MO 63134
Tel: (314) 592-8620

Alternate Postal Direct Inc.   trade debt        $1,195,049
12495 34th St. N. Ste. D
Saint Petersburg, FL 33716-1833
Tel: (727) 556-0009

TAC Staffing Services          trade debt        $1,105,851
PO Box 4785
Boston, MA 02212
Tel: (562) 594-5178

Marchex                         trade debt       $1,091,085
413 Pine St. Suite 500
Seattle, WA 98101
Tel: (206) 331-3303

ZipCodeZ                        trade debt       $1,059,735
1158 26th St. #464
Santa Monica, CA 90403
Tel: (310) 556-4440

Yahoo                           trade debt       $907,428
PO Box 89-4147
Los Angeles, CA 90189-4147
Tel: (818) 524-4799

Premier Delivery Services Inc.  trade debt       $777,852
2006 48th Ave., Ct. E
Fife, WA 98424
Tel: (253) 872-4700

Amdocs                          trade debt       $643,628
1390 Timberlake Manor Parkway
Chesterfield, MO 63017
Tel: (972) 453-3523

Ask Jeeves                      trade debt       $630,469
5858 Horton St. Suite 350
Emeryville, CA 94608
Tel: (510) 985-7630

US Postal Services               trade debt      $588,566
2700 Campus Drive
San Mateo, CA 94497
Tel: (214) 267-3141

Catalyst Paper (USA) Inc.        trade debt      $520,231
5678 Collection Center Drive
Chicago, IL 60693
Tel: (817) 488-9258

Local.com                        trade debt      $500,479
One Technology Drive
Irvine, CA 92618
Tel: (949) 789-5268

Oracle USA Inc.                  trade debt      $469,912

MPI LLC                          trade debt      $355,174

Advertising Network Solutions    trade debt      $337,060

Lycos Total                      trade debt      $324,302

BI/Schoeneckers Inc.             trade debt      $297,549

GenieKnows                       trade debt      $291,969

Leads and Feeds                  trade debt      $258,477

Xeros Corporation                trade debt      $235,835

Schmidt Printing Inc.            trade debt      $198,478

V-Enable                         trade debt      $186,899

Pratt Paper Company              trade debt      $172,476

Hellometro Inc.                  trade debt      $159,750

Avizion Technologies Group       trade debt      $145,171

Traffic Engine                   trade debt      $130,622

CitySearch                       trade debt      $126,449

Maple Leaf Creative              trade debt      $123,060

Microsoft                        trade debt      $118,927

Shiptransportal.com Inc.         trade debt      $106,168

Mastermind Marketing             trade debt      $106,050

TCS America                      trade debt      $94,300

Clear Technologies Inc.          trade debt      $87,050

Ergonomic Group Inc.             trade debt      $80,975

Moore Wallace                    trade debt      $79,791

Augmentation Inc.                trade debt      $70,328

Zurich North America             trade debt      $69,170

Cael                             trade debt      $61,086

Creditwatch Inc.                 trade debt      $60,628

Shopping.com                     trade debt      $60,181

Saleforce.com                    trade debt      $59,029

Shopzilla                        trade debt      $58,711

Petoskey Plastics                trade debt      $56,425

adMarketPlace                    trade debt      $55,571

The petition was signed by Samuel D. Jones, chief financial
officer.


INFOGROUP INC: Macro Agreement Won't Affect S&P's 'BB' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Omaha-based infoGROUP Inc. (BB/Negative/--) are not
affected by the company's announcement that it has entered into an
agreement to sell its wholly owned subsidiary, Macro International
Inc., and that it intends to use all of the proceeds, net of taxes
and other transaction-related items, from the sale to repay debt
balances.  (The cash gross proceeds are expected to be about $155
million.)  While S&P expects the transaction to modestly reduce
infoGROUP's leverage, as measured by adjusted debt to EBITDA, S&P
continues to monitor developments related to the ongoing formal
SEC investigation.  While S&P does not presently expect the
outcome will affect infoGROUP's credit quality, the negative
outlook signals some uncertainty associated with this process.

In addition, since S&P last published its expectations for
infoGROUP's 2009 performance, the economic environment has
worsened.  In December, S&P cited its expectation for the company
to report a mid-single-digit revenue decline in 2009, and
relatively flat EBITDA due to various cost-cutting initiatives
that were instituted in 2008.  S&P now expects 2009 EBITDA, pro
forma for the sale of Macro International, could decline modestly.
The decline in EBITDA partially offsets expected debt reduction
associated with the sale and therefore, S&P expects leverage to
decline only modestly in 2009 to the mid- to high-2.0x area from
about 2.9x at December 2008.

S&P could revise the outlook to stable if the SEC's formal
investigation gets resolved satisfactorily and the company
continues to perform within S&P's expectations in this economic
downturn.


INTER SAVINGS: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Maple Grove, Minn.-
based Inter Savings Bank, FSB, dba Interbank, FSB.  Weiss says
that the institution currently demonstrates what it considers to
be significant weaknesses and has also failed some of the basic
tests Weiss uses to identify fiscal stability.  "Even in a
favorable economic environment," Weiss says, "it is our opinion
that depositors or creditors could incur significant risks."

Inter Savings Bank is chartered as a Savings Association,
primarily regulated by the Office of Thrift Supervision.  The
institution was established on July 26, 1965; deposits have been
insured by the Federal Deposit Insurance Corporation since that
date.  Inter Savings Bank maintains a Web site at
http://www.interbank.com/and has four offices in Dakota, Hennepin
and Ramsey counties.

At June 30, 2008, Inter Savings Bank disclosed deposits totalling
$578 million in its regulatory filings.


IXP INC: Files for Chapter 11 Bankruptcy Protection in Colorado
---------------------------------------------------------------
Denver Business Journal reports that IXP Inc. has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for
the District of Colorado.

The Grand Junction Daily Sentinel relates that IXP vanished
earlier this year, leaving behind a string of creditors in
Colorado, Utah, and Wyoming.

According to Business Journal, the Colorado Department of Revenue
reportedly confiscated IXP property in December 2008 due to unpaid
state payroll taxes.

Business Journal states that IXP is representing itself in its
bankruptcy case.

IXP Inc. is a Grand Junction-area pipeline construction company,
formerly based in Fruita.


JOHNS MANVILLE: High Court Questions Judges' Power to Block Suits
-----------------------------------------------------------------
Bankruptcy Law360 reports that U.S. Supreme Court justices
expressed two key concerns during oral arguments Monday in In re
Common Law Settlement Counsel, Petitioner v. Pearlie Bailey, et
al., on whether asbestos claimants can sue insurer Travelers
Indemnity Co. and affiliates, despite an order prohibiting the
suits in the bankruptcy of policyholder Johns-Manville Corp.

According to the report, the justices questioned whether
bankruptcy judges were allowed to go too far in imposing decisions
on non-debtor parties, and also whether more narrowly construing
those powers could harm bankrupt companies.

As reported by the Troubled Company Reporter, the U.S. Supreme
Court on December 12, 2008, granted a petition by Travelers
Indemnity Casualty and Surety, et al., for writ of certiorari.
Travelers and the Common Law Settlement Counsel are the
petitioners in the Supreme Court appeal.  The respondents are
Chubb Indemnity Insurance Company, the Asbestos Personal Injury
Respondents, Pearlie Bailey, et al., and the Cascino Asbestos
Claimants.  Jagdeep S. Bhandari, et al., and the Future Claimants
Representatives in the Manville case are also parties to the
appeal.

Chubb Indemnity Insurance Company, Pearlie Bailey, et al., and the
Cascino Asbestos Claimants, among others, have filed briefs in the
case.

                     Direct Action Lawsuits

Travelers served as Manville's primary insurer from 1947 through
1976.  Travelers paid nearly $80,000,000 into the bankruptcy
estate -- in addition to $20,000,000 already paid in litigation
expenses on behalf of Manville -- in exchange for a "full and
final release of Manville-related claims."

Travelers' settlement, like those of other Manville insurers, was
predicated upon the bankruptcy court issuing an injunction that
barred suits against Manville's insurers -- including Travelers --
and directed litigation by potential claimants instead against the
Manville Personal Injury Settlement Trust.  The injunction --
embodied in a 1986 order confirming Manville's plan of
reorganization and a separate 1986 Insurance Settlement Order --
channeled to the Manville Trust any and all claims that were based
on, arose out of, or related to Manville's liability insurance
policies.

The linchpin of the reorganization was the contribution of tens of
millions of dollars by the Petitioners and other insurers into a
trust for payment of asbestos claims in exchange for protection
from future claims against the insurers, all of which was intended
to provide the Petitioners with full and final protection from
suits relating to, arising from or in connection with the
Petitioners' insurance relationship with Johns-Manville. The
Manville confirmation order was affirmed in a final judgment
rendered by the U.S. Court of Appeals for the Second Circuit in
1988.

The confirmation order in Manville was subsequently ratified by
the U.S. Congress and used as a model for Section 524(g) of the
Bankruptcy Code.  In the decades following the entry of the final
judgment affirming the Manville plan of reorganization, and in
reliance on the protections enacted by Congress, tens of billions
of dollars have been paid into "524(g) trusts" for the benefit of
hundreds of thousands of asbestos claimants.

The Plan Confirmation Order enjoined "all persons" from commencing
any action against any of the Settling Insurance Companies "for
the purpose of, directly or indirectly, collecting, recovering or
receiving payment of, on or with respect to any Claim . . . or
Other Asbestos Obligation. . . ."

Undeterred by the 1986 orders, various groups of plaintiffs sued
Travelers and other insurers in several states based on statutory
regulation of insurance practices and common law theories.

The statutory claimants assert the rights of individuals who are
dissatisfied with the settlements they received after negotiating
with Travelers acting on behalf of Manville, or who declined to
file personal injury suits against Manville because Travelers
allegedly suppressed information about asbestos hazards and
intentionally propagated an allegedly-fraudulent "state of the
art" defense to frustrate the claimants' rights.  The plaintiffs
allege that Travelers acquired knowledge about the dangers of
asbestos through early asbestosis claims from as far back as the
1950s, "recognized the potential for future escalation of asbestos
litigation and . . . influence[d] Manville's purported failure to
disclose knowledge about asbestos hazards."

The common law claimants assert that Travelers violated alleged
duties to disclose certain asbestos-related information it learned
from Manville during Travelers' long tenure as Manville's primary
insurer.

                       Travelers Settlement

In June 2002, Travelers asked the Bankruptcy Court to enjoin 26
independent actions pending in Louisiana, Massachusetts, Texas,
and West Virginia state courts pursuant to the 1986 orders.  After
holding a series of hearings, the Bankruptcy Court referred the
matter to mediation and appointed the Honorable Mario M. Cuomo,
former Governor of the state of New York, as mediator.

Three classes of plaintiffs settled with Travelers.  The
settlements, which totaled almost $500,000,000, were conditioned
upon the Bankruptcy Court's entry of an order clarifying that the
Direct Action lawsuits are, and have always been, prohibited by
the 1986 orders.

Bankruptcy Court Judge Burton Lifland, who oversees the Johns
Manville cases, in August 2004 approved the Settlement Agreement
and entered a clarifying order specifying that the Direct Action
lawsuits against Travelers were barred by the 1986 orders.

The U.S. District Court for the Southern District of New York
affirmed the Bankruptcy Court's findings of fact and conclusions
of law, calling the Direct Action Claims as "creatively pleaded
attempts to collect indirectly against the Manville insurance
policies."  The District Court concluded that "barring these
claims was a proper exercise of jurisdiction."

                      Second Circuit Appeal

Chubb Indemnity Insurance Company and a group of asbestos personal
injury claimants elevated the matter to the Second Circuit, among
others, arguing that the Bankruptcy Court was without jurisdiction
to enjoin third-party non-debtor suits against Travelers.  The
Appellants argued that the Bankruptcy Court failed to properly
distinguish between (a) claims that seek to recover directly from
Travelers for Travelers' separate acts; and true Direct Action
suits that seek to recover from an insurer contractually obligated
to indemnify Manville for its misconduct.

In February 2008, over two decades after the original orders
became final, a different panel of the Second Circuit held that
the Bankruptcy Court lacked authority in 1986 to enter a
confirmation order that extended beyond the "res" of the debtor's
estate, i.e., insurance policy proceeds.  Circuit Judges Guido
Calabresi, Sonia Sotomayor and Richard C. Wesley, in a 28-page
opinion, vacated the order by the District Court.

Travelers argued that the Bankruptcy Court was merely enforcing
its prior order.

The Second Circuit said the case concerns the outer reaches of a
bankruptcy court's jurisdiction.

"[W]hile there is no doubt that the bankruptcy court had
jurisdiction to clarify its prior orders, that clarification
cannot be used as a predicate to enjoin claims over which it had
no jurisdiction," the Second Circuit said in its decision dated
Feb. 15, 2008.

The Second Circuit held that the lower courts appeared to view the
jurisdictional inquiry as a factual one: if the direct actions
"arose out of" or are "related to" the Manville-Travelers
relationship, then the court had jurisdiction.  The Second
Circuit, however, noted that factual determination was only half
of the equation, and that the nature and extent of Travelers' duty
to the Direct Action plaintiffs is a function of state law.
Neither the District Court nor the Bankruptcy Court looked to the
laws of the states where the claims arose to determine if indeed
Travelers did have an independent legal duty in its dealing with
plaintiffs, notwithstanding the factual background in which the
duty arose, the Second Circuit said.

The Second Circuit remanded the case for the Bankruptcy Court to
examine whether, in light of the appellate court's opinion, it had
jurisdiction to enjoin claims against Travelers.

Travelers asserted that if any portion of the Bankruptcy Court's
clarifying order is vacated then all of the relevant settlements
will terminate.

The Second Circuit clarified that it is not offering any opinion
on the matter and will leave it to the settling parties, with the
aid of the Bankruptcy Court, to determine the status of their
settlements.

The question before the Supreme Court is whether the Court of
Appeals erred in categorically holding that bankruptcy courts do
not have jurisdiction to enter confirmation orders that extend
beyond the "res" of a debtor's estate, despite the High Court's
ruling that "[t]he Framers would have understood that laws 'on the
subject of Bankruptcies' included laws providing, in certain
respects, for more than simple adjudications of rights in the
res," Central Virginia Community College v. Katz, 546 U.S. 356,
370 (2006), and whether the Court of Appeals compounded the error
by:

   (a) failing to apply as written a federal statute
       (11 USC Sections 524(g) and (h)), by limiting the scope of
       relief in a manner that is contrary to the express terms
       and purposes of that statute;

   (b) failing to give effect to the Supremacy Clause and
       holdings of the Supreme Court that federal bankruptcy
       relief cannot be overridden by rights alleged to have been
       created under state law; and

   (c) failing to respect important principles of finality and
       repose, and the express provisions of Section 524(g), by
       failing to approve a federal court's enforcement of a
       confirmation order that was affirmed over two decades ago
       on direct appeal.

Manville was, by most sources, the largest manufacturer of
asbestos-containing products and the largest supplier of raw
asbestos in the United States from the 1920s until the 1970s.
Manville sold raw asbestos to manufacturers of asbestos-based
products in 58 countries and distributed its own asbestos-based
products "across the entire spectrum of industries and employment
categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


JPT AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: J.P.T. Automotive, Inc.
        dba Victory of Five Towns
        696 Burnside Avenue
        Inwood, NY 11696

Bankruptcy Case No.: 09-72097

Type of Business: The Debtor is an automobile dealer.

                  See http://www.fivetowntoyota.com/

Chapter 11 Petition Date: March 30, 2009

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Gary C. Fischoff, Esq.
                  gcf@title11.net
                  Steinberg, Fineo, Berger & Fischoff
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136

The Debtor's financial condition as of February 23, 2009:

Total Assets: $8,236,410

Total Debts: $10,659,530

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Great American Insurance                         $107,303
9449 Balboa Ave Ste 300
San Diego, CA 92123

Portfolio Group                                  $105,372
14651 Dallas Pkwy Ste 502
Dallas, TX 75254

Burnside Avenue Garage                           $44,010
686 Burnside Avenue
Inwood, NY 11696

The New York Post                                $33,537

Wells Fargo Auto Finance                         $28,274

Newsday                                          $27,656

M & T Bank                                       $25,115

E & M Distributing                               $19,502

DAC                                              $16,228

Magna Group                                      $15,713

RPL Media                                        $15,264

Groovecar Inc.                                   $14,432

New York State Insurance Fund                    $13,993

Auto Trader.com LLC                              $13,200

Bank of America                                  $12,376

Titan Outdoor                                    $11,886

Avenue Sound                                     $11,794

T & M Auto Parts Inc.                            $10,023

Toyota Financial Services                        $9,578

Federal Express Corp                             $9,464

The petition was signed by Richard Cirillo, president.


JUNIPER GENERATION: Moody's Cuts Senior Secured Rating to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service downgraded Juniper Generation LLC's
senior secured rating to Ba3 from Ba1.  The rating outlook remains
negative.

The rating action reflects the proposed decision (ALJ PD) by
California Public Utility Commission's Administrative Law Judge
Yip-Kikugawa that could serve as a strong incentive for QFs to
resolve their disputes regarding the implementation of the Market
Index Formula.  Moody's estimates that MIF could be finalized in
2009 in contrast to Moody's earlier view that the timing of MIF
was highly uncertain and could take an extended period of time.

Under the ALJ PD, the utility offtakers would recover the
aggregate difference between the Transition Formula and the MIF
made to qualified facilities since September 20, 2007 and the
aggregate over/under payments would be recovered over a twelve-
month period.  An alternate proposed decision by Commissioner
Peevey would have the MIF apply only on a forward basis.  While it
is still not clear whether the ALJ PD will be approved, the ALJ PD
is expected to serve as an important driver in accelerating the
completion of MIF and signals the CPUC's desire to finalize the
MIF given the extensive delays already experienced to date.

The rating action also incorporates Moody's view that the MIF
could be implemented when the market heat rate in California is
negatively pressured by the severe economic downturn resulting in
Juniper's senior debt service coverage ratios falling below 1.0
times.  That being said, Juniper's senior DSCR is expected to
remain above 1.5 times until MIF is finalized.

The negative outlook reflects the uncertainty on MIF's final form
and date of completion, the ALJ PD, and Juniper's cash flow and
metric metrics.  The negative outlook also considers uncertainties
on Juniper's ability to manage dispatch levels to improve cash
flow once MIF is finalized and Juniper's likely exposure to the
market heat rate under MIF.

Juniper's credit rating could face negative rating pressure if
Juniper's projects incur operating problems, if one of the
projects were to lose its QF status or if Juniper is unable to
extend or renew its expiring working capital or letter of credit
facilities.  Additionally, Juniper's rating could be downgraded if
the ALJ PD or a similar decision is approved or if Juniper's post
MIF cash flows are lower than expected.

Juniper is a holding company for nine fully or partially owned
gas-fired cogeneration projects in California with a net equity
interest of 298 MWs, a related O&M service company, WCAC Operating
Company California LLC and a related fuel supply services company,
WCAC Gas Services, LLC.  All nine projects operate as a Qualifying
Facility as defined under the Public Utility Regulatory Policies
Act of 1978.  The projects sell energy and capacity to Pacific Gas
and Electric (PG&E: A3 Sr Unsec, Stable Outlook) and Southern
California Edison (SCE: A3 Sr Unsec, Stable Outlook).  ArcLight
Energy Partners Fund II, a fund managed by ArcLight Capital
Partners, owns 100% of the equity interests in Juniper.

The last rating action on Juniper occurred on January 27, 2009,
when the Project's senior secured rating was downgraded to Ba1
from Baa3.


KS REALTY: Judge Deasy Sets July 21 as Proofs of Claim Bar Date
----------------------------------------------------------------
Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire set July 21, 2009, as the last day of
creditors in KS Realty, Inc. and Pointe Luck, LLC's Chapter 11
cases to file proofs of claim.

Proofs of claim must be filed with the Office of the Clerk, U.S.
Bankruptcy Court, 1000 Elm Street, Suite 1001, Manchester, New
Hampshire.

Hopkinton, Massachusetts-based KS Realty, Inc. and Pointe Luck,
LLC filed for separate Chapter 11 protection on March 23, 2009,
(Bankr. D. N.H. Lead Case No.: 09-10918)  Jennifer Rood at
Bernstein Shur represents the Debtors in their restructuring
efforts.  The Debtors listed estimated assets of $10 million to
$50 million and estimated debts of $10 million to $50 million.


KS REALTY: U.S. Trustee Sets Section 341(a) Meeting for April 24
---------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in KS Realty, Inc., and Pointe Luck, LLC's Chapter 11 cases on
April 24, 2009, at 10:00 a.m., at 1000 Elm Street, 7th Floor -
Room 702, Manchester, New Hampshire.

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

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

Hopkinton, Massachusetts-based KS Realty, Inc., and Pointe Luck,
LLC, filed for separate Chapter 11 protection on March 23, 2009,
(Bankr. D. N.H. Lead Case No.: 09-10918).  Jennifer Rood, Esq., at
Bernstein Shur represents the Debtors in their restructuring
efforts.  The Debtors listed assets of $10 million to $50 million
and debts of $10 million to $50 million.


KULICKE & SOFFA: S&P Withdraws Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
corporate credit and issue-level ratings on Ft. Washington,
Pennsylvania-based Kulicke & Soffa Industries Inc., including the
'B+' corporate credit rating, at the company's request.

                           Ratings List

                         Kulicke & Soffa

       Ratings Withdrawn         To               From
       -----------------         --               ----
       Corporate credit rating   NR               B+/Stable/--


LEHMAN BROTHERS BANK: Weiss Ratings Assigns "Very Weak" E- Rating
-----------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Wilmington, Delaware-
based Lehman Brothers Bank, FSB.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Lehman Brothers Bank is chartered as a Savings Association,
primarily regulated by the Office of Thrift Supervision.  The
institution was established on January 1, 1921; deposits have been
insured by the Federal Deposit Insurance Corporation since
January 2, 1958.  Lehman Brothers Bank maintains a Web site at
http://www.lehmanbrothersbank.com/and has 2 offices, one in
Wilmington, Del., and one in Jersey City, N.J.

At Dec. 31, 2008, Lehman Brothers Bank disclosed $6.5 billion in
assets and $6.0 billion in liabilities in its regulatory filings.


LENNAR CORP: Posts $155.9 Million Net Loss in First Quarter 2009
----------------------------------------------------------------
Lennar Corporation reported results for its first quarter ended
February 28, 2009.  First quarter net loss in 2009 was
$155.9 million, or $0.98 per diluted share, compared to first
quarter net loss of $88.2 million, or $0.56 per diluted share, in
2008.

Stuart Miller, President and Chief Executive Officer of Lennar
Corporation, said, "The housing market continued its downward
trend throughout our first quarter.  Despite historically low
interest rates and some indicators pointing toward market
stabilization, low consumer confidence, increased unemployment and
growing foreclosure rates negatively impacted new home sales in
most of our markets.  While we are hopeful that the recent actions
taken by the Federal government will help stimulate housing demand
and restore consumer confidence, we continue to adjust our
business to adapt to market conditions."

Mr. Miller stated, "During the first quarter, we continued to
focus on returning to profitability by concentrating on the basics
of our homebuilding operations.  We remained focused on
repositioning our product to meet today's consumer demand for more
affordable product.  We reduced our construction costs by re-
bidding and re-tooling our product and eliminated S, G & A
expenses by restructuring our operations and consolidating
operating divisions in the wake of declining volume levels."

"We remain focused on maintaining strong liquidity as we ended our
first quarter with $1.1 billion in cash, no outstanding borrowings
under our credit facility and a responsible homebuilding debt-to-
total capital ratio, net of homebuilding cash, of 37.4%.  We also
reduced the number of our unconsolidated joint ventures to 95 from
116 at November 30, 2008, and reduced our maximum unconsolidated
joint venture recourse debt to
$474 million from $520 million at November 30, 2008."

Mr. Miller concluded, "As we continue to focus on homebuilding
profitability and on cash generation, we are well positioned to
weather the current challenges and to take advantage of
opportunities as they present themselves."

  Results of Operations for Three Months Ended February 28, 2009

Homebuilding

Revenues from home sales decreased 45% in the first quarter of
2009 to $522.8 million from $953.1 million in 2008.  Revenues were
lower primarily due to a 38% decrease in the number of home
deliveries and a 12% decrease in the average sales price of homes
delivered in 2009.  New home deliveries, excluding unconsolidated
entities, decreased to 2,136 homes in the first quarter of 2009
from 3,437 homes last year.  In the first quarter of 2009, new
home deliveries were lower in each of the Company's homebuilding
segments and Homebuilding Other, compared to 2008.  The average
sales price of homes delivered decreased to $244,000 in the first
quarter of 2009 from $278,000 in the same period last year,
primarily due to reduced pricing. Sales incentives offered to
homebuyers were $50,500 per home delivered in the first quarter of
2009, compared to $48,000 per home delivered in the first quarter
of 2008.

Gross margins on home sales excluding SFAS 144 valuation
adjustments were $75.0 million, or 14.3%, in the first quarter of
2009, compared to $162.9 million, or 17.1%, in 2008.  Gross margin
percentage on home sales, excluding SFAS 144 valuation
adjustments, decreased compared to last year, primarily due to
higher sales incentives offered to homebuyers as a percentage of
revenues from home sales.  Gross margins on home sales were
$34.2 million, or 6.5%, in the first quarter of 2009, which
included $40.8 million of SFAS 144 valuation adjustments, compared
to gross margins on home sales of $136.7 million, or 14.3%, in the
first quarter of 2008, which included $26.2 million of SFAS 144
valuation adjustments.  Gross margins on home sales excluding SFAS
144 valuation adjustments is a non-GAAP financial measure.  This
financial measure is disclosed by certain of the Company's
competitors.  The Company finds it useful and important in
evaluating its performance because it discloses the Company's
gross margins with regard to new homes the Company actually
delivers in the periods presented.  The Company believes that
disclosing this information is helpful to readers of its financial
statements by enabling them to compare the gross margins of new
homes the Company actually delivers during the periods presented
with those of its competitors.

Selling, general and administrative expenses were reduced by $73.8
million, or 42%, in the first quarter of 2009, compared to the
same period last year, primarily due to reduction in associate
headcount, variable selling expenses and fixed costs.  As a
percentage of revenues from home sales, selling, general and
administrative expenses increased to 19.4% in the first quarter of
2009, from 18.4% in the first quarter of 2008, due to lower
revenues.

Losses on land sales totaled $10.5 million in the first quarter of
2009, which included $0.2 million of SFAS 144 valuation
adjustments and $10.2 million of write-offs of deposits and pre-
acquisition costs related to approximately 1,100 homesites under
option that the Company does not intend to purchase.  In the first
quarter of 2008, losses on land sales totaled $26.5 million, which
included $15.5 million of SFAS 144 valuation adjustments and $16.9
million of write-offs of deposits and pre-acquisition costs
related to approximately 2,600 homesites that were under option.

Equity in loss from unconsolidated entities was $2.9 million in
the first quarter of 2009, compared to equity in loss from
unconsolidated entities of $23.0 million in the first quarter of
2008, which included $18.9 million of SFAS 144 valuation
adjustments related to assets of unconsolidated entities in which
the Company has investments.

Other income (expense), net, totaled ($47.8) million in the first
quarter of 2009, which included $37.2 million of APB 18 valuation
adjustments to the Company's investments in unconsolidated
entities, compared to other income (expense), net, of
($21.8) million in the first quarter of 2008, which included $29.6
million of APB 18 valuation adjustments to the Company's
investments in unconsolidated entities.

Minority interest income (expense), net was $1.7 million and
($0.2) million, respectively, in the first quarter of 2009 and
2008.

Sales of land, equity in loss from unconsolidated entities, other
income (expense), net and minority interest income (expense), net
may vary significantly from period to period depending on the
timing of land sales and other transactions entered into by the
Company and unconsolidated entities in which it has investments.

Financial Services

Operating earnings for the Financial Services segment was
$0.5 million in the first quarter of 2009, compared to an
operating loss of $9.7 million in the first quarter of 2008.  The
improvement in the Financial Services segment was primarily due to
lower fixed costs as a result of the Company's focus on cost
reductions in the segment's mortgage and title operations.

Corporate General and Administrative Expenses

Corporate general and administrative expenses were reduced by $6.8
million, or 20%, in the first quarter of 2009, compared to the
first quarter of 2008.  As a percentage of total revenues,
corporate general and administrative expenses increased to 4.7% in
the first quarter of 2009, from 3.3% in the first quarter of 2008,
due to lower revenues.

Deferred Tax Asset Valuation Allowance

SFAS 109 requires a reduction of the carrying amounts of deferred
tax assets by a valuation allowance, if based on available
evidence, it is more likely than not that such assets will not be
realized.  As a result of its net loss during the three months
ended February 28, 2009, the Company generated deferred tax assets
of $57.7 million and recorded a non-cash valuation allowance in
accordance with SFAS 109 against the entire amount of deferred tax
assets generated.

                       About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                         *     *     *

As reported by the Troubled Company Reporter on June 11, 2008,
Moody's Investors Service lowered all of the ratings of Lennar
Corporation, including its corporate family rating to Ba3 from Ba1
and the ratings on its various issues of senior unsecured notes to
Ba3 from Ba1.  At the same time, a speculative grade liquidity
rating of SGL-2 was assigned.  The ratings outlook remains
negative.

As reported by the TCR on Dec. 16, 2008, Fitch Ratings downgraded
Lennar Corp.'s Issuer Default Ratings and outstanding debt
ratings:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-';
  -- Unsecured bank credit facility to 'BB+' from 'BBB-';
  -- Short Term IDR from 'F3' to 'B';
  -- Commercial Paper from 'F3' to 'B'.

Fitch said the rating outlook remains negative.


LINCOLN BANK: Weiss Ratings Assigns "Very Weak" E- Rating
---------------------------------------------------------
Weiss Ratings has assigned its E- rating to Plainfield, Ind.-based
Lincoln Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Lincoln Bank is not a member of the Federal Reserve, and is
primarily regulated by the Federal Deposit Insurance Corporation.
The institution was established on Jan. 1, 1884, and deposits have
been insured by the FDIC since June 25, 1935.  Lincoln Bank
maintains a Web site at http://www.lincolnbank.biz/and has 16
branches located in Indiana.

At Dec. 31, 2008, Lincoln Bank disclosed $876 million in assets
and $796 million in liabilities in its regulatory filings.


LOCAL INSIGHT: S&P Changes Outlook to Negative; Keeps 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Englewood, Colorado-based, Local Insight Regatta Holdings Inc. to
negative from stable, and, at the same time, affirmed its 'B'
corporate credit rating on the company.

Standard & Poor's also lowered its issue-level rating on LIRH's
senior secured credit facilities to 'B+' (one notch higher than
the 'B' corporate credit rating) from 'BB-'.  S&P revised the
recovery rating on these loans to '2' from '1'.  The '2' recovery
rating indicates S&P's expectation of substantial (70%-90%)
recovery for lenders in the event of a payment default.

In addition, S&P lowered its issue-level rating on LIRH's senior
subordinated notes to 'CCC+' (two notches lower than the 'B'
corporate credit rating) from 'B'.  S&P revised the recovery
rating on these securities to '6' from '3'.  The '6' recovery
rating indicates S&P's expectation of negligible (0%-10%) recovery
for lenders in the event of a payment default.

"The outlook revision reflects our expectation that credit
measures, based on the family of companies owned by Local Insight
Media Holdings L.P., will weaken in the intermediate term," said
Standard & Poor's credit analyst Ariel Silverberg, "given our
belief that the consumer-driven nature of the current recession
will weaken print ad sales (which S&P believes are already in
secular decline) to a greater extent than in the previous few
quarters."  She added that the company will be challenged to
replace these lost ad sales dollars with sufficient digital sales
at a comparable profit margin.


MARC HOTELS: Chapter 11 Bankruptcy Case Transferred to Honolulu
---------------------------------------------------------------
Janis L. Magin at Pacific Business News reports that Marc Hotels
and Resorts Inc. filed for Chapter 11 bankruptcy protection in a
U.S. Bankruptcy Court in Phoenix, Arizona, but the case was
transferred this week to Honolulu.

According to Business Journal, the case was transferred on
Wednesday at the request of Marc Hotels' two largest unsecured
creditors -- Hawaiian Monarch Partners LLC and City Center LLC.
The two creditors, says Business Journal, argued that the case
should be heard in Honolulu because the Company is based in Hawaii
and because the majority of its 20 largest creditors are in the
islands.

Marc Hotels and Resorts Inc. is a Hawaii hotel operator.  It has
two hotel and condominium properties each on Oahu, Kauai, and
Molokai.


MERCER INTERNATIONAL: S&P Affirms 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating and issue-level ratings on Vancouver-based Mercer
International Inc.  At the same time, S&P removed the ratings from
CreditWatch with negative implications, where they were placed on
Feb. 13, 2009.  The outlook is negative.

In addition, Standard & Poor's revised its recovery rating on
Mercer's senior notes due 2013 to '4' from '3', indicating
expectations for average (30%-50%) recovery in the event of a
payment default.  This action resulted from using a lower
enterprise value in S&P's simulated default analysis because the
normalized EBITDA is lower than previously thought due to the
significant deterioration in pulp prices.

"The affirmation reflects our expectation that while Mercer will
continue to generate weak operating results because of reduced
pulp demand and lower sales prices, the company will maintain
sufficient liquidity over the next several quarters," said
Standard & Poor's credit analyst Andy Sookram.  S&P expects the
company to maintain liquidity, including cash on hand and
availability under committed credit lines, of about EUR60 million
over the next several quarters, which S&P believes to be
sufficient given current market conditions.

The negative outlook reflects S&P's concerns that market
conditions could weaken more than S&P expects, resulting in a
steeper decline in cash flow and liquidity.

Mercer, through its subsidiaries, produces northern bleached
softwood kraft pulp.  Its Rosenthal subsidiary, located in eastern
Germany, produces an estimated 325,000 air-dried metric tons of
annual capacity.  The Celgar subsidiary in British Columba
produces 480,000 ADMTs of annual capacity.


MERUELO MADDUX: Receives Delisting Notification From Nasdaq
-----------------------------------------------------------
Meruelo Maddux Properties has received a Nasdaq staff
determination notice.  The notice stated that the company was not
in compliance with Nasdaq Marketplace Rules 4300, 4450(f) and IM-
4300 because the company and numerous subsidiaries filed voluntary
petitions in California for relief under Chapter 11 of the United
States Bankruptcy Code.  Based on the notice, the company
anticipates that its common stock will no longer be listed on The
Nasdaq Global Market from and after the opening of business on
April 7, 2009.  The company is in discussions with market makers
in its common stock about potential quotation of the common stock
on the OTC Bulletin Board following delisting from The Nasdaq
Global Market.

                  About Meruelo Maddux Properties

Meruelo Maddux Properties is a self-managed, full-service real
estate company that develops, redevelops and owns commercial and
residential properties in downtown Los Angeles and other densely
populated urban areas in California that are undergoing
demographic or economic changes.  Meruelo Maddux Properties is
committed to socially responsible investment.  Through its
predecessor business, Meruelo Maddux Properties has been investing
in urban real estate since 1972.

Meruelo Maddux Properties, Inc. and 52 affiliates filed for
Chapter 11 protection on March 27, 2009 (Bankr. C.D. Calif. Lead
Case No. 09-13356).  Meruelo Maddux Properties - 12385 San
Fernando Road LLC filed its Chapter 11 petition on March 26, 2009.
Judge Kathleen Thompson oversees the cases.  John J. Bingham, Jr.,
Esq., at Danning, Gill, Diamond & Kollitz, LLP, Los Angeles,
serves as the Debtors' bankruptcy counsel.  As of December 31,
2008, the Debtors had $681,769,000 in total assets and
$342,022,000 in total debts.


MIDWAY GAMES: U.S. Trustee Balks at Bonuses for Top Employees
-------------------------------------------------------------
Luke Plunkett at Kotaku.com reports that a government-appointed
trustee overseeing Midway Games Inc.'s financial and legal
proceedings has opposed the Company's planned bonus payments to
its top employees.

According to Kotaku.com, Midway Games is still seeking ways to pay
out almost $4 million in bonuses, despite poor sales and a
bankruptcy filing.

Kotaku.com relates that the trustee, along with a committee made
up of representatives from the companies that Midway owes money
to, said that "the notion that a bonus program designed to reward
employees for past accomplishments could be considered an
'incentive' is simply disingenuous.  Senior management should not
be paid incentive bonus payments . . . to perform duties required
to be performed by their obligations under the Bankruptcy Code.
The Debtors seek authority to pay bonuses to a selected group of
officers and managers which are four hundred percent greater than
bonuses paid to the same group in 2008 when the Debtors were not
before the Bankruptcy Court.  Given the current state of the
general economy, coupled with historical data related to incentive
bonuses paid by these Debtors, the Motion constitutes an
outrageous request and is not justified by the facts and
circumstances of the case."

"In a survey prepared by the Committee's financial advisor, FTI
Consulting, of compensation plans proposed in some twenty
comparable bankruptcy cases in recent years, the Proposed Plan is,
by far, the richest compensation plan that has been proposed,
despite the unusually poor conditions of the current economy,"
Kotaku.com quoted the trustee and the committee as saying.

Midway Games executives, says Kotaku.com, have formulated a
"revised" bonus plan, which should be disclosed later this week.

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on Feb. 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).  David
W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.  The
Debtors' financial condition as of Sept. 30, 2008, showed
$167,523,000 in total assets and $281,033,000 in total debts.


MINERVA SA: Fitch Puts 'B+' Issuer Rating on Negative Watch
-----------------------------------------------------------
Fitch Ratings has placed these ratings of Minerva S.A. (formerly
Industria e Comercio de Carnes Minerva Ltda) and Minerva Overseas
Ltd (a special-purpose vehicle wholly owned by Minerva and
incorporated in the Cayman Islands) on Rating Watch Negative:

Minerva S.A.

  -- Local currency Issuer Default Rating of 'B+';
  -- Foreign currency IDR of 'B+';
  -- National scale rating of 'BBB(bra)'.

Minerva Overseas Ltd

  -- US$200 million senior unsecured notes due 2017 at 'B+/RR4'.

The Rating Watch Negative follows the dramatic increase in
leverage in the fourth quarter of 2008 due to weak operating
trends, negative operating cash flow, significant capex
expenditures, and the devaluation of the BRL.  Also, liquidity
declined substantially and it is not clear how the new
BRL215 million in financings obtained in January 2009 from BNDES
and Banco da Amazonia will help the company to extend debt
maturities which include BRL358 million, BRL200 million and BRL194
million from 2009 to 2011, respectively.  These low-rate fresh
funds will be available to Minerva within the next six months.

In 2008, net leverage (net debt/EBITDA) increased to 6.2 times
from 3.2x in the last 12 months (LTM) ended Sept. 30, 2008 and 2x
in 2007.  Net debt increased by BRL418 million over the prior
quarter to BRL932 million.  In the fourth quarter cash on hand
declined by BRL99 million to BRL467 million and debt increased by
BRL319 million to BRL1.41 billion.  The net debt increase is
explained primarily by the BRL118 million capex and approximately
BLR200 million jump in debt due to the 21% depreciation of the BRL
in the fourth quarter as most of the company's debt is denominated
in U.S. Dollars.

In the fourth quarter of 2008 LTM EBITDA amounted to
BLR153 million compared to BRL161 million in the third quarter.  A
weak economic climate, challenging credit environment and currency
devaluation in key export markets for Minerva (including Minerva's
largest export destination, Russia) drove significant volume
declines (28% over a year ago and 37% over the prior quarter)
primarily in the export market, which were offset by price
increases.  With good cost management and by temporarily closing
production capacity the company was able to keep margins
relatively stable.

Fitch believes that 2009 will be a challenging year for Minerva
because of its large exposure to the export market, the global
recession, and lack of credit absent the Brazilian government
banks.  The resolution of the Rating Watch Negative depends on the
incremental cash flow generation derived form the
BRL351 million in investments in 2008 and the debt maturity
schedule resulting from the refinancings from BNDES and Banco da
Amazonia.  In addition, pricing trends and market share in the
domestic market now that several competitors have filed for
Recuperacao Judicial (Chapter 11) as well as volumes and credit
losses in the international market will also influence the Rating
Watch Negative resolution.


MONEYGRAM INTERNATIONAL: Fitch Affirms Issuer Rating at 'B+'
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings for
MoneyGram International Inc. and MoneyGram Payment Systems
Worldwide, Inc., at 'B+'.

Fitch has also upgraded these ratings for Worldwide:

  -- Senior secured first lien credit facility to 'BB+/RR1' from
     'BB / RR2'; and

  -- Senior secured second lien notes to 'B+/RR4' from 'B/RR5'.

The Rating Outlook is Negative.

The Negative Outlook reflects:

  -- Expectations for continued global economic weakness
     negatively affecting remittance volumes which could reduce
     EBITDA to levels inconsistent with the company's financial
     covenants which limit senior secured leverage to 6.5 times
     through September 2009 and 6.0x through September 2010, and
     an implied minimum EBITDA level of approximately
     $150 million and $160 million, respectively;

  -- A further potential negative impact on profitability,
     although modest, as investment returns from the company's
     remaining asset backed securities decline as loan defaults
     increase as expected.  Fitch estimates that MoneyGram still
     generates approximately one-third of its EBITDA from
     investment revenue.

The upgrade of the senior secured first-lien and senior secured
second-lien ratings reflects improved recovery expectations
stemming from lower assumed funding gap needs to satisfy
MoneyGram's payment service obligations in a stress event, which
itself is a reflection of reduced risk in the company's restricted
asset basket.

Although the Outlook remains negative due primarily to the
macroeconomic environment, Fitch notes that since MoneyGram's
recapitalization in early 2008, the company has demonstrated
stabilized profitability in both the Payment Systems and Global
Funds Transfer businesses while significantly reducing exposure to
risky assets in its investment portfolio, which has produced
minimal realized and unrealized losses over the past two quarters.

MoneyGram's ratings reflect these considerations:

-- Continued limited financial flexibility given a relative
   high degree of leverage (total debt with equity credit to
     operating EBITDA) which Fitch estimates at 6.7x (7.3x when
     adjusted for operating leases), and cash interest coverage
     of 1.8x;

  -- Flat- to-declining revenue in 2009 (relative to pro forma
     2008 results) as overall remittance transaction volumes are
     expected to decline due to the global economic slowdown,
     partially offset by a continued increase in market share;

  -- EBITDA in 2009 of at least $200 million (excluding potential
     investment gains or losses) with modest contribution
     expected from the PS segment;

  -- Positive free cash flow in 2009, although likely limited to
     under $100 million due to significant cash interest expense
     relative to EBITDA;

  -- No expected near-term reduction in debt with EBITDA growth
     necessary for incremental de-leveraging;

  -- MoneyGram will continue to limit risk in its investment
     portfolio consistent with covenants which currently restrict
     new investments to cash, cash equivalents and securities
     issued by U.S. government agencies with a maturity of 13
     months or less.

MoneyGram's investments under available for sale securities have
been reduced to $439 million as of Dec. 31, 2008, from
$4.2 billion as of Dec. 31, 2007 largely through the sale of a
majority of the portfolio in the first quarter of 2008 (end
March).  Of the $439 million remaining, $392 million is held in
residential mortgage backed securities consisting entirely of
government agency securities; $30 million is held in other asset
backed securities with a book value marked down to less than 5% of
face value; and $17 million of other U.S. government agency
securities.  These investments, while outside the current covenant
restriction on new investments, are legacy positions and can be
held to maturity.

Credit strengths include the solid market position of MoneyGram as
the second largest global provider of international money
transfers as well as Fitch's expectation for the long-term growth
and stability of the money transfer industry.  In addition, the
remittance model has a largely variable cost structure which
should help MoneyGram sustain its profit levels during the
economic downturn.

Rating concerns include:

  -- MoneyGram's ability to renew existing and attract new agent
     relationships given its highly levered balance sheet;

-- a significant reliance on WalMart as a remittance agent,
   with WalMart accounting for 30% of GFT revenue in 2008;

  -- the company's ability to invest in new remittance
     technologies, such as mobile phone payments, which pose a
     long-term competitive threat.

The ratings could be stabilized by flat-to-positive revenue and
EBITDA results in both the GFT and PS segments.  Conversely, the
ratings could be negatively affected by additional investment
portfolio losses or greater assumed risk in investment mix.  The
loss of significant market share in the remittance market,
principally through the loss of significant agent relationships,
could also negatively affect the ratings.

Revenue adjusted to exclude securities gains and losses during
2008 was $1.3 billion with EBITDA of $173 million (13.6%).  The
GFT segment contributed $1.1 billion of revenue during 2008,
excluding net investment losses, and EBITDA of $194 million
(17.7%).  The PS segment contributed $175 million in revenue and
$13 million in EBITDA (7.3%). Segment EBITDA is offset by roughly
$34 million in general corporate expenses.  By comparison, in
2006, the last year unaffected by significant investment losses,
revenue was $1.2 billion with EBITDA of $227 million (19.5%).  GFT
contributed $822 million in revenue with EBITDA of
$187 million (22.8%).  PS contributed $339 million in revenue with
EBITDA of $46 million (13.6%).  Note that GFT profitability is
also negatively affected by the more conservative investment
policy, as MoneyGram historically achieved a significant profit by
investing the float associated with its retail money order
product.  Investment revenue for this product declined from
$89 million in 2007 to $24 million in 2008, excluding investment
losses.

MoneyGram accounts for its entire cash balance as restricted due
to the regulatory requirements of its PS business.  As a result,
traditional cash flow calculations do not yield meaningful
results.  Fitch estimates free cash flow from changes in the
calculation of unrestricted assets (restricted cash plus
receivables plus investments less payment service obligations)
adjusted for items such as capital spending and net debt or equity
proceeds.  From this, Fitch estimates MoneyGram generated
approximately $45 million in free cash flow during the second half
of 2008, or $90 million on an annualized basis.  This compares
favorably with 2006 estimated free cash flow of
$43 million although capital investments have declined from
$81 million in 2006 to $38 million in 2008.

Fitch estimates MoneyGram's total adjusted debt with equity credit
as of Dec. 31, 2008, to be $1.2 billion and includes
$145 million outstanding under the company's $250 million secured
revolving credit facility which matures in March 2013;
$350 million outstanding under secured term loans included in the
revolving credit facility which also mature in March 2013;
$500 million of 13.25% senior secured second lien notes which
mature in March 2018; and $742 million in 10% series B preferred
shares to which Fitch assigns 75% equity credit due to the strong-
equity like characteristics of this particular instrument
including its convertible and deferred interest features.  All
debt is currently issued out of Worldwide, which is a wholly owned
subsidiary of MoneyGram.

Fitch estimates liquidity to be adequate and includes
approximately $100 million available under the company's revolving
credit facility and $391 million in unrestricted assets.
MoneyGram historically has categorized its entire cash balance as
substantially restricted due to the liquidity requirements of its
PS business.

The Recovery Ratings for MoneyGram reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of MoneyGram, and hence
recovery rates for its creditors, will be maximized in a
restructuring scenario (as a going concern) rather than a
liquidation scenario.  In deriving a distressed enterprise value,
Fitch estimates a distressed EBITDA value of $150 million,
representing a 13% discount to MoneyGram's estimated pro forma
operating EBITDA of approximately $172 million, which is roughly
equivalent to the level of EBITDA necessary for MoneyGram to
satisfy its maximum senior secured leverage ratio covenant of
6.5x.  Fitch then applies a 6x distressed EBITDA multiple, which
considers comparable current and historical market multiples, as
well as the assumption that a stress event would likely lead to
multiple contraction relative to historical levels.  As is
standard with Fitch's recovery analysis, the revolver is fully
drawn and cash balances fully depleted to reflect a stress event.
Fitch also adjusts MoneyGram's distressed enterprise value for
liquidity requirements to cover any estimated shortfall in
restricted asset coverage for a stress scenario.  The 'RR1' for
MoneyGram's senior secured first lien bank facility reflects
Fitch's belief that 91%-100% recovery is realistic.  The 'RR4' for
MoneyGram's senior secured second lien reflects Fitch's belief
that 31%-50% recovery is realistic.


MOUNT SINAI: Moody's Downgrades Long-Term Rating on Debt to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Ba1 the long-
term ratings assigned to Mount Sinai Medical Center of Florida's
outstanding debt issued through the City of Miami Beach Health
Facilities Authority.  The rating outlook remains negative at the
lower rating level.  The downgrade follows continually weak
financial performance and a decline in unrestricted cash.  The
negative outlook reflects Moody's concerns that competitive and
economic challenges will continue to affect volumes.  Moody's
believes these issues could make it difficult to achieve the
operating targets necessary to support capital projects and
maintain cash, despite management's initiatives.  Approximately
$267 million of debt is affected by this action, as listed at the
conclusion of this report.

Legal Security: All outstanding bonds are secured by: a gross
revenue pledge of the obligated group; a full and irrevocable
guaranty of the Mount Sinai Medical Center Foundation (the
Foundation) for principal and interest payments; a mortgage on
MSMC's south campus; MSMC's right, title and interest in the
ground lease on the land that the north campus is situated on,
and; a negative pledge from the Medical Center and the Foundation.

Interest Rate Derivatives: None

                            Challenges

* Meaningful declines in surgical demand across inpatient and
  outpatient modalities, in spite of a flattening of absolute
  number of admissions, which poses a fundamental challenge to
  MSMC's ability to achieve enterprise growth needed to stabilize
  operations

* Liquidity measures have deteriorated since FYE 2007 as cash on
  hand and cash-to-debt decreased to modest 71 days and a thin
  35%, respectively, at December 31, 2008.

* Debt levels remain very high relative to size of operations
  (debt to cash flow of over 28 times in 2008) and balance sheet
  liquidity (cash to debt 35%)

* Growing losses related to physician practices (recruitment for
  specialists) of $9.6 million for the full fiscal year 2008 as
  compared with a budget of $8.7 million; Budget for FY 2009
  includes an additional $4.7 million in physician and other
  support services around this strategy which may be difficult to
  off set as recessionary pressures flatten utilization

* Multi faceted plans for enterprise growth may prove to be
dilutive as the use of debt or cash would be required to
execute these initiatives

                            Strengths

* Still solid absolute cash position ($93.2 million at
December 31, 2008), held by MSMC and Foundation (Foundation
provides irrevocable guaranty to bonds); investments are
heavily weighted to fixed income securities

* Recent recruitment of highly productive cardiac surgeon, who is
  established in market; though contracted salary will add to
  physician costs

* Clearly articulated operational imperatives to achieve much
  needed top line growth; though fundamentals of market could
hinder improvement; recent engagement of consultants to
maximize efficiencies

* Land associated with former campus at the Miami Heart Hospital
  is prime waterfront real estate on Miami Beach that can be
  monetized

                       Recent Developments

Moody's believes fundamental characteristics of the market suggest
that current challenges may be pervasive.  These fundamentals
include heavy competition, especially for the more profitable
services, and shifting demographic trends on Miami Beach toward a
younger population.  To that end, competition from cardiac
programs established at two local competitors Aventura and
Palmetto Hospitals, have contributed to an open heart case decline
at MSMC of more then 50% from 912 in 2004 to 430 in 2008.  Looking
forward, management expects recent recruitment of a cardiac
surgeon to reverse the marked diminution of cardiac services.

FY 2008 proved to be another challenging year for MSMC; with
management prepared financials showing a $19.1 million operating
loss (excluding a $10 million contribution from the Foundation and
reclassifying $3.7 million of investment gains to non-operating
revenue) compared with a $14.7 million operating loss in FY 2007
(excluding a $10 million contribution from the Foundation and
reclassifying $5.8 million of investment gains to non-operating
revenue).  Weak FY 2008 performance compares unfavorably against a
budgeted loss of $7.7 million.  Variances to budget are largely
tied to higher than anticipated losses associated with a growing
number of employed physicians and a lower intensity volume mix
with a marked drop in surgical demand, particularly pronounced
with increased competition for cardiac services as discussed
above.  Operating cashflow of $20.5 million is 25% lower then the
comparable period in FY 2007.  FY 2008 represented the eleventh
consecutive year that MSMC incurred an operating loss and the
fourth consecutive year that operating cash flow declined.  Key
financial ratios have deteriorated from already weak levels with
over 28.0 times debt to cashflow and 1.1 times maximum annual debt
service coverage (excluding Foundation transfer of $10 million).
When including the Foundation transfer, MADS coverage is a
healthier 1.6 times and debt to cashflow an improved, but still
leveraged, 13.7 times.

Management has indicated that a baseline budget for FY 2009
anticipates losses of $19.7 million (excluding a $10 million
contribution from the Foundation); though the budget does not
include the potential benefits of activity generated by the
recently recruited cardiac surgeon or consulting engagement.
Ability to grow top line revenue from the core clinical enterprise
remains a crucial element to long-term future improvement and
credit risk stability at the current rating.

Resources remain modest and highly leveraged for an organization
of this size.  The combined unrestricted cash balances totaled
$93.2 million at December 31, 2008, equating to an adequate 71
days.  Leverage is evidenced by cash to debt coverage of just 35%.
Moody's retains concerns that with another $10 million transfer
from the Foundation cash will decline by a like amount as
investment markets and philanthropy are more challenged in the
current economic environment.  Finally, strategic capital projects
are being considered for the longer term, including the
consideration of a new hospital to the north of the beach in
Aventura, however, management reports that new money borrowings
will not be considered until operations are at least stable.  The
MSMC Foundation which provides explicit and unconditional support
to the clinical operations will likely provide for a portion of
MSMC's larger strategic capital needs through its considerable
fundraising strength.

                             Outlook

The negative rating outlook reflects Moody's concerns that
competitive and economic challenges will continue to affect
volumes.  Moody's believes these issues could make it difficult to
achieve the operating targets necessary to support capital
projects and maintain cash, despite management's initiatives

                 What could change the rating -- UP

Ability to achieve and sustain enterprise growth as measured by
revenue and volumes that translates into a consistent track record
of strengthening operating cash flow and a reduction of debt
outstanding or significant growth in liquidity

               What could change the rating -- DOWN

Further deterioration of financial performance or liquidity
levels; enterprise contraction that results in continuous trend of
market share loss; a material increase in debt without
commensurate growth in cash flow or liquidity

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Mount Sinai Medical Center
     of Florida, Inc. & Subsidiaries

  -- First number reflects audit year ended December 31, 2007

  -- Second number reflects audit year ended December 31, 2008

  -- Operating income in each FY 2007 and 2008 excludes a $10
     million transfer from the Foundation

  -- Investment gains of $5.8 million and $3.7 million
     reclassified to non -- operating income in FY's 2007 and
     2008, respectively

  -- Investment returns smoothed at 6% unless otherwise noted

* Inpatient admissions: 22,240; 22,439

* Total operating revenues: $455.6 million; $486.1 million

* Moody's-adjusted net revenue available for debt service:
  $32.5 million; $26.3 million

* Total debt outstanding: $268 million; $267 million

* Maximum annual debt service (MADS): $22.8 million;
  $22.8 million

* MADS Coverage with reported investment income: 1.4 times; 1.1
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.4 times; 1.1 times

* Debt-to-cash flow: 17.5 times; 28.0 times

* Days cash on hand: 97 days; 71 days

* Cash-to-debt: 44%; 35%

* Operating margin: -3.2%; -4.0%

* Operating cash flow margin: 5.6%; 4.2%

Rated Debt:

* Series 1998, fixed rate

* Series 2001A, fixed rate

* Series 2004, fixed rate

The last rating action was on January 30, 2008, when MSMC's Ba1
rating was affirmed and the rating outlook was revised to negative
from stable.


MUTUAL BANK: Weiss Ratings Assigns "Very Weak" E- Rating
--------------------------------------------------------
Weiss Ratings has assigned its E- rating to Harvey, Illinois-based
Mutual Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Mutual Bank is not a member of the Federal Reserve, and is
primarily regulated by the Federal Deposit Insurance Corporation.
The institution was established on Dec. 15, 1962, and deposits
have been insured by the FDIC since that date.  Mutual Bank
maintains a Web site at http://www.mutualbanking.com/and has 13
branches, ten in Illinois, one in New Jersey, one in New York and
one in Texas.

At Dec. 31, 2008, Mutual Bank disclosed $1.7 billion in assets and
$1.5 billion in liabilities in its regulatory filings.


MW SEWALL: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
The Associated Press reports that M.W. Sewall & Co. has filed for
Chapter 11 bankruptcy protection.

According to The AP, M.W. Sewall lists Citgo Petroleum as its
largest unsecured creditor, with roughly $1.2 million.  Court
documents say that its assets and liabilities are listed between
$10 million and $50 million.  Pine State Trading Co., says The AP,
is the Company's second-largest unsecured creditor, holding a
$282,000 claim.

The AP relates that George Marcus, the attorney for M.W. Sewall,
blamed the Company's collapse on weak business at its modular
housing division, Landmark Homes, and last summer's run up in oil
prices.

M.W. Sewall said in court documents that it won't close any
stores.

Maine-based M.W. Sewall & Co. distributes petroleum products.  It
operates 15 Clipper Mart convenience stores and car washes along
southern Maine's Route 1 corridor.

The Company filed for Chapter 11 bankruptcy protection on
March 27, 2009 (Bankr. D. Maine Case No. 09-20400).  George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, PA, assists the
Company in its restructuring effort.  The Company listed
$10 million to $50 million in assets and $10 million to
$50 million in debts.


NATIONAL WHOLESALE: GE Capital Sues Former Chief Financial Officer
------------------------------------------------------------------
General Electric Capital Corp. filed a lawsuit accusing the former
chief financial officer of NWL Holdings Inc. of overstating
inventory in order to collect loans larger than the now-defunct
retailer was entitled, Bloomberg's David Glovin writes.

Bloomberg relates that GE Capital sued Michael Gold in Manhattan
federal court on behalf of itself and other lenders including
JPMorgan Chase & Co., for breach of duty.  The unit of Fairfield,
Connecticut-based General Electric Co. seeks damages of at least
$24.7 million.

Bloomberg states that, according to the complaint, "Gold
misrepresented the value of NWL's inventory in many different
ways. As a result of Gold's misrepresentations, GECC and the
lenders loaned tens of millions of dollars to NWL in reliance on
the levels of NWL'inventory as certified by Gold."

                        About National Wholesale

West Hempstead, New York-based NWL Holdings, Inc. --
http://www.nationalwholesaleliquidators.com/-- aka National
Wholesale Liquidators, is a family-owned discount retailer.  The
company was founded in 1984.  The company has 55 stores located in
New York, New Jersey, Pennsylvania, Connecticut, Maryland,
Washington D.C., Delaware, Massachusetts, Virginia, Rhode Island,
Michigan and Illinois.

The Company filed for Chapter 11 protection on Nov. 10, 2008
(Bankr. D. Delaware Case No. 08-12847).  Dreier LLP assists the
company in its restructuring effort.  The company listed assets of
$100 million to $500 million and debts of $100 million to
$500 million.


NATIONWIDE HEALTH: S&P Gives Positive Outlook; Keeps 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Nationwide Health Properties Inc. to positive from stable.  At the
same time, S&P affirmed the company's 'BBB-' corporate credit and
senior unsecured note ratings, and 'BB' rating on the company's
preferred stock.

"The positive outlook acknowledges continued improvement in NHP's
credit ratios, which are strong for the rating," said credit
analyst George Skoufis.  "Of note are its solid debt protection
measures, which offset concerns regarding a more concentrated
tenant base, some current tenant challenges, and difficult
economic conditions that could affect demand for private pay
facilities.  NHP also faces minimal lease rollover, and has ample
liquidity to meet its capital needs."

S&P would raise the credit rating one notch if NHP can maintain
its currently solid financial profile while its top tenants work
through this difficult economic and capital market downturn.
Although S&P believes the likelihood of a downgrade is limited,
S&P would revise its outlook to negative or lower the rating if
cash flow weakens more severely than S&P's stress scenario
contemplates, causing fixed-charge coverage to fall near 2x and
pushing total coverage below 1x.  S&P would also view negatively a
debt financed dividend shortfall.


NORTH FOREST: Moody's Cuts Rating on $63.2 Million Debt to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service has downgraded North Forest Independent
School District from a Ba1 to a Ba3.  The rating downgrade affects
$63.2 million of outstanding general obligation debt.  The rating
action reflects a continued weakening of the district's financial
position, challenges the district will face restoring a financial
position consistent with investment grade credits, and the
uncertainty stemming from the district's accreditation status.  Of
the $63.2 million of debt Moody's rated debt, $28.6 million is
guaranteed by the Texas Permanent School Fund which carries a Aaa
Moody's rating and $36.5 million has credit enhancement provided
by Financial Security Assurance (Moody's rated Aa3).

                Limited Tax Base With Weak Socios

North Forest I.S.D. is located in Harris County (general
obligation rated Aa1).  Approximately 63% of the district's
students reside within the limits of the City of Houston (general
obligation rating Aa3 with a positive outlook).  The district's
$1.7 billion taxbase has seen positive growth, averaging 13%
annually over the last five years.  Socioeconomic statistics
indicate low wealth levels with a per capita income representing
only 58% of the state's median and 52% of the U.S. Although
property growth has been positive, the full value per capita of
$31,886 (based on fiscal 2009 ad valorem values) is comparatively
low.

    Significant Financial Stress: Accumulated Deficit, Lack Of
        Liquidity And Use Of Bond Proceeds For Operations

The district has experienced steady declines in student enrollment
over the last 9 years, declining by 37% from 2001 to the current
estimate of 7,900.  Despite revenue loss from state funds based on
enrollment, the district repeatedly failed to appropriately adjust
staffing and other expenditures in light of ongoing enrollment
declines.  On average, the district receives approximately 65% of
general fund revenues from the state.

In fiscal 2007, the audited financial statements indicated deficit
spending of approximately $11 million, resulting in a negative
unreserved fund balance of $6.7 million.  Highlighting the lack of
budgetary control and oversight is the fact that while year-over-
year expenditures in fiscal 2007 increased by $10.9 million,
revenues decreased by $4 million.  Moreover, an over-reporting of
enrollment resulted in $7.3 million overpayment of state funds to
the district, which was booked as a liability in 2007, further
driving down fund balance.  The district will fully repay this
liability prior to the end of fiscal 2009.

The downgrade to Ba3 reflects Moody's review of fiscal 2008
audited financial statements that indicated a further weakening of
the general fund balance sheet.  Approximately $3.4 million in
deficit spending resulted in an ending cash balance of an
extremely narrow $76,000.  The unreserved fund balance further
decreased to a negative $10.1 million.  Further highlighting the
weakness of 2008 results is the district's use of approximately
$13 million in bond funds for operational purposes, which
indicates the extent of the imbalance and narrow cash position in
2008.  The potential legal ramifications of the use of bond funds
for operating expenses are unknown.  The rating action also
considers the independent auditor report whereby the external
auditor has disclaimed an opinion as a result of the inability to
"satisfy ourselves concerning the reliability of presented
financial information."  Additionally the independent auditor
report notes an uncertainty as to the district's ability to
continue as a going concern.

District Moves To Restore Structural Balance; Voters Reject Tax
                          Rate Increase

Without voter approval, Texas statutes limits the ad valorem rate
for maintenance and operations to a maximum of $10.40/$1,000 ad
valorem value.  Voter approval to increase the rate by a maximum
of $1.30/$1,000 is allowed.  In December 2008, the district
sought, but failed to obtain, voter authorization to increase the
tax rate to $11.70.  Favorably, the district has taken measures to
control costs by consolidating campuses and eliminating
instructional and administrative positions.  These cost control
measures are expected to produce an operating surplus of
approximately $1.5 million at the end of fiscal 2009.  Although
the district has made strides in reducing expenses, Moody's
believes the restoration of adequate reserves characteristic of an
investment grade rating is unlikely to occur in the near term.

             State Oversight And Accreditation Status

As financial deterioration became evident, the Texas Education
Agency became involved in the district's financial and educational
operations.  In early 2007 the TEA assigned two conservators to
oversee financial and educational operations.  State oversight was
increased in October 2008 when the TEA suspended the activities
and powers of the elected school board and transferred these
duties to a TEA appointed Board of Managers who serves at the will
of the TEA.  The TEA also assigned a new superintendent who
reports directly to the Board of Managers.  Under Texas law, the
Board of Manager's term is limited to two years, at the conclusion
of which an election is called and a seven member board is elected
by the voters in the district.

Additionally, separate Texas legislation requires the TEA to
annually assign accreditation statuses to each school district
within the state.  In June 2008, the TEA assigned a status of
Accredited-Probation to the district.  The TEA notes weaknesses
that resulted in "serious and persistent deficiencies in both the
academic and financial performance of the district."  Under the
legislation, if the district does not adequately address the TEA's
findings, the district's accreditation could be revoked,
essentially requiring the district to cease operations.  The TEA
is currently reviewing the district's performance and has not yet
assigned an accreditation status for the 2008-2009 school year.
The uncertainty surrounding the upcoming TEA action and the
district's future accreditation status is a key factor in Moody's
downgrade action.  It is important to note that of the
$63.2 million of debt rated by Moody's, $28.6 million is
guaranteed by the Texas Permanent School Fund which carries a Aaa
Moody's rating.  Based upon Moody's discussions with TEA
officials, Moody's believes the state is committed to ensuring the
ongoing payment of district debt considering the state pays
approximately 49% of debt service obligations.  There is precedent
for the dissolution of a district with outstanding debt, in which
case the state transferred the responsibility for the tax levy and
debt service payments to another educational authority.

                What Could Change The Rating - Up

* Improvement of financial condition, including augmentation of
liquidity and fund balance and restoration of structural
balance.

* Improved financial management and oversight as evident in
  audited financial statements.

* Accreditation status improved.

               What Could Change The Rating - Down

* Continued structural imbalance resulting in further financial
  Weakening.

* Failure to improve accreditation status or accreditation
  Revocation.

Key Statistics:

* Student enrollment: 7,900 (2008-2009 school year)

* Fiscal 2009 full value: $1.7 billion

* Fiscal 2009 full value per capita: $31,886

* Fiscal 2008 fund balance: negative $10.1 million

* Affected debt outstanding: $63.2 million

The last rating action for North Forest ISD was on April 28, 2008
when Moody's downgraded the rating to Ba1 from Baa2.


NORTH PORT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: North Port Gateway, LLC
        1549 Ringling Boulevard, Suite 101
        Sarasota, FL 34236
        dba Sumter Crossing

Bankruptcy Case No.: 09- 06029

Chapter 11 Petition Date: March 30, 2009

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Don M. Stichter, Esq.
                  dstichter.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

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
   ------                      ---------------   ------------
Wendemen Construction, Inc.    Trade debt        $249,408
1515 Ringling Blvd.
Suite 890
Sarasota, FL 34236

Parker Walter Group, Inc.      Trade debt        $194,179
Two North Tamiami Trail
Suite 604
Sarasota, FL 34236-5575

Latham, Shuker, Eden &         Services          $77,793
Beaudine
390 N. Orange Ave., Ste. 600

James F. Soller & Associates   Trade debt        $70,820
Inc.

Wendemen Engineering, Inc.     Trade debt        $61,595

Roetzel & Andress              Trade debt        $41,545

Watermark Engineering Group    Trade debt        $36,085
Inc.

Florida Commercial Source LLC  Trade debt        $21,675

North Port Utilities           Utilities         $18,767

Commercial Clearinghouse       Trade debt        $15,000

North Port Utilities           Utilities         $8,842

Lutz, Bobo & Telfair, P.A.     Services          $8,258

BES, Inc.                      Trade debt        $5,120

Bingles Tree Care              Trade debt        $3,175

Manatee Tractor Services Inc.  Trade debt        $2,786

Grant Thorton LLP              Services          $2,782

Baytree Finance Company        Insurance         $2,333

Otis Elevator Company          Trade debt        $1,868

Royal Green Landscaping Inc.   Trade debt        $1,720

Total Air Solutions            Trade debt        $1,560

The petition was signed by Frank Menke, III, managing member.


NOVA BIOSOURCE: Files for Bankruptcy; Brent King Named CRO
----------------------------------------------------------
Nova Biosource Fuels, Inc. and certain of its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The Companies are seeking first day motions
requesting approval from the Bankruptcy Court to permit the
Companies to continue to manage their properties and operate their
businesses as "debtors-in-possession" under the jurisdiction of
the Bankruptcy Court.  Certain of the Company's subsidiaries were
not included in the Chapter 11 filing.

The Companies also have appointed Brent King of Prairie Financial
Advisors, LLC, as Vice President/Chief Restructuring Officer of
the Companies.  In his new position, Mr. King will be responsible
for the bankruptcy process and financial operations of the
Companies.

Blank Rome LLP serves as bankruptcy counsel to the Companies in
connection with the Chapter 11 cases.

                    About Nova Biosource Fuels

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com-- is
an energy company that refines and markets ASTM D6751 quality
biodiesel and related co-products through the deployment of its
proprietary, patented process technology, which enables the use of
a broader range of lower cost feedstocks.  Nova owns two biodiesel
refineries: one in Seneca, Illinois with a nameplate capacity of
60 million gallons per year and one in Clinton, Iowa with a
nameplate capacity of 10 million gallons per year.


OSHKOSH CORPORATION: Moody's Confirms Corp. Family Rating at 'B2'
-----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Oshkosh
Corporation -- Corporate Family and Probability of Default Ratings
at B2.  The confirmation of Oshkosh's ratings, which were placed
under review for possible downgrade on January 29, 2009, is driven
primarily by the company's successful negotiation of amendments to
its revolving credit facility, removing the likelihood of a
violation of its covenants at 2Q 03/09.  The speculative grade
liquidity rating is SGL-3 and the long-term outlook is negative.

The B2 Corporate Family Rating incorporates the impact that the
severe economic downturn is having on several of the company's
business units, with the access equipment business being the most
severely affected.  The global construction industry, the main
driver of Oshkosh's access equipment unit, is undergoing a severe
contraction and Moody's believes that it will remain weak at least
through 2009.  Operating margins within that unit are under
pressure due to reduced demand and adverse product mix.  The
company is experiencing lower margins on tactical vehicle
contracts with the Department of Defense, Oshkosh's largest
customer at about 29% of total revenues.  For the last twelve
months through 1Q 12/09 key credit metrics were: 7.2% EBITA
margin, 2.3x EBIT/interest expense, and 4.7x debt/EBITDA (all
ratios adjusted per Moody's methodology.)  Moody's believes that
the severe contraction in Oshkosh's end markets will continue at
least through 2009, resulting in the worsening of the company's
credit metrics and positioning the company less firmly within the
B2 rating category.

Oshkosh's SGL-3 speculative grade liquidity rating reflects
Moody's belief that the company will maintain an adequate
liquidity profile over the next twelve months.  Operating cash
flow generation combined with about $260 million of cash balances
at December 31, 2008, should be adequate to fund the company's
normal operating requirements, capital spending needs and debt
service requirements.  Headroom under the amended financial
covenants ought to be adequate over the near term after receipt of
the recent facility amendment.

The negative outlook incorporates Moody's view that Oshkosh will
continue to face a difficult economic environment through
calendar-year 2009 resulting in the company's credit metrics
continued to be stressed for the foreseeable future.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating confirmed at B2;

  -- Probability of Default Rating confirmed at B2;

  -- $3.25 billion (originally $3.65 billion) first lien senior
     secured bank credit facility confirmed at B2, but it loss
     given default assessment is changed (LGD3, 46%) from (LGD3,
     45%).

The Company's speculative grade liquidity rating remains SGL-3.

The last rating action was on January 29, 2009, at which time
Moody's lowered the corporate family rating to B2 and put the
ratings on review for potential further downgrade.

Oshkosh Corporation, headquartered in Oshkosh, WI, is a leading
designer, manufacturer and marketer of access equipment including
aerial work platforms and telehandlers and a broad range of
specialty vehicles and vehicle bodies.  Last twelve month revenues
through December 31, 2008, approximated $7.0 billion.


PACIFIC NATIONAL: Weiss Ratings Assigns "Very Weak" E- Rating
-------------------------------------------------------------
Weiss Ratings has assigned its E- rating to San Francisco,
California-based Pacific National Bank.  Weiss says that the
institution currently demonstrates what it considers to be
significant weaknesses and has also failed some of the basic tests
Weiss uses to identify fiscal stability.  "Even in a favorable
economic environment," Weiss says, "it is our opinion that
depositors or creditors could incur significant risks."

Pacific National Bank is chartered as a National Bank, primarily
regulated by the Office of the Comptroller of the Currency.  The
institution was established on Jan. 1, 1887, and deposits have
been insured by the Federal Deposit Insurance Corporation since
Dec. 12, 1940.  Pacific National Bank maintains a Web site at
http://www.pacificnational.com/and has 18 branches in California.


PANTRY INC: S&P Changes Outlook to Positive, Affirms 'B+' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Sanford, North Carolina-based The Pantry Inc. to positive from
stable.  S&P affirmed all the ratings on the company, including
the 'B+' corporate credit rating.

"The outlook revision reflects Pantry's improved cash flow
generation and stronger credit protection measures," said Standard
& Poor's credit analyst Ana Lai.  Total debt to EBITDA declined to
4.8x from 6.1x a year ago.  Pantry, like other operators in the
convenience store industry, has benefited from a steady decline in
oil prices for the past few quarters.  Higher gasoline margins and
cost reductions have contributed to EBITDA growth in 2008.

"While S&P expects fuel margins to reach more normalized levels in
2009 following a period of record volatility," added Ms. Lai, "we
expect operating results to remain fairly healthy in 2009 and
credit measures to remain at the upper end of the rating category
given higher gas margin, partly offset by declines in gallons sold
and weaker merchandise sales from a general decline in consumer
spending."


PECOS CAPITAL: Files List of Creditors Holding Unsecured Claims
---------------------------------------------------------------
PECOS Capital Group, LLC, filed with the U.S. Bankruptcy Court for
the District of Delaware its list of unsecured creditors,
disclosing:

      Entity                                       Claim Amount
      ------                                       ------------
Reliance Financial Inc.                            $77,000
P.O. Box 5061
Carefree, AZ 85377

Bonnett Fairbourn                                   $4,312
Friedman & Balint PC
2901 N. Central Avenue, Suite 1000
Phoenix, AZ 85012-2730

Carefree, Arizona-based PECOS Capital Group, LLC, filed for
Chapter 11 protection on March 25, 2009, (Bankr. D. Del. Case No.:
09-05531).  Mark W. Roth, Esq. at Polsinelli Shughart P.C.
represents the Debtor in its restructuring effort.  The Debtor
listed estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.


PECOS CAPITAL: Section 341(a) Meeting Slated for April 28
---------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in PECOS Capital Group, LLC's Chapter 11 case on April 28, 2009,
at 2:00 p.m., at the US Trustee Meeting Room, 230 N. First Avenue,
Suite 102, Phoenix, Arizona.

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

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

Carefree, Arizona-based PECOS Capital Group, LLC filed for
Chapter 11 protection on March 25, 2009, (Bankr. D. Del. Case No.:
09-05531).  Mark W. Roth, Esq. at Polsinelli Shughart P.C.
represents the Debtor in its restructuring effort.  The Debtor
listed estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.


PEOPLES COMMUNITY: Weiss Ratings Assigns "Very Weak" E- Rating
--------------------------------------------------------------
Weiss Ratings has assigned its E- rating to West Chester, Ohio-
based Peoples Community Bank.  Weiss says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests Weiss uses
to identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."

Peoples Community Bank is chartered as a Savings Association,
primarily regulated by the Office of Thrift Supervision.  The
institution was established on March 14, 1889; deposits have been
insured by the Federal Deposit Insurance Corporation since
March 25, 1985.  Peoples Community Bank maintains a Web site at
http://www.pcbionline.com/and has 15 offices in Ohio and four in
Indiana.

At June 30, 2008, Peoples Community Bank disclosed deposits
totalling $633 million in its regulatory filings.


PHILADELPHIA NEWSPAPERS: Top Executives Got Bonuses Before Filing
-----------------------------------------------------------------
The Associated Press reports that Philadelphia Newspapers Chairman
Bruce Toll has confirmed that top executives received December
bonuses before the Company filed for bankruptcy.

Mr. Toll, according to The AP, explained that Philadelphia
Newspapers CEO Brian Tierney and two others were doing a "very
good job" and had not gotten raises since the 2006 purchase.  The
AP relates that the three were also awarded raises that have since
been cancelled amid an outcry from creditors and workers who gave
up $25-a-week raises.

The AP states that Mr. Tierney's salary had been set to increase
$232,000, to $850,000.  Mr. Toll said that Mr. Tierney received a
$350,000 bonus and two others $150,000 each, according to the
Philadephia Magazine blog.

Mr. Toll told said that he doesn't remember the amounts, The AP
reports.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa., Lead Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PHILIP J MARTIN: Wants Schedules and Statements Filing Extended
---------------------------------------------------------------
Philip J. Martin asks the U.S. Bankruptcy Court for the Southern
District of Alabama to extend the time for filing its schedules
and statement of financial affairs as required by the Bankruptcy
Code.

The Debtor needs additional time to gather the information
necessary to complete the schedules and statement of financial
affairs.

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


PILGRIM'S PRIDE: Court Extends Plan Filing Deadline to Sept. 30
---------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas extends the period by which Pilgrim's
Pride Corp. and its affiliates have exclusive right to file a plan
of reorganization until September 30, 2009, and the period by
which the Debtors have exclusive right to solicit acceptances of
that plan until November 30, 2009.

As reported by the Troubled Company Reporter on March 4, 2009,
Pilgrim's Pride said that the extension will afford them a full
and fair opportunity to propose a consensual plan and solicit
acceptances of the plan without deterioration and disruption.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, said the Debtors' cases are both large and complex,
with liabilities of approximately $3,000,000,000.  Even though
these cases are only three months old, the Debtors have already
made significant progress in these chapter 11 cases, Mr. Youngman
said.

The Debtors are formulating a business plan and are evaluating and
implementing various operational restructuring alternatives.
Nonetheless, significant unresolved contingencies still exist,
like the determination of outstanding claims against the Debtors,
resolution of several material non-bankruptcy lawsuits, and
completion of the analysis of the Debtors' unexpired leases and
executory contracts, Mr. Youngman explained.

The Debtors are not seeking an extension of the Exclusive Periods
to delay creditors or force them to accede to their demands.  In
fact, operational restructuring has already proceeded on a fast
track, and the Debtors intend to formulate a plan as soon as
practicable.

In light of ongoing efforts to finalize which leases and contracts
will be assumed or rejected, and to quantify the Debtors'
potential exposure to the different types of claims that may be
filed against the estates and the value of its remaining assets
for distribution to creditors, additional time is needed for the
Debtors to develop and negotiate a plan of reorganization and
prepare a disclosure statement that contains adequate information
under Section 1125 of the Bankruptcy Code, Mr. Youngman asserted.

According to Mr. Youngman, the extension of the Exclusive Periods
will increase the likelihood of a greater distribution to the
Debtors' stakeholders by facilitating an orderly, efficient and
cost-effective plan process for the benefit of all creditors.
Termination of the Exclusive Periods, on the other hand, could
significantly delay, if not completely undermine the Debtors'
ability to confirm any plan in these cases.

                    About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Court Extends Lease Decision Deadline to June 29
-----------------------------------------------------------------
Judge D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas extends the time within which Pilgrim's
Pride Corp. and its affiliates may assume or reject real property
leases to the earlier of (i) June 29, 2009, or (ii) the effective
date of a confirmed Chapter 11 plan.

As reported by the Troubled Company Reporter on March 9, 2009, the
Debtors sought an extension to afford them more time to analyze
whether assumption or rejection of the real property leases is
appropriate in their Chapter 11 cases.

Section 365(d)(4) of the Bankruptcy Code provides that the Debtors
must assume or reject their non-residential real property leases
by the earlier of (a) 120 days after the Petition Date, or (b) the
date of entry of an order confirming a Chapter 11 plan of
reorganization.  If the Debtors fail to make an election with
regards to any specific Real Property Lease by the lease decision
deadline, the leases will be "deemed rejected."

The Debtors are party to about 76 real property leases.  The
Debtors, because of the complexity and size and their Chapter 11
cases, do not believe that it will be possible to make an
informed decision as to whether to assume or reject all real
property leases by March 31, 2009, as required by Section
364(d)(4).

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, said the Debtors have already begun the process of
evaluating their executory contracts and real property leases to
see which ones should be amended and which ones are rejected.
Absent the extension of the lease decision period, the real
property leases will be subject to premature forfeiture, Mr.
Youngman said.  Forfeiture of the Debtors' interest in the real
property leases would cause significant disruption to the Debtors'
core operations and harm all of the Debtors' stakeholders, he
pointed out.  By contrast, the extension requested will allow the
Debtors to make prudent business decisions regarding their future
needs for leased real property, he explained.

Furthermore, Mr. Youngman argued that, because the Debtors are
current, and intend to remain current, on their postpetition
obligations under the Real Property Leases, the requested
extension will not prejudice the lessors of the Real Property
Leases.

                    About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Seeks to Hire Colliers as Real Estate Consultant
-----------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates ask Judge D. Michael Lynn
of the U.S. Bankruptcy Court for the Northern District of Texas
for authority to employ CCBN Texas Limited Partnership, doing
business as Colliers International, as their real estate
disposition consultant, nunc pro tunc to the Petition Date.

William Snyder, Pilgrim's Pride Corporation's chief restructuring
officer, relates that the Debtors are in the process of evaluating
which of their properties are no longer necessary and should be
marketed and disposed of.

The Debtors seek to employ Colliers to manage, market, and dispose
of identified commercial real estate occupied by the Debtors, and
potentially perform similar services in connection with the
Debtors' other real property as the need may arise during the
postpetition period.

A consulting firm like Colliers, Mr. Snyder contends, fulfills a
critical need of the Debtors to recognize value from their
existing assets and complements the services offered by the
Debtors' other restructuring professionals.

For their services, the Debtors will pay Colliers according to a
commission-based compensation structure.

  * Colliers will be entitled to a commission on the sale of any
    individual parcel of property that is a part of the Property
    based on:

      Purchase Price from $0 to $999,999: 6%
      Purchase Price from $1,000 to $39,999,999: 3%
      Purchase Price from $40,000,000 to $49,999,999: 2%
      Purchase Price exceeds $50,000,000: 1%

  * The commissions are intended to be cumulative based on the
    purchase price of any particular parcel of property that is
    a part of the Property.  For example, if a particular
    parcel that is a part of the Property had a purchase price
    of $55,000,000, then the commission will be the sum of:

      6% x $999,999    = $59,999.94
      3% x $38,999,999 = $1,169,999.90
      2% x $9,999,999  = $199,999.98
      1% x $5,000,000  = $50,000.00

      Total Commission = $1,479,999

  * Colliers will be entitled to ten percent (10%) of remaining
    rental obligation savings upon lease terminations;

  * Colliers will be entitled to a one-time flat fee of $2,500
    per leasehold location, plus 10% of savings under
    scheduled obligations upon lease renewals;

  * Colliers will be entitled to 20% of savings for any awarded
    real estate tax reductions upon resolution of final appeals.
    The Debtors are to receive all benefit of reductions in
    future years.  Colliers will be responsible for all expenses
    regardless of appeals outcomes.

  * Colliers will provide central cataloging and reporting at no
    charge;

  * Colliers will be entitled to a one-time flat fee of $500 per
    written Broker Opinion of Value.  Verbal values will be at
    no cost to Client;

  * Appraisals provided by PGP Appraisal at cost agreed
    following authorization in writing by the Debtors, with 20%
    reduced rate fee.
  * Colliers will remit to the Debtors a rebate of 20% of
    individual fees received by Colliers from parties other than
    the Debtors;

    The rebate will be in the form of a check or a wire
    transfer.  In addition, Colliers will rebate to the Debtors
    20% of the total fee due to Colliers from the Debtors.  The
    rebate will be in the form of a waiver of fees by Colliers
    or a refund, at the Debtors' discretion.

The Consulting Agreement entered into between the Debtors and
Colliers provides that if Colliers uses or engages any agents,
representatives, brokers or other contractors to provide or
assist Colliers to provide the services contemplated by the
Consulting Agreement, Colliers will be solely responsible for all
fees, costs and expenses of such agents, representatives, brokers
or other contractors.

Cash McWorther, Colliers' vice president, assures the Court that
his firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, and does not hold or represent
interest materially adverse to the Debtors or their estates.

                    About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Creditors Object to Equity Panel Appointment
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in the bankruptcy
cases of Pilgrim's Pride Corp. and its affiliates asks Judge D.
Michael Lynn of the U.S. Bankruptcy Court for the Northern
District of Texas to deny the request by an ad hoc group of
shareholders for status conference and appointment of an official
committee of equity security holders.  The Creditors Committee
points to the Ad Hoc Group's failure to comply with Rule 2019(a)
of the Federal Rules of Bankruptcy Procedure.

By its plain terms, Rule 2019 requires disclosure of, among other
things, "the amounts of claims or interest owned by the members of
the committee, the times when acquired, the amounts paid, and any
sales or other disposition, the Creditors Committee says.

According to the Troubled Company Reporter on March 24, 2009, the
Shareholders Group, comprised of certain holders of common stock
issued by Pilgrim's Pride Corporation, asked the Court to compel
the U.S. Trustee to appoint an official committee of equity
security holders in the Debtors' Chapter 11 cases.

The Ad Hoc Committee presently consists of M&G Investment
Management, Ltd., Pilgrim's Pride Corporation Retirement Savings
Plan, James Schwertner and Michael Cooper.  These bondholders own
a total of 10,469,501 shares of PPC common stock.

The facts and circumstances of the Debtors' bankruptcy cases give
rise to a compelling need for the appointment of an official
equity committee to assure adequate representation of the
interests of PPC shareholders, Michael A. McConnell, Esq., at
Kelly Hart & Hallman, Esq., at Fort Worth, Texas, said on the
group's behalf.

The Debtors, Mr. McConnell said, are not "hopelessly insolvent."
To the contrary, there is every indication that equity value may
total in the hundreds of millions of dollars.

Mr. McConnell said the Creditors Committee cannot adequately
represent the interests of equity holders in that its fiduciary
duties run only to unsecured creditors who, as the most junior
class of creditors or interests organized and represented in the
bankruptcy cases, stand to receive a significant windfall from the
diversion of value away from equity holders.

                    About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PMC MARKETING: Wants Charles A. Cupril as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized PMC Marketing Corp. to employ Charles A. Cupril, P.S.C.
Law Offices as counsel.

The firm is expected to represent the Debtor in the Chapter 11
proceeding.

The firm's professionals working in this Chapter 11 case and their
hourly rates are:

   Charles A. Cuprill-Hernandez, Esq.             $350
   Associate                                      $200
   Paralegals                                      $75

The Debtor advanced the $45,000 retainer in payment for the
services and expenses incurred in connection with this Chapter 11
case.

The firm will be paid by the Debtor with interim compensation to
be paid as allowed at six-day intervals.

Mr. Cuprill-Hernandez assured the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About PMC Marketing Corp.

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


POLYMER GROUP: Moody's Gives Stable Outlook; Keeps 'B1' Rating
--------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of Polymer
Group, Inc., to stable from negative and affirmed the B1 Corporate
Family Rating and B2 Probability of Default Rating.  At the same
time, the rating on the senior secured credit facility was raised
to Ba3 from B1.

Stable earnings combined with lower growth capital spending and
modest debt reduction have led to improvements in PGI's free cash
flow and financial leverage metrics, which Moody's expects to be
sustained over the intermediate term.  In 2008, the Company
achieved 8% revenue growth and flat year-over-year EBITDA, despite
steep increases in raw material costs during the first three
quarters of the year.  Approximately two-thirds of PGI's
consolidated revenue is generated from products sold to disposable
end markets, such as diapers and medical apparel, which are
somewhat more recession-resistant.  Cyclical volume weakness in
North America and Europe, particularly for industrial products,
has been mostly offset by growth in disposable products sold to
developing regions.

Nonetheless, cushion on the financial leverage covenant contained
in PGI's senior secured credit facility is expected to be tight
over the next four quarters, effectively limiting full
availability on the company's revolver.  The maximum leverage
ratio steps down to 3.5 times in the first quarter of 2009 and to
3.0 times in the first quarter of 2010.  To comply with the more
restrictive covenant levels, the company has expressed its
intention to reduce debt using operating cash flow.  Additionally,
PGI announced on March 3, 2009 that it plans to repurchase up to
$70 million of its senior secured term loan over the next two
years.  However, if global economic conditions worsen such that
PGI's cash flow is not likely to be sufficient to meet its debt
reduction goals, and thus covenant compliance becomes doubtful,
the outlook or ratings could be lowered.

The upgrade in the senior secured credit facility to Ba3 from B1,
in accordance with the application of Moody's Loss Given Default
methodology, reflects the modest reduction in outstanding debt in
the overall capital structure.

Moody's affirmed these ratings:

  -- Corporate Family Rating; B1

  -- Probability of Default Rating; B2

These ratings were upgraded:

-- $45 million senior secured revolver due November 2010, to
   Ba3 (LGD2, 27%) from B1 (LGD3, 33%)

  -- $366 million senior secured term loan due 2012, to Ba3 (LGD2,
     27%) from B1 (LGD3, 33%)

Headquartered in Charlotte, North Carolina, Polymer Group, Inc.,
is one of the world's leading producers of nonwoven materials.
The Company generated revenues in FY08 of $1.15 billion.


PRECISION PARTS: In Dispute With Cerion Over Purchase Price
-----------------------------------------------------------
Precision Parts International Services Corp. is in a courtroom
fight with the approved buyer, Cerion LLC, which is demanding an
$8.5 million reduction in the $18.5 million purchase price,
Bloomberg's Bill Rochelle reported.

According to the report, Cerion contends it's entitled to the
reduction under provisions in the contract calling for price
adjustments based on the level of accounts receivable and
inventory.  Precision Parts said in filing with the U.S.
Bankruptcy Court for the District of Delaware that the demand is a
"transparently manufactured" attempt to lower the price that isn't
grounded in the contract.

The bankruptcy judge has asked the parties to mediate.

Bankruptcy Law360 reports that the official unsecured creditors
committee in Precision Parts' cases has filed a motion to
intervene in the adversary proceedings opened by Cerion.

As reported by the Troubled Company Reporter on March 20,
Precision Parts won approval to sell six plants that produce auto-
parts to Cerion LLC for $18.5 million.  No competing bids were
made against Cerion's.

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

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

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

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


PRICE TRUCKING: Section 341(a) Meeting Slated for April 29
----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Price Trucking, Inc., and F.T. Silfies, Inc.'s Chapter 11 cases
on April 29, 2009, at 11:00 a.m., at 101 W. Lombard Street,
Garmatz Courthouse, 2nd Fl., No. 2650, Baltimore, Maryland.

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

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

Headquartered in Ogden, Utah, Price Trucking, Inc. --
http://www.pricetrucking.com/-- is a full service trucking
company that serves 48 states.  The Company holds permits for
hazardous waste transportation in most of the eastern half of the
United States.

Price Trucking, Inc., and F.T. Silfies, Inc., filed for separate
Chapter 11 protection on March 25, 2009, (Bankr. D. Md. Lead Case
No. 09-15044) J. Daniel Vorsteg, Esq., at Whiteford Taylor &
Preston represents the Debtors in their restructuring efforts.
The Debtors listed estimated assets of $10 million to $50 million
and estimated debts of $10 million to $50 million.


PRICE TRUCKING: Wants Schedules Deadline Moved to April 24
----------------------------------------------------------
Price Trucking, Inc., and F.T. Silfies, Inc., ask the U.S.
Bankruptcy Court for the District of Maryland to extend the
deadline to file schedules of assets and liabilities and statement
of financial affairs to 30 days after the petition date.

The Debtors were unable to complete and file the schedules and
statements due to limited staff available to perform the required
internal review of the Debtors' business and affairs, and other
matters incident to the commencement of these Chapter 11 cases.

The Debtors relate that they will work with the U.S. Trustee and
any appointed creditors committee to make available sufficient
financial data and creditor information to permit at least an
initial Section 341 meeting to be timely held.

Headquartered in Ogden, Utah, Price Trucking, Inc. --
http://www.pricetrucking.com/-- is a full service trucking
company that serves 48 states.  The Company holds permits for
hazardous waste transportation in most of the eastern half of the
United States.

Price Trucking, Inc. and F.T. Silfies, Inc. filed for separate
Chapter 11 protection on March 25, 2009 (Bankr. D. Md. Lead Case
No.: 09-15044).  J. Daniel Vorsteg, Esq. at Whiteford Taylor &
Preston represents the Debtors in their restructuring efforts.
In its bankruptcy petition, Price Trucking estimated assets of $10
million to $50 million and debts of $10 million to $50 million.


PRICE TRUCKING: Wants Whiteford Taylor as Bankruptcy Counsel
------------------------------------------------------------
Price Trucking, Inc., and F.T. Silfies, Inc., ask the U.S.
Bankruptcy Court for the District of Maryland to employ Whiteford,
Taylor & Preston, LLP, as counsel.

WT&P will:

   a) provide the Debtors legal advice with respect to their
      powers and duties as debtor and debtors-in-possession and
      in the operation of their businesses and management of
      their property;

   b) represent the Debtors in defense of any proceedings
      instituted in reclaim property or to obtain relief from the
      automatic stay;

   c) represent the Debtors in any proceedings instituted with
      respect to the Debtors' use of cash collateral;

   d) prepare any necessary applications, answers, orders,
      reports and other legal papers, and appear on the Debtors'
      behalf in proceedings instituted by or against the Debtors;

   e) assist the Debtors in the preparation of schedules,
      statement of financial affairs, and any amendments thereto
      which the Debtors may be required to file in these cases;

   f) assist the Debtors in the preparation of a Plan of
      Reorganization and disclosure statement;

   g) assist the Debtors with all legal matters, including, among
      others, all securities, corporate, real estate, tax,
      employee relations, general litigation, and bankruptcy
      legal work; and

   h) perform all of the legal services for the Debtors which may
      be necessary or desirable herein.

Brent C. Strickland, a partner at WT&P, tells the Court that the
hourly rates of the firm's professionals are:

     Lawyers                      $280 - $530
     Paralegals                      $210

No retainer was paid to WT&P, however, WT&P reserves the rights to
request a retainer from the Debtors if the facts and circumstances
so warrant.

Mr. Strickland assures the Court that WT&P is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Strickland can be reached at:

     Whiteford, Taylor & Preston, LLP
     Seven Saint Paul Street
     Baltimore, MD 21202-1636
     Tel: (410) 347-8700
     Fax: (410) 752-709

                    About Price Trucking, Inc.

Headquartered in Ogden, Utah, Price Trucking, Inc. --
http://www.pricetrucking.com/-- is a full service trucking
company that serves 48 states.  The Company holds permits for
hazardous waste transportation in most of the eastern half of the
United States.

Price Trucking, Inc. and F.T. Silfies, Inc. filed for separate
Chapter 11 protection on March 25, 2009 (Bankr. D. Md. Lead Case
No.: 09-15044).  J. Daniel Vorsteg, Esq. at Whiteford Taylor &
Preston represents the Debtors in their restructuring efforts.
In its bankruptcy petition, Price Trucking estimated assets of $10
million to $50 million and debts of $10 million to $50 million.


PRIMUS TELECOM: Protocol Limiting Trading In Securities Okayed
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
an interim basis on March 26, 2009, notice and hearing procedures
for trading in equity securities of Primus Telecommunications
Group, Incorporated and its affiliated debtors' estates, in order
to preserve and protect the Debtors'
valuable tax attributes.  These tax attributes include current
year net operating losses, NOL carryforwards, and built-in losses
estimated to be in excess of $240 million.

Under the Internal Revenue Code of 1986, as amended, the Debtors
and their estates are permitted to carry forward their net
operating losses to offset their future taxable income for up to
20 taxable years, thereby reducing their future aggregate tax
obligations and freeing up funds to meet working capital
requirements and service debt.

Such net operating losses may also be utilized by the Debtors to
offset any taxable income generated by transactions completed
during the Chapter 11 cases.

In its motion, the Debtors related that unrestricted trading of
Primus equity securities could adversely affect the Debtors' tax
attributes if too many 5% or greater blocks of equity securities
are created or too many shares are added to or sold from such
blocks, such that, together with previous trading by 5%
shareholders during the preceding three-year period, an ownership
change is triggered prior to consummation, and outside the
context, of a confirmed Chapter 11 plan.

Pursuant to the approved procedures, any person or entity who
currently is or becomes a Substantial Shareholder, must file with
the Court and serve on counsel to the Debtors, a notice of such
status on or before the later of (a) 20 calendar days after the
effective date of the notice of entry of this order or (b) 10
calendar days after becoming a Substantial Shareholder.

As defined in the Court's interim order, a Substantial Shareholder
is any person or entity which beneficially owns at least 6,775,046
shares (representing approximately 4.75% of all issued and
outstanding shares) of Primus common stock.

Except as otherwise provided in the order, any sale or other
transfer of equity securities in the Debtors in violation of the
procedures will be null and void ab initio as an act in violation
of the automatic stay under Sections 362 and 105(a) of the
Bankruptcy Code.

For the complete details regarding the procedures, a copy of the
Court's interim order is available for free at:

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

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicado, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.


PROPEX INC: Emerges From Bankruptcy After 14 Months
---------------------------------------------------
Propex Inc. will now operate outside of bankruptcy after spending
14 months under Chapter 11 protection.

The Chattanooga-based premier global supplier of polypropylene
fabrics and fibers for the geosynthetic, concrete, furnishings and
industrial markets used its time in protection to right size its
balance sheet, restructure its debt and create additional cash
flow.

Propex's assets were purchased by a fund managed by Wayzata
Investment Partners, a Minneapolis based private equity firm.
Under the new ownership, Propex emerges from bankruptcy with a
strong foundation and sufficient liquidity to aggressively expand
its market leadership.

"We are excited about the opportunity to work with Wayzata going
forward to grow the Propex business," Propex's Executive Vice
President and Chief Operating Officer Stan Brant said.

"We have made great strides in our restructuring to reposition
this company as the premiere supplier of polypropylene fabrics and
fibers.  Even in the current economic climate, our new capital
structure makes Propex a stronger company that is focused on
growth in our current markets as well as expanding into new ones,"
Mr. Brant stated.

Mr. Brant credits the loyalty of Propex's customers and business
partners and the commitment of its employees for the rapid and
successful restructuring.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


PROPEX INC: Wayzata's $82 Million Offer Tops Bidding
----------------------------------------------------
Wayzata Investment Partners offered $82 million for the assets of
Propex Inc. and won the bidding to acquire the company, according
to the Chattanooga Times Free Press.  The auction was held on
March 24, 2009.

The sale is subject to Court approval.

"[Wayzata is] going to continue to operate the company as a going
concern," the newspaper quoted the company's counsel, Henry Kaim,
Esq., of King & Spalding LLP, as saying.

Judge John C. Cook of the U.S. Bankruptcy Court for the Eastern
District of Tennessee approved the proposed bidding procedures for
the sale of substantially all of the assets of Propex Inc. and its
debtor affiliates.

Judge Cook also approved the proposed break-up fee for Xerxes
Operating Company, LLC, and Xerxes Foreign Holdings Corp. as the
stalking horse bidders.  The Xerxes Entities are majority-owned
by an affiliate of the DIP Agent, Wayzata Investment Partners
LLC.  The Break-Up Fee will constitute a superpriority
administrative expense obligation of the Debtors under Section
364(c) of the Bankruptcy Code.

Potential Bidders were required to deliver their bids March 18,
2009, along with certain requirements.  The Debtors had the right
to reject any Bid they deem does not comply with the Bid
Procedures.  An auction was to be held March 23 at the offices of
King & Spalding if other bids are timely received.  Only Xerxes
is authorized to make one or more Overbids at the Auction, which
will be deemed to include an amount equal to the Approved Breakup
Fee.

The Debtors caused a form of the Auction and Sale notice to be
sent by first-class mail postage prepaid to all notice parties.
The Debtors will also serve a notice of assumption, sale, and
assignment of designated unexpired leases and executory contracts
on each counterparty to a potential Designated Contract without
delay.

The Debtors will also attach to a Cure Amount Notice a
calculation of the cure amounts they believe must be paid to cure
all prepetition defaults with respect to each potential
Designated Contract.  In the event a Cure Amount Objection is
timely filed, the Cure Amount Objection must set forth:

-- the basis for the objection,

-- the specific amount the non-debtor party asserts is the
    correct Prepetition Cure Amount, and

-- appropriate documentation in support of the Prepetition Cure
    Amount.

If the Debtors and the non-debtor party to a potential Designated
Contract cannot consensually resolve the Cure Amount Objection,
the Successful Bidder or any other assignee will segregate any
disputed cure amounts pending the resolution of any disputes by
the Court or mutual agreement of the parties.

A full-text copy of the Approved Bid Procedures is available for
free at http://bankrupt.com/misc/Propex_BidProcedures.pdf

                     Right to Credit Bid

Before the Court entered its ruling, BNP Paribas Securities
Corp., as administrative agent for the Debtors' Prepetition
Lenders, and Black Diamond Capital Management, LLC, asserted that
the proposed Bid Procedures should be modified as it chills
competitive bidding and tilt the playing field unfairly to the
advantage of Xerxes, the stalking horse bidder.  The Lenders
opposed the Bidding Procedures to the extent that they (i)
prohibit credit bidding; (ii) include an unnecessary break-up
fee; (iii) prohibit bids for less than all of the Debtors'
assets; (iv) provide a cross-default provisions with respect to
the DIP Facility; and (v) rely on a stalking horse asset purchase
agreement that does not provide potential bidders with certainty
as to the purchase price they are bidding against or clarity as
to which assets and liabilities are being taken so as to allow
them to reasonably determine the price themselves.  On BNP
Paribas' behalf, Gene L. Humphreys, Esq., at Bass, Berry & Sims,
PLC, in Nashville, Tennessee, contended that the Debtors should
demonstrate "cause" to justify abrogating the right to credit
bid.  Moreover, in a supplemental statement, BNP Paribas asked
the Court to approve its right to credit bid.

Black Diamond told the Court it is interested in bidding for the
Debtors' assets, but asserted that approval of the Break-Up Fee
will be counterproductive.  "[T]he suggestion that paying a break
up fee to a party that has been at the table with the Debtors for
years runs counter to the spirit and purpose of break up fees,"
William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP,
in Nashville, Tennessee, said, on Black Diamond's behalf.

In response to the Lenders' argument, Henry J. Kaim, Esq., at
King & Spalding LLP, in Houston, Texas, asserted on the Debtors'
behalf, that credit bidding by the Prepetition Lenders is
inappropriate as it will create a disincentive for other
prospective purchasers to become involved in the auction process
and actively bid.  "This chilling effect is clear and inevitable
given the dominant size of the entirety of the Prepetition
Lenders' claim, tagged at $230 million, compared to the
reasonable range of value for the Assets," he elaborated.  He
added that credit bidding would be highly impractical because of
the large number of lenders and their varying debt amounts.  The
Court would have to approve a procedure to determine and verify
how much of the debt each lender holds, he pointed out.

Moreover, the Debtors maintained that the APA simply provides
that each purchaser, including Xerxes, has the ability to decide
which executory contract and unexpired lease it seeks to assume
as part of the acquisition.

For its part, Xerxes maintained that the APA resulted from
intensive, arm's-length negotiations.  Xerxes emphasized that
credit bidding creates the prospect of intra-lender disputes that
would only delay the auction process.  Xerxes also argued that it
is unfair for it -- having committed the time and resources to
execute a viable and straight-forward all-cash bid -- to compete
against a bid of perhaps unknowable value.  It also asserted that
the proposed Break-Up Fee is reasonable.

Upon deliberation, Judge Cook overruled the objections lodged by
BNP Paribas and Black Diamond.

                  Black Diamond Sought Discovery

In a Court filing dated March 17, 2009, Black Diamond asked the
Court to direct the Debtors and their financial advisor, Houlihan
Lokey Howard & Zukin, Inc., to provide discovery on, among other
things:

  -- communications between the Debtors and Xerxes and Wayzata
     on the stalking horse bid, including negotiations on the
     Wayzata APA;

  -- analyses of the amount of distributions the Debtors'
     creditors will receive if the Xerxes bid is consummated;
     and

  -- analyses on the liquidation value and net asset value of
     the Debtors.

In response, the Debtors sought a protective order to forbid and
quash Black Diamond's discovery requests and deposition notices.
The Debtors contend that Black Diamond has failed to demonstrate
a manifest need for the discovery.  To the contrary, the Debtors
maintain that the Discovery Request is inappropriate as Black
Diamond (i) did not provide proper notice, (ii) seek information
about another bidder prior to the auction, (iii) seek to cause an
undue burden on them, and (iv) appear to intend to disrupt the
sale process.

Black Diamond reacted that the Debtors' concern that Black Diamond
would obtain an unfair advantage in the bidding process if it
obtains the requested discovery is misplaced, because any
depositions will take place after the auction has been completed.

In a subsequent filing with the Court, Black Diamond withdrew its
discovery request.

                       Parties Oppose Sale

These entities expressed their objection to the sale of the
Debtors' assets.  They are:

  * Carl E. Levi, as trustee for Hamilton County, Tennessee
  * Jeff Davis County, Georgia
  * Pension Benefit Guaranty Corporation
  * Black Diamond Capital Management
  * BNP Paribas
  * Ace American Insurance Company

Carl E. Levi, in his capacity as trustee for Hamilton County,
Tennessee, and Jeff Davis County, Georgia, seek personal property
taxes owed by the Debtors to them and all accrued interest for tax
years 2007 and 2008 should be paid in full at the closing of any
sale, and that taxes for 2009 be adequately provided for.

Pension Benefit Guaranty Corporation avers that it has claims,
aggregating $20 million, against the Debtors with respect to two
pension plans they sponsored that are covered under Employee
Retirement Income Security Act.  Upon review, PBGC does not
believe the Sale Motion transfers or affects the assets or
obligations of Propex's foreign, non-debtor subsidiaries.  PBGC
thus objects to the Sale Motion to the extent any party seeks to
interpret it or the APA differently.

Black Diamond asserts that the consideration being provided under
the Wayzata/Xerxes APA is substantially less than the liquidation
value of the Senior Lenders' collateral.  Moreover, Black Diamond
contends that consummation of the Stalking Horse APA would result
in the payment of numerous administrative claims and prepetition
general unsecured claims.  Allowing the payment of junior
administrative and prepetition general unsecured claims outside
of a plan and without providing for the payment of superpriority
adequate protection claims is impermissible, Black Diamond
argues.

BNP Paribas maintains that the Stalking Horse APA does not
satisfy Section 363 of the Bankruptcy Code because the purchase
price is less than both the fair market value of the face amount
of the liens.

ACE American Insurance Company asked the Court to rule that (i)
the assets being sold do not include the ACE Program Agreements
and the ACE Insurance Policies; and (ii) the winning bidder will
maintain, and will provide ACE with reasonable access to any
business records which relate in any way to any claim made
against the ACE Insurance Policies.

ACE also reserves its right to deny coverage for otherwise-
covered claims under the ACE Insurance Policies to the extent a
sale of the Debtors' assets limits its ability to investigate
those claims.

           Wayzata & Debtors React to Sale Objections

Wayzata believes that the stream of discovery and objections
submitted by BNP Paribas and Black Diamond in relation to the
proposed sale potentially evidences an intent to obstruct the
auction process and push the Debtors' estates towards a
liquidation.

Wayzata asked the Court to determine whether the bids submitted by
Black Diamond and The Renco Group, Inc., fulfill the requirements
set forth in the Court-approved Bidding Procedures.  Wayzata
asserts that the lack of certainty around the ability of Black
Diamond and Renco to close on their proposal could harm the
Debtors' estates.  Thus, Wayzata asks the Court to:

  -- overrule the objections of Black Diamond and BNP Paribas
     to the Sale Motion;

  -- deny BNP Paribas' motion to credit bid;

  -- declare Black Diamond's bid and Renco's bid non-qualifying
     bids; and

-- require the Debtors to conform any competing bids.

In a separate filing, the Debtors also asked the Court to deny
Black Diamond's and BNP Paribas' objections.

                        BlueTex Responds

BlueTex LLC, a subsidiary of Thee Renco Group, Inc., asserts that
it submitted a bid for substantially all of the Debtors' assets
in full compliance with the Court-approved Bidding Procedures.
BlueTex contends that the equity commitment provided by Renco is
sufficient to allow BlueTex to consummate the purchase of the
Debtors' assets, independent of the availability of debt
financing from Wachovia Bank.

                          BDCM's Bid

The Debtors note that on March 18, 2009, Propex U.S. Acquisition,
LLC c/o Fund II, L.P., or otherwise referred to as BDCM wired a
$50,000 deposit as required by the Bidding Procedures.  It did
not, however, submit an asset purchase agreement or the other
required documents.

The Debtors asked the Court to rule that is not a Qualified Bid.
BDCM's Bid fails to address the Debtors' contracts in a manner
substantially the same or better than that of the other bidders,
leaving the Debtors' estate with, potentially substantial unpaid
administrative expense liabilities, Mr. Kaim argued.  "The BDCM
Bid appears to be essentially a liquidation proposal that is not
consistent with the overall 'going concern' approach approved by
the Court," he said.

The Debtors also sought a determination of whether the BDCM Bid
was submitted timely under the Bid Procedures Order.  The Debtors
said they do not object to allowing the BDCM Bid to be considered
as a Qualified Bid based on timeliness.  However, in fairness to
all parties, the Debtors urged the Court to determine whether
BDCM's Bid is a Qualified Bid based on the party's failure to
submit all documentation within the deadline.

BDCM said the Debtors' bid disqualification request is absurd and
unfounded as it violates the Debtors' fiduciary duty to maximize
value of their estates.  BDCM therefore asked the Court to deny
the Debtors' disqualification request.

Upon review, Judge Cook held that BDCM submitted a Qualified Bid
and may participate in the auction.

                        Proposed Sale Order

The Debtors' counsel filed with the Court a proposed order for the
sale of the Debtors' assets, a full-text copy of which is
available for free at:

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

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


PROPEX INC: Parties Balk at Assumption of Pacts as Part of Sale
---------------------------------------------------------------
In connection with the intention to sell substantially all of
their assets to the highest and best bidder, Propex Inc. and its
affiliates seek to assume, assign, and sell certain of their
unexpired leases, license agreements, and executory contracts,
free and clear of all liens, claims, encumbrances, and interests.

The Debtors delivered to Judge John C. Cook of the U.S. Bankruptcy
Court for the Eastern District of Tennessee a list of the
Contracts they want to assume, assign and sell and the
corresponding cure costs, a copy of which is available for free at
http://bankrupt.com/misc/Propex_ContractsLeases.pdf

The list includes the Debtors' insurance policies, corporate
policies and more than 170 contracts to be assumed.

                           Responses

A. Dell Financial

Dell Financial Services LLP says it does not object to the
assumption and assignment of its unexpired leases.  It, however,
objects to the $3,542 prepetition cure amount stated by the
Debtors.  It contends that the correct cure amount is $5,854.
DFS is a lease/finance company for Dell branded products, which
include computers, laptops, servers, and related peripheral
equipment.

In a separate Court filing, DFS also asserts that the Debtors owe
a lease obligation of $15,209 on account of SI Acquisitions.  The
Debtors acquired all of the outstanding capital stock of SI
Concrete Systems Corporation and SI Geosolutions Corporation in
January 2006.

B. SAP America

SAP America Inc. says it is unable, at this time, to make an
informed decision on whether to consent or not to the assumption
and assignment of a Software License Agreement it is a party to
with the Debtors, as the proposed assignee has not been
identified.  Nevertheless, SAP America maintains that the cure
amount for the Software License Agreement is $45,270.

C. AIU Companies

AIG, American International Specialty Lines Insurance Company,
National Union Fire Insurance Company, New Hampshire Insurance
Company, American International South Insurance Company,
Insurance Company of the State of Pennsylvania, AISLIC and
Commerce and Industry Insurance Company, and their affiliates
provide insurance coverage to the Debtors.

They assert that the Debtors have the burden of proving any cure
amount, and that the Debtors have not made a showing of "adequate
assurance."

The AIU Companies inform the Court that they have inadequate
information at this time on which to decide whether to consent or
to object to the assumption of their policies.

The AIU Companies reserve their right to object to any claim
asserted under the policies subsequent to any assignment of the
policies without their prior written consent.

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


QIMONDA NA: To Seek Final Approval of $40-Mil DIP Loan on April 13
------------------------------------------------------------------
Qimonda North America Corp and its affiliate, Qimonda Richmond
LLC, will present on April 13, 2009, at 3:30 p.m., before the
Hon. Mary F. Walrath of the United States Bankruptcy Court for the
District of Delaware, their request to obtain $40 million in
postpetition financing under the senior secured superpriority
debtor-in-possession loan security agreement dated March 26, 2009,
with a syndicate of financial institutions that include 1903
Onshore Funding LLC as initial lender and GB Merchant Partners LLC
as agent and arranger.  Objections to final approval of the DIP
Facility, if any, are due April 7, 2009, by 2:00 p.m.

The hearing will take place at the Bankruptcy Court, 824 Market
Street, 5th Floor, Courtroom 4 in Wilmington, Delaware.

Judge Walrath on March 27 entered an order allowing the Debtors to
access $20 million in financing on an interim basis.

According to the Troubled Company Reporter on March 19, 2009, in
papers filed with the Court, the Debtors related that the DIP
Facility is absolutely essential to maintaining the Debtors'
liquidity so they can continue to operate, wind-down and
eventually sell assets with minimal disruption.

The principal terms and conditions of the $40 million DIP Facility
are:

  Borrower     :  Qimonda North American Corp. and Qimonda
                  Richmond, LLC

  Lenders      :  GB Merchant Partners, LLC or any of its
                  affiliates and possibly, other banks to which
                  Agent may syndicate

  Amount       :  $40,000,000

  Maturity Date:  The date which is the earliest to occur of:

                  -- the one year anniversary of the entry of the
                     Interim Order;

                  -- 25 days after the entry of the Interim Order
                     if the Final Order has not been entered
                     prior to the expiration of such 25-day
                     period;

                  -- the effective date of a plan of
                     reorganization or liquidation that is
                     confirmed pursuant to an order entered by
                     the Bankruptcy Court in the cases; and

                  -- the acceleration of the DIP Loans in
                     accordance with the DIP Credit Agreements.

  Purpose      :  The Senior Credit Facility may be used for
                  working capital and general corporate purposes
                  consistent with the Budget, to pay transaction
                  costs, fees and expenses and to pay the costs
                  and expenses related to the administration of
                  the cases.

Interest and
Certain Fees   :  The DIP Loans will bear interest at a rate
                  equal to LIBOR plus the Applicable Margin.
                  Interest rate shall be paid on the last day of
                  each month during the term of the Senior DIP
                  Credit Facility and on the Termination Date.

Collateral     :  First priority lien on all tangible and
                  intangible property of the Debtors' respective
                  estates in the cases.

In addition, the Debtors are required to file a request seeking to
retain a joint venture of Advanced Technology Resource Group of
CMN Inc., dba Colliers International, Gordon Brothers Commercial &
Industrial Group LLC, and Emerald Technology Valuations LLC as
sale consultants to sell the Debtors' assets as a turn-key
operation in segments or individual equipment sale.  The request
was filed on March 18, 2009.  Gordon Brothers Commercial is an
affiliate of GB Merchant Partners.

Borrowers agree to pay, for GBMP's benefit and the ratable benefit
of any other Lenders, the fees set forth in the Rate and Fee
Letter.  This includes a non-refundable commitment fee in the
amount set forth in the Rate & Fee Letter, to be filed under seal
pursuant to the seal motion and the proposed seal order.

A full-text copy of the Debtors' Senior Secured Superpriority
Debtor-In-Possession Loan Security Agreement dated March 26, 2009,
is available for free at http://ResearchArchives.com/t/s?3aed

                            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.  Roberta A. DeAngelis, the United States Trustee for
Region 3, appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  Jones Day and Ashby & Geddes
represent the Committee.  In its bankruptcy petition, Qimonda
estimated assets and debts of more than $1 billion.


QUEBECOR WORLD: Posts $654.0 Million Fourth Quarter Loss
--------------------------------------------------------
Quebecor World Inc.'s results in the fourth quarter and for the
year ended December 31, 2008, are based on continuing operations
following the sale of its European business in June, 2008.

In the fourth quarter, Quebecor World reported a net loss from
continuing operations of $654.0 million or ($3.26) per share
compared to $1,802.6 million or ($13.69) per share in the fourth
quarter of last year.  Fourth quarter results included IAROC net
of income taxes of $118.1 million or $0.59 per share, compared to
$91.1 million or $0.69 per share in the same period in 2007 as
well as a goodwill impairment charge of $324.1 million in 2008
compared to $1,743.4 million net of income taxes in the same
period the previous year.  For the full year 2008, Quebecor World
reported a net loss from continuing operations of $943.9 million
or ($5.26) per share, compared to a net loss from continuing
operations of $1,837.4 million or ($14.10) per share for the same
period in 2007. The full year results incorporate IAROC net of
taxes of $165.9 million or $0.91 per share compared to
$157.2 million or $1.19 per share in 2007.  Excluding IAROC,
goodwill impairment charge and reorganization items, adjusted
diluted loss per share from continuing operations was ($2.06) in
2008 compared to adjusted diluted earnings per share from
continuing operations of $0.31 in 2007.  On the same basis,
adjusted operating income in 2008 was $121.0 million compared to
$169.3 million in 2007.  Consolidated revenues were $4.0 billion
compared to $4.7 billion in 2007.

In the fourth quarter, the Company generated consolidated revenues
from continuing operations of $1.0 billion compared to
$1.2 billion in 2007.  Operating income in the fourth quarter of
2008 before impairment of assets, restructuring and other charges
(IAROC) and goodwill impairment charge was $50.3 million compared
to $24.9 million in the fourth quarter of 2007.  Adjusted earnings
before interest, tax, depreciation and amortization (EBITDA) was
$118.3 million in the fourth quarter of 2008 compared to $137.9
million in the fourth quarter of 2007.  The lower adjusted EBITDA
in 2008 is principally due to decreased volumes, plant closures
and particularly in the fourth quarter, to the economic slowdown
affecting all sectors.  Despite a lower level of activity than
planned, the Company's adjusted EBITDA continued to be in line
with management's expectations and with the projections prepared
for the DIP financing when Quebecor World filed for creditor
protection on January 21, 2008.  In 2008, the Company aggressively
implemented cost reductions to offset lower volumes due to the
challenging economic environment.  Quebecor World reduced its
workforce by 12% during 2008. Major overhead cost reduction
programs have also been launched.  As a result, in the fourth
quarter, selling, general and administrative expenses decreased by
10.8% excluding the favorable impact of foreign exchange and
depreciation and amortization, compared to the same period in
2007.

The Company has been operating under creditor protection since its
initial filing in the U.S. and Canadian courts.  As stated in the
twenty-second Monitor's report, the Company had an unrestricted
cash balance of $200 million as of February 15, 2009.  In
addition, Quebecor World continues to have access to the Revolving
Loan Facility of up to $400 million.  On March 26, 2009, the
Company's exclusivity period under Chapter 11 in the U.S. to file
a Plan or Plans of Reorganization was extended to April 27, 2009.
As to the stay period in Canada, it has been extended again under
the CCAA process to May 31, 2009.

"Despite the difficult economic situation, we succeeded in
achieving our financial and operational goals in 2008. We reached
our financial targets and delivered on all our commitments to our
customers," commented Jacques Mallette President and CEO of
Quebecor World Inc.  "We managed to achieve these objectives while
dealing with the added complexity and challenges of operating
under court supervised creditor protection in both the United
States and Canada.  This is a tribute to our employees, our
customers, and our suppliers who have demonstrated their
confidence in us throughout this period.  Our industry, as
evidenced by the latest results and comments from our competitors,
is facing significant challenges in the current economic
environment.  However, we believe the actions we implement to
streamline and rightsize our cost structure should make us a
strong participant in our industry."

In the fourth quarter, the Company continued to focus on renewing
major customers, gaining new ones and improving efficiency across
all its business groups by reducing costs, improving processes and
maximizing the performance of its manufacturing platform.

In the fourth quarter, the Company further demonstrated its
commitment to its customer base by the significant investment in
new equipment to help its customers achieve their business goals.
Quebecor World announced the purchase of three new state-of-the-
art short cutoff retail offset presses to further enhance its
industry leading U.S. and Canadian retail insert platforms.  This
investment will provide customers with a new format capability to
reduce paper consumption, shorten cycle time and reduce delivery
costs.  The first of these new presses is scheduled to be
operational early in the third quarter of 2009.  Also in the
fourth quarter 2008, the Company continued to expand its
Integrated Multichannel Solutions offering to help retailers
achieve maximum return on their marketing investment through
integrated solutions that target an ever-changing consumer across
multiple channels.  Quebecor World publishing and catalog
customers are also able to realize greater postal savings with the
addition of two new 30-pocket machines in the recently opened
Somerset, New Jersey consolidation facility.  This additional co-
mail capacity gives more customers an opportunity to mitigate the
impact of the additional postage costs during these challenging
economic times.

                      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.


ROBBINS BROS: Gets Final OK to Use Sec. Lenders Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of District of Delaware
has granted Robbins Bros. Corporation final authority to use
Secured Lenders' cash collateral, in accordance with a budget.
Secured lenders are Well Fargo Bank, National Association, Paradox
Syndication LLC, Weston Presidio Capital IV, L.P., and WPC
Entrepreneur Fund II, L.P.

The Debtors require the use of cash collateral to pay the
reasonable and necessary expenses and to pay ongoing
administrative expenses.

Except with the prior written consent of Secured Lenders, Debtor
are not allowed to make expenditures of cash collateral that would
exceed any line item of the budget by more than 15%.

As adequate protection for any diminution in the value of the
collateral, each of the secured lenders are granted replacement
liens in all of the Debtor's post-petition assets, except for
avoidance actions, subordinate only to the Carve Outs for the
payment of U.S. Trustee Fees, Court fees, professional fees, and
all tax obligations owed to governmental taxing authorities.

The replacement liens in favor of Weston Presidio and WPC will be
junior to the replacement liens in favor of Wells Fargo and
Paradox.

As further adequate protection, to the extent of any diminution of
the collateral, secured lenders are granted a superpriority claim
pursuant to Sec. 507(b) of the Bankruptcy Code.  The Debtor shall
also make adequate protection payments to Wells Fargo in the
amount set forth in the budget.

The authority to use cash collateral will automatically terminate
upon:

  a) the appointment of a Chapter 11 trustee or examiner;

  b) the conversion to Chapter 7 or dismissal of the Debtor's
     case;

  c) the termination of the Asset Purchase Agreement of the
     stalking horse bidder or the successful bidder for the sale
     of the Debtor's assets, or the termination of the Sec. 363
     sale process;

  d) the commencement by the Debtor of any adversary proceeding
     or contested matter against any of the Secured Lenders with
     respect to the secured lenders' claims or security interests.

As reported in the Troubled Company Reporter on March 9, 2009,
the Court authorized Robbins Bros. Corporation to access, on an
interim basis, cash collateral securing repayment of
secured loans to its prepetition lenders until May 3, 2009.

A full-text copy of the Debtor's cash collateral budget is
available for free at:

    http://bankrupt.com/misc/Robbins.CashCollateralBudget.pdf

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on
March 3, 2009 (Bankr. D. Del. Case No. 09-10708).  Bruce Grohsgal,
Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young &
Jones represent the Debtor as counsel.  Omni Management Group LLC
is the Debtor's Claims, Noticing and Balloting Agent.  Deloitte
Financial Advisory Services LLP serves as Bankruptcy Reporting
Advisor.  Deloitte Tax LLP is the Debtor's Tax Advisor.  William
Blair & Company, L.L.C. serves as Investment Banker.  The Debtor
listed assets of $50 million to $100 million and debts of
$50 million to $100 million.


ROBBINS BROS: Sec. 341(a) Meeting of Creditors Set for April 15
---------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, will convene a meeting of Robbins Bros. Corporation's
creditors on April 15, 2009, at 2:00 p.m., at the J. Caleb Boggs
Federal Building, 844 King Street, 2nd Floor, Room 2112, in
Wilmington, Delaware.

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

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

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- aka William Pitt, Inc. sells
jewelries.  The Debtors filed for Chapter 11 protection on
March 3, 2009 (Bankr. D. Del. Case No. 09-10708).  Bruce Grohsgal,
Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young &
Jones represent the Debtor as counsel.  Omni Management Group LLC
is the Debtor's Claims, Noticing and Balloting Agent.  Deloitte
Financial Advisory Services LLP serves as Bankruptcy Reporting
Advisor.  Deloitte Tax LLP is the Debtor's Tax Advisor.  William
Blair & Company, L.L.C. serves as Investment Banker.  The Debtor
listed assets of $50 million to $100 million and debts of
$50 million to $100 million.


ROBBINS BROS: U.S. Trustee Appoints 7-Member Creditors Panel
------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
appointed 7 creditors to serve on the official committee of
unsecured creditors in Robbins Bros. Corporation's Chapter 11
case.

The Creditors Committee members are:

     a) Leo Schachter Diamonds, LLC
        Attn: Jay I. Weinblatt
        579 Fifth Avenue
        New York, NY 10017
        Tel: (212) 981-1887
        Fax: (212) 668-3174

     b) Moshe Namdar & Co. (USA) Inc.
        Attn: Laurence Liebman
        579 Fifth Ave., Suite 602
        New York, NY 10017
        Tel: (212) 759-0500
        Fax: (212) 759-0100

     c) R&R Grosbard Inc.
        Attn: Richard Grosbard
        1185 Avenue of the Americas
        20th Floor, New York, NY 10036
        Tel: (212) 575-0077
        Fax: (212) 704-0738

     d) Nelson Jewellery Arts Co., Ltd.
        Attn: Kenneth R. Wilson
        631 S. Olive St., Suite 900
        Los Angeles, CA 90014
        Tel: (213) 489-3323
        Fax: (213) 489-1832

     e) Scott Kay Inc.
        Attn: Jeffrey Simon
        780 Palisade Avenue
        Teaneck, NJ 07666
        Tel: (201) 287-0100
        Fax: (201) 287-1617

     f) Twinklediam, Inc.
        Attn: Mr. Parag Vora
        529 Fifth Avenue
        New York, NY 10017
        Tel: (212) 599-4240
        Fax: (212) 490-4141

     g) Frederick Goldman, Inc.
        Attn: Richard Goldman
        154 West 14 th St.
        New York, NY 10011
        Tel: (212) 807-2007
        Fax: (212) 807-2239

                  About Robbins Bros. Corporation

Headquartered in Azusa, California, Robbins Bros. Corporation --
http://www.robbinsbros.com/-- also known as William Pitt, Inc.,
sells jewelry.  The Debtors filed for Chapter 11 protection on
March 3, 2009 (Bankr. D. Del. Case No. 09-10708).  Bruce Grohsgal,
Esq., and Michael Seidl, Esq., at Pachulski, Stang, Ziehl Young &
Jones represent the Debtor as counsel.  Omni Management Group LLC
is the Debtor's Claims, Noticing and Balloting Agent.  Deloitte
Financial Advisory Services LLP serves as Bankruptcy Reporting
Advisor.  Deloitte Tax LLP is the Debtor's Tax Advisor.  William
Blair & Company, L.L.C., serves as Investment Banker.  The Debtor
listed assets of $50 million to $100 million and debts of $
50 million to $100 million.


S&K FAMOUS: Pays Off Secured Debt & Sells Headquarters
------------------------------------------------------
S&K Famous Brands Inc. has fully paid off its secured debt this
week, achieving a key milestone in the Company's Chapter 11
restructuring efforts.  The sale of the S&K headquarters building
and retail store in Glen Allen, Virginia, was also completed and
closed this week.  S&K will lease back office, warehouse, and
retail space from the new owner on favorable terms.

S&K has also successfully introduced several new contemporary
clothing brands to better serve customers who are looking for
unique, affordable options for casual and weekend wear.

Joseph A. Oliver III, President and Chief Executive Officer,
commented, "We have paid off over $24 million in bank loans since
last June and are very pleased to be free of bank debt and Wells
Fargo Retail Finance at this critical time.  Successfully
reorganizing our company and exiting from bankruptcy will depend
on our ability to raise new equity or debt financing, or sell the
business, in the near term.  We are looking for a lender or an
investor group who values our extremely loyal customer base and
understands the growth potential in this company.  All our efforts
are dedicated towards securing financing during the coming weeks."

"In addition, we are pleased by the positive response from
customers to our new casual, non-tailored clothing and accessories
lines.  Since last fall, we have introduced contemporary
collections of jeans, casual shirts, jackets and suit separates
(suits that can be purchased off the rack and do not require
tailoring) under popular designer labels at great values.  We
heard from our customers that they were looking for more unique,
affordable clothing ideas that stood apart from the typical
department store or big box retailer assortment.  These casual
designer lines fit our positioning as a specialty retailer for the
customer who wants to express his own individual style and still
achieve great value on his clothing purchases," Mr. Oliver said.

Several new lines that S&K Menswear has introduced include:

     * Michael Brandon -- a new collection of denim, shirts,
       jackets and suit separates that reflect a youthful, fresh
       twist on classic styles.

     * Pop-Icon -- includes premium denim and shirts that mix
       1960's idealism and today's modern edge to create a blend
       of artistic and innovative styling.

     * 191 Unlimited -- clothing that reflects unique, embroidery,
       and screen printing with contrasting fabrics, offering a
       flattering fit, cutting edge details, and unparalleled
       comfort.

     * Michael Kors -- a recognized leader in producing polished,
       sleek tailored clothing that conveys a luxury, jet-set
       lifestyle.

     * Reaction by Kenneth Cole -- a great American brand with an
       urban, modern edge with tailored fits and neutral color
       palettes.

     * Sean John -- includes sophisticated fashion-forward dress
       clothing that reflects a unique urban sensibility and
       style.

                    About S&K Famous Brands

Headquartered in Glen Allen, Virginia, S & K Famous Brands, Inc. -
- http://www.skmenswear.com/-- sells men's swimwear.  The Debtor
filed for Chapter 11 protection on Feb. 9, 2009, (Bank. E.D. Va.
Case No.: 09-30805) Lynn L. Tavenner, Esq., Paula S. Beran, Esq.,
at Tavenner & Beran, PLC and McGuireWoods LLP represent the Debtor
in its restructuring efforts.  Its financial advisor is Alvarez &
Marsal North America LLC.  The Debtor's DIP Lender is Wells Fargo
Retail Finance LLC as administrative and collateral agent.   The
Debtor listed total assets of $41,440,100 and total debts of
$35,499,00.


SABRE HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on travel
distribution company Sabre Holdings Corp., including the long-term
corporate credit rating to 'B' from 'B+'.  All ratings were
removed from CreditWatch, where they were placed with negative
implications on Nov. 10, 2008.  The outlook is negative.

"The rating actions are based on a weaker-than-expected financial
profile primarily because of a significant decline in travel
bookings that began in the fourth quarter of 2008, with further
weakness anticipated well into 2009, caused by the global economic
recession; and incremental debt," said Standard & Poor's credit
analyst Betsy Snyder.  As a result, Sabre's financial profile,
which had improved somewhat due to debt reductions and strong
earnings after its leveraged buyout in March 2007, weakened in
2008.  "We expect continued weakness in the company's financial
profile in 2009, with only modest improvement for 2010," the
analyst continued.  Indeed, if the recovery in travel is weaker
than anticipated or takes longer to occur, resulting in continued
pressure on the company's financial profile, S&P could lower
ratings further.

The ratings on Southlake, Texas-based Sabre Holdings Corp., and
its major operating subsidiary, Sabre Inc., reflect a highly
leveraged financial profile and limited access to capital after
its 2007 acquisition by private equity firms; and the cyclical
nature of the travel industry, in which the company participates
as a distributor and marketer.  Ratings also incorporate the
company's leading position in this segment of the travel market,
and the free cash flow this business typically generates.  Sabre's
businesses include GDS (global distribution systems used by travel
agents), on-line travel distribution (Travelocity), and solutions
and consulting for travel providers.

Silver Lake Partners and Texas Pacific Group acquired Sabre in
March 2007 for approximately $5.4 billion, including the
assumption of approximately $900 million of debt.  The acquisition
was financed through $3 billion of incremental debt and $1.5
billion of sponsor equity.  This resulted in a significant
weakening in the company's previously strong financial profile.

S&P expects the ongoing significant decline in travel demand to
hurt Sabre's revenues, earnings, and cash flow through at least
2009, with only modest improvement in 2010.  As a result, S&P
doesn't foresee any material debt reduction or improvement in the
company's financial profile until 2011.  If the decline in travel
is longer and deeper than expected, resulting in debt to EBITDA of
more than 9x on a sustained basis, S&P could lower the ratings.
Conversely, if travel demand recovers more rapidly or if the
company realizes better-than-expected cost reductions, resulting
in improved free cash flow and greater-than-required debt
amortization, S&P could revise the outlook to stable.  For
example, S&P could revise the outlook to stable if debt to EBITDA
declines to below 8x.  However, even with a greater-than-expected
decline in EBITDA and a tightening leverage covenant in its credit
facility, S&P believes the company will continue to have adequate
cushion through 2009.


SPANSION INC: Bankruptcy No Reason for Drastic Redesign
-------------------------------------------------------
The bankruptcy of Flash Memory manufacturer Spansion Inc. is
leaving OEMs wondering how they can continue production of designs
that rely on the Company's components.  The specialized Memory
Distributor, Memphis Electronic is ready to recommend drop in
replacements to facilitate seamless continuation of production.

"In most cases we can offer drop in solutions from Amic, EON and
other manufacturers already on our linecard.  We are also urging
these Flash Manufacturers to bring more Spansion alternatives to
the market.  Additionally, we are helping our customers with the
procurement of remaining stock, by offering advice on design
changes which will require the least effort," said Thorsten
Wronksi, President, Memphis Electronic AG.

Currently, some manufacturers are issuing production guarantees to
assuage customer concerns.  "For example, Amic guarantees the
production of 5V Flashes for the next five years, and is
entertaining the idea of developing new 16Mbit and 32Mbit 5V
Flashes -- assuming enough of our customers express interest,"
added Mr. Wronski.  "Shortly we will be able to offer the first
samples from EON of their Spansion S29GL compatible Uniform-Sector
Flashes."

                   About Memphis Electronic AG

Memphis Electronic AG -- http://www.memphis.ag/english-- was
founded in 1991 as a distributor of memory modules. Because of the
rising demand for memory ICs Memphis began developing and
producing its own memory modules.  Later, the company expanded its
operations to include distribution of products purchased directly
from IC manufacturers.  Memphis Electronic AG has branches and
logistics centres in Bad Homburg, Germany; London, UK; Barcelona,
Spain; Hong Kong, China; and Houston, USA.  As a special
distributor of memory products Memphis Electronic can offer its
customers products that are best suited to the current market
situation.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions
for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  As of Sept. 30, 2008, Spansion
disclosed total assets of $3,840,000,000, and total debts of
$2,398,000,000.


SPANSION INC: Sec. 341 Meeting of Creditors Set for April 14
------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, will convene a meeting of the creditors of Spansion
Inc., and its debtor affiliates on April 14, 2009, at 9:00 a.m.,
in Room 2112 at J. Caleb Boggs Federal Building, located at 844
King Street, in Wilmington, Delaware.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions
for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  The United States Trustee has appointed
an official committee of unsecured creditors in the case.  As of
Sept. 30, 2008, Spansion disclosed total assets of $3,840,000,000,
and total debts of $2,398,000,000.


SPANSION INC: Can Use Lenders' Cash Collateral Until May 19
-----------------------------------------------------------
Judge Kevin J. Carey of the United States Bankruptcy Court for the
District of Delaware issued a second interim order authorizing
Spansion Inc., and its debtor affiliates to use cash collateral
for not more than $200,000,000 in accordance with the budget, a
full-text copy of which is available for free at:

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

Judge Carey held that the Second Interim Order will immediately
terminate on that date on which the first of these dates occurs:

    (i) May 19, 2009;

   (ii) the date on which the Court terminates the
        authorization;

  (iii) in the event the Debtors breach any of their obligations
        under the Second Interim Order, the date that is five
        business days after the Debtors and the Official
        Committee of Unsecured Creditors receive written notice
        from the Prepetition Agent, the Ad Hoc Consortium and
        the Floating Rate Notes Trustee that it has terminated
        its consent to use Cash Collateral;

   (iv) the date that is five business days after counsel to the
        Debtors and counsel to the Committee receive written
        notice from the Prepetition Agent that it is withdrawing
        its consent to use Cash Collateral; and

    (v) the date on which the Debtors breach their obligations.

As adequate protection, the Debtors will grant replacement liens
to the Prepetition Lenders on all property and assets of the
Revolving Obligors -- assets under the Prepetition Credit
Agreement, and all proceeds, rents, or profits that were subject
to the Prepetition Lender Liens and additional liens to the
Prepetition Lenders on all of the Revolving Obligors'
unencumbered assets.

As adequate protection, the Debtors that have granted liens to
the FRN Trustee or the FRN Noteholders on account of FRNs will
grant replacement liens to the FRN Trustee and the FRN
Noteholders on all property and assets of the FRN Obligors, and
all proceeds, rents and profits that were subject to the FRN
Noteholders' liens on the Noteholder collateral and additional
liens to the FRN Noteholders on all of the FRN Obligors'
unencumbered assets.

If the Debtors reject any of the equipment leases pursuant to
Section 365 of the Bankruptcy Code before the Termination Date or
a final order is entered recharacterizing any Equipment Leases,
avoiding any lien on the Prepetition Lender Collateral securing
any obligations under the Equipment Leases or determining that
the obligations of any of the Revolver Obligors under the
Equipment Leases does not constitute Prepetition Revolver
Indebtedness:

  (i) the Debtors will no longer be required to make monthly
      rental payments required under the Equipment Leases that
      were rejected; and

(ii) the Prepetition Agent will not have right to withdraw its
      consent to use cash collateral by giving written notice to
      the Debtors and the Committee.

A full-text copy of the Second Cash Collateral Order available for
free at:

     http://bankrupt.com/misc/Spansionh_2ndCashCollateralOrd.pdf

Prior to the Court's entry of the Interim Order, the Official
Committee of Unsecured Creditors and Bank of America, N.A. filed
objections with the Court.

In its objection, the Committee said it has been working closely
with the Debtors to obtain requisite information to be able to
evaluate the proposed use of cash collateral.  Blake M. Cleary,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, proposed attorney for Committee, told the Court that
the Debtors have agreed to certain requests by the Committee and
the Committee is hopeful that additional issues will be resolved.

Mr. Cleary asserted that the relief sought by the Debtors goes
beyond the scope of the relevant Bankruptcy Code provisions;
unnecessarily impairs the ability of the Committee to safeguard
the interests of the creditors generally; would unduly tie the
hands of the Committee in its later pursuit of certain rights and
remedies should circumstances so dictate; and in the case of
certain new collateral being granted as adequate protection, may
trigger unintended adverse tax consequences for the Debtors.

Accordingly, the Committee noted, a further interim order and any
final order should be entered with these modifications,
clarifications and protections:

  (a) Budget must be subject to its review and input;

  (b) Payment to foreign subsidiaries must be separately
      disclosed and capped for each individual entity;

  (c) Professional Fee Requests must be submitted in advance;

  (d) The Interim Order did not provide for any Carve-Out from
      the prepetition secured parties' liens and claims.  The
      Committee reserves its rights to challenge the amount of
      the proposed Carve-Out, formulation of any Carve-Out and
      any caps on the Committee's ability to investigate the
      Prepetition Secured Parties;

  (e) The grant of an additional 35% equity interest to the
      Prepetition Lenders and FRN Noteholders should not be
      authorized;

  (f) Until a determination is made that each of the Debtors are
      obligors or otherwise have pledged their asserts to the
      FRN or the Prepetition Lenders, the replacement liens and
      adequate protection liens should be limited and should not
      be a blanket grant on behalf of all the Debtors;

Bank of America, for its part, as prepetition agent under the
Prepetition Credit Agreement, objected on procedural,
substantive, and due process grounds to the extensive difference
between the relief requested in the motion and the contents of
the draft orders.

Judge Carey held that all objections to the entry of the Second
Interim Order that have not been withdrawn are overruled,
provided that all parties-in-interest reserve their right to
object on any grounds to any further interim or final
authorization to use Cash Collateral.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, had submitted with the Court a certification of counsel
regarding the second interim order authorizing the Debtors to use
cash collateral.

A final hearing on the request has been scheduled for April 23,
2009, at 4:00 p.m.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions
for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  The United States Trustee has appointed
an official committee of unsecured creditors in the case.  As of
Sept. 30, 2008, Spansion disclosed total assets of $3,840,000,000,
and total debts of $2,398,000,000.


SPANSION INC: Commences Review on Leases; Rejects Equipment Pacts
-----------------------------------------------------------------
Spansion Inc. and its affiliates have begun a comprehensive review
of their executory contracts and leases to determine which to
assume and which to reject.  As a result of their preliminary
review, the Debtors have decided to reject leases that are of no
benefit to their estates.

Pursuant to Section 365 of the Bankruptcy Code, the Debtors seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to reject 19 leases, nunc pro tunc to the Petition Date.
A full-text copy of the Leases and its corresponding monthly
rentals are available for free at:

   http://bankrupt.com/misc/Spansion_1stEquipmetnLeases.pdf
   http://bankrupt.com/misc/Spansion_MonthlyRentals.pdf

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions
for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  The United States Trustee has appointed
an official committee of unsecured creditors in the case.  As of
Sept. 30, 2008, Spansion disclosed total assets of $3,840,000,000,
and total debts of $2,398,000,000.


SPANSION INC: Seeks to Employ Duane Morris as Delaware Counsel
--------------------------------------------------------------
Spansion Inc. and its affiliates seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Duane
Morris LLP as their attorneys, nunc pro tunc to the Petition Date,
pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code.

The Debtors selected Duane Morris because:

  (i) they have consulted the firm prior to the Petition Date
      with respect to, among other things, advise regarding a
      host of issues related to restructuring efforts and the
      preparation for the petition and prosecution of the
      Chapter 11 cases;

(ii) the firm and its attorneys that have been assigned to the
      Chapter 11 cases have considerable experience in the
      Chapter 11 reorganization cases and the fields of debtors'
      and creditors' rights generally;

(iii) the firm does not hold or represent any adverse interest;
      and

(iv) the firm is a "disinterested person" as defined in Section
      101(14) of the Bankruptcy Code.

As attorneys, Duane Morris will:

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

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

  (c) take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against
      the Debtors, and representing the Debtors' estates in
      negotiations concerning all litigation in which the
      Debtors are involved, including objections to claims filed
      against the estates;

  (d) prepare and review all motions, applications, answers,
      orders, reports, and papers necessary to the
      administration of the Debtors' estates;

  (e) take any necessary action on behalf of the Debtors to
      obtain approval of a disclosure statement and confirmation
      of the Debtors' estates;

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

  (g) appear before the Court, any appellate courts, and the
      United States Trustee, and protect the interest of the
      Debtors' estates before those Courts and the United States
      Trustee; and

  (h) perform all other necessary legal services for the Debtors
      in connection with the Chapter 11 cases, including
      analyzing the Debtors' leases and executory contracts and
      the assumption or assignment, analyzing the validity of
      liens against the Debtors, and advising on corporate,
      litigation, environmental, and other legal matters.

The Debtors propose to pay Duane Morris based on the firm's
current hourly rates:

  Professional                Rate/Hour
  ------------                ---------
  Partners                    $340-$830
  Of Counsel                  $300-$775
  Special Counsel             $295-$640
  Associates                  $220-$510
  Paralegals                  $135-$290
  Legal Assistants            $125-$225

The Debtors will also reimburse Duane Morris for actual,
necessary expenses and other charges incurred.

The principal attorneys presently designated to represent the
Debtors and their current hourly rates are:

  Attorney               Rate/Hour
  --------               ---------
  Michael R. Lastowski     $675
  Richard W. Riley         $540
  Sommer L. Ross           $340
  Adrian C. Maholchic      $305

The Debtors relate they have paid Duane Morris $150,000 on
February 26, 2009, to be applied to fee charges, and
disbursements incurred for the period prior to the Petition Date
and to pay the Chapter 11 filing fees incurred upon the
commencement of the Chapter 11 cases.

Michael R. Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, assures the Court that his firm is a " disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions
for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  The United States Trustee has appointed
an official committee of unsecured creditors in the case.  As of
Sept. 30, 2008, Spansion disclosed total assets of $3,840,000,000,
and total debts of $2,398,000,000.


SPORTSMAN'S WAREHOUSE: Section 341(a) Meeting Slated for April 16
-----------------------------------------------------------------
Roberta DeAngelis, the acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Sportsman's Warehouse, Inc.'s
Chapter 11 case on April 16, 2009, at 9:00 a.m. at J. Caleb Boggs
Federal Building, 2nd Floor, Room 2112, Wilmington, Delaware.

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

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

Headquartered in Midvale, Utah, Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates sell
indoors and outdoor gears and equipment. The Companies filed for
Chapter 11 bankruptcy protection on March 20, 2009 (Bankr. D.
Delaware Bankr. Case No. 09-10990). Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher assists the Companies in their
restructuring efforts.  The company listed assets of
$436 million against debt totaling $452 million as of Dec. 31.,
2008.


STANDARD PACIFIC: S&P Cuts Ratings on Senior Notes to 'CCC-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Standard Pacific Corp.'s senior unsecured notes to 'CCC-' from
'CCC' and removed the rating from CreditWatch, where it was placed
with negative implications on March 4, 2009.  At the same time,
S&P lowered its recovery rating on the debt to '5' from '4',
indicating that senior noteholders can expect modest (10%-30%)
recovery in the event of a payment default.

S&P lowered these ratings on Standard Pacific's senior unsecured
debt after the Irvine, California-based homebuilder released
financial for its fiscal year ended Dec. 31, 2008, and after S&P
analyzed the recovery prospects for senior unsecured creditors.

Standard Pacific is a moderately sized homebuilder that delivered
4,607 homes during 2008 at an estimated average sales price of
$330,000.  S&P's 'CCC' corporate credit rating on Standard Pacific
reflects deteriorating conditions in many of the company's key
housing markets, diminished prospects for positive cash flow in
the near term, and a highly leveraged balance sheet.

           Rating Lowered And Removed From Creditwatch

                     Standard Pacific Corp.

                                 Rating
                                 ------
                            To              From
                            --              ----
         Sr. unsecured      CCC-            CCC/Watch Neg
                           (Recov rtg: 5)  (Recov rtg: 4)


STARWOOD HOTELS: Moody's Downgrades Senior Ratings to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service downgraded Starwood Hotels & Resorts
Worldwide, Inc.'s senior unsecured ratings to Ba1, and assigned a
Ba1 Corporate Family rating and Ba1 Probability of Default rating.

"The downgrade reflects Moody's expectation of a deeper and more
prolonged downturn in travel demand that will cause Starwood's
credit metrics to remain outside levels appropriate for the former
rating category" stated Peggy Holloway, Senior Credit Officer at
Moody's.  Moody's anticipates revenue per available room in 2009
could drop approximately 17% before stabilizing later in 2010.  As
a result, Starwood's debt/EBITDA could rise slightly above 4.5
times (incorporating Moody's standard analytic adjustments).
Given Moody's view that industry conditions will remain challenged
into 2010, the company's debt/EBITDA could remain above 4.0 times
into 2011 (incorporating Moody's standard analytic adjustments).

Starwood has a reasonable chance of reducing absolute debt levels
by securitizing timeshare receivables, selling assets, and
reducing capital spending.  However, given the challenged credit
and economic environment there is a material level of execution
risk related to the timing and likely proceeds from such activity.
In light of these challenges, Starwood is more appropriately
positioned in the Ba1 rating category.

Moody's assigned a Speculative Grade Liquidity rating of SGL-3
which reflects adequate liquidity.  Starwood is expected to fund
all of its capital spending and dividend from cash on hand and
cash from operations.  However, the company will be reliant upon
its revolving credit facility to fund its term loan maturity in
the second quarter of 2009.  The company is in the process of
amending its financial covenants which, if passed, will improve
the cushion under the debt/EBITDA covenant.

The rating outlook is stable reflecting Moody's expectation that
Starwood will be able to reduce debt levels modestly to offset
some of the anticipated deterioration in earnings and amend its
leverage covenant.  If industry conditions worsen beyond Moody's
expectations, Starwood's rating would face downward rating
pressure.

Starwood Hotels & Resorts Worldwide, Inc.

Ratings assigned:

  -- Corporate Family rating at Ba1
  -- Probability of Default rating at Ba1
  -- Speculative Grade Liquidity rating at SGL-3

Ratings downgraded, assessments assigned:

  -- Senior unsecured bonds and debentures to Ba1, (LGD 4, 56%)
     from Baa3

-- Senior unsecured shelf to (P) Ba1, (LGD 4, 56%) from (P)
   Baa3

  -- Senior subordinate shelf to (P) Ba2, (LGD 6, 97%) from (P)
     Ba1

Ratings confirmed, assessments assigned:

  -- Preferred debt shelf at (P) Ba2, (LGD 6, 97%)

Moody's last rating action on Starwood took place on February 2,
2009 when the company's ratings were placed on review for possible
downgrade.

Starwood Hotels & Resorts Worldwide, Inc., headquartered in White
Plains, New York, is a leading hotel company with approximately
900 properties in more than 100 countries.


STRATEGIC CAPITAL: Weiss Ratings Assigns "Very Weak" E- Rating
--------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Champaign, Ill.-based
Strategic Capital Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Strategic Capital Bank is not a member of the Federal Reserve, and
is primarily regulated by the Federal Deposit Insurance
Corporation.  The institution was established on Nov. 1, 1999, and
deposits have been insured by the FDIC since that date.  Strategic
Capital Bank maintains a Web site at http://www.strategiccap.com/
and has one office located in Illinois.

At Dec. 31, 2008, Strategic Capital Bank disclosed $598 million in
assets and $581 million in liabilities in its regulatory filings.


SUN-TIMES MEDIA: Files for Chapter 11; to Divest Assets
-------------------------------------------------------
Sun-Times Media Group, Inc. and certain affiliates filed voluntary
petitions under Chapter 11 of the U.S. Bankruptcy Code.  The
filing was made in the U.S. Bankruptcy Court for the District of
Delaware.

The Company and its principal operating subsidiary, the Sun-Times
News Group, will continue to operate its newspapers and online
sites as usual while it focuses on further improving its cost
structure and stabilizing operations.  The Company has retained
Rothschild Inc. to commence a process for the sale of assets
pursuant to Section 363 of the U.S. Bankruptcy Code.  The Company
believes it has sufficient financial resources to continue
customary day-to-day operations during this process.

The Company operates 59 newspapers and their corresponding online
sites.  Those titles include: the Chicago Sun-Times, the
SouthtownStar, Beacon News (Aurora), Courier-News (Elgin), Herald
News (Joliet), Lake County News-Sun (Waukegan), Naperville Sun,
Post-Tribune(Merrillville, Ind.), and weeklies published by
Pioneer Press and Fox Valley Publications. The Company also
publishes free shoppers and content on all of its corresponding
online news sites and other sites such as YourSeason.com.

As reported by the Troubled Company Reporter on December 23, 2008,
Davidson Kempner Capital Management LLC sent to shareholders of
Sun-Times Media a letter regarding its consent solicitation to
reconstitute the Sun-Times' board of directors.  The firm said its
consent solicitation provides shareholders with the opportunity to
reconstitute the Board of Directors and quickly put in place the
necessary combination of publishing, financial and restructuring
expertise that is essential to guide Sun-Times Group through its
financial crisis.

According to Davidson Kempner, the future of Sun-Times is at stake
and time is short.  A potential bankruptcy may occur within the
next 12 months, the firm said, noting:

   -- Sun-Times' revenues have been declining at a 10% CAGR since
      January 2005;

   -- 2008 will be the third year in a row of negative EBITDA;

   -- Sun-Times' cost structure is out of control:

   -- gross margins have dropped 10 points since 2005;

   -- overhead costs have increased 12% since 2005, despite a 27%
      drop in revenues;

   -- current cost structure is now 112% of revenues;

   -- Sun-Times has been burning $20 million of cash per quarter
      on average since 2006.

   -- Sun-Times, at the current cash burn rate, may have less than
      12 months of liquidity remaining, in our view.

   -- The diminution in Sun-Times' liquidity is remarkable for a
      media business with virtually no outstanding debt.

"Over the past several months, the Company has taken several steps
to reduce costs and strengthen our organization. However, the
significant downturn in the print advertising environment that has
affected newspapers across the country has continued to severely
impact us," said Jeremy L. Halbreich, Chairman and Interim Chief
Executive Officer of Sun-Times Media Group. "Unfortunately, this
deteriorating economic climate, coupled with a significant,
pending IRS tax liability dating back to previous management, has
led us to today's difficult action. Importantly, we firmly believe
that filing for Chapter 11 protection and exploring the potential
sale of assets or new investment in the Company offers us the best
opportunity to protect our respected media properties for the
long-term."

Mr. Halbreich added, "With [the] filing, it will be business as
usual as we continue to operate our newspapers and online sites.
We provide the area's best source of local news and information
and remain committed to continuing to serve our readers,
advertisers, and communities. We have enjoyed a long, rich history
in the Chicago area and our goal is to preserve and sustain these
strong print and online news and information assets that are such
an integral part of the fabric of Chicago and its neighboring
communities."

The Company intends to move through the Chapter 11 process as
quickly as possible and expects the process to be completed in
2009.

The Sun-Times Media Group's legal advisor is Kirkland & Ellis and
its financial advisor is Rothschild Inc. Huron Consulting Group is
acting as restructuring advisor to the Company.

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

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

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

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

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

               Operating Losses for Past 6 Years

The Wall Street Journal states that Chicago Sun-Times isn't
burdened with debt.  The Company's problem, according to the
report, is operating losses for each of the past six years,
including a $344 million loss in 2008.  WSJ relates that Chicago
Sun-Times admitted that it is "at risk of running out of cash
quickly" unless it receives relief from its obligations.  Chicago
Sun-Times said in regulatory filings that it had less than $100
million in cash and cash equivalents as of September 30, 2008.

According to WSJ, Chicago Sun-Times said that it may seek to sell
"substantially all" of its assets.  Chicago Sun-Times hired
investment bank Rothschild Inc. to help it sell assets, WSJ says.
WSJ notes that Chicago Sun-Times canceled an auction of the
Company in 2008 when it received few offers.  Suitors in that were
wary of investing in Chicago Sun-Times while the Internal Revenue
Service claim hung over its head, WSJ states, citing Mr.
Halbreich.  Citing Chicago Sun-Times chairman and interim chief
executive Jeremy L. Halbreich, WSJ relates that the primary
motivation for the Company's bankruptcy filing is that the tax
claim won't carry over to potential new owners.

The Company, says WSJ, faces a crushing tax claim stemming from
the former ownership of press baron Conrad Black.  Court documents
say that Chicago Sun-Times values its assets at less than the $510
million claim, which won't be wiped out in the proceedings.
According to court documents, Chicago Sun-Times listed $479
million in assets as of November 7, 2008, and about $801 million
in debts.

WSJ reports that Chicago Sun-Times also blamed its weakened
financial condition in part on legacy issues related to Mr. Black
who, along with other executives, were convicted in 2007 for their
role in swindling the Company out of millions of dollars.  WSJ
notes that Mr. Black is listed as a creditor in Chicago Sun-Times
Chapter 11 case, as the company has advanced legal fees and
expenses to Mr. Black related to pending civil lawsuits.
According to the report, Chicago Sun-Times has paid out some
$118 million in connection with legal fees and costs for Mr. Black
and other former company officers and directors.

Sun-Times said it expects its advertising revenue to decline
roughly 30% throughout 2009. That follows an 18% drop in print ad
revenue during last year's fourth quarter.

                     About Chicago Sun-Times

The Chicago Sun-Times is the oldest continuously published daily
newspaper in the city.  It began in 1844 as the Chicago Evening
Journal (which was the first newspaper to publish the rumor, now
believed false, that a cow owned by Catherine O'Leary was
responsible for the Chicago fire).  The Evening Journal, whose
West Side building at 17-19 S. Canal was undamaged, gave the
Chicago Tribune a temporary home until it could rebuild.  In 1929,
the newspaper was relaunched as the Chicago Daily Illustrated
Times.

The modern paper grew out of the 1948 merger of the Chicago Sun,
founded in 1941 by Marshall Field III, and the Chicago Daily
Times.  Before Rupert Murdoch, the newspaper was for a time owned
by Field Enterprises, controlled by the Marshall Field family, who
also owned WFLD channel 32 since its inception in 1966, and the
afternoon paper Chicago Daily News.  When the Daily News ended its
run in 1978, much of its staff, including Pulitzer Prize-winning
columnist Mike Royko, were moved to the Sun-Times.  During the
Field period, the newspaper had a populist, progressive character
that leaned Democratic but was independent of the city's
Democratic establishment.  Although the graphic style was urban
tabloid, the paper was well-regarded for journalistic quality and
did not rely on sensational front-page stories.  It typically ran
articles from the Washington Post/Los Angeles Times wire service.

                    About Sun-Times Media Group

Sun-Times Media Group, Inc. (Pink Sheets:SUTM) --
http://www.thesuntimesgroup.com/-- owns media properties
including the Chicago Sun-Times and Suntimes.com as well as
newspapers and Web sites serving more than 200 communities across
Chicago.

Sun-Times Media Group, Inc.'s balance sheet at Sept. 30, 2008,
showed total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.


SUN-TIMES MEDIA: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sun Times Media Group, Inc.

Bankruptcy Case No.: 09-11092

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
American Publishing (1991) LLC                     09-11093
American Publishing Company LLC                    09-11094
American Publishing Management Services, Inc.      09-11095
APAC-95 Oklahoma Holdings, Inc.                    09-11096
Centerstage Media, LLC                             09-11097
Chicago Group Acquisition LLC                      09-11098
Chicago Sun-Times Features, Inc.                   09-11099
Chicago Sun-Times LLC                              09-11100
Digital Chicago Inc.                               09-11101
Fox Valley Publications LLC                        09-11102
HGP, Partnership                                   09-11103
HIPI (2002) Inc.                                   09-11104
Hollinger Australian Holdings Limited              09-11105
Hollinger International Publishing Inc.            09-11106
HTH Benholdco LLC                                  09-11107
HTH Holdings Inc.                                  09-11108
HTNM LLC                                           09-11109
HTPC Corporation                                   09-11110
LHAT Corporation                                   09-11112
Meridian Star, Inc.                                09-11113
Midwest Suburban Publishing, Inc.                  09-11114
Northern Miner U.S.A., Inc.                        09-11115
Oklahoma Airplane LLC                              09-11116
Pioneer Newspapers Inc.                            09-11117
Reach Chicago LLC                                  09-11118
Sun Telemarketing LLC                              09-11119
Sun-Times Distribution Systems, Inc.               09-11120
Sun-Times PRD Inc.                                 09-11121
TAHL (2002) Inc.                                   09-11122
The Johnstown Tribune Publishing Company           09-11123
The Post-Tribune Company LLC                       09-11124
The Red Streak Holdings Company                    09-11125
The Sun-Times Company                              09-11126
XSTMHoldings LLC                                   09-11127

Type of Business: The Debtors (Pink Sheets: SUTM.PK) conduct
                  business as a single operating segment which is
                  concentrated in the publishing, printing, and
                  distribution of newspapers in greater Chicago,
                  Illinois, metropolitan area and the operation
                  of various related Web sites.  The Debtors also
                  have non-debtor affiliates in Canada, the
                  United Kingdom and Burma.

                  Sun-Times Media Group is the ultimate company
                  of each of the Debtors in these Chapter 11
                  cases.

Chapter 11 Petition Date: March 31, 2009

Court: District of Delaware

Judge: Christopher S. Sontchi

Debtors' Counsel: James H.M. Sprayregan, P.C.
                  James A. Stempel, Esq.
                  David A. Agay, Esq.
                  Sarah H. Seewer, Esq.
                  Kirkland & Ellis LLP
                  Aon Center
                  200 East Randolph Drive
                  Chicago, IL 60601-6636
                  Tel: (312) 861-2000
                  Fax: (312) 861-2200
                  http://www.kirkland.com/

Debtors' Co-counsel: Pauline K. Morgan, Esq.
                     Edmon L. Morton, Esq.
                     Sean T. Greecher, Esq.
                     Young Conaway Stargatt & Taylor LLP
                     100 West Street, 17th Floor
                     Wilmington, DE 19801
                     Tel: (302) 571-6600
                     Fax: (302) 571-1253
                     http://www.ycst.com/

Financial Advisor: Huron Consulting Group Inc.
                   550 West Van Buren Street
                   Chicago, IL 60607
                   Tel: (312) 583-8700
                   Fax: (312) 583-8701
                   http://www.huronconsultinggroup.com/

                   --- and ---

                   Rothschild Inc.
                   1251 Avenue of the Americas, 51st floor
                   New York, NY 10020
                   Tel: (212) 403 3500
                   Fax: (212) 403 3501
                   http://www.rothschild.com/

Claims Agent: Kurtzman Carson Consultants LLC
              2335 Alaska Avenue
              El Segundo, CA 90245
              Tel: (866) 381-9100

The Debtors' financial condition as of November 7, 2008:

Total Assets: $479,000,000

Total Debts: $801,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Catalyst Paper (USA) Inc.      Trade Vendor      $1,470,983
2101 4th Avenue, Sute 1950
Seattle, WA 98121
P: 206-838-2070
F: 206-838-2071

Alberta Newsprint Sales        Trade Vendor      $1,108,440
916 Savannah Circle
Naperville, IL 60540
P: 630-369-1899
F: 604-681-8861

Tembec Enterprises, Inc.       Trade Vendor      $1,027,088
10, Chemin Gatineau, C.P.
5000
Temiscaming, QC JOZ3RO
Canada
P: 819-627-4387
F: 819-627-1178

Chicago Tribune                Trade Vendor      $614,618
Distribution
435 North Michigan Avenue,
Suite 300
Chicago, IL 60611
P: 800-874-2863
F: 312-222-3093

Joyce B. Santiago              Contest Winner    $480,000

Pat Deleo                      Contest Winner    $440,000

United Temps                                     $370,463

Skybridge                      Trade Vendor      $328,352

Mirkaei Tikshoret, Ltd.        Litigation        $275,000

Web Printing Controls          Trade Vendor      $259,785

Classified Plus, Inc.          Trade Vendor      $210,875

Security Professionals, Inc.   Trade Vendor      $173,734

Central Ink Com                Trade Vendor      $162,000

Western Colorprint             Trade Vendor      $140,000

Graphic Promotions, Inc.       Trade Vendor      $137,580

Atex, Inc.                     Trade Vendor      $134,309

Newsboy Delivery System Inc.   Trade Vendor      $124,303

Carmichael Leasing             Trade Vendor      $112,652

Open Foundation                                  $107,850

SCA Promotions                 Trade Vendor      $98,123

Integrators Ltd.               Trade Vendor      $97,500

Vanguard Energy Services LLC   Trade Vendor      $87,449

Innerworkings LLC              Trade Vendor      $76,938

RKON Incorporated              Trade Vendor      $71,171

Pension Benefit Guarantee      Unfunded Pension  unstated
Corporation                    Liability

Mark Kipnis                    Indemnification   unstated
                               Claim

Lax O'Sullivan Scott LLP       Litigation        unstated

John Boultbee                  Indemnification   unstated
                               Claim

Internal Revenue Service       Tax               unstated

Conrad Black                   Indemnification   unstated
                               Claim and Monies
                               to exercise stock
                               option

The petition was signed by James D. McDonough, senior vice
president, chief administrative officer, general counsel and
secretary.


SUSSER HOLDINGS: S&P Gives Stable Outlook; Affirms 'B+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Corpus Christi, Texas-based Susser Holdings LLC to stable from
negative. S&P affirmed all ratings on the company, including its
'B+' corporate credit rating.

"The outlook revision is based on Susser's improved cash flow
generation in the past several quarters as well as its success in
integrating the Town & Country acquisition," said Standard &
Poor's credit analyst Ana Lai.  "Credit measures have strengthened
to levels more in line with the rating category," she added.
Total debt to EBITDA was 5.3x in fiscal 2008 down from pro forma
debt leverage of about 6.0x in fiscal 2007.


TEREX CORPORATION: Moody's Cuts Corporate Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Terex Corporation
-- Corporate Family and Probability of Default Ratings to Ba3 from
Ba2.  The rating outlook is negative.  In a related rating action,
Moody's raised Terex's Speculative Grade Liquidity rating to SGL-2
from SGL-3.  This concludes the review for downgrade initiated on
February 13, 2009.

The downgrade and change in outlook reflects the significant
contraction in several of Terex's end markets that is expected to
negatively impact the company's earnings and cash flow metrics at
least through 2009.  The global construction and mining
industries, primary drivers of Terex's revenues, are undergoing a
severe downturn.  In the fourth quarter of FY08 the company took a
goodwill impairment charge of about $460 million related to its
Construction, Road Building, and Utility businesses, which is
indicative of a lower level of earnings and cash flow expected
from these businesses over the coming quarters.  Operating margins
are likely to remain under pressure as the rapid erosion of demand
for construction equipment results in under-absorption of fixed
costs.  In response, the company has sought to reduce capacity and
may take additional charges to right size its businesses.  The
EBITA margin for FY08 declined to 9.5% from 11.5% in FY07 and
interest coverage fell to 5.6x from 9.5x over the same time period
(all ratios adjusted per Moody's methodology).  Terex's backlog
declined by almost 30% on a year-over-year basis.

Terex is pursuing restructuring initiatives and working capital
improvements, attempting to minimize the negative impact of this
downturn on its operating margins and cash generation.  The
company has reduced staffing in most of its businesses in excess
of 18% since June 2008, and is rationalizing underutilized
facilities.  Notwithstanding these efforts, Terex's operating
performance is likely to trend towards credit metrics that were
previously identified by the rating agency as being potentially
in-line with a lower rating.  These metrics include debt/EBITDA
above 3.0x or EBIT/interest expense below 2.0x (all ratios
adjusted per Moody's methodology).  As a result, Moody's view is
that Terex's operating performance will be below prior's year
performance and future credit metrics will be more reflective of
the Ba3 Corporate Family Rating.

In spite of the downgrade, Moody's improved Terex's speculative
grade liquidity rating to SGL-2 from SGL-3 due to the improved
liquidity profile subsequent to the company's receiving needed
covenant waivers under its bank credit facility.  Terex was able
to amend its fixed charge covenant ratio under the agreement,
removing the likely violation of this covenant at 1Q09.  Headroom
under this covenant should be sufficient over the next twelve
months.  As of December 31, 2008, the company had approximately
$484.4 million of cash balances.

The negative outlook incorporates Moody's view that Terex will
continue to face a difficult economic environment through 2009
resulting in the company's credit metrics continued to be stressed
for the foreseeable future.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating lowered to Ba3 from Ba2;

  -- Probability of Default Rating lowered to Ba3 from Ba2;

  -- $895 million senior secured bank credit facility (benefiting
     from subsidiary guarantees) lowered to Baa3 (LGD1, 9%) from
     Baa2 (LGD1, 9%);

  -- $300 million senior subordinated notes due 2014 (benefiting
     from upstream guarantees) lowered to Ba2 (LGD3, 37%) from
     Ba1 (LGD3, 35%); and,

  -- $800 million senior subordinated notes due 2017
     (unguaranteed) lowered to B1 (LGD5, 77%) from Ba3 (LGD5,
     76%).

The company's speculative grade liquidity rating was raised to
SGL-2 from SGL-3.

The last rating action was on February 13, 2009, at which time
Moody's put Terex's ratings under review for potential downgrade.

Terex Corporation, headquartered in Westport, Connecticut, is a
diversified global manufacturer supporting the construction,
mining, utility and other end markets.  Revenues for FY08 were
approximately $9.9 billion.


TOWER HILL: Moody's Downgrades Ratings on Five Classes of Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has downgraded its
ratings of five Classes of Notes issued by Tower Hill CDO, Ltd., a
synthetic collateralized debt obligation transaction.  Tower Hill
CDO, Ltd., synthetically references seven bespoke corporate
synthetic CDOs, each of which references a portfolio of corporate
entities.

Class Description: $100,000,000 Class A-1 Senior Secured Floating
Rate Notes Due 2016

  -- Current Rating: C
  -- Prior Rating: B1
  -- Prior Rating Date: March 4, 2009

Class Description: U.S. $112,000,000 Class A-2 Senior Secured
Floating Rate Notes Due 2016

  -- Current Rating: C
  -- Prior Rating: Caa1
  -- Prior Rating Date: March 4, 2009

Class Description: $72,000,000 Class B Senior Secured Deferrable
Interest Floating Rate Notes Due 2016

  -- Current Rating: C
  -- Prior Rating: Caa3
  -- Prior Rating Date: March 4, 2009

Class Description: $24,000,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes Due 2016

  -- Current Rating: C
  -- Prior Rating: Ca
  -- Prior Rating Date: March 4, 2009

Class Description: $60,000,000 Class D Senior Secured Deferrable
Interest Floating Rate Notes Due 2016

  -- Current Rating: C
  -- Prior Rating: Ca
  -- Prior Rating Date: March 4, 2009

The rating actions reflect the deterioration in the credit quality
of the reference portfolio of Corporate Synthetic CDOs, as well as
the occurrence on March 19, 2009, as reported by the Trustee, of
an Additional Termination Event under Part 1(15)(e) of the ISDA
Schedule to the Master Agreement dated August 16, 2006.  The
Additional Termination Event resulted in a Termination Event under
Section 5(b)(v) of the Master Agreement and an Event of Default
under Section 5.01(g) the Indenture dated August 16, 2006.

In addition, pursuant to section 5.02(ii) of the Indenture, the
Trustee has declared the principal of and accrued interest on all
the Notes to be immediately due and payable.

The Additional Termination Event occurred when the Class A
Overcollateralization Ratio (expressed as a percentage) calculated
by dividing (i) the Collateral Principal Amount by (ii) the
Aggregate Principal Amount of the Class A Notes, fell below 100%.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio. The severity of losses
will depend on the liquidation proceeds of the disposition of the
collateral and amount of the Defaulted Counterparty Termination
Payment.


TPG-AUSTIN PORTFOLIO: Moody's Downgrades Senior Ratings to 'C'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of TPG-Austin
Portfolio Holdings LLC's senior secured credit facility to C, from
Caa2.  Moody's also downgraded TPG-Austin's corporate family
rating to Caa3 from Caa2.  Concurrently, Moody's has withdrawn
these ratings for business reasons.

TPG-Austin is a wholly-owned subsidiary of a joint venture between
Thomas Properties Group, Inc. (6% stake), California State
Teachers Retirement System (19%), Lehman Brothers Holdings (50%),
and certain co-investors (25%).  Moody's rating actions reflect
Thomas Properties' announcement that TPG-Austin has reached an
agreement that restructures and recapitalizes the financing on the
partnership's 10-property portfolio of office assets in Austin,
Texas.  Moody's rates the senior secured credit facility, which
consisted of a $193 million term loan (due 2013) and a $100
million revolving credit facility (due 2012) prior to the
restructuring agreement.  The term loan was fully drawn upon
transaction closing in June 2007, but the $100 million revolver
remains undrawn and has not been available since Lehman Brothers
Commercial Paper, the sole lender, declared bankruptcy in
September 2008.  The Court-approved agreement restructures the
credit facility by replacing the unfunded $100 million revolver
with $60 million of new senior secured priority financing
contributed by the partners.  A portion of proceeds from this new
financing was used to repurchase and retire an $80 million portion
of the existing term loan from a third-party for
$14 million.  Additionally, a portion of the proceeds was used to
pay accrued term loan interest due.  Since early January, TPG-
Austin has withheld the interest payments due on its term loan as
a partial offset for damages caused by Lehman's failure to fund
the credit facility.

Moody's downgrade of the senior secured credit facility reflects
1) the default on term loan interest due since early January, even
though this default was resolved as part of the new financing
agreement and 2) the repurchase and retirement of
$80 million of debt for a deep discount, which Moody's views as
tantamount to a distressed exchange offer.  Moody's downgrade also
reflects the substantial change in terms of the credit facility,
including a suspension of covenants until 2012, stricter
conditions on advances, and accrual and capitalization of interest
due.

The downgrade of TPG-Austin's corporate family rating to Caa3 from
Caa2 reflects the very weak, though modestly improved, financial
position of the portfolio.  Moody's notes that this transaction
was underwritten with only about 25% equity in June 2007, near the
peak of the current real estate cycle.  Although leverage and
interest coverage improve modestly as a result of the
restructuring agreement, credit metrics remain very weak.  As
such, even though TPG-Austin's debt doesn't begin maturing until
2012, Moody's expects the partnership to have difficulty meeting
its obligations at this time.  Moody's also expects that TPG-
Austin's portfolio, which was 89% leased as of 4Q08, will face
operating challenges in the upcoming year.  Given that five of the
ten assets are located in the northwestern suburbs, which are
experiencing an influx of new supply amidst deteriorating economic
conditions, maintaining portfolio net operating income will be
challenging.

These ratings were downgraded and withdrawn:

  -- TPG-Austin Portfolio Holdings LLC - secured term loan to C,
     from Caa2; secured revolving credit facility to C, from
     Caa2; corporate family rating to Caa3, from Caa2

Moody's last rating action with respect to TPG-Austin Portfolio
Holdings LLC was on December 19, 2008, when Moody's downgraded the
senior secured ratings and corporate family rating to Caa2 from
B1.  The ratings remained on review for possible downgrade.


TRIBUNE CO: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Tribune Co. filed with the U.S. Bankruptcy Court for the District
of Delaware its schedules of assets and liabilities last week,
disclosing:

A.   Real Property                                  $27,663,535

B.   Personal Property
B.1  Cash on hand                                             0
B.2  Bank Accounts
       JPMorgan Chase Bank                               7,749
       JPMorgan Chase Bank                              13,550
       Bank of America                                  (2,275)
       Northern Trust Bank                             439,639
       See http://bankrupt.com/misc/tribunecob2.pdf

B.9  Interests in Insurance Policies
       Federal Insurance Company                       109,112
       St. Paul Fire & Marine Insurance Company        155,540
       Zurich American Insurance Company               285,549
       FM Global                                     1,381,520
       Indian Harbor Insurance                         184,623
       Others                                          720,473
       See http://bankrupt.com/misc/tribunecob9.pdf

B.13 Business Interests and stocks                            0
       Invest in Los Angeles Times               2,132,681,566
       Invest in Newsday                         1,036,609,657
       Invest in Baltimore Sun Co.               1,081,603,483
       Invest in Tribune Broadcasting Company    1,479,039,615
       Invest in Tribune Finance LLC             2,800,000,000
       Invest in Eagle New Media                 1,370,336,794
       Invest in LA International                4,731,518,144
       Others                                    2,726,114,271
       See http://bankrupt.com/misc/tribunecob13.pdf

B.14 Interests in partnerships
       Investment in Metromix LLC JV                 2,239,012
       Chicago Equity Fund                             898,426
       Legacy.com                                    3,703,255
       Merrill Lynch (stocks)                            3,069
       Asia Media Fund                                 333,514
       AdStar, Inc.                                     34,434
       Classified Ventures                        Undetermined

B.15 Government and Corporate Bonds                   1,240,545

B.16 Accounts Receivable
       Intercompany Receivable from Tribune
         Finance Service Center, Inc.            16,733,732,227
       Intercompany Receivable from Tribune
         Publishing Company                       3,732,351,160
       Others                                     1,867,483,057
       See http://bankrupt.com/misc/tribunecob16.pdf

B.21 Other Contingent & Unliquidated claims         Undetermined
B.22 Patents and other intellectual property        Undetermined
       See http://bankrupt.com/misc/tribunecob22.pdf

B.23 Licenses, franchises, and other intangibles
       Software                                         388,161
       Accumulated Depreciation - Software             (375,162)

B.25 Vehicles
       Autos                                             60,947
       Accumulated Depreciation - Autos                 (54,326)

B.28 Office equipment, furnishings and supplies
       Office equipment                                 159,504
       Computer Equipment                               935,331
       Furniture & Fixtures                           5,685,043
       Accum. Depr. Furniture & Fixture              (5,241,767)
       Accum. Depr. Office Equipment                   (143,401)
       Accum. Depr. Computer Equipment                 (890,932)

B.29 Machinery                                           969,726

B.35 Other Personal Property
       Prepaid Expenses                               1,217,434
       Prepaid Insurance                              3,076,834
       Prepaid Postage                                   94,228
       Prepaid-direct mail postage clearing                 971
       Other current assets                         179,120,827
       Interest Rate Swap & Other Long-term assets   37,820,093
       Interest Rate Cap                              6,617,137
       Deferred Income Taxes                          6,579,477
       Deferred Charges                               4,518,663

       TOTAL SCHEDULED ASSETS                   $39,964,208,320
       ========================================================

C.   Property Claimed as Exempt                               $0

D.   Secured Claim
       Barclays Bank PLC                           Undetermined
       Citicapital Technology Finance, Inc.        Undetermined
       Forsythe/McCarthur Associates, Inc.         Undetermined
       JP Morgan Chase Bank, N.A.                  Undetermined
       Xerox Corporation                           Undetermined

E.   Unsecured Non-priority Claims                  Undetermined
       See http://bankrupt.com/misc/tribunecoE.pdf

F.   Unsecured Non-priority Claims
       JP Morgan Chase Bank, NA                   8,543,530,470
       Merrill Lynch Capital Corp.                1,619,506,849
       Deferred Compensation                         19,894,000
       Excess Pension                                10,060,803
       Intercompany Claims                       31,319,078,972
       Letter Agreements                              6,667,622
       Non-qualified Pension                         44,135,999
       Salary Continuation                               24,856
       Unsecured Notes and Debentures             2,041,927,047
       Supplemental 401(k)                               93,869
       Trade Payable                                  2,548,950
       See http://bankrupt.com/misc/tribunecoF.pdf

       TOTAL SCHEDULED LIABILITIES              $43,607,469,438
       ========================================================

A schedule of the Debtor's executory contracts and unexpired
leases is available for free at:

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

Tribune also filed its statement of financial affairs.  Chandler
Bigelow, III, senior vice president and chief financial officer of
Tribune Company, said the company has earned income from
employment, trade, or from operation of its business within two
years before the Petition Date:

  Source                                  Amount
  ------                                  ------
  2008 Net Income                ($3,014,231,000)
  2007 Net Income                     86,945,000
  2006 Net Income                    593,995,000

According to Mr. Bigelow, non-operating income for the fiscal
year 2008 through the Petition Date includes:

  Source                                             Amount
  ------                                             ------
  After-tax gain on change in fair value of
    derivatives and related investments             $108,598,000

  After-tax gain on sales of investments, net         42,377,000
  After-tax loss on sale of Time Warner securities    60,800,000
  After-tax loss on other, net                         1,734,000
  Income tax adjustments                           1,859,358,000

The Debtor made payments or other transfers to creditors within
90 days before the Petition Date aggregating $948,207,354.  Among
the largest payments are:

  Name of Creditor                         Amount
  ----------------                       ---------
  Barclays Bank PLC                     $15,917,037
  Barclays Bank PLC                       1,500,000
  Bowater America Inc                     6,272,396
  Bowater America Inc                     5,900,871
  Bowater America Inc                     6,830,790
  Bowater America Inc                     5,037,237
  Catalyst Paper USA Inc                  3,910,931
  Catalyst Paper USA Inc                  1,997,469
  Catalyst Paper USA Inc                  1,127,119
  Catalyst Paper USA Inc                  1,082,620
  CCI Europe                              2,500,000
  Fox Broadcasting Company                1,160,326
  Fox Broadcasting Company                1,874,644
  Goldman Sachs Group Inc                 1,248,444
  Howe Sounds Pulp and Paper LP           2,335,435
  Howe Sounds Pulp and Paper LP           3,272,025
  Howe Sounds Pulp and Paper LP           2,360,113
  Howe Sounds Pulp and Paper LP           1,994,734
  JP Morgan Chase                         2,000,000
  JP Morgan Chase                         2,000,000
  JP Morgan Chase Bank, NA               20,948,229
  JP Morgan Chase Bank, NA               20,948,939
  JP Morgan Chase Bank, NA                6,856,454
  JP Morgan Chase Bank, NA                8,260,416
  JP Morgan Chase Bank, NA                3,950,407
  JP Morgan Chase Bank, NA                3,977,943
  JP Morgan Chase Bank, NA                3,811,635
  JP Morgan Chase Bank, NA                7,225,897
  JP Morgan Chase Bank, NA                1,108,090
  JP Morgan Chase Bank, NA                1,952,805
  JP Morgan Chase Bank, NA              111,670,760
  Nielsen Media Research Inc              1,507,271
  Nielsen Media Research Inc              1,536,172
  Platformic Inc                          1,269,509
  Sidley Austin LLP                       3,500,000
  Sidley Austin LLP                       1,000,000
  SP Newsprint Sales Co                   1,284,902
  SP Newsprint Sales Co                   1,060,865
  SP Newsprint Sales Co                   2,650,213
  SP Newsprint Sales Co                   1,382,292
  SP Newsprint Sales Co                   2,673,755
  SP Newsprint Sales Co                   4,684,425
  Warner Bros                             1,212,917
  Warner Bros                             1,190,717
  Warner Bros                             1,211,705
  Warner Bros                             1,055,102
  White Birch Paper Company               1,004,280
  White Birch Paper Company               2,848,535
  White Birch Paper Company               1,983,335

A list of the 90-Day Payments is available for free at:

http://bankrupt.com/misc/TribuneCompany_Payment2Creditors.pdf

The Debtor also made payments to current and former directors and
officers on these dates:

A. Current Directors and Officers

Date Range              Salary     Equity Grants    Severance
----------              ------     -------------    ---------
12/8/2007-12/8/2008   $10,523,606     $6,134,395           $0

B. Former Directors and Officers

Date Range              Salary     Equity Grants    Severance
----------              ------     -------------    ---------
12/8/2008-12/8/2008   $13,572,609    $17,776,152  $38,970,475

The company also discloses that it was party to several lawsuits
and administrative proceedings pending in non-bankruptcy courts.
A list of the lawsuits is available for free at:

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

Tribune also gave gifts or charitable contributions within one
year before the Petition Date.  Among the recipients of the gifts
are:

Name                                 Amount
----                                 ------
American Ireland Fund               $10,000
Commercial Club Foundation          100,000
Junior Achievement of Chicago        15,000
So Other Might Eat                   10,000

The Company also incurred losses from theft, fire other casualty
within one year preceding the Petition Date:

Description                         Value
-----------                         -----
Workers' Compensation              $116,224
Workers' Compensation               102,798
Workers' Compensation                82,872
Workers' Compensation               105,858
Auto Liability                      112,500

Within one year before the Petition Date, the Company made
payments or transfers to persons, including attorneys, for
consultation concerning debt consolidation, bankruptcy law or
preparation of a petition:

  Name                                           Amount
  ----                                           ------
  Alvarez & Marsal North America LLC            $350,000
  Alvarez & Marsal North America LLC             359,090
  Alvarez & Marsal North America LLC             708,451
  Cole, Schotz, Meisel, Forman & Leonard P.A.    200,000
  Cole, Schotz, Meisel, Forman & Leonard P.A.    214,290
  Daniel J. Edelman Inc.                          50,000
  Daniel J. Edelman Inc.                          60,000
  Epiq Bankruptcy Solutions                       20,000
  Epiq Bankruptcy Solutions                       25,000
  Lazard Freres and Co. LLC                      200,000
  McDermott Will & Emery                              28
  McDermott Will & Emery                          26,411
  Sidley Austin LLP                               78,212
  Sidley Austin LLP                               41,348
  Sidley Austin LLP                                4,150
  Sidley Austin LLP                               10,960
  Sidley Austin LLP                              105,535
  Sidley Austin LLP                               70,987
  Sidley Austin LLP                              256,072
  Sidley Austin LLP                            2,297,080
  Sidley Austin LLP                                2,330
  Sidley Austin LLP                              358,290
  Sidley Austin LLP                              176,638

Tribune Company holds properties owned by another person,
including:

  Description of Property              Owner
  -----------------------              -----
  3 HP Proliant DL360 G5 servers       LocalTV
  IBM eServer xSeries 232 server       CNN
  2 IBM eServer xSeries 232 servers    CNN
  Orion 4000/5                         Verizon
  Cisco 2600                           Telerep
  4 Dell servers and 1 HP server       Metromix
  Cisco 2600                           Bank of America
  3 IBM Netfinity 3500 servers         Associated Press
  Newswire modems                      Associated Press
  Cisco 2600                           Northern Trust
  Cisco 2600                           Nielsen Media Research
  AT&T Optical Fiber                   AT&T

Tribune Company also transferred assets on these dates:

  Date of Sale    Name of Transferee         Value Received
  ------------    ------------------         --------------
   10/17/2007     Wilshire Classifieds, LLC    $1,040,000
    9/28/2007     Chandler Trust No.1          22,310,916
    9/28/2007     Chandler Trust No.1          24,633,255
   12/11/2007     Matthew Bender & Company    104,027,619
   12/11/2007     Mosby, Inc.                  50,220,668
   10/31/2008     Reed Elsevier, Inc            5,000,000
   12/28/2007     Doublemousse B.V.             3,111,480
   Dec 5-8,2008   Sold via broker             148,790,369

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)


TRIBUNE CO: LA Times Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Los Angeles Times Communications, LLC, filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities last week, disclosing:

A.   Real Property                                 $229,994,705

B.   Personal Property
B.1  Cash on hand                                             0
       Petty Cash                                        4,770

B.2  Bank Accounts                                     (259,374)

B.3  Security Deposits
       Distributor Rental Security Deposits            604,808

B.4  Artwork                                            466,908

B.13 Business Interests and stocks
       Investment in Sub-TM Lic Inc                898,992,252
       LA Investments                                3,585,737

B.16 Accounts Receivable
       Receivable from Tribune Company           4,979,008,544
       Others                                      499,217,249

B.18 Other Liquidated Debts                           3,610,355
B.21 Other Contingent & Unliquidated claims        Undetermined
B.22 Patents and other intellectual property       Undetermined
B.23 Licenses, franchises, and other intangibles     24,017,398
B.25 Vehicles                                           113,155

B.28 Office equipment, furnishings and supplies
       Office Equipment                              5,599,338
       Computer Equipment                           52,942,858
       Furniture & Fixtures                         19,074,464
       Accum Depr-Furniture & Fixture              (13,375,722)
       Accum Depr-Office Equipment                  (5,268,197)
       Accum Depr-Comp Equipment                   (46,459,686)

B.29 Machinery
       Bottom Wrap                                      43,683
       Gal/Oil                                           2,181
       Other Supplies Inventory                      1,033,890
       Plates Inventory                                203,091
       Machinery and Equipment                      11,833,739
       Production Equipment                          2,639,870
       Prepress                                     15,065,128
       Pressroom                                   206,582,235
       Other Equipment                               5,166,686
       CIP                                           2,126,744
       Accum Depr-Machinery & Equipment             (9,072,267)
       Accum Depr-Production Equip                  (2,129,348)
       Accum Depr-Other Equip                       (5,038,671)
       Accum Depr-Prepress                         (10,602,917)
       Accum Depr-Pressroom                        (83,240,142)

B.30 Inventory
       General Newsprint Inventory                   20,318,061
       Special Paper Newsprint                        2,953,132
       Reserve LIFO                                  (3,333,856)
       Newsprint in Transit                           9,323,421
       Black Ink Inventory                              265,840
       Color Ink Inventory                              206,312
       Other Inventories                              1,061,717

B.35 Other Personal Property
       Prepaid Expenses                               1,543,760
       Prepaid Postage                                  164,101
       Prepaid Postage-Mail Subscription                 47,658
       Prepaid Rent/Leases                              818,673
       Prepaid Service Contracts                        504,588
       Prepaid Expenses-Other                           500,899
       Prepaid Marketing Expenses                       352,818
       Other Current Assets                           1,488,376
       Building/Leaseholds                            6,196,724
       Building Improvements                         39,680,383
       Capitalized Interest                               8,693
       Accum Depr-Land Improvements                    (604,437)
       Accum Depr-Bldg/Improvements                  (5,549,921)
       Accum Depr-Bldg Improvements                  (6,980,964)
       Other Long Term Assets                           604,487

       TOTAL SCHEDULED ASSETS                    $6,817,278,095
       ========================================================

C.   Property Claimed as Exempt                               $0

D.   Secured Claim                                  Undetermined

E.   Unsecured Non-priority Claims                  Undetermined

F.   Unsecured Non-priority Claims
       Certain Customer Liabilities                     266,536
       Intercompany Claims                        4,554,394,047
           Tribune Finance, LLC                   2,786,325,440
           Tribune Finance Service Center, Inc    1,008,164,383
           Tribune License, Inc.                    126,926,818
           Tribune Media Services, Inc.             100,228,382
           Others                                   532,749,023
       Letter Agreements                                971,640
       Salary Continuation                               20,215
       Accrued Acquisition                            2,884,834
       Trade Payable                                  8,947,685

       TOTAL SCHEDULED LIABILITIES               $8,589,129,980
       ========================================================

LA Times Communications also filed its statement of financial
affairs.  It did not disclose any income from employment or from
the operation of business during the two years immediately
preceding the Petition Date.

The Debtor said it paid a total of $2,438,346 to creditors within
90 days before the Petition Date.  A list of the 90-Day Transfers
is available for free at:

          http://bankrupt.com/misc/latimesc3b.pdf

The Debtor is a party to more than 90 lawsuits and administrative
proceedings filed within one year before the Petition Date.  A
list of the Lawsuits is available for free at:

          http://bankrupt.com/misc/latimesc4a.pdf

The Debtor also disclosed that it have gifts and charitable
contributions to various entities totaling more than $450,000
within one year before the Petition Date.  A list of the Gifts is
available for free at http://bankrupt.com/misc/latimesc7.pdf

The Debtor incurred more than $700,000 of losses from fire, theft
and other casualty within one year before the Petition Date.  A
list of the Losses is available for free at:

          http://bankrupt.com/misc/latimesc8.pdf

The Debtor disclosed that it has received notice in writing by a
governmental unit that it may be liable under or in violation of
an environmental law:

  Site Name              Governmental Unit     Environmental Law
  ---------              -----------------     -----------------
  BKK Corporation        California Dept.      Section 107(a),
  Landfill               of Toxic Substances   Title 42 Section
                         Control               9607(a), the
                                               California Health
                                               and Safety Code
                                               Section 25323.5

  Los Angeles Times      Orange County         California Health
                         Health Care Agency    and Safety Code
                                               Section
                                               25298(c)(4);
                                               California Code
                                               of Regulations,
                                               Title 23,
                                               Subchapter 16,
                                               Section 2652

  Los Angeles Times      Orange County         California Heath
                         Health Care Agency    and Safety Code
                                               Section
                                               25299.37(a);
                                               California Code
                                               of Regulations,
                                               Title 23,
                                               Subchapter 16,
                                               Section 2652

The Debtor disclosed the inventory and the amount of the
inventory it holds in the past year before the Petition Date.  A
list of the Inventory is available for free at:

              http://bankrupt.com/misc/latimesc20a.pdf

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)


TRIBUNE CO: Amends $225M Barclays Asset-Backed Securitization Loan
------------------------------------------------------------------
The initial amended securitization facilities entered into among
Tribune Company, non-debtor Tribune Receivables LLC, and Barclays
Bank PLC will expire on April 10, 2009.  The purpose of the
limited period was to provide the Debtors a reasonable time to
evaluate the impact of their Chapter 11 proceedings on their
businesses, determine their long-term financing needs, and
explore alternatives for the financing.

Since the entry of the Final Financing Order approving the
Existing Debt Facilities, the Debtors and Barclays continued to
negotiate an (i) extended securitization facility to be
syndicated by Barclays to other lenders, and (ii) amended letter
of credit facility.

As a result of the negotiations, the Debtors entered into Amended
and Restated Securitization Agreements to assure available
sources of working capital and financing to carry on the
operation of their business, Bryan Krakauer, Esq., at Sidley
Austin, LLP, in Chicago Illinois, tells the U.S. Bankruptcy Court
for the District of Delaware.

The Amended and Restated Securitization Agreements include these
salient terms:

  (a) The Facility limit under the ARRLA is reduced from
      $300,000,000 to up to $225,000,000, consisting of an
      Aggregate Revolving Loan Commitment in the amount of [up
      to $75,000,000] and an Aggregate Term Commitment of [up to
      $150,000,000].

  (b) The Maturity Date for the loans under the ARRLA is changed
      to the earliest of:

         -- 45th day after the commencement of scheduled
            amortization, which scheduled amortization will
            commence on April 10, 2010;

         -- the effective date of a Chapter 11 plan of
            reorganization for the parent company;

         -- the date on which a sale of all or substantially all
            of the assets of the guarantors is consummated under
            Section 363 of the Bankruptcy Code; and

         -- the date on which maturity of the Loans is
            accelerated pursuant to the loan agreement as a
            result of a Facility Termination Event.

  (c) The various representations, covenants, defaults and
      amortization triggers in the Existing Facilities are
      revised and incorporated into the Amended and Restated
      Securitization Agreements.

  (d) The Facility Termination Events relating to the bankruptcy
      proceedings are retained in the ARRLA.

  (e) The Amended and Restated Securitization Agreements are
      revised to accommodate syndication by Barclays to other
      Lenders, including provisions for defaulting lenders,
      replacement of lenders, additional administration agent
      provisions and revised fee letters.

The Debtors also entered into an Amended and Restated Guaranty
Security Agreement, which material terms are:

  (a) Tribune Co. and the other Debtors grant to the
      Administrative Agent, for the benefit of the Secured
      Parties, a first priority, perfected security interest in
      all of their personal assets and property of any kind or
      description.

  (b) The Collateral pledged under the ARGSA secured the
      obligations of Tribune Co. and the other Debtors under the
      ARRPA, the ARG, the ARSA, and any other document or
      instrument executed in connection therewith.

  (c) The security interest granted under the ARGSA is a first
      priority, perfected security interest in all Collateral
      that is not otherwise encumbered by a perfected security
      interest as of the Petition Date.  It is a junior,
      perfected security interest in all Collateral that is
      subject to a permitted lien.

  (d) If a Facility Termination Event occurs, the RLA Agent may
      immediately enforce its security interest and exercise all
      remedies available under the ARGSA, the Transaction
      Documents, or the financing orders, including foreclosing
      on the Collateral.

The Debtors also entered into an Amended Letter of Credit
Facility to permit Tribune Co. to obtain standby letters of
credit necessary in the ordinary course of its and its
subsidiaries' business.  The Amended Letter of Credit Facility
provides these terms:

  Type of Facility:   An Amended Letter of Credit Facility in
                      the amount of up to $50,000,000

  L/C Agent:          Barclays Bank PLC

  Lenders:            Barclays and the other lenders from time
                      to time party to the L/C Agreement

  Account Parties:    Tribune Co. and the other Debtors that are
                      signatories to the L/C Agreement

  Guarantors:         Debtor subsidiaries that are signatories
                      to the L/C Agreement

  Commitment Amount:  $50,000,000

  Interest Rate:      L/C Agent's base rate plus a 5% per annum

  Collateral:         The amounts deposited into the collateral
                      account from time to time pursuant to the
                      L/C Agreement.  The applicable account
                      party is obligated to cash collateralize
                      each outstanding obligation in an amount
                      at least equal to 105% of that obligation.

  Termination Date:   The earlier of (a) April 10, 2010, or (b)
                      other date on which commitments terminate
                      pursuant to the L/C Agreement.

  Tenor of L/C:       Each L/C will expire on a date no later
                      than the first anniversary of the issuance
                      date of the L/C.

  Security:           The facility will be secured by a first
                      priority, perfected, security interest in,
                      and lien on, the LC Cash Collateral
                      pursuant to Section 364(d) of the
                      Bankruptcy Code, with priority over (i)
                      any other lien or security interest under
                      Section 364(d), (ii) all other liens and
                      claims against the property of Tribune Co.
                      or of the Debtor subsidiaries of the
                      Collateral existing on the Petition Date,
                      and (iii) priority claims alleging
                      priority pursuant to Sections 503, 506(c)
                      or 507.

A full-text copy of the Amended Securitization Agreement is
available for free at http://researcharchives.com/t/s?3a9a

The Debtors, Mr. Krakauer asserts, have a vital business purpose
for continuing the Amended Facilities.  It is essential that the
Debtors' employees, vendors, service providers, and customers
remain confident in the Debtors' ability to transition their
businesses smoothly through the Chapter 11 process, operate
normally in that environment, and implement their reorganization
plan in an expeditious manner.

In the absence of the proposed financing, serious and irreparable
harm to the Debtors and their estates could occur, which may
include third parties declining to conduct business dealings with
the Debtors, Mr. Krakauer tells the Court.  The preservation,
maintenance and enhancement of the going concern value of the
Debtors are of the utmost significance and importance to the
Debtors' successful reorganization, he adds.

For these reasons, the Debtors ask Judge Kevin J. Carey of the
U.S. Bankruptcy Court for the District of Delaware to approve the
Amended and Restated Securitization Agreements and authorize them
to perform all actions required under the documents.

In a separate filing, the Debtors and Barclays Bank PLC, jointly
ask the Court to file under seal certain Fee Letters associated
with the Second DIP Financing Motion.

The Court will convene a hearing on April 9, 2009, at 10:00 a.m.,
to consider approval of the request.  Objections are due April 2.

                         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)


TRIBUNE CO: Seeks Stay of Suit by Former LA Times Workers
---------------------------------------------------------
Tribune Company and its debtor affiliates seek (i) declaratory
judgment staying a lawsuit pending in the United States District
Court for the Northern District of Illinois, and (ii) injunctive
relief under Section 105(a) enjoining further prosecution of that
lawsuit.

The Illinois Action was filed by Dan Neil and former Los Angeles
Times employees Corie Brown, Henry Weinstein, Walter Roche, Jr.,
Myron Levin and Julie Makinen, against the owner of the Debtors,
Samuel Zell, and GreatBanc Trust Company.

On September 16, 2008, the former employees filed the complaint
asserting six claims of alleged violations of the Employee
Retirement and Income Security Act and two claims for common law
breach of fiduciary duty and aiding and abetting breaches of
fiduciary duty.

The complaint arises out of the transaction in 2007 in which
Tribune went from a publicly traded company to a privately held
company.  In 2006 and 2007, Tribune's board considered several
possible transactions with respect to the company.  After
considering various alternatives, engaging in extensive
negotiations, and conducting significant due diligence, in April
2007, Tribune Company accepted a proposal from Equity Group
Investments, LLC.

In the first stage of the Leveraged ESOP Transaction, the ESOP
borrowed $25,000,000 from Tribune to purchase about 9,000,000
shares of Tribune common stock for $28 a share.  At that time,
Tribune's stock was trading publicly at $32.81 per share.  The
ESOP Note was to be repaid in initial annual installments of
$15,342,301, commencing April 1, 2008, over 30 years, from annual
contributions Tribune agreed to make to the ESOP or distributions
paid on the shares of the Company's common stock.  In the second
stage of the Leveraged ESOP Transaction, in December 2007,
Tribune canceled the remaining outstanding Tribune shares and
automatically converted them into the right to receive $34 per
share.

According to the Debtors' counsel, Kate J. Stickles, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., in Wilmington,
Delaware, Tribune's Amended and Restated Certificate of
Incorporation required indemnification to its directors and
officers to the "fullest extent permitted by applicable law."
However, she says that although the company has purchased certain
insurance policies that it contends would cover the claims
asserted in the Neil Action, those policies are not sufficient to
cover claims for the damages the Neil Plaintiffs purport to have
incurred.  She adds that the insurance policies at issue have
self-insured retentions that have not been met and Tribune may
have obligations to indemnify for these amounts too.

Ms. Stickles asserts that the Neil Plaintiffs' continued
assertion of claims for amounts far in excess of the Debtors'
insurance policies and their insistence that any recovery is not
limited to insurance proceeds only, makes Tribune the real party-
in-interest in the Neil Action because Tribune may ultimately be
responsible for a significant portion of that claims asserted by
the Neil Plaintiffs.  Moreover, Tribune believes it is likely
that the Neil Plaintiffs will press their claims against it in
the bankruptcy cases, just as they originally had named Tribune
as a defendant in the Neil Action and that the defendants in the
Neil Action who are directors and officers of Tribune will likely
assert indemnity claims for attorneys' fees and any damages
awarded in the Neil Action.

The Debtors believe that an actual controversy exists between
them and the Neil Plaintiffs because the Neil Plaintiffs have
violated the automatic stay by:

  (i) continuing an action against non-debtors that they know or
      should know would have an adverse impact on Tribune's
      ability to reorganize;

(ii) continuing to pursue an action which will deplete
      Tribune's estate assets.

Thus, the Debtors ask the U.S. Bankruptcy Court for the District
of Delaware to issue a preliminary injunction, among other
things, staying, restraining, and enjoining the Defendants from
continuing the prosecution of the civil action before the United
States District Court for the Northern District of Illinois.  The
Debtors assert that:

  (a) the continued prosecution of the Neil Action is an ongoing
      violation of the automatic stay pursuant to Section 362(a)
      of the Bankruptcy Code; and

  (b) the Neil Action violates the automatic stay because it
      exposes Tribune to potentially substantial
      indemnification, creating an identity of interests between
      Tribune and the defendants in the Neil Action.

As widely reported, Debtor Tribune Media Services, Inc., filed an
adversary suit against actor Warren Beatty related to the Dick
Tracy rights.

On August 28, 1985, Tribune Media and Mr. Beatty entered into a
written agreement pursuant to which TMS granted, among other
things, motion picture, television, and customary related rights
in the Dick Tracy Property to Mr. Beatty in accordance with and
subject to the terms of the Agreement.  Under the Dick Tracy
Agreement, Mr. Beatty was to "attempt to enter into an agreement
for the financing and distribution of a feature picture based on
the Dick Tracy Property."  The Dick Tracy Agreement included a
provision by which TMS could effect a reversion of all rights
granted to Mr. Beatty under the Agreement.

Specifically, the Dick Tracy Agreement provided in relevant part
that "within five years after the initial domestic release of the
picture, or any subsequent theatrical picture or television
series or special, photography has not commenced on either
another theatrical motion picture or television series or
special, TMS may give Mr. Beatty notice of its intention to
effect reversion of all rights granted under the Agreement."  If
within two years after receipt of that notice, principal
photography has not commenced, then TMS, by a further written
notice to Mr. Beatty, may effect a reversion.

In 1990, a theatrical motion picture entitled "Dick Tracy" was
successfully completed by Mr. Beatty, and TMS received
substantial monies under the Dick Tracy Agreement arising from
the production and distribution of the motion picture.  Other
than certain initial payments related to the Dick Tracy motion
picture, ongoing payments to TMS under the Dick Tracy Agreement
are dependent on motion picture and television programs made by
Mr. Beatty within the meaning of the Agreement.

Since the 1990 Dick Tracy motion picture, Mr. Beatty has not
completed a single theatrical motion picture, television series,
or television special under the Dick Tracy Agreement, and TMS has
not received any payments under the Dick Tracy Agreement other
than those arising from the 1990 Dick Tracy motion picture.

In November 2006, in light of Mr. Beatty's failure to make any
productive use of the Dick Tracy Property, TMS served written
notice of its intent to effect a reversion of all rights granted
to Mr. Beatty.  The Notice provides that, unless Mr. Beatty
commenced principal photography on another theatrical motion
picture or television series or special within two years, all
rights granted to him would revert back to TMS.

In April 2008, Mr. Beatty, according to TMS, asked that rather
than commencing a project, TMS extend his rights to the Dick
Tracy Property so that he would maintain control over certain
Dick Tracy motion picture and television rights without needing
to commence principal photography on a motion picture or
television project under the Agreement until November 19, 2013.
TMS rejected Mr. Beatty's proposal.

In a letter dated November 18, 2008, TMS notified Mr. Beatty that
all rights previously granted to Mr. Beatty to the Dick Tracy
Property had automatically reverted to TMS by operation of the
Dick Tracy Agreement and TMS' 2006 Reversion Notice.

TMS received a $15,000 check from Mr. Beatty for an alleged half-
hour Dick Tracy television special; however, TMS returned the
check because principal photography on a television special had
in fact not commenced.  Instead, TMS asked for a tangible and
legitimate proof that Mr. Beatty has commenced principal
photography on a bona fide project.

Mr. Beatty did not provide any tangible and legitimate proof that
he has started on a Dick Tracy project, instead, he filed a
lawsuit against TMS in the U.S. District Court for the Central
District of California seeking for a declaration that he
continued to enjoy all rights under the Agreement as a result of
his alleged commencement of principal photography in November
2008 on a purported television special.

By this adversary proceeding, TMS seeks the U.S. Bankruptcy Court
for the District of Delaware to resolve, settle and gain
unfettered use of certain Dick Tracy motion picture and
television rights wrongly claimed by Mr. Beatty.

Bryan Krakauer, Esq., at Sidley Austin, LLP, in Chicago Illinois,
TMS' counsel, asserts that Mr. Beatty's ongoing assertion of
alleged rights to the Dick Tracy Property interferes with TMS'
ability to exploit the full value of this extremely lucrative
property for the benefit of the Debtors' estate and creditors.
TMS thus requires a judicial determination of the estate's rights
in the Dick Tracy Property to remove Mr. Beatty's interference
therewith and thereby give the Debtors' estate the ability to
monetize the substantial asset.

TMS, through this adversary proceeding, asks the Bankruptcy Court
to declare that the Dick Tracy Property is, without restriction,
the sole and exclusive property of the Debtors' estate under
Section 541 of the Bankruptcy Code.

Moreover, TMS asks the Bankruptcy Court to enter a permanent and
mandatory injunction against Mr. Beatty from interfering with its
rights to exercise complete and unfettered dominion and control
over the Dick Tracy Property, including enjoining Mr. Beatty
from:

  (i) causing the unauthorized publication of any Dick Tracy
      motion picture, television series, or television special;
      and

(ii) engaging in any action that would otherwise interfere with
      TMS' rights to enter into business transactions regarding
      the motion picture and television rights to the Dick Tracy
      Property previously granted under the Dick Tracy
      Agreement.

Mr. Beatty's lawyer, Bert Fields, called the adversary complaint
"utter hogwash" and "just a Hail Mary pass", the Chicago Tribune
reported.  "Obviously, Warren would have preferred to go ahead
with the picture, so he produced the special to extend the
rights, and the contract very clearly says you can do that,"
Chicago Tribune quoted Mr. Fields as saying.

"Warren has been trying to get cooperation from the Tribune
corporation for years and getting nothing but the back of their
hand," Mr. Field told the newspaper.

                         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)


TRIBUNE CO: To Sell Westline Asset to Summit Westline for $7MM
--------------------------------------------------------------
Tribune Company and its affiliates seek authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into a
direct lease with its current sub-lessee, Mosby, Inc., for a
parcel of real property commonly known as 11830 Westline
Industrial Drive, in Maryland Heights, Missouri, and as part of
that transaction, sell the Westline Property to Summit Westline
Investors, LLC, on the terms and conditions set forth in the
Purchase and Sale Agreement dated as of March 11, 2009.

The Westline Property is an office complex with three one-story
buildings and one two-story building on a parcel of real estate
covering approximately 10.29 acres.  The Westline Property was
leased by The Times Mirror Company from its affiliate, TMCT, LLC,
and then subleased to a third-party tenant.  The current tenant,
Mosby, Inc., has subleased the Westline Property since 1997
pursuant to a sublease agreement that expires in August 2009.

In June 2000, Tribune Company completed the acquisition of the
Times Mirror Company and its seven daily newspapers, including
the Los Angeles Times, the Baltimore Sun, and the Hartford
Courant.  As part of the transaction, Tribune obtained a purchase
option on a portfolio of eight properties that were owned by
TMCT, including the Westline Property, the headquarters for the
Los Angeles Times, and the headquarters and printing facilities
for the Baltimore Sun and the Hartford Courant.  Neither Tribune
nor any of the other Debtors have conducted any of their own
business operations on the Westline Property, nor do any of the
Debtors anticipate having any need to use the Westline Property
directly in the future.

In light of this, Tribune began marketing the Westline Property
in February 2008 in anticipation of a sale as soon as practicable
after exercising its purchase option.  Tribune and Summit
Westline Investors, LLC, have negotiated and executed a sale
agreement for the sale of the Westline Property.

The Sale Agreement provides that Summit Westline will purchase
the Westline Property for $7,000,000 paid in full in cash at the
closing, subject to prorations and adjustments.  The Sale
Agreement contemplates that closing will occur on or before 15
days after:

  (i) the expiration of the Purchaser's study period; or

(ii) the Purchaser's written waiver of its rights to terminate
      the Sale Agreement.

In accordance with the Sale Agreement, the Purchaser has
deposited the sum of $250,000 in earnest money into an escrow
account to be applied to the purchase price on the Closing Date,
the Debtors tell the Court.

The Debtors seek to sell the Westline Property to the Purchaser
subject to the Direct Lease with Mosby and free and clear of all
other existing liens, claims and encumbrances.  Upon closing,
existing liens, claims and encumbrances will attach to the net
proceeds of the sale in order of their priority, with the same
validity, force or effect which they now have against the
Westline Property.

A full-text copy of the Summit Sale Agreement is available for
free at http://bankrupt.com/misc/Tribune_SaleAgreement.pdf

                         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)


UCI HOLDCO: Moody's Junks Corporate Family Rating from 'B3'
-----------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of UCI Holdco, Inc., to Caa1 from
B3.  Holdco is the ultimate parent of United Components, Inc.  In
a related action, the ratings of Holdco's unguaranteed senior
unsecured notes were lowered to Caa3 from Caa2; the ratings of
UCI's senior secured credit facilities were lowered to B1 from
Ba3; and the ratings of UCI's senior subordinated notes were lower
to Caa2 from Caa1.  The ratings remain under review for possible
downgrade.

The lowering of Holdco's Corporate Family and Probability of
Default ratings to Caa1 reflects Moody's belief that demand for
automotive aftermarket parts will continue to be lackluster as
consumers reduce miles driven and adopt more conservative spending
patterns as a result of weakened general economic conditions.  The
rating also considers Moody's view that UCI will continue to be
one of North America's largest automotive aftermarket suppliers.
The general fundamentals of the automotive aftermarket, such as a
large vehicle base and higher average vehicle age, should continue
to benefit the company over the long-term.  The company's
filtration products (about 40% of 2008 revenues) are largely
consumables that have relatively short and predictable replacement
cycles and are somewhat resistant to economic downturns.  The
company's fuel, cooling, and engine management products (about 60%
of 2008 revenues combined), which are non-discretionary products
that are required for proper vehicle performance, have more stable
demand patterns which offer important revenue visibility.

The review will consider the company's ability to replace its
$75 million revolving credit facility which matures in June 2009.
The company has borrowed $20 million under the revolving credit
facility, which remains outstanding.  Approximately $36 million of
unused capacity was available under the revolving credit facility
at December 31, 2008, net of letters of credit outstanding and
exposure to Lehman.  One of the options the company is
considering, among other financing alternatives, is operating
without a revolver and using only internally generated funds for
working capital needs.  The review will also consider industry
pressures on the company's operating performance, which include
increased competitor sourcing from lower cost countries and
weakened economic conditions in North American and international
markets.  Moody's believes the company will be challenged to find
a long-term solution to refinancing the existing revolving credit
facility under similar terms, given current credit tightness in
the financial markets.

These ratings were lowered and remain under review:

UCI Holdco, Inc.:

  -- Corporate Family Rating, to Caa1 from B3;

  -- Probability of Default Rating, to Caa1 from B3;

-- Unguaranteed senior unsecured notes, to Caa3 (LGD5, 88%)
   from Caa2 (LGD5, 87%);

United Components, Inc.

-- Senior secured bank credit facilities, to B1 (LGD2, 12%)
   from Ba3 (LGD2, 14%), consisting of:

  -- $75 million guaranteed senior secured bank revolving credit
     facility maturing June 2009;

  -- $189 million (remaining amount) guaranteed senior secured
     bank term loan due 2012;

  -- $230 million of guaranteed senior subordinated unsecured
     notes maturing 2013, to Caa2 (LGD4, 61%) from Caa1 (LGD4,
     58%)

The last rating action on Holdco was to change the outlook to
negative and affirm the B3 Corporate Family Rating on January 9,
2009.

UCI, headquartered in Evansville, Indiana, is one of the larger
and more diversified companies primarily servicing the vehicle
aftermarket.  The company supplies a broad range of filtration
products, fuel products cooling systems, and engine management
systems.  While approximately 90% of revenues are currently
automotive related, UCI also services customers within the
trucking, marine, mining, construction, agricultural, and
industrial vehicle markets.  Annual revenues in 2008 were
approximately $880 million.  UCI is an indirect wholly owned
subsidiary of UCI Holdco, Inc., which is a portfolio company of
the Carlyle Group.


UNITED COMMERCIAL: Moody's Cuts Bank Strength Rating to 'D-'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of United
Commercial Bank (bank financial strength rating to D- from C-;
deposits to Ba3 from Baa2).  The short term ratings of the bank
were also downgraded to Not Prime from Prime-2.  The rating
outlook is negative.  This concludes the review for possible
downgrade initiated on March 12, 2009.  United Commercial Bank is
a subsidiary of UCBH Holdings, Inc., which is unrated.  The bank
and holding company are referred to as UCB below.

The downgrade reflects Moody's view that UCB's tangible common
equity position could come under significant pressure in the
short-term because of its particularly large commercial real
estate exposure, which equals over 6 times its TCE.  Moody's
expects UCB's portfolio to weaken in response to deteriorating
market conditions.  The company's disclosure of a material
weakness in its internal controls related to credit risk also
contributed to the rating agency's conclusion.  Although Moody's
had previously incorporated UCB's CRE concentration into its
ratings, the recent sharp decline in real estate prices and
anticipated deterioration in CRE loan performance, especially
residential construction and development loans, has led Moody's to
considerably increase its loss expectations.

The rating action is consistent with Moody's recent announcement
that it is recalibrating some of the weights and relative
importance attached to certain rating factors within its current
bank rating methodologies.  Capital adequacy, in particular, takes
on increasing importance in determining the bank financial
strength rating in the current environment.

In explaining the multi-notch downgrade, the rating agency said
that UCB's TCE (including equity credit for hybrids) as a
percentage of risk-weighted assets could come under substantial
pressure based on Moody's expected loss assumptions for commercial
real estate.  It added that UCB's regulatory capital ratios are
likely to remain above well-capitalized minimums because of the
significant amount of preferred securities in the capital base.
The TCE and Tier 1 ratios were 7.7% and 13%, respectively, as of
December 31, 2008.  Also of concern is the bank's core deposit to
loan ratio of 64% which is low compared to regional bank peers
because of UCB's higher reliance on wholesale sources and time
deposits.  Even if Moody's gave partial credit for UCB's $1
billion of foreign deposits, which are excluded, this ratio would
still be low.

Moody's noted that among the U.S. banks which it rates, UCB has
one of the highest commercial real estate concentrations with true
CRE (excluding owner occupied) equal to 66% of loans and 6.6 times
TCE, including common equity credit for hybrids.  Construction is
also significant at $2 billion, or 2.5 times TCE, and has grown
approximately 20% over the last year.  UCB has its headquarters in
California, and the majority of the company's CRE portfolio is in
its home state -- which is one of the more distressed real estate
markets in the U.S.  The rating agency added that UCB's weakness
in internal controls may add to the challenges it faces in
managing credit losses in increasingly difficult credit and real
estate markets.

Moody's last rating action was on March 12, 2009, when UCB's
ratings were placed on review for possible downgrade.

UCBH Holding, Inc., which is headquartered in San Francisco,
California, reported total assets of $13.5 billion as of
December 31, 2008.

Downgrades:

Issuer: United Commercial Bank

  -- Bank Financial Strength Rating, Downgraded to D- from C-
  -- Issuer Rating, Downgraded to B1 from Baa2
  -- OSO Rating, Downgraded to NP from P-2
  -- Deposit Rating, Downgraded to NP from P-2
  -- OSO Senior Unsecured OSO Rating, Downgraded to B1 from Baa2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba3 from Baa2

Outlook Actions:

Issuer: United Commercial Bank

  -- Outlook, Changed To Negative From Rating Under Review


UNITED SUBCONTRACTORS: Case Summary & 30 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: United Subcontractors Inc.
        5201 Eden Avenue, Suite 220
        Edina, MN 55436

Bankruptcy Case No.: 09-11152

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
USI Senior Holdings, Inc                           09-11150
USI Intermediate Holdings, Inc.                    09-11153
San Gabriel Insulation, Inc.                       09-11154
Construction Services & Consultants, Inc.          09-11156
Tabor Insulation, Inc.                             09-11159

Type of Business: The Debtor installs an array of residential
                  and commercial products.

                  See http://www.unitedsub.com/

Chapter 11 Petition Date: March 31, 2009

Court: District of Delaware (Delaware)

Debtors' Counsel: Mark K. Thomas, Esq.
                  Paul V. Possinger, Esq.
                  Peter J. Young, Esq.
                  Proskauer Rose LLP
                  Three First National Plaza
                  70 West Madison, Suite 3800
                  Chicago, IL 60602-4342
                  Tel: (312) 962-3550
                  Fax: (312) 962-3351
                  http://www.proskauer.com/

Counsel to the Independent
Directors:                  Gerber & Eisenberg LLP

Debtors' Co-counsel: Steven M. Yoder, Esq.
                     Gabriel R. MacConaill, Esq.
                     Potter Anderson & Corroon LLP
                     Hercules Plaza, Sixth Floor
                     1313 North Market Street
                     Wilmington, DE 19899-0951
                     Tel: (302) 984-6000
                     Fax: (302) 658-1192
                     http://www.potteranderson.com/

Claims Agent: Kurtzman Carson Consultants LLC
              2335 Alaska Avenue
              El Segundo, CA 90245
              Tel: (866) 381-9100
              http://www.kccllc.net/

Financial Advisor: Alvarez & Marsal Securities LLC

Estimated Assets: $50 million to to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Stock Building                 trade debt        $102,236
Supply, Inc.
1001 West Mowery
Dr. Homestead, FL 33030
Tel: (919) 431-1000
Fax: (919) 431-1700

Amsco Windows                  trade debt        $73,482
1880 South 1045 West
Salt Lake City, UT 84104
Tel: (801) 972-6441
Fax: (801) 978-5059

Naples Lumber & Supply Co.     trade debt        $59,389
Inc.
3828 Radio Road
Naples, FL 34104
Tel: (239) 643-7000
Fax: (239) 643-5987

Preferred Materials Inc.       trade debt        $52,175

Amerrock Products LP           trade debt        $48,188


Armstrong World Inds. Inc.     trade debt        $47,178

United Fibers, Inc.            trade debt        $46,152

Kawneer                        trade debt        $39,486

Sy's Supplies South Inc.       trade debt        $36,866

Avalarainc                     trade debt        $36,600

Rfactor                        trade debt        $36,178

Superior Radiant Insulation    trade debt        $35,157

The Dow Chemical Co.           trade debt        $34,203

Service Partners               trade debt        $32,965

CMI                            trade debt        $30,491

Jones Lumber                   trade debt        $27,433

T.G.P.                         trade debt        $26,027

FPI-Regency Products US Inc.   trade debt        $22,007

Western Fibers Inc.            trade debt        $20,582

Cast Crete                     trade debt        $20,491

Oldcastle Glass-Vancouver      trade debt        $19,228

Regence Bluecross Blueshield   trade debt        $19,127

Oxford Health Plans United     trade debt        $18,275
Healthcare

Mountain Construction          trade debt        $16,867

Probuild East LLC              trade debt        $16,771

Lamtec Corporation             trade debt        $16,123

Linear                         trade debt        $15,174

Art Craft Metals Inc.          trade debt        $14,965

Basffoam Enterprises           trade debt        $14,751

Rubbermaid Home Products       trade debt        $14,142

The petition was signed by Timothy J. Gallagher, chief financial
officer.


US TELEPACIFIC: Moody's Gives Negative Outlook; Keeps 'B3' Rating
-----------------------------------------------------------------
Moody's Investors Service has changed the outlook for all ratings
of US TelePacific Corporation to negative from stable, reflecting
the challenges the company will face in staying compliant with
debt covenants in its bank credit facility over the next twelve
months.  Moody's affirmed the Company's B3 corporate family rating
and the B1 ratings for the Company's senior secured (first lien)
bank credit facilities.   Moody's does not rate TelePacific's
senior secured (second lien) term loan.

Issuer: U.S. TelePacific Corporation

* Corporate Family Rating -- Affirmed, B3

* Probability of Default Rating -- Affirmed, B3

* Senior Secured Revolving Credit Facility -- Affirmed, B1,
  LGD2 - 29%

* 1st Lien Term Loan -- Affirmed, B1, LGD2 -29%

Outlook Actions:

* Outlook, Changed To Negative From Stable

The B3 corporate family rating reflects TelePacific's ongoing
turnaround, as the Company's service territories in California and
Nevada were among the first hit by the collapse of the real estate
market in 2007.  The slower than anticipated sales and heightened
churn caused by the poor economic conditions in its markets have
contributed to the Company's revenue run rate falling about $50
million short of Moody's previous projections for 2009.  On the
other hand, TelePacific has exceeded expected cost synergies from
the integration of MPower and Arrival Communications, and may have
additional flexibility in slowing its capital spending to preserve
liquidity and generate positive free cash flow in 2009.

However, the negative outlook is based on Moody's expectations
that TelePacific will have a difficult time in meeting the
scheduled stepped down leverage covenants in its bank facility
throughout 2009.  Although the Company expects to manage its
operations to avoid covenant violations, the continuing pressures
in TelePacific's operating territories may limit the company's
maneuverability and force the Company to seek covenant relief.
Moody's notes that the company's covenant levels (3.0x) for total
reported leverage is low relative to its CLEC peers, and that the
lenders may be amenable to reset the covenants.  However, given
the current conditions in the credit markets, a waiver or an
amendment would be expensive, further straining TelePacific's free
cash flow generating capacity.  Moody's also acknowledges the
support that TelePacific's sponsors have provided to the company
by extending a $20 million letter of credit facility to backstop a
run up of accounts payable.

Moody's last rating action was on January 23, 2008, when Moody's
affirmed TelePacific's B3 corporate family rating and the B1
ratings for the Company's first lien credit facilities.

TelePacific Communications, headquartered in Los Angeles,
California, is a competitive local exchange carrier serving over 1
million access line equivalents.


VARIG LOGSTICA: Voluntary Chapter 15 Case Summary
-------------------------------------------------
Chapter 15 Petitioner: Alexandre Savio Abs da Cruz
                       manager of flight operations of Varig
                       Logstica S.A.

Chapter 15 Debtor: Varig Logstica S.A.
                   Rua Gomes de Carvalho, no. 1609
                   Vila Olimpia
                   Brazil
                   So Paulo, FL 33130

Chapter 15 Case No.: 09-15717

Type of Business: The Debtor provides cargo air transport services
                  in Brazil to major cargo companies including,
                  among others, Federal Express, DHL and UPS.

Chapter 15 Petition Date: March 31, 2009

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Chapter 15 Petitioner's Counsel: Stephen P. Drobny, Esq.
                                 sdrobny@shutts.com
                                 1500 Miami Center
                                 201 S Biscayne Blvd.
                                 Miami, FL 33131
                                 Tel: (305) 347-7362

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million


VINEYARD BANK: Weiss Ratings Assigns "Very Weak" E- Rating
----------------------------------------------------------
Weiss Ratings has assigned its E- rating to Rancho Cacamonga,
Calif.-based Vineyard Bank, National Association.  Weiss says that
the institution currently demonstrates what it considers to be
significant weaknesses and has also failed some of the basic tests
Weiss uses to identify fiscal stability.  "Even in a favorable
economic environment," Weiss says, "it is our opinion that
depositors or creditors could incur significant risks."

Vineyard Bank is chartered as a National Bank, primarily regulated
by the Office of the Comptroller of the Currency.  The institution
was established on Sept. 11, 1981, and deposits have been insured
by the Federal Deposit Insurance Corporation since that date.
Vineyard Bank maintains a Web site at http://www.vineyardbank.com/
and has 17 branches in California.

At Dec. 31, 2008, Vineyard Bank disclosed $2.0 billion in assets
and $1.8 billion in liabilities in its regulatory filings.


VISTEON CORP: Files Annual Report; PwC Issues Going Concern Doubt
-----------------------------------------------------------------
Visteon Corporation delivered on March 31, 2009, to the Securities
and Exchange Commission its Annual Report on Form 10-K for the
year ended December 31, 2008.

Visteon posted a net loss of $681 million for year 2008 on net
sales of $9.07 billion, compared to $372 million in 2007 on net
sales of $10.7 billion.

As of Dec. 31, 2008, Visteon had $5.24 billion in total assets;
$4.27 billion in total current liabilities, $65 million in long-
term debt, and $1.31 billion employee, pension and other
postretirement benefit obligations.  Visteon had $887 billion in
shareholders' deficit as of December 31.

Pursuant to affirmative covenants contained in the agreements
associated with the Company's senior secured facilities and
European Securitization, Visteon is required to provide audited
annual financial statements within a prescribed period of time
after the end of each fiscal year without a "going concern" audit
report or like qualification or exception.

On March 31, 2009, PricewaterhouseCoopers LLP, the Company's
independent registered public accounting firm included an
explanatory paragraph in its audit report on the Company's 2008
consolidated financial statements indicating substantial doubt
about the Company's ability to continue as a going concern.  The
receipt of such an explanatory statement constitutes a default
under the Facilities.

Visteon is exploring various strategic and financing alternatives
and has retained legal and financial advisors to assist in this
regard.  The Company has commenced discussions with lenders under
the Facilities, including an Ad Hoc Committee of lenders regarding
the restructuring of the Company's capital structure.
Additionally, the Company has commenced discussions with certain
of its major customers to address its liquidity and capital
requirements.

Visteon says any restructuring may affect the terms of the
Facilities, other debt and common stock and may be affected
through negotiated modifications to the related agreements or
through other forms of restructurings, including under court
supervision pursuant to a voluntary bankruptcy filing under
Chapter 11 of the U.S. Bankruptcy Code.  There can be no assurance
that an agreement regarding any such restructuring will be
obtained on acceptable terms with the necessary parties or at all.
If an acceptable agreement is not obtained, an event of default
under the Facilities would occur as of the expiration of the
Waivers, excluding any extensions thereof, and the lenders would
have the right to accelerate the obligations thereunder.
Acceleration of the Company's obligations under the Facilities
would constitute an event of default under the senior unsecured
notes and would likely result in the acceleration of these
obligations as well.  In any such event, the Company may be
required to seek protection under Chapter 11 of the U.S.
Bankruptcy Code.

As reported in today's Troubled Company Reporter, the Company
entered into amendments and waivers with the lenders under its
Facilities, which provide for waivers of the defaults for limited
periods of time.

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

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.

                          *     *     *

As reported by the Troubled Company Reporter on March 31, 2009,
Moody's Investors Service lowered Visteon'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, unguaranteed 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.

On March 11, Fitch Ratings downgraded the Issuer Default Rating of
Visteon Corporation to 'C' from 'CC', indicating that a default
was imminent or inevitable.  The ratings were removed from Rating
Watch Negative, where they were placed on Dec. 11, 2008.

The TCR said on Jan. 14, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Visteon Corp. to
'CCC' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed on Nov. 13, 2008, with negative
implications.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.


VISTEON CORP: UK Affiliate Commences Insolvency Proceedings
-----------------------------------------------------------
Visteon Corporation says Visteon UK Limited, a company organized
under the laws of England and Wales and an indirect, wholly-owned
subsidiary of the Company, filed on March 31, 2009, for
administration under the United Kingdom Insolvency Act of 1986
with the High Court of Justice, Chancery division in London,
England.

The UK Administration does not include the Company or any of the
Company's other subsidiaries.

The UK Administration was initiated in response to continuing
operating losses of the UK Debtor and mounting labor costs and
their related demand on the Company's cash flows.

Under the UK Administration, the UK Debtor will likely be run
down.  The UK Debtor has operations in Enfield, UK, Basildon, UK,
and Belfast, UK and recorded sales of $250 million for the year
ended December 31, 2008.  The UK Debtor had total assets of $153
million as of December 31, 2008.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.

                          *     *     *

As reported by the Troubled Company Reporter on February 27, 2009,
Visteon, for fourth quarter 2008, posted a net loss of
$328 million on sales from continuing operations of $1.7 billion.
For fourth quarter 2007, Visteon reported a net loss of
$43 million on sales of $2.9 billion.  For the full year 2008,
Visteon reported a net loss of $663 million on sales of
$9.5 billion compared with a net loss of $372 million on sales of
$11.3 billion for full year 2007.

As of Dec. 31, 2008, Visteon had $5.26 billion in total assets,
$1.71 billion in current liabilities, $2.61 billion in long-term
debt.  Visteon also had $627 million in employee benefit
obligations, including pension obligations; $404 million in
postretirement benefits other than pensions; $139 million in
deferred income tax obligations; $365 million in other non-current
liabilities; and $264 million in minority interests in
consolidated subsidiaries.  Visteon has an $869 million
shareholders' deficit.

As reported by the Troubled Company Reporter on March 31, 2009,
Moody's Investors Service lowered Visteon'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, unguaranteed 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.

On March 11, Fitch Ratings downgraded the Issuer Default Rating of
Visteon Corporation to 'C' from 'CC', indicating that a default
was imminent or inevitable.  The ratings were removed from Rating
Watch Negative, where they were placed on Dec. 11, 2008.

The TCR said on Jan. 14, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Visteon Corp. to
'CCC' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed on Nov. 13, 2008, with negative
implications.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.


VISTEON CORP: Gets Waiver Until May 30 Under Credit Facilities
--------------------------------------------------------------
Visteon Corporation has reached agreements with its lenders for
temporary waivers and amendments to its primary secured credit
facilities while continuing to address its capital structure.  The
company also said it is engaged in discussions with customers to
address its liquidity and capital requirements.

Specifically, effective March 31, 2009, the Company entered into
limited waivers and amendments to these agreements:

   -- The Amended and Restated Credit Agreement, dated as of
      April 10, 2007 -- Term Credit Agreement -- among the
      Company, certain of its subsidiaries, the lenders, Credit
      Suisse Securities (USA) LLC and Sumitomo Mitsui Banking
      Corporation, as co-documentation agents, Citicorp USA, Inc.,
      as syndication agent, JPMorgan Chase Bank, N.A., as
      administrative agent, and J.P. Morgan Securities Inc. and
      Citigroup Global Markets Inc. as joint lead arrangers and
      joint bookrunners;

   -- The Credit Agreement, dated as of August 14, 2006 -- ABL
      Credit Agreement -- among the Company, certain of its
      subsidiaries, the lenders, and JPMorgan Chase Bank, N.A., as
      Administrative Agent; and

   -- The Master Receivables Purchase & Servicing Agreement, dated
      as of August 14, 2006 and as amended and restated as of
      October 29, 2008 -- Securitization Agreement - among
      Visteon UK Limited, Visteon Deutschland GmbH, Visteon
      Sistemas Interiores Espana S.L.U., Cadiz Electronica S.A.U.,
      Visteon Portuguesa Limited, VC Receivables Financing
      Corporation Limited, Visteon Electronics Corporation,
      Visteon Financial Centre P.L.C., The Law Debenture Trust
      Corporation P.L.C., Citibank, N.A., Citibank International
      Plc, Citicorp USA, Inc., and the Company and the related
      securitization agreements.

Pursuant to the Limited Waiver to the Term Credit Agreement, the
potential default relating to the inclusion of an explanatory
paragraph in the report of the Company's independent registered
public accounting firm indicating substantial doubt about the
Company's ability to continue as a going concern is waived until
May 30, 2009, and the Company is required to complete certain
collateral disclosure and perfection matters within certain
periods following effectiveness or the Term Waiver may be
terminated prior to May 30, 2009 and certain other Events of
Default may occur.

The Company also entered into a letter agreement, effective as of
March 31, 2009, with an ad hoc committee of lenders under its
senior secured term loan.  The Letter Agreement requires, among
other things, that the Company and it subsidiaries to provide
access to management, as well as certain analysis and reports to
the Ad Hoc Committee.  The agreement also requires the Company and
its subsidiaries in North America and Europe to maintain a balance
of cash and cash equivalents of at least $335.1 million on a
consolidated basis, and requires the Company and its subsidiaries
in North America to maintain a balance of cash and cash
equivalents of at least $193.5 million on a consolidated basis.
The Letter Agreement provides that the failure to comply with any
of its terms will cause termination of the Term Waiver prior to
May 30, 2009 and certain other Defaults or Events of Default may
occur.

Pursuant to the Fourth Amendment and Limited Waiver to the Credit
Agreement and Amendment to Security Agreement, the Going-Concern
Default is waived until May 30, 2009, and the Company is required
to complete certain collateral disclosure and perfection matters
within certain periods following effectiveness or the ABL Waiver
may be terminated at the discretion of the Administrative Agent.
The ABL Waiver also makes several amendments to the ABL Credit
Agreement, including:

   * Increasing the interest rate applicable to borrowing and
     commitment fees payable thereunder;

   * Eliminating the availability of swingline loans and
     overadvances;

   * Restricting future borrowings or the issuance of any new
     letters of credit if such borrowing or letter of credit would
     cause the amount of the Company's cash and cash equivalents
     in the U.S. to exceed $100 million, excluding amounts held in
     certain designated collateral accounts;

   * Requiring the Company to maintain cash and cash equivalents
     in a certain designated deposit or securities account in
     amount that at least equals the amount borrowed plus letters
     of credit issued under the ABL Credit Agreement; and

   * Ensuring that only a certain amount of cash and cash
     equivalents are held in accounts that are not subject to
     control agreements securing outstanding amounts under the ABL
     Credit Agreement.

Pursuant to the Conditional Waiver to the Securitization
Agreement, the Going-Concern Default is waived until June 29,
2009.  The Securitization Waiver also makes several amendments to
the Securitization Agreement, including:

   * Decreasing the variable funding facility limit to
     $200 million;

   * Increasing the borrowing rates and commitment fees payable
     thereunder;

   * Increasing certain reserves;

   * Requiring notification to customers by Visteon of the sales
     of certain receivables and re-direction of customer payments
     to special purpose segregated accounts;

   * Increasing the frequency of borrowing base and other
     reporting and settlement periods;

   * Giving the agent discretion to access receivables
     collections; and

   * Requiring further amendments from May 31, 2009, that would
     require customers whose receivable have been sold under the
     program to make payment thereon directly to the lenders.

Visteon remains in active discussions with its lenders regarding
the restructuring of the company's capital structure.

Additionally, Visteon is continuing discussions with its customers
including Chrysler, Ford, GM, Honda, Hyundai, Nissan, PSA and
Renault, regarding support and cooperation to assist the company
in managing through the current environment.  However, there can
be no assurance that agreements regarding any such restructuring
will be obtained.

"Visteon remains focused on driving improvement throughout our
operations despite the turbulent production environment," said
Chairman and CEO Donald J. Stebbins. "We appreciate the
involvement and support of our lenders and customers in that
effort, along with the ongoing commitment of our global suppliers
and employees."

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Mich. (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.

                          *     *     *

As reported by the Troubled Company Reporter on February 27, 2009,
Visteon, for fourth quarter 2008, posted a net loss of
$328 million on sales from continuing operations of $1.7 billion.
For fourth quarter 2007, Visteon reported a net loss of
$43 million on sales of $2.9 billion.  For the full year 2008,
Visteon reported a net loss of $663 million on sales of
$9.5 billion compared with a net loss of $372 million on sales of
$11.3 billion for full year 2007.

As of Dec. 31, 2008, Visteon had $5.26 billion in total assets,
$1.71 billion in current liabilities, $2.61 billion in long-term
debt.  Visteon also had $627 million in employee benefit
obligations, including pension obligations; $404 million in
postretirement benefits other than pensions; $139 million in
deferred income tax obligations; $365 million in other non-current
liabilities; and $264 million in minority interests in
consolidated subsidiaries.  Visteon has an $869 million
shareholders' deficit.

As reported by the Troubled Company Reporter on March 31, 2009,
Moody's Investors Service lowered Visteon'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, unguaranteed 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.

On March 11, Fitch Ratings downgraded the Issuer Default Rating of
Visteon Corporation to 'C' from 'CC', indicating that a default
was imminent or inevitable.  The ratings were removed from Rating
Watch Negative, where they were placed on Dec. 11, 2008.

The TCR said on Jan. 14, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Visteon Corp. to
'CCC' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed on Nov. 13, 2008, with negative
implications.  The outlook is negative.  At the same time, S&P
also lowered its issue-level ratings on the company's debt.


W.R. GRACE: Seeks to Keep CEO Alfred Festa for Another 4 Years
--------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates seek authority from
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware to enter into an employment agreement with
Alfred E. Festa to extend his term as chief executive officer.

Mr. Festa has been CEO of the Debtors since June 1, 2005.  He
assumed the position of CEO pursuant to a written agreement with
the Debtors, dated January 19, 2005, which agreement expires on
May 31, 2009.  The Debtors' Board of Directors, according to
Theodore L. Freedman, Esq., at Kirkland & Ellis LLP, in New York,
has determined that Mr. Festa should continue to be retained in
the CEO position.

Mr. Freedman relates that since Mr. Festa became CEO, each of the
Debtors' businesses have performed well.  In 2008, Grace's core
EBIT is $300 million compared to 2004's $179 million.  In 2008,
despite difficult economic conditions, at the end of the year
total revenues increased to $3.317 million.

Moreover, Mr. Freedman notes that during Mr. Festa's tenure as
CEO, the Debtors have resolved a substantial portion of their
liabilities subject to compromise and moved closer to resolution
of their Chapter 11 cases.  Specifically, in April 2008, the
Debtors entered into an agreement-in-principle to settle all
present and future asbestos-related personal injury claims
against the Debtors.  On March 9, 2009, the Court approved the
Disclosure Statement explaining the Debtors' Joint Plan of
Reorganization.

Thus, the Debtors' Board believes Mr. Festa continues to make
significant contributions to the Debtors' business performance as
CEO, and therefore continuity of his leadership of the Debtors'
will benefit their estates.

                          2009 CEO Agreement

The CEO Agreement, valid for four years beginning June 1, 2009,
entitles Mr. Festa to:

  (a) an initial annual salary of $936,000;

  (c) a 100% targeted award under the Debtors' annual incentive
      compensation program; and

  (d) participation in each of the Debtors' annual long-term
      incentive compensation program having a targeted value of
      $3.2 million under the 2009-2010 Long-term Incentive Plan
      for Key Employees.

In all other respects, the 2009 CEO Agreement is essentially the
same as the 2005 CEO Agreement, Mr. Freedman says.

Mr. Freedman tells the Court that Mr. Festa has accepted the terms
of the 2009 CEO Agreement.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.  Estimation of W.R. Grace's asbestos personal
injury liabilities commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: To Implement 2009-2011 Key Employee Incentive Plan
--------------------------------------------------------------
W.R. Grace & Co. and its affiliates ask Judge Judith Fitzgerald of
the U.S. Bankruptcy Court for the District of Delaware for
permission to implement the W.R. Grace & Co. 2009-2011 Long Term
Incentive Plan, the Debtors' continuing long-term incentive
compensation program for certain of their key employees.

Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones LLP,
in New York, relates that the Debtors' long-term incentive program
requires that a renewed LTIP be implemented each calendar year,
with no more than three LTIPs in effect in any year.  The Court
has previously entered seven orders authorizing the Debtors to
implement their long-term incentive plans:

      Date of Order             Period of LTIP
      -------------             --------------
      August 26, 2002           2002-2004 LTIP
      March 26, 2006            2003-2005 LTIP
      June 9, 2004              2004-2006 LTIP
      July 13, 2005             2005-2007 LTIP
      July 24, 2006             2006-2008 LTIP
      August 29, 2007           2007-2009 LTIP
      August 26, 2008           2008-2010 LTIP

The provisions of the 2009-2011 LTIP are essentially the same as
the provisions under the 2008-2010 LTIP, except that the
aggregate targeted award will be decreased based on the
recommendation of Watson Wyatt Worldwide, the compensation
consultant of the Debtors' Board of Directors.

The 2009-2011 LTIP provides for a cash payout award component
equal to 50% of the total targeted award of $12.5 million for key
employees, and a grant of stock options for shares of the W.R.
Grace & Co. stock for the remaining 50% of the total targeted
award.

If earned, total aggregate cash awards under the 2009-2011 LTIP
would be:

                    Targeted           Maximum
     Year           Cash Payout       Cash Payout
    -------         ------------      ------------
     2011           $2.08 million      $2.08 million
     2012           $4.17 million      $10.42 million
     Total          $6.25 million      $12.50 million

Cash awards to key employees, if earned, will be made in one-
third installment in 2011 and two-thirds installment in 2012.

Performance criteria for the cash awards are:

  (a) Business performance for cash awards is measured on a
      three-year performance period, commencing with 2009.

  (b) The applicable compounded annual 3-year growth rate in
      core earnings before interest and taxes (EBIT) to achieve
      a cash payment of 100% of the 2009-2011 LTIP target award
      will be 6% per annum.  Core EBIT for the 3-year period is
      adjusted for changes in pension expense and LTIP expense
      (Core EBIT).

  (c) Partial payouts for EBIT growth rates between 0% and 6%
      will be implemented on a straight-line basis.

  (d) Cash payments under the 2009-2011 LTIP will be increased
      at EBIT compounded annual growth rates in excess of the
      6%, up to a maximum of 200% of the Base Target Cash Award
      at an annual compounded EBIT growth rate of 25%.

  (e) Cash payouts, if earned, will occur in one-third
      installment in 2011 and two-third installment in 2012.
      The one-third installment after 2011 is limited to one-
      third of the Base Targeted Cash Award.

  (f) Cash payout adjustments for a "significant acquisition"
      and a "significant divestiture" applicable to the
      calculation of cash awards under the 2008-2010 LTIP and
      the 2007-2009 LTIP will also apply to cash awards under
      the 2008-2010 LTIP.

The 2009-2011 LTIP targets an award value of $12.5 million in the
aggregate, excluding that for the Debtors' chief executive
officer, which award value has decreased from the $15.8 million
target value in 2008-2010 LTIP.

Ms. Makowski says the company's compensation committee has
decided to reset its long term incentive award strategy to
reflect the 50th percentile of the Debtors' industry peer group,
instead of the 60th percentile that has been in place before
these Chapter 11 cases up to the implementation of the 2008-2010
LTIP.

Moreover, under the 2009-2011 LTIP, the Debtors anticipate
granting options covering about 2 million shares of Grace Stock,
including those for the CEO.  The stock options granted under the
2009-2011 LTIP will be deemed to have the same value as the
options granted under the 2008-2010 LTIP, based on the
recommendation of Watson Wyatt.  Ms. Makowski notes that the
number of shares of Grace Stock covered by grants under the 2009-
2011 LTIP will be about the same number as covered by grants last
year under the 2008-2010 LTIP.

The "strike price" of the stock options awarded under the 2009-
2011 LTIP will be the market price of Grace Stock as of the award
date.  One third of the awarded stock options would vest each
year in 2010, 2011, and 2012.  The stock options would generally
be exercisable for five years after grant.

The Debtors must provide sufficient incentives to motivate and
retain their high-performing employees during the pendency of
their Chapter 11 cases.  This would maximize the likelihood of a
successful restructuring for the Debtors, Ms. Makowski tells the
Court.

Meanwhile, the Court granted the Debtors' request to contribute
$8,533,803 to their retirement plans for April 2009, as required
by federal law.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl
& Jones LLP, in New York, said she did not receive any timely
objection relating to the request.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.  Estimation of W.R. Grace's asbestos personal
injury liabilities commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Hires Seale to Advise on Sale of Gas Equipment Unit
---------------------------------------------------------------
W.R. Grace & Co. and its affiliates ask Judge Judith Fitzgerald of
the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Seale & Associates, Inc., as their financial
advisor in connection with the sale of all or substantially all of
the assets in their gas equipment business.

The Debtors conduct a specialty chemical business that operates
through two operating units, Grace Davison and Grace Construction
products.  The Debtors manufacture and sell certain equipment for
natural gas processing applications as part of their Grace
Davison business unit operations.  In order to sell the assets of
the business in the most efficient and effective manner, the
Debtors require the services of Seale.

As sale financial advisor, Seale is expected to:

  (a) identify potential acquiring companies;

  (b) assist the Debtors in approaching those companies and any
      other companies, which come to the Debtors' attention;

  (c) coordinate the execution of confidentiality agreements
      with prospective acquiring companies;

  (d) complete necessary selling materials;

  (e) coordinate the divestiture process with potential
      acquiring companies;

  (f) assist in the preparation of management presentations;

  (g) coordinate management presentation visits and data room
      inspections with acquiring companies; and

  (h) assist in the closing process as requested by the Debtors.

Laura Davis Jones, Esq., at Pachulski Stang, Ziehl & Jones, LLP,
in Wilmington, Delaware, emphasizes that Seale will carry out
functions distinct only to the Transaction so that there will be
no duplication of efforts by Seale and the Debtors' financial
advisor, Blackstone Group L.P.

For the contemplated services, the Debtors will pay Seale:

  * a $25,000 monthly non-refundable retainer, not exceeding
    $100,000, payable after the execution of their Retainer
    Agreement, plus

  * a success fee calculated as 2% on any proceeds that when
    calculated as a multiple of 2008 EBITDA is equal to 6.5
    times or less; plus 2.50% of any portion of the proceeds
    that when calculated as a multiple of 2008 EBITDA is greater
    than 6.5 times and up to and including 7.5 times; plus 3% of
    any portion of proceeds that when calculated as a multiple
    of 2008 EBITDA is in excess of 7.5 times.

The success fee, Ms. Jones says, is contingent upon closing of
the Transaction.

The Debtors will also reimburse Seale for all expenses incurred
in connection with Transaction.  Moreover, the Debtors will
indemnify Seale for any claims arising from or related to the
Transaction, except for claims resulting from the firm's bad
faith, gross negligence or willful misconduct.

Jeremy F. Rohen, a managing director at Seale & Associates, Inc.,
assures the Court that Seale is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107 (b) of the Bankruptcy Code.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.  Estimation of W.R. Grace's asbestos personal
injury liabilities commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Former Employees Testify on Asbestos in Libby Mine
--------------------------------------------------------------
Several witnesses have been presented before the U.S. District
Court for the District of Montana in the trial of the criminal
case filed by the U.S. Government against W.R. Grace & Co. and
its former executives relating to the company's vermiculite mine
in Libby, Montana.

Robert Locke, a former global vice president of Grace's
construction products division, related on March 23, 2009, as a
government witness, that he has warned his former boss of the
dangers of the vermiculite mined in Libby after company tests in
1977 showed the vermiculite ore is tainted with asbestos, Amy
Linn and Bob Van Norris of Bloomberg News reported.

The Government, according to the report, showed the jury a memo
circulating to several top Grace officials in January 1977
outlining possible repercussions the company faced from Libby
vermiculite.

Mr. Locke resigned from Grace on bad terms and has subsequently
filed civil lawsuits against Grace and Robert Bettachi, the
company's former senior vice president, the report related.

Grace Yang, a chemist and former research manager of Grace, told
jurors on March 19 that Grace commissioned a study in 1976 that
showed hamsters exposed to vermiculite mined in Libby developed
mesothelioma, a rare and deadly cancer, Bloomberg reported.
Specifically, the study showed that 10 of the 60 hamsters
suffered from lung tumors and "extensive" thickening of the
lungs.  Grace never published the study, Ms. Yang told the Court,
Bloomberg said.

Hayman Duecker, a former chemist for Grace, testified that he
oversaw the 1976 study on the hamsters, Montana's News Station
said in a report dated March 18, 2009.

Aubrey Miller, a toxicologist for the U.S. Environmental
Protection Agency, said in a testimony before the Court, that EPA
workers involved in the agency's cleanup operations in Libby,
Montana, were exposed to asbestos fibers, Montana's News Station
said in a March 16, 2009 report.  Dr. Miller testified that EPA
cleanup operation samples showed hundreds of thousands of
asbestos fibers floating around workers, and that one EPA worker,
while driving a truck at the site, was exposed to 500,000
asbestos fibers, the report said.

Defense lawyers argued that the State of Montana and EPA found no
apparent Clean Air Act violations by Grace, the report disclosed.

James Becker, who used to work as senior financial analyst for
Grace testified that Grace tried to use discretion in labeling
its Zonolite products to make sure the company didn't lose money.
Mr. Becker said, according to Montana's News, that he
participated in a series of strategic task force committee
meetings where the company planned to limit consumers from buying
large amounts of Vermiculite by putting the fertilizer product in
larger bags so no one would want to purchase them.

Defense attorney, David Bernick, Esq., at Kirkland & Ellis, LLP,
in Chicago, Illinois, argued by saying Grace spent $6 million to
replace its wet mill to meet environmental operating standards,
Montana's News said.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.  Estimation of W.R. Grace's asbestos personal
injury liabilities commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WARREN BANK: Weiss Ratings Assigns "Very Weak" E- Rating
--------------------------------------------------------
Weiss Ratings has assigned its E- rating to Warren, Mich.-based
Warren Bank.  Weiss says that the institution currently
demonstrates what it considers to be significant weaknesses and
has also failed some of the basic tests Weiss uses to identify
fiscal stability.  "Even in a favorable economic environment,"
Weiss says, "it is our opinion that depositors or creditors could
incur significant risks."

Warren Bank is a member of the Federal Reserve, and is primarily
regulated by the Federal Reserve Board.  The institution was
established on Oct. 7, 1998, and deposits have been insured by the
Federal Deposit Insurance Corporation since that date.  Warren
Bank maintains a Web site at http://www.warrenbank.com/and has
six branches in Michigan.

At Dec. 31, 2008, Warren Bank disclosed $604 million in assets and
$572 million in liabilities in its regulatory filings.


WILBRAHAM CBO: Fitch Junks Ratings on Two Classes of Notes
----------------------------------------------------------
Fitch Ratings has downgraded one and revised the Recovery Rating
on two classes of notes issued by Wilbraham CBO, Ltd.  These
rating actions are effective immediately:

  -- $17,497,076 class A-2 notes downgrade to 'B' from 'BBB-' and
     Outlook Stable;

-- $10,048,198 class B-1 notes remain at 'C' and revise 'DR4'
   to 'RR5';

  -- $ 31,776,988 class B-2 notes remain at 'C' and revise 'DR4'
     to 'RR5'.

Additionally, the class A-1 notes have been paid in full.
Wilbraham is a collateralized debt obligation managed by Babson
Capital Management LLC which closed July 13, 2000.  Wilbraham is
primarily composed of corporate high yield bonds.  The final
maturity for this transaction is July 13, 2012.  Payments are made
semi-annually in January and July and the reinvestment period
ended in July 2005.

The downgrade to the class A-2 notes reflects the poor credit
quality of the current performing portfolio.  The weighted average
rating of the portfolio is 'B-/CCC+' of which 16.6% is rated in
the 'CCC' or lower category.  Approximately 10.7% of the portfolio
is currently on Outlook Negative and 9.3% is on Rating Watch
Negative.  As of the March 2, 2009 trustee report,
$6.4 million was reported in the principal collections account and
a portfolio collateral balance of $31.2 million, of which $10.1
million is defaulted.  The class A overcollateralization test
passed at 156.3% with a trigger of 120%; however, the B and C OC
tests failed their respective triggers of 113% and 106.5%.
Additionally, all interest coverage tests are failing.

The downward revision to the RR on the class B-1 and B-2 notes is
the result of a lower recovery expectation for the remaining
securities in the portfolio and the significant
undercollateralization of the classes.  Additionally, the classes
continue to PIK interest and further undercollateralization is
expected as this continued diversion of principal to pay down the
most senior notes progresses over time.

The ratings address the likelihood that investors will receive
full and timely payments of interest on scheduled interest payment
dates, as well as the stated balance of principal on the final
payment 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.


WILLOUGHBY'S APPLIANCE: In the Process of Filing for Bankruptcy
---------------------------------------------------------------
Willoughby's Appliance Center is in the process of filing for
bankruptcy, Kristv.com reports, citing an attorney for the
Company's owner.

According to Kristv.com, dozens of clients have complained to the
Better Business Bureau when they weren't able to get the
appliances they bought from Willoughby's.  The BBB, Kristv.com
relates, said that Willoughby's has promised to give those clients
their appliances.

Kristv.com states that several called the police department,
seeking to file criminal charges against Willoughby's.  The report
says that the police determined that it's a "civil matter" after
some discussion with the district attorney's office.

Willoughby's Appliance Center --
http://willoughbys.homeappliances.com/hadealer/StoreDisplay.do?STO
RE=SStaples -- is based in Corpus Christi, Texas.


WOODLANDS COMMERICAL: Weiss Ratings Assigns "Very Weak" E- Rating
-----------------------------------------------------------------
Weiss Ratings has assigned its E- rating to Salt Lake City-based
Woodlands Commercial Bank fka Lehman Brothers Commercial Bank.
Weiss says that the institution currently demonstrates what it
considers to be significant weaknesses and has also failed some of
the basic tests Weiss uses to identify fiscal stability.  "Even in
a favorable economic environment," Weiss says, "it is our opinion
that depositors or creditors could incur significant risks."

Woodlands is not a member of Federal Reserve, and is primarily
regulated by the Federal Deposit Insurance Corporation.  The
institution was established on August 24, 2005, and deposits have
been insured by the FDIC since that date.  Woodland tells the FDIC
it maintains a Web site at http://www.lehman.com/and has one
office located in Salt Lake City.

At Dec. 31, 2008, Woodlands disclosed $5.4 billion in assets and
$4.9 billion in liabilities in its regulatory filings.


ZOUNDS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Zounds, Inc.
        4404 E. Baseline Rd., Ste. 114
        Phoenix, AZ 85042

Bankruptcy Case No.: 09-bk-06053

Type of Business: The Debtor offer a portfolio of hearing aids
                  and wireless devices.

                  See http://www.zoundshearing.com/

Chapter 11 Petition Date: March 30, 2009

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Jordan A. Kroop, Esq.
                  jkroop@ssd.com
                  Squire Sanders & Dempsey LLP
                  Two Renaissance Square
                  40 N. Central Avenue, Ste. 2700
                  Phoenix, AZ 85004-4498
                  Tel: (602) 528-4000
                  Fax: (602) 253-8129

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
   ------                      ---------------   ------------
JWT Specialized                Trade             $4,267,329
Communications
File 56434
Los Angeles, CA 90074-6434

A. Eicoff & Company            Trade             $911,871
P.O. Box 8500-4250
Philadelphia, PA 19178

Signature Capital Investment   Banking           $747,190
100 Commercial St., Suite 100  Services
Portland ME 04101

Chongqinn Sichuan              Trade             $428,858
Microcircuit Company

Ketchum-Chicago                Trade             $286,741

Group 7 Design                 Trade             $284,778

Low Mountain Construction      Trade             $213,631

RCC Associates, Inc.           Trade             $191,521

Leiden Cabinet Company         Trade             $187,542

Murata Power Solutions         Trade             $175,063

DAZ3-Stapley Office Bldg #1    Rent              $174,596

Fedcor Design, LLC             Trade             $150,885

Marco Contractors              Trade             $123,233

ETS-Lindgren, L.P.             Trade             $123,208

Staubach Retail                Trade             $112,716

R.C. Legnini Company, Inc.     Trade             $108,709

In'Tech Industries, Inc.       Trade             $105,748

Nationwide Yellow Pages        Trade             $96,558
Services

Robert Half Technology         Trade             $93,480

Knowles Electronics, Inc.      Trade             $91,112

The petition was signed by Samuel Thomasson, chief executive
officer.


* Fitch Comments on Restaurant Industry's Performance in Crisis
---------------------------------------------------------------
The restaurant industry continues to endure the negative effects
of the U.S. recession and the credit crisis in 2009, according to
a new report released by Fitch Ratings.  Most companies in the
industry are facing rising borrowing costs caused by the
combination of a challenging operating environment and difficult
credit conditions.  The quick-service restaurant segment, however,
is better positioned to withstand the current economic stress and
market downturn.

"Given that efforts to stimulate the economy will take time to
materialize, a sustainable turnaround is still not anticipated in
2009," said Carla Norfleet Taylor, Director at Fitch Ratings.
According to the report, Fitch expects these themes to continue to
permeate the industry in 2009:

  -- Sluggish same-store sales growth, which will continue due to
     rising unemployment, low consumer sentiment and reduced
     discretionary spending.

  -- Moderating food cost inflation; however, the benefits
     realized depend on the timing of contract expirations and
     exposure across various commodities.

  -- Reductions in capital expenditures and new unit
     development, primarily in full-service dining, as firms
     focus on maintaining adequate liquidity.

Since many firms in the restaurant industry are displaying weaker
credit profiles, those having to renegotiate bank credit
agreements are facing more stringent borrowing terms, at a time
when access to the bond market is challenging at best.
"Preserving liquidity and maintaining strong bank relationships is
paramount in this environment and will be the focus of most
management teams," said Wesley E. Moultrie, II Senior Director at
Fitch Ratings.

"While credit profiles are weakening across the industry, most of
the large investment grade chain restaurants have limited near-
term maturities and are currently generating free cash flow.  They
therefore have ample liquidity to weather the downturn," added
Taylor.

Default risk has increased for highly leveraged chains,
franchisees and independents, as seen by the number of bankruptcy
filings in the family dining and bar and grill segments during
2008.  "While the restaurant industry is extremely fragmented, in
aggregate outstanding debt and loan obligations for those entering
bankruptcy could be considerable," said Taylor.

This is a list of publicly rated Restaurant or Foodservice
companies and their current Fitch Issuer Default Ratings and
Outlooks:

  -- McDonald's Corporation: 'A', Stable Outlook
  -- Burger King Corporation: 'BB', Positive Outlook
  -- YUM! Brands, Inc.: 'BBB-', Stable Outlook
  -- Darden Restaurants, Inc.: 'BBB', Negative Outlook
  -- ARAMARK Corporation, 'B', Stable Outlook


* BaddebtBankruptcy.com Offers Bankruptcy Consultation
------------------------------------------------------
Bankruptcy Las Vegas, a bankruptcy consultancy company, has
launched a new Web site, baddebtbankruptcy.com, for free
consultation regarding bankruptcy protection.  Any person, who is
hit by bankruptcy can opt for this free consultancy.

Due to recent recession, many companies and people fail to clear
their debts.  Hence, they have to face court rooms or petitions
are filed against them.

At baddebtbankruptcy.com, lawyers meet personally with each
client.  The company offers a free initial consultation with one
of their Las Vegas Bankruptcy Attorneys.  They are traditionally
the most affordable of any dedicated personal bankruptcy firm in
Nevada.  They offer night and weekend appointments at various
locations throughout the state.  They make dealing with debt
through an experienced Las Vegas Bankruptcy Attorney, which is
easy and affordable.


* Equity Risk Partners Launches Executive Advisory Series
---------------------------------------------------------
Equity Risk Partners (ERP), the only full service insurance
brokerage and consulting firm focused exclusively on the needs of
the private equity industry, has launch of the Equity Risk
Partners' Executive Advisory Series to provide companies with
critical tools and information about insurance and private equity
issues.  To help companies navigate through turbulent markets, the
regular conference call series features ERP's most experienced
strategists providing vital information about key insurance and
private equity topics to help companies adapt to and overcome
today's economic challenges.

"With the current economic uncertainty, it has never been more
important to provide companies with the proper tools and resources
for making critical decisions," said Michael Marcon, founder and
CEO, Equity Risk Partners.  "As ERP is dedicated to insurance-
related issues and due diligence for the private equity market, we
are committed to helping companies understand the broader context
of these issues, as well as the specific costs, benefits, and
opportunities.  Through our Executive Advisory Series, we will be
able to answer companies' pressing questions, empower executives
with knowledge and assist them in making profitable business
decisions."

Equity Risk Partners' Executive Advisory Series will kick off at
1:30 p.m. EST, on April 2, with a strategic conference call
covering critical issues relating to bankruptcy.  Topics covered
will include what to consider about bankruptcy as it relates to
directors' and officers' liability insurance, property and
casualty, and employee benefits, as well as what to look for when
purchasing a company in bankruptcy.  Leading experts will address
what companies need to know about these topics, how to address
them, what pitfalls to be aware of and how to capitalize on
opportunities.

Each Equity Risk Partners' Executive Advisory Series call is
completely free for interested parties, will last approximately
30-45 minutes, and will include a question and answer session.
Transcripts will be made available after each call.  Additional
details will be announced shortly.

                    About Equity Risk Partners

Equity Risk Partners -- http://www.equityriskpartners.com/-- is
the only insurance brokerage, employee benefits and risk
management consulting firm focused exclusively on the needs of the
private equity industry and its portfolio companies. Founded in
2001, the company is dedicated to improving the efficiency,
structure and return of private equity transactions through
consistent and timely due diligence.  Combining extensive industry
experience with a dedication to excellence, they deliver creative,
cost effective insurance solutions, as well as innovative product
and financing alternatives.  Headquartered in San Francisco,
Equity Risk Partners has a nationwide presence with additional
offices in New York and Chicago.


* NewOak Names Sam Warren as RMBS Structured Solutions Director
---------------------------------------------------------------
NewOak Capital reports that Samuel Warren has been appointed as
director of RMBS Structured Solutions to direct the firm's RMBS
structuring solutions team and complement our already deep RMBS
and residential loans credit management capabilities.

"Non-agency mortgages continue to be a source of concern for many
financial institutions because of continued credit deterioration
and lack of clarity as to the impact of the new government
programs.  Sam brings a great deal of structuring and loan
experience in the residential mortgage space and complements our
deep bench," said Ron D'Vari, CEO and co-founder of NewOak
Capital.  "Depending on the specific circumstances, restructuring
can be a viable risk management solution but needs to be done with
care and full understanding of underlying credit, valuation,
accounting and documentation ramifications. NewOak Capital's
experienced team of credit, structuring, legal, valuation, and
trading are optimally positioned to work with clients to achieve
the best outcome," Mr. D'Vari stated.

"Sam brings a wealth of experience and a successful track record
in the restructuring of clients' structured credit portfolios to
NewOak Capital.  Sam is joining a group that already has a great
deal of depth in the RMBS, CMBS and CDO/CLO space and we're
excited to be adding such a strong leader for a strategy that we
believe is a timely solution for a number of our clients," said
James Frischling, President and co-founder of NewOak Capital.

Sam Warren brings extensive experience structuring and trading
reREMIC securities.  His previous experience includes positions at
Deutsche Bank and Lehman Brothers.  He was a MBS Trader at
Deutsche Bank, most recently responsible for the issuance of over
$8 billion in reREMIC securitizations.  Earlier at Deutsche Bank,
Mr. Warren led the Alt-A New Issue team of the MBS trading desk,
which issued over $20 billion of securities.  While at Lehman
Brothers, he was a member of the banking and structuring team,
which completed $9 billion of RMBS/HEQ issuance and created
multiple ABCP conduits for third parties.  Mr. Warren has a BA
from Columbia University.

                      About NewOak Capital

NewOak Capital -- http://www.newoakcapital.com/-- is an advisory,
asset management and capital markets firm organized to serve as an
ally to institutions in addressing the challenges of the global
credit markets.  Using an integrated analytics platform, we
provide analysis, valuation, restructuring, risk transfer and
investment management solutions and services to financial
institutions and other investors.  The NewOak Capital team
consists of more than 30 professionals with an average of more
than 20 years of experience across multiple asset classes and
credit cycles.  The firm's experts incorporate the interaction of
residential/commercial, consumer, and corporate credits via
capital markets, financial institutions, corporate
spending/capital needs, and consumer behavior.


* Stroock Adds Daniel Ginsberg to Financial Restructuring Group
---------------------------------------------------------------
Stroock & Stroock & Lavan LLP said Daniel P. Ginsberg has joined
the firm's Financial Restructuring Practice Group as Special
Counsel.

Mr. Ginsberg was most recently a Counsel for White & Case LLP,
where he practiced in the firm's financial restructuring and
insolvency group.  Mr. Ginsberg has extensive experience
representing both debtors and secured and unsecured creditors in
Chapter 11 cases.  His representative matters include
Environmental Systems Products Holdings, Inc., an emissions
testing company, in the out-of-court restructuring of more than
$600 million of debt; various aircraft finance parties in the
Northwest Airlines Corporation and Delta Air Lines, Inc. Chapter
11 cases; the pre-petition lenders in the Trenwick Americas
Corporation Chapter 11 case; the unsecured bank committee in the
Reliance Financial Services Corporation Chapter 11 cases; United
Pan-Europe Communications, N.V., a leading European cable and
telecommunications company, in connection with its successful
multinational restructuring; various creditors in the Lehman
Brothers Chapter 11 and SIPA proceedings; and the pre- and post-
petition secured lenders in the Fleming Companies, Inc. Chapter 11
cases.

Lewis Kruger and Kris Hansen, Co-Chairs of Stroock's Financial
Restructuring Group, noted that Mr. Ginsberg will be an excellent
addition to their large team of experts and that his broad
domestic and international restructuring experience will be a
valuable asset to their clients.  Stroock recently added Andrew
DeNatale as Partner and Head of the Special Situations Lending
Group on March 19, 2007.  Mr. Ginsberg previously practiced with
Mr. DeNatale.

Stroock's Financial Restructuring attorneys represent individual
and groups of creditors, investors, purchasers and debtors in
bankruptcy proceedings and out-of-court restructurings.  Stroock
has extensive experience representing strategic and control
investors, and regularly act for several hedge fund and private
equity investors in that capacity.

Stroock & Stroock & Lavan LLP -- http://www.stroock.com/-- is a
law firm providing transactional and litigation guidance to
leading multinational corporations, investment banks and private
equity firms in the U.S. and abroad.  Stroock's practice areas
include capital markets/securities, commercial finance, mergers
and acquisitions and joint ventures, private equity, private
funds, derivatives and commodities, employment law and benefits,
energy and project finance, entertainment, environmental law,
financial restructuring, financial services litigation, insurance,
intellectual property, investment management, litigation, personal
client services, real estate, structured finance and tax.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

Last Updated: March 16, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

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.

                   *** End of Transmission ***