TCR_Public/090402.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 2, 2009, Vol. 13, No. 91

                            Headlines


ABITIBI-CONSOLIDATED CO.: S&P Cuts Secured Debt Rating to 'D'
ABITIBI-CONSOLIDATED INC: Fitch Cuts Issuer Default Rating to 'D'
ABITIBI-CONSOLIDATED INC: Missed Payments Cue S&P's 'D' Rating
ACCENTIA BIOPHARMA: Court Extends Plan Filing Period to July 8
ACTIVE WALLACE: Gets Interim OK to Cash Collateral & DIP Funding

ADVANTAGE RENT-A-CAR: Selects Hertz' $33MM Bid for Certain Assets
AES CORPORATION: Moody's Reaffirms 'B1' Senior Unsecured Rating
AFFINITY BANK: Weiss Ratings Assigns "Very Weak" E- Rating
ALISAL WATER: Fitch Assigns 'BB+' Rating on $8.2-Mil. Bonds
BAIRE TRUCKING: Voluntary Chapter 11 Case Summary

BALLY TOTAL: Court Grants 1st Plan Exclusivity Extension
BANK OF AMERICA: May Sell Columbia Management & First Republic
BARCELONA II LLC: Case Summary & 8 Largest Unsecured Creditors
BEARINGPOINT INC: Creditors Committee Opposes Quick Sale
BELLEAIR CONVERSION: Case Summary & 20 Largest Unsec. Creditors

BERNARD L. MADOFF: Regulators Sue Firm's Largest Feeder Fund
BIOVAIL CORP: S&P Withdraws 'BB-' Corporate Credit Rating
BOSQUE POWER: S&P Cuts Rating on $412.5 Mil. Facilities to 'B'
BRUNO'S SUPERMARKETS: Court to Consider Bid to Reject CBA Today
CANON COMMUNICATIONS: Pact Amendment Cues Moody's Junk Rating

CF HOSPITALITY: 2 Hotels Can Be Sold in Foreclosure After May 11
CHRYSLER FINANCIAL: May Exhaust $1.5BB in Federal Aid This Month
CHRYSLER LLC: Various Parties Say Bankruptcy Inevitable
CHRYSLER LLC: Chrysler-Fiat Combination an "Impossible Goal"
CNH GLOBAL: S&P Cuts Long-Term Corporate Credit Rating to 'BB+'

COMPTON PETROLEUM: S&P Gives Negative Outlook; Affirms 'B' Rating
COMSTOCK HOMEBUILDING: May File for Bankruptcy Protection
CONSECO INC: BofA Loan Amended; Interest Rate Hiked to 7.5%
CREATIVE LOAFING: Court Denies Creditor's Plea to Take Control
CROTCHED MOUNTAIN: Moody's Downgrades Issuer Rating to 'B2'

DALLAS WASTE DISPOSAL: Voluntary Chapter 11 Case Summary
DBSI INC: Court Asks U.S. Trustee to Mull on 2 Separate Committees
DELPHI CORP: BeijingWest Deal "Most High Profile Acquisition Yet"
DIAL-A-MATTRESS: Court Okays Six First-Day Motions
DIAL-A-MATTRESS: Franchisee Balks at Asset Sale to Sleepy's

DIAMOND GLASS: Wins Court Confirmation of Liquidating Plan
DREIER LLP: Receiver Recovers $100-Mil. from Firm's Founder
DYNAMIC DECISIONS: Hedge Fund May Be Taken Over by Liquidators
EDDIE BAUER: S&P Affirms Corporate Credit Rating at 'CCC'
ENERGY FUTURE: Moody's Downgrades Corporate Family Rating to 'B2'

ENTERCOM COMMUNICATIONS: S&P Withdraws 'B+' Corporate Rating
FIRST BANK: Weiss Ratings Assigns "Very Weak" E- Rating
FIRSTENERGY CORP: Fitch Affirms Issuer Rating on 2 Units at 'BB+'
FORD MOTOR: Peter Horbury to Return to Volvo as Design VP
FORD MOTOR: To Lose Competitive Edge if GM, Chrysler Plans Succeed

FRANK & CAMILLE'S: Voluntary Chapter 11 Case Summary
GENCORP INC: S&P Junks Corporate Credit Rating From 'B+'
GENERAL MOTORS: Various Parties Say Bankruptcy Inevitable
GEORGIA GULF: Fitch Downgrades Issuer Default Rating to 'C'
GLOBAL OUTREACH: Court Approves Kasen & Kasen as Counsel

GOLDCREST FARMS: Voluntary Chapter 11 Case Summary
GOTTSCHALKS INC: GECC Seeking to Repossess Corporate Jet
GOTTSCHALKS INC: Reorganization Fails, Seeks to Liquidate
GOTTSCHALKS INC: To Begin Going Out of Business Sale Today
GREENBRIER HOTEL: Taps McGuirewoods LLP as Counsel

GULF COAST: Voluntary Chapter 11 Case Summary
HALLWOOD ENERGY: Files Schedules of Assets and Liabilities
HARVEST OIL: Case Summary & 20 Largest Unsecured Creditors
HERTZ CORP: Wins Auction to Acquire Advantage Rent-A-Car for $33MM
HERTZ CORP: S&P Downgrades Long-Term Corp. Credit Rating to 'B'

HSN INC: S&P Downgrades Corporate Credit Rating to 'BB-'
IDEARC INC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
IDEARC INC: Moody's Cuts Default Rating to 'D' on Ch. 11 Filing
INTERMET CORP: Court Approves Incentive Payments to 7 Supervisors
JG WENTWORTH: S&P Affirms Counterparty Credit Ratings at 'CC'

KDK INC.: Voluntary Chapter 11 Case Summary
LANDSOURCE COMMUNITIES: First-Lien Lenders File Modified Plan
LEHMAN BROTHERS: Moody's Cuts Enhanced Libor Fund Rating to 'Ca'
LIGHTHOUSE TENN: Section 341(a) Meeting Scheduled for April 24
MAGNA ENTERTAINMENT: Creditors Ask for Bankruptcy Examiner

MAR VISTA: Section 341(a) Meeting Scheduled for April 23
MERISANT WORLDWIDE: U.S. Trustee Picks 5 for Creditors Committee
MERISANT WORLDWIDE: Committee Can Hire Winston as Counsel
MERUELO MADDUX: Wants to Schedules Filing Extended Until May 13
MICHAEL VICK: Will Pay Atlanta Falcons Up to $7.5 Million

NARANG ACQUISITION: Taps Nordman Cormany as General Legal Counsel
NATIONAL CONSUMER: Fitch Cuts Preferred Stock Rating to 'BB+'
NES RENTALS: S&P Junks Long-Term Corp. Credit Rating From 'B+'
NORCRAFT HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B'
NORTHERN ROCK: Moody's Downgrades Bank Strength Rating to 'E'

NTELOS INC: Moody's Affirms Corporate Family Rating at 'Ba3'
NYMAGIC INC: Fitch Downgrades Issuer Default Rating to 'BB-'
PACIFIC NATIONAL: Weiss Ratings Assigns "Very Weak" E- Rating
PLATINUM MOTORS: Section 341(a) Meeting Set for Tomorrow, April 3
PLY GEM: S&P Downgrades Corporate Credit Rating to 'SD' From 'B-'

PRATT-READ CORP: Has Until May 4 to File Schedules and Statements
PRECISION PARTS: U.S. Trustee Appoints 5-Member Creditors Panel
PRICE TRUCKING: Can Access TAB Cash Collateral on Interim Basis
QUANTUM CORPORATION: Moody's Downgrades Default Rating to 'Ca'
RETAIL PRO: Court Defers Approval of Sale Until April 14

RHODES COMPANIES: Case Summary & 20 Largest Unsecured Creditors
RITZ CAMERA: Acting U.S. Trustee Picks 7-Member Creditors Panel
RITZ CAMERA: Gets Final Court Order to Access $85MM DIP Facility
RITZ CAMERA: Panel Wants to Hire Cooley Godward as Lead Counsel
RIVIERA HOLDINGS: Dec. 31 Balance Sheet Upside Down by $58.7MM

RIVIERA HOLDINGS: Interest Nonpayment Cues Moody's Rating Cuts
RIVIERA HOLDINGS: Nonpayment of Interest Cues S&P's 'D' Ratings
RIVIERA HOLDINGS: Skips $4MM Interest Payment; May Go Bankrupt
RPM SOLUTIONS: Back On Track and Now Able to Make Payments
SARATOGA RESOURCES: Files for Chapter 11, In Talks for DIP Funding

SEEQPOD: Files for Chapter 11 Bankruptcy Protection in California
SEMGROUP LP: To Wind Down Portion of Asphalt Unit Left by SGLP
SENSATA TECHNOLOGIES: S&P Downgrades Corp. Credit Rating to 'SD'
SILGAN HOLDINGS: S&P Gives Positive Outlook; Keeps 'BB+' Rating
SILICON GRAPHICS: Case Summary & 50 Largest Unsecured Creditors

SILICON GRAPHICS: Goes Belly-Up, Sells Biz to Rackable for $25MM
SOUTHEASTERN STUD: Voluntary Chapter 11 Case Summary
SOUTHLAND CHRYSLER-JEEP: Voluntary Chapter 11 Case Summary
SPIRIT FINANCE: S&P Junks Corporate Credit Rating From 'B-'
STANFORD GROUP: CIO Pedergest-Holt Sues Counsel for Malpractice

STAR TRIBUNE: Asks Court to Approve Modifications to Typos' CBA
STAR TRIBUNE: Asks Court to Approve Modifications to Mailers' CBA
STEADIVEST LLC: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: Throws in Towel; to Liquidate Under Ch 11
TRONOX INC: Creditors Ask Court to Dissolve Equity Committee

TRONOX INC: Equity Panel Seeks Approval of Pillsbury Engagement
TRONOX INC: Files Schedules of Assets and Liabilities
TRONOX INC: Seeks July 12 Extension for Removal of Actions
TROPICANA ENTERTAINMENT: Deadline for Casino Sale Extended
TROPICANA ENTERTAINMENT: Gets $200.0 Mil. Offer From Carl Icahn

TVI CORP: Files for Chapter 11, Secures $19MM DIP Loan From BB&T
TVI CORPORATION: Case Summary & 20 Largest Unsecured Creditors
UNITED SUBCONTRACTORS: Will File for Chapter 11 Protection
VERASUN ENERGY: Closes Sale of 5 Ethanol Plants to Valero
VINEYARD CHRISTIAN: Court Sets April 30 General Bar Date

VINEYARD CHRISTIAN: Stipulation on Use of Cash Collateral Okayed
VISTEON CORP: May File for Chapter 11 Bankruptcy Protection
VOLT INFORMATION: Fitch Affirms Issuer Default Rating at 'BB'
W.R. GRACE: Commissioned Study on Dangers of Asbestos in Libby
WADENA HOUSING: S&P Corrects Outlook to Stable; Cuts Rating to B

WILDGOOD INC.: Voluntary Chapter 11 Case Summary
WE PRINT TODAY: Voluntary Chapter 11 Case Summary
WL HOMES: Court Oks Standard Procedures for Undeveloped Land Sale
WL HOMES: Procedures for Payment of Claims from Home Sales Okayed
WOLF HOLLOW: S&P Affirms 'B' Rating on $260 Mil. Senior Facility

* Sued Company Officers Lack Standing to Appeal, Court Rules
* Joseph Smolinsky Joins Weil Gotshal as Partner

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


                            *********


ABITIBI-CONSOLIDATED CO.: S&P Cuts Secured Debt Rating to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on newsprint producer Abitibi-Consolidated
Inc., a subsidiary of AbitibiBowater Inc. (CC/Watch Neg/--), to
'D' from 'CC'.

"We downgraded the company after it missed principal and interest
payments on its 364-day loan that was due yesterday," said
Standard & Poor's credit analyst Jatinder Mall.

At the same time, S&P lowered the senior unsecured debt rating on
Abitibi-Consolidated to 'D' from 'C'.  S&P also lowered the
secured debt rating on Abitibi-Consolidated Co. of Canada to 'D'
from 'CCC' and the senior unsecured debt to 'D' from 'C'.

Finally, S&P removed all the ratings on Abitibi-Consolidated and
Abitibi Consolidated Co. of Canada from CreditWatch negative where
they were placed Feb. 10, 2009.

The corporate credit ratings on AbitibiBowater Inc. and Bowater
Inc. remain at 'CC' and on CreditWatch negative.  The CreditWatch
on these entities S&P expects will be resolved once S&P has a
clear indication on the outcome of the proposed recapitalization
program.


ABITIBI-CONSOLIDATED INC: Fitch Cuts Issuer Default Rating to 'D'
-----------------------------------------------------------------
Fitch Ratings has lowered the Issuer Default Ratings of Abitibi-
Consolidated Inc. and its subsidiaries to 'D'.  The senior secured
and senior unsecured ratings are unchanged:

Abitibi-Consolidated Inc. and subsidiaries

  -- IDR to 'D' from 'C';
  -- Senior secured term loan - 'B-/RR1';
  -- Secured notes - 'B-/RR1';
  -- Long-term unsecured - 'C/RR6'.

The ratings of AbitibiBowater, Inc., Bowater Inc. and its
subsidiaries are unaffected.

This rating action follows a missed debt service payment on the
company's senior secured term loan which was due March 30, 2009.

Abitibi has petitioned and received an interim order from the
Superior Court of Quebec which includes a stay of proceedings in
favor of Abitibi and certain of its affiliates under the Canada
Business Corporations Act.  The order has set a meeting date of
April 30, 2009, for unsecured and secured note holders and lenders
of record on April 1 to consider a recapitalization plan proposed
by Abitibi.

As part of the recapitalization plan, the $347 million senior
secured term loan would be paid down to $200 million and its
maturity would be extended to March 31, 2012 at a lesser interest
rate.  Any delinquent interest on the loan would be paid in cash.
Also as part of the recapitalization plan, existing unsecured
notes would ultimately be exchanged for a combination of 12.50%
first lien notes maturing in March 2014, a series of 11.00% second
lien notes maturing in June 2014, common stock and warrants for
common stock.  Interest on unsecured notes payable April 1 would
receive in lieu of cash first lien notes.  The 13.75% senior
secured notes due in April 2011 would be unaffected.

The recapitalization plan must ultimately be approved by the court
which would follow an approval of the plan by two-thirds of the
affected lenders and note holders.

Abitibi is also concurrently looking to raise $350 million in cash
from an offering of $389 million of the first lien notes and a
series of five year warrants to purchase common stock.  The
company has received commitments totaling $250 million.

The 'B-/RR1' ratings of the secured term loan and the secured
notes reflect their probability of a superior recovery by
comparison to the unsecured obligations of Abitibi without giving
effect to the proposed recapitalization.

AbitibiBowater Inc. together with Bowater, Abitibi-Consolidated
Inc. and subsidiaries, produce a wide range of newsprint,
commercial printing papers, market pulp and wood products.
AbitibiBowater Inc. owns or operates 24 pulp and paper facilities
and 30 wood product facilities in the United States, Canada, the
United Kingdom and South Korea.


ABITIBI-CONSOLIDATED INC: Missed Payments Cue S&P's 'D' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on newsprint producer Abitibi-Consolidated
Inc., a subsidiary of AbitibiBowater Inc. (CC/Watch Neg/--), to
'D' from 'CC'.

"We downgraded the company after it missed principal and interest
payments on its 364-day loan that was due yesterday," said
Standard & Poor's credit analyst Jatinder Mall.

At the same time, S&P lowered the senior unsecured debt rating on
Abitibi-Consolidated to 'D' from 'C'.  S&P also lowered the
secured debt rating on Abitibi-Consolidated Co. of Canada to 'D'
from 'CCC' and the senior unsecured debt to 'D' from 'C'.

Finally, S&P removed all the ratings on Abitibi-Consolidated and
Abitibi Consolidated Co. of Canada from CreditWatch negative where
they were placed Feb. 10, 2009.

The corporate credit ratings on AbitibiBowater Inc. and Bowater
Inc. remain at 'CC' and on CreditWatch negative.  The CreditWatch
on these entities S&P expects will be resolved once S&P has a
clear indication on the outcome of the proposed recapitalization
program.


ACCENTIA BIOPHARMA: Court Extends Plan Filing Period to July 8
--------------------------------------------------------------
The U.S. Bankruptcy Court extended Accentia Biopharmaceuticals
Inc. and its affiliates' exclusive period to propose a plan until
July 8, 2009, and their exclusive period to solicit acceptances of
that plan until September 6.

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/-- is a vertically
integrated biopharmaceutical company focused on the development
and commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the Company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for
Chapter 11 protection on November 10, 2008 (Bankr. M. D. Florida,
Lead Case No. 08-17795).  Charles A. Postler, Esq., and Elena P.
Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida; Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A.,
represent the Debtors as counsel.  Adam H. Friedman, Esq., at
Olshan Grundman Frome Rosenzweig, and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA, represent the Official Committee
of Unsecured Creditors as counsel.

Based in Tampa, Florida, Biovest International Inc. (OTC BB: BVTI)
-- http://www.biovest.com/-- is a pioneer in the development of
advanced individualized immunotherapies for life-threatening
cancers of the blood system.  Biovest is a majority-owned
subsidiary of Accentia Biopharmaceuticals Inc., with its remaining
shares publicly traded.

Biovest International Inc.'s consolidated balance sheet at
June 30, 2008, showed $5.9 million in total assets, $36.8 million
in total liabilities, and $4.6 million in non-controlling
interests in variable interest entities, resulting in a
$35.5 million total stockholders' deficit.


ACTIVE WALLACE: Gets Interim OK to Cash Collateral & DIP Funding
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted, on an interim basis, The Active Wallace Group:

   a) authorization to enter immediately into a postpetition loan
      amendment with Merrill Lynch Commercial Finance Corp., and
      access credit pursuant to the amendment;

   b) approval on the stipulation entered in connection with the
      proposed postpetition secured financing;

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

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

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

   f) authorization use of cash collateral.

Hon. Richard M. Neiter will continue the hearing on this motion on
April 7, 2009, at 10:30 a.m. (PDT) at 255 E. Temple Street,
Courtroom 1645, Los Angeles, California.

                 Salient Terms of the DIP Financing

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

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

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

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

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

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

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

                  About The Active Wallace Group

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

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


ADVANTAGE RENT-A-CAR: Selects Hertz' $33MM Bid for Certain Assets
-----------------------------------------------------------------
Hertz Global Holdings, Inc., has won the right to purchase certain
assets of Advantage Rent A Car which, according to company
filings, generated full year 2008 revenues of about $146 million.
The purchase price, subject to court approval, is approximately
$33 million.

The purchase agreement provides Hertz with the rights to purchase
certain rights, trademarks and copyrights to use the Advantage
brand name, Web site and phone numbers.  In addition, the
agreement provides Hertz with the option to have assigned to the
Company certain leases, fixed assets, airport concession
agreements and other agreements associated with roughly 20
locations that Advantage is or previously was operating.  Hertz
will continue operating the Advantage business at certain rental
locations, and it will assess expansion opportunities.

Specifically, Hertz will operate the Advantage brand in Salt Lake
City, Phoenix, Denver, Tucson, Colorado Springs, San Antonio, Los
Angeles, Seattle, Maui, Honolulu, San Diego, Reno, Burbank, Palm
Springs, Orlando, Ft Meyers (4 Hotels, 1 additional location).

Mark P. Frissora, Hertz's Chairman and Chief Executive Officer,
commenting on the agreement, said, "We're pleased to have secured
the purchase of Advantage Rent A Car, a popular brand for price-
oriented customers at key U.S. leisure travel destinations.
Underscoring our commitment to serve all segments of the leisure
car rental market, the 20 Advantage locations, combined with our
six Simply Wheelz locations and the Hertz brand nationwide,
enables us to serve the wide range of service and price-oriented
car rental customers in the United States."

On December 8, 2008, the corporate entities that owned and
operated Advantage Rent A Car each filed a voluntarily petition
for relief under Chapter 11 of the United States Code in the
United States Bankruptcy Court for the District of Minnesota.  Two
bidders participated in the Bankruptcy Court auction with Hertz
winning the auction.

As reported by the Troubled Company Reporter on March 5, 2009,
Enterprise Rent-A-Car inked a deal to purchase certain assets of
Advantage Rent-A-Car on Enterprise for $19 million.

The Bankruptcy Court will hold a hearing April 3 to approve the
Hertz bid.  The transaction is targeted for completion on April 8,
2009.

             About the Enterprise Family of Companies

Headquartered in St. Louis, the Enterprise family of companies
operates Enterprise Rent-A-Car, National Car Rental, and Alamo
Rent A Car at more than 8,000 rental locations in neighborhoods
and at airports worldwide.  Enterprise Rent-A-Car has more than
6,900 offices.  Enterprise Rent-A-Car Company --
http://www.enterprise.com/car_rental/home.do-- is a privately
held company serving customers in the U.S., Canada, Germany,
Ireland, Puerto Rico, and the U.K.  They are also the owners of
the Vanguard Automotive Group, operator of National Car Rental and
Alamo Rent A Car in North America.

                        About Hertz Corp.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

                   About Advantage Rent A Car

Advantage Rent A Car -- http://www.advantage.com-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations.  It is privately held by Denny Hecker Family
Ventures, with headquarter operations in Minneapolis.  Advantage
serves travel and leisure, lifestyle, business, government and
insurance replacement rentals.  The Hecker group of companies
include automobile dealerships, leasing, daily automobile and
motorcycle rental, commercial, and residential real estate
development, aviation, hospitality, and technology.

As reported by the Troubled Company Reporter on Dec. 10, 2008,
Advantage Rent A Car filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Minnesota.


AES CORPORATION: Moody's Reaffirms 'B1' Senior Unsecured Rating
---------------------------------------------------------------
Moody's Investors Service reaffirmed the B1 senior unsecured
rating assigned to The AES Corporation's new note offering
following its upsizing to $535 million from $350 million and also
affirmed AES' Corporate Family Rating at B1.  The rating
affirmations are predicated on the understanding that AES intends
using proceeds from the note offering to refinance approaching
maturities.

Moody's Investors Service has revised its LGD point estimates for
AES:

* Senior Secured Credit Facilities, to LGD 1, 2% from LGD 1, 5%;

* Second Priority Senior Secured Global Notes, to LGD 3, 38% from
  LGD 3, 41%;

* Senior Unsecured Notes, to LGD 4, 54% from LGD 4, 57%.

The point estimate for the Convertible Trust Preferred Securities
is unchanged at LGD 6, 95%.

The last rating action on AES occurred on March 30, 2009 when
Moody's assigned a B1 rating to the new senior unsecured note
offering.

AES's ratings were assigned by evaluating factors believed to be
relevant to its credit profile, such as i) the business risk and
competitive position of 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's history of achieving consistent operating
performance and meeting financial plan goals.  These attributes
were compared against other issuers both within and outside of
AES's core peer group and AES's 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.


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 Mar. 14, 1988.  Affinity Bank
maintains a Web site at http://www.affinitybank.com/and has 10
branches in California.

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


ALISAL WATER: Fitch Assigns 'BB+' Rating on $8.2-Mil. Bonds
-----------------------------------------------------------
Fitch Ratings assigns a 'BB+' rating to Alisal Water Corporation's
$8.2 million of outstanding senior secured bonds due in 2027.
Fitch also assigns Alco an Issuer Default Rating of 'BB-'.  The
Rating Outlook is Stable.

The ratings reflect Alco's weak financial metrics, manageable
capital needs, narrow customer base and economic profile, and
essential service provided.  The California regulatory environment
is balanced, with the utility achieving rate relief as needed.
Despite plans to issue additional senior secured bonds in the near
future, leverage ratios are forecasted to decline over the next
several years.  At the same time, cash flow and liquidity levels
are expected to show improvement.

At the end of calendar 2008 (Alco's fiscal year also ends
Dec. 31), Alco had limited cash and cash equivalents totaling less
than $71,000.  The current liquidity position is marginally better
than historical performance.  Debt-to-total capital and debt-to-
EBITDA ratios were relatively high for the ratings category at 91%
and 8.3 times in 2008, respectively.

Alco provides water service to approximately 28,000 persons in the
eastern portion of the city of Salinas, California.  Water
supplies are derived exclusively from groundwater sources, with
available supplies sufficient to meet demands for the foreseeable
future.


BAIRE TRUCKING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Baire Trucking LLC
        210 Oppitz Lane
        Lakeland, FL 33803

Bankruptcy Case No.: 09-05325

Chapter 11 Petition Date: March 23, 2009

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

Judge: Michael G. Williamson

Debtor's Counsel: Ziona Kopelovich, Esq.
                  Debt Relief Law Offices of Tampa Bay LLC
                  6014 US Hwy. 19, Suite 305
                  New Port Richey, FL 34652
                  Tel: (727) 849-3328
                  Fax: (727) 846-6787
                  Email: ziona@debtrelieftampabay.com

Total Assets: $744,924.00

Total Debts: $1,679,454.24

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

          http://bankrupt.com/misc/flmb09-05325.pdf

The petition was signed by Bobby E. Baire, managing member of the
Company.


BALLY TOTAL: Court Grants 1st Plan Exclusivity Extension
--------------------------------------------------------
At the request of Bally Total Fitness Holding Corp., Judge Burton
R. Lifland of the United States Bankruptcy Court for the Southern
District of New York extended the time within which the Company
file a Chapter 11 plan of reorganization to July 31, 2009.

In Bally and its affiliates' request for an extension of its
exclusive periods to file a plan until July 31 and solicit
acceptances of that Plan until September 9, Kenneth H. Eckstein,
Esq., at Kramer Levin Naftalis & Frankel LLP, in New York, relates
that the Debtors have achieved considerable progress toward their
expeditious exit from the Chapter 11 cases. Among other things,
the Debtors have addressed numerous issues raised by employees,
vendors, landlords and other parties-in- interest, and worked with
the Office of the U.S. Trustee to comply with reporting
requirements under the Bankruptcy Code.

The Debtors have also stabilized their business operations and
implemented an extremely successful operational restructuring and
cost savings plan, which enabled them to build significant cash
reserves and operate solely through the use of cash collateral and
without the need for postpetition financing.  Most importantly,
the Debtors have formulated and presented a business plan to
various constituents for their postpetition and post-emergence
operations, Mr. Eckstein added.

Mr. Eckstein, nonetheless said that the extensions were necessary
because numerous issues need to be addressed and require more time
to be resolved.  Specifically, the Debtors are currently
negotiating with their prepetition lenders and other parties, and
are pursuing various proposals, with respect to the sponsorship of
a Chapter 11 plan.  The Debtors are also continuing to evaluate
their unexpired leases and to work on restructuring their
operational and geographic footprint, Mr. Eckstein explained.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
7on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged chapter 11 plan.  Joseph Furst, III, Esq. at Latham &
Watkins, L.L.P. represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective Oct. 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
Dec. 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).  Their
counsel is Kenneth H. Eckstein, Esq. at Kramer Levin Naftalis &
Frankel LLP, in New York.  As of September 30, 2008, the Company
(including non-debtor affiliates) had consolidated assets totaling
approximately $1.376 billion and recorded consolidated liabilities
totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BANK OF AMERICA: May Sell Columbia Management & First Republic
--------------------------------------------------------------
Bank of America Corp. is likely to sell Columbia Management Group
and First Republic Bank to try to preserve capital and shed
noncore assets, Dan Fitzpatrick and Heidi N. Moore at The Wall
Street Journal reports.

According to WSJ, Bank of America picked up Columbia Management as
part of its 2004 acquisition of FleetBoston Financial Corp.  WSJ
relates that Bank of America had $386.4 billion in assets under
management as of December 31, 2008.

WSJ notes that Columbia Management is redundant when compared to
BlackRock Inc., a New York money manager that was partly owned by
Merrill Lynch & Co.  The report says that Bank of America won't
sell its BlackRock stake.

WSJ relates that First Republic is a private bank that Bank of
America inherited from Merrill Lynch.

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.


BARCELONA II LLC: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Barcelona II, LLC
        5060 California Ave., #1150
        Bakersfield, CA 93309

Bankruptcy Case No.: 09-12689

Chapter 11 Petition Date: March 30, 2009

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtor's Counsel: Leonard K. Welsh, Esq.
                  Klein, DeNatale, Goldner, Cooper
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309
                  Tel: (661) 395-1000

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
First Bank                     acquisition &     $8,570,676
1625 Douglas Blvd.             development loan;
Roseville, CA 95661            value: $6,200,000;
Tel: (714) 375-7024            unsecured:
                               $5,470,676

Pro-Air                        services rendered $508,820
405 East 29th Street           value: $15,500,000
Bakersfield, CA 93305          unsecured:
Tel: (661) 578-6550            $508,820

Moreland Corporation           construction cost $104,317
5060 California Avenue
Suite 1150
Bakersfield, CA 93309
Tel: (661) 322-1081

American Contractors Indemnity lawsuit           $93,837

Ferguson Enterprises           services rendered $11,044

State of California            annual tax        $4,320
Franchise Tax Board

Henry Visser Insulation        services rendered $2,380
                               value: $6,200,000
                               unsecured: $2,380

A&R Prehung Doors, Inc.        services rendered $1,518
                               value: $6,200,000
                               unsecured: $1,518

The petition was signed by Terry Moreland, member.


BEARINGPOINT INC: Creditors Committee Opposes Quick Sale
--------------------------------------------------------
According to Bloomberg's Bill Rochelle, the official committee of
unsecured creditors of BearingPoint Inc. opposes the idea of a
quick sale of the business, saying it "would eliminate any
prospect of a significant balance-sheet restructuring, and
inevitably propel the debtors into dismemberment through a series
of discrete asset sales."

Bill Rochelle notes that while BearingPoint filed for Chapter 11
in February with a proposed exit plan that gives new stock to
unsecured creditors and holders of $690 million in subordinated
notes, it changed course and started the process to sell its
businesses.

As reported by the Troubled Company Reporter on March 24,
BearingPoint said that it has entered into an asset purchase
agreement by which Deloitte LLP will purchase a significant
portion of BearingPoint's largest business unit, Public Services,
for a price of $350 million, subject to adjustment and customary
closing conditions. The purchase agreement is subject to the rules
of the existing financial restructuring process, which, among
other things, require that the Company consider all "higher and
better" offers from other potential buyers and obtain Court
approval.  There can be no assurance that the transaction will be
approved by the Court or completed. Subsequent sales of other
portions of the Company may be subject to a similar approval
process.

In addition, BearingPoint has signed a non-binding letter of
intent to sell a substantial portion of its North American
Commercial Services business, including its Financial Services
segment, to PricewaterhouseCoopers LLP for $25 million. PwC
Advisory Co., Ltd. (PwC Japan), a PricewaterhouseCoopers firm
operating in Japan, is also in advanced negotiations to acquire
the Company's consulting practice in Japan.

BearingPoint is in late-stage negotiations with its local
management teams to sell its European and Latin America practices.
Further, BearingPoint is in separate negotiations with other
parties and local management to sell various Asia Pacific
practices, separate from Japan. There can be no assurance that the
Company can enter into definitive agreements regarding such sales
or that any transaction will be completed.

"Since we entered the restructuring process, we've been committed
to evaluating all strategic options with the goal of charting the
best possible course for the people, clients and creditors of
BearingPoint," said Ed Harbach, BearingPoint's CEO.

"We have concluded that a sale of the Company's business units
maximizes value and provides the greatest stability for all
interested parties. We are pleased that several parties have
expressed interest in purchasing the majority of the Company,"
continued Mr. Harbach. "These offers reflect the inherent value of
our business and the world-class service we continue to provide
our clients."

"We remain steadfast in our commitment to the clients we serve as
we transition through this process and beyond," concluded Mr.
Harbach.

AlixPartners, LLP and Greenhill & Co. are acting as financial
advisors to the Company. Davis Polk & Wardwell is acting as legal
counsel to the Company in connection with the sale of its Public
Services business to Deloitte. Weil, Gotshal & Manges LLP is
acting as legal counsel in connection with the Company's
restructuring process.

                        About BearingPoint

BearingPoint, Inc. -- http://www.BearingPoint.com-- is currently
one of the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.  Based in
McLean, Va., BearingPoint -- a former consulting arm of KPMG LLP
-- has approximately 15,000 employees focusing on the Public
Services, Commercial Services and Financial Services industries.
BearingPoint professionals have built a reputation for knowing
what it takes to help clients achieve their goals, and working
closely with them to get the job done.  The Company's service
offerings are designed to help clients generate revenue, increase
cost-effectiveness, manage regulatory compliance, integrate
information and transition to "next-generation" technology.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 on February 18, 2009 (Bankr. S.D.
N.Y., Case No. 09-10691).  Alfredo R. Perez, Esq. at Weil Gotshal
& Manges LLP, has been tapped as counsel.  Greenhill & Co., LLC,
and AP Services LLC, have also been tapped as advisors.  Davis
Polk & Wardell is special corporate counsel.  BearingPoint
disclosed total assets of $1,762,689,000, and debts of
$2,231,839,000 as of Sept. 30, 2008.

Contemporaneous with their bankruptcy petitions, the Debtors filed
a pre-packaged Joint Plan of Reorganization under Chapter to
implement the terms of their agreement with the secured lenders.
Under the Plan, the Debtors propose to exchange general unsecured
claims for equity in the reorganized company.  Existing
shareholders are out of the money.  The Plan and the explanatory
disclosure statement remain subject to approval by the Bankruptcy
Court.


BELLEAIR CONVERSION: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Belleair Conversion Developers LLC
        2851 N.E. 183rd St., Unit 1408
        Aventura, FL 33160
        Tel: (786) 294-7027

Bankruptcy Case No.: 09-15820

Chapter 11 Petition Date: March 31, 2009

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Carlos L De Zayas, Esq.
                  cdz@lydeckerlaw.com
                  Lydecker, Lee, Behar, Berga & de Zayas
                  1201 Brickell Ave., #200
                  Miami, FL 33131
                  Tel: (305) 416-3180

Total Assets: $11,969,262

Total Debts: $15,552,788

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Hilder Valbuena                                  $2,915,255
c/o Cuevas & Ortiz
536 Biltmore Way
Coral Gables, FL 33134

Natalis Marin                                    $2,243,979
Carrera 13 No. 9340
Oficina 215
Bogota, Colombia

NR Group 3 Contractors                           $687,268
3447 N.E. 163rd St.
North Miami Beach, FL 33160

Hector Lawrence Stracuzzi                        $30,000

German Osorio Davila                             $30,000

All Construction & Developers                    $25,000

Luis Edgardo Diaz                                $8,844

Ruben Santana                                    $6,718

Barbara Modlin                                   $500

Tiffany Armstrong                                $300

Pedro de Jesus                                   $300

Phung Huynh                                      $300

Mariangeline Rodriguez                           $300

Marcela Pinto                                    $300

Jennifer Cassio                                  $300

Michael Pozo                                     $300

Rey Camacho                                      $300

Jorge Luis Lopez                                 $300

Angela Ayala                                     $300

Teresa Jones                                     $300

The petition was signed by Joaquin M. Bello, managing member.


BERNARD L. MADOFF: Regulators Sue Firm's Largest Feeder Fund
------------------------------------------------------------
Robert Frank and Tom Lauricella at The Wall Street Journal report
that Secretary of the Commonwealth William F. Galvin, on behalf of
Massachusetts regulators, has filed civil fraud claims against
Fairfield Greenwich Group for its involvement in Bernard L.
Madoff's alleged Ponzi scheme.

According to WSJ, Fairfield Greenwich is the largest feeder fund
to Mr. Madoff's Ponzi scheme, earning hefty fees for bundling
money to invest with Mr. Madoff.  WSJ relates that Fairfield
Greenwich said it had $6.9 billion of its $14 billion of assets
invested with Mr. Madoff.  The regulators claimed that the
company's founding partners, Jeffrey Tucker and Mr. Noel, each
earned more than $30 million in 2007 and more than $100 million
each over the past decade, WSJ reports.

The regulators, WSJ states, claimed that Fairfield Greenwich
ignored red flags as it collected hundreds of millions of dollars
in fees.  "They had a blind spot when it came to Madoff.  And we
allege that it was because of the remarkable fees they were
getting from him," WSJ quoted Mr. Galvin as saying.

The regulators claimed that Mr. Madoff coached officials at
Fairfield Greenwich on how to ward off questions from U.S.
Securities and Exchange Commission investigators, WSJ states.
Fairfield Greenwich said in a statement that the allegations were
false, misleading, and erroneous and said that it would vigorously
contest them.  WSJ relates that Fairfield Greenwich claimed that
it first checked with the SEC for any prohibition against
discussing the matter with Mr. Madoff.  The company said that the
SEC gave it the go ahead, WSJ says.

WSJ relates that the regulators are for:

     -- compensation to Massachusetts investors for losses,
     -- return of performance fees paid to Fairfield, and
     -- administrative fine.

Fairfield Greenwich, according to WSJ, was already facing private
lawsuits from investors alleging that the firm was negligent in
its research and monitoring of Mr. Madoff.  WSJ relates that
Fairfield Greenwich said that it had scrutinized Mr. Madoff's
trading.  WSJ notes that Fairfield Greenwich either said that Mr.
Madoff routinely provided false documentation or refused to
provide certain information in response to their questions.

Citing federal prosecutors, WSJ states that Friehling & Horowitz,
Fairfield Greenwich's auditor, started auditing Mr. Madoff's books
in 1991.  According to WSJ, internal Fairfield Greenwich e-mails
released by Massachusetts with the complaint show that the
company's workers and executives sought in September 2005
information about the auditors in response to a question from a
client following a fraud at hedge fund Bayou Group.  WSJ quoted an
employee saying, "I have looked into Horowitz and cannot find much
information."  WSJ relates that Friehling & Hororwitz's David
Friehling has been charged criminally in connection with the
Madoff case.

WSJ notes that the lawsuit could spark broader attempts by
investors to reclaim lost money from firms and people who earned
hefty fees for bringing investors to Mr. Madoff.  Mr. Galvin,
according to WSJ, said that he is also looking at other firms,
including Tremont Group Holdings.

The Associated Press relates that federal authorities started to
seize Mr. Madoff's Palm Beach, Fla., mansion, and seized his
antique yacht and a smaller boat from two Florida marinas.

Bloomberg News states that the Securities Investor Protection
Corp., the agency liquidating Mr. Madoff's brokerage, says that
the $2.6 billion it has on hand is enough to satisfy legitimate
claims by victims of the Ponzi scheme.  According to the report,
SIPC President Stephen Harbeck said that the agency has kept the
money in an industry-financed fund and from recovered assets to
reimburse Mr. Madoff's 5,000 clients to the maximum allowed by its
charter.

                     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.


BIOVAIL CORP: S&P Withdraws 'BB-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including its 'BB-' long-term corporate credit rating, on
Mississauga, Ontario-based specialty pharmaceutical company
Biovail Corp. at the company's request.


BOSQUE POWER: S&P Cuts Rating on $412.5 Mil. Facilities to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered to 'B' from
'B+' its rating on Laguna Park, Texas-based Bosque Power Co. LLC's
$412.5 million senior secured facilities ($401 million outstanding
at Sept. 30, 2008).

S&P also removed the rating from CreditWatch with negative
implications, where S&P placed it on Sept. 24, 2008.  The outlook
is negative.

The downgrade primarily reflects the project's increased risk of
cash flow volatility after it replaced hedge counterparty Lehman
Brothers Commodity Services with an unrated hedge counterparty
(Fulcrum Marketing and Trade LLC).

The project issued the debt in part to fund the conversion of
existing units 1 and 2 into a single combined-cycle unit.  The
substantial completion date for that construction has been
postponed to early summer 2009 from a planned completion date of
March 2009.  A third combined-cycle unit continues to operate.

The senior facilities consist of a five-year $25 million senior
secured revolving credit facility due January 2013 and a seven-
year $387.5 million senior secured term facility due January 2015.
The term facility includes $203 million for construction-related
expenses and $65 million to cash collateralize letters of credit.

The project is wholly owned by Bosque Power Co. LLC, which in turn
is owned by holding company BosPower Development, LLC.  BosPower
is 97.85% owned by Arcapita and 2.15% owned by Fulcrum Power
Services L.P. and has no debt at this time.

The ratings on the bank loans reflect these weaknesses:
The exposure to merchant risk; only 230 MW to 250 MW of Bosque's
current 570 MW total capacity (812 MW following construction) is
currently hedged, with unrated hedge counterparty Fulcrum.
The fact that the project relies on continued, robust markets in
the ERCOT region for interest and debt paydown; if market
conditions deteriorate, lenders will be exposed to refinancing
risk.  Under Standard & Poor's more conservative case, about
$377 million to $405 million, or $471 to $505 per kilowatt, of
debt may require refinancing at loan maturity.  The fact that
lenders are exposed to risks associated with construction,
including cost overruns and schedule delays during the conversion.
The heat recovery steam generator and steam turbines are unused
"gray" market equipment and do not have typical equipment warranty
and performance guarantees associated with new equipment.
Geographical and market concentration risk; all units are co-
located and dispatch into a single market.

These strengths partially offset the project's weaknesses:
An excess cash sweep designed to repay debt cash flow is strong; a
100% cash sweep steps down to 75% on achievement of target debt
balances.   A $28 million letter of credit placed by hedge
counterparty Fulcrum that will decrease steadily to $14 million at
the end of 2009 and zero at the end of 2010.  The fact that Bosque
is in ERCOT North, a zone projected to experience declining
reserve margins, and with limited ability to import generation
from other ERCOT zones.  The scarcity factor could improve market
economics for the Bosque facility.

The negative outlook reflects the increased potential that the
project's cash sweeps will fail to significantly amortize debt as
a result of its entering into a hedge with a relatively weak hedge
counterparty.  A return to stable outlook or potential upgrade
could result from the project's entering into a hedge with a
strong counterparty.


BRUNO'S SUPERMARKETS: Court to Consider Bid to Reject CBA Today
---------------------------------------------------------------
Following a one-week delay, the U.S. Bankruptcy Court for the
Northern District of Alabama will hear April 2 Bruno's
Supermarkets LLC's request to terminate existing union contracts.

According to Bloomberg's Bill Rochelle, the union said the delay
gave workers time to hold talks with prospective buyers.  Under
its financing agreement, Bruno's has an April 25 deadline to sign
up a buyer.  The Company said in its motion for the delay that the
most likely purchasers indicated they won't buy unless the
successorship clause in the company's collective bargaining
agreement is deleted.

Bruno's is in the process of closing 11 stores.

As reported by the TCR on March 11, 2009, Bruno's Supermarkets,
has taken a procedural step to facilitate a sales process that the
company believes could preserve jobs at Bruno's and FOOD WORLD
locations.  Bruno's filed a motion that is technically described
as a motion to reject the collective bargaining agreements between
Bruno's and the United Food & Commercial Workers.  The Debtor asks
the Bankruptcy Court to allow Bruno's to make changes to the labor
agreements with its Teammates that will make a sale of some or all
of the company's store locations easier, which will ultimately
preserve jobs.

The motion was made following extensive discussions over several
months between Bruno's and the UFCW regarding the Company's
current CBAs.  Impending court deadlines for completing a sale
necessitated the motion filing.  The UFCW represents nearly two-
thirds of Bruno's Teammates.

Bruno's non-unionized Teammates and other grocery store employees
have already made significant sacrifices in their terms and
conditions of employment, but Bruno's and the UFCW have been
unable to reach agreement on modified CBAs.  Under the terms of
the proposed modified CBAs, union Teammates would still receive
financial and other benefits that non-union Teammates do not
receive.

The current CBAs also include a "successorship clause," requiring
any purchaser of the Company's stores to assume the CBAs and all
the obligations they contain.  During its pre- and post-petition
conversations with potential acquirers, the Company and its
financial advisors were in contact with unionized and non-
unionized companies.  Bruno's has determined that this clause is
an impediment to serious conversations with many potential
acquirers.  The Company also believes that modifying the CBAs
increases the likelihood for additional potential acquirers to
come forward.  If Bruno's is unable to reach sale agreements, it
will be forced to pursue other courses of action available in a
bankruptcy process, including liquidation.

"We want to preserve jobs.  Our motion is intended facilitate a
process that we believe will do just that at our Bruno's and FOOD
WORLD locations," said Jim Grady, Chief Restructuring Officer for
Bruno's.  "What we're proposing would help in our restructuring
efforts and makes it more likely that both union and non-union
Teammates will retain their jobs through a sale to a strategic
buyer.  We intend to continue working with the UFCW and remain
committed to reaching a resolution that facilitates a sale while
recognizing the Union's role as authorized representative for many
of our Teammates."

"In the meantime, our doors remain open and our focus will remain,
as always, on offering the service, quality and community
commitment that make Bruno's and FOOD WORLD the most desirable
shopping destinations.  I want to express my sincere gratitude to
all of our Teammates, their continued hard work and dedication is
a key reason we are so important to the communities we serve," Mr.
Grady stated.

Bruno's made the filing under Section 1113 of the U.S.  Bankruptcy
Code.  Under the Code, the Court will likely schedule a hearing to
be held approximately 14 days from today and would be expected to
rule within 30 days following the commencement of the hearing.
The Company will continue to try to reach an agreement with the
union before such a court hearing.

The Company noted that if the Court approves its filing, it has no
immediate plans to alter wages and benefits other than to
potentially make adjustments that were previously agreed to by the
UFCW.

                 About Bruno's Supermarkets, LLC

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.   Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle.   Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed voluntary Chapter 11 petitions on Feb.  5, 2009.
Bruno's has retained Alvarez & Marsal, a restructuring and
corporate advisory firm, to assist the company throughout the
restructuring process.   Burr & Forman LLP is the Debtor's lead
counsel.  Najjar Denaburg, P.C.  is its conflicts counsel.


CANON COMMUNICATIONS: Pact Amendment Cues Moody's Junk Rating
-------------------------------------------------------------
Moody's Investors Service has lowered Canon Communications, LLC's
CFR to Caa1 from B3 following the recent conclusion of an
amendment granting covenant relief and disclosure of financial
results for the quarter ended December 2008.

Details of the rating actions are:

Ratings downgraded:

* Corporate Family rating -- to Caa1 from B3

* Probability of Default rating -- to Caa1 from B3

* Senior secured first lien revolving credit facility due 2010 --
  to B3, LGD3, 36% from B2, LGD3, 36%

* Senior secured first lien term loan due 2011-- to B3, LGD3, 36%
  from B2, LGD3, 36%

Moody's does not rate Canon's $49 million senior secured second
lien term loan.

The rating outlook is negative.

This concludes the review initiated on November 17, 2008.

The downgrade of Canon's CFR to Caa1 reflects Moody's concern that
weak economic conditions will likely have an adverse effect on of
Canon's niche B-2-B trade show and publishing businesses.
Although Canon's properties appear to have thus far held up better
than the B-2-B sector as a whole, Moody's considers it likely that
over the near-to-intermediate term the company will experience a
contraction in organic sales.  In addition, the downgrade
incorporates Moody's view that decreased investor appetite for B-
2-B acquisitions may have reduced the value of Canon's business to
levels below the company's current debt level, presenting weaker
refinancing opportunities and/or recovery prospects for
debtholders (especially second lien lenders) in a default
scenario.

The Caa1 CFR further incorporates the company's relatively small
size (around $100 million) and modest scale, high leverage, the
acquisitiveness of management, and its vulnerability to
advertising spending in the medical device manufacturing sector.
Ratings are supported by the defensibility and leading market
position of the company's properties, (especially the annual New
York City and Anaheim shows), the cost efficiencies and high
margins provided by Canon's co-location model, the high growth
prospects of its on-line product offerings, the company's ability
to generate modest levels of free cash flow and the high degree of
near-term revenue visibility which characterizes Canon's trade
show business in particular.

Moody's considers that the recent amendment has averted an almost-
certain covenant default at the end of the December 2008 and will
likely provide the company with manageable headroom within its
revised covenant levels for the balance of 2009.  Nonetheless, the
Caa1 PDR reflects Moody's concern with the refinancing risk posed
by the May 2010 maturity of Canon's revolving credit facility, as
well the prospects of renewed covenant pressure in 2010, absent a
further amendment.  In particular, Moody's consider that Canon's
second lien lenders would be reluctant to renew their loan
commitments on favorable terms and conditions, given Moody's view
of potential loss prospects for this creditor class.

The negative rating outlook underscores Moody's concern that
Canon's business will likely face top line organic contraction, as
recessionary market conditions force its customers to cut-back on
their travel budgets, trade show attendance and spending on
exhibit space.  In addition, the negative outlook expresses
Moody's view that market spending on B-to-B magazine advertising
(down by over 13% in December 2008 according to a recent report by
Business Information Network) will face increasing cyclical
weakness as well as secular pressure from electronic substitution,
the latter providing relatively low barriers to entry for existing
or emerging competitors.  Although Canon's flagship trade show
"Medical Design and Manufacturing" reported good results for its
February 2009 Anaheim show (and over a 70% exhibitor renewal
rate), nevertheless Moody's considers that over the near-to-
intermediate-term the company could face pressure on sales more in
line with that experienced by the B-2-B sector as a whole.

The last recent rating action occurred on November 17, 2008, when
Moody's placed Canon's ratings on review for possible downgrade.

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

Headquartered in Los Angeles, California, Canon Communications is
a leading producer of print productions, trade shows and digital
media for the medical device manufacturing and other niche
markets.  The company reported sales of $94 million for the LTM
period ended December 30, 2008.


CF HOSPITALITY: 2 Hotels Can Be Sold in Foreclosure After May 11
----------------------------------------------------------------
CF Hospitality Inc., needs to come up with $15 million of
financing to obtain approval of its proposed bankruptcy exit plan,
otherwise, a secured lender will have the right to foreclose CF's
two hospitals and sell them.

CF Hospitality's restructuring plan for its two hotels, one in
Miami, Florida and the other in Orlando, is scheduled for
confirmation on March 25.

Gramercy Investment Trust has previously conveyed objections to
the Plan, asserting that the Debtor won't be able to procure
financing.  The Debtor subsequently reached an agreement with
Gramercy under which Gramercy can foreclose after May 11 unless
$15 million cash surfaces by April 29.

                       About CF Hospitality

Apopka, Florida-based CF Hospitality, Inc., owns two hotels, one
in Orlando and another in Miami.  The Company and a subsidiary
filed for Chapter 11 bankruptcy protection on May 1, 2008 (Bankr.
M.D. Fla. Lead Case No. 08-03518).  David R. McFarlin, Esq., and
Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.,
represent the Debtors in their restructuring efforts.  In its
filing, the Lead Debtor listed estimated assets between
$10 million and $50 million and estimated debts between
$10 million and $50 million.


CHRYSLER FINANCIAL: May Exhaust $1.5BB in Federal Aid This Month
----------------------------------------------------------------
Chrysler Financial will have exhausted by the middle of April the
$1.5 billion in federal aid it received through the Treasury's
Troubled Asset Relief Program in January, Alex P. Kellogg at The
Wall Street Journal reports, citing a person familiar with the
matter.

WSJ relates that Chrysler Financial said in February that it will
need an unspecified amount in additional aid to continue lending.
WSJ states that on Tuesday, Chrysler Financial said that it will
lay off about 80 employees, or 2% of its work force, effective
immediately.

WSJ notes that the Obama administration's automotive task force
pointed to weaknesses at Chrysler Financial as a key factor
undermining Chrysler LLC's claim that it could be a viable
independent company.  Chrysler Finance has backed more than 90% of
Chrysler vehicle sales in the first two weeks of March, WSJ
relates, citing a person familiar with the matter.  WSJ says that
Chrysler has relied heavily on credit programs from Chrysler
Finance to sell its cars, programs that were fueled largely by
federal aid.

According to WSJ, parent Cerberus Capital Management LP's decision
to give up its equity in Chrysler raises new questions about the
future of Chrysler Financial and what function it will serve if
Chrysler goes out of business.  Chrysler, under terms dictated by
the Obama administration, has 30 days to secure a partnership and
execute a restructuring plan that can help it become a viable car
maker, WSJ notes.  WSJ states that without Chrysler, Chrysler
Finance could be left with almost no source of new business, the
report says.

                   About Chrysler Financial

Chrysler Financial -- http://corp.chryslerfinancial.com-- offers
automotive financial products and services to both dealers and
consumers of Chrysler, Jeep(R) and Dodge vehicles in the U.S.,
Canada, Mexico and Venezuela.  In addition it offers vehicle
wholesale and retail financing to more than 3,600 Chrysler, Jeep
and Dodge dealers.  Currently, nearly three million drivers in the
United States enjoy the benefits of financing with Chrysler
Financial.  Chrysler Financial has an employee base of 4,000 and
supports a global portfolio of $60 billion.

                        About Chrysler LLC

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

                        *     *     *

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

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

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

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


CHRYSLER LLC: Various Parties Say Bankruptcy Inevitable
-------------------------------------------------------
The quick and surgical bankruptcy option that was said possible
when President Barack Obama declared that the viability plans of
General Motors Corp. and Chrysler LLC insufficient now appears to
be inevitable, FOXNews.com reports, citing members of Congress and
other sources.

As reported by the Troubled Company Reporter on March 31, 2009,
the Obama administration was considering a plan to fix GM and
Chrysler by dividing their "good" and "bad" assets and putting
them into bankruptcy to eliminate their biggest problems.

Members of Congress and unnamed sources said that President Obama
is convinced that a negotiated bankruptcy is the best way for GM
to restructure and become a competitive automaker, Bloomberg News
reports.  Citing lawmakers, Bloomberg relates that President Obama
is also ready to let Chrysler face bankruptcy and be sold off
piece-by-piece if it fails to form an alliance with Fiat SpA.
FOXNews.com relates that a White House official quickly denied the
report, saying, "The president's position has not changed. He
remains committed to a significant restructuring without a
bankruptcy if at all possible."  A senior administration official
also described the report as inaccurate, FOXNews.com states.

Jeffrey McCracken at WSJ relates that applying the nation's
bankruptcy laws to GM and Chrysler in a "surgical" way, will be
messier than expected, especially due to the political stakes
involved and the complexity of Detroit's problems.

WSJ quoted investment bank Gordian Group President Peter Kaufman
as saying, "The No. 1 risk is the parties can't agree to a
consensual deal.  The government takes away a lot of its leverage
by admitting they won't let these companies liquidate."

WSJ states that if GM and Chrysler pursue the administration's
bankruptcy plan, the process most likely wouldn't involve a
prepackaged bankruptcy.  WSJ notes that the process is expected to
resemble a prearranged filing, in which there is a less-formal
agreement among the parties about concessions.  Prearranged
bankruptcy is riskier because constituents can back out if they
think that the company's situation or operating environment has
changed radically, WSJ says, citing bankruptcy experts.  According
to the report, state franchise laws give dealers strong
protections if automakers violate their contracts, making it
expensive to close them.

"You could also have lawsuits between shareholders who will fight
over the valuations of fixed assets or intangibles.  The parties
have the right to be heard, to prepare experts, to do depositions,
to get on the schedule.  That drags things out for weeks, for
months.  There are suppliers and dealers and other claimants we
don't even know about," WSJ states, citing a person familiar with
the matter.

According to FOXNews.com, President Obama disclosed a "Warranty
Commitment Program," where the government would cover 110% of an
accounting reserve established to cover 125% of projected warranty
costs for each new vehicle sold by GM and Chrysler.

Kris Maher at WSJ states that bankruptcy would give Chrysler and
GM the ability to rescind their United Auto Workers contracts and
impose another wave of deep cuts in auto workers' wages and
healthcare benefits, which would affect about 141,000 UAW members
and hundreds of thousands of retirees.  According to WSJ, UAW
President Ron Gettelfinger has been saying that the union has
already made substantial concessions compared with other
stakeholders and won't make any more until bondholders and other
creditors agree to givebacks to reduce GM and Chrysler debt.  WSJ
relates that Mr. Gettelfinger has already announced his retirement
from the union.

                         About Chrysler LLC

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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


CHRYSLER LLC: Chrysler-Fiat Combination an "Impossible Goal"
------------------------------------------------------------
A Bloomberg News report says Chrysler LLC may face an "impossible
goal" in completing an alliance with Fiat SpA and meeting an Obama
administration deadline to erase debt and win more union
concessions by April 30.

Bloomberg's Mike Ramsey reports that Chrysler got its blueprint
for the month of April from President Barack Obama's task force,
which said that $6 billion in new aid hinges on "extinguishing the
vast majority" of outstanding secured debt and new givebacks from
the United Auto Workers.

Bloomberg says meeting those requirements would require help from
lenders JPMorgan Chase & Co., Citigroup Inc., Goldman Sachs Group
Inc. and Morgan Stanley, which haven't negotiated in the three
months since Chrysler got its U.S. loans and have little incentive
to do so because they would be paid off first in bankruptcy.  Even
President Obama's autos panel suggested Chrysler might fare better
by reorganizing in court, Bloomberg said.

According to Bloomberg, a Chrysler-Fiat combination would be the
world's sixth largest by vehicle sales, behind Ford Motor Co.  The
companies said they have a framework for the alliance they agreed
to in principle in January, while adding that "substantial
hurdles" remain.

The report states that according to President Obama's task force,
"Given the magnitude of the concessions needed, the most effective
way for Chrysler to emerge from this restructuring with a fresh
start may be by using an expedited bankruptcy process as a tool to
extinguish liabilities".

Completing the Fiat deal is a precondition for loans beyond
Chrysler's first $4 billion, the task force said as cited by the
report, which listed debt restructuring among six additional
requirements.  Chrysler, dependent on light trucks and on the
North American market, can't exist as a stand-alone company,
President Obama's advisers said.

                         About Chrysler LLC

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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


CNH GLOBAL: S&P Cuts Long-Term Corporate Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on CNH
Global N.V., including the long-term corporate credit rating to
'BB+' from 'BBB-', after taking the same rating action on CNH's
parent company, Italy-based auto and truck manufacturer Fiat SpA
(BB+/Watch Neg/B).  The ratings remain on CreditWatch with
negative implications

In addition, Standard & Poor's lowered its issue-level ratings on
senior unsecured debt issues held by CNH subsidiaries Case Corp.
and Case New Holland Inc. to 'BB+' from 'BBB-'.  The ratings
remain on CreditWatch with negative implications.  At the same
time, S&P assigned a recovery rating of '4' to these issues,
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.

The corporate credit rating and outlook on publicly traded CNH are
the same as those on Fiat because of the close ties between the
two.  "Fiat views CNH as a core business and provides liquidity
support to CNH by way of intercompany loans and bank loan
guarantees and has a roughly 90% equity ownership stake in CNH,"
said Standard & Poor's credit analyst Dan Picciotto.  As of Dec.
31, 2008, CNH had more than $2 billion of cash deposited with Fiat
affiliates' cash management pools (repayable to CNH on one-day's
notice).

Burr Ridge, Illinois-headquartered CNH has a satisfactory business
position as the world's second-largest agricultural equipment
maker and as a major manufacturer of construction equipment.
Product diversification across agricultural equipment (about 75%
of revenues) and construction equipment (about 25%) supports CNH's
business profile.  The company also benefits from good geographic
diversity, with the North American market accounting for about 40%
of sales, Western Europe about one-third, and Latin America and
other regions the remainder.  The agricultural and construction
equipment markets remain cyclical and sensitive to economic
activity, government policy, investment trends, commodity prices,
and other variables.  Despite CNH's revenue diversification,
industry cyclicality will make for continued volatility in the
company's operating performance.

In the fourth quarter of 2008, CNH's agricultural equipment sales
climbed 8% but construction equipment sales fell nearly 50% as
market conditions deteriorated rapidly.  The outlook for 2009 is
for continued weakness in construction equipment and for somewhat
lower industry volumes in agricultural equipment.  In addition,
profitability at the company's financial services operation is
likely to be limited due to conditions in the financial markets
that may limit the business's ability to secure funding for
growth.

Credit measures are currently good as equipment operations'
adjusted net debt to EBITDA was less than 2x as of Dec. 31, 2008.
Intersegment notes receivable are netted against debt, as are cash
balances in excess of $400 million.  The value of operating leases
is added to debt, and the equity method is used to account for
financial services operations.

The ratings are on CreditWatch with negative implications, the
same as on Fiat.  Because S&P views CNH as core to the Fiat Group,
a positive or negative rating action on Fiat would result in the
same action on CNH.  If S&P ceases to view CNH as core to the Fiat
Group, and if CNH's stand-alone financial profile fails to support
the ratings, S&P could take a negative rating action.


COMPTON PETROLEUM: S&P Gives Negative Outlook; Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alberta-based Compton Petroleum Corp. to negative from
stable.  At the same time, Standard & Poor's affirmed its 'B'
long-term corporate credit rating on the company, and its 'B-'
senior unsecured debt rating on subsidiary Compton Petroleum
Finance Corp.  The '5' recovery rating on the senior unsecured
debt is unchanged, indicating the expectation for modest (10%-30%)
recovery in the event of payment default.

"The outlook revision reflects our concern that although Compton
plans to only spend within cash flow in 2009, this will likely
lead to decreased production with no debt reduction, resulting in
increased debt servicing costs and leverage per barrel and
weakening the company's financial risk profile," said Standard &
Poor's credit analyst Jamie Koutsoukis.  "Furthermore, as the
company's proved plus probable reserves decreased 20% year-over-
year, Compton's credit facility could be reduced, limiting its
available liquidity," Ms. Koutsoukis added.

In S&P's opinion, the ratings on Compton reflect the company's
high level of debt, its limited financial flexibility, its
increasing operating cost profile, its inability to increase
production despite a large resource base, and concerns' regarding
the company's strategic direction as it looks to restructure its
balance sheet.  In contrast to these factors, S&P believes
Compton's strong internal growth prospects and good resource base
provide some credit strength.

The negative outlook reflects S&P's expectation that although
Compton will limit its spending to internal cash flow, it will be
unable to sustain year-end 2008 production levels, so debt
servicing costs per barrel will increase and the company's debt to
cash flow metrics will deteriorate.  Furthermore, although
management has stated the current capital structure is leveraged,
there remains uncertainty regarding how the company will address
the issue, so its financial flexibility remains limited.  A
negative rating action is possible should Compton increase its
debt beyond C$900 million as a result of spending more than cash
flow.  The rating does not have room for debt to increase much
beyond S&P's expected C$900 million level for 2009.  Conversely,
an outlook revision to stable would depend on the company's
ability to reduce debt levels; improve liquidity; and maintain
debt-to-cash flow metrics, particularly its total debt-to-EBITDA
ratio somewhere near 2.5x-3.0x.


COMSTOCK HOMEBUILDING: May File for Bankruptcy Protection
---------------------------------------------------------
Comstock Homebuilding Cos. Inc. has warned that it may have to
file for bankruptcy protection.

If Comstock Homebuilding fails to identify new sources of cash and
cash flow and/or successfully modify its existing facilities, it
will likely deplete its cash reserves and be forced to file for
bankruptcy protection in the near future.  There can be no
assurances that in that event the Company would be able to
reorganize through bankruptcy, and it might be forced to liquidate
its assets.

Comstock Homebuilding said that the greatest challenge it faces in
the current real estate market is liquidity.  As a result of the
global credit crisis facing banks and other non-traditional
lenders the Company has very limited ability to generate capital
through borrowing.  With demand slow and continued price erosion
on our homes the spread between the net selling price of the
Company's homes and the financing costs associated with the homes
it sells has been compressed to the point where there is little or
no cash flow being generated by sales activity.  Comstock
Homebuilding's stock price has been dramatically depressed and the
use of its stock as currency at these trading prices would be
impractical and would compromise the preservation of its carry-
forward net operating losses.  The combination of these and other
liquidity constraints have forced Comstock Homebuilding to rethink
the way it operates on a daily basis. A continued lack of adequate
access to liquidity will force the Comstock Homebuilding to once
again resize its operations and may result in the Company either
filing for bankruptcy protection or being forced to liquidate.

Failure to successfully negotiate renewals of and extensions to
credit facilities would adversely affect the Company's liquidity.
The Company's operations require significant capital, which may
not continue to be available.  If the Company's primary source of
financing becomes unavailable or accelerated repayment is
demanded, the Company may not be able to meet obligations and its
ability to continue operating would be seriously compromised, and
may force the Company into bankruptcy or liquidation.

Both the Company and its subsidiaries have secured debt of
approximately $21.9 million which matured prior to December 31,
2008, or has curtailment covenants and interest obligations during
2009 and beyond.  Since the Company is the guarantor of a majority
of its subsidiaries' debt, any significant failure to negotiate
renewals and extensions to this debt would severely compromise the
Company's liquidity and could jeopardize its ability to satisfy
its capital requirements.  The Company recently reported and cured
loan covenant violations, may at some point negatively impact our
ability to renew and extend its debt.

At December 31, 2008, the Company had $6.0 million in unrestricted
cash and $3.9 million in restricted cash.  Included in the
Company's restricted cash balance is $3.0 million on deposit with
Wachovia securing an irrevocable letter of credit relating to a
captive insurance program.  The Company is working with the
insurance provider to obtain a release of the letter of credit.
The Company's access to working capital is very limited and its
debt service obligations and operating costs for 2009 exceed its
current cash reserves.

Comstock Homebuilding's auditor, PricewaterhouseCoopers LLP, said
that the Company has experienced declining market conditions and
has significant liquidity concerns that raise substantial doubt
about its ability to continue as a going concern.

Reuters relates that the Company has chosen to default on the
March 31, 2009, interest payment of about $218,000 due on its
senior unsecured debt to JP Morgan Ventures, due to limited
liquidity.

As of December 31, 2008, Comstock Homebuilding reported
$160,859,000 in assets, $130,111,000 in debts, and $30,525,000 in
shareholders' equity.

                    About Comstock Homebuilding

Based in Reston, Viginia, Comstock Homebuilding Companies, Inc.
(NasdaqGM: CHCI) -- http://www.comstockhomebuilding.com--
develops, builds and markets single-family homes, townhouses and
condominiums in the Washington D.C., Raleigh, North Carolina and
Atlanta, Georgia metropolitan markets.  The company also provides
certain management and administrative support services to certain
related parties.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2008,
PricewaterhouseCoopers LLP raised substantial doubt about the
ability of Comstock Homebuilding Companies, Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Dec. 31, 2007.  The auditor pointed stated that
the company has experienced declining market conditions and has
significant debt maturing during 2008.

The Troubled Company Reporter said on July 11, 2008, that Comstock
has retained FTI Consulting Inc. as advisor to the company with
respect to strategic and financial alternatives in the face of a
prolonged real estate downturn.

On January 29, 2009, Comstock Homebuilding Companies, Inc., and
Comstock Penderbrook, L.C., a wholly owned subsidiary of the
Company, entered into a forbearance agreement with Guggenheim
Corporate Funding with respect to the $13.5 million outstanding
under the company's secured Penderbrook project loan.  The company
had receive a notice of default from Guggenheim on
August 22, 2008.  In connection with the forbearance agreement the
original maturity date of the loan was extended from
February 22, 2010 to March 6, 2011.  The terms of the forbearance
agreement provide for additional incremental extensions until
March 6, 2012, provided certain unit delivery requirement
thresholds are met.


CONSECO INC: BofA Loan Amended; Interest Rate Hiked to 7.5%
-----------------------------------------------------------
Conseco, Inc., on March 30, 2009, entered into Amendment No. 2 to
its Second Amended and Restated Credit Agreement with the lenders
signatory thereto and Bank of America, N.A., as administrative
agent.  The changes made by Amendment No. 2 include, without
limitation:

     * An increase in the debt to capital ratio through June 30,
       2010 to 32.5%, returning to 30% thereafter;

     * A decrease in the interest coverage ratio to 1.5x through
       June 30, 2010, returning to 2.0x thereafter;

     * A decrease in the minimum risk based capital ratio to 200%
       through June 30, 2010, returning to 250% thereafter;

     * A decrease in the minimum level of statutory capital to
       $1.1 billion through June 30, 2010, returning to
       $1.27 billion thereafter; and

     * An increase in the annual interest rate payable by the
       Company to either LIBOR plus 4.00%, with a LIBOR floor of
       2.50%, or a base rate plus 3.00%, with a base rate floor
       of 3.50%, plus in either case an additional 1% that will
       be added to the principal balance of the facility and will
       be payable at the facility's maturity date.

As a result of the amendment, the Company's current interest rate
on the $911.8 million outstanding under the credit facility
increased from approximately 2.6% to 7.5%.  The amendment also
places additional restrictions on the Company's ability to incur
certain additional indebtedness, among other restrictions.  The
amendment made no changes to the amount borrowed under the credit
facility, to the principal repayment schedule or to the collateral
pledged as security for the facility.

A full-text copy of Amendment No. 2 is available at no charge at:

              http://researcharchives.com/t/s?3af3

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 6, 2009,
Fitch Ratings has downgraded the ratings assigned to Conseco Inc.
The rating outlook on Conseco Inc. and its subsidiaries remains
negative.  Fitch downgraded these ratings: (i) issuer default
rating to 'BB-' from 'BB'; (ii) senior secured bank credit
facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to
'B' from 'BB-'.


CREATIVE LOAFING: Court Denies Creditor's Plea to Take Control
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
denied a motion by Atalaya Funding, Creative Loafing Inc.'s major
creditor, to take control of the Debtor's weekly publications,
Kristi E. Swartz at The Atlanta Journal-Constitution reports,
citing the Company's owner and CEO Ben Eason.

Court documents say that Creative Loafing's bankruptcy filing may
have stemmed partly from a dispute with Atalaya Funding and BIA
Digital Partners.  The Atlanta Journal relates that Atalaya
Funding and BIA Digital lent Creative Loafing about $40 million to
pay down $15 million in debt and to acquire Washington City Paper
and Chicago Reader in 2007.

                      About Creative Loafing

Headquartered in Tampa, Florida, Creative Loafing, Inc. --
http://www.creativeloafing.com/-- publishes newspapers and
magazines.  The company and eight of its affiliates filed for
Chapter 11 protection on September 29, 2008 (Bankr. M.D. Fla. Lead
Case No. 08-14939).  Chad S. Bowen, Esq., and David S. Jennis,
Esq., Jennis & Bowen, P.L., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between $10
million and $50 million each.


CROTCHED MOUNTAIN: Moody's Downgrades Issuer Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service has downgraded Crotched Mountain
Rehabilitation Center's issuer rating to B2 from B1.  The rating
is removed from Watchlist and the outlook is negative.  The
downgrade addresses the continued decline in liquidity through
seven months of fiscal year 2009 and risks associated with its
swap and letter of credit agreement.  The issuer rating reflects
the unsecured general obligation characteristics of CMRC and is
not a rating on the organization's bonds.

Interest Rate Derivatives: CMRC entered into a swap agreement in
conjunction with the issuance of the Series 2006 bonds whereby it
pays a fixed rate of 3.776% and the variable component is set at
62% of LIBOR-BBA+0.34% with a notional amount of $30.7 million.
The counterparty is RBC Capital Markets and the swap terminates on
January 1, 2037.  As of March 26, 2009, the mark to market
valuation on the swap was negative $5.7 million and CMRC was
required to post collateral in the amount of $5.7 million.  The
swap agreement also includes an additional termination event
whereby if the underlying, unenhanced rating of the organization
falls below Baa3 the counterparty can terminate the agreement and
CMRC would be required to pay the fair market value.  Moody's has
incorporated the risks of the swap in the B2 issuer rating.

                            Challenges

* History of significant operating losses with operating margins
  in the negative double digit range which has deteriorated
  further in recent fiscal years.  The organization has
  historically relied on its foundation to help offset losses.

* Liquidity has declined steadily since FY 2002 and the decline
has been exacerbated in FY 2008 and through October 31, 2008,
due to the current investment market environment.  At FYE 2008,
  unrestricted cash had declined to $18.8 million (115 days cash
  on hand) from $27.0 million (185 days cash on hand) at FYE 2007.
  Liquidity has continued to decline through January 31, 2009, to
  $10.9 million (74.2 days cash on hand) due to continued
investment losses, a collateral posting requirement for its
swap agreement, and upfront payroll and debt service
requirements.  The Crotched Mountain Foundation is 55% invested
in equities and the remainder in fixed income and cash.

                            Strengths

* Niche provider of rehabilitation, education, residential, and
  care management services for physically and developmentally
  challenged children and adults.

* CMRC received significant rate increases from Medicaid (50%
  increase) and has implemented several cost reduction measures
  which has led to significant improvements in operating results
  through seven months of fiscal year 2009 with an operating
  margin of -8.0% and operating cash flow margin of 0.4% compared
  to an operating margin of -19.4% and operating cash flow margin
  of -11.0% through the same period last year

                    Recent Developments/Results

Through seven months of FY 2009, operations at CMRC has
dramatically improved with an operating deficit of $2.2 million (-
8.0% operating margin) and operating cash flow of $109 thousand
(0.4% operating margin) compared to an operating deficit of
$5.5million (-19.4% operating margin) and negative cash flow of
$3.1 million (-11.0% operating cash flow margin) through the same
period last year.  The improvement in performance was due in part,
to a 50% rate increase from the state Medicaid program as well
rate increases from the New Hampshire Department of Education.  In
addition, various expense reduction measures have been implemented
including a reduction of 107 FTEs (as of February 28, 2009) and
expense savings in various non personnel areas.  With help from an
outside consultant, management is taking steps to further reduce
costs by an additional $1 million and projects by fiscal year end
2009, CMRC will record an operating deficit of $1.0 million (-5.7%
operating margin) and operating cash flow of $392 thousand (2.2%
operating cash flow margin).  By FY 2010, management expects to
reach break even operating performance.  In order for CMRC to
reach break even operating performance by 2010, management plans
on shifting its current payor mix to include more commercially
insured patients with a focus on Anthem, the largest insurer in
the state with whom CMRC just signed a new contract.

CMRC balance sheet has historically benefited from the support of
the Crotched Mountain Foundation and is a key credit strength.
However, CMF's unrestricted cash balance has been declining for
the last several years and significantly deteriorated in FY 2008.
At fiscal year end 2008, the consolidated organization's
unrestricted cash balance was at $18.7 million (117.0 days cash on
hand) compared to $27.0 million (184.2 days cash on hand) at FYE
2007.  The decline in unrestricted cash and investments was
attributed to operating losses, investment losses, and a spike in
accounts receivables which increased to 84.4 days in FY 2008 from
57.7 days in FY 2007.  Management attributed the increase in AR
days to a loss of experienced personnel.  With the decline in
liquidity, cash to debt has declined to 59.6% in FY 2008 from
85.0% in FY 2007.  As of January 31, 2009, unrestricted cash
balance has continued to decline to $10.9 million (74 days cash on
hand) due to further investment losses; $5.1 million collateral
posting requirement for the swap outstanding with RBC Capital
Markets; and upfront payroll and debt service requirements which
have further reduced cash to debt to 59.6%.

Given the significant decline in unrestricted liquidity, CMRC may
run the risk of not being able to meet its obligations if Allied
Irish Bank, its letter of credit provider for its Series 2006
bonds, were to accelerate payments under its Reimbursement
Agreement with CMRC.  The Letter of Credit provider has the right
to accelerate payment from the obligor if there is a failed
remarketing and the bonds become bank bonds for 30 days.  Given
recent market disruptions, a failed remarketing is plausible.  In
addition, the Letter of Credit agreement includes a Material
Adverse Effect clause as an event of default and several other
covenants which CMRC is currently not 100% in compliance with.  At
the request of AIB for CMRC to reduce outstanding long term debt,
management has proposed a plan with AIB whereby CMRC will pay $10
million of principal by 2011 via cash from operations, the sale of
various pieces of real estate and the sale of a conservation
easement on 1,165 acres of forest land to the U.S. Forest Legacy
Program.  Management has also put in a request to the state for $2
million in federal stimulus monies to help pay off a portion of
the bonds.  CMRC has garnered $2.75 million from selling
conservation easements to the U.S. Forest Service with payment
expected within the current calendar year.  Given current market
conditions, management may face challenges in selling its
properties at the projected price as well generating the necessary
cash flow, especially given the organization's historical
operating performance.  If this plan is successfully executed, the
organization's debt load will decline but its liquidity position
will remain at risk of further declines, especially given current
market conditions and investment allocation, which is currently
55% invested in equities.

CMRC continues to maintain its niche role as a provider of
rehabilitative, educational, and residential services in the New
Hampshire and New England area.  CMRC provides four key areas of
service including its school, residential, brain injury and
children's hospital programs.  Census levels continue to remain
stable with 123 students enrolled at the school of which 93 are
part of one of the various residential programs and the remainder
are commuting students.  The brain injury and children's hospital
each has 30 beds and operates at 90% capacity.  CMRC's key
challenge continues to be matching clients with appropriate
services and effectively predicting availability of beds, not
competition from other providers.

                             Outlook

The negative outlook reflects Moody's concerns regarding the
declining unrestricted cash position of the consolidated entity
(including CMF) and the risks associated with its swap and letter
of credit agreement.

                 What could change the rating -- UP

Significant improvement in liquidity; reworked capital structure
that reduces short-term liquidity risks; significant improvement
in operations that is demonstrated and sustainable; proven ability
to retire $10 million of debt by 2011

                What could change the rating -- DOWN

Further decline in unrestricted cash balances; termination of the
swap or acceleration of principal due under the letter of credit
agreement

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Crotched Mountain
     Foundation and Affiliates

  -- First number reflects audit year ended June 30, 2007

  -- Second number reflects audit year ended June 30, 2008

  -- Investment returns normalized at 6% unless otherwise noted

* Total operating revenues: $46.4 million; $50.9 million

* Moody's-adjusted net revenue available for debt service: -$4.9
  million; -$1.3 million

* Total debt outstanding: $31.8 million; $31.5 million

* Maximum annual debt service: $2.0 million; $2.0 million

* Moody's-adjusted MADS Coverage with normalized investment
  income: -2.45 times; -0.64 times

* Debt-to-cash flow: -5.3 times; -11.5 times

* Days cash on hand: 185.2 days; 117.0 days

* Cash-to-debt: 85.0%; 59.6%

* Operating margin: -21.0%; -20.4%

* Operating cash flow margin: -13.0%; -12.1%

The last rating action was on December 24, 2008, when the issuer
rating of Crotched Mountain Rehabilitation Center was downgraded
to B1 from Baa3 and remained on Watchlist for downgrade


DALLAS WASTE DISPOSAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Dallas Waste Disposal & Recycling, Inc.
        3303 Pluto Street
        Dallas, TX 75212

Bankruptcy Case No.: 09-31675

Chapter 11 Petition Date: March 23, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Mark I. Agee, Esq.
                  Mark Ian Agee, Attorney at Law
                  5401 N. Central Expressway, Suite 220
                  Dallas, TX 75205
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966
                  Email: dallasbankruptcylawyer@gmail.com

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

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

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

The petition was signed by Richard Szarkowski, president of the
Company.


DBSI INC: Court Asks U.S. Trustee to Mull on 2 Separate Committees
------------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware wrote a letter asking the United States Trustee for
Region 3 to consider seeking an order to dissolve the existing
creditors committee of DBSI Inc., and create two separate
committees, one representing claimants and the other representing
TIC owners.

Judge Walsh noted that DBSI's and its related entities' business
falls into two separate groups: (1) the TIC properties with a DBSI
entity acting as the seller of the property and another DBSI
entity being the master lessee; and (2) the DBSI entities not
involved in the TIC operations but engaged in owning and operating
real estate projects.  According to the Debtors, the Non-TIC
Entities includes "certain Debtors and Non-Debtor Affiliates [who]
are owners and developers of approximately 79 parcels of real
property, which range in size and character from a single lot
improved by one building to hundreds of acres of unimproved land."
Funds to purchase and develop these properties were raised in part
from investors.  According to the Debtors, these Noteholders hold
general unsecured claims against DBSI Notes Affiliates and DBSI
Notes Affiliates.

Among disputes between the TIC Debtors and the TIC owners, there
is a sharp conflict between the TIC Debtors and the TIC owners as
to whether certain "accountable reserves" constitute funds
dedicated to specified uses and for which the appropriate DBSI
entity is accountable to the TIC owners. The position of the
TIC owners is reflected in hundreds of letters that I have
received from TIC owners complaining about the TIC Debtors'
treatment of the "accountable reserves." In contrast, the TIC
Debtors' position is that the "accountable reserves" is a
liability on the balance sheet of the DBSI master lessee and any
assets that reflect that liability were paid to the selling DBSI
entity and are freely available to that DBSI entity without
restriction as to disposition.  In short, the TIC Debtors take the
position that the "accountable reserves" represent merely general
unsecured claims by the TIC owners.  "In their letters to me, many
of the TIC owners attach excerpts from DBSI communications and
documents in support of the position that the "accountable
reserves" constitute some type of escrow or trust funds to which
they are now entitled to as result of the termination of the
master leases," Judge Walsh said.

"Given this apparent conflict, I question whether the present
creditors committee can represent both groups," Judge Walsh
stated, noting also of an earlier concern
of his that the composition of the Committee may be unbalanced.

Judge Walsh also said that given his view that there appears to be
a conflict between the TIC owners and the interest of the
Noteholders (and other general unsecured claimants) in the Non-TIC
Entities, he is concerned that, given Foley & Lardner's role in
the prepetition promotion of one or more of the TIC ventures, its
role in now representing the estates may be compromised.

Meanwhile, as reported by the TCR on March 19, the State of
Idaho's Department of Finance has won approval for a court-
appointed examiner in the closely watched bankruptcy proceedings
of DBSI, Inc.  Judge Walsh has given the examiner the authority to
probe $2 billion in allegedly fraudulent securities transactions
made by DBSI.  The scheme involved more than 12,000 investors and
270 properties throughout the country.  Idaho, the state where
DBSI is located, was joined by other states in the action,
including Alabama, California, Colorado, Hawaii, Montana, Nevada,
Oregon, Pennsylvania, South Carolina, Tennessee, and Washington.

The Court on March 25 entered a formal order that directed the
U.S. Trustee to appoint an examiner.  According to the order, the
examiner will (a) investigate the circumstances surrounding (i)
any and all ofthe Debtors' inter-company transactions and
transfers, (ii) any and all transactions and transfers
between and among the Debtors and any non-debtor affiliates, and
(iii) any and all transactions and transfers between and among the
Debtors and any insiders, officers, directors and principals of
the Debtors and; and (b) otherwise perfonn the duties of an
examiner set forth in II U.S.C. Section  1106(a)(3) and 1106(a)(4)
of the Bankruptcy Code.  Accoridng to Judge Walsh, the examiner
will meet with FTI Consulting, Inc., financial advisor to the
Creditors' Committee and other parties-in-interest to discuss the
examination.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. -- http://www.dbsi.com
-- operates a real estate company.  On November 10, 2008, and
other subsequent dates, DBSI and 167 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP as its bankruptcy counsel.  Kurtzman
Carson Consultants LLC is the Debtors' notice claims and balloting
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.


DELPHI CORP: BeijingWest Deal "Most High Profile Acquisition Yet"
-----------------------------------------------------------------
Katherine Yung at The Detroit Free Press calls the deal by two
Chinese companies and the Chinese government to acquire Delphi
Corp.'s brakes and suspension businesses the "most high-profile
acquisition yet by the Chinese in the American auto industry."

Free Press says Chinese auto supplier Tempo Group will acquire a
24% stake in the Delphi businesses while China's Capital Iron &
Steel Co. will purchase a 51% stake.  The Beijing government, Free
Press relates, will own the remaining 25%.  The Delphi businesses
will be owned by a new Chinese company called Beijing West
Industries Co. Ltd., based in Beijing, the report says.

According to the Troubled Company Reporter on Wednesday, Delphi
entered into an asset sale and purchase agreement with BeijingWest
Industries Co., Ltd.

Free Press says the buyer will pay $100 million in cash for the
units, giving Delphi much needed capital.

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.

The deal is subject to approval by the U.S. Bankruptcy Court for
the Southern District of New York.  Delphi anticipates the sale
closing during the fourth quarter of 2009.  Free Press says the
deal is expected to close by Nov. 1.

"This is the right deal at the right time for this particular
business," Rodney O'Neal, Delphi's CEO and president, said during
a dinner Monday night to celebrate the signing of the deal,
according to Free Press.

Under the sale and purchase agreement, according to the TCR,
BeijingWest 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.  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)


DIAL-A-MATTRESS: Court Okays Six First-Day Motions
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
granted all six first-day motions proposed by 1800mattress.com,
including approval for debtor-in-possession financing provided by
Sleepy's, which is seeking to acquire the company through the
Chapter 11 process.  The voluntary Chapter 11 filing was made
earlier this week by Dial-A-Mattress Operating Corp., the
company's legal entity.

The key motions granted include one for approval of procedures,
dates and deadlines for sale of the company's assets, as well as
issues surrounding assumption and assignment of contracts and
leases.  The other key motion granted by the court involved
authorization to obtain post-petition financing and use of the
collateral of existing lenders.

"We are obviously pleased the court saw fit to grant all our
first-day motions, including converting the involuntary Chapter 7
bankruptcy petition into the current Chapter 11 proceeding," said
1800mattress.com Chairman and CEO Napoleon Barragan.

"Our call center, internet, chat and retail stores remain open and
it is business as usual for our company.  We have the right
assortment and depth of inventory to satisfy our customers' needs
and no one should see any disruption of service during this
process," Mr. Barragan said.

Last week, 1800mattress.com and Bethpage, NY-based Sleepy's, the
largest mattress retailer in the country, disclosed their
intention to combine their businesses to deliver greater quality,
service and value to consumers.  The deal is subject to approval
of the bankruptcy court after completion of competitive bidding
procedures routinely implemented in Chapter 11 cases.

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

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


DIAL-A-MATTRESS: Franchisee Balks at Asset Sale to Sleepy's
-----------------------------------------------------------
Consolidated Mattress Co., largest franchisee of Dial-a-Mattress
Operating Corp. and affiliate 1-800-Mattress Corp., is objecting
the sale of the Debtors' businesses to competitor Sleepy's LLC.

As reported by the TCR on March 26, 2009, Sleepy's will acquire
certain assets of Dial-A-Mattress' 1800mattress.com and invest in
the growth of the brand as the nation's leading premiere
telephone, Internet and chat retailer of bedding and sleep
products.  The parties plan to complete the sale through Chapter
11 of the U.S. Bankruptcy Code that will include a bidding process
and ultimately a court ordered sale.  1800mattress.com is first
electing to convert a pending involuntary Chapter 7 bankruptcy
petition.  The Debtors plan to sell those assets to Sleepy's for
$2.1 million.

According to Bloomberg's Bill Rochelle, Consolidated anticipates
that Sleepy's will terminate agreements with franchisees, with
results it says will be "absolutely devastating," the company said
in court papers on March 25.

Consolidated, the report adds, also takes issue with the sale
agreement and the financing that Sleepy's will provide pending the
purchase.  The contract calls for Sleepy's to buy all the assets
for $2.1 million.  Among the assets will be a $2 million loan owed
to Dial-a-Mattress by Napoleon Barragan, its founder and chief
executive.

Consolidated points out how the sale agreement forgives Mr.
Barragan's loan over time, pays him $500,000 a year for 20 years,
and gives him a $75,000 bonus up front.  Consolidated is arguing
that the consideration for the sale is going to Mr. Barragan and
not to the company and its creditors.

Consolidated describes a binding offer it gave to Dial-a-Mattress
to provide more attractive financing than the $550,000 to come
from Sleepy's.  Consolidated says its financing would enable the
company to operate longer before being forced to sell.

Because Consolidated is a competitor with Sleepy's, it predicts
the buyer won't take on the contracts with the franchisees, with
the result that they "likely would be out of business
immediately."

Dial-a-Mattress has asked the Bankruptcy Court to approve sale
procedures in which competing bids would be due April 13 for an
April 16 auction.

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

As reported by Troubled Company Reporter on March 23, 2009,
creditors filed a Chapter 7 petition for Dial-A-Mattress Operating
Corp. in the U.S. Bankruptcy Court for the Eastern District of New
York (Case No. 09-41966).  1-800-Mattress Corp. and Dial-A-
Mattress countered by filing voluntary chapter 11 petitions.


DIAMOND GLASS: Wins Court Confirmation of Liquidating Plan
----------------------------------------------------------
Diamond Glass Inc., now known as DG Liquidation Corp., won
confirmation of its proposed liquidating Chapter 11 plan following
a sale of its business.

The Plan is based upon a settlement that guaranteed at least $2.2
million for unsecured creditors, Bloomberg's Bill Rochelle said.

Voting creditors gave overwhelming support to the Plan.
Glassbytes.com said that about 200 of the 219 creditors were in
favor of the plan, 19 voted to reject it, and 10 creditors
abstained from the vote.

According to Bloomberg, most of Diamond Glass's assets were sold
to Belron SA of Luxemburg for $53.4 million plus assumed debt.
Belron outbid at the June auction the secured creditor Guggenheim
Corporate Funding LLC, which was willing to buy the business in
exchange for $34 million in secured debt and specified assumed
liabilities.  Belron is the world's largest auto-glass replacement
business.

Headquartered in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/or
http://www.daimondtriumphglass.com/-- provided automotive glass
replacement and repair services.  Founded in 1923, Diamond
Glass had more than 1,600 employees as of March 15.

The Company and its debtor-affiliate DT Subsidiary Corp., filed
for Chapter 11 bankruptcy petition on April 1, 2008 (Bankr.
D. Del. Lead Case No. 08-10601).  Michael P. Richman, Esq., at
Foley & Lardner LLP, and Donald J. Bowman Jr., Esq., at Young
Conaway Stargatt & Taylor LLP, represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  John T. Carrol, III, Esq., and Jeffrey R. Waxman,
Esq., at Cozen O'Connor, represent the Committee in this case.
When the Debtors filed for bankruptcy protection, they listed
assets of between $10 million and $50 million and debts of between
$100 million and $500 million.


DREIER LLP: Receiver Recovers $100-Mil. from Firm's Founder
-----------------------------------------------------------
The receiver who took over the assets of Marc Dreier reported to
the court that he recovered more than $100 million, Bloomberg's
Bill Rochelle said.  The receiver's report, Mr. Rochelle added,
said Dreier sold more than $700 million in bogus promissory notes
to 13 hedge funds.

Bloomberg previously reported that Mr. Dreier pleaded not guilty
to a charge that he laundered $700 million as part of an alleged
scheme to sell phony promissory notes.

The money-laundering charge was added to the criminal case against
Mr. 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.

             Prosecutors Identify Assets to Be Seized

According to Bill Rochelle, prosecutors who indicted Mr. Dreier on
charges of embezzlement and fraud wrote a letter to the Bankruptcy
Court to explain what assets they might confiscate in their
criminal forfeiture action and what property they would allow the
bankruptcy trustees to administer.  The report relates that the
government said:

   -- the trustees for Mr. Drier and the law firm he founded can
      have the assets they recover and may distribute the proceeds
      of assets they sell.

   -- the trustees may have accounts receivable they collect and
      the fruits of lawsuits.

                         About Dreier LLP

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

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

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

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


DYNAMIC DECISIONS: Hedge Fund May Be Taken Over by Liquidators
--------------------------------------------------------------
After investors accused the manager of Dynamic Decisions Capital
Management Ltd. of "gross mismanagement and misfeasance", a Cayman
Islands court may decide to put the company's main hedge fund
under the protection of an outside firm, Saijel Kishan of
Bloomberg reports, citing people familiar with the case.

Hedge funds are private, largely unregulated pools of capital
whose managers can buy or sell any assets, bet on falling as well
as rising asset prices and participate substantially in profits
from money invested.

According to the report, the Grand Court of the Cayman Islands is
set to consider a petition for a provisional liquidator to
safeguard DD Growth Premium Master Fund, said the people, who
asked not to be identified because they're not authorized to
discuss the case.  Bloomberg states that according to the filing,
Dynamic Decisions founder Alberto Micalizzi said on a March 13
conference call that the fund had "substantial" losses last year
and that assets may have fallen to as low as $20 million,
excluding illiquid investments, from $550 million at the end of
2008.

The report points out that in the Cayman Islands, which are
British territories, investors can seek a provisional liquidator
to protect a fund's assets, according to the U.K. government's
Insolvency Service. Once appointed, the provisional liquidator
investigates the business to discover, protect and recover assets
and produces a report to the court, which then decides whether to
liquidate.

Bloomberg says that the March 23 petition was submitted by Zolfo
Cooper, a restructuring firm appointed to oversee two so-called
feeder funds set up to invest in the Cayman-incorporated master
fund. Those funds were put under Zolfo Cooper's control at the
request of investors Strathmore Capital LLP, based in London, and
Cadogan Management LLC of New York.

Dynamic Decisions suspended investor withdrawals and Mr. Micalizzi
resigned from the board of the master fund to avoid conflicts of
interests, according to a Feb. 27 letter to clients of one of the
feeder funds, which are separate pools that channel money into the
master fund.


EDDIE BAUER: S&P Affirms Corporate Credit Rating at 'CCC'
---------------------------------------------------------
Standard & Poor's Ratings Services said it revised the recovery
rating on the secured debt of Eddie Bauer Holdings Inc. to '4'
from '3' as a result of weaker prospects for recovery in the event
of a payment default.  The '4' recovery rating indicates
expectations for average (30%-50%) recovery in the event of
payment default.  Concurrently, Standard & Poor's affirmed the
Bellevue, Washington-based company's debt ratings, including the
'CCC' corporate credit rating.  The outlook is negative.

"We are concerned with Eddie Bauer's slim expected EBITDA cushion
over financial covenants as of the fourth quarter of 2008," said
Standard & Poor's credit analyst Diane Shand, "and S&P believes
that a breach of covenants could occur within the next quarter."
A breach of covenants would restrict the company's liquidity,
increasing the likelihood of default.


ENERGY FUTURE: Moody's Downgrades Corporate Family Rating to 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating for Energy Future Holdings Corp
from B2 to B3. EFH's speculative grade liquidity rating is
confirmed at SGL-3, indicating adequate liquidity over the next
four quarters.  These rating actions conclude the review for
possible downgrade that was initiated on February 24, 2009.  The
rating outlook is negative.

EFH's rate-regulated transmission and distribution utility
subsidiary, Oncor Electric Delivery Company LLC's Baa3 senior
secured rating and stable rating outlook were not affected by
these rating actions, primarily due to Moody's interpretation of
the ring-fence type provisions associated with that entity.

EFH's B3 Corporate Family Rating reflects a high business and
operating risk profile, extreme amounts of leverage and limited
financial flexibility.  The company's ability to generate enough
cash flow to service its approximately $37 billion of total
consolidated debt (excluding Oncor debt) has been negatively
impacted by current weak commodity prices and market heat rates
and the prospect for a near-term recovery increasingly appears
remote, at this time.

"EFH's business model does not appear to be sustainable over the
long-term horizon given its leverage, its debt service
requirements, exposure to commodity prices and limited financial
flexibility," said Jim Hempstead, Senior Vice President.  "Current
market conditions are well below the company's original
expectations when they sized the debt associated with their
leveraged buy-out, and it appears that EFH will increasingly find
it challenging to earn their way out of the current adverse
headwinds the company faces."

Although the SGL-3 rating is confirmed, Moody's is somewhat
concerned over Moody's expectations for the company to be
materially free cash flow negative over the next twelve to
eighteen months at both the consolidated EFH level as well as at
the TCEH level, depending on various Moody's assumptions, which
will need to be funded by additional draws on the existing
liquidity facilities and cash balances.  Although EFH has modest
scheduled debt maturities over the next few years, there is the
possibility of a sizeable IRS audit settlement payment that is
expected to be made over the next 24 - 36 months, based on Moody's
intrepretation of the 10K disclosure regarding their participation
in settlement negotiations.  As a result, EFH will increasingly
need to rely on upstream cash distributions from both Oncor and
TCEH to service its parent company obligations.  EFH's estimated
current annual cash uses at the parent level, which include
parent-only cash interest expenses, corporate over-head and
sponsor-management fees, are estimated to be approximately $0.5
billion.  Over the near-term, Oncor is expected to contribute a
material amount of cash in the form of up-stream dividends and tax
payments, within the range of various regulatory restrictions,
with the remainder expected to come from TCEH.

TCEH's collateral commodity facility expires in December 2012, and
is not expected to be renewed.  The revolver expires in October
2013 and its senior secured term loan facilities expire in October
2014.  Combined, the bank facilities create a material refinancing
risk for EFH given current economic and financial conditions, and
give rise to significant uncertainty surrounding the LBO-sponsor
group's exit strategy plans.  While still some distance in the
future, these expiration dates are viewed negatively in light of
recent market developments, which include a material transmission
build-out program to facilitate incremental renewable energy
supplies (Texas' CREZ program), thereby potentially depressing
power prices in North Texas, and the prospects for some form of
carbon dioxide emission regulations, which could potentially erode
future margin expectations starting in 2012.

The negative outlook reflects EFH's weak business fundamentals,
extreme leverage, asset concentration, reduced liquidity
availability and complex hedging strategies.  Moody's believes
additional negative rating actions are more likely than not over
the next 12 to 18 months.  Additional negative rating actions
could materialize if, for example, the new coal-fired generation
facilities fail to operate at expected capacity factors in a
timely manner or if natural gas prices continue to decline from
current levels, thereby impacting expected cash flow.

Moody's incorporates a view that EFH will likely need to take some
form of action that addresses its cash flow, liquidity and
maturity challenges over the intermediate-term horizon, possibly
through a debt for equity exchange, maturity extension or other
transaction. Any such actions will likely be viewed by Moody's as
a "distress exchange" although Moody's note that management has,
to date, continued to assert that they are not contemplating any
such action.

The rating outlook could be changed to stable and rating upgrades
could materialize if the market fundamentals in Texas (ERCOT)
changed materially and lasted for a sustained period of time.
Nevertheless, EFH appears to be in an extremely weak financial
state and has very little financial flexibility, making the
likelihood of rating upgrades remote.

Moody's last rating action for EFH occurred on February 24, 2009,
when the Corporate Family Rating was placed on review for possible
downgrade.  For more information, please refer to Moody's credit
opinion under www.Moodys.com.

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

EFH is a large merchant generation company and retail electric
provider operating in Texas.

EFH is headquartered in Dallas, Texas.

The ratings for EFH, TCEH and EFHC's individual securities were
determined using Moody's Loss Given Default model.  Based on EFH's
B3 CFR and PDR, and based strictly on the priority of claims
within those entities, the LGD model would suggest a rating of
Caa2 for EFH's senior unsecured (guaranteed) debt.  The Caa1
rating assigned reflects the fact that the holders of these
securities also benefit from an upstream guarantee from Oncor's
intermediate subsidiary holding company.  Ratings changes are:

Downgrades:

Issuer: Brazos River Authority, Texas

  -- Revenue Bonds, Downgraded to Caa2 from Caa1

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: Energy Future Holdings Corp.

  -- Probability of Default Rating, Downgraded to B3 from B2

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to a
     range of Caa1, LGD5, 78% from a range of B3, LGD4, 69%

Issuer: Sabine River Authority, Texas

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

Issuer: Texas Competitive Electric Holdings Co LLC

  -- Senior Secured Bank Credit Facility, Downgraded to B1 from
     Ba3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
     from B3

  -- Senior Unsecured Sec. Lease Oblig. Bond, Downgraded to Caa2
     from Caa1

Issuer: Trinity River Authority, Texas

  -- Senior Unsecured Revenue Bonds, Downgraded to Caa2 from Caa1

Upgrades:

Issuer: Brazos River Authority, Texas

  -- Senior Unsecured Revenue Bonds, Upgraded to LGD5, 83% from
     LGD5, 86%

Issuer: Sabine River Authority, Texas

  -- Senior Unsecured Revenue Bonds, Upgraded to LGD5, 83% from
     LGD5, 86%

Issuer: Texas Competitive Electric Holdings Co LLC

  -- Senior Secured Bank Credit Facility, Upgraded to LGD2, 27%
     from LGD2, 29%

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to LGD5,
     71% from LGD5, 76%

  -- Senior Unsecured Sec. Lease Oblig. Bond, Upgraded to LGD5,
     83% from LGD6, 91%

Issuer: Trinity River Authority, Texas

  -- Senior Unsecured Revenue Bonds, Upgraded to LGD5, 83% from
     LGD5, 86%

Assignments:

Issuer: Brazos River Authority, Texas

  -- Revenue Bonds, Assigned 83 - LGD5
  -- Senior Unsecured Revenue Bonds, Assigned 83 - LGD5

Issuer: Sabine River Authority, Texas

  -- Senior Unsecured Revenue Bonds, Assigned a range of 83 - LGD5
     to Caa2

Outlook Actions:

Issuer: Energy Future Holdings Corp.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Texas Competitive Electric Holdings Co LLC

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Energy Future Holdings Corp.

  -- Speculative Grade Liquidity Rating, Confirmed at SGL-3

Withdrawals:

Issuer: TXU Corp. (Old)

  -- Senior Unsecured Conv./Exch. Bond/Debenture, Withdrawn,
     previously rated 95 - LGD6

  -- Senior Unsecured Regular Bond/Debenture, Withdrawn,
     previously rated 95 - LGD6


ENTERCOM COMMUNICATIONS: S&P Withdraws 'B+' Corporate Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its corporate credit
and issue-level ratings on Bala Cynwyd, Pennsylvania-based
Entercom Communications Corp. and subsidiary Entercom Radio LLC,
including the 'B+' corporate credit rating, at the company's
request.

                           Ratings List

                             Withdrawn

                   Entercom Communications Corp.

                                     To         From
                                     --         ----
       Corporate Credit Rating       NR         B+/Stable/--

                        Entercom Radio LLC

                                       To         From
                                       --         ----
         Subordinated                  NR         B-
           Recovery Rating             NR         6

                         NR -- Not rated.


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 of Beverly Hills 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 of Beverly Hills maintains a Web site at
http://www.fbbh.com/and has one branch in California.

At Dec. 31, 2008, First Bank of Beverly Hills disclosed
$1.5 billion in assets and $1.4 billion in liabilities in its
regulatory filings.


FIRSTENERGY CORP: Fitch Affirms Issuer Rating on 2 Units at 'BB+'
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of FirstEnergy Corp. and
its Ohio subsidiaries, Ohio Edison, Cleveland Electric
Illuminating Co., Toledo Edison, and OE subsidiary, Pennsylvania
Power Co.:

FE
  -- Issuer Default Rating  at 'BBB';
  -- Senior unsecured debt at 'BBB';
  -- Commercial paper at 'F2'.

OE

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+';
  -- Senior unsecured debt at 'BBB';
  -- Short-term IDR at 'F2'.

CEI

  -- IDR at 'BB+';
  -- Senior secured debt at 'BBB';
  -- Senior unsecured debt at 'BBB-'.

TE

  -- IDR at 'BB+';
  -- Senior unsecured debt at 'BBB-'.

Penn Power

  -- IDR at 'BBB-';
  -- Senior secured debt at 'BBB+'.

The Rating Outlook for FE, OE and Penn Power is Stable.  The
Rating Outlook for CEI and TE is Positive.  Approximately
$7.2 billion of debt is affected by the rating action.

The ratings affirmation for FE take into consideration the
company's solid credit protection measures, improved operating
performance of its generating fleet, stable cash flow generation
from its electric transmission and distribution utilities, and
relatively constructive regulatory environments in Ohio and New
Jersey.  FirstEnergy Solutions, FE's competitive generation
subsidiary that houses its portfolio of low-cost, primarily coal-
and nuclear-fueled, also supplies power to Metropolitan Edison and
Pennsylvania Electric Co. to meet their provider of last resort
obligation through 2010, adding a measure of predictability to
FES' cash flows through 2010.

FE rating concerns include higher costs associated with
anticipated carbon restrictions and other environmental
legislative/regulatory mandates, uncertainty regarding the post
2010 regulatory environment in Pennsylvania when subsidiaries Met-
Ed and Penelec emerge from multi-year competitive transition
plans.

In 2009, scheduled maturities include $251 million of regulated
subsidiary debt, a $300 million revolving credit facility shared
by FE and FES and a $300 million term loan at FE Generation.
Fitch expects the companies will be able to successfully renew
these credit agreements.  However, the current banking market is
more costly, and conditions are more restrictive than in the past.
FE manages its regulated operating subsidiaries as a system from
an organizational, operational and liquidity perspective.  And as
such, the ratings of the utilities are closely aligned with that
of the parent.

In response to recessionary pressures and a restrictive credit
environment, FE's management has reduced 2009 capital expenditures
to approximately $1.6 billion from $2.1 billion in 2008.  The
lower capital program reflects changes in certain generating
plants outage schedules, the delay in completion of the Fremont
plant and adjustments to environmental programs.  FE and its
subsidiaries have sufficient liquidity with approximately $2.6
billion of available short-term capacity as of Jan. 31, 2009.

The rating affirmations for OE, CEI, TE and Penn Power take into
account stable credit protection measures at the utilities, as
well as a constructive regulatory environment in Ohio.  On
March 25, 2009, the PUCO approved a supplemental agreement that
establishes an electric security plan for FE's Ohio operating
companies.  The term of the ESP is from April 1, 2009, through
May 31, 2011.  Overall, Fitch expects the ESP to have a neutral
impact on cash flows of the utilities as wholesale power prices
have moderated along with declining energy prices.

Highlights of the ESP include: a competitive bidding process to
determine retail generation rates from June 1, 2009, through
May 31, 2011, an option to phase in generation prices at the
discretion of the PUCO, and the elimination of approximately
$216 million of regulatory transition charges that otherwise would
have been recovered in CEI customer bills through 2010.  In
addition, FE has committed to investing at least $615 million in
capital investments to their distribution systems through Dec. 31,
2011, and to contributing $25 million in corporate funds over
three years to support economic development and job retention
programs in their service areas.

FE will also continue its existing green resource program that
allows customers to purchase renewable energy credits each month.
The Ohio companies would further meet their renewable resource
requirements under Ohio's new energy law by purchasing Renewable
Energy Certificates through a separate Request for Proposal
process, with costs recovered through a generation rider.  Earlier
in the year, the PUCO granted FE's Ohio companies an increase in
distribution rates in the aggregate amount of
$136.6 million, with new rates effective on Jan. 23, 2009, for OE
and TE customers, and May 1, 2009, for CEI customers. Distribution
rates will now be frozen through Dec. 31, 2011.

The Stable Outlook for FE, OE and Penn Power reflects Fitch's
expectation that the companies will continue to post financial
results and credit protection measures commensurate with their
respective rating categories, benefit from the relatively
predictable nature of its regulated utility business, and maintain
constructive relations in its regulatory jurisdictions.

The Positive Outlooks for TE and CEI reflect the supportive credit
outcome from the PUCO-approved ESP that should result in
protection measures that are consistent with investment grade
IDRs.

FE is a diversified energy company whose subsidiaries and
affiliates are involved in the generation, transmission and
distribution of electricity, as well as energy management and
other energy-related services.  Its seven electric utility
operating companies serve 4.5 million customers in Ohio,
Pennsylvania and New Jersey; and its generation subsidiaries own
or operate nearly 14,000 MW of primarily coal-fired capacity, with
the balance from nuclear, hydro and oil/natural gas sources.


FORD MOTOR: Peter Horbury to Return to Volvo as Design VP
---------------------------------------------------------
Kerry E. Grace at The Wall Street Journal reports that Ford Motor
Co. said that Peter Horbury will return to the Company's Volvo
unit as vice president of design from effective May 1.

According to WSJ, Mr. Horbury will succeed Stephen Mattin, who
left Volvo to pursue other opportunities.  WSJ relates that Moray
Callum, currently director of design for cars at Ford Americas,
will take Mr. Horbury's place as executive director of Ford
Americas design.

Mr. Horbury was one of the people behind the new Lincoln designs
and before that was behind some of the most successful Volvo
designs, WSJ says, citing Ford Motor executive J Mays.  According
to the report, Mr. Horbury was appointed Volvo's design director
in 1991.  In 2002, Mr. Horbury became executive director for the
Jaguar, Land Rover, Volvo, and Aston Martin design studios, the
report states.  Mr. Horbury joined Ford Americas in 2004, the
report says.

WSJ reports that Mr. Callum will be responsible for all Ford cars
and trucks designed in the Americas, and will guide the design of
Lincoln and Mercury products.

Ford Motor has held preliminary talks with several parties
interested in acquiring Volvo, WSJ relates.

    Ford Motor Settles Patent Disputes With LKQ Corporation

A settlement agreement has been reached between Ford Motor and LKQ
Corporation in litigation filed by Ford Motor to protect its
design patents on genuine Ford Motor collision parts.  The
settlement provides that LKQ will not challenge the validity and
enforceability of Ford Motor's design patents during the term of
the agreement.

The settlement ends two legal actions:

     -- the first involving replacement collision parts for
        Ford's F-150 pickup truck, which had advanced to the
        Federal Circuit Court of Appeals; and

     -- the second involving replacement collision parts for the
        Ford Mustang, which was before the US International Trade
        Commission.  Details about the agreement are confidential
        and will not be disclosed.

"The settlement protects U.S. jobs and provides consumers with
choices when repairing their vehicle," said Darryl Hazel,
president, Ford Customer Service Division (FCSD).  Mr. Hazel added
that the settlement will benefit both companies and their
customers in these ways:

     -- Ford Motor's enormous Intellectual Property investment is
        protected.

     -- Ford Motor will continue its U.S. investment, especially
        in Southeast Michigan, to design, engineer and produce
        genuine Ford Motor collision parts for sale through its
        U.S. dealer network.

     -- LKQ will be the only distributor of non-Original
        Equipment aftermarket copies of genuine Ford Motor
        collision parts protected by design patents.  LKQ
        will pay Ford Motor a royalty for each such part sold
        during the  agreement's term, which extends through
        September 30, 2011, subject to renewal upon mutual
        agreement of Ford Motor and LKQ.

     -- Competition in the market will continue by ensuring
        consumers have the right to choose between Original
        Equipment and non-OE aftermarket parts.

     -- Ford Motor and LKQ will work together to stop
        infringement of Ford Motor's design patents.

Mr. Hazel stressed that the settlement does not endorse the
quality or use of non-Original Equipment aftermarket replacement
parts sold by LKQ Corporation.  FCSD and LKQ will continue to
compete vigorously.

"The agreement we reached is beneficial to both Ford and LKQ,"
said Joseph Holsten, President and Chief Executive Officer of LKQ.
"As the sole distributor of new non-Original Equipment aftermarket
parts protected by Ford design patents, we will have the sole
right to sell these parts in the United States for all of Ford's
models."

                          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: To Lose Competitive Edge if GM, Chrysler Plans Succeed
------------------------------------------------------------------
If President Barack Obama is successful in slimming down General
Motors Corp. with lower labor costs, debt and dealers, Keith
Naughton of Bloomberg says Ford Motor Co., the only U.S. automaker
not taking federal aid, could lose its competitive edge.

According to the report, President Obama gave GM 60 days to come
up with a new strategy to cut costs with its union, slash debt
with bondholders and reduce dealers and brands. If GM does all
that, it may have significantly lower costs than Ford, said auto
analyst John Wolkonowicz of IHS Global Insight.

Ford has been viewed by analysts and investors as the healthiest
among the Detroit Three. Source says tt is the only U.S. automaker
to secure concessions from the United Auto Workers union, which
Ford said will get its labor costs competitive with Toyota Motor
Corp.'s by 2011.  It also is making progress in reducing $25.8
billion in debt by as much as 44%.

Now, report states President Obama is asking GM to go beyond the
gains Ford has made in labor costs and debt reduction. The
administration has raised the prospect of putting GM through a so-
called quick rinse bankruptcy of as few as 30 days so that it can
tear up contracts with car dealers to reduce a glut of stores and
brands.

                          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.


FRANK & CAMILLE'S: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Frank & Camille's Keyboard Center
           of West 57th Street, Inc.
        f/d/b/a Frank & Camille's Fine Pianos
        29 West 57th Street
        New York, NY 10019

Bankruptcy Case No.: 09-11331

Debtor-affiliates filing separate Chapter 11 petitions:

   Entity                                          Case No.
   ------                                          --------
Piano Rotation and Replacement                     09-11332
Distributors of Gre

Frank & Camille's Keyboard                         09-11333
Center of White Pl

Frank & Camille's Keyboard                         09-11334
Center of Paramus

Chapter 11 Petition Date: March 23, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Gary C. Fischoff, Esq.
                  Fischoff & Associates
                  600 Old Country Road, Suite 410
                  Garden City, NY 11530
                  Tel: (516) 228-4255
                  Fax: (516) 228-4278
                  Email: gfischoff@sfbblaw.com

Total Assets: $123,897.83

Total Debts: $4,944,617.00

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

          http://bankrupt.com/misc/nysb09-11331.pdf

The petition was signed by Frank Sicari, president of the Company.


GENCORP INC: S&P Junks Corporate Credit Rating From 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Sacramento-based GenCorp Inc., including lowering the corporate
credit rating to 'CCC+' from 'B+'.  The outlook is developing.

"The downgrade reflects significant uncertainty about GenCorp's
ability to pay off or refinance $125 million of convertible notes
if put to the company in January 2010," said Standard & Poor's
credit analyst Christopher DeNicolo.  As of Feb. 28, 2009, the
firm had $80 million of cash and an undrawn $80 million revolving
credit facility. However, the revolver cannot be used to repay the
notes and the credit facility will have to be amended, likely
resulting in much higher interest costs.  "In addition," added Mr.
DeNicolo, "the current trading price of the notes-around 70 cents
on the dollar as of the date of this report-increases the
likelihood that the company could enter into a distressed exchange
to address the refinancing."


GENERAL MOTORS: Various Parties Say Bankruptcy Inevitable
---------------------------------------------------------
The quick and surgical bankruptcy option that was said possible
when President Barack Obama declared that the viability plans of
General Motors Corp. and Chrysler LLC insufficient now appears to
be inevitable, FOXNews.com reports, citing members of Congress and
other sources.

As reported by the Troubled Company Reporter on March 31, 2009,
the Obama administration was considering a plan to fix GM and
Chrysler by dividing their "good" and "bad" assets and putting
them into bankruptcy to eliminate their biggest problems.

Members of Congress and unnamed sources said that President Obama
is convinced that a negotiated bankruptcy is the best way for GM
to restructure and become a competitive automaker, Bloomberg News
reports.  Citing lawmakers, Bloomberg relates that President Obama
is also ready to let Chrysler face bankruptcy and be sold off
piece-by-piece if it fails to form an alliance with Fiat SpA.
FOXNews.com relates that a White House official quickly denied the
report, saying, "The president's position has not changed. He
remains committed to a significant restructuring without a
bankruptcy if at all possible."  A senior administration official
also described the report as inaccurate, FOXNews.com states.

Jeffrey McCracken at WSJ relates that applying the nation's
bankruptcy laws to GM and Chrysler in a "surgical" way, will be
messier than expected, especially due to the political stakes
involved and the complexity of Detroit's problems.

WSJ quoted investment bank Gordian Group President Peter Kaufman
as saying, "The No. 1 risk is the parties can't agree to a
consensual deal.  The government takes away a lot of its leverage
by admitting they won't let these companies liquidate."

WSJ states that if GM and Chrysler pursue the administration's
bankruptcy plan, the process most likely wouldn't involve a
prepackaged bankruptcy.  WSJ notes that the process is expected to
resemble a prearranged filing, in which there is a less-formal
agreement among the parties about concessions.  Prearranged
bankruptcy is riskier because constituents can back out if they
think that the company's situation or operating environment has
changed radically, WSJ says, citing bankruptcy experts.  According
to the report, state franchise laws give dealers strong
protections if automakers violate their contracts, making it
expensive to close them.

"You could also have lawsuits between shareholders who will fight
over the valuations of fixed assets or intangibles.  The parties
have the right to be heard, to prepare experts, to do depositions,
to get on the schedule.  That drags things out for weeks, for
months.  There are suppliers and dealers and other claimants we
don't even know about," WSJ states, citing a person familiar with
the matter.

WSJ states that if GM goes bankruptcy, its path may resemble that
of Italian dairy giant Parmalat SpA, which separated bad assets,
old debt, and old claims from a "new" Parmalat that exited
bankruptcy court in April 2005, about 15 months later.  WSJ notes
that many of the "bad" assets were eventually liquidated, but
lawsuits between the firm, creditors, and lenders lingered until
2007.

            New CEO Lays Out Steps to Restructure GM

John D. Stoll and Monica Langley at WSJ relates that GM CEO
Frederick Henderson said that he is prepared to do whatever it
takes to reorganize the company, including taking GM through
bankruptcy court.  According to Jamie LaReau at Automotive News,
Mr. Henderson said that he is ready to meet the administration's
mandate to restructure GM, even if it means going into bankruptcy.

Mr. Henderson, according to Automotive News, said that he believes
he can secure concessions from GM bondholders and the UAW without
seeking Chapter 11 reorganization.  Automotive News states that
Mr. Henderson laid out these steps to restructure GM:

     -- Sell Saab, spin off Saturn and sell or close the Hummer
        Brand,

     -- Resume negotiations with bondholders and the UAW to
        reduce debt, and

     -- Likely close more than the 14 factories outlined in the
        Company's February 17 viability plan, in addition to the
        12 plants GM shut down from 2000 to 2008.

According to WSJ, White House officials said that Mr. Henderson
will be GM's permanent CEO and they believe that he can deliver a
satisfactory reorganization in a timely manner.  The report says
that this year, Mr. Henderson will have a salary of $1.3 million
after taking the 30% pay cut that GM imposed on top management.
The report states that Mr. Henderson won't be paid the $1 per year
salary that Mr. Wagoner agreed to accept after the Company secured
government financial aid.

Mr. Henderson, WSJ relates, downplayed the need for an entirely
new labor contract, and said that GM won't kill any more brands
than the three reductions prescribed by former CEO Rick Wagoner.

According to FOXNews.com, President Obama disclosed a "Warranty
Commitment Program," where the government would cover 110% of an
accounting reserve established to cover 125% of projected warranty
costs for each new vehicle sold by GM and Chrysler.

Kris Maher at WSJ states that bankruptcy would give Chrysler and
GM the ability to rescind their United Auto Workers contracts and
impose another wave of deep cuts in auto workers' wages and
healthcare benefits, which would affect about 141,000 UAW members
and hundreds of thousands of retirees.  According to WSJ, UAW
President Ron Gettelfinger has been saying that the union has
already made substantial concessions compared with other
stakeholders and won't make any more until bondholders and other
creditors agree to givebacks to reduce GM and Chrysler debt.  WSJ
relates that Mr. Gettelfinger has already announced his retirement
from the union.

         Germany Willing to Provide Financial Guarantees

Christoph Rauwald at The Wall Street Journal reports that German
Chancellor Angela Merkel said that her country's government was
willing to provide financial guarantees to help General Motors
Corp.'s Opel unit.

According to WSJ, Opel and its British brand, Vauxhall, need $4.36
billion in aid to stay afloat.  Ms. Merkel, WSJ says, pledged to
help forge a viable plan for the GM's European operations.

WSJ quoted Ms. Merkel as saying, "We need a contribution from
GM....  But GM also needs a strong Opel."  Finding a private
investor for Opel remained crucial, WSJ states, citing Ms. Merkel.

Opel's structure has to be simplified to attract possible partners
and investors, WSJ relates, citing GM Europe President Carl-Peter
Forster.  According to WSJ, Mr. Forster said that GM has signaled
that even if the Company reduces its stake to a minority
shareholding, its ties to Opel will remain.  "It has also been
clarified that Opel will retain full access" to GM's technology
patents, the report says, citing Mr. Forster.

           Annual Stockholders' Meeting on August 4

GM's Board of Directors disclosed that the Company's annual
stockholders' meeting will be on August 4, 2009, in Detroit.

The deadline for submitting stockholder proposals was on March 31,
2009, and the deadline for submitting stockholder board
nominations is April 6, 2009.  GM disclosed its 2008 executive
compensation in its annual report on Form 10-K, filed on March 5.
Stockholders of record as of June 12, 2009, are eligible to vote
at the annual meeting; proxy materials will be mailed in June.

                     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.


GEORGIA GULF: Fitch Downgrades Issuer Default Rating to 'C'
-----------------------------------------------------------
Fitch Ratings has downgraded Georgia Gulf Corp.'s Issuer Default
Rating to 'C' from 'CC' following its announcement of an exchange
offer of $250 million in second lien notes for all of its senior
unsecured and subordinated notes with a par amount of
$794.6 million.  A minimum threshold of the exchange offer is 95%
of the aggregate outstanding senior unsecured and senior
subordinated notes.

Fitch has also downgraded Georgia Gulf's senior secured credit
facility to 'B-/RR1' from 'B/RR1'.  The downgrade reflects Fitch's
view that the proposed transaction constitutes a Coercive Debt
Exchange in accordance with Fitch's CDE Criteria published March
3, 2009, and that a CDE or other form of default is imminent.

Fitch has also affirmed these ratings:

  -- Senior unsecured notes at 'C/RR6'; and
  -- Senior subordinated notes at 'C/RR6'.

The Rating Outlook has been removed.

Should the exchange prevail in full, interest expense would be
reduced by about $38 million annually and debt net of cash would
be reduced by $530 million.  The exchange incorporates payment of
accrued interest on the notes in cash.  Fitch notes that
$38 million in interest is due April 15, 2009 on the 9.5% senior
unsecured notes due Oct. 15, 2014 and on the 10.75% senior
subordinated notes due Oct. 15, 2016.  Early exchange by April 14,
2009, is encouraged by additional consideration in the form of a
pro rata share of 6.9 million shares of common stock representing
19.9% of existing equity.

At Dec. 31, 2008, Georgia Gulf had cash on hand of roughly
$90 million and $143 million available under its revolver.  The
company has obtained relief under its financial covenants through
2009, but the amendment requires that the company have at least
$75 million of availability under its revolver at all times, or
such lesser amount as shall be agreed upon by lenders holding a
majority of the commitments under both the domestic and Canadian
revolving credit facilities.  In a prolonged downturn, Fitch
believes the company will require its current revolver
availability to provide adequate liquidity.

Based in Atlanta, Georgia Gulf is a commodity chemicals producer.
Its product portfolio includes VCM, PVC resin, vinyl compounds,
cumene, acetone, phenol, window and door profiles and moldings as
well as outdoor building products.  Georgia Gulf earned
approximately $174 million of EBITDA from continuing operations on
sales of $2.9 billion in 2008.


GLOBAL OUTREACH: Court Approves Kasen & Kasen as Counsel
--------------------------------------------------------
The Hon. Donald H. Steckroth of the United States Bankruptcy Court
for the District of New Jersey authorized Global Outreach S.A. to
employ Kasen & Kasen its counsel.

The firm will provide all services necessary to represent the
Debtor in the Chapter 11 case.

The firm received a prepetition retainer of $26,039.

David A. Kasen, Esq., at Kasen & Kasen, charges $400 per hour
while Francine S. Kasen bills $250.00 per hour for this
engagement.

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

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


GOLDCREST FARMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Goldcrest Farms, Inc.
        9551 New Hope Rd.
        Galt, CA 95632

Bankruptcy Case No.: 09-25001

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: David C. Johnston, Esq.
                  Gianelli & Associates
                  P.O. Box 3212
                  Modesto, CA 95353-3212
                  Tel: (209) 521-6260
                  Fax: (209) 521-5791
                  Email: djohnston@gianelli-law.com

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

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

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

The petition was signed by Bruce N. Goldsmith, President of the
company.


GOTTSCHALKS INC: GECC Seeking to Repossess Corporate Jet
--------------------------------------------------------
As reported by the TCR on March 31, General Electric Capital
Corp., won an order from a Delaware state court grounding a
private jet used by Ritz Camera Centers Inc.  GECC filed a suit to
repossess the aircraft following missed payments by Ritz, owner of
800 camera stores that filed for Chapter 11.

According to Bill Rochelle, GECC, for a second time in one week,
is aiming to repossess a corporate jet from a bankrupt retailer.
The report relates that following three months of missed payments,
GECC filed papers in the U.S. Bankruptcy Court for the District of
Delaware to repossess an aircraft from Gottschalks Inc.

Gottschalks in its petition named GECC as the agent for secured
lenders owed $73 million.

                      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: Reorganization Fails, Seeks to Liquidate
---------------------------------------------------------
Andrea Chang at Los Angeles Times reports that Gottschalks Inc.
said that it is going out of business after failing to reorganize
its operations under Chapter 11 bankruptcy.

As reported by the Troubled Company Reporter on April 1, 2009,
Gottschalks Inc. would have saved 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.  Shandong did not show up at
the auction, leaving two liquidators as the official bids.  Two
groups of liquidators earlier submitted bids to conduct going-out-
of business sales for Gottschalks stores.

LA Times relates that Gottschalks' planned liquidation still needs
the approval of the U.S. Bankruptcy Court for the District of
Delaware.  The liquidation sale could start as early as Thursday
and is expected to be completed by July 15, according to LA Times.

"Despite all our efforts at earnest negotiations, we were unable
to reach an agreement with our creditors, lenders and bidders.
Regrettably, liquidation is now the only path for our company.  We
are deeply disappointed with this outcome," LA Times quoted
Gottschalks CEO Jim Famalette as saying.

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: To Begin Going Out of Business Sale Today
----------------------------------------------------------
After 105 years in business, renowned department store chain
Gottschalks Inc. will conduct a court-ordered bankruptcy
liquidation sale beginning April 2, 2009.  The going out of
business sale will include all 58 Gottschalks locations in
California (38), Washington (7), Alaska (5), Oregon (5), Nevada
(1) and Idaho (2).

In what will be the most substantial sale in Gottschalks'
extensive history, inventory valued at approximately $280 million
will be completely liquidated at significant discounts.  Customers
will find tremendous savings on Gottschalk's wide selection of
merchandise, which includes better to moderate fashion apparel for
men, women, juniors and children; shoes, fine jewelry and
accessories and select cosmetics. Gottschalks' large assortment of
brand-names includes Calvin Klein, Dooney & Burke, Ralph Lauren,
Izod, Tommy Hilfiger, Nautica and Levi Strauss, among many others.
The liquidation sale will also include home furnishings such as
china, house wares, and small electric appliances in brand names
such as KitchenAid, Black & Decker and Keurig, as well as
furniture and mattresses in America's top brands Simmons, Serta,
Dreamwell, Tempur-pedic, and many more.

Gottschalks' sale is being managed by a joint venture group of
leading national retail liquidation firms, consisting of: Tiger
Capital Group, LLC; Great American Group, LLC; SB Capital Group,
LLC; and Hudson Capital Partners, LLC.

Harvey Yellen, Chairman of Great American Group said, "For more
than a century, Gottschalks has served as a leading shopping
destination throughout the western region, known to customers for
its selection, service and value. The liquidation sale will offer
customers a great opportunity to purchase quality, brand-name
merchandise at exceptional prices."

Stephen Goldberger, Managing Member of Tiger Capital Group added,
"This will be the most significant sale in Gottschalks long and
storied history. Customers will find tremendous savings on store
merchandise. Everything must be sold."

In addition to store merchandise, the liquidation sale will also
include store furnishings, trade fixtures and equipment throughout
the chain. Upon completion of the sale, the 58 Gottschalks stores
will be closed.

                      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.


GREENBRIER HOTEL: Taps McGuirewoods LLP as Counsel
--------------------------------------------------
Greenbrier Hotel Corporation and its debtor-affiliates ask the
United States Bankruptcy Court for the Eastern District of
Virginia for permission to employ McGuirewoods LLP as their
counsel.

The firm is expected to:

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

  b) advise and consult on the conduct of the Debtors' bankruptcy
     cases, including all of the legal and administrative
     requirements of operating in chapter 11;

  c) attend meetings and negotiate with representatives of
     creditors, Debtors' employees and other parties in interest;

  d) advise the Debtors in connection with any sales of assets or
     business combinations, including the negotiation of asset,
     stock purchase, merger or joint venture agreements,
     evaluating competing offers, drafting appropriate corporate
     documents with respect to the proposed sales, and counseling
     the Debtors in connection with the closing of such sales;

  e) advise the Debtors in connection with any debtor-in-
     possession and exit financing and cash collateral
     arrangements, and negotiating and drafting documents
     relating thereto, and providing advice and counsel with
     respect to any prepetition financing arrangements;

  f) advise the Debtors on matters relating to the evaluation of
     the assumption, rejection or assignment of unexpired leases
     and executory contracts;

  g) provide advice to the Debtors with respect to legal issues
     arising in or relating to the Debtors' ordinary course of
     business including attendance at senior management meetings,
     meetings with the Debtors' financial and turnaround advisors
     and meetings of the board of directors, and advice on
     employee, workers' compensation, employee benefits,
     executive compensation, tax, environmental, banking,
     insurance, securities, corporate, business operation,
     contracts, joint ventures, real property and press affairs
     and regulatory matters;

  h) take necessary action to protect and preserve the Debtors'
     estates, including the prosecution of actions and
     proceedings on their behalf, the defense of any actions and
     proceedings commenced against those estates, negotiations
     concerning all litigation in which the Debtors may be
     involved and objections to claims filed against the Debtors'
     estates;

  i) prepare on behalf of the Debtors motions, applications,
     answers, orders, reports and papers necessary to the
     administration of the Debtors' estates;

  j) negotiate and prepare on the Debtors' behalf chapter 11
     bankruptcy plan(s), disclosure statement(s) and all related
     agreements and documents and taking any necessary action on
     behalf of the Debtors to obtain confirmation of such
     plan(s);

  k) attend meetings with third parties and participating in
     negotiations with respect to the above matters;

l) appear before this Court, other courts, and the Office of
   the U.S. Trustee;

  m) meet and coordinate with other counsel and other
     professionals retained on behalf of the Debtors and approved
     by this Court; and

  n) perform all other necessary legal services and providing all
     other necessary legal advice to the Debtors in connection
     with these chapter 11 cases.

The firm said it holds about $378,853.23 in retainer fee for
services rendered and costs and expenses.  The firm current hourly
rates are:

     Designation             Hourly Rate
     -----------             -----------
     Partners                $475-$715
     Counsel                 $375-$450
     Associates              $295-$475
     Legal Assistant         $150-$255

Dion W. Hayes, Esq., partner of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Other than McGuirewoods, the Debtors are also asking the Court for
permission to employ Protiviti Inc. as financial advisor, Dinsmore
& Shohl LLP as special labor counsel, and Huddleston Bolen LLP as
special corporate counsel.

                About Greenbrier Hotel Corporation

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

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


GULF COAST: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Gulf Coast Transport, Inc.
        450 North Aston Drive
        Sunnyvale, TX 75182

Bankruptcy Case No.: 09-31896

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
GC Leasing Services, Inc.                          09-31897
GC Logistics, Inc.                                 09-31898
Gulf Acquisitions, Inc.                            09-31899

Type of Business: The Debtors provide transportation services.

                  See http://www.gulfcoasttransport.com/

Chapter 11 Petition Date: March 31, 2009

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Mark A. Castillo, Esq.
                  mcastillo@curtislaw.net
                  Stephanie Diane Curtis, Esq.
                  scurtis@curtislaw.net
                  The Curtis Law Firm, PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

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

The petition was signed by Steve Wooten, president and director.


HALLWOOD ENERGY: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Hallwood Energy, L.P., and its affiliates filed with the U.S.
Bankruptcy Court for the Northern District of Texas, their
schedules of assets and liabilities, disclosing:

    Name of Debtor                   Assets        Liabilities
    --------------                 -----------    ------------
Hallwood Energy, L.P.             $46,223,045    $164,453,597
Hallwood Petroleum, LLC            $2,058,173    $126,648,541
Hallwood SWD, LLC                          $0     $15,000,000
HG II Management, LLC                      $0    $115,000,000
Hallwood Gathering, L.P.          $15,294,994    $115,000,500
Hallwood Energy Management, LLC            $0    $115,000,000

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

  http://bankrupt.com/misc/HallwoodEnergy.Schedules.pdf
  http://bankrupt.com/misc/HallwoodPetroleum.Schedules.pdf
  http://bankrupt.com/misc/HallwoodSWD.Schedules.pdf
  http://bankrupt.com/misc/HGIIManagement.Schedules.pdf
  http://bankrupt.com/misc/HallwoodGathering.Schedules.pdf
  http://bankrupt.com/misc/HallwoodEnergyManagement.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.  Subsequent information may result in material
changes in financial and other data contained in the schedules.

Based in Dallas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation engaging in the exploration, acquisition, development
and production of oil and gas properties.  The company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31253).  Scott Mark DeWolf, Esq., and Kathleen M. Patrick,
Esq., at Rochelle McCullough L.L.P., represent the Debtors as
counsel.  Brian A. Kilmer, Esq., at Okin Adams & Kilmer LLP,
represents the Official Committee of Unsecured Creditors as
counsel.  The Debtors' business consultant and CRO is Blackhill
Partners LLC.  When the Debtors filed for Chapter 11 protection,
they listed assets of between $50 million and $100 million, and
debts of between $100 million and $500 million.


HARVEST OIL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Harvest Oil and Gas, LLC
        67201 Industry Lane
        Covington, LA 70433

Bankruptcy Case No.: 09-50397

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Saratoga Resources, Inc.                           09-50398
The Harvest Group LLC                              09-50399
Lobo Operating, Inc.                               09-50400
Lobo Resources, Inc.                               09-50401

Type of Business: The Debtors engage on acquisition, development
                  and exploration of energy resources.

                  See http://www.harvest-oil.com/

Chapter 11 Petition Date: March 31, 2009

Court: Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: Robin B. Cheatham, Esq.
                  cheathamrb@arlaw.com
                  Adams & Reese LLP
                  One Shell Square
                  701 Poydras Street, Suite 4500
                  New Orleans, LA 70139
                  Tel: (504) 581-3234
                  Fax: (504) 566-0210

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Axxis Drilling Inc.            trade debt        $1,654,087
1015 N. Cruse Avenue
Broussard, LA 70518

Madere & Sons Marine Rental    trade debt        $317,975
37212 Hwy. 11 South
Buras, LA 70041

Wise Well Intervention         trade debt        $316,482
Department 905
PO Box 4652
Houston, TX 77210-4652

Thomas Energy Services Inc.    trade debt        $280,153

Spirit Completion Fluids       trade debt        $235,626

Quality Energy Services        trade debt        $188,321

BJ Services Company            trade debt        $164,618

Tetra Applied Technologies     trade debt        $161,811

Jambon and Associates LLC      trade debt        $138,101

River Rental Tools             trade debt        $134,048

Precision Energy Services      trade debt        $132,509

Y&S Marine Inc.                trade debt        $124,687

Contractors Inc                trade debt        $124,476

C&D Production Specialist Co.  trade debt        $120,476

Trinity Petroleum Trust        royalty           $105,256

TK Towing Inc.                 trade debt        $84,875

M&M Wireline & Offshore        trade debt        $80,164

Eagle Consulting LLC           trade debt        $78,301

Grand Isle Shipyard Inc.       trade debt        $71,126

Perf-O-Log Inc.                trade debt        $67,824

The petition was signed by Thomas F. Cooke, operating manager.


HERTZ CORP: Wins Auction to Acquire Advantage Rent-A-Car for $33MM
------------------------------------------------------------------
Hertz Global Holdings, Inc. has won the right to purchase certain
assets of Advantage Rent A Car which, according to company
filings, generated full year 2008 revenues of about $146 million.
The purchase price, subject to court approval, is approximately
$33 million.

The purchase agreement provides Hertz with the rights to purchase
certain rights, trademarks and copyrights to use the Advantage
brand name, Web site and phone numbers.  In addition, the
agreement provides Hertz with the option to have assigned to the
Company certain leases, fixed assets, airport concession
agreements and other agreements associated with roughly 20
locations that Advantage is or previously was operating.  Hertz
will continue operating the Advantage business at certain rental
locations, and it will assess expansion opportunities.

Specifically, Hertz will operate the Advantage brand in Salt Lake
City, Phoenix, Denver, Tucson, Colorado Springs, San Antonio, Los
Angeles, Seattle, Maui, Honolulu, San Diego, Reno, Burbank, Palm
Springs, Orlando, Ft Meyers (4 Hotels, 1 additional location).

Mark P. Frissora, Hertz's Chairman and Chief Executive Officer,
commenting on the agreement, said, "We're pleased to have secured
the purchase of Advantage Rent A Car, a popular brand for price-
oriented customers at key U.S. leisure travel destinations.
Underscoring our commitment to serve all segments of the leisure
car rental market, the 20 Advantage locations, combined with our
six Simply Wheelz locations and the Hertz brand nationwide,
enables us to serve the wide range of service and price-oriented
car rental customers in the United States."

On December 8, 2008, the corporate entities that owned and
operated Advantage Rent A Car each filed a voluntarily petition
for relief under Chapter 11 of the United States Code in the
United States Bankruptcy Court for the District of Minnesota.  Two
bidders participated in the Bankruptcy Court auction with Hertz
winning the auction.

As reported by the Troubled Company Reporter on March 5, 2009,
Enterprise Rent-A-Car inked a deal to purchase certain assets of
Advantage Rent-A-Car on Enterprise for $19 million.

The Bankruptcy Court will hold a hearing April 3 to approve the
Hertz bid.  The transaction is targeted for completion on April 8,
2009.

             About the Enterprise Family of Companies

Headquartered in St. Louis, the Enterprise family of companies
operates Enterprise Rent-A-Car, National Car Rental, and Alamo
Rent A Car at more than 8,000 rental locations in neighborhoods
and at airports worldwide.  Enterprise Rent-A-Car has more than
6,900 offices.  Enterprise Rent-A-Car Company --
http://www.enterprise.com/car_rental/home.do-- is a privately
held company serving customers in the U.S., Canada, Germany,
Ireland, Puerto Rico, and the U.K.  They are also the owners of
the Vanguard Automotive Group, operator of National Car Rental and
Alamo Rent A Car in North America.

                        About Hertz Corp.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

                   About Advantage Rent A Car

Advantage Rent A Car -- http://www.advantage.com-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations.  It is privately held by Denny Hecker Family
Ventures, with headquarter operations in Minneapolis.  Advantage
serves travel and leisure, lifestyle, business, government and
insurance replacement rentals.  The Hecker group of companies
include automobile dealerships, leasing, daily automobile and
motorcycle rental, commercial, and residential real estate
development, aviation, hospitality, and technology.

As reported by the Troubled Company Reporter on Dec. 10, 2008,
Advantage Rent A Car filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Minnesota.


HERTZ CORP: S&P Downgrades Long-Term Corp. Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on car and
equipment renter Hertz Corp., including lowering the long-term
corporate credit rating to 'B' from 'BB-'.  All ratings were
removed from CreditWatch, where they were placed with negative
implications on Dec. 22, 2008.  The outlook is now negative.

S&P also lowered its issue-level rating on the company's unsecured
notes to 'CCC+' from 'B+'.  At the same time, S&P revised the
recovery rating on this debt to '6' from '5', indicating
expectations of negligible (0%-10%) recovery of principal in the
event of a payment default, based upon S&P's expectation that the
current credit markets will continue to require higher
collateralization for secured vehicle facilities, leaving less
available for the unsecured lenders.  Also, a shift by Hertz to a
higher percentage of risk vehicles in its fleet, combined with a
soft automotive retail market, suggests that unsecured recoveries
would be lower in the event of a payment default.

The rating actions are based on a weakening in the company's
financial profile that began in 2008 and that S&P expects will
continue through at least late 2009 primarily because of reduced
demand for car and equipment rentals in addition to S&P's concerns
regarding the company's approximately $6 billion of debt that
matures through 2010.

"We expect the company's earnings and cash flow to remain under
pressure in 2009 as a result of reduced demand and the effect of a
weak (albeit recently somewhat improved) used car market, which
will likely result in continued higher-than-expected depreciation
expense," said Standard & Poor's credit analyst Betsy Snyder.  "In
addition, S&P is concerned about the company's ability to
refinance a significant portion of its $6 billion of debt that
matures through 2010.  If it appears that the company will be
unsuccessful, S&P would likely lower the ratings further," the
analyst continued.

The ratings on Park Ridge, N.J.-based Hertz reflect an aggressive
financial profile following its $14 billion leveraged acquisition
in December 2005; the price-competitive and cyclical nature of on-
airport car rentals and equipment rentals; its exposure to the
troubled automobile manufacturing industry; and significant
refinancing risk -- with $6 billion of debt maturities through
2010.  Ratings also incorporate the company's position as the
largest global car rental company and the strong cash flow its
businesses generate.

The rating incorporates S&P's expectation that Hertz's financial
profile will remain under pressure through 2009 due to anticipated
weaker earnings and cash flow.  The negative outlook reflects
refinancing risk.  If it appears that Hertz will be unable to
refinance a significant portion of its $6 billion in debt that
matures through 2010, which could be due to a variety of reasons
(including continued constrained credit markets and the ongoing
negative effect from problems related to the auto manufacturers),
S&P would likely lower ratings.  However, if the company makes
significant progress on refinancing its debt, S&P could revise the
outlook to stable.  While a bankruptcy of one or more of the auto
manufacturers could cause some cash flow delays or further
declines in used car values, these would not necessarily cause
sufficient damage to result in a downgrade.  If the company
purchases a portion of its term loan at a discounted price through
a tender offer, S&P would evaluate whether S&P considered this a
distressed debt purchase, which could ultimately result in a
downgrade to 'SD' (selective default), if completed.


HSN INC: S&P Downgrades Corporate Credit Rating to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on television shopping network and catalog
retailer HSN Inc. by one notch.  The corporate credit rating was
lowered to 'BB-' from 'BB', and the rating outlook is negative.

"The downgrade is based on HSNi's weak performance in the fourth
quarter and Standard & Poor's expectation that 2009 will continue
to be difficult for HSNi with the U.S. economy searching for a
bottom," said Standard & Poor's credit analyst Andy Liu.

In the fourth quarter of 2008, HSNi's total revenues decreased 11%
and EBITDA decreased 45%.  The TV network, HSN, actually did
fairly well when compared with its retailer peers, with a revenue
decline of only 4%.  However, Cornerstone, the company's catalog
operation focusing on home furnishings and apparels, continues to
struggle.  Cornerstone accounted for about 31% of revenues in
2008.  Revenue at the unit decreased 25% during the fourth
quarter, and it generated a loss.  The recession is compounding
HSNi's effort to turn around Cornerstone; however, at this point,
S&P don't believe that a turnaround is likely in 2009.

The rating on HSNi reflects the company's inconsistent performance
over the past several years, its declining profitability, and
intense rivalry among retailers.  High barriers to entry in TV
shopping, moderate debt leverage, and positive discretionary cash
flow are modest positives.

For the 12 months ended Dec. 31, 2008, the company's EBITDA margin
was 5.6%, down from 8% at the end of 2007. With U.S. consumer
discretionary spending under pressure, HSNi increased its
promotional activities in 2008, which lowered its EBITDA margin.
A product mix shifted toward electronics and away from jewelry and
fashion was also a contributing factor.  To manage through
difficult consumer demand conditions, HSNi has taken several steps
to decrease its cost structure, including a workforce reduction of
250 and eliminating 2009 merit increases.  Despite these steps,
Standard & Poor's believes that profit margins will continue to be
under pressure until the U.S. economy and Cornerstone show signs
of stabilization.

Lease-adjusted total debt to EBITDA and lease-adjusted EBITDA
coverage of interest were 3.0x and 6.3x, respectively, at year-end
2008.  Subsequent to year-end, HSNi paid down the $20 million
outstanding balance on its revolving credit facility.  Pro forma
for the debt paydown, lease-adjusted total debt to EBITDA would
have been 2.9x.  HSN has a stated intention to maintain total debt
to EBITDA (not adjusted for operating leases) at 2x to 3x,
translating roughly to a range of between 2.5x and 3.5x when
capitalizing operating leases.


IDEARC INC: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating, as well as all issue-level ratings, on Idearc Inc. to 'D'
following the company's announcement that it and its domestic
subsidiaries have filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the Northern
District of Texas.

The recovery rating on the company's senior secured credit
facilities remains at '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery for lenders upon emergence from
bankruptcy protection.

The recovery rating on the company's senior unsecured notes
remains at '6', indicating S&P's expectation of negligible (0% to
10%) recovery for lenders upon emergence from bankruptcy
protection.


IDEARC INC: Moody's Cuts Default Rating to 'D' on Ch. 11 Filing
---------------------------------------------------------------
Moody's Investors Service downgraded Idearc, Inc.'s Probability of
Default rating to D from Caa3, the Corporate Family rating to Ca
from Caa2, and associated debt ratings as detailed below.  The
downgrades follow Idearc's announcement on March 31, 2009 that it
filed a voluntary petition for reorganization under Chapter 11 of
the U.S. Bankruptcy Code.  Under Idearc's agreement in principle
with the agent bank and steering committee, the company's total
debt will be reduced from approximately $9 billion to a pro forma
level of $3 billion of secured debt.  The rating outlook is
stable, although Moody's plans to withdraw all ratings for the
company over the near-term consistent with its business practice
for companies operating under the purview of the bankruptcy courts
wherein information flow typically becomes much more limited.

Details of the rating action are:

Ratings downgraded:

* PDR -- to D from Caa3

* Corporate Family rating -- to Ca from Caa2

* $250 million revolving credit facility, due 2011 -- to Caa3,
  LGD4, 52% from B3, LGD2, 19%

* $1,515 million term loan A, due 2013 -- to Caa3, LGD4, 52% from
  B3, LGD2, 19%

* $4,679 million term loan B, due 2014 -- Caa3, LGD4, 52% from B3,
  LGD2, 19%

* $2,850 million senior unsecured notes, due 2016 -- to C, LGD6,
  94% from Ca, LGD5, 71%

Outlook:

* Outlook -- changed to stable from negative

Idearc's SGL rating is unaffected by this rating action.

Moody's last rating action on Idearc occurred on February 9, 2009,
when it lowered the company's CFR to Caa2 and PDR to Caa3.

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

Headquartered in DFW Airport, Texas, Idearc, Inc., is the second
largest U.S. yellow pages publisher.  The company reported sales
of approximately $3.1 billion for the LTM period ended
September 30, 2008.


INTERMET CORP: Court Approves Incentive Payments to 7 Supervisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the payment by Intermet Corporation, et al., of incentive
awards to seven non-management employees at its Fort Worth, Texas
headquarters.

In papers filed with the Court, the Debtors related that the Fort
Worth employees, each of which is a non-insider, play an important
role in completing critical corporate functions and that the
proposed incentive payments are designed to motivate the Fort
Worth employees to remain with Interment at least through the end
of June 2009, a time period which Intermet says is crucial to the
success of these cases.

As reported in the Troubled Company Reporter on March 24, 2009,
the official committee of unsecured creditors of Intermet Corp.
balked at the proposed payment of approximately $150,000 in
retention bonuses to seven supervisors at the Debtors'
headquarters in Fort Worth.

According to the Bloomberg report, the Creditors Committee says
that the bonuses should not be awarded to select managers at a
time when the company is in "extreme financial distress" and
workers had their retiree benefits terminated.

Intermet's accommodation agreement with customers require certain
milestones.  If the Debtor fails to achieve these requirements, it
will be in default of its obligations under the agreement and the
customers may terminate the pricing and other accommodations
necessary to its continued survival:

    Date                     Item                     Status

10/31/08    Obtain Financing through 6/30/09          Achieved
03/31/09    Elimination or significant reduction
               in legacy costs In Progress           In Progress
04/30/09    File a reorganization plan, execute a
               merger or asset purchase agreement    In Progress
06/__/09    Achieve 50% increase
               in capacity utilization               In Progress
06/30/09    Confirmed plan of reorganization,
               close merger or asset purchase
               transaction                           In Progress

"If Intermet can neither submit a plan of reorganization nor
consummate an asset purchase agreement by April 30, 2009, it could
be forced into a liquidation and cease all business operations,"
says the Company's counsel, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones, LLP.

Intermet has requested authority to (ii) reject under Section 1113
of the Bankruptcy Code the CBAs of the two unions unless they
reach an agreement; and (ii) terminate under Section 1114 the
provision of retiree welfare benefits to existing retirees as of
May 31.  Pursuant to Section 1113, a court can only approve a CBA
rejection if the debtor (1) has submitted to the union a proposal
for modifications that are necessary to permit its reorganization
and assures that all parties are treated fairly and equitably, (2)
the union has refused to accept the proposal without good case,
and (3) the balance of equities clearly favors the rejection of
the CBA.  Under Section 1114, the court may allow the debtor from
modifying or not paying retiree benefits if the court finds that
(i) the debtor has submitted to the retirees' representative a
proposal for modifications that are necessary to permit its
reorganization, (ii) the representative has refused to accept the
proposal without good cause, and (iii) the modification is
necessary to permit the reorganization of the debtor and assures
that all parties are treated fairly and equitably, and is clearly
favored by the balance of equities.

Meanwhile, according to Bill Rochelle, Intermet has filed before
the Bankruptcy Court a request to sell equipment for less than
$500,000 without full-blown court approval.

                        About Intermet Corp.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for Chapter 11 protection on Aug. 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An Official
Committee of Unsecured Creditors has been formed in this case.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represents the Debtors.  In their previous bankruptcy
filing, they listed $735,821,000 in total assets and $592,816,000
in total debts.  Intermet Corporation emerged from this first
bankruptcy filing in November 2005.


JG WENTWORTH: S&P Affirms Counterparty Credit Ratings at 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has removed its
ratings on J.G. Wentworth LLC from CreditWatch, where they were
placed with negative implications on March 17, 2009.  At the same
time, S&P affirmed Wentworth's 'CC' counterparty credit and senior
secured ratings and assigned a negative outlook.  Subsequently,
the ratings on Wentworth were withdrawn at the company's request.

"This rating action follows Wentworth's announcement that it had
obtained an extension from Deutsche Bank of the waiver related to
its $16.9 million margin call.  The extension of this standstill
agreement allows Wentworth to fund its business until April 22,
2009, without any further margin calls.  However, following the
expiration of the waiver, the warehouse lender could provide a
notice of default, which S&P believes could lead to a cross-
default on Wentworth's other debt, including its senior secured
bank loan.  In addition, S&P believes Wentworth's ability to
continue operating is limited without further financial assistance
from private equity owners JLL Partners Inc.," said Standard &
Poor's credit analyst Rian Pressman.


KDK INC.: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: KDK, Inc.
        d/b/a Vivo Restaurant, Inc.
        838 W. Randolph St.
        Chicago, IL 60607

Bankruptcy Case No.: 09-09893

Chapter 11 Petition Date: March 23, 2009

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, IL 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578
                  Email: rbenjamin@querrey.com

Total Assets: $67,360.20

Total Debts: $1,310,781.46

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

          http://bankrupt.com/misc/ilnb09-09893.pdf

The petition was signed by Danny Krasny, president of the Company.


LANDSOURCE COMMUNITIES: First-Lien Lenders File Modified Plan
-------------------------------------------------------------
According to Bloomberg's Bill Rochelle, the first-lien lenders for
LandSource Communities Development LLC filed a modified Chapter 11
plan giving 85% of the stock in the reorganized companies to the
lenders.  The other 15% will go to Lennar Corp., which was a
majority owner of LandSource along with California Public
Employees Retirement System.

The current draft of the explanatory disclosure statement contains
blanks where secured and unsecured creditors eventually will be
told what percentage they can expect to recover, Bill Rochelle
said.

LandSource lost its exclusive right to propose a Chapter 11 plan
in October.

The TCR reported March 23, 2009, that, according to Dow Jones
Newswires, Lennar Corp is in talks with Landsource's creditors to
create a new company.  Dow Jones said the new firm would acquire
much of LandSource's land out of bankruptcy, including the 12,000-
acre Newhall Ranch north of Los Angeles.  Dow Jones states that
Lennar and several hundred creditors holding $1 billion of
LandSource's debt would contribute "substantial" equity to the new
firm.  According to Dow Jones, Lennar has reached a tentative
agreement with a committee representing a lead group of debt
holders.  Lennar's chief investment officer, Emile Haddad, would
leave the company to manage the LandSource assets, Dow Jones says.

                  About LandSource Communities

LandSource Communities Development LLC, which operates in Arizona,
California, Florida, New Jersey, Nevada and Texas, is involved in
the planning and development of master planned communities and
transforming undeveloped land into ready-to-build home sites and
commercial properties.  With the exception of one development
project in Marina del Rey, California, LandSource does not build
homes or commercial properties.

LandSource and 20 of its affiliates filed for chapter 11
bankruptcy protection before the U.S. Bankruptcy Court for the
District of Delaware on June 8, 2008 (Lead Case No. 08-11111).
The Debtors are represented by Marcia Goldstein, Esq., at Weil
Gotshal & Manges in New York, and Mark D. Collins, Esq., at
Richards Layton & Finger in Wilmington, Delaware.  Lazard Freres &
Co. acts as the Debtors' financial advisors, and Kurtzmann Carson
Consultants serves as the Debtors' notice and claims agent.

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News; http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Moody's Cuts Enhanced Libor Fund Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ca from A the fund
rating of Lehman Brothers Enhanced Libor Fund.  The fund's market
risk rating was confirmed at MR5, Moody's lowest market risk
rating.  The rating action follows the decision by the fund's
trustee, in consultation with the fund's manager, to suspend
subscriptions to and redemptions from the Fund, liquidate the
portfolio and distribute proceeds back to shareholders.  Moody's
will also withdraw its ratings of the Fund, given its expected
liquidation.

The downgrade to Ca from A reflects the Fund's decision to suspend
redemption proceeds in the Fund effective March 2, 2009 and may
result in additional losses from the liquidation of the fund's
portfolio.  The decision to suspend redemptions was taken by the
Fund's trustee, in consultation with the fund manager, to preserve
the net asset value per share and provide equal treatment to all
shareholders.  Moody's considers the decision to suspend cash
redemptions a material deviation from the fund's stated objective
of providing daily liquidity to investors and inconsistent with
fund's practice of providing daily liquidity.  According to the
liquidation plan of the fund, shareholders would have an option to
receive cash distributions or in kind distributions.

The downgrade of the Fund rating to Ca also incorporates the
significant deterioration in the maturity-adjusted weighted
average credit quality of the fund's portfolio, mostly as a result
of recent downgrades in the Fund's subprime residential mortgage
backed security holdings.  The Fund's portfolio consists almost
exclusively of subprime mortgage backed securities, commercial
mortgage backed securities and other consumer asset backed
securities and may result in additional losses from the
liquidation of the fund's portfolio.  The net asset value per
share of the Fund was $714.35 as of March 24, 2009.  It was
initially offered to market in March 2006 at a net asset value per
share of $1,000.

The MR5 rating reflects the very high volatility that the Fund's
net asset value continues to experience due to market conditions
and the fund's exposures to asset backed securities, including
subprime mortgage backed securities. Moody's expects the
portfolio's market risk to remain elevated during the Fund's
liquidation.

The Fund is managed by Lehman Brothers Asset Management LLC.
Certain members of the senior management team of Lehman Brothers
Holdings Inc.'s investment management division have entered into
an agreement with LBHI to acquire LBAM, the Neuberger Berman
business and certain alternative asset management businesses of
IMD.  Subject to the consent of the investors in the Fund, LBAM
will continue to serve as the investment manager of the Fund and
conduct the liquidation.

The last rating action concerning this Fund was on November 3,
2008, when Moody's downgraded the fund rating and market risk
rating to A/MR5 from Aaa/MR3.  The Fund rating remained on review
for further downgrade.


LIGHTHOUSE TENN: Section 341(a) Meeting Scheduled for April 24
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
of Lighthouse Tennessee LLC on April 24, 2009, 10:00 a.m., Third
Floor - Room 362, Russell Federal Building, 75 Spring Street, SW
in Atlanta, Georgia.

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

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

Headquartered in Kennesaw, Georgia, Lighthouse Tennessee LLC filed
for Chapter 11 protection on March 23, 2009 (Bankr. N.D. Ga. Case
No. 09-67389).  Paul Reece Marr, Esq., at Paul Reece Marr, P.C.,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed assets between $10 million and $50
million, and debts between $1 million and $10 million.


MAGNA ENTERTAINMENT: Creditors Ask for Bankruptcy Examiner
----------------------------------------------------------
Steven Church of Bloomberg reports that Magna Entertainment Corp.
creditors asked a judge to order an investigation into why the
owner of the Pimlico horse track filed bankruptcy and whether a
proposed sale involving the company's chief executive is
appropriate.

Greenlight Capital Offshore Partners, according to Bloomberg,
asked U.S. Bankruptcy Judge Mary Walrath to approve an examiner to
investigate "whether there has been any mismanagement by the
controlling shareholder and management."

The Company is controlled by Chief Executive Officer Frank
Stronach, who is also chairman of autoparts supplier Magna
International Inc.  Magna Entertainment has asked the Court to
authorize an auction of its main assets, with an affiliate
controlled by Mr. Stronach as the lead bidder, Bloomberg said.

Bloomberg relates Greenlight and PNC Bank NA also filed objections
to the proposed auction of Pimlico Race Course in Baltimore, and
Magna's other major race courses, including Santa Anita Park in
California.  Pimlico is host to the Preakness Stakes, one of three
races that make up horse racing's Triple Crown.

Greenlight said in its objection that there isn't enough
information about Stronach's role in the proposed auction, while
PNC said in its March 26 objection that Magna hasn't provided
enough details about what is being sold.

                      About Magna Entertainment

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

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

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

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

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


MAR VISTA: Section 341(a) Meeting Scheduled for April 23
--------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
of Mar Vista Development Corporation on April 23, 2009, 2:30 p.m.,
411 W Fourth St., Room 1-159 in Santa Ana, California.

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

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

Headquartered in Orange, California, Mar Vista Development
Corporation filed for Chapter 11 protection on March 10, 2009
(Bankr. C.D. Calif. Case No. 09-11984).  R. G. Pagter, Esq., at
Pagter and Miller, represents the Debtors.  When it the Debtor
filed for protection from its creditors, it listed assets and
debts between $10 million to $50 million each.


MERISANT WORLDWIDE: U.S. Trustee Picks 5 for Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
five members to the Official Committee of Unsecured Creditors in
the Chapter 11 case of Merisant Worldwide Inc. and its debtor-
affiliates.

The panel consists of:

1. Corn Products International, Inc.
   Attn: Richard A. Duda
   5 Westbrook Corporate Center
   Westchester, IL 60154
   Tel: (708) 551-2804
   Fax: (708) 551-2801

2. Newport Global Advisors
   Attn: Ryan L. Langdon
   21 Waterway Avenue
   The Woodlands, TX 77380
   Tel: (713) 559-7400
   Fax: (713) 559-7499

3. Law Debenture Trust Company of New York, as Trustee
   Attn: James D. Heaney
   400 Madison Avenue
   New York, NY 10017
   Tel: (212) 750-6474
   Fax: (212) 750-1361

4. Wells Fargo Bank, N.A.
   Attn: James R. Lewis, Corporate Trust Services
   45 Broadway, 14th Floor
   New York, NY 10006
   Tel: (212) 515-5258
   Fax: 866-524-4681

5. Kirkwood Communications
   Attn: Michael Kirkwood
   28 Ash Street
   Basking Ridge, NJ 07920
   Tel: (973) 335-4400
   Fax: 973-335-4474

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sell low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint venture
in the Philippines.  Merisant Worldwide holds 100% interest in
Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-
10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' Claims and Noticing Agent.  Winston
& Strawn LLP represents the Official Committee of Unsecured
Creditors as counsel.  Ashby & Geddes, P.A. is the Committee's
Delaware counsel.  The Debtors have $331,077,041 in total assets
and $560,742,486 in total debts as of Nov. 30, 2008.


MERISANT WORLDWIDE: Committee Can Hire Winston as Counsel
---------------------------------------------------------
The official committee of unsecured creditors in Merisant
Worldwide Inc.' and its debtor-affiliates' Chapter 11 cases
obtained authorization from the U.S. Bankruptcy Court for the
District of Delaware to employ Winston & Strawn LLP as counsel.

Winston & Strawn is expected to:

   a) provide legal advice to the Committee with respect to its
      duties and powers in the Chapter 11 cases;

   b) consult with the Committee and the Debtors concerning
      administration of the cases;

   c) assist the  Committee in its investigation of the acts,
      conduct, assets, liabilities, and financial condition of
      the Debtors, operation of the Debtors' businesses and the
      desirability of continuing or selling the business or
      assets, sales, the formulation of a Chapter 11 Plan, and
      any other matter relevant to the cases;

   d) assist the Committee in evaluating claims against then
      estates, including analysis of and possible objections to
      the validity, priority, amount subordination, or avoidance
      of claims or transfers of property in consideration of the
      claims;

   e) assist the Committee in participating in the formulation of
      a Chapter 11 Plan, including the Committee's communications
      with unsecured creditors concerning any Plan;

   f) assist the Committee with any effort to request the
      appointment of a Trustee or examiner;

   g) advise and represent the Committee in connection with
      matters generally arising in the cases, including the
      obtaining of credit, the sale of assets, and the rejection
      or assumption of executory contracts and unexpired leases;

   h) appear before this Court, any other federal court, state
      court or appellate court; and

   i) perform other legal services as may be required and whuch
      are in the interests of unsecured creditors or otherwise
      directed by the Committee.

The Debtors related that Winston & Strawn and the Committee's co-
counsel, Ashby & Geddes, P.A., will communicate to ensure that all
legal services provided to the Committee are not duplicative.

The hourly rates of Winston & Strawn professionals are:

     Partners                         $400 - $995
     Associates                       $210 - $670
     Legal Assistants                 $110 - $300

The firm's professionals engaged in the Chapter 11 cases and their
hourly rates are:

     David Neier, partner                $760
     Eric Sageman, partner               $750
     Justin Rawlins, partner             $535
     Robert Boudreau, associate          $310
     Gregory Martin, associate           $290

Mr. Neier told the Court that Winston & Strawn has not received
any advance fee or retainer for legal services.

Mr. Neier assured the Court that Winston & Strawn is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.

Mr. Neier can be reached at:

     Winston & Strawn LLP
     200 Park Avenue
     New York, NY 10166-4193
     Tel: (212) 294-6700

                     About Merisant Worldwide

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sell low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central

America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-
10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' Claims and Noticing Agent.  Winston
& Strawn LLP represents the Official Committee of Unsecured
Creditors as counsel.  Ashby & Geddes, P.A. is the Committee's
Delaware counsel.  The Debtors have $331,077,041 in total assets
and $560,742,486 in total debts as of Nov. 30, 2008.


MERUELO MADDUX: Wants to Schedules Filing Extended Until May 13
---------------------------------------------------------------
Meruelo Maddux Properties, Inc., and its debtor-affiliates ask the
U. S. Bankruptcy Court for the Central District of California to
extend until May 13, 2009, the deadline to file its schedules of
assets and liabilities and statement of financial affairs.

The Debtors relate that they will not be able to complete their
schedules and statements by the April 10 and April 13, 2009,
deadlines because of the complexity of the Debtors' business
operations and other matters related to the Chapter 11 cases.

The extension requested will provide sufficient time for the
Debtors to prepare their schedules and statements.

Based in Los Angeles, California, Meruelo Maddux Properties, Inc.,
-- http://www.meruelomaddux.com/-- together with its affiliates,
engages in residential, commercial and industrial development.

Meruelo and its affiliates filed for separate Chapter 11
protection on March 26, 2009, (Bankr. C. D. Calif. Lead Case No.
09-13356) John J. Bingham, Jr., Esq., represents the Debtors in
their restructuring efforts.  The Debtors' financial condition as
of Dec. 31, 2008, showed estimated assets of $681,769,000 and
estimated debts of $342,022,000.


MICHAEL VICK: Will Pay Atlanta Falcons Up to $7.5 Million
---------------------------------------------------------
Agence France-Presse reports that Michael Vick has settled a claim
by the Atlanta Falcons.  According to AFP, Mr. Vick will pay the
Atlanta Falcons $6.5 million to $7.5 million.

Citing an Atlanta Falcons official, AFP relates that the team's
bid to recover bonus money paid to Mr. Vick remains ongoing.
According to The Atlanta Journal-Constitution, the deal only
related to the bankruptcy claim and not the bonus.  AFP notes that
the settlement should ease the way for the Atlanta Falcons to cut
all ties with Mr. Vick, who hopes to be able to return to the NFL
this year.

AFP states that the Atlanta Falcons were awarded $20 million from
the NFL in a grievance over bonus money when Mr. Vick was
arrested, contending that the quarterback violated terms of his
contract and should forfeit the money.  According to the report,
the award was reduced to $3.75 million in federal court, but the
Atlanta Falcons have appealed that decision and expect that case
to be heard before the next football season starts.

AFP states that Mr. Vick will appear at a bankruptcy hearing on
April 2 in Virginia.

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

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

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


NARANG ACQUISITION: Taps Nordman Cormany as General Legal Counsel
-----------------------------------------------------------------
Narang Acquisition Group, LLC, asks the U.S. Bankruptcy Court for
the Central District of California for authorization to employ
Nordman Cormany Hair & Compton LLP as general legal counsel.

Nordman Cormany will present the Debtors in all facets of their
Chapter 11 reorganization, including the preparation of a
disclosure statement, Plan of Reorganization, and any necessary
motions to Chapter 11 reorganization, and to represent the Debtors
in any legal dispute associated with their Chapter 11 proceeding.

Willam E. Winfield, Esq., a partner at the firm, tells the Court
that the firm received $15,000 retainer which will be held in a
trust account and applied towards fees.  The Debtors agreed that
the firm has reserved the right to seek approval from the Court
for additional compensation from the estate.

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

Mr. Winfield can be reached at:

     Nordman Cormany Hair & Compton LLP
     1000 Town Center Drive, Sixth Floor
     Oxnard, CA 93036
     Tel: (805) 485-1000
     Fax: (805) 988-8387

                About Narang Acquisition Group, LLC

Santa Barbara, California-based Narang Acquisition Group, LLC
filed for Chapter 11 protection (Bankr. C. D. Calif. Case
No. 09- 10987).  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of $10 million to
$50 million.


NATIONAL CONSUMER: Fitch Cuts Preferred Stock Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Rating
of National Consumer Cooperative Bank and NCB, FSB to 'BBB' from
'A-' following the company's announcement that it violated a
financial covenant in its revolving bank credit facility due to a
$1.7 million impairment related to securities held from a prior
securitization.

NCB has amended the bank facility to get relief from the covenant
default; the new terms include liens on all assets of NCB, relief
on some covenants, overall reduction in amount of facility to $225
million from $350 million and further reduction on a quarterly
basis till maturity on Dec. 15, 2010.  The ratings are removed
from Rating Watch Negative, where they were place on
Dec. 12, 2008, due to concerns of a possible covenant violation.
Approximately $1.7 billion of debt is affected by this action.
The Rating Outlook is Negative.  A complete list of ratings is
provided at the end of this release.

While Fitch's downgrade reflects the aforementioned covenant
violation and amendment, it also incorporates weakening
fundamental operating performance, which is likely to be sustained
as well as more limited financial flexibility as future loan
originations will need to be funded out of NCB, FSB through
Federal Home Loan Bank advances and deposits.  Fitch deems that
NCB could receive funding through government programs such as
Troubled Asset Relief Program (TARP), which could relieve some
liquidity pressure.  Fitch believes NCB's operating performance
will continue to trend weaker due to the economic and capital
markets environment, exhibiting itself in higher provision
expenses, charge-offs, and funding costs over the near- to
intermediate-term.  While Fitch recognizes the membership
structure is not designed to generate strong earnings and margins,
nonetheless, Fitch believes it is still important to generate a
modest and stable degree of profitability.  Fitch is concerned
with the trend in asset quality performance as non-performing
loans increased to $17.4 million for the year ending 2008 versus
$13.6 million for the comparable period in 2007.  NCB is exposed
to geographic and industry concentrations, as nearly 25% of its
loans are secured by real-estate cooperatives in New York City.

The Negative Outlook reflects the weak economic environment, which
could lead to further negative asset quality performance beyond
current expectations, pressuring profitability through increased
provisioning and potentially violating amended asset quality
covenants in the revolving bank facility.  Resolution of the
Negative Rating Outlook is driven by stabilization of asset
quality, improvement in earnings, and increased liquidity.

Fitch has withdrawn the company's commercial paper ratings as the
program is no longer active and there are no outstandings.

Fitch has downgraded these:

National Consumer Cooperative Bank

  -- Long-term IDR to 'BBB' from 'A-';
  -- Short-term IDR to 'F3' from 'F2';
  -- Commercial paper to 'F3' from 'F2';
  -- Individual to 'C' from 'B/C'.

Fitch has subsequently withdrawn the commercial paper rating.

NCB, FSB

  -- Long-term IDR to 'BBB' from 'A-';
  -- Short-term IDR to 'F3' from 'F2';
  -- Long-term deposit obligations to 'BBB+' from 'A';
  -- Short-term deposit obligations to 'F2' from 'F1'.
  -- Individual to 'C' from 'B/C'.

NCB Capital Trust I

  -- Trust preferred stock to 'BB+' from 'BBB+'.

Fitch also affirms these:

National Consumer Cooperative Bank

  -- Support at '5';
  -- Support floor at 'NF'.

NCB, FSB

  -- Support at '1'.

In addition, Fitch has assigned this rating:

National Consumer Cooperative Bank

  -- Senior secured debt assigned 'BBB'.


NES RENTALS: S&P Junks Long-Term Corp. Credit Rating From 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its long-
term corporate credit rating on Chicago, Illinois-based equipment
rental company NES Rentals Holdings Inc. to 'CC' from 'B+'.  The
outlook is negative.

In addition, S&P lowered the issue-level rating on the company's
$280 million, second-lien term loan due 2013 to 'C' from 'B-'.
The recovery rating remains at '6', indicating that lenders can
expect negligible (0 to 10%) recovery in the event of a default.

The rating action follows the private company's receipt of an
amendment to its second-lien credit agreement that gives it the
ability to commence an offer to buy up to $15 million of the face
amount of its second-lien debt for cash at a discounted price.

"Our downgrade does not reflect a perceived increase in NES's
bankruptcy risk," said Standard & Poor's credit analyst Peter
Kelly.  "Rather, S&P's downgrade is based on the offer that NES
will make to retire debt for less than originally contracted,
which S&P considers a de-facto partial restructuring," he
continued.  Similarly, investors' potential willingness to accept
a substantial discount to contractual terms provides evidence that
they have significant doubts about receiving full payment on
obligations.

S&P will lower its corporate credit rating on NES to 'SD'
(selective default) upon completion of the offer.  Shortly
thereafter, S&P will assign a new corporate credit rating
representative of the default risk after reviewing the new capital
structure.

The outlook is negative.  As noted, S&P expects to lower the
corporate credit rating to 'SD' upon completion of the tender
offer.  It is S&P's preliminary expectation that after the tender
offer, S&P's new corporate credit rating on NES will likely be in
the 'B' category.  S&P expects the revised capital structure to
improve the company's cash interest expense slightly and help
offset an expected increase in total leverage.


NORCRAFT HOLDINGS: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on kitchen and bath cabinet maker Norcraft
Holdings LP, and its subsidiary, Norcraft Cos. LP, to 'B' from
'B+'.  The outlook is negative.

At the same time, Standard & Poor's revised the recovery rating on
Norcraft's senior subordinated notes due 2011 to '2', indicating
S&P's expectation of substantial (70% to 90%) recovery in the
event of a payment default, from '3'.  The issue-level rating on
the senior subordinated notes is 'B+' (one notch higher than the
corporate credit rating).  Standard & Poor's also lowered the
issue-level rating on Norcraft Holdings LP's senior discount notes
to 'CCC+' (two notches lower than the corporate credit rating)
from 'B-', while leaving the recovery rating on the notes at '6'.
The recovery rating of '6' indicates S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

"The recovery rating revision reflects the company's decision to
terminate its $60 million senior secured revolving credit facility
due 2011 effective on March 31, 2009," said Standard & Poor's
credit analyst Thomas Nadramia.

"The downgrade reflects our expectation that the ongoing slump in
new housing starts, reduced remodeling spending, and the U.S.
recession will further weaken Norcraft's earnings and cash flow in
2009," added Mr. Nadramia.  "As a result, credit measures are
likely to weaken further in 2009, with gross debt to EBITDA
possibly exceeding 5.5x later in 2009 and possibly moving higher,
a level S&P considers no longer appropriate for the prior rating."
S&P believes Norcraft's decision to cancel its $60 million
revolving credit facility constrains overall liquidity.  Still,
S&P expects the company will maintain adequate liquidity in the
next year, mainly derived from the nearly $55 million in balance
sheet cash as of Sept. 30, 2008.

The rating on Eagan, Minnesota-based Norcraft reflects the
company's small sales and asset base, highly leveraged financial
risk profile, and limited product diversity in a cyclical
industry.  The rating also reflects the company's national
presence and relatively good production cost position.

Norcraft is a manufacturer in the highly fragmented and cyclical
kitchen and bathroom cabinet industry, an industry that depends
almost exclusively on residential remodeling and new construction.
The negative outlook reflects S&P's expectation that Norcraft's
operating performance and cash flow will continue to be hurt by
softer end-market demand due to the weak U.S. economy, the
extended housing downturn, and intense competition.  S&P expects
liquidity to remain adequate in 2009 because of modest positive
cash flow generation and the maintenance of significant cash
balances, but S&P believes establishing another credit facility
would enhance liquidity if the results are weaker than expected.
S&P would consider a downgrade if the above factors cause
operating profits to decline and excess cash to fall to less than
$35 million, which approximates one-year's cash requirements.
Although not likely in the near term, S&P would consider revising
the outlook to stable if the company continues to use cost-cutting
measures to successfully navigate this downturn, resulting in
credit metrics strengthening to where consolidated leverage can be
maintained at less than 4x.


NORTHERN ROCK: Moody's Downgrades Bank Strength Rating to 'E'
-------------------------------------------------------------
Moody's Investors Service announced that it has downgraded to E
from E+ Northern Rock's Bank Financial Strength Rating.  The E
BFSR maps into a Baseline Credit Assessment of Caa1.  The bank's
dated and undated hybrid subordinated debts were also downgraded
to Ca from B1 and B3, respectively.  The outlook on the
subordinated instruments is negative.  The senior long term and
short term ratings of A2/P-1 were affirmed with a developing
outlook.

The downgrade of the BFSR from E+ to E highlights the severe
deterioration in Northern Rock's intrinsic financial fundamentals
reflected in reported pre-tax losses of GBP1.4 billion as of year-
end 2008-the losses were largely the result of loan loss
impairment of GBP0.9 billion and treasury write-downs of
GBP0.3 billion.  As a result, Northern Rock's Tier 1 capital is
now negative.  Moody's notes that the FSA has agreed to a waiver
enabling Northern Rock to use available Tier 2 capital as
regulatory capital until the State Aid approval has been
finalized.  The government has also announced recently that
pending the State Aid approval from the European Commission, the
bank will soon be undergoing a legal and capital restructuring
including an injection of up to GBP3 billion of fresh capital, and
a mandate to increase lending.  The E BFSR, which is the lowest
financial strength rating within the Moody's ranking system
captures the fact that solely on its current financial
fundamentals, and without government support, the bank's viability
as a going concern is extremely compromised.

Key drivers for affirming the A2 ratings of longer term debt and
deposits of Northern Rock are the government guarantee of these
obligations and the uncertainty surrounding the final form of
these guarantees post restructuring.  Moody's notes that the
starting point is the E BFSR, which combined with a very high
probability of systemic support, leads to a rating of A2 for
senior guaranteed obligations.  While throughout its restructuring
the commitment and availability of government support for Northern
Rock has certainly not diminished, in Moody's view the degree of
support is somewhat constrained by the uncertainties regarding the
longer term nature of such guarantees both in terms of their
duration and their status post restructuring of the bank.  While
at present the guarantee is for the full term of the senior
obligations, the government has the option at anytime to remove
these guarantees at a three-months notice.

The developing outlook on the senior ratings reflects the
uncertainties regarding the final form the bank will take after
the State Aid approval has been finalized.  The government
announced in February that in order to enable the bank to focus on
new lending, "the company will be restructured so that the back
book of mortgages is managed separately to its other business".
Moody's added, that should a break up of the bank materialize, it
will reassess the ratings of the split institutions at such time.

On the downgrade of Northern Rock's dated and undated hybrid
subordinated debt, Moody's said the risk of impairments to such
securities has significantly increased because of these factors:
1) significant deterioration, since the bank's nationalization, in
the bank's stand alone financial fundamentals reflected in the E
BFSR; and 2) as the equity cushion has already been fully absorbed
and the bank's preferred securities, which were nationalized, have
also already absorbed losses, the next layer of loss absorbing
capital is comprised of the dated and undated hybrid subordinated
debt.  These considerations, together with the government's
previous comments that Northern Rock's mortgage assets may be
managed separately as its final form emerges, place the dated and
undated hybrid subordinated debt at high risk for losses.  In
addition, there have been some UK precedents for loss absorption
by such securities, which were not supported in situations of
extreme distress for the lender.  The Ca rating on the dated and
undated hybrid subordinated debt reflects Moody's expectation of a
very limited recovery for these instruments.

Moody's last rating action on Northern Rock was on February 20,
2008, when the bank's senior debt and deposit ratings were
downgraded to A2 and its outlook was changed to developing.

Headquartered in Newcastle-upon-Tyne, Northern Rock had total
assets of GBP104.3 billion at year-end 2008.


NTELOS INC: Moody's Affirms Corporate Family Rating at 'Ba3'
------------------------------------------------------------
Moody's Investors Service affirmed NTELOS Inc.'s Ba3 corporate
family rating, Ba3 senior secured debt rating and B1 probability
of default rating.  The outlook for all ratings is stable.  This
ratings affirmation follows a review of nTelos' annual operational
and financial results for fiscal 2008 as well as an evaluation of
the company's general business operating environment, and serves
to reiterate Moody's perspective in light of the company's
anticipated performance over the next roughly 2-year timeframe.

nTelos' Ba3 CFR primarily reflects robust operational and
financial performance which has translated into key credit
protection measures that are strong for its rating category.
nTelos saw its fiscal 2008 revenue base increase 8% and EBITDA
margins improve 160 basis points to 46.6% compared to 2007,
allowing the company to end the year with Debt/EBITDA leverage of
3.1x.  However, the Ba3 CFR recognizes nTelos' weak Free Cash
Flow/ Debt metric, with the company choosing to deploy most of its
operational cash flow to growth-related capital expenditures and
returning capital to shareholders via dividends.  The Ba3 CFR also
reflects the business risk inherent in nTelos' positioning as a
small, regional operator competing with much larger and better-
capitalized national wireless operators in the midst of weak
current general economic conditions and rapidly slowing wireless
market growth.  Longer term, the company's ability to successfully
address refinancing of its revolver maturing 24 February 2010 and
1st lien term loan maturing August 2011 (which begins amortizing
in 4 equal installments in the fourth quarter of 2010) given
current capital markets dislocation will also impact nTelos'
rating.

nTelos' short-term liquidity is assessed as adequate.  Over the 4-
quarter horizon to March 31, 2010, nTelos is expected to have cash
resources of roughly $90 million comprised of (i) cash on hand of
$65 million at December 31, 2008 and (ii) free cash flow
generation of $25 million, to meet mandatory quarterly debt
principal amortization totaling roughly $6 million over the same
period.  nTelos also has access to a $35 million revolving credit
facility; however, since the facility matures during the 4-quarter
liquidity assessment horizon (on 24 February 2010), it has not
been considered a source of liquidity.

The outlook for all ratings is stable, reflecting the view that
while near-term operating and financial performance may remain
strong, significant improvement in key credit protection measures
is unlikely over the rating horizon in light of weak general
economic conditions and increasing competitive pressures, leaving
nTelos' current risk profile largely unchanged.

Upgrades:

Issuer: NTELOS Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to LGD2, 29%
     from LGD3, 31%

Moody's most recent rating action related to nTelos was taken on
March 26, 2007, at which time Moody's upgraded the company's
ratings to Ba3 from B2 and revised the outlook to stable from
positive.

Based in Waynesboro, Virginia, NTELOS is a regional communications
provider in Virginia and West Virginia.


NYMAGIC INC: Fitch Downgrades Issuer Default Rating to 'BB-'
------------------------------------------------------------
Fitch Ratings downgrades NYMAGIC, INC.'s Issuer Default Rating and
debt ratings:

  -- IDR to 'BB-' from 'BBB-';

-- $100 million senior debt 6.5% due March 15, 2014 to 'B+'
   from 'BB+'.

The Rating Outlook is Negative.

The downgrade reflects Fitch's belief that NYMAGIC's capital
position and financial flexibility has diminished as a result of
the company's significant exposure to hedge funds and Alt-A
residential mortgage backed securities, which together represented
36% of the company's investment portfolio at year-end 2008.  Fitch
notes that NYMAGIC had approximately $186 million of cash and
short-term investments as well as approximately
$148 million of U.S. treasury and municipal securities at year-end
2008 to meet policyholder obligations.

The Negative Outlook reflects the company's significant
concentration in volatile asset classes and the potential for
further investment-related losses during the remainder of the
year.  Similar to other insurance company peers, NYMAGIC faces
uncertainty surrounding the ultimate effect of the current
financial market conditions on its investment portfolio.

In 2008 the company posted a net loss of $104 million, including
$48 million of realized investment losses and net investment
losses of $64 million.  The company's hedge fund and Alt-A
investments were the primary drivers of the large investment
losses, which included mark to market losses.

NYMAGIC's debt-to-total capital ratio was roughly 38% at year-end
2008, up from 26% at Dec. 31, 2007, due to a 41% drop in
shareholders' equity.

Fitch notes that NYMAGIC held almost $54 million of cash and
investments at the holding company at year-end 2008 (down from
$120 million at year-end 2007) that can be used to service debt.
However, Fitch believes the holding company may make a capital
contribution to the insurance subsidiaries should policyholders'
surplus (PHS) deteriorate in 2009.  The company infused
$32.5 million in capital to the operating subsidiaries in 2008.

NYMAGIC's investment portfolio includes seven Alt-A, super senior
RMBS with a fair value of $42.3 million.  The company has recorded
cumulative other-than-temporary impairment charges of $40.7
million through Sept. 30, 2008.  Through that date, these
securities were classified as 'available for sale' on a GAAP
basis.  However, effective Oct. 1, 2008, they are now classified
as 'held to maturity.'  As such they are recorded on the balance
sheet at an adjusted cost basis of $61.2 million, which is based
on a determination of the fair value of these securities on the
date they were transferred.  Fitch does not view this approach as
conservative since Fitch believes NYMAGIC remains exposed to true
economic losses relative to par value on these securities.

Additionally, on a statutory basis the Alt-A securities are
carried at an amortized cost of $99 million, or 52% of PHS.  In
February 2009 these securities experienced ratings downgrades by
one agency and any economic losses would have a significant impact
on PHS.


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.

At Dec. 31, 2008, Pacific National disclosed $1.9 billion in
assets and $1.7 billion in liabilities in its regulatory filings.


PLATINUM MOTORS: Section 341(a) Meeting Set for Tomorrow, April 3
-----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Platinum Motors LLC's Chapter 11 case on April 3, 2009, at 1:00
p.m., at 411 W Fourth St., Room 1-159, Santa Ana, California.

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

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

Santa Ana, California-based Platinum Motors LLC filed for Chapter
11 protection on March 23, 2009 (Bankr. C. D. Calif. Case No. 09-
12472).  Carlos F. Negrete, Esq., represents the Debtor in its
restructuring efforts.  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of $10 million to
$50 million.


PLY GEM: S&P Downgrades Corporate Credit Rating to 'SD' From 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Cary, North Carolina-based Ply Gem
Industries Inc. to 'SD' from 'B-'.

At the same time, Standard & Poor's lowered the issue-level rating
on Ply Gem's 9% senior subordinated notes due 2012 to 'D' from
'CCC'.  The recovery rating on this debt remains '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of a payment default.  All other outstanding ratings on Ply Gem
remain unchanged.

"These actions follow the recent announcement by the company that
affiliates of its financial sponsor, CI Capital Partners LLC,
(unrated) have made a cash investment and acquired a majority of
the company's outstanding 9% senior subordinated notes due 2012
and that the company intends to amend the indenture of these notes
to provide it with greater financial and operating flexibility,"
said Standard & Poor's credit analyst Tobias Crabtree.

Standard & Poor's views the financial sponsor's affiliates in the
same light as Ply Gem itself acquiring the notes, particularly
given CI Capital Partners majority ownership of Ply Gem.  S&P
expects that the purchase was at a substantial discount to the par
amount of the outstanding issue.  As a result, S&P views the
purchase as being tantamount to default given the weak financial
profile of the company which S&P expects will continue given the
ongoing downturn in new residential construction and repair and
demand for remodeling.

Previously, S&P stated that S&P were concerned that Ply Gem's
EBITDA interest coverage, which is about 1x, could weaken further
in 2009 because of the increased interest burden associated with
its $700 million 11% secured notes due 2013 and $360 million 9%
senior subordinated notes due 2012.  As a result, free operating
cash flow could become further constrained, resulting in reliance
on its $150 million asset-based revolving credit facility to fund
fixed charges.  As a result, Ply Gem's ability to service its
current capital structure may become difficult if residential
construction activity remains depressed into 2010.

S&P intends to reassess Ply Gem's capital structure (which from an
absolute debt amount does not change) and latest operating trends
in the near term.  However, it is S&P's preliminary assessment
that the corporate credit rating would likely not be higher than
the previous 'B-' rating and potentially in the 'CCC' category,
with a negative outlook.


PRATT-READ CORP: Has Until May 4 to File Schedules and Statements
-----------------------------------------------------------------
The Hon. Alan H. W. Shiff of the United States Bankruptcy Court
for the District of Connecticut extended until May 4, 2009, the
period within which Pratt-Read Corporation and American Industrial
Manufacturing may file their schedules of assets and liabilities,
and statement of financial affairs.

Troubled Company Reporter on March 30, 2009, said the Debtors and
their counsel need more time to collect and complete the Debtor's
schedules and statement because the Debtors were unable to
finalize the requirements due to several distractions during their
bankruptcy filing.

Headquartered in Shelton, Connecticut, Shelton, Pratt-Read
Corporation -- http://www.pratt-read.com/-- makes metal
stampings.  The Company and its affiliate, American Industrial
Manufacturing Company, filed for Chapter 11 protection on
March 19, 2009 (Bankr. D. Conn. Lead Case No. 09-50481).  When the
Debtor filed for protection from its creditors, it listed assets
and debts between $10 million and $50 million each.


PRECISION PARTS: U.S. Trustee Appoints 5-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
five members to the Official Committee of Unsecured Creditors in
the Chapter 11 case of Precision Parts International Services
Corp. and its debtor-affiliates.

The panel consists of:

1. Golub Capital Incorporated
   Attn: Greg W. Cashman
   551 Madison Avenue, 6th Floor,
   New York, NY 10022
   Tel: (212) 660-7270
   Fax: (212) 750-5505

2. Norwest Mezzanine Partners, LP
   Attn: Carter J. Balfour, CFA
   80 S. 8th Street, Suite 3600
   Minneapolis, MN 55402
   Tel: (612) 215-1664
   Fax: (612) 215-1602

3. Gibraltar Industries
   Attn: Kenneth W. Smith
   3556 Lake Shore Rd.
   Buffalo, NY 14219,
   Tel: (716) 826-6500
   Fax: (716) 826-1589

4. Heidtman Steel
   Attn: Sharon Zerman
   2401 Front St.
   Toledo, OH 43605
   Tel: (419) 469-8035
   Fax: (419) 698-1317

5. Machine Concepts Inc.
   Attn: John Eiting
   2167 SR 66
   Minster, OH 45865
   Tel: (419) 328-3498
   Fax: (419) 628-2794

                       About Precision Parts

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

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

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

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  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: Can Access TAB Cash Collateral on Interim Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized,
on an interim basis, Price Trucking, Inc., and F.T. Silfies, Inc.,
to:

   i) use cash receipts secured under certain prepetition loan
      documents;

  ii) deem Transportation Alliance Bank, the Debtors' prepetition
      lender, adequately protected with regard thereto;

iii) set hearing date; and

  iv) approve the extension of postpetition credit.

The Debtors entered in a certain accounts receivable purchase and
security agreement with TAB on May 12, 2008, as amended.  The
factoring agreement contains 2 relevant components: (i) a sale and
purchase of accounts receivable; and (ii) security interest in
these: (a) all accounts, chattel paper, general intangibles,
documents, instruments, securities, deposit accounts, certificates
of deposit and all rights of the Debtors as a seller of goods,
including rights of reclamation, replevin and stoppage in
transcit; (b) all goods, including but not limited to, all
inventory, wherever located; (c) all equipment and fixtures,
wherever located, and all additions, substitutions, replacements
and accessions thereof  and thereto; (d) all books and records,
(e) all investments property; and (f) all proceeds of the
foregoing.

Under the term of the factoring agreement, TAB agreed to act as
the exclusive purchaser of certain of the Debtors' eligible
accounts receivable.  TAB purchases the receivables at a discount
and the balance of the purchase price, less certain fees and
expenses, is remitted to the Debtors.  On a daily basis, the
Debtors electronically transmit a report to TAB which contains
information regarding each Debtor's receivables for that day.
thereafter, TAB wires an amount equal to approximately 90% of that
day's receivables to the Debtors' operating account to fund the
Debtors' operations.  Payments by the Debtors' customers on
account of the receivable are remitted directly to TAB.

The cash collateral will provide working capital.

The Court ordered the Debtors to deposit revenues, which TAB
releases from its purchase of accounts receivable, to the extent
not required to be held in the reserve accounts or other account
retained by TAB under the factoring agreement into a debtor-in-
possession account.  TAB will retain control of the reserve
account and will not permit the Debtors to direct disbursements
from the reserve account.

The Debtor is authorized to grant TAB a security interest in the
Debtors' postpetition cash collateral with the same validity and
priority as existed on the petition date in the assets, which
security interest will serve as partial adequate protection for
any decrease in the value of any prepetition security interest in
the cash collateral.

As adequate protection to TAB's interest in the cash collateral by
granting, as additional security, a continuing and replacement
first priority, automatically perfected security interest in, and
li8en upon, all of the Debtors' unemcumbered personal property and
assets, and all proceeds, products, rents and profits thereof,
subject however, to any valid and perfected security interests in
the assets in favor of any third party other than TAB prior to the
petition date.  The replacement liens will be enforceable in an
amount equal to any aggregate postpetition diminution in the value
of the prepetition collateral, a prepetition collateral existed as
of the petition date, including, without limitation, any
diminution in value resulting from the Debtors' use of cash
collateral on or after the petition date.  As additional adequate
protection, TAB is allowed superpriority administrative claim to
the extent the terms of the adequate protection procided prove
insufficient to adequately protect the interest of TAB for use of
the cash collateral and the proceeds from the sale of account
receivable.

The Court also ordered that notwithstanding the replacement liens
granted to TAB, the collateral and liens will be subject and
subordinate to a Carve Out of up to the amount of $15,000 for the
(a) payment of allowed professionals fees and disbursements; and
(b) payment of any quarterly fees payable to the Clerk of the
Bankruptcy Court.  The Carve Out is for the period of the interim
order only.

The Court is set to consider the Debtors' motion for continued use
of the cash collateral on April 16, 2009, at 10:00 a.m.
Objection to the motions are due April 13, 2009.

                     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.
The Debtors listed estimated assets of $10 million to $50 million
and estimated debts of $10 million to $50 million.


QUANTUM CORPORATION: Moody's Downgrades Default Rating to 'Ca'
--------------------------------------------------------------
Moody's Investors Service downgraded Quantum's probability of
default rating to Ca from Caa2 following the recent announcement
that the company has commenced a tender offer for up to
$142 million of principal amount of its outstanding 4.375%
Convertible Subordinated Notes due 2010.  In addition, Moody's
revised its open review for possible downgrade to a review with
direction uncertain pending the completion of the tender offer
process.

The downgrade of the PDR reflects Moody's view that the tender
offer whereby the Notes holders will receive $700 for each $1,000
of principal amount (and which will be financed with the net
proceeds of a new term loan of $100 million issued to EMC
Corporation), constitutes a distressed exchange.  Moody's reflect
the very high likelihood of this event occurring through the
assignment of the Ca PDR.  Moody's will classify this distressed
exchange as a limited default and likely change the PDR upwards
upon successful completion of the tender due to Moody's current
belief that the going-forward PDR will end up at a higher level
shortly following the closure of the tender process and
recognition that the limited default has occurred.

The successful completion of the tender offer will alleviate
Moody's concerns regarding the potential accelerated maturity of
the remaining $250 million senior secured term loan in February
2010.  The resolution of this uncertainty combined with lower
leverage, the company's improving financial performance (e.g.,
covenant free cash flow and EBITDA of $73 million and
$106 million, respectively, during 2008 and increased gross margin
rate due to the shift in sales mix, traction from its new DXi7500
products and EMC partnership, and cost reduction initiatives), and
Moody's expectation of free cash flow generation in 2009 should
provide a positive ratings bias for the company.

The review will focus on the company's capital structure after
completion of the tender offer and prospective ability to further
improve its liquidity profile by increasing free cash flow in the
midst of the current economic downturn, and/or potentially selling
certain assets, business lines or the company as a whole, if
necessary.  The review will also continue to assess the company's
ability to implement any additional restructuring programs, manage
working capital needs, and maintain compliance with financial
maintenance covenants under the bank credit facility, which
notably tighten beginning March 30, 2009.

Ratings downgraded:

  -- Probability-of-default rating to Ca from Caa2

  -- Ratings under review direction uncertain:

  -- Corporate Family Rating of Caa1;

  -- Probability-of-default rating of Ca;

  -- $160 million subordinated convertible notes due 2010 of Caa3
     (LGD 5, 75%);

  -- $50 million senior secured revolver expiring 2012 of B1 (LGD
     2, 17%);

  -- $400 million senior secured first lien facility due 2014
     (remaining balance of $250 million) of B1 (LGD 2, 17%);

The last rating action for Quantum Corporation was on January 30,
2009, when Moody's downgraded Quantum's CFR to Caa1 from B3, its
PDR to Caa2 from B3, and its subordinated convertible note ratings
to Caa3 from Caa2.  In addition, Moody's kept the ratings under
review for further possible downgrade.

With about $870 million in revenues for the twelve months ended
December 31, 2008, Quantum Corporation, headquartered in San Jose,
California, is a leading global data storage company offering a
broad portfolio of disk-based deduplication/replication, tape and
software products for backup, recovery and archive.


RETAIL PRO: Court Defers Approval of Sale Until April 14
--------------------------------------------------------
Judge Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware has continued the hearing on the proposed sale of Retail
Pro Inc.'s assets to secured creditors Laurus Master Fund Ltd. and
Midsummer Investment Ltd.

The Debtors have scheduled a March 25 auction for their assets or
businesses and contemplated on seeking approval of the sale to
Laurus and Midsummer absent higher and better bids for the assets.
Laurus, together with Midsummer, provided prepetition and
postpetition secured financing to the Debtors.

Prior to the March 25 auction, which was already delayed, Laurus
filed a document with the U.S. Bankruptcy Court for the District
of Delaware, stating that it had encouraged interested parties to
make a bid in the bankruptcy sale process.  Laurus clarified that
it had not barred any party from conducting due diligence or from
bidding on the Debtors' assets.  While it has 5.1% of the common
stock of Retail Pro, it noted that it does not have any
reprepsentative on the board and it has not exercised any control
over the Debtors.

3Q Holdings Limited filed a "preliminary objection" to the
proposed sale, citing that in the event Laurus, which is
submitting a credit bid, is the only bidder or the winning bidder
at the auction, the hearing should be adjourned to allow the Court
the ability to adjudicate 3Q's interests.

3Q asserts certain claims against Laurus in connection with a pre-
bankruptcy sale of Retail Pro's former division.  3Q says it does
not object to the continueance of the sale process, or the closing
on a sale that cofers cash consideration to the estates that is
sufficient to accomplish the return of 3Q's proeprty after its
rights are adjudicated by the Court.

3Q has filed an adversary proceeding and a motion for preliminary
injunction seeking to preserve its rights and interests that would
otherwise be eviscerated through the sale process. 3Q does not
consent to the transfer of certain "vendor loan documents" to
Laurus.

According to a minute entry posted in the court docket, Judge
Peter J. Walsh has continued approval of the Sale and the
Preliminary Injunction Motion until April 14, 2009.

                       Background of 3Q Dispute

On October 31, 2007, Island Pacific, Inc., entered into the Asset
Purchase Agreement with 3Q, pursuant to which 3Q agreed to
purchase the assets of Island for $16,000,000 subject to
adjustments based upon, inter alia, the value of tangible assets
transferred from Island to 3Q.  Island is a former division of the
Debtors that was acquired by merger in 1999

Prior to the execution of the APA, Island marketed and sold
merchandising software to retail customers.  As part of its
business model, Island performed regular maintenance on the
software for customers that chose these services, and the
customers were charged periodic payments to cover the scheduled
maintenance.  The software and maintenance contracts were
transferred to 3Q.

The Purchase Price consisted of $13,000,000 in cash and $3,000,000
in a Vendor Loan Agreement entered into by and between Island and
3Q.  Pursuant to the terms of the Vendor Note, 3Q was obligated to
repay the $3,000,000 to Island starting with a $700,000 payment
due and owing on July 1, 2008, with monthly payments of $200,000
due thereafter.  3Q was required to pay the balance of the Vendor
Note on January 1, 2009.

The terms of the Vendor Note-and the repayment thereof-were
modified by the Security Trust and Intercreditor Deed entered into
by and between, inter alia, National Australia Bank Limited and
certain affiliates and related entities, as senior secured lender,
and Island as subordinated lender.  Specifically, pursuant to the
terms of the Intercreditor Agreement, the Vendor Note obligations
were subordinated to the indebtedness due and owing to NAB.  Any
repayment of the Vendor Note was prohibited unless 3Q satisfied a
number of conditions precedent to repayment.

The conditions included a requirement that 3Q complete and close
upon -- within 6 months -- an equity infusion into the company in
an amount no less than $8,000,000.  To date, 3Q has not closed
upon the requisite minimum equity infusion, and therefore, 3Q is
prohibited from repayment of the Vendor Note.

Pursuant to the terms of the Intercreditor Agreement, Island's
rights to repayment of the Vendor Note remain unconditionally
subordinated to NAB's claims and interests. In addition to the
equity infusion, 3Q was required to maintain certain ratios and
abide by restrictive covenants before the repayment could be made.

3Q's counsel, Mary E. Augustine, Esq., at Ciardi Ciardi & Astin,
in Wilmington, Delaware, notes that the Purchase Price was subject
to a downward adjustment in the event that the tangible assets
delivered to 3Q were less than $800,000.  As drafted, the APA
contemplated the establishment of an escrow account from the sale
proceeds to cover, inter alia, any shortfall in the value of the
tangible assets.  In the event that the escrow was insufficient,
Island was required to deliver to 3Q cash in the amount of any
shortfall.  3Q has not received any tangible net assets, and
therefore, the full $800,000 is subject to refund.  In addition,
the Debtors are in possession of nearly $1.2 million in "converted
payments" that should have been paid to 3Q.

According to Ms. Augustine, despite numerous inquiries and
requests by 3Q that the Funds be returned, and numerous pleadings
filed by 3Q seeking various forms of relief with respect to the
recovery of the Funds, the Debtors have not returned the Funds to
3Q. The Funds are not property of the Debtors' estates-and
accordingly, if Laurus is allowed to acquire substantially all of
the Debtors' assets at the Auction through credit bid, 3Q will be
left with no legal remedy to recover the Funds.

                      Terms of Laurus Sale

Pat Regan, senior managing director employed by Laurus, says that
pursuant to the asset purchase agreement reached with the Debtors,
Laurus and Midsummer will credit bid the full amount of their
prepetition and postpetition debts, pursuant to Section 363(k) of
the Bankruptcy Code.  The APA also provides that the
Laurus/Midsummer will also pay, if they are the credit bidder, the
cash amount of $400,000

Laurus/Midsummer will also pay all cure amounts related to the
assume contracts set forth in the APA.

Mr. Regan said that Laurus has had some preliminary discussions
with certain of the Debtors' current officers concerning potential
post-closing employment, but has not reached any agreements with
these persons.  He also admitted that Laurus had "limited
conversations" with two potential bidders, but had not entered
into any agreements with other party regarding the disposition of
the Debtors' assets in the event that it is the successful
purchaser.

                         About Retail Pro

Based in La Jolla, California, Retail Pro Inc. --
http://www.retailpro.com-- operates a chain of retail stores.
The company and three of its affiliates filed for Chapter 11
protection on Jan. 10, 2009 (Bankr. D. Del. Lead Case No.
09-10087).  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl Young & Jones, represent the Debtors in
their restructuring efforts.  The Debtor proposed View Partners
Capital LLC as their investment banker and Kurtzman Carson
Consultants LLC as their notice, claims and solicitation agent.
As of Nov. 30, 2008, the Debtors have $24,652,353 in total assets
and $28,867,462 in total debts.


RHODES COMPANIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Heritage Land Company, LLC
        4730 S. Fort Apache #300
        Las Vegas, NV 89147

Bankruptcy Case No.: 09-14778

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
The Rhodes Companies, LLC                          09-14814
Tribes Holdings, LLC                               09-14817
Apache Framing, LLC                                09-14818
Geronimo Plumbing, LLC                             09-14820
Gung-Ho Concrete, LLC                              09-14822
Bravo, Inc.                                        09-14825
Elkhorn Partners                                   09-14828
Six Feathers Holdings, LLC                         09-14833
Elkhorn Investments, Inc.                          09-14837
Jarupa, LLC                                        09-14839
Rhodes Realty, Inc.                                09-14841
C & J Holdings, Inc.                               09-14843
Rhodes Ranch General Partnership                   09-14844
Rhodes Design And Development Corporation          09-14846
Parcel 20, LLC                                     09-14848
Tuscany Acquisitions IV, LLC                       09-14849
Tuscany Acquisitions III, LLC                      09-14850
Tuscany Acquisitions II, LLC                       09-14852
Tuscany Acquisitions, LLC                          09-14853
Rhodes Ranch Golf And Country Club                 09-14854
Overflow, LP                                       09-14856
Wallboard, LP                                      09-14858
Jackknife, LP                                      09-14860
Batcave, LP                                        09-14861
Chalkline, LP                                      09-14862
Glynda, LP                                         09-14865
Tick, LP                                           09-14866
Rhodes Arizona Properties, LLC                     09-14868
Rhodes Homes Arizona, LLC                          09-14882
Tuscany Golf Country Club, LLC                     09-14884
Pinnacle Grading, LLC                              09-14887

Type of Business: The Rhodes Companies, together with its
                  affiliates, is a private master planned
                  community developer and homebuilder in the Las
                  Vegas valley.  The Rhodes Companies was founded
                  in 1991.

Chapter 11 Petition Date: March 31, 2009

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Zachariah Larson, Esq.
                  ecf@lslawnv.com
                  Larson & Stephens
                  810 S. Casino Center Blvd., Suite 104
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Sunstate Companies Inc.        trade debt        $201,094
4435 East Colton Avenue
Suite 101
Las Vegas, NV 89115
Tel: (702) 798-11776

GC Wallace                     trade debt        $201,000
6655 South Cimaron Road
Las Vegas, NV 89113
Tel: (702) 804-2000

Aspen Concrete Inc.            trade debt        $128,623
4177 East Huntington Drive
Flagstaff, AZ 86004
Tel: (928) 226-9613

American Soils Engineering LLC trade debt        $84,490

Triton Grading & Paving LLC    trade debt        $78,683

Sunland Asphalt                trade debt        $73,989

Cabinetec Inc.                 trade debt        $69,139

KH Landscaping Inc.            trade debt        $69,026

Envision Concrete              trade debt        $67,480

NJ Shaum & Son Inc.            trade debt        $65,470

MS Concrete Inc.               trade debt        $52,691

Bair's Carpet Valley - C       trade debt        $51,572

American Asphalt & Grading Co. trade debt        $35,000

Evans Recreation Installations trade debt        $32,820

Integrity Masonry Inc.         trade debt        $31,553

J&J Enterprises Inc.           trade debt        $26,159

Western Landscape Construction trade debt        $24,012

WestCor Construction           trade debt        $23,539

Interstate Plumbing & A/C      trade debt        $20,849

Slater Hanifan Group           trade debt        $20,546

TSS Enterprises Inc.           trade debt        $19,784

Westar Kitchens & Bath         trade debt        $19,476

Lovino Masonry Inc.            trade debt        $17,378

Northland Exploration Surveys  trade debt        $15,925

The petition was signed by James M. Rhodes, president.


RITZ CAMERA: Acting U.S. Trustee Picks 7-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
seven members to the Official Committee of Unsecured Creditors in
the Chapter 11 case of Ritz Camera Centers Inc.

The panel consists of:

1. Nikon Inc.
   Attn: John P. Browne
   1300 Walt Whitman Road
   Melville, NY 11747
   Tel: (631) 547-4251
   Fax: (631) 547-6261

2. Canon U.S.A., Inc.
   Attn: Michael Lane
   One Canon Plaza
   Lake Success, NY 11042
   Tel: (516) 328-4985
   Fax: (516) 328-4993

3. SanDisk Corporation
   Attn: Phyllis Anne Miller
   601 McCarthy Blvd.
   Milpitas, CA 95035,
   Tel: (408) 801-2846
   Fax: (408) 801-8742

4. Tocad America
   Attn: Richard Darrow
   53 Green Pond Road
   Rockaway, NJ 07866
   Tel: (973) 627-9600 ext. 103
   Fax: (973) 664-2438

5. Vertis, Inc.
   Attn: Luke J. Brandonisio
   250 W. Pratt St.
   Baltimore, MD 21201
   Tel: (410) 361-8659

6. Simon Property Group, Inc.
   Attn: Ronald M. Tucker
   225 W. Washington St.
   Indianapolis, IN 46204
   Tel: (317) 263-2346
   Fax: (317) 263-7901

7. GGP Limited Partnership
   Attn: Julie Minnick Bowden
   110 N. Wacker Drive
   Chicago, IL 60606
   Tel: (312) 960-2707
   Fax: (312) 442-6374

                 About Ritz Camera Centers Inc

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


RITZ CAMERA: Gets Final Court Order to Access $85MM DIP Facility
----------------------------------------------------------------
Judge Mary S. Walrath of the U.S. Bankruptcy Court for the
District of Delaware issued a final order authorizing Ritz Camera
Center Inc. to access up to $85 million in debtor-in-possession
financing from its existing secured lenders.  The Debtors will use
the proceeds to fund operations as it closes 400 underperforming
stores.

The Final DIP Order was issued amid objections by the Debtors'
official committee of unsecured creditors.  As reported by the
Troubled Company Reporter on March 19, 2009, the panel argued that
the DIP facility does not benefit the Debtor's estates, and only
serves the purpose of DIP lenders.  The Creditors Committee said
the DIP Loan "provides a phantasm of increased availability" and
serves no purpose "other than to fund a platform for the rapid
liquidation" in a "process controlled entirely by the DIP
lenders."  The Creditors Committee said the financing improperly
allows the lenders to "convert their prepetition debt into
postpetition debt, while forcing the debtor to liquidate its
assets, at lightening speed, for their sole benefit after taking
their $1.7 million fee."

Ritz Camera received final authorization from the Bankruptcy Court
to obtain the DIP Loans from Wachovia Bank, National Association,
as agent for itself and other lenders.  The Debtor is also
authorized to enter into a Ratification Agreement dated February
25, 2009, by and among Debtor and Ray Enterprises, LLC
(collectively, the "Borrowers"), Mufungo, LLC ("Guarantor"), the
Agent and the Lenders, which ratifies, extends, adopts and amends
the Existing Loan Agreement and the other Pre-petition Financing
Agreements.

Debtor is also authorized to use Lenders' cash collateral, in
accordance with a budget, until the expiration of the Lenders'
commitment to lend under the Loan Agreement and the other
Financing Agreements.

On February 23, 2009, the Debtor has proposed to access
postpetition financing from the Lenders of up to $85,000,000
(subject to a Borrowing Base).

As of the Petition Date, the aggregate amount of all loans, letter
of credit obligations and other prepetition obligations owing by
the Debtor and Ray Enterprises, LLC to Lenders amounted to
$54,523,522, secured by first priority security interests upon all
of the Pre-petition Collateral, subject only to certain permitted
encumbrances.

To secure the prompt payment and performance of any and all
postpetition obligations, Lenders are granted valid and perfected
security interests in all of the Prepetition Collateral and the
Postpetition Collateral.  Lenders are also granted an allowed
superpriority administrative claim pursuant to Sec. 364(c) of the
Bankruptcy Code.

As adequate protection for the diminution in value of their
interests in the Pre-petition Collateral (including Cash
Collateral), Lenders are granted replacement liens in all
Collateral.

As further adequate protection, Debtor is authorized to provide
adequate protection payments to the Lender in the form of: (a)
payment of interest, fees and other amounts due under the
Prepetition Financing Agreements, at the times specified therein,
and (b) ongoing payment of the fees, costs and expenses, including
reasonable legal and other professionals' fees and expenses, of
the Agent and the Lenders as required under the Prepetition
Financing Agreements.

A copy of the Court's final order is available at:

      http://bankrupt.com/misc/RitzCamera.FinalDIPOrder.pdf

                 About Ritz Camera Centers Inc

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


RITZ CAMERA: Panel Wants to Hire Cooley Godward as Lead Counsel
---------------------------------------------------------------
The Official Committee of the Unsecured Creditors in Ritz Camera
Centers Inc.'s Chapter 11 case seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Cooley
Godward Kronish LLP as its lead counsel.

Cooley will:

   a) attend meetings of the Committee;

   b) review financial information furnished by the Debtor to the
      Committee;

   c) negotiate the budget and the terms of post petition
      financing;

   d) review and investigate the liens of purported secured
      parties;

   e) confer with the Debtor's management and counsel;

   f) coordinate efforts to sell or reorganize assets of the
      Debtor in a manner that maximizes the value of unsecured
      creditors;

   g) review the Debtor's schedules, statements of affairs and
      business plan;

   h) advise the Committee as to the ramifications regarding all
      of the Debtor's activities and motions before the Court;

   i) file appropriate pleadings on behalf of the Committee;

   j) review and analyze the Debtor's financial advisor's work
      product and report to the Committee;

   k) provide the Committee with legal advice in relation to the
      case;

   l) prepare various applications and memoranda of law submitted
      to the Court for consideration and handle all other matters
      relating to the representation of the Committee that may
      arise;

   m) assist the committee in negotiations with the Debtor and
      other parties in interest on an exit strategy for this
      case; and

   n) perform other legal services for the Committee as may be
      necessary or proper in this proceeding.

Cooley will represent the Committee in coordination with Bifferato
Gentilotti LLC, the Committee's proposed local counsel to avoid or
minimize duplication of services.

Cooley professionals working in these Chapter 11 case and their
hourly rates are:

     Jay R. Indyke, partner                  $785
     Cathy R. Hershcopf, partner             $705
     Nicholas Smithberg, associate           $580
     Brent Weisenberg, associate             $555
     Lesley Kroupa, associate                $390

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

Mr. Indyke can be reached at:

     Cooley Godward Kronish LLP
     The Grace Building
     1114 Avenue of the Americas
     New York, NY 10036-7798
     Tel: 212-479-6000
     Fax: 212-479-6275

                 About Ritz Camera Centers Inc

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


RIVIERA HOLDINGS: Dec. 31 Balance Sheet Upside Down by $58.7MM
--------------------------------------------------------------
Las Vegas-based Riviera Holdings Corporation on Tuesday reported
the financial results for the three- and twelve-month periods
ended December 31, 2008.

Riviera said net revenues for the fourth quarter of 2008 were
$36.0 million, a decrease of $11.4 million, or 24%, from
$47.4 million for the comparable period in the prior year.  Net
loss for the fourth quarter of 2008 was $12.7 million, a decline
of $6.6 million, compared to a net loss of $6.1 million, for the
same period in the prior year.

Net revenues for the 12 months ended December 31, 2008, were
$169.8 million, a decrease of $35.7 million, or 17%, from
$205.5 million for the comparable period in the prior year.  Net
losses were $11.9 million for the 12 months ended December 31,
2008, compared with $18.3 million for the same period in 2007.

Riviera had cash and cash equivalents of $13.5 million as of
December 31, 2008, and $20.5 million as of September 30, 2008.  In
addition, Riviera had $2.8 million in restricted cash and
investments as of December 31, 2008.  The Company's cash and cash
equivalents decreased by $7.0 million during the three months
ended December 31, 2008, primarily as a result of a $5.4 million
decrease in income from operations and $4.1 million in net cash
used in investing activities.

Riviera had $204.9 million in total assets, $263.5 million in
total current liabilities, and $158,000 in long-term debt,
resulting in $58.7 million in stockholders' deficit.

As of December 31, 2008, Riviera was in compliance with the
financial covenant set forth in the Credit Agreement.  The
Consolidated Leverage Ratio as defined in the Credit Agreement was
8.4 for the four quarters ending December 31, 2008.  The maximum
allowable Consolidated Leverage Ratio permitted under the Credit
Agreement as of December 31, 2008 is 6.5.  However, the
Consolidated Leverage Ratio test is applicable only if Riviera has
more than $2.5 million outstanding on the Revolving Credit
Facility.  As of December 31, 2008, Riviera had $2.5 million
outstanding on the Revolving Credit Facility.

Las Vegas-based Riviera Holdings Corporation (NYSE Amex: RIV) owns
and operates the Riviera Hotel and Casino on the Las Vegas Strip
and the Riviera Black Hawk Casino in Black Hawk, Colorado.


RIVIERA HOLDINGS: Interest Nonpayment Cues Moody's Rating Cuts
--------------------------------------------------------------
Moody's Investors Service lowered all of Riviera Holdings
Corporation's ratings to Ca from Caa2 in response to the company's
announcement that it did not make the $4 million interest payment
due March 30, 2009 under its credit facility.  The company stated
it has about $11 million in unrestricted cash, but that it was in
the best interest of the company to retain the funds.  The rating
outlook is negative.

The negative rating outlook considers that if the interest payment
is not made within the three day grace period, the lenders under
the credit facility would be able to accelerate repayment of all
outstanding amounts under the credit facility.  If Riviera fails
to make the interest payment within the grace period, Moody's will
downgrade the Probability of Default Rating to D.  While Riviera
is negotiating with its lenders regarding a waiver or forbearance,
there is no assurance that the company will be successful in those
negotiations.  Moody's also believes that any restructuring of the
company's capital structure would likely include a Chapter 11
proceeding.  Riviera, like all casino companies with significant
exposure to the Las Vegas Strip, has experienced weak gaming
demand trends which are likely to continue through 2009.

These ratings were lowered:

  -- Probability of Default Rating to Ca from Caa2

  -- Corporate Family Rating to Ca from Caa2

  -- $225 million term loan due 2014 to Ca (LGD3, 48%) from Caa2
     (LGD3, 48%)

  -- $20 million revolving credit facility expiring 2012 to Ca
     (LGD3, 48%) from Caa2 (LGD3, 48%)

Moody's previous rating action related to Riviera occurred on
March 6, 2009, when the company's ratings were lowered to Caa2 and
placed on review for further possible downgrade.

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  Riviera generates annual net
revenue of approximately $180 million.


RIVIERA HOLDINGS: Nonpayment of Interest Cues S&P's 'D' Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Las Vegas-based Riviera Holdings Corp.
to 'D'.

"The rating actions stem from the company's announcement that it
did not pay the approximately $4 million of accrued interest on
the company's $245 million credit facility," said Standard &
Poor's credit analyst Melissa Long.

A payment default has not occurred relative to the legal
provisions of the credit facility since there is a three-day grace
period to make the payments.  However, S&P considers a default to
have occurred, even if a grace period exists, when the nonpayment
is a function of the borrower being under financial stress --
unless S&P is confident that the payment will be made in full
during the grace period.  Riviera said that it did not plan to pay
the interest due within the grace period.

Riviera has engaged XRoads Solution Group LLC as its financial
advisor.  The company has also entered into discussions with
Wachovia Bank, the administrative agent under the credit facility,
to negotiate a waiver or forbearance with respect to the
anticipated payment default, the anticipated going concern
default, and the notice of default received on Feb. 26, 2009
(regarding Riviera's failure to provide a Deposit Account Control
Agreement from each of the company's depository banks pursuant to
an Oct. 14, 2008 request made by Wachovia to the company).


RIVIERA HOLDINGS: Skips $4MM Interest Payment; May Go Bankrupt
--------------------------------------------------------------
Las Vegas-based Riviera Holdings Corporation did not pay the
approximately $4 million interest due March 30, 2009.

Riviera's current debt consists of a seven-year $225 million term
loan which matures on June 8, 2014 and a $20 million five-year
revolving credit facility.

On February 26, 2009, the Company received a notice of default on
its New Credit Facility from Wachovia Bank, National Association,
the administrative agent.  The notice of default relates to the
Company's New Credit Facility and is the result of the Company's
failure to provide a Deposit Account Control Agreement from each
of the Company's depository banks per a request made by Wachovia
to the Company on October 14, 2008.  The DACA that Wachovia
requested the Company to execute was in a form that the Company
ultimately determined to contain unreasonable terms and conditions
as it would enable Wachovia to access all of the Company's
operating cash and order it to be transferred to a bank account
specified by Wachovia.  The Notice further provides that as a
result of the default, the Company will no longer have the option
to request LIBOR Rate loans.  As a result of losing the
availability of LIBOR Rate loans under the New Credit Facility,
the interest rate on the Term Loan will increase from roughly 7.5%
to 8.5% and the interest rate for the Revolving Credit Facility
will remain the same.

On March 25, 2009, the Company engaged XRoads Solution Group LLC
as financial advisor.  Based on an extensive analysis of its
current and projected liquidity, and with its financial advisor's
input, the Company determined it was in the best interests of the
Company to not pay the accrued $4 million interest on its
$245 million New Credit Facility, which was due March 30, 2009.

The Company's failure to pay interest due on any loan within the
New Credit Facility within a three-day grace period from the due
date is an event of default under the New Credit Facility.  The
Company does not plan to pay the interest due within the three-day
grace period.  As a result of this event of default, the Company's
lenders have the right to seek to charge additional default
interest in the amount of 2% on the Company's outstanding
principal and interest under the credit agreement and
automatically charge additional default interest of 1% on any
overdue amounts under the interest rate swap agreement the Company
entered in conjunction with the New Credit Facility.  The default
rates are in addition to the interest rates that would otherwise
be applicable under the Credit Agreement and Swap Agreement.  The
Company believes that the Company's lenders will seek to apply
these higher default interest rates as a result of the Company's
failure to make the interest payment due on March 30, 2009.

The Company has entered into discussions with Wachovia to
negotiate a waiver or forbearance regarding the Notice and the
anticipated payment default and an anticipated going concern
default.  If the Company is not successful in negotiating a waiver
or forbearance agreement with the Company's lenders regarding the
Notice and the anticipated payment and going concern defaults,
Wachovia and the lenders under the New Credit Facility would have
the ability to:

   i) accelerate repayment of all amounts outstanding under the
       New Credit Facility ($227.5 million at December 31, 2008);

  ii) commence foreclosure on some or all of the Company's assets
      securing the outstanding balance under the New Credit
      Facility; or

iii) exercise other rights and remedies granted under the New
      Credit Facility as may be available pursuant to applicable
      law.

In addition, under the interest rate swap agreement, Wachovia can
terminate the interest rate swap agreement and accelerate
repayment of the amount outstanding under that agreement --
$30.2 million at December 31, 2008.

If the New Credit Facility and interest rate swap indebtedness
were to be accelerated, the Company would be required to refinance
or restructure the payments on that debt.  The Company cannot
assure that it would be successful in completing a refinancing or
consensual out-of-court restructuring, if necessary.  If it were
unable to do so, it would likely be compelled to seek protection
under Chapter 11 of the U. S. Bankruptcy Code.

The Company's independent registered public accounting firm has
included an explanatory paragraph that expresses substantial doubt
as to the Company's ability to continue as a going concern in
their audit report contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 2008 filed with the
Securities Exchange Commissions.

William L. Westerman, Chairman and CEO of Riviera Holdings
Corporation, said, "The decision not to pay our accrued interest
was both difficult and unpleasant.  We have always prided
ourselves on paying all our obligations on a timely basis.
However, in view of the continuing devastating competitive
pressure on room rates, the rapidly depreciating convention
attendance in the Las Vegas market, and the input of our financial
advisor, we determined it was imperative and in the best interests
of our Company to maximize our liquidity by retaining the funds
that would have been employed to pay the first quarter interest.

"Both our Las Vegas and Black Hawk properties are generating
positive free cash flow and this, combined with our cash balances,
will help insure that we continue to pay all our operating costs
on a timely basis and fund maintenance capital expenditures.
There will be no effect on our team members, vendors and most
importantly, our customers.  Our lenders and the Company are well
aware of the necessity of resolving this situation in an
expeditious manner to preserve the long term viability and value
of the Company.  Our immediate priority is to address our
untenable capital structure with our lenders and Wachovia with the
goal of achieving a solution that either avoids the necessity for
Chapter 11 proceedings or that results in a pre-negotiated plan of
reorganization which would be confirmed through voluntary Chapter
11 proceedings.

"The deteriorating trends in revenue and earnings experienced
during the first three quarters of 2008 continued as evidenced by
our fourth quarter results and accelerated during the first
quarter of 2009.  We expect this situation to continue as long as
competitors in the Las Vegas market follow a strategy of
sacrificing ADR to maximize room occupancy and the decline in
convention business is unabated.  In spite of this pessimistic
outlook, we are confident that we will maintain sufficient cash
flow to meet our operating obligations and maintain our
properties.  We expect to emerge through a restructuring with a
capital structure which will enable the Company not only to
survive, but to grow as the economy recovers and the competitive
situation in Las Vegas returns to a more rational environment."

Las Vegas-based Riviera Holdings Corporation (NYSE Amex: RIV) owns
and operates the Riviera Hotel and Casino on the Las Vegas Strip
and the Riviera Black Hawk Casino in Black Hawk, Colorado.


RPM SOLUTIONS: Back On Track and Now Able to Make Payments
----------------------------------------------------------
RPM Solutions Inc.'s owner and president, Jeffrey N. Caldwell,
said that the Company is back on track and that it is able to make
payments, Ben Sutherly at Dayton Daily News reports.

According to Dayton Daily, RPM Solutions has been reorganizing
under Chapter 11 protection since December 2008.  RPM Solutions
reported in January 2009 that it had $136,000 in personal property
assets and $1.99 million in liabilities.  On March 16, 2009, a
fourth store in leased space at 4864 Airway Road in Dayton closed
to make way for a Tim Hortons restaurant, the report states,
citing Mr. Caldwell, who hopes to open another store near the
Dayton Mall this year.

Mr. Caldwell, Dayton Daily relates, said that a fire destroyed the
Fricker's restaurant on Springboro Pike in September 2008, hurting
his business by 35%.  According to the report, Mr. Caldwell said
that his business has suffered from being in an "economically
depressed" area.

Dayton, Ohio-based RPM Solutions Inc. is engaged in the general
auto repair business.  The Company has three local Precision Tune
Auto Care franchises.

The Company filed for Chapter 11 bankruptcy protection on December
22, 2008 (Bankr. S.D. Ohio Case No. 08-36529).  Anne M. Frayne,
Esq., who has an office at 18 West First Street, assists the
Company in its restructuring effort.  The Company listed $100,001
to $500,000 in assets and $1,000,001 to $10,000,000 in debts.


SARATOGA RESOURCES: Files for Chapter 11, In Talks for DIP Funding
------------------------------------------------------------------
Saratoga Resources, Inc., and certain operating subsidiaries filed
on March 31, 2009, voluntary Chapter 11 petitions in the U.S.
Bankruptcy Court for the Western District of Louisiana in
Lafayette, Louisiana.

Saratoga and its subsidiaries will continue to operate their
businesses and manage their properties as debtors in possession.
While Saratoga believes it has sufficient cash to operate its
businesses in the immediate term, the company is also in
discussions with its senior secured lender for new, debtor-in-
possession financing to supplement existing working capital.  As
of March 31, 2009, the company had cash of roughly $4.718 million.

The bankruptcy filings follow the aftermath of Hurricanes Ike and
Gustav in the fall of 2008 and the unprecedented decline in oil
and gas prices which, together, resulted in lower than projected
revenues and profitability and a notice of default from Saratoga's
secured lenders for alleged noncompliance with certain covenants
in Saratoga's credit agreements.  Management has sought, without
success, an amicable resolution and forbearance in order to cure
the alleged covenant defaults and to access available credit under
its revolving credit facility to continue pursuit of its ongoing
drilling, workover and recompletion program.  Despite management's
efforts, management and the company's board determined that a
bankruptcy court reorganization would offer the best means of
addressing the company's existing debt structure and realizing the
long term anticipated benefits of Saratoga's drilling, workover
and recompletion program.

"Although we have made great progress in increasing our reserves
and daily production and are actively pursuing cost reduction
efforts to offset the effects of reduced oil and gas prices and
assure future compliance with all applicable covenants, the
restriction on access to available credit under our revolving debt
facility has impaired our ability to continue our development
program and to achieve compliance with covenants going forward,"
stated Thomas F. Cooke, Saratoga's Chairman and Chief Executive
Officer.

"We will use the Chapter 11 process to resolve issues with our
lenders and to develop our holdings, continue to grow our
production and revenues and reduce our operating expenses pending
resolution of issues with our lenders," Mr. Cooke said.  "Since
acquisition of the Harvest companies in July 2008, Saratoga's
ongoing development program has increased proved reserves from
67.3 billion cubic feet of gas equivalent (Bcfe) at year-end 2007
to 76.7 Bcfe at year-end 2008.  Taking into account 2008 net
production of 7.0 Bcfe, we have added 16.4 Bcfe of proved reserves
during the year, a 24% increase over 2007.  Net daily production
has increased from an average of 2,359 barrels of oil equivalent
per day (Boepd) in July 2008 to in excess of 3,300 Boepd for the
week ended March 27, 2009, a 40% increase in production.  We have
targeted completion of our GPLD A-191 well in Grand Bay Field and
more than fifteen attractive workover and recompletion prospects
that we believe will continue the trend of increases in daily
production and proven reserves.

"We appreciate the support of our employees, vendors, business
associates and stockholders.  We want to assure them that we will
continue doing business while we complete the processes before us
and expect that a vast majority of our suppliers, vendors and
business associates will see no disruption in our business.  We
believe that our long-term prospects are solid, that we have
substantial untapped reserves and that our development program
will continue to add to our daily production increases.  The
process we have undertaken will better allow us to realize the
full value of our properties for the benefit of both our creditors
and our stockholders and position us to benefit from what we
expect is an inevitable recovery in oil and gas prices."

Saratoga expects to file its Annual Report on Form 10-K on or
before April 15, 2009, and intends to file its monthly reports to
the bankruptcy court under Form 8-K.

Saratoga is being advised by its legal counsel, Adams & Reese LLP;
its investment banker, Pritchard Capital Partners LLC; and its
financial advisor, Ambrose Consulting LLC.

Saratoga Resources, Inc. is an independent exploration and
production company with offices in Austin and Houston, in Texas,
and Covington, Louisiana.  Saratoga engages in the acquisition and
development of oil and gas producing properties that allow the
company to grow through low-risk development and risk-managed
exploration.  Saratoga currently operates properties in Texas and
Louisiana with principal holdings covering approximately 30,000
net acres located in the state waters offshore Louisiana.


SEEQPOD: Files for Chapter 11 Bankruptcy Protection in California
-----------------------------------------------------------------
Robin Wauters at TechCrunch.com reports that SeeqPod has filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court of
the Northern District of California.

According to TechCrunch.com, SeeqPod has raised $7 million in
venture capital to date from undisclosed investors, which the
Company is evidently doing out of fear about the outcome of the
multibillion dollar lawsuits filed by music labels like Warner
Music, Capitol Records, and EMI against the Company.
TechCrunch.com states that SeeqPod has developed interesting and
powerful technology that can quickly crawl the Web for playable
media like MP3s, slideshow presentations, and videos and allow
users to play it on-site.  The report says that the crawling
engine can pick up pirated music files from across the Web too,
and encouraged many third-party services to use the engine as the
basis of their online offerings.

TechCrunch.com reports that SeeqPod has started selling its source
code to developers for $5,000 in the hopes of creating a legion of
'mini-SeeqPods' which could prove difficult for the music labels
to kill one by one.  TechCrunch.com states that it's yet unclear
if that strategy has paid off.

SeeqPod is a "playable media" search service that many music sites
use as the foundation for their core offering.


SEMGROUP LP: To Wind Down Portion of Asphalt Unit Left by SGLP
--------------------------------------------------------------
Steven Church of Bloomberg reports that SemGroup, L.P. will shut
its asphalt subsidiary and fire the remaining employees after
dividing the unit's assets with its publicly traded affiliate
SemGroup Energy Partners L.P.

Bloomberg reported that SemGroup Chief Executive Officer Terrence
Ronan, in a memo to employees, said the Company failed to find a
buyer for the pieces of its SemMaterials unit that won't be
transferred to SemGroup Energy.  And he added, "The only
financially reasonable course of action is to begin the orderly
wind-down of SemMaterials".

Bloomberg notes that SemGroup LP, which filed for bankruptcy
July 22, shared employees and other resources with publicly traded
SemGroup Energy, according to court documents. Earlier, the
company won court permission to split its asphalt assets, sending
some workers to SemGroup Energy.

According to the report, company spokesman Tom Becker said the
company hasn't yet determined how many of the 551 SemMaterials
workers will be transferred to SemGroup Energy and how many will
be fired.  SemGroup employs 1,962 people, said Bloomberg.

Also, the report points out that SemGroup asked U.S. Bankruptcy
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware for more time to develop a reorganization
plan.  The Company's exclusive right to file a plan was scheduled
to end March 19 but was automatically extended until Judge Shannon
has a chance to rule, the company said in a court filing.

As reported by the Troubled Company Reporter on March 17, SemGroup
L.P. received approval from the Bankruptcy Court of its settlement
with SemGroup Energy Partners.

The Company, according to Bloomberg's Bill Rochelle, said that the
settlement alleviates the need for selling the remaining
businesses and will enable an emergence from Chapter 11 as a
public company.  According to Bill Rochelle, since SemGroup L.P.
was unable to find a buyer for its liquid asphalt business, it
will be turned over to SemGroup Energy along with 355,000 barrels
of crude.  He added that in return, the public company will
transfer crude oil storage assets in Kansas to SemGroup LP.  In
total, SemGroup Energy and an affiliate will have $55 million in
unsecured claims against SemGroup LP.  Each party will release
claims against one another.

Tulsa World reported that SemGroup LP CEO Terry Ronan told
employees March 9 that the Company could emerge from bankruptcy
later this year as a publicly traded entity focused on its crude
oil storage and distribution unit.  SemGroup, according to the
report, said it plans to separate its assets and operations now
connected to the public subsidiary SGLP and continue the sell-off
of assets that began with the SemMaterials asphalt unit.

As reported by the TCR on March 2, SemMaterials, L.P. sought
approval from the Bankruptcy Court of (i) a February 23 auction
and sale of all or substantially all of its assets, or in the
alternative, (ii) a winding-down of SemMaterials and the rejection
of a terminalling agreement with non-debtor affiliate SemGroup
Energy Partners Bloomberg reported that lawyers of SemGroup and
New York investor John A. Catsimatidis confirmed that Mr.
Catsimatidis submitted a bid for the asphalt products business,
but failed to arrange financing on time.  Mr. Catsimatidis owns
five of nine seats on SemGroup's management committee, but has
feuded with SemGroup's managers and lawyers over his effort to
take charge of the company's restructuring.

                       Relationship with SGLP

SemGroup and its affiliates said that prior to their bankruptcy
filing, they entered into four complex transactions with SemGroup
Energy Partners whereby the Debtors sold various assets to SGLP
and certain of its affiliates.  In connection with these asset
sales, the parties also entered into several services agreements.
These transactions culminated in a situation where operations of
the physical assets of the Debtors and SGLP became inextricably
intertwined.

Since the bankruptcy filing, several disputes have arisen with
respect to the asset sales and the services agreements, including,
but not limited to, the ownership of various assets, the amounts
of prepetition claims owed under the services agreements, and the
amounts of potential rejection damages associated with the
services agreements.  In addition, these issues have hampered the
Debtors' efforts to sell their assets, including the SemMaterials
assets, which SGLP filed an objection to.  In an effort to resolve
the disputes between the parties -- including SGLP's objection to
sell SemMaterials or, absent a buyer, terminate their terminalling
agreement -- the parties engaged in arms' length negotiations and
reached the compromise and settlement

A copy of the Term Sheet reached by the parties is available for
free at http://bankrupt.com/misc/SemGroup_SGLP_TermSheet.pdf

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SENSATA TECHNOLOGIES: S&P Downgrades Corp. Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Sensata Technologies B.V., a manufacturer of
sensors and controls, to 'SD' (selective default) from 'CC'.  S&P
also lowered the issue-level rating on the affected senior
unsecured and subordinated notes to 'D' from 'C'.  Sensata's
senior secured debt remains on CreditWatch with negative
implications pending S&P's subsequent review of the corporate
credit rating on the company.  If the eventual corporate credit
rating is lower than 'CCC+', S&P would lower these issue-level
ratings.

The downgrade follows the company's announcement that it completed
a tender offer for its various notes with approximately $168
million aggregate principal amount purchased.  "As S&P noted when
S&P lowered the ratings to 'CC', S&P considers the offer a
distressed exchange and, as such, tantamount to a default.  The
rating actions reflect effective completion of the tender offer,"
said Standard & Poor's credit analyst Dan Picciotto.

S&P will continue to rate Sensata and it is its preliminary
expectation that the new corporate credit rating is likely to be
in the 'CCC' category, depending on S&P's assessment of the
company's new capital structure and liquidity profile.


SILGAN HOLDINGS: S&P Gives Positive Outlook; Keeps 'BB+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Silgan Holdings Inc. to positive from stable,
reflecting the company's progress toward improving its financial
profile.  In addition, Standard & Poor's affirmed all its ratings
on the Stamford, Connecticut-based company, including the 'BB+'
corporate credit rating.

"The outlook revision incorporates Silgan's strengthening
financial profile supported by improved earnings and solid free
cash generation," said Standard & Poor's credit analyst Liley
Mehta.  Accordingly, the ratio of funds from operations to total
debt (adjusted for capitalized operating leases and unfunded
postretirement obligations) improved to 27% at Dec. 31, 2008, from
20% for the corresponding period of the prior year.  S&P expects
credit measures to maintain a gradually improving trend in the
near term, and the company to continue to reduce debt, in the
absence of acquisitions.  Ratings incorporate the expectation that
management will maintain a disciplined approach to acquisitions to
support Silgan's growth strategy, in a manner that preserves
credit quality.

The ratings on Silgan reflect its satisfactory business position
as a major North American producer of rigid consumer goods
packaging, its fairly steady earnings and free cash flow
generation, and its demonstrated ability to maintain (or quickly
return to) a capital structure consistent with the rating despite
periodic acquisitions.  These attributes are offset by somewhat
aggressive financial policies and other risks associated with the
company's strategy of growth via acquisitions.


SILICON GRAPHICS: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Silicon Graphics, Inc.
        dba Silicon Graphics Computer Systems
        aka SGI, Inc.
        aka SGI
        1140 East Arques Avenue
        Sunnyvale, CA 94085

Bankruptcy Case No.: 09-11701

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Silicon Graphics of Manhattan, Inc.                09-11700
Silicon Graphics, Inc.                             09-11701
Silicon Graphics Federal, Inc.                     09-11702
Cray Research, L.L.C.                              09-11703
Silicon Graphics Real Estate, Inc.                 09-11704
Silicon Graphics World Trade Corporation           09-11705
Silicon Studio, Inc.                               09-11706
Cray Research America Latina Ltd.                  09-11707
Cray Research Eastern Europe Ltd.                  09-11708
Cray Research India Ltd.                           09-11709
Cray Research International, Inc.                  09-11710
Cray Financial Corporation                         09-11711
Cray Asia/Pacific, Inc.                            09-11712
ParaGraph International, Inc.                      09-11713
WTI Development, Inc.                              09-11714

Type of Business: The Debtors deliver an array of server,
                   visualization, and storage software.

                   This is the second bankruptcy filing for
                   Silicon Graphics.

                   The Debtors first filed for Chapter 11 on
                   May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-
                   10977 through 06-10990).  Gary Holtzer, Esq.,
                   and Shai Y. Waisman, Esq., at Weil Gotshal &
                   Manges LLP, represent the Debtors in their
                   restructuring efforts.  The Court confirmed
                   the Debtors' Plan of Reorganization on
                   Sept. 19, 2006.  When the Debtors filed for
                   protection from their creditors, they listed
                   total assets of $369,416,815 and total debts
                   of $664,268,602.

                   See http://www.sgi.com/

Chapter 11 Petition Date: April 1, 2009

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Mark R. Somerstein, Esq.
                  mark.somerstein@ropesgray.com
                  Ropes & Gray LLP
                  1211 Avenue of the Americas
                  New York, NY 10036-8704
                  Tel: (212) 596-9000
                  Fax: (212) 596-9090

Corporate Counsel: Davis Polk & Wardell

Restructuring Advisor: AlixPartners LLC

Financial Advisor: Houlihan Lokey Howard & Zukin Capital, Inc.

Claims and Noticing Agent: Donlin, Recano & Company, Inc.

The Debtors' financial condition as of 2008:

Total Assets: $390,462,000

Total Debts: $526,548,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Voltaire Incorporated          Trade Debt        $1,861,530
6 Fortune Drive, Suite 301
Billerica, MA 1821
Attn: Mary Beth Vassallo
Tel: (978) 439-5400
Fax: (978) 439-5401

Intel Americas Incorporated    Trade Debt        $1,711,915
2200 Mission College Blvd.
Santa Clara, CA 95054-1549
Attn: David Gee
Tel: (262) 968-5596

Morgan Lewis & Bockius         Trade Debt        $905,402
1701 Market Street
Philadelphia, PA 19103-2921
Attn: Thomas M. Kocher,
Director of Collections
Tel: (215) 963-5770
Fax: (215) 963-5001

Qimonda North America          Trade Debt        $893,176
2540 North First Street
San Jose, CA 95131
Attn: Tom Trill
Tel: (408) 501-7137
Tel: (408) 501-2444

Benchmark Electronics          Trade Debt        $775,918
Incorporated
3000 Technology Drive
Angleton, TX 77515
Attn: Kathy Eides
Tel: (979) 849-6550
Fax: (979) 848-5270

Tektronix Incorporated         Trade Debt        $601,580
14200 SW Karl Braun Drive
P.O. Box 500
Beaverton, OR 97077
Attn: Susan Salzman
Tel: (800) 835-9433
Fax: (503) 627-5359

Arrow Electronics Inc.         Trade Debt        $573,327
50 Marcus Drive
Melville, NY 11747
Attn: Mike Clausan
Tel: (631) 847-2000
Fax: (631) 847-2222

Spectra Logic Corporation      Trade Debt        $518,244
1700 North 55th Street
Boulder, CO 80301
Attn: Yang Ponemany
Tel: (303) 449-6400
Fax: (303) 939-8844

Key Equipment Finance          Trade Debt        $374,346

LSI Corporation                Trade Debt        $307,643

IBM                            Trade Debt        $285,937

Datadirect Networks            Trade Debt        $270,400

Nortel Government Solutions    Trade Debt        $260,624
Incorporated

Synopsys Incorporated          Trade Debt        $232,000

Group Health Cooperative of    Trade Debt        $203,204
Eau Claire

Supermicro Computer            Trade Debt        $166,252
Incorporated

Metlife                        Trade Debt        $163,939

Christensen Holdings LP        Trade Debt        $162,309

BPG Grand Oak Investors LLC    Trade Debt        $139,926

Quantum                        Trade Debt        $128,490

Cine-Tal Systems Incorporated  Trade Debt        $116,316

Trident Computer Resources     Trade Debt        $116,239
Incorporated

Arbyte Corporation             Trade Debt        $104,601

Equipment Management           Trade Debt        $104,224
Technology Incorporated

McGladrey and Pullen LLP       Trade Debt        $100,000

Mellanox Technologies          Trade Debt        $99,900

QWEST Communications           Trade Debt        $96,234
Company LLC

DET Logistics (USA)            Trade Debt        $94,022
Corporation

Magnus Incorporated            Trade Debt        $86,860

Willis of Texas Incorporated   Trade Debt        $85,042

Software Solutions             Trade Debt        $79,123

Graphtech Computer Systems     Trade Debt        $74,324
LTD

Cooley Godward LLP             Trade Debt        $73,592

Alvarez and Marsal Tax and     Trade Debt        $70,173
LLC

Deloitte Tax LLP               Trade Debt        $69,664

Barco Incorporated             Trade Debt        $67,450

Northern States Power Company  Trade Debt        $65,505

Boxx Technologies Incorporated Trade Debt        $63,786

Harwood International          Trade Debt        $63,523
Corporation

PDSI                           Trade Debt        $59,843

Presagis USA Incorporated      Trade Debt        $59,568

DHL Worldwide Express          Trade Debt        $57,552

Accretive Solutions            Trade Debt        $56,768

Solutions Made Simple          Trade Debt        $56,682
Incorporated

Asset Intertech Incorporated   Trade Debt        $56,000

EMC Corporation                Trade Debt        $53,187

Sierra Greens                  Trade Debt        $51,315

Open Text Incorporated         Trade Debt        $50,000

Securitas Security Services    Trade Debt        $48,826
USA Incorporated

Lytron Incorporated            Trade Debt        $46,900

The petition was signed by Gregory S. Wood, chief financial
officer.


SILICON GRAPHICS: Goes Belly-Up, Sells Biz to Rackable for $25MM
----------------------------------------------------------------
Silicon Graphics, Inc., and certain of its subsidiaries filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code on April 1, 2009, in the United States Bankruptcy
Court for the Southern District of New York.  The Debtors will
continue to operate their business as "debtors-in-possession"
under the jurisdiction of the Court and in accordance with the
applicable provisions of the Bankruptcy Code and orders of the
Court.

On Tuesday, Silicon Graphics entered into an Asset Purchase
Agreement with Rackable Systems, Inc.  Under the agreement,
Rackable will purchase substantially all the assets, except for
certain excluded assets, of SGI for $25 million, subject to
adjustment in certain circumstances, plus the assumption of
certain liabilities associated with the acquired assets.  The
Asset Purchase Agreement has been approved by the boards of
directors of Rackable and SGI.

Completion of the transaction is subject to a number of closing
conditions, including the approval of the Court.  Subject to such
conditions and uncertainties, the transaction is expected to close
within approximately 60 days.  The assets to be acquired do not
include certain non-core patents, which will be retained by SGI.
It is expected that the net proceeds of the transaction will be
distributed for the benefit of the secured creditors of SGI, and
that SGI stockholders will not receive any proceeds in respect of
the sale.

The bankruptcy filing constitutes an event of default under SGI's
Senior Secured Credit Agreement, dated October 17, 2006, as
amended, with Morgan Stanley Senior Funding, Inc., as
administrative agent and revolving agent, Morgan Stanley & Co.,
Incorporated as collateral agent, and the other Lenders and Credit
Parties thereto and resulted in the acceleration of all amounts
due under the Credit Agreement.  The ability of the creditors to
seek remedies to enforce their rights under the Credit Agreement
is automatically stayed as a result of the filing of Chapter 11
cases, and the creditors' rights of enforcement are subject to the
applicable provisions of the Bankruptcy Code.  The automatic stay
invoked by filing the Chapter 11 cases effectively precludes any
actions against SGI resulting from such acceleration.

As of March 31, 2009, under the Credit Agreement, the total
principal amount of the outstanding obligations under the term
loan was approximately $141.7 million and the total principal
amount of the outstanding obligations under the revolving loan was
approximately $20.7 million.

Rackable says the combined businesses will provide customers with
market leading hardware and software technology within large-scale
x86 cluster computing, HPC, Internet, Cloud Computing, large-scale
data storage environments and visualization platforms across many
verticals and geographies.  This combination is also expected to
result in a stronger global services organization; reaching
commercial, government and scientific sectors on a worldwide
basis.

"The combined company will be positioned to solve the most
demanding business and technology challenges our customers
confront today," said Mark J. Barrenechea, president and CEO of
Rackable Systems.  "In addition, this combination gives us the
potential for significant operational synergies, a strong balance
sheet, and positions the combined company for long-term growth and
profitability."

"We have been working very hard to strengthen our company, and
today, we've taken another big step in that direction," stated
Robert "Bo" Ewald, CEO of Silicon Graphics. "This transaction
represents a compelling opportunity for Silicon Graphics'
customers, partners and employees, who can all benefit from the
emerging stronger company with better technologies, products and
markets reach."

Mr. Barrenechea added, "Together, we believe we will be a much
stronger entity with great products and people offering a
compelling proposition to compete more effectively in, and across,
our collective markets."

It is expected that SGI's business operations will continue during
the pre-closing period. SGI's international operations would be
part of the sale, but would not be part of the bankruptcy process.
Rackable had suspended its program including the repurchase of up
to $40 million of the company's stock.

                      About Rackable Systems

Rackable Systems, Inc. (RACK) -- http://www.rackable.com/--
providese Eco-Logical(TM) servers and storage for medium- to
large-scale data center deployments.  Rackable's products,
available for purchase or lease, are designed to provide benefits
in the areas of density, thermal efficiency, serviceability, power
distribution, data center mobility and remote management.  Founded
in 1999 and based in Fremont, California, Rackable Systems is a
founding member of The Green Grid and serves cloud computing and
services, enterprise software, federal government, digital media,
financial services, oil and gas exploration and HPC customers
worldwide.

                       About Silicon Graphics

Based in Sunnyvale, California, Silicon Graphics, Inc. (SGIC) --
http://www.sgi.com/-- delivers a complete range of high-
performance server and storage solutions along with industry-
leading professional services and support that enable its
customers to overcome the challenges of complex data-intensive
workflows and accelerate breakthrough discoveries, innovation and
information transformation.

Silicon Graphics Inc. reported $390.4 million in total assets and
$526.5 million in total liabilities, resulting in $136.0 million
stockholders' deficit as of December 26, 2008.


SOUTHEASTERN STUD: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Southeastern Stud & Components, Inc.
        4542 Baldwin Ave.
        Montgomery, AL 36108

Bankruptcy Case No.: 09-30765

Chapter 11 Petition Date: March 23, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Debtor's Counsel: James L. Day, Esq.
                  Memory & Day
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  Email: jlday@memorylegal.com

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

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

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

          http://bankrupt.com/misc/almb09-30765.pdf

The petition was signed by Kennon W. Whaley, Sr., chairman of the
Company.


SOUTHLAND CHRYSLER-JEEP: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Southland Chrysler-Jeep, Inc.
        223 Goodman Road East
        Southaven, MS 38671

Bankruptcy Case No.: 09-11452

Chapter 11 Petition Date: March 23, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Russell W. Savory, Esq.
                  Gotten, Wilson, Savory & Beard, PLLC
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Email: russell.savory@gwsblaw.com

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

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

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

The petition was signed by John W. Roy, president of the Company.


SPIRIT FINANCE: S&P Junks Corporate Credit Rating From 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Spirit Finance Corp. to 'CCC' from 'B-'.  At the same
time, S&P lowered its rating on Spirit's $850 million secured term
loan to 'CCC-' from 'CCC+'.  The recovery rating on the facility
is unchanged at '5', which indicates S&P's expectation of a modest
recovery (10% to 30%) in the event of a payment default.  The
outlook remains negative.

"The downgrade reflects our concern that Spirit's already tight
credit ratios could deteriorate due to dilutive asset
dispositions, as well as tenant stress resulting from retail
sector weakness, raising the possibility of a technical default
under its credit agreement," said credit analyst Elizabeth
Campbell.  "In addition, frozen capital markets have made it
difficult for Spirit to refinance and extend its warehouse credit
facility, which has been partially paid down via asset sales."

Retailer stress and unreceptive capital markets continue to weigh
heavily on Spirit's credit metrics and its ability to refinance
near-term obligations.  Heightened tenant defaults in the
company's portfolio would place additional pressure on already
slim coverage metrics and could potentially cause a technical
default.  Upward rating momentum is currently precluded by
Spirit's current high leverage and the challenging economic
environment.  S&P would lower the ratings further if it becomes
clear that Spirit will breach its existing bank loan covenants and
will be unable to receive covenant relief.


STANFORD GROUP: CIO Pedergest-Holt Sues Counsel for Malpractice
---------------------------------------------------------------
Chief investment officer of Stanford Financial Group, Laura
Pendergest-Holt, sued attorney Thomas Sjoblom and his firm,
blaming him for her being wrongfully accused of a crime.

Bloomberg News' Dan Hart reports that according to the Houston
Chronicle, Ms. Pendergest-Holt filed a $20 million suit, accusing
Attorney Sjoblom of legal malpractice and breach of fiduciary duty
by not informing her of her Fifth Amendment rights against self-
incrimination before talking with the U.S. Securities and Exchange
Commission.

Bloomberg said that Houston Chronicle writes citing the lawsuit
filed in federal court in Dallas, Ms. Pendergest-Holt's suit
alleges she was acting for the company and Chairman R. Allen
Stanford, that she had no attorney-client privilege with the
lawyer and that she was not required to testify.

                     About Stanford Group

Stanford Financial Group was a privately held global network of
independent, affiliated financial services companies led by
Chairman and CEO Sir Allen Stanford. The first Stanford Company
was founded by his grandfather, Lodis B. Stanford in 1932.

Stanford's core businesses are private wealth management and
investment banking for institutions and emerging growth companies.

Stanford had over $50 billion in assets under management or
advisement.

The U.S. Securities and Exchange Commission, on February 17, 2009,
charged R. Allen Stanford and three of his companies for
orchestrating a fraudulent, multi-billion dollar investment scheme
centering on an US$8 billion Certificate of Deposit program.
Mr. Stanford's companies include Stanford International Bank,
Stanford Group Company (SGC), and investment adviser Stanford
Capital Management.

The U.S. District Court for the Northern District of Texas
(Dallas) appointed Ralph Janvey as receiver for Stanford Group.


STAR TRIBUNE: Asks Court to Approve Modifications to Typos' CBA
---------------------------------------------------------------
Star Tribune Holdings Corporation and The Star Tribune Company ask
the U.S. Bankruptcy Court for the Southern District of New York
for authorization to enter into certain modifications to the
collective bargaining agreement with the Minnesota Newspaper
Guild/Typographical Union, as embodied in a Letter of Agreement
between Star Tribune and the Typos dated March 25, 2009.

The Typos have consented to and fully support the relief sought by
the Debtors.

The CBA between Star Tribune and the Typos was signed on
January 1, 2000, and is effective through December 31, 2014.  The
CBA sets forth the rates of pay, work rules and working
conditions for Star Tribune's typographical workers, who
are employed in the Debtors' composing, printers and dispatch
businesses.  As of March 20, 2009, the Typos union represents ten
employees.

The LOA provides for, among other things, adjustments to pay, paid
time off policy (PTO) Plan, benefits and voluntary workforce
reductions that the Debtors expect will result in labor cost
savings of approximately $531,000 annually.

Some of the major terms of the LOA are:

  a) Workforce reductions.

     The Star Tribune will provide a seven-day application window
     -- effective beginning on the date on which this Court
     approves this motion -- for a voluntary buyout offer to all
     Typos employees with severance pay and benefits to be paid
     in accordance with the terms of the LOA.  Star Tribune will
     not be required to replace any of the Typos employees.

  b) Market rate wage reductions.

     The LOA provides for wage rate reductions from those set
     forth in the Typos' CBA such that all bargaining unit
     employees' wage rates -- regardless of shift (e.g. day or
     night) or skill set -- are brought down to a single,
     flat hourly rate of $26.00.  The wage rate for employees
     earning below $26.00 per hour remains unchanged.

  c) PTO Plan.

     An allotted PTO Plan will replace the current vacation, sick
     and holiday time off plan.  Under the PTO Plan, all employee
     time off plans are consolidated under a single plan for
     employees to utilize at their discretion.  Unlike under the
     previous vacation program, most unused paid time off will
     not carry over to the following year.  The company will no
     longer provide any other paid time off, aside from its
     short-term disability programs and government-mandated paid
     time off, such as voting and jury duty supplemental pay.

  d) Pension benefits.

     As soon as practicable, the company will withdraw from the
     Typos' pension plan, CWA/ITU Negotiated Pension Plan.  The
     Typos have also agreed to allow the Star Tribune to freeze
     the company-sponsored pension Plan A.  The contemplated Plan
     A freeze aligns with the freezing of the non-contract
     employees' company-sponsored pension Plan O.  The Typos are
     also eligible to participate in the company's 401(k) plan
     under the same terms and conditions applicable to non-
     contract employees.  The Star Tribune may adjust those
     conditions without needing to bargain with the Typos if any
     changes are equally applicable to non-contract employees.

  e) Healthcare benefits.

     The Typos will no longer be in the Star Tribune union
     healthcare plan but will be eligible to join the same health
     and welfare plan currently covering all non-contract
     employees and certain unionized employees.  The Star Tribune
     retains the right to adjust the terms and conditions of such
     coverage without needing to  bargain with the Typos, as long
     as any adjustments, with certain exceptions as set forth in
     the LOA, are equally applicable to non-contract employees.

The Debtors tell the Court that Star Tribune's entry into the LOA
is in the best interests of the Debtors, their estates, their
creditors and other parties in interest, and "represents a
judicious exercise of business judgment well within the standard
of Section 363 of the Bankruptcy Code."

The Debtors tell the Court that they have provided the relevant
underlying documents and agreements to both the advisors to the
statutory committee of unsecured creditors and to the first-lien
lenders.  The Debtors add that they intend to work closely with
the Creditors Committee's and lenders' advisors over the next
several days to assist them in their analysis of the LOA and to
obtain their consent.

A full-text copy of the Letter of Agreement, dated as of
March 25, 2009, is available at:

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

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., James
I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk & Wardwell,
represent the Debtors in their restructuring efforts.  Blackstone
Advisory Services L.P. is the Debtors' financial advisor.  Diana
G. Adams, the U.S. Trustee for Region 2,
selected seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  Scott Cargill, Esq.,
and Sharon L. Levine, Esq., at Lowenstein Sandler PC, represents
the Committee as counsel.  When the Debtors filed for protection
from their creditors, they listed assets and debts between
$100 million and $500 million each.


STAR TRIBUNE: Asks Court to Approve Modifications to Mailers' CBA
-----------------------------------------------------------------
Star Tribune Holdings Corporation and The Star Tribune Company ask
the U.S. Bankruptcy Court for the Southern District of New York
for authorization to enter into cetain modifications to the
collective bargaining agreement with the Minneapolis-St. Paul
Mailers' Union No. 4/Teamsters Local #120, as embodied in a Letter
of Agreement between Star Tribune and the Mailers dated March 26,
2009.

The Mailers have consented to and fully support the relief sought
in this motion.

The CBA between Star Tribune and the Mailers, which was entered
into on June 1, 1998, and subsequently amended, sets forth the
rates of pay, work rules and working  conditions for Star
Tribune's mailers, who perform a range of mailroom-related tasks,
including tagging, wrapping and jogging papers for mailing
machines, as well as preparing lists or wrappers, distributing and
counting and inserting documents.

The LOA provides for, among other things, adjustments to pay,
benefits, work rules and staffing that the Debtors expect will
result in labor cost savings of approximately $3,314,000 annually.
The LOA extends the CBA from its current expiration date of
June 30, 2009, to January 31, 2011.

The significant terms of the LOA are:

   a) Market rate wage adjustments.

      The LOA provides for wage reductions from those set forth
      in the Mailers' CBA. The following table summarizes these
      new rates as compared to the average hourly rate in 2009
      under the CBA:

   Position                Average CBA Rate  New Rate Under LOA
   ----------              ----------------  ------------------
   Foremen                      $28.84             $24.25
   Machinists/Operators         $27.62             $22.25
   Journeymen and               $25.06             $18.00
    Full-Time Mailers
   Part-Time Mailers/Current    $16.62         30% reduction;
    Round Robin (Trainees)                     $12.50 minimum

   b) Workforce reductions.

      The Star Tribune will offer 23 voluntary buyouts to full-
      time employees with severance pay and benefits to be paid
      in accordance with the terms of the LOA.  If fewer than 23
      accept the offer, Star Tribune may layoff full-time
      employees in reverse seniority to achieve 23 buyouts.  If
      more than 23 full-time employees seek buyouts from Star
      Tribune, then such buyouts will be offered on a priority
      basis.  After 23 full-time mailers' positions have been
      eliminated, the Star Tribune will not be required to
      replace any of those positions.

   c) Shifts and scheduling adjustments.

      The Star Tribune, with proper notice, may adjust both the
      number and scheduling of shifts.  In addition, Star Tribune
      may reduce the number of shifts because of a variety of
      factors, including reductions in the number of weekly
      pressruns, daily or Sunday total paid circulation,
      advertising inserts, and mail copies.

   d) Healthcare benefits.

      As soon as practicable, the company will become an Employer
      under the Minnesota Teamsters Health and Welfare Plan.  The
      Plan will provide medical/dental coverage, life insurance
      coverage, disability coverage and retiree medical coverage
      for Mailers who retire after the date on which the company
      joins the Plan.  In the 2009 calendar year under the Plan,
      the full Plan premium for each eligible active employee
      will be $206.70 per week.  In the 2010 and 2011 calendar
      years under the Plan, the amount of premium may increase by
      more than $20 per week.  There will be no withdrawal
      liability for the company.

   e) Paid Time Off.

      The Mailers' current vacation, sick and holiday time off
      plan is replaced by a general, single plan for employees to
      utilize at their discretion.  Under the PTO Plan, the
      amount of allotted paid time off is based on length of
      service and hours worked.  Unlike under the previous
      vacation program, most unused paid time off does not carry
      over to the following year.  The company will no
      longer provide any other paid time off, aside from
      its short-term disability programs and government-mandated
      paid time off, such as voting and jury duty supplemental
      pay.

The Debtors tell the Court that Star Tribune's entry into the LOA
is in the best interests of the Debtors, their estates, their
creditors and other parties in interest, and "represents a
judicious exercise of business judgment well within the standard
of Section 363 of the Bankruptcy Code."

The Debtors tell the Court that they have provided the relevant
underlying documents and agreements to both the advisors to the
statutory committee of unsecured creditors and to the first-lien
lenders.  The Debtors add that they intend to work closely with
the Creditors Committee's and lenders' advisors over the next
several days to assist them in their analysis of the LOA and to
obtain their consent.

A full-text copy of the Letter of Agreement, dated as of
March 26, 2009, is available at:

       http://bankrupt.com/misc/StarTribuneMailers'LOA.pdf

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., James
I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk & Wardwell,
represent the Debtors in their restructuring efforts.  Blackstone
Advisory Services L.P. is the Debtors' financial advisor.  Diana
G. Adams, the U.S. Trustee for Region 2,
selected seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  Scott Cargill, Esq.,
and Sharon L. Levine, Esq., at Lowenstein Sandler PC, represents
the Committee as counsel.  When the Debtors filed for protection
from their creditors, they listed assets and debts between
$100 million and $500 million each.


STEADIVEST LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Steadivest, LLC
        4 Country Place
        Pearl, MS 39208

Bankruptcy Case No.: 09-01013

Chapter 11 Petition Date: March 23, 2009

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Debtor's Counsel: Jeffrey Kyle Tyree, Esq.
        Harris Jernigan & Geno, PPLC
        P.O. Box 3380
        Ridgeland, MS 39158-3380
        Tel: (6001) 427-0048
        Fax: (601) 427-0050
        Email: jktyree@harrisgeno.com

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

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

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

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


THORNBURG MORTGAGE: Throws in Towel; to Liquidate Under Ch 11
-------------------------------------------------------------
Thornburg Mortgage, Inc. said Wednesday that JPMorgan Chase
Funding Inc. (formerly Bear Stearns Investment Products Inc.);
Citigroup Global Markets Limited; Credit Suisse Securities (USA)
LLC; Credit Suisse International; Greenwich Capital Markets, Inc.;
Greenwich Capital Derivatives, Inc.; The Royal Bank of Scotland
plc; and UBS AG have agreed to grant the Company additional
forbearance from demanding payment on deficiency claims under
their various financing agreements through April 30, 2009, or
earlier if certain events occur.

In exchange for the continued forbearance, the Company has agreed
that the remaining Counterparties who have not previously taken
possession of their collateral under their financing agreements
may do so at the Counterparty's discretion and that the price of
such collateral will be determined on a date chosen by the
Counterparty.  The proceeds from the sales will be applied to
reduce the outstanding borrowing amount under the respective
financing and ISDA agreements.

JPM, CSUSA, CSI, GCM, GCD and RBS have indicated that they intend
to take possession of and sell such collateral during the
forbearance period.  Citigroup and UBS have agreed to continue to
forbear on submitting deficiency claims totaling approximately
$394 million and $87 million, respectively, through April 30,
2009, or earlier if certain events occur.

The Company expects that additional substantial deficiency claims
will result as the remaining Counterparties sell their collateral
under their respective financing and ISDA agreements; however they
have agreed to forbear on submitting such claims through April 30,
2009, or earlier if certain events occur.

As a result of the expected and realized deficiency claims, the
Company has also agreed to cooperate with the Counterparties to
transfer the Company's mortgage servicing rights, which were
granted to the Counterparties as security for the Company's
obligations to the Counterparties under their financing
agreements.

As a result of these events, the Company expects to file for
Chapter 11 bankruptcy protection.  The Company also intends to
commence an orderly sale or liquidation of its remaining assets
assisted by Houlihan Lokey Howard & Zukin Capital, Inc. to
maximize any remaining value for its bondholders and creditors.
Once these sales or liquidations are completed, the Company will
discontinue operations.

In addition, the Company will not be able to make the March 31,
2009 interest payment on its Senior Subordinated Notes due 2015.
However, the Company has a 30-day grace period in which to make
such payment before triggering a default under the Senior
Subordinated Notes indenture.  Finally, the Company does not
expect to file its Annual Report on Form 10-K for the year ended
December 31, 2008.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc. and Thornburg Investment Management are
separate and independent legal entities.  Garrett Thornburg is the
Chairman of both firms and together they occupy the Thornburg
Campus, however the businesses of Thornburg Investment Management
are not related to, or affected by, the business of Thornburg
Mortgage, Inc.

                           *     *     *

As of September 30, 2008, Thornburg Mortgage had $26.2 billion in
total assets and $26.6 billion in total liabilities, resulting in
$323.3 million in stockholders' deficit.  The Company posted net
income of $140.0 million for the three months ended, and net loss
of $2.75 billion for the nine months ended, September 30, 2008.

As reported in the Troubled Company Reporter on Dec. 22, 2008,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Thornburg Mortgage Inc. to 'CC' from 'D'.  At the same
time, S&P also raised its rating on Thornburg's senior notes to
'CC' from 'D'.  The outlook is negative.


TRONOX INC: Creditors Ask Court to Dissolve Equity Committee
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Tronox Inc. and
its debtor affiliates asks Judge Allan L. Gropper of the U.S.
Bankruptcy Court for the Southern District of New York to
dissolve the Official Committee of Equity Security Holders
appointed by the U.S. Trustee on March 13, 2009, on the grounds
that the appointment is "an extraordinary remedy" in the Debtors'
Chapter 11 cases.

Brian S. Hermann, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York, relates that in January 29, 2009, the
Debtors and the Creditors' Committee each sent reply letters to
the U.S. Trustee expressing their oppositions to the appointment
of an equity committee.

Mr. Hermann argues that, as indicated in their Letters, the
overwhelming market evidence confirm that the Debtors appear to
be hopelessly insolvent, which circumstance does not warrant the
appointment of an equity committee.  Moreover, he argues that the
Debtors' unliquidated environmental, tort and other contingent
liabilities -- which amounts are unknown -- account for the
insolvency determination and became major factors in the Debtors'
decision to seek Chapter 11 relief.

Mr. Hermann specifies that if the Debtors' cases continue on
their present trajectory, estate recoveries will largely depend
on the success of:

  (i) the asset sale necessitated by Tronox's debtor-in-
      possession credit facility; and

(ii) litigation against third parties, including, most
      prominently, Anadarko Petroleum Corporation, the
      successor-in-interest to Kerr-McGee, over responsibility
      for various of the Debtors' significant legacy
      environmental, tort and retiree liabilities inherited from
      its former parent company, Kerr-McGee.

The Creditors' Committee, Mr. Herman tells the Court, will work
to ensure that the sale procedures contemplated by the DIP
Facility are fair and designed to obtain the highest possible
recovery for the Debtors' estates.  "The best protection for
equity holders in a sale process is not separate representation,
but fair sale procedures designed to obtain the highest value" he
argues.

Mr. Herman adds that the Creditors' Committee is collaborating
with the Debtors in reviewing the documents necessary to pursue
litigation against Anadarko.  In this regard, the Creditors'
Committee is intimately involved in representing the interests of
the Debtors' unsecured creditors and equity holders as being
"fully aligned," he affirms.

Similarly, the Debtors' board of directors, which consists of
shareholders, is a fiduciary not only for the Debtors' creditors
but for their shareholders as well, Mr. Herman notes.  The Board
is incapable of responsibly discharging their duties, as the
insolvency of a company does not absolve the Board of its
fiduciary duty to the shareholders, he asserts, citing In re
Commodities Futures Trading Comm'n. v. Weintraub, 471 U.S. 343,
355 (1985).

Mr. Hermann contends that the benefit of a separate
representation for shareholders, through the Equity Committee, is
outweighed by the cost incurred in its appointment, which need
not be borne by the Debtors' estates.  "Tronox's successful
emergence from bankruptcy is far from certain, and a 100% return
to unsecured creditors, with a surplus to equity, is highly
speculative at best," he maintains.

Mr. Hermann assures the Court that the dissolution of the Equity
Committee will not disenfranchise the equity holders in the
Debtors' cases.  Pursuant to Section 1109(b) of the Bankruptcy
Code, any equity interest holder "has standing to be heard."

Moreover, the equity holders have already formed an unofficial ad
hoc committee that together own or manage more than 8,000,000
shares of common stock in Tronox, which will represent the
interests of equity without the need for an official Equity
Committee, Mr. Herman notes.

The Court will convene a hearing on April 7, 2009, to consider
approval of the Debtors' request.  Objections, if any, must be
filed by April 3.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Equity Panel Seeks Approval of Pillsbury Engagement
---------------------------------------------------------------
The Official Committee of Equity Security Holders of Tronox Inc.
and its debtor affiliates asks Judge Allan L. Gropper of the U.S.
Bankruptcy Court for the Southern District of New York for
authority to retain Pillsbury Winthrop Shaw Pittman LLP as its
bankruptcy counsel, nunc pro tunc to March 13, 2009.

Prior to the Petition Date and continuing through March 13, 2009,
the date the Equity Committee was appointed, Pillsbury has
provided legal services to an ad hoc committee of equity security
holders of the Debtors.  Accordingly, the firm has developed
valuable knowledge of the Debtors' Chapter 11 cases.  Moreover,
the firm has significant experience and expertise in representing
official equity committees in large and complex Chapter 11
reorganizations, and has significant experience and expertise
practicing.

As the Equity Committee's counsel, Pillsbury will:

  (a) provide legal advice with respect to the Equity
      Committee's rights, powers and duties;

  (b) assist, advise and represent the Equity Committee in its
      consultation with the Debtors and the Official Committee
      of Unsecured Creditors in the administration of the
      Debtors' cases;

  (c) assist and represent the Equity Committee in analyzing the
      Debtors' assets and liabilities, investigating the extent
      and validity of liens and participating in and reviewing
      any proposed asset sales or dispositions;

  (d) represent the Equity Committee in any and all matters
      involving disputes or issues with the Debtors, secured
      creditors, the Creditors Committee, and other parties;

  (e) assist and advise the Equity Committee in its examination
      and analysis of the conduct of the Debtors' affairs;

  (f) assist the Equity Committee in the review, analysis,
      negotiation, and formulation of any plans of
      reorganization and accompanying disclosure statement;

  (g) take all necessary action to protect and preserve the
      interests of Tronox equity security holders;

  (h) generally prepare on behalf of the Equity Committee all
      necessary motions, applications, answers, orders, reports
      and papers in support of positions taken by the Equity
      Committee; and

  (i) appear, as appropriate, before the Bankruptcy Court, the
      appellate courts, and other courts to protect the
      interests of the Equity Committee.

Pillsbury professionals will be paid in accordance with these
hourly rates:

  Professional                Position       Hourly Rate
  ------------                --------       -----------
  David Crichlow, Esq.        Partner            $750
  Craig Barbarosh, Esq.       Partner            $745
  Karen Dine, Esq.            Partner            $735
  Robyn Schneider, Esq.       Associate          $660
  Brandon Johnson, Esq.       Associate          $490
  Carrie Altenburg            Paralegal          $265

Pillsbury will also be reimbursed for its reasonable out-of-
pocket expenses.

Karen B. Dine, Esq., a member at Pillsbury Winthrop Shaw Pittman
LLP, discloses in an affidavit that within 90 days of the
Petition Date, her firm has not received any payments from the
Debtors with respect their Chapter 11 cases, including in
relation to Pillsbury's representation of the Ad Hoc Equity
Committee.

Ms. Dine tells the Court that Pillsbury may represent creditors
and other parties-in-interest of the Debtors in matters unrelated
to their Chapter 11 cases.  In this regard, she maintains that
her firm is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.

A list of Pillsbury Winthrop's clients is available for free at:

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

The Court will convene a hearing on April 7, 2009, to consider
approval of the retention application.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Tronox Inc. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York March 30,
2009, its schedules of assets and liabilities, disclosing:

A.   Real Property                                            $0

B.   Personal Property
B.1  Cash on hand                                              0
B.2  Bank Accounts                                             0
B.3  Security Deposit                                          0

B.9  Insurance Policies
      ACE Amer. Ins. Co.                           Undetermined
      Lloyds/Lancashire                            Undetermined
      Lloyds/Arch/Lancashire                       Undetermined
      Various (Quota Share Program)                Undetermined
      Nat'l. Union Fire Ins. (AIG)                 Undetermined
      ACE Amer. Ins. Co.                           Undetermined
      ACE Amer. Ins. Co.                           Undetermined
      Twin City Fire (Hartford)                    Undetermined
      Fed. Ins. Co.                                Undetermined
      Steadfast Ins. Co. (Zurich)                  Undetermined
      Lexington (AIG)                              Undetermined
      Allied World Assurance Co. (AWAC)            Undetermined
      Oil Casualty Ins. Ltd. (OCIL)                Undetermined
      AIG Cat Excess                               Undetermined
      Twin City Fire (Hartford)                    Undetermined
      Zurich Amer. Ins. Co.                        Undetermined
      US Specialty Ins. Co. (HCC)                  Undetermined
      ACE Amer. Ins. Co.                           Undetermined
      Nat'l. Union Fire Ins. Co.                   Undetermined
      Twin City Fire (Hartford)                    Undetermined
      Zurich Amer. Ins. Co.                        Undetermined
      US Specialty Ins. Co. (HCC)                  Undetermined
      St. Paul Mercury Ins. Co.                    Undetermined
      Navigator Ins. Co.                           Undetermined
      Arch Ins. Co.                                Undetermined
      Nat'l Union Fire Ins. Co.                    Undetermined
      Lloyds Synd. & Co.                           Undetermined
      Lloyds Synd.                                 Undetermined
      Worldwide Marine Cargo/One Beacon Ins.       Undetermined
      Lloyds Synd.                                 Undetermined
      Nat'l. Union Fire Ins. (AIG)                 Undetermined

B.12 Interests in IRA, ERISA, Keogh, et al.
      Grantor Trust                                     574,324
      Grantor Trust - LT Beg. Bal.                    3,386,169
      Grantor Trust - LT Provisions                     105,661
      Grantor Trust - LT Payments                    (3,052,648)

B.13 Stock and Interests
      Investment in Tronox Worldwide              1,927,805,308

B.16 Accounts Receivable                              23,364,746

B.21 Other Contingent and Unliquidated Claims
      Pending Litigation - Kerr-McGee Corp.        Undetermined
      Pending Litigation - Tronox LLC, et al.      Undetermined
      Pending Litigation - Tronox Worldwide LLC    Undetermined
      Pending Litigation - Tronox Worldwide LLC    Undetermined
      Pending Litigation - St. Paul Ins.           Undetermined

B.35 Other Personal Property
      Taxes                                             153,839
      General Insurance                               1,033,115

      TOTAL SCHEDULED ASSETS                     $1,953,370,517
      =========================================================

C.   Property Claimed as Exempt                   Not Applicable

D.   Creditors Holding Secured Claims
      ABN AMRO Bank N.V.                           Undetermined
      Credit Suisse Securities (USA) LLC           Undetermined
      IOS Capital                                  Undetermined
      JPMorgan Chase Bank NA                       Undetermined
      Lehman Commercial Paper Inc.                 Undetermined
      Ricoh Corporation                            Undetermined
      Safeco Insurance Company                     Undetermined
      Toyota Motor Credit Corporation              Undetermined

E.   Creditors Holding Unsecured Priority Claims
      Adams, Thomas                                      10,950
      Blake, David Wilson                                10,950
      Brown, Robert                                      10,950
      Bull, Jeffrey                                      10,950
      Corbett, Patrick Stacy                             10,950
      Dean, Richard                                      10,950
      Dolton, Clifford                                   10,950
      Flynn, Harry Eugene                                10,950
      Gibney, Robert Charles                             10,950
      Green, Kelly A.                                    10,950
      Harris, Orlando Charles                            10,950
      Hatmaker, John William                             10,950
      Kahle, Candace                                     10,950
      Krippel, Mark Stephen                              10,950
      Logan, Stewart Michael                             10,950
      Marshall, David Frank                              10,950
      Meadors, Mark                                      10,950
      Mikkelson, Mary                                    10,950
      Miller, William                                    10,950
      Mouland, Ian Mark                                  10,950
      Roberts, Paul                                      10,950
      Romano, John David                                 10,950
      Schramm, Deborah                                   10,950
      Shelden, David John                                10,950
      Stater Frederick Richard                           10,950
      Thomas, Gregory                                    10,950
      Vanlandingham, Mark                                10,950
      Wachnowsky, Stephen T.                             10,950
      Walke, Melody Ann                                  10,950
      Wallace, Natalia G.                                10,950
      Widmann, Roy Keith                                 10,950
      Others                                             82,570

F.  Creditors Holding Unsecured Non-priority Claims
      Tronox Worldwide LLC                          553,005,609
      Others                                       Undetermined

      TOTAL SCHEDULED LIABILITIES                  $553,427,629
      =========================================================

Tronox Inc. also filed its statement of financial affairs.  Gary
Barton, chief restructuring officer of Tronox, reports that the
company generated income from its business operations during the
two years immediately preceding the Petition Date:

  Amount                              Source
  ------                              ------
  $12,252,497                  01/01/2009-01/11/2009
  $819,449,510                 01/01/2008-12/31/2008
  $763,989,376                 01/01/2007-12/31/2007

The Debtor also earned income other than from employment or the
operation of its business during the two years prior to its
bankruptcy filing:

  Amount                              Source
  ------                              ------
  $442,183                     01/01/2009-01/11/2009
  $47,842,247                  01/01/2008-12/31/2008
  $23,260,561                  01/01/2007-12/31/2007

According to Mr. Barton, the Debtor made payments through shares
of stock in undetermined amounts to 13 insiders within one year
to the Petition Date:

  (1) Adams, Thomas W.
  (2) Brown III, Robert Y.
  (3) Corbett, Patrick
  (4) Foster, Michael J.
  (5) Gibney, Robert C.
  (6) Green, Kelly A.
  (7) Hatmaker, John W.
  (8) Krippel, Mark S.
  (9) Logan, Stewart M.
(10) Meadors, Mark S.
(11) Mikkelson, Mary A.
(12) Romano, John D.
(13) Wachnowsky, Stephen T.

Within one year before the Petition Date, the Debtor is or was a
party to pending, active or inactive lawsuits and administrative
proceedings litigated in various courts, a 24-page list of which
is available for free at:

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

In addition, Tronox Inc. is a party to several judicial or
administrative proceedings under environmental law, with respect
to its onsite facilities, a list of which is available for free
at:

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

While the Debtor does not engage in setoffs in the ordinary
course of business, certain creditors owe amounts to the Debtor
and may have valid setoff and recoupment rights with respect to
their asserted amounts.  The Debtor, however, has not reviewed
the validity of any setoff rights, Mr. Barton discloses.

Mr. Barton reports that within six years immediately preceding
the Petition Date, or from November 28, 2005, until present,
Tronox Inc. owns five percent or more of the voting or equity
securities of Tronox Worldwide LLC, which operates as Taxpayer
Identification No. 11-3663540, located at 3301 NW 150th Street,
in Oklahoma City, Oklahoma.

These bookkeepers and accountants kept, or supervised the keeping
of, the Debtor's books of accounts and records within two years
to the Petition Date:

                                            Date of
  Bookkeeper/Accountant                 Rendered Services
  ---------------------                 -----------------
  Ritter, Edward G.                    01/12/2007 - present
  Klvac, David                         01/12/2007 - 06/02/2008
  Mikkelson, Mary                      01/12/2007 - present

As of the Petition Date, Ms. Mikkelson and Mr. Ritter were in
possession of the Debtor's books and records.  Meanwhile, Ernst &
Young has audited the Debtor's books of accounts and records, or
prepared the Debtor's financial statement from January 12, 2007,
until the present.

The Debtor is a public company registered with the Securities and
Exchange Commission.  In the ordinary course, it may have
provided financial information to banks, bond holders, customers,
suppliers, rating agencies and various other interested parties,
Mr. Barton states.

Three shareholders of Tronox, Inc. directly or indirectly own
five percent of the voting securities of the Debtor:

                                       Stock Ownership
  Shareholder                            Percentage
  ----------                           ---------------
  Ahab Capital Management, Inc.             12.51%
  Gallen, Jonathan                          10.23%
  Paulson & Co., Inc.                        7.75%

These directors and officers disclose less than 5% ownership of
Tronox common stock:

  * Adams, Jerome
  * Agdem, Robert D.
  * Birney, David G.
  * Corbett, Patrick
  * Foster, Michael J.
  * Gibney, Robert C.
  * Green, Kelly A.
  * Kinnear, Peter D.
  * Mikkelson, Mary
  * Pittman, Gary L.
  * Richardson, Bradley C.
  * Romano, John D.
  * Wachnowsky, Stephen T.
  * Wanlass, Dennis

Ms. Green was terminated as of January 23, 2009.  Stephen T.
Wachnowsky was no longer connected with the Company as of
March 20, 2009.

Within one year to the Petition Date, these officers and
directors terminated their relationship with the Debtor:

                                                     Termination
  Name               Title                              Date
  ----               -----                          ------------
  Adams, Thomas W.   Chairman of the Board           08/15/2008
                     & Chief Executive Officer

  Brown, Robert Y.   Vice President, Strategic       12/04/2008
                     Planning & Business
                     Services

  Klvac, David J.    Vice President & Controller     06/02/2008

  Meadors, Mark      Vice President, HR              03/06/2008

  Thomas, Gregory    Vice President, Supply Chain    04/30/2008
                     & Strategic Sourcing

  Walke, Melody A.   Treasurer                       06/30/2008

  Adams, Thomas W.   Director                        09/05/2008

Tronox, Inc., has contributing to the Tronox Incorporated Defined
Benefit Pension Plan Trust within six years immediately preceding
the bankruptcy filing.

                       About Tronox Inc.

The Company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Seeks July 12 Extension for Removal of Actions
----------------------------------------------------------
Tronox Inc. and its debtor-affiliates are parties to about 238
prepetition actions pending in various state and federal courts
and expect additional actions to be filed against them during the
pendency of the Chapter 11 cases.

While Section 362(a) of the Bankruptcy Code automatically stays
many, if not all, of the actions pending against the Debtors, the
Debtors are not yet prepared to decide which, if any, Actions it
will seek to remove, Colin M. Adams, Esq., at Kirkland & Ellis
LLP, in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York.

Pursuant to Rule 9006(b) of the Federal Rules of Bankruptcy
Procedures, the Court may extend the period within which the
Debtors may remove actions pending against them before the
Petition Date "for cause . . . at any time in its discretion . .
. if the [request is] made before the expiration of the period
originally prescribed or as extended by a previous [O]rder."

The Debtors' deadline to Remove Actions pursuant to Rule 9027 is
April 12, 2009.

Mr. Adams relates that since the Petition Date, the Debtors have
focused on:

  -- stabilizing their business operations;

  -- obtaining final approval of their postpetition financing
     arrangement;

  -- preparing and filing their schedules of assets and
     liabilities and statements of financial affairs, which is a
     time-consuming undertaking given the Debtors' size,
     complexity, and limited personnel;

  -- responding to the due diligence requests of the Official
     Committee of Unsecured Creditors, the Committee of Equity
     Security Holders and other Tronox stakeholders;

  -- initiating a marketing process to sell substantially all of
     their assets, as required by the their postpetition
     financing;

  -- negotiating with various state and federal government
     agencies, including the United States Environmental
     Protection Agency, regarding a comprehensive approach to
     Their environmental liabilities; and

  -- preparing a complaint against Anadarko Petroleum
     Corporation, as successor-in-interest to Tronox's former
     parent company, Kerr-McGee Corporation, concerning
     claims arising out of Tronox's spin-off from Kerr-McGee
     Corporation in 2006.

As a result, the Debtors are not yet in a position to undertake a
thorough analysis of the Actions or develop a strategy with
respect to whether they should remove certain Actions, Mr. Adams
contends.  Thus, an extension of the Removal Period will afford
them sufficient time to consider adequately whether Removal is
necessary, he asserts.

Mr. Adams assures that the rights of any party to the Actions
will not be prejudiced by a Removal Period Extension because the
Actions will not be proceeding in their courts with respect to
Tronox pursuant to the automatic stay imposed by Section 362(a).
In addition, if the Debtors ultimately seek to remove any Action
pursuant any party to the litigation can seek to have the Action
remanded, he points out.

Against this backdrop, the Debtors ask the Court to extend its
Actions Removal Deadline to the later of:

  (a) July 12, 2009;

  (b) 30 days after the entry of the Court's order terminating
      the Stay with respect to a particular Action sought to be
      removed; or

  (c) with respect to Postpetition Actions, the time periods set
      forth in Rule 9027(a)(3) of the Federal Rules of
      Bankruptcy Procedure.

Judge Allan Gropper will convene a hearing to consider the
Debtors' request on April 7, 2009.

                       About Tronox Inc.

The Company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TROPICANA ENTERTAINMENT: Deadline for Casino Sale Extended
----------------------------------------------------------
Tropicana Entertainment LLC's affiliated casino in Atlantic City,
New Jersey, won an extension until April 30 of the deadline to
sell the property, Christopher Scinta of Bloomberg reports.

Bloomberg says billionaire Carl Icahn and other creditors of
bankrupt Tropicana plan to bid.  The casino, which isn't currently
part of the bankruptcy case, would file for court protection and
then be sold in a court-supervised auction with the creditors'
offer as the lead bid.

According to a transcript provided to Bloomberg News, Commission
Chair Linda M. Kassekert said a draft of the accord shows
"extensive progress had been made in grappling with complicated
and unprecedented contract matters".

Mr. Icahn is among investors who own almost $1.5 billion in
Tropicana mortgages. Report added that the group's proposal
follows the breakdown of a $700 million offer by Cordish Co. The
Baltimore-based real estate company cut its bid amid a decline in
gambling revenue in Atlantic City.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Gets $200.0 Mil. Offer From Carl Icahn
---------------------------------------------------------------
Miriam Marcus at Forbes reports that billionaire and activist
investor Carl Icahn has presented a $200.0 million offer for
Tropicana Entertainment LLC's casino and resort in Atlantic City.

According to Forbes, year-earlier bids were almost $1.0 billion.
The casino, says Forbes, had been operating under a court-
appointed supervisor since its license was rescinded in December
2007.  Forbes states that Tropicana Entertainment lost control of
its Atlanta City property after a $2.1 billion takeover in 2008.

Forbes relates that Mr. Icahn's offer set the minimum bid price
for the casino and resort in a bankruptcy-court auction expected
to be authorized by state casino regulators within two weeks.

Forbes quoted Gary Stein, the retired state Supreme Court Justice,
as saying, "We are pleased the sale process is moving forward and
that we have now reached agreement with the secured lender group
on terms of a minimum credit bid for the Tropicana.  It is my
expectation that this stalking horse bid will generate substantial
interest from multiple bidders, leading to a robust auction that
achieves the highest price possible in light of current conditions
in the gaming industry."

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008 (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TVI CORP: Files for Chapter 11, Secures $19MM DIP Loan From BB&T
---------------------------------------------------------------
Glenn Dale, Maryland-based TVI Corporation and its wholly owned
subsidiaries, CAPA Manufacturing Corp., Safety Tech International,
Inc. and Signature Special Events Services, Inc. have elected to
file Chapter 11 petitions in the U.S. Bankruptcy Court for the
District of Maryland (Greenbelt Division) designed to implement a
corporate restructuring and permanently improve the Company's
capital structure.

The Company intends to implement the restructuring through a plan
of reorganization that the Company intends to file and to seek
Court approval of this plan as soon as possible.  The Company
expects business operations to continue as usual during the
reorganization process and expects to emerge from Chapter 11 later
this year.

As part of this reorganization, the Company has obtained a
commitment for Debtor-In-Possession financing in the amount of $19
million from its senior lender, Branch Banking and Trust Company,
anticipated to be adequate to fund the Company's operations and
position the Company for long-term growth.  The Company expects
funding under the DIP financing to be available within
approximately three days.

Lt. Gen. Harley A. Hughes, USAF (Ret.), President and Chief
Executive Officer, said, "[The] filing is a necessary step toward
resolving the burdens of a debt load and capital structure that
have been negatively affecting the Company for the past 18 months.
The filing is not a reflection on the strength of our operations
or the quality of our products. In fact, we fully expect that our
customers will see no interruptions to product deliveries and our
services during the reorganization process.  Operationally, we
have made and continue to make great progress toward completing
our turnaround plan, even in the current economic downturn. While
the global economic climate is certainly challenging, demand for
our products is increasing. This reorganization will place the
Company on firmer financial ground, which helps assure that we can
meet this demand."

"In light of the discussions with BB&T, and after careful
consideration of all the alternatives, we have concluded that a
court-supervised process will accelerate -- and enable us to
finalize -- the restructuring of our obligations while ensuring
that our current operations continue uninterrupted," added General
Hughes.

General Hughes continued, "Through this process, we will improve
our capital structure and align it with the size of our business
operations. Our innovative suite of products continues to generate
considerable customer interest. We believe that this restructuring
will enable us to unlock the underlying value of our businesses
and achieve the Company's true growth potential."

In conjunction with the filing, the Company filed a variety of
"first day" motions to support its employees and vendors during
the reorganization process.  As part of these motions, the Company
has asked the Court for permission to continue paying employee
wages and salaries and to provide employee benefits without
interruption.  Additionally, during the restructuring process,
vendors and business partners should expect to be paid for post-
filing goods sold and services rendered to the Company in the
ordinary course of business.

The Company has retained Buccino & Associates, Inc. as financial
and restructuring advisor and Duane Morris LLP as legal counsel to
provide professional services in connection with these
restructuring efforts.

                       About TVI Corporation

TVI Corporation -- http://www.tvicorp.com/-- designs,
manufactures and supplies Decontamination, Command and Control,
Airborne Infection Isolation, and Mobile Surge Capacity Shelters,
Systems and Accessories including generators, trailers and water
heaters.  TVI also offers a complete line of NIOSH approved
Powered Air Purifying Respirators, with multiple headpiece and
other filter cartridge options.  TVI products serve a variety of
markets, including the first responder, fire, law enforcement,
healthcare/first receiver, government, military, industrial and
commercial.


TVI CORPORATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: TVI Corporation
        7100 Holladay Tyler Road
        Glenn Dale, MD 20769
        Tel: (301) 352-8800
        Fax: (240) 544-4030

Bankruptcy Case No.: 09-15677

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Safety Tech International, Inc.                    09-15684
Signature Special Event Services, Inc.             09-15686

Type of Business: The Debtors (TVIN) supply military and civilian
                  emergency first responder and first receiver
                  products, personal protection products and
                  quick-erect shelter systems.  These products
                  include powered air-purifying respirators,
                  respiratory filters and quick-erect shelter
                  systems used for decontamination, hospital
                  surge systems and command and control.  The
                  users of these products include military and
                  homeland defense/homeland security customers.

                  See http://www.tvicorp.com/

Chapter 11 Petition Date: April 1, 2009

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Christopher William Mahoney, Esq.
                  cmahoney@duanemorris.com
                  Duane Morris LLP
                  505 9th Street, Suite 1000
                  Washington, DC 20004-2166
                  Tel: (202) 776-7867

Financial Advisors and Consultants: Buccino & Associates, Inc.

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
TA Pelsue Company              A/C Unites for    $118,207
2500 South Tejon Street        TVI tents
Englewood, CO 80110-1128
Tel: (303) 936-7432

Whiteford, Taylor & Preston    patents           $103,258
Seven Saint Paul Street
Baltimore, MD 21202-1626
Tel: (410) 347-8700

Federal Fabrics-Fibers         inflatable        $84,540
Inc.
45 W. Adams Street
Lowell, MA 01851
Tel: (978) 441-3037

Glenn Dale Business Center     landlord          $66,277
LLC

Troutman Sanders LLP           law firm          $57,907

Stegman & Company              CPA firm          $57,783

Reflexite Corp.                patents           $49,860

Aaladin Cleaning Systems       heaters           $48,515

Miles & Stockbridge PC         law firm          $43,480

Altman Group Inc.              corp. proxy fight $41,633

Liberty Mutual Group           audit expense     $40,943

Broadridge                     mail expense      $32,405

King's Eye Inc.                consultant        $32,167

Multiquip Inc.                 vendor            $31,979

Saint-Gobain Performance       equipment         $31,429
Plastics

Hudson Global Resources        consultant        $29,377

Sharon Merrill                 investor relation $26,316

Yellow Transportation          trucking company  $25,689

Kleinfield Kaplan and Becker   SEC Investigation $25,138
LLP

The petition was signed by Harley A. Hughes, president.


UNITED SUBCONTRACTORS: Will File for Chapter 11 Protection
----------------------------------------------------------
United Subcontractors, Inc., will file for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Delaware.

USI has reached an agreement in principle with holders of the
Company's first-lien loan due in 2012 and holders of the Company's
second-lien loans due in 2013 on the terms of a financial
restructuring to reduce the Company's funded indebtedness by $314
million, via a conversion of the bulk of that debt to 100% of the
equity in the Company upon the effective date of the
reorganization plan.

In order to implement the financial restructuring, USI elected to
file for bankruptcy.  The Company and its lenders have developed
the terms for a pre-arranged plan of reorganization, which USI
expects to file shortly.  Under the terms of the plan of
reorganization, all letters of credit will remain in place during
and after the bankruptcy.  The Company believes the filing will
have little impact on its operations and it will look to maintain
"business as usual" during the restructuring process.  USI expects
to emerge from Chapter 11 in the early summer.

The Company's cash on hand, together with the cash generated from
ongoing operations, will be sufficient to fund its normal business
obligations through the financial restructuring under the terms of
a consensual cash collateral agreement with the lenders.

Once completed and approved by the Court, the financial
restructuring will de-leverage the Company's balance sheet by
approximately $314 million, leaving the Company with a healthy
balance sheet and total debt of approximately $22.5 million.

"We are very pleased to have reached an agreement with our lenders
that will enable us to emerge from Chapter 11 with, in essence, a
debt free balance sheet," said Paul Lustig, Chief Executive
Officer of USI.  "This agreement is significant for our customers,
suppliers and employees as we believe it underscores our lenders'
confidence in our ability to position ourselves for continued
profitable growth.  On an operational level, we have a strong
foundation in place with a cash position that is more than
sufficient to run our business during this period.  Our branch
network has a solid reputation and represents the best in their
area of expertise by delivering exceptional quality and
reliability in the local markets they serve.  Thanks to this
operational strength and in light of the progress we have made
with our lenders, we have concluded that a court-supervised
process will accelerate -- and finalize -- our financial
restructuring while helping to ensure that current business
operations continue.  Through this process, we will improve our
capital structure and align it with the size of our current
business operations, thereby helping us to do what we do best --
serve our customers."

USI has also filed a variety of customary motions to support its
employees and suppliers during the restructuring process.  As part
of these motions, the Company has asked the Court for additional
authorizations, including permission to continue paying employee
wages and salaries and to provide employee benefits without
interruption.  In addition, the Company has filed a motion with
the Court requesting permission to pay pre-petition and post-
petition trade creditors.

USI has retained Alvarez & Marsal as financial and restructuring
advisor and Proskauer Rose LLP as legal counsel to provide
professional services in connection with these restructuring
efforts.

                 About United Subcontractors

United Subcontractors, Inc. -- http://www.unitedsub.com/-- is a
privately owned company with approximately 40 branches and 1,600
employees across the country.  Founded in 1998 and based in Edina,
Minnesota, USI is a market leader in the installation of a wide
range of residential and commercial products within the
construction industry.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No. 09-
11152).  Mark K. Thomas, Esq., Paul V. Possinger, Esq., and Peter
J. Young, Esq., at Proskauer Rose LLP assist the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claim agents.  The Debtors listed $50 million to
$100 million in assets and $100 million to $500 million in debts.


VERASUN ENERGY: Closes Sale of 5 Ethanol Plants to Valero
---------------------------------------------------------
VeraSun Energy Corp. closed on the sale of assets to Valero
Renewable Fuels that included five ethanol production facilities
and a development site.  The sale closed at 12:01 a.m. CDT, this
morning.  The facilities are located in Aurora, S.D.; Fort Dodge,
Charles City, and Hartley, Iowa; and Welcome, Minn., and the
development site is in Reynolds, Ind.

VeraSun Energy selected Valero Renewable Fuels as the successful
bidder for seven of its ethanol production facilities and the
development site on March 17, 2009 as part of an auction sale
process.  Valero Renewable Fuels is a subsidiary of Valero Energy
Corporation, North America's largest petroleum refiner and
marketer based in San Antonio, Texas.  Valero purchased the
ethanol production facilities in Aurora, Fort Dodge, Charles City,
Hartley and Welcome, in addition to the Reynolds site, for
$350 million.  This group of assets was part of a "stalking horse"
bid submitted by Valero in early February.

Valero also successfully bid $72 million for the Albert City
facility and $55 million for the Albion facility.  The purchase
price also includes working capital and other certain adjustments.
Closing on the Albert City and Albion facilities is expected in
the coming weeks.

VeraSun also expects to close on the sale of its remaining
facilities in the next several weeks.

                           About Valero

Valero Energy Corporation -- http://www.valero.com/-- is a
Fortune 500 company based in San Antonio, Texas, with roughly
22,000 employees and 2008 revenues of $119 billion.  The company
owns and operates 16 refineries throughout the United States,
Canada and the Caribbean with a combined throughput capacity of
approximately 3 million barrels per day, making it the largest
refiner in North America.  Valero is also one of the nation's
largest retail operators with roughly 5,800 retail and branded
wholesale outlets in the United States, Canada and the Caribbean
under various brand names including Valero, Diamond Shamrock,
Shamrock, Ultramar, and Beacon.

                     About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

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


VINEYARD CHRISTIAN: Court Sets April 30 General Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has set April 30, 2009, as the deadline for creditors and holders
of ownership interests in Vineyard Christian Fellowship of Malibu,
to file proofs of claim against or proofs of interest in the
Debtor's estate.

For claims of governmental units, proofs of claim must be filed:
(a) before 180 days after the date of the order for relief in this
case, or (b) by April 30, 2009, whichever is later.

Claims must be filed on or before the applicable Claims Bar Dates
with:

     United States Bankruptcy Court
     Central District of California Riverside Division
     Clerk of the Court
     21041 Burbank Boulevard
     Woodland Hills, CA 91367-6603

Any questions regarding this notice should be directed to
Debtor's counsel:

     Pachulski Stang Ziehl & Jones LLP
     Attn: Victoria Newmark, Esq.
     10100 Santa Monica Boulevard, 11th Floor
     Los Angeles, California 90067-4100
     Tel: (310) 277-6910
     Fax: (310) 201-0760
     Email: vnewmark@pszjlaw.com

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The company
filed for Chapter 11 protection on Sept. 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.  In its
schedules, the Debtor listed total assets of $34,344,046 and total
debts of $18,670,082.


VINEYARD CHRISTIAN: Stipulation on Use of Cash Collateral Okayed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved on March 20, 2009, the stipulation between Secured
Creditor Marshall Investments Corporation and Vineyard Christian
Fellowship of Malibu, resolving Marshall's motion to have the
Debtor declared a single real estate case and its motion to
dismiss or convert Debtor's case to Chapter 7 for cause.

Marshall also agrees to withdraw its objections to the Debtor's
use of its cash collateral.

As agreed, the Debtor stipulates that the aggregate allowed amount
of the Marshall indebtedness as of the Petition Date is at least
$13,618,309, secured by valid and perfected, first priority liens
upon all or substantially all of the Debtor's property and assets.

The Debtor shall effect the sale of its real property in
conformity with the follwing schedule:

   May 16, 2009   - Bid Deadline
   May 13, 2009   - Auction
   May 15, 2009   - Last day to close a prior prospect
                    transaction
   May 15, 2009   - Bankruptcy Court hearing to approve auction
                    results
   June 15, 2009  - Closing

The foregoing schedule shall be included in any motion for
approval of the bidding procedures.

The Debtor represents that it has been engaged in discussions with
a prospect who is affiliated with an insider of the Debtor who may
be prepared to purchase the real property and lease back a portion
of the real property to the Debtor for approximately 75 years.
Discussions are ongoing.

Marshall also agrees to provide up to $100,000 to fund marketing
expenses for the real property and to fund the special real estate
advisor's minimum fee.  Marshall shall have an allowed
superpriority administrative expense claim pursuant to section
364(c)(1) of the Bankruptcy Code for any DIP Loan advances made by
it.

The Debtor is authorized to use its cash, including any cosh
collateral, consistent with a budget to be agreed upon by the
parties and to pay allowed professional fees and expenses.

As adequate protection and to the extent of any diminution in the
value of its interests in the Collateral resulting from the
Debtor's use of cash collateral, Marshall is granted replacement
liens upon all of the Collateral, subject only to the Carve-Out.
Marshall shall also be granted an allowed superpriority adequate
protection claim to the extent its adequate protection
replacement lien on the Collateral is not adequate to protect it
against the diminution in value of the Collateral.

Malibu, California-based Vineyard Christian Fellowship of Malibu
owns real property in Malibu, California, on which it operates a
multi-purpose office building and recording studio.  The company
filed for Chapter 11 protection on Sept. 12, 2008 (Bankr. C.D.
Calif. Case No. 08-16951).  James Stang, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor as counsel.  In its
schedules, the Debtor listed total assets of $34,344,046 and total
debts of $18,670,082.


VISTEON CORP: May File for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Visteon Corp. said in a filing with the U.S. Securities and
Exchange Commission that it may have to file for Chapter 11
bankruptcy protection.

Detroit Free Press relates that analysts have long expected
Visteon to file for bankruptcy protection.  The British bankruptcy
may not be the last filing from Visteon, Detroit Free Press
states, citing analysts.

As reported by the Troubled Company Reporter on April 1, 2009,
Visteon said that 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.

According to Detroit Free Press, the bankruptcy filing was made
after Visteon posted a steep loss last in 2008, and after the
Company's shares were delisted from the New York Stock Exchange.

Detroit Free Press states that while the news prompted workers at
the supplier's plant in Belfast to hold a protest to demand better
severance package.  Citing KPMG, Detroit Free Press relates that
those plants, since they were spun off from Ford Motor Co. in
2000, haven't reported an annual profit and have been a cash drain
on Visteon.  KPMG, the court-appointed firm that took control of
the plants when Visteon put them into bankruptcy, said in a
statement that Visteon can no longer support the business.
According to Detroit Free Press, about 610 employees will lose
their jobs due to the plant closures.

The Company has obtained temporary waivers of defaults under its
senior secured credit and securitization facilities, and if it is
unable to achieve an acceptable negotiated restructuring with its
lenders and customers, or make such waivers permanent, prior to
their expiration, it may seek reorganization under the U.S.
Bankruptcy Code.

The Company 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 the Ad Hoc Committee,
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.  Any such 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.  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.

Visteon said that while it is still in talks with its lenders, "it
may seek reorganization under U.S. Bankruptcy Code" without a
long-term agreement.

                       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.


VOLT INFORMATION: Fitch Affirms Issuer Default Rating at 'BB'
-------------------------------------------------------------
Fitch Ratings has affirmed Volt Information Sciences, Inc.
ratings:

Volt Information Sciences, Inc.

  -- Issuer Default Rating affirmed at 'BB';

  -- $42 million senior unsecured facility due February 2013
     affirmed at 'BB';

  -- Secured 8.2% $12 million term loan affirmed at 'BBB-'.

Volt Delta Resources, Inc.

  -- IDR affirmed at 'BB';

  -- $75 million senior secured facility due December 2009
     affirmed at 'BBB-'.

The Rating Outlook for all ratings has been revised to Negative
from Stable.

The revision in the Rating Outlook to Negative reflects the
uncertainties posed by the unknown depth and breadth of the
current recession and its effect on Volt's primary line of
business -- the staffing segment.  In the company's first fiscal
quarter of 2009, total net sales declined 14% relative to the
prior year, and Fitch anticipates further year-over-year declines
in 2009.  The effect on Volt has been mitigated by its variable
cost components in its staffing business.  In addition, to manage
through the economic downturn, Volt has been streamlining its
overhead costs and has consolidated certain operations.

Mitigating the effect of declining revenues is the company's
current strong cash position ($135 million of unrestricted cash on
Feb. 1, 2009) and the funds expected to be provided by working
capital as accounts receivable decline.  Additionally, Fitch notes
that even in periods of material declines in staffing business
revenue -- such as in 2001 and 2002 -- the company has generally
maintained a modest level of operating profitability at the bottom
of the cycle through the management of its costs.  In terms of
potential rating action triggers, a downgrade could occur if the
company's operations started burning cash (contrary to its
historical pattern during recessions) and, conversely, the Outlook
could return to Stable if revenue trends were to stabilize and
return to growth.

Volt's existing ratings reflect its ability to historically
maintain adequate liquidity and relatively solid coverage and
leverage metrics through up and down cycles in the economy.  In
addition, the company has moderately diversified its sources of
operating income away from the staffing services segment, largely
through acquisitions in the computer systems area.

Leverage, as measured by total debt-to-EBITDA, was 2.6 times (x)
in 2008.  Volt now reports the amount outstanding on the accounts
receivable securitization program on its balance sheet, and Fitch
includes it in total debt.  At fiscal year-end 2008 and on Feb. 1,
2009, the company had $50 million and $60 million, respectively,
outstanding on the accounts receivable securitization program.

Broader concerns in the long-term view of Volt reflect competition
in the staffing services segment, the exposure of this segment to
the business cycle, and the relatively low margins in the segment.
Its revenue concentration with certain clients, coupled with the
short-term nature of most contracts, is a concern which is
mitigated by Volt's long-term relationship with key clients and
the high-quality nature of these customers.

Fitch will also monitor the company's progress towards addressing
the December 2009 maturity of the $75 million Volt Delta secured
credit facility.  In general, Fitch expects the company to
maintain conservative financial policies.

In September 2008, the company completed the sale of the net
assets of its directory systems and services as well as its North
American Publishing operations to Yellow Page Group.  Volt
received $179 million in pretax cash proceeds from the sale.  The
company has retained a significant portion of the estimated
$115 million to $120 million of after-tax proceeds (taxes on the
gain were paid in the first quarter of 2009) on the balance sheet
to preserve financial flexibility in the current economic and
capital markets environment.

Liquidity is provided by unrestricted cash balances of
$135 million as of February 2009, and the company's $175 million
accounts receivable securitization program that expires in 2013.
The securitization program had $60 million outstanding as of
Feb. 1, 2009.  Additional liquidity is provided by Volt's senior
unsecured $42 million revolving facility ($12 million outstanding
on Feb. 1, 2009) which expires in February 2013 and Volt Delta's
$75 million secured facility due December 2009.  As of Feb. 1,
2009, there was $40.6 million outstanding on the Volt Delta
facility.  The Volt revolving credit facility requires the
maintenance of certain accounts receivable in excess of borrowings
and is guaranteed by eight subsidiaries of the company.  The main
financial covenants include a minimum interest coverage ratio of
4.0x and a maximum debt-to-EBITDA ratio of 3.0x.


W.R. GRACE: Commissioned Study on Dangers of Asbestos in Libby
--------------------------------------------------------------
Amy Linn and Bob Van Voris of Bloomberg reports that according to
evidence in the W.R. Grace & Co.'s criminal trial, the company
commissioned a study in 1976 that showed hamsters exposed to
vermiculite mined in Libby, Montana, developed mesothelioma, a
rare and deadly cancer.

Ten of the 60 hamsters in the study suffered lung tumors and
"extensive" thickening of the lungs, according to a progress
report written by chemist and former company research manager,
Grace Yang.  Bloomberg relates that according to the report, Lung
disease was so pronounced in one hamster, "the animal was choked
to death, since no healthy tissue remained".

According to Ms. Yang, W.R. Grace & Co. commissioned the study,
which it never published, to determine how dangerous its
vermiculite was compared to other companies' asbestos-containing
products.

Ms. Yang, who worked for the company from 1972 until 1995,
testified as a government witness in the trial of Grace, the
bankrupt maker of specialty chemicals and building products, and
five former company executives. Source says they're charged with
conspiring to expose Libby residents to asbestos, which is found
in the local vermiculite.

Moreover, Bloomberg states that the government alleges that Grace
also knew early on that the type of asbestos in Libby's
vermiculite was potentially more dangerous than other commercial
varieties of the mineral.  Libby tremolite, as the strain is
sometimes called, has glass-like microscopic fibers that can
individually penetrate lung tissues, according to one of more than
50 internal company memos shown to the jury.

Ms. Yang's court appearance followed testimony from her onetime
boss, chemist Heyman Duecker, the former director of research for
Grace's construction products division.  The Bloomberg report says
that with their testimony, prosecutors are trying to show that
W.R. Grace and its senior executives knew for years that
vermiculite mined in Libby was hazardous and hid the dangers.

The memos, according to the report which concluded that Libby
tremolite caused cancer and was "quite active" at causing disease
in lab animals, were seen by senior officials, including Jack
Wolter, ex-general manager of the construction products division;
Hary Eschenbach, former director of health and safety; and Mario
Favorito, former Grace legal counsel, according to evidence in the
trial.

All three men are defendants in the case.  According to Bloomberg,
Favorito will be tried separately from the five ex-executives now
on trial. The day-to-day process of the hamster study was carried
out by William Smith, a cancer researcher at Fairleigh Dickinson
University, who was asked to investigate the "relative
carcinogenicity" of Libby asbestos. Ms. Yang's role was to make
the solution the hamsters were injected with, and ensure it
mimicked the type of fibers workers were exposed to in Libby.

Report stressed that Federal prosecutors allege that "hundreds if
not thousands" of people are suffering asbestos-related illnesses
in Libby, where W.R. Grace mined and processed vermiculite ore
from 1963 until it shuttered the mine in 1990, said Bloomberg.


WADENA HOUSING: S&P Corrects Outlook to Stable; Cuts Rating to B
----------------------------------------------------------------
In the media release published earlier, the outlook on Wadena
Housing and Redevelopment Authority (Humphrey Manor East Project),
Minnesota was misstated.  A corrected version follows.

Standard & Poor's Ratings Services lowered its rating on Wadena
Housing and Redevelopment Authority, Minnesota's multifamily
housing revenue bonds (Humphrey Manor East Project) series 1993 to
'B' from 'BB'.  The outlook is stable.

"The downgrade reflects a further decline in debt service coverage
levels to below 1.00x maximum annual debt service and a steep rise
in expenses leading to deterioration in the expense ratio," said
Standard & Poor's credit analyst Renee Berson.

The latest audited financial results for the fiscal year ended
June 30, 2008, indicate that debt service coverage declined to
0.93x from 1.02x in 2007.  According to the unaudited financial
statements through Nov. 30, 2008, the annualized debt service
coverage is expected to improve.

The average net rent is $560 per unit per month for June 2008, up
from $555 in June 2007.  The project received a recent rental
increase in 2008, even though the contract rent was 125% of fair
market rent.  Expenses per unit per year have increased to $3,957
in June 2008, from $3,619 in June 2007.  This increase was mainly
due to an increase administrative expenses, utilities expenses and
general expenses.  The increase in expenses outpaced the increase
in rent leading to worsening of the expense ratio to 54.14%.


WILDGOOD INC.: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Wildgood, Inc.
        4834 New Jesup Highway
        Brunswick, GA 31520

Bankruptcy Case No.: 09-20379

Chapter 11 Petition Date: March 23, 2009

Court: United States Bankruptcy Court
       Southern District of Georgia (Brunswick)

Debtor's Counsel: Robert H. Baer, Esq.
                  Law Office of Robert H. Baer
                  P.O. Box 1792
                  Brunswick, GA 31521
                  Tel: (912) 264-3120
                  Fax: (912) 265-8337
                  Email: robertbaer@bellsouth.net

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/gasb09-20379.pdf

The petition was signed by Hoke Smith Wilder III, President of the
company.


WE PRINT TODAY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: We Print Today, LLC
        66 Summer Street
        Kingston, MA 02364

Bankruptcy Case No.: 09-12396

Chapter 11 Petition Date: March 23, 2009

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

Debtor's Counsel: David B. Madoff, Esq.
                  Madoff & Khoury LLP
                  124 Washington Street - Suite 202
                  Foxboro, MA 02035
                  Tel: (508) 543-0040
                  Fax: (508) 543-0020
                  Email: madoff@mandkllp.com
                  Total Assets: $74,812.78
                  Total Debts: $1,340,687.84

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

             http://bankrupt.com/misc/mab09-12396.pdf

The petition was signed by David J. Struski, Manager of the
company.


WL HOMES: Court Oks Standard Procedures for Undeveloped Land Sale
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved standard bidding procedures for the sale of undeveloped
and partially developed land of WL Homes LLC and its debtor-
affiliates.

Pursuant to the approved bidding procedures, when the Debtors have
entered into a Stalking Horse Agreement, or when the Debtors
determine in their business judgment thet an auction is
appropriate, the Debtors will cause a copy of the Auction notice,
the Bidding Procedures and any Stalking Horse Agreement to be
served upon the Auction Notice Parties at least 20 days prior to
any auction on the property.

Any party-in-interest that objects to the selection of the
Stalking Horse or the proposed Break-Up Fee must file with Court
an objection no later than 5 days after the date of the filing of
the Auction Notice.  If no objection is made, the selection of the
Stalking Horse and the proposed Break-Up Fee shall be deemed
approved by the Court.

Pursuant to the bidding procedures, the Debtors are authorized, in
consultation with the Official Committee of Unsecured Creditors,
to negotiate a reasonable Break-Up Fee with any Stalking Horse.
The payment of the Break-Up Fee shall constitute an allowed
administrative expense claim arising under Sections 503(b) and
507(a)(1) of the Bankruptcy Code.

When the Debtors have designated a Successful Bidder, the Debtors
shall serve copies of the Sale Hearing Notice, the purchase
agreement with the Successful Bidder, and a proposed order
approving the sale of the property on the Auction Notice Parties.

A copy of the approved standard bid procedures is available at:

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

                        About WL Homes LLC

Headquartered in Irvine, California, WL Homes LLC dba John Laing
Homes -- sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed assets
of more than $1 billion, and debts between $500 million and $1
billion.


WL HOMES: Procedures for Payment of Claims from Home Sales Okayed
-----------------------------------------------------------------
WL Homes LLC, et al., have obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to resume the
construction, sale and closing of homes to customers in the
ordinary course of business.  The Court also established
procedures for the payment of claims secured by liens out of the
proceeds of home sales.

The Debtors are also authorized to perform all obligations under
the Contracts and to take any other reasonable actions that may be
necessary to effectuate closings under the Contracts, including to
refund customer deposits or to negotiate modifications to
Contracts consistent with the Debtor's judgment and past
practices.

All sales of homes by the Debtors will be free and clear of all
claims and encumbrances, with liens attaching to the proceeds of
each home sale.

The Debtors stipulate and agree that the properties subject to the
project loans or investments provided by RFC Construction Funding,
LLC, or its predecessors-in-interest or affiliates, to the Debtors
or the non-debtor affiliates, are excluded from the properties
subject to these approved procedures.

The Debtors likewise agree to exclude from the effect of this
order any collateral of the following lenders:

   a) Bank of America, N.A.

   b) Housing Capital Company

   c) Guaranty Bank

   d) Wachovia Bank, National Association

   e) Wells Fargo Bank, N.A.

A full-text copy of the Court's order is available at:

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

                        About WL Homes LLC

Headquartered in Irvine, California, WL Homes LLC dba John Laing
Homes -- sells and builds houses.  The Debtor and five of its
affiliates filed for Chapter 11 protection on February 19, 2009
(Bankr. D. Del. Lead Case No. 09-10571).  Laura Davis Jones, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors' in their restructuring efforts.  When the
Debtors sought protection from their creditors, they listed assets
of more than $1 billion, and debts between $500 million and $1
billion.


WOLF HOLLOW: S&P Affirms 'B' Rating on $260 Mil. Senior Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' rating
on electricity generator Wolf Hollow I L.P.'s first-lien $260
million senior secured bank facility and $30 million working
capital facility.  At the same time, S&P removed the rating on the
senior secured facilities from CreditWatch with negative
implications, where S&P placed it on March 12, 2009.  The
$260 million debt consists of a $156 million term loan
($130 million and a $26 million sub-facility revolver, with $120.7
million outstanding on the $130 million as of Dec. 31, 2008),
along with a $104 million synthetic letter of credit.  The
recovery ratings on the first-lien facilities remain at '1'.

In addition, S&P affirmed the 'CCC+' rating on the $110 million
second-lien term loan and also removed the negative CreditWatch on
the issue.  The recovery rating on the second-lien facilities
remains at '4'.  The outlook on both the first- and second-lien
ratings is negative.

"The CreditWatch removals follow S&P's conclusion that recent
transactions by the project will not materially affect credit
quality," said Standard & Poor's credit analyst Justin Martin.

However, S&P's concerns remain regarding the facility's continued
proximity to its financial covenant debt service coverage ratio of
1.2x, and -- based on actual cash flow coverage -- the ongoing
difficulties in prepaying any significant portion of the first-
lien debt before its 2012 maturity.

In December 2008, Wolf Hollow wrote six heat-rate call options
with its energy manager, Eagle Energy (formerly owned by Lehman
Bros., subsequently acquired by Electricite de France S.A.
(A+/Negative/A-1)).  In aggregate, the options cover 75 MW of
notional capacity for the period June-August of 2011 (after the J.
Aron & Co. option expires).  All premiums were paid in December
and recognized as fourth-quarter revenue, at a price that is
within the range of historical margins that could have otherwise
been earned by this portion of the plant's capacity based on
reasonable operating assumptions.  While S&P typically find such
hedges as credit positives (to the extent they mitigate margin
volatility), in this instance S&P view the monetization of future
cash flows as causing mild credit deterioration because the
fourth-quarter 2008 call option proceeds were essentially a stop-
gap to prevent a covenant violation (and resulting technical
default).  Without this revenue, the plant would have tripped its
DSCR financial covenant of 1.2x.

Somewhat offsetting this deterioration is the small volume sold
relative to the total merchant capacity of 370 MW in 2011.  The
call option represents only 20% of this amount.  Based on the
period 2003-2008 (and ignoring start-related expenses and dispatch
constraints), a plant with a 7.2 million Btu per megawatt-hour
(mmBtu/MWh) heat rate and variable operations and maintenance
costs of $2.95/MWh would have earned 34%-59% of its total revenues
during the June-August period as a result of power demand in the
northern part of the ERCOT region in the summer.  If S&P assume
summer earnings (as a percentage of the total year's earnings)
equal the historical average for this five-year period, then Wolf
Hollow would be foregoing 46% of the revenues for the 75 MW sold
to Eagle Energy for 2011, or slightly more than 2% of total
possible revenues for the 370 MW of capacity for the year.
Foregone revenues will obviously fluctuate depending on actual
prices; this calculation is merely an example of the trade-off,
based on historical values, which underscores S&P's view that the
size and duration of the option are not sufficient to warrant a
downgrade.

In addition to the call options, Wolf Hollow negotiated a lease
agreement with Quicksilver Resources Inc. (B/Negative/--) for
which the project received a one-time January 2009 payment and the
right to receive royalties on any natural gas that Quicksilver may
extract from the ground that pertains to the lease.  Based on
S&P's understanding that lenders' counsel has reviewed the lease
subordination agreement and finds it acceptable and in accordance
with all relevant project documents, S&P's initial concern that
such a lease may violate lien prohibitions has been alleviated.
At the same time, however, given the uncertain nature of any
findings -- combined with the credit quality of Quicksilver -- S&P
does not give credit for any potential future revenues that may
result from this agreement.

The negative outlook on Wolf Hollow reflects S&P's belief that the
plant'sDSCR for the first two quarters of 2009 will be close to
the 1.20x ratio required by the credit agreement.  Although the
plant's total leverage is low for the 'B' rating, the proximity to
a technical default raises the concern that lenders may accelerate
the loans.  If coverage ratios (as calculated by the credit
agreement) reach 1.25x-1.3x within the next four quarters, S&P
will consider raising the rating.  Conversely, if they decline
below 1.20x or liquidity further deteriorates, a downgrade may
result.  In the market context, a sustained decrease in market
heat rates below 9 mmBtu/MWh would also lower the earnings
potential and while increasing the risk of refinancing default.
By the same token, improved availability and operating efficiency
(three to four quarters at a full load heat rate of 7.1 mmBtu/MWh
and no urgent maintenance outages) could resolve the outlook and
put upward pressure on the rating.


* Sued Company Officers Lack Standing to Appeal, Court Rules
------------------------------------------------------------
According to Bloomberg's Bill Rochelle, a panel of the 6th U.S.
Circuit Court of Appeals ruled that when a bankruptcy court
authorized a committee to sue company officers and directors, an
officer at whom the lawsuit is directed doesn't have standing to
appeal the order authorizing the suit.

Someone has the right to appeal only if she or he is a "person
aggrieved." Courts of Appeal generally hold that a target of a
lawsuit for that reason alone is not "aggrieved." All three judges
on the 6th Circuit panel agreed with the general proposition,
Mr. Rochelle relates.

Circuit Judge Cornelia G. Kennedy dissented in part.  One of the
defendants was an officer who has a right of indemnification from
the company in bankruptcy.  Judge Kennedy believes that the
resulting claim against the company made him a creditor who was
"aggrieved" and thus should have been permitted to appeal.

The other two circuit judges, Ronald L. Gilman and R. Guy Cole
Jr., didn't believe that holding a claim for indemnification
should change the result and thus dismissed the appeal for lack of
standing.  Judge Gilman wrote the opinion for the majority.

The case is Moran v. LTV Steel Co., In re LTV Steel Inc.,
06-4580, 6th U.S. Circuit Court of Appeals.


* Joseph Smolinsky Joins Weil Gotshal as Partner
------------------------------------------------
Joseph Smolinsky will join Weil, Gotshal & Manges LLP as a Partner
in its Business Finance & Restructuring practice in the New York
office.

"We are very pleased to have Joseph join us," Weil Gotshal
Chairman Stephen Dannhauser stated.  "His vast experience,
particularly in the representation of creditors, further rounds
out our industry-leading restructuring department."

Mr. Smolinsky has over 20 years experience in bankruptcy law.
Prior to joining Weil Gotshal, he was a partner at Chadbourne &
Parke LLP, where he advised corporations, borrowers, lenders,
investors and creditors on Chapter 11 restructuring cases.  Mr.
Smolinsky has been involved in a number of recent high profile
cases, including TOUSA, Refco, Calpine and Mirant.  He started his
legal career as a judicial clerk for the Honorable Conrad B.
Duberstein, Chief United States Bankruptcy Judge for the Eastern
District of New York.

"Joseph's expertise in complex and high profile Chapter 11
reorganizations and his involvement in structured finance
transactions make him an ideal fit for our team," said Marcia
Goldstein, Chair of Weil Gotshal's Business, Finance &
Restructuring practice.

Mr. Smolinsky is recognized in Chambers USA: The World's Leading
Lawyers for Business 2009 in the field of
Bankruptcy/Restructuring.  A recognized authority in the
bankruptcy arena, he has spoken at various conferences and
seminars and authored numerous articles.

Weil Gotshal's preeminent global Business Finance & Restructuring
Department is consistently recognized as the leading practice by
Chambers & Partners and other highly regarded legal publications.
The largest and most innovative business reorganization practice
in the U.S., Weil Gotshal is called upon by a wide range of
constituencies to resolve the most complex cases.  Serving the
full spectrum of clients -- debtors, creditors, equity holders,
and potential purchasers of troubled companies or their assets --
the Department has had preeminent roles in most major debt
restructurings, both in the United States and Europe.  The firm
has handled the largest bankruptcy and restructuring cases in
history, including Lehman Brothers, Washington Mutual, WorldCom,
and Enron.

                   About Weil, Gotshal & Manges

Weil, Gotshal & Manges -- http://www.weil.com-- is an
international law firm of over 1,300 lawyers, including
approximately 300 partners.  It is headquartered in New York, with
offices in Austin, Beijing, Boston, Budapest, Dallas, Dubai,
Frankfurt, Hong Kong, Houston, London, Miami, Munich, Paris,
Prague, Providence, Shanghai, Silicon Valley, Warsaw, Washington,
D.C. and Wilmington.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Jones, John Winston
   Bankr. S.D. Ala. Case No. 09-11394
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/alsb09-11394p.pdf
         See http://bankrupt.com/misc/alsb09-11394c.pdf

In Re 32nd & Broadway LLC
   Bankr. C.D. Calif. Case No. 09-12552
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/cacb09-12552.pdf

In Re Galicia, Arcelia
   Bankr. C.D. Calif. Case No. 09-13281
      Chapter 11 Petition filed March 25, 2009
         Filed as Pro Se

In Re Bistro Du Soleil
   Bankr. D. Conn. Case No. 09-50534
      Chapter 11 Petition filed March 17, 2009
         See http://bankrupt.com/misc/ctb09-50534.pdf

In Re Carp Building Structures, Inc.
   Bankr. D. Conn. Case No. 09-30713
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/ctb09-30713.pdf

In Re Peterson, Dale H. Jr.
      Peterson, Joanne
   Bankr. M.D. Fla. Case No. 09-05507
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/flmb09-05507.pdf

   In Re Cleanest Office Environment, Inc.
         dba Cleanest Office Environments
      Bankr. M.D. Fla. Case No. 09-05508
         Chapter 11 Petition filed March 25, 2009
            See http://bankrupt.com/misc/flmb09-05508.pdf

In Re Team Frascona, Inc.
      dba Domino's Pizza
   Bankr. M.D. Fla. Case No. 09-05599
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/flmb09-05599.pdf

In Re TS Floors, LLC
      fka TS Floors, Inc.
   Bankr. M.D. Fla. Case No. 09-02243
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/flmb09-02243p.pdf
         See http://bankrupt.com/misc/flmb09-02243c.pdf

   In Re Floor Factory Outlet, LLC
      Bankr. M.D. Fla. Case No. 09-02247
         Chapter 11 Petition filed March 25, 2009
            See http://bankrupt.com/misc/flmb09-02247p.pdf
            See http://bankrupt.com/misc/flmb09-02247c.pdf

In Re Coastal Express, Inc.
   Bankr. W.D. N.C. Case No. 09-10333
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/ncwb09-10333.pdf

In Re Jones, Dustin Michael
      Jones, Karista Kay
   Bankr. E.D. Mich. Case No. 09-31547
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/mieb09-31547p.pdf
         See http://bankrupt.com/misc/mieb09-31547c.pdf

In Re Saint Albans Outreach Day Care Center, Inc.
   Bankr. E.D. N.Y. Case No. 09-42267
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/nyeb09-42267.pdf

In Re Goodeee Management, LLC
      dba Goodeee Motors of Buffalo
   Bankr. W.D. N.Y. Case No. 09-11176
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/nywb09-11176.pdf

In Re Little Kingdom Land, Incorporated
   Bankr. E.D. Pa. Case No. 09-12132
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/paeb09-12132.pdf

In Re Aggie Land Nutrition, Inc.
   Bankr. S.D. Tex. Case No. 09-31927
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/txsb09-31927.pdf

In Re Atlas Investment, Inc.
      dba Waldo's Bar & Grill
   Bankr. W.D. Wash. Case No. 09-12767
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/wawb09-12767.pdf

In Re Patel, Piyush G.
   Bankr. D. Wyo. Case No. 09-20236
      Chapter 11 Petition filed March 25, 2009
         See http://bankrupt.com/misc/wyb09-20236p.pdf
         See http://bankrupt.com/misc/wyb09-20236c.pdf

In Re Knowledge Management Solutions, Inc.
   Bankr. M.D. Ala. Case No. 09-30808
      Chapter 11 Petition filed March 26, 2009
         See http://bankrupt.com/misc/almb09-30808.pdf

In Re Turner Food Systems LLC
   Bankr. N.D. Ala. Case No. 09-01814
      Chapter 11 Petition filed March 26, 2009
         See http://bankrupt.com/misc/alnb09-01814.pdf

In Re Swanson, Thomas Alfred
      Swanson, Karen Knill
   Bankr. C.D. Calif. Case No. 09-12605
      Chapter 11 Petition filed March 26, 2009
         Filed as Pro Se

In Re Christy's On Orange, LLC
   Bankr. D. Conn. Case No. 09-30721
      Chapter 11 Petition filed March 26, 2009
         See http://bankrupt.com/misc/ctb09-30721.pdf

In Re Glades Riverfront Estates, LLC
   Bankr. S.D. Fla. Case No. 09-15271
      Chapter 11 Petition filed March 26, 2009
         See http://bankrupt.com/misc/flsb09-15271.pdf

In Re Chestnut Franklin, LLC
   Bankr. E.D. Pa. Case No. 09-20747
      Chapter 11 Petition filed March 26, 2009
         Filed as Pro Se

In Re Best Communications, Inc.
   Bankr. D. Utah Case No. 09-22807
      Chapter 11 Petition filed March 26, 2009
         See http://bankrupt.com/misc/utb09-22807.pdf

In Re Trading Intl.
   Bankr. D. Utah Case No. 09-22809
      Chapter 11 Petition filed March 26, 2009
         See http://bankrupt.com/misc/utb09-22809.pdf

In Re JK-DK, Inc.
   Bankr. E.D. Wisc. Case No. 09-23699
      Chapter 11 Petition filed March 26, 2009
         See http://bankrupt.com/misc/wieb09-23699.pdf

In Re IXP, Inc.
      aka Industrial X-ray Piping
   Bankr. D. Colo. Case No. 09-15193
      Chapter 11 Petition filed March 27, 2009
         Filed as Pro se

In Re Homes Holding LLC
   Bankr. D. Conn. Case No. 09-20743
      Chapter 11 Petition filed March 27, 2009
         Filed as Pro Se

In Re Miles Away Charter, LLC
   Bankr. D. Md. Case No. 09-15303
      Chapter 11 Petition filed March 27, 2009
         See http://bankrupt.com/misc/mdb09-15303.pdf

In Re Mattera, Michele Peter
      aka Mattera, Mike P.
      aka Mattera, Mike
      aka Mattera, Michele P
      aka Mattera, Michele
   Bankr. E.D. Mich. Case No. 09-49446
      Chapter 11 Petition filed March 27, 2009
         See http://bankrupt.com/misc/mieb09-49446p.pdf
         See http://bankrupt.com/misc/mieb09-49446c.pdf

In Re The Cappuccino Cafe, Inc.
      aka The Cappuccino Cafe
   Bankr. W.D. Mich. Case No. 09-03630
      Chapter 11 Petition filed March 27, 2009
         Filed as Pro Se

In Re Robert, Matthew Brown
   Bankr. D. Nev. Case No. 09-14397
      Chapter 11 Petition filed March 27, 2009
         Filed as Pro Se

In Re Neawanna by the Sea Limited Partnership
   Bankr. D. Ore. Case No. 09-32093
      Chapter 11 Petition filed March 27, 2009
         See http://bankrupt.com/misc/orb09-32093.pdf

In Re Pyramid Landscape LLC
   Bankr. D. Nev. Case No. 09-50856
      Chapter 11 Petition filed March 28, 2009
         See http://bankrupt.com/misc/nvb09-50856.pdf

In Re Pamela Ileen Matthews
      aka Montgomery Inn Bed & Breakfast
   Bankr. E.D. Ky. Case No. 09-50952
      Chapter 11 Petition filed March 29, 2009
         See http://bankrupt.com/misc/kyeb09-50952p.pdf
         See http://bankrupt.com/misc/kyeb09-50952c.pdf

In Re Terry L. Groves Trust, u/a/d 12/20/99
   Bankr. E.D. Mich. Case No. 09-31629
      Chapter 11 Petition filed March 29, 2009
         See http://bankrupt.com/misc/mieb09-31629.pdf

In Re FMC Group Inc.
   Bankr. S.D. N.Y. Case No. 09-35179
      Chapter 11 Petition filed March 29, 2009
         See http://bankrupt.com/misc/nysb09-31579.pdf

In Re Leonador, Mae Baniqued
      Leonador, Ronnie Selga
   Bankr. N.D. Calif. Case No. 09-42503
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/canb09-42503.pdf

In Re L. G. Restaurant Group, LLC
   Bankr. M.D. Fla. Case No. 09-06112
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/flmb09-06112.pdf

In Re Alliance Capital LLC
   Bankr. S.D. Fla. Case No. 09-15680
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/flsb09-15680.pdf

In Re CRR, Inc.
   Bankr. D. Md. Case No. 09-15384
      Chapter 11 Petition filed March 30, 2009
         Filed as Pro Se

In Re Lukowski, Robert S.
      Lukowski, Walleen A.
   Bankr. E.D. Nev. Case No. 09-14562
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/nvb09-14562.pdf

In Re Morton, James Otis Jr.
      Morton, Rebecca Phelps
   Bankr. E.D. N.C. Case No. 09-02599
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/nceb09-02599p.pdf
         See http://bankrupt.com/misc/nceb09-02599c.pdf

In Re Guthartz, Alan Michael
   Bankr. E.D. N.Y. Case No. 09-72103
      Chapter 11 Petition filed March 30, 2009
         Filed as Pro Se

In Re 304 Washington Ave, Inc.
   Bankr. N.D. N.Y. Case No. 09-11053
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/nynb09-11053.pdf

In Re 572-574 Madison, Inc
   Bankr. N.D. N.Y. Case No. 09-11052
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/nynb09-11052.pdf

In Re ES&G Trading Inc.
   Bankr. S.D. N.Y. Case No. 09-11601
      Chapter 11 Petition filed March 30, 2009
         Filed as Pro Se

In Re PG Investment Group
   Bankr. S.D. Tex. Case No. 09-32085
      Chapter 11 Petition filed March 30, 2009
         Filed as Pro Se

In Re Edmondson, William P. Jr.
   Bankr. E.D. Va. Case No. 09-71251
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/vaeb09-71251.pdf

In Re Quinones, Grace C.
   Bankr. E.D. Va. Case No. 09-12365
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/vaeb09-12365.pdf

In Re Hancock, Gordon J.
      Hancock, Jennifer M.
   Bankr. D. Ariz. Case No. 09-06223
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/azb09-06223p.pdf
         See http://bankrupt.com/misc/azb09-06223c.pdf

In Re Remillard, Anthony Peter
      aka Remillard, Tony
   Bankr. M.D. Fla. Case No. 09-06125
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/flmb09-06125.pdf

In Re Moore, Gary W.
   Bankr. C.D. Ill. Case No. 09-90671
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/ilnb09-90671.pdf

In Re Gulf States Staffing and Personnel, LLC
   Bankr. M.D. La. Case No. 09-10414
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/lamb09-10414p.pdf
         See http://bankrupt.com/misc/lamb09-10414c.pdf

In Re Foamco Building Company, LLC
   Bankr. N.D. Miss. Case No. 09-11632
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/msnb09-11632.pdf

In Re Zolkowski, Gregory Stanley
      Zolkowski, Ashley M.
   Bankr. W.D. Mo. Case No. 09-60637
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/mowb09-60637.pdf

In Re Grupo Comunitario Reciclaje Inc. PT
      dba GC Reciclaje Inc. PT
   Bankr. D. P.R. Case No. 09-02497
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/prb09-02497.pdf

In Re Tucker, Jason Eric
      dba Omega Security Safety and Patrol
   Bankr. M.D. Tenn. Case No. 09-03719
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/tnmb09-03719.pdf

In Re Wedekind, Lawrence J.
   Bankr. S.D. Tex. Case No. 09-32057
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/txsb09-32057.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

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 ***