TCR_Public/090403.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, April 3, 2009, Vol. 13, No. 92

                            Headlines


155 EAST: $5.7 Mil. Interest Nonpayment Cues S&P's 'D' Rating
155 EAST: Missed Interest Payment Won't Affect Moody's 'Ca' Rating
24 HOUR: Moody's Affirms Corporate Family Rating at 'B2'
39500 HWY 82: Voluntary Chapter 11 Case Summary
815 2ND STREET: Voluntary Chapter 11 Case Summary

ABITIBIBOWATER INC: Debt Refinancing Plan Cues Annual Report Delay
ABITIBIBOWATER INC: Fairfax, Steelhead Offer Funding for Bowater
ADVANCED MEDICAL: S&P Withdraws 'B+' Corporate Credit Rating
ADVANTAGE RENT-A-CAR: Enterprise Won't Bid Further for Firm
AMERICAN GENERAL: S&P Corrects Counterparty Credit Rating to 'B'

AMERICAN GREETINGS: Moody's Cuts Corporate Family Rating to 'Ba3'
AMERICAN INT'L: Former CEO Says Gov't Rescue Has "Failed"
AMSCAN HOLDINGS: 10K Annual Report Won't Affect S&P's 'B' Rating
ANNAPOLIS STATION: Voluntary Chapter 11 Case Summary
ANTHRACITE CAPITAL: Lenders Extend Waiver to April 15

ASARCO LLC: Gets $6BB in Damages for AMC Fraudulent Conveyance
ATLAS PIPELINE: Williams Venture Won't Affect S&P's 'B' Rating
BALDOR ELECTRIC: Moody's Affirms 'B1' Corporate Family Rating
BANK OF AMERICA: Senior Banker George Young Resigns
BARRINGTON BROADCASTING: Moody's Gives 'Caa1/LD' Default Rating

BATTERSON PARK: Fitch Changes Ratings on Class B Notes to 'C/RR4'
BAUSCH & LOMB: Moody's Gives Negative Outlook; Keeps 'B2' Rating
BEACH HOUSE PROPERTY: Has Plan for Sale to BankFirst
BERNARD L. MADOFF: Customers Want Founder in Ch. 7 Bankruptcy
BI-LO LLC: U.S. Trustee Forms Nine-Member Creditors Committee

BI-LO LLC: May File Schedules and Statements Until June 1
BIG 10 TIRES: Files for Bankruptcy in Wilmington to Reduce Debt
BIG 10 TIRES: Case Summary & 30 Largest Unsecured Creditors
BOSCOV'S INC: To Modify Plan to Save Buyer's Tax Benefits
BOSTON SCIENTIFIC: South Korean Study Won't Move S&P's BB+ Rating

CARE TO PETS: Voluntary Chapter 11 Case Summary
CHAMPION ENTERPRISES: S&P Cuts Corporate Credit Rating to 'CCC-'
CHAMPION HOME: S&P Cuts Corporate Credit Rating to 'CCC-'
CHARTER COMMUNICATIONS: Gets Interim OK to Access $640MM Cash
CHARTER COMMUNICATIONS: Seeks Approval of Kirkland Engagement

CHARTER COMMUNICATIONS: Taps Friend Hudak as Telecom Counsel
CHARTER COMMUNICATIONS: Taps Curtis Mallet-Prevost as Counsel
CHRYSLER LLC: Linamar Discloses Receivables Exposure
CIRCUIT CITY: Authorized to Sell Trademarks to Bell Canada
CITIGROUP INC: 3 Japanese Firms Submit Bids for Nikko Cordial

CMR MORTGAGE II: Case Summary & 18 Largest Unsecured Creditors
CMR MORTGAGE III: Case Summary & 14 Largest Unsecured Creditors
COLONIAL BANCGROUP: Fitch Retains Negative Watch on 'BB' Rating
COLONIAL BANCGROUP: Moody's Cuts Bank Strength Rating to 'E+'
COMMUNITY BANCORP: Delays Filing of 2008 Annual Report

COMMUNITY BANCORP: Defers TruPS Interest Payment, to Merge Units
COMMUNITY BANCORP: Discloses Non-Compliance Under $6.6MM Loan
CONSECO INC: S&P Removes 'CCC' Rating from Negative CreditWatch
COOPER COMPANIES: Moody's Changes Outlook on Ba3 Rating to Stable
COUNTRYWIDE FINANCIAL: Resolves Subprime Lawsuit, To Modify Loans

CRUSADER ENERGY: Proposes to Use Cash, Has No Lenders Consent
CU NATIONAL: Case Summary & 20 Largest Unsecured Creditors
DAVID ZOOK: Voluntary Chapter 11 Case Summary
DEAN NELSON: Voluntary Chapter 11 Case Summary
DELPHI CORP: Auto Panel to Decide on Add'l GM Funding April 30

DELPHI CORP: Proposes May 15 Auction for Suspension and Brake Biz
DELSITE INC: Runs Out of R&D Funding; Files for Chapter 7
DENAR RESTAURANTS: Voluntary Chapter 11 Case Summary
DESTINY PLASTICS: Voluntary Chapter 11 Case Summary
EBRO FOODS: Voluntary Chapter 11 Case Summary

DIAL-A-MATTRESS: Court Okays $550,000 Loan From Sleepy's Unit
DOLLAR GENERAL: S&P Raises Corporate Credit Rating to 'B+'
DREIER LLP: Fortress & Elliot Mgt. Bought $225-Mil. in Phony Notes
DRUG FAIR: Creditors Committee Wants Case Moved to New Jersey
ESP FUNDING: Novation Agreement Won't Affect Moody's Note Ratings

EURAMAX INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'CC'
FELCOR LODGING: S&P Downgrades Rating on Preferred Stock to 'C'
FIDELITY NATIONAL: Fitch Affirms Issuer Default Rating at 'BB+'
FIDELITY NATIONAL: Moody's Comments on Metavante Acquisition
FIDELITY NATIONAL: S&P Affirms 'BB+' Corporate Credit Rating

FLEETWOOD ENTERPRISES: Can Access $80MM BofA Facility on Interim
FLINT HILL TOWER: Voluntary Chapter 11 Case Summary
GENERAL MOTORS: Panel to Decide on More Loans to Delphi Apr. 30
GENERAL MOTORS: Auto Task Force Urged Firm to Consider Bankruptcy
GENERAL MOTORS: European Units May Need More Drastic Govt. Aid

GENERAL MOTORS: Linamar Discloses Receivables Exposure
GENERAL MOTORS: Loan & Security Pact With Gov't Amended
GEORGIA GULF: Moody's Downgrades Ratings on Senior Notes 'C'
GEORGIA GULF: S&P Downgrades Corporate Credit Rating to 'CC'
GHOST TOWN: Owes Around $2.5 Million to More Than 220 Firms

GLIMCHER REALTY: S&P Junks Rating $210 Million of Preferred Stock
GOODY'S LLC: Delaware District Judge Pro-Rates Stub Rent
GOODY'S LLC: Creditors Committee Settles With Secured Lenders
GRAMERCY FISH: Involuntary Chapter 11 Case Summary
GRAY TELEVISION: Moody's Downgrades Corp. Family Rating to 'Caa1'

GULF COAST: Moody's Upgrades Long-Term Rating on Revenue Bonds
HAWAIIAN TELCOM: U.S. Trustee Seeks to Block $15.5 Mil. in Bonuses
HELMAN GROUP: Voluntary Chapter 11 Case Summary
HERITAGE LAND: Files for Chapter 11 Bankruptcy Protection
HOVNANIAN ENTERPRISES: Moody's Assigns 'Caa1/LD' Default Rating

HOVNANIAN ENTERPRISES: S&P Junks Corp. Credit Rating From 'B-'
HUBBARD AUTOMOTIVE: Files for Chapter 11 Bankruptcy Protection
IDEARC INC: Gets Interim OK to Use JPMorgan Cash Collateral
INFOGROUP INC: Macro Sale Won't Affect Moody's 'Ba3' Rating
INTERMET CORP: Reaches Deals with USW, GMP and Non-Union Staff

INTRA-STATE AMERICA: Voluntary Chapter 11 Case Summary
INTROGEN THERAPEUTICS: Wants Plan Filing Deadline Moved to April 7
JC PENNEY: Moody's Downgrades Rating on Senior Notes to 'Ba1'
JOHN BOGGS: Voluntary Chapter 11 Case Summary
KIMBALL HILL: Chapter 11 Plan Declared Effective March 24

LAS VEGAS CASINO LINES: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Authorized to Contribute $15 Million to Bank Unit
LIVE NATION: Ticketmaster Merger Won't Affect Moody's 'B1' Rating
MACY'S INC: Moody's Downgrades Ratings on Senior Notes to 'Ba2'
MAGNA ENTERTAINMENT: Parties Object to Sale & Bidding Procedures

MERUELO MADDUX: Wants Access to Cash Collateral Until December 9
METAVANTE CORP: S&P Puts 'BB' Corporate Rating on Positive Watch
MGM MIRAGE: Colony Capital Mulls Investment in City Center
MICHIGAN PUBLIC: S&P Raises Ratings on 2006 Revenue Bonds to BB+
MIDWAY GAMES: Proposes Revised Key Employee Incentive Plan

MORIN BRICK: Assets Sold to R.J. Finlay; To Restart Plant in April
MORTON INDUSTRIAL: Obtains Temporary Authority for $20-Mil. Loan
MORTON INDUSTRIAL: Proposes Executive Bonus Plan for Credit Bid
NATIONAL MOBILE: Wachovia to Sell Collateral at April 3 Auction
NES RENTALS: Moody's Downgrades Default Rating to 'Caa3'

NEW CENTURY: Trustee Sues KPMG for Negligent Audits & Reviews
NEWPAGE CORP: S&P Changes Outlook to Negative; Affirms 'B' Rating
NORTEL NETWORKS: May Fetch $500 Million for Ethernet Business
NTK HOLDINGS: Moody's Junks Corporate Family Rating From 'B3'
NORTEL NETWORKS: Estimates $375MM Pensions Deficit, to Pay $4.9MM

NUVEEN INVESTMENTS: Decline in Earnings Cue Moody's Junk Rating
NUVEEN INVESTMENTS: S&P Downgrades Counterparty Rating to 'B-'
PACIFIC ENERGY: Meyers Norris Penny Raises Going Concern Doubt
PACIFIC ETHANOL: May Have to File for Bankruptcy Protection
PHILADELPHIA AUTHORITY: S&P Raises Revenue Bond Ratings From BB+

POLAROID CORP: Patriarch Wins Auction; Sale Hearing on Monday
PROSPECT MEDICAL: Moody's Reviews B3 Rating for Likely Downgrade
PRICE TRUCKING: Blames Decline in Cement Demand for Bankruptcy
QMG HOLDINGS: Liquidity Concerns Cue S&P's Junk Corporate Rating
QTC MANAGEMENT: S&P Changes Outlook to Positive; Holds 'B' Rating

QUESTEX MEDI: Liquidity Concerns Cue S&P to Junk Ratings
RHODES COMPANIES: Files Bare-Bones Petition in Las Vegas
RITCHIE CAPITAL: Patriarch Wins Polaroid Auction
SALANDER-O'REILLY: Proprietor Indicted for Securities Fraud
SAYLES PLACE HOMES: Voluntary Chapter 11 Case Summary

SENSATA TECHNOLOGIES: Moody's Changes Default Rating to 'Caa2/LD'
SENSATA TECHNOLOGIES: S&P Raises Corp. Credit Rating to 'CCC+'
SERENA SOFTWARE: S&P Affirms 'B' Corporate Credit Rating
SERVICE DEVELOPMENT GROUP: Voluntary Chapter 11 Case Summary
SHRIMP HUNTERS: Voluntary Chapter 11 Case Summary

SOLSTICE LLC: Authorized to Borrow $1.3-Mil. From Members
SOLSTICE LLC: Selling Luxury Yacht; April 15 Sale Hearing Set
SONIC AUTOMOTIVE: Moody's Downgrades Corp. Family Rating to 'B2'
SOLUTIA INC: Judge Beatty Awards Attys. Fees for PI Claimants
SOLUTIA INC: To Sell Nylon Biz to SK Capital for $54MM Cash

SPIRIT FINANCE: Challenge Liquidity Cues Moody's Junk Rating
STANDARD MOTOR: Offer to Replace Old Debentures Expires April 17
STAR INTERNATIONAL: S&P Raises Ratings on Certificates From 'BB+'
STATION CASINOS: Posts $3.19BB Net Loss in Fourth Quarter 2008
STORABLES INC: Files for Chapter 11 Bankruptcy Protection

SUN-TIMES MEDIA: Receives Approval of All First-Day Motions
TAIPEI FUBON: Will Commence Liquidation of New York Agency
TEXAS PUBLIC: Fitch Downgrades Rating on $99 Mil. Bonds to 'BB+'
THOENE SALES: Voluntary Chapter 11 Case Summary
THORNBURG MORTGAGE: S&P Changes Counterparty Credit Rating to 'D'

TKG ENTERPRISES: Voluntary Chapter 11 Case Summary
TROPICANA ENTERTAINMENT: Begins Solicitation of Votes on Plans
TROPICANA ENTERTAINMENT: Lenders Send $200MM Credit Bid for Casino
UNITED SUBCONTRACTORS: Files Chapter 11 with Pre-Negotiated Plan
UNITED SUBCONTRACTORS: Chapter 11 Filing Cues S&P's 'D' Rating

UNIVERSAL CITY: Refinancing Concerns Cue Moody's Junk Rating
UNIVERSAL CITY: S&P Changes Outlook to Negative; Keeps B+ Rating
VALENTIN TRUCKING: Voluntary Chapter 11 Case Summary
VARIG LOGISTICA: Wants Brazil Court to Govern Reorganization
VERMILLION INC: Files for Chapter 11, Reduces Workforce

VERMILLION INC: Case Summary & 20 Largest Unsecured Creditors
WEINGARTEN REALTY: S&P Gives Negative Outlook; Holds 'BB+' Rating
WILLIAMS COS: Atlas Pipeline Venture Won't Affect S&P's Rating
WOLVERINE TUBE: Exchange Offer for 2009 Notes Expires April 7
WORLDWIDE HOLDING: Voluntary Chapter 11 Case Summary

YELLOWSTONE CLUB: Court Delays Plan Hearing to May 18

* Bankrupt Public Company Assets in 2009 Top $101 Billion
* Calif. Home Prices Drop 41% in Feb, Double U.S. Decline
* S&P/Case-Shiller Index Says Home Prices in January Fell 19%

* Economy Shrinks 6.3% in 2008 Q4, Higher Than Original Estimate
* Court Nullifies Mortgage on Defective Notary

* Paul Weiss Partner Paul Ginsberg Is "Dealmaker of the Year"
* Sheon Karol Joins CRG Partners as Partner

* BOOK REVIEW: How To Measure Managerial Performance


                            *********


155 EAST: $5.7 Mil. Interest Nonpayment Cues S&P's 'D' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based 155 East Tropicana to 'D' from 'CCC-'.
In addition, S&P lowered the issue-level rating on the company's
$130 million 8.75% senior secured notes to 'D'.  Following these
actions, S&P withdrew S&P's ratings on the company.

"The rating actions stem from the company's announcement in its
Form 10-K filed March 31, 2009 that it would not make a
$5.7 million interest payment on its senior secured notes due
April 1, 2009," said Standard & Poor's credit analyst Melissa
Long.

A payment default has not occurred relative to the legal
provisions of the notes since there is a 30-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.  If the interest payment due under the senior
secured notes is not paid during the 30-day grace period, an event
of default under the notes indenture will exist.  An event of
default under the notes indenture would allow the lender of the
company's $15 million revolving credit facility, which is unrated,
to declare a default under the credit facility.

155 East Tropicana expects to enter into discussions with note
holders and its credit facility lender to attempt to negotiate
forbearance agreements.  The company has engaged Jefferies &
Company Inc. as its financial advisor to assist with its
evaluation of financial and strategic alternatives, which may
include a recapitalization, refinancing, restructuring, or
reorganization of its obligations, or a sale of some or all of its
businesses.

This unsolicited rating(s) was initiated by Standard & Poor's.  It
may be based solely on publicly available information and may or
may not involve the participation of the issuer's management.
Standard & Poor's has used information from sources believed to be
reliable, but does not guarantee the accuracy, adequacy, or
completeness of any information used.


155 EAST: Missed Interest Payment Won't Affect Moody's 'Ca' Rating
------------------------------------------------------------------
Moody's Investors Service said 155 East Tropicana LLC's ratings
are not affected by the announcement that the company will not
make the April 1, 2009 scheduled interest payment on its 8.75%
senior secured notes due 2012.

Moody's last rating action for 155 East Tropicana occurred on
December 12, 2008 when the company's corporate family rating and
probability of default rating were downgraded to Ca from Caa3.

155 East Tropicana LLC owns the Hooters Casino Hotel in Las Vegas,
Nevada.  The property is located one-half block from the
intersection of Tropicana Avenue and Las Vegas Boulevard, a major
intersection on the Las Vegas Strip.  The company generated net
revenues of approximately $60 million in 2008.


24 HOUR: Moody's Affirms Corporate Family Rating at 'B2'
--------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of 24 Hour Fitness Worldwide, Inc.  The rating outlook remains
stable.

The B2 corporate family rating is constrained by modestly weak
credit metrics for the rating category, an expected decline in
comparable club revenues over the next few quarters, geographic
concentration in California and the potential for tightening
headroom under financial covenants.  The ratings are supported by
the company's large base of profitable fitness clubs in leading
markets, aggressive cost reduction and efficiency initiatives, and
the expectation of improved free cash flow in 2009 as the company
reduces planned capital expenditures and benefits from the
maturation of recently built clubs.

These ratings were affirmed:

  -- Corporate Family Rating, B2

  -- Probability of Default rating, B2

  -- $100 million Revolving Credit Facility due 2011, Ba3 (LGD 3,
     32%)

  -- $600 million Term Loan B Facility due 2012, Ba3 (LGD 3, 32%)

The last rating action on 24 Hour Fitness was on September 22,
2006 at which time Moody's upgraded the secured credit facility
rating to Ba3 from B2 in accordance with the implementation of the
Loss Given Default rating methodology for the Consumer Services
sector.

24 Hour Fitness is the largest owner and operator of fitness clubs
in the United States.  Revenues in the year ended
December 31, 2008, were approximately $1.3 billion.


39500 HWY 82: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 39500 Hwy 82, LLC
        c/o Ken Noel Esq.
        202 North Ave., PMB 235
        Grand Junction, CO 81501-7540

Bankruptcy Case No.: 09-14930

Chapter 11 Petition Date: March 24, 2009

Judge: Michael E. Romero

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: Philipp C. Theune, Esq.
                  1763 Franklin St.
                  Denver, CO 80218-1124
                  Tel: (303) 832-1150
                  Fax: (303) 845-6934
                  Email: philipp@theunelaw.com

Total Assets: $3,400,000

Total Debts: $1,941,500

The petition was signed by Kenneth Noel, a manager of the company.

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

             http://bankrupt.com/misc/cob09-14930.pdf


815 2ND STREET: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 815 2nd Street Partners LP
        1219 Morningside Drive
        Manhattan Beach, CA 90266

Bankruptcy Case No.: 09-16627

Chapter 11 Petition Date: March 23, 2009

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: Lorraine L. Loder, Esq.
                  Law Office of Lorraine L. Loder
                  601 W. Fifth St., 8th Floor
                  Los Angeles, CA 90071
                  Tel: (213) 623-8774
                  Fax: (213) 623-1409
                  Email: lloder@sbcglobal.net

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

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

The petition was signed by David Arias, a manager of the company.

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

             http://bankrupt.com/misc/cacb09-16627.pdf


ABITIBIBOWATER INC: Debt Refinancing Plan Cues Annual Report Delay
------------------------------------------------------------------
AbitibiBowater Inc. and AbitibiBowater Canada Inc. said they are
not able to file their annual financial statements, accompanying
management's discussion and analysis and related CEO and CFO
certifications for the financial year ended December 31, 2008,
within the period prescribed for the filing of the documents under
Parts 4 and 5 of National Instrument 51-102 and pursuant to
National Instrument 52-109, namely within 90 days of year-end.
The Companies expect to file the 2008 Annual Financial Statements
shortly.

AbitibiBowater Canada is an "exchangeable security issuer" that
normally relies on a statutory exemption set forth in Part 13 of
National Instrument 51-102 which permits it, when the conditions
specified therein are satisfied, not to prepare and file its own
financial statements and accompanying MD&A, among other continuous
disclosure documents, and to rely on the financial statements and
MD&A of its parent company, AbitibiBowater.

Despite their efforts, the Companies are not currently in a
position to timely file the 2008 Annual Financial Statements,
primarily as a result of the time required to finalize the
accounting for certain transactions, to complete their accounting
analysis, primarily related to goodwill impairment and long-lived
asset impairment, and to reflect and account for the outcome of a
significant pending debt refinancing in the 2008 Annual Financial
statements.

The Companies confirmed they intend to satisfy the provisions of
the alternative information guidelines found at sections 4.3 and
4.4 of National Policy 12-203 for so long as they remain in
default as a result of the late filing of the 2008 Annual
Financial Statements.  During the period of default, the Companies
will issue bi-weekly default status reports in the form of further
press releases, which will also be filed on SEDAR.  The Companies
confirmed that there are no insolvency proceedings against them as
of March 31, 2009.

The Companies have made a joint application to the applicable
Canadian securities regulatory authorities for a management cease
trade order.  There is no certainty that the order will be
granted.  The applicable Canadian securities regulatory
authorities may issue general cease trade orders against the
Companies for failure to file the 2008 Annual Financial Statements
within the prescribed time period.

                     About AbitibiBowater Inc.

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

                           *     *     *

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

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

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

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


ABITIBIBOWATER INC: Fairfax, Steelhead Offer Funding for Bowater
----------------------------------------------------------------
Fairfax Financial Holdings Limited and Steelhead Partners, LLC,
said they are prepared to negotiate to arrange additional funding
of at least $50 million to Bowater Incorporated, a subsidiary of
AbitibiBowater Inc., through Bowater's credit facility.  They said
if the funding were made available to Bowater, it would provide
Bowater with additional liquidity as it continues to evaluate
restructuring alternatives and pursue further negotiations with
its debtholders to restructure its debt.

The proposal does not constitute a binding commitment to lend or
provide any additional funding to Bowater, and there can be no
guarantee that any such additional funding will be provided.  The
funding proposal remains subject to the negotiation of specific
terms mutually acceptable to Bowater, Fairfax, Steelhead and the
lending syndicate currently participating in Bowater's credit
facility and definitive documentation reflecting those terms.
Discussions with Bowater are on-going and not definitive in any
way.

AbitibiBowater Inc. noted that the proposed financing is subject
to negotiation of specific terms with the lending syndicate
participating in Bowater's credit facility and execution of
definitive agreements.

"We appreciate Steelhead's and Fairfax's confidence and
willingness to support our restructuring initiatives.
AbitibiBowater's efforts will now be directed at obtaining support
from our banks to bring Steelhead and Fairfax into our lending
syndicate," stated William G. Harvey, Senior Vice President and
Chief Financial Officer of AbitibiBowater.  "We believe the
additional funds proposed to be made available by Steelhead and
Fairfax would provide us with sufficient short-term liquidity
while we continue to address our restructuring of Bowater's debt.
The approval from and support of our banks in this process is a
crucial step to a successful outcome."

Fairfax Financial Holdings Limited (Toronto:FFH.TO)(NYSE:FFH) is a
financial services holding company which, through its
subsidiaries, is engaged in property and casualty insurance and
reinsurance and investment management.

Steelhead Partners, LLC is an investment manager founded in 1996
and based in Seattle, Washington.

                  Company Explores Other Options,
                   BowFin Exchange Offer Expires

AbitibiBowater said Wednesday it is evaluating new restructuring
alternatives and is currently in active discussions with lenders
and debt holders of its Bowater Incorporated subsidiary to
restructure Bowater's debt and implement alternatives for
maintaining adequate liquidity levels.  The developments follow
the expiration and termination of Bowater's previously announced
exchange offers.

"We are optimistic that we will be able to work constructively
with all of our lenders, debt holders and other constituencies to
successfully implement an alternative restructuring of our overall
debt," stated David J. Paterson, President and Chief Executive
Officer.

AbitibiBowater and Bowater Finance II LLC, an indirect wholly
owned subsidiary of AbitibiBowater, also announced Wednesday the
expiration and termination of the private exchange offers and
consent solicitation relating to these outstanding indebtedness of
Bowater and its subsidiaries:

   -- 9.00% Debentures due 2009,
   -- Floating Rate Senior Notes due 2010,
   -- 7.95% Notes due 2011,
   -- 9.50% Debentures due 2012,
   -- 6.50% Notes due 2013 and
   -- 9.375% Debentures due 2021

In addition, the concurrent private notes offering has also
expired and terminated.  The Exchange Offers, Consent Solicitation
and Concurrent Notes Offering, which were commenced on February 9,
2009, expired at 11:59 p.m. on March 31, 2009.

The Exchange Offers, Consent Solicitation and Concurrent Notes
Offering had been scheduled to expire at 5:00 p.m., New York City
time, on March 27, 2009, but the deadline was moved to March 31.

As of March 27, 2009, roughly 60.3% of the outstanding 9.00%
Debentures due 2009, 60.6% of the outstanding Floating Rate Senior
Notes due 2010, 70.9% of the outstanding 7.95% Notes due 2011,
70.2% of the outstanding 9.50% Debentures due 2012, 80.2% of the
outstanding 6.50% Notes due 2013 and 36.0% of the outstanding
9.375% Debentures due 2021 were validly tendered and not validly
withdrawn in the Exchange Offers.

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

                   Creditors Meeting Postponed

The Company said that, although the successful completion of the
Exchange Offers was a condition to the completion of the $2.4
billion recapitalization effort being undertaken by Abitibi-
Consolidated Inc. under the Canada Business Corporations Act,
AbitibiBowater and Abitibi currently intend to continue the
Abitibi recapitalization under the CBCA process and to amend the
process as necessary to take into account the developments on the
Bowater refinancing.  As a result, the meetings of creditors and
anticipated implementation dates are expected to be postponed to
later dates.

With regard to the expiration and termination of the Exchange
Offers, Consent Solicitation and Concurrent Notes Offering, all
tendered Notes will be returned, without expense, to each
tendering noteholder's account at Depository Trust Company or at
other account designated by the holder.  In connection therewith,
all consents given by holders with respect to the proposed
amendments to the indentures for the Notes will be deemed
withdrawn and canceled, and all funds submitted in connection with
the Concurrent Notes Offering will be returned without interest.

                     About AbitibiBowater Inc.

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

                           *     *     *

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

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

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

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


ADVANCED MEDICAL: S&P Withdraws 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has withdrawn the
corporate credit rating and debt ratings for Advanced Medical
Optics, Inc. These actions reflect the company's acquisition by
Abbott Laboratories.  At this time, substantially all of Advanced
Medical Optics' debt has been tendered or retired.

                           Ratings List

                     Advanced Medical Optics

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


ADVANTAGE RENT-A-CAR: Enterprise Won't Bid Further for Firm
-----------------------------------------------------------
Enterprise Rent-A-Car has declined to bid further for certain
assets of Advantage Rent-A-Car, which are being sold out of
bankruptcy.

In early March, Enterprise Rent-A-Car disclosed its intention to
purchase the Advantage Rent-A-Car assets for $19 million pending
approval of the bankruptcy court, which would also consider
competing bids.  A competitive bid situation did develop and a
court-ordered auction was conducted yesterday in Minneapolis.

The auction process escalated the purchase price for the assets of
Advantage Rent-A-Car to in excess of $30 million, higher than the
management of Enterprise Rent-A-Car deemed appropriate for the
failed business.  Enterprise Rent-A-Car formally declined to
increase its bid once the asking price exceeded the company's
return-on-investment criteria.

As reported in yesterday's TCR, 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.

Advantage Rent A Car previously signed an asset purchase agreement
to purchase the Advantage brand name and other assets, but the
deal was still subject to competing bids.  Hertz won the auction
after its latest offer was 70% higher than Enterprise's initial
offer of $19 million.

             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 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.


AMERICAN GENERAL: S&P Corrects Counterparty Credit Rating to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it corrected its
short-term counterparty credit rating on American General Finance
Inc. to be in line with that on its operating subsidiary, American
General Finance Corp.  The short-term counterparty credit rating
and the commercial paper rating on American General Finance Inc.
are corrected to 'B' from 'A-3'.

On Feb. 9, 2009, S&P lowered the rating on American General
Finance Corp. to 'BB+/B' from 'BBB/A-3.'


AMERICAN GREETINGS: Moody's Cuts Corporate Family Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service lowered American Greetings Corp's
ratings, including its corporate family and probability of default
ratings to Ba3 from Ba2, confirmed the senior secured debt
instrument ratings at Ba1 (LGD2, 22%, adjusted) and lowered the
senior unsecured notes rating to B1 (LGD5, 75%, adjusted) from Ba3
(LGD5, 77%), given the company's weakening credit metrics
alongside integration and economic challenges.

The confirmation of the Ba1 senior secured rating reflects the
still significant junior debt in the capital structure.  In
Moody's view, AM's operating performance is likely to continue to
decline modestly from historical performance while its debt has
increased notably.  Free cash flow has deteriorated precipitously
and the company will need to invest in the integration of its
Recycled Paper Greetings acquisition over the near term.  Moody's
stable outlook reflects that the company has proven only modestly
vulnerable to the economic downturn and, as a result, should be
able to improve its balance sheet over the year with internally
generated cash flow and the potential for proceeds from the sale
of certain intellectual property.  This concludes Moody's review
of AM initiated on January 2009.

In addition, Moody's assigned an SGL-2 speculative grade liquidity
rating given Moody's expectations that the company will maintain
good liquidity over the next four quarters due to reasonable cash
and cash flow (despite significant seasonality), good availability
under its revolving credit facility, and generous cushion under
financial maintenance covenants.

Ratings lowered:

  -- Corporate family rating lowered to Ba3 from Ba2;

  -- Probability-of-default rating lowered to Ba3 from Ba2;

  -- Senior unsecured notes due 2016 lowered to B1 (LGD5, 75%,
     adjusted) from Ba3 (LGD5, 77%).

Ratings Confirmed:

  -- Senior secured revolving credit facility due 2011 at Ba1
     (LGD2, 22%, adjusted) and

  -- Senior secured delay draw term loan facility due 2013 at Ba1
     (LGD2, 22%, adjusted).

The rating outlook is stable.

AM's Ba3 corporate family rating is primarily driven by the
significant business risks inherent in the greeting card industry
that is characterized by low or declining growth rates, weak
consumer branding, strong competition, and vulnerability to its
stronger retail customers and its ongoing consolidation.  High
leverage from several factors including share repurchases,
weakening operating performance and significant operating leases
associated with AM's retail operations was exacerbated by the
acquisition of Recycled Paper Greetings which is likely to
generate marginal EBITDA.

Notwithstanding these risks, the rating is supported by the
company's leading and stable market position in the U.S. greeting
card industry with approximately 30% to 35% market share (and a
stronger position with mass merchandisers), its long operating
history, the predictable demand for its products, and key
relationships with retail customers.  Moody's notes that while
revenues have deteriorated, it has been by a far lower margin than
other discretionary consumer products.

With principal executive offices in Cleveland, Ohio, American
Greetings Corporation is a leading developer, manufacturer and
distributor of greeting cards and social expression products.
Sales were approximately $1.8 billion for the twelve months ended
November 28, 2008.


AMERICAN INT'L: Former CEO Says Gov't Rescue Has "Failed"
---------------------------------------------------------
Former American International Group chairperson and CEO Maurice
Greenberg said that the government's rescue of the Company has
"failed", Liam Pleven and Michael R. Crittenden at The Wall Street
Journal report.

Mr. Greenberg, WSJ relates, said that taxpayers are losing money
on their investment.  Billions in government funds shouldn't have
been paid to AIG's counterparties, as giving other financial firms
guarantees would have been a better option, WSJ states, citing Mr.
Greenberg.

According to WSJ, Mr. Greenberg said that the bailout should be
replaced by a plan to restructure AIG.  Citing Mr. Greenberg, WSJ
states that the government should reduce its investment in AIG and
replace it with government guarantees, instead of liquidating the
Company and selling off its assets.  Mr. Greenberg, WSJ relates,
said that the government should reduce its stake in AIG to 15%
from 80% to attract private capital.

Mr. Greenberg also suggested that the AIG management and board of
directors be replaced, WSJ states.

                 AIG Completes Two Asset Sales

AIG has closed the sales of two business units this week.  AIG
completed the sale of AIG Life of Canada to BMO Financial Group
for approximately $263 million.  The Company on Tuesday closed the
sale of Hartford Steam Boiler to the Munich Re Group for
$739 million, plus the assumption of $76 million of outstanding
HSB capital securities.

"Despite highly adverse market conditions, AIG is working
tirelessly to execute an orderly and effective asset disposition
plan to repay the U. S. government," said Edward Liddy, AIG's
Chairman and Chief Executive Officer.  "In the past few months, we
have reached agreements on the sale of 10 businesses.  Several
other transactions are under discussion, and we continue to
evaluate how best to assure the continued strength and success of
all of AIG's businesses for the benefit of all AIG stakeholders."

  Elizabeth Monrad Guilty of Manipulating Financial Statements

Dow Jones Newswires reports that Elizabeth A. Monrad, General Re
Corp.'s former chief financial officer, was sentenced to 18 months
in prison on Thursday for her role in a fraudulent scheme to
manipulate AIG's financial statements.  According to Dow Jones,
Ms. Monrad was ordered to pay a $250,000 fine.

Dow Jones Newswires reports that relates that on February 25, a
federal jury in Hartford found Ms. Monrad guilty of conspiracy,
securities fraud, false statements to the U.S. Securities and
Exchange Commission and mail fraud charges.

According to Dow Jones, these individuals were also accused of
participating in falsely inflating AIG's reported loss reserves:

     -- Ronald E. Ferguson,
     -- Robert D. Graham,
     -- Christopher P. Garand, and
     -- Christian M. Milton.

Dow Jones states that the defendants, including Ms. Monrad, were
convicted in the case.  The report says that Mr. Milton was
sentenced to four years in prison and a $200,000 fine; Mr.
Ferguson was sentenced to two years in prison and a $200,000 fine;
and Mr. Garand was sentenced to one year and one day in prison.

                  About American International

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

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

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

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

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

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

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

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


AMSCAN HOLDINGS: 10K Annual Report Won't Affect S&P's 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Elmsford, New York-
based Amscan Holdings Inc.'s (B/Negative/--) disclosure in its 10K
annual report filed with the SEC on March 31, 2009 that its
majority-owned subsidiary, Party City Franchise Group, was in
technical default on its bank credit facility, consisting of a $30
million term loan ($27.5 outstanding at Dec. 31, 2008) and $20
million revolving credit facility, will not affect the company
ratings or outlook.  Based on Amscan's disclosure that PCFG is an
unrestricted subsidiary, Standard & Poor's does not believe that
PCFG's default triggers a cross default with any of Amscan's debt
facilities.  Moreover, S&P believes that in light of its majority
interest in PCFG, Amscan would continue to financially support
PCFG if its lenders accelerated payment of any borrowings
outstanding on this facility and/or any other obligations of PCFG.
S&P still believe that Amscan has adequate liquidity to fund
PCFG's operations.  As of Dec. 31, 2008, Amscan had $13 million in
cash and about $97 million in availability under its $250 million
asset-backed loan facility (BB-/1) maturing 2012.  Amscan also had
$368 million outstanding on its $375 million first-lien term loan
(B/3) maturing 2013 and
$175 million in senior subordinated notes (CCC+/6) due 2014.


ANNAPOLIS STATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Annapolis Station, LLC
        11021 Nicholas Lane, Unit 9
        Ocean Pines, MD 21811

Bankruptcy Case No.: 09-14927

Chapter 11 Petition Date: March 24, 2009

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

Judge: Duncan W. Keir

Debtor's Counsel: Robert W. Thompson, Esq.
                  134 Holiday Court, Suite 301
                  Annapolis, MD 21401
                  Tel: (410) 841-5060
                  Email: 50bob@msn.com

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

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

The petition was signed by Robert W. Douglas, managing member of
the company.

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

             http://bankrupt.com/misc/mdb09-14927.pdf


ANTHRACITE CAPITAL: Lenders Extend Waiver to April 15
-----------------------------------------------------
Anthracite Capital, Inc. said it continues to have discussions
with its secured credit facility lenders and that the waivers
described in Anthracite's 2008 fourth quarter earnings release
have been extended by the lenders from April 1, 2009 to April 15,
2009.

In connection with the discussions with its secured credit
facility lenders, the Company did not make interest payments due
on March 30, 2009, on its junior subordinated notes due 2036
related to Anthracite Capital Trust III and 7.20% senior notes due
2016.  Under the indentures governing these notes, the failure to
make an interest payment is subject to a 30-day cure period before
constituting an event of default.

On March 17, 2009, the Company received waivers concerning
covenant breaches from its secured credit facility lenders.  In
addition, the Company's secured credit facility lenders agreed to
permanently waive minimum liquidity covenants in the facilities.
In connection with the waivers, the Company agreed to pay
$6 million to each of Morgan Stanley and Bank of America and
$3 million to Deutsche Bank.

                        Breach of Covenants

Financial covenants in certain of the Company's secured credit
facilities include, without limitation, a covenant that the
Company's net income will not be less than $1.00 for any period of
two consecutive quarters and covenants that on any date the
Company's tangible net worth will not have decreased by twenty
percent or more from the Company's tangible net worth as of the
last business day in the third month preceding such date.  The
Company's significant net loss for the three months ended
December 31, 2008 resulted in the Company not being in compliance
with the covenants.

On March 17, 2009, the secured credit facility lenders waived this
covenant breach.

In addition, the Company's secured credit facility with BlackRock
Holdco 2, Inc., requires the Company to immediately repay
outstanding borrowings under the facility to the extent
outstanding borrowings exceed 60% of the fair market value of the
shares of common stock of Carbon Capital II, Inc. securing such
facility.  As of February 28, 2009, 60% of the fair market value
of such shares declined to roughly $24,840 and outstanding
borrowings under the facility were $33,450.

On March 17, 2009, Holdco 2 waived this breach.

Additionally, in the first quarter of 2009, Anthracite Euro CRE
CDO 2006-1 plc failed to satisfy its Class E overcollateralization
and interest reinvestment tests.  As a result of Euro CDO's
failure to satisfy these tests, half of each interest payment due
to the Company, as the Euro CDO's preferred shareholder, will
remain in the CDO as reinvestable cash until the tests are cured.
However, since the Euro CDO's preferred shares were pledged to one
of the Company's secured lenders in December 2008, the cash flow
was already being diverted to pay down that lender's outstanding
balance.

                 Inability to Satisfy Margin Call

During the first quarter 2009, the Company received a margin call
of $46,300 and C$5,300 from one of its secured credit facility
lenders.  On March 17, 2009, the lender waived this event of
default until April 1, 2009, and the secured credit facility
lenders agreed to waive the right to make margin calls until
April 1, 2009.

               Reduction or Elimination of Dividends

Due to current market conditions and the Company's current
liquidity position, the Company's Board of Directors anticipated
that the Company would pay cash dividends on its stock only to the
extent necessary to maintain its REIT status until the Company's
liquidity position has improved and market values of commercial
real estate debt show signs of stability.  The Board of Directors
did not declare a dividend on the Company's common stock for the
fourth quarter of 2008 since the Company's 2008 net taxable income
distribution requirements under REIT rules were satisfied by
distributions made for the first three quarters of 2008.  The
Board of Directors also did not declare a dividend on the common
stock and the Company's preferred stock for the first quarter of
2009.

To the extent the Company is required to make distributions to
maintain its qualification as a REIT in 2009, the Company
anticipated it would rely upon temporary guidance that was
recently issued by the Internal Revenue Service, which allows
certain publicly traded REITs to satisfy their net taxable income
distribution requirements during 2009 by distributing up to 90% in
stock, with the remainder distributed in cash.  The terms of the
Company's preferred stock prohibit the Company from declaring or
paying cash dividends on the common stock unless full cumulative
dividends have been declared and paid on the preferred stock.

The Company had said that an event of default under any of the
Company's facilities, absent a waiver, would trigger cross-default
and cross-acceleration provisions in all of the Company's other
facilities and, if the debt were accelerated, would trigger a
cross-acceleration provision in the indenture governing the
Company's convertible senior unsecured notes (with an aggregate
principal amount of $80,000).  In such an event, the Company would
be required to repay all outstanding indebtedness under its
secured credit facilities and the convertible senior unsecured
notes indenture immediately.  The Company would not have
sufficient liquid assets available to repay such indebtedness and,
unless the Company were able to obtain additional capital
resources or waivers, the Company would be unable to continue to
fund its operations or continue its business.

                  $296.1-Mil Net Loss in Q4 2008

Anthracite Capital reported net loss of $296.1 million for the
fourth quarter 2008, compared to $18.5 million net income for the
same three-month period in 2007.  For the year ended December 31,
2008, the Company posted $193.6 million net loss, compared to
$83.9 million net income for the year ended December 31, 2007.

The Company had $3.82 billion in total assets and $3.16 billion in
total liabilities at December 31, 2008.

                        Going Concern Doubt

The Company's independent registered public accounting firm has
issued an opinion on the Company's consolidated financial
statements that states the consolidated financial statements have
been prepared assuming the Company will continue as a going
concern and further states that the Company's liquidity position,
current market conditions and the uncertainty relating to the
outcome of the Company's ongoing negotiations with its lenders
have raised substantial doubt about the Company's ability to
continue as a going concern.  The Company obtained agreements from
its secured credit facility lenders on March 17, 2009, that the
going concern reference in the independent registered public
accounting firm's opinion to the consolidated financial statements
is waived.

                         About Anthracite

Anthracite Capital, Inc. is a specialty finance company focused on
investments in high yield commercial real estate loans and related
securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with roughly $1.307 trillion in global
assets under management at December 31, 2008.  BlackRock Realty
Advisors, Inc., another subsidiary of BlackRock, provides real
estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional
investors.


ASARCO LLC: Gets $6BB in Damages for AMC Fraudulent Conveyance
--------------------------------------------------------------
U.S. District Judge Andrew Hanen of Brownsville, Texas, has issued
a damages award to ASARCO LLC, currently valued at about $6.04
billion.  The ruling stems from the judge's decision in August
2008 that Americas Mining Corporation, a subsidiary of Grupo
Mexico S.A. de C.V., had fraudulently transferred to itself
ASARCO's 54.18% interest in Southern Peru Copper Corporation.

As restitution, the judge ordered that AMC return to ASARCO
260,093,694 shares of Southern Copper Corporation stock, which
based on Wednesday's closing price is worth approximately $4.68
billion, and pay money damages of approximately $1.35 billion.
The money damages are comprised of dividends AMC received of $1.94
billion and prejudgment interest on those dividends of $329
million, less the $747 million that AMC had paid for SPCC in the
2003 transfer, together with interest on that 2003 payment of $164
million.  ASARCO will own an approximate 30% equity interest in
Southern Copper Corporation.

The award represents return to ASARCO of the value of equity
interest that it lost in the fraudulent conveyance, plus post-
transfer dividends that ASARCO would have been paid over the past
six years had the transfer not taken place, and pre-judgment
interest on those dividends.

"Justice has ultimately prevailed," said Joseph F. Lapinsky,
President and Chief Executive Officer of ASARCO. "This award is
for the benefit of ASARCO's creditors in the bankruptcy and should
assist the Company in its efforts to successfully emerge from
chapter 11 in the coming months," he added.

Judge Hanen issued his liability opinion for the SPCC transfer on
August 30, 2008, finding AMC liable for actual fraudulent
transfer, aiding and abetting a breach of fiduciary duty, and
conspiracy.

ASARCO filed for chapter 11 bankruptcy protection on August 9,
2005.  Its parent, ASARCO Incorporated, a wholly owned subsidiary
of AMC, lost control of ASARCO in December 2005, when the
bankruptcy court appointed an independent board of directors to
manage the company.

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ATLAS PIPELINE: Williams Venture Won't Affect S&P's 'B' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that midstream energy
master limited partnership Atlas Pipeline Partners L.P.'s (B/Watch
Neg/--) announcement that it has entered into a definitive
agreement with a subsidiary of The Williams Cos. Inc. (BBB-
/Stable/--) to form a joint venture in Appalachia will not affect
the company's rating or outlook at this time.

S&P views the joint venture, Laurel Mountain Midstream LLC, as
supportive of credit due to its potential to raise cash proceeds
that will allow Atlas to reduce debt and improve liquidity.  The
transaction, which requires lender approval, is valued at
$250 million and would have Atlas receive $90 million in cash and
a $25.5 million note in exchange for a 49% ownership interest.
After the transaction closes, Atlas's liquidity could also benefit
because payments that Williams will make under a note can be
converted at Atlas's option to fund its share of joint venture
capital expenditures in the near term.  If Atlas successfully
closes the joint venture, S&P will reevaluate the effect that a
reduction in debt may have on the company's capital structure, and
the implications the change could have on both the senior secured
and unsecured recovery ratings, if any.

It is S&P's opinion that even with the successful consummation of
the joint venture, Atlas's liquidity and leverage may continue to
be under pressure, and S&P will continue to monitor the potential
for additional asset sales, including the company's Ozark assets
and an interest in its Nine Mile processing plant.  Laurel
Mountain Midstream will own gathering and processing assets in the
Marcellus Shale region in Southwestern Pennsylvania used by Atlas
Energy Resources LLC (B+/Negative/--) and other third-party
producers.


BALDOR ELECTRIC: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Baldor Electric Company's B1
Corporate Family Rating and Probability of Default rating.  At the
same time, the rating agency upgraded the Speculative Grade
Liquidity rating to SGL-2 from SGL-3.  The Ba3 rating on the
company's senior secured bank debt and B3 rating on its unsecured
notes were also affirmed.  The outlook was left unchanged at
negative.

Baldor recently obtained bank group approval to amend the senior
secured and total leverage covenants under its credit agreements.
In doing so, the company has obtained satisfactory compliance
cushion under those covenants over the intermediate term and
reduced the potential for a technical default.  Although Moody's
would anticipate Baldor's financial performance will be adversely
affected by the extent of decline in industrial demand for
electric motors and mechanical power transmission products over
the next year, the company should generate significant levels of
free cash flow which will be available to reduce indebtedness.
Management's cost reduction initiatives and lower metal costs are
expected to mitigate most of the impact of lower volumes, thereby
sustaining material operating profitability.  As a result, debt
protection measures are expected to remain representative of the
B1 rating category, and the company's liquidity profile has
improved.  Accordingly, both the CFR and PDR were affirmed.

The B1 CFR considers residual levels of financial leverage from
earlier acquisitions combined with respectable EBITA margins,
interest coverage and free cash flow metrics.  Several trailing
ratios have established some cushion for potential softening
should end-market demand materially weaken during 2009 and should
remain supportive of the rating absent an acceleration of the pace
of retreat in industrial production.  The rating incorporates a
business profile with a competitive market share and product
offering along with sufficient scale, sizable installed base,
brand recognition, diverse industrial end-markets, and a revenue
mix in which less cyclical replacement demand constitutes roughly
50% of total sales.  Conversely, Baldor continues with significant
geographic concentration in North America and exposure to
downturns in the OEM sector.  Over time, demand for the company's
energy efficient electric motors, which provide some of its
highest margins, should benefit from legislation fostering energy
conservation.

Baldor's liquidity is considered good (SGL-2), supported by about
$13 million of cash at year end 2008, a $200 million revolving
credit facility maturing in 2012 (under which $113 million
remained available after borrowings of $60 million and letter of
credit issuance of $27 million) and prospects for continued free
cash flow generation.  Along with continued operating
profitability, lower working capital requirements associated with
reduced volumes and lower metal prices are likely to contribute to
free cash flow in 2009.  Baldor's recent amendment to its credit
agreement reduces the extent and pace at which its leverage
covenants step-down over time (a fixed charge coverage requirement
is un-affected).  The revised leverage covenants are expected to
provide sufficient compliance cushion over the intermediate
period.  The bank credit facilities are secured by all material
domestic tangible and intangible assets of the borrower and
guaranteeing subsidiaries which limits the extent to which
alternate liquidity could be arranged.

The outlook remains negative despite an improved liquidity profile
and prospects for debt reduction.  This flows from uncertainties
of the net impact on margins from lower volumes and metal costs
and the pace at which management initiatives to reduce expenses
are achieved.  In addition, competitive dynamics affecting end-
market pricing in this environment may similarly impact
profitability.  Should actual results demonstrate sustained or
higher margins, material debt reduction and maintenance of a
satisfactory liquidity profile, the outlook could be revisited.

Ratings affirmed and up-dated Loss Given Default Assessments:

  -- Corporate Family Rating, B1
  -- Probability of Default Rating, B1
  -- Secured bank credit facilities, Ba3 (LGD-3, 31%)
  -- Unsecured senior notes, B3 (LGD-5, 84%)

The last rating action was on January 20, 2009 when Baldor's B1
Corporate Family rating was affirmed, the outlook revised to
negative from stable, and the Speculative Grade Liquidity rating
was lowered to SGL-3 from SGL-1.

Baldor Electric Company is a manufacturer of industrial electric
motors, drives, generators and other mechanical power transmission
products.  Products are sold to a diverse customer base consisting
of original equipment manufacturers and distributors.  Revenues in
2008 were approximately $2 billion.


BANK OF AMERICA: Senior Banker George Young Resigns
---------------------------------------------------
Susanne Craig at The Wall Street Journal reports that George H.
Young III will leave Bank of America Corp.

According to WSJ, Mr. Young is the latest in a string of senior
bankers with ties to Merrill Lynch & Co. who have left Bank of
America.  WSJ relates that Mr. Young is one of Wall Street's top
telecommunications bankers and ran Merrill Lynch's global
technology, media and telecommunications group.  He joined Merrill
Lynch last year, weeks before Bank of America disclosed plans of
acquiring the firm, WSJ states.

WSJ notes that Merrill Lynch bankers have been annoyed of Bank of
America's more corporate approach to banking, complaining that the
bank doesn't understand that individuals are key to keeping
banking relationships.

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.


BARRINGTON BROADCASTING: Moody's Gives 'Caa1/LD' Default Rating
---------------------------------------------------------------
Moody's Investors Service changed the probability of default
rating for Barrington Broadcasting Group LLC (Barrington) to
Caa1 / LD following the company's repurchase of a portion of its
Senior Subordinated Notes due 2014 ($125 million outstanding prior
to buyback) at a significant haircut to the original principal
amount.  Moody's considers this transaction and the ongoing bond
repurchase program a distressed exchange due to the significant
monetary loss relative to the principal value of the bonds
incurred by participating bondholders, as well as Barrington's
weak credit profile.  The LD designation signifies a limited
default and also applies to future purchases under the bond
buyback authorized with the February 2009 amendment to the credit
agreement (remaining cash capacity for bond buyback as of March
2009 was $1 to $2 million and is permitted through February 2010).

Moody's also upgraded Barrington's Speculative Grade Liquidity
Rating to SGL-3 from SGL-4 due to expectations for an improved
cushion of compliance with bank financial covenants following the
approximately $68 million debt reduction and the $16 million cash
contribution from Barrington's equity sponsors (which is added to
EBITDA for covenant calculation purposes).

Notwithstanding the significant debt reduction, Moody's affirmed
the Caa1 corporate family rating and negative outlook,
incorporating uncertainty that the current pace of declining
market spending on TV advertising could continue unabated over the
near term.  The PDR will revert to Caa1 and the LD designation
will be removed in approximately 3 days.  The Caa1 PDR reflects
the diminished probability of default of Barrington's post-
exchange credit profile, compared to the prior Caa2 PDR.

Moody's also downgraded the rating on Barrington's senior
subordinated notes to C from Caa3. Subordinated note holders
accepted a principal reduction of over 80%, and the rating
reflects this substantial loss.  Based on the post-exchange
capital structure, Moody's expects to change the rating on the
remaining portion of the subordinated bonds to Caa3 in
approximately 3 days.  Moody's also downgraded the secured bank
rating to B3 from B2, because with the reduction in subordinated
bonds outstanding, the cushion of junior capital for bank lenders
diminishes.

A summary of the actions follows.

Barrington Broadcasting Group LLC

-- Probability of Default Rating, Changed to Caa1 / LD from
   Caa2

  -- Affirmed Caa1 Corporate Family Rating

  -- Senior Subordinated Bonds, Downgraded to C, LGD5, 83% from
     Caa3, LGD5, 72%

  -- Senior Secured Bank Credit Facility, Downgraded to B3, LGD3,
     37% from B2, LGD2, 19%

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

  -- Outlook, Negative

The last rating action was on February 24, 2008, when the
probability of default rating of Barrington was downgraded to Caa2
from Caa1 and the Caa1 corporate family rating was affirmed.

Barrington Broadcasting Group, LLC, headquartered in Hoffman
Estates, Illinois, owns or programs 23 network television stations
in 15 markets.  Its revenue for the year ended
December 31, 2008, was $119 million.


BATTERSON PARK: Fitch Changes Ratings on Class B Notes to 'C/RR4'
-----------------------------------------------------------------
Fitch Ratings has revised the Recovery Rating on the classes of
notes issued by Batterson Park CBO I, Ltd.:

  -- $9,708,494 class B revised to 'C/RR4' from 'C/DR3'.

Batterson Park is a collateralized debt obligation that closed
Nov. 17, 1998 and is managed by General Re/New England Asset
Management.  The proceeds of the issuance were invested in a
portfolio of U.S high yield corporate bonds and loans.  Currently
only two bonds remain as collateral for the CDO, one of which is
in default.  Payments are made semi-annually in January and July
and the reinvestment period ended in January 2003.

The downward revision to the RR on the class B notes is the result
of a lower recovery expectation on the notes given that only one
performing asset remains.  According to the Feb. 26, 2009 trustee
report the remaining performing security has a par face amount of
$3.5 million.  As such, there is significant
undercollateralization to these notes.  The overcollateralization
test failed at 26.46% with a trigger of 130%.

The rating of the class B notes addresses the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

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


BAUSCH & LOMB: Moody's Gives Negative Outlook; Keeps 'B2' Rating
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Bausch &
Lomb Incorporated to negative from stable.  At the same time, the
company's speculative grade liquidity rating was moved to SGL-3
from SGL-2 and its existing debt ratings were affirmed.

The change in outlook to negative reflects Moody's concerns that:
(1) Bausch's organic growth rates could be negatively impacted by
strong competition and a downturn in consumer discretionary
spending; (2) debt levels could increase due in part to cash flow
implications of acquisition or licensing transactions and ongoing
MoistureLoc litigation expenses; (3) financial metrics are
expected to be weak for the rating category; and (4) significant
changes in senior management create additional operating risk.

"Bausch will need to demonstrate improved organic growth rates to
retain its current ratings," said Diana Lee, a Senior Credit
Officer at Moody's.  This will prove challenging given strong
competition and a weaker economy.

Lee continues, "A transformation to a more cost competitive
company will also be critical to improve profitability and cash
flow."

The B2 Corporate Family Rating acknowledges high leverage, cash
flow results and projections for the ratings horizon, ongoing
litigation risk stemming from tax and product recall matters, and
a highly competitive eye care sector.  The B2 Corporate Family
Rating also considers Bausch's strong brand equity, geographic
diversity and its good size relative to other "B" rated companies.

If the company is not able to improve its organic growth trends
and relies on its credit facilities, the ratings could be lowered.

The change to an SGL-3 speculative grade liquidity rating reflects
Moody's view that liquidity is reduced but still adequate over the
next 12 months.  Although reliance on external credit facilities
may occur, Bausch is expected to maintain availability under its
$500 million senior secured revolver and $300 million delayed draw
term loan. In addition, the company should have sufficient cushion
under its leverage covenant.

The last rating action was taken on October 16, 2007 when Moody's
affirmed Bausch's existing ratings but withdrew the Caa1 ratings
associated with the proposed $175 million PIK notes and
$175 million senior subordinated notes after the company revised
its capital structure.

This rating was downgraded:

Bausch & Lomb, Incorporated

  -- Speculative Grade Liquidity Rating to SGL-3 from SGL-2

These ratings were affirmed:

Bausch & Lomb, Incorporated:

  -- Corporate Family Rating at B2
  -- Probability of Default Rating at B2
  -- $500 million Senior Secured Revolver at B1, LGD3, 36%
-- $1,200 million U.S. Senior Secured Term Loan at B1, LGD3,
   36%
  -- $300 million Delayed Draw Term Loan at B1, LGD3, 36%
  -- $650 million Senior Unsecured Notes at Caa1, LGD5, 88%

Bausch & Lomb, B.V.:

  -- $575 million European Senior Secured Term Loan at B1, LGD3,
     36%

Headquartered in Rochester, New York, Bausch & Lomb Incorporated
is a leading worldwide provider of eye care products, including
contact lens, lens care, ophthalmic pharmaceuticals, and surgical
products.  Bausch & Lomb was acquired by Warburg Pincus, a private
equity firm in October 2007.


BEACH HOUSE PROPERTY: Has Plan for Sale to BankFirst
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Florida (Miami) has
approved the disclosure statement explaining Beach House Property
LLC's latest Chapter 11 plan.

A Chapter 11 trustee was appointed for Beach House Property, a
developer converting a hotel into a condominium in Surfside,
Florida, north of Miami Beach.

The trustee, according to Bill Rochelle, came to agreement on a
plan with the secured creditor BankFirst, owed more than
$40 million.  After plan confirmation, an auction will be held
where the bank can bid using its secured claim rather than cash.
Unsecured claims amount to less than $500,000 and will share in
the liquidation of miscellaneous assets.

The Court will consider confirmation of the Chapter 11 Plan on
May 6.

                        About Beach House

Headquartered in Surfside, Florida, Beach House Property, L.L.C.
owns various real estate properties.  The Debtor commenced chapter
11 proceedings Feb. 15, 2008, before the U.S. Bankruptcy Court for
the Southern District of Florida in Miami (Case No. 08-11761).
Robert C. Furr, Esq., at Furr and Cohen in Boca Raton, Florida,
represents the Debtor.  The U.S. Trustee for Region 21 has not
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  When it filed for bankruptcy, Beach House estimated
assets between $50 million and $100 million, and debts between
$10 million to $50 million.


BERNARD L. MADOFF: Customers Want Founder in Ch. 7 Bankruptcy
-------------------------------------------------------------
Bankruptcy Law360 reports that customers of Bernard L. Madoff
Investment Securities LLC, who say they hold more than $64 million
in claims against the defunct broker-dealer and Mr. Madoff
himself, are asking the U.S. District Court for the Southern
District of New York for permission to file an involuntary
bankruptcy petition against Mr. Madoff personally.  The report
says Milberg LLP and Seeger Weiss LLP filed a motion seeking to
place Mr. Madoff in Chapter 7 liquidation proceedings.

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.


BI-LO LLC: U.S. Trustee Forms Nine-Member Creditors Committee
-------------------------------------------------------------
W. Clarkson Mcdow, Jr., United States Trustee for Region 4,
appointed nine creditors to serve on an official committee of
unsecured creditors of Bi-Lo LLC and its debtor-affiliates.

The members of the Committee are:

   1) Sandra Schirmang
      Senior Director of Credit
      Kraft/Nabisco
      Three Lakes Drive
      Northfield, IL 60093
      Tel: (847) 646-6719
      Fax: (847) 646-4479

   2) Tom Gerhardt
      Credit Manager
      Cardinal Health 110, Inc.
      7000 Cardinal Place
      Dublin, OH 43017
      Tel: (614) 553-3124
      Fax: (614) 652-6848

   3) Mark Gross, Esq.
      C&S Wholesale Grocers, Inc.
      7 Corporate Drive
      1700 Keene, NH 03431
      Tel: (603) 354-4604
      Fax: (603) 354-4694

   4) Emily Chou, Esq.
      Kellogg Company
      c/o Warner Stevens, LLP
      301 Commerce Street, Ste
      Ft. Worth, TX 76102
      Tel: (817) 810-5250
      Fax: (817) 810-5255

   5) Jerri D. Sponik
      Sara Lee Corp.
      111 Corporate Office Drive, Ste 100
      Earth City, MO 63045
      Tel: (314) 506-3595
      Fax: (314) 506-3720

   6) Eric C. Cotton, Esq.
      Associate General Counsel
      Developers Diversified Realty Corp.
      3300 Enterprise Parkway
      Beachwood, OH 44122
      Tel: (216) 755-5660
      Fax: (216) 755-1660

   7) Michael Bevilacqua
      Director of Credit
      Bottling Group, LLC (Pepsi)
      1100 Reynolds Boulevard
      Winston Salem, NC 27102
      Tel: (336) 896-5577
      Fax: (336) 896-6002

   8) Richard W. Stiteler
      Director of Credit & Risk Mgmt.
      Coca-Cola Bottling, Inc.
      521 Lake Kathy Drive
      Brandon, FL 33510-3945
      Tel: (813) 569-3708
      Fax: (813) 569-3085

   9) Jess Maggard
      Flowers Baking Co. of Morristown, LLC
      1725 W. 1st North
      Morristown, TN 37816-1774
      Tel: (423) 586-2471
      Fax: (423) 586-3728

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

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

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

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


BI-LO LLC: May File Schedules and Statements Until June 1
---------------------------------------------------------
The United States Bankruptcy Court for the District of South
Carolina granted Bi-Lo LLC and its debtor-affiliates more time to
file their schedules of assets and liabilities, and statements of
financial affairs.

The Debtors will file a current summary of their schedules and
statements by May 1, 2009; and a final schedules and statements by
June 1, 2009.

The Debtors told the Court that the 15-day automatic extension of
time is not enough to complete their schedules and statements
given the complex nature of their business and circumstances
surrounding the Chapter 11 cases and limited employees.

                          About Bi-Lo LLC

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

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

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


BIG 10 TIRES: Files for Bankruptcy in Wilmington to Reduce Debt
---------------------------------------------------------------
Big 10 Tire Stores, Inc., a leading independent tire retailer in
the Southeast, has filed voluntary petitions for reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.

Big 10 Tires has adequate cash to continue paying for the day-to-
day goods and services it needs to operate and to serve its
customers well, but said it took this action to improve its
capital structure and reduce debt, strengthen its financial and
competitive position, and ultimately to get the business back on a
growth track.  During the reorganization period, the Company will
operate as usual at its retail locations, and will continue to
honor all product and service warranties.

In connection with the reorganization, Big 10 Tires has secured
Debtor-In-Possession financing from an affiliate of Sun Capital
Partners.  An affiliate of Sun Capital Partners purchased the
Company in November 2006 and continues to be supportive of Big 10
Tires' reorganization efforts.  Proceeds from the DIP financing,
together with cash flow generated from day-to-day operations, will
be used to fund post-petition operating expenses, including
obligations to vendors and employee wages, salaries and benefits.
Big 10 Tires said it will also be negotiating with its landlords
for necessary rent concessions at certain locations.

Like many other retail service businesses that are dependent on
consumer and business spending, Big 10 Tires has been negatively
impacted by the economic downturn.  "We strongly believe that
volume levels and premium product sales will return as the economy
picks up, and as an outgrowth of the successful reorganization of
the Company," said Don Kennemer, Chief Executive Officer.  "At
this time, we are intensely focused on continuing to serve our
customers well, and working closely with our vendors to build the
business. We expect to continue to conduct business throughout the
reorganization with minimal disruption."

                        About Big 10 Tires

Big 10 Tires -- http://www.big10tires.com/-- headquartered in
Mobile, Alabama, and established in May 1954 in Pensacola,
Florida, has grown to become one of the largest independent tire
dealers in North America, with the majority of its stores located
in key markets in the Southeast.  In addition to tire sales, the
Company provides services such as tire rotations, oil changes,
belts, hoses, parts and warranty sales. Big 10 Tires enjoys a
leading market position in 8 of its 11 key markets, and prides
itself on its strong, long-standing relationships with customers
and vendors.


BIG 10 TIRES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BT Tires Group Holding, LLC
        3938A Government Blvd., Suite 102
        Mobile, AL 36693

Bankruptcy Case No.: 09-11173

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
BT Tires Holding Finance Corp.                     09-11174
BT Tires Holding Corp.                             09-11175
Big 10 Tire Stores, Inc.                           09-11176

Type of Business: The Debtors are tire dealers, offering an array
                  of tire products consists of performance, light
                  truck and sport utility and all-season touring
                  tires in Alabama, Georgia and Florida.

                  See http://www.big10tires.com/

Chapter 11 Petition Date: April 2, 2009

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Chad A. Fights, Esq.
                  rdehney@mnat.com
                  Robert J. Dehney, Esq.
                  cfights@mnat.com
                  Morris, Nichols, Arsht & Tunnell
                  1201 N. Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899-1347
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989

Investment Banker: NatCity Investment Inc.

Claims and Noticing Agent: Epiq Bankruptcy Solutions LLC

Communications Consultant: Stanton Crenshaw Communications

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Tire Centers                   Trade debt        $3,032,927
ATTN: Evon Cason-Acct
310 Inglesby Parkway
Duncan, SC 29334
Tel: (800) 603-2430
Fax: (864) 329-2929

Bridgestone/Firestone LLC      Trade debt        $1,917,537
P.O. Box 730026
Dallas, TX 75373-0026
Tel: (615) 937-1000
Fax: (615) 937-3621

Realty Income Corporation      Lessor            $696,991
600 La Terraza Blvd.
Escondido, CA 92025
Tel: (760) 741-2111
Fax: (760) 741-2235

American Tire Distributor      Trade debt        $390,338

Chevron Products Company       Trade debt        $243,465

Florida Depart. of Revenue     Tax               $154,000

Advance Auto Parts             Trade debt        $146,593

O'Reilly Auto Parts            Trade debt        $108,710

Mighty/Atlanta/North           Trade debt        $101,082

AM-PAC Tire Dist Inc.          Trade debt        $85,545

Carquest Str. 21               Trade debt        $84,000

Alabama Dept. of Revenue       Tax               $78,000

Georgia Dept. of Revenue       Tax               $77,991

National Yellow Pages          Trade debt        $64,494

Southern Company               Trade debt        $61,736

Auto Zone                      Trade debt        $60,000

LL&T Properties                Trade debt        $58,602

Visa Card SunTrust Merchant    Trade debt        $56,000
Services

Carroll Tire Company           Trade debt        $52,413

AT&T                           Trade debt        $44,921

Myers Tire Supply              Trade debt        $35,017

Kaufman Tire (Orlando)         Trade debt        $32,737

Atlanta Journal                Trade debt        $32,283

Omar Inc.                      Trade debt        $30,885

S&S Tire and Auto Svc          Trade debt        $29,572

Kayser Realty Ltd.             Lessor            $27,386

Georgia Disposal Fee           Services          $26,496

JC Morehouse Investments LLC   Lessor            $24,309

Liberty/Lakin Nat'l Tire       Trade debt        $24,038
Recycling LLC

Tire Rack                      Trade debt        $17,719

The petition was signed by James T. Gamer, chief financial
officer.


BOSCOV'S INC: To Modify Plan to Save Buyer's Tax Benefits
---------------------------------------------------------
Boscov's Inc., now formally known as BSCV Inc. following the sale
of 39 department stores to entities affiliated with members of the
controlling Boscov and Lakin families, slowed down the process of
confirming a liquidating Chapter 11 plan when the purchaser
requested changes to help preserve tax losses, Bloomberg's Bill
Rochelle said.

According to Bill Rochelle, Boscov's was prepared for a hearing on
March 20 to seek approval of the disclosure statement explaining
the liquidating plan.  The Debtor, however, held up the hearing so
it could modify the Plan, at the request of the buyers of its
department stores.  The purchasers had a provision in the contract
compelling the company on request to adjust the Chapter 11 plan so
tax benefits would be preserved.  The buyers must reimburse the
company for extra expenses in changing the plan.

Pursuant to the Plan, unsecured creditors would receive a dividend
between 6.3% and 14.4% on their claims totaling between
$140 million and $160 million.  Holders of existing equity
interests won't receive anything.

A full-text copy of the original version of the Liquidation Plan
is available for free at:

   http://bankrupt.com/misc/BSCV_Ch11LiquidationPlan.pdf

A full-text copy of the original version of the Disclosure
Statement is available for free at:

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

Meanwhile, according to Mr. Rochelle, Boscov's is asking for an
extension until Aug. 3 of the exclusive right to propose a plan.
The Court will convene a hearing to consider the extension on
April 24.

                       About Boscov's Inc.

Headquartered in Reading, Pennsylvania, Boscov's Inc. --
http://www.boscovs.com/-- is America's largest family-owned
independent department store, with 49 stores in Pennsylvania, New
York, New Jersey, Maryland, Delaware and Virginia.

Boscov's Inc. and its debtor-affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Case No. 08-11637).
Judge Kevin Gross presides over the cases.

David G. Heiman, Esq., and Thomas A. Wilson, Esq., at Jones Day,
serve as the Debtors' lead counsel.  The Debtors' financial
advisor is Capstone Advisory Group and their investment banker is
Lehman Brothers, Inc.  The Debtors' claims agent is Kurtzman
Carson Consultants L.L.C.

Boscov's listed assets of $318.9 million against debt totaling
$412.8 million.  Secured creditors are owed $196.2 million.

On November 21, Judge Kevin Gross approved the sale of the
Debtors' assets to a family group led by former company chairman
Albert Boscov and former company executive Edwin Lakin.  The deal,
valued at $300 million, was completed in December.  Following the
sale Boscov's Inc., and Boscov's Department Store, LLC, revised
their corporate names to BSCV, Inc., and BSCV Department Store,
LLC.  (Boscov's Bankruptcy News; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BOSTON SCIENTIFIC: South Korean Study Won't Move S&P's BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that data from a South
Korean study presented at the American College of Cardiology
annual conference comparing drug-eluting stent performance has no
impact on its BB+/Positive/-- rating for Boston Scientific Corp.
The study concluded that Boston Scientific's Taxus DES rate of re-
treatment is higher than its competitors'.  Moreover, results of
the Spirit II and III trials, conducted by Boston Scientific and
presented at the same conference, also suggest that Abbott
Laboratories' XIENCE DES may have superior outcomes relative to
Taxus.  Boston Scientific markets XIENCE as PROMUS, per rights it
retained when it sold Guidant Corp.'s vascular intervention and
endovascular businesses to Abbott.

At year-end 2008, Boston Scientific held a 25% U.S. market share
with PROMUS and a 24% U.S. market share with TAXUS; its worldwide
share was estimated at 34%.  Given royalties paid to Abbott for
XIENCE sales, XIENCE is only one-half as profitable as TAXUS.  As
a result, the loss of TAXUS revenues, even if recaptured as PROMUS
sales, would have a negative impact on EBITDA.  Still, the
contraction of the DES market over the past several years and the
purchase of Guidant's cardiac rhythm management business has
reduced the company's exposure to DES; coronary stents represented
23% of Boston Scientific's 2008 sales.  As a result, S&P believes
that continued growth in the company's diversified portfolio can
offset further DES shifts in market share.


CARE TO PETS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Care to Pets Center, Inc.
        7338 Market Street
        Youngstown, OH 44512
        dba Petland
        Tel: (330) 758-4950

Bankruptcy Case No.: 09-40938

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Joseph C. Lucci, Esq.
                  20 West Federal Street, #600
                  Youngstown, OH 44503-1423
                  Tel: (330) 744-0247
                  Fax: (330) 744-8690
                  Email: jclucci@nnblaw.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Jeffrey Reisman, president of the
company.

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

             http://bankrupt.com/misc/ohnb09-40938.pdf


CHAMPION ENTERPRISES: S&P Cuts Corporate Credit Rating to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit ratings, on Champion Enterprises Inc. and its
wholly owned subsidiary, Champion Home Builders Co.  S&P lowered
the corporate credit ratings to 'CCC-' from 'CCC+'.  The outlook
is negative.

The downgrade reflects S&P's assessment that Champion's ability to
service its current capital structure over the intermediate term
will be challenged given S&P's expectation that the company will
continue to face continued operating pressures in the near term
due to weak demand for manufactured homes in the U.S. and
deteriorating international sales as a result of the global
economic slowdown.  Furthermore, given S&P's assumptions for weak
earnings and operating cash flow in 2009, a near-term covenant
violation is possible.  Given the company's highly leveraged
capital structure, S&P is skeptical that any future amendment to
the credit facility that is not accompanied by a significant
reduction in outstanding debt would enable Champion to meet debt
service requirements over the intermediate term.

Despite Champion's leading market position in the manufactured and
modular homes business in North America, as well as its steel-
framed modular building business in the U.K., the combination of
extremely challenging operating conditions and an overleveraged
financial profile will likely challenge the company's ability to
service its current capital structure.  In S&P's opinion, this
will likely cause Champion to restructure all or some of its debt
obligations, unless the company raises significant cash through
asset dispositions and/or an infusion of equity.


CHAMPION HOME: S&P Cuts Corporate Credit Rating to 'CCC-'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit ratings, on Champion Enterprises Inc. and its
wholly owned subsidiary, Champion Home Builders Co.  S&P lowered
the corporate credit ratings to 'CCC-' from 'CCC+'.  The outlook
is negative.

The downgrade reflects S&P's assessment that Champion's ability to
service its current capital structure over the intermediate term
will be challenged given S&P's expectation that the company will
continue to face continued operating pressures in the near term
due to weak demand for manufactured homes in the U.S. and
deteriorating international sales as a result of the global
economic slowdown.  Furthermore, given S&P's assumptions for weak
earnings and operating cash flow in 2009, a near-term covenant
violation is possible.  Given the company's highly leveraged
capital structure, S&P is skeptical that any future amendment to
the credit facility that is not accompanied by a significant
reduction in outstanding debt would enable Champion to meet debt
service requirements over the intermediate term.

Despite Champion's leading market position in the manufactured and
modular homes business in North America, as well as its steel-
framed modular building business in the U.K., the combination of
extremely challenging operating conditions and an overleveraged
financial profile will likely challenge the company's ability to
service its current capital structure.  In S&P's opinion, this
will likely cause Champion to restructure all or some of its debt
obligations, unless the company raises significant cash through
asset dispositions and/or an infusion of equity.


CHARTER COMMUNICATIONS: Gets Interim OK to Access $640MM Cash
-------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York granted, on an interim basis, the request of
Charter Communications Inc. and its affiliates, to use at least
$640 million in cash collateral securing obligations to their
lenders in order to provide sufficient working capital while they
operate in Chapter 11.

The Court has set a final hearing on the request on April 15,
2009.  Written objections must be filed no later than April 8.

Charter Communications Operating, LLC is party to an $8 billion
Amended and Restated Credit Agreement, dated as of March 6, 2007
by and among CCO, as borrower; CCO Holdings, LLC, as guarantor;
JPMorgan Chase Bank, N.A., as administrative agent for the lenders
from time to time party thereto; JPMorgan Chase Bank, N.A. and
Bank of America, N.A., as syndication agents; Citicorp North
America, Inc., Deutsche Bank Securities Inc., General Electric
Capital Corporation and Credit Suisse Securities (USA) LLC, as
revolving facility co-documentation agents; Citicorp North
America, Inc., and Credit Suisse Securities (USA) LLC, General
Electric Capital Corporation and Deutsche Bank Securities Inc., as
term facility co-documentation agents.

The Credit Agreement -- the First Lien Facility -- provides for
financing of up to $8 billion consisting of:

  (a) a $6.5 billion senior secured term loan, with the ability
      to enter into incremental term loans in the aggregate
      amount of up to $0.5 billion, and

  (b) a $1.5 billion senior secured revolving credit facility.

From time to time and as of the Petition Date, CCO has entered
into certain interest rate swap agreements -- each a Specified
Hedge Agreement -- with certain non-Debtor counterparties
who were, at the time of entering into the Specified Hedge
Agreements, First Lien Lenders under the Credit Agreement.  The
Operating Debtors' obligations under the Specified Hedge
Agreements also constitute secured obligations under a Guarantee
and Collateral Agreement and are secured with security interests
in the collateral pledged thereunder.

Pursuant to an Amended and Restated Guarantee and Collateral
Agreement, dated as of March 18, 1999, as amended and restated as
of March 6, 2007, in each case executed and as in effect prior to
the Petition Date, CCO and the other Operating Debtors -- those
Debtors which are "borrowers" or "guarantors" under the Credit
Agreement -- party to the Guarantee and Collateral Agreement have
granted to the Administrative Agent a security interest in certain
of their assets and property as set forth in the Guarantee and
Collateral Agreement -- the "Prepetition Collateral" -- as
collateral security for payment and performance when due of the
secured obligations under the Prepetition Loan Documents and the
Specified Hedge Agreements.

The Prepetition Collateral includes cash collateral of the
Administrative Agent and the other First Lien Secured Parties
within the meaning of Section 363(a) of the Bankruptcy Code.

Charter Communications, Inc., and its subsidiaries use funds
deposited in their bank accounts to fund their day-to-day
operations.  Full-text copies of the Debtors' 2009 Budget and
13-Week Cash Forecast may be accessed for free at:

  http://bankrupt.com/misc/charter_13wkfrcst_2009bdgt.pdf

As of the Petition Date, the Operating Debtors had approximately
$640 million of cash on hand which comprises Cash Collateral.

In their request, the Debtors also sought the Court's approval to
provide adequate protection to the secured creditors' interest,
and for the Court to set a final hearing on their request no later
than 25 days following the entry of an interim cash collateral
order.

                    Summary of Terms

Parties with Interest
in Cash Collateral:      JPMorgan Chase Bank, N.A., as
                         administrative agent and as syndication
                         agent, Bank of America, N.A., as co-
                         syndication agent, Citicorp North
                         America, Inc., Deutsche Bank Securities
                         Inc., General Electric Capital
                         Corporation and Credit Suisse Securities
                         (USA) LLC, as revolving facility co-
                         documentation agents and as term
                         facility co-documentation agents, and
                         the First Lien Lenders party to the
                         Credit Agreement, and the non-Debtor
                         counterparties to each Specified Hedge
                         Agreement

                         Wilmington Trust Company, as
                         representative of the Second Lien
                         Secured Parties

                         Bank of America, N.A., as representative
                         of the Third Lien Secured Parties.

Use of Cash Collateral:  (a) working capital and general
                             corporate purposes, including, but
                             not limited to, capital expenditures
                             and making payments to general
                             unsecured creditors of the Operating
                             Debtors in the ordinary course on
                             account of their prepetition claims;

                         (b) adequate protection payments;

                         (c) fees payable pursuant to the
                             Debtors' management agreements; and

                         (d) distributions to Affiliated Debtors
                             for administrative costs and
                             expenses related to the
                             administration of their Chapter 11
                             Cases.

Adequate Protection:     In each case subject to the Carve Out,
                         the Administrative Agent and the First
                         Lien Lenders, and, as applicable,
                         the non-Debtor counterparties to each
                         Specified Hedge Agreement will receive:

                         -- Section 507(b) Claim
                         -- Adequate Protection Liens
                         -- Adequate Protection Payments
                         -- Covenants
                         -- Reports

Carve Out:               The Adequate Protection Liens, the
                         507(b)Claims and any other adequate
                         protection, liens or claims securing the
                         Prepetition First Lien Obligations
                         granted held by the Adequate
                         Protection Parties are subject to:

                         (a) unpaid fees payable to the United
                             States Trustee and clerk of the
                             Bankruptcy Court,

                         (b) allowed professional fees and
                             expenses incurred by the Debtors and
                             any statutory committee appointed in
                             the Chapter 11 Cases and unpaid,
                             prior to the delivery of a Carve-Out
                             Trigger Notice,

                         (c) Professional Fees incurred after the
                             first business day following
                             delivery of the Carve-Out Trigger
                             Notice in an aggregate amount not in
                             excess of $20 million, and

                         (d) the approved professional fees and
                             Expenses incurred by any court
                             appointed Chapter 7 trustee up to an
                             aggregate amount of $200,000.

Term:                    The use of Cash Collateral will end on
                         the earliest of occur of: (i) six months
                         from the date of entry of the Interim
                         Cash Collateral Order; (ii) 25 days
                         after the Petition Date if the Final
                         Order has not been entered on or before
                         that date; or (iii) upon five business
                         days' written notice after the
                         occurrence and continuation of a
                         Termination Event.

To successfully navigate through the Chapter 11 Cases, it is
extremely important that the Debtors maintain sufficient liquidity
to support the continued ordinary course operations of their
businesses notwithstanding the challenges posed by market
conditions and the filing of the Chapter 11 Cases, explains the
Debtors' proposed counsel, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York.

Absent authorization to use the Cash Collateral, Mr. Cieri says,
the Debtors will certainly be unable to sustain their businesses
and, as a result, will have to terminate their operations and
liquidate their assets, all to the material detriment of all
parties-in-interest.

The Administrative Agent and the members of the steering committee
for the First Lien Lenders have consented to the Debtors' use of
Cash Collateral in the ordinary course of business, subject to the
terms discussed, Mr. Cieri relates.

"This consent was the result of good faith, arms' length
negotiations between the Administrative Agent and the Debtors
regarding the Debtors' use of the Cash Collateral to fund the
Debtors' business operations and maintain the value of the
Debtors' estates," he says.  "Pursuant to the First-Second Lien
Intercreditor Agreement, the Second Lien Representative and the
Second Lien Secured Parties are deemed to have consented to the
Debtors' use of Cash Collateral."

Prior to the Court's entry of its interim order, Wilmington Trust
Company, as representative of the Second Lien Secured Parties,
submitted a statement to "apprise" the Court and the parties that
it believes the denial of adequate protection to the second lien
noteholders pending entry of the final First Lien Cash Collateral
Order violates the intercreditor agreement among Wilmington Trust
and the first lien secured parties.  "[T]here is no support . . .
for the First Lien Representative's contention that the Second
Lien Secured Parties may not be granted adequate protection until
entry of the Final First Lien Cash Collateral Order," said
Wilmington Trust.

The First Lien Lender Group, on the other hand, submitted a
limited objection arguing that it is entitled to reimbursement as
Adequate Protection by Charter Communications of all its
reasonable fees and disbursements incurred in the Chapter 11
proceedings, not just fees and expenses up to a monthly cap.

The Interim Order provides that the Administrative Agent and
Lenders admit, stipulate, and agree that upon entry of a Final
Order acceptable to the Administrative Agent and the Steering
Committee, the Debtors may provide to parties other than the
Adequate Protection Parties, adequate protection of the parties'
interests in the Prepetition Collateral, including Cash
Collateral, in each case in accordance with, as applicable, (i)
the Amended and Restated Intercreditor Agreement, dated as of
March 19, 2008 -- the First-Second Lien Intercreditor Agreement
-- between the Administrative Agent and Wilmington Trust Company,
as trustee for the holders of certain secured notes issued on
April 27, 2004 and March 19, 2008, and (ii) the Intercreditor
Agreement, dated as of March 6, 2007 -- the "First-Third Lien
Intercreditor Agreement" -- between the Administrative Agent and
Bank of America, N.A., as administrative agent for the lenders
under the junior lien credit agreement, dated as of March 6, 2007.

Judge Peck held that the funds on deposit in a certain escrow
account established at Wilmington Trust Bank F.S.B. and governed
by the escrow agreement dated February 10, 2009 -- the Irell
Proceeds -- will (i) continue to be on deposit in an escrow
account maintained at Wilmington Trust Bank F.S.B. and (ii) not be
spent by the Debtors, absent further Court order.  The rights of
all parties on the issue of whether the proceeds constitute "Cash
Collateral" or property of any of the Operating Debtors are
preserved, he said.

                   About Charter Communications

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

On March 16, 2009, Charter Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

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

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

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


CHARTER COMMUNICATIONS: Seeks Approval of Kirkland Engagement
-------------------------------------------------------------
Charter Communications, Inc., and its affiliates seek authority
from Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York to employ Kirkland & Ellis LLP, as
their attorneys, nunc pro tunc to March 27, 2009.

Kirkland & Ellis is recognized in its expertise and extensive
experience and knowledge in the field of debtors' protections,
creditors' rights, and business reorganizations under Chapter 11.
The firm has been actively involved in major Chapter 11 cases and
has represented many debtors, including Flying J, Inc., ACG
Holdings, Inc., Tropicana Entertainment, LLC, Kimball Hill, Inc.,
Wellman, Inc., and Collins & Aikman Corp., Gregory L. Doody, the
Debtors' chief restructuring officer and senior counsel, relates.

According to Mr. Doody, Kirkland & Ellis will:

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

  (b) take all necessary action to protect and preserve the
      Debtors' estates;

  (c) represent the Debtors in connection with obtaining
      postpetition financing;

  (d) advise the Debtors in connection with any potential sale
      of assets;

  (e) take any necessary action on behalf of the Debtors to
      negotiate, prepare on behalf of the Debtors, and obtain
      approval of a Chapter 11 plan and all related documents;
      and

  (f) perform all other necessary or otherwise beneficial legal
      services for the Debtors in connection with the
      prosecution of their Chapter 11 cases.

The Debtors will pay Kirkland & Ellis according to its customary
hourly rates, and reimburse the firm for actually incurred
expenses.  The firm's current hourly rates are:

    Partners                            $550 - $965
    Counsel                             $390 - $965
    Associates                          $320 - $660
    Paraprofessionals                   $110 - $280

Consistent with the terms of the engagement letter between the
parties, on December 8, 2008, the Debtors paid $400,000 to
Kirkland & Ellis as a classic retainer.  On December 9, 2008, the
Debtors paid to the firm an additional classic retainer of
$400,000.  These retainers constitute "classic retainers" as
defined in In re Prod. Assocs., Ltd., 264 B.R. 180, 184-85 (Bankr.
N.D. Ill. 2001), and In re McDonald Brothers Construction, Inc.,
114 B.R. 989, 997-99 (Bankr. N.D. Ill. 1990), according to Mr.
Doody.

As such, Kirkland & Ellis earned the classic retainer upon receipt
and, consequently, placed the amount into its general cash
account.  The Debtors have replenished and increased the classic
retainer subsequently, Mr. Doody says.  As of the Petition Date,
the retainer balance was roughly $1,999,700.

Richard M. Cieri, a partner at Kirkland & Ellis, tells the Court
that the firm and certain of its partners and associates may have
in the past represented, may currently represent, and likely in
the future will represent parties-in-interest in connection with
matters unrelated to the Debtors and their Chapter 11 cases.

In connection with services to be rendered to the Debtors,
Kirkland & Ellis will not commence a cause of action against
certain current clients with respect to the Debtors' Chapter 11
case, unless the firm receives a waiver from the Current Client
allowing Kirkland & Ellis to commence an action, or is no longer
representing the Current Client in any matters.

In connection with the Debtors' bankruptcy cases, to the extent
any causes of action are commenced by or against a Current Client,
and a waiver letter is not obtained permitting Kirkland & Ellis to
participate in the action, the Debtors' proposed conflicts
counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP, will represent
the Debtors in that action, according to Mr. Cieri.

Kirkland & Ellis represents certain of the Debtors' creditors,
equity security holders or other parties-in-interest in ongoing
matters unrelated to the Debtors and their bankruptcy cases, Mr.
Cieri says.  He assures the Court, however, that none of the
representations are materially adverse to the interests of the
Debtors' estates.  These entities include:

    * J.P. Morgan Chase,
    * Madison Dearborn Partners,
    * Verizon Communications, Inc., and
    * Ambit Microsystems, Inc., Cisco Systems, Inc., ARRIS,
      Netgear, Motorola, Scientific Atlanta, and Thomson.

Kirkland & Ellis is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, and does not hold or
represent an interest adverse to the Debtors' estates, Mr. Cieri
attests.

                   About Charter Communications

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

On March 16, 2009, Charter Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

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

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

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


CHARTER COMMUNICATIONS: Taps Friend Hudak as Telecom Counsel
------------------------------------------------------------
Charter Communications, Inc., and its affiliates seek authority
from Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York to employ Friend, Hudak & Harris,
LLP, as their special telecommunications counsel.

Friend Hudak handles matters in virtually every aspect of
telecommunications law.  The firm's practice includes advising
clients on matters related to their operations at the United
States federal level, in all 50 states, in U.S. Territories, and
in many international markets, Gregory L. Doody, the Debtors'
chief restructuring officer and senior counsel, relates.

Since 2003, Friend Hudak and certain of its members and associates
have rendered legal services to the Debtors in connection with
various matters.  The firm's services have related to counseling
the Debtors on state and federal telecommunications regulatory
issues arising from the Debtors' construction, installation,
operation and acquisition of telecommunications networks, and
their provision of telecommunications services.  As a result,
Friend Hudak is intimately familiar with the Debtors' business and
the related complex legal issues that have arisen and may likely
arise in connection with the Debtors' restructuring, Mr. Doody
says.

He adds that Friend Hudak has been retained as special
telecommunications counsel in a number of troubled company
situations, including MobileMedia Communications, Inc., ETS
Payphones, Inc., and Maxxis Group, Inc.

As the Debtors' special telecommunications counsel, Friend Hudak
will provide telecommunications-related advisory services,
including:

  (a) advising the Debtors as to telecommunications regulatory
      requirements arising from a filing under the Bankruptcy
      Code;

  (b) representing the Debtors, as needed, before
      telecommunications regulatory bodies;

  (c) advising the Debtors on telecommunications regulatory
      issues involved with sales of assets or transfers of
      control by the Debtors, if required, and the Debtors'
      reorganization plan;

  (d) providing any other necessary legal services and advice;
      and

  (e) continuing to provide legal services in the areas in which
      the firm has advised the Debtors in the past.

Pursuant to the engagement letter between the parties, the fixed
price for the work allocated to Friend Hudak is $5,891,184 over 36
months spanning January 1, 2008, through December 31, 2010.  The
price is based on a weighted hourly rate of $272 for approximately
21,600 hours, according to Mr. Doody.

Mr. Doody informs the Court that during the period, payment will
be made in equal monthly payments of $163,644.  The pricing
arrangements will be reviewed on March 1, 2009, and March 1, 2010,
to determine whether the number of hours, and included
disbursements, actually and reasonably expended by the firm is
consistent with these projections:

   -- as of March 1, 2009: approximately 8,400 hours worked, and
   -- as of March 1, 2010: approximately 15,600 hours worked.

According to Mr. Doody, upon each annual review, if the total of
the actual hours worked is between 90% and 110% of the pro rata
portion of the allocated hours for the period, there will be no
adjustment to the pricing arrangements.  However, if the total of
the actual hours worked is below 90% or above 110% of the pro rata
portion of the allocated hours for the period, the Debtors will,
after consultation with Friend Hudak, have the choice of these
adjustments:

  (1) If the total actual hours worked is below 90%, Friend
      Hudak will refund to the Debtors the difference between
      the fees due for actual hours worked and the fees due for
      90% of the total hours projected for the year, at the
      agreed hourly rate of $272; or

  (2) If the total actual hours worked is more than 110%, the
      Debtors will pay Friend Hudak the difference between the
      fees due for the actual hours worked and the fees due for
      110% of the total hours, at the agreed hourly rate of
      $272.

After December 31, 2010, adjustments, if necessary, will be made
in accordance with those options, resulting in an adjustment to
fees if the actual hours worked during the reference period are
less than 90% or more than 110% of the allocated hours, Mr. Doody
says.

Charles A. Hudak, Esq., a partner at Friend Hudak, discloses that
the Debtors recognize that the firm may not be a "disinterested
person" as the term is defined in Sections 101(14) and 327 of the
Bankruptcy Code because (i) the firm is or may be a creditor of
the Debtors on account of unpaid prepetition bills for fees and
costs, (ii) the firm received payment on account of its bills for
fees and services in the ordinary course of business during the 90
days before the Petition Date, (iii) some of the firm's attorneys
or staff own or owned a small number of share of stock in Charter
Communications before or as of the Petition Date, and (iv) several
professionals or members of the firm's staff were or may have been
employees of Charter Communications or other entities during the
two years before the Petition Date.

The Debtors note that they are not seeking to engage Friend Hudak
as bankruptcy counsel pursuant to Section 327(a) and, therefore,
submit that the fact that the firm may not be "disinterested" does
not preclude its employment as special telecommunications counsel
under Section 327(e).

Mr. Hudak adds that Friend Hudak represented or currently
represents certain entities in matters unrelated to the Debtors'
Chapter 11 cases, including:

    * Adelphia Communications Corporation,
    * Delta Airlines, Inc.,
    * KPMG,
    * Ernst & Young LLP, and
    * Fidelity Investments.

                   About Charter Communications

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

On March 16, 2009, Charter Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

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

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

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


CHARTER COMMUNICATIONS: Taps Curtis Mallet-Prevost as Counsel
-------------------------------------------------------------
Charter Communications, Inc., and its affiliates seek authority
from Judge James Peck of the U.S. Bankruptcy Court for the
Southern District of New York to employ Curtis, Mallet-Prevost,
Colt & Mosle LLP, as their conflicts counsel, nunc pro tunc to the
Petition Date.

Gregory L. Doody, the Debtors' chief restructuring officer and
senior counsel, relates that the Debtors filed an application to
employ and retain Kirkland & Ellis LLP as their lead attorneys in
the Chapter 11 cases.  Kirkland & Ellis is aware of certain
conflicts of interest.  Accordingly, the Debtors seek to employ
CMP to handle matters that are not appropriately handled by
Kirkland & Ellis or other counsel to the Debtors because of actual
or potential conflicts of interest issues or, alternatively, which
the Debtors, Kirkland & Ellis, or other counsel to the Debtors,
request to be handled by CMP.

Kirkland & Ellix and CMP will coordinate their efforts and
function cohesively to ensure that the legal services provided to
the Debtors by each firm are not duplicative, Mr. Doody assures
the Court.

According to Mr. Doody, CMP, as conflicts counsel, will:

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

  (b) take necessary action to protect and preserve the Debtors'
      estates;

  (c) take necessary action on behalf of the Debtors to obtain
      approval of a disclosure statement and confirmation of one
      or more Chapter 11 plans;

  (d) advise the Debtors in connection with any potential sale
      of assets; and

  (e) perform other necessary legal services and provide other
      necessary legal advice to the Debtors in connection with
      their Chapter 11 cases.

CMP will periodically file an updated schedule listing those
public matters on which the firm is representing the Debtors, Mr.
Doody says.

CMP's current hourly rates are:

    Partners                            $675 - $785
    Counsel                             $525 - $575
    Associates                          $290 - $575
    Paraprofessionals                   $170 - $210
    Managing clerks                            $415
    Other support personnel              $55 - $325

CMP received a classic retainer of $100,000 from the Debtors
before the Petition Date, and the firm has offset amounts for
prepetition fees and expenses against the retainer and will hold
the balance of the retainer and apply it to postpetition fees and
expenses.  CMP will also be reimbursed for expenses incurred in
connection with the Debtors' bankruptcy cases, according to Mr.
Doody.

Steven J. Reisman, Esq., a member at CMP, informs the Court that
the firm employs more than 250 attorneys worldwide and presently
represents, and may in the future represent, entities that are
claimants of, or interest holders in, the Debtors in matters
unrelated to the Chapter 11 cases.  Some of these entities are, or
may consider themselves to be, creditors or parties-in-interest in
the Debtors' bankruptcy cases although the Debtors are unaware of
these claims or interests, he adds.

CMP has not, does not, and will not represent any of its current
clients or potential parties-in-interests in matters related to
the Debtors' Chapter 11 cases, Mr. Reisman assures the Court.
These entities include:

    * JPMorgan Chase Bank,
    * PricewaterhouseCoopers,
    * Wilmington Trust Company,
    * Deutsche Bank,
    * General Electric Capital Corporation, and
    * UBS Securities.

CMP does not hold or represent an interest that is adverse to the
Debtors' estates.  CMP is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code, Mr. Reisman
attests.

                   About Charter Communications

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

On March 16, 2009, Charter Communications filed its annual report
on Form 10-K, which contained a going concern modification to the
audit opinion from its independent registered public accounting
firm.

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

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

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


CHRYSLER LLC: Linamar Discloses Receivables Exposure
----------------------------------------------------
In light of the uncertainties existing in the automotive
marketplace, Linamar Corporation (CA:LNR) disclosed its current
receivable exposure levels to GM and Chrysler.

Linamar understands that under U.S. bankruptcy laws, in the event
of a company entering chapter 11 bankruptcy, all goods delivered
within 20 days of the date of the chapter 11 filing obtain a
special priority and are paid as part of the chapter 11
reorganization, once the reorganization plan is approved.  Any
goods shipped prior to 20 days before the date of the chapter 11
filing are at risk.  A GM or Chrysler bankruptcy would be a unique
and unusual event whose consequences can't be foreseen and there
can be no assurance of recovery.

The combined total of Linamar's receivables balance greater than
20 days with GM and Chrysler is in aggregate estimated to be less
than $30 million or approximately 9% of Linamar's total
receivables balance as of March 31, 2009.

"Our typical experience with customers in the past that have filed
for chapter 11 protection is that we have been able to recover up
to half or more of at risk receivables", said Linamar CEO Linda
Hasenfratz.  "We are pleased that our diversification efforts have
allowed us to minimize our risk with any one customer in this way,
particularly in light of uncertainties in the industry at this
time".

Based in Guelph, Ontario, in Canada, Linamar Corporation (CA:LNR)
-- http://www.linamar.com/-- is a diversified global
manufacturing company of highly engineered products.  The
company's Powertrain and Driveline focused divisions are world
leaders in the collaborative design, development and manufacture
of precision metallic components, modules and systems for global
vehicle and power generation markets.  The company's Industrial
division is a world leader in the design and production of
innovative mobile industrial equipment, notably its class-leading
aerial work platforms and telehandlers.  With more than 11,000
employees in 37 manufacturing locations, 5 R&D centers and 11
sales offices in Canada, the US, Mexico, Germany, Hungary, the UK,
China, Korea and Japan Linamar generated sales of over $2.2
Billion in 2008.

Certain information regarding Linamar set forth in this document,
including management's assessment of the Company's future plans
and operations may constitute forward-looking statements. This
information is based on current expectations that are subject to
significant risks and uncertainties that are difficult to predict.
Actual results may differ materially from these anticipated in the
forward-looking statements due to factors such as customer demand
and timing of buying decisions, product mix, competitive products
and pricing pressure. In addition, uncertainties and difficulties
in domestic and foreign financial markets and economies could adv

                     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.

General Motors Corp. admitted in its viability plan submitted to
the U.S. Treasury on February 17 that it 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 GM's viability plan is available at:

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

The U.S. Treasury and U.S. President Barack Obama's automotive
task force are currently reviewing the Plan, which requires an
additional $16.6 billion on top of $13.4 billion already loaned by
the government to GM.

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

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

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

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

                         About Chrysler LLC

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

                         Viability Plan

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.

Chrysler admitted in its viability plan submitted to the U.S.
Treasury on February 17 that it 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

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

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

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

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


CIRCUIT CITY: Authorized to Sell Trademarks to Bell Canada
----------------------------------------------------------
Circuit City Stores Inc. won permission from the U.S. Bankruptcy
Court for the Eastern District of Virginia to its trademarks and
trade names for the company's Canadian business to an affiliate of
Bell Canada for $11.6 million, Bloomberg's Bill Rochelle said.

The Bankruptcy Court entered on its docket on March 20, 2009, an
order granting approval of the sale of Circuit City's Canadian
operations to Bell Canada.

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

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

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

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

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

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

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

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

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

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

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

                    The Purchase Agreement

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

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

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

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

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

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

                        Amendment to Bylaws

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

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

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

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

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

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

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

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

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

                     About Circuit City Stores

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

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

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

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

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


CITIGROUP INC: 3 Japanese Firms Submit Bids for Nikko Cordial
-------------------------------------------------------------
Alison Tudor at The Wall Street Journal reports that Mitsubishi
UFJ Financial Group Inc., Sumitomo Mitsui Financial Group Inc.,
and Mizuho Financial Group Inc. have presented preliminary offers
for Citigroup Inc.'s Nikko Cordial Securities Inc.

According to WSJ, the winner will get Nikko Cordial's 109 retail
branches across Japan and about 7,000 salespeople.  People
familiar with the matter said that MUFG was an early favorite to
win the bidding, WSJ relates.

WSJ states that Citigroup isn't likely to get JPY1.6 trillion,
which it paid for Nikko Cordial in a series of deals completed in
January 2008.  According to WSJ, financial analysts estimate that
Nikko Cordial is valued JPY300 billion to JPY400 billion.  Citing
people familiar with the matter, WSJ says that the final value is
difficult to predict, partly because it isn't clear if about
JPY200 billion of surplus capital will be included.

Citigroup, WSJ relates, may want to maintain some links between
its investment-banking operations and Nikko Cordial.  WSJ says
that Citigroup could also try to forge a joint venture with one of
the large Japanese banks.  People familiar with the matter said
that this could make SMFG or Mizuho, with no current ties to
Morgan Stanley, a more attractive buyer, WSJ states.

According to WSJ, the second round of bidding is likely to finish
around the end of April.  WSJ, citing people familiar with the
matter, relates that the Japanese banks received documentation
this week and are now conducting their due diligence.

                        About Citigroup Inc.

Based in New York, Citigroup (NYSE: C) -- http://www.citigroup.com
-- is organized into four major segments -- Consumer Banking,
Global Cards, Institutional Clients Group, and Global Wealth
Management.  Citigroup had $2.0 trillion in total assets on $1.9
trillion in total liabilities as of
Sept. 30, 2008.

As reported by the TCR on Nov. 25, 2008, the U.S. government
entered into an agreement with Citigroup to provide a package of
guarantees, liquidity access, and capital.  As part of the
agreement, the U.S. Treasury and the Federal Deposit Insurance
Corporation will provide protection against the possibility of
unusually large losses on an asset pool of approximately $306
billion of loans and securities backed by residential and
commercial real estate and other such assets, which will remain on
Citigroup's balance sheet.  As a fee for this arrangement,
Citigroup will issue preferred shares to the Treasury and FDIC.
In addition and if necessary, the Federal Reserve will backstop
residual risk in the asset pool through a non-recourse loan.


CMR MORTGAGE II: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CMR Mortgage Fund II, LLC
        62 First Street, 4th Floor
        San Francisco, CA 94105

Bankruptcy Case No.: 09-30788

Chapter 11 Petition Date: March 31, 2009

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Robert G. Harris, Esq.
                  rob@bindermalter.com
                  Law Offices of Binder and Malter
                  2775 Park Ave.
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700

                  Roya Shakoori, Esq.
                  roya@bindermalter.com
                  Binder and Malter
                  2775 Park Ave.
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700

Estimated Assets: $100 million to $500 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Orrick, Herrington, et al.     Legal Fees        $418,184
c/o M.J. Pritchett
405 Howard Street
San Francisco, CA
94105-2669
Tel: (415) 773-5540

Perry Smith LLP                Accountant        $96,620
c/o Michael Soza
One Embarcadero Center,
Ste. 1330
San Francisco, CA 94111
Tel: (415) 946-7447

Imperial A.I. Credit           Trade Debt        $68,627
Companies
c/o Steven Poleri
Department 7615
Los Angeles, CA 90084
Tel: (415) 836-2854

21 Mira Mesa, LLC              Trade Debt        $50,312

Fidelity National Title        Trade Debt        $45,416
Company

Stein & Lubin LLP              Legal Fees        $34,791

L.A. Commercial Group, Inc.    Trade Debt        $10,251

S.B.S. Trust Deed Network      Trade Debt        $7,471

Seattle Specialty Insurance    Trade Debt        $6,962
Services

City of Oakland                Trade Debt        $3,631

15 SSFDEV, LLC                 Trade Debt        $2,100

Entreken Associates, Inc.      Trade Debt        $1,532

CB Richard Ellis               Trade Debt        $802

Merrill Communications, LLC    Trade Debt        $416

2 Antioch, LLC                 Trade Debt        $290

CT Corporation                 Trade Debt        $257

Jeffer, Mangels, et al.        Trade Debt        $32

Jeffrey D. Trowbridge          Trade Debt        $32

The petition was signed by Graham Seel, senior vice-president.


CMR MORTGAGE III: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: CMR Mortgage Fund III, LLC
        62 First Street, Fourth Floor
        San Francisco, CA 94105

Bankruptcy Case No.: 09-30802

Chapter 11 Petition Date: March 31, 2009

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Reno F.R. Fernandez, Esq.
                  r.fernandez@macdonaldlawsf.com
                  Macdonald and Assoc.
                  221 Sansome St.
                  San Francisco, CA 94104
                  Tel: (415)362-0449

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
   ------                      ---------------   ------------
CMR Mortgage Fund II, LLC      Loan              $1,316,765
62 First Street, Fourth Floor
San Francisco, CA 94105

Orrick, Herrington & Sutcliffe Services          $539,866
LLP
405 Howard Street
San Francisco, CA 94105-2669

Fidelity National Title        Services          $68,019
Company
209 Kearny Street, 2nd Floor
San Francisco, CA 94108

Stein & Lubin LLP              Services          $31,481

Perry-Smith LLP                Services          $17,650

L.A. Commercial Group, Inc.    Services          $12,251

Wheatland Holdings, LLC        Loan              $9,992

EnviroDetics, Inc.             Services          $5,500

S.B.S. Trust Deed Network      Trustee's fees    $5,222

Property Sciences              Appraisal Fees    $4,000

First Street Commercial        Loan              $2,311
Mortgage Fund, LLC

CB Richard Ellis               Services          $1,794

Binder & Malter, LLP           Services          $1,780

CT Corp.                       Services          $1,218

The petition was signed by Graham Seel, senior vice-president.


COLONIAL BANCGROUP: Fitch Retains Negative Watch on 'BB' Rating
---------------------------------------------------------------
The Colonial BancGroup remains on Rating Watch Negative by Fitch
Ratings following an announcement that it has entered into a
definitive agreement with a consortium of private investors to
purchase $300 million of equity in the company.

The maintenance of the Negative Watch reflects the meaningful
conditions attached to the agreement which include a number of
regulatory approvals, the investors obtaining satisfactory
financing, and conversion to a thrift charter.  The consortium is
lead by Ocala, Florida-based mortgage lender Taylor Bean &
Whitaker.  Upon completion of the transaction majority control
would transfer to the new consortium.

This transaction appears to meet the U.S. Treasury's condition for
CNB to raise equity from the private sector prior to issuing
preferred stock through the Capital Purchase Program, for which
CNB already received preliminary approval, amounting to 3% of
risk-weighted assets.  However, should the transaction not come to
fruition and CNB not raise the necessary capital through private
and public sources, multiple notch downgrades would result.

As part of CNB's informal Memorandum of Understanding with the
FDIC and the Federal Reserve Bank of Atlanta, the company agreed
to increase Colonial Bank's Tier 1 leverage and total risk-based
capital ratios to 8% and 12%, respectively, by March 31, 2009, as
recently disclosed in CNB's 10K.  Colonial Bank's Tier 1 leverage
and total risk-based capital ratios were at 6.03% and 11.37% at
Dec. 31, 2008, respectively. While there is a definitive agreement
in place, clearly the March 31st capital ratios will not benefit
from this transaction.  While the capital augmentation from TBW
alone would not allow CNB to reach these levels, the additional
CPP funding should bring the company's capital ratios into
compliance.

Separate from the concerns regarding CNB's capital position,
should asset quality deteriorate beyond levels already
incorporated in its current ratings, Fitch would likely downgrade
CNB's ratings.  Furthermore, under the MOU the company agreed to
improve asset quality by dates beginning June 30, 2009.

Fitch has downgraded the rating of CBG Florida REIT, a subsidiary
of Colonial Bank.  This reflects the heightened probability that
the conditional exchange event, as provided for under the original
offering, could be triggered depending on the bank's capital
ratios, under which the REIT preferred would become preferred of
the holding company should the bank become undercapitalized.

These ratings remain on Negative Watch:

The Colonial BancGroup, Inc.

  -- Long-term Issuer Default Rating 'BB';
  -- Short-term IDR 'B';
  -- Subordinated debt 'BB-';
  -- Individual 'C/D';
  -- Support at '5';
  -- Support Floor at 'NF'.

Colonial Bank

  -- Long-term IDR 'BB+';
  -- Long-term deposits 'BBB-';
  -- Short-term IDR 'B';
  -- Short-term deposits 'F3';
  -- Subordinated debt 'BB';
  -- Individual 'C/D'
  -- Support at '5';
  -- Support Floor at 'NF'.

Colonial Capital Trust IV

  -- Preferred stock 'B+'.

Fitch has downgraded this rating which remains on Negative Watch:

CBG Florida REIT

  -- Preferred stock to 'B+' from 'BB'.


COLONIAL BANCGROUP: Moody's Cuts Bank Strength Rating to 'E+'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Colonial
BancGroup (issuer to Caa1 from B2) and its subsidiaries, including
its lead bank, Colonial Bank (financial strength to E+ from D, and
long term bank deposits to B1 from Ba2).  Following the downgrade,
the ratings remain on review with direction uncertain.

Moody's said the downgrade reflects its opinion that, given the
likely credit costs in the bank's commercial real estate
portfolio, there is a significant risk of the firm becoming
undercapitalized, absent a substantial capital injection.  Moody's
notes that Colonial announced that it has signed an agreement with
Taylor, Bean & Whitaker which is leading a consortium that has
conditionally agreed to invest $300 million of equity in the
company.  However, the rating agency believes that there is
substantial execution risk to this deal being consummated.  Of
particular concern is the need for the consortium to obtain
financing for its portion of the investment.  This concern is
heightened by the current challenging environment for obtaining
such financing. In Moody's opinion, the other contingencies
attached to this capital injection also present challenges.  These
contingencies include, receipt by Colonial of satisfactory
confirmation and final approval that the U.S. Treasury Department
will purchase shares of preferred stock and warrants pursuant to
the Capital Purchase Program equal to 3% of Colonial's risk
weighted assets, the obtaining of necessary financing by the
investors, receipt of all regulatory and NYSE approvals, and the
completion of satisfactory due diligence by the investor
consortium by April 30, 2009.

Moody's said that its review with direction uncertain indicates
that the conclusion of the ratings review is dependent on the
outcome of the capital injection.  If Colonial is successful in
securing the approximate $850 million of capital ($300 million in
private capital and approximate $550 million in TARP preferred
capital), then Colonial's bank financial strength rating could
move back into the D category.  This is because the significant
capital raise would be expected to be sufficient to absorb
expected losses in the portfolio.  However, if Colonial is
unsuccessful in securing the approximate $850 million of capital,
the bank financial strength rating could move to E.

Moody's said that Colonial's sizable concentration in Florida
commercial real estate, residential development in particular,
presents a substantial risk to the firm.  The CRE portfolio
accounts for approximately 6 times tangible common equity, with
construction lending comprising approximately 60% of total CRE.
Colonial has seen more than a four-fold increase in nonperforming
assets from the prior year end, largely in the residential
construction and land portfolio.

Moody's further notes Colonial's inability to secure the
approximate $850 million of equity would result in the company not
meeting the requirements set out in the informal Memorandums of
Understanding that it entered into with the FDIC and the Alabama
State Banking Department as well as the Federal Reserve Bank of
Atlanta.  In this MOU Colonial agreed to increase its Tier 1
leverage ratio to 8% and its total risk based capital ratio to 12%
by March 31, 2009.  Failure to adequately address the regulatory
concerns could result in further regulatory action, including the
eventual appointment of a receiver or conservator of Colonial
Bank's net assets.

Moody's last rating action on Colonial was on January 28, 2009,
when the bank's financial strength rating was downgraded to D from
C- and long term deposits to Ba2 from Baa1.  Following the
downgrade, the ratings were placed on review for possible further
downgrade.

These debts were downgraded:

Downgrades:

Issuer: CBG Florida REIT Corp.

  -- Preferred Stock Preferred Stock, Downgraded to Ca from Caa2

Issuer: Colonial BancGroup, Inc. (The)

  -- Issuer Rating, Downgraded to Caa1 from B2

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ca to
     (P)Caa3 from a range of (P)Caa2 to (P)Caa1

  -- Subordinate Regular Bond/Debenture, Downgraded to Caa3 from
     Caa1

Issuer: Colonial Bank

  -- Bank Financial Strength Rating, Downgraded to E+ from D

  -- Issuer Rating, Downgraded to B2 from Ba3

  -- OSO Senior Unsecured OSO Rating, Downgraded to B2 from Ba3

  -- Subordinate Regular Bond/Debenture, Downgraded to Caa1 from
     B2

  -- Senior Unsecured Deposit Rating, Downgraded to B1 from Ba2

Issuer: Colonial Capital Trust IV

-- Preferred Stock Preferred Stock, Downgraded to Caa3 from
   Caa1

Colonial is headquartered in Montgomery, Alabama, and its reported
assets were $26 billion at December 31, 2008.


COMMUNITY BANCORP: Delays Filing of 2008 Annual Report
------------------------------------------------------
Community Bancorp filed on April 1, 2009, a Notification of Late
Filing on Form 12b-25 with the Securities and Exchange Commission
to report that it was not able to file its Annual Report on Form
10-K for the year ended December 31, 2008.

In February 2009, the Company disclosed that it is in the process
of completing its study of goodwill impairment and assessing the
appropriate level of the allowance for loan losses in light of
challenging market conditions.  The Company has not concluded the
goodwill impairment study, and the assessment of the appropriate
level of the allowance for loan losses has not been completed.
Therefore, the Company is still in the process of completing its
financial statements for 2008 and is still unable to report on its
final results for the year.

The Company expects that it will report a loss for the year ended
December 31, 2008, compared to net income of $20.4 million for the
year ended December 31, 2007, report a provision for loan losses
higher than the amount reported in regulatory reports and incur a
charge to operations for a valuation allowance on deferred taxes.
However, the Company is unable to report on its final results for
2008 until the audit of its consolidated financial statements has
been completed.

As a result of these losses, the Company expects its principal
banking subsidiary, Community Bank of Nevada, to be "adequately
capitalized" and Community Bank of Arizona to be "well-
capitalized" for regulatory purposes as of December 31, 2008.
These losses, the Company's level of non-performing assets at
year-end 2008 and discussions with regulators have led management
to expect that federal and state regulators will require a formal
agreement with respect to, among other things, asset quality,
capital and earnings.

Community Bancorp -- http://www.community-bancorp.com/--
headquartered in Las Vegas, Nevada, is the holding company for
Community Bank of Nevada and Community Bank of Arizona. In 2002,
Community Bancorp was formed as the holding company of Community
Bank of Nevada, a Las Vegas based bank organized in July 1995 by
local community leaders and experienced bankers with the mission
of providing superior community banking services.

As of September 30, 2008, Community Bancorp had $1.78 billion in
total assets and $1.55 billion in total liabilities.  Community
Bancorp reported a net loss of $2.96 million for the three months
ended September 30, 2008.


COMMUNITY BANCORP: Defers TruPS Interest Payment, to Merge Units
----------------------------------------------------------------
To bolster the capital ratios at its Nevada bank, Community
Bancorp has filed applications with bank regulatory agencies to
merge its Arizona subsidiary bank into Community Bank of Nevada,
thereby acquiring excess capital at the Arizona subsidiary and
reducing expenses.

Additionally, it has begun to (i) defer the interest payments on
its subordinated trust preferred obligations as permitted by the
governing instruments, (ii) explore the possibility of selling
performing loans in order to reduce its risk based assets, (iii)
reduce its reliance on brokered deposits and (iv) initiate other
strategies to preserve and expand its capital and those of its
subsidiaries.  While the Company is deferring interest payments on
the subordinated trust preferred obligations, it is prohibited
from making any dividend payments on or repurchasing its capital
stock.

As reported in today's Troubled Company Reporter, the Company
expects to report a loss for the year ended December 31, 2008,
compared to net income of $20.4 million for the year ended
December 31, 2007.  The Company expects its principal banking
subsidiary, Community Bank of Nevada, to be "adequately
capitalized" and Community Bank of Arizona to be "well-
capitalized" for regulatory purposes as of December 31, 2008.  The
losses, the Company's level of non-performing assets at year-end
2008 and discussions with regulators have led management to expect
that federal and state regulators will require a formal agreement
with respect to, among other things, asset quality, capital and
earnings.

Community Bancorp -- http://www.community-bancorp.com/--
headquartered in Las Vegas, Nevada, is the holding company for
Community Bank of Nevada and Community Bank of Arizona. In 2002,
Community Bancorp was formed as the holding company of Community
Bank of Nevada, a Las Vegas based bank organized in July 1995 by
local community leaders and experienced bankers with the mission
of providing superior community banking services.

As of September 30, 2008, Community Bancorp had $1.78 billion in
total assets and $1.55 billion in total liabilities.  Community
Bancorp reported a net loss of $2.96 million for the three months
ended September 30, 2008.


COMMUNITY BANCORP: Discloses Non-Compliance Under $6.6MM Loan
-------------------------------------------------------------
Community Bancorp said it is not in compliance with the debt
service coverage ratios of a $6.6 million borrowing at
December 31, 2008, and the non-compliance continues.

To obtain a previous waiver of non-compliance with these ratios,
the Company secured the borrowing with the shares of its Arizona
subsidiary bank.  Interest and principal payments on the borrowing
are current, but the Company's ability to continue to service the
debt may require approval depending on the terms of the
anticipated formal agreement with bank regulators.

The Company expects to repay the borrowing as part of the merger
of the two subsidiaries.  As reported in today's Troubled Company
Reporter, Community Bancorp has filed applications with bank
regulatory agencies to merge its Arizona subsidiary bank into
Community Bank of Nevada -- to bolster the capital ratios at its
Nevada bank by acquiring excess capital at the Arizona subsidiary
and reducing expenses.

While the Company remains in default of the covenant or any other
covenant or obligation of the borrowing, the lender may elect to
sell the collateral to repay the borrowing.

"As we witnessed in the news throughout the country, real estate
values have declined and Nevada and Arizona real estate
experienced their share of substantial declines in values during
the fourth quarter of 2008 and continue to have downward pressure
this year," Edward M. Jamison, its Chairman, President and Chief
Executive Officer, said.  "With the decline in the economic
indicators in Nevada and Arizona and our own experience with
stressed businesses and loans, we have and continue to assess the
underlying collateral values supporting our loan portfolio and,
when appropriate, either set aside reserves or write off these
reductions in values.  This resulted in higher reserves and higher
loan amounts being written-off during 2008.  Banks with real
estate concentration have been impacted by these declining values
and loan performance issues.

"Nevada, with the gaming and hospitality industry, construction,
and small businesses, is feeling the impact of the times.  Arizona
likewise has had declines in property values, heightened vacancies
in commercial offices and the retail real estate sector and
increasing unemployment numbers. Our communities, in which we
operate, have been severely impacted by the economic downturn and
continue to do so.  Local banks in general are a reflection of the
economy of the communities in which they operate and our community
has been economically stressed.  Likewise as recovery comes we
believe that Las Vegas will rebound and grow and recover along
with the country as a whole.

"We believe that the Board of Directors and management of the
Company have implemented a very aggressive strategy to address the
challenges of this economic cycle. We are moving forward and
executing our plans to strengthen our capital, our earnings and
our asset quality. We have hundreds of dedicated officers and
employees working toward solutions and progress is being made. Our
customers are loyal and we appreciate that."

Community Bancorp -- http://www.community-bancorp.com/--
headquartered in Las Vegas, Nevada, is the holding company for
Community Bank of Nevada and Community Bank of Arizona. In 2002,
Community Bancorp was formed as the holding company of Community
Bank of Nevada, a Las Vegas based bank organized in July 1995 by
local community leaders and experienced bankers with the mission
of providing superior community banking services.

As of September 30, 2008, Community Bancorp had $1.78 billion in
total assets and $1.55 billion in total liabilities.  Community
Bancorp reported a net loss of $2.96 million for the three months
ended September 30, 2008.


CONSECO INC: S&P Removes 'CCC' Rating from Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it removed its 'CCC'
counterparty credit rating on Conseco Inc. and its 'BB-'
counterparty credit and financial strength ratings on Conseco
Inc.'s insurance operations from CreditWatch, where they were
placed on March 2, 2009, with negative implications.

Standard & Poor's also said that it affirmed all these ratings.

The outlook on all these companies is negative.

"We took these rating actions following Conseco's announcements
that it has successfully amended the covenants of its credit
facility to provide a greater level of cushion and that the
auditor's opinion regarding 2008 operating results is
unqualified," explained Standard & Poor's credit analyst Jon
Reichert.

Although operating earnings did improve in 2008, the negative
outlook reflects the uncertainty regarding the sustainability of
the improved performance, given the weak economic environment.
Further investment write-downs or deterioration in the insurance
subsidiaries' operating performance would likely reduce the
group's statutory capital base.  The ratings anticipate that the
consolidated insurance group will maintain an NAIC risk-based
capital ratio of at least 225% and that statutory (cash) fixed-
charge coverage will remain above 1x.  "If the company does not
meet these metrics, S&P will likely lower the ratings," Mr.
Reichert added.  "Alternatively, if the group can demonstrate a
sustained track record of steadily improving operating earnings
and capital, S&P could revise the outlook to stable."


COOPER COMPANIES: Moody's Changes Outlook on Ba3 Rating to Stable
-----------------------------------------------------------------
Moody's Investors Service has changed the rating outlook for The
Cooper Companies, Inc. to stable from negative reflecting the
prospect of enhanced cash generation and debt reduction over the
next twelve months.  In addition, Moody's has affirmed all of
Cooper's long term ratings at Ba3, including the corporate family
and probability of default ratings, as well as its SGL-3
speculative grade liquidity rating.

The stable outlook reflects Moody's expectation that Cooper will
deliver solid top-line performance and strong earnings over the
near term despite challenging global economic conditions.  The
completion of Cooper's multi-year, capital intensive restructuring
of its manufacturing facilities and production capabilities during
2008 is viewed positively and should benefit earnings in 2009 and
2010.  The stable outlook incorporates Moody's view that the
restoration of financial metrics will be gradual as these actions
continue to gain traction, cash flow demonstrates its
sustainability and management executes its strategy to reduce the
debt load and financial leverage.  The company's stated strategy
of debt reduction is a key component of the stable outlook.  A
meaningful deviation from the current fiscal posture that results
in increased event risk or shareholder friendly activities could
have negative rating implications.

These ratings were affirmed:

  -- Corporate Family Rating at Ba3;

  -- Probability of Default Rating at Ba3;

-- Ba3 rating (LGD4/51%) on Senior Unsecured Notes due 2015;
   and

  -- Speculative Grade Liquidity Rating at SGL-3.

The previous action on Cooper was the March 19, 2008 downgrade of
the speculative grade liquidity rating to SGL-3 from SGL-2.

Headquartered in Pleasanton, California, The Cooper Companies,
Inc., through its principal business units, develops, manufactures
and markets healthcare products.  CooperVision develops,
manufactures and markets a broad range of contact lenses for the
worldwide vision correction market.  CooperSurgical develops,
manufactures and markets medical devices, diagnostic products and
surgical instruments and accessories used primarily by
gynecologists and obstetricians.  For the twelve months ended
January 31, 2009, the company reported approximately $1.1 billion
in revenues.


COUNTRYWIDE FINANCIAL: Resolves Subprime Lawsuit, To Modify Loans
-----------------------------------------------------------------
Jay Miller at The Wall Street Journal reports that Countrywide
Financial Corp. has settled allegations by New Jersey borrowers
that the Company put borrowers in risky subprime loans.

According to WSJ, the judgment calls for a no-fee, streamlined
loan-modification program and sets aside $3.67 million for the
borrowers and for foreclosure-mitigation programs.  WSJ states
that Countrywide Financial agreed to work with borrowers to modify
loans and not to start foreclosure proceedings until it can be
determined whether a borrower is staying in his home.  Countrywide
Financial will submit quarterly reports to the state on the status
of its modification program.

WSJ quoted Governor Jon S. Corzine as saying, "I am pleased by the
agreement with Countrywide Financial.  These are homeowners who
through aggressive sales and marketing of inappropriate or bad
loans have lost their homes or are in danger of losing their
homes.  This judgment dovetails New Jersey's ongoing efforts
through our Economic Assistance and Recovery Plan to help those
who have lost their homes through foreclosure."

WSJ relates that Bank of America Corp., Countrywide Financial's
owner, is retiring the Countrywide name in April.  The Countrywide
brand became a symbol of loose lending practices, aggressive
salesmanship, and risky mortgages, WSJ states.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

As reported by the Troubled Company Reporter, Bank of America
closed its purchase of Countrywide Financial for $2.5 billion on
July 1, 2008.  The mortgage lender was originally priced at
$4 billion, but the purchase price eventually was whittled down to
$2.5 billion based on BofA's stock prices that fell over 40% since
the time it agreed to buy the ailing lender.


CRUSADER ENERGY: Proposes to Use Cash, Has No Lenders Consent
------------------------------------------------------------
Crusader Energy Corp. has filed a request with the U.S. Bankruptcy
Court for the Northern District of Texas to use cash collateral
although there isn't an agreement with secured creditors to use
their collateral, Bloomberg's Bill Rochelle said.

Crusader Energy owes $30 million to a first-lien creditor and $250
million to second-lien debt holders.  Crusader Energy listed debts
totaling $326 million and assets of $750 million.

According to Bill Rochelle, to protect the lenders for use of cash
that's part of the collateral for their claims, Crusader proposes
paying interest to the second-lien creditors.  Crusader contends
that the first-lien lender is protected by an equity cushion.

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

                       About Crusader Energy

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

Crusader Energy Group Inc. and six affiliates filed for Chapter 11
on March 30, 2009 (Bankr. N. D. Tex., Case No.: 09-31797).
Richard H. London, Esq., and William Louis Wallander, Esq., at
Vinson & Elkins, LLP, have been tapped as counsel.


CU NATIONAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: CU National Mortgage LLC
        19D Chapin Road
        Pine Brook, NJ 07058

Bankruptcy Case No.: 09-18104

Chapter 11 Petition Date: April 1, 2009

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

        Entity                                     Case No.
        ------                                     --------
U.S. Mortgage Corp.                                09-14301

Court: District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Bruce D. Buechler, Esq.
                  bbuechler@lowenstein.com
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2308

Estimated Assets: $1 million to $10 million

Estimated Debts: $100 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Fannie Mae                     loan              $99,204,453
185 Market Street, Suite 2300
Philadelphia, PA 19103

Suffolf Federal Credit Union   loan              $33,756,848
3681 Horseblock Road
Medord, NY 11768

Proponent Federal Credit Union loan              $21,614,908
536 Washington Avenue
Nutley, NJ 07110

Picatinny Federal Credit Union loan              $9,491,133
100 Mineral Springs Road
Dover, NJ 07801

Sperry Associates Federal      loan              $9,168,163
Credit Union
2400 Jericho Turnpike
Garden City, NY 1104

Treasury Department FCU        loan              $8,707,587
1101 2nd Street, NE
Washington, DC 20002

Grand Bank NA                  loan              $5,725,274
1 Edinburg Road
Trenton, NJ 08619

Novartis Federal Credit Union  loan              $3,105,334
One Health Plaza
Building 101/103 Link
East Hanover, NJ 07936

Educational Systems Federal    loan              $3,095,838
Credit Union
7500 Greenway Center Drive
Suite 1300
Greenbelt, MD 20768

County Educators Federal        loan             $2,790,155
Credit Union

Energy Federal Credit Union     loan             $2,648,619
5 Choke Cherry Road, Ste. 110
Rockville, MD 20850

Rutgers Federal Credit Union    loan             $2,227,970
100 College Avenue
New Brunswick, NJ 08901

Piedmont Aviation Credit Union  loan             $2,149,315
3810 North Liberty Street
Winston Salem, NC 27105

Pinnacle Federal Credit Union   loan             $1,765,487
135 Raritan Center Parkway
Edison, NJ 08837

Velocity County FCU             loan             $1,469,255
2801 PGA Boulevard
Palm Beach Gardens, FL 33410

TCT Federal Credit Union        loan             $1,029,786
416 Rowland Street
Ballston Spa, NY 12020

Lassen County Federal Credit    loan             $832,467
Union
2505 Riverside Drive
Susanville, CA 96130

JM Associates Federal Credit    loan             $502,278
Union
8019 Bayberry Road
Jacksonville, FL 32256

Miami Firefighters Federal      loan             $490,000
Credit Union

First Florida Credit Union      loan             $447,537

The petition was signed by Andres Liput, senior vice president and
general counsel.


DAVID ZOOK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: David J. Zook
        5623 N. 68th Pl.
        Paradise Valley, AZ 85253

Bankruptcy Case No.: 09-05415

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Daniel P. Collins
                  Collins May Potenza Baran & Gillespie
                  2210 Chase Tower
                  201 North Central Avenue
                  Phoenix, AZ 85004-0022
                  Tel: (602) 252-1900
                  Fax: (602) 252-1114
                  Email: dcollins@cmpbglaw.com

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

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

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

             http://bankrupt.com/misc/azb09-05415.pdf


DEAN NELSON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Dean Allen Nelson
        1764 Ben Fulton Road
        North Lawrence, OH 44666

Bankruptcy Case No.: 09-61037

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Terrence J. Steel, Esq.
                  4600 Euclid Avenue, Suite 400
                  Cleveland, OH 44103
                  Tel: (216) 241-2880
                  Email: terry@cowdenlaw.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/ohnb09-61037.pdf


DELPHI CORP: Auto Panel to Decide on Add'l GM Funding April 30
--------------------------------------------------------------
The Auto Task Force of the United States Department of the
Treasury submitted to the U.S. Bankruptcy Court for the Southern
District of New York a statement in response to the second
amendment to an Accommodation Agreement with JPMorgan Chase Bank,
N.A., as administrative agent, and the requisite lenders from
Tranche A and Tranche B of the Debtors' $4.35 billion DIP credit
facility, which became effective on March 31, 2009.

The amendment effectively extends the March 31 default deadline
under the Accommodation Agreement to April 7, and requires Delphi
to secure an additional $150 million from General Motors by this
new date, or, in the alternative, to apply the $117 million on
deposit in the Incremental Borrowing Base Cash Collateral Account
to the Tranche A Facility and the Tranche B Term Loan on April 8,
or otherwise be in default under the Accommodation Agreement.

The Treasury informed the Court that the extension through April 7
is insufficient and that it will need 30 days - until April 30 -
(a) to undertake its due diligence of the GM-Delphi relationship
and assess whether to reconsider its objection to GM's commitment
to fund Delphi with $150 million pursuant to Amendment 4 and
Amendment 5 to the GM Arrangement and (b) to sit with all relevant
stakeholders to attempt to reach a comprehensive solution that
permits Delphi to emerge from chapter 11.  The Treasury has
articulated this need for 30 days to Delphi, GM and the Lenders.

The Treasury's right to prohibit GM from funding Delphi
$150 million is unequivocal.  Specifically, as a condition to the
GM Amendments' effectiveness, the Treasury must not have notified
GM, on or before March 23, that it objects to the increase in GM's
commitment to $450 million.  The Treasury's right to object is
contained in the Loan and Security Agreement, dated December 31,
2008, by and between GM (and certain other borrowers) and
Treasury.  The LSA provides the Treasury with the right to
prohibit borrowers from engaging in Material Transactions, defined
as transactions not in the ordinary course of business that exceed
$100 million.  In accordance with its rights, on March 23, the
Treasury objected to GM's funding of Delphi in the amount of $150
million.  The Treasury reserved the right to reconsider its
objection upon obtaining a more thorough understanding of the
transactions and the needs of Delphi and GM.

The Treasury has informed Delphi that any further funding by GM
can only be made in conjunction with the requisite parties'
resolving Delphi's liquidity needs in bankruptcy, including
emergence funding, as well as GM's risks associated with
continuity of supply of auto parts.

The Treasury's position is that a standstill agreement that
preserves the status-quo through April 30 will provide it and
other interested parties, including Delphi, the Lenders, the
unsecured creditors and GM, breathing space to assemble a modified
restructuring plan that is mutually beneficial to GM and Delphi
and its creditors.  As evidence of its good faith, the Treasury is
prepared to provide the Court with interim updates assessing
progress towards a global resolution during this 30 day
period.

                  $150-Mil. Add'l Funding from GM

As reported by the TCR on March 4, Delphi disclosed several
agreements reached with General Motors to supplement Delphi's
liquidity position and to substantially complete Delphi's
portfolio transformation through the sale of Delphi's global
Steering business.  The sale of the Steering business is a
strategic component of Delphi's transformation strategy, which was
announced in March 2006.  Pursuant to two amendments to GM's
liquidity advance agreement with Delphi, GM has agreed to increase
from $300 million to $450 million the amount it is committed to
advance to Delphi.

The Bankruptcy Court adjourned hearings on agreements to provide
additional time for the U.S. Treasury to evaluate the agreements,
which the U.S. Treasury determined are "material transactions"
under its December 31, 2008 loan agreement with GM, and for Delphi
to meet and confer with objectors to the approval of the GM
Steering Option Exercise Agreement regarding objections not
otherwise settled prior to Tuesday's hearing.

The sale of the Steering business is a strategic component of
Delphi's transformation strategy, which was announced in March
2006.  Pursuant to two amendments to GM's liquidity advance
agreement with Delphi, GM has agreed to increase from $300 million
to $450 million the amount it is committed to advance to Delphi.
The three agreements remain subject to certain conditions
including U.S. Treasury concurrence.

The Court has deferred to another date the hearing scheduled for
April 2 on the Delphi's proposed additional loans from GM and deal
in connection with the steering business sale.  The hearing was
adjourned at the request of the Treasury.  According to Bloomberg
News, John Wm. Butler, Esq., at Skadden, Arps, said at the April 2
hearing, "I personally take this as a very good news that the auto
task force has appeared in this court" and is ready to play a
substantial role in Delphi's reorganization.

                        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.

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


DELPHI CORP: Proposes May 15 Auction for Suspension and Brake Biz
-----------------------------------------------------------------
Delphi Corp. has signed a deal to sell the remainder of its
suspension and brake business to BeijingWest Industries Co., but
the sale is subject to higher and better offers at an auction.

Delphi has submitted to the U.S. Bankruptcy Court for the Southern
District of New York proposed auction procedures for its
suspension and brake business.  The procedures provide for these
terms:

  -- All qualified bidders would be afforded an opportunity to
     participate in the due diligence process.

  -- Competing bids will be due May 11, 2009.

  -- If competing bids are timely received, an auction will be
     held on May 15.

  -- A hearing to consider approval of the sale to the winning
     bidder on May 21.  Sale objections are due May 14.

The Court will convene a hearing on the proposed procedures on
April 23, 2009.  Objections are due April 16.

A copy of the proposed Bid Procedures is available for free at:

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

BeijingWest has offered to buy Delphi's brakes and ride dynamics
businesses for $90 million.  The purchase price is subject to
adjustment for a number of items including adjustments for
inventory; certain liabilities associated with employees; an
upward adjustment for amounts paid to purchase leased engineering
vehicles that the Buyer wishes to buy at closing; an adjustment
for certain capital expenditures made by the Sellers between June
and August 2009, in the event such expenditures are greater or
less than the targeted capital expenditures for that period; and,
in the event the closing does not occur by November 1, 2009 for
certain reasons; an upward or downward adjustment for certain
capital expenditures in August, but only in the event that such
expenditures are greater or less than the targeted capital
expenditures for that period; an upward adjustment for certain
payments to a certain customer; an upward adjustment for certain
capital expenditures in Mexico; and an upward adjustment for
certain advance payments.

In addition, BeijingWest has agreed to reimburse the Sellers for
capital expenditures (i) of approximately $7 million to Shanghai
Dynamics and Propulsion Systems, Co., Ltd. -- Delphi China Brakes
-- a non-Debtor affiliate, within two days of the entry of the
sale order, and (ii) additional payments for certain capital
expenditures to the Poland and/or U.K. businesses.

BeijingWest is a Chinese investment entity, of which key investors
include Shougang Corporation as the majority owner, and an
affiliate of Tempo International Group, Inc.  Under the Agreement,
on or prior to April 9, 2009, the Buyer will deliver to an escrow
agent the sum of $20,000,000 as an earnest money deposit amount.
In the event that the Agreement is terminated as a result of a
material breach of the Agreement or Bidding Procedures by the
Buyer, the Sellers would be permitted to retain the Deposit
Amount.

Delphi will pay BeijingWest a break-up fee of $2,940,000 in the
event it enters into a sale transaction with another party.  Other
parties are required to submit bids exceeding BeijingWest's offer
by an amount more than the break-up fee.

A copy of the BeijingWest Asset Purchase Agreement is available
for free at http://bankrupt.com/misc/Delphi_BeijingWestAPA.pdf

                        The Brakes Business

The Brakes Business began in the 1930s as part of GM and was spun
off as part of the Chassis Division in 1999 when Delphi was
formed.  At the time of the spinoff, the Brakes Business began
product launches on vehicles produced in China.  Delphi's Brakes
Business produces brake systems as well as brake components.
These systems and components range from traditional hydraulic
brake systems (known as foundation brakes) to controlled brake
products which integrate foundation brakes with electronic
controls (such as anti-lock brakes).

In addition to brake systems and components, the Brakes Business
also offers value-added brake corner modules, which typically
include assembled components such as steering knuckles, brake
calipers and linings, rotors or drums, wheel bearings, and various
fasteners.

The Brakes Business has assets in China, the U.S., and Mexico,
with two manufacturing facilities located in Shanghai, China and
one such facility in Juarez, Mexico.  In addition to certain
engineering capabilities at the Chinese manufacturing sites, the
Brakes Business also maintains three technical centers in each of
Brighton, Michigan; Dayton, Ohio; and Shanghai, China, in which
application and development engineers provide engineering
services which include developing new products and interfacing
with customers to fit the product to the vehicle and provide
feedback for future product needs.  In addition, the Brakes
Business leases certain testing and storage facilities which will
be transferred as part of the sale.  The dedicated workforce for
the Brakes Business is comprised of approximately 843 employees,
including 465 hourly employees and 378 salaried employees.  Of
these employees, 149 are U.S. employees, all of whom are salaried
employees (primarily engineers).

The Brakes Business has a diversified customer base which
primarily consists of China's major automotive OEMs.  Nearly two-
thirds of the forecasted 2009 revenue for the Brakes Business is
from Shanghai General Motors, but the business has significant
sales to BYD, Chang'an Motors, and Chery, among other customers.
At its Mexico plant, the Brakes Business produces brakes for
Harley-Davidson Motor Company and is currently Harley-
Davidson's exclusive supplier for controlled braking products.
Globally, it is estimated that for the year ended December 31,
2008, the Brakes Business achieved revenue approximating $235
million. In 2008, the Brakes Business booked more than $900
million in new business.

                    The Ride Dynamics Business

The Ride Dynamics Business traces its history back to 1927 and is
a global designer and manufacturer of highly-engineered
suspensions systems.  Since Delphi's spinoff from GM, the Ride
Dynamics Business has diversified and expanded its customer base
to become a world leader in suspensions systems.  Delphi's Ride
Dynamics Business consists primarily of two product lines: passive
dampers (including hydraulic/mechanical shocks, struts, and
related suspension modules) and electrically-controlled damping
systems (including controlled dampers, active stabilizer bars, and
leveling systems).

The Ride Dynamics Business has significant manufacturing assets in
China, India, Mexico, Poland, and the United Kingdom, and also
maintains multiple worldwide engineering locations.  The Ride
Dynamics Business' products are primarily manufactured in
four facilities located in Noida, India; Chihuahua (Los Pinos),
Mexico; Krosno, Poland; and Luton, U.K. In addition to certain
engineering capabilities at the Ride Dynamics Business'
headquarters in Dayton, Ohio, the Ride Dynamics Business also
maintains technical centers in Brighton, Michigan; Krakow, Poland;
Paris, France; Shanghai, China; and Tokyo, Japan, as well
as Italy and Germany, in which application and development
engineers provide Engineering Services.  The dedicated workforce
for the Ride Dynamics Business is comprised of approximately 2,125
employees, including 1,417 hourly employees and 708 salaried
employees.  Of the latter, 124 are salaried U.S. employees
(primarily engineers). 29. The Ride Dynamics Business has a
diversified customer base, including Acura, Audi, BMW, Ferrari,
Ford, GM, Land Rover, Mercedes, and other companies.

Approximately 25% of the forecasted 2009 revenue for the Ride
Dynamics Business is from sales to GeneralMotors North America,
but the business also has significant sales to BMW, Ford, and
Honda, among other customers.  Globally, for the year ended
December 31, 2008, the Ride Dynamics Business achieved estimated
revenue approximating $434.6 million.

                        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.

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


DELSITE INC: Runs Out of R&D Funding; Files for Chapter 7
---------------------------------------------------------
Irving, Texas-based DelSite, Inc. filed for bankruptcy protection
under Chapter 7 of the U.S. bankruptcy laws yesterday and the
Company will be liquidated.  The Company's Board of Directors
authorized the filing in a teleconference on April 1, 2009, after
extensive efforts to raise funds for its ongoing drug development
operations and for its H5N1 bird flu clinical trial proved
unsuccessful.

Since the company discontinued its manufacturing operations in
January 2009 it has not had sufficient revenue to sustain its
operations and the inability to secure additional funding has left
the company's cash resources depleted. The company is in default
on its debt and is unable to pay its creditors, secured and
unsecured.

As of the date of the filing of the voluntary bankruptcy petition
the trustee assumed jurisdiction over all of the assets of the
Company, including all of the outstanding shares of DelSite
Biotechnologies, Inc. and Sabila Industrial, S.A., both wholly-
owned subsidiaries of the Company.  The Company ceased operations
effective at the time of the filing and has no ability to continue
funding the business operations of DelSite Biotechnologies, Inc.
or Sabila Industrial, S.A.  The business operations of Sabila
Industrial were discontinued on or about January 29, 2009.

The Company was unable to file its Form 10-K Annual Report for
2008 and anticipates that there will be no funds available for
distribution to equity holders of the Company.

                           About DelSite

DelSite, Inc. is an ISO 9001-certified, research-based,
biopharmaceutical and consumer products company with a core
technology based on naturally occurring complex carbohydrates.
DelSite is developing its proprietary GelSite(R) technology
designed to provide controlled release of peptide and protein-
based drugs.  More than 130 patents protect its technology.


DENAR RESTAURANTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Denar Restaurants, LLC
        3318 Forest Lane, Suite 200
        Dallas, TX 75234

Bankruptcy Case No.: 09-41675

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Fries Management, LLC                      09-41676

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Fort Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Davor Rukavina, Esq.
                  Munsch, Hardt, Kopf & Harr
                  500 N. Akard Street, Ste. 3800
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7587
                  Fax: (214) 978-5359
                  Email: drukavina@munsch.com

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

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

The petition was signed by Richard J. Dobbyn, vice president of
the company.

A list of the Debtor's largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/wiwb09-11613.pdf


DESTINY PLASTICS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Destiny Plastics, Inc.
        57 Bell Canyon Dr.
        Dove Canyon, CA 92679
        Tel: (949) 709-1985

Bankruptcy Case No.: 09-15376

Chapter 11 Petition Date: March 23, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Marc C. Forsythe, Esq.
                  660 Newport Center Drive, Suite 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409
                  Email: kmurphy@goeforlaw.com

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

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

The petition was signed by Kevin McMullin, CEO of the company.

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

             http://bankrupt.com/misc/cacb09-15376.pdf


EBRO FOODS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Ebro Foods, Inc.
        1330 W. 43rd Street
        Chicago, IL 60609
        Tel: (773) 696-0150

Bankruptcy Case No.: 09-10101

Chapter 11 Petition Date: March 24, 2009

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

Company Description: Ebro Foods, Inc., operates a food processing
                     facility producing canned specialty foods.
                     See http://www.ebrofoods.com/

Debtor's Counsel: Forrest L. Ingram, Esq.
                  Forrest L. Ingram, P.C.
                  79 W Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298
                  Email: fingram@fingramlaw.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Zenaida E. Abreu, president of the
company.

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

             http://bankrupt.com/misc/ilnb09-10101.pdf


DIAL-A-MATTRESS: Court Okays $550,000 Loan From Sleepy's Unit
-------------------------------------------------------------
The Hon. Dennis E. Milton of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Dial-A-Mattress Operating
Corp. and its affiliates to borrow on an interim basis up to
$550,000 in postpetition secured financing from Newco Trading LLC.

Newco Trading is a subsidiary of Sleepy's Holdings LLC, a fellow
mattress retailer seeking to buy the Debtors' assets, Bankruptcy
Law360 reports.

The Debtors are also authorized to use the cash collateral
securing their obligations to their prepetition lenders.

To fund the Debtors' operations in 2008, Dial secured a $700,000
loan from Rex Bedding Corp. secured by a lien on substantially all
of the assets of Dial, Dial-A-Mattress International Ltd. and 1-
800-Mattress Corp.  On March 16, 2009, the Rex Loan was amended to
include an additional $192,090.  As of the Petition Date, $892,090
was due under the Rex Loan.

On December 31, 2008, Dial entered into a Term Note, Loan and
Security Agreement with JPMorgan, which provided for the borrowing
of $450,000 and which was secured, senior to Rex, in all of the
assets of the Dial.  The Chase Loan was guaranteed by
substantially all of the assets of the Debtors.  Repayment of the
Chase Loan is due June 2009, and has an outstanding principal
balance of $385,000.

Judge Milton held that JPMorgan Chase Bank and Rex will be granted
additional and replacement liens and security interests in the
Debtors' property in respect of the Debtors' use of cash
collateral and to the same extent and in the same amount and
priority as those which existed as of the Voluntary Petition Date.

On March 17, 2009, Blue Bell Mattress Company, 6225 Jericho
Turnpike LLC and Sealy, Inc., as petitioning creditors, filed an
involuntary petition against Dial-A-Mattress Operating Corp. for
relief under chapter 7 of the Bankruptcy Code.  On March 23, Dial
filed a motion for order converting its existing chapter 7 case
into a voluntary chapter 11 petition; and 1-800-Mattress Corp. and
Dial-A-Mattress International Ltd., both affiliates of Dial, each
filed petitions for relief under Chapter 11 of the Bankruptcy
Code.

The Debtors had $9.37 million in total assets; $11.1 million in
total current liabilities, plus other obligations.  Dial
International and 1800 disclosed both assets and debts below
$1 million.

The United States Trustee has appointed seven members to an
official committee of unsecured creditors.  The members are:

   (1) Sealy Mattress
       One Office Parkway at Sealy Drive
       Trinity, NC 27370
       Attn: Mike Murray
       Tel: (336) 861-3699

   (2) Simmons Bedding Co.
       One Concourse Parkway, Suite 800
       Atlanta, GA 30328
       Attn: Tom Brkanovic
       Tel: (770) 206-2674

   (3) New York Broadcast Services, Inc.
       2141 Deer Park Ave.
       Deer Park, NY 11729
       Attn: Thomas Pirrone
       Tel: (631) 242-1700

   (4) Knickerbocker Bed Company
       770 Commercial Avenue
       Carlstadt, NJ 07072
       Attn: Richard Polney
       Tel: (201) 933-3100

   (5) S & S Mattress Distribution Corp.
       3706 Carrel Blvd.
       Oceanside, NY 11572
       Attn: Sandra Singh
       Tel: (347) 723-2224

   (6) SendTraffic.com
       469 7th, Ave., 10th Floor
       New York, NY 10018
       Attn: Andrew Zaref
       Tel: (212) 716-1977

   (7) Blue Bell Mattress d/b/a King Koil
       24 Thompson Road
       East Windsor, CT 06088
       Attn: Mark Kovolson
       Tel: (800) 243-8834

The committee members are among the 20 largest unsecured creditors
of the Debtors that -- after being contacted by the U.S. Trustee -
-- were willing to serve on the committee.

The case is In re DIAL-A-MATTRESS OPERATING CORP., et al., (Bankr.
E.D. N.Y. Case No. 09- 41966).  Marc L. Hamroff, Esq., Leslie A.
Berkoff, Esq., and Theresa A. Driscoll, Esq., at Moritt Hock
Hamroff & Horowitz LLP, serve as the Debtors' counsel.

A full-text copy of the Interim DIP Order is available at no
charge at http://bankrupt.com/misc/nyeb09-41966InterimDIPOrder.PDF

A full-text copy of the First Day Affidavit, which includes a list
of Dial's 30 Largest Unsecured Creditors and a summary of the
Company's asset and debt information is available at no charge at
http://bankrupt.com/misc/nyeb09-41966Affidavit.PDF

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.


DOLLAR GENERAL: S&P Raises Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Goodlettsville, Tennessee-based Dollar General Corp., including
its corporate credit rating to 'B+' from 'B'.  The outlook is
stable.

"The rating action follows Dollar General's better-than-expected
operating results for the fiscal year ended Jan. 30, 2009," said
Standard & Poor's credit analyst Ana Lai, "and our expectations
that this positive operating momentum will continue for the
remainder of 2009, resulting in improving cash flow and stronger
credit protection measures."


DREIER LLP: Fortress & Elliot Mgt. Bought $225-Mil. in Phony Notes
------------------------------------------------------------------
Fortress Investment Group LLC and Elliott Management Corp.
together lost more than $225 million buying phony notes sold by
Marc Dreier, Bloomberg's Bill Rochelle said.

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.

U.S. District Judge Jed Rakoff set a June 15 trial date in the
case.  Mr. 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 Mr. 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
Mr. 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.

                         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).


DRUG FAIR: Creditors Committee Wants Case Moved to New Jersey
-------------------------------------------------------------
The newly appointed official committee of unsecured creditors of
Drug Fair Group Inc. wants the Chapter 11 case of the Company
moved to the U.S. Bankruptcy Court for the District of New Jersey.

The Creditors Committee has asked the U.S. Bankruptcy Court for
the District of Delaware to move the case to New Jersey, where the
Debtor operates.  The panel, according to Bloomberg's Bill
Rochelle, cited that:

  -- Creditors prepared papers to file an involuntary petition in
     New Jersey against Drug Fair.  The Company won the race to
     the courthouse by two hours.

  -- More creditors are located in New Jersey than anywhere else.

  -- Being incorporated in Delaware is the only reason Somerset,
     New Jersey-based Drug Fair finds itself in a Delaware
     bankruptcy court.

Bill Rochelle adds that the Committee is also objecting to the
proposed procedures for a quick sale of the Company's business.
Aside from vague statement about dire financial difficulty, the
Committee says there is no factual support for holding a sale so
quickly, the report relates.

As reported by the TCR on March 24, Drug Fair and its affiliates
informed the Delaware Bankruptcy Court that the best way to
maximize value for the benefit of their estates and creditors is
to "attempt an expeditious sale of their assets through one or
more transactions."

To that end, the Debtors executed an asset purchase agreement with
Walgreen Eastern Co., Inc., for the sale of 32 of 58 pharmacies to
Walgreen, for $54 million.  Walgreen, a national, publicly traded
drug store chain with over 6,000 drugstores in the U.S., already
bought 11 of the Debtors' stores pre-bankruptcy.

The Debtors will entertain competing bids for the drug stores.  In
the event the Debtors seek to close a transaction with another
party, Walgreen will be entitled to a $1,620,000 break-up fee, and
up to $600,000 expense reimbursement.

Pursuant to the APA, the Debtors are required to obtain approval
of the auction procedures on or before April 6, 2009, and approval
of the sale 35 days later.  The Debtors' debtor-in-possession
financing has required approval of the auction protocol by 15 days
after the bankruptcy filing (about April 2) and the sale 45 days
after the petition date (about May 2).

The schedule for the auction and the bidding deadline will be
known after the Court approves the auction procedures.  The
Debtors did not state their proposed dates in the auction
procedures presented to the Court.

The Debtors are seeking approval of the sale to Walgreen or the
winning bidder at the auction pursuant to Section 363 of the
Bankruptcy Code.

A full text copy of the Walgreen APA is available for free at:

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

Walgreen is represented by:

     Sidley Austin LLP
     One South Dearborn
     Chicago, Illinois 60603
     Attention: Chris Abbinante
     Phone: (312) 853-7000
     Fax: (312) 853-7036

                    About Drug Fair Group, Inc.

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/-- fka Community Distributors, Inc.,
sells dietary health supplements.

Drug Fair and CDI Group, Inc. filed for Chapter 11 protection on
March 18, 2009, (Bankr. D. Del. Case No.: 09-10897 to 09-10898)
Domenic E. Pacitti, Esq. and Michael W. Yurkewicz, Esq. at Klehr
Harrison Harvey Branzburg & Ellers represent the Debtors in their
restructuring efforts.  The Debtors propose to employ Epiq
Bankruptcy Solutions, LLC as claims agent.  The Debtors listed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


ESP FUNDING: Novation Agreement Won't Affect Moody's Note Ratings
-----------------------------------------------------------------
Moody's Investors Service announced that it has determined that
the entry into and execution of a novation agreement dated as of
March 27, 2009 among ESP Funding I, Ltd. (the "Issuer"), Citigroup
Financial Products, Inc. (the "Counterparty"), Bank of America,
National Association (the "Trustee"), Babson Capital Management
LLC (the "Collateral Manager") and Deutsche Bank AG, London Branch
(the "Transferee") (the "Novation Agreement") will not, in and of
itself, result in the reduction, withdrawal or other adverse
action with respect to its current ratings on these notes issued
by ESP Funding I, Ltd.:

  -- U.S. $225,000,000 Advance Swap between IXIS Financial
     Products and ESP Funding I, Ltd., Ba1 Under Review for
     Possible Downgrade; Previously on December 16, 2008
     downgraded to Ba1 and Placed Under Review for Possible
     Downgrade;

  -- U.S. $100,000,000 Class A-1R Revolving Floating Rate Senior
     Secured Notes Due 2046; Caa3 Under Review for Possible
     Downgrade, Previously on September 26, 2008 downgraded to
     Caa3 and Placed Under Review for Possible Downgrade;

  -- U.S. $395,000,000 Class A-1T1 Floating Rate Senior Secured
     Notes Due 2046, Caa3 Under Review for Possible Downgrade;
     previously on September 26, 2008 downgraded to Caa3 and
     Placed Under Review for Possible Downgrade;

  -- U.S. $30,000,000 Class A-1T2 Floating Rate Senior Secured
     Notes Due 2046, Ca; Previously on September 26, 2008
     downgraded to Ca;

  -- U.S. $100,000,000 Class A-2 Floating Rate Senior Secured
     Notes Due 2046, Ca; Previously on September 26, 2008
     downgraded to Ca;

-- U.S. $90,000,000 Class A-3 Floating Rate Senior Secured
   Notes Due 2046, Ca; Previously on May 30, 2008 downgraded to
   Ca;

-- U.S. $27,000,000 Class A-4 Floating Rate Senior Secured
   Notes Due 2046, Ca; Previously on March 27, 2008 downgraded
   to Ca;

  -- U.S. $15,000,000 Class B Floating Rate Subordinate Secured
     Notes Due 2046, C; Previously on March 27, 2008 downgraded
     to C; and

  -- U.S. $10,000,000 Class C Floating Rate Junior Subordinate
     Secured Notes Due 2046, C; Previously on March 27, 2008
     downgraded to C.

On September 7, 2006, Citigroup Financial Products Inc. and the
Issuer entered into an interest rate swap, as documented by an
ISDA Master Agreement, Schedule thereto and related confirmation.

On February 27, 2009, Moody's downgraded the Senior Unsecured
rating of Citigroup Inc. to A3.  The downgrade of Citigroup Inc.,
which acts as a guarantor to the Counterparty in the transaction,
triggered a Substitution Event under the Swap Documentation.
Following a Substitution Event, the Counterparty must, within a
specific period, transfer its rights and obligations to a new swap
counterparty which satisfies the Hedge Counterparty Rating
Requirements under the Swap Documentation.  Moody's reviewed the
Novation Agreement, which provides for the transfer of all
Counterparty's rights and obligations under the Swap Documentation
to Deutsche Bank AG, London Branch.

As of the date of this press release, Deutsche Bank AG, has a
Senior Unsecured rating of Aa1 and a short-term rating of P-1,
both of which meet the Hedge Counterparty Rating Requirements.  In
Moody's opinion, although the novation could potentially have cash
flow implications for the noteholders, Moody's analysis has
concluded that such novation would not lead to a reduction,
withdrawal or other adverse action with respect to the current
Moody's ratings of the Notes.

Many CDO documents (to which Moody's is never a party) specify
that, in order to amend the documents, Issuer must obtain an
opinion from the rating agencies that the proposed amendment would
not in and of itself result in the related ratings being
downgraded or withdrawn at the time of the amendment.  This type
of provision is typically referred to in the CDO indenture as a
"rating agency condition" or "RAC".  Moody's is never obligated to
provide a RAC and the decision whether or not to issue a RAC lies
entirely within Moody's sole discretion.

Before providing a RAC for an amendment, the proposal will be
reviewed by a Moody's credit committee which will consider, among
other things, the performance of the specific CDO and collateral
manager as well as the specifics of the proposed amendment and the
particular structure of the CDO.  A RAC is purely an opinion as of
the point in time at which the RAC is provided, that the proposed
amendment in isolation does not introduce sufficient additional
credit risk so as to negatively impact the related ratings.  In
other words, it does not consider the impact of other factors on
the ratings, such as collateral deterioration.  Also, the RAC does
not address any other, non-credit related impact that the
amendment might have.  Moody's further emphasizes that a RAC is
not a substituted for noteholder consent or for independent
analyses by noteholders of the impact on them of any proposed
amendment.

Originally rated on September 7, 2006, ESP Funding I, Ltd. is an
ABS CDO currently managed by Babson Capital Management LLC.


EURAMAX INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'CC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Norcross, Georgia-based Euramax International Inc., including the
long-term corporate credit rating to 'CC' from 'CCC+'.  The
outlook is negative.

"The rating action reflects continued weak conditions in Euramax's
end markets and the company's continuing to operate under a
forbearance agreement with regard to its credit agreement, which
suggests that a negotiated resolution remains possible," said
Standard & Poor's credit analyst Dan Picciotto.  Conditions in the
construction and recreational vehicle end markets have been
challenged both domestically and abroad.

Euramax manufactures products made from aluminum, steel, and other
materials for the building construction and transportation
markets.  Products include rain-carrying (gutter) systems for
contractors and the do-it-yourself markets, and aluminum sidewall
for the towable recreational vehicle and manufactured housing
markets.  Euramax manufactures its products in the U.S., the U.K.,
the Netherlands, and France with the majority of its sales
generated in the U.S.

S&P could lower the ratings to 'D' if the company fails to meet
its financial obligations.


FELCOR LODGING: S&P Downgrades Rating on Preferred Stock to 'C'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue-level
rating on Irving, Texas-based FelCor Lodging Trust Inc.'s
preferred stock to 'C' from 'CCC-' after the company announced
that it had suspended the cash dividend on its preferred shares.
S&P lowered the rating in conjunction with its criteria on hybrid
securities published on Sept. 15, 2008, on RatingsDirect.

Ratings on FelCor, including its 'B-' corporate credit rating,
remain on CreditWatch with negative implications due to the
potential for a near-term covenant violation associated with the
requirement under its revolving credit facility that it maintain
EBITDA coverage of fixed charges of at least 1.5x.  FelCor is
attempting to raise $200 million through a secured term loan
facility to repay and cancel the revolver, thereby eliminating
this covenant.  The bank's calculation of fixed charges includes
preferred dividends, whether paid or accrued.  Thus, the
suspension of FelCor's preferred dividends, which will now accrue,
does not provide extra cushion in the covenant.  The company
previously announced that it has completed the refinancing of its
$117 million mortgage due this month.  S&P's ratings had
incorporated the expectation that this transaction would close
successfully.


FIDELITY NATIONAL: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------------
Following Fidelity National Information Systems' announced all-
stock acquisition of Metavante Technologies plus assumption of
remaining debt obligations, Fitch Ratings has affirmed FIS's
ratings:

  -- Issuer Default Rating at 'BB+';

-- $900 million secured revolving credit facility (RCF) at
   'BBB-';

  -- Secured term loan at 'BBB-'.

The Rating Outlook has been revised to Positive from Stable.  This
reflects expectations for increased free cash flow and a greater
ability to de-lever the balance sheet to 2.5 times (x) leverage
(total debt to total operating EBITDA) or less, compared to
current leverage of 2.9x, resulting from the proposed merger.
Fitch expects increased customer and product diversification as
well as opportunities for increased EBITDA margin resulting from
the proposed merger and expected cost synergies to also positively
impact the credit.

Positive rating action could occur post-acquisition based on the
company's ability to realize expected cost reductions and
increased free cash flow leading to reduced leverage.  Conversely,
the Outlook could be stabilized if the acquisition does not close
or expected free cash flow generation does not materialize.
Additionally, if the company is negatively impacted by on-going
consolidation in the financial services industry, any increased
free cash flow generated by the consolidation could be negated.

FIS will assume $1.3 billion and repay $0.4 billion of MV's $1.7
billion senior secured term loan. FIS is receiving a total equity
investment of approximately $250 million from Thomas H Lee
Partners and Fidelity National Financial to fund a portion of the
debt repayment.  Of the $1.3 billion assumed debt, $500 million
will convert to an incremental term loan to FIS's existing senior
secured bank facility as an obligation of FIS.  The remaining $800
million of principal outstanding under MV's term loan will remain
at MV and receive a senior unsecured guarantee from the parent
company, FIS.  Fitch expects to assign ratings to all assumed debt
by the close of the acquisition.  Ratings for the remaining MV
debt will be influenced by terms of the loan amendments plus
assumptions regarding the source of future cash flow by operating
subsidiaries.

The combined company would have revenue of $5.2 billion and EBITDA
of $1.4 billion (excluding potential cost synergies) in 2008 with
over 2,000 core processing customers.  The company expects to be
able to achieve $260 million of cost synergies within two years of
the deal close and potentially realize a 200 basis point increase
to organic revenue growth from greater cross-selling
opportunities.  The acquisition of MV is subject to a shareholder
approval by both companies as well as various regulatory approvals
and is expected to close in the third quarter of 2009.

Debt as of Dec 31, 2008 and including expected debt assumed from
the MV acquisition would be approximately $4.0 billion and consist
primarily of: i) a $2.0 billion senior secured term loan A at FIS
maturing January 2012; ii) $499 million drawn on a
$900 million senior secured revolving credit facility at FIS; iii)
a $500 million term loan issued under an accordion feature of
FIS's secured term loan facility (used to assume $500 million of
MV's term loan) maturing January 2012; iv) $145 million
outstanding under a new accounts receivable securitization
facility expiring November 2013; and v) an $800 million secured
term loan maturing Nov 2014 at MV which has a senior unsecured
guarantee from FIS.

Liquidity, pro forma for the acquisition, is expected to be
sufficient and include approximately $283 million cash with over
$400 million of availability under FIS's $900 million senior
secured credit facility maturing 2012.


FIDELITY NATIONAL: Moody's Comments on Metavante Acquisition
------------------------------------------------------------
Moody's Investors Service announced that it is likely to affirm
the ratings for Fidelity National Information Services, Inc.
following the announcement that FIS will acquire Metavante
Corporation in a stock-for-stock deal.  Moody's placed Metavante's
Ba2 corporate family and senior secured credit facilities ratings
and the Ba3 probability of default rating on review for possible
upgrade following the announcement.  Under the merger agreement,
Metavante shareholders will receive 1.35 shares of FIS common
stock for each share of Metavante common stock.  The transaction
is expected to be completed in the third quarter of 2009, subject
to regulatory approvals and approval by FIS and Metavante
shareholders.

The business combination will create a worldwide leader in payment
and bank processing services that should facilitate margin and
cash flow expansion and de-levering over time as global scale is
achieved, cost redundancies are eliminated, and relative
competitive advantages are shared.  In connection with the
proposed transaction, FIS will reduce Metavante's
$1.7 billion senior secured term loan to $800 million with
$500 million being exchanged into an accordion term loan at the
FIS level.  In addition, FIS will enter into a new $145 million
receivables-backed facility.  On a consolidated basis, pro forma
leverage (Moody's adjusted) will be about 3.3x, (less than 3x
after incorporating company-estimated synergies of $260 million),
which is consistent with FIS' Ba1 rating category.

Moody's review of Metavante's ratings will assess the combined
company's underlying business prospects, potential synergies of
the merger, capital structure subsequent to the transaction's
closing, and management's intentions with respect to its financial
policies, including debt reduction, share repurchases, and
additional acquisitions.

Metavante's ratings under review for possible upgrade are:

* Corporate Family Rating -- Ba2

* Probability of Default -- Ba3

* $250 million senior secured revolving credit facility (expires
  2013) -- Ba2, LGD 3 (34%)

* $1.75 billion senior secured Term Loan B (due 2014) -- Ba2, LGD
  3 (34%)

Moody's latest rating action for FIS was taken on July 2, 2008 at
which time the Ba1 corporate family rating  was confirmed
following the spin off of its Lender Processing Services division
into a separate publicly traded company.  Moody's most recent
rating action concerning Metavante was taken on September 28, 2007
at which time Moody's Investors Service assigned a Ba2 CFR and a
Ba2 rating to the company's senior secured credit facilities in
connection with its spin off from Marshall & Ilsley Corporation.

Fidelity National Information Services, Inc., headquartered in
Jacksonville, Florida, provides card issuing, core bank
processing, and online bill payment services to financial
institutions.

Metavante Corporation, headquartered in Milwaukee, Wisconsin is
one of the leading U.S. providers of bank processing services,
including electronic payments.


FIDELITY NATIONAL: S&P Affirms 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
corporate credit rating on Jacksonville, Florida-based Fidelity
National Information Services Inc.  The rating outlook is revised
to positive from stable.

S&P assigned its 'BBB' bank loan rating to FIS' proposed senior
secured $145 million accounts receivable-backed revolving credit
facility due 2013 -- two notches higher than the company's
corporate credit rating, with a '1' recovery rating, indicating
the expectation for very high (90% to 100%) recovery in the event
of a payment default or bankruptcy scenario.

At the same time, S&P assigned its 'BB+' bank loan rating to FIS'
$1.995 billion senior secured term loan A and $500 million senior
secured term loan C, with a '3' recovery rating, reflecting
expectations for a meaningful (50%-80%) recovery for secured
lenders in a default or bankruptcy scenario.

"The rating actions follow the announcement that FIS will acquire
Milwaukee, Wisconsin-based Metavante Corp. (BB/Watch Pos/--),"
said Standard & Poor's credit analyst Philip Schrank.  Under the
merger agreement, Metavante Corp.'s shareholders will receive 1.35
shares of FIS common stock for each share of Metavante Corp.'s
common stock.  The purchase price including debt outstanding is
approximately $4.4 billion.  The agreement is subject to customary
closing conditions, including regulatory and shareholder
approvals.  FIS and Metavante expect to complete the transaction
in the third quarter of 2009.  Following the completion of the
transaction, the combined company will be named Fidelity National
Information Services, Inc.  The merged companies had pro forma
2008 revenues of $5.2 billion and EBITDA exceeding $1.3 billion.

The outlook revision reflects S&P's view that the new company will
possess an investment-grade business risk profile, although S&P
does not believe it will initially have the financial profile of
an investment-grade company.  Pro forma total debt to EBITDA is
expected to initially be above 3x (excluding $260 million of
potential synergies).  However, the positive outlook reflects
management's commitment to achieving and maintaining an investment
grade financial profile.  Given the company's cash generating
ability, expected financial policy, and potential to realize
significant synergies, it has the capacity to reduce debt and
achieve an investment grade corporate credit rating in the near to
intermediate term.


FLEETWOOD ENTERPRISES: Can Access $80MM BofA Facility on Interim
----------------------------------------------------------------
The Honorable Meredith A. Jury of the U.S. Bankruptcy Court for
the Central District of California authorized Fleetwood
Enterprises Inc. and its debtor-affiliates to obtain, on an
interim basis, up to $80 million in postpetition financing, which
includes a $65 million sublimit for letters of credit, under the
debtor-in-possession credit agreement dated March 26, 2009, with a
syndicate of financial institutions Bank of America, N.A., as
administrative agent, and lenders Wells Fargo Foothill Inc. f/k/a
Foothill Capital Corporation, Textron Financial Corporation, PNC
Bank National Association, and Wachovia Bank National Association
f/k/a Wachovia Capital Finance Corporation.

Each of the DIP Lenders are prepetition secured parties under a
secured credit facility, as amended several times between Jan. 5,
2007, and Nov. 26, 2008, which is secured by substantially of the
personal property of the Debtors.

The DIP facility will bear interest at a rate per annum equal to
the Base Rate plus 4.5% under the credit agreement.  Default rate
is interest rate plus 2% per annum.

The DIP credit agreement will expire and become due
(i) Oct. 31, 2009, (ii) effective date of any confirmed Chapter 11
plan(s) of reorganization of the Debtors, and (iii) the date the
facility is terminated either by the Debtors or the majority
lenders, among other things.  Furthermore, the credit agreement
contains appropriate events of default.

The DIP facility is subject to carve-out to pay professionals fees
incurred by the Debtors' professionals not more than $2 million.

The Debtors granted the lenders superpriority administrative claim
status to secured their DIP obligations.  The Debtors said that
the lenders are substantially oversecured.  The Debtors told the
Court that they have more than $400 million in total assets and
the outstanding amount of all obligations to the lenders is about
$62 million consists entirely of outstanding letters of credit
which have not been drawn.

Judge Jury will consider final approval of the DIP facility on
April 21, at 1:30 p.m.

A full-text copy of the Debtor-in-Possession Credit Agreement is
available for free at:

               http://ResearchArchives.com/t/s?3af5

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

               http://ResearchArchives.com/t/s?3af4

                          About Fleetwood

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


FLINT HILL TOWER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Flint Hill Tower, LLC
        Attn: Gerald A. Benda, Esq.
        1801 Peachtree Street, N.E., Suite 330
        Atlanta, GA 30309

Bankruptcy Case No.: 09-67448

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  Email: geeslingm@aol.com

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

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

The petition was signed by Javier Macias, owner of the company.

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

             http://bankrupt.com/misc/ganb09-67448.pdf


GENERAL MOTORS: Panel to Decide on More Loans to Delphi Apr. 30
---------------------------------------------------------------
The Auto Task Force of the United States Department of the
Treasury submitted to the U.S. Bankruptcy Court for the Southern
District of New York a statement in response to the second
amendment to an Accommodation Agreement with JPMorgan Chase Bank,
N.A., as administrative agent, and the requisite lenders from
Tranche A and Tranche B of the Debtors' $4.35 billion DIP credit
facility, which became effective on March 31, 2009.

The amendment effectively extends the March 31 default deadline
under the Accommodation Agreement to April 7, and requires Delphi
to secure an additional $150 million from General Motors by this
new date, or, in the alternative, to apply the $117 million on
deposit in the Incremental Borrowing Base Cash Collateral Account
to the Tranche A Facility and the Tranche B Term Loan on April 8,
or otherwise be in default under the Accommodation Agreement.

The Treasury informed the Court that the extension through April 7
is insufficient and that it will need 30 days - until April 30 -
(a) to undertake its due diligence of the GM-Delphi relationship
and assess whether to reconsider its objection to GM's commitment
to fund Delphi with $150 million pursuant to Amendment 4 and
Amendment 5 to the GM Arrangement and (b) to sit with all relevant
stakeholders to attempt to reach a comprehensive solution that
permits Delphi to emerge from chapter 11.  The Treasury has
articulated this need for 30 days to Delphi, GM and the Lenders.

The Treasury's right to prohibit GM from funding Delphi
$150 million is unequivocal.  Specifically, as a condition to the
GM Amendments' effectiveness, the Treasury must not have notified
GM, on or before March 23, that it objects to the increase in GM's
commitment to $450 million.  The Treasury's right to object is
contained in the Loan and Security Agreement, dated December 31,
2008, by and between GM (and certain other borrowers) and
Treasury.  The LSA provides the Treasury with the right to
prohibit borrowers from engaging in Material Transactions, defined
as transactions not in the ordinary course of business that exceed
$100 million.  In accordance with its rights, on March 23, the
Treasury objected to GM's funding of Delphi in the amount of $150
million.  The Treasury reserved the right to reconsider its
objection upon obtaining a more thorough understanding of the
transactions and the needs of Delphi and GM.

The Treasury has informed Delphi that any further funding by GM
can only be made in conjunction with the requisite parties'
resolving Delphi's liquidity needs in bankruptcy, including
emergence funding, as well as GM's risks associated with
continuity of supply of auto parts.

The Treasury's position is that a standstill agreement that
preserves the status-quo through April 30 will provide it and
other interested parties, including Delphi, the Lenders, the
unsecured creditors and GM, breathing space to assemble a modified
restructuring plan that is mutually beneficial to GM and Delphi
and its creditors.  As evidence of its good faith, the Treasury is
prepared to provide the Court with interim updates assessing
progress towards a global resolution during this 30 day
period.

                  $150-Mil. Add'l Funding from GM

As reported by the TCR on March 4, Delphi disclosed several
agreements reached with General Motors to supplement Delphi's
liquidity position and to substantially complete Delphi's
portfolio transformation through the sale of Delphi's global
Steering business.  The sale of the Steering business is a
strategic component of Delphi's transformation strategy, which was
announced in March 2006.  Pursuant to two amendments to GM's
liquidity advance agreement with Delphi, GM has agreed to increase
from $300 million to $450 million the amount it is committed to
advance to Delphi.

The Bankruptcy Court adjourned hearings on agreements to provide
additional time for the U.S. Treasury to evaluate the agreements,
which the U.S. Treasury determined are "material transactions"
under its December 31, 2008 loan agreement with GM, and for Delphi
to meet and confer with objectors to the approval of the GM
Steering Option Exercise Agreement regarding objections not
otherwise settled prior to Tuesday's hearing.

The sale of the Steering business is a strategic component of
Delphi's transformation strategy, which was announced in March
2006.  Pursuant to two amendments to GM's liquidity advance
agreement with Delphi, GM has agreed to increase from $300 million
to $450 million the amount it is committed to advance to Delphi.
The three agreements remain subject to certain conditions
including U.S. Treasury concurrence.

The Court has deferred to another date the hearing scheduled for
April 2 on the Delphi's proposed additional loans from GM and deal
in connection with the steering business sale.  The hearing was
adjourned at the request of the Treasury.  According to Bloomberg
News, John Wm. Butler, Esq., at Skadden, Arps, said at the April 2
hearing, "I personally take this as a very good news that the auto
task force has appeared in this court" and is ready to play a
substantial role in Delphi's reorganization.

                        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.

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


GENERAL MOTORS: Auto Task Force Urged Firm to Consider Bankruptcy
-----------------------------------------------------------------
The auto task force has urged General Motors Corp. to consider a
form of bankruptcy that would split the Company in two, Peter
Whoriskey at The Washington Post reports, citing people familiar
with the matter.

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

Ryan Beene at Crain's Detroit Business relates that Section 363 of
the Bankruptcy Code could be used as a mechanism for allowing GM
to separate the Company's healthy parts from its less-competitive
parts in the event of a Chapter 11 filing.  Section 363, according
to Crain's, is used to sell assets free of liens and other claims.
Crain's states that the most typical outcome would be selling off
chunks of GM's business to multiple buyers.

Jim Plemmons, who leads the automotive group at Dickinson Wright
P.L.L.C., said that purchasing assets from a 363 sale is appealing
"because when walk out and you close your transaction, there's no
question" about what is included in the deal, according to
Crain's.

The Washington Post relates that GM, which prefers not to file for
bankruptcy for fear that it would drive consumers away and further
damage sales, will be forced to do so if it fails to win
concessions from its bondholders, union, and dealers in 60 days.
According to the report, the bankruptcy court would then force GM
stakeholders to make sacrifices by clearing away billions of
dollars of debts from the Company's balance sheet.

Kent Kresa, GM's new chairperson, said that he is going to meet
with the Obama administration next week in Washington as part of
the government's ongoing oversight of the Company, The Washington
Post states.

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

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

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

                          *     *     *

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

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

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

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


GENERAL MOTORS: European Units May Need More Drastic Govt. Aid
--------------------------------------------------------------
General Motors Corp.'s European units may need "more drastic"
government intervention to save the operations should efforts to
secure help from a third-party investor fail, Sharon Terlep at The
Wall Street Journal reports, citing people familiar with the
matter.

WSJ states that GM promised a revamp of its money-losing European
operations as part of its request for up to $30 billion in U.S.
government loans.

According to WSJ, GM said that its European restructuring may not
be complete until midyear and that the Company is developing
"contingency plans" in case talks with investors and the German
government fail.  WSJ states that GM is seeking government loan
guarantees that would entice a third party to invest in the
Company's Opel/Vauxhall operations.  Citing people familiar with
the matter, WSJ states that GM believes it can secure government
backing by the end of the second quarter.

WSJ relates that GM said that it expects no financial aid from the
Swedish government unless it can find an investor for its Swedish
Saab unit, which the Company is looking to offload.  GM is seeking
court protection for the unit from creditors, the report says.

GM, according to WSJ, said that it is also in talks with the
Export-Import Bank of Thailand about loans for operations there.

          GM to Cut Shifts at Australian Assembly Plant

Dow Jones Newswires reports that GM Holden Chairman and Managing
Director Mark Reuss said that the subsidiary will halve shifts at
its Elizabeth assembly plant in Adelaide.  Australian Broadcasting
Corp. radio quoted Mr. Reuss as saying, "We are going to move from
a two shift set of production here at Elizabeth to a two crew
single shift with no redundancies or retrenchments."

The changes will be made due to the global financial crisis that
decreased export markets of up to 80% for some products, Dow Jones
states, citing Mr. Reuss.  According to Dow Jones, Mr. Reuss said
that despite the slowdown, GM Holden has managed to maintain low
inventory levels and will be continuing to produce V8 vehicles.

                     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.

General Motors Corp. admitted in its viability plan submitted to
the U.S. Treasury on February 17 that it 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 GM's viability plan is available at:

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

The U.S. Treasury and U.S. President Barack Obama's automotive
task force are currently reviewing the Plan, which requires an
additional $16.6 billion on top of $13.4 billion already loaned by
the government to GM.

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

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

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

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


GENERAL MOTORS: Linamar Discloses Receivables Exposure
------------------------------------------------------
In light of the uncertainties existing in the automotive
marketplace, Linamar Corporation (CA:LNR) disclosed its current
receivable exposure levels to GM and Chrysler.

Linamar understands that under U.S. bankruptcy laws, in the event
of a company entering chapter 11 bankruptcy, all goods delivered
within 20 days of the date of the chapter 11 filing obtain a
special priority and are paid as part of the chapter 11
reorganization, once the reorganization plan is approved.  Any
goods shipped prior to 20 days before the date of the chapter 11
filing are at risk.  A GM or Chrysler bankruptcy would be a unique
and unusual event whose consequences can't be foreseen and there
can be no assurance of recovery.

The combined total of Linamar's receivables balance greater than
20 days with GM and Chrysler is in aggregate estimated to be less
than $30 million or approximately 9% of Linamar's total
receivables balance as of March 31, 2009.

"Our typical experience with customers in the past that have filed
for chapter 11 protection is that we have been able to recover up
to half or more of at risk receivables", said Linamar CEO Linda
Hasenfratz.  "We are pleased that our diversification efforts have
allowed us to minimize our risk with any one customer in this way,
particularly in light of uncertainties in the industry at this
time".

Based in Guelph, Ontario, in Canada, Linamar Corporation (CA:LNR)
-- http://www.linamar.com/-- is a diversified global
manufacturing company of highly engineered products.  The
company's Powertrain and Driveline focused divisions are world
leaders in the collaborative design, development and manufacture
of precision metallic components, modules and systems for global
vehicle and power generation markets.  The company's Industrial
division is a world leader in the design and production of
innovative mobile industrial equipment, notably its class-leading
aerial work platforms and telehandlers.  With more than 11,000
employees in 37 manufacturing locations, 5 R&D centers and 11
sales offices in Canada, the US, Mexico, Germany, Hungary, the UK,
China, Korea and Japan Linamar generated sales of over $2.2
Billion in 2008.

Certain information regarding Linamar set forth in this document,
including management's assessment of the Company's future plans
and operations may constitute forward-looking statements. This
information is based on current expectations that are subject to
significant risks and uncertainties that are difficult to predict.
Actual results may differ materially from these anticipated in the
forward-looking statements due to factors such as customer demand
and timing of buying decisions, product mix, competitive products
and pricing pressure. In addition, uncertainties and difficulties
in domestic and foreign financial markets and economies could adv

                     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.

General Motors Corp. admitted in its viability plan submitted to
the U.S. Treasury on February 17 that it 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 GM's viability plan is available at:

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

The U.S. Treasury and U.S. President Barack Obama's automotive
task force are currently reviewing the Plan, which requires an
additional $16.6 billion on top of $13.4 billion already loaned by
the government to GM.

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

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

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

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

                         About Chrysler LLC

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

                         Viability Plan

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.

Chrysler admitted in its viability plan submitted to the U.S.
Treasury on February 17 that it 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

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.


GENERAL MOTORS: Loan & Security Pact With Gov't Amended
-------------------------------------------------------
General Motors Corp. entered on March 31, 2009, into amendments to
the Loan and Security Agreement dated as of December 31, 2009,
between GM and the United States Department of the Treasury, and
to the Loan and Security Agreement dated as of January 16, 2009,
between GM and the U.S. Treasury.

Prior to entry into the amendments, GM was required under the
First Treasury Loan Agreement to submit to the President's
Designee, by March 31, 2009, a certification and report detailing,
among other things, the progress made by GM and its subsidiaries
in implementing the Restructuring Plan, including evidence
satisfactory to the Presidents Designee that the following have
occurred:

     (a) the Labor Modifications have been approved by the
         members of the Unions,

     (b) all necessary approvals of the VEBA Modifications, other
         than regulatory and judicial approvals, have been
         received, and

     (c) an exchange offer to implement a Bond Exchange has been
         commenced.  In addition, each of the Treasury Loan
         Agreements provided that if, by March 31, 2009, or a
         later date (not to exceed 30 days after March 31, 2009)
         as determined by the President's Designee, the
         President's Designee has not issued a certification that
         GM and its subsidiaries have taken all steps necessary
         to achieve and sustain long-term viability,
         international competitiveness and energy efficiency in
         accordance with the Restructuring Plan, then the
         advances and other obligations under the U.S. Treasury
         Loan Agreements would become due and payable on the 30th
         day after the Certification Deadline.

Under the amendment to the First Treasury Loan Agreement, the
requirement with respect to the certification of the occurrence
the Specified Events has been modified to require that:

     (a) the Restructuring Plan Report will include evidence that
         on or before March 31, 2009, the Specified Events have
         occurred, or, if such events have not occurred, the
         status of GM's efforts with respect thereto, and

     (b) on or before June 1, 2009, GM will deliver evidence
         satisfactory to the President's Designee that the
         Specified Events have occurred.  Under the amendment to
         each of the Treasury Loan Agreements, the Certification
         Deadline has been changed to June 1, 2009.

A copy of the Amendment To Loan And Security Agreement Dated As Of
December 31, 2008 is available for free at:

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

A copy of the Amendment To Loan And Security Agreement Dated As Of
January 16, 2009 is available for free at:

           http://researcharchives.com/t/s?3b00

                GM Bankruptcy's Effect on Funds

Ian Salisbury and Lynn Cowan at Dow Jones Newswires report that
GM's bankruptcy would barely register for the Company's largest
shareholders, as its biggest owners are index funds for whom it is
now "just a drop in the bucket."  FactSet states that mutual funds
hold 27% of GM's outstanding shares, far more than other large
institutions like hedge funds which own 2.8% and pension funds
with 2.2%.  Dow Jones notes that while GM's declining share price
may have hurt performance in the past, most of the damage has
already occurred.  A bankruptcy probably won't have a big effect,
Dow Jones says.  Citing Standard & Poor's, the report states that
if GM's shares were wiped out, it would shear only 0.14 point from
S&P 500.

Dow Jones notes that as of December 31, 2008, pension fund New
York State Common Retirement Fund held 1.87 million shares, or
0.31% of GM's stock, about 0.01% of the pension fund's portfolio.

                     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.

General Motors Corp. admitted in its viability plan submitted to
the U.S. Treasury on February 17 that it 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 GM's viability plan is available at:

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

The U.S. Treasury and U.S. President Barack Obama's automotive
task force are currently reviewing the Plan, which requires an
additional $16.6 billion on top of $13.4 billion already loaned by
the government to GM.

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: Moody's Downgrades Ratings on Senior Notes 'C'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings on the senior
unsecured notes of Georgia Gulf Corporation and its subordinated
notes to C (from Caa3 and Ca, respectively) following the
announcement of an exchange offer by the company.  Moody's also
affirmed GGC's Corporate Family Rating  of Caa2 and the B3 ratings
on its senior secured first lien debt.  The outlook is negative.

Georgia Gulf plans to issue $250 million of 15% senior secured
second lien notes due 2014 to note-holders who tender their debt
by the April 27, 2009 expiration date.  Additionally, roughly
6.9 million shares GGC common equity will be issued to existing
note holders who tender by the April 14, 2009 early participation
deadline.  These exchange offers are subject to certain
conditions, which GGC may waive, including the condition that it
receives tenders and consents for at least 95% of each of the
outstanding unsecured and subordinated note issues.  Moody's notes
that Georgia Gulf only needs tenders and consents for 50.1% of
each issue to modify their respective covenants.

The downgrade of the notes to C reflects the substantial loss of
value relative to the original face value of the unsecured and
subordinate debt.  The affirmation of the B3 rating on the
existing senior secured debt indicates the expected loss of
principle remains low.

A successful completion of the tender offer on the current terms
could potentially have a positive impact on GGC's CFR as credit
metrics would improve significantly (pro forma 2008 Net
Debt/EBITDA would decline to 5.2x from 7.7x, these metrics
incorporate Moody's Standard Analytical Adjustments).  However,
the terms of this exchange offer are subject to modification and
there is uncertainty over GGC's ability to obtain tenders and
consents for 95% of each issue.

Ratings downgraded:

Georgia Gulf Corporation

  -- Probability of Default Rating to Caa3 from Caa2

-- $100 million 7.125% Gtd. Senior Unsecured Notes due 2013 to
   C from Caa3

  -- $500 million 9.5% Gtd. Senior Unsecured Notes due 2014 to C
     from Caa3

  -- $200 million 10.75% Senior Subordinated Notes due 2016 to C
     from Ca

The last rating action on Georgia Gulf Corporation was on February
20, 2009, when Moody's lowered the company's CFR to Caa2 from B3.

Georgia Gulf Corporation, headquartered in Atlanta, Georgia, is a
producer of commodity chemicals including chlorovinyls (chlorine,
caustic soda, vinyl chloride monomer, polyvinyl chloride resins
and vinyl compounds), PVC fabricated products (pipe, siding,
window profiles, plastic lumber, etc.), and aromatics (cumene,
phenol and acetone).


GEORGIA GULF: S&P Downgrades Corporate Credit Rating to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Atlanta, Georgia-based Georgia Gulf
Corp. to 'CC' from 'CCC+'.  The outlook is negative.

At the same time, Standard & Poor's lowered the issue ratings on
the company's $100 million 7.125% senior notes due 2013 and
$500 million 9.5% senior notes due 2014 to 'C' (one notch below
the corporate credit rating) from 'CCC'.  S&P also lowered the
rating on the company's $200 million 10.75% senior subordinated
notes due 2016 to 'C' from 'CCC-'.

In addition, S&P lowered the rating on the company's senior
secured credit first-lien facilities to 'CCC' (two notches above
the corporate credit rating) from 'B' and placed the rating on
CreditWatch with developing implications.

The lowering of the corporate credit rating follows Georgia Gulf's
announcement that it is undertaking a tender offer for its $100
million 7.125% senior notes, $500 million 9.5% senior notes, and
its $200 million 10.75% senior subordinated notes.  The company
plans to exchange these notes for second-lien notes, and in some
instances equity, for an amount that is below face value.

The negative outlook reflects the likelihood of a downgrade to
'SD' (selective default) following the completion of the
transaction.  The 'SD' rating would reflect S&P's expectation that
Georgia Gulf will continue to pay its other creditors after the
completion of the exchange offer.

The CreditWatch with developing implications on the first-lien
facilities indicates that S&P may lower, affirm, or raise the
rating on the senior secured credit facilities following the
exchange offer's completion, and after S&P reassess default risk
and recovery prospects under the new capital structure.

S&P will lower the ratings on the senior notes and subordinated
notes being exchanged to 'D' if the exchange offer is completed
for an amount that is less than face value as contemplated by the
company.

Georgia Gulf is an integrated producer of chlorovinyl products,
polyvinyl chloride building and home improvement products, and
aromatic chemicals with a combined annual revenue of slightly
below $3 billion as of Dec. 31, 2008.  In October 2006, Georgia
Gulf acquired the Royal Group business for approximately
$1.6 billion in a debt-financed acquisition.


GHOST TOWN: Owes Around $2.5 Million to More Than 220 Firms
-----------------------------------------------------------
Becky Johnson at Smoky Mountain News reports that Ghost Town
Partners, LLC, owes has around $2.5 million unpaid bills to more
than 220 firms.

Apple Creek Electric owner John Mudge said that his company is
owed $4,800, Smoky Mountain News states.  Apple Creek, according
to the report, did extensive work at Ghost Town, revamping almost
all of the dated wiring at the park.  Mr. Mudge, who makes a
salary of between $30,000 and $40,000 per year, had to cover the
salary of the employee who did the work for Ghost Town, causing
him cash flow problems, the report says.

Smokey Mountain News relates that Ghost Town President Steve
Shiver said that the Company was banking on a loan to help pay off
the debts.  Smokey Mountain News says that the recession and
credit crunch making it difficult to secure a loan and every loan
that Ghost Town sought fell through.

Ghost Town, Smokey Mountain states, owes Jackie Shuler at Balsam
Equipment Rental about $6,600.  Smokey Mountain relates that
Ms. Shuler has had a steady stream of equipment on loan to Ghost
Town: scissors lifts, floor buffers, a demolition hammer, heated
pressure washers.  The report says that Ghost Town would typically
let a bill accumulate, then pay it down just enough to keep
renting.

According to Smokey Mountain News, Maggie Valley contractor Burton
Edwards claims that Ghost Town owes him $28,000 on a quarter
million dollar job.  The report says that Mr. Edwards had filed a
civil suit against Ghost Town, demanding payment.  The report
states that Ghost Town managers are disputing the lien, claiming
the rock wall he built failed.

Smokey Mountain News report that Ghost Town has similar debts
across the country, from $45,000 to a company that makes cap guns
in Tennessee to a firm owed more than $300,000 for rebuilding the
incline railway.

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


GLIMCHER REALTY: S&P Junks Rating $210 Million of Preferred Stock
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Glimcher Realty Trust to 'B+' from 'BB-'.  At the same
time, S&P lowered its rating on the company's $210 million of
preferred stock to 'CCC+' from 'B-'.  The outlook remains
negative.

"Our one-notch downgrade reflects our expectations for further
erosion of the REIT's constrained financial profile and its
smaller, less competitively positioned portfolio in the context of
the ongoing weakness in the retail sector," said credit analyst
Linda Phelps.  "However, Glimcher's portfolio was well occupied
and coverage of fixed charges remained steady, albeit at low
levels, through fiscal 2008.  In addition, the company's ability
to cover all recurring capital expenditures and dividends with
operating cash flow has been enhanced following the March 2009
dividend cut, which is expected to conserve roughly
$36 million in capital."

The company's operating and financial metrics could continue to be
pressured given the currently very weak operating conditions and
Glimcher's smaller, less competitively positioned portfolio.  S&P
could lower its ratings further if the company's FCC weakens below
the 1.4x level contemplated in S&P's scenario analysis.  A
revision of the outlook to stable is unlikely in the near term
given the uncertain retail environment and the REIT's less-
productive portfolio.


GOODY'S LLC: Delaware District Judge Pro-Rates Stub Rent
--------------------------------------------------------
In a case involving Goody's Family Clothing Inc., U.S. District
Judge Renee Marie Bumb ruled March 31 in Delaware that if a
company files for bankruptcy reorganization in mid-month when rent
was due on the first of the month, the tenant must pay rent based
on the number of days in Chapter 11, Bill Rochelle of Bloomberg
said.

According to Bill Rochelle, changes Congress made in bankruptcy
law in 2005 gave rise to an ambiguity allowing tenants to argue
that none of the first month's rent need be paid in full as an
expense of the reorganization if the lease later is rejected.
Judge Bumb wasn't convinced by the idea.

Affirming the bankruptcy judge in the Chapter 11 case of Goody's
Family Clothing Inc., Judge Bumb reached the same result as U.S.
Bankruptcy Judge Kevin Huennekens when he decided the issue
in January.  Judge Huennekens' opinion was made in the Chapter 11
liquidation of Circuit City Stores Inc.

Mr. Rochelle recalls that in December Bankruptcy Judge Allan
Gropper in New York reached the same result in the liquidation of
Circuit City Stores Inc. when he decided the first month's rent
should be pro-rated.  The issue was so important for Gropper that
he certified the case for a direct appeal to the 2nd U.S. Circuit
Court of Appeals.

Jump Bumb wasn't persuaded by technical arguments focusing on one
statutory provision in isolation.  The judge's opinion was based
on her view that rent after a bankruptcy filing is "an actual
expense necessary to the preservation" of the business.

The stub rent ruling is part of Goody's first bankruptcy case.

                           About Goody's LLC

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

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

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


GOODY'S LLC: Creditors Committee Settles With Secured Lenders
-------------------------------------------------------------
The official committee of unsecured creditors of Goody's LLC has
reached a settlement with secured lenders.  According to
Bloomberg's Bill Rochelle, in return for dropping a challenge to
the validity of the lenders' claims, Goody's will receive a refund
of $300,000 out of $750,000 in early-termination fees paid when
the new case began in January.

Meanwhile, the U.S. Bankruptcy Court for the District of Delaware
has approved a modified bonus program for five executives and
other employees.


                           About Goody's LLC

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

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

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


GRAMERCY FISH: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Gramercy Fish Co, Inc.
                383 Second Avenue
                New York, NY 10010

Case Number: 09-11720

Type of Business: The Debtor operates a supermarket.

Involuntary Petition Date: April 1, 2009

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Petitioner's Counsel: Lawrence Morrison, Esq.
                      Lawrence Morrison P.C
                      110 East 59th St.
                      New York, NY 10022

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Gaudercio Rosendo              unsecured            $51,000
c/o Lawrence Morrison
110 East 59th ST.
New York, NY 10022


GRAY TELEVISION: Moody's Downgrades Corp. Family Rating to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded Gray Television, Inc.'s
Corporate Family Rating to Caa1 and its Probability of Default
Rating to Caa2 following the conclusion of a recent amendment to
its senior secured credit agreement.  The company's speculative
liquidity rating remains SGL-4 and the rating outlook is negative.

Moody's has taken these rating actions:

Issuer: Gray Television, Inc.

* Corporate Family Rating -- Downgraded to Caa1 from B3

* Probability of Default rating -- Downgraded to Caa2 from Caa1

* Senior Secured Credit Facility -- Downgraded to Caa1 (LGD3,
  34%) from B3 (LGD3, 35%)

* Speculative Grade Liquidity Rating -- Remains at SGL-4

* Outlook -- Remains Negative

Moody's does not rate Gray's $100 million of Series D preferred
stock.  Moody's treats 75% of the preferred stock as debt and the
credit metrics cited herein incorporate this adjustment.

The downgrades incorporate Moody's expectation that the U.S.
economy's impact on broadcast revenues will be greater than
forecasted when it lowered Gray's ratings in October 2008.  Gray's
2008 revenues of $327 million missed Moody's October projections
by about $20 million due to a severe reduction in both local and
national revenues of 17% and 24%, respectively, in Q4 2008.
Moody's believes these rates of decline are indicative of the
depth and severity of the U.S. recession and drive the expectation
that Gray's revenues will decline between 15% -- 20% in 2009
(including the impact of the normal "off-year" political
advertising cycle).  Moody's projects that this rate of decline
will result in EBITDA contraction of about 40% in 2009 and will
increase Gray's leverage to about 12.9x (incorporating Moody's
standard adjustments) by year end, up from 7.6x as of 12/31/2008.
Moody's believes the weak economic environment and the increased
borrowing costs (including a 3% annual facility fee) associated
with the company's amendment may preclude Gray from sustaining
average leverage below 9.0x over political and non-political
years.

Moody's considers that the recently concluded amendment has
averted a potential liquidity squeeze and has provided Gray with
more manageable headroom under its revised covenant tests only on
an immediate basis through the balance of 2009.  The downgrade of
the PDR in particular, however, reflects Moody's view that Gray
faces likely renewed covenant pressure starting as early as Q1
2010 if the current pace of declining market spending on TV
advertising continues unabated over the near-term, coupled with
Moody's expectation that the company will need to seek another
amendment and/or waiver from its lenders in order to avoid a
default.

Gray's Caa2 PDR reflects Moody's belief that there is high risk of
default.  However, Moody's considers that debt holders may receive
higher than average recovery in the event of default.

Gray's Caa1 CFR continues to reflect the modest cash flows, high
leverage of 7.6x at the end of 2008, a weak liquidity position
underscored by the company's SGL-4 speculative grade liquidity
rating, and the top-line pressure caused by the recessionary
market conditions currently borne by the TV broadcast sector.

The negative rating outlook incorporates Moody's concern that the
benefits of recently-announced cost-cutting measures (headcount
reduction and salary freezes), increasing digital and
retransmission-based revenues and a moderation of capital spending
(following the completion of major facility upgrades) will be
insufficient to offset the effects of continuing top line erosion
in the face of very soft market conditions and will likely hamper
Gray's ability to remain in compliance with its financial
covenant.  Additionally, Moody's believes that any potential
remedy of covenant problems could involve additional step-up in
pricing thereby further pressuring the company's cash flow and
credit metrics.

On March 31, 2009, Gray entered into an amendment to its senior
secured credit agreement, which relaxed the level of its financial
ratio test through the end of 2009, reduced the size of the
revolving credit facility to $50 million from $100 million,
increased the contractual rate of interest, and instituted an
annual facility fee among other provisions.

The last rating action occurred on December 4, 2008 when Moody's
downgraded Gray's CFR to B3 from B2 and revised its rating outlook
to negative.

Headquartered in Atlanta, Georgia, Gray Television, Inc. operates
36 primary television stations serving 30 mid-sized markets.  The
company's total revenues were approximately $327 million for the
year ending December 31, 2008.


GULF COAST: Moody's Upgrades Long-Term Rating on Revenue Bonds
--------------------------------------------------------------
Moody's Investors Service has upgraded the long-term rating to Aaa
from Aa1 and affirmed the short-term rating of VMIG 1 assigned to
Gulf Coast Industrial Development Authority Environmental
Facilities Revenue Bonds (CITGO Petroleum Project), Series 2004.
The rating has been upgraded in conjunction with the substitution
of the prior letter of credit provided by Calyon as a provider of
the underlying letter of credit with a new letter of credit
provided by BNP Paribas.

The long-term rating will continue to reflect Moody's approach to
rating jointly supported transactions and will be based upon the
letter of credit provided by BNP Paribas, the rating of CITGO
Petroleum Corporation, the structure of the transaction which
ensures that timely debt service and purchase price payments are
made to investors, and Moody's evaluation of the creditworthiness
of the institution issuing the letter of credit.  Moody's
currently rates BNP Paribas Aa1 for long-term obligations and P-1
for short-term obligations.  Moody's currently rates CITGO Ba1.

Since a loss to investors will occur only if both the Bank and
CITGO default in payment, Moody's has assigned a long-term rating
based upon the joint probability of default by both parties.  In
determining the joint probability of default, Moody's considers
the level of correlation between the letter of credit bank and the
company.  Moody's has determined that there is a low level of
correlation between the bank and the company.  Given this
correlation, Moody's believe the joint probability of default of
the Bank and CITGO, rated Aa1 and Ba1, respectively, results in
credit risk consistent with an Aaa rating.

                 Interest Rate Modes And Payment

The bonds are currently in the daily rate mode and pay interest on
the first business day of each month.  The bonds may be converted
in whole, to bear interest in a weekly, commercial paper or term
rate mode.  The bonds in the weekly rate modes will also pay
interest on the first business day of each month.  Moody's joint
support rating applies to the bonds bearing interest in the daily
and weekly rate modes only.

                       The Letter Of Credit

The new letter of credit will cover full principal plus 35 days of
interest at a rate of 12%, the maximum interest rate on the Bonds.
The letter of credit will be available to make payments of
principal and interest, as well as purchase price, to the extent
remarketing proceeds received by the trustee are insufficient.
The letter of credit provides sufficient coverage for the Bonds
while they bear interest in the weekly rate mode.

Conforming draws for principal and/or interest received by the
bank by 4:00 p.m., New York time, will be honored by 1:00 p.m.,
New York time, on the next business day. Conforming draws for
purchase price received by the letter of credit bank by 12:30
p.m., New York time, will be honored by 2:30 p.m., New York time,
on the same business day.

Draws made under the letter of credit for interest shall be
automatically and immediately reinstated on the date of such
drawing.  The bank may at any time send the trustee notice stating
that an event of default under the reimbursement agreement has
occurred directing an acceleration of the bonds.  The letter of
credit will expire on the tenth day following the trustee's
receipt of such notice.  Upon receipt of such notice, the bonds
will be subject to immediate acceleration and the letter of credit
will be immediately drawn upon. Interest will cease to accrue upon
payment of the bonds.

Under the trust indenture the borrower has the right to provide
the trustee with a substitute letter of credit, with the Bonds
being subject to mandatory tender on the substitution date.

                    Reinstatement of Interest

Draws for interest will be reinstated on the sixth day of the
Bank's honoring an interest drawing unless within five calendar
days from the date the Bank honors such interest drawing, the
trustee receives a notice from the Bank that the interest
component will not be reinstated. Upon receipt of such notice the
trustee shall declare the outstanding Bonds immediately due and
payable. Interest shall cease to accrue upon declaration.

         Expiration / Termination Of The Letter Of Credit

The letter of credit expires upon the earliest to occur of: (1)
April 9, 2010 (the stated expiration date); (2) upon the bank's
receipt of a notice from the trustee stating that the letter of
credit is being surrendered to the bank for cancellation due to an
alternate letter of credit or because no bonds remain outstanding;
(3) the honoring by the bank of the final draw; and (4) the tenth
day following the trustee's receipt of notice from the bank that
an event of default under the reimbursement agreement has occurred
and directing the trustee to accelerate the bonds.

The most recent rating action on the bonds was on February 9,
2009, when the long-term rating on the Bonds was downgraded to Aa1
from Aaa.  There was no action on the short-term rating of the
Bonds at that time.

  -- Trustee: The Bank of New York Trust Company
  -- Underwriter / Remarketing agent: Goldman Sachs and Co.


HAWAIIAN TELCOM: U.S. Trustee Seeks to Block $15.5 Mil. in Bonuses
------------------------------------------------------------------
Erik Larson at Bloomberg News reports that Acting U.S. Trustee
Tiffany Carroll is seeking to block Hawaiian Telcom Communications
Inc.'s planned $15.5 million in bonuses to executives and workers.

Bloomberg relates that Hawaiian Telcom sought court approval to
pay bonuses, mostly to six executives and 494 nonunion workers.
According to court documents, Ms. Carroll told the U.S. Bankruptcy
Court in Honolulu that the bonuses for last year and this year, of
$6 million and $9.5 million respectively, should be denied because
they were improperly increased or preempted by the bankruptcy.

Ms. Carroll said in court documents, "The debtors apparently seek
to pay its management above- market and increasing cash
compensation, despite this Chapter 11 filing, ongoing projected
losses, and costly management consultants."

Bloomberg states that the amount of the 2008 bonus was reduced
from $7.9 million to win the support of lenders.  Bloomberg says
that the Court will hold a hearing on the bonuses on April 16.

According to Bloomberg, a committee of Hawaiian Telcom's unsecured
creditors also objected the bonuses, saying that the Company
couldn't justify "lucrative" payments after estimating it would
lose $80 million during the two-year period covered by the
program.

The 2008 bonus recipients should file claims like other unsecured
creditors, Bloomberg states, citing Ms Carroll.  "The majority of
the 2008 incentive bonuses constitute pre-petition unsecured
claims.  Such claims are not entitled to be paid at this time
ahead of other creditors similarly situated," Ms. Carroll said in
court documents.

As reported by the TCR on March 24, pursuant to the proposed bonus
program, senior managers will receive $70,000 each, or a
total of $420,000, and non-senior management employees will
receive almost $3.6 million.  According to the Honolulu
Advertiser, Hawaiian Telcom, said that its unionized workers
qualify for $2 million in incentive pay under the terms of their
collective bargaining agreement signed in October 2008.

Hawaiian Telcom said in court documents that its employees are
eligible for the bonuses because the Company reached performance
targets for revenue, cash flow, and other measures in 2008.  The
Honolulu Advertiser quoted Hawaiian Telcom chairperson Walter Dods
as saying, "Our employees are key to our long-term success and our
ability to emerge from Chapter 11, so I, and the rest of the board
members, have determined that it is critical that we stand behind
their accomplishments and honor our commitment to them."

According to The Honolulu Advertiser, Gov. Linda Lingle said that
the bonuses are "unconscionable," and that her administration will
oppose them in court.  "Hawaiian Telcom is the critical
communications backbone for our state, and its action to pay
millions in bonuses puts the Company in a precarious position that
jeopardizes its long-term viability, as well as threatens
Hawai'i's economic recovery," the report quoted Gov. Lingle as
saying.

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the TCR on December 30, 2008, Judge Peter
Walsh of the U.S. Bankruptcy Court for the District of Delaware
approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

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


HELMAN GROUP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Helman Group, LLC
        1466 S. Foothills Hwy
        Boulder, CO 80305

Bankruptcy Case No.: 09-14935

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: Cynthia T. Kennedy, Esq.
                  308 1/2 E. Simpson St.
                  Lafayette, CO 80026
                  Tel: (303) 604-1600
                  Email: ctk@kandkatlaw.com

Total Assets: $2,557,500

Total Debts: $1,931,499

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

             http://bankrupt.com/misc/cob09-14935.pdf


HERITAGE LAND: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Ken Ritter at The Associated Press reports that Heritage Land
Company, LLC, and its affiliates -- which include Rhodes Design
and Development Corp. -- have filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Nevada.

Court documents say that Rhodes Design listed $100 million to
$500 million each in assets and debts.  Rhodes Design, according
to court documents, listed 32 corporate debtors, including several
construction entities, and property in Las Vegas, Henderson and
Arizona.  The AP relates that Rhodes Design estimated that 5,000
to 10,000 creditors would have claims.

According to The AP, Rhodes Design blamed declining land values
and dramatically reduced home sales for its collapse.  Rhodes
Design founder and chief Jim Rhodes said in a statement, "The
economic crisis affecting Las Vegas, along with the inability to
secure alternative and cost-effective financing, has hurt
homebuilders.  We are hopeful that this financial reorganization
will produce successful results for residents and owners of homes
built by Rhodes Homes."

Mr. Rhodes said in a statement that Rhodes Design missed a
March 31 loan payment, but the Company expects to deliver homes
currently on order and would continue to take new orders.

Las Vegas, Nevada-based Heritage Land Company, LLC, is a private
master planned community developer and homebuilder in the Las
Vegas valley.  The Rhodes Companies was founded in 1991.

The Company and its affiliates, which include Rhodes Design and
Development Corp., filed for Chapter 11 bankruptcy protection on
March 31, 2009 (Bankr. D. Nev. Case No. 09-14778).  Zachariah
Larson, Esq., at Larson & Stephens assists the Debtors in their
restructuring efforts.  The Debtors listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


HOVNANIAN ENTERPRISES: Moody's Assigns 'Caa1/LD' Default Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1/LD probability of
default rating to Hovnanian Enterprises, Inc., following the
company's disclosure in its most recent 10-Q filing that between
October 31, 2008, and March 11, 2009, it repurchased approximately
$368 million face value of senior unsecured and senior
subordinated notes at substantial discounts to par.  The open
market transactions, considered together, constitute a distressed
exchange and a limited default by Moody's definition.  The LD
designation signifies a limited default and also incorporates
Moody's expectations of open market transactions at substantial
discounts to par over the next twelve months.

The ratings on securities impacted by open market transactions
during the period October 31, 2008, and March 11, 2009, were
lowered to reflect the estimated losses incurred by participating
bondholders.  In addition, Moody's lowered the ratings on
securities that are expected to participate in discounted open
market purchases over the next 12 months.  After approximately
three business days, Moody's will remove the LD designation and
change the ratings on the company's debt securities consistent
with Moody's LGD (loss given default) framework.

As a result of the distressed exchange transaction (as well as the
expectation for future transactions of this type), these ratings
were lowered:

  -- Probability of default rating changed to Caa1/LD from Caa1;

-- $100 million 8% senior unsecured notes due 2012 lowered to
   Ca (LGD4, 65%) from Caa2 (LGD4, 65%);

  -- $215 million 6.5% senior unsecured notes due 2014 lowered to
     C (LGD5, 71%) from Caa2 (LGD4, 65%);

  -- $150 million 6.375% senior unsecured notes due 2014 lowered
     to C (LGD5, 72%) from Caa2 (LGD4, 65%);

-- $200 million 6.25% senior unsecured notes due 2015 lowered
   to C (LGD5, 75%) from Caa2 (LGD4, 65%);

-- $300 million 6.25% senior unsecured notes due 2016 lowered
   to C (LGD5, 74%) from Caa2 (LGD4, 65%);

  -- $300 million 7.5% senior unsecured notes due 2016 lowered to
     C (LGD5, 73%) from Caa2 (LGD4, 65%);

  -- $250 million 8.625% senior unsecured notes due 2017 lowered
     to C (LGD5, 74%) from Caa2 (LGD4, 65%);

  -- $150 million 8.875% senior subordinated notes due 2012
     lowered to Ca (LGD4, 67%) from Caa3 (LGD6, 93%); and

-- $150 million 7.75% senior subordinated notes due 2013
   lowered to C (LGD5, 76%) from Caa3 (LGD6, 93%).

Moody's last rating action for Hovnanian occurred on March 6,
2009, at which time Moody's lowered the company's corporate family
rating and probability of default rating to Caa1 from B3.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Homebuilding revenues and consolidated net income
for the trailing twelve months ended January 31, 2009 were
approximately $2.5 billion and ($1.2 billion), respectively.


HOVNANIAN ENTERPRISES: S&P Junks Corp. Credit Rating From 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hovnanian Enterprises Inc. to 'CCC' from 'B-'.  S&P also
lowered its ratings on Hovnanian's debt.  At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where they were placed on March 4, 2009.  The outlook is negative.
These actions affect roughly $2.4 billion of rated debt
obligations.

"The downgrade reflects the continued pressure on HOV's already
weak margins, which S&P believes will extend the trend of negative
earnings through 2009 and 2010 and further erode the company's
already small equity base and sustain its high leverage," said
credit analyst George Skoufis.  "Additionally, while HOV currently
maintains sufficient cash holdings to meet its 2009 needs, weak
consumer confidence and excess supply will continue to weigh on
demand and pricing, which S&P believes will make it more difficult
for HOV to generate positive cash flow from operations."

The negative outlook reflects the extremely challenging conditions
under which HOV and its peers are operating and S&P's view that
continued net losses could erode the company's currently modest
equity base.  While the current credit rating anticipates
operating losses and weak cash flow in the near term, S&P would
lower its rating further if losses and cash flow deficits are more
severe than S&P anticipate and/or HOV utilizes its precious
liquidity to buy back debt such that its unrestricted cash
position falls below $350 million.  Although unlikely in the near-
term due to the very challenging operating environment, S&P would
consider raising the rating if the company can recapitalize its
balance sheet and maintain sufficient liquidity.


HUBBARD AUTOMOTIVE: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Charlotte Business Journal reports that Hubbard Automotive/Lake
Norman has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Western District of North Carolina.

According to court documents, Hubbard Automotive listed 50 to 99
creditors and debts between $1 million and $10 million.  Business
Journal relates that Hubbard Automotive owes:

     -- WSOC-TV almost $85,000,
     -- WCCB-TV almost $78,000,
     -- Time Warner Cable more than $58,000, and
     -- American Honda Finance about $140,500.

Hubbard Automotive/Lake Norman is a dealership in Huntersville.


IDEARC INC: Gets Interim OK to Use JPMorgan Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted, on an interim basis, Idearc Inc. and its debtor-
affiliates authority to:

   i) use cash collateral during the period from the petition date
      through and including the termination date in accordance
      with their rolling weekly cash forecast for the period
      ending April 24, 2009; and

ii) grant adequate protection to the JPMorgan Chase Bank, N.A.
    and the lenders for any diminution in the value of the
    lenders' interests in the prepetition collateral, including
    for the use of the cash collateral, the use, sale or lease
    of the prepetition collateral other than the cash
    collateral, or the imposition of the automatic stay.

A final hearing on the cash collateral motion will take place on
April 27, 2009, at 1:15 p.m., before Hon. Barbara J. Houser, at
the U.S. Bankruptcy Court, 1100 Commerce Street, 14th Floor,
Dallas, Texas.  Objections to the interim order are due 5:00 p.m.
(Central Time) on April 22, 2009.

Pursuant to the credit agreement dated as of Nov. 17, 2006, as
amended, supplemented or otherwise modified, among Idearc, the
lenders party thereto and JPMorgan Chase, as administrative agent
for the lenders, the lenders made in excess of $6.4 billion of
loans and other financial accommodations to or for the benefit of
Idearc and the other Debtors.

The Debtors were liable to the lenders under the credit agreement
and the other loan documents in the aggregate principal amount of
not less than $6.4 billion under the credit agreement, plus not
less than $42 million in accrued but unpaid interest, plus not
less than $51 million in respect of the Swap Obligations, plus any
and all other fees, costs, and expenses of the lenders and agent
under the loan documents.

The agent holds, on behalf of the lenders, valid, enforceable,
first priority, perfected liens and security interests in the
prepetition collateral and the cash collatera to secure the
prepetition obligations.

The Debtors relate that their cash balances, which exceeded
$650 million as of the petition date, together with amounts
generated by the collection of accounts receivable, the sale of
inventory or other disposition or collection of the prepetition
collateral, constitute prepetition collateral or the
proceeds of the prepetition collateral, and are therefore cash
collateral of the lenders.

The Debtors will use the cash collateral to preserve and maintain
the going concern value of the Debtors and their estates, and to
enhance the prospects for a successful reorganization of the
Debtors.  The cash collateral is more than sufficient, however, to
fund the Debtors' businesses and these Cases and no separate post-
petition financing is contemplated.

As adequate protection, the agent and the lenders are granted:

   -- valid and perfected, replacement security interests in, and
      liens on, all of the right, title and interest of the
      Debtors in, to and under all present and after-acquired
      property of the Debtors of any nature whatsoever including,
      without limitation, all cash contained in any account of
      the Debtors, and the proceeds of all causes of action;

   -- subject to the Carve Out, the adequate protection
      obligations will constitute expenses of administration with
      priority in payment over any and all administrative
      expenses of the kinds specified or ordered pursuant to any
      provision of the Bankruptcy Code, and will at all times be
      senior to the rights of the Debtors, and any successor
      trustee or any creditor, in these cases or, to the extent
      permitted by applicable law, any subsequent proceedings
      under the Bankruptcy Code.

      So long as no written notice of the occurrence of an Event
      of Default has been delivered to the Debtors, the Debtors
      will be permitted to pay without reduction of the Carve Out,
      but subject to the Interim Budget or the Budget, as
      applicable, the Professional Fees and Disbursements, as the
      same may be due and payable.

   -- the Debtors will pay in cash to the agent $250 million no
      later than 2 business days after the date of this interim
      order. This payment will be (a) applied by the agent to
      reduce the pre-petition obligations in accordance with the
      terms of the guarantee and collateral agreement; (b)
      subject to further order of this Court in connection with
      any successful challenge to the validity of the agent's and
      the lenders' liens on the cash collateral.  The use of the
      cash collateral to make the adequate protection payment
      will not constitute a diminution in value of the pre-
      petition collateral giving rise to an adequate protection
      obligation.

As additional adequate protection, the Debtors are authorized and
directed, within 20 days of submission of invoices therefore, to
pay all reasonable fees and expenses incurred by the agent, in
each case, in connection with matters relating to the credit
agreement and the other loan documents, the prepetition
obligations, these cases or the enforcement and protection of the
rights and interests of the agent and the lenders in these
cases.

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

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

                   Indenture Trustee's Objection

U.S. Bank National Association, as Indenture Trustee in respect of
approximately $2.85 billion in senior unsecured notes, objected to
the payment of $250 million to the prepetition lenders.  The
Indenture Trustee said that at this early stage in these cases, it
is not clear whether there will be anything for unsecured
creditors in this case other than unencumbered assets.  Therefore,
unencumbered assets must be preserved and must not be encumbered
by post-petition liens or consumed in the operation of the
business which ultimately may not benefit anyone other than
the secured creditors.

                        About Idearc Inc.

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

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 31, 2009, (Bankr. N. D. Tex. Lead Case No. 09-
31828) Toby L. Gerber, Esq. at Fulbright & Jaworski, LLP
represents the Debtors in their restructuring efforts.  The
Debtors propose Moelis & Company as their investment banker;
Kurtzman Carson Consultants LLC as their claims agent.  The
Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.


INFOGROUP INC: Macro Sale Won't Affect Moody's 'Ba3' Rating
-----------------------------------------------------------
Moody's Investors Service commented that infoGROUP Inc.'s
announcement that it completed the sale of its Macro International
Inc. subsidiary to ICF International for $155 million does not
have an immediate impact on its ratings and outlook (Ba3 corporate
family rating; negative outlook).

The last rating action was on September 17, 2008 when Moody's
confirmed infoGROUP's Ba3 corporate family rating and the Ba2
rating on its senior secured credit facilities.  A negative
ratings outlook was assigned.

Headquartered in Omaha, Nebraska, infoGROUP Inc. is a leading
provider of business and consumer information, data processing and
database marketing services.  The company reported sales of
approximately $738 million through the fiscal-year ended
December 31, 2008.


INTERMET CORP: Reaches Deals with USW, GMP and Non-Union Staff
--------------------------------------------------------------
Intermet Corporation and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to:

   i) approve the compromise of controversy regarding the
      modification of retiree benefits for retired staff
      employees not represented by a union (the Staff Retirees);

(ii) approve the compromise of controversy regarding the
      modification of the collective bargaining agreements
      between Intermet and the United Steelworkers' (USW)
      represented employees and the modification of retiree
      benefits for retired USW-represented employees (the USW
      Retirees);

iii) approve the compromise of controversy regarding the
      modification of the CBA between Intermet and the Glass,
      Molders, Pottery, Plastics and Allied Workers International
      Union's (GMP) represented employees;

  iv) release claims against Intermet's bankruptcy estates
      pursuant to the terms of the Agreements; and

   v) determine that the Staff Retiree Committee, the USW, and
      the International Association of Machinists (IAM) have
      satisfied their duties under Section 1114(c) of the
      Bankruptcy Code and applicable non-bankruptcy law.

The Debtors assert that the Agreements are "unquestionably" fair
and equitable and strikes a fair balance among the USW-represented
employees and retirees, and the other constituencies in the
bankruptcy estate.  Intermet further submits that the recovery for
the retirees and the union-represented employees will be in line
with the recovery for other parties affected by the Section 1113
and 1114 Motion.  All constituents benefit from the proposed
settlements because, absent the modifications contained in the
Agreements, Intermet will be in breach of its obligations under
the Customer Agreement and would likely face liquidation,
resulting in no recovery to unsecured creditors.

         Proposed Modifications to Staff Retiree Benefits

Intermet and the Staff Retiree Committee executed the Staff
Retiree Agreement, which modifies the Staff Retiree Benefits, as
of March 28, 2009.  The material terms of the proposed settlement
are:

  a.  All Retiree Benefits being received by the Staff Retirees,
      pursuant to any Retiree Welfare Plan, will be continued to
      each such participant through July 31, 2009, with such
      benefits terminating as of August 1, 2009.

  b.  Intermet will grant the Staff Retirees whose benefits are
      terminated a general unsecured claim in the amount of
      $3,100,798 in the aggregate, with the parties to cooperate
      in allocating the claim among the individual Staff Retirees.

  c.  Intermet will establish a hardship fund in the amount of
      $15,000 to be paid to certain Staff Retirees pursuant to
      written directions provided by the Staff Retiree Committee.

  d.  Intermet will comply with its obligations under the
      Consolidated Omnibus Budget Reconciliation Act (COBRA) to
      the full extent of the law.  In addition, Intermet will
      provide reasonable assistance to retirees presently
      receiving life insurance benefits to convert such life
      insurance benefits to the extent no significant out-of-
      pocket expenditure by Intermet is required.

  e.  The Staff Retiree Committee will withdraw its opposition
      to Intermet's motion to authorize payments of incentive
      awards to non-insider employees.

                Proposed Modifications to the USW
                CBAs and the USW Retiree Benefits

On March 26, 2009, Intermet and the USW executed the USW
Agreement, which modifies the USW CBAs and the USW Retiree
Benefits.  The material terms of the proposed settlement are:

   a.  Intermet will continue all retiree benefit programs of
       the USW Retirees through the later of July 31, 2009, or
       the date on which Intermet ceases to provide retiree
       benefits to any group of former employees.  Intermet will
       send a letter to the USW Retirees explaining the reason
       for the termination of benefits.

   b.  The USW will be granted, on behalf of the USW Retirees,
       an allowed general unsecured claim for the value of the
       terminated benefits, discounted to present value using a
       discount rate of 6.25%.

   c.  Intermet will comply with its obligations under the
       COBRA to the full extent of the law.  In addition,
       Intermet will provide reasonable assistance to retirees
       presently receiving life insurance benefits to convert
       such life insurance benefits to the extent no significant
       out-of-pocket expenditure by Intermet is required.

   d.  Intermet agrees to cooperate with the USW to take maximum
       advantage of the Health Care Tax Credit program
       established under the Trade Act of 2002 to the extent no
       significant out-of-pocket expenditure by Intermet is
       required.

   e.  Intermet will establish a hardship fund in the amount of
       $75,000 payable to USW Retirees, with the amounts to be
       distributed among the USW Retirees at the USW's direction.

   f.  USW consents to the termination of all defined benefit
       plans covering USW-represented employees and retirees.

   g.  Any obligation in any CBA for Intermet to make any company
       contributions to any 401(k) or other defined contribution
       plan will terminate effective upon the earlier of
       July 31, 2009, or a "Liquidation Condition" (as defined in
       the USW Agreement).

   h.  The parties will modify the New River, Archer Creek and
       Columbus collective bargaining agreements to include a
       successorship clause providing for recognition of the USW
       as a bargaining representative for the unionized employees
       at those plants, and a requirement that a purchaser hire
       all USW-represented employees on the rolls as of January 1,
       2009 (subject to such purchasers' discretion to set
       staffing levels) and provide preferential recall rights to
       those USW-represented workers who are not immediately
       hired.

   i.  If Intermet emerges from Chapter 11 pursuant to a
       confirmed plan of reorganization on a standalone basis and
       as a going concern, it is agreed that within six months of
       such plan, Intermet and the USW will bargain with respect
       to the topics of a replacement defined contribution plan
       for retirees.

   j.  Intermet and the USW agree to extend the CBA between
       Lynchburg Foundry, LC and the USW covering employees of
       the Archer Creek Facility to March 31, 2009.

   k.  The USW will withdraw its objection to the motion to
       authorized payments of incentive awards to non-insider
       employees.

              Proposed Modifications to the GMP CBA

On March 27, 2009, Intermet and the GMP executed the GMP Agreement
which modified the GMP CBA.  The GMP Asgreement was ratified by
the Hibbing plant.  The material terms of the proposed settlement
are:

   a.  Any obligation in the GMP CBA for Intermet to make any
       contributions to any 401(k) or other defined contribution
       plan will terminate effective upon the earlier of
       July 31, 2009, or a "Liquidtion Condition".

   b.  The parties will immediately modify the GMP CBA to
       include a succesorship clause providing for recognition of
       the GMP as bargaining representative for the unionized
       employees at the Hibbing plant, and a requirement that a
       purchaser hire all GMP-represented employees on the rolls
       as of January 1, 2009 (subject to such purchaser's
       discretion to set staffing levels) and provide
       preferential recall rights to those GMP-represented
       workers who are not immediately hired.

   c.  If Intermet emerges from Chapter 11 pursuant to a
       confirmed plan of reorganization on a standalone basis and
       as a going concern, it is agreed that within six months of
       such plan, Intermet and the GMP will bargain with respect
       to the topics of a replacement defined contribution
       pension plan.

As reported in the Troubled Company Reporter on March 20, 2009,
Intermet Corp. submitted to the Court a motion to reject the CBAs
with the GMP and the USW unions.  Intermet asserted that without
the concessions they could gain from the rejections of the CBAs
with the two unions, there will be "no prospects of successfully
reorganizing."  The IAM was not covered by the termination request
because it had already agreed to concessions with the Debtor.

Intermet requested the Court's 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 of the Bankruptcy Code 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.

                Previous Proposals by the Parties

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones, LLP, with respect to the CBAs, Intermet developed an
initial proposal pursuant to Section 1113 to the USW, the IAM and
the GMP to modify the terms of the CBAs and, to a limited extent,
certain retiree benefits associated therewith.  The Section 1113
Proposal is identical for all CBAs and all hourly employees, and
includes these provisions:

   a.  Pension Plans and Retiree Welfare Benefits.  Any
       obligation in any CBA to provide for the continued accrual
       of defined benefit pension plan benefits and/or to
       maintain or to fund a defined benefit pension plan on
       behalf of employees covered by such CBA will terminate
       effective immediately.  The Unions will consent to the
       termination of the defined benefit pensions plans, whether
       through a distress termination or other proceeding.  Any
       obligation in any CBA for Intermet to make any company
       contributions to any 401(k) or other defined contribution
       plan will terminate effective immediately.  Any express
       or implied obligation in any CBA to provide medical
       coverage or life insurance to an employee who retires
       during the term of such CBA will terminate (i) if such
       employee has retired prior to the date hereof, then
       effective on February 28, 2009, or (ii) otherwise,
       effective on the date such employee retires.  Any claim,
       as that term is defined in section 101(5) of the
       Bankruptcy Code, of the Unions or of an employee covered
       by any CBA with respect to pension or retiree welfare
       benefits will be a prepetition unsecured claim.

   b.  Asset Sale or Liquidation.  In the event that either
       (i) Intermet consummates a sale of substantially all of
       its assets, whether pursuant to Section 363 of the
       Bankruptcy Code or a plan of reorganization, or (ii)
       Intermet's bankruptcy case is converted to Chapter 7 or
       Intermet liquidates its assets or business pursuant to a
       plan of liquidation, each CBA will terminate and be of no
       further force and effect on the effective date of such
       sale, plan of reorganization or liquidation or conversion
       to Chapter 7.  Intermet will use reasonable efforts to
       obtain recognition of the Unions as the bargaining
       representative of hourly employees, as applicable, who are
       offered employment by an acquirer of some or all of
       Intermet's assets.  In the event of such termination, any
       claim, as that term is defined in Section 101(5) of the
       Bankruptcy Code, of the Unions or of an employee covered
       by any CBA arising with respect to the CBA will be a
       prepetition unsecured claim.

With respect to retiree welfare benefits, Intermet formulated an
initial proposal pursuant to section 1114 of the Bankruptcy Code
to the USW, the IAM and the official committee of retirees.  The
Section 1114 Proposal is identical for the salaried retirees and
the IAM- and USW-represented employees who receive benefits under
one of the postretirement plans, and states the following:
"Intermet proposes to terminate all Retiree Welfare Plans and to
end coverage as to each staff and hourly retiree participating in
such Retiree Welfare Plans, effective February 28, 2009."  This
date was later modified to May 31, 2009.

The IAM accepted both Proposals as to the employees and retirees
for which it serves as Authorized Representative on March 4, 2009.

USW said that in its counterproposal to the Debtor, it consented
to termination of the defined-benefit plans and the health and
life insurance benefits for retirees, and that it asked "only for
certain modest items in exchange for the enormous sacrifice that
these terminations will impose upon the workers whose skill and
effort make this company run and upon the financially vulnerable
retirees who gave many years of their lives to the company."
Among other things, in response to the termination of retiree
welfare benefits at the end of May 2009, USW sought one additional
month of benefits before the termination -- at a cost that will
almost certainly be less than the cost of the bonuses that
Intermet expects to pay to a handful of management employees at
its corporate headquarters.  USW also sought a modest profit-
sharing plan for the retirees, to be paid based on the financial
performance of the plants where the USW employees work.  Intermet,
however, at that time refused to those provisions.

The Agreements presented to the Court resolves the outstanding
disputes between the parties.

             Customers Require Plan Approval by June 30

Intermet has noted that its 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           Achieved
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."

                       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.


INTRA-STATE AMERICA: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Intra-State America Corporation
        1005 Chili Avenue, Suite 2
        Rochester, NY 14611
        Tel: (585) 242-8650

Bankruptcy Case No.: 09-20708

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       Western District of New York (Rochester)

Company Description: The company provides trucking services.

Debtor's Counsel: Louis V. Asandrov, Esq.
                  Asandrov Law Offices
                  159 S. Fitzhugh Street
                  Rochester, NY 14608
                  Tel: (585) 546-7620
                  Fax: (585) 546-7634
                  Email: asandrov@rochester.rr.com

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

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

The petition was signed by Nicholas Passero.

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

             http://bankrupt.com/misc/nywb09-20708.pdf


INTROGEN THERAPEUTICS: Wants Plan Filing Deadline Moved to April 7
------------------------------------------------------------------
Introgen Therapeutics Inc. is asking the U.S. Bankruptcy Court for
the Western District of Texas to extend until June 2, 2009, its
exclusive period to propose a Chapter 11 plan, Bloomberg's Bill
Rochelle reports.

According to Bloomberg, Introgen is scheduled to auction equipment
and patents on April 7.  The Court will convene a hearing to
approval the sale on the same day.

Introgen Therapeutics Inc. is a cancer-drug developer.  Introgen
Therapeutics filed for Chapter 11 on Dec. 3, 2008 (Bankr. W.D.
Texas, Case No. 08-12442). Patricia Baron Tomasco, Esq., at Brown
McCarroll, L.L.P., is the Company's bankruptcy lawyer.  In its
petition, the Company listed assets of $9,107,868 and debts of
$12,932,950.


JC PENNEY: Moody's Downgrades Rating on Senior Notes to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service downgraded J.C. Penney Company Inc.
senior unsecured notes to Ba1 and assigned a Baa1 to the proposed
senior secured revolving credit facility due April 2012.  The
rating outlook is stable.

The downgrade is a result of Moody's expectations that J.C.
Penney's operating results will continue to decline in fiscal 2009
and are likely to remain below their historical levels over the
near to medium term.  Moody's believes that this likely decline in
results will lead to J.C. Penny's credit metrics falling to levels
that are more appropriate for a mid Ba rating.  For example,
Moody's expects debt to EBITDA to rise to about 4.8 times and
EBITA to interest expense to fall to nearly 1.5 times for the
fiscal year ending February 2, 2010. In addition, the downgrade
also reflects Moody's expectations that J.C. Penney's credit
metrics are likely to improve over the medium term but will still
remain at levels appropriate for a Ba1 rating.

J. C. Penney is currently seeking commitments for a senior secured
bank credit facility that will replace its existing $1.2 billion
unsecured bank credit facility.  The assignment of a Baa1 to the
senior secured bank credit facility acknowledges the facility's
size and scale, as well as its first lien on inventory and the
guarantees provided by all material subsidiaries.  This places the
senior secured bank credit facility ahead of J.C. Penney's
unsecured notes as well as ahead of the company's other unsecured
liabilities.

These ratings are downgraded:

  -- Senior unsecured bank credit facility to Ba1 (LGD 4, 60%)
     from Baa3;

  -- Senior unsecured notes to Ba1 (LGD4, 60%) from Baa3;

  -- Senior unsecured shelf to (P) Ba1 from (P) Baa3.

These ratings are assigned:

  -- Corporate Family Rating at Ba1;
  -- Probability of Default Rating at Ba1;
  -- Senior secured bank credit facility at Baa1 (LGD 1-9%)
  -- Speculative Grade Liquidity Rating of SGL-1

The rating on the $1.2 billion senior unsecured bank credit
facility will be withdrawn when the refinancing is complete.

J.C. Penney's Ba1 corporate family rating considers its relatively
weak credit metrics and the expectation that metrics will fall to
levels more appropriate for a mid Ba rating.  The rating is
supported by J.C. Penney's very good liquidity and history of
balanced financial policies.  Moody's believes that these two
items will allow J.C. Penney to weather the current weak consumer
spending environment -- albeit while maintaining weaker than
historical credit metrics.  The rating also acknowledges Moody's
opinion that J.C. Penney's continued decline in earnings is
predominantly related to the current weak consumer spending
environment and is not an indication of a weakening franchise.
Positive ratings consideration is given to J.C. Penney's large
revenue base, strong national presence, and its portfolio of well
recognized brand names.  Moody's also considers J.C. Penney's
sizable portfolio of unencumbered real estate to be a credit
positive.  However, Moody's notes that the rating is constrained
by the company's need to invest in renovating its store base to
the same level of its peer group.

"While J.C. Penney's credit metrics are expected to erode to
levels more appropriate for a mid Ba rating, its very good
liquidity and historically conservative financial policies provide
us with comfort that the company will successfully weather the
current economic storm", stated Maggie Taylor, Vice President &
Senior Credit Officer.  "Although the company will experience a
period of weak credit metrics, Moody's fundamental views justify
Moody's stable rating outlook".

The last rating action on J.C. Penney's was on February 5, 2009,
when its long term ratings, including its senior unsecured notes
rating at Baa3, were placed on review for possible downgrade.

J.C. Penney is one of the country's largest department store
operators with about 1,100 locations in the United States and
Puerto Rico.  Revenues are about $19 billion.


JOHN BOGGS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: John David Boggs
        2115 Club Vista Place
        Louisville, KY 40245

Bankruptcy Case No.: 09-31435

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Dean A. Langdon, Esq.
                  Wise DelCotto PLLC
                  200 N. Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: langdonbk@wisedel.com

Total Assets: $2,787,175

Total Debts: $5,737,448

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

             http://bankrupt.com/misc/kywb09-31435.pdf


KIMBALL HILL: Chapter 11 Plan Declared Effective March 24
---------------------------------------------------------
Kimball Hill, Inc., and its debtor subsidiaries' Joint Chapter 11
Plan was declared effective on March 24, 2009.

As previously reported in the Troubled Company Reporter, the U.S.
Bankruptcy Court for the Northern District of Illinois confirmed
on March 12 the Chapter 11 liquidation plan of Kimball Hill, Inc.
Andrew M. Harris of Bloomberg reported that Judge Susan Pierson
Sonderby approved the plan to liquidate and distribute to
creditors as much as $225 million.

Ray Schrock, Esq., a partner at Kirkland & Ellis, told the Court
at the hearing that there were no objections to the Plan.  "The
company did everything it could to survive," Mr. Schrock told the
judge, explaining the company's decision to liquidate rather than
reorganize.

"It is unfortunate that the economy is such that we were unable to
effectuate a reorganization," Mr. Sonderby told lawyers, the
builder and its creditors at the hearing's end.  "I commend you
for all your hard work."

Pursuant to the Plan, all assets of the Debtors were transferred
to the post-consummation trust or the liquidation trust, as
applicable.  Bloomberg stated that two post-bankruptcy trusts
created are:

     -- a trust to distribute proceeds from the asset sale to
        holders of almost $304 million in senior credit agreement
        claims; and

     -- a liquidation trust to distribute remaining assets to
        those claimants and other unsecured creditors.

Court documents say that senior credit agreement claimants would
recover 37% to 48% of their claims.

                        About Kimball Hill

Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Fort Worth, Houston, Las Vegas,
Sacramento and Tampa, in five regions: Florida, the Midwest,
Nevada, the Pacific Coast and Texas.

Kimball Hill, Inc., and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007, reflected
total assets of $795,473,000 and total debts $631,867,000.

Kimball Hill filed a Chapter 11 plan of liquidation on
December 2, 2008, which provides for the winding down of the
Debtors' business.  The Plan has the support of the official
committee of unsecured creditors and the company's senior lenders.


LAS VEGAS CASINO LINES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Las Vegas Casino Lines LLC
        240 Christopher Columbus Drive
        Cape Canaveral, FL 32920
        Tel: (321)868-1097
        Fax: (321)868-7490
        Email: info@lasvegascasinolines.com

Bankruptcy Case No.: 09-03690

Chapter 11 Petition Date: March 24, 2009

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

Judge: Arthur B. Briskman

Company Description: Las Vegas Casino Lines is the newest and
                     fastest casino ship sailing out of
                     Port Canaveral.
                     See http://new.lasvegascasinolines.com/

Debtor's Counsel: Raymond J. Rotella, Esq.
                  Kosto & Rotella PA
                  619 East Washington Street
                  Orlando, FL 32801
                  Tel: (407) 425-3456
                  Fax: (407) 423-5498
                  Email: rrotella@kostoandrotella.com

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

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

The petition was signed by Giles Malone, managing member of the
company.

A list of the Debtor's largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/flmb09-03690.pdf


LEHMAN BROTHERS: Authorized to Contribute $15 Million to Bank Unit
------------------------------------------------------------------
Lehman Brothers Holdings Inc. was authorized by Judge James Peck
of the U.S. Bankruptcy Court for the Southern District of New York
to contribute $15 million and mortgage servicing right to a
nonbankrupt subsidiary, Lehman Brothers Bank FSB.  LBHI and Lehman
Commercial Paper Inc. sought approval to step up these actions to
support the capital level of Lehman Brothers Bank:

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

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

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

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

LBHI and its affiliated debtors earlier obtained from Judge Peck
permission to ink a master repurchase agreement with Lehman
Brothers Bank.  The agreement permits LBHI to purchase from Lehman
Brothers Bank a portfolio of residential mortgage loans for up to
$325 million in exchange for its agreement to repurchase those
loans at the same price on a certain date.

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

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

                     Lehman Brothers' Collapse

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

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

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

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

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

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

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

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

                            Asset Sales

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

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


LIVE NATION: Ticketmaster Merger Won't Affect Moody's 'B1' Rating
-----------------------------------------------------------------
Moody's preliminary view is that the corporate family ratings for
Live Nation Inc. and Ticketmaster Entertainment, Inc. will remain
unchanged when the contemplated merger of the two entities to form
Live Nation Entertainment closes.  Although equity investors will
be presented with a single publicly traded company and it is
presumed that operations will be coordinated, the two predecessor
companies will continue as independent legal entities and all pre-
existing financing arrangements will remain in place.  There will
be no cross default or guarantee between the two companies' debts.
Consequently, upon closing, Moody's anticipates that Live Nation's
existing B1 CFR and Ticketmaster's Ba2 CFR will continue to apply
along with all currently existing individual debt instrument
ratings.

Moody's emphasizes that this ratings' guidance is preliminary,
based on a limited fact set, and is offered for information
purposes only.  Moody's most recent rating action for both Live
Nation and Ticketmaster was taken on February 10, 2009, at which
time Live Nation's B1 CFR and PDR and Ticketmaster's Ba2 CFR and
PDR were placed on review following their February 9th joint
announcement concerning the above-noted business combination.  The
ratings review will be concluded approximately concurrent with
closing, at which time formal ratings will be disseminated to the
market.

Live Nation, Inc., headquartered in Beverly Hills, California,
owns, operates and/or exclusively books live entertainment venues
in the U.S. and Europe in addition to owning the rights to several
globally recognized performing artists under all-inclusive
contracts.  Ticketmaster, headquartered in West Hollywood,
California, is a leading live entertainment ticketing and
marketing company.


MACY'S INC: Moody's Downgrades Ratings on Senior Notes to 'Ba2'
---------------------------------------------------------------
Moody's Investors Service downgraded Macy's, Inc. ratings,
including the senior unsecured notes to Ba2 from Baa3.  In
addition, Moody's assigned a Corporate Family Rating of Ba2, a
Probability of Default Rating of Ba2, and a Speculative Grade
Liquidity Rating of SGL-2.  The rating outlook is stable.

"The downgrade reflects the sharp deterioration in Macy's credit
metrics to levels that are more appropriate for a mid Ba rating"
stated Maggie Taylor, Vice President & Senior Credit Officer.
"The downgrade also reflects Moody's expectation that Macy's
operating performance will continue to be pressured given the
current challenging consumer spending environment."  Given this,
Moody's expects Macy's credit metrics will deteriorate further
over the next twelve months to levels that will be weak even for
the new Ba2 rating.

The Ba2 Corporate Family Rating reflects Macy's sizeable debt
load, its moderately weak credit metrics, its eroding margins, and
Moody's expectations that metrics will deteriorate further in the
year ahead.  It also acknowledges that Macy's performance decline
is largely correlated to the current weak consumer spending
environment and is not a result of any fundamental issue with its
franchise or execution ability.  The rating is supported by Macy's
good liquidity and its ability to pay off its near dated
maturities with cash.  Macy's has implemented several efforts to
preserve cash, including reductions in its dividend, capital
expenditures, inventory, and expenses.  However, Moody's notes
that these efforts will be partially offset by Macy's pension plan
funding requirements.  Positive ratings consideration is also
given to the company's solid position within the department store
sector, its strong national presence, quality of its real estate
locations, and the likely benefits from the expansion of the My
Macy's program.

The stable outlook reflects Moody's expectation that Macy's good
liquidity and expense reductions will provide it with the ability
to weather the current economic storm, albeit with credit metrics
that may fall to levels that are weak for the Ba2 rating.

These ratings are downgraded:

Macy's Retail Holdings, Inc.:

  -- Senior unsecured to Ba2 (LGD4, 58%) from Baa3;
  -- Senior unsecured shelf to (P)Ba2 from (P)Baa3;
  -- Subordinated shelf to (P)B1 from (P)Ba1;
  -- Commercial paper to Not Prime from Prime-3.

Macy's Inc.:

  -- Senior unsecured shelf to (P)B1 from (P)Baa3;

May Department Store Company (debt assumed by Macy's Retail
Holdings):

  -- Senior unsecured to Ba2 (LGD4, 58%) from Baa3.

These ratings are assigned:

Macy's, Inc.:

  -- Corporate Family Rating at Ba2;
  -- Probability of Default Rating at Ba2;
  -- Speculative Grade Liquidity Rating at SGL-2.

At the company's request, the commercial paper rating of Not Prime
will be withdrawn following this rating action.

The last rating action on Macy's was on February 2, 2009, when its
ratings were placed on review for possible downgrade.

Macy's, Inc., is one of the United States largest department store
operators with nearly 850 stores operating under the Macy's and
Bloomingdale's nameplates.  Revenues are nearly $25 billion.


MAGNA ENTERTAINMENT: Parties Object to Sale & Bidding Procedures
----------------------------------------------------------------
Several parties-in-interest filed with the U.S. Bankruptcy Court
for the District of Delaware objections to Magna Entertainment
Corp. and its debtor-affiliates' motion and proposed bid
procedures for the sale of certain key assets to MI Developments
Inc.

Secured lender Bank of Montreal says it supports an auction
process for the assets but believes that the bidding procedures
are structured to discourage, rather than encourage, an open and
fair auction process where the highest and best offer could be
obtained for certain assets of the Debtor.  BMO relates that the
procedures fail to deliver adequate protection to BMO as a secured
lender.

Churchill Downs Incorporated, a creditor in the Debtor's Chapter
11 cases, and a partner in certain joint ventures that the Debtors
are seeking to sell, objects to the sale motions on two grounds.
First, it is unclear what interests or assets pertaining to the
joint ventures the Debtors are trying to sell or otherwise affect
through the sale motions.  Second, certain joint venture interests
cannot be sold and assigned under the sale motions because (a) the
joint venture interests are not property of the Debtors' estates
and cannot be sold; (b) the joint venture interests, even if they
were property of the estate, are not assignable under applicable
non-bankruptcy law; (c) sale of the joint venture interests will
result in a change in control transaction under the LLC
agreements, entitling CDI to effect dissolution of the LLCs under
Delaware law and the LLC Agreements,; and (d) sale of joint
venture interests without CDI's consent will constitute a material
breach of each of the LLC agreements.

Greenlight Capital Offshore Partners and its affiliates, an
unsecured creditor and a shareholder of MID, objects to the entry
of the bid procedures because the bid procedures order: (i) is
silent to the role and rights of the MID lender, MID and Frank
Stronach in the sale process, MID and Mr. Stronach have nearly
complete control over the sale process through the MID lender and
DIP financing; (ii) fails to address the issue of whether MID will
be authorized to credit bid the MID lender's purportedly secured
claim, or whether MID even has the authority to bid on the auction
assets; and (iii) provides the Debtors with simply too much
discretion regarding the sale process.

Heritage Racing LLC, a potential bidder that may be able to
provide significant value to the Debtors' estates, relates that
the procedures provided for with the motion fail to meet requisite
standard.

Under the proposed Procedures and APA, Heritage says that there is
insufficient clarity to determine the scope of what is included in
the sale and that there are no guidelines or methodology to
determine who is deemed a qualified bidder for purposes of
participation in the auction.

The State of Maryland, which has jurisdiction over the Debtors'
Pimlico Race Course and Laurel Park, well as the Bowie Training
Center, states that the bid procedures and form of asset purchase
agreement proposed do not take into account any of Maryland's
statutory requirements, and completely ignore the statutory,
police and regulatory power of the State of Maryland to regulate
horse racing and betting within its borders.  The State's
licensure, review, approval and other statutory requirements must
be addressed and honored by the Debtors in any bid procedures that
might be approved by this Court.

The Mayor and City Council of Baltimore, parties-in-interest, tell
the Court that the inconsistencies between the motion, proposed
bidding procedures order, and the form agreement must be
reconciled to allow appropriate scrutiny of the bidding procedures
and sale.

PA Meadows, LLC, requires clarification that the "Meadows Note"
described in the moving papers is being sold subject to the rights
of PA Meadows and certain of its affiliates under that agreement.
The asset at issue is an agreement between PA Meadows and Magna
Entertainment Corp. that sets forth the terms and conditions of a
deferred-purchase-price arrangement between the parties related to
a stock purchase transaction in 2006 through which PA Meadows
obtained ownership of The Meadows racetrack, and MEC agreed to run
the racetrack for a period of up to five years.

Interested party The Village at Gulfstream Park Community
Development District seeks a revision to the purchase agreement in
a manner that clarifies the intention of the Debtors that any
special assessments or liens securing special assessments or ad
valorem property taxes levied by a local governmental unit which
are assumed by the purchasers will remain attached property when
sold by the Debtors.  Specifically, VGP-CDD seeks to include
purchaser assumed liens expressly in the definition of permitted
encumbrances set forth in purchase agreement.  Also VGB-CDD seeks
adequate assurance that the validity of its own purchaser assumed
liens must be accepted, in writing, by the purchaser as part of
purchase agreement.  These revisions will clarify that the
pertinent purchased assets are not sold free and clear of VGP-
CDD's purchaser assumed liens and, in turn, the liabilities
related to those liens may not be asserted against debtors.

Wells Fargo Bank, National Association, a holder of priority lien
on Santa Anita park, one of the assets to be sold, seeks changes
to the proposed order and bidding procedures to the extent
necessary to ensure that competing bids will be received for the
assets.  As drafted, the bidding procedures will ensure the
opposite result: the unfettered discretion granted to the Debtors
will dissuade all potential bidders.

                  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.


MERUELO MADDUX: Wants Access to Cash Collateral Until December 9
----------------------------------------------------------------
Meruelo Maddux Properties, Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Central District of California for
authorization to:

   (i) use cash collateral to pay amounts of expenses set forth
       in the operating projections for the cash collateral
       properties, subject to a variance of 20% per line item
       listed in the budget;

  (ii) after payment of the expenses in the budget, use the excess
       to fund the costs and expenses of the Chapter 11 cases,
       including the cost and expenses of the Debtors who do not
       generate revenue or generate insufficient income to pay for
       their cost of operation in full; and

(iii) provide adequate protection to lenders.

Creditors of the Debtors that may be holding or claiming an
interest in the Debtors' real properties that generate cash
collateral are:

   a) Bank of America
   b) California Bank & Trust
   c) Capmark Finance, Inc.
   d) Cathay Bank
   e) Chinatrust Bank
   f) East West Bankruptcy
   g) Imperial Capital Bankruptcy
   h) Pacific Commerce Bank
   i) The Stafford Group
   j) United Commercial Bank
   k) V & A chamilian
   l) Western Mixers
   m) Y & F Murakami

The Debtors propose to use cash collateral first, to and through
the date fixed by the Court for the conduct of the final cash
collateral hearing and, in that connection, seek on a final basis
to use cash collateral through Dec. 31, 2009, subject to further
extension, if appropriate.

The Debtors propose to grant the Bank of America, et al., liens
replacement in their cash collateral properties, and also
replacement liens on real properties that are subject to liens of
lenders and do not generate any income, junior to existing liens.

The Debtors relate that an equity cushion may stand as and for
adequate protection for a secured creditor's interest in its
collateral.

The Debtors believe the value of all their properties, encumbered
and unemcumbered, exceed $587 million, with the debts and or
claims secured by some of the properties to $284 million,
including real property taxes, with priority claims of
approximately $8.7 million, excluding inter-company debt and
contingent and unliquidated claims arising from guarantees.

The Debtors relate that the value of their properties is more than
enough to provide adequate protection for the lenders.

                           CB&T Objects

California Bank & Trust, a party to a $7.5 million loan extension
agreement dated March 27, 2008, with 788 South Alameda, LLC, one
of the affiliated debtors, relates that as to the cash collateral
motion, there is no competent evidence that CB&T's lien over
788 Alameda's property is adequately protected, either by the
equity in the property that secures the obligation owed to CB&T,
or by the pledge of other property of suspect value.  The cash
collateral motion, according to CB&T, fails to acknowledge and
address the requirements of Section 363 of the Bankruptcy Code as
they are applicable to the cash collateral rights of CB&T.  There
is no showing by competent evidence that CB&T's security interest
in its collateral owned by 788 Alameda is adequately protected,
CB&T adds.

788 Alameda is a special purpose entity formed for the purpose of
holding title to the refrigerated warehouse property that
comprises CB&T's real property collateral and generates the rents
that constitute CB&T s cash collateral.

CB&T also objects to the consolidation motion.  CB&T does not
object to the use of a consolidation account cash management
system per se, as long as CB&T's contractual and statutory rights
are recognized and preserved.  The strong possibility, if not
likelihood, that the relief requested by the Debtors will modify
CB&T s rights against its cash collateral forces CB&T to object to
the Consolidation Motion.

                       About Meruelo Maddux

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

Meruelo Maddux and its affiliates filed for 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.


METAVANTE CORP: S&P Puts 'BB' Corporate Rating on Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'BB' corporate credit rating, on Milwaukee,
Wisconsin-based Metavante Corp. on CreditWatch with positive
implications.

"The CreditWatch placement follows the announcement that Metavante
has agreed to be acquired by 'BB+' rated Fidelity National
Information Services Inc. for approximately $4.4 billion including
debt outstanding," said Standard & Poor's credit analyst Philip
Schrank.

Jacksonville, Florida-based FIS is a leading provider of core
financial institution processing, card issuer and transaction
processing services and outsourcing services to more than 14,000
financial institutions worldwide.  Metavante is a leading provider
of banking and payments technologies to approximately 8,000
financial services firms and businesses.  The merged company will
be named Fidelity National Information Services, Inc.

FIS and Metavante expect to complete the transaction in the third
quarter of 2009, pending regulatory and shareholder approval.
Following the completion of the transaction, S&P expects to
withdraw Metavante Corp.'s corporate credit rating and also
withdraw the 'BB' senior secured rating on its $250 million
revolving credit facility.

The company's issue rating will likely be notched off of  S&P's
'BB+' corporate credit rating for FIS.  S&P expects Metavante
Corp.'s 'BB'-rated $1.7 billion senior secured term loan B to be
reduced to $1.3 billion and split into two tranches (pending
various amendments to the Metavante credit agreement):
$800 million is expected to remain outstanding with Metavante
Corp. (and be assumed by the new company as acquired debt).  If
the transaction closes as expected (following a review of final
documentation), S&P will raise its rating to 'BBB' (two notches
higher than its 'BB+' corporate credit rating for FIS) from 'BB'.
S&P also would revise the recovery rating on these notes to '1',
indicating the expectation for very high (90% to 100%) recovery in
the event of a payment default, from '3'.  The remaining
$500 million will be exchanged for a $500 million incremental term
loan at Fidelity National Information Services Inc., and a rating
will be assigned.


MGM MIRAGE: Colony Capital Mulls Investment in City Center
----------------------------------------------------------
Real estate firm Colony Capital LLC is considering investing in
MGM Mirage's City Center project, Tamara Audi at The Wall Street
Journal reports, citing people familiar with the matter.

A source said that Colony Capital is in talks with MGM Mirage and
its partner, Dubai World, about "any role they might play in
helping City Center get completed without any court action," WSJ
states.  Citing the source, WSJ says that the talks could result
in an investment "as well as just brokering a strained
relationship" between Dubai World and MGM Mirage.

According to WSJ, an investment could keep the $8.6 billion City
Center project from bankruptcy.  WSJ relates that the investment
could also keep the owners from halting work on the project.

As reported by the Troubled Company Reporter on March 30, 2009,
MGM Mirage received waivers from its lenders to fund 100% of the
required march equity contributions for City Center.  MGM Mirage
said that it is -- with the authorization of its senior lenders --
providing $200 million of funding to City Center to satisfy the
required sponsor equity contributions due on or about March 24,
2009.  The funding includes $100 million which should have been
funded by Dubai World.  This allows construction to continue while
MGM MIRAGE seeks additional funding for City Center.

WSJ notes that MGM Mirage's $200 million payment to City Center
gave the Company and Dubai World a few weeks to negotiate a
permanent funding solution.  According to the report, another
payment to City Center is due April 13.

"Talks are being held with a number of potential investors in a
cooperative fashion.  So far, none are particularly close to a
resolution," WSJ quoted a person close to Dubai World as saying.

                       About MGM Mirage

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

MGM MIRAGE reported a net loss of $1.14 billion on revenues of
$1.62 billion for the three months ended December 31, 2008.  MGM
MIRAGE reported a net loss of $855.2 million on revenues of
$7.20 billion for year 2008.  MGM MIRAGE had $23.2 billion in
total assets, including $1.53 billion in total current assets;
$3.0 billion in total current liabilities; and $12.4 billion in
long-term debt.  A full-text copy of the Annual Report on Form 10-
K is available at no charge at:

               http://researcharchives.com/t/s?3ae0

The Company does not expect to be in compliance with the financial
covenants under its senior credit facility at March 31, 2009.  On
March 17, Company obtained an amendment to the senior credit
facility, which included a waiver of the requirement to comply
with the financial covenants through May 15, 2009.  Following
expiration of the waiver on May 15, 2009, the Company will be
subject to an event of default related to the expected
noncompliance with financial covenants under the senior credit
facility at March 31, 2009.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                        *     *     *

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

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

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

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

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

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

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

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


MICHIGAN PUBLIC: S&P Raises Ratings on 2006 Revenue Bonds to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised to 'BB+' from
'BB' the rating on Michigan Public Education Facilities
Authority's series 2006 limited obligation revenue bonds, issued
for Michigan Technical Academy.  The outlook is stable.

"The upgrade reflects the academy's improved financial operations
following various budgetary measures in fiscal 2008," said
Standard & Poor's credit analyst Corey Friedman.

Other factors supporting the rating are:

  -- A high school that draws students from a wide area;

  -- A good relationship with the charter authorizer, Central
     Michigan University;

  -- Improved financial operations following the academy's
     termination of its management contract;

-- Three successful charter renewals with a current charter
   that expires in 2011; and

  -- The full faith and credit pledge of the academy to make
     payments in support of debt service.

However, these strengths are somewhat offset by such factors as an
inefficient enrollment sequence, low comparative test scores, and
a limit to the pledge of revenue to pay debt service of 20% of
per-pupil revenues.  Another factor is the inherent uncertainty
associated with charter renewals given that the final maturity of
the bonds exceeds the time horizon of the existing charter.

Michigan Technical Academy began operations in the 1995-1996 year
as a grade 10-12 school.  Initial enrollment was 30, but the
number has grown to 1,140 students in 2008-2009 since the addition
of grades and expansion of facilities.  The academy can
accommodate students up to its charter cap of 1,425.


MIDWAY GAMES: Proposes Revised Key Employee Incentive Plan
----------------------------------------------------------
Michael McWhertor at Kotaku.com reports that Midway Games Inc. has
submitted to the U.S. Bankruptcy Court for the District of
Delaware a revised proposal for an incentive program for its key
employees.

As reported by the Troubled Company Reporter on April 1, 2009, a
government-appointed trustee overseeing Midway Games' financial
and legal proceedings has opposed the Company's planned bonus
payments to its top employees.  Midway Games is still seeking ways
to pay out almost $4 million in bonuses, despite poor sales and a
bankruptcy filing.

Kotaku.com relates that the Vin Diesel-starring game, which has
been released as part of a deal between Ubisoft and Midway, was
attached to a bonus incentive that creditors and the trustee
opposed, because the deal had already happened quite some time
ago.

The revised plan, Kotaku.com states, addresses concerns about the
proposed payouts going to 29 employees.  According to Kotaku.com,
one of the alterations to Midway's "Key Employee Incentive
Program" was the exclusion of CEO Matt Booty from eligibility of
those payouts, reducing the number of folks who could potentially
benefit to 28.  The report says that Mortal Kombat has also been
removed from the agreement, and the "milestone" previously
attached to the sale of Mortal Kombat now includes the company's
assets -- possibly all of them -- to the tune of a committee
approved "target cash amount."  Rights to Narc, Smash TV, and Area
51 must first be sold before certain bonuses would be paid out,
according to the report.

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


MORIN BRICK: Assets Sold to R.J. Finlay; To Restart Plant in April
------------------------------------------------------------------
The Mainebiz reports that R.J. Finlay & Co., a New Hampshire real
estate firm and investment arm of Hillcrest Capital Partners LLC,
has purchased Morin Brick in Auburn.

According to Mainebiz, the purchase has allowed Morin Brick emerge
from Chapter 11 bankruptcy and will let the Company restart
production this month.  Sun Journal relates that Morin Brick will
rehire the 40 employees it laid off after it filed for bankruptcy
protection.  Morin Brick, with capital supplied by R.J. Finlay,
will be able to complete efficiency and technology upgrades it
started three years ago at the Auburn plant, Sun Journal states.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck
brick and extruded brick for customers primarily located in the
Northeastern United States and Canada.  The Company filed for
Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No.
08-21022).  D. Sam Anderson, Esq., and Robert J. Keach, Esq., at
Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent
the Debtor as counsel.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A.,
represent the Official Committee of Unsecured Creditors as
counsel.  Tron Group is the Debtor's Chief Restructuring Officer.
When the Debtor filed for protection from its creditors, it listed
assets of between $10 million and
$50 million, and debts of between $1 million and $10 million.


MORTON INDUSTRIAL: Obtains Temporary Authority for $20-Mil. Loan
----------------------------------------------------------------
Morton Industrial Group Inc. was given temporary authority to
borrow from a $20 million loan for the reorganization supplied by
National City Bank, as agent for the pre-bankruptcy lenders.

The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, MMC Precision Holdings and its debtor-
affiliates to:

   a) obtain postpetition financing by entering into certain
      second amended and restated credit agreement with National
      City Bank;

   b) grant liens and provide superpriority claims; and

   c) grant adequate protection to certain prepetition secured
      parties.

The Court will consider the Debtors' motion at a final hearing to
be held on April 15, 2009 at 12:00 p.m.  Objections are due
April 8, 2009, 4:00 p.m. (Prevailing Eastern Time).

The Debtors' primary non-trade debt, interest-bearing liabilities
consist of:

   i) a revolving credit facility;

  ii) term loans; and

iii) 12% senior subordinated notes due Sept. 30, 2014.

As of March 15, 2009, the Debtors' interest bearing liabilities
totaled $78,074,333, with $14,400,000 attributable to the
prepetition revolving facility, $33,250,000 attributable to the
prepetition term loans, $27,414,000 attributable to the
prepetition subordinated notes, $2,275,333 attributable to the
letters of credit issued under the prepetition revolving facility,
and $735,000 attributable to a "swap", as of Dec. 31, 2008.

Morton Industrial Group, Inc., and parent entered into a secured
revolving credit facility and secured term loan dated as of
Aug. 25, 2006, as amended, with a syndicate of financial
institutions led by National City Bank, as administrative agent.
The Debtors borrowed up to a maximum of $33,250,000 under the
prepetition term loans and up to a maximum of $20,000,000 under
the prepetition revolving credit facility.

A full-text copy of the Second Amended and Restated Credit
Agreement is available for free at:

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

The Debtors granted the lenders first lien security interest on
substantially all of their existing and thereafter acquired real
and personal property.

On February 20, 2009, the Lenders agreed to extend the Debtors and
additional $2,000,000 in revolving credit to fund the Debtors'
working capital through March 20, 2009.

As of the petition date, the Debtors indebtedness to the lenders
under the prepetition credit agreement was $47,650,000, exclusive
of the prepetition letters of credit, the Swap, accrued interest,
fees, costs and expenses.

On Aug. 28, 2006, Morton Industrial entered into an interest rate
swap agreement with National City effective on Oct. 2, 2006 on
$31,500,000 of its prepetition term loan debt in order to manage
the risk associated with the variable interest rate under the
prepetition credit agreement.  As of Feb. 10, 2009, the Swap was
recorded as a liability of $735,000.

The lenders agreed to extend the Debtors the DIP loan of
$20,000,000.

               Salient Terms of DIP Credit Agreement

Borrower:                Morton Industrial Group, Inc.

Guarantor:               MMC Precision Holdings Corp. and all
other Debtors

Lead Arranger:           National City Bank

Administrative Agent:    National City Bank

Lenders:                 Syndicate of Financial Institutions

Purpose:                  1. replace the prepetition revolving
                             credit facility, including the
                             prepetition revolving supplemental
                             revolver and the prepetition letters
                             of credit; and

                          2. provide interim working capital
                             financing, subject to the budget.

Letter of Credit Issuer: National City Bank

Commitment Amount:       Upon approval, the borrower will have
                         access to $20,000,000 in non-amortizing
                         revolving credit including a $2,275,333
                         sub-facility to provide for letters of
                         credit.

                         Loans under the revolving DIP facility
                         will be available through the
                         termination date.  All revolving loans
                         outstanding will become due and payable
                         in full, inclusive of all interest,
                         fees, and costs due thereunder, on the
                         termination date.

Availability:            Revolving loans and letters of credit
                         under the revolving DIP facility will
                         not exceed in the aggregate the amount
                         of $20,000,000.  In the event that
                         existing  letters of  credit are reduced,
                         availability under the revolving loans
                         will increase subject to the Budget
                         variance. Each borrowing will be in an
                         aggregate amount of $250,000 or higher
                         multiple of $50,000.

Priorities/Carve Out:    Except as otherwise provided, the liens
                         and claims granted to the agent will be
                         subject only to: (i)  the aggregate
                         allowed unpaid fees and expenses payable
                         to professionals retained pursuant to an
                         order of the Court by the Debtors and
                         the committee.

                         As adequate protection for the lenders'
                         interest in the prepetition collateral,
                         subject to the carve Out, the agent is
                         granted (i) a superpriority
                         administrative expense claim against the
                         estate, and (ii) replacement liens on
                         the DIP collateral.

Closing Date:            The closing date will occur as promptly
                         as practicable after entry of the
                         interim order.  The revolving DIP
                         facility will be made available to
                         borrower on an interim basis immediately
                         upon entry of the interim order.

Term and Final
Maturity Date:           The revolving loans will be repaid in
                         full, and the revolving DIP facility
                         will terminate, at the earliest of (i)
                         June 5, 2009, provided, however, if
                         borrower has presented a written
                         agreement for a sale transaction to the
                         agent and the lenders, which the agent
                         and the lenders in their sole discretion
                         find acceptable, the final maturity date
                         may be extended upon the written consent
                         of the agent and the lenders; (ii) if
                         the Debtors terminate otherwise for any
                         reason cease their efforts to implement
                         the sale and the termination or
                         cessation continues for 5 days; (iii)
                         upon the request of the required lenders,
                         an occurrence of an event of default in
                         accordance with the terms of the DIP
                         credit agreement, (iv) sale of all or
                         substantially all of the Debtors'
                         business; (v) consummation of a Plan of
                         Reorganization or liquidation; and (vi)
                         the case is converted to Chapter 7 of
                         the bankruptcy Code or dismissed.

Payment Terms:           All principal and accrued but unpaid
                         interest and other obligations of
                         borrower under the revolving DIP
                         facility will be repaid in full on or
                         before the termination date.

Interest                 The revolving DIP facility loans will
                         bear interest at a per annum rate equal
                         to the case rate plus 4.5%.

Fees:

   * Letter of Credit    Borrower agrees to pay the agent for the
                         account of the lenders pro rata
                         according to their revolving percentages
                         a letter of credit fee for renewal,
                         extension or replacement of a letter of
                         credit at a rate per annum equal to 4.5%
                         as in effect from time to time.

   * Commitment Fee      Borrower agrees to pay to the agent for
                         the account of each lender a commitment
                         fee, for the period from the closing
                         date to the termination date, at a rate
                         per annum equal to 0.75% on the daily
                         average of the lender's revolving
                         percentage of the unused commitment
                         amount.

   * Upfront Fee         Borrower agrees to pay the lenders pro
                         rata according to their revolving
                         percentages of the revolving loans an
                         upfront fee equal to $200,000 that will
                         be earned at the closing and will be
                         payable on the earlier to occur of the
                         termination date and the final maturity
                         date.

   * Additional Fee      Additional fee is equal to $200,000 that
                         will be earned only in the event that
                         the revolving loans are not paid on or
                         before the termination date, but if
                         earned will be due and payable on the
                         earlier to occur of the termination date
                         and final maturity date.

Waiver of Claims:        All payments under the credit agreement
                         and the revolving DIP facility will be
                         made without setoff, reduction or
                         countercalim by borrower of any kind.

Treatment of Sub Debt:   No cash payments will be made on the
                         prepetition subordinated notes and
                         borrower will propose no Plan of
                         Reorganization that contemplates any
                         cash payment to the prepetition
                         subordinated creditors or any transfers
                         to the prepetition subordinated
                         creditors of the Debtors prepetition or
                         postpetition assets that is prohibited
                         by the intercreditor agreement unless
                         and until the revolving DIP facility and
                         prepetition term loans are each repaid
                         in full in cash.

Arrangement Fee:         $75,000 to National City as agent and
                         arranger to be paid at the final maturity
                         date.

The agreement contains certain event of default.

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

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

Additionally, the Debtors, with the assistance of AlixPartners,
LLC, their restructuring advisors, have commenced a marketing and
sale process for their assets.  The Debtors intend to file a
motion to approve bidding procedures for the sale.

The Debtors believe this strategy will enable then to meet several
critical objectives including allowing the ongoing operation of
the Debtors' business without interruption to supplier and
customer relationships.

                        About Morton Group

Headquartered in Morton, Illinois, MMC Precision Holdings Corp. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 22, 2009, (Bankr. D. Del. Lead Case No. 09-
10998).  Paul, Hastings, Janofsky & Walker LLP represents the
Debtors in their restructuring efforts.  The Debtors propose to
hire Paul N. Heath, Esq., at Richards, Layton & Finger PA as co-
counsel, AlixPartners, LLP, as restructuring advisors, Kurtzman
Carson Consultants LLC as claims, noticing and balloting agent.
The Debtors listed estimated assets of $50 million to $100 million
and estimated debts of $100 million to $500 million.


MORTON INDUSTRIAL: Proposes Executive Bonus Plan for Credit Bid
---------------------------------------------------------------
Morton Industrial Group Inc. has filed with the U.S. Bankruptcy
Court for the District of Delaware a request for approval of
bonuses that may pay top executives almost $2.5 million, with more
than $1.1 million for the chief executive officer, a Bloomberg
report said.

According to Bloomberg's Bill Rochelle, the Company says the
program complies with bankruptcy law because it's incentive-based.
Congress outlawed retention bonuses for executives of bankrupt
companies in 2005.

Bill Rochelle details that the five top executive and other high-
level officers would split $2.47 million if more than $40 million
is realized in a sale of the business.  If the assets are
liquidated and bring in as much as $26 million, the executives as
a group see $1.26 million.  The executives receive the same $1.26
million if the secured lenders buy the company using their claims
rather than cash.

                About MMC Precision Holdings Corp.

Headquartered in Morton, Illinois, MMC Precision Holdings Corp. --
http://www.mortongroup.com/-- and its affiliates are contract
metal fabricators serving an array of Original Equipment
Manufacturers.  The Debtors operate five manufacturing facilities
located in the Midwestern and Southeastern United States.  The
Debtors' customers are Caterpillar Inc., Deere & Co., JLG
Industries, Inc., Hallmark Cards, Kubota Manufacturing of America
and Winnebago Industries, Inc.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 22, 2009, (Bankr. D. Del. Lead Case No.: 09-
10998) Paul, Hastings, Janofsky & Walker LLP represents the
Debtors in their restructuring efforts.  The Debtors propose to
hire Paul N. Heath, Esq., at Richards, Layton & Finger PA as co-
counsel, AlixPartners, LLP as restructuring advisors, Kurtzman
Carson Consultants LLC as claims, noticing and balloting agent.
The Debtors listed estimated assets of $50 million to
$100 million and estimated debts of $100 million to $500 million.


NATIONAL MOBILE: Wachovia to Sell Collateral at April 3 Auction
---------------------------------------------------------------
Wachovia Capital Finance Corporation will sell at a public auction
on April 3, 2009, at 10:00 a.m. Central Time, all of the right,
title and interest of National Mobile Television, Inc., Venue
Services Group, Inc., NMT Holding Corp., NMT Intermediate Holding
Corporation and NMT Media Group, Inc. (collectively, the Grantors)
in the collateral securing obligations owed to it by the Grantors.

The collateral consists of substantially all of the Grantors'
equipment, mobile broadcast units, inventory, accounts, general
intangibles and other personal property.  The auction will be held
at the offices of Goldenberg Kohn Bell Black Rosenbloom & Moritz,
Ltd., 55 E. Monroe Street, Suite 3300, in Chicago, Illinois.

Wachovia says that the total amount of outstanding obligations is
not less than $6,800,000, exclusive of accrued and accruing
interests and other charges.

The collateral will be offered and sold at the public sale, on an
"as is, where is" basis.  All offers must be for cash, contain no
contingencies that are unsatisfactory to the Lender and, unless
otherwise agreed by the Lender, be payable on the day of the
public sale.

Parties interested in inspecting the collateral or obtaining
further detail regarding the collateral should contact Wachovia
Capital Finance Corporation.


NES RENTALS: Moody's Downgrades Default Rating to 'Caa3'
--------------------------------------------------------
Moody's Investors Service downgraded the probability of default
rating of NES Rentals Holdings, Inc. to Caa3 from Caa1 and
downgraded the ratings on NES' second lien notes to Ca LGD 4, 58%
from Caa2 LGD 5, 77%.  The outlook has been revised to negative
from stable.  The Caa1 corporate family rating remains unchanged.

The action follows NES' February 26, 2009 execution of a second
lien credit agreement amendment that permits up to $100 million of
second lien term loan to be prepaid at a discount to face value
through February 26, 2010.  Moody's considers the amendment a
distressed exchange announcement because of NES' weak credit
profile, and the significant monetary loss relative to term loan
principal value that participating lenders will likely incur.  The
prices at which term loan prepayments are to occur will be
determined by a modified auction process.  Furthermore, per the
amendment, prepayment proceeds will come from equity infused into
NES' parent, subsequently down-streamed to NES.  Although
prepayments are not obligated, the amendment will become
ineffective if at least $15 million is not offered for prepayment
by end of April 2009, as defined.

The probability of default rating downgrade reflects likelihood
that discounted prepayment will occur, while the second lien term
loan downgrade corresponds to the price at which the company is
minimally required to prepay the first $15 million face value of
term loan, which would approximate a 58% loss.

Upon the first discounted second lien term loan prepayment,
Moody's expects to revise the ratings to reflect the post-exchange
credit profile; at that time, to denote the limited default, an LD
designation would be added to the probability of default rating.
In that post-exchange credit profile, probability of default and
the second lien term loan ratings of Caa1 and Caa2, respectively,
would be likely.

The negative outlook reflects severe pressure facing construction
end markets, concerns over the impact of declining used equipment
prices and fleet depreciation on NES' liquidity profile, and
possibility that further debt exchange transactions may be
pursued.

Moody's last rating action occurred January 30, 2009 when NES'
corporate family rating was downgraded to Caa1 from B3.

NES Rentals Holdings, Inc., based in Chicago, Illinois, is one of
the largest equipment rental companies in the U.S.


NEW CENTURY: Trustee Sues KPMG for Negligent Audits & Reviews
-------------------------------------------------------------
Bloomberg News reports that Alan M. Jacobs, the trustee for New
Century Financial Corp., has filed a lawsuit against KPMG
International for allegedly failing in its role as "gatekeeper."

According to Bloomberg, the trustee claimed that negligent audits
and reviews by KPMG, the U.S. member firm of KPMG International,
led to New Century's collapse.  The lawsuit, which names both KPMG
and KPMG International as defendants, seeks at least $1 billion in
damages.

Bloomberg quoted Steven Thomas, an attorney for Mr. Jacobs, as
saying, "Once an auditing firm lacks independence, then their
audits aren't worth the paper they're written on.  KPMG had a duty
directly to New Century and a duty directly to the public."

Bloomberg relates that KPMG spokesperson Dan Ginsburg said that
the company hadn't yet seen the complaint and denied any
wrongdoing.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The Company and its affiliates filed for Chapter 11 protection on
April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416).  Suzzanne
Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at
O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J.
Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors.  The Official Committee of
Unsecured Creditors selected Hahn & Hessen as its bankruptcy
counsel and Blank Rome LLP as its co-counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $36,276,815 and
total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan on July 15, 2008.  (New Century Bankruptcy News, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NEWPAGE CORP: S&P Changes Outlook to Negative; Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Miamisburg, Ohio-based NewPage Corp. to negative from
stable.  S&P affirmed all of the company's ratings, including the
'B' corporate credit rating.

"The outlook revision reflects Standard & Poor's assessment that,
because of the difficult operating environment associated with the
recession in the U.S., NewPage's credit measures will weaken,
resulting in a tighter cushion under the company's financial
covenants," said Standard & Poor's credit analyst Andy Sookram.

S&P expects that, while the recent decline in input costs and
benefits from cost improvement are positive, selling prices could
drop over the next few quarters due to weaker demand, resulting in
reduced operating margins.  Under this scenario, total adjusted
debt to EBITDA could increase to around 7.5x or higher by year-end
2009, from 7.0x for the same period in 2008.

The ratings on NewPage reflect the company's aggressive debt
leverage; participation in mature, cyclical, and highly
competitive coated-paper markets; limited product and geographic
diversity; and some customer concentration.  The company's
attractive customer base, high level of pulp integration, and good
cost position that is competitive with other North American
producers somewhat offset these factors.


NORTEL NETWORKS: May Fetch $500 Million for Ethernet Business
-------------------------------------------------------------
Nortel Networks Corp. might fetch $500 million for its business of
making corporate networks, Bloomberg News reported, citing someone
close to the situation said.

According to Bloomberg's Bill Rochelle, bids are due this week,
and may include bids from Avaya Inc. and Siemens Enterprise
Communications Ltd.

Nortel's Metro Ethernet Networks unit may be valued at about
$300 million, a person familiar with the situation told Bloomberg.
According to Bloomberg, Lazard Ltd. is handling a possible sale of
Nortel's assets, and information about the Company will be made
available to prospective buyers, according to another person close
to the matter.

Nortel is considering selling two key units, its core wireless-
equipment business and a office telecom system manufacturing
unit, Sarah Silver and Jeffrey McCracken of The Wall Street
Journal quoted people familiar with the matter as saying in a
March 12, 2009 report.  Those businesses generated $6.7 billion
in sales in 2008, according to the report.

Entities interested in the Nortel assets include Avaya Inc. and
Siemens Enterprise Communications, The Journal quoted its source
as saying.

The Journal added that Nortel is also entertaining discussions
for a sale of its wireless voice gear unit to rivals, including
Nokia Siemens Networks.

A sale of Nortel's income-generating units could complicate any
plans to emerge from bankruptcy, Ms. Silver and Mr. McCracken of
The Journal point out.  People close to the issue have said it is
too early to tell if Nortel is going the "liquidation" mode.

Bloomberg News noted in a separate report that Ciena Corp. is
expressing interest in acquiring Nortel's Metro Ethernet Networks,
the company's fiber optic unit.  Nortel previously tagged the
Ethernet unit for sale in September 2008, but rethought those
plans when it filed for bankruptcy protection in January 2009,
Bloomberg related.

                        Layer 4-7 Business

Nortel Networks obtained approval of the U.S. Bankruptcy Court for
the District of Delaware to sell a portion of its Layer 4-7
application delivery business to Radware Ltd. for $17.65 million,
a Bloomberg report said.

Radware, as stalking horse bidder, would have been entitled to
receive a break-up fee of $650,000 and reimbursement of up to
$400,000 in expenses had Nortel consummated a transaction with
another buyer.  There were no competing bids at auction,
Bloomberg's Bill Rochelle.

Ernst & Young, Inc., as monitor of the proceedings commenced by
Nortel Networks Corporation and its affiliates under Canada's
Companies' Creditors Arrangement Act, said in its fifth monitor
report on March 26, 2009, that it supports the proposed sale,
saying it represents the best offer available for the business.
"Despite having contacted a number of potential purchasers, there
has been limited interest in the Layer 4-7 business and
ultimately, no bids other than the Radware bid were submitted
pursuant to the bidding procedures," Ernst & Young said.

The assets included in the sale consist primarily of customer
contracts, inventory, fixed assets and intellectual property
related to the NNI and other U.S.-based Debtors' Layer 4-7
business, part of which they owned through their acquisition of
Alteon WebSystems Inc in 2000.  The Layer 4-7 business sells
application delivery products and has an installed base of more
than 1,000 customers.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NTK HOLDINGS: Moody's Junks Corporate Family Rating From 'B3'
-------------------------------------------------------------
Moody's Investors Service has downgraded NTK Holdings and its
subsidiary Nortek's corporate family rating to Caa2 from B3, and
downgraded rated debt instruments as outlined below.  The ratings
outlook is negative.

These ratings and LGD assessments have been downgraded/affected:

Issuer: NTK Holdings, Inc.

  -- Corporate family rating downgraded to Caa2 from B3;

  -- Probability of default (PDR) downgraded to Caa2 from B3;

-- $403 million senior discount notes due 2014, downgraded to
   Ca (LGD6, 90%) from Caa2 (LGD6, 94%).

Issuer: Nortek, Inc.

-- $750 million Senior Secured Notes, due 2013, downgraded to
   B3 (LGD2, 28%) from B1 (LGD3, 32%);

  -- $625 million 8.5% Senior Subordinated Notes due 2014,
     downgraded to Caa3 (LGD4, 69%) from Caa1 (LGD5, 78%).

The ratings outlook is negative.

The ratings downgrade reflects the anticipation that the company's
revenues, operating income, and cash flow generation will continue
to contract in 2009.  The downgrade also considers the company's
high leverage and projected debt to EBITDA of over 10x for 2009.
The company's leverage metrics are unlikely to improve over the
short term as free cash flow available for debt reduction is
anticipated by Moody's to be negative in 2009.

Demand for the company's products is anticipated to remain under
pressure so long as the new home construction market and the
remodeling market remain weak.  Homeowners' willingness to commit
to large projects is likely to remain soft so long as home equity
continues to decline.  Nortek sells a full range of kitchen
extraction fans and also sells air quality systems for the home.
The company's music systems are relatively high-end and are a
discretionary luxury in Moody's view.  The company's commercial
air conditioning business has performed better than its
residential businesses.

The negative ratings outlook reflects the belief that revenue and
margin pressure are likely to continue through 2009 and possibly
into 2010.  The company's ability to generate positive cash flow
is likely to remain challenging until housing starts rebound
meaningfully and discretionary spending on home improvement
rebounds.  The company's ability to cut costs to address the
margin impact of the downturn may prove challenging given the
varied products and the number of operating units.

The last rating action was on May 13, 2008, when the company's CFR
was affirmed and Nortek's $750 million senior secured notes, due
2013, was assigned a B1 rating.

Nortek, Inc., headquartered in Providence, Rhode Island, is a
leading diversified manufacturer of innovative, branded,
residential and commercial ventilation, HVAC, and home technology
convenience and security products.  Its products include range
hoods and other ventilation products, heating and air conditioning
systems, indoor air quality systems, and home technology products.
Revenues for the LTM period through September 27, 2008, were
approximately $2.3 billion.


NORTEL NETWORKS: Estimates $375MM Pensions Deficit, to Pay $4.9MM
-----------------------------------------------------------------
Nortel Networks Corp. said in documents submitted to the U.S.
Bankruptcy Court for the District of Delaware that its pension
plans are underfunded by $375 million.

Nortel is seeking approval from the Court to pay $4.9 million --
$1.2 million for April 15 and $3.7 million for July 15 -- in
minimum funding contributions under their benefit pension plan.
Its lawyer said that a standard termination of the pension plan
would result in a significant cost to the estates as opposed to
maintaining the plan.  Thomas Driscoll III, Esq., at Morris
Nichols Arsht & Tunnell LLP, added that since the pension plan is
underfunded on a termination basis, Nortel cannot seek a standard
termination unless they fund the benefit liabilities under the
pension plan.

Mr. Driscoll said that although the plan sponsors are currently in
the process of determining how much it would cost to fully fund
the benefit pension plan in the event of a termination, they
estimate the deficit for funding purposes to be approximately $375
million.

As of December 31, 2008, the pension plan has about 23,000
participants.  Its assets are estimated to be worth $828 million.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NUVEEN INVESTMENTS: Decline in Earnings Cue Moody's Junk Rating
---------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Nuveen Investments, Inc., to Caa1 from B2.  In the same
rating action, Moody's also lowered the rating of Nuveen's senior
secured bank facility to B3 from B1 and lowered the rating of the
company's senior unsecured notes to Caa3 from Caa1.  The outlook
on all the ratings is stable.  The rating action concludes the
review for possible downgrade that was initiated on December 12,
2008.

Moody's stated that the downgrade reflects the substantial
reduction in the company's earnings strength resulting from the
impact of severe equity market declines and elevated net asset
outflows.  Moody's Vice President/Senior Credit Officer Matthew
Noll stated, "Nuveen's debt has become excessive relative to
Moody's expectations for the ratings in the context of the current
turbulent markets.  Moody's ratings incorporate the likelihood
that an eventual capital restructuring or other significant
remedial action will be necessary, with a modest economic loss to
creditors."  Based on Moody's projected 2009 EBITDA of around $360
million, Nuveen's net debt to EBITDA will be extremely high at
10x.

The rating agency commented that reestablishing Nuveen's strong
AUM and revenue growth, and executing an eventual sale of the
company at a sufficiently high exit multiple to pay down debt,
will remain serious challenges indefinitely.  Refinancing options
are also likely to remain very limited; thus, Moody's views a
restructuring of the company's debt as probable.

In spite of Moody's challenged intermediate-to long-term view of
Nuveen's prospects, the company's liquidity, which included
$466 million in cash and short-term investments as of December 31,
2008, remains sufficient to cover the company's approximately $230
million of senior notes due in 2010.  The company's remaining $3.6
billion in loans and notes are due in 2015.  The rating agency
noted that Nuveen has a fair probability of managing its senior
secured net debt to EBITDA covenant of 6x in 2009.  Moody's also
expects Nuveen to continue reducing operating costs should AUM
further decline.

Moody's added that Nuveen's ratings could face a further downgrade
if average AUM drops to $90 billion or if the S&P 500 index level
is likely to remain in the 600's for an extended period of time.
A rating downgrade could also occur if quarterly EBITDA falls to
below $85 million, or if the company is experiencing quarterly net
outflows in excess of 2.5% of beginning of quarter AUM.

Conversely, Nuveen's ratings could be upgraded if the company
executed a successful restructuring of the company's debt, and if
these hurdles can consistently be met: quarterly average AUM
levels rise to above $140 billion; quarterly EBITDA is sustained
above $125 million; net quarterly asset inflows exceed 1% of
beginning of quarter AUM.

These ratings were downgraded with a stable outlook:

  -- Nuveen Investments, Inc.: Corporate family rating downgraded
     to Caa1 from B2; senior secured revolver downgraded to B3
     from B1; senior secured term loan downgraded to B3 from B1;
     senior unsecured notes downgrade to Caa3 from Caa1.

  -- Nuveen Investments, Inc., headquartered in Chicago, is a US-
     domiciled holding company whose subsidiaries provide
     investment management products and services to retail and
     institutional investors predominantly in the US.  The
     company's assets under management were $119 billion as of
     December 31, 2008.

The last rating action was on December 12, 2008, when Nuveen's
corporate family rating was downgraded to B2 from B1 and the
rating was placed on review for further possible downgrade.

Moody's Corporate Family Ratings are opinions of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


NUVEEN INVESTMENTS: S&P Downgrades Counterparty Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its local
currency long-term counterparty credit rating on Nuveen
Investments Inc. to 'B-' from 'B'.  The outlook is stable.

"The rating action resulted from several factors, including
weakening operating cash flows, reduced financial flexibility,
continued net client outflows, and a decline in assets under
management amid notable market depreciation," said Standard &
Poor's credit analyst Robert Hansen.

S&P expects that revenue, earnings, and operating cash flows in
2009 will be less than S&P expected earlier, primarily due to
persistent weakness in the capital markets and generally reduced
investor confidence.  However, cost reduction initiatives, which
S&P views favorably, should partially mitigate revenue challenges
that S&P expects in 2009.

S&P believes the firm's financial flexibility has declined,
pressured by the recent acquisition of Winslow Capital Management,
a large-cap growth manager.  In sum, S&P believes that the
company's ability to refinance or repay the $250 million in senior
notes, which come due in September 2010, has weakened.

However, the counterparty credit rating also reflects Nuveen's
strong competitive niche position, solid reputation, and generally
good investment performance.


PACIFIC ENERGY: Meyers Norris Penny Raises Going Concern Doubt
--------------------------------------------------------------
Pacific Energy Resources Ltd. has filed its Annual Report on Form
20-F for the year ended 2008.

Meyers Norris Penny LLP said that it is not possible to predict
the outcome of the Company's Chapter 11 bankruptcy proceedings
and, as such, realization of assets and discharge of liabilities
is subject to significant uncertainty.  Accordingly, substantial
doubt exists as to whether the Company will be able to continue as
a going concern.  Further, it is not possible to predict whether
the actions taken in any restructuring will result in improvements
to the financial condition of the Company sufficient to allow it
to continue as a going concern.

Pacific Energy hasn't developed a comprehensive restructuring
plan, and cannot predict the ultimate outcome of the
reorganization process, or predict or quantify the potential
impact on our business, financial condition or results of
operations.  The bankruptcy and protection proceedings provide the
Company with a period of time to attempt to stabilize our
operations and financial condition and develop a comprehensive
restructuring plan.  However, it is not possible to predict
whether this period will be shortened or to predict the outcome of
the proceedings whether or not the period is shortened to allow
foreclosure on the Company's assets rather than implementation of
a comprehensive restructuring plan.

Accordingly, the realization of assets and discharge of
liabilities are each subject to significant uncertainty.
Therefore, substantial doubt exists as to whether Pacific Energy
will be able to continue as a going concern.  Pacific Energy
continuation as a going concern is dependent upon, among other
things, its ability to develop, obtain confirmation or approval
and implement a comprehensive restructuring plan, generate
sufficient cash from operations; maintain adequate cash on hand
and comply with the terms of the DIP Facility or obtain sufficient
other financing during the bankruptcy and protection proceedings
and thereafter; resolve ongoing issues with creditors and other
third parties; and attain profitability.

As of December 31, 2008, the Company listed $536,370,000 in
assets, $618,478,000 in liabilities, and $82,108,000 in
shareholders' deficit.

The Company posted $257,608,000 in net loss for the year ended
December 31, 2008.

The Company's Financial Statements are available at:

                http://ResearchArchives.com/t/s?3af6

                       About Pacific Energy

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com-- engage in the acquisition and
development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for Chapter
11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-
10785).  James E. O'Neill, Esq., Kathleen P. Makowski, Esq., Laura
Davis Jones, Esq., and Scotta Edelen McFarland, Esq., at Pachulski
Stang Ziehl & Jones LLP, represents the Debtors in their
restructuring efforts.  The Debtors proposed Rutan & Tucker LLP as
their corporate counsel; Schully, Roberts, Slattery & Marino as
special oil and gas counsel; Devlin Jensen as Canadian counsel;
Zolfo Cooper as financial advisor; Lazard Freres & Co. LLC and
Albrecht & Associates Inc. as investment bankers; and Omni
Management Group LLC as noticing and claims agent.  When the
Debtors filed for protection from their creditors, they listed
assets and debts of between $100 million and $500 million each.


PACIFIC ETHANOL: May Have to File for Bankruptcy Protection
-----------------------------------------------------------
Dale Kasler at The Sacramento Bee reports that Pacific Ethanol,
Inc., said that it might have to file for bankruptcy protection.

According to The Sacramento Bee, Pacific Ethanol could run out of
money as early as the end of the month.

Hein & Associates LLP, Pacific Ethanol's independent accounting
firm, said that the Company is in default under its loan
agreements and has entered into forbearance agreements with each
of the lenders under which the lenders agreed to forbear from
exercising their rights until April 30, 2009, absent further
defaults.  The Company does not currently have sufficient
liquidity to meet its anticipated working capital, debt service
and other liquidity needs in the very near term-term.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

As a result of ethanol industry conditions that have negatively
affected Pacific Ethanol's business, the Company does not
currently have sufficient liquidity to meet its anticipated
working capital, debt service and other liquidity needs in the
very near-term.  Pacific Ethanol believes that it has sufficient
working capital to continue operations only until approximately
April 30, 2009, at the latest unless it successfully restructures
its debt, experience a significant improvement in margins, and
obtain other sources of liquidity.  Although various secured
creditors are presently forbearing through April 30, 2009, under
outstanding forbearance agreements from exercising their rights,
once those forbearance periods expire or in the event of
additional defaults, Pacific Ethanol will be in default to those
secured creditors who collectively hold security interests in
substantially all of its assets.

As of March 26, 2009, Pacific Ethanol owed about $246.5 million in
term loans and lines of credit associated with the construction
and operation of its ethanol plants and approximately $5.3 million
under its revolving credit facility.  As of that date, the Company
had only $4.0 million in cash and $4.7 million of additional
borrowing availability under its revolving credit facility.  As
Pacific Ethanol continues to reduce the number of gallons of
ethanol it sells and holds in inventory, working capital available
to support borrowings under its revolving credit facility will
reduce proportionately.

Pacific Ethanol does not expect to have sufficient liquidity to
meet anticipated working capital, debt service and other liquidity
needs beyond April 30, 2009, at the latest unless the Company
successfully restructures its debt, experience a significant
improvement in margins and obtain other sources of liquidity.
Based on the current spread between corn and ethanol prices, the
industry is operating at or near break-even cash margins.  The
current spread between ethanol and corn prices cannot support the
long-term viability of the U.S. ethanol industry in general.

If Pacific Ethanol cannot restructure its debt and obtain
sufficient liquidity in the very near term, it may need to seek to
protection under the U.S. Bankruptcy Code.  If it seeks protection
under the U.S. Bankruptcy Code, all of its outstanding shares of
capital stock could be cancelled and holders of its capital stock
may not be entitled to any payment in respect of their shares.

Pacific Ethanol has incurred significant losses and negative
operating cash flow in the past and it will likely incur
significant losses and negative operating cash flow in the
foreseeable future.  Continued losses and negative operating cash
flow will hamper the Company's operations and prevent it from
expanding its business.

For the years ended December 31, 2008, 2007 and 2006, Pacific
Ethanol incurred net losses of approximately $146.5 million, $14.4
million and $142,000, respectively.  For the years ended December
31, 2008, and 2006, the Company incurred negative operating cash
flow of $55.2 million and $8.1 million, respectively.  Pacific
Ethanol will likely incur significant losses and negative
operating cash flow in the foreseeable future.  The Company
expects to rely on cash on hand, cash, if any, generated from its
operations and cash, if any, generated from our future financing
activities to fund all of the cash requirements of its business.
Continued losses and negative operating cash flow will hamper the
Company's operations and prevent it from expanding its business.
Continued losses and negative operating cash flow are also likely
to make Pacific Ethanol's capital raising needs more acute while
limiting its ability to raise additional financing on satisfactory
terms.

As of March 26, 2009, Pacific Ethanol owed $246.5 million in term
loans and lines of credit associated with the construction and
operation of its ethanol plants and about $5.3 million under its
revolving credit facility.  As of that date, the Company had about
$4.0 million in cash and $4.7 million of additional borrowing
availability under its revolving credit facility.

As of December 31, 2008, Pacific Ethanol had $616,834,000 in
assets, $364,638,000 in liabilities, and $209,373,000 in
stockholders' equity.

                    About Pacific Ethanol, Inc

Based in Sacramento, California, Pacific Ethanol, Inc. (NASDAQ GM:
PEIX) -- http://www.pacificethanol.net-- is the largest West
Coast-based marketer and producer of ethanol.  Pacific Ethanol has
ethanol plants in Madera and Stockton, California; Boardman,
Oregon; and Burley, Idaho. Pacific Ethanol also owns a 42%
interest in Front Range Energy, LLC which owns an ethanol plant in
Windsor, Colorado.


PHILADELPHIA AUTHORITY: S&P Raises Revenue Bond Ratings From BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised to 'BBB-' from
'BB+' its rating on Philadelphia Authority for Industrial
Development, Pennsylvania's tax-exempt fixed-rate revenue bonds,
series 2006, supported by Richard Allen Preparatory Charter
School.  The outlook is stable.

"The upgrade reflects the school's maintenance of very good
financial results, which provide good coverage of annual debt
service," said Standard & Poor's credit analyst Corey Friedman.

Other credit factors supporting the rating are adequate liquidity,
improved scores on standardized tests, a well-developed waiting
list, and the school's charter renewal through 2010.  These
factors are limited by the inherent uncertainty associated with
charter renewals, given that the final maturity of the bonds
exceeds the time horizon of the existing charter, full enrollment
following relocation to the new facility, and an adequate working
relationship with the local school district, Philadelphia Public
Schools, which is the charter authorizer.

The bonds are secured by a gross revenue pledge and a first deed
of trust on the school's buildings.

RAPCS is in western Philadelphia and serves grades five through
eight.  The school currently operates one facility.  The charter
was originally granted in 2001 and was renewed in 2005 for an
additional five years.


POLAROID CORP: Patriarch Wins Auction; Sale Hearing on Monday
-------------------------------------------------------------
Polaroid Holding Company and Patriarch Partners LLC said the
investment funds they manage have won a court-supervised auction
to acquire substantially all of the assets of Polaroid Corp.,
including all of Polaroid's intellectual property rights and the
Polaroid name and brand, following a bidding process that
concluded March 31, 2009.

A motion to approve Patriarch as the buyer will be heard by the
bankruptcy court in St. Paul, Minnesota on April 6.

"We look forward to reconnecting Polaroid with its history of
innovation in photography," said Lynn Tilton, CEO of Patriarch
Partners.  "We intend to continue rebuilding the brand of this
great American company on a worldwide scale and to re-establish
Polaroid as a globally acknowledged innovator."

As reported by the Troubled Company Reporter on March 12, 2009,
the U.S. Bankruptcy Court for the District of Minnesota approved
the auction and bidding procedures for the sale of all the
properties, assets and rights of Polaroid to PHC Acquisitions,
LLC, the proposed purchaser, subject to higher or better offers.
PHC will be buying all of Polaroid's intellectual property rights
and the "Polaroid" name and brand, and other assets related to the
Polaroid business.

Pursuant to an Asset Purchase Agreement by and among the Debtors
and the proposed purchaser, dated as of January 24, 2009, PHC
Acquisitions, LLC has offered to purchase the Debtor's assets for
$42,000,000 in cash and the assumption of certain liabilities,
free and clear of all liens, claims, and encumbrances.  PHC
Acquisitions is an affiliate of Genii Capital, S.A., a Luxembourg
based private equity firm.

The Court also approved the payment of a break-up fee of
$1,200,000, an expense reimbursement of up to $500,000 and other
Protections to the PHC, as stalking horse bidder.

According to the TCR, Michael O'Shaughnessy, the former chief
executive officer of Polaroid, asked the Court to block the sale
as planned unless the Debtors agrees to pay him $7.2 million.
Ritchie Capital Management, L.L.C. and related companies also
argued that the sale under "fire sale" conditions will result in
significantly less recovery for the bankruptcy estate than could
be obtained if Polaroid's assets were sold separately, at a later
date, and under better market conditions.  Ritchie Capital noted
that the proposed sale price is only one-tenth of the amount
Petters Group Worldwide paid for Polaroid three years ago, and its
assets have not significantly changed or diminished in value since
then.

According to Mary Jeffries, Polaroid's chief executive officer,
Patriarch's plans for Polaroid build on prior work to reposition
Polaroid as the leading brand in digital instant photography and
selected consumer electronics categories.  "Patriarch Partners has
the vision and the resources to act on the myriad of opportunities
to leverage this iconic brand," said Ms. Jeffries.

Houlihan Lokey is acting as financial advisor to Polaroid Holding
Company and Lindquist & Vennum is providing legal counsel.  Jones
Day is providing legal counsel to Patriarch Partners.

                          About Polaroid

With more than 70 years of visual innovation that includes the
invention of instant photography, Polaroid has established itself
as a trusted consumer electronics company. In addition to its
flagship line of Polaroid PoGo(TM) digital instant products,
Polaroid is globally recognized as a leading brand for LCD TVs,
digital cameras, digital photo frames and more.

                     About Patriarch Partners

Based in New York, Patriarch Partners LLC, founded in 2000, is a
distressed private equity firm, concentrating on direct
investments in distressed businesses, managing funds with more
than $6 billion of equity and secured loan assets with equity
investments in more than 70 companies.  The Patriarch funds have
investments in an extensive portfolio of companies, including Rand
McNally, Arizona Iced Tea and MD Helicopters.  Patriarch
specializes in rebuilding companies that span across a broad
spectrum of consumer and industrial sectors by providing
innovative financial solutions, strategic direction and
operational expertise.


PROSPECT MEDICAL: Moody's Reviews B3 Rating for Likely Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Prospect Medical Holdings, Inc.'s
ratings (first lien senior secured debt rating at B3; second lien
senior secured debt rating at Caa3; and the corporate family
rating at Caa1) under review for possible downgrade following the
recent notice of non-monetary default from its lenders.

Commenting on the review for possible downgrade, Moody's said that
although Prospect's earnings have stabilized over the last year,
there remains continuing uncertainty with respect to both
potential future earnings volatility and the prospects for the
company's overall business strategy.  There is also uncertainty
with respect to the financial impact of the default notice and
concern that management focus may be distracted, which could
jeopardize operational performance.

In particular, the rating agency noted that while Prospect's
Hospital Services segment is currently profitable, there are
concerns with the ability of the hospital to produce consistent
earnings to meet the company's debt service requirements over the
intermediate- to long-term.  Notably, a large percentage of the
hospital segment's revenues are derived from Medicare and Medi-
Cal, which are both currently facing financial pressure.  In
addition, Prospect's IPA Management segment is under pressure from
declining HMO enrollment in Southern California, the tight credit
markets and the restrictions in Prospect's renegotiated credit
facility.  In addition to dealing with these issues, management is
now facing a litigious situation with its lenders, which may prove
to be time consuming, disruptive, and very costly.

Moody's stated that its review will focus on further developments
with respect to Prospect remedying the default notice on its
credit facility, the ultimate financial impact to the company, and
the affect on operational results.

The last rating action on Prospect was on June 4, 2008, when the
ratings were downgraded and the outlook was changed to negative
from stable.

These ratings were placed under review for possible downgrade:

* Prospect Medical Holdings, Inc. -- first lien senior secured
  debt rating at B3; second lien senior secured debt rating at
  Caa3; corporate family rating at Caa1.

Prospect Medical Holdings, Inc. is headquartered in Los Angeles,
California.  For the fiscal year ending September 30, 2008, total
revenue was $330 million with ending HMO enrollees of
approximately 184,900.  As of September 30, 2008, the company
reported shareholders' equity of $72.8 million.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


PRICE TRUCKING: Blames Decline in Cement Demand for Bankruptcy
--------------------------------------------------------------
Bulk cement truckers F.T. Silfies Inc. and affiliate Price
Trucking Inc. filed bankruptcy petitions before the U.S.
Bankruptcy Court for the District of Maryland (Baltimore).
According to Bloomberg's Bill Rochelle, the Debtors blamed the
decline in cement consumption for their financial troubles.

F.T. Silfies Inc. and affiliate Price Trucking Inc. operate 150
tractors and almost 400 trailers.  Silfies is based in Allentown,
Pennsylvania, while Price has headquarters in Aberdeen, Maryland.

Price Trucking (Bankr. D. Maryland, Case No. 09-15044) and
F.T. Silfies, (Case No. 09-15049) filed for Chapter 11 on
March 25, 2009.  The Debtors tapped J. Daniel Vorsteg, Esq., at
Whiteford Taylor & Preston, as counsel.  Both Debtors say their
assets and debts are less than $50 million.


QMG HOLDINGS: Liquidity Concerns Cue S&P's Junk Corporate Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings, including the corporate credit rating on QMG Holdings
Inc., and its ratings on its operating subsidiary, Questex Media
Group Inc., to 'CCC+' from 'B'.  S&P removed these ratings from
CreditWatch, where S&P had placed them with negative implications
on Dec. 22, 2008.  The outlook is negative.  At the same time, S&P
lowered its issue-level rating on Questex Media Group's senior
secured first-lien credit facilities to 'CCC+' (the same level as
the corporate credit rating) from 'B'.  In addition, S&P revised
the recovery rating on this debt to '4', indicating S&P's
expectation of meaningful (30% to 50%) recovery in the event of a
payment default, from '3'.  S&P also lowered its issue-level
rating on the senior secured second-lien credit facilities to
'CCC-', (two notches below the corporate credit rating) from
'CCC+'.  The recovery rating is unchanged at '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.

"The ratings downgrade reflects our concern about the near-term
prospects for the business-to-business publishing and trade show
sector, and the repercussions for Questex Media's liquidity amid
tightening financial covenants," said Standard & Poor's credit
analyst Tulip Lim.  "We believe that Questex Media's operating
performance will be weak in the near term, because the recession
will cause clients to reduce advertising and marketing spending
and companies to cut down on business travel," she continued.

The outlook reflects Standard & Poor's concern over Questex
Media's narrowing margin of compliance with financial covenants.
S&P could lower the ratings if the company violates its financial
covenants and S&P become concerned about its ability to obtain a
waiver or amendment.  Assuming debt repayment of only mandatory
amortization, S&P believes this could occur if the company's last
12 months EBITDA as calculated per the covenants declines 4% to 5%
in the first quarter, or 2% in the third quarter from that of
year-end Dec. 31, 2008.  S&P could also lower the ratings if S&P
become concerned that the company cannot maintain positive
discretionary cash flow or EBITDA interest coverage above 1.1x.
Although less likely, an outlook revision to stable or positive
would require Questex Media to increase its headroom against
financial covenants, improve discretionary cash flow generation,
and increase overall profitability.


QTC MANAGEMENT: S&P Changes Outlook to Positive; Holds 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services said that it has revised the
outlook on Diamond Bar, California-based QTC Management Inc. to
positive from negative.  All ratings, including the 'B' corporate
credit rating, are affirmed.

"The action follows the recent signing of an amendment that gives
the company relief from a near-term significant tightening of
covenants, without increasing pricing on the company's credit
facility," said Standard & Poor's credit analyst Alain Pelanne.
QTC's base business continues to perform within expectations, and
S&P expects strong free cash flow generation to help the company
stay in compliance with newly negotiated covenant levels.

The rating on outsourced disability exam provider QTC continues to
reflect the company's vulnerabilities tied to its narrow business
focus, heavy reliance on three customers, and its aggressive
financial risk profile.  These factors partly are offset by its
established positions with key government agencies, strong margins
and cash flows, and scalable business model.

QTC performs medical examinations under contract on a fee-for-
service basis with about 15 different government agencies and
offices, including the Department of Veterans Affairs, the
Department of Labor, and the Social Security Administration, among
others.  The company's largest contract is with the VA, which
contributes a significant portion of its revenues and, therefore,
poses a significant customer concentration risk.  The company's
contracts remain vulnerable to turnover as a result of the bidding
process, especially if the company doesn't perform to pre-
negotiated levels of quality and timeliness.

Heightened political and public attention to the needs of disabled
veterans helps underscore the importance of QTC's role in the care
received by veterans: the company assists government agencies
process disability claims on a more timely basis.  However, this
exposes QTC to new entrants and technologies in a niche industry,
and political processes that can have unforeseen impacts on
government outsourcing.

The company has deleveraged meaningfully since its 2005 LBO
through increased earnings and debt repayment.  S&P expects QTC to
be leveraged at less than 4x on a lease-adjusted basis,
immediately after repayments of debt associated with the recent
amendment.


QUESTEX MEDI: Liquidity Concerns Cue S&P to Junk Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings, including the corporate credit rating on QMG Holdings
Inc., and its ratings on its operating subsidiary, Questex Media
Group Inc., to 'CCC+' from 'B'.  S&P removed these ratings from
CreditWatch, where S&P had placed them with negative implications
on Dec. 22, 2008.  The outlook is negative.  At the same time, S&P
lowered its issue-level rating on Questex Media Group's senior
secured first-lien credit facilities to 'CCC+' (the same level as
the corporate credit rating) from 'B'.  In addition, S&P revised
the recovery rating on this debt to '4', indicating S&P's
expectation of meaningful (30% to 50%) recovery in the event of a
payment default, from '3'.  S&P also lowered its issue-level
rating on the senior secured second-lien credit facilities to
'CCC-', (two notches below the corporate credit rating) from
'CCC+'.  The recovery rating is unchanged at '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.

"The ratings downgrade reflects our concern about the near-term
prospects for the business-to-business publishing and trade show
sector, and the repercussions for Questex Media's liquidity amid
tightening financial covenants," said Standard & Poor's credit
analyst Tulip Lim.  "We believe that Questex Media's operating
performance will be weak in the near term, because the recession
will cause clients to reduce advertising and marketing spending
and companies to cut down on business travel," she continued.

The outlook reflects Standard & Poor's concern over Questex
Media's narrowing margin of compliance with financial covenants.
S&P could lower the ratings if the company violates its financial
covenants and S&P become concerned about its ability to obtain a
waiver or amendment.  Assuming debt repayment of only mandatory
amortization, S&P believes this could occur if the company's last
12 months EBITDA as calculated per the covenants declines 4% to 5%
in the first quarter, or 2% in the third quarter from that of
year-end Dec. 31, 2008.  S&P could also lower the ratings if S&P
become concerned that the company cannot maintain positive
discretionary cash flow or EBITDA interest coverage above 1.1x.
Although less likely, an outlook revision to stable or positive
would require Questex Media to increase its headroom against
financial covenants, improve discretionary cash flow generation,
and increase overall profitability.


RHODES COMPANIES: Files Bare-Bones Petition in Las Vegas
--------------------------------------------------------
Rhodes Cos. filed for Chapter 11 before the U.S. Bankruptcy Court
for the District of Nevada on March 31, 2009.  According to
Bloomberg's Bill Rochelle, the petition wasn't accompanied by the
motions and other papers ordinarily filed on the first day of a
reorganization.

As reported in yesterday's TCR, the Company has tapped Zachariah
Larson, Esq., at Larson & Stephens, as counsel.

In its bankruptcy petition, Rhodes Cos. said that said its assets
and debt both exceed $100 million.  Rhodes in its list of 20
largest unsecured creditors named Sunstate Companies Inc., as
having the largest on account of a trade debt of $201,094, and GC
Wallace with a trade debt of $201,000.

Rhodes Cos. is a real estate developer in Las Vegas.


RITCHIE CAPITAL: Patriarch Wins Polaroid Auction
------------------------------------------------
Polaroid Holding Company and Patriarch Partners LLC said the
investment funds they manage have won a court-supervised auction
to acquire substantially all of the assets of Polaroid Corp.,
including all of Polaroid's intellectual property rights and the
Polaroid name and brand, following a bidding process that
concluded March 31, 2009.

A motion to approve Patriarch as the buyer will be heard by the
bankruptcy court in St. Paul, Minnesota on April 6.

"We look forward to reconnecting Polaroid with its history of
innovation in photography," said Lynn Tilton, CEO of Patriarch
Partners.  "We intend to continue rebuilding the brand of this
great American company on a worldwide scale and to re-establish
Polaroid as a globally acknowledged innovator."

As reported by the Troubled Company Reporter on March 12, 2009,
the U.S. Bankruptcy Court for the District of Minnesota approved
the auction and bidding procedures for the sale of all the
properties, assets and rights of Polaroid to PHC Acquisitions,
LLC, the proposed purchaser, subject to higher or better offers.
PHC will be buying all of Polaroid's intellectual property rights
and the "Polaroid" name and brand, and other assets related to the
Polaroid business.

Pursuant to an Asset Purchase Agreement by and among the Debtors
and the proposed purchaser, dated as of January 24, 2009, PHC
Acquisitions, LLC has offered to purchase the Debtor's assets for
$42,000,000 in cash and the assumption of certain liabilities,
free and clear of all liens, claims, and encumbrances.  PHC
Acquisitions is an affiliate of Genii Capital, S.A., a Luxembourg
based private equity firm.

The Court also approved the payment of a break-up fee of
$1,200,000, an expense reimbursement of up to $500,000 and other
Protections to the PHC, as stalking horse bidder.

According to the TCR, Michael O'Shaughnessy, the former chief
executive officer of Polaroid, asked the Court to block the sale
as planned unless the Debtors agrees to pay him $7.2 million.
Ritchie Capital Management, L.L.C. and related companies also
argued that the sale under "fire sale" conditions will result in
significantly less recovery for the bankruptcy estate than could
be obtained if Polaroid's assets were sold separately, at a later
date, and under better market conditions.  Ritchie Capital noted
that the proposed sale price is only one-tenth of the amount
Petters Group Worldwide paid for Polaroid three years ago, and its
assets have not significantly changed or diminished in value since
then.

According to Mary Jeffries, Polaroid's chief executive officer,
Patriarch's plans for Polaroid build on prior work to reposition
Polaroid as the leading brand in digital instant photography and
selected consumer electronics categories.  "Patriarch Partners has
the vision and the resources to act on the myriad of opportunities
to leverage this iconic brand," said Ms. Jeffries.

Houlihan Lokey is acting as financial advisor to Polaroid Holding
Company and Lindquist & Vennum is providing legal counsel.  Jones
Day is providing legal counsel to Patriarch Partners.

                          About Polaroid

With more than 70 years of visual innovation that includes the
invention of instant photography, Polaroid has established itself
as a trusted consumer electronics company. In addition to its
flagship line of Polaroid PoGo(TM) digital instant products,
Polaroid is globally recognized as a leading brand for LCD TVs,
digital cameras, digital photo frames and more.

                     About Patriarch Partners

Based in New York, Patriarch Partners LLC, founded in 2000, is a
distressed private equity firm, concentrating on direct
investments in distressed businesses, managing funds with more
than $6 billion of equity and secured loan assets with equity
investments in more than 70 companies.  The Patriarch funds have
investments in an extensive portfolio of companies, including Rand
McNally, Arizona Iced Tea and MD Helicopters.  Patriarch
specializes in rebuilding companies that span across a broad
spectrum of consumer and industrial sectors by providing
innovative financial solutions, strategic direction and
operational expertise.


SALANDER-O'REILLY: Proprietor Indicted for Securities Fraud
-----------------------------------------------------------
According to Bloomberg's Bill Rochelle, Lawrence Salander, the
proprietor of the Salander-O'Reilly Galleries LLC, was indicted
yesterday by the Manhattan District Attorney on charges of grand
larceny, securities fraud, scheme to defraud, forgery, criminal
possession of a forged instrument, falsifying business records and
perjury relating to an $88 million scam going back 13 years.

The TCR reported on April 22, 2008, that Judge Cecelia Morris of
the U.S. Bankruptcy Court for the Southern District of New York
ordered Lawrence Salander and his wife, Julie, to surrender
control of their finances to an independent trustee after the
judge approved the conversion of the couple's chapter 11 case to a
chapter 7 liquidation, Philip Boroff of Bloomberg News says.

The chapter 7 trustee would handle the disposal of the Debtors'
assets.

According to the report, the Justice Department of the United
States requested the case conversion in March 2008.  Eric Small,
Esq., counsel to the Justice Department, commented that the
conversion motion is based on the belief that the Salanders were
"slow to sell and quick to accumulate new debt" since they filed
chapter 11 in November 2007, Bloomberg relates.

Bloomberg recounted the denial of Mr. Salander's motion to be
hired in relation to the auction of the gallery's artworks.  The
Troubled Company reported that the Debtor's unsecured creditors
objected to the motion.  Judge Morris said that Mr. Salander's
motion and the resulting objections slowed the bankruptcy.  Judge
Morris also rebuked Mr. Salander's lawyer Richard Bernard, Esq.,
at Baker Hostetler, for filing the employment application.  The
motion was considered "fatally flawed."

The Salanders lack the confidence from their lenders, Bloomberg
quotes Lewis Wrobel, Esq., counsel to Renaissance Art Investors,
as saying.  Renaissance Art Investors supported the case
conversion.  Renaissance Art Investors also asserts interest on
some 600 of the artworks in the Debtors' keeping.

Douglas E. Spelfogel, Esq., at Baker & Hostetler LLP, defended the
Debtors by saying a chapter 7 trustee won't be as effective in
liquidating the Debtors' properties as Mr. Salander himself,
Bloomberg reports.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SAYLES PLACE HOMES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Sayles Place Homes, Inc.
        2716 Douglas Place, SE
        Washington, DC 20020
        Tel: (202) 942-5000

Bankruptcy Case No.: 09-00241

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       District of Columbia (Washington D.C.)

Company Description: Sayles Place Homes, Inc., is a cooperative
                     with 7 buildings which includes 61 townhouses
                     located in the Hillsdale area of Southeast
                     Washington, DC.

Debtor's Counsel: Charles A. Malloy, Esq.
                  Arnold & Porter LLP
                  555 Twelfth Street, N.W.
                  Washington, DC 20004
                  Tel: (202) 942-5000
                  Email: charles_malloy@aporter.com

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

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

The petition was signed by Wanda Glover, president of the company.

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

             http://bankrupt.com/misc/dcb09-00241.pdf


SENSATA TECHNOLOGIES: Moody's Changes Default Rating to 'Caa2/LD'
-----------------------------------------------------------------
Moody's Investors Service changed Sensata's Technologies B.V.'s
Probability of Default Rating to Caa2/LD from Caa3 reflecting the
closing of the Dutch auction tender.  In a related rating action,
Moody's affirmed all other ratings, including the company's Caa2
Corporate Family Rating.  The Speculative Grade Liquidity rating
remains SGL-3.  The outlook is negative.

The change in the company's PDR reflects Sensata's recent
announcement of the expiration and final results of two separate
Dutch auction tender offers.  In the first auction Sensata
accepted to purchase about $110 million of the 8% senior unsecured
notes due 2014 for approximately $41 million.  In the other
auction Sensata accepted to purchase about EUR4.0 million of the
11.25% senior subordinated notes due 2014 and about EUR40.3
million of the 9% senior subordinated notes due 2016 collectively
for approximately $10 million (equivalent).  Moody's will remove
the PDR's LD component after three business days.

The Caa2 Corporate Family Rating reflects Moody's expectation that
Sensata's credit metrics will remain highly speculative in spite
of the reduction of approximately $168 million (equivalent) of
balance sheet debt, representing about 7% of the company's total
rated debt.  The severity of the downturn in the global economy is
continuing to negatively impact Sensata's sensors and controls
businesses.  The global automotive industry, from which the
company earns about 51% of its total revenues and is the main
driver of Sensata's sensors business, will likely remain
significantly depressed at least through 2009.  Additionally, the
anemic U.S. economy is adversely impacting the telecommunications
and domestic housing markets, important sources of revenues for
Sensata's controls business.

Sensata's SGL-3 speculative grade liquidity rating reflects
Moody's belief that the company will maintain an adequate
liquidity profile over the next twelve months.  Operating cash
flow generation should be adequate to fund the company's normal
operating requirements and capital spending needs.  Term loan
amortization approximates $16 million per annum.  Even though the
company has reduced balance sheet debt, Moody's believes that
Sensata's ability to meet its leverage covenant obligation,
especially as the leverage covenant ratio tightens at 4Q09,
remains uncertain due to the ongoing deteriorating business
conditions in the company's end markets.

The negative outlook reflects Moody's view that Sensata will
continue to face a difficult economic environment through 2009
resulting in the company's credit metrics remaining stressed for
the foreseeable future.

These ratings/assessments were affected by this action:

  -- Corporate family rating affirmed at Caa2;

  -- Probability of default rating changed to Caa2/LD from Caa3;

  -- Senior secured credit facility affirmed at B3, but its loss
     given default assessment is changed to (LGD3, 31%) from
     (LGD2, 29%);

-- $340 million (originally $450 million) senior unsecured
   notes due 2014 affirmed at Caa3, but its loss given default
     assessment is changed to (LGD5, 77%) from (LGD5, 75%);

-- EUR137 million (originally EUR141 million) senior
   subordinate notes due 2014 affirmed at Ca (LGD6, 91%);

-- EUR205 million (originally EUR245 million) senior
   subordinate notes due 2016 affirmed at Ca (LGD6, 91%); and,

The company's speculative grade liquidity rating remains SGL-3.

The last rating action was on March 5, 2009, at which time Moody's
lowered the Probability of Default Rating to Caa3.

Sensata Technologies B.V., incorporated under the laws of The
Netherlands and headquartered in Attleboro, Massachusetts, designs
and manufactures sensors and electronic controls.  Sensata is a
global designer, manufacturer, and marketer of customized and
highly-engineered sensors and control products.  Revenues for FY08
totaled about $1.4 billion.


SENSATA TECHNOLOGIES: S&P Raises Corp. Credit Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Attleboro, Massachusetts-based Sensata Technologies B.V.
to 'CCC+' from 'SD'.  The outlook is negative.

At the same time, S&P raised its issue-level rating on Sensata's
subordinated debt issues to 'CCC-' (two notches lower than the
'CCC+' corporate credit rating on the company) from 'D'.  The
recovery rating on these securities remains at '6', indicating
S&P's expectation for negligible (0% to 10%) recovery for lenders
in the event of a payment default.  S&P affirmed the 'B' issue-
level rating on company's senior secured debt and removed the
rating from CreditWatch, where it was placed with negative
implications on March 3, 2009.  The recovery rating on these
securities remains at '1', indicating S&P's expectation for very
high (90% to 100%) recovery for lenders in the event of a payment
default.

"The upgrade of Sensata follows the conclusion of our review of
the company's new capital structure following the settlement of
its below-par debt tender offer, which S&P viewed as being
tantamount to default," said Standard & Poor's credit analyst Dan
Picciotto.  Through the tender offer the company was able to
reduce the face value of debt obligations by approximately
$168 million with cash.  "Still, the company remains highly
leveraged and end markets continue to be weak.  S&P believes these
factors could result in some pressure under covenants later in the
year despite the company's reduced debt burden."

The ratings on Sensata reflect its highly leveraged financial
profile and weak business risk profile.  The company's good
geographic diversification and solid operating margins are more
than offset by its high debt level.

Sensata, formerly a division of Texas Instruments Inc., consists
of two business units that manufacture highly engineered
electronic sensors and controls, generating about $1.4 billion in
revenue but experiencing rapid declines of late.  The company's
products are sold into mature, cyclical end markets that expand
primarily at GDP-like rates.  The company also has a significant
exposure to the challenged global automotive market, which
accounts for more than half of sales.  However, the company does
benefit from strong market positions, as it is the sole or primary
source for most of its customers.

S&P could lower the ratings if the company violates its covenants
and appears unlikely to obtain satisfactory relief or if it fails
to meet its financial obligations.  S&P could also lower the
ratings if the company announces another tender offer that S&P
views as a distressed exchange.  On the other hand, S&P could
reconsider the outlook if the company appears likely to maintain
adequate headroom under its covenants (which become tighter in the
fourth quarter of 2009) and does not have any other liquidity
challenges.


SERENA SOFTWARE: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on San Mateo, California-based Serena
Software Inc. but revised the rating outlook to negative from
positive.

"The outlook revision reflects our view that an extended global
recessionary environment could weaken financial parameters and
challenge the company's ability to meet financial covenants over
the next one to two years," said Standard & Poor's credit analyst
Richard Siderman.  Revenues in the fiscal third quarter
experienced a material drop, with particular weakness in the sale
of new software.  "A prolonged downward trend in new software
sales would, in turn, reduce the future stream of revenues from
the ensuing, longer term maintenance contracts," added Mr.
Siderman.


SERVICE DEVELOPMENT GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Service Development Group Inc.
        1020 E. Main St., Suite N
        Purcellville, VA 20132-6156
        dba The Grille
        Tel: (540) 338-2550

Bankruptcy Case No.: 09-12174

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       Eastern of Virginia (Alexandria)

Company Description: The debtor operates a restaurant.
                 See http://www.thegrilleatmainstreetstation.com/

Debtor's Counsel: Spencer D. Ault, Esq.
                  Law Office of Spencer D. Ault
                  13193 Mountain Road
                  Lovettsville, VA 20180
                  Tel: (703) 777-7800
                  Fax: (540) 822-3880
                  Email: Spencer@Aultlawyer.com

Total Assets: $100,000

Total Debts: $1,624,597

The petition was signed by John Hoyer, president of the company.

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

             http://bankrupt.com/misc/vaeb09-12174.pdf


SHRIMP HUNTERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Shrimp Hunters, Inc.
        1001 Calabash Road NW
        Calabash, NC 28467
        Tel: (910) 579-6364

Bankruptcy Case No.: 09-02375

Chapter 11 Petition Date: March 24, 2009

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

Company Description: The debtor is engaged in the shellfish
                     industry.

Debtor's Counsel: James Oliver Carter, Esq.
                  Carter & Carter, P.A.
                  408 Market Street
                  Wilmington, NC 28401
                  Tel: (910) 763-3626
                  Fax: (910) 343-8966
                  Email: jocc1@bellsouth.net

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

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

The petition was signed by Thomas Rex Roberts, president of the
company.

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

             http://bankrupt.com/misc/nceb09-02375.pdf


SOLSTICE LLC: Authorized to Borrow $1.3-Mil. From Members
---------------------------------------------------------
Solstice LLC won approval from the U.S. Bankruptcy Court for the
Southern District of New York to finance its Chapter 11 case with
$1.3 million borrowed from some of the members of the luxury
destination homes club it is operating.

The Company, in its bankruptcy petition, listed $67.8 million in
assets against liabilities totaling $106 million.

The club has 94 members who paid refundable deposits up to $1.95
million each. Annual dues are as much as $86,000.  Membership
deposits represent debt of $61.6 million.  The $23.6 million
secured loan comes from Fortress Credit Funding IV LP. Solstice is
based in San Francisco.

Based in San Francisco, California, Solstice LLC and affiliates
operate luxury destination homes and a yacht in the U.S., Europe
and Latin American.  Solstice, LLC dba Solstice Collection and its
affiliates filed for Chapter 11 on March 5, 2009 (Bankr. S.D.
N.Y., Case No. 09-11010).  Arthur Jay Steinberg, Esq., at King &
Spalding LLP, represents the Debtor.


SOLSTICE LLC: Selling Luxury Yacht; April 15 Sale Hearing Set
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will consider at a hearing on April 15, 2009, at 11:00 a.m.
(prevailing Eastern Time) the request of Solstice, LLC, et al.,
for authority to sell a Dover Motor Corp. luxury yacht, subject to
higher and/or better offers.

Objections, if any, to the sale must be filed with the Bankruptcy
Court, so as to be received not later than 4:00 p.m. (prevailing
Eastern time) on April 8, 2009.

One of the Debtors' ninety-four (94) members has offered to
purchase the yacht for the purchase price of $350,000, subject to
the Court's approval.  Pursuant to the terms of the proposed sale,
the sale process will take 30 days, and during that period, other
parties may tender bids.  Should a new and better offer be
received during the 30 day period, purchaser has a right to match
the better offer.

The Debtors are still soliciting bids for the yacht.  Bids are due
by April 8, 2009, at 4:00 p.m. (prevailing Eastern Time).

Pursuant to the sale terms, if competing bids are submitted by the
Bid Deadline, the Debtors will hold an auction for the yacht at
the offices of the Debtor's counsel, King & Spalding LLP, 1198
Avenue of the Americas, New York, NY 10036, at 10:00 a.m.
(prevailing Eastern Time) on April 13, 2009.  There is no break-up
fee in connection with the sale of the yacht.

Fortress Credit Funding III LP and Fortress Credit Funding IV hold
a holds a senior-secured lien against the yacht.  Proceeds of the
sale, after deducting $25,000 for the Debtors' expenses incurred
in connection with the sale, will go to Fortress.

Based in San Francisco, Solstice, LLC is a holding company that
owns, directly or indirectly, 100% of the stock of its management
company Solstice Management, LLC, and certain direct or indirect
subsidiaries.  The Debtors are collectively a destination club
business, owning or leasing luxury destination homes in various
locations in the United States, Latin America and Europe.
Solstice, LLC and fourteen (14) of its affiliates filed separate
petitions for Chapter 11 relief on March 5, 2009 (Bankr. S.D. N.Y.
Lead Case No. 09-11010).  Arthur Jay Steinberg, Esq. at King &
Spalding LLP, represents the Debtors as counsel.  Schuyler G.
Carroll, Esq., at Arent Fox LLP, represents the Official Commitee
of Unsecured Creditors as counsel.  In its petition, Solstice,
LLC, listed assets between $500,000 and $1 million, and debts
between $50 million to $100 million.


SONIC AUTOMOTIVE: Moody's Downgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded the Probability of Default
Rating of Sonic Automotive Holdings, Inc., to Caa3, and downgraded
the Corporate Family Rating to B2.  These ratings remain on review
for further possible downgrade.

These rating actions result from Sonic's disclosure in its
recently-filed Form 10K that it had agreed to not utilize proceeds
from its revolving credit facility to repay debt maturities,
including the upcoming $105 million maturing in May 2009.

"The lack of revolver availability for this repayment creates
significant likelihood of a distressed exchange with regard to the
May 2009 maturity, which Moody's would likely view as a default"
stated Moody's Senior Analyst Charlie O'Shea".  "This is a key
driver of the Caa3 Probability of Default Rating.  Given the
increased risk of a distressed exchange of the $105MM senior
subordinated convertible notes due May 7, 2009, and the higher
expected loss that holders of these securities could incur,
Moody's have lowered the rating on these securities to Caa3.  In
the event Sonic is able to successfully negotiate a solution with
its lenders allowing it to utilize the revolver to satisfy this
debt maturity, the probability of default rating would likely be
upgraded."

The downgrade of the corporate family rating results from Sonic's
poor fourth quarter operating performance, as well as the strain
on liquidity that it is presently experiencing.  The B2 rating
considers Sonic's weakening credit profile, balanced by its still-
solid market position in the very fragmented auto retailing
segment.  The rating also considers Sonic's historically-favorable
brand mix, with 73% of new vehicle sales coming from luxury and
import brands, and its operating profit trend away from new
vehicle sales.  Sonic's business model, with solid parts and
service and finance and insurance segments, reduces reliance on
new car sales.  Finally, the rating considers the strains on
liquidity presently being faced as a result of the looming
$105 million debt maturity.

Ratings downgraded and left on review for possible downgrade
include these:

  -- Probability of Default Rating to Caa3 from B1;

  -- Corporate Family Rating to B2 from B1;

  -- 8.625% Senior guaranteed subordinated notes due August 2013
     to Caa1 from B3;

-- 4.25% Senior convertible subordinated notes due November
   2015 to Caa1 from B3, and

  -- 5.25% Senior convertible subordinated notes due May 2009 to
     Caa3 from B3.

The most recent rating action for Sonic was the March 25, 2009
downgrade of the the corporate family and probability of default
ratings to B1, with all ratings left on review for possible
downgrade.

Sonic Automotive, Inc., headquartered in Charlotte, North Carolina
is a leading auto retailer with 122 franchises, and generates
annual revenues of around $7 billion.


SOLUTIA INC: Judge Beatty Awards Attys. Fees for PI Claimants
-------------------------------------------------------------
According to Bloomberg's Bill Rochelle, Judge Prudence Carter
Beatty of the U.S. Bankruptcy Court for the Southern District of
New York awarded more than $280,000 to lawyers for personal injury
claimants for performing work that the lawyers for the bankrupt
company, Solutia Inc., "were unwilling to perform."

According to Bill Rochelle, bankruptcy has a little-used provision
allowing an individual creditor to recover its attorneys' fees
from a reorganizing company by showing it made a "substantial
contribution" in the Chapter 11 case.

Judge Beatty, according to the report, lauded the claimants'
lawyers for writing provisions in the Chapter 11 plan clearing up
the treatment of tort victims whose claims were to be unaffected
by the bankruptcy.  She said the original draft of the plan by
Solutia's lawyers "was inadequate."

Judge Beatty, Mr. Rochelle adds, ruled that the lawyer for the
tort claimants were entitled to payment of their fees from Solutia
because they benefited the holders of thousands of other claims,
not just their own clients.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

"The downgrade reflects our expectations for a weaker operating
performance in 2009 relative to 2008, as continued global economic
weakness puts pressure on Solutia's already challenged automotive-
and housing-related end-markets," said Standard & Poor's credit
analyst Paul Kurias.


SOLUTIA INC: To Sell Nylon Biz to SK Capital for $54MM Cash
-----------------------------------------------------------
Solutia Inc., entered into a Transaction Agreement on March 31,
2009, with NyCo LLC, a direct, wholly-owned subsidiary of Solutia;
SK Capital Partners II, L.P.; and SK Titan Holdings LLC, a direct,
wholly-owned subsidiary of SK Capital.

Solutia will sell to SK Titan a majority interest in Newco, which
will hold substantially all of the assets that constitute
Solutia's nylon business.

Solutia will contribute to Newco the assets primarily related to
the Nylon Business.  Newco will assume all of the liabilities of
Solutia related to the Nylon Business as of the closing, with
limited exceptions.  Solutia will thereafter contribute all of the
equity interests of Newco to NyCo Holdings, Inc. -- a Delaware
corporation to be formed by Solutia and SK Capital prior to the
closing to own Newco -- in exchange for $50 million of cash and 2%
of the stock of Holdings.  SK Titan will contribute $50 million of
cash to Holdings in exchange for 98% of the stock of Holdings.
Solutia will also receive an additional $4 million of cash in four
annual installments beginning on September 1, 2011. The
Transaction Agreement includes a customary working capital
adjustment.

The closing of the transaction is subject to customary conditions.
In addition, the closing is subject to SK Titan's receipt of
$75 million of debt financing and SK Titan's of the equity
financing proceeds from SK Capital.  SK Titan has provided a
non-binding letter of intent from a senior lender to arrange a
$100 million asset-backed loan facility and an equity commitment
from SK Capital for $50 million.

The Transaction Agreement includes customary representations,
warranties and covenants of Solutia, Newco, SK Capital and SK
Titan.

From the date of the Transaction Agreement until the closing or
the termination of the Transaction Agreement, Solutia will not
solicit interest in alternative acquisition proposals for the
Nylon Business.  However, Solutia may take any action, including
having negotiations and discussions, providing confidential
information and entering agreements, in response to unsolicited
alternative acquisition proposals -- including renewals of prior
acquisition proposals.  Solutia may terminate the Transaction
Agreement to accept an unsolicited alternative acquisition
proposal upon the payment of a $5 million fee to SK Titan.

The Transaction Agreement includes customary termination
provisions for both Solutia and SK Capital, including that the
Transaction Agreement may be terminated by Solutia or SK Capital
if the closing has not occurred by June 30, 2009.  The Transaction
Agreement provides that, in connection with the termination of the
Transaction Agreement under specified circumstances, a party may
be required to pay the other party a termination fee of
$5 million.

The maximum liability of Solutia or SK Capital under the
Transaction Agreement prior to the closing is $5 million (whether
for the payment of the termination fee that may become payable,
for breach or otherwise).  The Transaction Agreement does not
permit specific enforcement of the obligation to close the
transaction.

"Following this divestiture, Solutia will have completed its
transformation into a pure-play performance materials and
specialty chemicals company, with a portfolio of high-value
products with world-leading positions," said Jeffry N. Quinn,
chairman, president, and CEO of Solutia Inc.  "Solutia is well
positioned to generate consistent financial returns and to further
develop and enhance its portfolio in the specialty chemicals
sector."

James M. Sullivan, executive vice president and CFO, Solutia Inc.,
added, "Despite the challenging global economic conditions, we are
pleased to have reached an agreement with SK Capital that provides
fair value to Solutia stakeholders and advances the overall
strategic positioning of the company."

Mr. Quinn added, "The nylon sale is a positive step toward
securing Solutia's future.  We recognize that we are operating in
an unprecedented economic environment and we remain focused on
cost reduction, operational efficiency, cash flow generation,
liquidity, and covenant compliance."

The nylon business sale includes the business' management and
employees, as well as all five of its manufacturing plants: Alvin,
Texas (Chocolate Bayou); Decatur, Alabama; Greenwood, South
Carolina; Pensacola, Florida; and Foley, Alabama.

"We believe this transaction positions the nylon business to
achieve its full potential," added Mr. Quinn.  "The business was
the core of Solutia for many years and before that was the
centerpiece of the former Monsanto's chemical business for
decades.  The combination of the highly dedicated men and women of
the business along with the experienced SK Capital team marks the
beginning of a new chapter for the business."

The deal is expected to close in the second quarter 2009.

HSBC Securities (USA) Inc. advised Solutia on the transaction.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (NYSE: SOA) --
http://www.solutia.com/-- and its subsidiaries, manufactures and
sells chemical-based materials, which are used in consumer and
industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.

Solutia was represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC was the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represented the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provided the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., was represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

Solutia's $2.05 billion exit financing facility was funded by
Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P.,
and Deutsche Bank Securities Inc.  The exit financing is being
used to pay certain creditors, and for ongoing operations.

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

                           *     *     *

As reported by the TCR on March 5, 2009, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Solutia
Inc. to 'B' from 'B+', and placed the ratings on CreditWatch with
negative implications.  At the same time, Standard & Poor's
lowered its rating on the company's $1.2 billion senior secured
term loan facility to 'B' from 'B+', and revised its recovery
rating on the term loan to '4', indicating average recovery (30%-
50%) of principal in the event of a default, from '3'.

"The downgrade reflects our expectations for a weaker operating
performance in 2009 relative to 2008, as continued global economic
weakness puts pressure on Solutia's already challenged automotive-
and housing-related end-markets," said Standard & Poor's credit
analyst Paul Kurias.


SPIRIT FINANCE: Challenge Liquidity Cues Moody's Junk Rating
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Spirit Finance
Corporation: corporate family rating to Caa1 from B2 and the
rating of the Senior Secured Term Loan to Ca from B3.  The ratings
remain on review for possible downgrade.  The Senior Secured Term
Loan is secured by a pledge of subsidiary stock.

This rating action reflects Spirit's challenged liquidity due to
the near-term maturity of its warehouse line and the on-going
sales of assets to repay outstanding amounts.  Moody's believes
these asset sales in the current market environment to be dilutive
and anticipates additional pressure on Spirit's cash flows and
coverage measures as a result.  In addition, Moody's is concerned
about Spirit's ability to remain in compliance with its covenants
under the $850 million Senior Secured Term Loan rated by Moody's.

Also, Moody's Investors Service anticipates Spirit's portfolio
performance to be increasingly pressured due to the overall
recessionary economic environment.  In particular, Moody's
believes that the retail and restaurant segments in which Spirit
focuses its investments are likely to be disproportionately
affected as a result of their dependence on consumer spending.
These concerns are counterbalanced by Spirit's long-term, triple-
net leases with well-laddered expirations, as well as its master
lease structures.  Moody's also acknowledges that Spirit's debt
maturities over the near-term are modest.

In its review Moody's will focus on Spirit's liquidity and
covenant compliance, as well as the rate of weakening of its
portfolio performance in the deteriorating current market
conditions.

The rating would likely be stabilized once Moody's is comfortable
with Spirit's ability to meet all of its covenants under the term
loan.  Adequate liquidity would also be key for the stable
outlook, including the completion of asset sales and final payoff
of the warehouse facility.  A stable outlook would also be
predicated on a moderate level of rent losses due to tenant
bankruptcies.

Downward rating movement would occur due to a failure to pay off
remaining amounts under the warehouse line, inability to address
potential covenant violations or other breaches of the Senior
Secured Term Loan, as well as any other liquidity challenges.

These ratings were downgraded and remain on review for possible
downgrade:

* Spirit Finance Corporation -- corporate family rating to Caa1,
  from B2; Senior Secured Term Loan to Ca, from B3.

Moody's last rating action with respect to Spirit was on
December 19, 2008, when the agency downgraded Spirit's corporate
family rating to B2 from B1 and Senior Secured Term Loan rating to
B3 from B2 and placed the ratings on review for possible
downgrade.

Spirit Finance Corporation, headquartered in Scottsdale, Arizona,
is a REIT that acquires single-tenant, operationally essential
real estate throughout the United States to be leased on a long-
term, triple-net basis to retail, distribution and service-
oriented companies.


STANDARD MOTOR: Offer to Replace Old Debentures Expires April 17
----------------------------------------------------------------
Standard Motor Products, Inc.'s exchange offer for up to a maximum
of $20,000,000 aggregate principal amount of its outstanding 6_%
Convertible Subordinated Debentures due 2009 expires April 17.

SMP is offering to exchange $1,000 in principal amount of 15%
Convertible Subordinated Debentures due 2011 for each $1,000 in
principal amount of its Old Debentures accepted for exchange.

If more than $20,000,000 aggregate principal amount of Old
Debentures are tendered, all tenders will be accepted on a pro
rata basis. As of March 20, 2009, $44.9 million aggregate
principal amount of the Old Debentures was outstanding.  The New
Debentures will be substantially the same as the Old Debentures,
except that, as described in the Company's Offer to Exchange, the
New Debentures will have, among other features, a higher interest
rate, lower conversion price and extended maturity date.

About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP) is an independent
manufacturer, distributor and marketer of replacement parts for
motor vehicles in the automotive aftermarket industry.  The
Company operates in two segments: Engine Management Segment, which
manufactures ignition and emission parts, ignition wires, battery
cables and fuel system parts and Temperature Control Segment,
which manufactures and remanufactures air conditioning
compressors, air conditioning and heating parts, engine cooling
system parts, power window accessories, and windshield washer
system parts.  Standard Motor Products also sells its products in
Europe through its European Segment.  The Company distributes
parts under its own brand names, such as Standard, ACi, BWD,
Hayden and Four Seasons, and through private labels, such as
CARQUEST and NAPA Echlin.

As reported by the TCR on March 27, 2009, Standard & Poor's
Ratings Services said it has lowered its corporate credit rating
on Standard Motor to 'CC' from 'CCC+' and lowered the ratings on
the company's various debt issues.  The outlook is negative.
"Under our criteria, S&P views the exchange as being made by a
company under substantial financial pressure and offering
investors less than the original promise -- in this case, when the
new debentures' maturities extend beyond the original maturities,"
said Standard & Poor's credit analyst Lawrence Orlowski, referring
to the proposed offering to exchange $1,000 principal of its 15%
convertible subordinated debentures due 2011 for each $1,000
principal amount of its outstanding 6-3/4% convertible
subordinated debentures due July 2009, up to a maximum of
$20 million aggregate principal amount.

On the same day, Moody's Investors Service lowered Standard
Motor's Probability of Default rating to Ca from Caa1 in light of
the debt exchange offer announcement.


STAR INTERNATIONAL: S&P Raises Ratings on Certificates From 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Star
International Academy, Michigan's certificates of participation
two notches to 'BBB' from 'BB+' based on the academy's continued
strong financial performance that includes good annual debt
service coverage and very strong liquidity.  The outlook is
stable.

Other rating factors include the school's history of growing
enrollment, bolstered by a large waiting list; strong financial
position, coupled with strong liquidity; good relationship with
Oakland University, the charter authorizer; and two successful
charter renewals with a current charter that expires in 2012.

These strengths are tempered, in part, by the limit on the
school's revenue pledge to pay debt service at 20% of per pupil
revenues, as well as a projected use of 16%-17% of state aid over
the next five years to cover debt service, limiting operating
flexibility; an additional layer of complexity since the feeder
school's charter is authorized by a different organization; and
the inherent uncertainty associated with charter renewals since
the bonds' final maturity exceeds the existing charter's time
horizon.

"We believe student enrollment will be sufficient to generate
satisfactory per pupil revenues to provide good debt service
coverage," said Standard & Poor's credit analyst Linda Merus.  "We
also believe that any future projects of the academy will not
place pressure on its financial operations."

In Standard & Poor's view, Star's reserve position is good.  As of
fiscal year-end June 30, 2008, the academy had $13.5 million of
reserves, or a very strong 156% of operating expenditures.
Reserves have increased in previous years due mostly to an
increase in students since enrollment drives state funding.  Star
has been able to maintain manageable operating expenditures for
the additional students.  Reserves should decrease slightly
because the school plans to use $3.7 million to fund the
construction of an athletic facility.  Star had a net cash
position of $13 million, or 549 days' unrestricted cash on hand.
The debt carrying charge was 14.3% of the general fund budget in
fiscal 2008.


STATION CASINOS: Posts $3.19BB Net Loss in Fourth Quarter 2008
--------------------------------------------------------------
Station Casinos, Inc., has released the results of its operations
for the fourth quarter ended December 31, 2008.

Results of Operations

The Company's net revenues for the fourth quarter ended
December 31, 2008, were approximately $289.8 million, a decrease
of 19% compared to the prior year's fourth quarter.  The Company
reported Adjusted EBITDA for the quarter of $97.6 million, a
decrease of 26% compared to the prior year's fourth quarter.  For
the fourth quarter, the Company reported a net loss of $3.19
billion as compared to a net loss of $437.4 million in the prior
year's fourth quarter.

During the fourth quarter, the Company incurred $3.39 billion in
write-downs and other charges, of which $3.34 billion related to
non-cash impairment charges to write down certain portions of our
goodwill, intangible assets, investments in joint ventures and
land held for development to their fair value, $44.6 million
related to the write-off of certain development project costs,
$3.3 million related to loss on asset disposals and $3.7 million
for cancelled debt offering fees.  The $3.34 billion non-cash
impairment charge is the result of lower valuation of assets due
to decreases in projected cash flows, decreased valuation
multiples for gaming assets due to the current market conditions
and higher discount rates resulting from turmoil in the credit
markets.  In addition, the Company incurred $1.3 million in costs
to develop new gaming opportunities, $3.5 million of expense
related to equity-based awards, $6.4 million of preopening
expenses, $3.1 million in lease termination costs and
$2.0 million in severance expense and other non-recurring costs.

The Company's fourth quarter earnings from its Green Valley Ranch
joint venture were $5.8 million, which represents a combination of
the Company's management fee plus 50% of Green Valley Ranch's
operating income.  For the fourth quarter, Green Valley Ranch
generated Adjusted EBITDA before management fees of $15.8 million,
a decrease of 45% compared to the same period in the prior year.
Green Valley Ranch reported a net loss of $23.2 million for the
fourth quarter as compared to net income of $7.0 million in the
same period in the prior year.

Las Vegas Market Results

For the fourth quarter, net revenues from the Major Las Vegas
Operations, excluding Green Valley Ranch, were $262.3 million, a
20% decrease compared to the prior year's fourth quarter, while
Adjusted EBITDA from those operations decreased 8% to
$81.8 million from $89.3 million in the same period in the prior
year.  The Major Las Vegas Operations reported a net loss of $1.22
billion for the fourth quarter as compared to a net loss of $1.2
million in the same period in the prior year.

Balance Sheet and Capital Expenditures

Long-term debt was $5.78 billion as of December 31, 2008.  Total
capital expenditures were $40.0 million for the fourth quarter
which consisted primarily of maintenance capital purchases, other
projects and land.  Equity contributions to joint ventures during
the fourth quarter were $0.7 million.

Restructuring Plan

The Company is in discussions regarding a restructuring with the
lenders under its credit facility, CMBS facility and land loan and
the holders of its senior and senior subordinated notes and are
soliciting ballots in favor of a plan or reorganization.

Aliante Station

On November 11, 2008, Station Casinos opened Aliante Station
Casino + Hotel, a hotel and casino located in the Aliante master-
planned community in North Las Vegas, Nevada.  The Company
developed Aliante Station on a 40-acre site on the northeast
corner of Interstate 215 and Aliante Parkway, which was
contributed by an affiliate of the Greenspun Corporation for a 50%
ownership in the joint venture.  Station Casinos is the managing
partner of Aliante Station and will receive a management fee for
its services of 2% of the property's revenues and approximately 5%
of EBITDA.

                       About Station Casinos

Station Casinos, Inc. is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

                           *     *     *

As reported by the Troubled Company Reporter on March 19, 2009,
Station Casinos Inc. said that it will file for bankruptcy
protection on or before April 15.

The TCR reported on March 24, 2009, that Standard & Poor's Ratings
Services said that it lowered its issue-level rating on Las Vegas-
based Station Casinos Inc.'s 6.625% senior subordinated notes to
'D' from 'C'.

According to the TCR on February 24, Moody's Investors Service
said Station Casinos's ratings are not affected by the
announcement that it failed to make a February 15, 2009 scheduled
interest payment on its 7.75% senior notes due 2016.  Standard &
Poor's Ratings Services lowered its issue-level rating on Station
Casinos' 7.75% senior notes to 'D' from 'CC'.  The rating action
reflects the missed February 15, 2009 interest payment on the
notes.


STORABLES INC: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Laura Gunderson at The Oregonian reports that Storables Inc. said
that it has filed for Chapter 11 bankruptcy protection.

According to The Oregonian, Storables President Dodd Fischer said
that the Company has closed its store in Scottsdale, Arizona, but
will keep these locations open:

     -- two in the Portland area,
     -- three in Washington,
     -- one in Edina, Minnesota, and
     -- one in San Jose, California.

Storables, says The Oregonian, will also continue to operate its
Web site.  Storables will honor gift cards and returns, the report
states, citing Mr. Fischer.

The Oregonian relates that Storables said that its sales dropped
significantly in the last half of 2008, corresponding with a
series of rent increases it couldn't renegotiate.  Citing Mr.
Fischer, The Oregonian states that the Scottsdale store was closed
because the landlord wouldn't negotiate the lease.

Mr. Fischer said that he filed for bankruptcy "to reject one lease
immediately and to continue to restructure its operations," The
Oregonian reports.  According to the report, Mr. Fischer expects
to file a plan to pay creditors within two months.

Portland-based Storables Inc. is a 27-year-old retailer
That specializes in home and office organization products.


SUN-TIMES MEDIA: Receives Approval of All First-Day Motions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved first-day motions in Sun-Times Media Group Inc.'s Chapter
11 cases. The approval enables Sun-Times Media Group and its
newspapers and their associated Web sites to continue normal
business operations without interruption, including the payment of
wages and benefits, subscriber and advertiser programs, and cash
management matters.

"We are pleased with the court's prompt approval of our 'first day
motions', which enables us to continue business as usual for our
valued employees, readers, advertisers and the many communities we
serve," said Jeremy L. Halbreich, Chairman of Board and Interim
Chief Executive Officer of Sun-Times Media Group. "Today's
approval allows us to move forward with our previously announced
plans to strengthen our operations and explore new investment and
the sale of assets."

Sun-Times Media Group's case has been assigned #09-11092-CSS
before the Honorable Christopher S. Sontchi.

According to The Associated Press, Sun-Times Media can already pay
workers and vendors and use its existing cash management system.

Lawyers for Sun-Times Media said that the Company's Chapter 11
bankruptcy filing could result in either a restructuring or a
sale, The AP states.

Sun-Times Media Group, Inc. (Pink Sheets:SUTM) --
http://www.thesuntimesgroup.com/-- owns media properties
including the Chicago Sun-Times and Suntimes.com as well as
newspapers and Web sites serving more than 200 communities across
Chicago.  The Company and its affiliates conduct business as a
single operating segment which is concentrated in the publishing,
printing, and distribution of newspapers in greater Chicago,
Illinois, metropolitan area and the operation of various related
Web sites.  The Company also has affiliates in Canada, the United
Kingdom, and Burma.

Sun-Times Media's balance sheet at Sept. 30, 2008,
showed total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No. 09-
11092).  James H.M. Sprayregan, P.C., James A. Stempel, Esq.,
David A. Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland &
Ellis LLP assist the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.  As
of November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


TAIPEI FUBON: Will Commence Liquidation of New York Agency
----------------------------------------------------------
Taipei Fubon Commercial Bank earlier disclosed that on or about
April 1, 2009, it will commence the voluntary liquidation of its
New York Agency located at 100 Wall Street, 14th Floor, New York,
NY 10005.  Upon completion thereof, all business related thereto
will be conducted from their Los Angeles Office.

Customers and creditors of the Taipei Fubon Commercial Bank may
direct their inquiries with respect to the winding-up of the New
York Agency to:

          Michael Tan
          Tel: (212) 968-9876


TEXAS PUBLIC: Fitch Downgrades Rating on $99 Mil. Bonds to 'BB+'
----------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB' its rating on
approximately $99 million of revenue financing system bonds issued
by the Texas Public Finance Authority on behalf of Texas Southern
University (TSU, or the university). The bonds are secured by a
pledge of all legally available revenues and funds balances of
TSU, excluding state-appropriated funds and restricted funds.  The
rating has been removed from Rating Watch Negative.  The Rating
Outlook is Negative.

The rating downgrade reflects the impact that TSU's historically
lax governance and management structure has had on its credit
profile.  Although a new management team has recently been
installed, TSU's financial metrics have weakened materially over
the past several years, with student demand, measured by both
enrollment and applications, badly damaged by the loss of its
Southern Association of Colleges and Universities accreditation in
fiscal 2007, and its high cost of attendance compared to other
public universities within the state.  The Negative Outlook
indicates that additional negative rating action could be taken
should the new management team fail to rebuild financial
integrity, stabilize financial performance, and rebuild
enrollment.

TSU's 'BB+' rating incorporates the university's aforementioned
credit pressures as well as the university's fairly high debt
burden. Offsetting these concerns are a track record of strong
operating and capital support from the 'AA' rated state of Texas
(the state); operating performance which has historically been at
or above the break-even level; and adequate, though pressured,
liquidity which provides TSU a margin of safety to address its
various challenges.

TSU lost its accreditation in fiscal 2007 as a result of the
removal of its Board of Regents by the governor.  The university
recently completed the reaccreditation process and expects to
receive a response from SACS during the first quarter of 2010.  As
a result of the accreditation loss, the university suffered severe
declines in enrollment, beginning fall 2006, which further
compounded already weak selectivity and demand metrics.  TSU's
fall 2008 FTE (full-time equivalent) enrollment of 7,820
represented a 23.6% decline from fall 2004 FTEs of 10,240.
Although TSU maintained an "open door" enrollment policy in the
past, the university's new president established enrollment
standards in 2008 and student quality is expected to increase.
Despite an improved, but still high, acceptance rate of 82.3% in
fall 2008, the university's matriculation rate was a weak 20.5%.
TSU is in the process of implementing a number of recruiting
strategies, including the creation of an academic village, and
working with high schools and community colleges.

TSU is reliant upon continuing state support to rebuild its
financial operations, restore liquidity, and fund capital needs.
State appropriations represented 46.1% of total fiscal 2008
revenues.  Fitch considers the state's ability and willingness to
maintain funding to TSU essential to its ability to generate
break-even to positive operating margins.  Despite the track
record of state support, the university's liquidity has declined
steadily since fiscal 2004, with available funds, or total cash
and investments (less permanently restricted net assets) equaling
$43.5 million for fiscal 2008, representing 25.7% of operating
expenses and 19.8% of total long-term obligations.  As of Jan. 31,
2009, TSU's liquidity was further reduced as a result of declines
in cash and investment balances.  TSU has a high debt burden, with
fiscal 2008 debt service representing 10.9% of 2008 operating
revenues.  In addition to the outstanding revenue financing system
bonds, the university's total long-term debt (approximately $219.5
million) includes off-balance-sheet financings for parking and
student housing ($58.2 million), litigation liabilities ($23.2
million), capital leases and notes payable.  As management
addresses the university's deferred maintenance and revitalizes
TSU's facilities and campus services, Fitch expects TSU to balance
the financing of its capital needs with available resources,
including those provided by the state.

Established in 1947, TSU is a public four-year liberal arts
institution and is the second-largest, single-campus African
American university in the country.  TSU's 145-acre campus is
located approximately three miles from downtown Houston.


THOENE SALES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Thoene Sales Co., Inc.
        P.O. Box 69
        Walburg, TX 78673
        Tel: (512) 930-1941
        Fax: (512) 930-1973
        E-Mail: thoene@io.com

Bankruptcy Case No.: 09-10694

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Company Description: The debtor owns and operates vending
                     machines.
                     See http://www.thoenevending.com/

Debtor's Counsel: Lee Norton Bain
                  120 West 8th St.
                  Georgetown, TX 78626
                  Tel: (512) 863-2813
                  Fax: (512) 869-5090
                  Email: leebain@leebainlaw.com

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

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

The petition was signed by Charles A. Thoene, president of the
company.

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

             http://bankrupt.com/misc/txwb09-10694.pdf


THORNBURG MORTGAGE: S&P Changes Counterparty Credit Rating to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it changed its long-
term counterparty credit rating on Thornburg Mortgage Inc. to 'D'
from 'CC'.  In addition, S&P changed the issue rating on
Thornburg's senior notes to 'D' from 'CC'.

"This rating change follows Thornburg's announcement that it
expects to file for Chapter 11 bankruptcy protection, and will not
be able to make its March 31, 2009, interest payment on its senior
subordinated notes," said Standard & Poor's credit analyst Adom
Rosengarten.


TKG ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: TKG Enterprises, L.L.C.
        30 W Silverdome Industrial Park
        Pontiac, MI 48340

Bankruptcy Case No.: 09-48876

Chapter 11 Petition Date: March 24, 2009

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

Debtor's Counsel: Charles D. Bullock, Esq.
                  Stevenson & Bullock, P.L.C.
                  29200 Southfield Rd., Suite 210
                  Southfield, MI 48076
                  Tel: (248) 423-8200
                  Fax: (248) 423-8201
                  Email: cbullock@gatecom.com

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

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

The petition was signed by Kimberly Spencer, authorized
representative of the company.

A list of the Debtor's largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/mieb09-48876.pdf


TROPICANA ENTERTAINMENT: Begins Solicitation of Votes on Plans
--------------------------------------------------------------
Tropicana Entertainment LLC and its affiliates have begun the
solicitation of creditors' support for their proposed Chapter 11
plans.

Tropicana said March 24 that its proposed bankruptcy-exit plans
are supported by its official committee of unsecured creditors and
lenders holding all of the claims for borrowed money.

The solicitation packages delivered to parties entitled to vote on
the Plan include a letter from the Committee urging voters to
accept the plans developed by the company's new Board and
management team.

The plans of reorganization, which are the result of a process
that began when Tropicana filed for protection from its creditors
a year ago, generally call for secured debt to be converted to
common stock and for general unsecured debt to be discharged in
exchange for warrants, interests in a litigation trust and cash
for certain creditors.  The plans also cancel all the equity
interests of former owner William J. Yung, III, who will not hold
any positions with the company.

Creditors who are allowed to vote have until April 17, 2009 to
submit their ballots.  If creditors vote to accept the plans and
the Bankruptcy Court finds that they meet all statutory
requirements at confirmation hearings scheduled to begin April 27,
2009, Tropicana hopes to emerge from Chapter 11 soon thereafter.

In its letter to creditors, the Committee wrote that its support
is the result of "vigorous negotiations" among Tropicana, the
secured lenders and the Committee. The letter asserts that the
Committee obtained what "it believes is improved treatment for all
classes of general unsecured claims compared with treatment
proposed in previously-filed versions."

"Due to the facts and circumstances of the [Tropicana] cases, in
particular, the litigation risk and uncertainty associated with
challenging valuation and confirmation...the Committee recommends
that general unsecured creditors vote to accept the [current]
plan," the letter continued.

"Understanding that the backdrop for this effort has been the
nation's continuing financial crisis, we commend our lenders and
the Committee for engaging in a highly productive negotiation,"
said Tropicana CEO Scott C. Butera. "Our plan is stronger for
these efforts because we have been able to take into account the
interests of all the company's key stakeholders.

"Our employees have earned our highest respect," Butera said.
"Throughout the restructuring process, they have been enthusiastic
and extremely loyal. Now, with renewed regulatory and community
relationships, stronger employee relations, and better overall
business systems in place, we feel we have the resources necessary
to operate in the highly competitive hospitality and gaming
industry."

As reported by the TCR on March 30, 2009, Tropicana Entertainment
LLC and 26 other debtors -- the OpCo Debtors -- and Tropicana Las
Vegas Holdings, LLC, and six debtor affiliates -- the LandCo
Debtors -- presented to the U.S. Bankruptcy Court for the District
of Delaware additional modifications to their First Amended
Chapter 11 Plan of Reorganizations and accompanying Disclosure
Statements dated March 20, 2009.  Among other things, both Debtor
groups made additional disclosures with respect to intellectual
property rights.

The OpCo Amended Plan also includes a note that the Official
Committee of Unsecured Creditors believes that the Plan is in the
best interests of the general unsecured creditors and recommends
those creditors to vote to accept the Plan.

The LandCo Amended Plan included additional disclosure of a
"Working Capital Facility" to be provided by Wells Fargo Foothill
and certain other LandCo Lenders for the extension of a capital
loan to New LandCo of up to $15 million on terms acceptable to
both parties.  It also provides that holders of allowed Class 4
Claims and allowed Class 6 Claims will receive a settlement
payment, which consists of a cash payment of an amount equal to
the lesser of (1) the aggregate amount of each allowed Class 4
and Class 6 Claims, or (2) $400,000 in the aggregate.

The LandCo Debtors also disclosed an increase in the projected
recovery of certain classes of Claims, which include:

Class  Description              Treatment of Claim; Recovery
-----  -----------              ----------------------------
  4    LandCo General           Pro rata share of the
       Unsecured Claims         Litigation Trust Proceeds and
                                Settlement Payment

                                Est. Recovery: 1.1% to 12.3%
                                Est. Amount: $3,200,000 to
                                             $9,400,000

  6    Insider Claims           In Cash, the pro rata share of
                                the Litigation Trust Proceeds
                                and Settlement Payment

                                Est. Recovery: Less than 1.1%
                                Est. Amount: $28,200,000

Full-text copies of the blacklined versions of the March 20 Plan
Modifications are available at no charge at:


http://bankrupt.com/misc/Tropi_Blacklined1stAmOpCoPlan_Mar20.pdf

http://bankrupt.com/misc/Tropi_BlacklinedDS1stAmOpCoPlan_Mar20.pdf

http://bankrupt.com/misc/Tropi_Blacklined1stAmLandCoPlan_Mar20.pdf

http://bankrupt.com/misc/Tropi_BlacklinedDS1stAmLandCoPlan_Mar20.p
df

As reported by the Troubled Company Reporter on March 9, 2009, the
Court has approved both Debtor groups' disclosure statements.
Tropicana has begun distributing the ballots, which are
accompanied by a letter of support from the unsecured creditors
committee.

Judge Kevin Carey has set this timeline for each of the OpCo and
LandCo Plans:

   -- March 10 as the record date for the purpose of determining
      claims that are entitled to receive solicitation packages.

   -- April 17, as the voting deadline for the Plan.

   -- April 20 as the deadline for filing objections to the Plan.

   -- April 27, 2009 at 10:00 a.m. as the first day of the
      confirmation hearing.

According to the LandCo Disclosure Statement, the LandCo Plan
originally provided for 0% to 12.3% recovery by unsecured
creditors, the cancellation of existing stock and zero recovery
for stockholders.  Holders of the LandCo Credit Facility Claims
will receive full recovery for the first $358,000,000 to
$378,000,000, but zero recovery for a deficiency claim of
$65 million to $85 million.  A full-text copy of the LandCo
Disclosure Statement, as first amended, is available at
http://researcharchives.com/t/s?3a25

For the OpCo Plan, unsecured claims totaling up to $330,200,000
will receive less than 1% recovery, and also the cancellation of
all equity interests.  Holders of the OpCo Credit Facility claims
aggregating $552 million to $707 million will receive full
recovery.  A copy of the Opco Disclosure Statement, as first
amended, is available at http://researcharchives.com/t/s?3a24

In its letter to creditors, the Committee wrote that its support
is the result of "vigorous negotiations" among Tropicana, the
secured lenders and the Committee.  The letter asserts that the
Committee obtained what "it believes is improved treatment for all
classes of general unsecured claims compared with treatment
proposed in previously-filed versions."

"Due to the facts and circumstances of the [Tropicana] cases, in
particular, the litigation risk and uncertainty associated with
challenging valuation and confirmation . . . the Committee
recommends that general unsecured creditors vote to accept the
[current] plan," the letter continued.

                   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: Lenders Send $200MM Credit Bid for Casino
------------------------------------------------------------------
Setting the opening, or "stalking horse," bid in a court-
supervised auction, lenders to the Tropicana Atlantic City Casino
and Resort offered to buy the property in exchange for the
cancellation of at least $200 million in debt, Bloomberg Greg
Chang reports.

The state-appointed trustee and conservator of the property Gary
Stein said the auction may generate multiple bids, according to
the report.

Bloomberg earlier reported that New Jersey Casino Control
Commission's sale of Tropicana Entertainment LLC's affiliated
casino in Atlantic City has been extended until April 30, 2009,
from March 18, 2009.

According to Bloomberg, Carl Icahn and other creditors of
Tropicana will bid for the casino affiliate, which would file for
court protection.  The affiliate, says Bloomberg, would then be
sold in a court-supervised auction with the creditors' offer as
the lead bid.

Bloomberg states that the New Jersey Casino Control Commission
said that it may consider the sale at an April 15 hearing if a
purchase agreement is completed by then.

                   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)


UNITED SUBCONTRACTORS: Files Chapter 11 with Pre-Negotiated Plan
----------------------------------------------------------------
United Subcontractors, Inc., has filed 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.

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.

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.

According to Bloomberg's Bill Rochelle, the Chapter 11 plan has
support from holders of 80% of the first-lien debt and 95% of the
second-lien creditors.  The Plan will convert $290 million of
first-lien obligations into $22.5 million in senior secured
notes and 96% of the stock.  The second-lien creditors will
receive the other 4% of the stock for their $66.4 million in
claims.

                    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.


UNITED SUBCONTRACTORS: Chapter 11 Filing Cues S&P's 'D' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on United Subcontractors Inc. to 'D' from
'CCC-'.  At the same time, Standard & Poor's lowered all of its
issue-level ratings on the company to 'D' and revised the recovery
rating on the company's $295 million senior secured term loan to
'6', indicating expectations for negligible (0% to 10%) recovery,
from '5'.  The recovery rating on the $65 million second-lien term
loan remains at '6', also indicating expectations for negligible
(0% to 10%) recovery.

"The lowering of the corporate credit rating and issue-level
ratings follows USI's announcement that the company has filed
voluntary petitions for reorganization under Chapter 11 in the
U.S. Bankruptcy Court and that the company has reached an
agreement with lenders related to its first- and second-lien
loans," said Standard & Poor's credit analyst Thomas Nadramia.
"The pre-planned reorganization allows USI to convert
$314 million of its debt to equity in the business, leaving
approximately $22.5 million in debt when reorganization is
complete."  As a result, once the reorganization is consummated,
negligible recovery will be available to holders of the first- and
second-lien term loans.


UNIVERSAL CITY: Refinancing Concerns Cue Moody's Junk Rating
------------------------------------------------------------
Moody's Investors Service downgraded Universal City Florida
Holding Co. II's Probability of Default Rating to Caa1 from B3 and
its senior unsecured notes to Caa2 from Caa1.  Moody's also
confirmed UCFH's B2 Corporate Family Rating and Universal City
Development Partners, Ltd's Ba2 senior secured credit facility and
B2 senior unsecured note ratings.  The rating actions conclude the
review for downgrade initiated on March 12, 2009 and the rating
outlook is negative.

The downgrades reflect Moody's heightened concern regarding the
company's ability to refinance $950 million of bonds due in
April/May 2010 at par given weak credit market conditions and the
expected pressure on Universal Orlando's attendance and cash flow
from the downturn in consumer spending.  The confirmation of the
CFR and UCDP's debt ratings and the two-notch gap between the CFR
and PDR reflect Moody's view that default risk is elevated
relative to other issuers with a B2 CFR, as well as the projected
above-average recovery expectation for the company that would
largely accrue to the benefit of the more senior creditors in a
default scenario.  Loss given default assessments and point
estimates were updated to reflect the updated recovery
assumptions.

Moody's has taken these rating actions:

Downgrades:

Issuer: Universal City Florida Holding Co. II

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Senior Unsecured Notes, Downgraded to Caa2, LGD4 - 59% from
     Caa1, LGD5 - 71%

Confirmations:

Issuer: Universal City Florida Holding Co. II

  -- Corporate Family Rating, Confirmed at B2

Issuer: Universal City Development Partners, Ltd.

  -- Senior Secured Bank Credit Facility, Confirmed at Ba2, LGD1 -
     5% (changed from LGD1 - 6%)

  -- Senior Unsecured Notes, Confirmed at B2, LGD3 - 27% (changed
     from LGD3 - 36%)

Outlook Actions:

Issuer: Universal City Development Partners, Ltd.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Universal City Florida Holding Co. II

  -- Outlook, Changed To Negative From Rating Under Review

The maturity of UCDP's senior secured credit facility will move up
to April 1, 2010 if the maturing bonds are not refinanced by that
date and this creates additional refinancing risk.  Moody's
believes the company's financial sponsors (Blackstone Capital
Partners and NBC Universal) will seek to preserve their investment
as part of any refinancing because of the close strategic ties
with Universal Studios and the expected completion of the
Hollywood Rip Ride Rockit roller coaster and Wizarding World of
Harry Potter attractions in the next two years that the sponsors
have helped to fund and should generate consumer interest.  In
Moody's opinion, this suggests an exchange offer, discounted debt
repurchase, or similar restructuring is more likely than a
bankruptcy filing.  Moody's did not assume Steven Spielberg's put
right is exercised in the current ratings since the right to put
beginning in June 2010 is subsequent to the maturities.  There may
also be a financial incentive for Mr. Spielberg to wait until
Univeral's proposed theme parks in Dubai and Signapore are
completed, since the put related to consultant fees on
international parks cannot be exercised until the parks have been
operating for at least one year.  In Moody's opinion, an exercise
of the put could utilize some of Universal Orlando's debt capacity
and adversely affect recovery rates for existing creditors.

Moody's last rating action related to Universal Orlando was on
March 12, 2009 when Moody's downgraded the CFR to B2 from B1, the
PDR to B3 from B1, UCFH's notes to Caa1 from B3, UCDP's senior
secured credit facility to Ba2 from Ba1, and UCDP's senior
unsecured notes to B2 from B1 with all ratings remaining on review
for possible downgrade.

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

UCDP, headquartered in Orlando Florida, operates the Universal
Studios Florida, Universal Islands of Adventure theme parks and
Universal CityWalk Orlando, a dining, retail and entertainment
complex.  Universal City Florida Holding Co. I and Universal City
Florida Holding Co. II are holding companies that own UCDP.  The
company is a 50-50 joint venture of Blackstone Capital Partners
and a wholly-owned subsidiary of Vivendi Universal Entertainment
LLP.  Annual revenue in 2008 was $923 million.


UNIVERSAL CITY: S&P Changes Outlook to Negative; Keeps B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Orlando, Florida-based Universal City Florida Holdings Co. I to
negative from stable.  Ratings on the company, including the 'B+'
corporate credit rating, were affirmed.  As of Dec. 31, 2008, the
company had outstanding debt of $1.46 billion.

"The outlook revision reflects our concerns with the company's
2009 performance, which S&P expects will be weak as U.S. consumers
reduce their discretionary spending and vacation travel amid a
severe recession," said Standard & Poor's credit analyst Andy Liu.
"Also, with credit markets still under significant strain and the
company looking to refinance its 2010 and perhaps its 2011
maturities, S&P believes that the refinancing terms won't be as
favorable, which could further diminish cash flow generation under
difficult business conditions."

The 'B+' corporate credit rating reflects UCFH's geographically
concentrated earnings, cyclical and seasonal operating
performance, and high financial risks, including near-term
refinancing needs.  The company derives nearly all of its profits
from its Universal Orlando resort, which owns and operates
Universal Studios Florida and Islands of Adventure, and competes
with market leader Walt Disney World.  UO has been attempting to
transform itself into a multiday destination resort, with its
CityWalk shopping, dining, and entertainment complex, and three
adjacent non-company-owned theme hotels.  However, attractions
generally are not extensive enough to support sales of passes for
longer than two days.  Revenues from sales of one- and two-day
passes account for almost 60% of ticket revenues.

UO competes with five major theme parks within a 10-mile radius in
the Orlando area, four of which are owned by The Walt Disney Co.
The company's target market is families with children older than
10.  Its market share of slightly less than 20% of Orlando theme
park attendance has declined modestly in the past two years as a
result of Disney's addition of new attractions and its success in
selling multiday passes.  Each of Disney's four theme parks has
higher attendance than Universal Studios or Islands of Adventure.


VALENTIN TRUCKING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Valentin Trucking Services, Inc.
        P.O. Box 7258
        Carolina, PR 00986-7258

Bankruptcy Case No.: 09-12197

Chapter 11 Petition Date: March 24, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

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

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

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

The petition was signed by Selma Valentin Delgado, president of
the company.

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

             http://bankrupt.com/misc/prb09-02197.pdf


VARIG LOGISTICA: Wants Brazil Court to Govern Reorganization
------------------------------------------------------------
Varig Logistica SA filed a Chapter 15 petition before the U.S.
Bankruptcy Court for the Southern District of Florida to seek
recognition of its reorganization case in Brazil.

Varig sent itself to bankruptcy in Brazil on March 3.  The Company
said it owes $180 million to creditors, including $101 million to
creditors in the U.S.

If the Florida court approves the Chapter 15 petition, Brazil will
be considered as the home of the "foreign main proceeding," and
creditor actions in the U.S. will be halted permanently.
According to Bloomberg's Bill Rochelle, the Company filed for
Chapter 15 to stop U.S. creditors who sued to recover possession
of aircraft and engines under defaulted leases.  The Company was
also being sued in the U.S. for non-payment to suppliers.

Bill Rochelle relates that in an ordinary airline bankruptcy under
Chapter 11, a special rule applies requiring the airline to bring
payments on aircraft current in 60 days.  If defaults aren't
cured, the aircraft owner may repossess.  This rule doesn't apply
in Chapter 15 cases like VarigLog's.

Varig Logistica SA is a Brazilian cargo airline and provides air
transport services to major cargo companies including, among
others, Federal Express, DHL and UPS.  It was previously
controlled by affiliates of MatlinPatterson Global Advisers LLC.

On March 31, 2009, Alexandre Savio Abs da Cruz, manager of flight
operations of Varig Logstica S.A., filed a Chapter 15 petition for
the company (Bankr. S.D. Fla., Case No.: 09-15717).
Stephen P. Drobny, Esq., is the petitioner's counsel.  The Company
has assets and debts of $100 million to $500 million.


VERMILLION INC: Files for Chapter 11, Reduces Workforce
-------------------------------------------------------
Vermillion, Inc., filed a voluntary petition for reorganization
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware in
Wilmington, Delaware.  The company plans to continue operating
without interruption as it focuses on obtaining regulatory
clearance respecting the company's ovarian tumor triage test
510(k) pre-market notification to the United States Food and Drug
Administration.  That submission is currently pending and the
company continues to work diligently to provide information and
data in response to FDA inquiries.  Upon receipt of FDA regulatory
clearance, the company would then seek to move forward, including
with a strategic alliance partner, to bring the OVA1 test to
market.

In conjunction with the filing, the company is seeking customary
authority from the Bankruptcy Court that will enable it to
continue operating its business in the ordinary course.  To
address its financial condition and deteriorating liquidity
position, as a cost-saving measure, the company reduced its
workforce.

In connection with the filing, directors Kenneth Conway, Rajen
Dalal, James Rathmann and John Young resigned from the Board of
Directors, effective immediately.  Gail Page has been elected as
the Executive Chair of the Board of Directors of the company, also
effective immediately.  The board will continue to operate with a
reduced number of directors as a cost-saving measure.

The board now consists of Gail Page, John Hamilton and James
Burns, all of whom have indicated their intention to continue
their role as directors of the company for the time being.

For purposes of conserving company resources, on March 27, 2009,
Vermillion requested the resignation of several of its executive
officers.  The officers who have resigned following this request
are Gail Page, President and Chief Executive Officer, Qun Zhou,
Interim Chief Financial Officer, and Simon Shorter, Vice President
of Corporate Business Development.  The sole reason for these
resignations was to conserve company resources and was not the
result of any disagreement with the company on any matter relating
to the company's operations, policies or practices or in any way
for cause.  The resigning personnel will continue to act as
consultants to Vermillion.  They will accrue severance and other
rights as a result of the termination to the extent funds for such
payments are available in the bankruptcy reorganization.

According to Bloomberg's Bill Rochelle, the petition listed assets
of $7.2 million against debt totaling $32 million.  Debt,
according to the report, includes $10 million owing to Quest
Diagnostics Inc. and $16.3 million on convertible notes.

                         About Vermillion

Vermillion, Inc. -- http://www.vermillion.com/-- is dedicated to
the discovery, development and commercialization of novel high-
value diagnostic tests that help physicians diagnose, treat and
improve outcomes for patients.  Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in
oncology, hematology, cardiology and women's health.  Vermillion
is based in Fremont, California.


VERMILLION INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Vermillion, Inc.
        fka Abiotic Systems
        fka Ciphergen Biosystems, Inc.
        47350 Fremont Blvd.
        Fremont, CA 94538

Bankruptcy Case No.: 09-11091

Type of Business: The Debtor engages in the development and
                  commercialization of diagnostic tests to aid
                  physicians diagnose and treat results for
                  patients.

                  See http://www.vermillion.com/

Chapter 11 Petition Date: March 30, 2009

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Francis A. Monaco Jr., Esq.
                  fmonaco@wcsr.com
                  Mark L. Desgrosseilliers, Esq.
                  mdesgrosseilliers@wcsr.com
                  Womble Carlyle Sandridge & Rice, PLLC
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801

The Debtor's financial condition as of September 30, 2008:

Total Assets: $7,150,000

Total Debts: $32,015,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Hig hbridge International LLC  7% Convertible    $11,100,000
9 W. 57th Street               Senior Notes
27th Floor
New York, NY 10019
Attn : Eric Colandrea
Fax: (212) 751-0755

Oaktree Capital Management LP  4.5% Convertible  $2,365,000
333 South Grand Avenue         Senior Notes
26th Floor
Los Angeles, CA 90071
Attn: Andrew Watts
Fax: (213) 830-6293

Bruce Fund Inc.                7% Convertible    $1,800,000
20 North Wacker Drive          Senior Notes
Sui te 2414
Chicago, IL S0606
Attn : Jeff Bruce
F: (317)937-3014

Deerfield International Ltd.   7% Convertible    $1,560,000
780 3rd Avenue                 Senior Notes
37th Floor
New York, NY 10017
Attn: Robert Olan

Deerfield Partners L.P.        7% Convertible    $1,440,000
780 3rd Avenue Senior Notes
37th Floor
New York, NY 10017
Attn : Robert Olan

U.S. Bank                      Interest on the   $633,750
CM 9705                        4.5% and 7%
P.O. Box 70870                 Convertible Senior
Saint Paul MN 55170 Notes
Attn: Paul Briggs

Professional Life & Casualty   7% Convertible    $600,000
20 North Wacker Drive          Senior Notes
Suite 2414
Chicago, IL 60606
Attn: Jeff Bruce
F: (317) 937-3014

John Hopkins University        Trade debt        $323,260

Applied Clinical Intelligence  Trade debt        $220,746

Bruce & Co.                    4.5% Convertible  $135,000
                               Senior Notes

Edwards Angell Palmer &        Trade debt        $132,318
Dodge LLP

Deloitte Tax, LLP              Trade debt        $107,971

Townsend and Townsend          Trade debt        $90,947
and Crew

ThinkPanmure, LLC              Trade debt        $77,814

Precision Med. Inc.            Trade debt        $53,336

PricewaterhouseCoopers LLP     Trade debt        $45,000

Foley & Lardner                Trade debt        $34,646

HSBC Bank USA                  Trade debt        $14,699

E-Trade Financial              Trade debt        $6,213

Certified Compliance           Trade debt        $6,072
Solutions, Inc.

The petition was signed by Gail S. Page, chair of the board of
directors.


WEINGARTEN REALTY: S&P Gives Negative Outlook; Holds 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for
Weingarten Realty Investors to negative from stable.  At the same
time, S&P affirmed its 'BBB' corporate credit and senior unsecured
debt ratings and its 'BB+' preferred stock rating on Weingarten.
The affirmations affect roughly $1.775 billion of Weingarten's
senior unsecured notes and $498 million of the company's preferred
stock.

"The outlook revision reflects our concerns regarding Weingarten's
comparatively large 2011 debt maturities in light of the company's
above-average leverage," said credit analyst Elizabeth Campbell.
"We believe Weingarten's efforts to improve liquidity and
deleverage over the next two years will be challenging given the
current weak retail environment and constrained capital markets."

S&P would consider a downgrade if Weingarten's leverage and credit
facility usage remain high over the next two years, or if gain-
adjusted debt service coverage falls below S&P's scenario forecast
level of 2.2x, which could happen because of greater-than-expected
tenant vacancies.  S&P would revise the outlook to stable if
Weingarten reduces leverage and improves liquidity before its
comparatively large 2011 debt maturities.  Sustaining debt service
coverage measures above 2.2x and successfully stabilizing the bulk
of its development pipeline would also be viewed favorably.


WILLIAMS COS: Atlas Pipeline Venture Won't Affect S&P's Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that diversified energy
company The Williams Cos. Inc.'s (BBB-/Stable/--) announcement
that it has formed a joint venture in Appalachia with Atlas
Pipeline Partners L.P. (B/Watch Neg/--) will not affect the
company's ratings or outlook at this time.

As reported by the Troubled Company Reporter on March 2, 2009, S&P
affirmed its 'BBB-' corporate credit rating on diversified energy
company The Williams Cos. Inc. and its affiliates.  At the same
time, S&P assigned a 'BB+' issue rating to Williams'
$600 million senior unsecured notes due 2020.

S&P views the joint venture, Laurel Mountain Midstream LLC, as
enhancing Williams' business profile because it expands the
company's geographic footprint into the Marcellus Shale region.
At the same time, S&P does not believe the joint venture will be a
significant cash flow driver for Williams in the intermediate
term.  S&P also believes that the joint venture will complement
Williams' future asset expansions, including its Rockies Connector
project, a proposed expansion of Transcontinental Gas Pipe Line
Co. LLC, which is designed to move Appalachian and Rockies gas to
East Coast markets.  The transaction, which requires Atlas's
lender approval, is valued at about  $250 million.  Williams will
contribute $102 million and a $25.5 million note in exchange for a
51% ownership interest and will operate the gathering system.


WOLVERINE TUBE: Exchange Offer for 2009 Notes Expires April 7
-------------------------------------------------------------
Wolverine Tube Inc. extended the expiration date until April 7 on
the exchange offer to holders of the approximately $100 million in
10.5% notes maturing April 1.

The exchange offer and consent solicitation for the 10.5% Senior
Notes due 2009 were originally announced in February.

According to the Company, as of March 25, tenders have been
received with respect to approximately $43.7 million aggregate
principal amount of Existing Notes, representing approximately 44%
of the outstanding Existing Notes.  Including the $38.3 million in
principal amount of our 10% Senior Exchange Notes due 2009 that
will be exchanged for New Notes, holders of approximately $82
million, or 59.4%, of our $138 million in principal amount of
notes outstanding have agreed to exchange their notes for New
Notes.

Wolverine Tube also has revised the terms of its Offer.  Under the
revised Offer, Wolverine Tube is offering holders of its Existing
Notes the opportunity to exchange any and all of their Existing
Notes, for each $1,000 of principal amount of Existing Notes
tendered, $1,000 in principal amount of the Company's 10% Senior
Secured Notes due 2011 and a cash exchange fee equal to 3.0% of
the principal amount of the Existing Notes tendered by such
holder.  In addition, holders who validly tender and do not
withdraw their Existing Notes in the Offer will also be paid
accrued and unpaid interest from the most recent interest payment
date for the Existing Notes up to, but not including, the Payment
Date (as defined in the Statement), payable on the Payment Date.

The revised terms of the Offer are:

    -- The Company has amended the Offer to eliminate the ability
       of holders of Existing Notes to receive the Cash Option (as
       defined in the Statement).  Holders of Existing Notes may
       tender their Existing Notes in exchange for the Exchange
       Offer Consideration;

    -- The Company has amended the Offer to increase the cash
       exchange fee to 3.0% of the principal amount of the
       Existing Notes tendered by such holder;

    -- The Company has amended the terms of the New Notes to
       provide that the New Notes will have an initial cash
       interest rate of 10% and will mature on March 31, 2011;
       provided that (a) if the outstanding principal amount of
       New Notes at the close of business on March 31, 2010
       exceeds $90 million, the cash interest rate applicable to
       the New Notes will increase to 12% as of April 1, 2010, (b)
       if the outstanding principal amount of New Notes on
       March 31, 2011 does not exceed $60 million, the maturity of
       the New Notes automatically will be extended to March 31,
       2012, and (c) if the maturity of the New Notes is extended
       to March 31, 2012, the cash interest rate applicable to the
       New Notes (if not previously increased pursuant to clause
       (a)) will increase to 12% as of April 1, 2011;

    -- The Company has amended the terms of the New Notes to
       provide that (a) the Company will have the option to pay
       interest on the New Notes either in cash or by issuing
       additional New Notes ("PIK Interest"), and (b) with respect
       to any interest period for which the Company elects to pay
       PIK Interest, the interest rate applicable to the New Notes
       will equal the sum of (i) the then current cash interest
       rate applicable to the New Notes, plus (ii) 4.0%; and

    -- The Company has amended the terms of the New Notes to
       provide that (a) no liens on assets securing the New Notes
       may be released, and no liens on assets securing the New
       Notes may be granted to lenders under a new revolving
       credit facility, without the consent of holders of at least
       66.67% in principal amount of New Notes and (b) unless
       otherwise provided in connection with the solicitation of
       consents of holders of the New Notes to entering into a new
       revolving credit facility, the Company will not be
       obligated to redeem any of the New Notes with the proceeds
       of a new revolving credit facility.

Wolverine Tube, Inc. (OTC: WLVT) is a global manufacturer and
distributor of copper and copper alloy tube, fabricated products,
and metal joining products. The Company's focus is on custom-
engineered, tubular products, including fabricated copper
components and metal joining products, which enhance performance
and energy efficiency in applications, including commercial and
residential heating, ventilation and air conditioning,
refrigeration, home appliances, industrial equipment, power
generation, petrochemicals and chemical processing. Wolverine
classified its products as commercial products and wholesale
products. On February 29, 2008, the Company closed on the sale of
its Small Tube Products business. On November 6, 2007, Wolverine
announced the planned closing of its manufacturing facilities
located in Decatur, Alabama and Booneville, Mississippi.

                           *     *     *

As reported by the TCR on March 31, 2009, Moody's Investors
Service downgraded the probability of default rating of Wolverine
Tube, Inc. to D from Caa3.  The downgrade follows the March 25,
2009 announcement that Wolverine had received agreement for
tenders of up to $43.7 million, or 44%, of the outstanding 10.5%
senior notes due April 1, 2009.  Moody's views this transaction as
a distressed exchange, which is an event of default under Moody's
definition of default. Subsequent to the rating action and upon
completion of the exchange offer for substantially all of the
outstanding notes or at the maturity of the notes, Moody's will
withdraw all ratings.


WORLDWIDE HOLDING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Worldwide Holding, LLC
        2842 E. Lake Boulevard
        North Las Vegas, NV 89030

Bankruptcy Case No.: 09-14163

Chapter 11 Petition Date: March 23, 2009

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

Debtor's Counsel: Richard McKnight, Esq.
                  330 S. Third St., #900
                  Las Vegas, NV 89101
                  Tel: (702) 388-7185
                  Fax: (702)388-0108
                  Email: mcknightlaw@cox.net

Total Assets: $2,000,000

Total Debts: $1,818,000

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


YELLOWSTONE CLUB: Court Delays Plan Hearing to May 18
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana has again
deferred the confirmation hearing on Yellowstone Mountain Club
LLC's proposed Chapter 11 plan until May 18 due to outstanding
disputes between the parties.

Bloomberg's Bill Rochelle said that Judge Ralph B. Kirscher, the
judge handling Yellowstone Club's Chapter 11 case, has directed
the contending parties to mediate with another bankruptcy judge on
April 17.  Judge Kirscher has said in his written opinion that the
bankruptcy lawyers in Yellowstone Club's case are "all too happy
to litigate every little nuance" and are turning the case into a
"lawyers' relief program."

Yellowstone Club has filed a proposed plan based on a sale of the
resort to private-equity investor CrossHarbor Capital Partners LLC
for $100 million, consisting of $30 million cash and a note for
$70 million.

According to Bill Rochelle, the secured creditors owed
$307 million, represented by an affiliate of Credit Suisse Group
AG as agent, asked Judge Kirscher to hold a hearing before plan
confirmation to put a value on the project.  The judge turned down
Yellowstone's "baseless attempt to sidestep Credit Suisse's right
for a valuation."  The judge also said a valuation trial would
help him, since previous appraisals by Yellowstone put the value
first at $1.1 billion and later at $780 million. Kirscher said
that CrossHarbor is trying to "snatch the debtor's assets" for
$100 million.

The Bloomberg report said that the Court has set this new
schedule:

   -- parties will undergo mediation on April 17

   -- Judge Kirscher will hold a trial between April 22 and
      April 29 on the lawsuit by the creditors' committee seeking
      to knock out the Credit Suisse secured claim.

   -- If the lender survives the trial with a secured claim
      intact, Judge Kirscher will hold another trial on May 8 to
      value the Credit Suisse collateral.

   -- The hearing for confirmation of the Chapter 11 plan is
      tentatively set for May 18.

Bloomberg also notes that Judge Kirscher previously established
other milestones in the auction and confirmation process. Bids in
competition with CrossHarbor will be due 10 days before the
confirmation hearing on Yellowstone's Chapter 11 plan.  The
auction will be five days before the hearing.  He also said he
would hold a hearing to decide whether Credit Suisse would be able
to bid at the auction and use its secured claim for part of the
purchase price.

The official committee of unsecured creditors of Yellowstone filed
a lawsuit on March 3 aimed at invaliding the Credit Suisse claim
while recovering $146 million Yellowstone paid on what was
originally $375 million in loans, Mr. Rochelle says.  The
complaint cites the loan agreement as saying $352 million of the
loan, made in September 2005, wouldn't be used for Yellowstone
itself.  The complaint contends Credit Suisse knew the loan would
be used for the personal benefit of the owners, Timothy Blixseth
and his wife Edra Blixseth, or companies they controlled.

Yellowstone has lost its exclusive rights to file a plan.

                   About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


* Bankrupt Public Company Assets in 2009 Top $101 Billion
---------------------------------------------------------
Sixty-four public companies have filed in Chapter 11 this year,
compared with 30 in the first quarter of 2008, Bloomberg's Bill
Rochelle said, citing Bankruptcydata.com.  In the first three
months of 2007, there were only 16.

Assets listed on balance sheets of the newly filed companies total
almost $101 billion.  By the same time last year, the assets of
filing public companies aggregated $11.7 billion, according to
Bankruptcy Data.

With the Chapter 11 filing of IDEARC Inc. this week, the number of
companies with estimated assets exceeding $1 billion that have
filed for Chapter 11 has reached 16 this year:

                                               (in millions)
   COMPANY                        DATE       ASSETS      DEBTS
   -------                      --------     ------      -----
   Lyondell Chemical Co.         1/06/09    $27,177    $27,345
   Tronox Inc.                   1/12/09     $1,614     $1,237
   Nortel Networks               1/14/09    $11,609    $11,793
   Smurfit-Stone Container Corp. 1/26/09     $7,450     $5,582
   Spectrum Brands Inc.          2/03/09     $2,247     $3,275
   Aleris International, Inc.    2/12/09     $4,168     $3,978
   Trump Entertainment Resorts   2/17/09     $2,056     $1,738
   BearingPoint Inc.             2/18/09     $1,763     $2,232
   Qimonda Richmond LLC          2/20/09    >$1,000    >$1,000
   Spansion Inc.                 3/01/09     $3,840     $2,398
   Magna Entertainment           3/05/09     $1,049       $958
   Masonite International Corp.  3/16/09     $1,527     $2,641
   Chemtura Corp                 3/18/09     $3,060     $1,020
   Herbst Gaming Inc.            3/22/09     $1,022     $1,242
   Charter Communications Inc.   3/27/09    $13,882    $24,186
   IDEARC Inc.                   3/31/09     $1,815     $9,515

The list could rise later this month after Thornburg Mortgage Inc.
and Station Casinos Inc. have conveyed plans to file for Chapter
11.  Thornburg Mortgage (total assets of $26.2 billion and debts
of $26.6 billion as of Sept. 30, 2008) has a forbearance agreement
with lenders until April 30.  Thornburg intends to cease doing
business and liquidate.  Station Casinos (assets of $8.88 billion,
debts of $6.37 billion as of Sept. 30, 2008), owner of nine hotel
casinos in the Las Vegas area, is soliciting support for a plan
that offers bondholders a combination of secured notes and cash in
exchange for their outstanding bonds.

Other large firms that have said they might have to seek
bankruptcy protection absent covenant relief or forbearance from
lenders or other factors include:

1.  EDGE PETROLEUM CORP.
2.  GENERAL GROWTH PROPERTIES INC.
3.  SIX FLAGS INC.
4.  CHRYSLER LLC
5.  GENERAL MOTORS CORP.
6.  AVENTINE (By April says S&P)
7.  ZILA INC
8.  INT'L COASTAL
9.  THORNBURG MORTGAGE INC
10. LEAR CORP
11. CRUSADER ENERGY
12. COMSTOCK HOMEBUILDING COS.
13. VISTEON CORP.

As for Chrysler and GM, they are seeking additional aid from the
U.S. government to avert bankruptcy.


* Calif. Home Prices Drop 41% in Feb, Double U.S. Decline
---------------------------------------------------------
According to Bloomberg's Bill Rochelle, the median price of a
California home fell 41% in February from a year earlier, while
home prices in the nation averaged a 16% decline.

Bill Rochelle notes that foreclosures were responsible for 58% of
home sales in California during February.  In the country as a
whole, foreclosures represented only 33%.

Home sales increased 83% in February in California compared with
the same period a year ago, while the median price of an existing
home declined 40.8%, the California Association of Realtors(R)
reported March 25.

"Home sales in California continue to be considerably stronger
than the nationwide sales figures," said C.A.R. President James
Liptak. "The market will continue to register large, but
diminishing year-to-year percentage gains in the coming months, as
current sales are compared against the extremely low numbers that
prevailed during the early months of the credit crunch."

Closed escrow sales of existing, single-family detached homes in
California totaled 620,410 in February at a seasonally adjusted
annualized rate, according to information collected by C.A.R. from
more than 90 local REALTOR(R) associations statewide.  Statewide
home resale activity increased 83% from the revised 338,970 sales
pace recorded in February 2008.  Sales in February 2009 decreased
0.8% compared with the previous month.

The statewide sales figure represents what the total number of
homes sold during 2009 would be if sales maintained the February
pace throughout the year. It is adjusted to account for seasonal
factors that typically influence home sales.

The median price of an existing, single-family detached home in
California during February 2009 was $247,590, a 40.8% decrease
from the revised $418,260 median for February 2008, C.A.R.
reported. The February 2009 median price fell 2.3% compared with
January's revised $253,330 median price.

"The California median price has declined by a larger margin than
the nationwide median price," said C.A.R. Vice President and Chief
Economist Leslie Appleton-Young. "This can be attributed to the
under $500,000 portion of the market, which has experienced larger
price declines than the other market segments due to the large
share of distressed homes for sale. This further contributed to
the decline in the statewide median."


* S&P/Case-Shiller Index Says Home Prices in January Fell 19%
-------------------------------------------------------------
According to the S&P/Case-Shiller index of 20 metropolitan areas,
home prices in January were 19% below the year before.  The
January decline exceeded the 18.6% shrinkage in December.

Bloomberg's Bill Rochelle said, the index has fallen every month
since January 2007.  Compared with December, prices were 2.8%
lower.

Data through January 2009, released March 31 by Standard & Poor's
for its S&P/Case-Shiller1 Home Price Indices, the leading measure
of U.S. home prices, shows continued broad based declines in the
prices of existing single family homes across the United States,
with 13 of the 20 metro areas showing record rates of annual
decline, and 14 reporting declines in excess of 10% versus January
2008.

"Home prices, which peaked in mid-2006, continued their decline in
2009," says David M. Blitzer, Chairman of the Index committee at
Standard & Poor's.  "There are very few bright spots that one can
see in the data.  Most of the nation appears to remain on a
downward path, with all of the 20 metro areas reporting annual
declines, and nine of the MSA's falling more than 20% in the last
year.  Indeed, the two composites are very close to that rate and
have been reporting consecutive annual record declines since
October 2007. The monthly data follows a similar trend, with the
10-City and 20-City Composite showing thirty consecutive months of
negative returns."

As of January 2009, average home prices across the United States
are at similar levels to what they were in late 2003.  From the
peak in the second quarter of 2006, the 10-City Composite is down
30.2% and the 20-City Composite is down 29.1%.

All 20 metro areas are reporting negative monthly and annual rates
of change in average home prices.  Seven metro areas and the 20-
City Composite recorded a record monthly decline in January. In
addition, seven metro areas (not always the same seven) reported
declines in excess of 4% in the month of January alone.  Phoenix
led with a report of -5.5%. Every MSA has had at least five
consecutive months of decline, dating back to September 2008. On a
marginally positive note Cleveland, Los Angeles and Las Vegas are
reporting a relative improvement in year-over-year returns, in
terms of lesser rates of decline than last month's values.
Furthermore, Las Vegas, along with five other metro areas, showed
a marginal improvement in monthly returns, albeit still negative.
The three worst performing cities, in terms of annual declines,
continue to be from the Sunbelt, each reporting negative returns
in excess of 30%.  Phoenix was down 35.0%, Las Vegas declined
32.5% and San Francisco fell 32.4%.  Dallas, Denver and Cleveland
faired the best in terms of annual declines down 4.9%, 5.1% and
5.2%, respectively.

A copy of the S&P/Case-Shiller release, which contains charts, is
available at http://researcharchives.com/t/s?3afe


* Economy Shrinks 6.3% in 2008 Q4, Higher Than Original Estimate
----------------------------------------------------------------
According to Bloomberg's Bill Rochelle, the economy contracted
more 6.3% in the fourth quarter, more than the originally
estimated 6.2%.  The performance was the worst since 1982.

The Bureau of Economic Analysis said March 26 that real gross
domestic product -- the output of goods and services produced by
labor and property located in the United States -- decreased at an
annual rate of 6.3% in the fourth quarter of 2008, (that is, from
the third quarter to the fourth quarter), according to final
estimates released by the BEA.  In the third quarter, real GDP
decreased 0.5%.

The latest GDP estimates, according to the BEA, are based on more
complete source data than were available for the preliminary
estimates issued last month.  In the preliminary estimates, the
decrease in real GDP was 6.2%.

The decrease in real GDP in the fourth quarter primarily reflected
negative contributions from exports, personal consumption
expenditures, equipment and software, and residential fixed
investment that were partly offset by a positive contribution from
federal government spending.  Imports, which are a subtraction in
the calculation of GDP, decreased.

Most of the major components contributed to the much larger
decrease in real GDP in the fourth quarter than in the third.  The
largest contributors were a downturn in exports and a much larger
decrease in equipment and software.  The most notable offset was a
much larger decrease in imports.


* Court Nullifies Mortgage on Defective Notary
----------------------------------------------
In the case Burden v. CIT Group/Consumer Finance Inc. (In
re Wilson), the 6th U.S. Circuit Court of Appeals voided a
mortgage on a bankruptcy's home the acknowledgement by the notary
when the loan was made didn't strictly follow Kentucky law.

Bill Rochelle of Bloomberg notes that when someone buys a house or
refinances a home mortgage, among the dozens of documents for
signature is an acknowledgement where the homeowners swear in
front of a notary public that they are the individuals named in
the mortgage documents.  The bankruptcy trustee sued the lender
saying the mortgage was void because the form of the
acknowledgment didn't strictly follow Kentucky law.

The bankruptcy court agreed with the bankruptcy trustee's
contentions and voided the mortgage, Mr. Rochelle narrated.  The
ruling was upheld by the Bankruptcy Appellate Panel. Another
appeal was made to the 6th Circuit Court, which agreed with the
lower courts in a March 19 opinion.  The appeals court said the
"authentication of a deed of trust is not a purposeless
formality."

Mr. Rochelle points out that the result may not be the same in all
states because local laws differ on the formalities in signing
mortgage documents.  He notes that the result in the present case
left the lender with an unsecured claim for the balance of the
mortgage and possibly also with the prospect of facing preference
claims to recover payments received before bankruptcy.


* Paul Weiss Partner Paul Ginsberg Is "Dealmaker of the Year"
-------------------------------------------------------------
Paul D. Ginsberg, co-head of Paul, Weiss, Rifkind, Wharton
Garrison LLP's Mergers and Acquisitions Group, has been selected
as a "Dealmaker of the Year" by The American Lawyer magazine for
his role in Triarc Companies Inc.'s acquisition of Wendy's
International Inc.  Mr. Ginsberg is one of four Paul, Weiss
lawyers to have been honored as "Dealmaker of the Year" in the
past six years.

"Paul is an exceptional lawyer and adviser, and the Triarc deal is
emblematic of the outstanding results that he consistently
achieves for our clients," said Brad S. Karp, chair of Paul,
Weiss.  "Paul has the great ability to identify an opportunity or
challenge, strategically evaluate the client's situation, and
provide creative solutions that achieve the optimal result for the
client," Mr. Karp added, "The Triarc deal was particularly
complex, high stakes, and obstacle laden."

Triarc's courtship of Wendy's was lengthy, and culminated in
September 2008 when Triarc, the owner of the Arby's restaurant
chain, acquired Wendy's International, the owner of the Wendy's
hamburger chain, for $2.34 billion.  The acquisition created the
third largest quick service restaurant chain in the United States.
Mr. Ginsberg led the legal team's efforts, helping to overcome the
reluctance of Wendy's board to sell to Triarc and the challenges
posed by collapsing credit markets that threatened the ability to
complete any transaction.

As part of his mergers and acquisitions practice, Mr. Ginsberg has
represented public companies such as Automatic Data Processing,
Inc., Citigroup Inc., EMI plc, MasterCard International
Incorporated, Time Warner Inc. and Viacom Inc., as well as private
equity and other funds, including Apollo Management, Clarion
Capital Partners, Passport Capital, Quellos Group, Soros Private
Equity Partners and TowerBrook Capital Partners.  Mr. Ginsberg has
served as a member of the firm's management committee and as
deputy chair of the firm's Corporate Department.

Previous Paul, Weiss "Dealmaker of the Year" honorees include
Finance Group co-head Jordan E. Yarett (2007) for his role in the
securitization of Dunkin' Donuts, Corporate Department chair
Robert B. Schumer (2006) for his role in Time Warner Inc.'s
acquisition of Adelphia Communications, and Bankruptcy and
Corporate Reorganization Department chair Alan W. Kornberg (2004)
for his role in the Pacific Gas & Electric Company bankruptcy.

                         About Paul Weiss

Paul Weiss - http://www.paulweiss.com/-- is a firm of more than
500 lawyers with diverse backgrounds, personalities, ideas and
interests who collaboratively provide innovative solutions to
clients' most critical and complex legal and business challenges.
The firm represent a varied range of clients, including some of
the largest publicly and privately held corporations and financial
institutions in the U.S. and abroad.


* Sheon Karol Joins CRG Partners as Partner
-------------------------------------------
Sheon Karol joins CRG Partners as partner, bringing turnaround
expertise to the company's growing New York headquarters.  With
more than twenty years of financial services and turnaround
experience, Mr. Karol's innovative leadership and collaborative
approach will support CRG's efforts to provide its clients with
exceptional operational and financial improvement services.

"We're delighted to have Sheon on board," said Scott Avila,
managing partner at CRG Partners.  "His deep-rooted experience in
our industry and the New York market will be a key asset to our
continued growth and development.  His unique combination of
turnaround, executive and legal experience will significantly
enhance our offering to clients.  Clients particularly welcome his
ability to innovate in a manner that encourages participation."

Mr. Karol was a managing director at national restructuring firms
where he served as a chief restructuring officer and played a key
role in several major turnarounds, including Winn-Dixie
supermarkets.  A Yale Law School graduate, Mr. Karol is an active
member of the American Bankruptcy Institute (ABI) as well as the
Turnaround Management Association.

Mr. Karol can be reached at:

           Tel: 646-391-6913 or
           E-mail: sheon.karol@crgpartners.com

                         About CRG Partners

CRG Partners -- http://www.crgpartners.com-- is a leading
provider of operational improvement and financial restructuring
services specializing in creating value for the stakeholders of
underperforming companies.  CRG Partners offers superior
leadership and expertise of the restructuring process, while
collaborating with our clients' management teams to quickly
identify, develop and implement solutions that yield sustainable
results.  With an international presence and offices throughout
the country, CRG Partners is one of the largest advisory and
interim management firms in the U.S.


* BOOK REVIEW: How To Measure Managerial Performance
----------------------------------------------------
Author:     Richard S. Sloma
Publisher:  Beard Books
Paperback:  272 pages
List Price: $34.95

Order your personal copy at:
http://www.amazon.com/exec/obidos/ASIN/1893122646/internetbankrupt

How to Measure Managerial Performance by Richard S. Sloma is a
valuable reference tool.  This practical handbook provides new
insights into enterprising management techniques.

This book is a compendium of principles and techniques to improve
and measure managerial performance in a number of areas important
to the successful operation of a business.

Rigorous application of the concepts of this instructive book will
enable an organization to perform at several levels higher in
efficiency and effectiveness.



                            *********

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 ***