TCR_Public/090406.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 6, 2009, Vol. 13, No. 95

                            Headlines


1901 LLC: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: DBRS Likely to Cut Units' Ratings to 'D'
ABITIBI-CONSOLIDATED INC: Moody's Cuts Corp. Family Rating to 'Ca'
ABUNDANT RENEWABLE: Voluntary Chapter 11 Case Summary
AIR CANADA: Analysts Eye Possible Bankruptcy Filing

AIR CANADA: Management Changes Won't Affect S&P's 'B-' Rating
ALLEGHANY CORP: AM Best Holds bb+ Debt Rating on Preferred Stock
ALLIED CAPITAL: Announcement Won't Affect S&P's 'BB+' Rating
ANN HUETE: Voluntary Chapter 11 Case Summary
ASARCO LLC: Grupo Mexico to Appeal $6 Billion Ruling

ASARCO LLC: Fitch Waits for Appeal Ruling on Grupo Mexico Dispute
ATA AIRLINES: Court OKs Planned Sale to Southwest; Plan Confirmed
ATLANTIC BROADBAND: S&P Raises Corporate Credit Rating to 'B+'
AUTO SPA: Voluntary Chapter 11 Case Summary
BANK OF AMERICA: To Pay $713 Million in TARP Preferred Dividends

BELLISIO FOODS: S&P Puts 'B' Corporate Rating on Negative Watch
BERNARD L. MADOFF: Former Clients Want Owner's Bankruptcy
BERNARD L. MADOFF: Luxembourg Court Names Liquidators for 2 Funds
BETHANY ROLLING: Case Summary & 16 Largest Unsecured Creditors
BI-LO LLC: Koninklijke Ahold Protest Access to GE $35MM DIP Loan

BI-LO LLC: Gets Court's Interim OK of $125MM GE Capital Facility
BOMBARDIER RECREATIONAL: S&P Junks Corporate Credit Rating
BOWNE & CO: S&P Affirms Corporate Credit Rating at 'B'
BRANDYWINE REALTY: Fitch Downgrades Issuer Default Rating to 'BB+'
CANADIAN SUPERIOR: Palo Alto Demands Chairman Noval's Ouster

CANFOR CORP: DBRS Assigns 'BB' Issuer Rating, Trend Negative
CARE FOUNDATION: Files Joint Chapter 11 Plan of Reorganization
CASTLE HOLDCO: Involuntary Chapter 11 Case Summary
CHALLENGER ENERGY: PAI Seeks Ouster of Canadian Superior Chairman
CHARMING SHOPPES: Appoints A&M's Fogarty as President and CEO

CHARTER COMMS: Protocol Limiting Trading In Securities Approved
CHEMOKINE THERAPEUTICS: Involuntary Chapter 15 Case Summary
CHRYSLER LLC: Bankruptcy Filing Would Drag Down PBGC
CHRYSLER LLC: Gov't Action No Immediate Impact on DBRS Ratings
CHRYSLER LLC: Primus Discloses Credit Default Swap Exposure

CINRAM INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'CC'
CLEAN HARBORS: S&P Raises Rating on $150MM Senior Notes to 'BB'
COCA-COLA BOTTLING: Moody's Assigns 'Ba1' Prospective Shelf Rating
COLONIAL BANCGROUP: DBRS Cuts Senior Debt Rating to 'B'
COLONIAL BANCGROUP: S&P Junks Counterparty Credit Rating From 'B'

COOPER TIRE: S&P Downgrades Corporate Credit Rating to 'B'
COURTHOUSE COMMONS: Involuntary Chapter 11 Case Summary
COVENTRY CREEK: Voluntary Chapter 11 Case Summary
CRUSADER ENERGY: Receives Delisting Notice From NYSE Amex
CRUSADER ENERGY: Wants Access to Lenders' Cash Collateral

CRUSADER ENERGY: Wants Schedules Filing Extended for 30 Days
CRUSADER ENERGY: Wants Vinson & Elkins as Bankruptcy Counsel
DELPHI FINANCIAL: Fitch Cuts Ratings on Junior Notes to 'BB+'
DEVELOPERS DIVERSIFIED: S&P Cuts Corporate Credit Rating to 'BB'
DIVERSEY HARBOR: Moody's Comments on Entry to Novation Agreement

DM INDUSTRIES: Wants 14-Day Extension on Schedules & SOFA Filing
DOLLAR THRIFTY: S&P Downgrades Corporate Credit Rating to 'CCC'
ESP FUNDING: Moody's Comments on Entry to Novation Agreement
FARMERS' MUTUAL: A.M. Best Withdraws 'B-' Fin'l Strength Rating
FLEETWOOD ENTERPRISES: Gets Interim OK to Use $80MM BofA DIP Loan

FLEETWOOD ENTERPRISES: Shuts Down Ohio Plant, Lays Off Workers
FLEXIBLE PACKAGING: 341(a) Meeting Slated for May 1 in Puerto Rico
FOAMEX INT'L: Committee Balks at Auction Protocol, Matlin Fees
FORD MOTOR: Primus Discloses Credit Default Swap Exposure
GATEHOUSE MEDIA: S&P Cuts Issue-Level Rating on Loans to 'CCC'

GENERAL MOTORS: To File For Bankruptcy If Restructuring Fails
GENERAL MOTORS: Gov't Action No Immediate Impact on DBRS Ratings
GENERAL MOTORS: Primus Discloses Credit Default Swap Exposure
GMAC LLC: $5-Bil. Aid from TARP Requires Lower Year-End Bonuses
GOODMAN GROUP: S&P Cuts Rating on Goodman Plus Hybrid to 'BB+'

GOTTSCHALKS INC: Sold to Liquidators, To Start Closing Stores
GRUBB & ELLIS: Fin'l Restatement Cues Delay of 2008 Annual Report
GULF COUNTY: Fitch Downgrades Ratings on Tax Bonds to 'BB'
HARVEST OIL: Sec. 341(a) Meeting Slated for May 19 in Louisiana
HAWKER BEECHCRAFT: Moody's Junks Corporate Family Rating from 'B3'

HERITAGE LAND: U.S. Trustee Schedules Creditors Meeting on May 7
HILITE INTERNATIONAL: S&P Withdraws 'CCC+' Corp. Credit Rating
HYDRAULIC SPECIALISTS: Voluntary Chapter 11 Case Summary
IDEARC INC: Primus Discloses Credit Default Swap Exposure
INTERTAPE POLYMER: Poor Operating Results Cue S&P's Junk Rating

IOWA FINANCE: S&P Downgrades Rating on $86.47 Mil. Bonds to 'BB+'
JOURNAL REGISTER: Balks at Panel's Bid to Conduct Probe
KITCHEN-QUIP, INC.: Voluntary Chapter 11 Case Summary
LANDAMERICA FIN'L: Court Sets April 9 Hearing on LoanCare Sale
M W SEWALL: Wants Schedules and SOFA Filing Extended until May 13

MACDERMID INC: S&P Cuts Senior Subordinated Notes to 'CCC+'
MAGNA ENTERTAINMENT: Auction & DIP Loan Hearings Moved to April 20
MAGNA ENTERTAINMENT: Panel Says Sale to MID Rife With Conflicts
MAGNA ENTERTAINMENT: Cordish Cos. Will Bid on Three Racetracks
MAGNA ENTERTAINMENT: Will Hire Restructuring Officer

MARKETPLACE ASSOCIATES: Voluntary Chapter 11 Case Summary
MEDIANEWS GROUP: Moody's Withdraws 'Caa3' Corporate Family Rating
MGM MIRAGE: Hires Morgan Stanley for Potential Sale of 2 Units
MICHAEL VICK: Court Rejects Chapter 11 Reorganization Plan
MINE WELD: Voluntary Chapter 11 Case Summary

MIRANT CORP: Settles 2001 Spinoff Rift With Southern for $202MM
N. CAROLINA MUTUAL: A.M. Best Cuts Fin'l Strength Rating to 'B-'
NEXSTAR FINANCE: Moody's Changes Default Rating to 'Caa2/LD'
NEXSTAR BROADCASTING: S&P Cuts Corporate Credit Rating to 'SD'
NORANDA ALUMINUM: Moody's Downgrades Default Rating to 'Ca/LD'

NOVA BIOSOURCE: Bankruptcy Filing Cues Default Under Debentures
NOVA BIOSOURCE: Court Approves Use of WestLB Cash Collateral
OHM HOTELS: Voluntary Chapter 11 Case Summary
PANOLAM INDUSTRIES: Forbearance Agreement Cues S&P's 'SD' Rating
PANOLAM INDUSTRIES: Moody's Cuts Corporate Family Rating to 'Ca'

PHOTRONICS INC: S&P Retains Developing CreditWatch on Ratings
PLAINS EXPLORATION: S&P Affirms 'BB' Rating on $200 Mil. Notes
PHILADELPHIA NEWSPAPERS: Seeks to Delay Hearing on DIP Financing
PRECISION PARTS: Cerion Acquires Firm, MPI International & Skill
R.W. HERTEL: Creditors Seek to Put Firm Into Bankruptcy

RBS GLOBAL: Private Exchange Offers Cues Moody's Junk Ratings
RELIANT CHANNELVIEW: Kelson's Appeal on $15MM Breakup Fee Denied
RICHARD RODNEY: Voluntary Chapter 11 Case Summary
RIDGEWAY COURT: Moody's Comments on Novation Agreement Entry
RIVIERA HOLDINGS: Won't File for Bankruptcy Protection Yet

ROGELIO R. MARTINEZ: Voluntary Chapter 11 Case Summary
ROYAL CAR: Voluntary Chapter 11 Case Summary
RUSSELL GECK: Voluntary Chapter 11 Case Summary
SALEM COMMUNICATIONS: Moody's Cuts Corporate Family Rating to 'B3'
SARATOGA RESOURCES: Bankruptcy Cues Default Under Loan Agreements

SHERWOOD FUNDING: Moody's Downgrades Rating on $20 Mil. Units
SILVER STATE: Court Lets AICCO to Collect $4MM Insurance Premium
SIMONA MARIA: Voluntary Chapter 11 Case Summary
SIX FLAGS: S&P Withdraws 'CCC' Corporate Credit Rating
SMURFIT-STONE CONTAINER: Will Shut Down Two Plants

SNOQUALMIE ENTERTAINMENT: S&P Puts 'B' Rating on Negative Watch
SOLUTIA INC: SK Capital Sale Deal Won't Affect S&P's 'B' Rating
SONIC AUTOMOTIVE: May Have to File for Bankruptcy Protection
SPARKS REGIONAL: Letter of Intent Won't Move Moody's 'Caa1' Rating
SPJST: A.M. Best Cuts Financial Strength Rating to B (Fair)

ST. THOMAS INC.: Voluntary Chapter 11 Case Summary
STATION CASINOS: S&P Downgrades Rating on Senior Notes to 'D'
SYNTAX-BRILLIAN: Court OKs Greenberg Traurig's $1.3MM Fees
TARRAGON CORP: Files Complaint Vs. Northland for Contract Breach
TARRAGON CORP: Wants Plan Filing Period Extended to August 10

TEKNI-PLEX INC: Moody's Withdraws 'Caa3' Corporate Family Rating
TITLE INSURANCE: A.M. Best Junks Financial Strength Rating
TYSON FOODS: Moody's Affirms Corporate Family Rating at 'Ba3'
UNITED SUBCONTRACTORS: Chapter 11 Filing Cues Moody's 'D' Rating
VERMONT EDUCATIONAL: S&P Cuts Ratings on Various Bonds to 'BB'

VERSO TECHNOLOGIES: Files First Amended Joint Plan of Liquidation
WELLCARE HEALTH: Moody's Confirms Senior Debt Rating at 'Ba2'
WILLOWBROOK-HINSDALE: Section 3241(a) Meeting Slated to April 30
ZOHAR WATERWORKS: Case Summary & 20 Largest Unsecured Creditors

* 2 Law Firms Form Alliance to Meet Bankruptcy Service Demand
* A.M. Best Issues Special Report on Title Insurers
* A.M. Best Says Chief Risk Officers Make Their Mark

* A.M. Best Says Widening Interest Margins Suggest Hope for Banks
* Akerman Expands Bankruptcy Practice with Key Additions
* Andrews Kurth Ranks High on ALM Corporate Scorecard

* Cadwalader's Smolinsky Joins Weil Gotshal as Partner
* David Powlen Rejoins Barnes & Thornburg's Restructuring Team
* Lawyers Say Traditional DIP Loans Scarce; Present Terms Pricey

* Rep. Nadler Introduces Bill to Repeal 2005 BACPA Provisions

* BOND PRICING -- For the Week From March 30 to April 3


                            *********


1901 LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 1901 LLC
        2503-D N. Harrison St.
        Mail Stop 107
        Arlington, VA 22207

Bankruptcy Case No.: 09-12244

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Steven B. Ramsdell, Esq.
                  Tyler, Bartl, Ramsdell & Counts, P.L.C.
                  700 S. Washington St., Suite 216
                  Alexandria, VA 22314
                  Tel: (703) 549-5000
                  Fax: (703) 549-5011
                  Email: sramsdell@tbrclaw.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/vaeb09-12244.pdf

The petition was signed by Garrett Hollman, sole owner and
managing member of the Company.


ABITIBIBOWATER INC: DBRS Likely to Cut Units' Ratings to 'D'
------------------------------------------------------------
Dominion Bond Rating Service notes that AbitibiBowater Inc.
announced that it is evaluating new restructuring alternatives and
is currently in active discussions with lenders and debt holders
of its Bowater Inc. subsidiary to restructure Bowater's debt and
to implement alternatives for maintaining adequate liquidity
levels.  These developments follow the expiration and termination
of Bowater's previously announced exchange offers.  Although the
successful completion of the exchange offers was a condition to
the completion of the previously announced
$2.4 billion recapitalization effort being undertaken by ABH's
Abitibi-Consolidated Inc. subsidiary under the Canada Business
Corporations Act, ABH and Abitibi currently intend to continue the
Abitibi recapitalization under the CBCA process and to amend such
process as necessary to take into account the developments in the
Bowater refinancing.  The meetings of creditors and anticipated
implementation dates are expected to be postponed.

DBRS's ratings on Bowater (C) and Bowater Canadian Forest Products
Inc. (C (low)) will remain Under Review with Negative Implications
until the restructuring efforts are resolved.  Bowater's Canadian
bank credit facility matures in June 2009 and Bowater has
approximately $248 million outstanding aggregate principal amount
of 9.0% debentures that mature August 1, 2009.  In the event that
the debt restructuring process goes beyond the maturity dates and
Bowater fails to meet its obligations, the ratings on Bowater and
Bowater Canadian Forest Products Inc. will likely be downgraded to
D in accordance with DBRS's methodology.


ABITIBI-CONSOLIDATED INC: Moody's Cuts Corp. Family Rating to 'Ca'
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Abitibi-Consolidated Inc. to Ca from Caa3 and the probability
of default rating to Ca/LD from Caa3.  At the same time, Moody's
lowered the corporate family and the probability of default
ratings of Bowater Incorporated to Ca from Caa3.  For Abitibi and
Bowater's other debt ratings, refer to the list below.  Abitibi's
probability of default rating of Ca/LD reflects the company's
missed US$347 million term loan repayment which was due on
March 31, 2009.  In approximately three days the LD (limited
default) designation will be removed and Abitibi's probability of
default rating will be Ca.  The SGL-4 speculative grade liquidity
ratings of Abitibi and Bowater were affirmed and the negative
rating outlooks remain.

The Ca corporate family ratings of Abitibi and Bowater reflect the
lack of financial flexibility, the uncertain near term debt
refinancing prospects given the current weak credit market
conditions and the potential for material losses in a distressed
restructuring scenario.  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.  In addition, the companies are also facing deteriorating
markets for their sawmill and market pulp operations.  Despite
lower input costs, a weaker Canadian dollar and the company's
potential to realize additional synergies, Moody's does not expect
Abitibi's or Bowater's operating performance to improve materially
over the next 12 to 18 months given the weak economic and industry
conditions.  The negative outlook reflects expectations that the
company's liquidity challenges coupled with the deteriorating
economic and industry conditions will continue.

Downgrades:

Issuer: Abitibi-Consolidated Company of Canada

  -- Senior Secured Regular Bond/Debenture, Downgraded to Caa2,
     LGD2, 24% from B2, LGD1, 08%

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C,
     LGD5, 77% from Ca, LGD4, 62%

  -- Senior Unsecured Shelf, Downgraded to (P)C from (P)Ca

Issuer: Abitibi-Consolidated Finance L.P.

  -- Multiple Seniority Shelf, Downgraded to (P)C from (P)Ca

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C,
     LGD5, 77% from Ca, LGD4, 62%

Issuer: Abitibi-Consolidated Inc.

  -- Probability of Default Rating, Downgraded to Ca/LD from Caa3

  -- Corporate Family Rating, Downgraded to Ca from Caa3

  -- Multiple Seniority Shelf, Downgraded to (P)C from (P)Ca

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C,
     LGD5, 77% from Ca, LGD4, 62%

Issuer: Bowater Incorporated

  -- Probability of Default Rating, Downgraded to Ca from Caa3
  -- Corporate Family Rating, Downgraded to Ca from Caa3

Moody's last rating action was on January 20, 2009, when Abitibi's
and Bowater's corporate family rating was downgraded to Caa3 from
Caa1.

Headquartered in Montreal, Quebec, with a regional office in
Greenville, South Carolina, AbitibiBowater is North America's
leader in newsprint and commercial printing papers.  Abitibi and
Bowater are separate legal entities and are the key operating
subsidiaries of AbitibiBowater, the publicly traded holding
company.


ABUNDANT RENEWABLE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Abundant Renewable Energy, LLC
        22700 NE Mountain Top Rd.
        Newberg, OR 97132

Bankruptcy Case No.: 09-32025

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Richard S. Ross, Esq.
                  Law Office of Richard S. Ross
                  1610 Columbia St.
                  Vancouver, WA 98660
                  Tel: (360) 699-1400

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/orb09-32025.pdf

The petition was signed by Robert W. Preus, managing member of the
Company.


AIR CANADA: Analysts Eye Possible Bankruptcy Filing
---------------------------------------------------
Reuters reports that Research Capital analyst Jacques Kavafian and
CanaccordAdams analyst Tom Varesh said that Air Canada may have to
file for bankruptcy.

Citing Mr. Kavafian, Reuters relates that Air Canada has spread it
operations too thin, and should reduce its domestic routes by 57%
and international routes by 53%.

According to Reuters, Air Canada disclosed last week that Montie
Brewer resigned as CEO and will be replaced by Calin Rovinescu.
Reuters states that Mr. Rovinescu was Air Canada's vice-president
of corporate development and strategy from 2000 to 2004, a period
that included its last restructuring under creditor protection.

Reuters quoted Mr. Kavafian as saying, "Air Canada needs to cut
over C$2 billion ($1.6 billion) from its fixed costs, and we
believe such a drastic surgery can best be achieved in bankruptcy
protection, given the large size of cuts required, and
Mr. Rovinescu is the right person for that."

Mr. Varesh, according to Reuters, said that an Air Canada second
bankruptcy won't be clear until the airline releases its second-
quarter results in August.  The report quoted him as saying, "The
key will be the extent to which it can cut costs and realize
substantial fuel savings, and the extent to which passenger demand
and price hold up during the peak summer travel season."

Air Canada (TSX: AC.A, TSX: AC.B) -- http://www.aircanada.com/--
is Canada's largest airline and flag carrier.  The airline,
founded in 1936, provides scheduled and charter air transportation
for passengers and cargo to 160 destinations worldwide.  Its
largest hub is Toronto Pearson International Airport in Ontario.
The airline is a founding member of Star Alliance, an alliance of
21 member airlines formed in 1997.  Air Canada's corporate
headquarters are located in Montreal, Quebec, since its move from
Winnipeg, Manitoba, in 1949.  The airline's parent company is the
publicly traded firm ACE Aviation Holdings.

As reported by the Troubled Company Reporter on February 27, 2009,
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Air Canada to 'B-' from 'B'.  At
the same time, S&P removed the rating from CreditWatch with
negative implications, where it was placed Dec. 2, 2008.  S&P said
that the outlook is negative.


AIR CANADA: Management Changes Won't Affect S&P's 'B-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that the changes in top
management at Air Canada (B-/Negative/--) would not, by
themselves, result in any change to S&P's rating on the Company.
Air Canada announced the appointments of Mr. Calin Rovinescu as
the new chief executive officer and Mr. Duncan Dee as the new
chief operating officer effective April 1, 2009.

The Company and the new management team will, in S&P's view,
continue to face numerous challenges.  These include maintaining
sufficient liquidity to stay onside Air Canada's financial
covenants, renewing key labor contracts maturing in mid-2009,
managing capacity in the currently weak market conditions, and
raising funds through sale and leaseback transactions with the
company's more modern aircraft.  S&P believes the change in
management highlights the severity of the challenges Air Canada
faces and the prospect that its strategic directions might be re-
evaluated.  S&P's rating factors in the Company's current efforts
to deal with these challenges and its priority to improve
liquidity.  In the near future, S&P will evaluate any change in
these efforts and in Air Canada's business and financial
strategies under the new management team.


ALLEGHANY CORP: AM Best Holds bb+ Debt Rating on Preferred Stock
----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
A (Excellent) and issuer credit ratings (ICR) of "a" of RSUI Group
(RSUI) (Atlanta, GA) and its members.  The outlook for the FSR is
stable, and the outlook for the ICRs is positive.

In addition, A.M. Best has affirmed the ICR of "bbb" and the debt
rating of "bb+" on $299.4 million 5.75% mandatory convertible
preferred stock, (converting into common stock in June 2009) of
RSUI's ultimate parent, Alleghany Corporation (Alleghany)
(Wilmington, DE) [NYSE:Y]. The outlook for these ratings is
positive.

Concurrently, A.M. Best has affirmed the FSR of A (Excellent) and
ICRs of "a" of Capitol Insurance Group (Capitol) (Madison, WI) and
its members.  The outlook for Capitol's ratings is stable.

The ratings for RSUI reflect its excellent capitalization, the
historical underwriting profitability of RSUI's various books of
business and the benefits it derives from being part of Alleghany.

Partially offsetting these positive rating factors is the group's
dependence on quota share reinsurance and exposure to weather
related losses as evidenced by the hurricane losses from Hurricane
Katrina in 2005.  However, management initiatives to reposition
the property portfolio after Hurricane Katrina have reduced RSUI's
exposure to hurricane losses and decreased the volatility of its
underwriting results.

The ratings for Capitol recognize its strong level of
capitalization, solid balance sheet liquidity, conservative
operating and underwriting leverage and its long-standing agency
relationships.

Capitol's current management team has taken various corrective
actions to improve performance and stem the tide of adverse loss
reserve development reported in earlier years.  These initiatives
have included applying a more conservative reserving method,
eliminating unprofitable agencies and business programs,
tightening underwriting procedures and practices, establishing
more adequate rates, increasing investments in technology and
system automation, as well as improving general operating
efficiencies.

The ICR of "bbb" has been affirmed for Alleghany Corporation.


ALLIED CAPITAL: Announcement Won't Affect S&P's 'BB+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on Allied
Capital Corp. (BB+/Watch Neg/--) is not affected by the company's
announcement that the administrative agent for its revolving
credit line has terminated substantially all of the unused
commitments under that credit line.  The rating reflects
deterioration in performance metrics, significant unrealized
depreciation in the firm's portfolio, and uncertainty regarding
management's ability to negotiate covenant relief with its
lenders.  Allied's announcement has little operational effect and
is in line with S&P's expectation that negotiations between Allied
and its lenders would occur over an extended period.  S&P remain
satisfied with management's efforts to reduce leverage by selling
assets.  Nevertheless, S&P could lower the rating if management is
unsuccessful in its negotiations, if Allied's coverage of interest
by realized earnings declines significantly, or if performance
deteriorates to the extent that S&P expects the firm to require
additional relief regarding net worth or interest coverage
covenants.  S&P will resolve the CreditWatch once Allied's
negotiations are finalized.  Given rapidly deteriorating operating
conditions, an upward revision of the ratings is unlikely in the
near term.


ANN HUETE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Ann Huete
        2349 Blue Bonnet Blvd.
        Houston, TX 77030
        Tel: (713) 667-9444

Bankruptcy Case No.: 09-31938

Type of Business: Health Care

Chapter 11 Petition Date: March 25, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Dean W. Ferguson, Esq.
                  Attorney at Law
                  4715 Breezy Point Drive
                  Kingwood, TX 77345
                  Tel: (281) 361-9103
                  Email: dwferg2003dm@yahoo.com

Total Assets: $3,228,205.00

Total Debts: $2,051,043.09

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

          http://bankrupt.com/misc/txsb09-31938.pdf

The petition was signed by Ann Huete.


ASARCO LLC: Grupo Mexico to Appeal $6 Billion Ruling
----------------------------------------------------
Bloomberg News' Hugh Collins reports that Grupo Mexico SAB has
indicated it will appeal a ruling requiring it to pay about
$6 billion in damages over a lawsuit related to ASARCO LLC's
bankruptcy.

Grupo Mexico, in a statement e-mailed to Bloomberg, said the
ruling is "incorrect" and "contradictory."

"On the one hand, [U.S. District Judge Andrew Hanen] had found
that the price paid for the SCC shares in 2003 was adequate and
reasonable and at the same time rules against GMexico with the
intention to award the most severe penalty possible," the company
told Bloomberg.

As reported by the Troubled Company Reporter on Friday, Judge
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 District Court 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 August 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
$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 December 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 $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
$2.7 billion in cash as well as a $440 million guarantee to assure
payment of all allowed creditor claims, including payment of
liabilities relating to asbestos and environmental claims.  AMC's
plan is premised on the estimation of the approximate allowed
amount of the claims against ASARCO.

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


ASARCO LLC: Fitch Waits for Appeal Ruling on Grupo Mexico Dispute
-----------------------------------------------------------------
The U.S District Court in Texas has ruled in favor of ASARCO LLC
in a lawsuit related to Asarco's bankruptcy case against Grupo
Mexico on April 1, 2009.  Grupo Mexico announced its intent to
appeal this ruling on April 3, 2009.  Fitch's Issuer Default
Rating (IDR) for Grupo Mexico, at 'BBB-', has been conservatively
maintained throughout the litigation process in anticipation of a
possible unfavorable ruling against the company and remains
unchanged.  Grupo Mexico reported a net cash position of
$49 million at the end of 2008, while generating EBITDA of
$2.9 billion.  On a consolidated basis, Grupo Mexico had
$1.931 billion of cash and marketable securities and $1.9 billion
of debt.  Of this first figure, approximately $778 million of cash
was at Grupo Mexico's copper subsidiary Southern Copper
Corporation, while another $138 million was at its railroad
subsidiary.

In the ruling, Grupo Mexico's copper holding company Americas
Mining Corporation has been ordered to pay cash damages to Asarco.
Fitch calculates the net cash payment to be about
$1.2 billion.  This payment consists of a portion of the dividends
paid by AMC's copper company SCC and its predecessor companies
from March 31, 2003 to April 15, 2009, offset by the original
purchase price paid by AMC to Asarco for its share of Southern
Peru Copper Corporation.

In addition, the District Court also ruled that Grupo Mexico
should transfer 30% of its stake in SCC to Asarco.  As of
April 3, 2009, Grupo Mexico owned 80% of the shares in SCC.  The
30% represents the combination of the 54.1% holding in SPCC when
it was held by Asarco, and its equivalent value following SPCC's
restructuring with Minera Mexico during 2005 to form SCC.

Fitch anticipates the level of EBITDA for Grupo Mexico on a
consolidated basis to decline to a range of $1.3 billion to USD1.5
billion during 2009, due to the decline in the price of copper.
Grupo Mexico demonstrates the ability to absorb a possible payment
to Asarco in the range of $1.2 billion, which would consist of
cash at the holding company level plus some additional debt.

Fitch notes that different outcomes are possible following the
appeal process, one of which is for Grupo Mexico to retain its
ownership of Asarco following its cash payment and 30% transfer of
SCC shares.  Should the current ruling be upheld following the
appeal, Fitch will assess the liquidity impact against the credit
metrics of the company at that point in time.  If a ruling was
made in Grupo Mexico's favor during the appeal process, a
favorable credit revision of Grupo Mexico and its copper
subsidiaries could occur.


ATA AIRLINES: Court OKs Planned Sale to Southwest; Plan Confirmed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana has
formally approved ATA Airlines' planned sale of its defunct
business to Southwest Airlines.

According to Indystar.com, ATA Airlines, which went bankrupt last
year partly due to high fuel costs, won't be revived.

ATA Airlines Inc. stepped Judge Basil Lorch III of the U.S.
Bankruptcy Court for the Southern District of Indiana, through the
statutory requirements under Sections 1129(a) and (b) of the
Bankruptcy Code necessary to confirm its First Amended Chapter 11
Plan.  Judge Lorch confirmed ATA Airlines' Plan on March 26, 2009.
He overruled all objections to the confirmation that have not been
withdrawn or resolved.

A copy of the order confirming ATA Airlines' First Amended
Chapter 11 Plan is available for free at:

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

The confirmation of the Plan also allows Southwest Airlines Co.
to buy the assets of ATA Airlines for $7.5 million and take
control of the airline's 14 takeoff and landing slots at
LaGuardia Airport in New York.

Bob Montgomery, Southwest Airlines' vice-president of properties,
said the company hopes to begin service at LaGuardia Airport
sometime this summer, according to a March 26 report by Terry
Maxon of DallasNews.  Southwest Airlines did not reveal where it
plans to fly from LaGuardia.

The 14 slots gives Southwest Airlines only seven departures a
day, however, the airline considers acquiring additional takeoff
and landing slots, the report said.

"Things at LaGuardia are changing very rapidly. We're in touch
with the Port Authority [of New York and New Jersey, which
operates the airport] and with the [Federal Aviation
Administration] on that whole mix. I think we would like to find
a way to acquire more slots," DallasNews quoted Mr. Montgomery as
saying.  Mr. Montgomery said that the slot rules of the FAA are
being reconsidered and there is a lack of clarity of what the
agency is going to do.

Airport officials reportedly agreed to lease Gate B2 in the
airport's Terminal B, with some assurances that Southwest
Airlines will be able to secure more space as it needs it.

Montgomery said that Southwest Airlines is anxious to experience
how New York will accept its service in that market.

"The experience on delays and air traffic is going to be
substantially different from what we've experienced in other
places in the country.  So we really want to understand all the
implications on our schedule, on our pricing and on our
customers," Mr. Montgomery said, reports DallasNews.  Southwest
Airlines, however, is optimistic that it will be in good shape to
succeed in that marketplace.

LaGuardia's takeoffs and landings are limited by the U.S.
Department of Transportation and Federal Aviation Administration
due to congestion and delays.  Both agencies are attempting to
reduce the number even more.  The airline industry, however, has
been able to block the government's effort in court.

Under the Plan, all of ATA Airlines' remaining contracts and
leases were rejected and none were assumed.  Netdocketsblog.com
reports that under a global settlement, ATA Airlines has agreed
with its unions that all collective bargaining agreements are
deemed terminated and rejected under section 1113 of the
Bankruptcy Code.

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on
December 12, 2008, two weeks after it completed the sale of its
key assets to Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATLANTIC BROADBAND: S&P Raises Corporate Credit Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Quincy, Massachusetts-based cable TV provider Atlantic Broadband
Finance LLC, including the corporate credit rating to 'B+' from
'B'.  At the same time, S&P removed the ratings from CreditWatch,
where they were placed with positive implications on Feb. 26,
2009, pending release of the company's fourth-quarter results.
The outlook is stable.

In addition, S&P is raising the issue-level rating on Atlantic
Broadband's secured credit facility to 'BB-' (one notch above the
corporate credit rating), and revising the recovery rating on the
debt to '2' from '3'.  The '2' recovery rating indicates the
expectation for substantial (70%-90%) recovery in the event of a
payment default.

S&P also raised the issue-level rating on the company's senior
subordinated unsecured debt to 'B-' (two notches below the 'B+'
corporate credit rating), and the recovery rating remains
unchanged at '6', indicating the expectation for negligible (0%-
10%) recovery in the event of a payment default.  The issue-level
rating change for the secured debt is due the upgrade of the
company and the improved recovery prospects, while the unsecured
debt rating change is solely due to the raised corporate credit
rating.

"The upgrade is due to the company's improved financial profile as
adjusted leveraged has declined to 6.1x debt to latest-12-month
EBITDA, as of Dec. 31, 2008," said Standard & Poor's credit
analyst Naveen Sarma.  Another factor is S&P's expectations that
the company will generate meaningful free cash flow in 2009.
About $608 million of debt is affected by this action.


AUTO SPA: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Auto Spa Express Inc.
        2028 W Sunset Blvd.
        Los Angeles, CA 90026

Bankruptcy Case No.: 09-16892

Chapter 11 Petition Date: March 25, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: Miguel Montes, Esq.
                  11350 E. Valley Blvd., Ste. 100
                  El Monte, CA 91731
                  Tel: (626) 443-3001
                  Fax: (626) 443-3085

Total Assets: $3,062,600.00

Total Debts: $3,104,656.06

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

          http://bankrupt.com/misc/cacb09-16892.pdf

The petition was signed by Jonathan Kim, chief executive officer
of the Company.


BANK OF AMERICA: To Pay $713 Million in TARP Preferred Dividends
----------------------------------------------------------------
Bank of America Corporation said its Board of Directors has
authorized roughly $713 million in dividend payments to the U.S.
government under the Troubled Asset Relief Program.

Bank of America paid its first dividends totaling $402 million to
the U.S. Department of the Treasury in February, reflecting the
company's ongoing commitment to pay back taxpayers as quickly as
possible.

Dividends related to the government's investment in the company
under TARP include:

   -- The cash dividend of $312.50 per share, or a total of
      approximately $188 million, on the Fixed Rate Cumulative
      Perpetual Preferred Stock, Series N, is payable on May 15,
      2009, to the Treasury Department, the shareholder of record
      as of April 30, 2009.  This quarterly dividend payment
      relates to the government's $15 billion investment in Bank
      of America made under the Capital Purchase Program of TARP.

   -- The cash dividend of $312.50 per share, or a total of
      approximately $125 million, on the Fixed Rate Cumulative
      Perpetual Preferred Stock, Series Q, is payable on May 15,
      2009, to the shareholder of record, the Treasury Department,
      as of April 30, 2009.  This quarterly dividend payment
      relates to the government's $10 billion investment in
      Merrill Lynch & Co., Inc., made under the Capital Purchase
      Program of TARP.

   -- The cash dividend of $500 per share, or a total of
      approximately $400 million, on the Fixed Rate Cumulative
      Perpetual Preferred Stock, Series R, is payable on May 15,
      2009, to the shareholder of record, the Treasury Department,
      as of April 30, 2009.  This quarterly dividend payment
      relates to the government's $20 billion investment in Bank
      of America on January 16, 2009, under TARP.

Separately, the Board of Directors authorized these dividends on
preferred stock:

   -- A quarterly cash dividend of $0.38775 per depositary share
      on the 6.204 percent Non-Cumulative Preferred Stock, Series
      D, is payable on June 15, 2009, to shareholders of record
      as of May 29, 2009.

   -- A quarterly cash dividend of $0.24722 per depositary share
      on the Floating Rate Non-Cumulative Preferred Stock, Series
      E, is payable on May 15, 2009, to shareholders of record as
      of April 30, 2009.

   -- A quarterly cash dividend of $0.5125 per depositary share
      on the 8.20 percent Non-Cumulative Preferred Stock, Series
      H, is payable on May 1, 2009, to shareholders of record as
      of April 15, 2009.

   -- A quarterly cash dividend of $0.4140625 per depositary
      share on the 6.625 percent Non-Cumulative Preferred Stock,
      Series I, is payable on July 1, 2009, to shareholders of
      record as of June 15, 2009.

   -- A quarterly cash dividend of $0.453125 per depositary share
      on the 7.25 percent Non-Cumulative Preferred Stock, Series
      J, is payable on May 1, 2009, to shareholders of record as
      of April 15, 2009.

   -- A semi-annual cash dividend of $40.625 per depositary share
      on the Fixed-to-Floating Rate Non-Cumulative Preferred
      Stock, Series M, is payable May 15, 2009, to shareholders
      of record as of April 30, 2009.

   -- A quarterly cash dividend of 0.18542 per depositary share
      on the Floating Rate Non-Cumulative Preferred Stock, Series
      1, is payable on May 28, 2009, to shareholders of record as
      of May 15, 2009.

   -- A quarterly cash dividend of 0.18542 per depositary share
      on the Floating Rate Non-Cumulative Preferred Stock, Series
      2, is payable on May 28, 2009, to shareholders of record as
      of May 15, 2009.

   -- A quarterly cash dividend of 0.3984375 per depositary share
      on the 6.375 percent Non-Cumulative Preferred Stock, Series
      3, is payable on May 28, 2009, to shareholders of record as
      of May 15, 2009.

   -- A quarterly cash dividend of 0.24722 per depositary share
      on the Floating Rate Non-Cumulative Preferred Stock, Series
      4, is payable on May 28, 2009, to shareholders of record as
      of May 15, 2009.

   -- A quarterly cash dividend of 0.24722 per depositary share
      on the Floating Rate Non-Cumulative Preferred Stock, Series
      5, is payable on May 21, 2009, to shareholders of record as
      of May 1, 2009.

   -- A quarterly cash dividend of 0.41875 per depositary share
      on the 6.70 percent Non-Cumulative Perpetual Preferred
      Stock, Series 6, is payable on June 30, 2009, to
      shareholders of record as of June 15, 2009.

   -- A quarterly cash dividend of 0.390625 per depositary share
      on the 6.25 percent Non-Cumulative Perpetual Preferred
      Stock, Series 7, is payable on June 30, 2009, to
      shareholders of record as of June 15, 2009.

   -- A quarterly cash dividend of 0.5390625 per depositary share
      on the 8.625 percent Non-Cumulative Preferred Stock, Series
      8, is payable on May 28, 2009, to shareholders of record as
      of May 15, 2009.

The Merrill Lynch Board of Directors declared these dividends:

   -- A quarterly cash dividend of $2,250 per share on the
      Merrill Lynch 9 Percent Non-Voting Mandatory Convertible
      Non-Cumulative Preferred Stock, Series 2, is payable on
      May 28, 2009, to shareholders of record as of May 15, 2009.

   -- A quarterly cash dividend of $2,250 per share on the
      Merrill Lynch 9 Percent Non-Voting Mandatory Convertible
      Non-Cumulative Preferred Stock, Series 3, is payable on
      May 28, 2009, to shareholders of record as of May 15, 2009.

                          Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- 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 serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
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 support to more than 4 million small business
owners.  The company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.


BELLISIO FOODS: S&P Puts 'B' Corporate Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Duluth, Minnesota-based Bellisio Foods Inc., including its 'B'
corporate credit rating, on CreditWatch with negative
implications, meaning that S&P could lower or affirm the ratings
on completion of its review.  S&P estimate that Bellisio had about
$187 million in debt as of Dec. 28, 2008.

"The CreditWatch placement reflects our concerns about the
company's very tight covenant cushion," said Standard & Poor's
credit analyst Christopher Johnson.  S&P estimate that the company
had less than a 5% EBITDA cushion on its maximum debt to EBITDA
and senior debt to EBITDA covenants, with required levels of 4x
and 3.25x, respectively, as of Dec. 28, 2008.  Given that these
covenants step down by a quarter turn each on April 19, 2009, S&P
is concerned about the Company's ability to maintain compliance
with these covenants.

"Standard & Poor's will review the Company's ability to improve
its covenant cushion and maintain adequate liquidity before
resolving the CreditWatch placement," he continued.


BERNARD L. MADOFF: Former Clients Want Owner's Bankruptcy
---------------------------------------------------------
Owen Thomas at Gawker.com reports that an attorney for more than
70 former clients of Bernard L. Madoff wants to put the Ponzi
schemer into bankruptcy.

Gawker.com relates that federal marshals have already confiscated
Mr. Madoff's $9 million Palm Beach home and $2 million yacht.
According to the report, Mr. Madoff would be sentenced to life in
prison after pleading guilty to a $50 billion Ponzi scheme.

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.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  Irving H. Picard, Esq., was appointed as trustee for the
liquidation of BLMIS, and Baker & Hostetler LLP was appointed as
counsel.

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


BERNARD L. MADOFF: Luxembourg Court Names Liquidators for 2 Funds
-----------------------------------------------------------------
A Luxembourg judge appointed liquidators to the LuxAlpha
Sicav-American Selection and Herald (Lux) US Absolute Return
funds, two investment vehicles tied to Bernard Madoff, Bloomberg
News reports.

According to the report, Judge Christiane Junck named Alain
Rukavina and Paul Laplume as liquidators for LuxAlpha, and Carlo
Reding and Ferdinand Burg as liquidators for Herald Lux.

The liquidators, the report says, will have to provide the court
by July 2 a total amount of the claims investors have against each
fund.

The report relates LuxAlpha and Herald were among 17 funds and
sub-funds forced to suspend customer redemptions after disclosures
of losses from investments with Madoff.  LuxAlpha once had US$1.4
billion in assets and Herald Lux had US$225.7 million in assets as
of Oct. 31, Bloomberg News discloses.

"More funds will follow," Bloomberg News quoted Lex Thielen, a
lawyer at Luxembourg law firm Thielen & Associes, as saying.  "The
liquidation of these funds is the best thing that can happen to
protect the investors' interests."

                    About Bernard L. Madoff

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

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

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

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

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


BETHANY ROLLING: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bethany Rolling Hills, LLC
        301A South Ham Lane
        Lodi, CA 95242

Bankruptcy Case No.: 09-12937

Debtor-affiliates filing subject to Chapter 11 petitions on
April 1, 2009:

        Entity                                     Case No.
        ------                                     --------
Rolling Hills Apartments, LLC                      09-12938
Falcon Pointe Apartment Associates, LLC            09-12939
Rockrimmon Apartment Associates, LLC               09-12940
Waterfield Apartment Associates, LLC               09-12941

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

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

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

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

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

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

Court: Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Evan D. Smiley, Esq.
                  esmiley@wgllp.com
                  Weiland, Golden, Smiley, et al.
                  650 Town Center Dr., Ste. 950
                  Costa Mesa, CA 92626
                  Tel: (714) 966-1000

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
TreeHill Landscape                               $176,405
5675 Farifax Street
Commerce City, CO 80022

Cass Utility Billing           trade debt        $131,780
900 Chelmsford Street
Lowell, MA 01851

USG Landscape & Snow                             $112,725
Removal aka Capital
PO Box 930330
Atlanta, GA 31193-0330

Willmar                        trade debt        $61,541

Redi Carpet of Colorado Inc.   trade debt        $29,660

Darby Enterprises              trade debt        $15,882

For Rent                       trade debt        $15,858

International Services         trade debt        $15,183

Choppers Landscaping Inc.      trade debt        $13,508

Top Gun Cleaning & Restoration trade debt        $11,400

International Service          trade debt        $10,615

Bestyard.com LLC               trade debt        $10,367

Real Estate Personnel Inc.     trade debt        $10,067

Aquila                         trade debt        $8,235

Hall & Company                 trade debt        $7,967

DL Construction                                  $7,268

The petition was signed by Terry Knutaon, president.


BI-LO LLC: Koninklijke Ahold Protest Access to GE $35MM DIP Loan
----------------------------------------------------------------
Koninklijke Ahold N.V. objects request to obtain $35 million in
senior secured superpriority postpetition financing from GE
Business Financial Services fka Merrill Lynch Capital, a division
of Merrill Lynch Business Financial Services Inc., proposed by
Bi-Lo LLC and its debtor-affiliates in the United States
Bankruptcy Court for the District of Southern Carolina.

Koninklijke Ahold says the DIP facility, which will be used to
fund the postpetition operation of the Debtors' business, is
extravagant if not outrageous.  The lender, Koninklijke Ahold
notes, has required that the Debtors to agree to:

  * elevate over $65 million of its prepetition loans to the
    status of super-priority administrative claims;

  * fix defects in the collateral package of the lender by
    granting priming liens in and to substantially all of the
    Debtors' assets, including the vast majority of the Debtors'
    valuable leaseholds, which are currently not part of the
    lenders' collateral package;

  * waive all claims the estates may have against the lenders;
    and

  * grant the lenders liens in and to the estates' avoidance
    rights and actions under Chapter 5 of the Bankruptcy Code.

According to Koninklijke Ahold, the provisions are in direct
conflict with fundamental bankruptcy policy -- they disrupt the
priority scheme contemplated by the Bankruptcy Code and offend the
principle that equally situated creditors should be treated
equally.  Furthermore, the provisions provide an unfair advantage
to the prepetition claims of the lender and are highly prejudicial
to the Debtors' estates and their other stakeholders.

David B. Wheeler, Esq., at Moore & Van Allen PLLC, says these
extraordinary circumstances are not present here.  First, the DIP
motion does not make out a case of "do or die" urgency.  Indeed,
to the contrary, the budget filed in connection with the DIP
motion indicates that the Debtors now have unrestricted cash on
hand of nearly $9 million and anticipate operating on a cash-flow
positive or neutral basis throughout most of the projection
period; the most substantial exception to that outlook is caused
by the Debtors' apparent view that they must pay approximately
$21 million of prepetition claims to its primary supplier, C&S
Wholesale Grocers, Inc., in the second or third week of the
case, Mr. Wheeler points out.  And that payment, if made in
full at that time, only requires an anticipated use of about
$6 million of new financing suggesting at least the possibility
of negotiating a structured payout that could conform to the
Debtors' wherewithal without any new financing, he notes.

Mr. Wheeler relates, as importantly, assuming the new money
component of the financing is essential or at least important to
the preservation of the business and maximization of value,
Koninklijke Ahold has committed to provide the Debtors access to
the proposed $35 million of New Loans on the same economic terms,
secured only by a junior lien on the Debtors' encumbered assets
and a first lien on the Debtors' unencumbered assets, and without
any of the onerous strings attached that improperly shift the
value to the lenders.

Mr. Wheeler says, there will be no "roll-up" of prepetition
claims, enhancement of the prepetition collateral package,
encumbrance of estate avoidance actions, waiver of estate claims
and causes of action against the lenders. In addition, Koninklijke
Ahold has eliminated the borrowing base concept from the financing
to insure that the entire amount of the financing will be
available to the Debtors throughout the financing term, Mr.
Wheeler concludes.

                          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.


BI-LO LLC: Gets Court's Interim OK of $125MM GE Capital Facility
----------------------------------------------------------------
BI-LO, LLC, and certain affiliates received interim Court approval
of a revised debtor-in-possession financing facility of
$125 million received from GE Capital.

"We are pleased to have reached this agreement and to have
received interim Court approval to access this DIP financing.
Over the course of the past week, we have evaluated several DIP
financing proposals from multiple lenders.  The revised agreement
we have reached with GE Capital provides us with more liquidity on
better overall terms than originally proposed," said Michael
Byars, President and Chief Executive Officer of BI-LO.

Mr. Byars added, "While BI-LO continues to have significant
operational momentum and intends to fund operations primarily
through its cash on hand and cash generated from operations, this
interim DIP financing further strengthens the Company's financial
position.  We remain committed to offering our customers the same
top quality brands and high quality fresh foods, all at a great
value."

As reported by the Troubled Company Reporter on March 31, 2009,
BI-LO officials said that they have received a commitment for $100
million in the special form of financing arranged by GE Capital
Corp.  Josiah M. Daniel III, Bi-Lo's bankruptcy counsel, told the
Hon. Helen Burris of the U.S. Bankruptcy Court for the District of
South Carolina that the Company is off to a great start in its
reorganization but still needs debtor-in-possession funding to
proceed and reassure vendors.

John Cunningham, Esq., counsel to Ahold, Bi-Lo's former owner that
still guarantees numerous leases for the Company's locations --
said that the firm would offer Bi-Lo a competing financing
arrangement.  Mr. Cunningham said that Ahold is offering Bi-Lo $35
million in debtor-in-possession funding.

Douglas Bacon, Esq., counsel to GE Capital, disputed Ahold's
offer, particularly the use of cash and cash equivalents,
describing portions of Ahold's offer as outrageous.

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

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.


BOMBARDIER RECREATIONAL: S&P Junks Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on recreational products manufacturer
Bombardier Recreational Products Inc. to 'CCC+' from 'B-'.  At the
same time, S&P lowered the ratings on BRP's various debt issues by
one notch.

S&P removed the secured revolving credit facility rating from
CreditWatch with negative implications because it will not be
affected by BRP's proposed distressed debt offering.  However, the
corporate credit and secured term loan ratings remain on
CreditWatch negative, where they were placed Nov. 24, 2008.

"These rating actions follow BRP's announcement that it is seeking
bank permission through an amendment to its credit agreement to
repurchase term loan debt at a discount from par using an
auction," said Standard & Poor's credit analyst Lori Harris.  The
proposed debt repayment will be funded by the injection of
additional capital from shareholders and outside sources.

If lenders approve the amendment, S&P expects BRP to commence an
auction to repurchase up to US$250 million of its term debt
maturing in 2013 at a significant discount to par.  Under Standard
& Poor's criteria, S&P views a formal cash tender offer or
exchange offer at a discount by a company under substantial
financial pressure as a distressed debt exchange and tantamount to
a default.  When and if this happens, barring other factors, S&P
expects to lower S&P's corporate credit rating on BRP to 'CC' upon
acceptance of the amendment and to 'SD' upon completion of the
first exchange offer.  In addition, S&P expects to lower its
rating on issues repurchased under the tender offer to 'D'
(default).  The 'SD' and 'D' ratings are expected to remain in
place through the term of the open auction.  Upon completion of
the auction, S&P then expect to assign new corporate credit and
issue ratings to BRP, representative of the default risk after the
financial restructuring.

"We believe the tender offer, if successful, will reduce debt and
cash interest expense, and will decrease BRP's risk of a default,"
said Standard & Poor's credit analyst Lori Harris.  "We feel BRP
is under financial pressure to reduce its debt burden by retiring
debt for less than originally contracted," Ms. Harris added.

In S&P's view, investors' potential willingness to accept a
substantial discount to contractual terms provides evidence that
they have doubts about receiving full payment on obligations, even
though the term debt is secured.

Standard & Poor's will keep the corporate credit rating on BRP on
CreditWatch until such time as S&P lower it to 'SD' because of a
term loan repurchase below par.  Alternatively, S&P could remove
the ratings from CreditWatch if the amendment is declined.  Should
the amendment be approved and the term loan repurchases reach the
permitted maximum, S&P's preliminary expectation is that S&P could
return the corporate credit rating on BRP to the 'B' category.
S&P believes the revised capital structure could substantially
reduce BRP's cash interest expense in the next couple of years and
meaningfully lower the company's debt outstanding.


BOWNE & CO: S&P Affirms Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on New York, New York-based Bowne & Co. Inc. and
removed it from CreditWatch, where it was originally placed with
negative implications Nov. 12, 2008.  The rating outlook is
negative.

In addition, S&P affirmed its issue-level rating on Bowne's
convertible subordinated debentures at 'CCC+' (two notches lower
than the 'B' corporate credit rating on the company).  This issue-
level rating was also removed from CreditWatch, in conjunction
with the removal of the corporate credit rating.  The recovery
rating of '6' on this debt, indicating S&P's expectation of
negligible (0% to 10%) recovery for debtholders in the event of a
payment default, remains unchanged.

The affirmation of the 'B' corporate credit rating recognizes the
amendment and extension of the company's credit facility.  In
addition, S&P expects the company to have the flexibility to repay
debt in the coming quarters despite S&P's belief that difficult
operating conditions will continue to affect Bowne's major
business segments.  S&P believes that Bowne borrowed on its
revolver for working capital needs during the first quarter of
2009, and that a portion of the proceeds from the term loan
component of its amended facility, as well as cash generated from
operations, will be used to repay revolver balances throughout the
remainder of the year.  Still, the negative rating outlook
reflects the deterioration in Bowne's operating performance over
the past few quarters and S&P's expectation that operating
conditions will remain challenging throughout 2009.

"The 'B' rating reflects Bowne's concentration in the competitive
financial print business and its exposure to the volatility
related to transaction-based financial printing volumes, which are
subject to changes in capital market activities," said Standard &
Poor's credit analyst Michael Listner.

Given recent operating performance, the company's credit measures
have deteriorated rapidly during the second half of 2008,
resulting in total debt to EBITDA (adjusted for operating leases
and pension and post-retirement obligations) of 5.4x at Dec. 31,
2008, versus 2.1x in the prior-year period.  S&P expects that the
decline in operating performance will moderate during 2009, based
on incremental revenue from acquisitions completed in April and
July of 2008, as well as cost-containment measures that the
company has taken.

Bowne specializes in transaction-based printing for IPOs and
mergers and acquisitions, compliance financial printing, mutual
fund printing and reporting, digital printing, and marketing
communications.  Major competitors include R.R. Donnelley & Sons
Co. and Merrill Corporation.


BRANDYWINE REALTY: Fitch Downgrades Issuer Default Rating to 'BB+'
------------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Brandywine Realty
Trust and Brandywine Operating Partnership, L.P.:

Brandywine Realty Trust

  -- Issuer Default Rating to 'BB+' from 'BBB-';
  -- Preferred stock to 'BB-' from 'BB+'.

Brandywine Operating Partnership, L.P.

  -- IDR to 'BB+' from 'BBB-';
  -- Unsecured revolving credit facility to 'BB+' from 'BBB-';
  -- Senior unsecured notes to 'BB+' from 'BBB-'.

Fitch has also revised the Rating Outlook to Negative from Stable.

The ratings downgrade centers on the substantial cash needs of
Brandywine in 2009 and 2010 and the weakening macro commercial
real estate environment.  Brandywine has $428 million of unsecured
debt maturing in 2009 and 2010 and combined with the cash needed
to complete development costs, Brandywine could potentially face a
sizeable liquidity shortfall.  Fitch calculates that Brandywine
had a liquidity surplus of $47 million, measured by cash,
availability under its line of credit, and retained cash flows
from operating activities after expected cash dividends less debt
maturities and recurring capital expenditures through Dec. 31,
2010.  In the event the company is unable to obtain construction
financing for several of its development projects, Brandywine's
liquidity shortfall could exceed $270 million.

The Negative Outlook centers on the expectation that Brandywine's
leverage will remain elevated as assets are encumbered to meet
these cash needs and as such, Brandywine's credit profile is
expected to weaken.  While Brandywine's management has a capital
plan in place to meet these upcoming cash needs, execution of the
plan, which includes executing certain asset sales in 2009, may be
hampered as commercial real estate fundamentals remain under
pressure and severe dislocations in the capital markets persist.
Additionally, while Brandywine's portfolio currently has high
occupancy rates, over the next two years, increasing vacancy
rates, negative absorption and weaker year over year rent growth
in Philadelphia CBD, Reston/Herndon, and Southwest Austin, may
challenge the company's portfolio.

As of Dec. 31, 2008, Brandywine had stabilized assets in the
unencumbered pool with a gross book value of approximately $3.8
billion, representing 82% of the total portfolio and Fitch
calculated Brandywine's unencumbered asset coverage to be 1.66
times (x), which is adequate for the rating category and modestly
above the 1.5x as of Dec. 31, 2007.  While these metrics are
appropriate for the rating category, they are expected to weaken
with Brandywine's plan for asset sales and encumbrance of existing
assets to meet upcoming debt maturities.

While Brandywine's risk-adjusted capital ratio, at a 'BB' stress,
improved to 0.89x as of Dec. 31, 2008, up from 0.77x on Dec. 31,
2007 due to an increase in unencumbered assets, ratio is weak at
the 'BB' rating category.  Fitch notes however there are
offsetting factors such as Brandywine's high quality asset base.

Positively, Brandywine has had solid operating cash flow since the
Prentiss acquisition in 2006, improved its pool of unencumbered
assets, maintained a solid leasing profile and Brandywine's senior
management has maintained a long, successful track record in its
mid-Atlantic markets.  Brandywine's granular and diverse tenant
base, along with the manageable lease expiration schedule with
fewer than 16% of annualized base rents coming due in any given
year, gives stability to the company's operating cash flow.  While
Brandywine's core portfolio, which excludes assets under
development or redevelopment, was only 90.2% leased on Dec. 31,
2008 as compared to 93.9% as of Dec. 31, 2007, the company has
been able to maintain strong tenant retention statistics
historically in the 75%-80% range.  No tenant represents more than
3% of base rents and 10 of the top 20 tenants have investment
grade ratings from Fitch.  Fitch notes that Brandywine's leasing
activity within its redevelopment properties had been limited with
the portfolio at 69% leased as of Dec. 31, 2007 and Dec. 31, 2008.

Fitch could revise the Rating Outlook to Stable if Brandywine:

  -- Has a liquidity surplus, after taking into account future
     development spending, as of Dec. 31, 2009;

  -- Maintains EBITDA/fixed charges above 1.8x;

  -- Maintains a UA/UD above 1.7x.

Going forward, pressure in these metrics may result in a downgrade
of Brandywine's ratings:

  -- If recurring EBITDA divided by total fixed charges were to
     decrease below 1.3x (in 2008, recurring EBITDA divided by
     total fixed charges was 1.9x);

  -- If secured debt-to-total gross assets were to increase above
     30% (as of Dec. 31, 2008 secured debt to total gross assets
     was 17.7%);

  -- If unencumbered assets-to-unsecured debt falls below 1.5x.

Brandywine Realty Trust is an office REIT (with some industrial
properties) that actively participates in acquiring, developing,
redeveloping, leasing and managing properties, primarily in select
markets in the mid-Atlantic region and California.  As of Dec. 31,
2008, Brandywine had $4.7 billion in total book assets.  Its
stabilized portfolio consisted of 214 office properties, 22
industrial facilities, and one mixed-use project.  The portfolio
represents approximately 23.6 million net rentable square feet.
The company also holds two properties under development and six
properties under redevelopment containing an aggregate of
2.3 million net rentable square feet.


CANADIAN SUPERIOR: Palo Alto Demands Chairman Noval's Ouster
------------------------------------------------------------
Palo Alto Investors, LLC, an investment advisory firm, last week
issued an open letter to the board of directors and shareholders
of Canadian Superior Energy, Inc. (CA:SNG) to "further expose the
failings, misconduct and inadequate corporate governance of the
current Board and again demand that the Board be reconstituted to
include truly independent Directors with relevant international
oil and gas expertise."

PAI believes a new Board will ensure that the Company is
effectively equipped for future success, particularly as it
emerges from court-approved creditor protection.  PAI said the
existing Board has failed in its duties to shareholders,
including:

   -- the management of the Company's key growth asset (Block
      5(c) in Trinidad and Tobago) has been placed in the hands
      of a court-appointed receiver;

   -- the Company itself has sought and obtained protection from
      its creditors pursuant to the Companies Creditors'
      Arrangement Act; and

   -- Challenger Energy Corp. (CDNX:CHQ.V), a company of which
      Greg Noval, Canadian Superior's Executive Chairman, is the
      largest shareholder, was inappropriately loaned $14 million
      by Canadian Superior in September 2008, and now Challenger
      itself has also sought and obtained creditor protection
      under the CCAA.

The key driver of PAI's intent to reconstitute the Board is the
need to remove the Company's Executive Chairman, Mr. Noval, who
has insurmountable conflicts of interest, PAI said.

On February 17, 2009, PAI requisitioned a meeting of shareholders
to consider PAI's alternative slate of directors.  PAI will be
preparing a dissident proxy circular which will set out its
alternative slate of directors for election at the Annual and
Special Meeting of shareholders of the Company called for
June 26, 2009.  The dissident proxy circular will be publicly
filed and will be mailed to all shareholders.

According to PAI, Mr. Noval's conflicts of interest include:

   -- Mr. Noval is the Executive Chairman of Canadian Superior,
      giving him significant influence over the Board. As a
      principal of the Company, PAI believes he is also
      authorized to execute contracts, make hiring decisions and
      spend the Company's funds with limited oversight.  Mr.
      Noval owns or controls 480,044 Canadian Superior shares,
      representing only 0.03% of the issued and outstanding
      shares of Canadian Superior.

   -- Mr. Noval is the founder of, and a significant investor in,
      Challenger, with which the Company has entered into certain
      imprudent commercial arrangements.  Based on public
      information, Mr. Noval owns or controls 4,306,200 shares of
      Challenger, representing approximately 10.1% of the issued
      and outstanding shares of Challenger.  Based on public
      filings, Mr. Noval also owns warrants and options entitling
      him to acquire up to 1,000,000 additional Challenger shares
      at varying prices, which, if exercised, would increase his
      ownership interest in Challenger to 12.4%.

   -- Until October 23, 2008, Mr. Noval was also the Chairman of
      the Board of Directors of Challenger, meaning that at the
      time of the bridge loan made by Canadian Superior to
      Challenger, Mr. Noval was Chairman of the Board of both
      Canadian Superior and Challenger.

In PAI's view, Mr. Noval's financial interest in Challenger has
caused him to put the interests of Challenger before the interests
of Canadian Superior, to the significant detriment of the
Company's stakeholders.  The Board has been complicit in Mr.
Noval's actions.

Challenger was originally established as a financing vehicle to
assist with the development of the Company's Block 5(c) project in
Trinidad.  Challenger was created by Mr. Noval, and he was the
initial major shareholder.

In 2005, the Company accepted an offer from Challenger of a
"third-for-a-quarter", or 33% of development expenses for a 25%
ownership interest in Block 5(c), and executed an Amended and
Restated Participation Agreement with Challenger.  At that time,
Challenger had no other assets, no operating history and no
management team.  Canadian Superior indicated to PAI that it
preferred Challenger's offer to at least one higher offer as
Challenger was willing to (i) forego having its 25% Working
Interest in Block 5(c) assigned to it until after the completion
of payments on a three-well exploration program, and (ii)
potentially participate in the drilling of another offshore well
near Nova Scotia.

Mr. Noval then used the award of the Trinidad drilling option as
the basis for raising money in Challenger and ultimately taking it
public on the TSX in Canada and the AMEX in the United States.
The differentiating aspects of Challenger's offer, which were the
reasons given by the Company to PAI for choosing Challenger as a
partner, have not to date been fulfilled.

As 2008 unfolded, the damage from the agreement with Challenger,
and the extent of Mr. Noval's unchecked conflict, became clear to
the Company.  Challenger has failed to live up to its commitments
to Canadian Superior under the Participation Agreement and under
the bridge loan. Challenger is now in CCAA creditor protection.
Throughout 2008 and to today, Mr. Noval's interests have become
increasingly unaligned with the interests of Canadian Superior and
its shareholders.

In addition to Mr. Noval's significant conflict of interest with
regard to Challenger, PAI noted additional conflicts of interest
that further highlight PAI's concerns that Mr. Noval's interests
are not properly aligned with the interests of Canadian Superior
shareholders:

   -- One of Canadian Superior's assets is the Liberty Natural
      Gas Project in the New York/New Jersey area.  Liberty is
      structured as a joint venture to be operated by a company
      known as Excalibur Energy (U.S.A.) Inc., with Canadian
      Superior and Global LNG Inc. each holding a 50% interest in
      Excalibur.  Based on publicly available information, PAI
      understands that Global is controlled by Greg Noval.

   -- Canadian Superior manages the payroll of Hughes Air Corp.
      Hughes is a company that is controlled by Mr. Noval.  The
      Hughes payroll has typically been advanced by Canadian
      Superior.  There is approximately $17,000 owed to Canadian
      Superior by Hughes.

   -- The Monitor appointed by the court in connection with
      Canadian Superior's CCAA creditor protection has reported
      that "Canadian Superior and Challenger have had initial
      discussions regarding the possibility of a joint marketing
      effort in light of the fact both parties are independently
      engaged in a marketing process in respect of Block 5(c)".
      Jointly marketing a 50% interest in Block 5(c) would serve
      to significantly benefit Challenger -- and thereby Mr.
      Noval as the largest shareholder of Challenger -- since it
      would facilitate a sale of control of Block 5(c) to a third
      party.

PAI said mismanagement has pushed Canadian Superior into financial
distress.

Challenger has admitted that it is insolvent and is unable to
repay the $14 million Bridge Facility Agreement.  Challenger filed
for and obtained protection from its creditors under the CCAA on
February 27, 2009.  Challenger's primary creditor is Canadian
Superior under the parties' Bridge Facility Agreement and the
Block 5(c) cost sharing arrangements.  Canadian Superior did not
give formal notice to Challenger that Challenger was in default
under the parties' agreements.

As a result of the Company's mismanagement, on March 5, 2009,
Canadian Superior also filed for and obtained protection from its
creditors under the CCAA.  Lender Canadian Western Bank has stated
that it will not support any plan of arrangement under the CCAA
and has brought an action to appoint a receiver over Canadian
Superior's assets.  PAI believes a liquidation of the Company will
result in the disposition of its assets at fire sale prices, a
disastrous result for Canadian Superior shareholders.

PAI also noted that Canadian Superior inappropriately attempted to
transfer assets to Challenger.  On September 23, 2008, Canadian
Superior's management signed an agreement to transfer ownership of
the asset and assign a 25% interest in Block 5(c) to Challenger.
The attempted assignment was -- fortuitously for Canadian Superior
shareholders -- rejected by the Trinidad Ministry of Energy.

Palo Alto Investors, LLC, owns 15,752,500 common shares of
Canadian Superior, representing 9.3% of the Company's outstanding
shares.  As such, PAI is one of the Company's largest
shareholders.

Since its inception in 1989, PAI has focused exclusively on
overlooked, misunderstood and undervalued segments of the equity
markets.  PAI is committed to providing world class money
management services to high net worth and institutional investors.
Located in Palo Alto, Calif., PAI employs 22 professionals and
manages over $1 billion in assets. The firm is independently owned
with significant Partner ownership interest.

Calgary, Alberta, Canada-based Challenger Energy Corp. (CA:CHQ) --
http://www.challenger-energy.com/-- is an oil and gas exploration
company focusing on exploration Block 5(c) offshore the Republic
of Trinidad and Tobago.

Canadian Superior Energy Inc. (TSX: SNG)(NYSE Alternext US: SNG)
-- http://www.cansup.com/-- is a Calgary, Alberta, Canada-based
diversified global energy company engaged in the exploration and
production of oil and natural gas, and liquefied natural gas
projects, with operations offshore Trinidad and Tobago, offshore
Nova Scotia, Canada, in Western Canada, in the United States and
in North Africa.  Canadian Superior has approximately 20,000
shareholders worldwide, including some of the top institutional
shareholders in North America.


CANFOR CORP: DBRS Assigns 'BB' Issuer Rating, Trend Negative
------------------------------------------------------------
Dominion Bond Rating Service assigned an Issuer Rating of BB
(high) to Canfor Corporation (Canfor or the Company) and changed
the trend on its Senior Notes to Negative from Stable.  Pursuant
to the DBRS Rating Methodology for Leveraged Finance, a recovery
rating of RR4 (30% to 50% recovery) has been assigned to the
Company's Senior Notes, which corresponds to the BB (high) Issuer
Rating.  The change to a Negative trend reflects the fact that the
Company's credit profile is weak for the current rating.
Additionally, near-term market conditions are expected to be
challenging.  In the event that Canfor cannot stabilize its
financial performance and that credit metrics continue to
deteriorate from current levels, the current rating would be at
risk.

Canfor has performed slightly better than expected in 2008 and
corporate earnings are forecast to remain close to, but slightly
lower than, 2008 levels despite weak market conditions.  However,
the Company is expected to report weaker earnings and cash flows
in H1 2009 before recovering in H2 2009.  A significantly weaker
Canadian dollar and lower freight, energy and chemical costs are
expected to offset much of the negative earnings impact of lower
pulp prices and shipments in H1 2009 before prices recover in H2
2009.  The Company also faces the risk that a slower-than-expected
U.S. economy, a reversal in recent Canadian-dollar weakness and
the chance that industry supply-management efforts may not be
sufficient to stabilize product prices would put more pressure on
the Company's operating performance.

The Company's balance sheet remains moderately leveraged (with
debt as a percentage of capital at less than 30%) and its
liquidity position is favorable (cash on hand plus availability in
credit facilities totaled C$726 million at the end of 2008), which
should be more than enough to pay debt maturities of
C$168 million in H1 2009 as well as fund its operating needs
through the current downturn.  Additional liquidity from a
divestiture, tax refund, insurance payment and additional credit
facilities in 2009 will amount to approximately C$200 million.
Capex is forecast to be substantially below depreciation in 2009,
a strategy that will have a positive effect on cash generation.
The Company is committed to stemming cash outflows by curtailing
production when operating costs fall below breakeven levels, a
strategy that will conserve cash until market conditions rebound.
Despite these measures, DBRS still expects the Company to incur a
deficit in free cash flow.  However, the Company has more than
enough liquidity to meet its operating needs.  There are no debt
repayments in H2 2009 and no significant debt repayments in 2010,
which adds to the Company's financial flexibility.  The Company is
well positioned to weather an extended period of weak market
conditions.  Furthermore, Canfor is a low-cost producer and should
generate favorable profitability once the building-products market
turns around.

DBRS has simulated a default scenario for Canfor to analyze the
potential recovery for the Company's Senior Notes in the event of
default.  The scenario assumes a prolonged period of severe
economic conditions, regardless of how hypothetical or unlikely
the conditions may be, in which product demand and prices plummet.
EBITDA quickly declines and turns negative over the forecast
period.  DBRS assumes that the Company would be reorganized as a
going concern in the event of default and derived a recovery
rating of RR4 for the Senior Notes.  RR4 corresponds to recovery
prospects of between 30% and 50% for senior noteholders.


CARE FOUNDATION: Files Joint Chapter 11 Plan of Reorganization
--------------------------------------------------------------Care
Foundation of America, Inc., et al., filed with the U.S.
Bankruptcy Court for the Middle District of Tennessee on
March 31, 2009, a Joint Plan of Reorganization under Chapter 11 of
the Bankruptcy Code.  The Debtors have been granted until
April 30, 2009, to file the disclosure statement explaining the
terms of the Plan.

The Plan segregates the various claims against the Debtors into 5
classes.

    Class         Description
    -----         -----------
      1        Secured Claim of NHI
      2        Other Secured Claims
      3        Administrative Convenience
      4        General Unsecured
      5        Tort Claims

Pursuant to the Plan, at the Debtors' option, the secured claim of
National Health Investors, Inc., will be fully satisfied through
either (a) the issuance of a promissory note, or (b) payment is
cash.

Under the Note option, principal and interest on the NHI note will
be payable in 120 equal monthly installments based on a 20 year
amortization schedule, with a final, lump-sum payment on the 121st
month.

Under the Cash option, the Debtors will pay the to NHI the amount
of its allowed claim as of the Petition Date, plus interest at 9%
p.a. from the petition date, less any prior adequate protection
payments received by NHI, after the later of the Plan's Effective
Date of the date NHI's secured claim becomes an allowed secured
claim by final order of the Court.

Allowed general unsecured claims will be paid in 12 equal monthly
installments, with interest at 5.0 % p.a., beginning 30 days after
the Plan's Effective Date.

The Debtors' operations will produce sufficient cash flow to make
all payments due on the Plan's Effective Date and under the Plan.
If Debtors do not have sufficient accumulated cash on hand from
operations to make the lump-sum payments on the allowed secured
claim of NHI under either of the options, Debtors will either
refinance and/or sell one or more of their skilled nursing
facilities in order to make the lump-sum cash payment due under
either option.

For purposes of Plan solicitation, all classes are impaired under
the Plan and are, therefore, entitled to vote to accept or reject
the Plan, provided, however, if Debtors elect the Cash option with
respect to NHI's secured claim at any time prior to the conclusion
of the confirmation hearing, said class will be deemed unimpaired.

                       "Cramdown" Provisions

The Debtors reserve the right to seek confirmation of the Plan
pursuant to the "cramdown" provisions under Sec. 1129(b) of the
Bankruptcy Code.  Under said provision, a plan may still be
confirmed notwithstanding the non-acceptance thereof by one or
more impaired classes, so long as one impaired class has accepted
the Plan, and the Plan does not "discriminate unfairly" and is
"fair and equitable" with respect to each non-accepting class.

A full-text copy of Care Foundation's Joint Chapter 11 Plan, dated
as of March 31, 2009, is available at:

            http://bankrupt.com/misc/Care.Ch11Plan.pdf

Based in Nashville, Tennessee, Care Foundation of America, Inc. is
a nonprofit/tax-exempt organization.  The Debtor and five (5) of
its debtor-affiliates filed separate petitions for Chapter 11
relief on December 31, 2008 (Bankr. M.D. Tenn. Lead Case No.
08-12367).  David E. Lemke, Esq., at Waller Landsden Dortch &
Davis, represents the Debtors as counsel.  When the Debtors filed
for protection from their creditors, they listed total assets of
between $50,000,000 and $100,000,000, and total debts of between
$1,000,00 and $10,000,000.


CASTLE HOLDCO: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Chapter 15 Petitioner: Michael Salvati
                       Foreign Representative

Chapter 15 Debtor: Castle Holdco 4, Limited
                   17 Duke Street
                   Chelmsford, Essex CM1 1HP
                   UK

Chapter 15 Case No.: 09-11761

Debtor-affiliates filing subject to Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
Balanus Limited                                    09-11762
Countrywide Estate Agents                          09-11763
Securemove Property Services 2005 Limited          09-11764
Countrywide Estate Agents FS Limited               09-11765
Slater Hogg Mortgages Limited                      09-11766
Countrywide Estate Agents (South) Limited          09-11767
Countrywide Franchising Limited                    09-11768
Countrywide plc                                    09-11769
Countrywide Property Lawyers Limted                09-11770
Countrywide Surveyors Limited                      09-11771

Chapter 15 Petition Date: April 2, 2009

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Chapter 15 Petitioner's Counsel: Karen E. Wagner, Esq.
                                 karen.wagner@dpw.com
                                 Davis Polk & Wardwell
                                 450 Lexington Avenue
                                 New York, NY 10017
                                 Tel: (212) 450-4404
                                 Fax: (212) 450-3403

Estimated Assets: unstated

Estimated Debts: unstated


CHALLENGER ENERGY: PAI Seeks Ouster of Canadian Superior Chairman
-----------------------------------------------------------------
Palo Alto Investors, LLC, an investment advisory firm, last week
issued an open letter to the board of directors and shareholders
of Canadian Superior Energy, Inc. (CA:SNG) to "further expose the
failings, misconduct and inadequate corporate governance of the
current Board and again demand that the Board be reconstituted to
include truly independent Directors with relevant international
oil and gas expertise."

PAI believes a new Board will ensure that the Company is
effectively equipped for future success, particularly as it
emerges from court-approved creditor protection.  PAI said the
existing Board has failed in its duties to shareholders,
including:

   -- the management of the Company's key growth asset (Block
      5(c) in Trinidad and Tobago) has been placed in the hands
      of a court-appointed receiver;

   -- the Company itself has sought and obtained protection from
      its creditors pursuant to the Companies Creditors'
      Arrangement Act; and

   -- Challenger Energy Corp. (CDNX:CHQ.V), a company of which
      Greg Noval, Canadian Superior's Executive Chairman, is the
      largest shareholder, was inappropriately loaned $14 million
      by Canadian Superior in September 2008, and now Challenger
      itself has also sought and obtained creditor protection
      under the CCAA.

The key driver of PAI's intent to reconstitute the Board is the
need to remove the Company's Executive Chairman, Mr. Noval, who
has insurmountable conflicts of interest, PAI said.

On February 17, 2009, PAI requisitioned a meeting of shareholders
to consider PAI's alternative slate of directors.  PAI will be
preparing a dissident proxy circular which will set out its
alternative slate of directors for election at the Annual and
Special Meeting of shareholders of the Company called for
June 26, 2009.  The dissident proxy circular will be publicly
filed and will be mailed to all shareholders.

According to PAI, Mr. Noval's conflicts of interest include:

   -- Mr. Noval is the Executive Chairman of Canadian Superior,
      giving him significant influence over the Board. As a
      principal of the Company, PAI believes he is also
      authorized to execute contracts, make hiring decisions and
      spend the Company's funds with limited oversight.  Mr.
      Noval owns or controls 480,044 Canadian Superior shares,
      representing only 0.03% of the issued and outstanding
      shares of Canadian Superior.

   -- Mr. Noval is the founder of, and a significant investor in,
      Challenger, with which the Company has entered into certain
      imprudent commercial arrangements.  Based on public
      information, Mr. Noval owns or controls 4,306,200 shares of
      Challenger, representing approximately 10.1% of the issued
      and outstanding shares of Challenger.  Based on public
      filings, Mr. Noval also owns warrants and options entitling
      him to acquire up to 1,000,000 additional Challenger shares
      at varying prices, which, if exercised, would increase his
      ownership interest in Challenger to 12.4%.

   -- Until October 23, 2008, Mr. Noval was also the Chairman of
      the Board of Directors of Challenger, meaning that at the
      time of the bridge loan made by Canadian Superior to
      Challenger, Mr. Noval was Chairman of the Board of both
      Canadian Superior and Challenger.

In PAI's view, Mr. Noval's financial interest in Challenger has
caused him to put the interests of Challenger before the interests
of Canadian Superior, to the significant detriment of the
Company's stakeholders.  The Board has been complicit in Mr.
Noval's actions.

Challenger was originally established as a financing vehicle to
assist with the development of the Company's Block 5(c) project in
Trinidad.  Challenger was created by Mr. Noval, and he was the
initial major shareholder.

In 2005, the Company accepted an offer from Challenger of a
"third-for-a-quarter", or 33% of development expenses for a 25%
ownership interest in Block 5(c), and executed an Amended and
Restated Participation Agreement with Challenger.  At that time,
Challenger had no other assets, no operating history and no
management team.  Canadian Superior indicated to PAI that it
preferred Challenger's offer to at least one higher offer as
Challenger was willing to (i) forego having its 25% Working
Interest in Block 5(c) assigned to it until after the completion
of payments on a three-well exploration program, and (ii)
potentially participate in the drilling of another offshore well
near Nova Scotia.

Mr. Noval then used the award of the Trinidad drilling option as
the basis for raising money in Challenger and ultimately taking it
public on the TSX in Canada and the AMEX in the United States.
The differentiating aspects of Challenger's offer, which were the
reasons given by the Company to PAI for choosing Challenger as a
partner, have not to date been fulfilled.

As 2008 unfolded, the damage from the agreement with Challenger,
and the extent of Mr. Noval's unchecked conflict, became clear to
the Company.  Challenger has failed to live up to its commitments
to Canadian Superior under the Participation Agreement and under
the bridge loan. Challenger is now in CCAA creditor protection.
Throughout 2008 and to today, Mr. Noval's interests have become
increasingly unaligned with the interests of Canadian Superior and
its shareholders.

In addition to Mr. Noval's significant conflict of interest with
regard to Challenger, PAI noted additional conflicts of interest
that further highlight PAI's concerns that Mr. Noval's interests
are not properly aligned with the interests of Canadian Superior
shareholders:

   -- One of Canadian Superior's assets is the Liberty Natural
      Gas Project in the New York/New Jersey area.  Liberty is
      structured as a joint venture to be operated by a company
      known as Excalibur Energy (U.S.A.) Inc., with Canadian
      Superior and Global LNG Inc. each holding a 50% interest in
      Excalibur.  Based on publicly available information, PAI
      understands that Global is controlled by Greg Noval.

   -- Canadian Superior manages the payroll of Hughes Air Corp.
      Hughes is a company that is controlled by Mr. Noval.  The
      Hughes payroll has typically been advanced by Canadian
      Superior.  There is approximately $17,000 owed to Canadian
      Superior by Hughes.

   -- The Monitor appointed by the court in connection with
      Canadian Superior's CCAA creditor protection has reported
      that "Canadian Superior and Challenger have had initial
      discussions regarding the possibility of a joint marketing
      effort in light of the fact both parties are independently
      engaged in a marketing process in respect of Block 5(c)".
      Jointly marketing a 50% interest in Block 5(c) would serve
      to significantly benefit Challenger -- and thereby Mr.
      Noval as the largest shareholder of Challenger -- since it
      would facilitate a sale of control of Block 5(c) to a third
      party.

PAI said mismanagement has pushed Canadian Superior into financial
distress.

Challenger has admitted that it is insolvent and is unable to
repay the $14 million Bridge Facility Agreement.  Challenger filed
for and obtained protection from its creditors under the CCAA on
February 27, 2009.  Challenger's primary creditor is Canadian
Superior under the parties' Bridge Facility Agreement and the
Block 5(c) cost sharing arrangements.  Canadian Superior did not
give formal notice to Challenger that Challenger was in default
under the parties' agreements.

As a result of the Company's mismanagement, on March 5, 2009,
Canadian Superior also filed for and obtained protection from its
creditors under the CCAA.  Lender Canadian Western Bank has stated
that it will not support any plan of arrangement under the CCAA
and has brought an action to appoint a receiver over Canadian
Superior's assets.  PAI believes a liquidation of the Company will
result in the disposition of its assets at fire sale prices, a
disastrous result for Canadian Superior shareholders.

PAI also noted that Canadian Superior inappropriately attempted to
transfer assets to Challenger.  On September 23, 2008, Canadian
Superior's management signed an agreement to transfer ownership of
the asset and assign a 25% interest in Block 5(c) to Challenger.
The attempted assignment was -- fortuitously for Canadian Superior
shareholders -- rejected by the Trinidad Ministry of Energy.

Palo Alto Investors, LLC, owns 15,752,500 common shares of
Canadian Superior, representing 9.3% of the Company's outstanding
shares.  As such, PAI is one of the Company's largest
shareholders.

Since its inception in 1989, PAI has focused exclusively on
overlooked, misunderstood and undervalued segments of the equity
markets.  PAI is committed to providing world class money
management services to high net worth and institutional investors.
Located in Palo Alto, Calif., PAI employs 22 professionals and
manages over $1 billion in assets. The firm is independently owned
with significant Partner ownership interest.

Calgary, Alberta, Canada-based Challenger Energy Corp. (CA:CHQ) --
http://www.challenger-energy.com/-- is an oil and gas exploration
company focusing on exploration Block 5(c) offshore the Republic
of Trinidad and Tobago.

Canadian Superior Energy Inc. (TSX: SNG)(NYSE Alternext US: SNG)
-- http://www.cansup.com/-- is a Calgary, Alberta, Canada-based
diversified global energy company engaged in the exploration and
production of oil and natural gas, and liquefied natural gas
projects, with operations offshore Trinidad and Tobago, offshore
Nova Scotia, Canada, in Western Canada, in the United States and
in North Africa.  Canadian Superior has approximately 20,000
shareholders worldwide, including some of the top institutional
shareholders in North America.


CHARMING SHOPPES: Appoints A&M's Fogarty as President and CEO
-------------------------------------------------------------
Charming Shoppes, Inc., has appointed James P. Fogarty as
President and Chief Executive Officer and a member of the
Company's Board of Directors.

Alan Rosskamm, Chairman of the Board of Charming Shoppes, Inc.
commented, "We are extremely pleased to be welcoming Jim to
Charming Shoppes.  Jim is an exceptional business leader, with a
solid track record of driving results and creating value at a
number of multi-brand consumer-based companies. His reputation in
building operational excellence and his proven skills in re-
energizing strong brands will nicely complement our team of
experienced merchant leaders."

Jim Fogarty most recently was a Managing Director with Alvarez &
Marsal, premier independent global professional services firm
providing leadership, problem-solving and value-creation services
across the industry spectrum.  He was also a member of the firm's
Executive Committee for North America Restructuring. In his almost
15 years with A&M, he has provided performance improvement, crisis
management and restructuring advisory services to numerous
companies in various sectors.

During his tenure at A&M, Fogarty most recently served as
President and Chief Operating Officer of Lehman Brothers Holdings
from September 2008 to the present.  From September 2005 through
February 2008, he was President and Chief Executive Officer of
American Italian Pasta Company, the largest producer of dry pasta
in North America, where market capitalization has grown five fold
since his initial involvement with the company. He served as the
Chief Financial Officer at the $4 billion Levi Strauss & Co. from
2003 to 2005, during which time the company's EBITDA nearly
doubled, creating a substantial increase in shareholder value.
From December 2001 through September 2003, he served as Senior
Vice President and Chief Financial Officer of The Warnaco Group, a
then $1.5 billion global apparel maker, which emerged from
bankruptcy in early 2003 after completing a successful turnaround
during his tenure.

Prior to joining A&M in 1995, Fogarty spent four years with the
Corporate Transactions Group of KPMG Peat Marwick.  He holds a
bachelor's degree in economics and computer science from Williams
College, a master's degree in accounting from the Leonard Stern
School of Business at New York University, and a master's degree
in business administration, with concentrations in finance and
accounting, from the Leonard Stern School of Business at New York
University. He is also a Certified Public Accountant.

Commenting on his appointment, Fogarty said, "Charming Shoppes is
the leader in women's specialty plus apparel, a market with
growing demographics and opportunities. I am impressed with
Charming Shoppes' renewed focus on their core customer, and their
recruitment of empowered and experienced merchant and brand
executives.  I look forward to leading the Charming Shoppes team
and am especially attracted to the opportunity to grow this
business over time, and more fully capitalize on its leading
position in its market."

Michael Goldstein, Chair of the Directors' CEO Search Committee
summarized, "We are excited to have recruited an executive with
the credentials and successes that Jim brings, and we extend to
him an enthusiastic welcome to Charming Shoppes. Also, on behalf
of the Board and the associates of Charming Shoppes, I would like
to extend our thanks to Alan for his significant contribution and
service as Interim CEO.  He has been a tireless and fully engaged
leader, and has done a tremendous job in refocusing the Company on
its core brands."

At January 31, 2009, Charming Shoppes, Inc. --
http://www.charmingshoppes.com/-- operated 2,301 retail stores in
48 states under the names LANE BRYANT(R), FASHION BUG(R), FASHION
BUG PLUS(R), CATHERINES PLUS SIZES(R), LANE BRYANT OUTLET(R), and
PETITE SOPHISTICATE OUTLET(R).

                           *     *     *

In December 2008, Standard & Poor's Ratings Services lowered its
corporate credit rating on Bensalem, Pennsylvania-based Charming
Shoppes Inc. to 'B-' from 'B.'  S&P also lowered the rating on the
company's senior unsecured debt to 'CCC+' from 'B-'.  The recovery
rating on this debt remains at '5', indicating expectations for
modest (10%-30%) recovery of principal in the event of default.
The outlook is stable.


CHARTER COMMS: Protocol Limiting Trading In Securities Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved interim notification and hearing procedures
restricting the trading of common stock in Charter Communications
Inc. or of any beneficial ownership therein, in order to preserve
and protect their valuable tax attributes, including NOL
carryforwards and certain other tax credits.

Pursuant to the interim procedures, any entity who currently is or
becomes a "substantial shareholder" must file with the Court, and
serve upon counsel to the Debtors, a declaration of such status on
before the later of (i) April 21, 2009, and (ii) 10 days after
becoming a Substantial Shareholder.

A "Substantial Shareholder" is any entity that has beneficial
ownership of either at least 20 million shares of Class A
Common Stock or 20 million shares of Class A and Class B Common
Stock in the aggregate.

Any purchase, sale, or other transfer of common stock in CCI or of
any beneficial interest therein, including options to acquire CCI
common stock, before the effective date of a confirmed Chapter 11
plan of reorganization in violations of the procedures will be
null and void ab initio.

For the complete details regarding the procedures, a copy of the
Court's interim order is available for free at:

     http://bankrupt.com/misc/Charter.TradingProcedures.pdf

In papers filed with the Court, the Debtors related that as of
December 31, 2008, the Debtors had significant operating loss
carryforwards (NOLs) of approximately $8.7 million.

Under Section 382 of the Internal Revenue Code of 1986 (as
amended), the Debtors can carry forward their NOLs to offset
future taxable income for up to 20 taxable years, thereby reducing
their aggregate tax obligations.  Such NOLs may also be utilized
by the Debtors to offset any taxable income generated by
transactions completed during the Chapter 11 cases at a combined
federal and state tax rate of approximately 40%.  The Debtors'
NOLs could result in a future tax savings of approximately
$3.4 billion.

The Debtors said that unrestricted trading in CCI common stock
could adversely affect the Debtors' NOL carryforwards if (a) too
many 5% or greater blocks of CCI common stock are created or (b)
too many shares are added to or sold from such blocks such that,
together with previous trading by 5% shareholders during the
preceding three-year period, an ownership change within the
meaning of the IRC is triggered prior to emergence and outside the
context of a confirmed chapter 11 plan.

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)


CHEMOKINE THERAPEUTICS: Involuntary Chapter 15 Case Summary
-----------------------------------------------------------
Chapter 15 Petitioner: Deloitte & Touche, Inc.
                       Foreign Representative for Chemokine
                       Therapeutics Corp.
                       Four Bentall Centre
                       2800-1055 Dunsmuir Street
                       Vancouver, B.C. V7X1P4

Chapter 15 Debtor: Chemokine Therapeutics Corp.
                   c/o Deloitte & Touche, Inc.
                   Four Bentall Centre
                   2800-1055 Dunsmuir Street
                   Vancouver, BC V7X1P4
                   Canada

Chapter 15 Case No.: 09-11189

Type of Business: The Debtor makes semiconductors.

                  See http://www.chemokine.net/

Chapter 15 Petition Date: April 4, 2009

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Chapter 15 Petitioner's Counsel: Russell C. Silberglied, Esq.
                                 silberglied@rlf.com
                                 L. Katherine Good, Esq.
                                 good@rlf.com
                                 Richards, Layton & Finger
                                 One Rodney Square
                                 920 North King Street
                                 Wilmington, DE 19801
                                 Tel: (302) 651-7700
                                 Fax: (302) 651-7701

Estimated Assets: Less than $50,000

Estimated Debts: $100,000 to $500,000


CHRYSLER LLC: Bankruptcy Filing Would Drag Down PBGC
----------------------------------------------------
Josh Mitchell and Darrell A. Hughes at Dow Jones Newswires reports
that the Pension Benefit Guaranty Corp., the federal agency that
protects pensions for employees, may have to seek for government
bailout in the future if General Motors Corp. and Chrysler LLC
would go bankrupt.

According to Dow Jones, PBGC would have to absorb the retirement
plans of GM and Chrysler if these companies collapse.  Dow Jones
quoted Rep. Dave Camp as saying, "It's a very great concern.  It
would almost double the number of pensions in the PBGC just in one
fell swoop."  A PBGC takeover of pensions at GM and Chrysler would
also affect their retirees, whose pension benefits would be cut by
as much as 60% because federal law limits how much the agency can
pay in annuity benefits, the report state, citing Rep. Camp.

Dow Jones notes that the PBGC would have to be responsible for the
pensions of as many as 925,000 retired auto workers -- 670,000
people from GM and about 255,000 from Chrysler -- and would likely
increase the PBGC's $11 billion deficit.  The report says that the
PBGC currently pays pension benefits to 630,000 retirees.

The task force is studying the situation closely and wants to
protect worker pensions as much as possible, Dow Jones states,
citing an administration official.

             Lenders Resist Gov't Call for Debt Swap

The banks that lent Chrysler about $6.8 billion are resisting
government pressure to swap more than $5 billion of that debt for
stock, John D. Stoll, Jeffrey McCracken, and Kate Linebaugh at The
Wall Street Journal reports, citing people familiar with the
matter.  According to WSJ, the sources said that this is slowing
Chrysler's drive to reach an alliance pact with Fiat SpA by May 1,
and stalling Chrysler's attempt to renegotiate a health-care
agreement with the United Auto Workers union.

WSJ relates that the lenders -- which include J.P. Morgan Chase &
Co., Goldman Sachs Group Inc., Citigroup Inc., and Morgan Stanley
-- have the right to take control of Chrysler plants, brands, and
other assets, which were pledged as collateral for the loans if
the Company files for Chapter 11 bankruptcy protection.  WSJ notes
that to the lenders, Chrysler may be worth more in a bankruptcy
liquidation than if they agree to restructure the debt.  The
government, WSJ states, has less leverage to force the banks to
make concessions.

       Chrysler to Seek Return of Equipment From Trans Cast

Jeff Bennett at Dow Jones reports that Chrysler would go to an
Ontario court to complain supplier Trans Cast Precision Inc.'s
removal of equipment from one of the Company's two idled assembly
plants.  Dow Jones states that Chrysler shut down its Windsor
assembly plant for a third day while its Brampton, Ontario, plant
has been idled for a second day due to lack of parts.

Citing people familiar with the matter, Dow Jones relates that
Trans Cast had taken over the Chrysler plant, which had been in
foreclosure, and attempted to increase Chrysler's part costs.
According to Dow Jones, the Ontario Superior Court previously
ruled that Trans Cast allow Chrysler to enter the plant to
retrieve its equipment.  Chrysler officials found out went they
went to the plant on Thursday that most of the equipment had been
removed, Dow Jones relates, citing people familiar with the
matter.  "Trans Cast is holding our equipment hostage," the report
quoted Chrysler spokesperson Dave Elshoff as saying.

Chrysler wants to begin producing the parts at its casting plant
in Etobicoke, Ontario, Dow Jones reports.

                         About Chrysler LLC

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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


CHRYSLER LLC: Gov't Action No Immediate Impact on DBRS Ratings
--------------------------------------------------------------
Dominion Bond Rating Service notes that the Obama administration
has officially rejected the restructuring plan of Chrysler LLC,
further specifying that the Company would not be viable on a
stand-alone basis.  However, the U.S. government has also
committed to providing sufficient working capital to the Company
for a period of 30 days.  The actions of the U.S. government have
no immediate impact on Chrysler's current ratings, with its Issuer
Rating remaining at CC with a Negative trend.  DBRS continues to
be of the opinion that the Company has just sufficient liquidity
to maintain operations over the near term.  Absent additional
funding, the Company's liquidity position would likely fall below
minimally required levels.

The Obama administration deemed that Chrysler's submitted
restructuring plan was not strong enough to ensure the Company's
viability going forward.  Additionally, the U.S. government
concluded that Chrysler could not be viable over the long term as
a stand-alone company and as such would require a strategic
partner.  Accordingly, the government has agreed to provide
Chrysler with 30 days of working capital, during which time the
Company is to complete a more definitive agreement with Fiat
S.p.A. (Fiat; rated BBB (low) with a Negative trend).  DBRS notes
that a framework to a subsequent agreement with Fiat has
apparently been reached, although details have yet to be provided.
It was also noted that Chrysler's subsequent restructuring would
require further concessions than those already made by several
stakeholders, most notably creditors and unions but also suppliers
and dealers.  If a partnership with Fiat is completed, the U.S.
government would consider providing a further $6 billion in
funding to Chrysler.  The U.S. government also specified that Fiat
would be prevented from acquiring a majority stake in Chrysler
prior to the repayment of the government funding.

The U.S. government also revealed that an expedited bankruptcy
process might represent the best path for Chrysler to eliminate
unsustainable debt loads.  It was emphasized that this bankruptcy
process would not be a liquidation, but instead an accelerated
restructuring of the Company.  In response to consumer fears, the
U.S. government has also agreed to guarantee the warranties of
Chrysler vehicles during the restructuring period. DBRS considers
this a positive move as it will help mitigate consumers' perceived
risk of acquiring a Chrysler vehicle given the Company's weak
financial position. Additionally, the government will attempt to
accelerate federal purchases of government cars while also
increasing the flow of credit to consumers and dealers.

DBRS notes that the announced measures are in response to industry
sales that have collapsed in 2009 below levels that were already
very weak the prior year.  Total U.S. industry sales in both
January and February 2009 were below ten million units on a
seasonally adjusted annual basis compared with total annual unit
sales of 13.2 million in 2008 and 16.1 million in 2007.


CHRYSLER LLC: Primus Discloses Credit Default Swap Exposure
-----------------------------------------------------------
Primus Guaranty, Ltd., commented on certain aspects of the credit
default swap portfolio of Primus Financial Products, LLC.

The Company noted that, despite continued uncertainty and
volatility in the global financial and credit markets during the
first quarter of 2009, Primus Financial experienced one new credit
event in its single-name CDS portfolio during this period.
According to the International Swaps and Derivatives Association,
Inc., there were a total of 15 credit events in the first three
months of the year.

The Company also said that as of March 31, 2009, Primus Financial
did not have CDS exposure to any of the Big 3 U.S. automakers in
its single-name or tranche CDS portfolios.  While the Company's
policy is to refrain from commenting on individual exposures in
Primus Financial's portfolio unless there is a credit event, it is
making this disclosure in light of the significant financial news
and interest in these companies.

The credit event that Primus Financial experienced during the 2009
first quarter was related to Idearc Inc., which recently filed a
petition under Chapter 11 of the U.S. Bankruptcy Code.  Primus
Financial's single-name CDS notional exposure referencing Idearc
is $10 million with current counterparties.  Primus Financial also
has CDS exposure to Idearc in its bespoke tranche portfolios,
which are not subject to first loss due to existing subordination
levels.  The Company does not anticipate that Primus Financial
will have to make payments on its bespoke tranche transactions as
a result of the Idearc bankruptcy.  However, the capital
requirements associated with each tranche will increase as a
result of a reduction in tranche subordination.

Primus Guaranty, Ltd. is a Bermuda company, with its principal
operating subsidiaries, Primus Financial Products, LLC and Primus
Asset Management, Inc., headquartered in New York City.  Primus
Financial Products provides protection against the risk of default
on corporate, sovereign and asset-backed security obligations
through the sale of credit swaps to dealers and banks.  Primus
Asset Management provides credit portfolio management services to
Primus Financial Products, and manages private investment
vehicles, including two collateralized loan obligations and three
synthetic collateralized swap obligations for third parties.


CINRAM INTERNATIONAL: S&P Cuts Corporate Credit Rating to 'CC'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Cinram International Inc. three notches
to 'CC' from 'CCC+'.  At the same time, S&P lowered the ratings on
Cinram's and its subsidiaries' term loans three notches to 'CC'
from 'CCC+'.  The recovery ratings on these debts are unchanged.
The ratings on the revolving credit facilities, which are
currently undrawn, are unchanged at 'CCC+', and are removed from
CreditWatch with negative implications.  All other ratings remain
on CreditWatch negative where they were placed March 25, 2009.

"This rating action follows our assessment of the company's
announcement that it has obtained bank permission through an
amendment to its credit agreement to repurchase a term loan debt
at a discount from par using an auction," said Standard & Poor's
credit analyst Greg Pau.

Under its criteria, S&P views a formal cash tender offer or
exchange offer at a discount by a company under substantial
financial pressure as a distressed debt exchange and tantamount to
a default.  With lenders' approval, S&P now expect Cinram to
commence an auction soon and to apply up to US$150 million in cash
to reduce its term loan debt at a discount in the next 12 months.
S&P understands that the company is likely to use its cash
balances, free cash flow, and proceeds from asset disposals to
fund the debt repayment.

"Our downgrade does not reflect our view of a perceived increase
in Cinram's bankruptcy risk.  Rather, S&P base it on the financial
pressure S&P believes Cinram is under to reduce its debt burden by
retiring debt for less than originally contracted," added Mr. Pau.
S&P believes the tender offer, if successful, will likely
subsequently reduce debt and cash interest expense, and might
decrease the risk of a default.

The ratings on Cinram will remain on CreditWatch with negative
implications until such time that the debt is repurchased below
par at the auction.  When and if this happens, barring other
factors, S&P expects to lower the corporate credit rating on
Cinram to 'SD' (selective default) and lower S&P's ratings on
issues repurchased under the tender offer to 'D'.  Shortly
thereafter, S&P expects to then assign a new corporate credit
rating to Cinram, representative of S&P's assessment of its credit
risk following the completion of the debt repurchase.  S&P
believes the lower debt outstanding after the debt repurchase
could reduce Cinram's cash interest expenses in the next couple of
years.


CLEAN HARBORS: S&P Raises Rating on $150MM Senior Notes to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue
level rating on Clean Harbors Inc.'s $150 million senior secured
second-lien notes to 'BB' from 'BB-' and revised the recovery
rating to '4' from '5'.  The '4' recovery rating indicates S&P's
expectation of average (30%-50%) recovery in the event of a
payment default.

The ratings on the $150 million senior secured first-lien credit
facilities, which consist of a $70 million revolving credit
facility, a $50 million synthetic letter of credit facility, and a
$30 million term loan, remain unchanged.  The facilities are rated
'BBB-', two notches higher than the corporate credit rating,
indicating S&P's expectation of very high (90%-100%) recovery in
the event of a payment default.  S&P affirmed all other ratings on
the company.  The outlook is stable.

"The upgrade of the second-lien notes reflects the reduction in
the amount outstanding," said Standard & Poor's credit analyst
James Siahaan.  In 2008, the company redeemed an aggregate
$68.5 million principal amount of the notes.  "The lower debt
outstanding improves the recovery prospects of second-lien
noteholders in the event of a default scenario."

The rating on Norwell, Mass.-based Clean Harbors Inc. reflects an
aggressive financial risk profile (including significant
environmental liabilities), a growth strategy that could limit
further improvement of the balance sheet, and some susceptibility
to economic cycles.  The company's leading position in the
hazardous waste management industry and above-average liquidity
with a favorable debt maturity schedule partially offset these
factors.

With revenues of slightly more than $1 billion, Clean Harbors is
one of the largest providers of environmental services and the
largest operator of hazardous waste treatment facilities in North
America.  About 70% of its revenues result from technical
services, which include collection, transport, treatment, and
disposal of hazardous and industrial wastes; roughly 30% results
from site services, which include specialty, on-site maintenance
services that can be performed on an emergency basis, and are
executed by skilled crews.  The company serves more than 47,000
customers -- including more than 325 Fortune 500 companies -- in
the U.S., Canada, Puerto Rico, and Mexico.  Clean Harbors operates
a network of more than 100 service locations, including about 50
active hazardous waste management facilities; six incineration
locations; nine commercial landfills; six wastewater treatment
operations; 20 transportation, storage, and disposal facilities;
six locations specializing in management of polychlorinated
biphenyls; two oil and used-oil product recycling facilities; and
two solvent recycling facilities.  The company maintains the
leading competitive position in the hazardous incinerator,
landfill, and waste-handling facility segments of the market.

The Company enjoys a good market position, as it serves roughly
67% of the commercial hazardous incineration volume in North
America, and handles roughly 20% of the continent's hazardous
landfill volume.  Still, the operating environment carries certain
challenges, including the effect of the weak economy on waste
volumes, customers' ongoing efforts to reduce the amount of waste
they generate, fewer large-scale remediation projects generating
waste, and overcapacity in some sectors.  However, Clean Harbors
has been able to consistently increase its operating margins
(before depreciation and amortization) to roughly 19%--a higher
level than the 13% earned in 2002 (the year that the company
acquired the Chemical Services Division of Safety-Kleen Systems
Inc.).  Operating performance in 2008 was again fairly good;
revenue and operating income gains were attributable to increases
in pricing, acquisition growth, and lower outside transportation
costs in technical services.  Improvement in operating performance
occurred despite headwinds that included the nationwide reduction
in landfill volumes and higher fuel and labor costs through much
of the year.  Volatility in fuel and other raw material costs
could be of potential concern in the future, but pricing and
surcharges have held steady so far.  Moreover, higher energy costs
should increase customers' operating costs and drive more
outsourcing of incineration.  Although the company increased its
incineration capacity, the utilization rate of 88.5% in 2008 was
consistent with the 87.2% and 91% marks in 2007 and 2006,
respectively.  In general, pricing pressures have decreased after
consolidation among major vendors in the mid- to late-1990s helped
reduce industry-wide overcapacity.

The outlook is stable.  S&P views the company's follow-on equity
offering and subsequent partial repayments of senior notes as
favorable, but Standard & Poor's also recognizes that future
acquisitions remain a distinct possibility and could result in
Clean Harbors' currently favorable credit measures reverting to
levels that are more consistent with the current rating.  The
ratings reflect S&P's expectation that the company will pursue any
large acquisitions in a manner that preserves credit quality, and
that an inordinately large acquisition that results in substantial
deterioration of credit measures would likely have negative
consequences for ratings.  Consistent demand related to stable end
markets, continued free cash generation, a manageable debt
maturity profile, and satisfactory liquidity support the rating,
along with S&P's expectation that the company's environmental
liabilities will not increase significantly.


COCA-COLA BOTTLING: Moody's Assigns 'Ba1' Prospective Shelf Rating
------------------------------------------------------------------
Moody's assigned its Baa2 rating to Coca-Cola Bottling Co.
Consolidated's new 10 year debt issue.  At the same time
prospective shelf ratings of (P) Baa2 and (P) Ba1 were assigned to
the company's latest shelf filing for prospective senior unsecured
and preferred stock issuance respectively.  The rating outlook
remains stable.

The Baa2 rating and stable outlook for CCBCC is based on a
combination of its standalone rating (derived through evaluation
of both qualitative and quantitative factors) and three notches of
lift applied to the standalone rating for implied support from The
Coca-Cola Company because CCBCC is an integral part of the Coke
system.  KO owns approximately 27% of CCBCC's outstanding common
stock and its products account for approximately 90% of the
bottle/can sales volume of CCBCC.  CCBCC's standalone rating falls
in the Ba range, which is a result of strong qualitative factors
that fall mostly in the investment grade end of the spectrum,
offset by weak quantitative factors that fall in the B rating
category.  The company's highly successful cold drink distribution
strategy, stable growth and cash flow generation, diverse brand
offerings, and consistent track record of product innovation are
tempered by its smaller size relative to other domestic and
international bottlers in the KO system, modest debt protection
measures, thin margins, declining volumes of total carbonated soft
drinks, and an industry characterized by fierce competition, high
seasonality and changing consumer preferences.

The last rating action took place on June 23, 2005, when Moody's
rated the company's senior unsecured bond issue due 2016.

Coca-Cola Bottling Co. Consolidated, headquartered in Charlotte,
North Carolina, produces, markets and distributes nonalcoholic
beverages, primarily products of The Coca-Cola Company.  CCBCC is
the distant second largest Coca-Cola bottler in the U.S. with
$1.46 billion in revenues in 2008.


COLONIAL BANCGROUP: DBRS Cuts Senior Debt Rating to 'B'
-------------------------------------------------------
Dominion Bond Rating Service downgraded most ratings for Colonial
BancGroup, Inc., and its related entities, including Colonial's
Issuer & Senior debt rating to B (high) from BB (low) and its bank
subsidiary, Colonial Bank, N.A.'s (Bank) Deposits and Senior Debt
rating to BB (high) from BBB (low).  Colonial's short-term rating
was confirmed at R-4.  All ratings have been placed Under Review
with Negative Implications.

The rating action reflects DBRS's view that Colonial did not meet
our expectations by successfully receiving a $300 million capital
infusion from private investors by the end of Q1 2009.  While the
Company did enter into a definitive agreement with various
investors led by Taylor, Bean and Whitaker Mortgage Company to
raise the $300 million, Colonial does not have the actual
investment yet and the deal is subject to numerous conditions.  As
such, the Company was not able to boost its bank regulatory
capital ratios by quarter-end, as required in its informal bank
memorandum of understanding.  Indeed, it is possible that
regulators could now take more formal actions, which could
possibly further limit Colonial's financial flexibility.

DBRS notes that the signed definitive agreement to receive
$300 million in equity from a group of investors was certainly a
step in the right direction.  However, the deal is subject to
several conditions, some of which are out of Colonial's control.
These conditions include the requirement that investors receive
confirmation that the U.S. Treasury will invest funds in the
Company through the TARP Capital Purchase Program.  Additionally
Colonial now requires numerous regulatory approvals, investors
need to obtain necessary financing, the bank requires approval to
convert to a federal savings and loan association, investors need
to become satisfied that their investment does not trigger a
"change in control" for accounting purposes and that the Company
will not be required to mark its balance sheet to current market
prices.  DBRS comments that the investment from the Treasury was
originally conditioned upon the Company raising the additional
$300 million.  However, DBRS notes that Regulators have an
incentive to close the deal, as the alternative would likely be
more expensive.

In DBRS's opinion, the inability of Colonial to obtain additional
capital will severely limit its ability to absorb future credit
costs and other unforeseen charges.  DBRS comments that the
Company's asset quality remains under extreme pressure, especially
given its substantial troubled Florida-based construction and
development portfolio.  It is anticipated that Colonial's capital
will remain under significant pressure during 2009, given the
deepening recession and severe downturn in the housing market.
With the deteriorating economy yet to stabilize, DBRS anticipates
sizeable additional provisioning during H1 2009.

DBRS notes that positive ratings actions may occur if Colonial
successfully secures the additional capital.  Conversely, the
inability of Colonial to obtain the capital, would likely lead to
a multiple-notch downgrade.  Moreover, DBRS will continue
monitoring the Bank's ability to protect its deposit franchise,
which is an underlying factor in the ratings.

  Issuer                   Debt Rated           Rating Action   Rating
  ------                   ----------           -------------   ------
Colonial BancGroup, Inc.   Issuer &             Downgraded      B (high)
                           Senior Debt

Colonial BancGroup, Inc.   Issuer &             UR-Neg.         B (high)
                           Senior Debt

Colonial BancGroup, Inc.   Subordinated Debt    Downgraded      B

Colonial BancGroup, Inc.   Subordinated Debt    UR-Neg.         B

Colonial BancGroup, Inc.   Short-Term           UR-Neg.         R-4
                           Instruments

Colonial Bank, N.A.        Deposits &          Downgraded      BB (high)
                           Senior Debt

Colonial Bank, N.A.        Deposits &          UR-Neg.         BB (high)
                           Senior Debt

Colonial Bank, N.A.        Subordinated Debt   Downgraded      BB

Colonial Bank, N.A.        Subordinated Debt   UR-Neg.         BB

Colonial Bank, N.A.        Short-Term          Downgraded      R-3
                           Instruments

Colonial Bank, N.A.        Short-Term          UR-Neg.         R-3
                           Instruments

Colonial Capital Trust IV  Trust Preferred     Downgraded      B
                           Securities

Colonial Capital Trust IV  Trust Preferred    UR-Neg.         B
                           Securities

P.C.B. Statutory Trust II  Trust Preferred    Downgraded      B
                           Securities

P.C.B. Statutory Trust II  Trust Preferred    UR-Neg.         B
                           Securities

CBG Florida REIT Corp.     Preferred Shares   Downgraded      B (high)

CBG Florida REIT Corp.     Preferred Shares   UR-Neg.         B (high)


COLONIAL BANCGROUP: S&P Junks Counterparty Credit Rating From 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings, including its long-term counterparty credit rating, on
Colonial BancGroup Inc. to 'CCC' from 'B'.  At the same time, S&P
lowered its long-term counterparty credit ratings on the company's
subsidiaries, including its primary subsidiary Colonial Bank, to
'B-' from 'BB-' and the short-term ratings to 'C' from 'B'.  All
ratings remain on CreditWatch with negative implications.

"The rating action primarily reflects our view that there is
significant execution risk involved with the company's announced
capital plan, especially regarding investor financing, regulatory
approval, and the company's participation in the U.S. Treasury's
Troubled Asset Relief Program.  Specifically, the company
announced that it has signed a definitive agreement with investors
for a $300 million equity investment," said Standard & Poor's
credit analyst Robert Hansen.

The rating action also reflects S&P's concerns that Colonial's
loan portfolio will experience further material credit
deterioration, notably in the construction loan portfolio, as S&P
see continued pressure on home prices and reduced real estate sale
activity.  S&P expects most of the credit deterioration will be in
the residential and commercial construction loan portfolios, which
represent about 31% of total loans and are heavily concentrated in
Florida.

Finally, the rating action incorporates S&P's view that regulatory
risks have increased.  As disclosed in its Form 10-K, Colonial
Bank has been operating under memorandums of understanding with
state and federal regulators since December.  These MOUs required
Colonial Bank to boost both its Tier 1 leverage ratio to 8% and
its total risk-based capital ratio to 12% by March 31, 2009, and
S&P does not believe these requirements have been achieved.

"The CreditWatch listing reflects our opinion that the ratings are
likely to decline even further over the next few months, largely
because of our considerable uncertainty about the company's
execution of its capital plans, the significant credit
deterioration in its loan portfolio, and elevated regulatory
risks.  S&P expects to resolve the CreditWatch within 90 days as
S&P continues to assess these issues," Mr. Hansen added.


COOPER TIRE: S&P Downgrades Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Cooper Tire & Rubber Co. to 'B' from
'B+'.  The outlook is negative.  At the same time, S&P also
lowered its issue-level ratings on the company's debt.

"The downgrade reflects our view of the adverse effect the global
economic downturn is having on replacement tire demand in North
America and Europe and on the company's financial performance,"
said Standard & Poor's credit analyst Lawrence Orlowski.  "We
believe Cooper faces significant problems that will impede its
financial performance for the near term.  Although the company has
been introducing premium products, reducing costs, and expanding
its presence in Asia and Mexico, the very weak fourth quarter of
2008 sharply worsened the company's credit measures," he
continued.

Revenue in the fourth quarter of 2008 decreased by 17% year over
year, and operating losses were $163.8 million, including pretax
restructuring charges.  During 2009, even without a repeat of the
fourth quarter, S&P believes adjusted debt to EBITDA could be more
than 7x, funds from operations to total debt less than 10%, and
EBITDA interest coverage a little more than 2.0x.

In the U.S., Cooper's total unit shipments of light-vehicle tires
decreased 16.6% during 2008, worse than the 9.1% and 6.1% declines
for Rubber Manufacturers Assn. members and the total industry,
respectively.  For all of North America, Cooper's unit shipments
fell about 11.2%.  Industry sales volumes in North America are
projected to be down in 2009 versus 2008.

Growth in the U.S. tire market has been sluggish for several years
and, in S&P's view, has been exacerbated recently because of the
seriousness of the current economic downturn.  Although worn tires
must eventually be replaced, the timing of the replacement cycle
can be pushed out when consumer budgets are squeezed.  To align
its productive capacity with future demand, the company announced
in December that it planned to close its manufacturing facility in
Albany, Georgia.  As a result, the company expects to realize $75
million to $80 million in annual savings through a more efficient
cost structure.

Although the company raised prices in February, July, and October
of 2008, these increases failed to completely cover rising raw
material costs that totaled $258.7 million during the year.  Raw
material costs started to fall in the latter half of 2008, and S&P
expects these costs to continue falling in the first half of 2009
because of weak global industry demand.  S&P believes that as raw
material prices fall, the company's flexibility to maintain or
raise prices might be impeded by industry overcapacity and
competitors' pricing actions in light of weak demand.

To enhance long-term sales growth and have access to low-cost
manufacturing, Cooper continues to focus on its Asian expansion
strategy.  With the ramp-up of production at the Cooper-Kenda
joint venture in China expected to continue, the facility should
be able to produce close to 3 million tires during 2009, and
Cooper will receive 100% of the production until May 2012.
Furthermore, in June, the company announced an agreement to invest
in a tire manufacturing facility in Mexico to secure a source of
low-cost production to serve both the Mexican and North American
markets.

Credit measures as of the end of 2008 did not support even the
current rating.  Still, if raw material costs continue to fall in
2009 and replacement tire demand stabilizes by the end of the
year, S&P would expect the company's credit measures to improve.
S&P project EBITDA interest coverage to be 2.1x and adjusted debt
to EBITDA of more than 7x.

S&P views Cooper's liquidity as adequate for now.  As of Dec. 31,
2008, cash and cash equivalents totaled $248 million.  But if the
company cannot maintain current price levels because of actions by
competitors to take market share, or if demand in North America
remains weak, S&P does not expect a significant rebound in free
cash flow for 2009.

The outlook is negative.  Cooper is facing near-term problems of
decreasing demand in North America and Europe.  The company
currently has adequate liquidity but is expected to generate
negative free cash flow in 2009 and make substantial debt
repayments this year.  S&P could lower its ratings if Cooper is
unable to maintain current prices or if end-market demand weakens
further, leading us to believe that the company's credit measures
are unlikely to move within S&P's expectations for the current
rating.  For instance, if S&P came to believe that the company
would generate negative free operating cash flow of more than
$50 million in 2009, S&P could lower its ratings.  This could
occur if revenue growth was flat and the gross margin was
approximately 5% or less.

On the other hand, Cooper's strategy of diversifying its
production and sales could enable it to counteract cost pressures
and increase sales in emerging markets.  Moreover, if the company
is able to stem market share losses in its private-label segment,
or if raw material costs continue to moderate, S&P would expect a
rebound in EBITDA and free cash flow and would revisit S&P's
negative outlook.  To raise S&P's corporate credit rating, S&P
would expect to see adjusted debt to EBITDA fall below 5.0x on a
sustainable basis.


COURTHOUSE COMMONS: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Courthouse Commons, LLC
                aka Courthouse Commons Partners, LLC
                aka PBM Development, Inc.
                c/o PBM Development, Inc
                30 SE 7 Street
                Boca Raton, FL 33432

Case Number: 09-16072

Involuntary Petition Date: April 2, 2009

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Petitioner's Counsel: Craig I. Kelley, Esq.
                      cik@kelleylawoffice.com
                      Kelley & Fulton PA
                      1665 Palm Beach Lakes Blvd., #1000
                      West Palm Beach, FL 33401
                      Tel: (561) 491-1200

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
AJS Consulting, Inc            security services    $8,499
Andrew J Scott, President
750 Elm Tree Ln
Boca Raton, FL 33432

O.T. Services, Inc.            janitorial services  $7,030
Tim Finity, President
1335 Okeechobee Rd
Suite 500
West Palm Beach, FL 33401

Kamm Consulting, Inc.          engineering services $12,331
Art Kamm, President
1407 W Newport Center Dr
Deerfield Beach, FL 33442


COVENTRY CREEK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Coventry Creek, LLC
        108 Stekoia Lane, Suite 103
        Knoxville, TN 37902

Bankruptcy Case No.: 09-31612

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  Email: ltarpy@htandc.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Victor Jernigan, Chief Manager of the
company.


CRUSADER ENERGY: Receives Delisting Notice From NYSE Amex
---------------------------------------------------------
Crusader Energy Group Inc. received on April 1, 2009, notice from
NYSE Amex LLC, formerly known as the American Stock Exchange, that
the Exchange intends to strike the Company's common stock from
listing on the Exchange.  The Exchange notice states that the
Company is not in compliance with Section 1003(a)(iv), Section 134
and Section 1101 of the Exchange's Company Guide (the "Company
Guide").

On March 30, 2009, the Company and all of its wholly-owned
subsidiaries filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code with the United States
Bankruptcy Court for the Northern District of Texas, Dallas
Division.  The Exchange's notice states that, as a result of the
Company's Chapter 11 filing, the Exchange has determined that the
Company is financially impaired and, therefore, not in compliance
with Section 1003(a)(iv).

The Exchange's notice also states that the Company is not in
compliance with Section 134 and Section 1101 of the Company Guide
as a result of not timely filing its Form 10-K for the year ended
December 31, 2008.  The Company did not timely file its Form 10-K
for the year-ended December 31, 2008, due to the Company's
staffing and financial limitations, the time demands of the
Company's staff in assisting the Company's board of directors in
evaluating and assessing financial and strategic alternatives for
the Company and the resulting lack of human resources to timely
complete the Company's 2008 financial statements.

Furthermore, the Exchange's notice also notes that, as a result of
its Chapter 11 filing, the Company has become subject to Section
1003(c)(3) of the Company Guide, which states that the Exchange
will normally consider suspending dealings in, or removing from
the list, securities of an issuer whenever advice has been
received, deemed by the Exchange to be authoritative, that the
security is potentially without value.  The Company does not
intend to appeal the delisting.

The Exchange halted trading in the Company's common stock prior to
the opening of the market on March 30, 2009.  The Company does not
anticipate that the trading of the Company's common stock will
recommence on the Exchange prior to the Exchange's delisting of
the common stock.

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.

The Company and six affiliates filed voluntary Chapter 11
petitions on March 30, 2009 (Bankr. N.D. Tex. Case No. 09-31797).
Judge Barbara J. Houser presides over the cases.  Beth Lloyd,
Esq., Richard H. London, Esq., and William Louis Wallander, Esq.,
at Vinson & Elkins, LLP, serve as the Debtors' bankruptcy counsel.
As of September 30, 2008, the Debtors had $749,978,331 in total
assets and $325,839,980 in total debts.


CRUSADER ENERGY: Wants Access to Lenders' Cash Collateral
---------------------------------------------------------
Crusader Energy Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to:

   a) use, on interim basis, the cash collateral of the Union
      Bank of California, N.A., et. al. and JPMorgan Chase Bank,
      N.A., et. al;

   b) use cash collateral on a final basis;

   c) grant adequate protection to the prepetition lenders and
      the holders of trade liens; and

   d) make payments to royalty and working interest owners on
      account of prepetition and postpetition sales of oil and
      gas.

Crusader Energy Group Inc. is party to a second amended and
restated credit agreement dated as of June 26, 2008, as amended,
("first lien credit agreement") with Union Bank of California,
N.A., as administrative agent, and the other lenders from time to
time party thereto.  The first lien credit agreement, with a
maturity date of Oct. 4, 2010, was originally a $200,000,000
revolving credit facility with an initial borrowing base limit of
$100,000,000 and was later reduced by amendment to a $140,000,000
revolving line of credit with a borrowing base limit of
$70,000,000.  UBOC further reduced the borrowing base limit to
$25,000,000.  The aggregate principal amount of the advances
currently outstanding under the first lien credit agreement is
approximately $30,000,000.

Crusader is also party under that a second lien credit agreement
dated as of July 17, 2008, among Crusader, JPMorgan Chase Bank,
N.A., as administrative agent, and the other lenders from time to
time party thereto.  The second lien credit agreement is a
$250,000,000 term loan facility with a maturity date of July 18,
2013.  The aggregate principal balance outstanding under the
second lien credit agreement is approximately $249,750,000.  Each
of the Debtor's subsidiaries has guaranteed the obligations under
the credit agreements.

The first lien lenders allege that the obligations under the first
lien credit agreement are secured by a first lien on all of the
material assets of the Debtors, and the second lien lenders allege
that the obligations under the second lien credit agreement are
secured by a subordinate lien on all of the material assets of the
Debtors.  In addition, the first lien lenders and the second lien
lenders allege that the Debtor has pledged to them the Debtor's
rights, title and interest in the equity of each of the Debtor's
subsidiaries.

As of the petition date, unsecured claims aggregate approximately
$49,080,950, which amount excludes deficiency claims under the
credit agreements, if any.

Certain parties, including contractors and subcontractors, allege
that they have provided goods and services to the Debtors, and
have asserted that they have perfected statutory liens on, and
security interests in, certain leaseholds and the related property
and equipment.

The Debtors propose to use the cash collateral, including cash
proceeds, to continue the operation of their businesses.

The Debtors propose to adequately protect the prepetition lenders'
alleged interest in their prepetition collateral in this manner:

   1. The Debtors believe that the value of the prepetition
      collateral substantially exceeds the sum total of the
      indebtedness to the first lien lenders, and the resulting
      equity cushion will protect the first lien lenders against
      any decrease in the value of their interests in the
      prepetition collateral for the duration of the requested
      use of their cash collateral and other prepetition
      collateral interests.

   2. The Debtors propose to make interest payments to the first
      lien lenders in the amounts and at the times set forth in
      the interim budget.

   3. The Debtors propose to grant the prepetition lenders
      replacement liens in their prepetition collateral, subject
      to prior perfected and unavoidable liens and security
      interests and to the extent of any decrease in the value of
      the prepetition lenders' interests as a result of the
      Debtors' use of cash collateral, the Debtors propose to
      grant the prepetition lenders replacement liens upon: (a)
      all assets in which the prepetition lenders held a validly
      perfected lien as of the petition date; (b) all property
      acquired by the Debtors after the Petition Date that is of
      the exact nature, kind or character of the prepetition
      collateral; and (c) all cash and receivables that are the
      proceeds, product, offspring or profits of the prepetition
      collateral.  The Debtors anticipate that those replacement
      liens will adequately protect the prepetition lenders for
      the use of cash collateral.

   4. The Debtors will provide the prepetition lenders with ample
      information relating to projected revenues and expenses,
      actual revenue and expenses, and variances from the Interim
      Budget.  This information will enable the prepetition
      lenders to monitor their interests in the prepetition
      collateral and cash collateral.

The Debtors propose to grant the trade lien holders replacement
liens in their collateral.  The Debtors anticipate that those
replacement liens will adequately protect the Trade Lien
Holders for the use of cash collateral.

The Debtors propose to use cash collateral in accordance with a
budget.  A full-text copy of the Budget is available for free at:

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

                      Baker Hughes' Objection

Baker Hughes Oilfield Operations, Inc., holder of certain lien
rights statutory mineral liens, filed a limited objection to the
Debtor's motion to access cash collateral and grant of adequate
protection and for authority to make payments to royalty and
working interest owners.

Baker Hughes asks the Court that any order authorizing the use of
proceeds from the oil and gas leases upon which liens attach
provide that:

   -- all production revenues or proceeds from the encumbered
      leases are the cash collateral of the trade lien holders;

   -- all postpetition collections of joint interest billings
      encumbered by mineral subcontractor liens are the cash
      collateral of the holders of the liens;

   -- replacement liens deemed perfected without any further
      action be granted in all of Debtors' property securing the
      trade lien holders' claims in an amount equal to the
      postpetition production revenues or proceeds from the
      encumbered leases;

   -- replacement liens deemed perfected without any further
      action be granted in all of Debtors' property securing
      claims in an amount equal to the postpetition collections
      of joint interest billings encumbered by the mineral
      subcontractor liens;

   -- a percentage of the net revenue attributable to the
      encumbered leases be deposited monthly into a segregated
      account for the benefit of trade lien holders; and

   -- to the extent that the value of the replacement liens and
      security interests granted pursuant to the order granting
      use of cash collateral proves to be inadequate to assure
      full payment of the cash collateral used by Debtor, then
      the amount of the cash collateral will be afforded status
      as an administrative priority claim, and, having priority
      over all other costs and expenses of the kind, and will at
      all times be senior to the rights of the Debtors, and any
      successor trustee in this or any subsequent proceedings
      under the Code.

   -- Debtor will furnish to Baker Hughes and the trade lien
      creditors all information provided to the prepetition
      lenders, on the same terms and conditions.

                 About Crusader Energy Group Inc.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explore, develop and acquire
of oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 30, 2009, (Bankr. N. D. Tex. Lead Case No.:
09-31797) Beth Lloyd, Esq., Richard H. London, Esq., and William
Louis Wallander, Esq., at Vinson & Elkins, LLP, represent the
Debtors in their restructuring efforts.  The Debtors' financial
condition as of Sept. 30, 2008, showed total assets of
$749,978,331 and total debts of $325,839,980.


CRUSADER ENERGY: Wants Schedules Filing Extended for 30 Days
------------------------------------------------------------
Crusader Energy Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to extend the
time of filing schedules of assets and liabilities and statement
of financial affairs for an additional 30 days.

Due to the size and complexity of the Debtors' operations and
these cases, the Debtors anticipate that they will be unable to
have the schedules and statements ready for filing within the
initial 15-day period.

The Debtors relate that the extension period will be sufficient to
complete, review and file the schedules and statements.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explore, develop and acquire
of oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 30, 2009, (Bankr. N. D. Tex. Lead Case No. 09-
31797) Beth Lloyd, Esq., Richard H. London, Esq., and William
Louis Wallander, Esq., at Vinson & Elkins, LLP, represent the
Debtors in their restructuring efforts.  The Debtors' financial
condition as of Sept. 30, 2008, showed total assets of
$749,978,331 and total debts of $325,839,980.


CRUSADER ENERGY: Wants Vinson & Elkins as Bankruptcy Counsel
------------------------------------------------------------
Crusader Energy Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for the
authority to employ Vinson & Elkins LLP as counsel.

V&E will:

   a. serve as counsel of record for the Debtors in all
      aspects of the cases, to include any adversary proceedings
      commenced in connection with the cases, and to provide
      representation and legal advice to the Debtors throughout
      the cases;

   b. assist in the formulation and confirmation of a
      Chapter 11 Plan and disclosure statement for the Debtors;

   c. consult with the U.S. Trustee, any statutory committee
      and all other creditors and parties-in-interest concerning
      the administration of the cases;

   d. take all necessary steps to protect and preserve the
      Debtors' bankruptcy estates; and

   e. provide all other legal services required by the Debtors
      and to assist the Debtors in discharging their duties as
      the debtors in possession in connection with these cases.

Rodney L. Moore, a partner at V&E, tells the Court that prior to
the petition date, the Debtors paid V&E the sum of $1,368,892 in
fees and expenses.  Approximately $1,129,532 of these fees and
expenses were incurred in rendering prepetition services.  V&E has
a $265,387 retainer to secure all postpetition fees and expenses.
These funds were maintained in the firm's general retainer
account.

V&E's hourly rates for professionals working on these cases are:

     Junior Associate          $295
     Senior Partner            $880
     Paraprofessional       $105 - $295

Mr. Moore assures the Court that V&E is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Moore can be reached at:

     Vinson & Elkins LLP
     First Tower City, 1001 Fannin Street, Suite 2000
     Houston, TX 77002-6760
     Tel: (713) 758-2222
     Fax: (713) 758-2346

                  About Crusader Energy Group Inc.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explore, develop and acquire
of oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 30, 2009, (Bankr. N. D. Tex. Lead Case No.:
09-31797).  The Debtors' financial condition as of Sept. 30, 2008
, showed total assets of $749,978,331 and total debts of
$325,839,980.


DELPHI FINANCIAL: Fitch Cuts Ratings on Junior Notes to 'BB+'
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating of Delphi
Financial Group, Inc. to 'BBB' from 'BBB+' as well as the ratings
on DFG's senior debt to 'BBB-' from 'BBB' and junior subordinated
notes to 'BB+' from 'BBB-'.

In addition, Fitch downgraded the Insurer Financial Strength
ratings on DFG's Reliance Standard Life Insurance Company, First
Reliance Standard Life Insurance Company, and Safety National
Casualty Corporation subsidiaries to 'A-' from 'A'.  The Rating
Outlook is changed to Negative.

The rating action reflects Fitch's ongoing review of Delphi's
exposure to the current credit market turmoil seen in the material
decline in GAAP equity and earnings, and diminished quality of
capital in the company's insurance subsidiaries.  Particular areas
of concern in Delphi's investment portfolio for additional losses
are its above-average exposure to residential mortgage backed
securities and asset backed securities.  Based on Fitch's
investment loss expectations, likely impairments over the next 12-
18 months exceed Fitch's threshold for the prior rating category.

Favorably, DFG's business lines are less exposed to market risk
than many U.S. life and property/casualty peers.

The Negative Outlook reflects the continuing market uncertainty of
the current investment and economic conditions.  Resolution of the
Negative Outlook rests on Delphi's ability to return to a higher
level of operating profitability, mitigating the risks in the
company's RMBS and ABS portfolio.

Statutory surplus at both RSL and SNCC increased during 2008 as
DFG infused capital into both subsidiaries to offset investment
losses.  DFG bolstered the statutory surplus of RSL and SNCC by
$67 million and $75 million, respectively, by drawing down on
existing bank lines to purchase surplus notes and contributing
holding company investments and common stock.  Fitch views this
capital quality as weaker than capital generated by operating or
capital gains.

GAAP profitability at DFG in 2008 was weakened by $88 million in
realized investment losses and a $136 million reduction in net
investment income primarily from mark-to-market losses in
alternative investments.  Overall net income fell to $37 million
in 2008 from $165 million in 2007.  This translated to a return on
common equity of 3.7% and 14.2%, respectively.  Despite earning a
profit in 2008, DFG's equity declined by $320 million, or 28%, to
$820 million due primarily to unrealized losses on its investment
portfolio.

DFG's adjusted financial leverage (which includes a 75% equity-
credit adjustment for capital securities and excludes debt payable
to the Federal Home Loan Bank) increased to 23.2% at Dec. 31, 2008
from 16.7% at year-end 2007 as DFG borrowed money to bolster
surplus at the operating subsidiaries.  Equity credit adjustments
recognize the loss absorption characteristics of the capital
securities' junior subordinated ranking and the cash payment
deferral of the five-year cumulative dividend deferral mechanism.
DFG's operating earnings-based interest and preferred dividend
coverage for 2008 was down by half to 4.8 times (x).

Fitch downgraded these ratings with a Negative Outlook:

Delphi Financial Group, Inc.

  -- IDR to 'BBB' from 'BBB+';

  -- 8% senior notes due 2033 to 'BBB-' from 'BBB';

  -- 7.376% junior subordinated notes due 2067 to 'BB+' from
     'BBB-'.

Reliance Standard Life Insurance Co.
First Reliance Standard Life Insurance Co.
Safety National Casualty Corp.

  -- IFS to 'A-' from 'A'.


DEVELOPERS DIVERSIFIED: S&P Cuts Corporate Credit Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Developers Diversified Realty Corp. to 'BB' from
'BBB-'.  S&P also lowered its ratings on the company's unsecured
debt to 'BB+' from 'BBB-' and on its preferred stock to 'B' from
'BB' and removed all of the ratings from CreditWatch, where they
were placed on March 6, 2009.  At the same time, S&P assigned a
recovery rating of '2' to the company's senior unsecured debt,
indicating S&P's expectation of a substantial recovery (70%-90%)
in the event of a payment default.  The outlook on DDR is
negative.

"The downgrade reflects our concern that DDR will be challenged to
improve its currently constrained liquidity position and reduce
its high leverage before its meaningful debt maturities from 2010
through 2012, when roughly 75% of the company's consolidated debt
comes due," said credit analyst Elizabeth Campbell.  "Even
following a planned April equity raise, the company will remain
highly reliant on asset sales and monetizations to raise capital.
Additionally, S&P expects that higher retailer vacancies are
likely to erode operating income this year, which would further
pressure DDR's already low debt protection measures."

High leverage and a heavily drawn credit facility limits DDR's
financial flexibility.  Even following the company's prudent
actions to date to bolster the balance sheet, DDR remains highly
reliant on targeted asset sales and monetizations to raise capital
in advance of its significant debt maturities in 2010 through
2012, at a point in the real estate cycle when transactions have
become increasingly challenging.  DDR's higher refinancing costs
and potential compression of core cash flow from further retailer
stress will pressure the company's currently low debt coverage
measures.  S&P would lower the credit rating further if the
company's leverage or liquidity profile weakens, or if fixed-
charge coverage dips below S&P's 1.5x stress scenario forecast.
Conversely, S&P would consider revising the outlook to stable if
liquidity and leverage improve and coverage metrics are sustained
above S&P's scenario forecast level.


DIVERSEY HARBOR: Moody's Comments on Entry to Novation Agreement
----------------------------------------------------------------
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 Diversey Harbor ABS CDO, Ltd. (the
"Issuer"), Citigroup Financial Products, Inc. (the
"Counterparty"), Bank of America, National Association (the
"Trustee), Vanderbilt Capital Advisors LLC (the "Collateral
Manager") and Deutsche Bank AG, London Branch (the "Transferee")
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 Diversey Harbor ABS CDO, Ltd.:

-- $1,250,000,000 Class A-1M Floating Rate Senior Secured Notes
   Due 2046, Caa3 Under Review for Possible Downgrade;
   Previously on December 16, 2008, downgraded to Caa3 and
     Placed Under Review for Possible Downgrade;

-- $675,000,000 Class A-1Q Floating Rate Senior Secured Notes
   Due 2046, Caa3 Under Review for Possible Downgrade;
   Previously on December 16, 2008, downgraded to Caa3 and
   Placed Under Review for Possible Downgrade;

-- $200,000,000 Class A-2 Floating Rate Senior Secured Notes Due
   2046, C; Previously on October 23, 2008, downgraded to C;

-- $245,000,000 Class A-3 Floating Rate Senior Secured Notes Due
   2046, C; Previously on June 2, 2008, downgraded to C;

-- $60,000,000 Class A-4 Floating Rate Senior Secured Notes Due
   2046, C; Previously on June 2, 2008, downgraded to C;

-- $25,000,000 Class B Floating Rate Subordinate Secured
   Deferrable Notes Due 2046, C; Previously on June 2, 2008,
     downgraded to C; and

-- $24,000,000 Class C Floating Rate Junior Subordinate Secured
     Deferrable Notes Due 2046, C; Previously on June 2, 2008,
     downgraded to C.

On June 1, 2006, Citigroup Financial Products Inc. and the Issuer
entered into an interest rate swap, as documented by an ISDA
Master Agreement, Schedule and Credit Support Annex 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 June 1, 2006, Diversey Harbor ABS CDO, Ltd. is
an ABS CDO currently managed by Vanderbilt Capital Advisors LLC.


DM INDUSTRIES: Wants 14-Day Extension on Schedules & SOFA Filing
----------------------------------------------------------------
DM Industries, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend the time within which the
Debtor must file its schedules of assets and liabilities, and
statement of financial affairs for an additional 14 days from the
deadline.

The Debtor has assembled the majority of the information necessary
to file the schedules and statements and requires more time to
prepare and file the schedules and statements.

Headquartered in Opa-Locka, Florida, DM Industries, Ltd. makes
portable redwood spas, tubs and showers spas.  The Debtor filed
for Chapter 11 protection  on March 27, 2009, (Bankr. S. D. Fla.
Case No.: 09-15533).  Arthur J. Spector, Esq., at Berger
Singerman, P.A., represents the Debtor in its restructuring
efforts.  The Debtor listed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.


DOLLAR THRIFTY: S&P Downgrades Corporate Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on car
rental company Dollar Thrifty Automotive Group Inc., including the
long-term corporate credit rating to 'CCC' from 'CCC+'.  All
ratings were removed from CreditWatch, where they were initially
placed with negative implications on Feb. 12, 2008, and
subsequently lowered three times and maintained on CreditWatch.
The outlook is now negative.

S&P lowered the issue-level ratings on the company's secured
corporate credit facility to 'CCC-' (one notch below the corporate
credit rating) from 'CCC+' and removed the ratings from
CreditWatch.  At the same time, S&P revised the recovery rating on
this debt to '5' from '3', indicating expectations of modest (10%-
30%) recovery of principal in the event of a payment default.
This is based upon S&P's expectation that the current credit
markets will continue to require higher collateralization for
secured vehicle facilities, leaving less available for the
unsecured lenders.  Also, a shift by Dollar Thrifty to a higher
percentage of risk vehicles in its fleet, combined with a soft
automotive retail market, suggests that unsecured recoveries would
be lower in the event of a payment default.

"The rating actions are based on our expectations that the
company's earnings and cash flow will remain under pressure in
2009 because of both continued weak demand and the effect of a
weak (albeit recently somewhat improved) used car market, which
will likely result in continued high depreciation expense," said
Standard & Poor's credit analyst Betsy Snyder.  "In addition, S&P
is still concerned about the company's ongoing exposure to
financially challenged Chrysler LLC," the analyst continued.  The
ratings take into account actions the company has taken to reduce
debt maturities through 2009, along with covenant relief that it
obtained in February 2009 which lasts through the 2013 maturity of
the corporate credit facility.

The ratings on Tulsa, Oklahoma-based Dollar Thrifty reflect a
highly leveraged financial profile, its small market share, the
company's significant exposure to Chrysler, and the price-
competitive and cyclical nature of on-airport car rentals.
Ratings also incorporate the strong operating cash flow the car
rental business generates.  In 2008, Dollar Thrifty's credit
ratios remained relatively consistent, despite lower demand and
pricing, and higher vehicle costs because of a weak used car
market (in which the company utilizes to dispose of its vehicles),
which resulted in losses on certain vehicle types and higher
depreciation expense.

Dollar Thrifty faces considerable uncertainty regarding its 2009
operating performance and is exposed to potentially weaker used
car prices, which could reduce proceeds from vehicle sales that it
needs to pay $500 million of ABS debt maturing in 2010.  Weaker-
than-expected operating performance could also result in violation
of covenants requiring minimum unrestricted cash of $100 million
and minimum tangible net worth of $150 million later in 2009.  If
any of these were to occur, S&P would likely lower the ratings.
An outlook revision to stable is not anticipated in the current
environment.


ESP FUNDING: Moody's Comments on Entry to Novation Agreement
------------------------------------------------------------
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") 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.:

-- $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;

-- $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;

-- $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;

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

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

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

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

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

-- $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.


FARMERS' MUTUAL: A.M. Best Withdraws 'B-' Fin'l Strength Rating
---------------------------------------------------------------
A.M. Best Co. has withdrawn the financial strength rating of B-
(Fair) and issuer credit rating of "bb-" of Farmers' Mutual Fire
Insurance Company of Dug Hill (Dug Hill) (Manchester, MD).  At the
same time, A.M. Best has assigned a category NR-5 (Not Formally
Followed) to the FSR and an "nr" to the ICR.

The rating actions follow the announcement that Dug Hill has
merged with Windsor-Mount Joy Mutual Insurance Company (Windsor-
Mount Joy) (Ephrata, PA).  As part of the merger, Windsor-Mount
Joy assumed all liabilities and obligations under and according to
the terms of the policies issued by Dug Hill.  As a result,
policyholders of Dug Hill are now insured by Windsor-Mount Joy.

Windsor-Mount Joy's FSR of A (Excellent) and ICR of "a+" are
unchanged by this transaction. The outlook for both ratings is
stable.


FLEETWOOD ENTERPRISES: Gets Interim OK to Use $80MM BofA DIP Loan
-----------------------------------------------------------------
Fleetwood Enterprises, Inc., reported that the U.S. Bankruptcy
Court has approved orders that the company requested to support
the continued operation of its motor home and manufactured housing
businesses.

On April 1, 2009, Fleetwood received authorization through an
interim order to obtain up to $80 million in Debtor-in-Possession
financing to supplement the company's working capital needs,
including a $65 million sub-limit for Letters of Credit that the
company had in place prior to its Chapter 11 filing.  The Court
authorized the DIP financing as senior secured super-priority
post-petition extensions of credit from its lenders, led by Bank
of America, N.A. as agent.  An additional hearing will be held on
April 21, 2009, regarding a final order on the company's DIP
financing.

Fleetwood also announced that its requests to pay pre-petition
dealer and retailer sales incentives and warranty service claims
for Fleetwood motor homes and manufactured homes were approved.
Under Chapter 11, the company is permitted to continue to pay for
approved post-petition warranty service that is performed on
Fleetwood motor homes and manufactured homes and to pay for sales
incentives earned on or after March 10, 2009, in the ordinary
course of business.

Additional requests made since the company voluntarily filed for
Chapter 11 on March 10, 2009, have also been approved.  The
orders, entered by Judge Meredith A. Jury of the Central District
of California in Riverside, include:

    -- Authorization for Fleetwood to access its pre-existing
       cash management systems and its cash collateral.

    -- Approval to pay outstanding pre-petition employee expenses
       And workers' compensation claims.

    -- Authorization to pay certain common carriers and other
       vendors for pre-petition amounts outstanding. The company
       has submitted a motion requesting permission to pay
       certain additional vendor claims, which has not yet been
       heard by the Court.

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


FLEETWOOD ENTERPRISES: Shuts Down Ohio Plant, Lays Off Workers
--------------------------------------------------------------
The Journal Gazette reports that Fleetwood Enterprises Inc. has
shut down its travel-trailer plant in Edgerton, Ohio, and laid off
175 workers.

The Journal Gazette relates that Fleetwood already laid off 170
employees from its Decatur operations just after disclosing that
it had filed Chapter 11 bankruptcy in March.  According to The
Journal Gazette, Fleetwood notified the Indiana Department of
Workforce Development that 443 of its 700 Decatur employees have
worked less than half their normal hours in the past four months.
Fleetwood said that the remaining employees continue working less
than half time through May, The Journal Gazette states.

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.


FLEXIBLE PACKAGING: 341(a) Meeting Slated for May 1 in Puerto Rico
------------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Flexible Packaging Company, Inc., and its debtor-affiliates'
Chapter 11 cases on May 1, 2009, at 9:00 a.m., at Ochoa Building,
500 Tanca Street, First Floor, San Juan, Puerto Rico.

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

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

Headquartered in Bayamon, Puerto Rico, Flexible Packaging Company,
Inc. -- http://www.flexpackmag.com/-- makes and sells plastics
foam products.  The Debtor and its debtor-affiliates filed for
Chapter 11 protection on March 28, 2009, (Bankr. D. P.R. Lead Case
No. 09-02335) Wigberto Lugo Mender, Esq., at Lugo Mender & Co.
represents the Debtors in their restructuring efforts.  The
Debtors listed estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.


FOAMEX INT'L: Committee Balks at Auction Protocol, Matlin Fees
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Foamex
International, Inc., et al., objects to the Debtors' motion for
the entry of an order approving the proposed bid procedures for
the sale of substantially all of Foamex's assets and approving the
payment of the break-up fee and expense reimbursement in
connection with the sale.

The United States Trustee, the Law Debenture Trust Company of New
York and Term Lenders have also submitted objections to the
proposed bidding procedures.  Deutsche Bank Trust Company
Americas, as Indenture Trustee, filed a limited objection.

As reported in the Troubled Company Reporter on March 26, 2009,
Foamex International Inc. agreed to sell substantially all of its
assets to MP Foam DIP, LLC, an affiliate of MatlinPatterson
Global Opportunities Partners III L.P.  MP agreed to pay
$105 million, of which $78.4 million is a combination of cash and
MatlinPatterson's DIP claim, for Foamex's assets.

As reported in the Troubled Company Reporter on March 19, 2009,
the Court granted final approval for up to $95 million in Foamex
International Inc. debtor-in-possession financing provided by
MatlinPatterson and Bank of America.

Pursuant to the proposed bid protocol, parties will have a May 15
deadline to submit bid.  Should a qualified be received in
addition to MatlinePatterson's, an auction has been scheduled for
May 19.  The bid protocol hearing is scheduled for April 7, with
objections due April 2.  The hearing to consider approval of the
sale to MP Foam, or the winning bidder will be on May 21, with
objections due May 15.

A copy of the Bid Protocol is available at:

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

                      Committee's Objections

The Committee tells the Court that the Debtors have failed to
demonstrate any benefit to their creditors from the proposed sale
process other than a benefit to MatlinPatterson, the ultimate
beneficiary of the proposed sale.

Specifically, the Committee argues that the Debtors and MP Foam
propose a "truncated sale process that will proceed at
unreasonable speed, resulting in the liquidation of substantially
all of the Debtors' assets in less than 40 days of an open
marketing process."  The Committee says that the Court should
allow the parties more time to properly market the Debtors' assets
so that value can be maximized for all interested parties, not
just MP Foam.

The Committee also objects to the proposed $4,500,000 in "stalking
horse protections", claiming that these are unreasonable and
should not be paid absent a consummation of a sale with an
alternative bidder, and should only be considered at the sale
hearing.  The Committee also says any bidding incentives should
not be administrative expenses against the Debtors' estates, but
solely paid, if at all, from sale proceeds.

The Committee asks the Court that it be allowed to participate in
all substantive decisions affecting the sale process and that the
Debtors should be required to consult with the Committee on all
aspects of the bidding procedures and the sale process.

The Committee also objects to the $10 million securities deposit
as being too high and should be lowered, because it "chills"
bidding.

                    About Foamex International

Foamex International Inc. (FMXL) -- http://www.foamex.com/--
headquartered in Media, PA, produces polyurethane foam-based
solutions and specialty comfort products.  The company services
the bedding, furniture, carpet cushion and automotive markets and
also manufactures high-performance polymers for diverse
applications in the industrial, aerospace, defense, electronics
and computer industries.

The company and eight affiliates first filed for chapter 11
protection on September 19, 2005 (Bankr. Del. Case Nos. 05-12685
through 05-12693).  On February 2, 2007, the U.S. Bankruptcy Court
for the District of Delaware confirmed the Debtors' Second Amended
Joint Plan of Reorganization.  The Plan became effective and the
company emerged from chapter 11 bankruptcy on February 12, 2007.

Foamex missed $7.3 million in interest payments due at the end of
the Jan. 21 grace periods on the company's $325 million first-lien
term loan and the $47 million second-lien term loan.

On February 18, 2009, Foamex International Inc. and seven
affiliates filed separate voluntary Chapter 11 petitions (Bankr.
D. Del. Lead Case No. 09-10560).  The Hon. Kevin J. Carey presides
over the cases.  Ira S. Dizengoff, Esq., Phillip M. Abelson, Esq.,
and Brian D. Geldert, Esq., at Akin Gump Strauss Hauer in New
York; and Mark E. Felger, Esq., and Jeffrey R. Waxman, Esq., at
Cozen O'Connor, in Wilmington, Delaware, serve as bankruptcy
counsel.  Investment Banker is Houlihan Lokey; accountant is
McGladrey & Pullen LLP, and claims and noticing agent is Epiq
Bankruptcy Solutions LLC.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamilton LLP, represent the Official
Committee of Unsecured Creditors as counsel.  As of September 28,
2008, the Debtors had $363,821,000 in total assets, and
$379,710,000 in total debts.


FORD MOTOR: Primus Discloses Credit Default Swap Exposure
---------------------------------------------------------
Primus Guaranty, Ltd., commented on certain aspects of the credit
default swap portfolio of Primus Financial Products, LLC.

The Company noted that, despite continued uncertainty and
volatility in the global financial and credit markets during the
first quarter of 2009, Primus Financial experienced one new credit
event in its single-name CDS portfolio during this period.
According to the International Swaps and Derivatives Association,
Inc., there were a total of 15 credit events in the first three
months of the year.

The Company also said that as of March 31, 2009, Primus Financial
did not have CDS exposure to any of the Big 3 U.S. automakers in
its single-name or tranche CDS portfolios.  While the Company's
policy is to refrain from commenting on individual exposures in
Primus Financial's portfolio unless there is a credit event, it is
making this disclosure in light of the significant financial news
and interest in these companies.

The credit event that Primus Financial experienced during the 2009
first quarter was related to Idearc Inc., which recently filed a
petition under Chapter 11 of the U.S. Bankruptcy Code.  Primus
Financial's single-name CDS notional exposure referencing Idearc
is $10 million with current counterparties.  Primus Financial also
has CDS exposure to Idearc in its bespoke tranche portfolios,
which are not subject to first loss due to existing subordination
levels.  The Company does not anticipate that Primus Financial
will have to make payments on its bespoke tranche transactions as
a result of the Idearc bankruptcy.  However, the capital
requirements associated with each tranche will increase as a
result of a reduction in tranche subordination.

Primus Guaranty, Ltd. is a Bermuda company, with its principal
operating subsidiaries, Primus Financial Products, LLC and Primus
Asset Management, Inc., headquartered in New York City.  Primus
Financial Products provides protection against the risk of default
on corporate, sovereign and asset-backed security obligations
through the sale of credit swaps to dealers and banks.  Primus
Asset Management provides credit portfolio management services to
Primus Financial Products, and manages private investment
vehicles, including two collateralized loan obligations and three
synthetic collateralized swap obligations for third parties.


GATEHOUSE MEDIA: S&P Cuts Issue-Level Rating on Loans to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Fairport, New York-based GateHouse Media Operating Inc.'s senior
secured credit facilities to '5', indicating S&P's expectation of
modest (10% to 30%) recovery for lenders in the event of a payment
default, from '3'.  S&P lowered the issue-level rating on these
loans to 'CCC' (one notch lower than the 'CCC+' corporate credit
rating on the company) from 'CCC+', in accordance with out
notching criteria for a recovery rating of '5'.  The revised
recovery rating reflects a more significant decline in cash flow
than that used in S&P's previous analysis due to the challenging
operating conditions in the newspaper sector.

At the same time, S&P affirmed its 'CCC+' corporate credit rating
on GateHouse.  The rating outlook remains negative.

"The 'CCC+' corporate credit rating reflects our opinion that the
company's capital structure is not sustainable over the
intermediate term given our expectation for newspaper industry
performance over this time frame," said Standard & Poor's credit
analyst Liz Fairbanks.

With adjusted debt to EBITDA of over 9.5x at December 2008 and
S&P's expectation that credit measures will continue to weaken
meaningfully due to EBITDA declines and limited debt repayment,
S&P believes the company will have to restructure its debt
obligations.  To this end, the company successfully negotiated an
amendment to its credit facility that allows it to repurchase
senior secured term loans at prices below par through a Modified
Dutch Auction.  Per S&P's criteria on distressed debt exchanges,
S&P would lower the corporate credit rating for GateHouse to 'CC'
upon the company's announcement that it had begun an auction, and
to 'D' at the completion of the auction.  The amendment requires
the company to achieve minimum liquidity of $20 million (cash and
revolver availability) before pursuing a sub-par auction, and S&P
does not expect the company to achieve this level of liquidity
until at least 2010.

The rating incorporates S&P's expectation that GateHouse's EBITDA
could decline by about 30% in 2009.  The company reported that
2008 same-store revenue and EBITDA declined about 6% and 20%,
respectively.  GateHouse's portfolio of papers primarily serves
local markets, and advertising revenue declines in these papers
compared favorably to portfolios of papers more heavily focused in
metro areas.  However, S&P is concerned that 2009 revenue declines
will exceed 2008 same-store levels, resulting in a year-over-year
revenue decline in the mid-teens percentage area.


GENERAL MOTORS: To File For Bankruptcy If Restructuring Fails
-------------------------------------------------------------
GM said in a filing with the U.S. Treasury Department that it is
prepared to file for bankruptcy protection if it fails to
restructure out of court.

GM said in the progress report submitted to President Obama on
March 31, "In order to be prepared for events possibly
precipitating a bankruptcy filing (for example, unsuccessful bond
exchange or VEBA negotiations), the Company continues to evaluate
its in-court restructuring options as part of contingency planning
activities.  The Company believes that the impact of a bankruptcy
filing on its business would be substantial, on both wholesale (GM
to dealers) and retail (GM dealer to customer) levels, as
discussed in the February 17 submission."

"General Motors continues to strongly believe that out-of-court
restructuring provides the highest value outcome for its customers
and this country long term.  However, if the changes needed for
long-term restructuring cannot be obtained out of court, the
Company is prepared and would consider in-court options.  Such
options would be enhanced by the Administration's commitment to
back GM customer warranties, and to provide support for a rapid
emergence from any in-court process."

              GM Financial Woes May Drag Down PBGC

Josh Mitchell and Darrell A. Hughes at Dow Jones Newswires reports
that the Pension Benefit Guaranty Corp., the federal agency that
protects pensions for employees, may have to seek for government
bailout in the future if GM and Chrysler would go bankrupt.

According to Dow Jones, PBGC would have to absorb the retirement
plans of GM and Chrysler if these companies collapse.  Dow Jones
quoted Rep. Dave Camp as saying, "It's a very great concern.  It
would almost double the number of pensions in the PBGC just in one
fell swoop."  A PBGC takeover of pensions at GM and Chrysler would
also affect their retirees, whose pension benefits would be cut by
as much as 60% because federal law limits how much the agency can
pay in annuity benefits, the report state, citing Rep. Camp.

Dow Jones notes that the PBGC would have to be responsible for the
pensions of as many as 925,000 retired auto workers -- 670,000
people from GM and about 255,000 from Chrysler -- and would likely
increase the PBGC's $11 billion deficit.  The report says that the
PBGC currently pays pension benefits to 630,000 retirees.

The task force is studying the situation closely and wants to
protect worker pensions as much as possible, Dow Jones states,
citing an administration official.

                     About General Motors

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

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

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

                          *     *     *

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

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

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

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


GENERAL MOTORS: Gov't Action No Immediate Impact on DBRS Ratings
----------------------------------------------------------------
Dominion Bond Rating Service notes that the Obama administration
has officially rejected the restructuring plan of General Motors
Corporation.  However, the U.S. government has also committed to
providing sufficient working capital to the Company for a period
of 60 days.  The actions of the U.S. government have no immediate
impact on GM's current ratings, with its Issuer Rating remaining
at CC with a Negative trend.  DBRS continues to be of the opinion
that the Company has just sufficient liquidity to maintain
operations over the near term.  Absent additional funding, the
Company's liquidity position would likely fall below minimally
required levels.

The Obama administration deemed that GM's submitted restructuring
plan was not strong enough to ensure the Company's viability going
forward.  However, the U.S. government also concluded that GM
could be viable with more aggressive restructuring.  Accordingly,
the government has agreed to provide GM with 60 days of working
capital, during which time the Company is to complete a more
aggressive restructuring plan.  It was noted that the Subsequent
Restructuring would require further concessions than those already
made by several stakeholders, most notably creditors and unions
but also suppliers and dealers. GM will also have to revisit its
brand and nameplate strategy.  As the government was of the
opinion that a "clean sheet" would be required to lead GM into the
future, Rick Wagoner will step down as CEO.  He is to be succeeded
by Fritz Henderson, the current president and COO.

The U.S. government also revealed that an expedited bankruptcy
process might represent the best path for GM to eliminate
unsustainable debt loads.  It was emphasized that this bankruptcy
process would not be a liquidation, but instead an accelerated
restructuring of the Company.  In response to consumer fears, the
U.S. government has also agreed to guarantee the warranties of GM
vehicles during the restructuring period.  DBRS considers this a
positive move as it will help mitigate consumers' perceived risk
of acquiring a GM vehicle given the Company's weak financial
position.  Additionally, the government will attempt to accelerate
federal purchases of government cars while also increasing the
flow of credit to consumers and dealers.

DBRS notes that the announced measures are in response to industry
sales that have collapsed in 2009 below levels that were already
very weak the prior year.  Total U.S. industry sales in both
January and February 2009 were below ten million units on a
seasonally adjusted annual basis compared with total annual unit
sales of 13.2 million in 2008 and 16.1 million in 2007.


GENERAL MOTORS: Primus Discloses Credit Default Swap Exposure
-------------------------------------------------------------
Primus Guaranty, Ltd., commented on certain aspects of the credit
default swap portfolio of Primus Financial Products, LLC.

The Company noted that, despite continued uncertainty and
volatility in the global financial and credit markets during the
first quarter of 2009, Primus Financial experienced one new credit
event in its single-name CDS portfolio during this period.
According to the International Swaps and Derivatives Association,
Inc., there were a total of 15 credit events in the first three
months of the year.

The Company also said that as of March 31, 2009, Primus Financial
did not have CDS exposure to any of the Big 3 U.S. automakers in
its single-name or tranche CDS portfolios.  While the Company's
policy is to refrain from commenting on individual exposures in
Primus Financial's portfolio unless there is a credit event, it is
making this disclosure in light of the significant financial news
and interest in these companies.

The credit event that Primus Financial experienced during the 2009
first quarter was related to Idearc Inc., which recently filed a
petition under Chapter 11 of the U.S. Bankruptcy Code.  Primus
Financial's single-name CDS notional exposure referencing Idearc
is $10 million with current counterparties.  Primus Financial also
has CDS exposure to Idearc in its bespoke tranche portfolios,
which are not subject to first loss due to existing subordination
levels.  The Company does not anticipate that Primus Financial
will have to make payments on its bespoke tranche transactions as
a result of the Idearc bankruptcy.  However, the capital
requirements associated with each tranche will increase as a
result of a reduction in tranche subordination.

Primus Guaranty, Ltd. is a Bermuda company, with its principal
operating subsidiaries, Primus Financial Products, LLC and Primus
Asset Management, Inc., headquartered in New York City.  Primus
Financial Products provides protection against the risk of default
on corporate, sovereign and asset-backed security obligations
through the sale of credit swaps to dealers and banks.  Primus
Asset Management provides credit portfolio management services to
Primus Financial Products, and manages private investment
vehicles, including two collateralized loan obligations and three
synthetic collateralized swap obligations for third parties.


GMAC LLC: $5-Bil. Aid from TARP Requires Lower Year-End Bonuses
--------------------------------------------------
Aparajita Saha-Bubna at The Wall Street Journal reports that the
Troubled Asset Relief Program has caused GMAC LLC to pay out
lesser in year-end bonuses than in third-quarter retention
payments.

According to WSJ, GMAC paid executives about $28 million in the
third quarter 2008 in what it called retention payments to make up
for the declined value of long-term incentive plans.  WSJ says
that GMAC CEO Al de Molina received about $4.64 million.

When GMAC turned into a bank-holding company, it accepted some
$5 billion under TARP at year-end, WSJ relates.  WSJ states that
about 21 senior executives received a total of $10 million in
year-end bonuses, while Mr. de Molina and these top executives
received nothing:

     -- Chief Financial Officer Robert Hull,
     -- Chief Risk Officer Sam Ramsey, and
     -- President Bill Muir.

WSJ notes that Messrs. Hull and Ramsey received payments that
included $2.32 million each in the third quarter, while Mr. Muir
got $1.74 million.

                         About GMAC LLC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses. GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

GMAC is the biggest lender to GM's 6,500 dealers nationwide, most
of which get the financing they need to operate and buy vehicle
inventory from the automaker, CNNMoney.com notes.

GMAC Financial Services is in turn wholly owned by GMAC LLC.
Cerberus Capital Management LP led a group of investors that
bought a 51% stake in GMAC LLC from General Motors Corp. in
December 2006 for $14 billion.

On Dec. 24, 2008, GMAC Financial Services' application to
become a bank holding company under the Bank Holding Company Act
of 1956, as amended, was approved by the Board of Governors of the
Federal Reserve System.  In addition, GMAC Bank received approval
from the Utah Department of Financial Institutions to convert to a
state bank.  As a bank holding company, GMAC will have expanded
opportunities for funding and access to capital, which will
provide increased flexibility and stability.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2008,
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC (CC/Watch Neg/C) and its 100% owned subsidiary, Residential
Capital LLC (CC/Watch Neg/C) are not affected by GMAC's
announcement that it extended the early delivery time with respect
to separate private exchange offers and cash tender offers to
purchase or exchange certain of its and its subsidiaries' and
Residential Capital's outstanding notes to provide investors with
a final opportunity to consider the GMAC and Residential Capital
LLC offers.


GOODMAN GROUP: S&P Cuts Rating on Goodman Plus Hybrid to 'BB+'
--------------------------------------------------------------
On April 2, 2009, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on the Goodman Group to 'BBB'
from 'BBB+'.  At the same time, the rating was removed from
CreditWatch with negative implications, where it was placed on
Feb. 26, 2009.  The rating on the Goodman Plus hybrid was also
lowered to 'BB+' from 'BBB-'.  The rating outlook is negative.

The rating downgrade reflects S&P's concerns that the group's
financial profile will continue to remain outside S&P's
expectations for the 'BBB+' rating due to higher debt levels and
the expected pressure on future earnings as Goodman's major
tenants cope with declining economies, which may reduce demand for
industrial and office-park space. S&P's concerns are also focused
on the group's reduced access to capital, as evidenced by the
challenging conditions in the global debt and equity markets.  S&P
also believe that the group's capital structure is aggressive,
reflecting the debt-funded acquisitions, which have been purchased
on the expectation that they would be sold down into managed funds
and/or to third parties.

Goodman's recently reported half-year results for fiscal 2009
revealed that the company is facing challenges in executing its
business strategy of owning, developing, and managing industrial
property across Asia Pacific, the U.K., and Europe.  Difficult
market conditions for industrial property and the office-park
market, coupled with a sharp depreciation in the Australian dollar
relative to the euro and pound sterling, are depressing Goodman's
financial metrics to levels sub-par for the 'BBB+' rating.  S&P
believes that the financial metrics are unlikely to improve in the
near term and the group's look-through EBIT interest cover is
likely to remain about 2.5x, below expectations for the 'BBB+'
rating of 3x; at the same time, S&P expects the group's gearing
ratio (debt-to-assets) to remain about 52%, above management's
preferred target of 50%.  While Goodman has been recycling
warehoused assets into self-managed funds, and has successfully
undertaken asset sales to reduce its investment holdings, the
increase in its cornerstone investment holdings above its
preferred holding has placed pressure on the group's look-through
credit metrics.  S&P expects that Goodman will continue its
disciplined approach to capital and operational expenditure,
coupled with a prudent approach to capital management, which are
critical to countering the impact of further market weakness.

Standard & Poor's acknowledges that the lower earnings
contribution from the group's more volatile development operations
supports earnings quality and illustrates Goodman's reducing
exposure to development activities.  In the first half of fiscal
2009, property investments comprised 70% of the group's EBIT (on a
look-through basis), with management-fee income contributing 24%
and development 6%.  The development pipeline has been
substantially wound back to A$1.5 billion, from
A$3.1 billion; Goodman is responsible for 11% of this development
spending, with the remainder funded by third parties and Goodman
funds.  In addition, management has responded to the challenging
market conditions with an equity raising of A$956 million and
A$378 million of asset sales to counter the devaluation in the
Australian dollar and to provide a buffer against portfolio
devaluations.

                            Liquidity

Goodman's liquidity is considered adequate, as available liquidity
will diminish after May 2010.  The next sizeable debt maturities
are: the first tranche of its syndicated facility maturing on May
24, 2009, drawn to A$460 million; a
A$115.6 million bank facility due on Dec. 31, 2009; followed by
the second tranche of its syndicated facility of A$520 million due
on May 24, 2010.  S&P remain focused on the May 2010 debt
maturity, as Goodman's access to cash and undrawn committed bank
facilities diminishes considerably if the preceding debt is not
able to be rolled over.  With the combination of the
A$166.7 million of cash held at Dec. 31, 2008, and about
A$674 million of available bank-debt facilities, Goodman has
liquidity to meet net investment cash outflows over the next 12
months.

Although Goodman has no existing unfunded capital requirements,
S&P regard ongoing access to capital as a key measure of financial
flexibility for stapled property entities.  Goodman's committed
capital expenditure and short-term debt refinancing tasks are
covered by adequate access to cash and undrawn committed bank
facilities.  Within the funds business, there is A$124 million of
debt financing due in calendar 2009.  There remains adequate
covenant headroom for Goodman's on-balance-sheet debt facilities
and other managed funds.

Standard & Poor's expects that Goodman will continue with its
strategy of further diversifying its sources of debt capital,
lengthening its debt-maturity profile, and reducing its reliance
on the banking sector.  However, given the difficult financing
markets, this strategy is proving to be problematic.

                        Outlook: Negative

The ability for Goodman to strengthen its financial and liquidity
profile and maintain ready access to capital markets is key to
returning the 'BBB' rating to a stable footing.  This would be
achieved by the group successfully extending its debt-maturity
profile beyond the current weighted average of 3.5 years,
achieving financial metrics that are consistent with the long-term
targets, and successfully maintaining adequate liquidity to meet
forthcoming capital commitments and debt maturities.  Downward
pressure on the long-term rating would be a result of a more
severe weakening in the industrial and office-park markets that
further depress earnings, and if Goodman encounters significantly
higher costs or lender resistance associated with its future debt
rollovers.

                           Ratings List

             Downgraded; CreditWatch/Outlook Action

                          Goodman Group

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

                Goodman Australia Finance Pty Ltd.

                               To                From
                               --                ----
Senior Unsecured              BBB               BBB+/Watch Neg

                    Goodman Finance (Lux) sarl

                               To                From
                               --                ----
Senior Unsecured              BBB               BBB+/Watch Neg

            Goodman Industrial Finance (Aust) Pty Ltd.

                               To                From
                               --                ----
Senior Unsecured              BBB               BBB+/Watch Neg

                        Goodman PLUS Trust

                               To                From
                               --                ----
Subordinated                  BB+               BBB-/Watch Neg

                          Goodman Group

                               To                From
                               --                ----
Senior Unsecured              BBB               BBB+/Watch Neg


                   Goodman Finance (Jersey) Ltd.

                               To                From
                               --                ----
Senior Unsecured              BBB               BBB+/Watch Neg


                    Goodman Finance (Lux) sarl

                               To                From
                               --                ----
Senior Unsecured              BBB               BBB+/Watch Neg


                     Goodman Industrial Trust

                               To                From
                               --                ----
Senior Unsecured              BBB               BBB+/Watch Neg


                      MG Finance (Jersey) Ltd

                               To                From
                               --                ----
Senior Unsecured              BBB               BBB+/Watch Neg


                    MG Finance Australia Trust

                               To                From
                               --                ----
Senior Unsecured              BBB                BBB+/Watch Neg


                    MG Finance Luxembourg sarl

                               To                From
                               --                ----
Senior Unsecured              BBB               BBB+/Watch Neg

                   MG Finance Singapore PTE LTD

                               To                 From
                               --                 ----
Senior Unsecured              BBB                BBB+/Watch Neg

                  MG Property Opportunities sarl

                               To                 From
                               --                 ----
Senior Unsecured              BBB                BBB+/Watch Neg


                          MGI HK Finance

                               To                 From
                               --                 ----
Senior Unsecured              BBB                BBB+/Watch Neg


GOTTSCHALKS INC: Sold to Liquidators, To Start Closing Stores
-------------------------------------------------------------
Joe Mosley at The Register-Guard reports that Gottschalks Inc.
officials said that the Company has been sold to liquidators and
that would start closing 58 of its stores.

As reported by the Troubled Company Reporter on April 1, 2009,
Gottschalks said that, after completing the Court-supervised
auction for its business, the Company, in consultation with the
agent for its senior secured lenders and the unsecured creditors'
committee, has agreed to the proposed liquidation of certain of
the Company's assets by a joint venture comprised of SB Capital
Group, LLC, Tiger Capital Group, LLC, Great American Group, LLC
and Hudson Capital Partners, LLC.  As proposed, the joint venture
would be appointed by the Company to conduct the sale of
merchandise located at the Company's retail stores and
distribution center and to dispose of certain of the Company's
furnishings, trade fixtures and equipment.

According to The Register-Guard, Valley River Center mall manager
Rob McOmie has confirmed that the Eugene Gottschalks store will be
closed.

Gottschalks CEO James Famalette said that he still holds out hope
of resurrecting the company in some form, following the
liquidation process, The Mercury News relates.  According to The
Mercury News, Mr. Famalette said that he is continuing to talk
with Shandong Commercial Group, a Chinese firm that bid
unsuccessfully for Gottschalks in the bankruptcy proceedings.  The
Mercury News quoted Mr. Famalette as saying, "We tried as hard as
we could to make this work with the Shandong people, but there
were too many things financially, with the size of the deal and
regulatory issues, that they just couldn't get done in time."

                      About Gottschalks Inc.

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

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


GRUBB & ELLIS: Fin'l Restatement Cues Delay of 2008 Annual Report
-----------------------------------------------------------------
Grubb & Ellis Company said the filing of its 2008 Annual Report on
Form 10-K with the Securities & Exchange Commission will be
delayed beyond the March 31, 2009 due date.

The company said March 18 that it had filed a Notification of Late
Filing on Form 12b-25, and was intending to file its 2008 10-K by
March 31, 2009, as a consequence of having to restate certain
previously issued financial statements to correct accounting
errors related to the timing of revenue recognition relating to
certain tenant-in-common investment programs sponsored by NNN
Realty Advisors prior to the company's merger with NNN Realty
Advisors in December 2007.

The company has now substantially completed the work necessary to
report 2008 financial results.  However, additional time is
necessary to complete the restatement of its previously issued
financial statements for the years ended December 31, 2007 and
2006, and the related quarters that will be reflected in the 2008
Form 10-K.

The company currently intends to file its 2008 Annual Report on
Form 10-K within the next 30 days.

According to the company, its previously issued financial
statements for the years ended December 31, 2006 and 2007, the
interim financial statements for the quarters ended March 31, June
30 and September 30, 2008 and selected financial data derived from
the company's previously issued financial statements for the
fiscal year ended December 31, 2005 will be restated.

As a result of the recognition by NNN of applicable fee revenue in
the wrong accounting period, the company anticipates reducing
retained earnings as of January 1, 2006 by roughly $5 million;
increasing revenue in 2006 by roughly $2 million; and increasing
revenue in 2007 by roughly $500,000.  The company is evaluating
the impact on its quarterly and annual financial results for 2008.

The review of NNN's accounting treatment was prompted by the Audit
Committee being made aware in mid-December 2008 of the existence
of a letter agreement, wherein NNN agreed to provide certain
investors with a right to exchange their investment in certain
tenant-in-common programs.  As a consequence, the Board of
Directors formed a Special Committee, which retained independent
outside counsel, to investigate the facts and circumstances
surrounding the letter agreement and to determine whether there
were any other similar agreements.

In the course of the special investigation, the Audit Committee
and management became aware of additional letter agreements, some
providing for a similar right of exchange and others in which NNN
committed to provide certain investors in certain tenant-in-common
programs a specified rate of return.  Upon review of the
accounting treatment for these letter agreements, management
concluded that NNN had not accounted for some of the letter
agreements and that NNN had incorrectly recognized revenue as it
related to other of these letter agreements.  Management also
concluded that, as a result of the incorrect accounting treatment,
the results of operations of certain entities to which these
letter agreements referred should have been consolidated into the
company's financial statements.

In its Form 12b-25, the company indicated that due to the
disruptions in the credit markets, the severe and extended general
economic recession, and the significant decline in the commercial
real estate market in 2008, the company anticipates that it will
report a significant decline in operating earnings and net income
for the fourth calendar quarter of 2008 as compared to the fourth
quarter of 2007 and for fiscal 2008 as compared to fiscal 2007.
In addition, the company anticipates that it will recognize
significant impairment charges to goodwill, impairments on the
value of real estate assets held as investments and additional
charges related to the company's activities as a sponsor of
investment programs in the quarter ended December 31, 2008.

The company's findings remain subject to further review by the
company, an audit of the company's 2008 and restated 2007
financial statements by Ernst & Young, the company's independent
registered public accounting firm, and an audit of the company's
restated 2006 financial statements by Deloitte & Touche LLP, the
independent registered public accounting firm for NNN.  The
completion of this process could result in further adjustments of
the respective financial statements and may be different from what
is set forth.  There can be no assurance that the amount of any
further adjustments will not be material, either individually or
in the aggregate. As a result of this review, the company also is
assessing the effectiveness of its internal controls over
financial reporting.

                        About Grubb & Ellis

Grubb & Ellis Company (NYSE: GBE) -- http://www.grubb-ellis.com/
-- is one of the largest commercial real estate services and
investment companies.  With more than 130 owned and affiliate
offices worldwide, Grubb & Ellis offers property owners, corporate
occupants and investors comprehensive integrated real estate
solutions, including transaction, management, consulting and
investment advisory services supported by proprietary market
research and extensive local market expertise.

Grubb & Ellis and its subsidiaries are leading sponsors of real
estate investment programs that provide individuals and
institutions the opportunity to invest in a broad range of real
estate investment vehicles, including tax-deferred 1031 tenant-in-
common exchanges; public non-traded real estate investment trusts
(REITs) and real estate investment funds.  As of
September 30, 2008, more than $3.8 billion in investor equity has
been raised for these investment programs.  Grubb & Ellis and its
subsidiaries currently manage a growing portfolio of more than 225
million square feet of real estate.  In 2007, Grubb & Ellis was
selected from among 15,000 vendors as Microsoft Corporation's
Vendor of the Year.


GULF COUNTY: Fitch Downgrades Ratings on Tax Bonds to 'BB'
----------------------------------------------------------
As part of ongoing surveillance, Fitch Ratings downgrades Gulf
County, Florida's $8,125,000 limited ad valorem tax bonds, series
2006 (the bonds) to 'BB' from 'BBB'.  The Rating Outlook is
revised to Negative from Stable.

The downgrade reflects the expectation that the pledge of limited
ad valorem taxes within two municipal service taxing units
securing the bonds will fail to adequately cover debt service
beginning in fiscal 2010 through final maturity in fiscal 2013 due
to significantly deteriorated taxable assessed valuation.  The
rating also reflects the maintenance of sound general fund reserve
levels, a limited economy exhibiting rising unemployment, and a
small population base with below average wealth levels.  The
Negative Rating Outlook reflects the uncertain outcome of various
contingency plans under consideration by the county.

The bonds are secured by a limited pledge of the ad valorem taxing
power of the county not to exceed 6 mills within the Gulfside MSTU
and 4 mills within the Interior MSTU.  The bonds were approved by
the voters of the MSTUs to fund the cost of beach reconstruction
at Cape San Blas, which is recognized as one of the country's
premier beaches.  The proportion of ad valorem taxes levied within
each MSTU will be at the county's reasonable discretion.  The
MSTUs contain a small number of predominantly residential parcels
that appreciated significantly during the housing market run-up.
However, TAV within the Gulfside MSTU and the Interior MSTU has
declined nearly 15% and 17%, respectively, the last two fiscal
years, and coverage of maximum annual debt service has fallen from
1.4 times(x) in fiscal 2007 to 1.18x in fiscal 2009.  The state is
forecasting a 23% decline in countywide TAV in fiscal 2010 which
would result in coverage of 0.9x.  A decline in excess of 15.5%
would fail to generate sufficient pledged revenue to cover debt
service.  An additional 13% decline in TAV is forecast for fiscal
2011, resulting in coverage of 0.8x, before modest growth in
fiscal 2012 and 2013.  While the above is the security for the
bonds, the county is able to use any legally available source to
pay debt service.

The county is in the process of developing a contingency plan -
the successful execution of which Fitch believes will enable the
county to continue to meet its debt service obligation on the
bonds in a timely manner.  Florida counties are authorized to levy
up to 10 mills within any MSTU within its unincorporated areas for
operations, such levy being in addition to the countywide
operating millage.  Any levy of ad valorem taxes adopted by the
county board of commissioners in excess of the millage rates
approved by voters would be available but not legally pledged to
pay debt service on the bonds.  The levy of up to 10 mills within
each MSTU would more than adequately address the forecasted
pledged revenue deficiency through final maturity.  Other
financial resources are available including revenue from an
existing tourist development tax and unspent bond proceeds.  The
bonds are additionally secured by a reserve fund equal to
$1.1 million (10% of principal), of which 50% is funded with cash.

General fund operations remain sound.  The unreserved fund balance
at the close of fiscal 2008 was equal to $6.5 million or 32% of
total expenditures and transfers out.  The fiscal 2009 budget
appropriates approximately $2.78 million in unrestricted fund
balance, but the county anticipates restoring that amount to the
fund balance at fiscal year-end.  The county has a history of very
conservative budgeting and achieving sizeable positive variances
relative to the final budget.  Property tax revenues account for
45% of the general fund budget.  The county does not anticipate a
material change in collections, which have averaged slightly
better than 96% in prior years, during the current fiscal year.
There is a degree of concentration to The St. Joe Company and
subsidiaries (not rated by Fitch), which collectively account for
10.7% of the county's total assessed value.  Overall debt levels
are very low, and capital needs remain minimal given the county's
high percentage of undeveloped land.

The county is located on the Gulf of Mexico in Florida's
northwestern Panhandle, approximately 35 miles southeast of Panama
City and 100 miles southwest of Tallahassee.  The county is mostly
rural and sparsely populated with a 2007 population of 14,059 or
25 persons per square mile.  The local economy, historically
dominated by timber and paper mill operations, remains limited,
anchored by presence of a state prison with 600 employees (nearly
10% of the total labor force).  The reopening of the deepwater
seaport at Port St. Joe (the largest incorporated city within the
county) and the construction of a new international airport in
Panama City should have a positive impact on the regional economy.
Wealth levels are very low and there are an above-average number
of residents living below the poverty level.  Unemployment as of
January 2009 mirrors the state at 8.8%.


HARVEST OIL: Sec. 341(a) Meeting Slated for May 19 in Louisiana
---------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of creditors
in Harvest Oil and Gas, LLC and its debtor-affiliates' Chapter 11
cases on May 19, 2009, at 11:30 a.m., at 214 Jefferson St,
Room 341, 3rd Floor, Lafayette, Louisiana.

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

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

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 31, 2009, (Bankr. W. D. La. Lead Case No. 09-
50397) Robin B. Cheatham, Esq., at Adams & Reese LLP represents
the Debtors in their restructuring efforts.  The Debtors listed
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.


HAWKER BEECHCRAFT: Moody's Junks Corporate Family Rating from 'B3'
------------------------------------------------------------------
Moody's Investors Service lowered Hawker Beechcraft Acquisition
Company, LLC's Corporate Family Rating to Caa2 from B3 and the
Probability of Default to Caa2/LD from B3.

The actions follow disclosure that the company acquired in open
market transactions at significant discounts to par some
$222 million of its debt obligations.  Moody's considers the event
to be a distressed exchange.  At the same time, the company's
Speculative Grade Liquidity rating was changed to SGL-3,
representing adequate liquidity.  The outlook was revised to
stable from negative.

Although the purchases were conducted in voluntary open market
transactions, the severity of apparent economic loss relative to
the original promise to pay (premised on average prices during
March) in combination with a continued highly leveraged capital
structure led to a conclusion that the transaction(s) amounted to
a distressed exchange.  Financial stress is also evident from a
recent election to pay interest on its senior PIK election notes
through the issuance of additional notes.  Debt issues involved
were; senior unsecured fixed rate notes due 2015 (roughly
$128 million par value on the original principal of $400 million
or 32% of the total), senior unsecured PIK election notes due 2015
(roughly $15 million of par value on the original principal of
$400 million or 4%), and senior subordinated notes due 2017
(roughly $79 million of par value on the original principal of
$300 million or 26%).  The par value of purchased debt represented
approximately 9% of funded debt at the end of 2008.  The LD
designator will be removed in approximately three business days.

While the effect of the purchases will lower Hawker Beechcraft's
debt burden and interest expense going forward, Hawker
Beechcraft's financial leverage remains extensive in proportion to
recent results and expected performance over the intermediate
term.  At December 2008, adjusted debt/EBITDA was gauged in excess
of 9 times and EBITA/interest was less than 1 time.  Both measures
were substantially affected from the four week strike the company
experienced during the third quarter, ramp-up and launch costs
incurred, charges taken for conforming early production Hawker
4000 aircraft for incremental design & production changes, write-
downs taken on used aircraft accepted in trade-in transactions,
and certain other non-recurring events.  Moody's adjustments for
pension debt and related deemed interest expense also impact the
trailing metrics.  Typical add-backs to "normalize" performance
would indicate stronger metrics.  Nonetheless, 2009's performance
is unlikely to match or exceed results of 2008.  Hawker
Beechcraft's ongoing leverage, margins and EBITA/interest coverage
are considered representative of the Caa2 category.  These
challenges flow from lower expected aircraft deliveries in 2009
with the company's backlog declining from a combination of
cancellations and order rates less than the pace of deliveries and
suggesting 2010 could be equally challenging.

The CFR of Caa2 considers the highly levered capital structure
that continues post-exchange and resultant level of fixed charges
which sit atop an otherwise well positioned business model in a
cyclical industry currently under duress.  As a result of
government certification requirements, substantial barriers to
entry are present.  The existing fleet of in-use aircraft provides
a material level of aftermarket revenues and along with U.S.
Government contracts for trainer aircraft introduce diversified
revenue and earnings' streams from the more volatile business &
general aviation sector.  Historically, the business jet market
has been affected by prospects for corporate earnings in North
America.  However, international markets have contributed to
recent growth and accounted for nearly half of 2008 revenues and
the majority of its $7.6 billion backlog.  The sector remains
highly cyclical despite the improved geographic spread of the
order book as few regions continue with positive growth prospects.
In addition, Hawker Beechcraft continues with a certain degree of
concentration in its customer base and prospects for certain
aircraft models.

The stable outlook at the lower rating category is supported by an
adequate liquidity profile, a sizable order book going into the
downturn, and expected contributions from the less cyclical
aftermarket and trainer aircraft segments.  The company obtained
an amendment to its bank credit agreement in December which would
permit, under prescribed conditions, Hawker Beechcraft to spend up
to $300 million of cash to purchase a portion of its secured term
loan at a discount to par.  Similarly, remaining availability
under restricted payment clauses in its indentures could be
accessed for additional open market purchases of its debt
securities.  Meaningful use of these options could, under certain
circumstances, be construed as a distressed restructuring, and, if
deemed such, lead to subsequent limited default designation(s).

The SGL-3 liquidity rating designates adequate liquidity from a
combination of internal resources and continued access to a
committed revolving credit facility.  The company used roughly
$41 million of its $378 million of cash and temporary investments
at year-end 2008 for purchasing its debt securities.  While this
reduced cash on a pro forma basis, the actions lower future
interest expense by some $20 million/year.  Similarly, the
election to PIK interest for a six month period in 2009 will defer
cash settlement of this debt service.  These steps contribute to
expectations of a modest level of free cash flow over the next
year.  Hawker-Beechcraft's $400 million revolving credit
commitment does not expire until March 2013 and was un-drawn at
year-end (Lehman Brothers had a $35 million commitment in the
facility.  Its bankruptcy has effectively reduced the facility to
$365 million).  Scheduled debt maturities are modest at roughly
$13 million a year.  However, utilization of a program involving
deferred payment obligations to a supplier raised short-term notes
payable and current maturities to $127 million at the end of 2008.
During 2009 and 2010, the sole financial covenant under the
company's credit agreement, a maximum net secured debt/EBITDA
test, will step-down.  Hawker Beechcraft had ample cushion under
this covenant at the end of December, but this could diminish as
the covenant level changes should measured EBITDA decline and if
the revolver was utilized.  Bank liens against substantially all
of the firm's tangible and intangible assets constrain the ability
to arrange alternative liquidity.

The reduced amount of junior obligations in the capital structure
also affects recovery expectations under Moody's Loss Given
Default methodology.  Accordingly, assessments have been updated.

Ratings downgraded and current debt levels:

  -- Corporate Family to Caa2 from B3

  -- Probability of Default to Caa2/LD from B3

  -- $400 million revolving credit facility to B3 (LGD-2, 27%)
     from B1 (LGD-2, 28%)

  -- $1,277 million term loan to B3 (LGD-2, 27%) from B1 (LGD-2,
     28%)

  -- $75 million synthetic letter of credit to B3 (LGD-2, 27%)
     from B1 (LGD-2, 28%)

  -- $272 million senior unsecured fixed rate notes to Caa3 (LGD-
     5, 78%) from Caa1 (LGD-5, 77%)

  -- $385 million senior unsecured PIK toggle notes to Caa3 (LGD-
     5, 78%) from Caa1 (LGD-5, 77%)

  -- $221 million senior subordinated notes to Ca (LGD-6, 95%)
     from Caa2 (LGD-6, 94%)

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

The last rating action on Hawker Beechcraft took place on
February 5, 2009, at which time the CFR and PDR were lowered to B3
from B2 and the outlook changed to negative from stable.

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, is a leading manufacturer of business jets,
turboprops and piston aircraft for corporations, governments and
individuals worldwide.


HERITAGE LAND: U.S. Trustee Schedules Creditors Meeting on May 7
----------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Heritage Land Company, LLC, and its debtor-affiliates' Chapter
11 cases on May 7, 2009, at 3:00 p.m., at 300 Las Vegas Blvd.,
South, Room 1500, Las Vegas, Navada.

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

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

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.


HILITE INTERNATIONAL: S&P Withdraws 'CCC+' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has withdrawn its
'CCC+' corporate credit rating and various debt ratings on Hilite
International Inc. at the company's request.  Cleveland, Ohio-
based Hilite supplies highly engineered transmission and engine
components, including electronic valves, to automotive original
equipment manufacturers and Tier I auto suppliers in North America
and Europe.


HYDRAULIC SPECIALISTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Hydraulic Specialists Inc.
        12100 N. Santa Fe
        Oklahoma City, OK 73114

Bankruptcy Case No.: 09-11473

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: James H. Bellingham, Esq.
                  2050 Oklahoma Tower
                  210 Park Avenue Suite 2050
                  Oklahoma City, OK 73102
                  Tel: (405)235-9371
                  Email: jbellingham@bcllawfirm.com

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

Estimated Debts: $500,001 to $1,000,000

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

          http://bankrupt.com/misc/okwb09-11473.pdf

The petition was signed by Kenneth C. Otto, President of the
company.


IDEARC INC: Primus Discloses Credit Default Swap Exposure
---------------------------------------------------------
Primus Guaranty, Ltd., commented on certain aspects of the credit
default swap portfolio of Primus Financial Products, LLC.

The Company noted that, despite continued uncertainty and
volatility in the global financial and credit markets during the
first quarter of 2009, Primus Financial experienced one new credit
event in its single-name CDS portfolio during this period.
According to the International Swaps and Derivatives Association,
Inc., there were a total of 15 credit events in the first three
months of the year.

The Company also said that as of March 31, 2009, Primus Financial
did not have CDS exposure to any of the Big 3 U.S. automakers in
its single-name or tranche CDS portfolios.  While the Company's
policy is to refrain from commenting on individual exposures in
Primus Financial's portfolio unless there is a credit event, it is
making this disclosure in light of the significant financial news
and interest in these companies.

The credit event that Primus Financial experienced during the 2009
first quarter was related to Idearc Inc., which recently filed a
petition under Chapter 11 of the U.S. Bankruptcy Code.  Primus
Financial's single-name CDS notional exposure referencing Idearc
is $10 million with current counterparties.  Primus Financial also
has CDS exposure to Idearc in its bespoke tranche portfolios,
which are not subject to first loss due to existing subordination
levels.  The Company does not anticipate that Primus Financial
will have to make payments on its bespoke tranche transactions as
a result of the Idearc bankruptcy.  However, the capital
requirements associated with each tranche will increase as a
result of a reduction in tranche subordination.

Primus Guaranty, Ltd. is a Bermuda company, with its principal
operating subsidiaries, Primus Financial Products, LLC and Primus
Asset Management, Inc., headquartered in New York City.  Primus
Financial Products provides protection against the risk of default
on corporate, sovereign and asset-backed security obligations
through the sale of credit swaps to dealers and banks.  Primus
Asset Management provides credit portfolio management services to
Primus Financial Products, and manages private investment
vehicles, including two collateralized loan obligations and three
synthetic collateralized swap obligations for third parties.


INTERTAPE POLYMER: Poor Operating Results Cue S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings, including its corporate credit rating, to 'CCC+' from 'B'
on Intertape Polymer Group Inc. and related entities.  At the same
time, S&P removed the ratings from CreditWatch with negative
implications, where S&P placed them on March 23, 2009. The outlook
is negative.

As of Dec. 31, 2008, the company had about $270 million in
adjusted debt (adjusted for capitalized operating leases and tax-
adjusted unfunded employee benefit obligations).

The downgrade follows a meaningful decline in operating results in
fourth-quarter 2008, and S&P's expectations for ongoing weakness
in earnings and liquidity in 2009, including potential covenant
compliance challenges.  Adjusted EBITDA declined to negative
levels in the fourth quarter from between $15 million and $20
million in each of the previous three quarters in 2008, because
demand declined considerably in Intertape's recession-hit end-
markets.

"The negative outlook reflects our concerns on liquidity and
covenant compliance, and S&P expects the company's 2009 earnings
to be weak relative to 2008 levels," said Standard & Poor's credit
analyst Paul Kurias.  Although Intertape is implementing a
restructuring program designed to reduce costs, the outlook for
earnings remains weak in 2009 in the ongoing recessionary
environment.  "We could lower ratings in the near term if the
company's liquidity declines further from Dec. 31, 2008 levels, or
if the decline in earnings is greater than expected, causing
credit metrics to deteriorate from current levels," he continued.


IOWA FINANCE: S&P Downgrades Rating on $86.47 Mil. Bonds to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on Iowa Finance Authority's $86.47 million
series 2006A health care facilities development revenue refunding
bonds, issued for Care Initiatives.

The downgrade reflects the organization's lower-than-expected
financial performance for the second consecutive year.
Specifically, the rating reflects a highly leveraged balance sheet
with an adjusted debt-to-capital ratio of 81% as of unaudited Dec.
31, 2008; declining operations for the past two years that has
produced adequate maximum annual debt service coverage of 1.4x for
unaudited fiscal 2008; and generally stable, but occasionally
sporadic, utilization rates in various facilities within the
organization, including some of its largest facilities, however,
systemwide utilization has been in the 80%-85% range overall for
the past couple of years.

"The stable outlook reflects our expectation that as management
puts in place measures to stem the operating loss and slows its
investments in capital, Care Initiatives should be able to
maintain the current rating," said Standard & Poor's credit
analyst Brian Williamson.  "However, if losses continue throughout
fiscal 200,9 a rating or outlook change could occur," said Mr.
Williamson.

Care Initiatives' 53 facilities operate a total of 3,452
intermediate-care nursing-, assisted-, and independent-living
beds.  All of the facilities are currently eligible for
participation in the Medicaid program.  The 53 locations provide
services in 44 communities throughout Iowa.  In 27 communities,
Care Initiatives is the sole provider of skilled nursing services;
in nine communities, Care Initiatives has only one competitor; and
in eight communities, there are multiple competitors.  Care
Initiatives is the largest single provider of skilled nursing
homes in the state.


JOURNAL REGISTER: Balks at Panel's Bid to Conduct Probe
-------------------------------------------------------
Bankruptcy Law360 reports that The Journal Register Co. and
JPMorgan Chase Bank NA, one of its biggest lenders, object to
requests by a committee of unsecured creditors for expedited
discovery.  According to the report, the Creditors Committee is
seeking to investigate Journal Register's Chapter 11 bankruptcy
proceedings.

As reported by the Troubled Company Reporter on March 12, 2009,
Diana G. Adams, the United States Trustee for Region 2, appointed
three creditors to serve on an official committee of unsecured
creditors in Journal Register's case.  The members of the
Committee are The Newspapers Guild/Communication Workers of
America, Central States, Southeast and Southwest Areas Health and
Welfare and Pensions Funds, and RR Donnelley & Sons Company.

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

The company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D. N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, assist the company in its restructuring
effort.  The company's financial advisor is Lazard Freres & Co.
Its restructuring advisor is Conway, Del Genio, Gries & Co., LLC.
Robert P. Conway is the Company's chief restructuring officer.
The Company listed $100 million to $500 million in total assets
and $500 million to $1 billion in total debts.


KITCHEN-QUIP, INC.: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Kitchen-Quip, Inc.
        d/b/a Americhef USA
        405 East Marion Street
        Waterloo, IN 46793

Bankruptcy Case No.: 09-11147

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Daniel J. Skekloff, Esq.
                  Sarah Mustard Heil, Esq.
                  Skekloff, Adelsperger & Kleven, LLP
                  927 South Harrison Street
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7000
                  Fax: (260) 407-7137
                  Email: djs@sak-law.com
                         sheil@sak-law.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/innb09-11147.pdf

The petition was signed by Stephen B. Sparling, President of the
company.


LANDAMERICA FIN'L: Court Sets April 9 Hearing on LoanCare Sale
--------------------------------------------------------------
LandAmerica Financial Group, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of Virginia to approve:

  a) the sale of its interests in LoanCare Servicing Center, Inc.,
     and LC Insurance Agency, Inc., and certain tangible assets
     to Alpine Equity, L.P., or an affiliate (the Potential
     Purchaser) and the related Stock Purchase Agreement
     dated March 13, 2009, and

  b) the bidding procedures, including a break-up fee and expense
     reimbursement payable to the Potential Purchaser.

The Court has yet to announce the deadline for the submission of
competing bids.

Objections, if any, to the sale must be filed with the clerk of
the Bankruptcy Court for the Eastern District of Virginia, 701
East Broad Street, Suite 4000, Richmond, Virginia 23219, on or
before on April 9, 2009.

The sale hearing is set for 10:00 a.m. on April 16, 2009.  At the
sale hearing, the Debtor will seek the Court's approval of the
Successful Bids and the Back-up Bids.  There will be no further
bidding at the sale hearing.

Alpine has offered to pay $6,500,000 in cash for the Purchased
Assets.  The Purchase Agreement is subject to certain closing
conditions as well as certain termination events.

In accordance with the proposed bid procedures, bids must include,
among other things, a commitment to close by a date no later than
15 days following the approval of the sale and a proposed purchase
price, in cash, securities or other form of consideration, which
is determined by the Debtor to be acceptable and equal to or
greater than the sum of (a) the purchase price set forth in the
Purchase Agreement, (b) the Expense Reimbursement, (c) the Break-
Up Fee, and (d) $50,000.

LFG has agreed to pay Alpine a Break-up Fee in the amount of
$350,000 in the event that LFG enters into a sale transaction with
another bidder, and pay Alpine its reasonable out-of-pocket fees
and expenses incurred in connection with the sale not to exceed
$100,000.

LFG believes that the Purchased Assets are not encumbered by any
lien, pledge or interest against them.

Based in Virginia Beach, Virginia, LoanCare is a wholly-owned
subsidiary of LFG that provides subservicing services to financial
institutions and private investors that hold mortgage loan assets
or mortgage servicing rights.  As of November 30, 2008, LoanCare's
loan and seller finance servicing portfolios totaled 101,761 loans
for an unpaid balance of approximately $13.1 billion.

LFG tells the Court that unless the sale is consummately
expeditiously, there will be further deterioration in the value of
the LoanCare Stock.  Both Fitch Ratings and Moody's Invetors
Services placed LoanCare on review for possible further
downgrades.  Another downgrade in rating by either agency, could
cause a further deterioration of the value of the LoanCare Stock.

A full-text copy of LFG's sale motion, dated as of March 20, 2009,
including a copy of the Stock Purchase Agreemeent between LFG and
Alpine Equity, dated as of March 13, 2009, is available
for free at http://bankrupt.com/misc/LFG.LoanCareSaleMotion.pdf

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


M W SEWALL: Wants Schedules and SOFA Filing Extended until May 13
-----------------------------------------------------------------
M.W. Sewall & Co. asks the U.S. Bankruptcy Court for the District
of Maine to extend the time to file:

   a) the list containing the name and address of each entity to
      be included on Schedules D, E, F, G and H until April 8,
      2009, and Notice of Intent to Dismiss Case; and

   b) the Debtor's Schedules and Statements until May 13, 2009.

The Debtor relate that the date of the 341 meeting has not yet
been set and the Debtor will consent to scheduling the 341 meeting
as necessary, to facilitate review of the matrix and schedules
once filed.

The Debtor assures that parties-in-interest will not be harmed by
a 7-day extension to file the matrix or a 30-day extension to file
the schedules.  By giving the Debtor sufficient time to accurately
complete the matrix and the schedules, the administration of this
case will be made easier for all parties.

                     TD Bank Limited Objection

TD Bank, N.A., files with the Court a limited objection and
reservation of rights on the Debtor's motion to seek an extension
of time to file its matrix, schedules and statements.

TD Bank requests to be provided with the information required in
the schedules, statement of affairs and lists, no less than
48 hours prior to any final hearing on the use of cash collateral.

                      About M.W. Sewall & Co.

Headquartered in Bath, Maine, M.W. Sewall & Co. distributes
petroleum products.  The Debtor filed for Chapter 11 protection on
March 27, 2009, (Bankr. D. Maine Case No.: 09-20400) George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, PA, represents the
Debtor in its restructuring efforts.  The Debtor did not file a
list of 20 largest unsecured creditors.  The Debtor listed
estimated assets of $10 million to $50 million and estimated debts
of $10 million to $50 million.


MACDERMID INC: S&P Cuts Senior Subordinated Notes to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on MacDermid Inc. to 'B-'from 'B'.  The outlook is
negative.

At the same time, S&P lowered the rating on the company's secured
credit facilities to 'B+' from 'BB-' and the senior subordinated
notes to 'CCC' from 'CCC+'.  The recovery rating on the secured
credit facilities is unchanged at '1', which indicates S&P's
expectation for a very high (90% to 100%) recovery in the event of
a payment default.  The recovery rating on the senior subordinated
notes is unchanged at '6', which indicates S&P's expectation for
negligible (0% to 10%) recovery in the event of a payment default.

"The downgrade reflects our expectation of weaker operating
results because of the current difficult operating environment and
recessionary pressure, which are likely to further delay a
material improvement in the company's financial profile," said
Standard & Poor's credit analyst Henry Fukuchi.  Although
MacDermid continues to benefit from sizeable cash balances, the
downgrade reflects a heightened concern about the company's access
to its revolving credit facility if operating results continue to
deteriorate.  If MacDermid's funding under the revolving credit
facility exceeds $10 million for 10 days or more, the company must
maintain leverage and interest coverage covenants.


MAGNA ENTERTAINMENT: Auction & DIP Loan Hearings Moved to April 20
------------------------------------------------------------------
MI Developments Inc. reported that Magna Entertainment Corp. and
certain of its subsidiaries requested an adjournment for the
United States Bankruptcy Court for the District of Delaware until
April 20, 2009, to consider various motions filed with the Court.

The hearing on such motions is now scheduled for April 20, 2009,
and at that time the Court will consider (i) the entry of a final
order with respect to the secured debtor-in-possession financing
facility that a wholly-owned subsidiary of MID has agreed to
provide to the Debtors and (ii) the entry of an order in
connection with bid and auction procedures for assets that the
Debtors seek to market and sell, including those assets that are
the subject of the stalking horse bid from MID announced on
March 5, 2009.

The DIP Loan initial tranche of up to US$13.4 million was made
available to the Debtors on March 6, 2009, pursuant to approval of
the Court.  An interim order approving the initial tranche was
subsequently entered by the Court on March 13, 2009.  On April 3,
2009, the Court approved an additional US$2.5 million being made
available to the Debtors under the DIP Loan pending the April 20,
2009 hearing, when the Court will consider the entry of a final
order on the DIP Loan and, if approved, a second tranche of up to
$46.6 million will be made available to the Debtors.

Through the Bid Procedures Orders, the Debtors, with assistance
from their outside financial advisor and investment banker, Miller
Buckfire & Co., LLC, seek to conduct a Court-supervised marketing
and sale process for all or substantially all of MEC's assets.  On
March 5, 2009, MID entered into an agreement with MEC to purchase
MEC's relevant interests associated with the following assets (the
Stalking Horse Bid):

     -- Golden Gate Fields;

     -- Gulfstream Park, including MEC's interest in The Village
        at Gulfstream Park(TM) (a joint venture with Forest City
        Enterprises, Inc.);

     -- Palm Meadows Training Center and related excess lands;

     -- Lone Star Park;

     -- AmTote;

     -- XpressBet(R); and

     -- a holdback note associated with MEC's sale of The Meadows
        in 2006.

MID's aggregate offer price for these assets is approximately
US$195.0 million, with US$136.0 million to be satisfied through a
credit bid of the MID Lender's existing loans to MEC,
$44.0 million in cash and US$15.0 million through the assumption
of a capital lease.  MID's Stalking Horse Bid may be topped by
third parties during this auction and any sale of assets to MID or
any third party will be subject to approval by the Court.  MID has
not made an offer to purchase any other assets of MEC at this
time, although MID will continue to evaluate whether to do so
during the course of the chapter 11 process.

Concurrent with the adjournment, MID, the MID Lender and MEC
agreed to certain modifications and waivers to (i) the DIP Loan to
allow for the adjournment and (ii) the purchase agreement for the
Stalking Horse Bid to provide for the ability of MID or MEC to
terminate the Stalking Horse Bid should the Ontario Securities
Commission determine that the approval of MID's minority
shareholders is required in respect of the Stalking Horse Bid or
any of the transactions provided for therein, provided that this
termination right cannot be used if MID elects to call a meeting
of shareholder to seek such minority approval (unless the approval
is not obtained at such meeting).

MID holds a majority equity interest in MEC and the MID Lender is
the largest secured creditor of the Debtors.  The current balance
of the MID Lender's existing loans to the Debtors, including
accrued interest, is approximately $372 million, comprised of $171
million under the Gulfstream Park project financing,
$23 million under the Remington Park project financing,
$125 million under the bridge loan provided in September 2007, and
$53 million under the loan provided in December 2008.  All of
these loans are secured.

The ultimate recovery to MID as a stockholder of MEC, if any, in
the Debtors' chapter 11 proceedings will likely not be determined
until confirmation of a plan of reorganization for MEC.  In this
regard, however, such a plan is likely to result in MID not
receiving any value for its existing MEC stock and in the
cancellation of such stock.  Furthermore, no assurance can be
given as to the treatment the MID Lender's claims will receive in
the Debtors' chapter 11 proceedings, although, as a general
matter, secured creditors are entitled to priority over unsecured
creditors to the extent of the value of the collateral securing
such claims.

The restructuring of MEC under the protection of Chapter 11 is
subject to certain material conditions, some of which are beyond
MEC's and MID's control.  There is no certainty with regard to how
long the chapter 11 proceedings or the process for the marketing
and sale of the Debtors' assets will take, whether the Debtors'
restructuring plan will be successful, whether or at what prices
the Debtors' assets will be sold, whether the Stalking Horse Bid
or any other offer by MID or any third party for the Debtors'
assets will materialize or be successful, and as to the outcome of
litigation or regulatory proceedings, if any, related to the
chapter 11 proceedings or MID's involvement therein (including as
a result of objections raised at the Court and with the Ontario
Securities Commission).

                  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.


MAGNA ENTERTAINMENT: Panel Says Sale to MID Rife With Conflicts
---------------------------------------------------------------
Bankruptcy Law360 reports that the official committee of unsecured
creditors appointed in the bankruptcy case of Magna Entertainment
Corp. has objected to the Debtor's attempt to sell several
racetracks and its Internet gambling business to an entity owned
by its chief executive officer.  In an omnibus objection filed
with the U.S. Bankruptcy Court for the District of Delaware, the
Committee, the report says, argued that the proposed $180 million
deal is rife with conflicts of interest.

As reported by the Troubled Company Reporter on April 3, 2009,
several parties-in-interest objected to the bidding procedures for
the sale of certain key assets to MI Developments Inc.

Secured lender Bank of Montreal said 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 said 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, argued that 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.  Churchill also
argued that 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, argued that the
proposed bid procedures order (i) is silent to the role and rights
of the MID lender, MID and MEC CEO 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.

The TCR reported on April 2 that Greenlight Capital has asked the
Court to name an examiner to investigate "whether there has been
any mismanagement by the controlling shareholder and management."

Heritage Racing LLC, a potential bidder that may be able to
provide significant value to the Debtors' estates, said the
procedures provided for with the motion fail to meet requisite
standard.  Under the proposed Procedures and APA, Heritage said
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, said 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, said
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, wants clarification that the "Meadows Note"
described by the Debtors 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 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.

The Village at Gulfstream Park Community Development District
wants the purchase agreement revised to clarify 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.

As reported by the TCR on March 12, the Debtors signed a contract
to sell the tracks to MID for $44.17 million cash and an exchange
of $135.63 million in debt.  The assets to be sold include (i) the
three tracks, Gulfstream Park near Miami, Golden Gate Fields
outside Oakland, California, and Lone Star Park west of Dallas,
(ii) a residential and entertainment development at Gulfstream and
horse training facilities, and (iii) the stock of AmTote
International Inc., the provider of computerized-betting services
to 40% of the horse-racing industry.

An affiliate of MID, MID Lender sf., has agreed to provide Magna
up to $62.5 million of debtor in possession financing that matures
in six months.

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

                  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.


MAGNA ENTERTAINMENT: Cordish Cos. Will Bid on Three Racetracks
--------------------------------------------------------------
Hanah Cho at Baltimore Sun reports that developer David S. Cordish
said that Cordish Cos. will place an offer to buy Laurel Park,
Pimlico Race Course, and the Preakness Stakes.

Cordish Cos., Baltimore Sun relates, is also seeking to become an
interested party in bidding for the Preakness.  Baltimore Sun
quoted Mr. Cordish as saying, "I want to be clear that our
interest in buying the tracks and Preakness is separate from the
slots."

Baltimore Sun reports that state officials have tried in recent
weeks to save the Preakness, the single largest sporting event in
Maryland.  The report states that in February, Gov. Martin
O'Malley and Senate President Thomas V. Mike Miller met with
Baltimore Orioles owner Peter G. Angelos, who said he and his
family want to help Maryland keep the Preakness.

According to Baltimore Sun, attorneys for Maryland have asked the
court to affirm the state's claim to the Preakness.  Court
documents say that Heritage Racing LLC was incorporated on March
24 to keep the Preakness in Maryland.  Heritage Racing, says
Baltimore Sun, filed to become an interested party in Magna
Entertainment's bankruptcy case.  Baltimore Sun reports that
Heritage Racing was formed to "purchase, acquire, buy, own, hold,
develop, lease, manage and otherwise operate . . . Pimlico Race
Course, together with the racing event known as the Preakness, to
maintain the Preakness as a premier racing event in the State of
Maryland."

Mr. Cordish, Baltimore Sun relates, said that also wants to
acquire the Bowie Training Center.

Frank Angst at Thoroughbred Times reports that Churchill Downs
Inc., co-owner with Magna of TrackNet Media, and other firms had
objected Magna Entertainment's initial proposal to sell its
properties, citing a lack of clarity on what interests Magna
Entertainment is trying to sell.

Thoroughbred Times states that Magna Entertainment's parent
company, MI Developments Inc., plans to submit a stalking bid of
$195 million for Gulfstream Park, Golden Gate Fields, and the Lone
Star Park lease as well as tote service AmTote International, and
advance deposit wagering outlet Xpressbet.com.  The stalking bid
would hurt Magna Entertainment's chances at getting the best price
for its properties, the report says, citing Greenlight Capital
Offshore Partners, a major MI Developments shareholder.

According to Thoroughbred Times, other creditors and interested
parties that had filed objections to the bidding process are:

     -- Magna harness track, The Meadows;
     -- Heritage Racing;
     -- the City of Baltimore;
     -- Wells Fargo Bank;
     -- Bank of Montreal;
     -- SunTrust Bank;
     -- Village at Gulfstream Park; and
     -- FC Gulfstream Park.

MI Developments said in a statement that it wants to operate the
assets it acquires from Magna Entertainment through a wholly owned
subsidiary.  Matt Hegarty at Daily Racing Form relates that MI
Developments plans to segregate the racing properties into a
separate subsidiary tentatively called RaceCo.   According to
Daily Racing, MI Developments said that it wants to operate the
properties until Dec. 31, 2011, and then sell the subsidiary or
spin it off to shareholders if it is profitable, or "cease racing
and gaming operations ... and either sell or develop all of
RaceCo's remaining assets."

Daily Racing Form reports that the court already approved Magna
Entertainment's request to borrow $13.4 million from its parent
company to fund its ongoing operations as it reorganizes under
Chapter 11.

                  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.


MAGNA ENTERTAINMENT: Will Hire Restructuring Officer
----------------------------------------------------
Steven Church at Bloomberg News reports that Magna Entertainment
Corp. will hire a restructuring officer.

Bloomberg relates that Brian Rosen, the attorney for Magna
Entertainment, told the U.S. Bankruptcy Court for the District of
Delaware that a chief restructuring officer would ensure open
bidding for the Company's assets.  The restructuring officer would
work on the proposed auction, while Magna Entertainment CEO Frank
Stronach's role would remain unchanged, the report states, citing
Mr. Rosen.

According to Bloomberg, Mr. Rosen said that Magna Entertainment
will add an undisclosed number of new members to the Company's
board.

          Pepsi Wants Return of $45,485.92 of Products

Hanah Cho at Baltimore Sun reports that Pepsi Bottling Group
demanded that Magna Entertainment return $45,485.92 worth of
products the company sold to the Maryland racetracks and
elsewhere.  Pepsi Bottling said in a notice of reclamation demand
that it filed with the Court that it "believes that the debtors
were insolvent at the time they received delivery of the goods."

Baltimore Sun states that Pepsi Bottling said that its products
were delivered between January 20 and February 27 to various
racetracks.  According to the report, Pepsi Bottling listed eight
charges to Magna Entertainment's Maryland Jockey Club, Laurel
Park, Pimlico or Bowie Training Center for products worth
$1,582.78.  Pepsi Bottling said in court documents that the
products it is reclaiming "are not to be used, consumed, or sold
by the debtor."

                  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.


MARKETPLACE ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Marketplace Associates, LLC
        f/k/a MarketPlace Associates, LP
        390 Bridge Parkway, Suite C
        Redwood Shores, CA 94065

Bankruptcy Case No.: 09-30711

Type of Business: The company is a Single Asset Real Estate
                  debtor.

Chapter 11 Petition Date: March 25, 2009

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Chris D. Kuhner, Esq.
                  Kornfield, Nyberg, Bendes and Kuhner
                  1999 Harrison St., #2675
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  Email: c.kuhner@kornfieldlaw.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/nysb08-15173.pdf

The petition was signed by George Arce, Jr.


MEDIANEWS GROUP: Moody's Withdraws 'Caa3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of MediaNews
Group, Inc. because in Moody's view there is expected to be
inadequate information to maintain the rating.

These ratings were withdrawn:

  -- Corporate family rating
  -- Probability of Default rating
  -- Senior secured debt ratings
  -- Senior subordinated debt ratings

The withdrawal is based on Moody's belief that on a go-forward
basis it will lack the appropriate information to effectively
assess the creditworthiness of MediaNews.

The most recent rating action occurred on December 11, 2008, when
Moody's downgraded MediaNews' Corporate Family rating to Caa3 from
B3 and Probability of Default rating to Caa3 from Caa1.

Headquartered in Denver, Colorado, MediaNews Group Inc. is a large
newspaper publishing company.  For the LTM period ended
September 30, 2008, the company reported pro-rata revenues of
approximately $1.2 billion.


MGM MIRAGE: Hires Morgan Stanley for Potential Sale of 2 Units
--------------------------------------------------------------
MGM Mirage has hired Morgan Stanley to handle the possible sale of
MGM Grand Detroit and the Beau Rivage casino, Tamara Audi at The
Wall Street Journal reports, citing people familiar with the
matter.

A sale of the two casinos might bring in $1 billion to $2 billion,
providing major relief to MGM Mirage, WSJ states, citing industry
analysts.  According to WSJ, these casinos have produced steady
revenue.  WSJ relates that MGM Grand produced $131 million in
Ebitda in 2008, while the Beau Rivage casino produced about
$100 million.

WSJ says that the reprieve that MGM Mirage's lenders granted the
Company may not be enough, and the Company warned that it might
not be able to meet a May 15 deadline to comply with loan
covenants.  As reported by the Troubled Company Reporter on
March 24, 2009, Dubai World, MGM's partner on the City Center
project, sued the Company over mismanagement and cost overruns and
skipped its half of a $200 million March payment that was due to
contractors.

WSJ quoted fund manager T. Rowe Price gambling analyst Joe Fath as
saying, "It would be a pivotal event if they do sell.  I think
it's going to go a long way to giving the banks more confidence
that they can work through the issues they have."

According to WSJ, a source said that Morgan Stanley is in talks
with buyers interested in acquiring MGM's Michigan and Mississippi
casinos.  WSJ, citing a person familiar with the matter, relates
that Australian gambling magnate James Packer is considering
buying a stake in City Center as part of an investment with Los
Angeles-based Colony Capital LLC.  WSJ states that Morgan Stanley
is also scrutinizing potential buyers to determine whether they
have sufficient access to cash or credit and whether they would be
able to secure state regulators' permission to run a casino.

WSJ notes that some in the gambling industry with knowledge of the
situation have described the possible sale as similar to a private
auction, with qualified potential buyers able to make closed bids
to Morgan Stanley.  MGM Mirage doesn't see the process as an
auction and won't sell the casinos at a cut-rate price, WSJ says,
citing people familiar with the matter.  The report quoted MGM
Mirage spokesperson Alan Feldman as saying, "The company is going
to explore all available options and will develop a comprehensive
strategic plan."

WSJ relates that MGM Mirage had closed on the sale of its Treasure
Island casino in Las Vegas to Phil Ruffin for about
$775 million.

                       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'.


MICHAEL VICK: Court Rejects Chapter 11 Reorganization Plan
----------------------------------------------------------
Larry O'Dell at The Associated Press reports that the Hon. Frank
J. Santoro of the U.S. Bankruptcy Court for the Eastern District
of Virginia has rejected Michael Vick's reorganization plan.

The AP relates that Mr. Vick said that his plans include working a
$10-an-hour construction job as part of his probation until he can
resume his football career.  Peter Ginsberg, one of Mr. Vick's
lawyers, said that Mr. Vick has also agreed to a television
documentary deal that will pay him $600,000, according to The AP.

Gary Mihoces at USA Today reports that Mr. Vick would keep the
first $750,000 he might earn annually if he returns to the NFL.
According to USA Today, Mr. Vick plans to use 20% of what he earns
annually beyond $750,000 and under $2.5 million to pay off his
debts, rising to 33% for all amounts over $10 million.  Mr. Vick,
as part of his bankruptcy plan, would also sell assets like homes
in Georgia and Williamsburg, Virginia, the report states.

According to USA Today, Mr. Vick plans to keep:

     -- a home in Suffolk, Virginia;
     -- a home in Hampton, Virgnia: and
     -- three vehicles for personal use, which included a 2007
        Land Rover, a 2008 Infinity truck, and a 2007 Lincoln
        Navigator.

Mr. Vick said that he owes $58,000 for the Land Rover and $27,500
for the Navigator, USA Today relates.

USA Today states that Joel Enterprises has filed an objection to
Mr. Vick's bankruptcy plan.  Andrew Joel, says the report, has a
$4.6 million breach-of-contract claim against Mr. Vick.
Mr. Vick's plan isn't feasible and he has insufficient funds to
make payments, the report states, citing Joel Enterprises.

According to The AP, Judge Santoro told Mr. Vick to draft a new
Chapter 11 plan, one with a bit more certainty, as there is no
guarantee that the NFL will let Mr. Vick play again.  The AP
relates that Mr. Vick is laying his hopes of resolving his
financial problems on returning to the league.  The report says
that Mr. Vick remains indefinitely suspended, and NFL Commissioner
Roger Goodell hasn't said whether he will reinstate Mr. Vick.
Judge Santoro suggested that Mr. Vick start on a new plan by
considering liquidating one or both of his Virginia homes and
three cars he had planned to keep, the report states.

Judge Santoro, says The AP, hasn't set a deadline for the
submission of Mr. Vick's new plan.  A status hearing is set for
April 28, according to The AP.

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

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

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


MINE WELD: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Mine Weld & Repair, Inc.
        5800 MacCorkle Ave SE
        Charleston, WV 25304

Bankruptcy Case No.: 09-20320

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       Southern District of West Virginia (Charleston)

Debtor's Counsel: Andrew S. Nason, Esq.
                  Pepper & Nason
                  8 Hale Street
                  Charleston, WV 25301
                  Tel: (304) 346-0361
                  Fax: (304) 346-1054
                  Email: asnason@ntelos.net

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/wvsb09-20320.pdf

The petition was signed by Homer Jay Petry, Jr., President of the
company.


MIRANT CORP: Settles 2001 Spinoff Rift With Southern for $202MM
---------------------------------------------------------------
The Southern Company and MC Asset Recovery, LLC, have entered into
a settlement agreement resolving claims asserted by MC Asset
Recovery in MC Asset Recovery, LLC v. Southern Company, a suit
pending in the U.S. District Court for the Northern District of
Georgia.  The dispute arose out of the bankruptcy proceeding of
Mirant Corp., a former subsidiary of Southern until Mirant's spin-
off in April 2001.

Southern Company agreed to pay MCAR $202 million in exchange for
MCAR's release of Southern and certain other designated avoidance
actions assigned to MCAR in connection with Mirant's plan of
reorganization, as well as to release all actions against current
or former officers and directors of Mirant and Southern that have
or could have been filed.  Southern Company will record a charge
in the first quarter 2009 of $202 million.

The settlement concludes the lawsuit commenced in June 2005 when
Mirant, as a debtor in possession, and The Official Committee of
Unsecured Creditors of Mirant filed a complaint against Southern
in bankruptcy court, as amended.  In December 2005, the Bankruptcy
Court entered an order authorizing the transfer of the proceeding,
along with certain other actions, to MCAR.  In January 2006, the
U.S. District Court for the Northern District of Texas substituted
MCAR as plaintiff.

MCAR is a subsidiary of Mirant created at the time Mirant emerged
from bankruptcy in January 2006 to pursue certain claims on behalf
of Mirant's former creditors and former equity holders.  While
wholly owned by Mirant, MCAR is governed by managers that are
independent of Mirant and its other subsidiaries.

The complaint, as amended in March 2007, alleged that Southern
caused Mirant to engage in certain fraudulent transfers and to pay
illegal dividends to Southern Company prior to the spin-off.  The
alleged fraudulent transfers and illegal dividends included
without limitation:

   (1) certain dividends from Mirant to Southern Company in the
       aggregate amount of $668 million,

   (2) the repayment of certain intercompany loans and accrued
       interest in an aggregate amount of $1.035 billion, and

   (3) the dividend distribution of one share of Series B
       Preferred Stock and its subsequent redemption in exchange
       for Mirant's 80% interest in a holding company that owned
       SE Finance Capital Corporation and Southern Company
       Capital Funding, Inc., which transfer plaintiff asserted
       was valued at more than $200 million.

The complaint also sought to recharacterize certain advances from
Southern to Mirant for investments in energy facilities from debt
to equity.  The complaint further alleged that Southern was liable
to Mirant's creditors for the full amount of Mirant's liability
under an alter ego theory of recovery and that Southern breached
its fiduciary duties to Mirant and its creditors, caused Mirant to
breach its fiduciary duties to creditors, and aided and abetted
breaches of fiduciary duties by Mirant's directors and officers.
The complaint also sought recoveries under the theories of
restitution and unjust enrichment.  In addition, the complaint
alleged a claim under the Federal Debt Collection Procedure Act to
avoid certain transfers from Mirant to Southern.

On July 7, 2008, the court ruled that the FDCPA does not apply and
that Georgia law should apply instead.  The complaint sought
monetary damages in excess of $2 billion plus interest, punitive
damages, attorneys' fees, and costs.  Finally, the complaint
included an objection to Southern's pending claims against Mirant
in the Bankruptcy Court -- which relate to reimbursement under the
separation agreements of payments such as income taxes, interest,
legal fees, and other guarantees -- and sought equitable
subordination of Southern's claims to the claims of all other
creditors.  Southern served an answer to the complaint in April
2007.

In January 2006, the District Court granted Southern's motion to
withdraw the action from the Bankruptcy Court and, in February
2006, granted Southern's motion to transfer the case to the U.S.
District Court for the Northern District of Georgia.  In May 2006,
Southern filed a motion for summary judgment seeking entry of
judgment against the plaintiff as to all counts of the complaint.
In December 2006, the motion was granted in part and denied in
part by the Georgia District Court.  As a result, certain breach
of fiduciary duty claims alleged in earlier versions of the
complaint were barred; all other claims in the complaint were
allowed to proceed.

On August 6, 2008, Southern filed a second motion for summary
judgment.  MCAR filed its response to Southern's motion for
summary judgment on October 20, 2008.  On February 5, 2009, the
court denied the summary judgment motion in connection with the
fraudulent conveyance and illegal dividend claims concerning
certain advance return/loan repayments in 1999, dividends in 1999
and 2000, and transfers in connection with Mirant's separation
from Southern Company.  The court granted Southern Company's
motion for summary judgment with respect to certain claims,
including claims for restitution and unjust enrichment, claims
that Southern Company aided and abetted Mirant's directors' breach
of fiduciary duties to Mirant, and claims that Southern Company
used Mirant as an alter ego.  In addition, the court granted
Southern Company's motion in connection with the fraudulent
transfer and illegal dividend claims concerning certain turbine
termination payments.

Mirant said in a regulatory filing that the payment to MCAR will
result in Mirant being reimbursed the funds it has provided to
MCAR but will not otherwise benefit Mirant.

Under the Plan of Reorganization that became effective for Mirant
on January 3, 2006, Mirant and its subsidiaries that were in
bankruptcy transferred to MCAR various causes of action, including
the claims asserted in the Southern Company Litigation.  The Plan
required Mirant to make contributions to MCAR as necessary to pay
professional fees and certain other costs reasonably incurred by
MC Asset Recovery, and provided that Mirant would be reimbursed
for such funding from any recoveries obtained by MC Asset
Recovery.  Under the Plan, any cash recoveries received by MCAR
from the claims transferred to it, net of costs incurred in
prosecuting the actions (including all capital contributions from
Mirant), are to be distributed to the unsecured creditors of
Mirant in the bankruptcy proceedings and the holders of the equity
interests in Mirant immediately prior to the effective date of the
Plan.

Once the settlement of the Southern Company Litigation has been
effectuated, Mirant expects to receive reimbursement of roughly
$51 million for the funds it has provided to MC Asset Recovery.
Mirant expects that MCAR will use some of the funds it receives
under the settlement to pay fees owed to the managers of MCAR and
other expenses of MCAR not previously funded by Mirant, and that
MCAR will reserve some portion of those funds to pay future
expenses. Pursuant to Mirant's Plan of Reorganization, the
remainder of the amount recovered by MCAR will be distributed 50%
to the class of Mirant debtors identified in the plan as Mirant
Debtor Class 3 - Unsecured Claims and 50% to Mirant Debtor Class 5
- Equity Interests.

                        About Mirant Corp.

Mirant Corporation -- http://www.mirant.com/-- produces and sells
electricity in the United States.  Mirant owns or leases
approximately 10,097 megawatts of electric generating capacity.
The company operates an asset management and energy marketing
organization from its headquarters in Atlanta, Georgia.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on Jan. 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed $20,574,000,000 in assets and $11,401,000,000
in debts.  The Debtors emerged from bankruptcy on Jan. 3, 2006.
On March 7, 2007, the Court entered a final decree closing 46
Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included in the parent's bankruptcy exit plan.

In February 2007, Mirant NY-Gen filed its Chapter 11 Plan of
Reorganization and Disclosure Statement.  The Court confirmed an
amended version of the Plan on May 7, 2007.  Mirant NY-Gen emerged
from Chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan.  The
Court confirmed Mirant Lovett's Plan on Sept. 19, 2007.  Mirant
Lovett emerged from bankruptcy on Oct. 2, 2007.

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

                           *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Fitch Ratings affirmed Mirant Corp. and its subsidiaries' Issuer
Default Ratings at 'B+'.  Fitch also affirmed the companies' other
existing ratings as shown in the list of rating actions at the end
of this release.  The Rating Outlook for MIR and each of its
listed subsidiaries remains Stable.

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


N. CAROLINA MUTUAL: A.M. Best Cuts Fin'l Strength Rating to 'B-'
----------------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to B-
(Fair) from B (Fair) and issuer credit rating to "bb-" from "bb"
of North Carolina Mutual Life Insurance Company (Durham, NC).  The
ratings also have been placed under review with negative
implications, reflecting the uncertainty surrounding the
successful execution of initiatives undertaken by NCM to increase
its capital position.

The rating downgrades recognize NCM's sharp reduction in surplus,
which was driven by continued operating losses.  Given the
uncertainty of the current economic environment, A.M. Best also
remains concerned about the potential for realized losses on NCM's
fixed income portfolio, as its year-end loss position on bonds was
$7.8 million, which further compromises the company's surplus
position.  Although NCM's commercial mortgage portfolio continues
to perform well, its commercial mortgage exposure represents a
significant portion of its surplus.

The placing of NCM's ratings under review with negative
implications is contingent upon the successful implementation of a
number of significant initiatives the company has undertaken to
strengthen its capital position and return to profitability.  The
initiatives include the additional use of reinsurance to stabilize
its surplus position, and further reduction in costs.

As NCM's risk-based capital position is weak, it is imperative
that these initiatives contribute to earnings and surplus as
planned.  If NCM's strategies are unsuccessful in the near term,
A.M. Best may take additional rating actions.


NEXSTAR FINANCE: Moody's Changes Default Rating to 'Caa2/LD'
------------------------------------------------------------
Moody's Investors Service has changed Nexstar Finance Holdings,
Inc.'s Probability-of-Default rating to Caa2/LD from Ca,
reflecting Moody's view that its recently completed exchange offer
constitutes an effective distressed exchange default.  Moody's
expect to remove the "/LD" designation shortly.  Nexstar's Caa2
PDR underscores Moody's view that the company faces a high
probability of further default.

Moody's has taken these rating actions:

Nexstar Finance Holdings, Inc.

* Corporate Family rating -- affirmed at Caa1

* Probability-of-Default rating -- changed to Caa2/LD from Ca

* 11.375% senior discount notes due 2013 -- affirmed at Ca (LGD 5,
  84%)

Nexstar Broadcasting, Inc. (including Mission Broadcasting, Inc.)

* Revolving credit facilities due 2012 -- affirmed at B1 (LGD 2,
  14%)

* Senior secured term loans due 2012 -- affirmed at B1 (LGD 2,
  14%)

* 7% senior subordinated notes due 2014 -- upgraded to Caa2 (LGD
  4, 57%) from Ca (LGD 4, 55%)

Nexstar's SGL-4 liquidity rating is unaffected by this rating
action.

The rating outlook is negative.

Moody's does not rate Nexstar Broadcasting, Inc.'s privately-
placed $36 million of senior subordinated notes due 2014 or its
new 7% Senior Subordinated PIK Notes due 2014.

The last rating action was on March 17, 2009 when Moody's
downgraded Nexstar's CFR to Caa1 from B3 and PDR to Ca from B3.
More information may be found in Moody's Credit Opinion dated
March 18, 2009.

Nexstar Broadcasting Group, Inc., based in Irving, Texas, operates
52 television stations in 30 markets pro-forma for announced
acquisitions.  The company recorded revenue of approximately
$285 million in 2008.


NEXSTAR BROADCASTING: S&P Cuts Corporate Credit Rating to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Irving, Texas-based Nexstar Broadcasting Group Inc. and
related entities to 'SD' (indicating a selective default) from
'CC'.

At the same time, S&P lowered the issue-level rating on Nexstar
Broadcasting Inc.'s 7% senior subordinated notes due 2014 to 'D'
from 'C'.

The other outstanding issue-level ratings on the company remain on
CreditWatch, where they were placed with negative implications
March 10, 2009.

"The ratings downgrade reflects the completion of Nexstar's offer
to exchange up to $143.6 million principal of its 7% senior
subordinated notes due 2014 for a similar amount of 7% senior
subordinated pay-in-kind notes due 2014 and cash," explained
Standard & Poor's credit analyst Deborah Kinzer.  "As S&P stated
on March 10, 2009, S&P views the exchange as tantamount to a
default, because it significantly diverges from the original terms
of the obligation."

Nexstar announced on March 30, 2009, that it completed the
exchange offer, issuing $142.3 million of 7% senior subordinated
PIK notes due 2014 for $143.6 million of its 7% senior
subordinated notes due 2014.  From the date of issuance of the PIK
notes through Jan. 15, 2011, interest will accrue in kind on the
PIK notes at an annual rate of 0.5%, such that the principal
amount of the notes as of Jan. 15, 2011 will equal $1,000.  From
and after Jan. 15, 2011, the senior subordinated PIK notes will
accrue interest in cash at a rate of 7% per year.

S&P will reassess the company's business outlook and liquidity
profile over the immediate term, after which S&P expects to raise
the corporate credit rating and resolve the CreditWatch listings
of the issue-level ratings on Nexstar's other obligations.  It is
S&P's preliminary expectation that the corporate credit rating
will be raised to 'B-'.


NORANDA ALUMINUM: Moody's Downgrades Default Rating to 'Ca/LD'
--------------------------------------------------------------
Moody's Investors Service downgraded Noranda Aluminum Holding
Corporation's Probability of Default rating to Ca/LD from B2 and
its Corporate Family Rating to Caa1 from B2.  The speculative
grade liquidity rating was downgraded to SGL-3 from SGL-2.  At the
same time Moody's downgraded the rating on Holdings' floating rate
notes due 2014 to C from Caa1.  The ratings on Noranda Aluminum
Acquisition Corporation's (intermediate holdco) senior secured
revolving credit and term loan facility were downgraded to B2 from
Ba2 and its guaranteed floating rate notes due 2015 were
downgraded to C from B3.  The ratings remain under review for
further possible downgrade.

The downgrade of the PDR to Ca/LD was prompted by Noranda
Aluminum's (wholly owned subsidiary) recent announcement that it
had entered into an agreement with Merrill Lynch International
under which it can, at its discretion, monetize certain of its in-
the-money aluminum hedges maturing over the 2010 to 2012 period
for the purposes of purchasing certain of Noranda's debt.  The
agreement expires in December 2010 and has an initial cash
settlement cap of $200 million.  Under this agreement the company
has repurchased a portion of its notes due 2014 ($220 million
outstanding prior to any buyback) and its notes due 2015
($510 million outstanding before any buyback).  Moody's views this
transaction as a distressed exchange.  This considers the
significant monetary loss incurred relative to the principal value
of the bonds and the company's weak credit profile.  The LD
designation on the PDR signifies a limited default and also
applies to any further purchases that might be executed over the
next few months.  In approximately 3 days, the PDR will be moved
to Caa1 and be placed under review for possible downgrade.

The downgrade of the corporate family rating to Caa1 reflects the
significant challenges facing Noranda from an operational and
financial perspective.  Aluminum market fundamentals weakened
throughout 2008 as demand from key end markets such as housing,
transportation and commercial construction softened.  This trend
accelerated in the fourth quarter of 2008 with sharp drops in
aluminum demand and price.  Noranda's debt protection measures and
leverage deteriorated significantly with EBIT barely covering
interest expense after adjusting for non-cash losses on
derivatives.  Moody's expects the market conditions seen in the
fourth quarter of 2008 to continue through 2009 with further
volume contraction likely at least over the first six to nine
months.  In addition, inventory build-up on the LME will continue
to limit price recovery in the aluminum industry for some time.
As a consequence, Noranda's debt coverage ratios will remain weak
and operating earnings are expected to be negative, prior to any
benefits from the hedge positions.

The ratings also consider the operational and cost challenges
facing the company due to the outage at its only smelter, New
Madrid, which has impacted approximately 75% of capacity.  The
company expects that insurance proceeds will be sufficient to
restore the potlines, however this is likely to still be several
months away.  Further, the company remains obligated to purchase
its 50% share of alumina production from its joint venture
interest in the Gramercy alumina refinery, priced on a cost plus
freight basis.  This currently has a higher cost than the market
price for alumina and with the smelter outage, Noranda is exposed
to selling alumina at lower prices.  Noranda and its joint venture
partner continue to explore options to reduce these costs.  This
would likely have an impact as well on the bauxite operations at
St. Ann Bauxite Ltd.  Noranda's production costs for alumina and
aluminum exceed market prices and this, in concert with the
anticipated volume declines, is expected to result in losses in
2009.

The downgrade in the speculative grade liquidity rating to SGL-3
from SGL-2 reflects the more challenged liquidity position the
company is facing in light of the difficult market conditions and
the smelter outage, which will contribute to operating losses and
constrained cash generation.  The company drew $225 million of its
$250 million secured revolver in the fall of 2008 in order to
strengthen its liquidity position.  However, the company had cash
balances of $184 million at year-end 2008, and has hedged roughly
290 million pounds of aluminum in 2009 at $1.09/lb, which should
provide support to the company's liquidity position (with
additional hedges in place for 2010 - 2012).  In addition, the
company has no material debt maturities over the next twelve to
fifteen months and all covenants are incurrence-based covenants.

The downgrade to C from Caa1 on Holdings notes due 2014, and to C
from B3 on the Noranda Aluminum Acquisition Corporation notes due
2015 reflects the significant loss taken by note holders selling
at current trading levels.  Based upon the anticipated post-
exchange capital structure, Moody's expects to change the rating
on the 2014 notes to Caa3 and on the 2015 notes to Caa2 in
approximately 3 days, with continuing review for downgrade.

The downgrade to B2 from Ba2 in the revolving credit and term loan
facility reflects the weaker credit profile as indicated by the
Caa1 corporate family rating and the reduction in the underlying
unsecured debt in the capital structure.

The continuing review for further possible downgrade incorporates
the ongoing uncertainty as to the timing and cost of restoration
of production at the smelter, as well as to the timing of receipt
and level of insurance proceeds to cover.  The review will also
focus on the company's ability to reduce costs, including actions
that might be taken with respect to the Gramercy joint venture,
and manage to a cash neutral position.  Further changes to the
capital structure as a result of any future repurchases of debt
will also be a focus of the review.  Moody's last rating action on
Noranda Aluminum Holding Corporation and Noranda Aluminum
Acquisition Corporation was on January 30, 2009, when the ratings
were placed under review for possible downgrade.

Downgrades:

Issuer: Noranda Aluminum Acquisition Corporation

  -- Senior Secured Bank Credit Facility, Downgraded to B2, LGD2,
     25% from Ba2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C,
     LGD5, 80% from B3

Issuer: Noranda Aluminum Holding Corporation

  -- Probability of Default Rating, Downgraded to Ca/LD from B2

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

  -- Corporate Family Rating, Downgraded to Caa1 from B2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C,
     LGD5, 85% from Caa1

Moody's last rating action on Noranda Aluminum Holding Corporation
and Noranda Aluminum Acquisition Corporation was on January 30,
2009, when the ratings were placed under review for possible
downgrade.

Headquartered in Franklin, Tennessee, Noranda generated revenues
of $1.3 billion for the year ended December 31, 2008.  It operates
in two business segments: primary aluminum and downstream.


NOVA BIOSOURCE: Bankruptcy Filing Cues Default Under Debentures
---------------------------------------------------------------
Nova Biosource Fuels, Inc., says its bankruptcy filing constitutes
an event of default under the Company's 10% Convertible Senior
Secured Note due 2012.  The total principal amount of the Notes
was roughly $55.0 million as of March 30, 2009.

As a result of the event of default, all of the $55.0 million of
obligations under the Notes and the amount of $2.75 million
remaining under the portion of the Company's letter of credit
required to be held to satisfy the initial four interest payments
on the Notes became automatically and immediately due and payable,
subject to an automatic stay of any action to collect, assert, or
recover a claim against the Company and the application of
applicable bankruptcy law.

Nova Biosource also relates that as of March 31, 2009, an event of
default occurred under a credit facility entered into by its
subsidiary, Nova Biofuels Seneca, as a result of that unit's
failure to pay scheduled interest and principal payments in
accordance with the terms of the Credit Facility and related
waiver by the lenders, the filing of the bankruptcy petition and
Nova Biofuel Seneca's failure to comply with certain covenants in
the Credit Facility.

As a result of the event of default, all commitments of the
Lenders under the Credit Facility terminated and the outstanding
principal amount of the outstanding loans and all other
obligations under the Credit Facility became immediately due and
payable.  The outstanding principal amount of the outstanding
loans was roughly $41.0 million as of March 30.

On March 27, 2009, WestLB, as administrative agent for the lenders
under a $41.0 million senior secured construction, term and
working capital credit facility -- among Nova Biofuels Seneca,
LLC, a subsidiary; the lender parties; WestLB, as administrative
agent for the Lenders, as Issuing Bank with respect to the Letters
of Credit, as collateral agent for the Senior Secured Parties, and
as lead arranger and sole bookrunner; and Sterling Bank, a Texas
banking corporation, as accounts bank, agreed to waive, effective
March 26, 2009, certain covenant defaults under the Credit
Facility and the requirement of Nova Biofuels Seneca to make its
scheduled principal and interest payments previously due on March
27 until March 31 while the parties continued to evaluate the
Credit Facility and the project's financial condition and working
capital requirements.

In addition, effective March 27, Nova Biofuels Seneca and the
parties to the Credit Facility entered into a ninth amendment to
the Credit Facility.  In the Amendment, the parties to the Credit
Facility consented to an amendment and restatement of  the Nova
Biofuels Seneca limited liability agreement, amended certain
requirements as to required provisions of the LLC Agreement, and
agreed that, in the event of any bankruptcy proceeding, any
consent given by the Lenders under the Credit Facility to any
action, proposed motion or relief sought by Nova Biofuels Seneca
or its affiliates would constitute the Lenders' consent to such
action, motion or relief under the LLC Agreement.

As reported by the Troubled Company Reporter, the Company and
certain of its subsidiaries filed on March 30, 2008, voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
in the United States Bankruptcy Court for the District of
Delaware.  The Subsidiaries are Nova Holding Clinton County, LLC,
Nova Biofuels Clinton County, LLC, Nova Holding Seneca, LLC, Nova
Biofuels Seneca, Nova Holding Trade Group, LLC, Nova Biofuels
Trade Group, LLC, NBF Operations, LLC, Nova Biosource
Technologies, LLC, and Biosource America, Inc.

The Debtors have appointed Brent King of Prairie Financial
Advisors, LLC, as Vice President/Chief Restructuring Officer of
the Companies.  In his new position, Mr. King will be responsible
for the bankruptcy process and financial operations of the
Companies.

Prior to joining the Company, Mr. King, 47, served as Chief
Restructuring Officer of Central Illinois Energy, an ethanol
producer, from 2007 through 2008 and of The Kewanee Corporation
during 2007.  He also served as Turnaround Manager of Ag-Gressor
Manufacturing, an agricultural chemical company, from 1999 through
2005 and of Classic Coach Interiors from 2001 through 2002.  Mr.
King also served as a director of 4CSolutions, Inc. from 2005
through 2008.

Blank Rome LLP serves as bankruptcy counsel to the Companies in
connection with the Chapter 11 cases.

On April 1, Nova Biosource received notice from NYSE Amex LLC,
formerly known as the American Stock Exchange, indicating that the
Exchange had suspended trading of the Company's securities and had
determined to seek to remove the Company's securities from listing
on the Exchange as a result of the bankruptcy filing and the
Company's failure to comply with certain other provisions of the
Exchange's Company Guide.  The last day that the Company's common
stock traded on the Exchange was March 30, 2009.  The Company does
not intend to take any further action to appeal the Exchange's
decision, and therefore it is expected that the Company's
securities will be delisted after the completion of the Exchange's
application to the Securities and Exchange Commission.

                    About Nova Biosource Fuels

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com-- is
an energy company that refines and markets ASTM D6751 quality
biodiesel and related co-products through the deployment of its
proprietary, patented process technology, which enables the use of
a broader range of lower cost feedstocks.  Nova owns two biodiesel
refineries: one in Seneca, Illinois with a nameplate capacity of
60 million gallons per year and one in Clinton, Iowa with a
nameplate capacity of 10 million gallons per year.

On March 23, 2009, Nova issued preliminary financial information
for the quarter ended January 31, 2009.  Total assets of the
Company as of January 31, 2009, were roughly $109,657,000, while
total liabilities were roughly $110,542,000, resulting in
stockholders' deficit of $885,000.  The Company's net loss for the
quarter ended January 31, 2009, was roughly $11,149,000.

The Company has not been able to file its Form 10-Q for the period
ended January 31, 2009, due to the Company's staffing and
financial limitations.  However, the Company intends to attempt to
file the Form 10-Q on or before April 15, 2009.


NOVA BIOSOURCE: Court Approves Use of WestLB Cash Collateral
------------------------------------------------------------
Nova Biosource Fuels, Inc., and its debtor-affiliates have
received permission from the U.S. Bankruptcy Court for the
District of Delaware to use certain cash collateral on consent of
WestLB AG, New York Branch, and other relief enabling the Company
and the subsidiaries to continue to use their cash management
system, to pay wage and wage equivalent claims, and to pay certain
other claims and to implement other arrangements that will enable
the Company and the Subsidiaries to manage their property and
operate their businesses without disruption in Chapter 11
bankruptcy court.

On March 27, 2009, WestLB, as administrative agent for the lenders
under a $41.0 million senior secured construction, term and
working capital credit facility -- among Nova Biofuels Seneca,
LLC, a subsidiary; the lender parties; WestLB, as administrative
agent for the Lenders, as Issuing Bank with respect to the Letters
of Credit, as collateral agent for the Senior Secured Parties, and
as lead arranger and sole bookrunner; and Sterling Bank, a Texas
banking corporation, as accounts bank, agreed to waive, effective
March 26, 2009, certain covenant defaults under the Credit
Facility and the requirement of Nova Biofuels Seneca to make its
scheduled principal and interest payments previously due on March
27 until March 31 while the parties continued to evaluate the
Credit Facility and the project's financial condition and working
capital requirements.

In addition, effective March 27, Nova Biofuels Seneca and the
parties to the Credit Facility entered into a ninth amendment to
the Credit Facility.  In the Amendment, the parties to the Credit
Facility consented to an amendment and restatement of  the Nova
Biofuels Seneca limited liability agreement, amended certain
requirements as to required provisions of the LLC Agreement, and
agreed that, in the event of any bankruptcy proceeding, any
consent given by the Lenders under the Credit Facility to any
action, proposed motion or relief sought by Nova Biofuels Seneca
or its affiliates would constitute the Lenders' consent to such
action, motion or relief under the LLC Agreement.

WestLB initially agreed to waive until March 27 covenant defaults
under the Credit Facility and the requirement of Nova Biofuels
Seneca to make its scheduled principal and interest payments due
March 20.

A full-text copy of the NINTH AMENDMENT TO CREDIT AGREEMENT AND
FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT dated as of
March 27, 2009, is available at no charge at:

              http://ResearchArchives.com/t/s?3b05

Nova Biosource Fuels, Inc. -- http://www.novabiosource.com-- is
an energy company that refines and markets ASTM D6751 quality
biodiesel and related co-products through the deployment of its
proprietary, patented process technology, which enables the use of
a broader range of lower cost feedstocks.  Nova owns two biodiesel
refineries: one in Seneca, Illinois with a nameplate capacity of
60 million gallons per year and one in Clinton, Iowa with a
nameplate capacity of 10 million gallons per year.

On March 23, 2009, Nova issued preliminary financial information
for the quarter ended January 31, 2009.  Total assets of the
Company as of January 31, 2009, were roughly $109,657,000, while
total liabilities were roughly $110,542,000, resulting in
stockholders' deficit of $885,000.  The Company's net loss for the
quarter ended January 31, 2009, was roughly $11,149,000.

The Company has not been able to file its Form 10-Q for the period
ended January 31, 2009, due to the Company's staffing and
financial limitations.  However, the Company intends to attempt to
file the Form 10-Q on or before April 15, 2009.


OHM HOTELS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: OHM Hotels & Resorts, LLC
        2337 US Highway 19 North
        Holiday, FL 34691-4352

Bankruptcy Case No.: 09-05725

Chapter 11 Petition Date: March 26, 2009

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

Debtor's Counsel: Herbert R. Donica, Esq.
                  Donica Law Firm PA
                  106 S. Tampania Avenue, #250
                  Tampa, FL 33609
                  Tel: (813) 878-9790
                  Fax: (813) 878-9746
                  Email: ecf-hrd@donicalaw.com

Total Assets: $1,832,850.00

Total Debts: $2,929,901.39

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

          http://bankrupt.com/misc/flmb09-05725.pdf

The petition was signed by Vatsalkumar R. Patel, Managing Member
of the company.


PANOLAM INDUSTRIES: Forbearance Agreement Cues S&P's 'SD' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit ratings on Panolam Industries International Inc.
to 'SD' from 'CCC+', which indicates a selective default.

In addition, S&P lowered the issue-level rating on the company's
senior secured revolving credit facility due 2010 and senior
secured term loan due 2012 to 'CC' from 'B-'.  The recovery rating
on the facility was revised to '3', indicating S&P's expectation
of meaningful (50% to 70%) recovery for lenders in the event of a
payment default, from '2'.

Also, S&P lowered the issue-level rating on the company's
$151 million senior subordinated notes due 2013 to 'D' from 'CCC-
'.  The recovery rating remains at'6'.

"The rating actions stem from Panolam's announcement that on March
31, 2009, it entered into a forbearance agreement with its
lenders," said Standard & Poor's credit analyst Tobias Crabtree.
Under this agreement, lenders have agreed to forbear exercising
any rights and remedies related to the Feb. 27, 2009, notice of
default under the company's senior secured credit facility due to
covenant violations.  The terms of the forbearance agreement
prohibit Panolam from paying the April 1, 2009, interest payment
on their $151 million senior subordinated notes due 2013.  A
payment default has not occurred relative to the legal provisions
of the indenture governing 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.

The company has indicated that it will avail itself of the 30-day
grace period to continue to try and restructure or refinance its
credit facility.  If the company is unable to restructure or
refinance its credit facility, its lenders could accelerate $343.9
million in debt obligations.  As a result of these factors and the
current difficulty in credit markets, there is substantial
uncertainty that Panolam will be able to continue as a going
concern.


PANOLAM INDUSTRIES: Moody's Cuts Corporate Family Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service has downgraded Panolam Industries
International, Inc.'s corporate family rating and probability of
default rating to Ca from Caa1.  Concurrently, Moody's lowered the
ratings on the senior secured credit facilities to Caa2 from B2
and the subordinated notes to C from Caa2.  The ratings outlook
remains negative.

The Ca ratings reflect Moody's opinion that the probability of
default has increased substantially as a result of the company's
inability to amend, restructure or refinance its credit facilities
following covenant violations at December 31, 2008.  Panolam was
issued a notice of default in February of 2009 and is currently
operating subject to a forbearance agreement with lenders of its
credit facility.  The forbearance agreement restricts, among other
things, Panolam's ability to pay interest to the holders of its
subordinated notes which was due on April 1, 2009.  Failure to
meet its interest payment or remedy the payment default within a
30 day grace period would constitute an event of default that
allows the noteholders to accelerate payment and would trigger a
cross-default on the credit facilities.

While the Ca rating specifically addresses the potential for near-
term payment default, Moody's views the continuing weakness in the
company's end-markets (North American commercial and residential
construction) and related deterioration of revenues, earnings and
cash flows as unsustainable given the company's high debt levels.

These ratings/assessments for Panolam Industries International
were affected:

  -- Corporate Family Rating, downgraded to Ca from Caa1;

  -- Probability of default, downgraded to Ca from Caa1;

  -- $168 million Sr. Sec. 1st Lien Term Loan, due 2012,
     downgraded to Caa2 (LGD2, 24%) from B2 (LGD2, 25%);

  -- $30 million Sr. Sec. 1st Lien Revolver, due 2010, downgraded
     to Caa2 (LGD2, 24%) from B2 (LGD2, 25%);

  -- $150 million 10.75% Sr. Sub. Notes, due 2013, downgraded to C
     (LGD4, 79%) from Caa2 (LGD5, 79%).

These rating was affirmed:

  -- Speculative grade liquidity rating at SGL-4

The previous rating action on Panolam was the November 20, 2008,
downgrade of the corporate family rating to Caa1 from B2.

Headquartered in Shelton, Connecticut, Panolam is an integrated
manufacturer of thermally fused melamine panels and high pressure
laminates.  Revenues during 2008 were $366 million.


PHOTRONICS INC: S&P Retains Developing CreditWatch on Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Brookfield, Connecticut-based Photronics Inc. remain on
CreditWatch with developing implications, where they were placed
on Nov. 6, 2008.  This means S&P could raise or lower the ratings
following the completion of S&P's review.

"We originally placed the ratings on CreditWatch because of PLAB's
inability, in the current credit market environment, to raise at
least $75 million in permanent capital per the second amendment to
its June 6, 2007, credit agreement," said Standard & Poor's credit
analyst Joseph Spence.  The capital would have been used to reduce
borrowings under its senior secured revolving credit facility and
provide additional cushion under its senior leverage covenants.

On Dec. 12, 2008, PLAB amended its credit agreement to eliminate
the requirement to raise capital.  However, the weak economic and
industry environment could lead to a near-term breach because of
continued tightening of the existing leverage and quarterly EBITDA
covenants over the next three quarters.

S&P expects PLAB will need to return to its lenders to discuss
additional amendments to its credit agreement.  PLAB's good
adjusted-quarter EBITDA margins of about 20% and moderate
annualized adjusted leverage of 3.0x as of Jan. 31, 2009, continue
to provide the basis for potential solutions to the current
covenant problems.

S&P will continue to monitor PLAB's performance relative to
covenant levels and any potential discussions between PLAB and its
lenders.  S&P could raise the rating higher within the 'B'
category and assign a stable outlook, if PLAB receives sufficient
covenant relief from lenders.  The rating level would depend upon
the degree of relief granted, along with an assessment of expected
performance and debt levels.  If the company is not able to
achieve covenant relief or significant cushion improvement, S&P
could lower the ratings further.


PLAINS EXPLORATION: S&P Affirms 'BB' Rating on $200 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
issue rating on Plains Exploration & Production Co.'s
$200 million new senior unsecured notes due 2016.  The notes have
a recovery rating of '4', and are an add-on to $365 million in
senior notes that PXP issued in March 2009.  Proceeds from the new
notes will be used for general corporate purposes including future
capital spending.

The corporate credit rating on PXP is 'BB' and the outlook is
stable.

The ratings on PXP reflect its participation in the highly
cyclical exploration and production segment of the oil and gas
industry, high levels of multiyear capital spending in the
Haynesville Shale associated with its joint venture agreement with
Chesapeake Energy Corp., and its high degree of acquisitions and
divestitures over recent periods.  Ratings also incorporate PXP's
midsize and geographically diversified oil and gas reserve base
and hedge protection in fiscal 2009 and 2010.  (For the latest
corporate credit rating rationale, see the summary analysis on PXP
published March 19, 2009).

                           Ratings List

                Plains Exploration & Production Co.

   Corporate credit rating                          BB/Stable/--

                         Rating Affirmed

      $200 million new senior unsecured notes due 2016  BB
       Recovery rating                                  4


PHILADELPHIA NEWSPAPERS: Seeks to Delay Hearing on DIP Financing
----------------------------------------------------------------
The Philadelphia Inquirer reports that Philadelphia Newspapers has
asked the Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for
the Eastern District of Philadelphia to postpone a hearing on
debtor-in-possession financing for a month.

Philadelphia Newspapers said in a court filing that it wanted to
delay the hearing until the week of May 11 because it has been
doing well enough financially to go longer without DIP financing.
The Debtor also said in the filing that it would be in its best
interest to avoid costly litigation over the financing.

According to court documents, senior lenders opposed Philadelphia
Newspapers' proposed hearing delay.  The court documents say that
the lenders also objected the use of cash flow to run the business
beyond April 13 and 14.

The hearing had been set for April 13 and 14, The Philadelphia
Inquirer relates.  Judge FitzSimon has scheduled a hearing on
Philadelphia Newspapers' request on April 6, the report states.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa., Lead Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PRECISION PARTS: Cerion Acquires Firm, MPI International & Skill
----------------------------------------------------------------
The Greeneville Sun reports that Cerion, LLC, has purchased
Precision Parts International Services Corp., MPI International,
and Skill Metal-forming Technologies.

According to The Greeneville Sun, the U.S. Bankruptcy Court for
the District of Delaware has approved the sale.

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

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

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

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Alvarez & Marsal North America LLC
as financial advisor and Kurtzman Carson Consultants LLC as
notice, claims and balloting agent.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million to $500 million each.


R.W. HERTEL: Creditors Seek to Put Firm Into Bankruptcy
-------------------------------------------------------
Julie Lynem at SanLuisObispo.com reports that a group of creditors
have filed a petition in the U.S. Bankruptcy Court for the Central
California District in Santa Barbara to force R.W. Hertel & Sons
into involuntary bankruptcy.

According to SanLuisObispo.com, several creditors are seeking to
collect more than $42,000 from R.W. Hertel.  Court documents say
that R.W. Hertel owes ASAP Repographics owner Roger Marlin about
$4,200.  SanLuisObispo.com relates that Andy's Precision of Madera
is owed $24,130, while Marketshare Inc. is owed about $13,646.

SanLuisObispo.com states that the Contractors State License Board
has suspended R.W. Hertel's license for failing to comply with an
outstanding civil judgment.  SanLuisObispo.com says that local
homeowners complained of construction defects.  R.W. Hertel hired
an inspector from the License Board and found evidence of leaks in
seven of 49 homes and had concerns about the viability of the
roofs on other homes, according to the report.

R.W. Hertel & Sons is a Ventura-based builder, which has
residential projects in San Luis Obispo County.


RBS GLOBAL: Private Exchange Offers Cues Moody's Junk Ratings
-------------------------------------------------------------
Moody's Investors Service lowered the ratings of RBS Global, Inc.
-- Probability of Default Rating to Ca from B3 and the Corporate
Family Rating to Caa1 from B3.  In a related rating action,
Moody's lowered the Speculative Grade Liquidity rating to SGL-3
from SGL-2.  Even though the outlook for the company is stable,
the ratings of certain debt instruments are under review for
potential downgrade pending the results of the exchange offers.

The downgrade of the company's PDR results from RBS' recent
announcement of the commencement of private exchange offers to
exchange new 9.50% senior unsecured notes due 2014 for RBS' 8.875%
senior unsecured notes due 2016 and the PIK toggle senior notes
issued by Rexnord Holdings, Inc.'s, RBS' parent company.  The
exchange offer for both notes is at values below par.
Additionally, the current exchange offer coupled with previous
discounted purchases of PIK toggle senior notes will effectively
extinguish most of this debt at significant discounts.  Moody's
views these transactions, as proposed, to be a distressed
exchange.  Moody's will classify this transaction as a limited
default and will likely change the PDR to Caa1/LD upon the closing
of the exchange.

The change in RBS' corporate family rating reflects the reduced
prospects for earnings over the near term and erosion in RBS'
credit metrics beyond Moody's expectations.  The global economic
downturn is adversely influencing RBS' end markets, resulting in a
diminished outlook for its Water Management and Power Transmission
businesses.  The non-residential construction industry, the main
driver of its WM business, is likely to remain weak through at
least the end of calendar year 2009.  Further dampening
construction spending is the current disruption in the credit
markets and the lack of third-party funding for new projects.  The
economic downturn within the United States where RBS earns nearly
75% of its revenues is negatively impacting industrial
manufacturers, an important source of sales for RBS' PT business.

In order to contend with these market challenges RBS is pursuing
cost reduction initiatives and working capital improvements,
attempting to minimize this downturn on its operating margins and
cash generation.  The company is increasing spending controls,
reducing its staffing levels, and rationalizing underutilized
facilities.  Notwithstanding these efforts, RBS' operating
performance is likely to trend towards credit metrics that were
previously identified by the rating agency that could put downward
pressure on the ratings.  These metrics include EBITA/cash
interest nearing 1.1x or debt/EBITDA remaining above 7.0x (all
ratios adjusted per Moody's methodology).  Moody's believes that
the company's future credit metrics are more indicative of the
Caa1 Corporate Family Rating.

Moody's also lowered RBS' speculative grade liquidity rating to
SGL-3 from SGL-2 due to the likely erosion of the company's
liquidity profile resulting from the business deterioration.  Even
though cash generation will be below Moody's prior expectations
headroom under its bank covenants should be sufficient for the
next twelve months.

The stable outlook of the corporate family anticipates that the
combination of the debt exchange and RBS' ongoing cost reduction
initiatives will allow it to contend with the current ongoing
economic challenges.  The ratings of certain debt instruments are
on review for potential downgrade pending completion of the
exchange offer.  Most of the PIK toggle senior notes, the most
junior debt in the organization's capital structure, will be
eliminated upon closing of the exchange offer, removing a
significant amount of junior claims relative to the other debt
instruments.  This could have the effect of further lowering the
ratings on more senior debt instruments under Moody's Loss Given
Default methodology.

These ratings/assessments were lowered by this action:

  -- Corporate Family Rating lowered to Caa1 from B3;

  -- Probability of Default Rating lowered to Ca from B3; and,

  -- $150 million senior unsecured notes due 2016 lowered to Caa3
     (LGD2, 26%) from B3 (LGD4, 51%), which are being tendered and
     recovery rates reflect the discount that is being offered.

These ratings/assessments were lowered and are under review for
potential downgrade:

  -- Senior secured bank credit facility lowered to B1 (LGD2, 13%)
     from Ba3 (LGD2, 13%), and

  -- $803 million senior unsecured notes due 2014 lowered to Caa1
      (LGD4, 52%) from B3 (LGD4, 51%);

These ratings/assessments were affirmed by this action:

  -- $300 million senior subordinated notes due 2016 affirmed at
     Caa2 (LGD5, 83%).

These ratings/assessments were assigned by this action:

  -- Proposed $306.5 million senior unsecured notes due 2014
     assigned (P) Caa2 (LGD4, 61%).

The company's speculative grade liquidity rating is lowered to
SGL-3 from SGL-2.

The last rating action was on February 20, 2009 at which time
Moody's lowered the company's corporate family rating to B3.

RBS Global, Inc., headquartered in Milwaukee, Wisconsin, is an
industrial company comprised of two strategic businesses including
power transmission and water management.  Revenues for the last
twelve months through December 27, 2008 totaled approximately
$1.95 billion.


RELIANT CHANNELVIEW: Kelson's Appeal on $15MM Breakup Fee Denied
----------------------------------------------------------------
Bankruptcy Law360 reports that the United States District Court
for the District of Delaware has affirmed decisions by the United
States Bankruptcy Court for the District of Delaware that:

   -- allowed Reliant Energy Channelview LP to sell its
      cogeneration plant to an entity other than Kelson
      Channelview LLC; and

   -- denied Kelson a $15 million break up fee for agreeing to be
      the stalking horse bidder for the plant.

Reliant Energy Channelview and three other affiliates filed for
bankruptcy with the stated intent of pursuing a sale of
substantially all of their assets.  Following a 10-month sale
process, the Debtors inked an agreement in February 2008 to sell
their assets to Kelson Energy IV LLC for $468 million.  In March
2008, the Court directed the Debtors to conduct an auction of
their assets if additional bids were received by the bid deadline.
The Court also rejected the Debtors' request to pay $15 million as
break up fee to Kelson.

The auction was held on April 8, 2008, and GIM Channelview
Cogeneration, LLC, emerged as the winning bidder.  GIM offered
$500 million for the assets.  The GIM Sale proceeds were
sufficient to pay all creditor claims in full and provide a
recovery to interest holders.

                 About Reliant Energy Channelview

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for Chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represented the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in these cases.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamiltion LLP, represented the Committee.
When the Debtors filed for protection from their creditors,
they listed total assets of $362,000,000 and total debts of
$342,000,000.

Reliant Energy Channelview's joint plan of liquidation became
effective in December 2008, and the Debtors emerged from Chapter
11 protection.  The Plan was confirmed November 2008.  The plan
contemplates the liquidation of the Debtors' estate and the
distribution of the sale proceeds and any other remaining assets
to holders of allowed claims and equity interests.  The plan
further contemplates the appointment of a plan administrator who
will serve as the chief executive officer of the Debtors.


RICHARD RODNEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Richard Rodney Breeze and Caryn Diane Breeze
        2 Santa Catrina
        Rancho Santa Margarita, CA 92688

Bankruptcy Case No.: 09-12585

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Debtor's Counsel: Robert B. Rosenstein, Esq.
                  Rosenstein & Hitzeman
                  28600 Mercedes St., Ste. 100
                  Temecula, CA 92590
                  Tel: (951) 296-3888
                  Fax: (951) 296-3889
                  Email: robert@rosenhitz.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/cacb09-12585.pdf

The petition was signed by Richard Rodney Breeze and Caryn Diane
Breeze.


RIDGEWAY COURT: Moody's Comments on Novation Agreement Entry
------------------------------------------------------------
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 Ridgeway Court Funding I, Ltd. (the
"Issuer"), Citigroup Financial Products, Inc. (the
"Counterparty"), Wells Fargo Bank, National Association (the
"Trustee), Credit Suisse Alternative Capital, Inc. (the
"Collateral Manager") and Deutsche Bank AG, London Branch (the
"Transferee") 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 Ridgeway Court Funding I, Ltd.:

-- $1,000,000,000 Class AIM Floating Rate Notes Due 2046, B2,
   Under Review for Possible Downgrade; Previously on
     December 16, 2008, downgraded to B2 and Placed Under Review
     for Possible Downgrade;

-- $600,000,000 Class A1Q Floating Rate Notes Due 2046, B2,
   Under Review for Possible Downgrade; Previously on
   December 16, 2008, downgraded to B2 and Placed Under Review
   for Possible Downgrade;

  -- $160,000,000 Class A2 Floating Rate Notes Due 2046, Ca;
     Previously on December 16, 2008, downgraded to Ca;

  -- $128,000,000 Class A3 Floating Rate Notes Due 2046, Ca;
     Previously on February 5, 2008, downgraded to Ca;

  -- $46,000,000 Class A4 Floating Rate Notes Due 2046, C;
     Previously on May 23, 2008, downgraded to C;

-- $35,000,000 Class B Deferrable Floating Rate Notes Due 2046,
   C; Previously on May 23, 2008, downgraded to C; and

-- $13,000,000 Class C Deferrable Floadng Rate Notes Due 2046,
   C; Previously on May 23, 2008, downgraded to C.

On July 27, 2006, Citigroup Financial Products Inc. and the Issuer
entered into two interest rate swaps, as documented by an ISDA
Master Agreement, Schedule and Credit Support Annex 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 July 27, 2006, Ridgeway Court Funding I, Ltd.
is an ABS CDO currently managed by Credit Suisse Alternative
Capital, Inc.


RIVIERA HOLDINGS: Won't File for Bankruptcy Protection Yet
----------------------------------------------------------
Arnold M. Knightly at Las Vegas Review-Journal reports that
Riviera Holdings Corp.'s chief financial officer Phil Simons said
that the Company isn't planning to file for bankruptcy protection.

Riviera Holdings, according to Review-Journal, said that it is
still in talks with Wachovia Bank about restructuring its debts
outside of bankruptcy court.

As reported by the Troubled Company Reporter on April 2, 2009,
Riviera Holdings didn't pay the approximately $4 million interest
due March 30, 2009.  Riviera Holdings' current debt consists of a
seven-year $225 million term loan which matures on June 8, 2014
and a $20 million five-year revolving credit facility.  On
February 26, 2009, the Company received a notice of default on
its New Credit Facility from Wachovia Bank, National Association,
the administrative agent.

The talks will probably come down to deciding which side "blinks
first," Review-Journal states, citing Nancy Rapoport, a University
of Nevada bankruptcy law professor.  The report quoted her as
saying, "You have a debtor threatening to jump out the window and
the creditor threatening to push.  At one point, someone is going
to jump or push."

Riviera Holdings CEO William Westerman said in a statement that
the Company was in discussions with Wachovia, although "we cannot
assure you that we would be successful in completing a refinancing
or consensual out-of-court restructuring, if necessary.  If we
were unable to do so, we would likely be compelled to seek
protection under Chapter 11 of the U.S. Bankruptcy Code."

Las Vegas-based Riviera Holdings Corporation (NYSE Amex: RIV) owns
and operates the Riviera Hotel and Casino on the Las Vegas Strip
and the Riviera Black Hawk Casino in Black Hawk, Colorado.


ROGELIO R. MARTINEZ: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Rogelio R. Martinez
        2516 S. 59th Ave.
        Cicero, IL 60804

Bankruptcy Case No.: 09-10499

Chapter 11 Petition Date: March 26, 2009

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

Debtor's Counsel: Ernesto D. Borges, Esq.
                  Law Offices of Ernesto Borges
                  105 W. Madison Street, 23rd Floor
                  Chicago, IL 60602
                  Tel: (312) 853-0200
                  Email: notice@bill-busters.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/ilnb09-10499.pdf

The petition was signed by Rogelio R. Martinez.


ROYAL CAR: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Royal Car Rental, Inc.
        Urb. Valencia
        301 Calle Navarra
        San Juan, PR 00923-1922
        Tel: (787) 764-3071

Bankruptcy Case No.: 09-02276

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Fernando E. Longo Quinones, Esq.
                  Berrios & Longo Law Office
                  Capital Center, Suite 900
                  239 Arterial Hostos
                  San Juan, PR 00918-1478
                  Tel: (787) 753-0884
                  Email: flongoquinones@berrioslongo.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/prb09-02276.pdf

The petition was signed by Frank Lopez Carballo, President of the
company.



RUSSELL GECK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Russell Geck and Diana Carla Martel
        644 Dixon Rd.
        Corrales, NM 87048

Bankruptcy Case No.: 09-11242

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       District of New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Gerald R. Velarde, Esq.
                  2531 Wyoming Blvd. NE
                  Albuquerque, NM 87112-1027
                  Tel: (505) 248-1828
                  Fax: (505) 843-8369
                  Email: velardepc@hotmail.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/nmb09-11242.pdf

The petition was signed by Russell Geck and Diana Carla Martel.


SALEM COMMUNICATIONS: Moody's Cuts Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Salem Communications Holding Corporation to B3 from B2, its
probability of default rating to Caa1 from B3, and the rating on
its 7 3/4% Senior Subordinated Notes due 2010 to Caa2 from Caa1.
The downgrades reflect heightened concern regarding the company's
ability to refinance its $75 million term loan B due March 2010
(approximately $71 million outstanding) at par given weak credit
market conditions and expectations for continued pressure on
advertising revenue due to challenging economic conditions.
Furthermore, absent a refinancing of its senior subordinated
notes, the maturity of the $165 million term loan C (approximately
$161 million outstanding) will move forward to June 2010.
Including the bonds, which mature in December 2010, Salem could
face approximately $320 million of 2010 debt maturities.  Given
currently favorable pricing, Moody's anticipate interest expense
could increase should the company succeed in refinancing.

The negative outlook reflects uncertainty regarding the company's
ability to address its looming debt maturities.  It also continues
to incorporate concerns that Salem could face challenge complying
with its financial covenants, as well as the potential for
advertising declines to continue unabated over the intermediate
term.

Salem Communications Holding Corporation

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Senior Subordinated Bonds, Downgraded to Caa2, LGD5, 71% from
     Caa1, LGD5, 70%

  -- Outlook, Negative

The last rating action was on November 13, 2008, when Moody's
downgraded Salem's corporate family rating to B2 from B1.

Salem Communications Holding Corporation, headquartered in
Camarillo, California, is a religious programming radio
broadcaster, which, upon the close of all announced transactions,
will own and operate 93 radio stations, including 59 stations in
23 of the nation's top 25 markets.  Its revenue for the year ended
2008 was $221 million.


SARATOGA RESOURCES: Bankruptcy Cues Default Under Loan Agreements
-----------------------------------------------------------------
Saratoga Resources, Inc., said in a regulatory filing with the
Securities and Exchange Commission that the filing of the Chapter
11 cases resulted in the automatic and immediate acceleration of
amounts owing under a number of debt instruments of the Debtors.
The Debtors believe that any efforts to enforce payment
obligations under the Debt Documents against them are stayed as a
result of the filing of the Chapter 11 cases.  The Debt Documents
and the approximate principal amount of debt currently outstanding
thereunder are:

   1) $97.5 million owing under Credit Agreement, dated July 14,
      2008, between Saratoga Resources, Inc. and Wayzata
      Investment Partners, LLC

   2) $12.5 million owing under Amended and Restated Credit
      Agreement, dated July 14, 2008, between Saratoga Resources,
      Inc. and Macquarie Bank Limited.

On March 31, 2009, Saratoga Resources and four of its subsidiaries
and affiliates -- Harvest Oil & Gas, LLC; The Harvest Group, LLC;
Lobo Operating, Inc.; and Lobo Resources, Inc. -- each filed a
voluntary Chapter 11 petition in the United States Bankruptcy
Court for the Western District of Louisiana.  A creditors'
committee has not yet been appointed in the cases by the United
States Trustee.  The Debtors will continue to operate their
businesses and manage their properties as debtors in possession
under the jurisdiction of the Bankruptcy Court and in accordance
with the applicable provisions of the Bankruptcy Code and orders
of the Bankruptcy Court.

The Debtors said the bankruptcy filings follow the aftermath of
Hurricanes Ike and Gustav in the fall of 2008 and the
unprecedented decline in oil and gas prices which, together,
resulted in lower than projected revenues and profitability and a
notice of default from Saratoga's secured lenders for alleged
noncompliance with certain covenants in Saratoga's credit
agreements.  Management has sought, without success, an amicable
resolution and forbearance in order to cure the alleged covenant
defaults and to access available credit under its revolving credit
facility to continue pursuit of its ongoing drilling, workover and
recompletion program.  Despite management's efforts, management
and the company's board determined that a bankruptcy court
reorganization would offer the best means of addressing the
company's existing debt structure and realizing the long term
anticipated benefits of Saratoga's drilling, work-over and
recompletion program.

The Company has informed the Securities and Exchange Commission
that it would be unable to make a timely filing of its Annual
Report on Form 10-K for 2008.  During the pendency of the Chapter
11 proceeding, the Company intends to file copies of each of the
monthly financial reports it files with the Bankruptcy Court.

During 2008, the Company completed a significant acquisition of
The Harvest Group, LLC and Harvest Oil & Gas, LLC.  As a result of
the acquisition, results of operations will differ materially from
the prior year.  The Company anticipates reporting net income of
roughly $22.6 million for the period from the date of acquisition
of the Harvest companies through December 31, 2008.  Revenues for
oil and gas sales during that period are expected to be reported
at roughly $23.8 million.

On March 9, 2009, Marvin Chronister submitted his resignation as a
director of Saratoga Resources, effective April 1, 2009.

Saratoga Resources, Inc. is an independent exploration and
production company with offices in Austin and Houston, in Texas,
and Covington, Louisiana.  Saratoga engages in the acquisition and
development of oil and gas producing properties that allow the
company to grow through low-risk development and risk-managed
exploration.  Saratoga currently operates properties in Texas and
Louisiana with principal holdings covering approximately 30,000
net acres located in the state waters offshore Louisiana.

Saratoga is being advised by its legal counsel, Adams & Reese LLP;
its investment banker, Pritchard Capital Partners LLC; and its
financial advisor, Ambrose Consulting LLC.


SHERWOOD FUNDING: Moody's Downgrades Rating on $20 Mil. Units
-------------------------------------------------------------
Moody's Investors Service announced that it has downgraded its
rating of $20,000,000 of Units issued by Sherwood Funding CDO,
Ltd. Class 2 Trust.

The transaction is a repackaged security whose rating is based
primarily upon the transaction's structure and the credit quality
of the Trust Assets.

Moody's initially analyzed and continues to monitor this
transaction using primarily the methodology for repackaged
securities as described in Moody's Special Reports Below:

  -- Moody's Refines Its Approach to Rating Structured Notes (July
     1997)

  -- Rating Institutional-To-Retail Repackagings: An Application
     of Moody's Structured Notes Methodology (May 2002)

  -- Rating CDO Repacks: An Application Of The Structured Note
     Methodology (February 2004)

  -- Using the Structured Note Methodology to Rate CDO Combo-Notes
     (February 2004)

The rating action is:

Class Description: $20,000,000 of Units

  -- Current Rating: C
  -- Prior Rating: Baa2
  -- Prior Rating Date: 10/26/04


SILVER STATE: Court Lets AICCO to Collect $4MM Insurance Premium
----------------------------------------------------------------
Bankruptcy Law360 reports that Judge Mike Nakagawa of the U.S.
Bankruptcy Court for the District of Nevada granted the request of
insurance premium financier AICCO Inc. for summary judgment in a
spat with Orix Finance Corp. over claims related to Silver State
Helicopter LLC's bankruptcy.

The report says Judge Nakagawa issued a memorandum decision on
March 27 authorizing AICCO to collect more than $4 million in
unearned insurance premiums from Silver State Helicopters, despite
Orix's objections.

The report says the decision establishes a common-law precedent in
the state that would recognize security interests on unearned
insurance premiums.

Orix is the Debtors' secured creditor.

Silver State Helicopters, LLC, filed a voluntary petition for
Chapter 7 liquidation on February 4, 2008.  James F. Lisowski,
Sr., was appointed as bankruptcy trustee to administer the case.
The petition was a "skeleton" petition inasmuch as it was
accompanied only by a list of 20 largest unsecured creditors and a
mailing matrix, but no schedules of assets and liabilities or a
statement of financial affairs.  Affiliate Silver State Services
Corp. also filed for Chapter 7 bankruptcy.


SIMONA MARIA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Simona Maria Tolan
        34920 N. 23 Lane
        Phoenix, AZ 85086

Bankruptcy Case No.: 09-05650

Chapter 11 Petition Date: March 25, 2009

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

Judge: George B. Nielsen Jr.

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  DeConcini Mcdonald Yetwin & Lacy, PC
                  7310 N. 16TH St., #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0472
                  Fax: (602) 282-0520
                  Email: lhirsch@dmylphx.com

Total Assets: $1,523,200.00

Total Debts: $3,841,580.00

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

          http://bankrupt.com/misc/nmb09-11242.pdf

The petition was signed by Simona Maria Tolan.


SIX FLAGS: S&P Withdraws 'CCC' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on New
York, New York-based Six Flags Inc. and its subsidiaries,
including the 'CCC' corporate credit rating, at the company's
request.

S&P previously assigned its 'CCC' corporate credit rating to Six
Flags Inc. and subsidiary Six Flags Theme Parks Inc. on an
unsolicited basis.  The rating outlook was negative.

At the same time, S&P had assigned Six Flags' senior unsecured
debt an unsolicited issue-level rating of 'CC' (two notches lower
than the 'CCC' corporate credit rating) with a recovery rating of
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery for debtholders in the event of a payment default.

An unsolicited issue-level rating of 'C' was assigned to the
company's preferred stock.

S&P had also assigned the secured credit facilities of Six Flags
Theme Parks Inc. an unsolicited issue-level rating of 'CCC+' (one
notch higher than the corporate credit rating) with a recovery
rating of '2', indicating S&P's expectation of substantial (70% to
90%) recovery for lenders in the event of a payment default.

In addition, S&P had assigned the senior unsecured debt of
subsidiary Six Flags Operations Inc. an unsolicited issue-level
rating of 'CCC-' (one notch lower than the corporate credit
rating) with a recovery rating of '5', indicating S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default.

"The 'CCC' corporate credit rating reflects our concerns that the
company could seek a prepackaged or prearranged Chapter 11
reorganization to reduce its high debt leverage and significant
maturities over the near term," said Standard & Poor's credit
analyst Andy Liu.  An out-of-court restructuring is also a
possibility, based on public comments from management.

Six Flags is required to redeem its preferred income equity
redeemable shares for cash totaling $318.8 million, including
accrued and unpaid dividends of $31.3 million, by Aug. 15, 2009.
If the company is unable to refinance or restructure PIERS on or
before the redemption date, it would constitute an event of
default under the credit facility, permitting lenders to
accelerate the obligations.  Such an acceleration by bank lenders
would cause other debt maturities to accelerate as well.  The
outstanding balance on the credit facility totaled about
$1.1 billion as of Dec. 31, 2008, and nonbank debt totaled
$1.0 billion.  Based on the current state of the economy and the
credit markets, S&P believes it is unlikely that Six Flags will be
able to refinance the PIERS prior to their mandatory redemption
date, as well as the 2010 notes.  The company is exploring various
alternatives.

                           Ratings List

                          Six Flags Inc.

       Corporate Credit Rating      NR     CCC/Negative/--
       Senior Unsecured             NR     CC
         Recovery Rating            NR     6
       Preferred                    NR     C

                    Six Flags Theme Parks Inc.

            Secured                      NR     CCC+
              Recovery Rating            NR     2

                     Six Flags Operations Inc.

            Senior unsecured             NR     CCC-
              Recovery Rating            NR     5

                        NR -- Not rated.


SMURFIT-STONE CONTAINER: Will Shut Down Two Plants
--------------------------------------------------
Dayton Business Journal reports that Smurfit-Stone Container Corp.
will shut down two plants.

Business Journal relates that Smurfit-Stone Container said that it
will close a corrugated container plant in Mansfield as early as
May 15.  According to Business Journal, Smurfit-Stone said that
about 91 workers will be affected.

Smurfit-Stone will also closing its plant in St. Joseph, Missouri,
on Tuesday, Business Journal states.  About 100 workers will be
laid off, the report says.

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SNOQUALMIE ENTERTAINMENT: S&P Puts 'B' Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for the
Seattle, Washington-area based Snoqualmie Entertainment Authority,
including the 'B' issuer credit rating, on CreditWatch with
negative implications.  The Authority is an unincorporated
instrumentality of the Snoqualmie Indian Tribe, which was created
to develop and operate the Snoqualmie Casino, which opened
Nov. 6, 2008.

"The CreditWatch listing reflects much weaker-than-anticipated
operating results in the first two months of the casino's
operations," said Standard & Poor's credit analyst Melissa Long.

An unusual amount of snowfall in the Pacific Northwest and much
greater-than-anticipated operating costs negatively affected the
facility's initial performance.  The current weakened state of the
economy and the resulting pullback in consumer discretionary
spending also had an effect.  S&P expects the current weak
economic climate to continue through at least the next few
quarters.  As a newly opened property, the Snoqualmie Casino needs
to ramp up quickly in order to meet its fixed obligations.

In resolving the CreditWatch listing, S&P will reassess its
expectations relative to performance over the coming year,
including the revenue generating ability of the casino and the
ability of management to contain costs and improve profitability.
In addition, S&P's analysis will focus on the Authority's
liquidity position, as well as its ability to meet its fixed
obligations over the near term and to meet covenants under its
furniture, fixtures, and equipment facility.


SOLUTIA INC: SK Capital Sale Deal Won't Affect S&P's 'B' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Solutia Inc. (B/Watch Neg/--) remain unchanged
following Solutia's announcement that it has entered into a
definitive agreement to sell its nylon business to an affiliate of
SK Capital Partners II L.P., a New York-based private equity firm.
The transaction is expected to close in the second quarter of
2009.

S&P expects to weigh potential benefits accruing from the
resulting stability in Solutia's earnings profile, and a reduction
in working capital requirements against a potential reduction in
liquidity as a result of a lower borrowing base, which currently
factors in nylon assets.  S&P will also evaluate the extent of
reduction in pension and environmental liabilities, which could
potentially benefit the financial profile to some extent.

Solutia's end markets are expected to remain difficult, with lower
volumes throughout much of 2009.  Still, S&P expects the company
to generate positive free cash flow in 2009, because it has
reduced headcount, curtailed benefits, and is expected to reduce
capital expenditures to a more maintenance-like level of roughly
$50 million.  S&P expects Solutia to continue to take other cost
saving measures to ensure earnings stability and covenant
compliance.  Financial covenants step down in the future, and
cushions under the covenants are expected to be in the high single
digit to low double-digit percentage levels.  Key to maintaining
the ratings will be stability in operating performance and
earnings, sufficient liquidity, and the maintenance of adequate
cushions under financial covenants.


SONIC AUTOMOTIVE: May Have to File for Bankruptcy Protection
------------------------------------------------------------
Jefferson George at The Charlotte Observer reports that Sonic
Automotive said that a bankruptcy filing is possible unless it
restructures its debt.

According to The Charlotte Observer, Sonic Automotive is seeking
to cut capital spending from more than $137 million in 2008 to
less than $63 million in 2009.  The Charlotte Observer relates
that Sonic Automotive expects to save $20 million by reducing
quarterly dividend payments.

The Charlotte Observer states that Sonic Automotive disclosed a
$685.6 million loss in the fourth quarter in 2008, compared with a
$23 million profit a year earlier.  Sonic Automotive's loss for
the full year 2008 was $685.9 million, compared to a
$95.5 million profit in 2007, according to the report.  The report
says that Sonic Automotive's revenues dropped almost 28% to less
than $1.3 billion in the fourth quarter 2008 and almost 11% to $6
billion for all of 2008.

Sonic Automotive, Inc., headquartered in Charlotte, North Carolina
is a leading auto retailer with 122 franchises, and generates
annual revenues of around $7 billion.

As reported by the Troubled Company Reporter on April 3, 2009,
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.

According to The TCR on February 17, 2009, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Charlotte, North Carolina-based Sonic Automotive Inc. to 'CCC+'
from 'B+'.  At the same time, S&P lowered its rating on the
company's subordinated debt to 'CCC-' from 'B-'; the recovery
rating is unchanged, at '6', indicating that lenders can expect
negligible (0 to 10%) recovery in the event of a payment default.
All ratings except the recovery rating were placed on CreditWatch
with developing implications.


SPARKS REGIONAL: Letter of Intent Won't Move Moody's 'Caa1' Rating
------------------------------------------------------------------
Moody's Investors Service will not take immediate rating action on
the Caa1 rating assigned to Sparks Regional Medical Center's
Series 2001 bonds ($53.1 million outstanding; fixed rate debt)
following the recent announcement of the signing of a letter of
intent with for-profit Jackson Hospital Affiliates, LLC a subsidy
of Jackson Healthcare (headquartered in Alpharetta, Georgia).  The
non-binding LOI speaks to the potential acquisition of Sparks by
Jackson.  Both parties are conducting due diligence with a goal of
finalizing and signing a definitive agreement by mid-May.

At this time, it is unclear how Sparks' outstanding bonds will be
handled if the acquisition occurs.  However, Jackson Healthcare
has announced that the definitive agreement will address the
hospital's outstanding bonds.  Any rating action will depend on
Moody's assessment of Jackson Hospital Affiliates ability to repay
the outstanding debt in full.  If either of the parties decides
not to proceed with the acquisition, Moody's will assess Sparks'
other options and take rating action if necessary.

Sparks continues to make its regularly scheduled principal and
interest payments and the debt service reserve fund remain fully
funded

Rated Debt (debt outstanding as of December 31, 2008):

  -- Series 2001; fixed rate ($53.1 million outstanding) rated
     Caa1

The last rating action was on January 28, 2009, when the rating of
Sparks Regional Medical Center was downgraded to Caa1 from B2 and
removed from Watchlist.


SPJST: A.M. Best Cuts Financial Strength Rating to B (Fair)
-----------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to B (Fair)
from B+ (Good) and issuer credit rating to "bb" from "bbb-" of
SPJST (Temple, TX).  The outlook for both ratings has been revised
to negative from stable.

The rating actions reflect the significant decline in SPJST's
unassigned funds resulting from realized and unrealized losses in
the society's investment portfolio, a decline in its regulatory
and Best's Capital Adequacy Ratio and statutory net operating
losses over the past two years.  The negative outlook reflects
A.M. Best's ongoing concern regarding management's ability to
improve SPJST's investment performance and asset quality,
operating expenses and ability to return the fraternal to
profitability, especially in the current difficult economic
environment.

A.M. Best continues to remain concerned with the risks in SPJST's
investment portfolio, which has led to a significant decline in
its unassigned funds in 2008.  In addition, the ongoing volatility
in the financial markets in the United States may continue to have
a negative impact on SPJST's risk-adjusted capitalization relative
to its liability profile.  Given the high percentage of annuities
without surrender charges, any large increase in surrenders or
withdrawals could create liquidity concerns and additional
pressure on the society's statutory earnings and investment
performance.

Partially offsetting these factors are SPJST's long established
fraternal presence in Texas, its history of charitable and
fraternal activities and its loyal membership base.


ST. THOMAS INC.: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: St. Thomas, Inc.
        d/b/a St. Thomas Domain
        f/d/b/a St. Thomas Boutique
        11600 Century Oaks Ter., Ste. 128
        Austin, TX 78758

Bankruptcy Case No.: 09-10706

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Joseph D. Martinec, Esq.
                  Martinec, Winn, Vickers & McElroy, P.C.
                  600 Congress Avenue, Suite 500
                  Austin, TX 78701
                  Tel: (512) 476-0750
                  Fax: (512) 476-0753
                  Email: martinec@mwvmlaw.com

Estimated Assets: $500,001 to $1,000,000

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/txwb09-10706.pdf

The petition was signed by Tomas Estebes, President of the
company.


STATION CASINOS: S&P Downgrades Rating on Senior Notes to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on Las Vegas-based Station Casinos Inc.'s 6% senior
notes to 'D' from 'CC'.  S&P also removed the rating from
CreditWatch, where it was initially placed with negative
implications Dec. 16, 2008.  These actions reflect the missed
April 1, 2009 interest payment on the notes.  A payment default
has not occurred relative to the legal provisions of the notes,
because there is a 30-day grace period to make the payment.
However, S&P consider 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
company will make the payment in full during the grace period.

This rating action follows S&P's Feb. 4, 2009 research report in
which S&P lowered its corporate credit rating on Station and S&P's
issue-level rating on its 6.5% senior subordinated notes to 'D'
following the missed Feb. 1, 2009 interest payment on the 6.5%
senior subordinated notes.  At that time, Station also announced a
solicitation for votes from eligible institutional holders of its
senior unsecured and senior subordinated notes for a restructuring
plan under Chapter 11 of the U.S. Bankruptcy Code.  S&P also
subsequently lowered its rating on Station's 7.75% senior notes,
6.875% senior subordinated notes, and 6.625% senior subordinated
notes to 'D', following missed Feb. 15, March 1, and March 15
interest payments on those notes, respectively.

In connection with the missed interest payment on the 6.875%
senior subordinated notes on March 1, 2009, Station also announced
that it has entered into forbearance agreements with holders of
its five notes issues and its bank group.  Under the terms of the
forbearance agreement, noteholders have agreed to forbear from
exercising remedies with respect to certain events of default,
including the company's failure to pay interest due, until the
earlier of April 15, 2009 or the date on which the forbearance
agreement terminates pursuant to the terms of the agreement.
Under the terms of the credit facility forbearance agreement,
lenders have agreed to grant a limited waiver with respect to the
Dec. 31, 2008 covenant violation and have agreed to forbear from
exercising their default-related rights against the company
through April 15, 2009 and against certain subsidiaries of the
company that guaranteed the credit agreement through Oct. 10,
2009.

The 'CCC' issue-level ratings on the company's senior secured bank
facilities remain on CreditWatch, where S&P placed them with
negative implications on Dec. 15, 2008.

                           Ratings List

                       Station Casinos Inc.

          Corporate Credit Rating               D/--/--

                            Downgraded

                       Station Casinos Inc.

                                       To         From
                                       --         ----
6% sr unsecd nts                      D          CC/Watch Neg
   Recovery Rating                     4          4


SYNTAX-BRILLIAN: Court OKs Greenberg Traurig's $1.3MM Fees
----------------------------------------------------------
Bankruptcy Law360 reports that Judge Brendan L. Shannon of the
U.S. Bankruptcy Court for the District of Delaware has approved
several interim fee applications in Syntax-Brillian Corp.'s
Chapter 11 proceedings.  In an omnibus order, according to the
report, the Court approved Greenberg Traurig LLP's request for
almost $1.3 million in fees to cover the work the firm did from
October through December 2008.

As reported by the Troubled Company Reporter on March 24, 2009,
the Court is slated to convene a hearing April 21 to consider
confirmation of the Debtors' Second Amended Chapter 11 Liquidating
Plan, dated March 11, 2009.  The Court approved the accompanying
disclosure statement in March.

The Court has established April 13, at 5:00 p.m. (Eastern Time) as
the deadline by which all ballots accepting or rejecting the Plan
must be received.  Objections, if any, to confirmation of the Plan
is due April 13.

Under the Plan, general unsecured claims will receive pro rata
distributions from a liquidating trust after payment of the
trust's expenses and a "liquidating trust funding reimbursement."
Holders of allowed prepetition credit facility claims will receive
their pro rata distributions from a lender trust, after payment in
full of allowed DIP facility claims.

Acceptances of the Plan are being solicited only from holders of
prepetition credit facility claims and general unsecured claims.
Holders of equity Interests are deemed to reject the Plan because
they won't be receiving any distributions.  A full-text copy of
the Second Amended Disclosure Statement is available at:

     http://bankrupt.com/misc/Syntax-Brillian2ndAmendedDS.pdf

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief July 8,
2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A. Mitchell,
Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at Greenberg
Traurig LLP in New York, represent the Debtors as counsel.
Victoria Counihan, Esq., at Greenburg Traurig LLP in Wilmington,
Delaware, represents the Debtors as Delaware counsel. Five members
compose the Official Committee of Unsecured Creditors.  Pepper
Hamilton, LLP, represents the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' balloting, notice, and
claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On Sept. 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia to complete the purchase.  On Oct. 10, the
Bankruptcy Court denied OIG's emergency request to excuse it from
its obligations.  OIG took an appeal of that order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TARRAGON CORP: Files Complaint Vs. Northland for Contract Breach
----------------------------------------------------------------
Tarragon Corporation and Tarragon Management, Inc. have filed an
adversary complaint against Northland Portfolio L.P., Northland
Fund L.P., Northland Fund II, L.P., Northland Fund III, L.P.,
Northland Investment Corporation, Northland Austin Investors LLC
(NAI), Austin Investors L.P., Drake Investors L.P. and Tatstone
Investors L.P. (collectively, Northland), and Northland Properties
Management, LLC (NPM), for breach of contract of a joint venture
agreement (the Contribution Agreement).

Defendant Northland Investment is a Massachusetts corporation.
The other defendants are all Delaware limited partnerships with
principal place of business at 2150 Washington Street, Newton,
Middlesex County, Massachusetts.

Tarragon and TMI allege that Northland engaged in a series of
actions that caused Tarragon's primary lender, General Electric
Capital Corp. to refuse to consent to the Contribution
Agreement, dooming the transaction.  Those actions included, but
are not limited to:

  a) failing to disclose material facts to GECC;

  b) wrongfully communicating directly to GECC in violation of
     the Contribution Agreement;

c) commencing two separate lawsuits against Tarragon and its
    principals premised on frivolous legal claims and ludicrous a
    assertions regarding its alleged damages.

Tarragon also seeks damages, and equitable relief, based on
Northland's breach of a series of agreements executed in
conjunction with the Contribution Agreement.  Further, Tarragon
seeks to recover damages caused by wrongful conduct of
Defendants directed at Tarragon.

Under the terms of the Contribution Agreement, dated March 31,
2008, Northland, Tarragon and Ansonia LLC agreed over time to
contribute membership or limited partnership interests in various
companies (the Contributed Companies) they respectively owned to a
separate company, Northland Properties LLC (Newco), a joint
venture to be co-owned by the three parties.

The Contributed Companies own substantial multi-unit residential
real estate developments throughout the Northeast, Mid-Atlantic,
Southeast and Southwestern United States.  As of March 31, 2008,
the total value of the real estate owned by the Contributed
Companies exceeded $2 billion.

Under the terms of the Contribution Agreement, Tarragon was to
contribute membership interests of thirty (30) separate companies
that, in turn, owned real estate valued in excess of $500 million.

In conjunction with the Contribution Agreement, Northland and
Tarragon formed NPM to manage the properties.

Northland Investment and Tarragon, as the sole members of NPM,
entered into an operating agreement to govern the management and
operations of NPM.

In conjunction with the Contribution Agreement and NPM Operating
Agreement, on March 31, 2008, Tarragon entered into an agreement
with NPM whereby NPM would provide management services to the
Tarragon properties (the Interim Management Agreement), in
anticipation of the closing of the Contribution Agreement.

NPM commenced providing property management services to the
Tarragon Properties on or about May 3, 2008.

On August 26, 2008, GECC issued a letter to Tarragon denying
consent to the Contribution Agreement and NPM's continued
management of the Tarragon Properties.

In breach of the Interim Management Agreement, NPM refused to
acknowledge the termination of the Interim Management Agreement.

Tarragon, despite Northland and NPM's conduct, reacquired control
of the property management responsibility for the Tarragon
Properties on September 26, 2008.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
Sept. 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TARRAGON CORP: Wants Plan Filing Period Extended to August 10
-------------------------------------------------------------
On April 23, 2009, at 10:00 a.m., Tarragon Corporation, et al.,
shall move the U.S. Bankruptcy Court for the District of New
Jersey to extend their exclusive periods to file a plan of
reorganization and solicity acceptances to August 10, 2009, and
October 9, 2009, respectively.

The Debtors relate that given that these cases are only three
months old, they have not finalized any definitive course of
action of action for emerging from Chapter 11.  The Debtors say
that they need additional time to closely examine all
restructuring alternatives and, simultaneously, commence a
dialogue with their creditor constituents.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
Sept. 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


TEKNI-PLEX INC: Moody's Withdraws 'Caa3' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service withdrew the ratings for Tekni -Plex,
Inc. due to a lack of sufficient information to assess the
creditworthiness of the company.  Tekni-Plex has ceased publishing
financial data due to the discovery of irregularities in its
accounting for accounts receivable and inventory in one of its
divisions and the related ongoing investigation.  The company is a
voluntary filer and has obtained waivers from its lenders allowing
it until December 31, 2009 to file the required statements.
Although the company has successfully restructured and reduced its
debt and secured financing to continue operating, the lack of
published financial data leaves insufficient information to assess
effectively the creditworthiness of the issuer.  The company has
also declined to provide any information to Moody's to facilitate
the continuation of ratings coverage.

These ratings were withdrawn:

  -- $150 million 10.87% sr. secured notes due 2012, Caa1 (LGD2,
     16%)

  -- $275 million 12-3/4% sr. subordinated notes due 2010, C
      (LGD5, 85%)

  -- $40 million 12-3/4% sr. subordinated notes due 2010, C (LGD5,
     85%)

  -- $275 million 8.75% sr. secured second lien notes due 2013,
     Caa3 (LGD3, 46%)

  -- Caa3 Corporate Family Rating

  -- Caa3/LD Probability of Default Rating

Tekni-Plex is a global manufacturer of packaging, packaging
products and materials as well as tubing products.  Operating in
two main segments, packaging and tubing products, the company
primarily serves the food, healthcare, and consumer goods markets.
The packaging segment produces egg cartons, foam food trays,
blister films, closure liners, aerosol packaging, and foam plates.
The tubing segment produces garden & irrigation hoses, pool &
vacuum hoses, and medical tubing.  Products that do not fall
within these two categories are classified as other, including
recycled polyethylene terephthalate, medical grade PVC, and other
specialty resins.


TITLE INSURANCE: A.M. Best Junks Financial Strength Rating
----------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to C (Weak)
from A- (Excellent) and issuer credit rating to "ccc" from "a-" of
Attorneys' Title Insurance Fund Inc (Fund) (Orlando, FL).  The
outlook has been revised to negative from stable.

The ratings reflect the Fund's statutory results at year-end 2008,
which showed a sharp reduction in surplus compared to third
quarter 2008.  The loss of surplus of nearly 75% from third
quarter 2008 levels and approximately 82% from year-end 2007
levels was primarily driven by increased claims and agency
defalcations along with significant realized and unrealized
investment losses.  The company posted an $89 million net
underwriting loss (including escrow fees) for year-end 2008, of
which $55 million was posted in fourth quarter 2008 alone.

Furthermore, the Fund has suffered significant realized and
unrealized capital losses in fourth quarter 2008 largely due to
the downturn in equity markets.  Consequently, the company's
previously favorable capitalization has been significantly
weakened.  While the Fund's market profile had been strong as one
of the largest title insurance underwriters in Florida, this
factor is offset by the company's geographic concentration in
Florida, which has been negatively impacted by the ongoing real
estate slowdown.  The Fund's premium volume continues to decline
with premiums written at year-end 2008 of approximately 40% below
that of year-end 2007.

While prior to fourth quarter 2008, this had resulted in modest
underwriting leverage relative to the title insurance industry,
the sharp reduction in surplus levels at year-end 2008 has caused
the premium leverage ratio to increase significantly.

The revised outlook is based on the potential of further weakening
in the Fund's capital position as a result of underwriting and
investment losses.  However, the company has recently expanded its
reinsurance relationship with Old Republic Title Insurance Group
(ORTIG), whereby ORTIG will assume liability for all Fund policies
issued on a going forward basis.


TYSON FOODS: Moody's Affirms Corporate Family Rating at 'Ba3'
-------------------------------------------------------------
Moody's Investors Service upgraded the speculative grade liquidity
rating of Tyson Foods, Inc. to SGL-3 from SGL-4 following the
execution of a new $1 billion asset based revolving credit
agreement and the issuance of $810 million in senior unsecured
notes.  Moody's affirmed the company's long term ratings,
including its corporate family rating of Ba3 and its probability
of default rating of Ba3.  The rating outlook remains negative.

Ratings upgraded:

Tyson Foods, Inc.

  -- Speculative grade liquidity rating to SGL-3 from SGL-4

Ratings affirmed:

Tyson Foods, Inc.

  -- Corporate family rating at Ba3
  -- Probability of default rating at Ba3

Ratings affirmed, certain LGD ratings and percentages adjusted:

Tyson Foods, Inc.

  -- $810 million (upsized from $500 million) senior unsecured
     guaranteed notes due 2014 at Ba3; LGD to LGD3,49% from LGD4,
     51%

  -- Senior secured industrial revenue bonds, guaranteed by Tyson
     Foods, Inc., at Ba1 (LGD2); LGD % to 20% from 19%

  -- $960 million senior unsecured notes due 2016, guaranteed by
     Tyson Fresh Meats, Inc., at Ba3; LGD to LGD3,49% from
     LGD4,51%

  -- Senior unsecured unguaranteed debt at B2 (LGD5); LGD% to 86%
     from 87%

  -- Senior unsecured unguaranteed shelf at (P)B2 (LGD5); LGD% to
     86% from 87%

Tyson Fresh Meats, Inc.

  -- Senior secured 2nd lien debt, guaranteed by Tyson Foods,
     Inc., at Ba2; LGD to LGD2,27% from LGD2,28%

  -- Rating withdrawn (facility canceled and replaced by unrated
     ABL)

Tyson Foods, Inc.

  -- $1 billion senior secured 1st lien bank revolving credit
     agreement, guaranteed by material operating subsidiaries, at
     Ba1

The upgrade in the speculative grade liquidity rating to SGL-3 is
based on the fact that Tyson is no longer subject to maintenance
financial covenants or rating triggers now that its previous
$1 billion revolving credit and $600 million receivables
securitization facilities have been replaced by a $1 billion "ABL"
and by proceeds from the recent $810 million bond issue.  The ABL
contains a single financial test that will not be in effect unless
usage exceeds $850 million, a high threshold that is unlikely to
be crossed.

Tyson's SGL-3 rating incorporates Moody's expectation that the $1
billion unrated ABL will be utilized over the next twelve months
for letters of credit, with unused proceeds from the $810 million
bond issue providing a significant source of excess cash.
Alternative liquidity is limited because material domestic assets
are pledged.  Tyson's could sell some businesses to raise cash and
improve liquidity if necessary; however, enterprise value would
suffer.

Moody's most recent rating action for Tyson on February 19, 2009
assigned a Ba3 rating to the new high yield bond, upgraded the
ratings of the company's industrial revenue bonds and its previous
revolving credit, affirmed the company's other ratings, and
maintained a negative outlook.

Tyson Foods, Inc. is the world's largest meat protein processor in
terms of revenues, with operations in beef, chicken and pork
processing, as well as branded packaged foods.  Sales for the
twelve months ended December 27, 2008, exceeded $26.9 billion.


UNITED SUBCONTRACTORS: Chapter 11 Filing Cues Moody's 'D' Rating
----------------------------------------------------------------
Moody's Investors Service has lowered the probability of default
rating of United Subcontractors Inc. to D from Caa1 following its
filing for protection under Chapter 11 of the US Bankruptcy Code.
Moody's expects that an agreement reached with first and second
lien lenders will eliminate the majority of the existing debt and
that lenders will take ownership of the business. Subsequent to
this rating action, Moody's will withdraw all of United
Subcontractor's ratings.

These ratings were downgraded:

  -- Corporate family rating to Ca from Caa2;

  -- Probability of default rating to D from Caa1;

  -- Rating on the first lien revolver to Ca (LGD4, 60%) from Caa2
     (LGD4, 59%);

  -- Rating on the first lien term loan to Ca (LGD4, 60%) from
     Caa2 (LGD4, 59%); and

  -- Rating on the second lien term loan to C (LGD6, 96%) from
     Caa3 (LGD6, 96%).

The previous rating action was the June 13, 2008, downgrade of the
corporate family rating to Caa2 from Caa1.

United Subcontractors Inc., headquartered in Minneapolis,
Minnesota, is a subcontractor of insulation and framing services.
The company primarily provides home insulation services for new
construction and additions as well as framing services to
homebuilders.


VERMONT EDUCATIONAL: S&P Cuts Ratings on Various Bonds to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating on Vermont Educational & Health Buildings
Financing Agency's series 2006, 2002, and 1999 bonds, issued for
Vermont Council of Developmental & Mental Health Services
Acquisition, two notches to 'BB' from 'BBB-' based on state
revenue cuts of 4% in fiscal 2009 and an uncertainty over
additional cuts in fiscal 2010, beginning in July 2009.  The
outlook is negative.

The rating is predicated on the credit profile of the weakest
provider in each of the three series, Health Care & Rehabilitation
Services Inc. Health Care & Rehabilitation carried minimal cash
reserves (two days' cash on hand), high leverage, and only a
break-even margin in fiscal 2008; management, however, expects
fiscal 2009 to be a more-favorable year, including a modest
profit.

Standard & Poor's also bases its 'BB' rating on Vermont's overall
commitment to provide participant providers immediate support when
they begin to experience weakening operations combined with each
participant's individual financial strength.

"If these participants are able to close fiscal 2009 as expected
and maintain their financial profiles through fiscal 2010, S&P
might return the outlook to stable," said Standard & Poor's credit
analyst Jennifer Soule.  "If one, or all, of the providers realize
a significant decline in their financial profile, a lower rating
might be warranted."

Each provider has pledged its gross revenues as security for its
portion of the bonds.  Each participant has its own loan
agreement; and the participants do not have any obligation for
loans made to any other provider, which is why the weakest
participant determines the rating.

The agency issued bonds in 2008 on behalf of a different group of
providers.  The gross revenue pledge granted by a participant is
on parity in each pool for that respective participant.  The
rating is primarily based on the state's commitment to the
participant, taking into consideration the individual
participant's financial strength.  Any change in the state's
program necessitates a rating review.

In general, all of the providers are financially adequate for the
rating; they posted excess margins for fiscal 2008 that averaged
0.80% (negative 2.75% to 2.89%).  This level of performance is on
par with previous years: All but one participant reflected
positive margins for fiscal 2008.

Liquidity tends to be slim with days' operating expenses averaging
46 days' cash on hand (two days to 58 days).  Historically,
however, maximum annual debt service coverage tends to be
stronger, currently averaging 2.3x and ranging between a low 0.05x
and a solid 5.80x.  The debt-to-capitalization ratio is high,
ranging between 33% and 84%.

The rating action affects roughly $23.3 million of debt
outstanding.


VERSO TECHNOLOGIES: Files First Amended Joint Plan of Liquidation
-----------------------------------------------------------------
Verso Technolodgies, Inc., et al., and the Official Committee of
Unsecured Creditors have filed a disclosure statement explaining
their First Amended Joint Plan of Liquidation, filed on March 13,
2009.

As previously reported, the Debtors have sold substantially all of
their assets pursuant to a court-approved sales process.

Under the revised Plan, on the Plan's Effective Date, the holders
of unsecured claims will receive a pro-rata distribution of any
liquidation proceeds that remain in the estate after the payment
and satisfaction of administrative claims (Class 1), tax claims
(Class 2), priority claims (Class 3) and secured claims (Class 6).
The plan proponents anticipates to make an initial distribution of
no less than 5% to holders of unsecured claims on the Plan's
Effective Date.

As of March 3, 2009, after payment of all administrative expenses
billed to date, the Debtors had approximately $2.8 million in
cash.  The estimated value of other remaining assets (exclusive of
Causes of Action and related insurance policies and proceeds but
including a refund of the professional fees advanced to the
Canadian bankruptcy) is estimated to be approximately $200,000.

The Debtors' secured indebtedness to Laurus Master Fund Ltd.,
Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC
(collectively "Laurus") has been completely satisfied during the
bankruptcy case from proceeds of the sale of assets of the
Debtors' operating units.  The secured indebtedness to Clarent
Corporation has likewise been satisfied in return for a $180,000
payment that was made in December, 2008.

A full-text copy of the disclosure statement explaining the Plan
Proponents' First Amended Joint Plan of Liquidation, dated as of
March 13, 2009, is available at:

        http://bankrupt.com/misc/Verso.1stAmendedDS.pdf

The various claims against and interests in the Debtors and the
projected recovery for each:

                                      Liability      Distribution
Class   Claim Type                    Estimate       Estimate
-----   ----------                    ---------      ------------
  1     Administrative                $25,000        100%

  2     Tax Claims                    $45,000        100%

  3     Priority Claims               $65,000        100%

  4     General Unsecured Claims      $17,000,000    10% - 25%

  5     Convenience Class Unsecured
        Claims                        $550,000       12%

  6     Secured Claims                $0             N.A.

  7     Allowed Interests             N.A.           $0

Classes 1, 2, 3, and 6 are unimpaired under the Plan.  Classes 4
and 5 are impaired under the Plan and are entitled to vote to
accept or reject the Plan.  Holders of Interests under Class 7
will not receive or retain any property under the Plan and are
thus deemed to have rejected the Plan.  Their votes will not be
solicited.

                       "Cramdown" Provisions

Because Class 7 is deemed to have rejected the Plan, the Plan
Proponents will seek confirmation of the Plan pursuant to the
"cramdown" provisions of Sec. 1129(b) of the Bankruptcy Code.
Under Sec. 1129(b), even without the requisite number of
acceptances of each impaired Class, the Court may still confirm
the Plan provided that at least one impaired Class has accepted
the Plan without regard to the acceptances of insiders, and the
Plan does not discriminate unfairly against, and is otherwise fair
and equitable, to such impaired Class.

As reported by the TCR on March 12, Verso filed a proposed
Chapter 11 plan of liquidation.

A full-text copy of the Plan Proponents' Explanatory Disclosure
Statement, dated as February 20, 2009, is available at:

http://bankrupt.com/misc/VersoTech.JointDisclosureStatement.pdf

                     About Verso Technologies

Headquartered in Atlanta, Georgia, Verso Technologies Inc.
(OTC:VRSOQ) -- http://www.verso.com/--  provides
telecommunications service in the United States.  The company and
its affiliates manufacture, deliver, and provide support for
hardware, software and service solutions primarily to large
wireline, cellular, wireless and satellite carriers.

The company and four of its affiliates filed for Chapter 11
protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No.
08-67659).  J. Robert Williamson, Esq., at Scroggins and
Williamson; James R. Sacca, Esq., and John D. Elrod, Esq., at
Greenberg Traurig, LLP; and Windy a. Hillman, Esq., at Wargo &
French LLP, represent the Debtors as counsel.  The Debtors
selected Logan and Company Inc. as their claims agent.

Darryl S. Laddin, Esq., Michael F. Holbein, Esq., and Stephen M.
Dorvee, Esq., at Arnall Golden Gregory LLP represent the Official
Committee of Unsecured Creditors as counsel.  When the Debtors
filed for protection from their creditors, they listed total
assets of $34,263,000 and total debts of $36,657,000.


WELLCARE HEALTH: Moody's Confirms Senior Debt Rating at 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has confirmed the senior debt rating of
WellCare Health Plans, Inc. at Ba2.  The outlook has been changed
to negative.  This rating action concludes the review for possible
downgrade announced on January 28, 2008.

Moody's had placed WellCare's ratings under review for possible
downgrade as a result of an investigation by Federal and State of
Florida agencies, which led to the issuance of a search warrant at
the company's Tampa headquarters and the subsequent resignation of
the senior management team.  At that time, the rating agency
stated that its ongoing review would focus on the potential impact
of the investigation to WellCare's operations including the
financial impact from possible fines and litigation, the
disruption incurred in responding to the investigation, the impact
to the company's Medicaid and Medicare contracts and membership,
and the transition to the new management team.

Moody's commented that while there is still the potential for
significant fines and/or penalties as a result of the government
investigation, WellCare's recently released SEC filings indicate
that the company has accumulated sufficient cash at the parent
company to fully repay its debt obligation when due on May 13,
2009.  In addition, the rating agency noted that the company has
not lost a government contract as a result of the investigation
and, in fact, has increased membership during this period.  Steve
Zaharuk, VP & Senior Credit Officer added that, "while WellCare's
2008 financial results were impacted by higher medical costs in
certain of its products, the company has taken steps to exit some
markets or increase premiums to address these issues."

The rating agency stated that the negative outlook on the ratings
reflects concerns with 1) uncertainty regarding the level of
Medicare and Medicaid reimbursement rates 2) recent sanctions
imposed by The Centers of Medicare and Medicaid Services on
Medicare Advantage enrollment and 3) uncertainty with respect to
the amount of fines and penalties that WellCare may be required to
pay in regards to the government's investigation.

Moody's stated that as a result of the negative outlook, it is
unlikely that the ratings would be upgraded in the near future
however, the outlook could be returned to stable if, the current
federal and state investigations are resolved with no further
material impact to the company's financials and operations,
consolidated NAIC risk-based capital ratio remains above 150% of
company action level, EBITDA margins increase to at least 5%, and
CMS marketing sanctions are removed.  However, the ratings may be
downgraded if WellCare incurs a loss or impairment of one of its
major government contracts, if EBITDA is negative for any twelve
month period, if additional fines and penalties exceed $200
million, or if consolidated RBC falls below 100% CAL.

These ratings were confirmed with a negative outlook:

* WellCare Health Plans, Inc. -- senior secured debt rating at
  Ba2;

* WellCare of Florida, Inc. -- insurance financial strength rating
  at Baa3.

WellCare Health Plans, Inc. is headquartered in Tampa, Florida.
For full year 2008, the company reported approximately
$6.5 billion in total revenue.  As of December 31, 2008
shareholders' equity was $806 million and total medical membership
(excluding Medicare Part D) was approximately 1.5 million members.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


WILLOWBROOK-HINSDALE: Section 3241(a) Meeting Slated to April 30
----------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in Willowbrook-Hinsdale Inn L.L.C.'s Chapter 11 case on April 30,
2009, at 1:30 p.m., at 219 South Dearborn, Room 802, Chicago,
Illinois.

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

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

Headquartered in Willowbrook, Illinois, Willowbrook-Hinsdale Inn
L.L.C. dba Willowbrook Holiday Inn operates a hotel.  The Debtor
filed for Chapter 11 protection on March 26, 2009, (Bankr. N.D.
Ill. Case No. 09-10482) Daniel A. Zazove, Esq. at Perkins Coie LLP
represents the Debtor in its restructuring efforts.  The Debtor
listed estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.


ZOHAR WATERWORKS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Zohar Waterworks, LLC
        222 E. Campus View Blvd.
        Columbus, OH 43235

Bankruptcy Case No.: 09-11179

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
B2 International Corporation Shannon               09-11180

Type of Business: The Debtors make drinking fountains.

                  See http://www.zoharwaterworks.com/

Chapter 11 Petition Date: April 2, 2009

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Ann C. Cordo, Esq.
                  acordo@mnat.com
                  Derek C. Abbott, Esq.
                  dabbott@mnat.com
                  Morris Nichols Arsht & Tunnell LLP
                  1201 N. Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899-1347
                  Tel: (302) 351-9459
                  Fax: (302) 225-2559

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Hicon International Industry                     $329,581
No. 68 Kaifa Road Zhouxiang
Town, Cixi
Ningbo, 315324
China
Tel: 86-574-63302029
Fax - 86-574-63300960

Mid Ohio Packaging Co.                           $218,150
23641 Network Place
Chicago, IL 60673-1236
Tel: (614) 419-5473
Fax: (740) 387-4725

Morril Motors Inc.                               $73,301
229 S Main Ave
Erwin, TN 37650-1141
Tel: (423) 735-2028
Fax: (423) 743-5661

Huayi Compressor                                 $62,400

Equipos & Soldaduras Rafe SA C.                  $59,286

Beverage Dispensing Solution                     $53,217

Jorge Padilla                                    $51,381

Forgecast                                        $48,688

Paramount Group LLC                              $48,673

Gama Eitquetas SA de CV                          $47,047

Grupo Metro Alumino SA de CV                     $46,866

Omnipure Filter Co. Inc.                         $43,432

John Guest USA Inc                               $31,580

Perlick Corporation                              $31,091

Fugang Hardware Electric Mfg. Co.                $29,509

UPS/UPS SCS Atlanta                              $29,150

Procon Products                                  $28,122

US Brass & Copper                                $27,989

Watts Water Quality and                          $23,429
Conditioning

MA Equipment Leasing LLC                         unliquidated

MA 265 N. Hamilton Road                          unliquidated
The petition was signed by Raul Telada, chief financial officer
and chief operating officer.


* 2 Law Firms Form Alliance to Meet Bankruptcy Service Demand
-------------------------------------------------------------
Adorno & Yoss LLP, and Deily, Mooney & Glastetter, LLP, have
formed a strategic alliance -- in the form of an Of Counsel
Affiliation Agreement -- to address the increased demand for
bankruptcy, workout and litigation services nationally.

"This alliance will greatly expand both firm's bankruptcy,
litigation and secured creditor practice groups," George T. Yoss,
managing partner at Adorno & Yoss said.  "The added geographic
reach, depth of knowledge and senior experience afforded by this
effort enables us to respond immediately and efficiently to
clients' needs -- regardless of the jurisdiction," he said.

Mr. Yoss stressed that the current, global economic crisis has
created an urgent need in the marketplace.  "The significant
economic downturn and the lack of credit in the financial markets
are driving a substantial increase in demand for focused legal
services, including commercial workouts and bankruptcies as well
as creditors' rights and secured creditor representation."

"Commercial lenders, motor vehicle finance companies and similar
asset-based lenders are facing complex legal issues and financial
pressures unlike any other time in history; this agreement aligns
two firms that are well-recognized for meeting these challenges,"
said Charles M. Tatelbaum, partner and national chair of the
Bankruptcy Litigation and Secured Transaction Practice with Adorno
& Yoss.  The firm's clients include GMAC, Shell Oil and Honeywell
among other national/international companies.

"This affiliation enables both firm's existing and future clients
to benefit from an expanded network of experienced attorneys in
major metropolitan centers throughout the U.S.," said Jonathan D.
Deily, partner and a founding member of Deily, Mooney &
Glastetter.

"This is structured as a long-term agreement to capitalize on the
collective experience of both firm's attorneys; it integrates our
proven business models and infrastructure efficiencies to ensure
that our clients -- regardless of location -- receive the scope of
services and quality they are accustomed to and deserve," Mr.
Deily added.  The firm's clients include Chrysler Financial,
Hyundai Motor Financial, and Navistar Financial among other
national/international companies.

"This Of-Counsel Affiliation Agreement enables us also to support
and expand our shared commitment to a diverse workplace, and it
reflects our long-standing employment philosophies of equal
opportunity in all hiring practices," Mr. Deily said. "At our firm
currently, thirty percent of the attorneys are women, and the
majority of our management staff is comprised of women and
minorities.  We are proud to associate with the nation's largest
certified minority-owned law firm."

Florida-based Adorno & Yoss -- http://www.adorno.com/-- is a
minority-owned law firm, with more than 300 professionals in all
major metropolitan centers.  The firm is ranked 164 on the list of
top 250 national law firms by the National Law Journal.  Adorno &
Yoss provides a full range of legal services to corporations
ranging from Fortune 500 and publicly traded companies to major
insurance organizations as well as governments and individuals.
In 2005 and 2007, the Firm received the prestigious Thomas L.
Sager Award for the South/Southwest Region.  The award is
presented annually by the Minority Corporate Counsel Association
to the firm that has demonstrated an unwavering commitment to
improve the hiring, retention and promotion of minority attorneys.

Founded in 1989, Deily, Mooney & Glastetter --
http://www.deilylawfirm.com/-- is a regional law firm based in
Albany with additional offices in Massachusetts and New Jersey.
The firm's practice groups include creditors' rights, bankruptcy,
commercial lending, transactions and workouts, commercial
litigation and dispute resolution, business counseling, land use,
and zoning.  The firm's bankruptcy Department represents creditors
in eight states in the Northeast and Middle Atlantic regions, and
it provides services to clients throughout the East Coast.  Deily,
Mooney & Glastetter has been consistently recognized for its
service to the community.  The firm's awards include the Legal Aid
Society of Northeastern New York Private Attorney Award for
Extraordinary Efforts in Support of Equal Justice for All, and the
Capital District Women's Bar Association's Barry A. Gold Law Firm
Leadership Award.


* A.M. Best Issues Special Report on Title Insurers
---------------------------------------------------
According to an A.M. Best Co. special report, casualties of the
real estate boom and bust of the past five years, four title
insurers helped drive up the number of property/casualty financial
impairments to seven in 2008 from five the previous year.  A.M.
Best Co. has had a negative outlook on the title insurance
industry since 2008.

A.M. Best rated none of the 2008 financially impaired companies.
The four title insurers are primary examples of the top two causes
of impairment -- deficient loss reserves/inadequate pricing and
rapid growth -- for more than 50% of the financial impairments
over the 40 years covered by this study.

A.M. Best says title insurer failures are more bad news for
homeowners trying to sell or refinance property in the current
down market, as such transactions can trigger a title search and a
potential claim.  Recourse for policyholders can be difficult and,
at best, slow, as very few states cover title insurance under
their guaranty funds.

   -- Two of the financially impaired title companies,
      Commonwealth Land Title Insurance Co. and Lawyers Title Co.,
      were subsidiaries of LandAmerica Financial Group, which
      went into Chapter 11 bankruptcy in November 2008.  They
      were declared in hazardous financial condition by state
      insurance regulators and were purchased by Fidelity
      National Financial Inc. in December 2008.

   -- The 109-year-old Guarantee Title and Trust Co. and
      Guarantee Title Insurance Co. (GTIC), subsidiaries of
      Reliant Holding Co., were placed in liquidation because of
      negative policyholders' surplus, and all policies were
      canceled.  GTIC alone wrote 73,824 policies in 16 states
      from 2004 to 2008.

   -- Three other P/C companies became financially impaired:
      Austin Indemnity Lloyds Insurance Co., a troubled Texas
      homeowners and automobile insurer brought down by losses
      from Hurricane Ike; Legal Mutual Insurance Society of
      Maryland, a lawyers liability company temporarily impaired
      by losses in its investment portfolio; and Transurance RRG,
      Arizona, a risk retention group liquidated because its
      parent, a long haul trucking operator, could not pay its
      premiums.


* A.M. Best Says Chief Risk Officers Make Their Mark
----------------------------------------------------
Chief risk officers are the new faces in C-level meetings and they
are changing the way insurers view their businesses.  Best's
Review's cover story, "Room With a View" reports that in addition
to the title, CROs must have authority and upstream support within
the organization to be effective.  Best's Review is published by
the A.M. Best Co.

Carl Groth, a director of regulatory and capital markets
consulting at Deloitte & Touche LLP, sees a direct link between
the role that risk plays in a company's business plan and its need
for a CRO.  "It's the tone at the top that's important to drive
risk management and instill a risk-management culture at the
company," Mr. Groth said.

CNA Financial Corp.'s CRO John Beckman said his mission is to
foster a decision making mindset that fuels return on equity.  Mr.
Beckman practices both the policy-making-enforcer type of CRO as
well as the role of the teacher.  "One of the things that I talked
to [CNA] about in the beginning was that I wanted to come in and
be a part of a strategic risk-management function, not just a
reporting function," Mr. Beckman said.

The CRO position is increasingly in high demand. The average CRO's
salary in 2008 was about $170,700, according to Risk and Insurance
Management Society.

April's other highlights:

   -- The insurance industry is having its ups and downs lately,
      however, read why life reinsurers' services may be in
      greater demand in "Coming Back to Life."

   -- Discover how paper prescriptions may be a thing of the past
      and how e-prescriptions are a boon for health insurers in
      "What the Doctor E-Ordered."

   -- The U.S. Bureau of Labor statistics reported the insurance
      industry cut 6,200 positions in February.  Read "Talent
      Scouts" and find out what part of the industry is still
      hiring.  If you need a job or are looking to fill one
      please go to the list of "Insurance Recruiters" for help.

Best's Review is published by the A.M. Best Co., for insurance
professionals, including home office executives, agents, brokers
and others who are affiliated with the industry, such as bankers,
lawyers and educators.


* A.M. Best Says Widening Interest Margins Suggest Hope for Banks
-----------------------------------------------------------------
A.M. Best Co. notes that good news is scarce for the banking
industry, as banks face deteriorating assets and capital levels,
along with uncertainties in the interbank funding market.
Prospects for an imminent economic recovery in the United States
look weak.  Still, there is hope for those that can weather the
next year or two.  A.M. Best Co. sees, in current financial market
and banking data, signs of opportunity for banks.  The U.S. Flow
of Funds Accounts, statistics from the FDIC and other data show
how several factors may drive net interest margins higher:

   -- Government data show that money is moving from alternative
      non-banking products-such as corporate equities, mutual
      funds and corporate and foreign bonds-into more traditional
      banking deposits.

   -- From the start of 2007, the three-month treasury yield
      dropped from about 5% to the most recent level of 0.3% as
      investors sought the safety of Treasuries amid a developing
      recession.

   -- Banks also are benefiting from an increasing consumer
      savings rate, and their net interest margins should improve
      in line with this trend.

   -- National rates on savings accounts and six-month CDs have
      dropped, but the spreads on six-month CDs compared with
      Treasuries have widened even more, suggesting room for
      banks to lower deposit rates further if necessary.

   -- The credit markets show signs of increased activity but
      remain tight, along with observed easing in price
      competition for depositors.

   -- Banks' liability structures currently are ideally suited
      for the trends.


* Akerman Expands Bankruptcy Practice with Key Additions
--------------------------------------------------------
Akerman Senterfitt last week announced the continued expansion of
its Litigation and Bankruptcy practices, as Dee Dee Fischer,
Andrew Gold, Jason Oletsky and Brett Marks have joined the firm as
shareholders in the Fort Lauderdale office.  Ms. Fischer, Mr. Gold
and Mr. Oletsky bring extensive trial experience in complex
commercial litigation for private equity firms on a national
level.  Mr. Marks is a seasoned attorney with deep involvement in
bankruptcy, creditors' rights and workouts.  All four were most
recently partners at Kluger Peretz Kaplan & Berlin.  And in the
last few months, Akerman has added more than 30 new attorneys in
Corporate, Litigation, Bankruptcy, Healthcare, Governmental
Affairs and Public Policy as well as other practice areas.

"During these tenuous economic times, it is critical to continue
seizing opportunities for enhancement of practice capabilities
which will further client service: firms that are caught up in
economic challenges stagnate," said David Ristaino, Managing
Shareholder of Akerman's Fort Lauderdale office.  "Andy, Jason,
Dee Dee and Brett all add to our strengths in key growth areas of
litigation and bankruptcy.  Their experience in D&O liability and
shareholder disputes is invaluable.  Their proven track record in
this complex area of the law can be of immediate benefit to
private equity firms, as well as their portfolio companies."

Mr. Oletsky is the only litigator listed by Best Lawyers in its
list of Florida "Private Funds/Private Equity Law" and is also
recognized as a "leading lawyer" by Chambers USA.  In addition to
his work in private funds law, Mr. Oletsky also works with sports
personalities in solving complex business disputes.

Working closely with Mr. Oletsky on private equity issues, Mr.
Gold brings very similar experience to the firm in the area of
private equity litigation, counting some of the largest private
equity groups in Florida among his clients.  He also has important
experience in construction litigation, as well as insurance and
real estate-related disputes focusing mostly on large construction
defect and delay issues.  Mr. Gold has written and lectured
frequently on construction matters and is expert in mold-related
issues.

Ms. Fischer's experience focuses on complex commercial litigation
and appeals, particularly in the areas of private equity
litigation, shareholder disputes, construction litigation, and
insurance litigation.  Prior to becoming an attorney, Ms. Fischer
served in the U.S. Army as an intelligence analyst and Arabic
linguist.  She received her Bachelors of Science of Foreign
Service degree in international economics from Georgetown
University.

Mr. Marks joins a rapidly expanding Bankruptcy practice at
Akerman, along with recent hires Susan Balaschak and Keith Costa
in New York.  He works mostly with creditors, creditors'
committees, debtors and bankruptcy trustees in all chapters of
bankruptcy and out-of-court workouts.  Mr. Marks also works with
secured creditors in repossession and foreclosure actions and
lender liability.  Akerman's Bankruptcy practice is recognized for
its vast experience in international receiverships.  Akerman also
represents most of Florida's leading banks, private equity lenders
and other financial institutions in all types of commercial
mortgage foreclosures and receiverships.

"This new litigation group adds significant capacity to our
private equity practice, as well," adds Teddy Klinghoffer, Chair
of the firm's Private Equity practice group.  "The current
economic climate has put obvious and considerable stress on our
private equity clients and their portfolio companies,
necessitating a greater call for our resources in this area.  Our
clients want experienced counsel and perspective now, more than
ever, and we are going to be there for them."

This expansion will bolster Akerman's already sizeable Litigation
practice, which boasts more than 220 trial lawyers in Florida, New
York, Washington D.C., Tysons Corner, and Los Angeles and is
recognized for real estate litigation, consumer finance
litigation, state and local tax appeals, and E-Discovery.

                     About Akerman Senterfitt

Akerman Senterfitt -- http://www.akerman.com/-- is ranked among
the top 100 law firms in the United States by The National Law
Journal NLJ 250 (2008) in number of lawyers and is one of the
largest firms in Florida.  The firm serves clients in major
business centers throughout the United States, including Miami,
New York, Washington D.C. and Los Angeles.


* Andrews Kurth Ranks High on ALM Corporate Scorecard
-----------------------------------------------------
The American Lawyer 2009 Corporate Scorecard has ranked Andrews
Kurth LLP in several categories for securities offerings during
2008.  In addition, the firm was recognized for its involvement in
two of the largest bankruptcies filed in 2008.

Rank based on Number of Issues:

    -- #2 in Municipal Bonds, Underwriter's Counsel
    -- #3 in IPOs, Underwriter's Counsel
    -- #6 in High-Yield Debt, Issuer's Counsel


Rank based on Proceeds:

    -- #3 in IPOs, Underwriter's Counsel
    -- #5 in Municipal Bonds, Underwriter's Counsel

The American Lawyer 2009 Corporate Scorecard also acknowledged
Andrews Kurth for its involvement in two of the largest chapter 11
cases filed in 2008.  The firm represents the Official Producers
Committee in the SemGroup, L.P., Chapter 11 case and the Official
Creditors Committee in the Pilgrim's Pride
Chapter 11 cases.

The American Lawyer's Corporate Scorecard tracks the transactional
practices of leading firms.  Corporate finance is a collection of
subspecialties, and our scorecard ranks firms within those areas.
Unless otherwise noted, data includes only public, registered,
underwritten offerings or deals transacted in 2008, including
firmly underwritten rule 144a transactions, but not pure private
placements or the filing of shelf registrations. Values are as of
February 2009, unless otherwise noted.

                      About Andrews Kurth

Andrews Kurth LLP -- http://www.andrewskurth.com-- has more than
400 lawyers and offices in Austin, Beijing, Dallas, Houston,
London, Los Angeles, New York, The Woodlands, and Washington, DC.
Andrews Kurth represents a wide array of clients in all areas of
business law.


* Cadwalader's Smolinsky Joins Weil Gotshal as Partner
------------------------------------------------------
The international law firm Weil, Gotshal & Manges LLP last week
said Joseph Smolinsky will join the firm as a Partner in its
Business Finance & Restructuring practice in the New York office.

"We are very pleased to have Joseph join us," Weil Gotshal
Chairman Stephen Dannhauser stated, "His vast experience,
particularly in the representation of creditors, further rounds
out our industry-leading restructuring department."

Mr. Smolinsky has over 20 years' experience in bankruptcy law.
Prior to joining Weil Gotshal, he was a partner at Chadbourne &
Parke LLP, where he advised corporations, borrowers, lenders,
investors and creditors on Chapter 11 restructuring cases.  Mr.
Smolinsky has been involved in a number of recent high profile
cases, including TOUSA, Refco, Calpine and Mirant.  He started his
legal career as a judicial clerk for the Honorable Conrad B.
Duberstein, Chief United States Bankruptcy Judge for the Eastern
District of New York.

"Joseph's expertise in complex and high profile Chapter 11
reorganizations and his involvement in structured finance
transactions make him an ideal fit for our team," said Marcia
Goldstein, Chair of Weil Gotshal's Business, Finance &
Restructuring practice.

Mr. Smolinsky is recognized in Chambers USA: The World's Leading
Lawyers for Business 2009 in the field of Bankruptcy/
Restructuring.  A recognized authority in the bankruptcy arena, he
has spoken at various conferences and seminars and authored
numerous articles.

Weil Gotshal's preeminent global Business Finance & Restructuring
Department is consistently recognized as the leading practice by
Chambers & Partners and other highly regarded legal publications.
The largest and most innovative business reorganization practice
in the U.S., Weil Gotshal is called upon by a wide range of
constituencies to resolve the most complex cases.  Serving the
full spectrum of clients -- debtors, creditors, equity holders,
and potential purchasers of troubled companies or their assets --
the Department has had preeminent roles in most major debt
restructurings, both in the United States and Europe.  The firm
has handled the largest bankruptcy and restructuring cases in
history, including Lehman Brothers, Washington Mutual, WorldCom,
and Enron.

                    About Weil, Gotshal & Manges

Weil, Gotshal & Manges - http://www.weil.com/-- an international
law firm of more than 1,300 lawyers, including roughly 300
partners, is headquartered in New York, with offices in Austin,
Beijing, Boston, Budapest, Dallas, Dubai, Frankfurt, Hong Kong,
Houston, London, Miami, Munich, Paris, Prague, Providence,
Shanghai, Silicon Valley, Warsaw, Washington, D.C. and Wilmington.


* David Powlen Rejoins Barnes & Thornburg's Restructuring Team
--------------------------------------------------------------
Bankruptcy Law360 reports that Barnes & Thornburg LLP has brought
veteran attorney David M. Powlen back into the fold as a partner
in the firm's finance, insolvency and restructuring department.
The report says Mr. Powlen left the firm in 2001 and spent seven
years working in the financial services industry.  Mr. Powlen, the
report says, first joined Barnes & Thornburg in 1978, and served
as the chair of the firm's finance, insolvency and restructuring
department during his prior stint with the firm.

Barnes & Thornburg, on its Web site, says David M. Powlen is a
partner in the firm's Indianapolis, Indiana office, where he is a
member of the Finance, Insolvency and Restructuring Department;
the Business Department; the Litigation Department; the Real
Estate Department; and the Financial Institutions and Construction
Law Practice Groups.  At various times, the firm says Mr. Powlen
has served as a member of the firm's management and non-legal
affiliates committees, and he is a former chair of the Finance,
Insolvency and Restructuring Department.

Mr. Powlen practices primarily in the areas of business,
commercial and financing transactions, and bankruptcy, creditors'
rights, and reorganization law.  He has been involved in numerous
distressed merger & acquisition transactions, recapitalizations,
turnarounds, restructurings and other special situations,
including bankruptcy reorganization and liquidation cases,
foreclosure and replevin actions, receiverships, and out-of-court
arrangements.  He has advised pre-petition and post-petition
secured lenders, indenture trustees and bondholder groups,
official committees of unsecured creditors, parties to franchises,
licenses and leases, debtors and equity holders, asset purchasers
and financial sponsors of plans of reorganization, recipients of
alleged avoidable transfers, and other parties in Chapter 11
cases.

According to the firm, Mr. Powlen -- a frequent speaker and author
of articles on business, finance, commercial law, bankruptcy and
creditors' rights topics -- has appeared at meetings and in
publications sponsored by the American Bar Association, the
American Bankruptcy Institute, the Association of Insolvency &
Restructuring Advisors, Beard Group, Commercial Law League,
Renaissance American Management, Turnaround Management
Association, and other bar associations and trade organizations.

In addition to having practiced law for more than 20 years, Mr.
Powlen also worked seven years as an investment banker and
financial advisor for clients in M&A, recapitalization,
reorganization, valuation and other assignments.  During his
combined career as a legal and financial advisor, he has been
involved with Chapter 11 cases in bankruptcy courts throughout the
country.

Mr. Powlen has served as co-chair of the Financial Advisors
Committee of the American Bankruptcy Institute, director for a
regional chapter of the Turnaround Management Association, and
chair of the Bankruptcy & Creditors' Rights Section of the Indiana
State Bar Association.  In addition, he has held leadership
positions in various other national, state and local
organizations.  During his legal practice before working as a
financial advisor, he had been listed for over 10 years in The
Best Lawyers in America, and was certified in Business Bankruptcy
by the American Board of Certification.  He has also attained the
designation of Certified Insolvency & Restructuring Advisor from
the Association of Insolvency & Restructuring Advisors.

Mr. Powlen received his A.B. with honors in 1975 from Harvard
College and his J.D. in 1978 from Harvard Law School.  He is
admitted to practice in the states of Delaware, Indiana, New York
and Pennsylvania.


* Lawyers Say Traditional DIP Loans Scarce; Present Terms Pricey
----------------------------------------------------------------
Companies have found themselves increasingly at the mercy of
prepetition lenders and opportunistic investors that may be
willing to finance a bankruptcy if it suits their own objectives,
attorneys believe, according to Bankruptcy Law360.  The report
notes that traditional debtor-in-possession financing remains
scarce despite the steady pace of bankruptcy filings.

While not necessarily creative, the different financing structures
offered by these lenders reflect the constraints of the current
DIP financing market and are often the only choice for companies,
the report adds.

Current DIP facilities usually contain provisions that require the
Debtors to enter into a restructuring transaction -- either a
capital investment, merger or sale -- and present and/or seek
confirmation of a bankruptcy exit plan pursuant to a strict
timetable.

Lyondell Chemical Company, Equistar Chemicals LP and their
affiliates, which filed for bankruptcy early this year, secured an
$8,015,000,000 DIP financing facility from Citigroup Global
Markets Inc., Goldman Sachs Lending Partners LLC, Merrill Lynch
Capital Corporation, UBS Securities LLC, Access Lender, LLC, and
certain other financial institutions.

The Lyondell facility consists of a superpriority multiple draw
term loan facility in an aggregate principal amount of up to
$6,500,000,000.  Under the facility, Term Lenders provided
$3,250,000,000 in new money loans, while $3,250,000,000 was rolled
up from a 2007 senior secured credit facility.  The credit
facility also has a superpriority non-amortizing revolving credit
portion in an aggregate principal amount of up to $1,515,000,000,
secured by receivables and inventory.

The $8 billion facility matures at the earliest of December 15,
2009, or the effective date of any Chapter 11 plan of any Debtor;
and incurs interest, at the option of the Borrowers, at:

     (a) the Applicable Margin plus the Alternate Base Rate which
         will be defined as the highest of (i) with respect to
         the ABL Facility, Citibank's base rate, and with respect
         to the Term Facility, Bank of America's base rate, (ii)
         the three-month certificate of deposit rate plus 1/2 of
         1%, (iii) the Federal Funds Effective Rate plus 1/2 of
         1% and (iv) the one-month LIBO Rate plus 1.00% per annum,
         in each case, calculated on a 365/366-day basis and
         payable monthly in arrears; or

     (b) the Applicable Margin plus the current LIBO rate,
         Adjusted for reserve requirements, if any, and subject
         to customary change of circumstance provisions, for
         interest periods of one month, calculated on a 360-day
         basis and payable at the end of the relevant interest
         period, but in any event at least quarterly, provided
         that the LIBO Rate will at no time be less than 3.00%
         per annum.

During the continuance of an event of default under the Facility,
Loans will bear interest at an additional 2% per annum.

Moreover, Lyondell is required under its DIP facilities to adhere
to this timetable:

   (a) by August 15, 2009, deliver to the Lenders a draft
       Reorganization Plan and disclosure statement;

   (b) by September 15, 2009, file a Reorganization Plan and
       disclosure statement with the Bankruptcy Court;

   (c) by October 15, 2009, obtain approval by the Bankruptcy
       Court of the disclosure statement related to the Plan;
       provided that if the Debtors have commenced a hearing
       prior to October 15, 2009, with a reasonable belief that
       such approval could be obtained at such hearing by such
       date and, due to the Bankruptcy Court's availability, the
       hearing has not concluded by October 23, 2009, then such
       deadline will be deemed extended through October 30, 2009,
       to accommodate the Bankruptcy Court's availability; and

   (d) by December 1, 2009, obtain confirmation by the Bankruptcy
       Court of such Reorganization Plan; provided that if the
       Debtors have commenced a hearing prior to December 1, 2009,
       with a reasonable belief that such confirmation could be
       obtained at such hearing commencing by such date and, due
       to the Bankruptcy Court's availability, the hearing has
       not concluded by December 1, 2009, then such deadline
       will be deemed extended by up to 21 days to accommodate
       the Bankruptcy Court's availability, and the Maturity Date
       will be adjusted by a like amount.

A full-text copy of Lyondell's $6.5 billion DIP Agreement is
available at no charge at http://ResearchArchives.com/t/s?3b06

A full-text copy of Lyondell's $1.5 billion DIP Agreement is
available at no charge at http://ResearchArchives.com/t/s?3b07

Meanwhile, Tronox Incorporated, which filed for bankruptcy days
after Lyondell, obtained permission to borrow up to $125,000,000
in DIP loans from a consortium of lenders led by Credit Suisse
Securities (USA) LLC.  The Tronox loan matures 364 days after
closing, and incurs interest at the Alternative Base Rate or the
Adjusted LIBO Rate, in each case plus a margin of 9.50%.  Interest
on ABR Loans will be paid monthly, in arrears, and, on Adjusted
LIBO Rate Loans, at the end of the applicable interest period.  In
case of an event of default, all amounts outstanding will bear
interest (a) for the principal amount, at the applicable rate plus
2.00% per annum, and (b) for all other payables, at a rate equal
to the rate that would be applicable to an ABR Loan plus 2.00% per
annum.

The Tronox Facility provides that within six months of the Closing
Date, Tronox will have commenced a process to sell all or
substantially all of its and its subsidiaries' assets under
Section 363.  A full-text copy of the DIP Agreement is available
for free at http://bankrupt.com/misc/tronox_dippact.pdf

Chemtura Corp., which filed on March 20, has secured a
$400 million credit facility from Citibank, N.A., as
administrative agent, and certain other lenders.  Chemtura must
repay the loan within one year.  The loan incurs interest at the
higher of (a) 4% per annum and (b) a fluctuating interest rate per
annum equal to the higher of (i) the rate of interest announced
publicly by Citibank in New York, New York, from time to time, as
Citibank's base rate, and (ii) 1/2 of 1% per annum above the
Federal Funds Rate.  A portion of the loan will incur interest at
the higher of (a) 3% per annum and (b) the rate per annum obtained
by dividing the LIBOR rate by a percentage equal to 100% minus the
Eurodollar Rate Reserve Percentage for that period.  On an Event
of Default, Chemtura will pay interest on the unpaid principal
amount of each Advance owing to each Lender, at a rate per annum
equal at all times.

A full-text copy of the DIP Credit Agreement is available for free
at http://bankrupt.com/misc/Chemtura_DIPCreditPact.pdf

Under Section 1121(b) of the Bankruptcy Code, the debtor has a
120-day period during which it has an exclusive right to file a
plan.  The exclusivity period may be extended or reduced by the
court.  But, in no event, may the exclusivity period, including
all extensions, be longer than 18 months.  After the exclusivity
period has expired, a creditor or the case trustee may file a
competing plan.  The U.S. trustee may not file a plan.


* Rep. Nadler Introduces Bill to Repeal 2005 BACPA Provisions
-------------------------------------------------------------
Congressman Jerrold Nadler (NY-08), Chairman of the U.S. House
Judiciary Subcommittee on the Constitution, Civil Rights and Civil
Liberties, last week introduced the Business Reorganization and
Job Preservation Act of 2009, which would amend federal Bankruptcy
Code to repeal provisions of the Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005.

As BAPCPA currently stands, many businesses nationwide have been
unable to reorganize successfully in bankruptcy and have been
pushed into liquidation, at the cost of thousands of jobs.
Circuit City, for example, was unable to secure financing to
complete its reorganization last year and was forced to liquidate,
sacrificing 34,000 jobs across the country, according to a news
statement from Rep. Nadler's office.

"In an economy as depressed as ours, we must be cognizant of the
many difficulties facing American businesses and avoid placing
unnecessary hurdles in their paths," said Rep. Nadler.  "The
Business Reorganization and Job Preservation Act of 2009 will
remove some of obstacles now hindering struggling businesses and
inject a much-needed economic boost during this time of severe
recession. It's essential that we give retailers, which are often
the job-providers of our communities, the means to reorganize and
stay in business."

The present law gives landlords and lenders the ability to make
tougher demands on businesses filing for bankruptcy and, in many
cases, locks tenants into new leases while they face
reorganization procedures.  In 2008, two dozen major national
retailers sought bankruptcy.  If passed, the Business
Reorganization and Job Preservation Act would stem that tide and
offer crucial assistance to retailers suffering major losses in
the current economic recession.


* BOND PRICING -- For the Week From March 30 to April 3
-------------------------------------------------------
  Company            Coupon      Maturity   Bid Price
  -------            ------      --------   ---------
155 E TROPICANA       8.75%      4/1/2012       37.00
ABITIBI-CONS FIN      7.88%      8/1/2009       25.00
ACCO Brands Corp      7.63%     8/15/2015       18.50
ACCURIDE CORP         8.50%      2/1/2015       21.75
ACE CASH EXPRESS     10.25%     10/1/2014       24.88
ADVANTA CAP TR        8.99%    12/17/2026        9.50
AFFINIA GROUP         9.00%    11/30/2014       34.00
AHERN RENTALS         9.25%     8/15/2013       34.38
ALABAMA POWER         5.50%     10/1/2042       70.00
ALERIS INTL INC       9.00%    12/15/2014        0.70
ALERIS INTL INC      10.00%    12/15/2016        1.50
ALION SCIENCE        10.25%      2/1/2015       15.00
ALLBRITTON COMM       7.75%    12/15/2012       39.50
ALLIED CAP CORP       6.00%      4/1/2012       26.88
ALLIED CAP CORP       6.63%     7/15/2011       30.50
AMBAC INC             9.38%      8/1/2011       63.62
AMER AXLE & MFG       5.25%     2/11/2014       21.50
AMER AXLE & MFG       7.88%      3/1/2017       21.50
AMER CAP STRATEG      8.60%      8/1/2012       47.10
AMER GENL CORP        7.50%     8/11/2010       85.72
AMER GENL FIN         3.00%     7/15/2009       78.00
AMER GENL FIN         3.05%     6/15/2010       35.00
AMER GENL FIN         3.10%     6/15/2009       73.60
AMER GENL FIN         3.10%     7/15/2009       76.80
AMER GENL FIN         3.30%     7/15/2009       87.23
AMER GENL FIN         3.30%    11/15/2009       74.10
AMER GENL FIN         3.30%     6/15/2010       39.00
AMER GENL FIN         3.35%     5/15/2009       82.00
AMER GENL FIN         3.40%    10/15/2009       79.33
AMER GENL FIN         3.45%     4/15/2010       40.00
AMER GENL FIN         3.60%     4/15/2009       99.04
AMER GENL FIN         3.80%     4/15/2009       90.00
AMER GENL FIN         3.85%     9/15/2009       80.10
AMER GENL FIN         3.88%     10/1/2009       75.00
AMER GENL FIN         3.88%    10/15/2009       66.49
AMER GENL FIN         3.88%    11/15/2009       81.60
AMER GENL FIN         3.90%     9/15/2009       80.23
AMER GENL FIN         3.90%     4/15/2010       60.32
AMER GENL FIN         3.90%     4/15/2011       24.00
AMER GENL FIN         4.00%     6/15/2009       90.99
AMER GENL FIN         4.00%     8/15/2009       83.65
AMER GENL FIN         4.00%     9/15/2009       60.00
AMER GENL FIN         4.00%    11/15/2009       64.00
AMER GENL FIN         4.00%    11/15/2009       73.67
AMER GENL FIN         4.00%    11/15/2009       30.00
AMER GENL FIN         4.00%    12/15/2009       65.33
AMER GENL FIN         4.00%    12/15/2009       50.00
AMER GENL FIN         4.00%    12/15/2009       70.89
AMER GENL FIN         4.00%     3/15/2011       40.50
AMER GENL FIN         4.00%     4/15/2012       15.97
AMER GENL FIN         4.05%     5/15/2010       34.00
AMER GENL FIN         4.10%     1/15/2010       51.78
AMER GENL FIN         4.10%     5/15/2010       23.00
AMER GENL FIN         4.10%     1/15/2011       35.05
AMER GENL FIN         4.13%     1/15/2010       67.83
AMER GENL FIN         4.15%    11/15/2010       39.25
AMER GENL FIN         4.15%    12/15/2010       38.40
AMER GENL FIN         4.15%     1/15/2011       46.30
AMER GENL FIN         4.20%     8/15/2009       53.00
AMER GENL FIN         4.20%    10/15/2009       50.17
AMER GENL FIN         4.20%    11/15/2009       62.52
AMER GENL FIN         4.20%    10/15/2010       47.40
AMER GENL FIN         4.25%    11/15/2009       62.52
AMER GENL FIN         4.25%    10/15/2010       33.00
AMER GENL FIN         4.30%     5/15/2009       93.75
AMER GENL FIN         4.30%     6/15/2009       85.70
AMER GENL FIN         4.30%     9/15/2009       51.11
AMER GENL FIN         4.30%     6/15/2010       18.50
AMER GENL FIN         4.30%     7/15/2010       53.78
AMER GENL FIN         4.30%     9/15/2010       50.29
AMER GENL FIN         4.30%    10/15/2011       32.24
AMER GENL FIN         4.35%     6/15/2009       90.00
AMER GENL FIN         4.35%     6/15/2009       80.17
AMER GENL FIN         4.35%     9/15/2009       80.26
AMER GENL FIN         4.35%     3/15/2010       45.00
AMER GENL FIN         4.40%     5/15/2009       95.01
AMER GENL FIN         4.40%     7/15/2009       60.00
AMER GENL FIN         4.40%    12/15/2010       35.50
AMER GENL FIN         4.40%    12/15/2011       24.00
AMER GENL FIN         4.50%     7/15/2009       60.00
AMER GENL FIN         4.50%     9/15/2009       65.00
AMER GENL FIN         4.50%     3/15/2010       62.91
AMER GENL FIN         4.50%     8/15/2010       24.25
AMER GENL FIN         4.50%    11/15/2010       30.00
AMER GENL FIN         4.50%    11/15/2011       42.81
AMER GENL FIN         4.55%    10/15/2009       79.00
AMER GENL FIN         4.60%    11/15/2009       74.00
AMER GENL FIN         4.60%     8/15/2010       32.00
AMER GENL FIN         4.60%     9/15/2010       39.00
AMER GENL FIN         4.60%    10/15/2010       49.21
AMER GENL FIN         4.60%     1/15/2012       65.47
AMER GENL FIN         4.63%     5/15/2009       94.50
AMER GENL FIN         4.63%      9/1/2010       43.00
AMER GENL FIN         4.65%     8/15/2010       39.00
AMER GENL FIN         4.70%    12/15/2009       71.03
AMER GENL FIN         4.70%    10/15/2010       48.82
AMER GENL FIN         4.75%     6/15/2010       30.00
AMER GENL FIN         4.75%     8/15/2010       35.00
AMER GENL FIN         4.75%     5/15/2011       44.51
AMER GENL FIN         4.80%     8/15/2009       83.86
AMER GENL FIN         4.80%     9/15/2011       28.10
AMER GENL FIN         4.85%    10/15/2009       77.39
AMER GENL FIN         4.85%    12/15/2009       77.99
AMER GENL FIN         4.88%     5/15/2010       59.10
AMER GENL FIN         4.88%     6/15/2010       68.63
AMER GENL FIN         4.88%     7/15/2012       38.00
AMER GENL FIN         4.90%    12/15/2009       45.32
AMER GENL FIN         4.90%     3/15/2011       45.54
AMER GENL FIN         4.90%     3/15/2012       42.38
AMER GENL FIN         4.95%    11/15/2010       25.75
AMER GENL FIN         5.00%     9/15/2009       86.25
AMER GENL FIN         5.00%     1/15/2010       34.00
AMER GENL FIN         5.00%     6/15/2010       56.65
AMER GENL FIN         5.00%     9/15/2010       35.00
AMER GENL FIN         5.00%    10/15/2010       35.00
AMER GENL FIN         5.00%    11/15/2010       41.88
AMER GENL FIN         5.00%    12/15/2010       38.00
AMER GENL FIN         5.00%    12/15/2010       38.00
AMER GENL FIN         5.00%    12/15/2010       36.00
AMER GENL FIN         5.00%     1/15/2011       41.18
AMER GENL FIN         5.00%     1/15/2011       32.00
AMER GENL FIN         5.00%     3/15/2011       20.10
AMER GENL FIN         5.00%     6/15/2011       39.35
AMER GENL FIN         5.00%    10/15/2011       24.26
AMER GENL FIN         5.00%    12/15/2011       42.64
AMER GENL FIN         5.10%     6/15/2009       92.93
AMER GENL FIN         5.10%     9/15/2009       57.03
AMER GENL FIN         5.10%     9/15/2010       51.08
AMER GENL FIN         5.10%     3/15/2011       18.75
AMER GENL FIN         5.10%     1/15/2012       42.78
AMER GENL FIN         5.15%     6/15/2009       97.50
AMER GENL FIN         5.15%     9/15/2009       80.78
AMER GENL FIN         5.20%     6/15/2010       40.10
AMER GENL FIN         5.20%     5/15/2011       29.26
AMER GENL FIN         5.20%    12/15/2011       44.00
AMER GENL FIN         5.20%     5/15/2012       33.50
AMER GENL FIN         5.25%     6/15/2009       91.16
AMER GENL FIN         5.25%     6/15/2009       91.16
AMER GENL FIN         5.25%     7/15/2010       50.00
AMER GENL FIN         5.25%     4/15/2011       45.46
AMER GENL FIN         5.25%     6/15/2011       44.54
AMER GENL FIN         5.30%     6/15/2009       91.30
AMER GENL FIN         5.35%     6/15/2010       42.20
AMER GENL FIN         5.35%     7/15/2010       50.65
AMER GENL FIN         5.35%     9/15/2011       33.25
AMER GENL FIN         5.38%      9/1/2009       81.26
AMER GENL FIN         5.38%     10/1/2012       39.50
AMER GENL FIN         5.40%     6/15/2011       44.66
AMER GENL FIN         5.40%     6/15/2011       44.66
AMER GENL FIN         5.45%     9/15/2009       50.05
AMER GENL FIN         5.45%     6/15/2011       43.91
AMER GENL FIN         5.45%    10/15/2011       30.00
AMER GENL FIN         5.50%     6/15/2009       91.20
AMER GENL FIN         5.50%    12/15/2010       40.00
AMER GENL FIN         5.50%     4/15/2011       36.40
AMER GENL FIN         5.50%     7/15/2012       23.00
AMER GENL FIN         5.60%     6/15/2011       44.85
AMER GENL FIN         5.63%     8/17/2011       42.48
AMER GENL FIN         6.00%     7/15/2011       30.16
AMER GENL FIN         6.25%     7/15/2010       55.70
AMER GENL FIN         6.25%     7/15/2011       20.00
AMER GENL FIN         6.25%     7/15/2011       17.35
AMER GENL FIN         6.75%     7/15/2011       40.02
AMER GENL FIN         7.75%     9/15/2010       52.82
AMER GENL FIN         7.85%     8/15/2010       54.28
AMER GENL FIN         7.90%     9/15/2010       52.94
AMER GENL FIN         8.00%     8/15/2010       66.80
AMER GENL FIN         8.10%     9/15/2011       46.47
AMER GENL FIN         8.13%     8/15/2009       77.60
AMER GENL FIN         8.15%     8/15/2011       55.00
AMER GENL FIN         8.20%     9/15/2011       46.56
AMER GENL FIN         8.38%     8/15/2011       46.43
AMER GENL FIN         8.45%    10/15/2009       80.88
AMER INTL GROUP       4.70%     10/1/2010       68.00
AMER INTL GROUP       4.88%     3/15/2067        8.49
AMER INTL GROUP       5.38%    10/18/2011       55.33
AMER INTL GROUP       6.25%     3/15/2037       10.00
AMER MEDIA OPER       8.88%     1/15/2011       36.00
AMERICAN TIRE        10.75%      4/1/2013       15.50
AMERICAST TECH       11.00%     12/1/2014       16.50
AMR CORP              9.20%     1/30/2012       42.00
AMR CORP             10.40%     3/15/2011       52.00
AMR CORP             10.42%     3/15/2011       46.00
AMR CORP             10.45%     3/10/2011       52.00
ANTHRACITE CAP       11.75%      9/1/2027        3.88
APPLETON PAPERS       9.75%     6/15/2014       19.00
ARCO CHEMICAL CO      9.80%      2/1/2020       13.06
ARCO CHEMICAL CO     10.25%     11/1/2010       12.00
ARVINMERITOR          8.13%     9/15/2015       26.00
ARVINMERITOR          8.75%      3/1/2012       37.00
ASARCO INC            7.88%     4/15/2013       23.50
ASHTON WOODS USA      9.50%     10/1/2015       19.50
AT HOME CORP          0.52%    12/28/2018        0.06
ATHEROGENICS INC      1.50%      2/1/2012       11.00
ATLANTIC MUTUAL       8.15%     2/15/2028       14.25
AVENTINE RENEW       10.00%      4/1/2017       14.00
AVIS BUDGET CAR       7.63%     5/15/2014       26.00
BALLY TOTAL FITN     14.00%     10/1/2013        1.00
BANK NEW ENGLAND      8.75%      4/1/1999        7.12
BANK NEW ENGLAND      9.88%     9/15/1999        4.50
BANKUNITED CAP        3.13%      3/1/2034        7.00
BARRINGTON BROAD     10.50%     8/15/2014       20.00
BEAZER HOMES USA      4.63%     6/15/2024       25.00
BEAZER HOMES USA      6.50%    11/15/2013       23.00
BEAZER HOMES USA      6.88%     7/15/2015       23.50
BEAZER HOMES USA      8.13%     6/15/2016       22.00
BEAZER HOMES USA      8.38%     4/15/2012       29.00
BEAZER HOMES USA      8.63%     5/15/2011       34.00
BELL MICROPRODUC      3.75%      3/5/2024       15.63
BELL MICROPRODUC      3.75%      3/5/2024       18.00
BLOCKBUSTER INC       9.00%      9/1/2012       46.50
BON-TON DEPT STR     10.25%     3/15/2014       22.00
BORDEN INC            7.88%     2/15/2023       13.10
BORDEN INC            8.38%     4/15/2016       12.26
BORDEN INC            9.20%     3/15/2021        8.25
BOWATER INC           6.50%     6/15/2013        7.30
BOWATER INC           9.38%    12/15/2021       10.31
BOWATER INC           9.50%    10/15/2012        9.00
BRIGHAM EXPLORE       9.63%      5/1/2014       28.00
BRODER BROS CO       11.25%    10/15/2010       15.38
BROOKSTONE CO        12.00%    10/15/2012       48.50
BUFFALO THUNDER       9.38%    12/15/2014        6.99
BURLINGTON COAT      11.13%     4/15/2014       32.00
C&D TECHNOLOGIES      5.50%    11/15/2026       46.00
CALLON PETROLEUM      9.75%     12/8/2010       25.00
CAPMARK FINL GRP      7.38%     5/10/2012       21.00
CAPMARK FINL GRP      7.80%     5/10/2017       19.50
CARAUSTAR INDS        7.25%      5/1/2010       50.38
CARAUSTAR INDS        7.38%      6/1/2009       50.00
CARDINAL HEALTH       9.50%     4/15/2015       25.00
CCH I LLC             9.92%      4/1/2014        1.95
CCH I LLC            10.00%     5/15/2014        1.00
CCH I LLC            11.13%     1/15/2014        3.00
CCH I LLC            11.75%     5/15/2014        4.99
CCH I LLC            12.13%     1/15/2015        1.50
CCH I LLC            13.50%     1/15/2014        1.30
CCH I/CCH I CP       11.00%     10/1/2015       10.75
CCH I/CCH I CP       11.00%     10/1/2015       10.55
CELL GENESYS INC      3.13%     11/1/2011       40.00
CELL THERAPEUTIC      5.75%    12/15/2011       14.50
CHAMPION ENTERPR      2.75%     11/1/2037       15.75
CHAMPION ENTERPR      7.63%     5/15/2009       91.00
CHARTER COMM HLD      9.92%      4/1/2011        1.00
CHARTER COMM HLD     10.00%     5/15/2011        1.52
CHARTER COMM HLD     11.13%     1/15/2011        5.06
CHARTER COMM HLD     11.75%     5/15/2011        2.00
CHARTER COMM HLD     12.13%     1/15/2012        2.25
CHARTER COMM INC      6.50%     10/1/2027       10.63
CIRCUS CIRCUS         7.63%     7/15/2013        9.00
CITADEL BROADCAS      4.00%     2/15/2011       30.00
CLAIRE'S STORES       9.25%      6/1/2015       33.00
CLAIRE'S STORES      10.50%      6/1/2017       25.00
CLEAR CHANNEL         4.25%     5/15/2009       89.50
CLEAR CHANNEL         4.40%     5/15/2011       21.00
CLEAR CHANNEL         4.50%     1/15/2010       46.00
CLEAR CHANNEL         4.90%     5/15/2015       15.00
CLEAR CHANNEL         5.00%     3/15/2012       15.50
CLEAR CHANNEL         5.50%     9/15/2014       15.50
CLEAR CHANNEL         5.50%    12/15/2016       16.00
CLEAR CHANNEL         5.75%     1/15/2013       12.75
CLEAR CHANNEL         6.25%     3/15/2011       21.50
CLEAR CHANNEL         6.88%     6/15/2018       11.88
CLEAR CHANNEL         7.25%    10/15/2027       12.13
CLEAR CHANNEL         7.65%     9/15/2010       33.00
CLEAR CHANNEL        10.75%      8/1/2016       13.25
CMP SUSQUEHANNA       9.88%     5/15/2014        4.50
COMMERCIAL VEHIC      8.00%      7/1/2013       25.13
COMPUCREDIT           3.63%     5/30/2025       24.10
CONEXANT SYSTEMS      4.00%      3/1/2026       20.00
CONSTAR INTL         11.00%     12/1/2012        4.00
COOPER-STANDARD       7.00%    12/15/2012       12.50
COOPER-STANDARD       8.38%    12/15/2014        7.00
CREDENCE SYSTEM       3.50%     5/15/2010       31.00
DAYTON SUPERIOR      13.00%     6/15/2009       64.50
DECODE GENETICS       3.50%     4/15/2011        2.88
DELPHI CORP           6.50%     8/15/2013        1.50
DELPHI CORP           8.25%    10/15/2033        0.01
DELTA PETROLEUM       3.75%      5/1/2037       17.00
DEVELOP DIV RLTY      5.25%     4/15/2011       54.00
DEX MEDIA INC         8.00%    11/15/2013       13.00
DEX MEDIA WEST        8.50%     8/15/2010       54.50
DEX MEDIA WEST        9.88%     8/15/2013       24.50
DOLE FOODS CO         8.63%      5/1/2009      100.00
DOWNEY FINANCIAL      6.50%      7/1/2014        0.50
DOWNSTREAM DEVEL     12.00%    10/15/2015       27.87
DUANE READE INC       9.75%      8/1/2011       58.50
DUNE ENERGY INC      10.50%      6/1/2012       27.38
E*TRADE FINL          8.00%     6/15/2011       46.50
ENERGY PARTNERS       9.75%     4/15/2014       29.00
EPIX MEDICAL INC      3.00%     6/15/2024        9.00
EQUISTAR CHEMICA      7.55%     2/15/2026       10.00
FERRO CORP            6.50%     8/15/2013       36.00
FGIC CORP             6.00%     1/15/2034        5.99
FIBERTOWER CORP       9.00%    11/15/2012       32.00
FINISAR CORP          2.50%    10/15/2010       52.38
FINLAY FINE JWLY      8.38%      6/1/2012        4.96
FIRST DATA CORP       4.50%     6/15/2010       70.10
FIRST DATA CORP       4.70%      8/1/2013       25.00
FIRST DATA CORP       5.63%     11/1/2011       35.00
FLOTEK INDS           5.25%     2/15/2028       21.93
FONTAINEBLEAU LA     11.00%     6/15/2015        4.00
FORD MOTOR CO         9.50%     9/15/2011       52.00
FORD MOTOR CRED       4.45%     4/20/2009       98.00
FORD MOTOR CRED       4.70%     4/20/2009       94.00
FORD MOTOR CRED       4.80%     7/20/2009       91.09
FORD MOTOR CRED       5.00%     8/20/2009       87.25
FORD MOTOR CRED       5.00%     8/20/2009       86.00
FORD MOTOR CRED       5.00%     1/20/2011       53.15
FORD MOTOR CRED       5.10%     8/20/2009       83.45
FORD MOTOR CRED       5.10%     2/22/2011       40.00
FORD MOTOR CRED       5.15%     1/20/2011       53.33
FORD MOTOR CRED       5.20%     3/21/2011       46.00
FORD MOTOR CRED       5.20%     3/21/2011       50.00
FORD MOTOR CRED       5.25%     6/22/2009       90.00
FORD MOTOR CRED       5.25%    12/21/2009       72.71
FORD MOTOR CRED       5.25%     1/20/2010       72.25
FORD MOTOR CRED       5.25%     2/22/2011       51.74
FORD MOTOR CRED       5.25%     3/21/2011       40.83
FORD MOTOR CRED       5.25%     3/21/2011       49.00
FORD MOTOR CRED       5.25%     9/20/2011       57.90
FORD MOTOR CRED       5.30%     3/21/2011       34.00
FORD MOTOR CRED       5.30%     4/20/2011       50.00
FORD MOTOR CRED       5.35%     5/20/2009       86.00
FORD MOTOR CRED       5.35%     2/22/2011       45.00
FORD MOTOR CRED       5.40%     1/20/2011       53.65
FORD MOTOR CRED       5.40%     9/20/2011       47.69
FORD MOTOR CRED       5.50%     2/22/2010       60.16
FORD MOTOR CRED       5.50%     4/20/2011       34.50
FORD MOTOR CRED       5.50%     9/20/2011       37.00
FORD MOTOR CRED       5.50%    10/20/2011       38.75
FORD MOTOR CRED       5.55%     8/22/2011       47.77
FORD MOTOR CRED       5.55%     9/20/2011       44.79
FORD MOTOR CRED       5.60%     4/20/2011       48.00
FORD MOTOR CRED       5.60%     8/22/2011       48.25
FORD MOTOR CRED       5.60%     9/20/2011       47.99
FORD MOTOR CRED       5.60%    11/21/2011       44.00
FORD MOTOR CRED       5.60%    11/21/2011       44.34
FORD MOTOR CRED       5.65%    12/20/2010       49.00
FORD MOTOR CRED       5.65%     7/20/2011       49.28
FORD MOTOR CRED       5.65%    11/21/2011       30.89
FORD MOTOR CRED       5.65%    12/20/2011       44.45
FORD MOTOR CRED       5.65%     1/21/2014       38.17
FORD MOTOR CRED       5.70%     3/22/2010       68.11
FORD MOTOR CRED       5.70%     5/20/2011       47.78
FORD MOTOR CRED       5.70%    12/20/2011       45.50
FORD MOTOR CRED       5.70%     1/20/2012       34.50
FORD MOTOR CRED       5.75%     1/20/2010       73.55
FORD MOTOR CRED       5.75%     6/21/2010       64.49
FORD MOTOR CRED       5.75%    10/20/2010       58.00
FORD MOTOR CRED       5.75%     8/22/2011       31.62
FORD MOTOR CRED       5.75%    12/20/2011       37.70
FORD MOTOR CRED       5.75%     2/21/2012       44.50
FORD MOTOR CRED       5.75%     2/20/2014       28.00
FORD MOTOR CRED       5.80%     8/22/2011       49.02
FORD MOTOR CRED       5.85%     6/21/2010       64.16
FORD MOTOR CRED       5.85%     7/20/2010       40.00
FORD MOTOR CRED       5.85%     7/20/2011       42.00
FORD MOTOR CRED       5.85%     1/20/2012       28.00
FORD MOTOR CRED       5.90%     7/20/2011       42.00
FORD MOTOR CRED       5.95%     5/20/2010       64.63
FORD MOTOR CRED       6.00%     2/22/2010       68.52
FORD MOTOR CRED       6.00%    10/20/2010       50.95
FORD MOTOR CRED       6.00%    10/20/2010       62.92
FORD MOTOR CRED       6.00%    12/20/2010       52.46
FORD MOTOR CRED       6.00%     1/20/2012       44.80
FORD MOTOR CRED       6.00%     3/20/2014       36.62
FORD MOTOR CRED       6.00%     3/20/2014       30.00
FORD MOTOR CRED       6.00%    11/20/2014       24.20
FORD MOTOR CRED       6.00%     2/20/2015       36.75
FORD MOTOR CRED       6.05%     7/20/2010       63.61
FORD MOTOR CRED       6.05%     9/20/2010       56.03
FORD MOTOR CRED       6.05%     6/20/2011       50.00
FORD MOTOR CRED       6.05%     3/20/2012       24.35
FORD MOTOR CRED       6.05%     3/20/2014       36.51
FORD MOTOR CRED       6.05%    12/22/2014       21.02
FORD MOTOR CRED       6.10%     6/20/2011       49.51
FORD MOTOR CRED       6.15%     7/20/2010       49.91
FORD MOTOR CRED       6.15%     5/20/2011       49.42
FORD MOTOR CRED       6.15%    12/22/2014       36.00
FORD MOTOR CRED       6.20%     5/20/2011       49.00
FORD MOTOR CRED       6.20%     6/20/2011       50.14
FORD MOTOR CRED       6.25%     6/20/2011       50.50
FORD MOTOR CRED       6.25%     6/20/2011       43.50
FORD MOTOR CRED       6.25%     2/21/2012       25.55
FORD MOTOR CRED       6.25%     3/20/2012       30.49
FORD MOTOR CRED       6.25%    12/20/2013       36.57
FORD MOTOR CRED       6.25%     4/21/2014       27.10
FORD MOTOR CRED       6.25%     1/20/2015       25.00
FORD MOTOR CRED       6.25%     3/20/2015       36.00
FORD MOTOR CRED       6.30%     5/20/2014       20.33
FORD MOTOR CRED       6.30%     5/20/2014       23.00
FORD MOTOR CRED       6.35%     9/20/2010       62.25
FORD MOTOR CRED       6.40%     8/20/2010       59.02
FORD MOTOR CRED       6.50%     8/20/2010       67.02
FORD MOTOR CRED       6.50%    12/20/2013       26.00
FORD MOTOR CRED       6.50%     3/20/2015       20.75
FORD MOTOR CRED       6.52%     3/10/2013       40.60
FORD MOTOR CRED       6.55%     8/20/2010       62.34
FORD MOTOR CRED       6.60%     3/20/2012       45.63
FORD MOTOR CRED       6.60%    10/21/2013       33.00
FORD MOTOR CRED       6.65%    10/21/2013       33.00
FORD MOTOR CRED       6.65%     6/20/2014       30.00
FORD MOTOR CRED       6.80%     6/20/2014       20.88
FORD MOTOR CRED       6.85%     5/20/2014       20.15
FORD MOTOR CRED       6.95%     4/20/2010       66.74
FORD MOTOR CRED       7.00%     7/20/2010       68.50
FORD MOTOR CRED       7.00%     8/15/2012       40.00
FORD MOTOR CRED       7.15%     8/20/2010       57.52
FORD MOTOR CRED       7.25%     3/22/2010       67.43
FORD MOTOR CRED       7.25%     7/20/2017       36.25
FORD MOTOR CRED       7.30%     4/20/2015       38.18
FORD MOTOR CRED       7.35%     11/7/2011       45.00
FORD MOTOR CRED       7.35%     3/20/2015       28.65
FORD MOTOR CRED       7.35%     9/15/2015       26.11
FORD MOTOR CRED       7.50%     8/20/2010       67.00
FORD MOTOR CRED       7.50%     9/20/2010       52.00
FORD MOTOR CRED       7.50%     4/25/2011       50.00
FORD MOTOR CRED       7.55%     9/30/2015       41.25
FORD MOTOR CRED       7.90%     5/18/2015       41.00
FORD MOTOR CRED       8.00%    12/20/2010       62.00
FRANKLIN BANK         4.00%      5/1/2027        0.01
FREESCALE SEMICO      8.88%    12/15/2014       22.97
FREESCALE SEMICO     10.13%    12/15/2016       20.25
FRONTIER AIRLINE      5.00%    12/15/2025       15.00
GENCORP INC           2.25%    11/15/2024       37.75
GENCORP INC           4.00%     1/16/2024       69.75
GENERAL MOTORS        6.75%      5/1/2028        9.13
GENERAL MOTORS        7.13%     7/15/2013       15.25
GENERAL MOTORS        7.20%     1/15/2011       15.00
GENERAL MOTORS        7.40%      9/1/2025       10.25
GENERAL MOTORS        7.70%     4/15/2016       10.50
GENERAL MOTORS        8.10%     6/15/2024       10.00
GENERAL MOTORS        8.25%     7/15/2023       11.53
GENERAL MOTORS        8.38%     7/15/2033       11.53
GENERAL MOTORS        8.80%      3/1/2021       10.25
GENERAL MOTORS        9.40%     7/15/2021       11.63
GENERAL MOTORS        9.45%     11/1/2011       25.50
GENWORTH FINL         5.65%     6/15/2012       54.00
GENWORTH FINL         6.15%    11/15/2066       13.50
GEORGIA GULF CRP      7.13%    12/15/2013       16.75
GEORGIA GULF CRP      9.50%    10/15/2014       19.00
GEORGIA GULF CRP     10.75%    10/15/2016        7.50
GGP LP                3.98%     4/15/2027        8.52
GMAC LLC              4.90%    10/15/2009       70.00
GMAC LLC              4.90%    10/15/2009       70.12
GMAC LLC              4.95%    10/15/2009       69.25
GMAC LLC              5.00%     8/15/2009       72.66
GMAC LLC              5.00%     8/15/2009       75.00
GMAC LLC              5.00%     9/15/2009       70.27
GMAC LLC              5.00%     9/15/2009       72.30
GMAC LLC              5.00%     9/15/2009       73.89
GMAC LLC              5.00%    10/15/2009       70.11
GMAC LLC              5.05%     7/15/2009       77.00
GMAC LLC              5.10%     7/15/2009       77.00
GMAC LLC              5.10%     8/15/2009       74.93
GMAC LLC              5.10%     9/15/2009       68.75
GMAC LLC              5.20%    11/15/2009       74.00
GMAC LLC              5.20%    11/15/2009       66.64
GMAC LLC              5.25%     7/15/2009       84.00
GMAC LLC              5.25%     7/15/2009       79.41
GMAC LLC              5.25%     8/15/2009       79.50
GMAC LLC              5.25%     8/15/2009       75.41
GMAC LLC              5.25%    11/15/2009       68.00
GMAC LLC              5.25%    11/15/2009       63.50
GMAC LLC              5.25%     1/15/2014       23.00
GMAC LLC              5.30%     1/15/2010       58.98
GMAC LLC              5.35%    11/15/2009       66.60
GMAC LLC              5.35%    12/15/2009       64.30
GMAC LLC              5.35%    12/15/2009       65.98
GMAC LLC              5.35%     1/15/2014       20.00
GMAC LLC              5.40%    12/15/2009       63.46
GMAC LLC              5.40%    12/15/2009       65.00
GMAC LLC              5.50%     1/15/2010       58.25
GMAC LLC              5.63%     5/15/2009       95.00
GMAC LLC              5.70%     6/15/2013       26.39
GMAC LLC              5.70%    10/15/2013       28.71
GMAC LLC              5.75%     1/15/2010       57.50
GMAC LLC              5.75%     5/21/2010       63.88
GMAC LLC              5.75%     9/27/2010       59.75
GMAC LLC              5.75%     1/15/2014       26.00
GMAC LLC              5.85%     2/15/2010       60.00
GMAC LLC              5.85%     5/15/2013       26.90
GMAC LLC              5.85%     6/15/2013       27.18
GMAC LLC              5.85%     6/15/2013       30.23
GMAC LLC              5.85%     6/15/2013       26.42
GMAC LLC              5.90%    12/15/2013       24.00
GMAC LLC              5.90%    12/15/2013       24.50
GMAC LLC              6.00%     1/15/2010       59.21
GMAC LLC              6.00%     2/15/2010       58.50
GMAC LLC              6.00%     2/15/2010       57.80
GMAC LLC              6.00%      4/1/2011       51.75
GMAC LLC              6.00%     7/15/2013       31.80
GMAC LLC              6.00%    11/15/2013       24.75
GMAC LLC              6.00%    12/15/2013       26.33
GMAC LLC              6.05%     3/15/2010       52.50
GMAC LLC              6.05%     8/15/2019       23.25
GMAC LLC              6.05%    10/15/2019       21.00
GMAC LLC              6.10%    11/15/2013       25.84
GMAC LLC              6.10%     9/15/2019       24.00
GMAC LLC              6.13%    10/15/2019       26.26
GMAC LLC              6.15%     3/15/2010       54.50
GMAC LLC              6.15%     9/15/2013       26.66
GMAC LLC              6.15%    11/15/2013       27.00
GMAC LLC              6.15%    12/15/2013       25.44
GMAC LLC              6.15%     9/15/2019       25.50
GMAC LLC              6.15%    10/15/2019       23.75
GMAC LLC              6.20%    11/15/2013       27.99
GMAC LLC              6.25%     3/15/2013       24.06
GMAC LLC              6.25%     7/15/2013       30.88
GMAC LLC              6.25%    10/15/2013       24.65
GMAC LLC              6.25%    11/15/2013       29.36
GMAC LLC              6.25%     7/15/2019       24.00
GMAC LLC              6.30%     3/15/2013       28.10
GMAC LLC              6.30%    10/15/2013       32.00
GMAC LLC              6.30%    11/15/2013       30.95
GMAC LLC              6.30%     8/15/2019       24.00
GMAC LLC              6.30%     8/15/2019       22.08
GMAC LLC              6.35%     5/15/2013       30.00
GMAC LLC              6.35%     7/15/2019       19.01
GMAC LLC              6.38%     6/15/2010       51.51
GMAC LLC              6.38%     1/15/2014       23.00
GMAC LLC              6.40%     3/15/2013       28.00
GMAC LLC              6.40%    11/15/2019       24.00
GMAC LLC              6.45%     2/15/2013       30.84
GMAC LLC              6.50%     6/15/2009       90.00
GMAC LLC              6.50%    10/15/2009       70.00
GMAC LLC              6.50%     3/15/2010       57.38
GMAC LLC              6.50%     5/15/2012       43.33
GMAC LLC              6.50%     7/15/2012       36.21
GMAC LLC              6.50%     2/15/2013       21.98
GMAC LLC              6.50%     3/15/2013       30.00
GMAC LLC              6.50%     4/15/2013       25.51
GMAC LLC              6.50%     5/15/2013       28.94
GMAC LLC              6.50%     6/15/2013       34.58
GMAC LLC              6.50%     8/15/2013       18.89
GMAC LLC              6.50%    11/15/2013       23.47
GMAC LLC              6.50%     1/15/2020       22.97
GMAC LLC              6.55%    12/15/2019       28.50
GMAC LLC              6.55%    12/15/2019       26.00
GMAC LLC              6.60%     8/15/2016       22.50
GMAC LLC              6.60%     6/15/2019       24.18
GMAC LLC              6.63%    10/15/2011       45.36
GMAC LLC              6.65%     2/15/2013       33.25
GMAC LLC              6.70%     6/15/2009       86.00
GMAC LLC              6.70%     7/15/2009       80.00
GMAC LLC              6.70%     5/15/2014       21.88
GMAC LLC              6.70%     6/15/2014       25.50
GMAC LLC              6.70%    11/15/2018       20.03
GMAC LLC              6.70%    12/15/2019       29.90
GMAC LLC              6.75%    11/15/2009       63.50
GMAC LLC              6.75%     9/15/2011       37.23
GMAC LLC              6.75%    10/15/2011       32.00
GMAC LLC              6.75%    10/15/2011       35.30
GMAC LLC              6.75%     7/15/2012       30.81
GMAC LLC              6.75%     9/15/2012       33.72
GMAC LLC              6.75%     9/15/2012       30.87
GMAC LLC              6.75%    10/15/2012       34.00
GMAC LLC              6.75%     4/15/2013       30.58
GMAC LLC              6.75%     4/15/2013       27.00
GMAC LLC              6.75%     6/15/2014       25.50
GMAC LLC              6.75%     7/15/2016       21.00
GMAC LLC              6.75%     8/15/2016       22.75
GMAC LLC              6.75%     9/15/2016       20.25
GMAC LLC              6.75%     6/15/2019       20.59
GMAC LLC              6.80%     7/15/2009       77.83
GMAC LLC              6.80%    11/15/2009       68.02
GMAC LLC              6.80%    12/15/2009       65.50
GMAC LLC              6.80%     2/15/2013       24.50
GMAC LLC              6.80%     4/15/2013       29.19
GMAC LLC              6.85%     7/15/2009       75.96
GMAC LLC              6.85%    10/15/2009       72.00
GMAC LLC              6.88%    10/15/2012       35.00
GMAC LLC              6.88%     4/15/2013       27.60
GMAC LLC              6.90%     6/15/2009       82.02
GMAC LLC              6.90%    12/15/2009       73.00
GMAC LLC              6.90%     6/15/2017       22.66
GMAC LLC              6.95%     8/15/2009       74.65
GMAC LLC              6.95%     6/15/2017       26.00
GMAC LLC              7.00%     7/15/2009       75.62
GMAC LLC              7.00%     8/15/2009       77.00
GMAC LLC              7.00%     9/15/2009       69.80
GMAC LLC              7.00%     9/15/2009       71.05
GMAC LLC              7.00%    10/15/2009       67.73
GMAC LLC              7.00%    10/15/2009       68.00
GMAC LLC              7.00%    11/15/2009       73.50
GMAC LLC              7.00%    11/15/2009       68.00
GMAC LLC              7.00%    12/15/2009       66.75
GMAC LLC              7.00%    12/15/2009       66.15
GMAC LLC              7.00%     1/15/2010       59.79
GMAC LLC              7.00%     3/15/2010       59.50
GMAC LLC              7.00%    10/15/2011       38.00
GMAC LLC              7.00%     9/15/2012       30.80
GMAC LLC              7.00%    10/15/2012       30.30
GMAC LLC              7.00%    11/15/2012       31.50
GMAC LLC              7.00%    12/15/2012       32.00
GMAC LLC              7.00%     1/15/2013       30.50
GMAC LLC              7.00%     7/15/2017       22.00
GMAC LLC              7.05%    10/15/2009       67.49
GMAC LLC              7.05%     3/15/2018       21.00
GMAC LLC              7.10%     9/15/2012       32.82
GMAC LLC              7.10%     1/15/2013       29.88
GMAC LLC              7.10%     1/15/2013       23.75
GMAC LLC              7.13%     8/15/2009       76.75
GMAC LLC              7.13%     8/15/2012       31.77
GMAC LLC              7.13%    12/15/2012       32.00
GMAC LLC              7.15%     8/15/2009       77.93
GMAC LLC              7.15%     8/15/2010       60.00
GMAC LLC              7.15%    11/15/2012       31.50
GMAC LLC              7.20%     8/15/2009       75.28
GMAC LLC              7.25%    11/15/2009       68.46
GMAC LLC              7.25%     1/15/2010       57.61
GMAC LLC              7.25%     8/15/2012       27.75
GMAC LLC              7.25%    12/15/2012       31.00
GMAC LLC              7.25%    12/15/2012       28.00
GMAC LLC              7.25%     9/15/2017       20.80
GMAC LLC              7.25%     9/15/2017       21.00
GMAC LLC              7.38%    11/15/2016       22.98
GMAC LLC              7.50%     9/15/2010       57.00
GMAC LLC              7.50%    10/15/2012       32.65
GMAC LLC              7.50%    11/15/2016       22.00
GMAC LLC              7.55%     8/15/2010       53.00
GMAC LLC              7.63%    11/15/2012       31.34
GMAC LLC              7.70%     8/15/2010       58.00
GMAC LLC              7.70%     8/15/2010       60.00
GMAC LLC              7.75%    10/15/2012       33.34
GMAC LLC              7.75%    10/15/2017       22.25
GMAC LLC              7.85%     8/15/2010       45.50
GMAC LLC              7.88%    11/15/2012       30.00
GMAC LLC              8.00%     6/15/2010       45.34
GMAC LLC              8.00%     6/15/2010       53.00
GMAC LLC              8.00%     6/15/2010       55.00
GMAC LLC              8.00%     7/15/2010       55.50
GMAC LLC              8.00%     7/15/2010       50.72
GMAC LLC              8.00%     9/15/2010       50.00
GMAC LLC              8.00%     9/15/2010       53.00
GMAC LLC              8.05%     4/15/2010       53.07
GMAC LLC              8.13%     9/15/2009       88.31
GMAC LLC              8.13%    11/15/2017       22.30
GMAC LLC              8.20%     7/15/2010       64.50
GMAC LLC              8.25%     9/15/2012       34.00
GMAC LLC              8.40%     4/15/2010       53.05
GMAC LLC              8.40%     8/15/2015       24.57
GMAC LLC              8.50%     5/15/2010       62.05
GMAC LLC              8.50%     5/15/2010       53.50
GMAC LLC              8.50%    10/15/2010       64.02
GMAC LLC              8.50%    10/15/2010       48.50
GMAC LLC              8.50%     8/15/2015       28.00
GMAC LLC              8.65%     8/15/2015       30.09
GMAC LLC              8.88%      6/1/2010       58.00
GMAC LLC              9.00%     7/15/2015       19.72
GMAC LLC              9.00%     7/15/2020       21.00
GREAT LAKES CHEM      7.00%     7/15/2009       27.00
GREENBRIER COS        2.38%     5/15/2026       28.00
HAIGHTS CROSS OP     11.75%     8/15/2011       38.63
HANNA (MA) CO         6.52%     2/23/2010       70.06
HARRAHS OPER CO       5.38%    12/15/2013       16.50
HARRAHS OPER CO       5.50%      7/1/2010       52.00
HARRAHS OPER CO       5.63%      6/1/2015       16.50
HARRAHS OPER CO       5.75%     10/1/2017       17.00
HARRAHS OPER CO       6.50%      6/1/2016       16.00
HARRAHS OPER CO       8.00%      2/1/2011       23.83
HARRAHS OPER CO      10.75%      2/1/2016       18.88
HARRAHS OPER CO      10.75%      2/1/2016       21.00
HARRAHS OPER CO      10.75%      2/1/2018       14.00
HARRY & DAVID OP      9.00%      3/1/2013       20.50
HAWAIIAN TELCOM       9.75%      5/1/2013        1.00
HAWKER BEECHCRAF      8.50%      4/1/2015       25.00
HAWKER BEECHCRAF      9.75%      4/1/2017       17.75
HEADWATERS INC        2.88%      6/1/2016       29.75
HERTZ CORP            6.35%     6/15/2010       59.00
HERTZ CORP            7.40%      3/1/2011       45.00
HERTZ CORP            7.63%      6/1/2012       42.00
HEXION US/NOVA        9.75%    11/15/2014       24.88
HILTON HOTELS         7.20%    12/15/2009       80.10
HILTON HOTELS         7.50%    12/15/2017       17.00
HINES NURSERIES      10.25%     10/1/2011       14.50
HUMAN GENOME          2.25%    10/15/2011       39.50
HUMAN GENOME          2.25%     8/15/2012       34.00
HUTCHINSON TECH       3.25%     1/15/2026       20.00
IDEARC INC            8.00%    11/15/2016        2.50
INCYTE CORP           3.50%     2/15/2011       51.67
INCYTE CORP LTD       3.50%     2/15/2011       51.06
INN OF THE MOUNT     12.00%    11/15/2010        9.00
INNOPHOS HOLDING      9.50%     4/15/2012       43.50
INTCOMEX INC         11.75%     1/15/2011       35.25
INTL LEASE FIN        4.88%      9/1/2010       67.50
INTL LEASE FIN        5.45%     3/24/2011       62.75
ISTAR FINANCIAL       5.13%      4/1/2011       46.25
ISTAR FINANCIAL       5.13%      4/1/2011       40.88
ISTAR FINANCIAL       5.15%      3/1/2012       38.00
ISTAR FINANCIAL       5.38%     4/15/2010       65.50
ISTAR FINANCIAL       5.50%     6/15/2012       37.00
ISTAR FINANCIAL       5.65%     9/15/2011       39.20
ISTAR FINANCIAL       5.70%      3/1/2014       27.50
ISTAR FINANCIAL       5.80%     3/15/2011       49.00
ISTAR FINANCIAL       5.95%    10/15/2013       28.00
ISTAR FINANCIAL       6.00%    12/15/2010       59.50
ISTAR FINANCIAL       6.50%    12/15/2013       29.00
ISTAR FINANCIAL       8.63%      6/1/2013       33.50
JAZZ TECHNOLOGIE      8.00%    12/31/2011       22.25
JEFFERSON SMURFI      7.50%      6/1/2013       13.00
JEFFERSON SMURFI      8.25%     10/1/2012       13.00
K HOVNANIAN ENTR      6.38%    12/15/2014       25.94
K HOVNANIAN ENTR      6.50%     1/15/2014       28.00
K HOVNANIAN ENTR      7.75%     5/15/2013       24.00
K HOVNANIAN ENTR      8.00%      4/1/2012       36.00
K HOVNANIAN ENTR      8.63%     1/15/2017       27.00
K HOVNANIAN ENTR      8.88%      4/1/2012       36.94
KAISER ALUMINUM      12.75%      2/1/2003        6.25
KELLWOOD CO           7.63%    10/15/2017        5.50
KEMET CORP            2.25%    11/15/2026       14.50
KEYSTONE AUTO OP      9.75%     11/1/2013       20.75
KKR FINANCIAL         7.00%     7/15/2012       32.50
KNIGHT RIDDER         4.63%     11/1/2014       15.00
KNIGHT RIDDER         5.75%      9/1/2017       12.00
KNIGHT RIDDER         6.88%     3/15/2029       12.00
KNIGHT RIDDER         7.13%      6/1/2011       14.00
KNIGHT RIDDER         7.15%     11/1/2027       14.25
LANDAMERICA           3.13%    11/15/2033       11.52
LANDAMERICA           3.25%     5/15/2034       12.25
LANDRY'S RESTAUR      9.50%    12/15/2014       98.10
LAZYDAYS RV          11.75%     5/15/2012        4.90
LEAR CORP             5.75%      8/1/2014       23.00
LEAR CORP             8.50%     12/1/2013       20.50
LEAR CORP             8.75%     12/1/2016       19.00
LECROY CORP           4.00%    10/15/2026       38.75
LEHMAN BROS HLDG      1.50%     3/23/2012        9.50
LEHMAN BROS HLDG      3.95%    11/10/2009       13.00
LEHMAN BROS HLDG      4.00%     4/16/2019        7.16
LEHMAN BROS HLDG      4.25%     1/27/2010       10.50
LEHMAN BROS HLDG      4.38%    11/30/2010       12.00
LEHMAN BROS HLDG      4.50%     7/26/2010       10.10
LEHMAN BROS HLDG      4.70%      3/6/2013        8.80
LEHMAN BROS HLDG      4.80%     3/13/2014       11.00
LEHMAN BROS HLDG      4.80%     6/24/2023        8.50
LEHMAN BROS HLDG      5.00%     1/14/2011       10.89
LEHMAN BROS HLDG      5.00%     1/22/2013        6.25
LEHMAN BROS HLDG      5.00%     2/11/2013        8.32
LEHMAN BROS HLDG      5.00%     3/27/2013        9.00
LEHMAN BROS HLDG      5.00%      8/5/2015        6.00
LEHMAN BROS HLDG      5.00%    12/18/2015        4.10
LEHMAN BROS HLDG      5.00%     5/28/2023        8.25
LEHMAN BROS HLDG      5.00%     5/30/2023        7.25
LEHMAN BROS HLDG      5.00%     6/10/2023        9.00
LEHMAN BROS HLDG      5.00%     6/17/2023        7.00
LEHMAN BROS HLDG      5.10%     1/28/2013        8.50
LEHMAN BROS HLDG      5.10%     2/15/2020        7.00
LEHMAN BROS HLDG      5.15%      2/4/2015        7.13
LEHMAN BROS HLDG      5.20%     5/13/2020        7.18
LEHMAN BROS HLDG      5.25%      2/6/2012       11.00
LEHMAN BROS HLDG      5.25%     2/11/2015        4.00
LEHMAN BROS HLDG      5.25%      3/8/2020        7.25
LEHMAN BROS HLDG      5.25%     5/20/2023        6.06
LEHMAN BROS HLDG      5.35%     2/25/2018        7.00
LEHMAN BROS HLDG      5.35%     3/13/2020        9.00
LEHMAN BROS HLDG      5.35%     6/14/2030        6.00
LEHMAN BROS HLDG      5.38%      5/6/2023        7.06
LEHMAN BROS HLDG      5.40%      3/6/2020        6.00
LEHMAN BROS HLDG      5.40%     3/20/2020        8.50
LEHMAN BROS HLDG      5.40%     3/30/2029        9.25
LEHMAN BROS HLDG      5.40%     6/21/2030        7.63
LEHMAN BROS HLDG      5.45%     3/15/2025        8.67
LEHMAN BROS HLDG      5.45%      4/6/2029        7.00
LEHMAN BROS HLDG      5.45%     2/22/2030        7.63
LEHMAN BROS HLDG      5.45%     7/19/2030        7.13
LEHMAN BROS HLDG      5.45%     9/20/2030        9.00
LEHMAN BROS HLDG      5.50%      4/4/2016       12.00
LEHMAN BROS HLDG      5.50%      2/4/2018        8.50
LEHMAN BROS HLDG      5.50%     2/19/2018        7.10
LEHMAN BROS HLDG      5.50%     11/4/2018        7.06
LEHMAN BROS HLDG      5.50%     2/27/2020        7.50
LEHMAN BROS HLDG      5.50%     3/14/2023        7.25
LEHMAN BROS HLDG      5.50%      4/8/2023        6.06
LEHMAN BROS HLDG      5.50%     4/15/2023        6.40
LEHMAN BROS HLDG      5.50%     4/23/2023        7.63
LEHMAN BROS HLDG      5.50%      8/5/2023        4.95
LEHMAN BROS HLDG      5.50%     10/7/2023        7.25
LEHMAN BROS HLDG      5.50%     1/27/2029        8.00
LEHMAN BROS HLDG      5.50%      2/3/2029        6.63
LEHMAN BROS HLDG      5.50%      8/2/2030        7.50
LEHMAN BROS HLDG      5.55%     2/11/2018        9.25
LEHMAN BROS HLDG      5.55%      3/9/2029        4.15
LEHMAN BROS HLDG      5.55%     1/25/2030        7.25
LEHMAN BROS HLDG      5.55%     9/27/2030        7.25
LEHMAN BROS HLDG      5.55%    12/31/2034        7.25
LEHMAN BROS HLDG      5.60%     1/22/2018        6.00
LEHMAN BROS HLDG      5.60%     2/17/2029        9.25
LEHMAN BROS HLDG      5.60%     2/24/2029        5.00
LEHMAN BROS HLDG      5.60%      3/2/2029        7.50
LEHMAN BROS HLDG      5.60%     2/25/2030        7.00
LEHMAN BROS HLDG      5.60%      5/3/2030        7.76
LEHMAN BROS HLDG      5.63%     1/24/2013       12.05
LEHMAN BROS HLDG      5.63%     3/15/2030        7.13
LEHMAN BROS HLDG      5.65%    11/23/2029        7.25
LEHMAN BROS HLDG      5.65%     8/16/2030        8.00
LEHMAN BROS HLDG      5.65%    12/31/2034        7.50
LEHMAN BROS HLDG      5.70%     1/28/2018        7.41
LEHMAN BROS HLDG      5.70%     2/10/2029        7.25
LEHMAN BROS HLDG      5.70%     4/13/2029        7.13
LEHMAN BROS HLDG      5.70%      9/7/2029        7.18
LEHMAN BROS HLDG      5.70%    12/14/2029        6.00
LEHMAN BROS HLDG      5.75%     4/25/2011       12.10
LEHMAN BROS HLDG      5.75%     7/18/2011       11.25
LEHMAN BROS HLDG      5.75%     5/17/2013       11.00
LEHMAN BROS HLDG      5.75%      1/3/2017        0.01
LEHMAN BROS HLDG      5.75%     3/27/2023        9.05
LEHMAN BROS HLDG      5.75%     9/16/2023        9.00
LEHMAN BROS HLDG      5.75%    10/15/2023        7.46
LEHMAN BROS HLDG      5.75%    10/21/2023        7.13
LEHMAN BROS HLDG      5.75%    11/12/2023        8.50
LEHMAN BROS HLDG      5.75%    11/25/2023        9.00
LEHMAN BROS HLDG      5.75%    12/16/2028        8.51
LEHMAN BROS HLDG      5.75%    12/23/2028        7.00
LEHMAN BROS HLDG      5.75%     8/24/2029        7.00
LEHMAN BROS HLDG      5.75%     9/14/2029        7.25
LEHMAN BROS HLDG      5.75%    10/12/2029        6.30
LEHMAN BROS HLDG      5.75%     3/29/2030        7.13
LEHMAN BROS HLDG      5.80%      9/3/2020        4.33
LEHMAN BROS HLDG      5.80%    10/25/2030        7.25
LEHMAN BROS HLDG      5.85%     11/8/2030        3.96
LEHMAN BROS HLDG      5.88%    11/15/2017       10.00
LEHMAN BROS HLDG      5.90%      5/4/2029        7.00
LEHMAN BROS HLDG      5.90%      2/7/2031        7.13
LEHMAN BROS HLDG      5.95%    12/20/2030        5.00
LEHMAN BROS HLDG      6.00%     7/19/2012       10.50
LEHMAN BROS HLDG      6.00%     1/22/2020        9.25
LEHMAN BROS HLDG      6.00%     2/12/2020        7.20
LEHMAN BROS HLDG      6.00%     1/29/2021        3.00
LEHMAN BROS HLDG      6.00%    10/23/2028        7.50
LEHMAN BROS HLDG      6.00%    11/18/2028        7.13
LEHMAN BROS HLDG      6.00%     5/11/2029        7.25
LEHMAN BROS HLDG      6.00%     7/20/2029        8.50
LEHMAN BROS HLDG      6.00%     4/30/2034        7.21
LEHMAN BROS HLDG      6.00%     7/30/2034        7.50
LEHMAN BROS HLDG      6.00%     2/21/2036        7.25
LEHMAN BROS HLDG      6.00%     2/24/2036        6.93
LEHMAN BROS HLDG      6.05%     6/29/2029        1.12
LEHMAN BROS HLDG      6.10%     8/12/2023        7.00
LEHMAN BROS HLDG      6.15%     4/11/2031        7.25
LEHMAN BROS HLDG      6.20%     9/26/2014       13.00
LEHMAN BROS HLDG      6.20%     6/15/2027        8.50
LEHMAN BROS HLDG      6.20%     5/25/2029        7.13
LEHMAN BROS HLDG      6.25%      2/5/2021        4.02
LEHMAN BROS HLDG      6.25%     2/22/2023        6.26
LEHMAN BROS HLDG      6.30%     3/27/2037        8.25
LEHMAN BROS HLDG      6.40%    10/11/2022        8.02
LEHMAN BROS HLDG      6.50%     2/28/2023        8.50
LEHMAN BROS HLDG      6.50%      3/6/2023        8.50
LEHMAN BROS HLDG      6.50%    10/18/2027        6.90
LEHMAN BROS HLDG      6.50%    10/25/2027        8.57
LEHMAN BROS HLDG      6.50%     1/17/2033        3.09
LEHMAN BROS HLDG      6.50%    12/22/2036        8.50
LEHMAN BROS HLDG      6.50%     2/13/2037        8.50
LEHMAN BROS HLDG      6.50%     6/21/2037        7.25
LEHMAN BROS HLDG      6.50%     7/13/2037        8.06
LEHMAN BROS HLDG      6.60%     10/3/2022        8.01
LEHMAN BROS HLDG      6.63%     1/18/2012       13.13
LEHMAN BROS HLDG      6.63%     7/27/2027       12.50
LEHMAN BROS HLDG      6.75%      7/1/2022        4.67
LEHMAN BROS HLDG      6.75%    11/22/2027        9.00
LEHMAN BROS HLDG      6.75%     3/11/2033        7.63
LEHMAN BROS HLDG      6.75%    10/26/2037        7.63
LEHMAN BROS HLDG      6.80%      9/7/2032        6.38
LEHMAN BROS HLDG      6.85%     8/16/2032        7.63
LEHMAN BROS HLDG      6.88%      5/2/2018       14.00
LEHMAN BROS HLDG      6.88%     7/17/2037        0.00
LEHMAN BROS HLDG      6.90%      9/1/2032        6.70
LEHMAN BROS HLDG      7.00%     5/12/2023        7.50
LEHMAN BROS HLDG      7.00%     9/27/2027       12.00
LEHMAN BROS HLDG      7.00%     10/4/2032        8.50
LEHMAN BROS HLDG      7.00%     7/27/2037        9.25
LEHMAN BROS HLDG      7.00%     9/28/2037       11.00
LEHMAN BROS HLDG      7.00%    11/16/2037        8.25
LEHMAN BROS HLDG      7.00%    12/28/2037        8.50
LEHMAN BROS HLDG      7.00%     1/31/2038        9.00
LEHMAN BROS HLDG      7.00%      2/1/2038        7.75
LEHMAN BROS HLDG      7.00%      2/7/2038       10.13
LEHMAN BROS HLDG      7.00%      2/8/2038        7.63
LEHMAN BROS HLDG      7.00%     4/22/2038        7.00
LEHMAN BROS HLDG      7.10%     3/25/2038        7.25
LEHMAN BROS HLDG      7.25%     2/27/2038        6.00
LEHMAN BROS HLDG      7.25%     4/29/2038        9.00
LEHMAN BROS HLDG      7.35%      5/6/2038        9.00
LEHMAN BROS HLDG      7.73%    10/15/2023        9.10
LEHMAN BROS HLDG      7.88%     8/15/2010       11.50
LEHMAN BROS HLDG      8.05%     1/15/2019        8.06
LEHMAN BROS HLDG      8.50%      8/1/2015       12.00
LEHMAN BROS HLDG      8.50%     6/15/2022        8.09
LEHMAN BROS HLDG      8.80%      3/1/2015       12.00
LEHMAN BROS HLDG      8.92%     2/16/2017       10.00
LEHMAN BROS HLDG      9.50%    12/28/2022        6.00
LEHMAN BROS HLDG      9.50%     1/30/2023        4.13
LEHMAN BROS HLDG      9.50%     2/27/2023        9.00
LEHMAN BROS HLDG     10.00%     3/13/2023        6.00
LEHMAN BROS HLDG     10.38%     5/24/2024        6.16
LEHMAN BROS HLDG     11.00%    10/25/2017        7.13
LEHMAN BROS HLDG     11.00%     6/22/2022        7.75
LEHMAN BROS HLDG     11.50%     9/26/2022        6.60
LIFETIME BRANDS       4.75%     7/15/2011       43.50
LINCOLN NATL CRP      6.05%     4/20/2067       15.00
LOCAL INSIGHT        11.00%     12/1/2017       23.50
MAGMA DESIGN          2.00%     5/15/2010       62.50
MAGNA ENTERTAINM      8.55%     6/15/2010       14.05
MAJESTIC STAR         9.50%    10/15/2010       26.00
MAJESTIC STAR         9.75%     1/15/2011        3.00
MANDALAY RESORT       6.38%    12/15/2011       36.50
MANDALAY RESORT       6.50%     7/31/2009       68.50
MANDALAY RESORTS      9.38%     2/15/2010       30.05
MASHANTUCKET PEQ      8.50%    11/15/2015       16.63
MASONITE CORP        11.00%      4/6/2015        2.50
MEDIANEWS GROUP       6.38%      4/1/2014       99.98
MERCER INTL INC       9.25%     2/15/2013       31.00
MERISANT CO           9.50%     7/15/2013        1.88
MERIX CORP            4.00%     5/15/2013       25.56
METALDYNE CORP       11.00%     6/15/2012       11.29
MGM MIRAGE            6.00%     10/1/2009       61.00
MGM MIRAGE            6.75%      9/1/2012       38.50
MGM MIRAGE            6.75%      4/1/2013       27.38
MGM MIRAGE            6.75%      4/1/2013       38.56
MGM MIRAGE            8.38%      2/1/2011       21.20
MGM MIRAGE            8.50%     9/15/2010       46.75
MILACRON ESCROW      11.50%     5/15/2011       20.50
MILLENNIUM AMER       7.63%    11/15/2026        1.50
MOHEGAN TRIBAL        6.38%     7/15/2009       90.75
MOHEGAN TRIBAL        6.88%     2/15/2015       32.50
MOHEGAN TRIBAL        8.00%      4/1/2012       40.50
MOHEGAN TRIBAL        8.38%      7/1/2011       40.50
MOMENTIVE PERFOR      9.75%     12/1/2014       29.75
MOMENTIVE PERFOR     11.50%     12/1/2016       18.75
MORRIS PUBLISH        7.00%      8/1/2013        6.00
MRS FIELDS           10.00%    10/24/2014       25.00
MTR GAMING GROUP      9.75%      4/1/2010       71.38
NATL FINANCIAL        0.75%      2/1/2012       34.44
NCI BLDG SYSTEMS      2.13%    11/15/2024       58.00
NCO GROUP INC        11.88%    11/15/2014       10.00
NEENAH FOUNDRY        9.50%      1/1/2017       26.50
NEIMAN MARCUS        10.38%    10/15/2015       35.00
NELNET INC            5.13%      6/1/2010       64.50
NETWORK COMMUNIC     10.75%     12/1/2013       15.00
NEW ENG TEL&TEL       5.88%     4/15/2009      100.02
NEW PLAN EXCEL        4.50%      2/1/2011       55.25
NEW PLAN EXCEL        7.50%     7/30/2029        9.10
NEW PLAN REALTY       6.90%     2/15/2028        9.02
NEW PLAN REALTY       7.65%     11/2/2026       19.50
NEW PLAN REALTY       7.68%     11/2/2026        9.02
NEW PLAN REALTY       7.97%     8/14/2026       17.00
NEWPAGE CORP         10.00%      5/1/2012       38.25
NEWPAGE CORP         12.00%      5/1/2013       22.25
NORTEK INC            8.50%      9/1/2014       11.00
NORTH ATL TRADNG      9.25%      3/1/2012       19.50
NORTHERN TEL CAP      7.88%     6/15/2026       13.69
NTK HOLDINGS INC      0.00%      3/1/2014        7.50
NUVEEN INVEST         5.00%     9/15/2010       60.75
NUVEEN INVEST         5.50%     9/15/2015       22.00
NUVEEN INVESTM       10.50%    11/15/2015       30.75
OLD EVANGELINE       13.00%      3/1/2010       78.88
OSI RESTAURANT       10.00%     6/15/2015       32.50
OUTBOARD MARINE       9.13%     4/15/2017        3.00
PALM HARBOR           3.25%     5/15/2024       29.50
PANOLAM INDUSTRI     10.75%     10/1/2013        3.00
PARK PLACE ENT        7.88%     3/15/2010       52.50
PARK PLACE ENT        8.13%     5/15/2011       42.25
PERKINS & MARIE      14.00%     5/31/2013       41.88
PILGRIMS PRIDE        9.25%    11/15/2013       25.00
PLIANT CORP          11.63%     6/15/2009       40.38
PLY GEM INDS          9.00%     2/15/2012       27.50
PLY GEM INDS         11.75%     6/15/2013       44.00
POLYONE CORP          8.88%      5/1/2012       44.00
POTLATCH CORP        12.50%     12/1/2009       85.75
POWERWAVE TECH        1.88%    11/15/2024       25.50
POWERWAVE TECH        3.88%     10/1/2027       17.00
PRIMUS TELECOM        3.75%     9/15/2010        2.63
PRIMUS TELECOM        8.00%     1/15/2014        7.13
PRIMUS TELECOMM      14.25%     5/20/2011       39.75
QUALITY DISTRIBU      9.00%    11/15/2010       39.00
RADIAN GROUP          7.75%      6/1/2011       55.27
RADIO ONE INC         6.38%     2/15/2013       18.00
RADIO ONE INC         8.88%      7/1/2011       32.00
RAFAELLA APPAREL     11.25%     6/15/2011       16.75
RATHGIBSON INC       11.25%     2/15/2014       23.25
RAYOVAC CORP          8.50%     10/1/2013       11.11
READER'S DIGEST       9.00%     2/15/2017       10.13
REALOGY CORP         10.50%     4/15/2014       28.75
REALOGY CORP         12.38%     4/15/2015       17.63
REALOGY CORP         12.38%     4/15/2015       18.50
RENTECH INC           4.00%     4/15/2013       18.50
RESIDENTIAL CAP       8.00%     2/22/2011       36.13
RESIDENTIAL CAP       8.50%      6/1/2012       16.93
RESIDENTIAL CAP       8.50%     4/17/2013       14.10
RESIDENTIAL CAP       8.38%     6/30/2010       44.94
RESIDENTIAL CAP       8.50%     5/15/2010       73.12
RESTAURANT CO        10.00%     10/1/2013       40.38
RH DONNELLEY          6.88%     1/15/2013        4.75
RH DONNELLEY          6.88%     1/15/2013        4.50
RH DONNELLEY          6.88%     1/15/2013        4.70
RH DONNELLEY          8.88%     1/15/2016        5.56
RH DONNELLEY          8.88%    10/15/2017        4.81
RH DONNELLEY INC     11.75%     5/15/2015       13.75
RITE AID CORP         6.88%     8/15/2013       23.50
RITE AID CORP         6.88%    12/15/2028       17.38
RITE AID CORP         7.70%     2/15/2027       16.50
RITE AID CORP         8.13%      5/1/2010       20.00
RITE AID CORP         8.50%     5/15/2015       29.38
RITE AID CORP         8.63%      3/1/2015       26.63
RITE AID CORP         9.38%    12/15/2015       29.25
RITE AID CORP         9.50%     6/15/2017       28.50
RIVER ROCK ENT        9.75%     11/1/2011       54.50
RJ TOWER CORP        12.00%      6/1/2013        1.00
ROUSE CO LP/TRC       6.75%      5/1/2013       28.75
ROUSE COMPANY         5.38%    11/26/2013       28.31
ROUSE COMPANY         7.20%     9/15/2012       28.44
SABRE HOLDINGS        7.35%      8/1/2011       54.00
SALEM COMM HLDG       7.75%    12/15/2010       30.50
SANMINA-SCI CORP      6.75%      3/1/2013       39.00
SEQUA CORP           11.75%     12/1/2015       15.50
SIMMONS CO            7.88%     1/15/2014       15.75
SINCLAIR BROAD        3.00%     5/15/2027       55.00
SINCLAIR BROAD        6.00%     9/15/2012       28.00
SIRIUS SATELLITE      3.25%    10/15/2011       39.75
SIRIUS SATELLITE      9.63%      8/1/2013       45.88
SIX FLAGS INC         4.50%     5/15/2015        7.05
SIX FLAGS INC         9.63%      6/1/2014        8.75
SIX FLAGS INC         9.75%     4/15/2013        8.00
SMURFIT-STONE         8.00%     3/15/2017       13.00
SNOQUALMIE            9.13%      2/1/2015       25.88
SONIC AUTOMOTIVE      5.25%      5/7/2009       51.00
SONIC AUTOMOTIVE      8.63%     8/15/2013       28.50
SPACEHAB INC          5.50%    10/15/2010       52.10
SPECTRUM BRANDS       7.38%      2/1/2015       26.00
SPECTRUM BRANDS      12.50%     10/2/2013       26.88
SPHERIS INC          11.00%    12/15/2012       37.50
STALLION OILFIEL      9.75%      2/1/2015       12.13
STANDARD MTR          6.75%     7/15/2009       72.75
STANLEY-MARTIN        9.75%     8/15/2015       28.88
STATION CASINOS       6.00%      4/1/2012       32.00
STATION CASINOS       6.50%      2/1/2014        2.50
STATION CASINOS       6.63%     3/15/2018        1.75
STATION CASINOS       6.88%      3/1/2016        3.00
STONE CONTAINER       8.38%      7/1/2012       13.25
SWIFT TRANS CO       12.50%     5/15/2017       19.25
TEKNI-PLEX INC       12.75%     6/15/2010       66.75
TENNECO AUTOMOT       8.63%    11/15/2014       17.00
TENNECO INC           8.13%    11/15/2015       23.00
THORNBURG MTG         8.00%     5/15/2013        2.08
THORNBURG MTGE       12.00%     3/31/2015       37.63
TIMES MIRROR CO       6.61%     9/15/2027        2.60
TIMES MIRROR CO       7.25%      3/1/2013        3.75
TIMES MIRROR CO       7.25%    11/15/2096        3.50
TIMES MIRROR CO       7.50%      7/1/2023        3.00
TOUSA INC             7.50%     3/15/2011        1.00
TOUSA INC             9.00%      7/1/2010        2.00
TOYS R US             7.63%      8/1/2011       45.06
TOYS R US             7.88%     4/15/2013       37.50
TOYS R US DEL         8.75%      9/1/2021       15.00
TRANS-LUX CORP        8.25%      3/1/2012       25.10
TRANSMERIDIAN EX     12.00%    12/15/2010        6.50
TRAVELPORT LLC       11.88%      9/1/2016       32.00
TRIBUNE CO            4.88%     8/15/2010        5.10
TRIBUNE CO            5.25%     8/15/2015        3.00
TRIBUNE CO            5.67%     12/8/2008        2.50
TRICO MARINE          3.00%     1/15/2027       14.00
TRICO MARINE SER      6.50%     5/15/2028       29.00
TRIMAS CORP           9.88%     6/15/2012       50.00
TRONOX WORLDWIDE      9.50%     12/1/2012       12.00
TRUE TEMPER           8.38%     9/15/2011       33.00
TRUMP ENTERTNMNT      8.50%      6/1/2015        7.00
TUBE CITY IMS         9.75%      2/1/2015       15.25
UAL CORP              4.50%     6/30/2021       33.83
UAL CORP              5.00%      2/1/2021       41.75
UNISYS CORP           6.88%     3/15/2010       44.00
UNISYS CORP           8.00%    10/15/2012       27.25
UNISYS CORP           8.50%    10/15/2015       24.00
UNISYS CORP          12.50%     1/15/2016       29.20
UNITED COMPONENT      9.38%     6/15/2013       41.50
UNIV CITY FL HLD      8.38%      5/1/2010       32.00
US LEASING INTL       6.00%      9/6/2011       46.00
USFREIGHTWAYS         8.50%     4/15/2010       44.00
VERASUN ENERGY        9.38%      6/1/2017        5.00
VERENIUM CORP         5.50%      4/1/2027       25.50
VERSO PAPER          11.38%      8/1/2016       24.25
VIASYSTEMS INC       10.50%     1/15/2011       65.00
VICORP RESTAURNT     10.50%     4/15/2011        3.00
VISTEON CORP          7.00%     3/10/2014        8.00
VISTEON CORP         12.25%    12/31/2016        4.88
VITESSE SEMICOND      1.50%     10/1/2024       50.03
VOUGHT AIRCRAFT       8.00%     7/15/2011       38.00
WASH MUT BANK FA      6.88%     6/15/2011        0.01
WASH MUT BANK NV      5.55%     6/16/2010       26.00
WASH MUTUAL INC       4.20%     1/15/2010       80.63
WASH MUTUAL INC       8.25%      4/1/2010       50.50
WCI COMMUNITIES       4.00%      8/5/2023        2.10
WCI COMMUNITIES       6.63%     3/15/2015        2.00
WCI COMMUNITIES       7.88%     10/1/2013        0.75
WELLS FARGO CO        3.55%      5/1/2009       95.50
WII COMPONENTS       10.00%     2/15/2012       45.00
WILLIAM LYONS         7.50%     2/15/2014       13.00
WILLIAM LYONS         7.63%    12/15/2012       17.55
WILLIAM LYONS        10.75%      4/1/2013       20.00
WIMAR OP LLC/FIN      9.63%    12/15/2014        1.76
XM SATELLITE         10.00%    12/31/2009       38.00
XM SATELLITE         13.00%      8/1/2013       46.75



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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