TCR_Public/090407.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, April 7, 2009, Vol. 13, No. 96

                            Headlines


11500 LLC: Section 341(a) Meeting Slated for April 28 in Missouri
155 EAST TROPICANA: Grace Period Ends May 1; Chapter 11 Possible
A.T. REYNOLDS: Boreal Closes Deal to Acquire Bankruptcy Assets
A&A ASSOCIATES: Files for Chapter 11 Bankruptcy Protection
AES CORPORATION: Fitch Affirms 'B+' Issuer Default Rating

AES CORPORATION: Fitch Assigns 'BB' Rating on $535 Mil. Notes
ALBERT LINDLEY: Case Summary & 19 Largest Unsecured Creditors
ANESIVA INC: Ernst & Young Raises Going Concern Doubt
ANESIVA INC: Issues 7% Notes Due 2010 to Raise $2.5 Million
ARROWHEAD GENERAL: S&P Puts 'B-' Corporate Rating on Neg. Watch

ASARCO LLC: Expects 70%-75% Initial Distribution for Creditors
ATA AIRLINES: Wins Confirmation of Bankruptcy Exit Plan
BANK OF AMERICA: Moody to Review CBP Following 'D' FS Rating
BASIN WATER: Must Find Buyer or Investor; May File for Bankruptcy
BEARINGPOINT INC: Closed Door Hearing on Deloitte Sale

BELLEAIR CONVERSION: Section 341(a) Meeting Slated for May 5
BERMUDA BAY: Case Summary & 12 Largest Unsecured Creditors
BERNARD L. MADOFF: J. Ezra Merkin Sued for Lying to Investors
BIOPURE CORP: Receives Non-Compliance Notice From NASDAQ
BLOOMSOUTH FLOORING: Files for Chapter 11 Bankruptcy Protection

BORDERS GROUP: Refocuses on Books to Revitalize Sales
BRITISH VITA: To Meet with Creditors for Debt-for-Equity Exchange
BSC DEVELOPMENT: Sent to Chapter 11 by Park Lane Catering
BUCKHEAD COMMUNITY: Defers Quarterly Interest Payments on TruPS
BUCKHEAD COMMUNITY: Not Well Capitalized; "Going Concern" Raised

BUFFETS INC: Moody's Assigns 'Caa1' Corporate Family Rating
CALIFORNIA STATE: Names L. Chick as $50-Bil Stimulus Fund Watchdog
CALPINE CORP: To Pursue Buy Back of $7-Bil. Bankr. Exit Loan
CAPA MANUFACTURING: Voluntary Chapter 11 Case Summary
CELL THERAPEUTICS: Meets NASDAQ Requirements on Continued Trading

CHARLES SILLER: Case Summary & 17 Largest Unsecured Creditors
CHILDREN'S MUSEUM: Will File for Chapter 7 Bankruptcy Protection
CHRYSLER LLC: Lenders Back Plan to Join Supplier Aid Program
CHRYSLER LLC: To Get Continue Getting Parts From Transcast
CITIGROUP INC: Consumer Business Chief to Retire After 30 Years

COACHMEN INDUSTRIES: Stock Suspended from NYSE Trading
CONSECO INC: Lacks Liquidity to Pay Off Debt in Case of Default
CPG INTERNATIONAL: S&P Downgrades Issue-Level Ratings to 'B-'
EXPRESS ENERGY: S&P Downgrades Corporate Credit Rating to 'CCC'
CRUSADER ENERGY: Bankruptcy Filing Cues Default Under Loan Pacts

CRUSADER ENERGY: Wants Jefferies & Company as Financial Advisors
DIPLOMAT CONSTRUCTION: Case Summary & 4 Largest Unsec. Creditors
DM INDUSTRIES: Comerica Loan Okayed on Interim; Sets Quick Sale
DM INDUSTRIES: Sampler Auctions Inventory Hydrotherapy Products
DM INDUSTRIES: Wants Berger Singerman as Bankruptcy Counsel

DRUG FAIR GROUP: Hudson Capital to Conduct GOB Sales at 22 Stores
ECONOMIC DEVELOPMENT: Fitch Cuts Outstanding Ratings to 'BB+'
FAIRFAX FINANCIAL: Fitch Affirms Senior Debt Rating at 'BB+'
FELCOR LODGING: Moody's Downgrades Senior Debt Rating to 'B2'
FLEXIBLE PACKAGING: Taps Wigberto Lugo Mende as Bankr. Counsel

FORD MOTOR: Investors to Swap $9.9BB in Debt for Cash & Stock
FRANKLIN CLO: Fitch Junks Rating on $16 Mil. Class D Notes
FRONTIER COMMUNICATIONS: Moody's Puts Ba2 Rating on $300MM Notes
FRONTIER COMMUNICATIONS: S&P Assigns 'BB' Unsecured Debt Rating
FUSION TELECOM: Rothstein Kass Raises Going Concern Doubt

GENERAL MOTORS: March 2009 Total Sales Off 45% From A Year Ago
GENERAL MOTORS: Still Hopes for Out-of-Court Restructuring
GENERAL MOTORS: Obama Urged to Fire UAW President Ron Gettlefinger
GENERAL MOTORS: Korean Unit 'Optimistic' About Aid
GENERAL MOTORS: Saab Needs "Serious" Business Plan

GENERAL MOTORS: To Get Continue Getting Parts From Transcast
GREEN VALLEY: Station Casinos Q4 Issue Cues S&P's Junk Rating
HARRAH'S ENTERTAINMENT: CalPERS' $1.7-Billion Bet in Apollo Sours
HARTMANN PROPERTIES: Section 341(a) Meeting Slated for April 30
HARVEST OIL: Seeks to Access Macquarie-Wayzata Cash Collateral

HERITAGE LAND: Wants Until May 29 to File Schedules & Statements
INNERDOORWAY: American Securities & ACI Capital Acquires Firm
ION GEOPHYSICAL: Moody's Cuts Corporate Family Rating to 'B3'
JEFFERSON COUNTY: Budget Officer Slams Senate Tax Proposal
JOHN BAYLESS: Case Summary & 20 Largest Unsecured Creditors

KRATON POLYMERS: Buys & Retires $30MM Face Value of $200MM Notes
KRATON POLYMERS: 8K Disclosure Prompts S&P's Rating Cut to 'SD'
L-3 COMMUNICATIONS: Moody's Affirms 'Ba2' Corporate Family Rating
LINENS 'N THINGS: CalPERS' $1.7-Billion Bet in Apollo Sours
M W SEWALL: Taps Marcus Clegg as Counsel, U.S. Trustee Objects

M W SEWALL: U.S. Trustee Sets Section 341 Meeting for April 30
MAGNA ENTERTAINMENT: Agrees to Hire Chief Restructuring Officer
MASSACHUSETTS DEVELOPMENT: S&P Withdraws Rating on Issuer Request
MAXXAM INC: Palco Issues Cue Grant Thornton's Going Concern Doubt
MERUELO MADDUX: Receives Delisting Notification From Nasdaq

MGM MIRAGE: Files Correct Version of 2005 Amended Incentive Plan
MGM MIRAGE: Asks CityCenter Lenders to Extend April 13 Waiver
MICRON TECHNOLOGY: Posts $751MM Net Loss in Second Quarter 2009
MILLAR WESTERN: Moody's Downgrades Corporate Family Rating to 'B3'
MUZAK HOLDINGS: To Emerge From Ch 11 in Tough Spot, Says Miller

NATIONAL CENTURY: Credit Suisse's Bid to Dismiss Claims Denied
NATURAL RESOURCES: S&P Gives Negative Outlook; Keeps 'BB+' Rating
NEW CENTURY FINANCIAL: KPMG Sued by Trustee Over Demise
NEW CENTURY: Trustee Wants to Recoup $150MM From Ex-Directors
NEXSTAR BROADCASTING: S&P Raises Corporate Credit Rating to 'B-'

NORTHSTAR CBO: Fitch Changes Ratings on Class A-3 to 'C/RR6'
NY CITY INDUSTRIAL: Moody's Cuts Rating on Bonds to 'Ba2'
OMNI JOINT: Case Summary & 20 Largest Unsecured Creditors
PACIFIC LUMBER: Plan Issues Cloud Former Parent MAXXAM's Future
PANOLAM INDUSTRIES: Gets Lenders' Forbearance Until June 12

PARK AT ASPEN: Case Summary & Two Largest Unsecured Creditors
PORTA SYSTEMS: Issues Bankruptcy Warning Citing Slow Demand
QIMONDA NA: To Sell Assets Related to Semiconductor Business
QUANTUM CORP: $142 Mil. Tender Offer Prompts S&P's Junk Rating
RHODES COS: Chapter 11 Filing Cues S&P's Rating Cut to 'D'

RITZ CAMERA: Will Close 300 Stores & Sell Merchandise
RIVIERA HOLDINGS: Nonpayment of Interest Cues Moody's 'D' Rating
SAGE COLLEGES: Moody's Affirms 'Ba2' Rating on 1999 Fixed Bonds
SEMGROUP LP: Management Committee Sues CEO Ronan
SILICON GRAPHICS: Gets 45-Day Extension to File Schedules

SILICON GRAPHICS: Proposes Houlihan Lokey as Financial Advisor
SILICON GRAPHICS: Seeks Court Okay to Reject Contracts & Leases
SOUTHWEST WATER: Lenders Waive Reporting Requirements 'Til May 31
SPRINT NEXTEL: S&P Gives Negative Outlook; Affirms 'BB' Rating
SPX CORPORATION: Fitch Affirms Issuer Default Rating at 'BB+'

STANADYNE CORP: S&P Changes Outlook to Negative; Keeps 'B' Rating
SWIFT ENERGY: Moody's Downgrades Corporate Family Rating to 'B2'
TEAM FINANCIAL: Case Summary & Two Largest Unsecured Creditors
TEXAS STATE: S&P Cuts Rating on Mortgage Revenue Bonds to 'D'
THORNBURG MORTGAGE: Forbearance Pact Extended to April 30

THORNBURG MORTGAGE: Moody's Downgrades Senior Ratings to 'C'
TORREYPINES THERAPEUTICS: Receives NASDAQ Non-Compliance Notice
TORREYPINES THERAPEUTICS: Workforce Down to 3; Eyes Asset Sale
TPG-AUSTIN PORTFOLIO: S&P Withdraws 'CCC' Corporate Credit Rating
TRANSCAST PRECISION: Ordered to Provide Parts to Chrysler & GM

TUSCANY PRESERVE: Case Summary & 20 Largest Unsecured Creditors
TVI CORPORATION: Wants to Access $19 Million BB&T DIP Facility
TVI CORPORATION: Seeks More Time to File Schedules and Statements
TVI CORPORATION: Section 341(a) Meeting Set for May 11 in Maryland
ULTICOM INC: To Finish Financial Reports' Restatement by October

UNITED AIRLINES: Begins Contract Talks with Flight Attendants
VALLEY NATIONAL: S&P Puts 'B' Corp. Rating on Developing Watch
VIA PHARMACEUTICALS: Receives Non-Compliance Notice From NASDAQ
YELLOWSTONE CLUB: Blixseth Taps Deschenes Sullivan as Counsel
YOUNG BROADCASTING: Bid Procedures Approved; June 19 Auction Set

YOUNG BROADCASTING: Files Schedules of Assets and Liabilities
ZOHAR WATERWORKS: Deep in Debt, Files for Chapter 11 Protection
ZOUNDS INC: U.S. Trustee Schedules Creditors Meeting on May 5

* Bill Bartmann Organizes Private Equity Fund to Buy Toxic Assets
* Blackstone May Raise $3-Bil. In Loans for Struggling Companies
* Rep. Jerrold Nadler Proposes Bill to Undo 2005 BAPCPA Changes

* South Florida Consumer Bankruptcies Heightens
* U.S. Treasury Won't "Go Begging" for Buyers of Its Debt
* Sandeep Qusba Joins Simpson Thacher & Bartlett as Partner

* Large Companies With Insolvent Balance Sheets


                            *********


11500 LLC: Section 341(a) Meeting Slated for April 28 in Missouri
-----------------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in 11500, LLC's Chapter 11 case on April 28, 2009, at 2:00 p.m.,
at US Courthouse, Rm. 2110A, 400 E. 9th St., Kansas City,
Missouri.

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.

Colorado Springs, Colorado-based 11500, LLC, filed for Chapter 11
protection on March 30, 2009, (Bankr. W. D. Mo. Case No. 09-
41367).  Donald G. Scott, Esq., at McDowell Rice Smith & Buchanan
represents the Debtor in its restructuring efforts.  The Debtor
listed assets of $10 million to $50 million and debts of
$10 million to $50 million.


155 EAST TROPICANA: Grace Period Ends May 1; Chapter 11 Possible
----------------------------------------------------------------
155 East Tropicana, LLC's grace period to pay the first interest
payment on its 8.75% senior secured notes expires May 1.  155 East
didn't make the April 1 payment for the senior notes due 2012.

The Company said it will continue normal operations under the
direction of its existing management team and will continue to pay
employees and honor benefits without interruption or delay.  The
Company also emphasized that suppliers will be paid in the
ordinary course throughout this process.

The Company emphasized that it currently has sufficient cash of
approximately $8.0 million for operations and reserves, and is
generating free cash flow even in the current challenging economic
environment.  As a result, the Company believes that it has
adequate liquidity to fund its operating expenses, including
buying goods and services and fulfilling all obligations to its
employees during the reorganization process.

The Company, however, noted that, "As a result of not making our
interest payment on the Notes, the noteholders could declare a
default following the expiration of the 30-day grace period
provided under the indenture governing the Notes.  An event of
default under the Notes indenture would allow the lender under the
Company's credit facility to declare a default.  The Notes
indenture and credit facility contain significant restrictions on
the Company's operations and failure to comply with any
restrictions of the Notes or credit facility by the Company will
cause a default, subject to any applicable grace periods, under
the Notes indenture and the credit facility."

The Company said it expects to enter into discussions with the
noteholders and the credit facility lender to attempt to negotiate
forbearance agreements pursuant to which they would agree not to
declare, for a specified period of time, an event of default under
the indenture or the credit facility.

The Company has engaged Jefferies & Company, Inc., as their
financial advisor to assist with the evaluation of financial and
strategic alternatives.

In its annual report on Form 10-K filed March 31, the Company
warned, "If the Company is not successful in obtaining a
forbearance or entering into a transaction to address our
liquidity and capital structure, the note holders will have the
ability to accelerate repayment of all amounts outstanding under
the indenture ($135.7 million at March 31, 2009) and the Credit
Facility lender will have the ability to accelerate repayment of
all amounts outstanding under the Credit Facility ($14.5 million
at March 31, 2009).  If either the Notes indebtedness or the
Credit Facility indebtedness were to be accelerated upon a
default, the Company would be required to refinance or restructure
the payments on that debt.  The Company cannot assure you that it
would be successful in completing a refinancing or restructuring.
If the Company were unable to do so, it may determine to seek
protection under Chapter 11 of the U.S. Bankruptcy Code."

The Company said it had $126,427,251 in assets against debts of
$152,686,761 as of Dec. 31, 2008.  As of December 31, the Company
had $141.4 million in long-term debt.  In the first quarter of
2009, it borrowed an additional $3.4 million under its Credit
Facility, bringing its debt to $144.8 million at March 3, 2009.

A copy of the Annual Report is available for free at:

              http://researcharchives.com/t/s?3b0f

                    Casinos Feeling the Pain

155 East Tropicana joins a growing list of casino hotel operators
that are having difficulty making debt payments due to lower
gambling revenues resulting from the economic downturn in the U.S.

Herbst Gaming Inc., which operates casinos located in Nevada,
Missouri and Iowa, had to obtain forbearance from Wilmington Trust
Company and other lenders for $846.8 million in debt, and
eventually filed for Chapter 11 on March 22.  Herbst has filed a
plan that splits the Company's slot machines and casino business,
with the Herbst family getting 90% of the slot machines business
and the bank lenders getting ownership of all 12 casinos.

Trump Entertainment Resorts Inc., owner of three casino hotel
properties in Atlantic City, New Jersey, filed for Chapter 11 on
February 17 after noteholders refused to grant it additional
relief.

Station Casinos, Inc., (Assets of $8.88 billion, Debts of $6.37
billion as of Sept. 30, 2008), which owns nine hotel casinos in
the Las Vegas area, is preparing a Chapter 11 plan offering the
bondholders a combination of secured notes and cash in exchange
for their outstanding bonds.  Under the plan, senior bondholders
would get 50 cents on the dollar while subordinate bondholders
would receive 7 cents on the dollar in new notes and 3 cents on
the dollar in cash.  Affiliates of the Fertitta family and Colony
Capital have committed, as part of the restructuring plan, to
contribute in the aggregate up to $244 million in cash if an
acceptable agreement is reached with all of the Company's lending
constituents.  Station Casinos is expected to file for chapter 11
by April 15.  The plan negotiated with lenders contemplates an
exit from bankruptcy by September 30, 2009.

According to The Wall Street Journal, MGM Mirage, owner of 17
resort casinos, has hired Weil, Gotshal & Manges LLP to help
prepare a possible Chapter 11 filing for its City Center project
and to explore other options.  MGM Mirage has a $220 million
payment due on its City Center project.  Lenders have reportedly
also hired Mayer Brown LLP.

                          About 155 East

155 East Tropicana, LLC operates the Hooters Casino Hotel located
one-half block off the Las Vegas strip, employing a total of 874
people as of December 31, 2008.

Following the Company's April 1 missed payment, Standard & Poor's
Ratings Services lowered its corporate credit rating on Las Vegas-
based 155 East Tropicana to 'D' from 'CCC-'. In addition, S&P
lowered the issue-level rating on the company's $130 million 8.75%
senior secured notes to 'D'. Following these actions, S&P withdrew
its ratings on the Company.

Moody's Investors Service said 155 East Tropicana LLC's ratings
are not affected by the announcement that the company will not
make the April 1, 2009, scheduled interest payment on its 8.75%
senior secured notes due 2012.  Moody's last rating action for 155
East Tropicana occurred on December 12, 2008, when the company's
corporate family rating and probability of default rating were
downgraded to Ca from Caa3.


A.T. REYNOLDS: Boreal Closes Deal to Acquire Bankruptcy Assets
--------------------------------------------------------------
Boreal Water Collection Inc. (PINKSHEETS: BRWC) obtained approval
from the U.S. Bankruptcy Court for the Southern District of New
York on March 27, 2009, to acquire the spring water business,
named Leisure Time Spring Water, based in Kiamesha Lake, NY.

A.T. Reynolds & Sons Inc. has been operating under Chapter 11 of
the U.S. Bankruptcy Code since December 2008.  The transaction was
consummated April 3.

In exchange for consideration consisting of a combination of cash
and assumption of debt, Boreal acquired all of A.T. Reynolds'
assets, other than its New York and New Jersey Home and Office
Delivery businesses, which A.T. Reynolds sold to a third party.

Boreal will focus Leisure Time's resources on the high-end private
label bottled water business.  Boreal will, however, still bottle
the 3, 4 & 5 gallons containers for the buyer of the HOD business,
under a separate bottling agreement.

                   About Boreal Water Collection

Boreal Water Collection's goal is to become the leading producer
of high-end private label bottled water in North America.  BOREAL
plans to achieve this goal by developing its affiliation with Les
Sources Saint-Elie Inc., a Canadian company that has been the
leading producer of high-end private label bottled water in
Eastern Canada over the last decade.

                         About Saint Elie

Les Sources Saint-Elie Inc. produces high-end private label
bottled water in Eastern Canada.

                    About A.T. Reynolds & Sons

A.T. Reynolds & Sons Inc. has operated its Leisure Time spring
water company in Kiamesha Lake for 125 years.  Located 90 miles
from New York City, the 72,000 square foot Kiamesha Lake facility
includes six bottling production lines which will help support the
company's sales and distribution to customers in New York City and
the rest of the Northeastern United States.

A.T. Reynolds & Sons, Inc., dba Leisure Time Spring Water and dba
Leisure Time Spring Water, filed for bankruptcy on December 5,
2008 (Bankr. S.D. N.Y. Case No. 08-37739).  Judge Cecelia G.
Morris presides over the case.  Nicholas A. Pascale, Esq., at
Tarshis Catania Liberth Mahon Milligram, in Newburgh, New York,
serves as the Debtor's bankruptcy counsel.  The Debtor disclosed
$5,327,072 in total assets and $3,658,682 in total debts when it
filed for bankruptcy.


A&A ASSOCIATES: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
The Morning Call reports that A&A Associates has filed for Chapter
11 bankruptcy protection for the third time in less than two
months.

The Morning Call relates that A&A's owner, liver Angelus filed the
bankruptcy petition less than 15 minutes before the club was to be
offered to bidders on April 3 for the $3.5 million owed on its
mortgage and taxes.  The report says that Carbon County President
Judge Roger N. Nanovic postponed the sale for a month.

Mr. Angelus, according to The Morning Call, said that A&A remains
open and that he will repay all his creditors.  According to The
Morning Call, A&A listed debts equal to or more than the value of
the club and 248-acre property.  Mr. Angelus said that he has a
letter from a bank that pledged to refinance his debt, The Morning
Call states.

Philadelphia law firm Ciardi, Ciardi and Astin represents A&A in
its restructuring effort, The Morning Call says.

The Morning Call reports that Mr. Angelus had filed for Chapter 13
bankruptcy in February 2009, but was objected by Lafayette
Ambassador Bank, which holds the club's mortgage.  The report
states that Lafayette Ambassador claimed that it won a judgment
against A&A for $3.2 million in debt, which had $620 per day
interest.

Lafayette Ambassador said in court documents that A&A's bankruptcy
filing was "a scheme merely to delay" the sheriff's sale, which
previously was scheduled February 13, 2009.   Lafayette
Ambassador, according to court documents, also said that A&A owner
Oliver Angelus filed for Chapter 7 bankruptcy protection to delay
a December 12, 2008, sheriff's sale.

According to The Morning Call, Mr. Angelus filed on February 23,
2009, a petition to convert the bankruptcy to Chapter 11, which
Judge Robert Opel rejected on March 11, 2009.

Oliver Angelus and his son Dante formed A&A Associates to buy the
Mahoning Valley Country Club for $3.55 million in 2005.
Mr. Angelus opened the club, which was founded in 1927 by Lehigh
Coal and Navigation Co. and was private, to the public.


AES CORPORATION: Fitch Affirms 'B+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings affirms The AES Corporation's long-term Issuer
Default Rating at 'B+' with a Stable Rating Outlook.  Fitch also
affirms AES' other existing ratings as shown in the ratings list
provided at the end of this release.

AES' ratings reflect high debt leverage, reliance on subsidiary
distributions, and structural subordination of its debt to project
level debt.  However, the mitigating factors are the diversity and
stability of cash flows from subsidiaries engaged in contracted
power generation and regulated utility distribution of
electricity.

The Stable Outlook reflects adequate coverage of parent level
expenses and interest from cash flows including additional sources
of distributions from new projects, either completed previously or
to be completed in coming years, reduction in committed capital
investments, and gradual reduction in corporate level recourse
debt.  Fitch anticipates that the ratio of 2009 and 2010 parent
level EBITDA (based on dividends received) to debt service
including maturities will be approximately 1.2 times (x).  Also,
AES recently demonstrated its access to capital markets and
successful extension of its bank facility to 2011, assuring
adequate liquidity at parent level for 2009 and 2010.  AES had
$1.4 billion in cash and undrawn bank facilities at the end of
2008.

AES has diverse sources of cash flow from its portfolio of
investments in the U.S., Western Europe, Africa, Asia, and Latin
America.  In 2008, AES received approximately 41% of its total
distributions from North America region; in addition, AES received
7% of its dividends from renewable projects predominantly in the
U.S.  Approximately 24% of distributions were from Europe and
Africa region, and 21% came from the Latin America region.  Fitch
expects the proportion of cash flow from the Latin America region
will rise considerably due to ongoing investment in new projects
including coal plants in Chile.  2008 distributions from the
utilities segment of business comprised 18% while 82% came from
the power generation segment.

Fitch's rating concerns include the greater volatility of the
economies of emerging markets and the possibility of devaluations
or foreign exchange controls that may reduce AES' ability to
repatriate dividends due to further weakening of global economies.
Ratings could be adversely affected in the future if AES resumes a
more aggressive capital investment and acquisition strategy or
initiates a future share buyback program, but management appears
focused at present on preserving liquidity.

For its recovery analysis, Fitch used an extremely stressed
corporate cash flow projection based upon reduced subsidiary
distributions to develop a default case and to value AES'
portfolio in a default scenario.  The case assumed that current
cash balances are fully depleted and bank facilities are fully
drawn.  Asset values provided adequate collateral value to
maintain the recovery ratings at 'RR1' for both senior secured and
unsecured lenders under Fitch's recovery estimate.  Instruments
accorded Fitch's 'RR1' Recovery Rating have recovery prospects of
over 90%.  The estimated recovery of the trust preferred
instruments issued by AES Trust III remains consistent with 'RR4',
a 31-50% expected recovery.

Fitch affirms these ratings with a Stable Outlook:

AES Corporation

  -- Long-term IDR at 'B+';
  -- Short-term IDR at 'B';
  -- Senior Secured at 'BB+'/RR1;
  -- Senior Unsecured at 'BB'/RR1.

AES Trust III

-- Trust Preferred at 'B+'/RR4.


AES CORPORATION: Fitch Assigns 'BB' Rating on $535 Mil. Notes
-------------------------------------------------------------
Fitch Ratings has assigned its 'BB' rating to The AES
Corporation's private placement of $535 million 9.75% senior
unsecured notes due April 15, 2016.  The new notes are unsecured
and rank equally with AES' existing and future unsecured debt.

Fitch currently rates AES' Issuer Default Rating 'B+', and the
Rating Outlook is Stable.


ALBERT LINDLEY: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Albert Lindley Lee Memorial Hospital
        aka A.L. Lee Memorial Hospital
        510 South Fourth Street
        Fulton, NY 13069

Bankruptcy Case No.: 09-30845

Chapter 11 Petition Date: April 3, 2009

Court: Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtor's Counsel: Stephen A. Donato, Esq.
                  donatos@bsk.com
                  Bond, Schoeneck & King, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8000
                  Fax: (315) 218-8100

Total Assets: $17,167,501

Total Debts: $12,281,735

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Pension Benefit Guaranty       Underfunded       $6,146,098
Corporation                    amount - defined
1200 K Street, N.W.            benefit pension
Attn: James Eggeman            plan
Washington, DC 20006

Medtronic USA, Inc.            Trade debt        $474,774
127 S. Long Street
Buffalo, NY 14221

Atlas Health Care Linen        Services          $126,068
Services
414 West Taylor Street
Syracuse, NY 13202

Sleep Services of America                        $125,504

Cardinal Health - Syracuse     Trade debt        $94,668
Division

Hospira Worldwide, Inc.        Trade debt        $80,651

Medical Liability Mutual       Trade debt        $69,936
Insurance

Service Employees Benefit                        $67,089
Fund

Johnson & Johnson Healthcare   Trade debt        $47,903
System

Buffalo Hospital Supply Co.    Trade debt        $46,545
Inc.

Zimmer US, Inc.                Services          $46,092

Aventis Pasteur                                  $45,828

Onward Healthcare              Trade debt        $43,902

Continental Nurses             Services          $43,772

MVP Select Care, Inc.          Insurance         $41,835

St. Jude Medical S.C., Inc.                      $40,505

Hess Corporation               Services          $37,753

National Grid                  Utility           $37,246

Olympus Corporation                              $33,240

The petition was signed by Dennis A. Casey, executive director.


ANESIVA INC: Ernst & Young Raises Going Concern Doubt
-----------------------------------------------------
Anesiva, Inc., said its consolidated financial statements for the
fiscal year ended December 31, 2008, included in the Company's
annual report on Form 10-K filed with the Securities and Exchange
Commission on March 25, 2009, contained a going concern
qualification from its independent registered public accounting
firm, Ernst & Young, LLP.

"We have not generated any revenues to date, and we have incurred
losses in each year since our inception in 1999.  We currently
have capital resources, including amounts received subsequent to
December 31, 2008, that we believe to be sufficient to support our
operations approximately into April 2009.  We may not be able to
raise sufficient capital to continue our existing operations
beyond that time, particularly in light of our obligations under
our lease and credit agreements, and we are currently evaluating
our strategic alternatives with respect to all aspects of our
business," Anesiva said in a filing with the Securities and
Exchange Commission.

Anesiva incurred net losses of $103.2 million, $59.3 million and
$55.6 million for the years 2008, 2007, and 2006, respectively.
It has an accumulated deficit of $312.0 million as of December 31,
2008.  Additionally, it has used net cash of $74.8 million,
$48.2 million and $44.6 million to fund operating activities for
years ended December 31, 2008, 2007, and 2006, respectively.

As of December 31, 2008, the Company had $3 million in total
assets and $11 million in total liabilities, all current,
resulting in an $8 million stockholders' deficit.

On January 20, 2009, Anesiva entered into a securities purchase
agreement with Sofinnova Venture Partners VII, L.P., Alta
California Partners III, L.P., Alta Embarcadero Partners III, LLC,
Alta Partners VIII, LP, CMEA Ventures VII, L.P., CMEA Ventures VII
(Parallel), L.P., InterWest Partners VIII, LP, InterWest Investors
VIII, LP, and InterWest Investors Q VIII, LP, where it agreed to
sell and issue securities for a total principal amount of up to
$7.0 million, subject to the terms and conditions set forth in the
Investor Agreement.

The Securities are secured by a first priority security interest
in all of the assets Anesiva owns.  The Company will pay interest
at a continuously compounding rate of 7% per year.  If Anesiva
defaults under the Investor Agreement, it will pay interest at a
continuously compounding rate of 14% per year.  If a change of
control event occurs as defined under the Investor Agreement,
Anesiva will owe the Investors seven times the amount of the
outstanding principal amount of the Securities, plus all accrued
but unpaid interest.  Unless Anesiva pays the principal back early
under the terms of the Investor Agreement or it is accelerated
because of a default, it will pay the outstanding principal and
accrued but unpaid interest at any time at the request of a
certain majority of the Investors on or after July 20, 2009.

Under the terms and conditions set forth in the Investor
Agreement, Anesiva received an initial $3.0 million January 20,
2009, and it requested and received a second tranche of
$2.0 million on March 3, 2009.  Anesiva requested the final
tranche of $2.0 million under the Investor Agreement to be
received before April 1, 2009.

"Upon a change of control event, we will be required to repay up
to $49.0 million in debt plus accrued interest, which we may not
be able to repay our Investors or may not leave sufficient funding
to distribute capital to our stockholders," Anesiva said.

The announcement is being made in compliance with Nasdaq
Marketplace Rule 4350(b)(1)(B), which requires separate disclosure
of a recent audit opinion that contains a going concern
qualification.  The announcement does not represent any change or
amendment to the Company's 2008 financial statements or to its
annual report on Form 10-K.

Anesiva also said it received a letter on March 27, 2009, from The
Nasdaq Stock Market notifying the Company that it is not in
compliance with Marketplace Rule 4450(a)(3) because the Company's
stockholders equity at December 31, 2008, was less than the
$10.0 million required for continued listing on The Nasdaq Global
Market.  In addition, the Company is not in compliance with
Marketplace Rule 4450(b)(1) because the market value of listed
securities of the Company is less than $50.0 million and the total
assets and total revenue of the Company was less than
$50.0 million as of December 31, 2008.

In the notice, Nasdaq requested that the Company provide a plan to
regain compliance with the continued listing requirements of The
Nasdaq Global Market by April 13, 2009.  Nasdaq will contact the
Company with any questions or concerns regarding the plan.

If Nasdaq does not accept the plan, it will provide the Company
with a written notification that its securities will be delisted
from The Nasdaq Global Market.  If it receives a notification, the
Company may then apply to move to The Nasdaq Capital Market or
appeal Nasdaq's delisting determination to a Nasdaq Listing
Qualifications Panel.  The Company intends to submit a plan with
Nasdaq before April 13, 2009, to maintain its listing on The
Nasdaq Global Market.

The announcement is being made in compliance with Marketplace Rule
4803(a), which requires the Company to make a public announcement
through the news media disclosing receipt of the Nasdaq letter and
the Nasdaq rules upon which it is based.

                           About Anesiva

Anesiva, Inc. -- http://www.anesiva.com/-- seeks to be a leader
in the development and commercialization of novel pharmaceutical
products for pain management.  The company's lead product
candidate is Adlea, a novel small molecule formulation of
capsaicin that is currently in development for the management of
acute pain following orthopedic surgeries.  Adlea has been shown
in clinical trials to provide extended pain relief after only a
single administration in multiple indications for site-specific,
acute and chronic, moderate-to-severe pain.  Anesiva common stock
trades on The NASDAQ Global Market under the symbol "ANSV."


ANESIVA INC: Issues 7% Notes Due 2010 to Raise $2.5 Million
-----------------------------------------------------------
Anesiva, Inc., is distributing to its stockholders, at no charge,
non-transferable subscription rights to purchase an aggregate
principal amount of $3,000,000 of the Company's 7% senior notes
due 2010.

Each stockholder will receive one subscription right for each
share of Anesiva common stock owned of record on March 27, 2009.
Each subscription right will entitle the holder to purchase $0.12
principal amount of notes.

The Company said each subscription right will carry with it an
over-subscription privilege to purchase a portion of the principal
amount of notes that is not otherwise purchased through the
exercise of the basic subscription privilege.

The subscription rights will expire if they are not exercised by
5:00 p.m. Pacific time on April 28, 2009, the expected expiration
date of the rights offering.  The Company, in its sole discretion,
may extend the period for exercising the subscription rights.
Subscription rights that are not exercised by the expiration date
of the rights offering will expire and will have no value.

The notes will mature on April 28, 2010.  Interest will accrue on
the notes at a rate of 7.0% per annum and be payable at maturity;
provided that if an event of default has occurred and is
continuing, the interest rate will be increased to 14.0%.  The
notes will be the Company's unsecured obligations.  If a change of
control event occurs with respect to Anesiva, holders of the notes
will have the right to require the Company to repurchase all or
part of their notes at the price described in a prospectus
supplement.

The Company expects net proceeds of $2.5 million.

A full-text copy of the Prospectus Supplement dated April 2 is
available at no charge at http://ResearchArchives.com/t/s?3b0b

The notes will be governed by the terms of the Senior Debt
Indenture and the Supplemental Indenture to Indenture, each dated
April 2, 2009, by and between the Company and The Bank of New York
Mellon Trust Company, N.A.

A full-text copy of the Senior Debt Indenture is available at no
charge at http://ResearchArchives.com/t/s?3b0c

A full-text copy of the Supplemental Indenture is available at no
charge at http://ResearchArchives.com/t/s?3b0d

On March 31, 2009, Anesiva entered into an amendment to the
securities purchase agreement, dated as of January 20, 2009, with
Sofinnova Venture Partners VII, L.P., Alta California Partners
III, L.P., Alta Embarcadero Partners III, LLC, Alta Partners VIII,
LP, CMEA Ventures VII, L.P., CMEA Ventures VII (Parallel), L.P.,
InterWest Partners VIII, LP, InterWest Investors VIII, LP, and
InterWest Investors Q VIII, LP.  The Amendment, among other
things, provides that (i) the Investors may purchase amounts not
purchased by the Company's stockholders, other than the Investors,
in the Rights Offering and (ii) in certain circumstances set forth
in the Amendment the Investors will be treated on a pari passu
basis with the holders of notes purchased in the Rights Offering.

On April 1, 2009, Anesiva issued and sold securities in the amount
of $1.3 million pursuant to a subsequent closing pursuant to the
terms and conditions of the Securities Agreement with Sofinnova,
et al.  After the subsequent closing, the Company has received an
aggregate amount of $6.3 million under the Securities Agreement.

On March 27, 2009, the Company entered into an agreement with
Titan Pharmaceuticals, Inc. for the sublease of roughly 6,871
square feet for its corporate headquarters located in South San
Francisco, California, for a period of 15 months, beginning on
April 1, 2009, and ending on June 29, 2010.  The monthly base
rent, which includes common area maintenance and electricity
costs, is roughly $8,933 per month for the term of the Sublease,
with payments beginning June 1, 2009, for a total liability of
$116,130 for the term of the Sublease.

Separately, on March 31, 2009, Rodney A. Ferguson, J.D., Ph.D.
tendered his resignation from the Company's Board of Directors and
all committees, effective immediately.  Dr. Ferguson served on the
Audit Committee and the Nominating and Corporate Governance
Committee of the Board of Directors.  Dr. Ferguson's resignation
is not the result of any disagreement with the Company or any
matter relating to the Company's operations, policies, or
practices.

                           About Anesiva

Anesiva, Inc. -- http://www.anesiva.com/-- seeks to be a leader
in the development and commercialization of novel pharmaceutical
products for pain management.  The company's lead product
candidate is Adlea, a novel small molecule formulation of
capsaicin that is currently in development for the management of
acute pain following orthopedic surgeries.  Adlea has been shown
in clinical trials to provide extended pain relief after only a
single administration in multiple indications for site-specific,
acute and chronic, moderate-to-severe pain.  Anesiva common stock
trades on The NASDAQ Global Market under the symbol "ANSV."


ARROWHEAD GENERAL: S&P Puts 'B-' Corporate Rating on Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B-'
counterparty credit rating on San Diego-based Arrowhead General
Insurance Agency Inc. on CreditWatch with negative implications.
The action follows the delay by Arrowhead in filing its full-year
2008 audited financial statements with Standard & Poor's.

Standard & Poor's is aware that Arrowhead is engaged in
discussions with its lenders regarding a potential restructuring
of its debt obligations.  In 2008, the company had been hurt by
declining property/casualty premium rates, some carrier
disruption, and more restrictive bank loan covenants.

Standard & Poor's will be communicating with Arrowhead's
management and expects to resolve the CreditWatch status of the
ratings within 30 days.  "We could lower the ratings if S&P were
to conclude that Arrowhead's financial condition has deteriorated
and is unsatisfactory relative to current or prospective debt-
servicing requirements and loan covenant performance," noted
Standard & Poor's credit analyst Michael Gross.  S&P could revise
the rating to 'SD' if Arrowhead selectively defaults on a specific
debt obligation but continues to meet its payments on other
issues.  S&P could also revise the rating to 'SD' if there is an
exchange offer where an obligation is either repurchased or
exchanged for another instrument having a lesser total value.

"If S&P conclude that Arrowhead's operating fundamentals and debt-
servicing capability are appropriate for the rating, S&P could
affirm the ratings," Mr. Gross added.


ASARCO LLC: Expects 70%-75% Initial Distribution for Creditors
--------------------------------------------------------------
According to Bloomberg News, Jack L. Kinzie, a lawyer for Asarco
LLC, told the bankruptcy judge at a hearing last week that he
expects that the initial cash distribution to creditors will range
from 70 to 75 percent.

Bloomberg's Bill Rochelle said that collections on the judgment
against Grupo Mexico subsidiary Americas Mining Corp. represent
additional distributions that could end up paying unsecured
creditors in full with interest.  Asarco already has roughly
$1 billion in cash.

As reported by the TCR on April 3, U.S. District Judge Andrew
Hanen of Brownsville, Texas, issued a damages award to ASARCO LLC,
currently valued at about $6.04 billion.  The ruling stems from
the judge's decision in August 2008 that Americas Mining
Corporation, a subsidiary of Grupo Mexico S.A. de C.V., had
fraudulently transferred to itself ASARCO's 54.18% interest in
Southern Peru Copper Corporation.  As restitution, the judge
ordered that AMC return to ASARCO 260,093,694 shares of Southern
Copper Corporation stock, which based on last Wednesday's closing
price is worth approximately $4.68 billion, and pay money damages
of approximately $1.35 billion.

The 70 to 75 cents on the dollar estimate is higher than the
estimates provided by ASARCO in its third amended plan of
reorganization submitted to the U.S. Bankruptcy Court for the
Southern District of Texas on March 16.  ASARCO made a third
amendment to its proposed plan to incorporate the proposed sale of
substantially all of its operating assets to Sterlite (USA), Inc.,
pursuant to a renewed sale and purchase agreement among the
parties dated March 6, 2009.  Sterlite USA is the purchaser of the
Assets and Sterlite Industries (India) Ltd. serves as guarantor of
the purchaser's obligations under the Sale Agreement.  Sterlite
committed to acquire the ASARCO operating assets with:

   (a) $1.1 billion in cash payment;
   (b) assumption of certain liabilities; and
   (c) a non-interest bearing, secured $600 million note, payable
       over nine years.

The third amended plan estimates that unsecured creditors with
claims of $2.1 billion to $2.4 billion would receive between 60%
and 75%, according to the explanatory disclosure statement.  Those
estimates assumed that general unsecured Asbestos claims would be
allowed in the amount of $750 million.

The Bankruptcy Court is scheduled to convene a hearing to consider
approval of the disclosure statement on April 28.  ASARCO will be
able to begin soliciting votes on, and seek confirmation of, the
third amended plan, if the disclosure statement is approved.

Judge Hanen on April 1 directed Americas Mining to return what had
been Asarco's 54% ownership in Southern Copper.  Bill Rochelle
recounts that Judge Hanen already ruled last August 2008 that the
transfer of ASARCO's "most valuable asset" was an "actual
fraudulent transfer."  He did not at that time though decide how
much Americas Mining should pay in damages.  Judge Hanen, Mr.
Rochelle adds, ruled last year that the transfer was made with
"actual intent to hinder or delay some of Asarco's creditors."

Grupo Mexico has said it intends to appeal Judge Hanen's April 1
ruling.

Fitch Ratings has said that it will wait for the outcome of the
appeal before it will issue ratings changes.  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."

At the time Judge Hanen first ruled in favor of Asarco, competing
reorganization plans were on file to pay creditors in full.
Asarco had one plan, based on a sale of the business for
$2.6 billion to Sterlite Industries (India) Ltd., while Grupo
Mexico had another.  Since then, Sterlite backed out of the sale.
ASARCO and Sterlite last month signed a new contract for the sale,
which led to the filing of the third amended plan.

                     Plan-Related Schedules

ASARCO has proposed this schedule with respect to its proposed
Chapter 11 Plan:

  April 17, 2009   Deadline to file Disclosure Statement
                   objections

  April 28, 2009   Disclosure Statement hearing

  May 6, 2009      Deadline for parties to serve
                   confirmation discovery requests

  May 20, 2009     Deadline for parties to complete
                   production of documents

  June 1, 2009     Deadline for parties to commence
                   depositions of fact witnesses

  June 1, 2009     Deadline for parties to file and
                   serve objections to the Plan

  June 16, 2009    Deadline for parties to commence
                   depositions of expert witnesses

  June 19, 2009    Confirmation deposition cutoff date

  June 26, 2009    Pre-Confirmation status conference

  June 29 to
  July 2, 2009     Confirmation Hearing

  July 6-7, 2009   Confirmation Hearing, if necessary

                         About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ATA AIRLINES: Wins Confirmation of Bankruptcy Exit Plan
-------------------------------------------------------
ATA Airlines Inc. has won confirmation of its exit plan paving the
way for the carrier to consummate a sale of certain of its assets
to Southwest Airlines Co.

At the hearing on March 26, 2009, ATA Airlines 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.

A. Section 1129(a)(1) requires that the Plan comply with all
  applicable provisions of the Bankruptcy Code which include
  compliance with Sections 1122 and 1123, governing
  classification and contents of the Plan.

  The classification of Claims and Equity Interests described in
  the Plan satisfies the standards of Section 1122.  The Plan
  complies with the applicable provisions of the Bankruptcy
  Code, including Section 1123.  The requirements of Section
  1129(a)(1) are, therefore, satisfied.

B. ATA Airlines has complied with the terms of the Disclosure
  Statement Approval Order and the applicable provisions of the
  Bankruptcy Code.  Accordingly, the requirements of Section
  1129(a)(2) are satisfied.

C. ATA Airlines has proposed the Plan with the legitimate and
  honest purpose of selling the authorizations and assets
  comprising its business to Southwest Airlines Co., winding
  down its remaining business, and making distributions to
  Creditors.  The Plan has not been proposed by any means
  forbidden by law.  The Plan fairly achieves a result
  consistent with the objectives and purposes of the Bankruptcy
  Code.  The Plan is the result of good faith, arm's-length
  negotiations among the Debtor, the Lenders, the Official
  Committee of Unsecured Creditors, the Air Line Pilots
  Association and four other labor unions, Kevin Batman,
  and other creditor constituencies. The Plan has been proposed
  in good faith.  Therefore, the requirements of Section
  1129(a)(3) are satisfied.

D. During the ATA II bankruptcy case, Professionals have been
  required to file interim fee statements that are subject to
  approval by the Court.  Pursuant to the Order Granting Motion
  to Establish Procedures for Interim Compensation and
  Reimbursement of Expenses for Professionals and Section 3.4 of
  the Plan, Professionals are required to file final fee
  applications, which are also subject to court approval.  The
  Purchase Agreement does not contemplate the payment of any
  amounts to Southwest or its professionals.  Accordingly, any
  payment made or to be made by the Debtor, or by any person
  issuing securities or acquiring properties under the Plan, for
  services or for costs and expenses incurred in connection with
  the Bankruptcy Case, or in connection with the Plan and
  incident to the Bankruptcy Case, has been approved by, or will
  be subject to the approval of, the Court as reasonable.
  Hence, the requirements of Section 1129(a)(4) are satisfied.

E. In compliance with the requirements of Section 1129(a)(5),
  Section 6.1(d) of the Plan provides that the existing members
  of the Debtor's board of directors will be deemed terminated,
  and that the Plan Trustee will nominate and elect new members
  for the Board of Directors.  This procedure is consistent with
  the interests of Creditors and Interestholders and with public
  policy.  In addition, the Debtor has disclosed the identify of
  the Plan Trustee and the Unsecured Creditor Trustee, and their
  proposed compensation.

F. ATA Airlines' business does not involve the establishment of
  rates over which any governmental regulatory commission has or
  will have jurisdiction after confirmation of the Plan,
  therefore Section 1129(a)(6) is inapplicable.

G. The Plan meets the "best interest of creditors" test of
  Section 1129(a)(7).  The Debtor has prepared a liquidation
  analysis with respect to a hypothetical liquidation of the
  Debtor under Chapter 7 of the Bankruptcy Code.  This
  liquidation analysis is attached as Exhibit 3 to the
  Disclosure Statement.  The Court accepts the results of the
  liquidation analysis and its discussion contained in the
  Proffer of Direct Testimony of Steven S. Turoff.  Based on the
  liquidation analysis, with respect to each impaired Class of
  Claims or Equity Interests, (a) each holder of a Claim or
  Equity Interest of that Class has either accepted the Plan or
  (b) will receive or retain under the Plan on account of that
  Claim or Equity Interest, property of a value, as of the
  Effective Date, that is not less than the amount that the
  holder would so receive or retain if the Debtor was liquidated
  under Chapter 7 of the Bankruptcy Code.

H. As disclosed in the Certificate of Plan Proponent, all
  impaired Classes of Claims, except Class 5 Subordinated
  Claims, voted to accept the Plan.  Class 5 Subordinated Claims
  and Class 6 Equity Interests are deemed to have rejected the
  Plan pursuant to Section 1126(g).  Based on the evidence
  presented at the Confirmation Hearing, the Court finds that
  there are no Class 5 Subordinated Claims.  In addition, the
  holder of the Class 6 Equity Interest voted to accept the
  Plan, notwithstanding the deemed rejection.  Accordingly, the
  requirements of Section 1129(a)(8) are satisfied.

  Notwithstanding, at the Confirmation Hearing, the Debtor
  invoked Section 1129(b) to proceed with confirmation of the
  Plan over the presumed rejection by Class 5 and Class 6, and
  submitted cramdown evidence under Section 1129(b) concerning
  those Classes.

I. The Plan, as modified in the Confirmation Order, provides for
  the payment of Allowed Administrative Claims and Allowed
  Priority Unsecured Non-Tax Claims in Cash on the later of (a)
  10 days after the Effective Date or (b) 10 days after the
  Claim becomes Allowed.  Regarding Professional Compensation
  Claims arising through the tenth day after the Closing Date --
  and including fees and expenses incurred in preparing final
  fee applications and hearings on the applications -- these
  Claims will be paid after applying the balance of any
  retainers held by professionals within 10 days after the
  Claims become Allowed.  Under Section 4.1 of the Plan, holders
  of Allowed Priority Employee Claims have agreed to the
  treatment provided by the Plan pursuant to the Global
  Settlement embodied in the Plan.  Alternatively, holders of
  Allowed Priority Employee Claims will receive deferred cash
  payments equal to the allowed amount of their Claims because
  the Plan allows these Claims in an amount equal to the Cash to
  be distributed on account of the Claims.  With respect to
  Claims of the kind specified in Section 507(a)(8), which are
  defined under the Plan as Priority Unsecured Tax Claims, the
  Plan provides that these Claims will be satisfied in full at
  the election of the Plan Trustee by (a) payment of Cash in the
  amount of the Claim plus accrued interest after the
  Confirmation Date at the Tax Interest Rate within 10 days
  after the later of (i) the Effective Date of the Plan (ii) the
  date the Claim becomes Allowed; or (b) agreement reached with
  the holder of the Claim.  Against this backdrop, the
  requirements of Section 1129(a)(9) are deemed satisfied.

J. Class 4 is comprised of Allowed General Unsecured Claims.
  Class 4 is impaired under the Plan.  Without including any
  acceptance of the Plan by any insider, Class 4 voted to
  accept the Plan.  The Plan, therefore, complies with Section
  1129(a)(10).

K. At the Confirmation Hearing, the Debtor both presented
  testimony and proferred testimony of Steven S. Turoff
  concerning the feasibility of the Plan.  This evidence was not
  disputed at the Confirmation Hearing.  Based on this testimony
  and the supporting documentary evidence, the Court finds that
  the Debtor's projections provide a reasonable assurance that
  all Distributions to Creditors required to be made pursuant to
  the Plan will occur and the issuance of New Membership
  Interest to Southwest will be made.  Therefore, the Plan is
  feasible and complies with Section 1129(a)(11).

L. Section 3.6 of the Plan provides for the payment of all fees
  payable under 28 U.S.C. Section 1930(a)(6) pursuant to the
  Plan Trust Agreement and the Unsecured Creditor Trust
  Agreement, and this provision was not objected to by the U.S.
  Trustee.  Therefore, the Plan complies with Section
  1129(a)(12).

M. There are no retiree benefits to be paid by the Debtor, and
  therefore Section 1129(a)(13) is inapplicable.

N. ATA Airlines is not required to pay a domestic support
  obligation, either under a judicial or administrative order or
  by statute, and therefore Section 1129(a)(14) is inapplicable.

O. Section 1129(a)(15) dictates certain requirements that must be
  met when the holder of an allowed unsecured claim objects to
  confirmation of a chapter 11 plan filed by an individual
  debtor.  ATA Airlines is not an individual, and therefore
  Section 1129(a)(15) is inapplicable.

P. Section 1129(a)(16) conditions plan confirmation on the fact
  that all transfers under the plan will be made in accordance
  with applicable non-bankruptcy laws that govern the transfer
  of property by a corporation or trust that is not a money,
  business, commercial corporation or trust.  Because ATA
  Airlines, the Plan Trust, and the Unsecured Creditor Trust are
  a moneyed, business, or commercial corporation or trust,
  Section 1129(a)(16) is inapplicable.

Finding that the First Amended Chapter 11 Plan complies with the
statutory requirements, Judge Lorch III confirmed ATA Airlines'
Plan on March 26, 2009.  He overruled all objections to the
confirmation that have not been withdrawn or resolved.

The Plan's confirmation allows ATA Airlines to settle outstanding
equity interests and claims asserted against the airline.

Under the Plan, unsecured creditors would be paid about 1.3
percent of their claims totaling about $420 million while secured
creditors whose claims total $365 million, would receive about
13.9 percent.  Secured creditors also agreed to share proceeds
from potential lawsuits against suppliers that could yield as
much as $12.2 million in damages.

ATA Airlines can also implement the terms of the global
settlement it reached with the Official Committee of Unsecured
Creditors, Global Aero Logistics, Jefferies Finance, JPMorgan
Chase Bank and its terminated employees.

Part of the settlement is the dismissal of the lawsuits filed by
the Association of Flight Attendants-CWA, Air Line Pilots
Association, Aircraft Mechanics Fraternal Association,
International Association of Machinists and AeroSpace Workers,
Transport Workers Union of America and those employees not
affiliated with the labor unions.  Any collective bargaining
agreement with the labor unions will also be deemed extinguished,
terminated and rejected.

                  Sale of Assets to Southwest

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.

              Appointment of Plan Trustee, Et Al.

The Court approved the appointment of Steven Turoff as Plan
Trustee, and JLL Consultants Inc. as Unsecured Creditor Trustee.

Mr. Turoff will manage the Plan Trust, which will be established
for (i) the prosecution and recovery of ATA Airlines' and
estate's claims, licenses and others; (ii) the liquidation of
estate property into cash; (iii) the payment of the proceeds from
the liquidation of estate property from available cash; (iv) the
payment of certain claims from the $5 million priority claim
fund; and (v) the payment of fees and expenses of professionals
retained in ATA Airlines' bankruptcy case.

Meanwhile, JJL will administer the Unsecured Creditors Trust,
which will be established to provide a mechanism for the
liquidation of the $2.5 million in unsecured settlement fund, net
proceeds from the recovery of preference actions and other
assets.

                    Other Provisions

Judge Lorch held that as of the Effective Date, the Second
Circuit Grievance Litigation -- the lawsuit filed in the U.S.
District Court for the Eastern District of New York and styled
Global Aero Logistics Inc. and ATA Airlines, Inc. vs. Airline
Pilots Association International -- including ALPA's appeal, will
be dismissed with prejudice by the parties.  The Plan Trustee is
substituted as the party-in-interest for the Debtor for all
purposes in the Second Circuit Grievance Litigation and the
Appeal, and is authorized to complete any and all actions
necessary, including the filing of papers and pleadings with the
appropriate tribunal, to consummate and effect the dismissal with
prejudice.  ALPA is directed to join or otherwise assist the Plan
Trustee in taking the actions necessary to consummate and effect
the dismissal with prejudice. The parties will file the papers
and pleadings necessary to consummate and effect the dismissal no
later than 10 days after the Effective Date, he said.

In addition, the WARN Adversaries -- the separate adversary
proceedings initiated against ATA and GAL by ALPA, AFA, IAM, and
TWU, on behalf of their represented employees and Mr. Batman in
the Bankruptcy Court alleging that ATA had violated the WARN Act
-- will be dismissed with prejudice by the parties as of the
Effective Date.  The Plan Trustee is substituted as the party-in-
interest for the Debtor for all purposes in the WARN Adversaries,
and is authorized to submit orders dismissing the WARN
Adversaries with prejudice under Rule 41(a)(2) of the Federal
Rules Civil Procedure and Rule 7041 of the Federal Rules of
Bankruptcy Procedure without further motion and to complete any
other actions necessary effect the dismissal with prejudice.  The
non-Debtor parties in the WARN Adversaries are directed to join
or otherwise assist the Plan Trustee in taking the actions
necessary to consummate and effect the dismissal with prejudice.
The parties will file the papers and pleadings necessary to
consummate and effect the dismissal no later than 10 days after
the Effective Date.

The Court further ruled that Clearinghouse Receivables will be
conveyed and transferred to the Plan Trust subject to -- and not
free and clear of -- any valid set-off and recoupment rights of
the non-Debtor participants in the Airlines Clearing House, Inc.
or, where applicable, the International Air Transport Association
Clearing House enforceable under applicable law.

The Claims of Travelers Casualty and Surety Company of America
asserted in Claim No. 3940 against the Debtor arising in
connection with an indemnity agreement and various surety bonds
issued by Travelers on behalf of the Debtor to secure the
Debtor's financial obligations to various entities will (a)
constitute an Other Secured Claim under the Plan to the extent of
the value of any Estate Property securing the Claim and (b)
constitute a Deficiency Claim to the extent the amount of the
Claim exceeds the value of any Estate Property securing the
Claim, which Claim will be treated as a General Unsecured
Claim under the Plan.  Travelers will be entitled to retain any
collateral securing its Claim, including the proceeds of a
certain letter of credit provided to Travelers as security for
the Debtor's obligation to reimburse Travelers in accordance with
the terms of the agreements between the parties or otherwise as
provided for by law.

Neither the Plan nor the Confirmation Order implements a release
of any claim or cause of action (a) that San Antonio Aerospace,
L.P. asserts against any aircraft owned by World Airways, Inc.,
or the proceeds thereof and any claims asserted or assertable by
San Antonio Aerospace, L.P. against World Airways, Inc., in each
case in the adversary proceeding styled San Antonio Aerospace,
L.P., and Airbase Services, Inc., vs. ATA Airlines, Inc., et al.,
pending in the Bankruptcy Court under case no. 08-50226; and
(b) asserted or assertable by San Antonio Aerospace, L.P. against
World Airways, Inc. in the arbitration styled San Antonio
Aerospace, L.P. vs. World Airways, Inc. ? San Antonio, Texas,
pending before the American Arbitration Association under case
no. 70 181 00581 08.

Moreover, any and all Executory Contracts between the Debtor and
the City of Phoenix are deemed rejected as of the Effective Date.
The City of Phoenix is granted an Allowed Class 4 General
Unsecured Claim for $5,200 on account of the rejection of any and
all Executory Contracts between the Debtor and the City of
Phoenix.  The City of Phoenix is not entitled to any
Administrative Claim against the Debtor, whether arising under
any Executory Contract or otherwise, and any Administrative
Claims are disallowed.

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

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

                        About ATA Airlines

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)


BANK OF AMERICA: Moody to Review CBP Following 'D' FS Rating
------------------------------------------------------------
Moody's moves to correct a press release issued on March 31st
announcing a rating action as to covered bonds issued by BA
Covered Bond Program, which release misstated the percentage of
overcollateralization that Moody's considers as "committed" under
the program.  The amount of overcollateralization that Moody's
considers to be committed is approximately 4%, which is the
minimum overcollateralization specified in the program documents.
The prior press release incorrectly listed this percentage as
approximately 7.5%, which was the overcollateralization level in
effect on the issuance dates of the covered bonds.  The substance
of the correction does not have any effect on the rating action.

Revised release is:

Moody's Investors Service has placed on review for possible
downgrade the Aaa ratings of the covered bonds issued by BA
Covered Bond Program.  This rating action follows Moody's recent
downgrade of Bank of America, N.A.'s long-term senior unsecured
ratings to Aa3 from Aa2 and bank financial strength rating to D
from B- on March 25, 2009.  Bank of America, N.A. is the sponsor
of the covered bond program.

The rating action reflects Moody's view that the rating of a
covered bond with a high degree of exposure to market value risk
(i.e. high refinancing risk) is closely linked to the rating of
its sponsor.  Moody's ratings on covered bonds address both the
sponsor's obligation to pay the covered bonds as well as the value
that may be realized on the cover pool following a sponsor's
default.  The dependence of the rating on the value of the cover
pool increases as the strength of the sponsor decreases.  For this
program, if the sponsor defaults, the realization on the cover
pool is particularly subject to market value risk.  Under the
terms of the program, following a default by the sponsor, the
entire cover pool (over $10 billion of mortgage loans) may need to
be sold in less than 120 days.  Under current market conditions,
such a sale may obtain an exceptionally low price or not be
completed at all.

Moody's has also assigned a Timely Payment Indicator of
"improbable" to the program.  The TPI of "improbable" is primarily
driven by the exposure to market value risk discussed above.  This
TPI is consistent with the TPI for the only other U.S. covered
bond program, sponsored by JPMorgan Chase Bank (acquired from
Washington Mutual Bank), which employs comparable liquidation
mechanisms in its structure.  The TPI indicates Moody's view of
the likelihood that covered bond investors will be paid timely
interest and principal following a default of the sponsor of a
covered bond program.

During the review period Moody's will focus on refining Moody's
estimate of the realization value of the cover pool in a highly
unlikely event of the sponsor defaulting.  The data on the trading
of mortgages of similar credit quality is extremely sparse in the
current market. The estimation of the realization value of the
cover pool will also take into account the size of the cover pool
relative to the available liquidity in the market.

At this stage, Moody's estimate that the likely ratings outcome
will not exceed two notches (i.e. not lower than Aa2).  The
ultimate rating outcome will be dependent upon any change that the
sponsor may make to the program structure which may include an
increase in level of committed overcollateralization.  The level
of overcollateralization in this program that Moody's considers to
be committed is approximately 4%, which is the minimum
overcollateralization specified in the program documents.  In
Moody's analysis, Moody's give full credit only to the level of
committed overcollateralization.  The current level of total
overcollateralization reported is approximately 37%, which
includes approximately 33% of overcollateralization that Moody's
considers as "not committed."


BASIN WATER: Must Find Buyer or Investor; May File for Bankruptcy
-----------------------------------------------------------------
Basin Water Inc. has admitted that it might go bankrupt if it
fails to find a buyer or investors.

Singerlewak LLP, Basin Water's independent auditor, has raised
substantial doubt as to the Company's ability to continue as a
going concern.  If the Company fails to obtain additional
financing on commercially reasonable terms, its business,
financial condition, and results of operations will be materially
and adversely affected and the Company may be unable to continue
as a going concern.  The question about Basin Water's ability to
continue as a going concern may also limit its ability to obtain
financing on acceptable terms or at all, and may limit its ability
to obtain new business due to potential customers' concern about
the Company's ability to provide water treatment and other
services.  If the Company fails to continue as a going concern, it
may elect or be required to seek protection from creditors by
filing a voluntary petition in bankruptcy or may be subject to an
involuntary petition in bankruptcy.  In such a case, Basin Water
may have to liquidate the Company's assets and may receive less
than the value at which those assets are carried on the Company's
financial statements, and it is likely that investors will lose
all or a part of their investment.

As of December 31, 2008, Basin Water had about $11.5 million in
cash and cash equivalents and as of March 30, 2009, the Company
had approximately $8.5 million in cash and cash equivalents
(excluding cash balances resulting from the consolidation of VL
Capital, which funds of VL Capital are not available to the
Company to support the Company's liquidity needs).  Basin Water
has experienced significant negative cash flows from operating and
investing activities between 2006 and 2008, and the Company
expects to use additional cash for such activities for the
foreseeable future.  The Company's net losses incurred during the
past two fiscal years ended December 31, 2008 and 2007 amounted to
$32.5 million and $18.3 million, respectively.  Unless and until
the Company is able to generate sufficient revenues from the
Company's system sales and contract services, the Company expects
such losses to continue in the future.  Therefore, the Company's
ability to continue to operate the Company's business over the
next 12 months is highly dependent on the amount of cash and cash
equivalents on hand combined with the Company's ability to raise
capital to support the Company's future operations.

Basin Water has incurred significant net losses since its
inception, including net losses of $1.3 million in 2003,
$0.6 million in 2004, $13.5 million in 2006, $18.3 million in
2007, and $32.5 million in 2008.  The Company's net loss in 2006
resulted in part from reserves the Company recorded in connection
with certain of the Company's contracts which have ongoing
operating costs in excess of the Company's contract revenues.  In
addition, the Company's net loss in 2007 resulted in part from
additional reserves the Company recorded in the third quarter of
2007.  At December 31, 2008, the Company had an accumulated
deficiency of approximately $68.4 million.  Even if these improved
processes do positively impact the Company's results of
operations, the Company may not have sufficient capital to
continue as a going concern.

In February 2009, Basin Water restated its financial statements
for fiscal years ended December 31, 2006, and December 31, 2007,
and for the fiscal quarter ended March 31, 2008.

On December 27, 2007 and January 2, 2008, two purported securities
class action complaints were filed in the United States District
Court for the Central District of California against Basin Water,
Peter L. Jensen, Michael M. Stark and Thomas C. Tekulve for
violations of the Exchange Act.  The lawsuits were subsequently
consolidated, and on October 3, 2008, a Consolidated Amended
Complaint was filed which alleges that the Company deliberately
understated the reserves it took for certain unprofitable
contracts, and committed various intentional violations of GAAP
during a putative class period between November 14, 2006 and
August 8, 2008.  The suit does not state a specific amount of
damages.

On February 19, 2009, the Company and its insurance carriers
reached an agreement in principle to settle the class action with
representatives of the class.  The settlement is still subject to
preparation of a final settlement agreement, following which the
Company would intend to seek preliminary approval from the Court
so that class members can receive notice of the settlement,
providing them with the opportunity to accept its terms or to opt
out and choose whether to pursue their own individual claims.
Following a fair period of notice to the class, it would be the
Company's intention to seek final Court approval of the settlement
and the dismissal of all claims against it.  The Company denies
all of the allegations in the lawsuit and believes that its
disclosures were appropriate under the law.  Nevertheless, the
management has agreed to settle the litigation in order to avoid
costly and time-consuming litigation.  Basin Water's management
doesn't expect a cash effect of the settlement on the Company as
the entire settlement amount is expected to be paid by the
Company's liability insurers.

On January 23, 2008, the Company received a letter dated
January 17, 2008, from attorneys representing a purported
stockholder demanding that the Company investigate and remedy
alleged breaches of fiduciary duty by certain unnamed officers and
directors of the Company.  In the demand letter, the attorneys
allege that the unnamed officers and directors violated their
duties to the Company by, among other things, participating in or
permitting the company to issue false and misleading statements
regarding its business and financial results giving rise to the
above named lawsuits.

As of December 31, 2008, Basin Water reported $61,176,000 in
assets, $16,947,000 in liabilities, and $43,797,000 in
stockholders' equity.

                         About Basin Water

Rancho Cucamonga, California-based Basin Water, Inc., --
http://www.basinwater.com/-- designs, builds and implements
systems for the treatment of contaminated groundwater, industrial
process water and air streams from municipal and industrial
sources.  It provides reliable sources of drinking water for many
communities, and the ability to comply with environmental
standards and recover valuable resources from process and
wastewater streams.  Basin Water has developed proprietary,
scalable ion-exchange, biological and other treatment systems that
effectively process contaminated water and air in an efficient,
flexible and cost effective manner.


BEARINGPOINT INC: Closed Door Hearing on Deloitte Sale
------------------------------------------------------
BearingPoint Inc. had a closed court hearing on whether it can
sell assets to Deloitte LLP.

U.S. Bankruptcy Judge Robert Gerber in Manhattan barred the public
from most of the hearing on BearingPoint's plan to sell the bulk
of its business to Deloitte for $350 million by April 17, Tiffany
Kary of Bloomberg reports, citing sensitive business information.
"I won't have insider trading under my watch," Judge Gerber said
at the outset of the hearing, noting that much of the discussion
might involve inside information, such as details about the
company's operating results.

Bloomberg News points out that BearingPoint said that it wanted to
speed up the sale process, citing an April 6 deadline for getting
a bidding procedure in place.

Bloomberg reported that a committee of creditors said in papers
filed March 25 that the company was rushing a sale. The committee
said it served document requests seeking to find out whether
BearingPoint is "skewing" the sale toward "a bidder favored by
management, and a timeframe favored by the senior lenders."

The report states the Law Debenture Trust Co. of New York, trustee
to $450 million in BearingPoint's Class A and Class B notes, also
objected to an expedited sale, saying the sale would gut any
alternative plan.

                      About BearingPoint

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

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

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


BELLEAIR CONVERSION: Section 341(a) Meeting Slated for May 5
------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Belleair Conversion Developers LLC' Chapter 11 cases on May 5,
2009, at 2:00 p.m., at 51 SW First Ave Room 1021, Miami, Florida.

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.

Creditors in this case have until Aug. 3, 2009, to file proofs of
claim.

                     About Belleair Conversion

Aventura, Florida-based Belleair Conversion Developers LLC filed
for Chapter 11 protection on March 31, 2009, (Bankr. S.D. Fla.
Case No. 09-15820).  Carlos L De Zayas, Esq., at Lydecker, Lee,
Behar, Berga & de Zayas represents the Debtor in its restructuring
efforts.  In its bankruptcy petition, the Debtor listed total
assets of $11,969,262 and total debts of $15,552,788.


BERMUDA BAY: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bermuda Bay, L.L.C.
        30 Bellona Arsenal Road
        Midlothian, VA 23113

Bankruptcy Case No.: 09-32133

Chapter 11 Petition Date: April 3, 2009

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Paula S. Beran, Esq.
                  pberan@tb-lawfirm.com
                  Tavenner & Beran, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: (804) 783-8300
                  Fax: (804) 783-0178

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Landmark Building and          Unsecured Loan    $683,471
Development of NC, LLC
PO Box 147
Harbinger, NC 27944

KDHWWTP, LLC                   Unused Sewer      $480,480
Eddie Goodrich                 Capacity
PO Box 250
Harbinger, NC 27944

David Russotto                 Unsecured Loan    $441,598
5028 Martin's Point Road
Kitty Hawk, NC 27949

Bermuda Bay Homeowners         Dues              $51,000
Assc.

Dare County Tax Department     Property Taxes    $44,921

RPC Contracting                Retainage         $39,000

Williams Fire Sprinkler        Trade             $26,328

Cambridge Cove HOA             Dues              $11,575

Ward & Smith                   Legal Fees        $11,157

Landmark Building and          Fees for Services $10,978
Development of NC, LLC

Michael Robinson               Trade             $9,780

Devonshire Place HOA           Dues              $2,005

The petition was signed by Leroy L. Anderson, III, manager.


BERNARD L. MADOFF: J. Ezra Merkin Sued for Lying to Investors
-------------------------------------------------------------
Liz Rappaport at The Wall Street Journal reports that the New York
state's attorney general, Andrew Cuomo, has sued J. Ezra Merkin
for his involvement in Bernard Madoff's Ponzi scheme by repeatedly
lying to investors about how their money was invested.

Mr. Merkin, says WSJ, is a money manager who funneled
$2.4 billion from universities and nonprofit organizations into
Bernard L. Madoff Investment Securities LLC.  According to WSJ,
Mr. Merkin raised billions of dollars from charities,
universities, funds, and individual investors and allegedly lied
about putting much of it with Mr. Madoff.  WSJ states that
Mr. Merkin collected more than $470 million in fees for his three
hedge funds.

According to court documents, Mr. Cuomo said that Mr. Merkin
misguided investors about his Madoff investments in quarterly
reports, in investor presentations and in conversations with
investors.  Mr. Cuomo said in court documents, "Merkin held
himself out to investors as an investing guru....  In reality,
Merkin was but a master marketer."  WSJ relates that Mr. Cuomo
doesn't claim that Mr. Merkin was aware of Mr. Madoff's Ponzi
scheme.

WSJ states that investors in Mr. Merkin's funds include:

     -- Yeshiva University,
     -- New York University,
     -- New York Law School,
     -- Bard College, and
     -- Boston Properties Chairman and New York Daily News owner
        Mort Zuckerman's charitable trust.

According to WSJ, the investors lost tens of millions of dollars
in the Madoff Ponzi scheme through their investments with Mr.
Merkin's funds.  WSJ relates that New York University, New York
Law School, and Mr. Zuckerman have separately filed lawsuits
against Mr. Merkin.

Andrew Levander, the counsel for Mr. Merkin, said in a statement,
"We are disappointed that the attorney general of the state of New
York has filed this hasty and ill-conceived civil lawsuit, against
which we intend to defend vigorously.  The evidence shows that
this lawsuit is without merit."

According to WSJ, Mr. Merkin agreed to freeze his assets in a
stipulation submitted in New York state court.

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.


BIOPURE CORP: Receives Non-Compliance Notice From NASDAQ
--------------------------------------------------------
Biopure Corporation has received several notices from The Nasdaq
Stock Market.  By letter dated March 24, 2009, Nasdaq advised
that, as the Company had not yet filed its Form 10-Q for the
fiscal quarter ended January 31, 2009, it was out of compliance
with the Nasdaq Marketplace Rules.  The Company filed the report
and received a letter dated March 26, 2009, stating that the
matter was closed.

NASDAQ also notified the Company that it has suspended enforcement
of its minimum bid price and market value requirements for
continued listing, thereby extending the company's time in which
to regain compliance.  Enforcement of the rules is scheduled to
resume on July 20, 2009.  The Company estimates, that it now has
until September 12, 2009, to regain compliance with the $1.00
minimum bid price requirement.  If at any time before that date
the bid price of the Company's common stock closes at $1.00 per
share or more for a minimum of 10 consecutive business days, the
Company should be provided written notification that it complies
with the Marketplace Rules.

The Company said in a regulatory filing that it has financed
operations from inception primarily through sales of equity
securities and development and license agreement payments.  The
Company has not been profitable since inception.  In the fiscal
years ended October 31, 2008 and 2007, the Company had losses from
operations of $20.3 million and $36.3 million, respectively.  It
had an accumulated deficit of $584 million as of January 31, 2009.
It anticipates that it will continue to generate losses for the
next several years.  The Company has said cash on hand and
expected cash inflows are expected to only last into April 2009.
Without sufficient additional cash, the Company will be forced to
cease operations and liquidate its assets.

In June 2008, the Company signed an agreement with purchasers for
a private placement of its class A common stock and warrants for
up to $2.3 million assuming no exercise of the warrants.

Under the terms of the agreement the Company sold to accredited
investors in monthly tranches 4,737,928 shares of its common stock
and warrants to acquire an additional 4,737,928 shares.  The price
for one share and one warrant was $0.3377, and the exercise price
of each warrant is $0.45.  The warrants have terms of five years,
become exercisable six months after the closing date, and are
callable by Biopure after the initial exercise date provided that
the weighted average price of Biopure's common stock for ten
consecutive days is over $0.675.  Under the agreement, the Company
raised a total of $1.5 million.

The Company expects current assets and product sales to be
sufficient to fund operations through April 2009 under the current
operating plan.  The Company said it will require significant
additional funding to remain a going concern and to fund
operations until such time, if ever, as it becomes profitable.
There can be no assurance that adequate additional financing will
be available to the Company on terms that it deems acceptable, if
at all.  To continue operations in the near term, the Company is
actively seeking to raise additional capital or a strategic
alliance transaction.

In March 2009, the Company sold its manufacturing facility and
land in Pennsylvania and entered into a lease for that facility
for consideration of $1.4 million, of which $1.2 million was in
the form of cash and the balance as rent abatements.  The Company
expects that its resources available at January 31, 2009, plus the
cash proceeds from the facility sale-leaseback should be
sufficient to fund operations through April 2009.

                        Biopure Corporation

Biopure Corporation develops and markets pharmaceuticals, called
oxygen therapeutics, that are intravenously administered to
deliver oxygen to the body's tissues.  On November 21, 2008, the
company announced that it had suspended manufacturing and
terminated most of its work force for financial reasons.  The
company may not be able to continue as a going concern.

As of January 31, 2009, the Company had $7.2 million in total
assets and $1.9 million in total liabilities, all current.


BLOOMSOUTH FLOORING: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Boston Business Journal reports that Bloomsouth Flooring Corp. has
filed for Chapter 11 protection.

According to Business Journal, Bloomsouth Flooring listed $500,000
to $1 million in assets, including $261,000 in accounts
receivable.  Business Journal says that Bloomsouth Flooring has
$1 million to $10 million in debts.  Business Journal states that
Bloomsouth Flooring's debts include:

     -- obligations of $888,000 to the Internal Revenue Service,
     -- $159,000 to the state Department of Revenue, and
     -- $75,000 to the state Division of Employment.

A. Russell Lucid of Rockland, Massachusetts, assists Bloomsouth
Flooring in its restructuring effort, Business Journal relates.

Bloomsouth Flooring Corp. -- http://www.bloomsouth.com/-- is
based in Canton, Massachusetts.  It is incorporated in 1999.  It
is a licensed dealer of the patented Levitate furniture lift
technology -- a complete "one-stop" solution for the replacement
of carpet without the time-consuming and costly moving of office
furniture systems.  BloomSouth Flooring also specializes in Food
Processing/Production Floors, known as "acid-proof" brick
flooring.


BORDERS GROUP: Refocuses on Books to Revitalize Sales
-----------------------------------------------------
As part of an effort to revitalize sales following another year of
losses, Borders Group is looking to return to its roots as an
outlet for serious readers, Jaclyn Trop at The Detroit News
reports citing company officials.

The Detroit News reports that the company plans to focus on book
sales and offer more children's, cooking and biography titles,
while scaling back its multimedia inventory, including CDs and
DVDs.

According to The Detroit News, CEO Marshall, who replaced former
chief executive George Jones in January, has been charged with
rescuing Borders from declining sales.  Mr. Marshall, as cited by
the report, said Borders also will focus on improving its
financial health, closing the gap with its competitors and
streamlining operations, from customer service to logistics to
information technology.

But the downsizing and cuts in inventory most likely won't staunch
Borders' money losses, The Detroit News says according to Jim
McTevia, managing partner of Bingham Farms-based turnaround firm
McTevia & Associates.  He said Borders will probably be forced to
file for Chapter 11 bankruptcy protection this year.

                       About Borders Group

Headquartered in Ann Arbor, Mich., Borders Group, Inc. --
http://www.bordersgroupinc.com-- describes itself as a
$3.8 billion retailer of books, music and movies with more than
1,100 stores and over 30,000 employees worldwide. Borders owns a
majority stake in Paperchase Products Limited, a leading gifts and
stationery retailer in the United Kingdom, and showcases their
products in their stores, as well as Books etc., Borders other,
mostly London-based bookshop chain.


BRITISH VITA: To Meet with Creditors for Debt-for-Equity Exchange
-----------------------------------------------------------------
British Vita, the polymer producer acquired by buyout firm TPG
Inc. in 2005, is to meet with creditors on a plan to swap loans
for equity, Bloomberg News' John Glover reports, citing two people
with knowledge of the matter.

TPG is asking senior lenders to cancel debt in exchange for a
37.5% stake in the London-based chemical maker, said the people,
who declined to be identified because the talks are private. TPG's
controlling stake will be cut to 33% under the proposal to be made
at a meeting on April 17, Bloomberg said.

Bloomberg relates that British Vita missed an interest payment in
December on some of the GBP663 million ($954 million) of loans
used to finance its buyout.  The Company's senior loans were
valued at 15.5% of face value at an auction to settle
creditdefault swaps on its debt.

Bloomberg News reports that the proposed debt exchange includes
TPG and some mezzanine lenders putting in 60 million euros ($79.5
million) of new money. Mezzanine creditors, who rank after senior
lenders for repayment, will get a 16.7% stake, with 2.5% coming
from their previous investment. Lenders in a new 35 million-euro
revolving credit will get a 9.9% stake.

Headquartered in London, British Vita Group --
http://www.thevitagroup.com/-- produces cellular and industrial
polymers, engineered thermoplastic sheet and nonwovens.  It
operates nearly 80 sites in 20 countries.


BSC DEVELOPMENT: Sent to Chapter 11 by Park Lane Catering
---------------------------------------------------------
James Fink at Business First of Buffalo reports that Park Lane
Catering has filed a Chapter 11 bankruptcy petition for BSC
Development.

According to Business First, Park Lane is an anchor tenant at
BSC's Statler.  Business First relates that Park Lane filed a
lawsuit against BSC in December 2008 after it suffered more than
$1 million in damages through lost bookings because of
uncertainties surrounding the Statler Towers.  The report states
that Park Lane has more than 200 events booked at the Statler's
Golden Ballroom and Rendez-Vous Room.  Court documents say that
Statler, faced with a continuing loss of tenants, is losing more
than $70,000 per month.

Business First states that Park Lane retained bankruptcy attorney
Garry Graber, Esq., at Hodgson Russ, to handled the legal
proceedings.

National Fuel Gas Corp., according to Business First, is
threatening to shut off gas to Statler next week.

BSC Development owns Statler Towers.


BUCKHEAD COMMUNITY: Defers Quarterly Interest Payments on TruPS
---------------------------------------------------------------
Buckhead Community Bancorp, Inc., says its management and Board of
Directors are working on plans to improve the Company's capital
ratios and to reduce the level of classified assets and are also
considering various strategic alternatives.  Since inception, the
Company has not paid a dividend on the common stock of its holding
company, Buckhead Community Bancorp, Inc.  From time to time the
Bank has paid dividends to the holding company.  Dividends from
the Bank represent the primary source of the Company's cash flow.
Its current regulatory status may prohibit the Bank from paying
dividends to the Company.  The Company has elected to defer the
payment of interest on its holding company debt for one year.

Specifically, the Company said that, at December 31, 2008 and
2007, it had junior subordinated debt totaling $15.5 million.  On
March 6, 2009, the Company began exercising its right to defer
quarterly interest payments for each of the trust preferred
securities and related debentures.

For Trust I, the Company intends to defer interest payments from
March 31, 2009 to December 31, 2009, and for Trust II, it intends
to defer interest payments from April 7, 2009 to January 7, 2010.
During this period of deferral, the Company is precluded from
repurchasing shares of common stock and from paying dividends on
outstanding common stock.

Buckhead Community Bancorp, Inc. is a bank holding company whose
principal activity is the ownership and management of its wholly
owned subsidiary, The Buckhead Community Bank.  The Bank is a
commercial bank headquartered in Atlanta, Fulton County, Georgia.
The Bank operates seven branch locations and one loan production
office, all of which are located in metropolitan Atlanta, Georgia.
The Bank provides a full range of banking services in its primary
market areas.

As of December 31, 2008, the Company had $909.9 million in total
assets and $856.8 million in total liabilities.


BUCKHEAD COMMUNITY: Not Well Capitalized; "Going Concern" Raised
----------------------------------------------------------------
Buckhead Community Bancorp, Inc., said the report of Mauldin &
Jenkins, LLC, its independent registered public accountants, which
is included in the Company's 2008 annual report to stockholders,
contains an explanatory paragraph as to the Company's ability to
continue as a going concern.  The accountants cited the Company's
recurring losses, declining capital levels, and the memorandum of
understanding with the Federal Deposit Insurance Corp. and Georgia
Department of Banking and Finance.

The Company incurred a net loss of $36.4 million for the year
ended December 31, 2008.  This loss was largely the result of
dramatic increases in non-performing assets, which caused the
Company to replenish and build its allowance for loan and lease
losses and its reserve for OREO losses.  Margin compression also
contributed to its net loss for 2008.  Additionally, during the
fourth quarter of 2008, the Company recorded impairment charges of
$17.4 million related to goodwill and core deposit intangible
assets.  Although the Company has attempted to manage its balance
sheet to improve net interest margin, in many cases it has had to
sacrifice profitability for liquidity, such as offering higher
rates to attract time deposits.

Buckhead has made efforts to reduce non-interest expense, by way
of a reduction in force, salary reductions and other general cost-
cutting measures.  In late 2008, it also revamped its service
charge structure in an effort to boost non-interest income for
2009.  During the first quarter of 2009, it has continued to
examine non-interest expense and have made further reductions in
cost where possible.

Interest reversals on non-performing loans and increases to
nonearning, foreclosed assets could continue in 2009, and hinder
the Company's ability to improve net interest income.  Also,
increases in the allowance for loan and lease losses and the
reserve for OREO losses are likely to continue in 2009, which will
negatively impact its ability to generate net income during the
year.

The Buckhead Community Bank is currently operating under
heightened regulatory scrutiny and entered into an informal
Memorandum of Understanding dated November 10, 2008.  The MOU
places certain requirements and restrictions on the Bank including
but not limited to:

   -- The Tier I Leverage Ratio, Tier I Risk Based Ratio, and the
      Total Risk Based Capital Ratio must be at least 8%, 6% and
      10%, respectively.

   -- Plans must be made for the scheduled reduction of certain
      "classified assets."

   -- No cash dividends may be paid without prior regulatory
      approval.

As of December 31, 2008, and the subsequent prior periods, the
Company was not in compliance with the requirements of the MOU.
Its failure to comply with the informal agreement could result in
further action by its banking regulators such as the issuance of a
formal written agreement -- i.e. Order to Cease and Desist.

As of December 31, 2008, the Company was not "well capitalized"
under regulatory guidelines.  In light of the requirement to
improve capital ratios of the Bank, management is pursuing a
number of strategic alternatives.  Current market conditions for
banking institutions, the overall uncertainty in financial markets
and the Company's high level of non-performing assets are
potential barriers to the success of these strategies.  Failure to
adequately address the regulatory concerns may result in actions
by the banking regulators, including but not limited to, entry
into a formal written agreement.

Ongoing failure to adequately address regulatory concerns could
ultimately result in the eventual appointment of a receiver or
conservator of the Bank's assets.  If current adverse market
factors continue for a prolonged period of time, new adverse
market factors emerge, or the Company is unable to successfully
execute its plans or adequately address regulatory concerns in a
sufficiently timely manner, it could have a material adverse
effect on the Company's business, results of operations and
financial position.

Buckhead Community Bancorp, Inc., is a bank holding company whose
principal activity is the ownership and management of its wholly
owned subsidiary, The Buckhead Community Bank.  The Bank is a
commercial bank headquartered in Atlanta, Fulton County, Georgia.
The Bank operates seven branch locations and one loan production
office, all of which are located in metropolitan Atlanta, Georgia.
The Bank provides a full range of banking services in its primary
market areas.

As of December 31, 2008, the Company had $909.9 million in total
assets and $856.8 million in total liabilities.


BUFFETS INC: Moody's Assigns 'Caa1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
and Caa1 Probability of Default Rating to Buffets, Inc.  In
addition, Moody's assigned a B1 (LGD 2, 15%) senior secured rating
to the company's $120 million senior secured 1st lien term loan
due 2012.

Proceeds from the term loans will be used to finance Buffets,
Inc.'s exit from Chapter 11 Bankruptcy.  The company filed for
reorganization under Chapter 11 on January 22, 2008.  The outlook
is stable.

"The ratings consider that although the factors that lead Buffets,
Inc. to file for bankruptcy are being addressed during the
reorganization process, weak consumer demand trends and intense
competition are not likely to abate over the near term." stated
Bill Fahy, Senior Analyst.  "As a result, the company's operating
margins, cash flow, and liquidity will continue to be pressured
despite the benefits achieved through a modified capital structure
and improved cost structure."

The ratings also acknowledge Buffets, Inc.'s significant leverage
-- debt/EBITDA is expected to be over 6.5 times upon the emergence
of bankruptcy -- and the lack of an external liquidity facility.
Under the current reorganization plan, the company will not have a
revolving credit facility.  Additionally, while EBITA is expected
to cover its cash interest, it will not be enough to cover both
cash and non-cash interest.

The assigned ratings are subject to Buffets, Inc. receiving final
approval of its reorganization plan along with a successful
emergence from bankruptcy.  The ratings are also subject to the
receipt and review of final documentation.

Buffets, Inc. owns, operates, and franchises steak-buffet style
family restaurants.  Annual revenues are approximately $1.5
billion.


CALIFORNIA STATE: Names L. Chick as $50-Bil Stimulus Fund Watchdog
------------------------------------------------------------------
Jennifer Steinhauer at The New York Times reports that Gov. Arnold
Schwarzenegger has appointed Laura Chick as watchdog for the
estimated $50 billion in federal stimulus money or state fiscal
stabilization fund to be disbursed to cities and organizations in
California.

According to The NY Times, Ms. Chick is the Los Angeles controller
who has caused headaches for city officials and agencies by
exposing waste and incompetence.

                Budget for Underfunded School Cut

Jim Carlton at The Wall Street Journal reports that the state of
California's budget cuts has included money for the California
State University.

According to WSJ, the state government has cut more than
$500 million in the budget for CSU, which has been underfunded
over the past two years.

WSJ relates that CSU officials have to abandon the policy of
accepting all qualified applicants to schools of their choice in a
system that currently has more than 450,000 students.  WSJ notes
that for the years 2009-10, some 10,000 eligible applicants are
being turned away from the schools they wanted to attend.  The
report says that CSU has also cut courses offered, increasing the
number of students in one class and forcing more undergraduates to
postpone graduation.


CALPINE CORP: To Pursue Buy Back of $7-Bil. Bankr. Exit Loan
------------------------------------------------------------
Emre Peker of Bloomberg reports that Calpine Corp., which came out
of bankruptcy in January 2008, plans to seek an amendment to buy
back its $7 billion bankruptcy exit loan.

According to Bloomberg, during a conference call with analysts on
March 31, Chief Financial Officer Zamir Rauf said that Calpine,
which borrowed $725 million from its $1 billion revolving line of
credit in October, wants to buy back the debt at a discount.

An analyst with CreditSights Inc. in New York Andy DeVries wrote
in a report that the credit agreement restricts Calpine from
offering less than 101 cents on the dollar for the loan, which is
trading at 76 cents to 77 cents.

The term loan portion, according to the report, which charges
Calpine an interest rate of 2.875 percentage points more than the
London interbank offered rate, was trading at 80.5 cents to 81.25
cents on the dollar, Standard & Poor's LCD reported, citing people
it didn't name.

                         About Calpine

Based in San Jose, California, Calpine Corporation (OTC Pink
Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers
and communities with electricity from clean, efficient, natural
gas-fired and geothermal power plants.  Calpine owns, leases and
operates integrated systems of plants in 21 U.S. states and in
three Canadian provinces.  Its customized products and services
include wholesale and retail electricity, gas turbine components
and services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The Company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  Michael S. Stamer, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, represents the Official
Committee of Unsecured Creditors.  As of Aug. 31, 2007, the
Debtors disclosed total assets of $18,467,000,000, total
liabilities not subject to compromise of $11,207,000,000, total
liabilities subject to compromise of $15,354,000,000 and
stockholders' deficit of $8,102,000,000.

On Feb. 3, 2006, two more affiliates, Geysers Power Company, LLC,
and Silverado Geothermal Resources, Inc., filed voluntary chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 06-10197 and 06-10198).
On Sept. 20, 2007, Santa Rosa Energy Center, LLC, another
affiliate, also filed a voluntary chapter 11 petition (Bankr.
S.D.N.Y. Case No. 07-12967).

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  The Amended Plan was deemed
effective as of Jan. 31, 2008.

(Calpine Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., <http://bankrupt.com/newsstand/>or 215/945-7000).


CAPA MANUFACTURING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: CAPA Manufacturing Corp.
        7100 Holladay Tyler Road
        Glenn Dale, MD 20769
        Tel: (301) 352-8800
        Fax: (240) 544-4030

Bankruptcy Case No.: 09-15758

Chapter 11 Petition Date: April 2, 2009

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Christopher William Mahoney, Esq.
                  cmahoney@duanemorris.com
                  Duane Morris LLP
                  505 9th Street, Suite 1000
                  Washington, DC 20004-2166
                  Tel: (202) 776-7867

Estimated Assets: Less than $50,000

Estimated Debts: $10 million to $50 million

The Debtor does not have any creditors who are insiders.

The petition was signed by Harley A. Hughes, president chief
executive officer.


CELL THERAPEUTICS: Meets NASDAQ Requirements on Continued Trading
-----------------------------------------------------------------
Cell Therapeutics, Inc. (CTI) (Nasdaq and MTA: CTIC) on April 2,
2009, received notice from The NASDAQ Stock Market indicating that
the company has evidenced full compliance with all applicable
requirements for continued listing on The NASDAQ Capital Market.
The notice followed CTI's compliance with the minimum $35 million
market value of listed securities requirement for a minimum of 10
consecutive trading days, as required by Marketplace Rule
4310(c)(3).  As of April 1, 2009, the company's market
capitalization was $113,287,573.

"We are pleased to have regained compliance with The NASDAQ
Capital Market listing standards as the result of the increase in
our share price, which we believe is attributable to the progress
we continue to make in our drug development programs," said James
A. Bianco, M.D., CEO of Cell Therapeutics.  "We look forward to
adding greater shareholder value through our submission of a New
Drug Application (NDA) for pixantrone for aggressive relapse non-
Hodgkin's lymphoma in the second quarter of 2009 and potential
approval this year, in addition to other strategic business
initiatives we are currently pursuing."

As disclosed on September 6, 2008, and October 10, 2008, the
company was previously notified by NASDAQ regarding its non-
compliance with the $50 million market value of listed securities
requirement for continued listing on The NASDAQ Global Market.  At
the company's request, on January 6, 2009, the NASDAQ Listing
Qualifications Panel determined to transfer the listing of the
company's common stock from The NASDAQ Global Market to The NASDAQ
Capital Market, subject to the company demonstrating compliance
with all applicable requirements for continued listing on The
NASDAQ Capital Market, which deadline was extended to April 6,
2009.  The matter is now closed.

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics Inc. --
http://www.CellTherapeutics.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                        Going Concern Doubt

Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Cell Therapeutics' ability to continue as
a going concern after auditing company's financial statements for
the year ended Dec. 31, 2007.  The auditing firm reported that the
Company has substantial monetary liabilities in excess of monetary
assets as of Dec. 31, 2007, including approximately $19.8 million
of convertible subordinated notes and senior subordinated notes
which mature in June 2008.

As of December 31, 2008, the Company had $64.2 million in total
assets and $187.9 million in total liabilities, resulting in
$132.0 million in shareholders' deficit.


CHARLES SILLER: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charles W. Siller
        1229 Whyler Road
        Yuba City, CA 95991

Bankruptcy Case No.: 09-26168

Chapter 11 Petition Date: April 2, 2009

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Randy Michelson, Esq.
                  Michelson Law Group
                  150 Spear St., #1600
                  San Francisco, CA 94105
                  Tel: (415) 393-2370

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Cotchett, Pitre & McArty       Attorney Fees      $118,000,000
840 Malcome Road
Burlingame, CA 94010
Tel: (650) 697-6000

Neal McArthur Siller           Contract           $3,000,000
710 No. George Washington Blvd
Yuba City, CA 95993
Tel: (530) 682-7819

Spiller & McProud              Attorney Fees      $2,500,000
505 Coyote
Neveda City, CA 95959
Tel: (530) 265-5831

Michael Barrette               Attorney Fees      $1,500,000
990 Klamath Lane
Yuba City, CA 95993
Tel: (530) 674-5996

Randy Thomas                   Attorney Fees      $1,000,000
Attorney At Law
18826 N. Lower Sacramento
Road, Ste G
Wood Bridge, CA 95258
Tel: (209) 369-2755

Hauser & Mouzes, PC            Attorney Fees      $1,000,000
18826 N. Lower Sacramento Rd.
Wood Bridge, CA 95258
Tel: (209) 368-1368

Francis (Bud) Williamson       Attorney Fees      $250,000

PG&E                           Trade Debt         $3,000

Sutter County                  Property Tax       $350

Blue Cross                     Insurance          $300

Department of Motor Vehicle    Trade Debt         $300

David C. Behr, CPA             Trade Debt         Unknown

Thomas Friedberg               Attorney Fees      Unknown

Terrence Keely, Esq.           Attorney Fees      Unknown

Gregory Goth, Esq.             Attorney Fees      Unknown

George S. Wass, Esq.           Attorney Fees      Unknown


CHILDREN'S MUSEUM: Will File for Chapter 7 Bankruptcy Protection
----------------------------------------------------------------
Rick Orlov at LA Daily News reports that The Children's Museum of
Los Angeles will file for Chapter 7 bankruptcy protection due to
recession, weak public support, and funding problems.

LA Daily relates that The Children's Museum board of directors
surrendered to the impossibility of raising enough money to repay
loans and operate the museum.  The Children's Museum Executive
Director Cecilia Aguilera Glassman, hired two years ago to raise
money for the $52 million, 57,000-square foot facility planned for
the Hansen Dam Recreation Area, said in March 2009 that the museum
would need at least $22 million to open as scheduled in 2010,
according to LA Daily.

Sherman Oaks businessman Bruce Friedman, says LA Daily, had
pledged $10 million to help revive the project, but he had been
charged with securities fraud, and all of his financial assets
were frozen.  "Since then, we were not able to raise any money,"
the report quoted Ms. Glassman as saying.

The Children's Museum is located in the San Fernando Valley in Los
Angeles, California.


CHRYSLER LLC: Lenders Back Plan to Join Supplier Aid Program
------------------------------------------------------------
Chrysler LLC's secured lenders agreed to let the Company
participate in a $1.5 billion government aid program for
suppliers, Mike Ramsey at Bloomberg reports, citing a person
familiar with the matter.

The source said that this means that the banks aren't gearing up
for Chrysler's liquidation, as the program would require the
Company to spend as much as $75 million of its cash reserve,
Bloomberg relates.  Bloomberg, citing a person familiar with the
matter, states that Chrysler has been allocated $1.5 billion of a
$5 billion supplier-aid fund that the U.S. Treasury created.

According to Bloomberg, partsmakers were having trouble securing
loans to build parts due to the risk that a client might go into
bankruptcy and fail to pay them.  Bloomberg says that the program
is designed to ensure payment for parts made for U.S. automakers.
The report states that the program guarantees payments to
autoparts makers who supply Chrysler and General Motors Corp. for
a fee of as much as 3%.  According to the report, suppliers
usually get paid 45 to 60 days after shipping parts to an
automaker.

Bloomberg relates that Chrysler had made no progress in arranging
a debt-for-equity swap with its secured lenders.  Chrysler CEO
Robert Nardelli told CNBC in March that Treasury would take the
lead on the talks.

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: To Get Continue Getting Parts From Transcast
----------------------------------------------------------
On April 3, 2009, the Ontario Courts ordered Transcast Precision
Inc. to supply sufficient parts to Chrysler, GM, Magna and Gates
for 14 days of production.  Additionally, another proceeding is
required within that two-week period to settle matters regarding
ongoing price and supply.

"If the North American auto industry intends to rebuild itself and
emerge from our current recession, it must defend the rights of
all business owners -- especially the auto parts manufacturers who
are being economically exploited," said Dean Topolinski, President
and Director of Transcast Precision Inc.  "We are hopeful that the
courts will recognize the established pricing and negotiations
tactics that exist in market -- ones predisposed to the unfair
treatment of smaller auto parts manufacturers and suppliers that
rely on relatively few, but very large customers."

"Transcast has regrettably been portrayed by Chrysler, et al., as
a form of corporate raider seeking to take advantage of the OEMs
in the current economic maelstrom in which the automotive industry
finds itself.  Transcast has had no opportunity to present its
side of this story in the proceedings, which were commenced
without notice to Transcast and while senior management were out
of Canada."

Transcast said that on March 30, it initiated contact with
Chrysler to sell existing company assets and to enter into an
agreement that would permit the long-term viability of the new
company.  While the correspondence indicated that inventory would
need to be purchased above previous prices, the increase was
required to help offset a number of transition costs including
legal bills and unpaid severance from the previous supplier. This
price increase was for a five-day term only.  The longer-term
agreement was to be negotiated during this interim phase.

Transcast said in its statement that notwithstanding its offer to
negotiate, Chrysler, Magna, Gates, and GM decided not to engage in
discussions to come to a commercial solution to keep the plant
open.  Rather, they proceeded without notice to take Transcast to
court to seek interim relief for the return of tooling and parts.
When Transcast discovered the ex parte motions, Transcast appeared
in court and vigorously opposed the position presented by
Chrysler, Magna, Gates and GM.  Transcast will continue to argue
its position in court by presenting the facts of the case, which
has yet to be finally argued.  Any orders made by the Court at
this stage are interim only.

                         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.

                       About General Motors

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

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

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

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

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

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

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

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

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

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

As reported in the Troubled Company Reporter on June 24, 2008,
Dominion Bond Rating Service 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.


CITIGROUP INC: Consumer Business Chief to Retire After 30 Years
---------------------------------------------------------------
Dow Jones Newswires reports that Citigroup Inc. said that
Citi Holdings' consumer business chief, Steve Freiberg, will
retire after almost three decades with the company.

Dow Jones relates that Mr. was appointed in January 2009 as leader
of the consumer business in Citi Holdings, including mortgage
servicing and private-label credit cards.  According to Dow Jones,
Mr. Freiberg had been leading Citigroup's credit-card operations
since 1980.  Citigroup, says the report, consolidated in March
2008 its U.S. and international credit-card businesses into a
single global business led by Mr. Freiberg.

Joe Bel Bruno at The Wall Street Journal states that some
discount-brokerage firms report a surge of individual, or retail,
investors purchasing Citigroup shares during the past five months,
as the Company's stock-price drop.  WSJ notes that at online-
brokerage firm TradeKing, about 9.3 million shares of Citigroup
traded in March 2009, compared with 3.4 million in February 2009.

Citing analysts, WSJ states that analysts' average price target
for the Citigroup stock is $3.53, despite the Company's recent
losses and worries about the impact of the recession.  According
to WSJ, Fox-Pitt Kelton analyst David Trone said that he expects
Citigroup shares "to gravitate back up toward the $3 mark once the
emotion of the moment passes."

     Coughlin Stoia Files Class Action Suit Against Citigroup

Coughlin Stoia Geller Rudman & Robbins LLP said that a class
action has been commenced in the United States District Court for
the Southern District of New York on behalf of all persons who
acquired depositary shares of Citigroup's 8.50% Non-Cumulative
Preferred Stock, Series F, pursuant and/or traceable to a false
and misleading registration statement and prospectus issued in
connection with the Company's May 2008 initial public offering of
the Securities.

The complaint charges Citigroup, certain of its officers and
directors, the underwriters of the Offering, and the Company's
auditor with violations of the Securities Act of 1933.  The
complaint alleges that the defendants consummated the Offering
pursuant to the false and misleading Registration Statement and
Prospectus, selling 81.6 million shares of the Securities at $25
per share, for proceeds of over $2 billion.  The Registration
Statement incorporated Citigroup's financial results for 2007 and
the first quarter of 2008.  Citigroup ultimately disclosed huge
multi-billion dollar writedowns associated with its exposure to
subprime mortgages, related bonds called collateralized debt
obligations, and commercial real estate loans and investments, as
well as loans to companies with low credit ratings, causing the
price of the Securities to decline.

The true facts which were omitted from the Registration Statement
were:

     (a) the Company's CDOs were impaired to a greater extent
         than the Company had disclosed;

     (b) the Company's commercial real estate loans were impaired
         to a greater extent than the Company had disclosed;

     (c) the Company's investments were impaired to a greater
         extent than the Company had disclosed;

     (d) the Company's loans to companies with low credit ratings
         were impaired to a greater extent than the Company had
         disclosed;

     (e) the assets in the Company's structured investment
         vehicles were impaired to a greater extent than the
         Company had disclosed;

     (f) defendants failed to properly record losses for impaired
         assets;

     (g) the Company's internal controls were inadequate to
         prevent the Company from improperly reporting its
         impaired assets; and

     (h) the Company's capital base was not adequate in light of
         the significant deterioration in the subprime market.

Plaintiff seeks to recover damages on behalf of all persons who
acquired the Securities of Citigroup pursuant and/or traceable to
the Registration Statement issued in connection with the Company's
May 2008 Offering.  The plaintiff is represented by Coughlin
Stoia, which has expertise in prosecuting investor class actions
and extensive experience in actions involving financial fraud.

                      About Coughlin Stoia

Coughlin Stoia Geller Rudman & Robbins LLP -- http://www.csgrr.com
-- a 190-lawyer firm with offices in San Diego, San Francisco, Los
Angeles, New York, Boca Raton, Washington, D.C., Philadelphia and
Atlanta, is active in major litigations pending in federal and
state courts throughout the United States and has taken a leading
role in many important actions on behalf of defrauded investors,
consumers, and companies, as well as victims of human rights
violations.

                       About Citigroup

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

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


COACHMEN INDUSTRIES: Stock Suspended from NYSE Trading
------------------------------------------------------
Elkhart, Indiana-based Coachmen Industries, Inc., received a
written notice from NYSE Regulation, Inc., that trading of the
Company's common stock on the New York Stock Exchange would be
suspended before the NYSE opens on April 9, 2009, because it did
not maintain an average global market capitalization of at least
$15.0 million over a consecutive 30 trading-day period.

"Given the broad declines in value in the overall market, and
widespread questions about recovery of the housing industry, and
because of continued downward pressure on our stock from short
sellers, this development is not entirely unexpected," said Rick
Lavers, CEO and President.  "The Company is considering its
options, but regardless, our shareholders should understand that
if we are delisted on the New York Stock Exchange, Coachmen's
shares will still be publicly traded, just in a different venue.
Delisting may actually help us improve our bottom line performance
by reducing some of our overhead costs."

The Company has a 10-day period in which to file an appeal of NYSE
Regulation's decision.  The Company may elect to file an appeal
prior to the effective date of the trading suspension.  NYSE
Regulation has informed the Company that application to the
Securities and Exchange Commission to delist the Company's common
stock is pending the completion of all applicable procedures,
including any appeals by the Company of NYSE Regulation's
decision.

If it elects not to appeal the NYSE's decision, the Company will
work with potential market makers to apply for registration and
quotation of its common stock on either the OTCQX or the OTC
Bulletin Board.  Any transition to the over-the-counter markets
would not affect the Company's business operations and would not
change its obligations to file periodic and certain other reports
with the Securities and Exchange Commission under applicable
federal securities laws.

                        Going Concern Doubt

In March, Coachmen disclosed that its independent public
accounting firm -- Ernst & Young LLP -- has said despite the
Company's sale of the assets related to its RV Segment, the
Company's recurring net losses and lack of current liquidity raise
substantial doubt about its ability to continue as a going
concern.

Coachmen said its ability to continue as a going concern is highly
dependent upon its ability to obtain financing or other sources of
capital.  The Company is currently working with a bridge loan
lender to put in place a $6 million bridge loan.  The final terms
and timing of the closing of the loan are dependent upon a number
of factors, including the lender completing their due diligence,
determination of covenants, security and other terms and
documentation of the loan agreement.

The Company is also currently exploring various opportunities to
monetize a portion of the expected recovery on certain litigation
claims.  The Company has received a favorable verdict against
Crane Composites, Inc. f/k/a Kemlite for breach of contract and
multiple warranty claims arising from the sale of defective
sidewall material to Coachmen subsidiaries.  All of the counts
alleged in the original complaint were found in favor of the
Company.  The remaining phase of the trial will determine the
amount of damages payable on this liability judgment.  The Company
has asserted claims for warranty related expense in excess of $19
million and is seeking to recover additional damages for lost
profits, lost market share and the sale of the RV business.  It is
anticipated that the final phase of the trial will be conducted in
the latter part of 2009.  There can be no assurance about the
amount or timing of any recovery that the Company may realize from
this litigation, nor is there any assurance that the Company will
be able to monetize a portion of the potential settlement prior to
the final phase of the trial.

On February 10, 2009, the Company's Board of Directors authorized
and recommended, subject to shareholder approval, an amendment to
the Company's Articles of Incorporation, as amended, to authorize
the issuance of 10,000,000 shares of preferred stock.  The Indiana
Business Corporation Law requires approval of the Company's
shareholders to adopt the proposed amendment.  To be approved
requires that more shares are voted in favor of the amendment than
shares are voted against.  If shareholders approve and authorize
this amendment, the Company intends to file Articles of Amendment
to authorize the issuance of 10,000,000 shares of preferred stock
promptly following its annual meeting on April 30, 2009.  The
amendment will become effective upon filing the prescribed
Articles of Amendment with the Indiana Secretary of State.

The Company is also in discussions with a number of third parties
regarding various other opportunities to obtain financing or raise
equity capital.  There are no assurances that the Company's
efforts will be successful or the timing or terms of any such
opportunities.

"The success of our Viability Plan is dependent upon obtaining
financing or additional capital, and without such an infusion we
may not be able to continue as a going concern and could
potentially be forced to seek relief through a filing under the
U.S. Bankruptcy Code," Coachmen said.

On December 26, 2008, the Company completed the sale of
substantially all of the assets of the Company's RV Segment,
consisting of its recreational vehicle manufacturing and sales
business, to Forest River, Inc.  The closing consideration paid
was roughly $40.6 million.

In February 2009, Coachmen entered into an agreement with Forest
River with respect to certain financial obligations under the
parties' Asset Purchase Agreement of November 20, 2008.  Forest
River agreed to accept a fully collateralized short term note from
the Company in the original principal amount of $2,719,454.29 that
allowed the Company to pay its obligations over time.  As of March
23, 2009, the Company had paid the Note in full.

On March 23, 2009, Coachmen and Robert J. Deputy, one of the
Company's directors, entered into an agreement for a $2.3 million
short-term note from the Company in exchange for cash loaned to
the Company by Mr. Deputy.  The note is collateralized by two
properties, bears interest at a rate of 10% per annum, and is on
terms more favorable to the Company than those offered by
alternative sources of financing in commercial markets.   The note
may be called by the note holder at any time on or after April 20,
2009.  The Company intends to pay this note when it obtains
alternative financing arrangements.

Coachmen temporarily closed a plant in Rutherfordton, North
Carolina early in March.  The Company plans to reopen the facility
when the market recovers and demand is sufficient.  "[T]iming
depends on market conditions," the Company said.

                     About Coachmen Industries

Coachmen Industries, Inc. is one of America's premier systems-
built construction companies under the ALL AMERICAN HOMES(R) and
MOD-U-KRAF(R) brands, as well as a manufacturer of specialty
vehicles.  Coachmen Industries, Inc. is a publicly held company
with stock listed on the New York Stock Exchange (NYSE) under the
ticker COA.

Coachmen had $107.4 million in total assets and $54.7 million in
total liabilities as of December 31, 2008.  The Company posted a
net loss of $69.0 million in 2008 compared to net loss of $38.7
million in 2007, and $31.8 million in 2006.


CONSECO INC: Lacks Liquidity to Pay Off Debt in Case of Default
---------------------------------------------------------------
Conseco Inc. said in a regulatory filing with the Securities and
Exchange Commission that the covenants under its $911.8 million
credit facility with Bank of America N.A. and a consortium of
lenders, as amended, place significant restrictions on the manner
in which the Company may operate its business.  Conseco
acknowledged its ability to meet the financial covenants may be
affected by events beyond its control.

"If we default under any of these covenants, the lenders could
declare all outstanding borrowings, accrued interest and fees to
be immediately due and payable.  If the lenders under our Second
Amended Credit Facility would elect to accelerate the amounts due,
the holders of our Debentures and Senior Note could elect to take
similar action with respect to those debts.  If that were to
occur, we would not have sufficient liquidity to repay our
indebtedness," Conseco said.

Pursuant to the Second Amended Credit Facility, Conseco agreed to
a number of covenants and other provisions that restrict its
ability to borrow money and pursue some operating activities
without the prior consent of the lenders.  Conseco also agreed to
meet or maintain various financial ratios and balances. The Second
Amended Credit Facility prohibits or restricts, among other things
(i) the payment of cash dividends on the Company's common stock;
(ii) the repurchase of the Company's common stock; (iii) the
issuance of additional debt or capital stock; (iv) liens; (v)
certain asset dispositions; (vi) affiliate transactions; (vii)
certain investment activities; (viii) change in business; and (ix)
prepayment of indebtedness -- other than the Second Amended Credit
Facility.

The Second Amended Credit Facility also requires that the
Company's audited consolidated financial statements be accompanied
by an opinion, from a nationally-recognized independent public
accounting firm, stating that the audited consolidated financial
statements present fairly, in all material respects, the financial
position and results of operations of the Company in conformity
with GAAP for the periods indicated.  The opinion will not include
an explanatory paragraph regarding the Company's ability to
continue as a going concern or similar qualification.

Conseco said it was in compliance with the provisions of the
Second Amended Credit Facility as of December 31, 2008.

Also, pursuant to the Second Amended Credit Facility, as long as
the debt to total capitalization ratio is greater than 20% or
certain insurance subsidiaries have financial strength ratings of
less than A- from A.M. Best, the Company is required to make
mandatory prepayments with all or a portion of the proceeds from
these transactions or events including: (i) the issuance of
certain indebtedness; (ii) certain equity issuances; (iii) certain
asset sales or casualty events; and (iv) excess cash flows as
defined in the Second Amended Credit Facility -- the first
payment, of roughly $1.3 million is expected to be paid in March
2009.  The Company may make optional prepayments at any time in
minimum amounts of $3.0 million or any multiple of $1.0 million in
excess thereof.

At December 31, 2008, there was $55.0 million outstanding under
the revolving facility portion of the Second Amended Credit
Facility.

Last week, Conseco reported results for the fourth quarter and
year-end 2008.  Conseco posted net loss of $451.8 million for the
three months ended December 31, 2008, on total revenues of
$1.04 billion.  Conseco posted a net loss of $1.12 billion for
year 2008 on $4.18 billion in total revenues.  As of December 31,
2008, Conseco had $28.7 billion in total assets and $27.1 billion
in total liabilities.

During 2008, Conseco made scheduled principal payments totaling
$8.7 million on its Second Amended Credit Facility.  The scheduled
repayment of its direct corporate obligations -- including
payments required under the Second Amended Credit Facility, the
revolving credit facility, the Senior Note and the Debentures --
is:

              2009                    $90,000,000
              2010                    326,800,000
              2011                     33,700,000
              2012                     33,800,000
              2013                    845,500,000
                                   --------------
                                   $1,329,800,000
                                   ==============

"We are pleased to report our final results for the fourth quarter
2008 today, along with the successful renegotiation of our credit
facility with our lenders," Conseco CEO Jim Prieur said.
"Renegotiating our debt gives us greater financial flexibility
during times of market volatility, as we focus on the continued
growth of our core insurance businesses."

A full-text copy of Conseco's 2008 Annual Report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?3b17

A full-text copy of Conseco's Q4 Financial and Operating Results
is available at no charge at http://ResearchArchives.com/t/s?3b17

On March 31, 2009, Conseco issued additional financial information
for the quarter and year ended December 31, 2008.  A full-text
copy of the Fourth Quarter 2008 investor supplement is available
at no charge at http://ResearchArchives.com/t/s?3b18

                        About Conseco Inc.

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

                           *     *     *

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


CPG INTERNATIONAL: S&P Downgrades Issue-Level Ratings to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level ratings on CPG International Inc.'s senior unsecured
floating-rate notes due 2012 and senior unsecured fixed rate notes
due 2013.  The issue-level ratings were lowered to 'B-' (the same
as the corporate credit rating) from 'B' with a recovery rating of
'4', which indicates S&P's expectation of average (30%-50%)
recovery in the event of a default.  The outlook is negative.

"The downgrade reflects CPG International's weakening credit
metrics and S&P's expectation that the company's building products
business will remain under difficult operating conditions in the
near term due to the depressed residential end-markets and
weakening commercial construction activity," said Standard &
Poor's credit analyst Tobias Crabtree.

As a result, S&P expects the negative effects on CPG's operating
performance to continue, thus weakening its financial profile to a
level S&P would consider consistent with a lower rating.
Specifically, S&P expects adjusted total debt to EBITDA to remain
above 6.5x throughout 2009.  Still, liquidity should be adequate.

The ratings on CPG, a Scranton, Pennsylvania-based manufacturer of
engineered building products, reflect the company's cyclical and
seasonal niche markets, exposure to volatile raw material costs,
competition from substitute trim board and decking products, and
current challenging operating conditions.


EXPRESS ENERGY: S&P Downgrades Corporate Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Express Energy Services Operating L.P.
to 'CCC' from 'CCC+'.  The outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's senior secured debt to 'CCC' from 'CCC+' (the same as
the corporate credit rating), and left the recovery rating
unchanged at '3', indicating meaningful (50% to 70%) recovery in
the event of a payment default.

"The downgrade primarily reflects the continued rapid
deterioration in the North American oilfield service industry,"
said Standard & Poor's credit analyst Amy Eddy.

The company's largest segment, drilling support services, is
directly correlated to the U.S. land rig count, which has declined
by more than 45% from its peak in September 2008.  Although
Express has implemented several cost reduction initiatives, and
drastically curtailed capital spending, the company's EBITDA in
January 2009 declined by more than 40% compared to January 2008.
This deterioration has resulted in a precipitous drop in cash
flow, which could make it challenging for the company to make
required debt service payments of
$50 million in 2009, including $24 million in principal payments
and the remainder in interest expense.


CRUSADER ENERGY: Bankruptcy Filing Cues Default Under Loan Pacts
----------------------------------------------------------------
Crusader Energy Group, Inc., says the bankruptcy filing of the
company and its affiliates last week constitutes an event of
default under both the Second Amended and Restated Credit
Agreement, dated June 26, 2008, among the Company, Union Bank of
California, N.A., the administrative agent and issuing lender, and
the lenders party thereto, as amended, and the Second Lien Credit
Agreement, dated July 17, 2008, among the Company, JPMorgan Chase
Bank, N.A., as administrative agent, and the lenders party
thereto.  The events of default result in all amounts outstanding
under the Credit Facilities being immediately due and payable.

As of March 30, 2009, the Company had approximately $30 million
outstanding under the First Lien Credit Facility and approximately
$250 million outstanding under the Second Lien Credit Facility.
The ability of the lenders to enforce their rights under the
Credit Facilities is subject to the applicable provisions of the
Bankruptcy Code.

As reported in yesterday's Troubled Company Reporter, Crusader has
asked the U.S. Bankruptcy Court for the Northern District of Texas
for authority to:

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

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

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

Crusader also said that effective as of March 29, 2009, its board
of directors adopted a Second Amendment to the Second Amended and
Restated Bylaws of the Company, as amended.  The Second Amendment
amends Article III, Section 3.8 of the Bylaws to decrease the time
period by which advance written notice of each meeting of the
Board must be received by the members of the Board from 48 hours
prior to each meeting to 2 hours prior to each meeting.

                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 September 30, 2008, showed total assets of
$749,978,331 and total debts of $325,839,980.


CRUSADER ENERGY: Wants Jefferies & Company as Financial Advisors
----------------------------------------------------------------
Crusader Energy Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for authority
to employ Jefferies & Company, Inc., as financial advisors.

Jefferies will provide:

   a) the valuation of the Debtors in connection with a
      refinancing, restructuring, or sale pursuant to the
      Bankruptcy Code and acting as the exclusive financial
      advisor of the Debtors;

   b) assistance in the analysis of the Debtors' assets and
      liabilities; and

   c) other services.

Tero Janne, managing director of Jefferies, tells the Court that
the firm will be paid:

   a) a monthly fee equal to $125,000 per month for the first
      three months and $150,000 per month thereafter until the
      termination of the engagement.

      50% of the Monthly Fees in excess of $825,000 will be
      credited against the Debt Restructuring and M&A Transaction
      Fees.

   b) Termination Fee -- upon any termination of the engagement
      by the Debtors, if the aggregate amount of monthly fees
      paid to Jefferies is less than $375,000, the Debtors will
      pay Jefferies an amount equal to $375,000 over the
      aggregate amount of monthly fees paid by the Debtors prior
      to termination.

   c) Debt Restructuring Fee -- upon consummation of a debt
      restructuring, including the effective date of a confirmed
      plan, a fee equal to 1% of the principal amount of
      indebtedness of the Debtors restructured, plus any accrued
      interest thereon.

   d) M&A Transaction Fee -- upon the consummation of each M&A
      Transaction, a fee equal to the greater of (i) 1% of the
      Transaction Value or (ii) $2 million.

   e) Debt Restructuring and M&A Fee -- In the event a
      transaction is both a Debt Restructuring Transaction and an
      M&A Transaction, a fee equal to the greater of the Debt
      Restructuring and M&A Transaction Fees, but Jefferies will
      not be entitled to both fees.

   f) Capital Raise Fee -- upon the consummation of any financing
      transaction, a fee equal to (i) 5.5% of the proceeds, plus
      either (ii) in the case of secured debt, 1.5% of the
      greater of the aggregate principle or aggregate
      availability of debt raised; or (iii) in the case of other
      debt, 2.5% of the greater of the aggregate principle or
      aggregate availability of the debt raised.  If the Debtors
      execute a term sheet or definitive documentation with any
      of the parties within six weeks of the effective date of
      the engagement, 50% of the Capital Raise Fee is due at the
      time of execution and the remainder is due on consummation
       of the transaction.

   g) Opinion Fee -- upon the delivery of an Opinion, a fee equal
      to $1 million.  50% of the Opinion Fee will be credited
      against the M&A Transaction Fee for which the opinion is
      delivered.

   h) Break-Up Fee -- Jefferies is entitled to recover 25% of any
      Break-Up Fee received by the Debtors in connection with any
      M&A Transaction.

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

                       About Crusader Energy

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires 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 September 30, 2008, showed total assets of
$749,978,331 and total debts of $325,839,980.


DIPLOMAT CONSTRUCTION: Case Summary & 4 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Diplomat Construction, Inc.
        dba Red Roof Inc - Airport
        2100 Parklake Drive
        Atlanta, GA 30345

Bankruptcy Case No.: 09-68613

Chapter 11 Petition Date: April 3, 2009

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Joseph H. Turner, Jr. Esq.
                  Joseph H. Turner, Jr., PC
                  6139 Oakbrook Parkway, Suite D
                  Norcross, GA 30093
                  Tel: (770) 480-1939

Total Assets: $31,322,625

Total Debts: $11,330,505

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
R.C. Patel                     shareholder loan  $2,290,771
2100 Parklake Drive
Atlanta, GA 30345

Fulton County Tax              2008 real         $105,073
Commissioner                   property tax
PO Box 1050542
Atlanta, GA 30348

Red Roof Inn                   franchise svcs    $89,373
Franchise LLC
605 South Front St.
Columbus, OH 43215

City of Hapeville              2008 real         $71,013
                               property taxes

The petition was signed by R.C. Patel, chief executive officer.


DM INDUSTRIES: Comerica Loan Okayed on Interim; Sets Quick Sale
---------------------------------------------------------------
Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on an interim basis, DM
Industries, Ltd., to obtain postpetition financing from Comerica
Bank.

The Debtor said that, as a result of its financial condition, it
was unable to obtain an alternative source of cash or credit
either in the form of unsecured credit than those proposed by
Comerica Bank.

Comerica has required the Debtor to complete a sale of all of its
assets in two months.  The sale process is subject to these
milestones:

    (1) By no later than April 10, 2009, Debtor will retain an
        investment banker satisfactory to Comerica;

    (2) By May 29, 2009, Debtor will execute a purchase agreement
        with the stalking horse bidder, in a form and on terms
        acceptable to Comerica;

    (3) By May 29, 2009, Debtor will file a motion with this
        Court to approve the sale to the stalking horse bidder,
        subject to higher and better bids;

    (4) By June 29, 2009, Debtor will conduct an auction; and

    (5) Subject to the Court's calendar, by June 30, 2009, Debtor
        will obtain an order from this Court approving the sale

The Debtor and Comerica are parties to a Loan Agreement dated
April 30, 1998, as amended, pursuant to which the Debtor is
indebted (i) based on advances under a revolving credit note dated
March 1, 2005, as amended, under which a principal of $8,682,567
was outstanding as of the petition date, plus accrued and accruing
interest, costs, fees, and expenses, and (ii) under a fixed rate
installment note dated Oct. 20, 2005, under which principal of
$1,872,303 was outstanding as of the petition date, plus accrued
and accruing interest, costs, fees, and expenses.

Central Farms, Ltd., an affiliate of the Debtor, is indebted to
Comerica under a fixed rate installment note dated Dec. 14, 2006,
under which principal of $1,709,969 was outstanding as of the
petition date, plus accrued and accruing interest, costs, fees,
and expenses.  The Debtor and its general partner Eric Dormoy
guaranteed the Central Farms Note under Guaranties dated Dec. 14,
2006.

The liabilities owed by the Debtor to Comerica Bank in connection
with the prepetition notes, the Central Farms Guaranties, and the
other Loan Documents, including without limitation, interest,
costs, fees, any letter of credit reimbursement obligations, any
obligations of the Debtor under guaranties of debt for Central
Farms, Ltd., and expenses, are identified as prepetition
indebtedness.  The Guarantors guaranteed the prepetition
indebtedness under Guaranties dated Oct. 1, 2002, as amended from
time to time, and Oct. 24, 2007.  Comerica Bank acknowledges that
notwithstanding the Guaranties, Mr. Dormoy's guaranty is limited
to $3,500,000 plus interest on that amount and all costs incurred
by the Bank in collection efforts against the Debtor or Eric
Dormoy, including, without limit, Comerica's attorneys' fees.

The prepetition indebtedness is secured by substantially all of
the Debtor's assets, including without limitation, now owned or
hereafter acquired.

The DIP Credit Facility will be extended by Comerica subject to
these terms and conditions:

   a. The postpetition financing will be governed by the
      prepetition loan documents, subject to the modifications.

   b. Comerica will make postpetition advances, provided that the
      aggregate principal amount of the requested postpetition
      advance and all other postpetition advances outstanding as
      of the date, plus the outstanding aggregate principal
      amount of the Prepetition Revolving Note will not exceed
      the lesser of (i) 10,000,000 which includes Debtor's or
      Guarantors' obligations under any outstanding letters of
      credit issued by the Bank on behalf of the Debtor or any
      one of the Guarantors or (ii) the "advance formula".

   c. Under no circumstances will there be any further advances
      under the prepetition revolving note, whether in the form
      of an advance of funds or the issuance of a letter of
      credit.  Bank is not under any obligation to issue any
      letters of credit for the account of the Debtor or
      Guarantors.

   d. The Debtor may use the proceeds of the postpetition
      advances only to fund payment of expenses as and when
      budgeted, with a variance of up to 10% with respect to
      Operating Disbursements, but with no variance on
      Restructuring Expenses, provided the aggregate amount of
      expenditures does not exceed the aggregate budget.

   e. The Debtor's ability to request advances under the
      Postpetition Note will terminate on the earlier of (i)
      June 30, 2009, or (ii) upon a default by Debtor under the
      Postpetition Note, unless the Termination Date is extended
      by written stipulation of Comerica and the Debtor.

   f. The Debtor will be obligated to pay to Comerica a $100,000
      facility fee.  The facility fee is fully earned by Bank and
      is non-refundable.

   g. All cash and cash equivalents will be paid to Comerica at
      the existing cash collateral account at the bank and will be
      applied to the prepetition indebtedness until paid in full,
      and thereafter to the Postpetition Note.  The Debtor and
      Guarantors ratify and confirm all of the provisions of the
      prepetition loan documents.

   h. The Debtor will continue to employ Alan Goldberg, or other
      consulting firm acceptable to Comerica, as the Debtor's
      chief restructuring officer, to assist Debtor with its
      planned restructuring.

   i. Bank's Collateral Analysis Department will monitor the
      Debtor at its expense.  The Debtor will pay a fee for CAD
      monitoring of $1,000 per month, in advance on the first day
      of each month.

   j. The Debtor will start a sale process to sell all of its
      assets, subject to a predetermined set of previously agreed
      upon benchmarks.

The postpetition indebtedness will be secured by a first priority
security interest in and lien on all of the property of the
Debtor.

The Postpetition Indebtedness will have priority over all
administrative expenses incurred in or prior to this Case.  In
addition, and subject to statutory fees of the U.S. trustee, the
prepetition indebtedness will have priority over administrative
expenses incurred in this case.

The Bank is granted a continuing and replacement security interest
and lien in all of the postpetition collateral.  The replacement
lien on postpetition collateral granted to Bank will be junior
only to (a) the lien securing the Postpetition Indebtedness and
senior liens, if any, permitted by the prepetition loan documents,
and (b) if the Debtor's interest in any of the postpetition
collateral as of the petition date was encumbered by a valid,
binding and unavoidable lien senior to the prepetition lien held
by Bank, then to the existing senior lien only.

The Budget provides for a maximum amount of $25,000 to be funded
for the fees and expenses incurred by any Committee professionals
approved by the Court, if a Committee is formed.

The Advanced Formula Agreement is available for free at:

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

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

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

                     About DM Industries, Ltd.

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.  In its
bankruptcy petition, the Debtor said it has assets of $10 million
to $50 million and debts of $10 million to $50 million.


DM INDUSTRIES: Sampler Auctions Inventory Hydrotherapy Products
---------------------------------------------------------------
Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized DM Industries, Ltd., to
sell of substantially all of its surplus inventory of hydrotherapy
products at an auction conducted by Stampler Auctions, Inc.

Stampler Auctions, Inc., auctioned the Debtor's surplus inventory
of luxury hydrotherapy products on April 4, 2009, at 2320 N.W.
147th Street, Opa-Locka, Florida.

The Debtor related that it is necessary and appropriate to sell
the surplus inventory Luxury Hydrotherapy products to maximize its
value and avoid unnecessary storage costs to preserve it.

As the Court-authorized auctioneer, Sampler (i) prepared materials
to advertise and market the property; (ii) monitored all pre-
auction and post-auction activities and reported to the Debtor;
(iii) provided staffing and schedule appointments to afford local
and regional buyers an opportunity to inspect the property; and
(iv) provided other services as may be required, including
assisting the Trustee with meeting any deadlines imposed by the
Court and compliance with any procedures established by the Court.

The Debtor related that Sampler's compensation was based on a 10%
buyer's premium with no commission from the estate.  The buyer's
premium is paid for by each buyer.

Harry Sampler, president of Sampler, told the Court that the firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                     About DM Industries, Ltd.

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.  In its
bankruptcy petition, the Debtor said it has assets and debts of
$10 million to $50 million.


DM INDUSTRIES: Wants Berger Singerman as Bankruptcy Counsel
-----------------------------------------------------------
DM Industries, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of Florida for authority to employ Berger
Singerman, P.A., as counsel.

Berger Singerman will:

   a) advise the Debtor with respect to its responsibilities in
      complying with the U.S. Trustee's Guidelines and reporting
      requirements and with the rules of the Court;

   b) prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of the Chapter 11 cases;

   c) protect the interests of the Debtor in all matters pending
      before the Court; and

   d) represent the Debtor in negotiations with their creditors
      and in the preparation of a Plan.

Arthur J. Spector, Esq., a shareholder on Berger Singerman's
Business Reorganization Team, tells the Court that the hourly
rates for the professionals working on these cases are:

     Lawyers                            $320 - $535
     Arthur J. Spector,                     $500
     Douglas A. Bates, associate            $320
     Legal Assistants and Paralegals      $75 - $185

Prepetition, the Debtor paid the firm $112,578 for services and
expenses.  In addition, on March 27, 2009, Berger Singerman
received a bankruptcy retainer in the amount of $50,000.  The firm
will hold its bankruptcy retainer of $50,000 as security for the
fees and costs that may be awarded to it by the Court in this
case.

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

Mr. Spector can be reached at:

     Berger Singerman, P.A.
     350 East Las Olas Boulevard, Suite 1000
     Fort Lauderdale, Florida 33301
     Tel: (954) 525-9900
     Fax: (954) 523-2872

                     About DM Industries, Ltd.

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.  In its
bankruptcy petition, the Debtor said it has assets and debts of
$10 million to $50 million.


DRUG FAIR GROUP: Hudson Capital to Conduct GOB Sales at 22 Stores
-----------------------------------------------------------------
According to a Bloomberg News report, Drug Fair Group Inc., the
operator of 58 drug and general merchandise stores, received final
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Hudson Capital Partners LLC as agent to conduct
going-out-of-business sales at 22 of the stores not being
purchased by Walgreen Co.

Bloomberg's Bill Rochelle relates that Hudson guarantees a
recovery of 44% of the cost of the inventory at the closing
stores.  The report adds that after the GOB sales bring in enough
to cover the guarantee, the expenses of the sale and a 5% fee for
Hudson, the next 2% will be split 50-50 between Drug Fair and the
agent.  Additional proceeds from the GOB sales will go 70% to Drug
Fair and 30% to Hudson.

Hudson, Mr. Rochelle notes, is among the liquidators that won the
auction to liquidate Gottschalks Inc.

As reported by the TCR on March 25, 2009, Drug Fair Group is
seeking approval from the Bankruptcy Court to sell 32 pharmacy
locations to Walgreen Eastern Co., Inc., or to another party with
the higher and better bid at an auction.

Walgreen Eastern Co., Inc. is an affiliate of Walgreen Co., which
is a national, public traded drug store chain with over 6,000
drugstores in 49 states, the District of Columbia and Puerto Rico.

                    About Drug Fair Group, Inc.

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc. operates pharmacies and general
merchandise stores in northern and central New Jersey.  Founded in
1954, the Company has two divisions: Drug Fair and Cost Cutters.
The Drug Fair division includes stores which sell both
pharmaceuticals and general merchandise and the Cost Cutters
division which are larger format stores that offer value-oriented,
general merchandise.

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


ECONOMIC DEVELOPMENT: Fitch Cuts Outstanding Ratings to 'BB+'
-------------------------------------------------------------
Fitch Ratings downgrades to 'BB+' from 'BBB-' the outstanding
ratings on approximately $48.9 million Economic Development
Corporation of the City of Kentwood, Michigan, limited obligation
revenue bonds (Holland Home Obligated Group), series 2006A&B.
Holland Home has approximately $57.6 million in outstanding parity
debt that is not rated by Fitch.  The Rating Outlook remains
Negative.

The downgrade to 'BB+' reflects the effects of the slower than
projected level of sales and move-ins at Holland Home's Breton
Ridge campus, a further decline in Holland Home's already weak
liquidity indicators and potential exposure to swap terminations.
When completed the Breton Ridge community will consist of 123
independent living units in two separate wings.  Due to the
depressed Grand Rapids economy and the decline in area real estate
prices, the current level of sales and move-ins is behind
management's projections.  Wing A, consisting of 75 ILUs, opened
in October 2008 and as of March 31, 2009 is 71% sold and 71%
occupied.  Wing C is expected to be available for occupancy in
July 2009 and as of March 31, 2009 is 58% sold.  As a result,
entrance fee receipts are lower than expected which has negatively
impacted Holland Homes' unrestricted cash and investment position.
At Dec. 31, 2008 unrestricted cash and investments totaled $24.5
million which translates into 158 days cash on hand, a cushion
ratio of 3.5 times (x) and cash to debt of 23%.  In fiscal 2008,
Holland Home violated a capitalization ratio requirement under
certain variable rate indentures for which it has received
waivers.  Debt service coverage in fiscal 2008 is a light 1.49x as
compared to the 'BBB' category.

Holland Home's swap portfolio consists of eight separate swap
transactions including seven floating to fixed rate swap
agreements with three different counterparties.  The floating to
fixed rate swaps are structured as hedges to convert Holland
Home's variable-rate debt to a synthetic fixed-rate obligation.
The total notional value of the swaps is approximately $106.3
million and each of the amortizations on the swaps matches a
specific series of bonds.  At Feb. 28, 2009 the negative mark to
market on all the swaps was $15.0 million.  Counterparty
termination events include a downgrade of Holland Home below 'BB'.

The Negative Outlook reflects the increasing risks associated with
the development of the Breton Ridge community in light of the more
difficult operating environment.  Management anticipates funding
roughly $7.0 million of the remaining $8.4 million of project
costs from initial entrance fees on the new units.  A delay in the
realization of entrance fees will require the corporation to use
cash to finish construction that would further weaken Holland
Home's liquidity position and its financial cushion against
increasing operating risks which, in turn, could cause downward
pressure on the rating.

Holland Home's primary credit strength is the strong occupancy
across all levels of care at Home Holland's existing campuses.  In
2008, occupancy of the 600 ILUs, 541 assisted living units and 241
skilled nursing beds was 96%, 86% and 93%, respectively.
Occupancies of the ILUs have been 95% or higher in each year since
2003.  Over the same period, average annual occupancy in the
assisted living and skilled nursing occupancies have averaged 85%
and 92%, respectively.

Holland Home operates three campuses of multi-level senior housing
in Grand Rapids, Michigan, providing a total of 675 ILUs and
cottages, 501 assisted living and dementia units, 20 residential
hospice units and 241 nursing beds.  Under the Continuing
Disclosure Agreement, Holland Home covenants to provide audited
financial statements and utilization statistics within 180 days of
each fiscal year-end and quarterly interim financial statements
and utilizations within 60 days of each fiscal quarter-end.
Holland Home's disclosure to Fitch has been excellent in terms of
content and timeliness.

Fitch downgrades these to 'BB+':

  -- $35,845,000 Economic Development Corporation of the City of
     Kentwood, Michigan limited obligation revenue bonds (Holland
     Home Obligated Group), series 2006A;

  -- $13,065,000 Economic Development Corporation of the City of
     Kentwood, Michigan limited obligation revenue bonds (Holland
     Home Obligated Group), series 2006B;

Fitch was not asked to rate Holland Home's additional outstanding
debt listed below:

  -- $10,060,000 Michigan Strategic Fund variable-rate demand
     limited obligation revenue refunding bonds (Holland Home
     Obligated Group), series 2005A;

  -- $7,320,000 Michigan Strategic Fund variable-rate demand
     limited obligation revenue refunding bonds (Holland Home
     Obligated Group), series 2005B;

  -- $9,940,000 Michigan Strategic Fund variable-rate demand
     limited obligation revenue bonds (Holland Home Obligated
     Group), series 2004;

  -- $20,510,000 Economic Development Corporation of the City of
     Kentwood, Michigan limited obligation revenue bonds (Holland
     Home Obligated Group), series 2002B;

  -- $9,815,000 Economic Development Corporation of the City of
     Grand Rapids, Michigan variable-rate demand limited
     obligation revenue bonds (Holland Home Obligated Group),
     series 2000.


FAIRFAX FINANCIAL: Fitch Affirms Senior Debt Rating at 'BB+'
------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Fairfax Financial
Holdings Limited:

  -- Issuer Default Rating at 'BBB-';
  -- Senior debt at 'BB+'.

Fitch has also affirmed the ratings of Fairfax's wholly and
partially owned subsidiaries.  The Rating Outlook is Stable.

Fitch's affirmation of Fairfax's ratings reflects the holding
company's continued reduced financial leverage, increased cash
position, strong profitability, improved interest coverage and
favorable financial flexibility.  Partially offsetting these
positives are anticipated challenges in the overall competitive,
but improving property/casualty market rate environment and the
potential for additional adverse reserve development, particularly
on older accident years and in runoff operations.

Fairfax's debt-to-total-capital ratio is down to about 23.4% at
Dec. 31, 2008, compared with 26.9% at Dec. 31, 2007.  The
company's total debt declined $203 million in 2008, while
shareholders' equity increased $711 million, or 16.7% to $5.0
billion at Dec. 31, 2008.  This increase is due to record net
income of $1.5 billion in 2008, driven largely by significant
pretax realized gains on investments of $2.7 billion, primarily
from highly volatile credit default swaps and equity and equity
index total return swaps and short positions.

The company utilizes derivatives to protect itself from what it
considers to be a 1-in-50 to 1-in-100-year 'storm' in financial
markets, a strategy that has proven particularly effective in the
recent volatile credit and investment market environment.
Investment returns improved to 16.4% in 2008 and 14.4% in 2007 due
to strong growth in realized gains.  Over the past two years
(2007-2008), Fairfax has posted $2.4 billion in total gains from
credit default swaps ($1.2 million realized gains and $1.2 billion
mark-to-market gains), which function as a hedge against systemic
financial risk and have thus appreciated considerably in the
difficult financial environment since mid-2007.  As of Dec. 31,
2008, Fairfax had $8.9 billion notional amount of credit default
swaps with a fair value of $415 million, unrealized gain of $253.5
million and a remaining average life 3.3 years.  Fitch notes that
such gains can be difficult to sustain as the market value of
these investments are highly volatile and could suffer losses in
future periods.

In addition to the credit default swaps that Fairfax started to
purchase in 2003, equity exposure was significantly hedged with
short positions in S&P Depository Receipts, US listed common
stocks and equity return swaps.  Fairfax posted $2.1 billion of
realized gains on short equity and equity index positions in 2008
($1.055 billion in fourth quarter) as global equity markets
suffered massive declines.  Fairfax removed this hedge late in
2008 and opportunistically purchased $2.3 billion in common
stocks.  Negatively, the company also realized $1.0 billion of
other than temporary impairment investment losses on common stocks
and bonds in 2008.

Fairfax maintains a sizable amount of holding company cash, short-
term investments and marketable securities of $1.56 billion at
Dec. 31, 2008 (up from $972 million at year-end 2007), which is
about 1.5 times (x) holding company debt obligations of $1.06
billion and about 80% of total company debt of $2.0 billion at
Dec. 31, 2008.  Additionally, Fairfax's ratio of debt to earnings
before interest and taxes (debt/EBIT) improved to 0.7x at year-end
2008 compared with 0.9x at year-end 2007, while earnings based
interest coverage (including realized gains) improved to 16.4x in
2008 from 11.3x in 2007.

Fairfax also continues to demonstrate favorable financial
flexibility, receiving $728 million of dividends from subsidiaries
in 2008, including $494 million from Crum & Forster and $210
million from runoff operations.  Going forward, the company should
also benefit from increased dividend capacity at Northbridge,
following its recent return to 100% ownership by Fairfax.

Fairfax reported a higher consolidated combined ratio of 110.1% in
2008, increased from 94.0% in 2007.  The 2008 combined ratio
includes 7.2 points for losses from Hurricanes Ike and Gustav and
4.2 points for the adverse effect of foreign currency movements
from U.S. dollar strengthening, which is almost fully matched by
foreign currency translation investment gains.  While the recent
combined ratio results reflect the company's improved underwriting
discipline, as well as the benefits from the hard market of the
early 2000s, they still lag peer company results and industry
averages.

These ratings are affirmed by Fitch with a Stable Rating Outlook:

Fairfax Financial Holdings Limited

  -- Issuer Default Rating at 'BBB-';
  -- Senior debt at 'BB+';
  -- $182 million 7.75% due April 15, 2012 at 'BB+';
  -- $91 million 8.25% due Oct. 1, 2015 at 'BB+';
  -- $283 million 7.75% due June 15, 2017 at 'BB+';
  -- $144 million 7.375% due April 15, 2018 at 'BB+';
  -- $92 million 8.3% due April 15, 2026 at 'BB+';
  -- $91 million 7.75% due July 15, 2037 at 'BB+'.

Fairfax, Inc.

  -- IDR at 'BBB-'.

Odyssey Re Holdings Corp.

  -- IDR at 'BBB';
  -- $50 million series A unsecured due March 15, 2021 at 'BBB-';
  -- $50 million series B unsecured due March 15, 2016 at 'BBB-';
  -- $40 million series C unsecured due Dec. 15, 2021 at 'BBB-';
  -- $225 million 7.65% due Nov. 1, 2013 at 'BBB-';
  -- $125 million 6.875% due May 1, 2015 at 'BBB-';
  -- $50 million series A preferred shares at 'BB+';
  -- $47 million series B preferred shares at 'BB+'.

Odyssey America Reinsurance Corporation

  -- Insurer Financial Strength at 'A-'.

Crum & Forster Holdings Corp.

  -- IDR at 'BB+';
  -- $330 million 7.75% due May 1, 2017 at 'BB'.

Crum & Forster Insurance Group:
Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company

  -- IFS at 'BBB'.

Northbridge Financial Insurance Group:
Commonwealth Insurance Company
Commonwealth Insurance Company of America
Federated Insurance Company of Canada
Lombard General Insurance Company of Canada
Lombard Insurance Company
Markel Insurance Company of Canada
Zenith Insurance Company (Canada)

  -- IFS at 'BBB+'.


FELCOR LODGING: Moody's Downgrades Senior Debt Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of FelCor Lodging
Limited Partnership's senior unsecured debt to B2 from B1, FelCor
Lodging Trust's corporate family rating to B2 from B1, and FelCor
Lodging Trust's preferred stock to Caa2 from B3.  The rating
outlook remains negative.

This rating action reflects FelCor's recent announcement that it
has suspended its quarterly dividend payments on its Series A
Cumulative Convertible Preferred Stock and its Series C Cumulative
Redeemable Preferred Stock.  While Moody's acknowledges that the
dividend suspension will help FelCor preserve liquidity
(approximately $40 million per year), the agency would view this
suspension as a default if FelCor does not pay its cumulative
dividends in arrears, and it is viewed as an impairment to the
preferred shareholders.

Moody's also believes that the operating environment in the
lodging sector has continued to deteriorate in 2009 beyond the
industry forecasts made earlier in the year.  Therefore, Moody's
anticipate increased pressure on FelCor's earnings resulting in
reduced cushion under the REIT's covenants.

The negative rating outlook continues to reflect Moody's belief
that additional weakening in the lodging segment performance is
likely and that FelCor's credit profile will also be
deteriorating, as a result.

The rating outlook would likely return to stable upon repayment of
all dividends in arrears, sustained adequate liquidity, and fixed
charge over 1.5X and net debt/EBITDA below 7X, both sustained for
several quarters.

Downward rating movement would likely occur should FelCor
encounter any additional liquidity challenges including covenant
breaches, or if its fixed charge coverage declines to below 1.3X
or net debt/EBITDA increases to above 7.5X.

These ratings were downgraded, with a negative outlook:

* FelCor Lodging Trust, Inc. -- corporate family rating to B2,
  from B1; preferred stock to Caa2, from B3; preferred stock shelf
  to (P) Caa2, from (P) B3.

* FelCor Lodging Limited Partnership -- senior unsecured debt to
  B2, from B1, senior unsecured debt shelf to (P) B2, from (P) B1,
  subordinate shelf to (P) Caa2, from (P) B3.

Moody's last rating action with respect to FelCor was on February
13, 2009, when Moody's downgraded the ratings of FelCor Lodging
Trust and FelCor Lodging Limited Partnership (senior debt to B1
from Ba3) and revised the rating outlook to negative from stable.

FelCor Lodging Trust, Inc., headquartered in Irving, Texas, USA,
is a REIT that specializes in the ownership and management of
upper-upscale and all-suite hotels.  FelCor's portfolio
encompasses 85 consolidated hotels and resorts located in 23
states and Canada.  The REIT reported assets of $2.5 billion and
total shareholders equity of $0.8 billion as of December 31, 2008.


FLEXIBLE PACKAGING: Taps Wigberto Lugo Mende as Bankr. Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Flexible Packaging Company, Inc., to employ the Law
Firm of Wigberto Lugo Mender, Esq., as counsel.

The firm is expected to

   a) provide general legal counseling services in connection
      with the bankruptcy case;

   b) guide the Debtors in different financial matters;

   b) advice the Debtors on the effect of the Chapter 11 filing;
      and

   c) permit the use of the name of the firm in connection with
      the negotiations.

The hourly rates of professionals working on Flexible Packaging's
cases are:

     Wigberto Lugo Mender, Esq.          $235
     Associate Staff Attorney            $135
     Legal and Financial Assistants      $100

Mr. Mender received a retainer of $5,000, which sum was generated
by the debtor from the regular operations of the farm.

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

Mr. Mender can be reached at:

     The Law Firm of Wigberto Lugo Mender, Esq.
     Centro Internacional de Mercadeo
     Carretera 165, Torre Suite 501

     Guaynabo, PR 00968
     Tel: (787) 707-0404
     Fax: (787) 707-0412

                     About Flexible Packaging

Headquartered in Bayamon, Puerto Rico, Flexible Packaging Company,
Inc. -- http://www.flexpackmag.com/-- makes and sells plastics
foam products.  The Company and its 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.  In its
bankruptcy petition, the Company said it had assets and debts of
$10 million to $50 million.


FORD MOTOR: Investors to Swap $9.9BB in Debt for Cash & Stock
-------------------------------------------------------------
Matthew Dolan and John D. Stoll at The Wall Street Journal report
that Ford Motor Co. said that its investors agreed to exchange
$9.9 billion in debt for cash and stock, resulting in 28%
reduction in the Company's overall debt.

Ford Motor said that it successfully completed debt restructuring
initiatives that will reduce Ford Motor's Automotive debt by
$9.9 billion from $25.8 billion at December 31, 2008, and lower
Ford Motor's annual cash interest expense by more than
$500 million based on current interest rates.

According to WSJ, the overall buyback plan came in slightly below
the $10.4 billion in debt that Ford Motor said it could have
retired.  WSJ says that by Goldman Sachs and the Blackstone Group
led the offer.

"By substantially reducing our debt, Ford is taking another step
toward creating an exciting, viable enterprise," said Ford Motor
President and CEO Alan Mulally.  "As with our recent agreements
with the UAW, Ford continues to lead the industry in taking the
decisive actions necessary to weather the current downturn and
deliver long-term profitable growth."

Previously Announced Debt Restructuring Initiatives

On March 4, 2009, Ford Motor and Ford Credit announced the major
components of a comprehensive debt restructuring:

     (1) a conversion offer in which Ford Motor offered to pay a
         premium in cash to induce the holders of any and all of
         the $4.88 billion principal amount outstanding of its
         4.25% Senior Convertible Notes due December 15, 2036,
         to convert the Convertible Notes into shares of Ford
         Motor's common stock;

     (2) a $500 million cash tender offer by Ford Credit for Ford
         Motor's senior secured term loan debt; and

     (3) a $1.3 billion cash tender offer by Ford Credit for
         certain of Ford Motor's unsecured, non-convertible debt
         securities.

Results of Conversion Offer

The Conversion Offer expired at 9:00 a.m., New York City time, on
April 3, 2009.  As of the Expiration Date, approximately
$4.3 billion principal amount of Convertible Notes were validly
tendered and accepted for purchase, according to information
provided by Computershare, Inc., the Exchange Agent with respect
to the Conversion Offer.  This will result in the issuance of an
aggregate of approximately 468 million shares of Ford Motor's
common stock and the payment of an aggregate of $344 million in
cash ($80 in cash per $1,000 principal amount of Convertible Notes
converted), plus the applicable accrued and unpaid interest on
such Convertible Notes, on the expected settlement date of April
8, 2009.  Upon settlement of the Conversion Offer, approximately
$579 million aggregate principal amount of Convertible Notes will
remain outstanding.

Holders who validly tendered and did not withdraw their
Convertible Notes by 9:00 a.m., New York City time, on the
Expiration Date and whose Convertible Notes were accepted for
purchase will receive, for each $1,000 principal amount of the
Convertible Notes converted, 108.6957 shares of Ford Motor's
common stock plus $80 in cash and the applicable accrued and
unpaid interest.

Previously Announced Results of Term Loan Offer

On March 23, 2009, Ford Credit announced that the Term Loan Offer,
which expired at 5:00 p.m., New York City time, on March 19, 2009,
had been over-subscribed.  Based on the tenders received, Ford
Credit increased the amount of cash used from $500 million to
$1 billion to purchase $2.2 billion principal amount of Ford
Motor's Term Loan Debt at a price of 47 percent of par.  This
transaction settled on March 27, 2009, following which Ford Credit
distributed the Term Loan Debt to its immediate parent, Ford
Holdings LLC.  The distribution of the Term Loan Debt is
consistent with Ford Credit's previously announced plans to pay
distributions to Ford of about $2 billion through 2010.

Approximately $4.6 billion aggregate principal amount of Term Loan
Debt remains outstanding.

Results of Notes Tender Offer

Concurrent with this announcement, Ford Credit separately
disclosed on April 6, 2009, the results of its previously
announced $1.3 billion cash tender offer for Ford Motor's
unsecured, non-convertible debt securities.  As of the April 3,
2009 expiration date of the Notes Tender Offer, about
$3.4 billion principal amount of Notes were validly tendered and
accepted for purchase, according to information provided by Global
Bondholder Services Corporation, the Depositary and Information
Agent with respect to the Notes Tender Offer.  This will result in
an aggregate purchase price for the Notes of about $1.1 billion,
to be paid by Ford Credit on the expected settlement date of April
8, 2009.  Upon settlement of the Notes Tender Offer, the Notes
will be transferred from Ford Credit to Ford in satisfaction of
certain of Ford Credit's tax liabilities to Ford Motor.  After
settlement of the Notes Tender Offer, approximately $5.5 billion
aggregate principal amount of the Notes will remain outstanding.

Ford Motor previously disclosed that it has elected to defer
future interest payments related to the 6.50% Cumulative
Convertible Trust Preferred Securities of Ford Motor Company
Capital Trust II, which will result in the deferral of
$184 million in interest on the Trust Preferred Securities
annually.

         Skepticism Remains on Ford Motor's Prospects

Citing J.P. Morgan auto analyst Himanshu Patel, WSJ states that
the debt restructuring may be a sign that the Ford Motor
management "believes car sales have bottomed and [has] faith in
its own ability to execute" its plan without the U.S. government's
financial assistance.  Others, says WSJ, remained more skeptical
about Ford Motor's prospects.  "With poor operating results now
expected through 2009, Ford's liquidity is becoming strained," WSJ
quoted Gimme Credit auto analyst Shelly Lombard as saying.

According to WSJ, Ford Motor had $35.8 billion in debt in 2008,
including the $10.1 billion that it drew down in January through
its revolving credit.  WSJ states that Ford Motor also has
payments due to fund a separate trust for its retirees' health
care -- about $13 billion over 10 years.  The report says that
half can be paid in company stock under terms of a recent United
Auto Workers agreement, reducing the cash obligation to
$6.6 billion.

Citing Ford Motor, WSJ relates that Ford Motor Credit will use
$2.4 billion in cash, combined with stock, to buy back the debt
once the offer closes on Wednesday.

According to WSJ, Ford Motor said that it agreed to pay investors
$380 in cash and stock for every $1,000 in bonds, or 38 cents on
the dollar.  The report quoted Ford Motor treasurer Neil M.
Schloss as saying, "It reduces our interest expenses between $500
and $600 million a year."

                          About Ford Motor

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

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

                           *     *     *

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

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


FRANKLIN CLO: Fitch Junks Rating on $16 Mil. Class D Notes
----------------------------------------------------------
Fitch Ratings has taken various actions on the classes of notes
issued by Franklin CLO I Ltd./Corp.  These rating actions are
effective immediately:

  -- $16,799,922 Class B upgraded to 'AAA'; Outlook Stable;

  -- $23,000,000 Class C affirmed at 'BBB'; Outlook to Positive
     from Stable;

  -- $16,000,000 Class D downgraded to 'CCC' from 'BB-' and assign
     'RR1'.

Franklin is a cash flow collateralized loan obligation managed by
Franklin Advisers, Inc. which closed June 29, 2000.  The final
maturity of the transaction is May 9, 2010.  The proceeds of the
issuance are invested in a portfolio of predominantly U.S. high
yield loans.

The upgrade to the class B notes reflects the classes' ability to
be redeemed in full by maturity.  Since last review in July 2006,
classes A-1 and A-2 have been paid in full leading to higher
credit enhancement levels for all remaining classes.  As of the
Feb. 27, 2009 trustee report, the most recent report available for
this analysis, the portfolio collateral balance was $59.9 million.
All overcollateralization and interest coverage tests were in
compliance except for the class D IC failure at 100.5% with a
trigger of 105%.  The affirmation to the class C notes reflects
the likelihood that the class will be redeemed in full by maturity
commensurate with the classes' current ratings.

The downgrade to the class D notes is the result of a potential
undercollateralization due to the current collateral composition
and the failure of the class D IC test.  The current weighted
average rating of the portfolio is 'B/B-', with 3.2% rated 'CCC+'
and lower.  Approximately, 25% of the portfolio has a Negative
Outlook and 4.6% is on Rating Watch Negative.  The recent failure
of the class D IC test and increasing cost of liabilities as the
transaction delevers increase the likelihood of principal being
used in the future to pay interest on the class D notes.

The ratings on the class B, C, and D notes address the ultimate
payment of interest and principal.  The ratings on the class C
notes address only the receipt of the class C ordinary
distributions of London Interbank Offering Rate and not additional
distributions.

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

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


FRONTIER COMMUNICATIONS: Moody's Puts Ba2 Rating on $300MM Notes
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Frontier
Communications Company's proposed $300 million senior unsecured
notes to be issued under the recently filed unsecured debt shelf
registration.  The company is likely to use the proceeds from the
notes issuance to largely pre-fund near-term debt maturities.  In
conjunction with the rating action, Moody's also affirmed the
company's Ba2 corporate family rating, Ba2 probability of default
rating, Ba2 ratings for all of the company's senior unsecured debt
instruments, stable ratings outlook, and the SGL-1 speculative
grade liquidity rating (indicating very good liquidity).

Ratings and outlook actions include these:

Issuer:

* Frontier Communications Company

Assignments:

* New $300 million Senior Unsecured notes - Assigned Ba2 (LGD4,
  53%)

Affirmations:

* Corporate Family Rating - Affirmed as Ba2

* Probability of Default Rating - Affirmed as Ba2

* Rating Outlook - Affirmed as Stable

* Speculative Grade Liquidity Rating - Affirmed as SGL-1

* Senior Unsecured Regular Bonds and Debentures - Affirmed as Ba2
  (LGD4, 53%)

* Senior Unsecured Bank Credit Facility - Affirmed as Ba2 (LGD4,
  53%)

Moody's most recent rating action for Frontier was on March 23,
2009, at which time Moody's affirmed the Company's ratings,
including the Ba2 CFR and PDR.

Frontier Communications (formerly Citizens Communications) is an
RLEC providing wireline telecommunications services to
approximately 2.3 million access lines in primarily rural areas
and small- and medium-sized cities.  The company is headquartered
in Stamford, CT.


FRONTIER COMMUNICATIONS: S&P Assigns 'BB' Unsecured Debt Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB' unsecured debt rating to Stamford, Connecticut-
based Frontier Communications Corp.'s shelf registration.  At the
same time, S&P assigned a 'BB' issue rating and a '3' recovery
rating to the company's proposed $300 senior unsecured notes due
2014, to be drawn from the shelf registration.  The '3' recovery
rating indicates S&P's expectations for meaningful (50%-70%)
recovery in the event of payment default.  Proceeds will be used
for general corporate purposes, including the repayment of
existing debt.

S&P also affirmed the 'BB' corporate credit rating and all other
ratings on Frontier Communications.  The outlook is stable.

"Despite ongoing access-line losses and diminishing growth
prospects for digital subscriber line services," said Standard &
Poor's credit analyst Allyn Arden, "our affirmation reflects the
modest improvement in liquidity from the refinancing of upcoming
maturities because of the new notes and stable discretionary cash
flow generation." Pro forma for this issue, total funded debt is
about $5 billion.


FUSION TELECOM: Rothstein Kass Raises Going Concern Doubt
---------------------------------------------------------
Fusion Telecommunications International, Inc., reported
consolidated revenues of $50.6 million and $13.1 million for the
year and quarter ended December 31, 2008, respectively.  This
represented a decrease of 8.1% and 10.9% compared to revenues of
$55.0 million and $14.7 million for the year and quarter ended
December 31, 2007.  The decrease over the prior year was primarily
attributable to a decrease in the carrier segment, which was due
in large part to lower traffic volumes resulting from the
challenging economic environment, as well as normally expected
variations in traffic.

Consolidated Gross Margin decreased slightly to 6.5% for the year
and 6.3% for the fourth quarter of 2008, compared to 7.7% for the
year and 7.6% for the fourth quarter of 2007, the Company said.

Although overall results were lower than anticipated, the Company
said fourth quarter revenue for the corporate division increased
by 39% compared to the prior quarter and nearly 400% when compared
to the fourth quarter of 2007.  The fourth quarter was the
Company's fourth successive quarter of growth in both revenue and
margin in the corporate division.  The Company said the average
monthly charge per customer increased by 16% and the total
contract value of our existing customer base increased by more
than 60%.

Fusion reported an increase in net loss in the year ended December
31, 2008, compared to the year ended December 31, 2007.  For 2008,
Fusion reported a Net Loss of $15.6 million compared to a Net Loss
of $12.7 million.

As of December 31, 2008, the Company had $9.4 million in total
assets, $12.7 million in total current liabilities and
$1.4 million in total long-term liabilities, resulting in
$4.7 million in stockholders' deficit.

As required by Amex Company Guide Section 610(b), the Company also
disclosed that financial statements for the fiscal year ended
December 31, 2008, again contained a going concern qualification
from its independent accounting firm, Rothstein, Kass and Company,
P.C.

On March 13, 2009 and March 19, 2009, Fusion borrowed an aggregate
amount of $360,000 from an entity that is also a related party
shareholder of the Company.  Each of the promissory notes
evidencing these loans, which mature on May 13, 2010 and May 19,
2010 respectively, bears interest on the unpaid principal amount
of the note from the date the note was issued until the
outstanding principal amount of the note is paid in full, at the
rate of 12% per annum.  In the event that a note is not repaid by
the maturity date, that note will automatically convert to a
demand note, and the principal sum and all accrued interest will
be payable in full upon 10 days' notice from the lender.  The
notes also grant the lender a collateralized security interest,
pari passu with other lenders, in the Company's accounts
receivable.  The proceeds are being used for general working
capital purposes.

To streamline operations, reduce expenses and focus efforts on the
development of the Company's Corporate and Carrier sales, the
Company adopted a plan in February which would eliminate the
consumer product line of its retail segment and restructure its
overall operations.  The restructuring was initiated February 24,
2009, and is expected to be concluded by June 2009.  As a result
of this action, three international offices would be closed, and
26 employees and 11 consultants would be terminated.  There are
expected to be charges and write-downs of assets associated with
these actions.  The Company expects to save up to $1.5 million a
year.

Commenting on the results, Matthew Rosen, Chief Executive Officer
of Fusion, said, "The fourth quarter of 2008, and the year in
general, were challenging for Fusion, and for virtually all
companies having to deal with the realities of an uncertain and
struggling economy.  While our business was impacted by lower
traffic volumes and a slowing of both the sales cycles and the
availability of investment capital, we ultimately believe that the
economic situation will benefit us in the long term, as we are
able to provide communications services that assist companies in
reducing their costs without compromising on quality.  To reach
our goal of positive Adjusted EBITDA prior to the end of 2009, in
addition to our continuing efforts to work on adequate financing,
we have maximized our operational efficiencies, reduced cash
requirements and increased our focus on growing our higher margin
corporate business."

Expanding on Mr. Rosen's comments, Don Hutchins, President and
Chief Operating Officer of Fusion, said, "We believe that the
major progress we have seen in direct and partner corporate sales
will continue, and we anticipate a significant increase in future
revenues from this division.  Additionally, we expect to increase
our focus on the carrier segment that now serves over 200
international customers and vendors, allowing for significant
growth. Improved operating efficiencies, increased automation of
key processes and systems, as well as other aggressive, cost-
cutting measures will help to improve results, and play a
significant role in Fusion's future success."


GENERAL MOTORS: March 2009 Total Sales Off 45% From A Year Ago
--------------------------------------------------------------
General Motors said its dealers in the United States delivered
156,380 vehicles in March 2009, down 45% compared with a year ago.
However, comparing March sales with February, 7 of 8 GM brands saw
total sales increases with total volume up 23%, or more than
29,000 cars, crossovers and trucks.  GM's car sales compared with
February were up more than 15,000 vehicles (28%), truck sales were
up nearly 11,000 vehicles (23%), and crossover sales increased
more than 3,000 vehicles (12%).

"Sales for GM and the industry showed signs of life at the end of
the month compared with January and February. In April, we're
stepping up to the plate to get a rally underway with `GM Total
Confidence,' our unprecedented customer protection package," said
Mark LaNeve, vice president, GM North America Vehicle Sales,
Service and Marketing. "We are encouraged by actions taken by the
Federal government to stabilize the industry and stimulate demand.
As we continue the reinvention of General Motors, our brands are
adding even more world-class, fuel-efficient cars and crossovers
to their portfolios. We will also continue to add even more fuel
economy technology to our trucks."

When compared with March a year ago, GM total car sales of 68,877
were off 41% and total truck sales (including crossovers) of
87,503 were down 47%.

Compared with February, total Chevrolet sales were up 25%.
Specifically, cars were up 28%, trucks were up 25% and crossovers
increased 19%.  Chevrolet Silverado and GMC Sierra pickups gained
strength in March, when compared with February, with retail sales
up 17 and 27%, respectfully.  Chevrolet's crossover portfolio of
HHR, Equinox and Traverse combined for 14,844 total sales in
March, a 19% increase compared with February. In addition, Malibu
has increased retail sales for the first three months this year,
with sales up 7% compared with the same period a year ago.

"We had a strong close at the end of the month as customers
responded to strong incentives, President Obama's positive
statements about GM, and the government backing domestic
warranties," LaNeve added. "Customers told us they wanted a
manufacturer to look out for them, and that's exactly what the `GM
Total Confidence' program does."

A total of 1,612 GM hybrid vehicles were delivered in the month,
illustrating the wide range of hybrid product offerings available.
GM offers the Chevrolet Malibu, Tahoe and Silverado, GMC Yukon and
Sierra, Cadillac Escalade, Saturn Aura and Vue hybrids. So far, in
2009, GM has delivered 3,622 hybrid vehicles.

GM inventories dropped compared with a year ago. At the end of
March, only about 765,000 vehicles were in stock, down about
108,000 vehicles (or 12%) compared with last year. There were
about 332,000 cars and 433,000 trucks (including crossovers) in
inventory at the end of March. Inventories were reduced about
15,000 vehicles compared with February.

The challenging economic environment had an effect on March 2009
year-over-year GM certified total sales. GM Certified Used
Vehicles, Saturn Certified Pre-Owned Vehicles, Cadillac Certified
Pre-Owned Vehicles, Saab Certified Pre-Owned Vehicles, and HUMMER
Certified Pre-Owned Vehicles, combined sold 32,788 vehicles.

GM Certified Used Vehicles, the industry's top-selling certified
brand, posted March sales of 28,000 vehicles, down 27% from March
2008. Saturn Certified Pre-Owned Vehicles sold 974 vehicles, down
6%.  Cadillac Certified Pre-Owned Vehicles sold 3,143 vehicles,
down 5%.  Saab Certified Pre-Owned Vehicles sold 436 vehicles,
down 16%.  However, one brand showed strong results for the month
-- HUMMER Certified Pre-Owned Vehicles sold 235 vehicles, up 44%.

"Although March sales were down, we're confident more shoppers
will seek the quality and value that GM certification offers,"
said LaNeve. "In uncertain times, Certified Used Vehicles offer
consumers the peace of mind that comes with factory backed
warranties, such as the 12-month/12,000 mile bumper-to-bumper
warranty, reinforcing the durability and reliability of our
vehicles."

                       March 2009 Production

In March, GM North America produced 170,000 vehicles (73,000 cars
and 97,000 trucks). This is down 67,000 vehicles or 28% compared
with March 2008 when the region produced 237,000 vehicles (124,000
cars and 113,000 trucks). (Production totals include joint venture
production of 8,000 vehicles in March 2009 and 20,000 vehicles in
March 2008.)

The region's 2009 first-quarter production was 372,000 vehicles
(116,000 cars and 256,000 trucks), which is down about 58%
compared with a year ago. GM North America built 885,000 vehicles
(360,000 cars and 525,000 trucks) in the first-quarter of 2008.

The region's 2009 second-quarter production forecast remains at
550,000 vehicles (195,000 cars and 355,000 trucks), which is down
about 34% compared with a year ago. GM North America built 834,000
vehicles (382,000 cars and 452,000 trucks) in the second-quarter
of 2008.

                    About General Motors

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

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: Still Hopes for Out-of-Court Restructuring
----------------------------------------------------------
General Motors remains steadfast that an out-of-court
restructuring of its business affairs would be best for all
stakeholders.

On Thursday, General Motors made public in a filing with the
Securities and Exchange Commission its 2009-2014 Restructuring
Plan Progress Report, as required under its Loan and Security
Agreement with the U.S. Department of the Treasury.

"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," GM said.

According to GM, 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.

In-court options, GM said, 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.

A full-text copy of the progress report is available at no charge
at http://ResearchArchives.com/t/s?3b08

GM also made public a transcript of its March 31 press conference
regarding its proposed public exchange offers.  GM intends to file
documents with the Securities and Exchange Commission, including
filing a Registration Statement on Form S-4 and a Schedule TO
containing a prospectus, consent solicitation and tender offer
statement regarding the proposed transaction.

A full-text copy of the March 31 conference transcript is
available at no charge at http://ResearchArchives.com/t/s?3b09

                    About General Motors

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

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: Obama Urged to Fire UAW President Ron Gettlefinger
------------------------------------------------------------------
A Florida congressman called on the Obama administration demanded
the firing of UAW President Ron Gettelfinger, saying the union was
just as responsible for the predicament at General Motors Corp. as
ousted chairman Rick Wagoner, Justin Hyde at Free Press Washington
reported.

According to the report, U.S. Rep. Connie Mack, R-Fla., said in a
statement, "If President Obama is willing to fire the CEO of
General Motors because of his failures, then he should be even-
handed in demanding Ron Gettelfinger's resignation for his equally
egregious failures.  Mr. Gettelfinger had called strikes which had
hurt the industry and refused concessions to improve the finances
of Detroit's automakers."

Free Press Washington says the administration said it had asked
Mr. Wagoner to leave to give the company a "clean sheet" for
revamping its restructuring plan.

As reported by the TCR on March 31, the Obama administration has
decided to give Chrysler LLC 30 days to work out a deal with Fiat
SpA and give General Motors Corp. 60 days to come up with a new
restructuring plan.  FOXNews.com relates that the Obama
administration said that GM and Chrysler failed to submit
acceptable plans to receive more bailout money.  The report states
that the administration has decided not to require the two firms
to immediately repay government loan money they previously
received, since that would force them into Chapter 11 bankruptcy.

Chrysler and General Motors have previously said that they might
be forced to file for bankruptcy, which would further hurt
revenues, absent additional loans from the U.S. government.  GM,
in its viability plan submitted Feb. 17, said it needs an
additional $16.6 billion on top of the $13.4 billion loaned from
the Treasury, while Chrysler needs another $5 billion in addition
to the $4 billion it has already received.  Chrysler, in its plan,
also conveyed plans to form a partnership with Fiat.  Chrysler and
GM are currently negotiating a balance sheet restructuring with
lenders and shareholders but are hoping that they are hoping to
effectuate their restructuring outside the bankruptcy courts.

                      Obama Tough to UAW

John Lippert and Keith Naughton of Bloomberg News report that
while confronting growing public outrage against bailouts
President Barack Obama is taking a hard line with the United Auto
Workers, the union that supported his election and whose future
now hangs in the balance.

The UAW, once a pre-eminent U.S. labor organization, is in retreat
along with U.S. automakers. According to the report, it is a
quarter the size it was at its peak of 1.5 million members in
1979, when its political clout helped Chrysler Corp. get a then-
unprecedented $1.2 billion federal bailout.

According to Bloomberg, President Obama is now pushing the union,
which already has given up job-security programs and some
compensation, to take more concessions within 60 days and to come
up with deeper cost and debt reductions than the biggest U.S.
automaker proposed in its plan submitted last month or General
Motors Corp. could face bankruptcy. His auto task force warned the
cost of GM's pensions and retiree health care will "grow to
unsustainable levels."

"The president is showing labor a little tough love.  He took away
the idea from labor that 'Barack will take care of us, no matter
what,'" said David Cole chairman of the Center of Automotive
Research in Ann Arbor, Michigan.

Instead, President Obama, facing growing public resentment over
bailouts following the $165 million in bonuses awarded employees
of American International Group Inc., according to the report, is
putting the same pressure on the UAW as he is on GM's bondholders.

                    About General Motors

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

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: Korean Unit 'Optimistic' About Aid
--------------------------------------------------
Bloomberg News' Seonjin Cha reports that the South Korean unit of
General Motors Corp., GM Daewoo Auto & Technology Co., is
"optimistic" state-owned lender Korea Development Bank will back a
KRW2.5 trillion ($1.9 billion) investment plan as GM tries to
avoid bankruptcy.  The KDB owns 27% of the carmaker.

Bloomberg says that according to the carmaker's chief executive
officer, Michael Grimaldi, GM Daewoo is also considering selling
assets to help raise funds.  The carmaker, whose first-quarter
sales tumbled 44%, has already idled factories and cut workers'
wages.

The report relates that on Feb. 19 the lender said, GM Daewoo,
which makes about 20% of GM vehicles sold worldwide, has requested
additional loans from Korea Development after exhausting a
$2 billion credit line.  Parent GM is also seeking to devise a
restructuring plan that will convince the U.S. government to lend
it money as it battles plunging domestic sales, Bloomberg said.

GM's Sweden based unit, SAAB, and Germany-based unit, Opel, are
seeking government aid to maintain operations.

As reported by the TCR on March 31, the Obama administration has
decided to give Chrysler LLC 30 days to work out a deal with Fiat
SpA and give General Motors Corp. 60 days to come up with a new
restructuring plan.  FOXNews.com relates that the Obama
administration said that GM and Chrysler failed to submit
acceptable plans to receive more bailout money.  The report states
that the administration has decided not to require the two firms
to immediately repay government loan money they previously
received, since that would force them into Chapter 11 bankruptcy.

Chrysler and General Motors have previously said that they might
be forced to file for bankruptcy, which would further hurt
revenues, absent additional loans from the U.S. government.  GM,
in its viability plan submitted Feb. 17, said it needs an
additional $16.6 billion on top of the $13.4 billion loaned from
the Treasury, while Chrysler needs another $5 billion in addition
to the $4 billion it has already received.  Chrysler, in its plan,
also conveyed plans to form a partnership with Fiat.  Chrysler and
GM are currently negotiating a balance sheet restructuring with
lenders and shareholders but are hoping that they are hoping to
effectuate their restructuring outside the bankruptcy courts.

                    About General Motors

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

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: Saab Needs "Serious" Business Plan
--------------------------------------------------
To win time and continue reorganization, Saab Automobile, the
Swedish General Motors Corp. subsidiary, needs to present a
"serious" business plan at a meeting with creditors next week,
Johan Carlstrom of Bloomberg News reports, citing the judge
overseeing the process.

Bloomberg News says that Saab creditors, company management and a
court-appointed reorganization lawyer meet at the Vaenersborg
District Court in southern Sweden on April 6 to discuss Saab's
revamp, which started when the Swedish carmaker filed for
bankruptcy protection on Feb. 20. The report states that as many
as three judges attending the meeting may announce within a week
whether Saab gets more time to rebuild.

Saab, according to the report, said the April 6 meeting will be a
"checkpoint" for all parties involved to assess the progress and
determine whether the company should proceed to the three-month
point that ends May 20. Saab has been unprofitable for most of the
two decades under GM. The company is now searching for a new
investor to take over and help Saab roll out new models, Bloomberg
said.

"If the creditors or the lawyer want the reconstruction to stop,
then the court will take a look at that. The judges have the power
to force Saab into liquidation within a week of the meeting should
they find the company hasn't presented a "serious" business plan,"
bankruptcy judge Cecilia Tisell, who will be at the meeting, as
cited by the report said by telephone.

                    About General Motors

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

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: To Get Continue Getting Parts From Transcast
------------------------------------------------------------
On April 3, 2009, the Ontario Courts ordered Transcast Precision
Inc. to supply sufficient parts to Chrysler, GM, Magna and Gates
for 14 days of production.  Additionally, another proceeding is
required within that two-week period to settle matters regarding
ongoing price and supply.

"If the North American auto industry intends to rebuild itself and
emerge from our current recession, it must defend the rights of
all business owners -- especially the auto parts manufacturers who
are being economically exploited," said Dean Topolinski, President
and Director of Transcast Precision Inc.  "We are hopeful that the
courts will recognize the established pricing and negotiations
tactics that exist in market -- ones predisposed to the unfair
treatment of smaller auto parts manufacturers and suppliers that
rely on relatively few, but very large customers."

"Transcast has regrettably been portrayed by Chrysler, et al., as
a form of corporate raider seeking to take advantage of the OEMs
in the current economic maelstrom in which the automotive industry
finds itself.  Transcast has had no opportunity to present its
side of this story in the proceedings, which were commenced
without notice to Transcast and while senior management were out
of Canada."

Transcast said that on March 30, it initiated contact with
Chrysler to sell existing company assets and to enter into an
agreement that would permit the long-term viability of the new
company.  While the correspondence indicated that inventory would
need to be purchased above previous prices, the increase was
required to help offset a number of transition costs including
legal bills and unpaid severance from the previous supplier. This
price increase was for a five-day term only.  The longer-term
agreement was to be negotiated during this interim phase.

Transcast said in its statement that notwithstanding its offer to
negotiate, Chrysler, Magna, Gates, and GM decided not to engage in
discussions to come to a commercial solution to keep the plant
open.  Rather, they proceeded without notice to take Transcast to
court to seek interim relief for the return of tooling and parts.
When Transcast discovered the ex parte motions, Transcast appeared
in court and vigorously opposed the position presented by
Chrysler, Magna, Gates and GM.  Transcast will continue to argue
its position in court by presenting the facts of the case, which
has yet to be finally argued.  Any orders made by the Court at
this stage are interim only.

                         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.

                       About General Motors

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

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

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

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

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

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

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

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

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

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

As reported in the Troubled Company Reporter on June 24, 2008,
Dominion Bond Rating Service 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.


GREEN VALLEY: Station Casinos Q4 Issue Cues S&P's Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Green Valley Ranch Gaming LLC to 'CCC'
from 'B-'.  The rating outlook is negative.  In accordance with
the corporate credit rating change, S&P also lowered its issue-
level ratings on the company's debt by two notches.

"The ratings downgrade follows Station Casinos Inc.'s recent
fourth-quarter 2008 earnings release, in which it was disclosed
that Green Valley Ranch (in which Station owns a 50% interest)
generated EBITDA before management fees of $15.8 million in the
quarter, 45% below the prior comparable period," said Standard &
Poor's credit analyst Ben Bubeck.  "This level of decline in
EBITDAM was substantially higher than S&P had incorporated in its
previous 'B-' rating.  In addition, S&P has revised its
expectations for performance in 2009, and now project that EBITDAM
will decline by 25% this year, also substantially higher than S&P
factored into S&P's previous rating."

S&P now believes that Green Valley Ranch's ability to generate
sufficient cash flow to service its current capital structure is
in doubt.  S&P's previous rating incorporated its expectation that
cash burn over the next several quarters at this property would be
modest, and that the owners would likely step in to provide
liquidity to the extent required to meet debt service obligations.
While GR Ranch Station Inc., the consolidated entity that owns
Station's 50% interest in Green Valley Ranch, executed promissory
notes with Green Valley Ranch totaling
$5 million in the fourth quarter, these notes are only short term.
Also, S&P is now concerned that the level of support needed from
the owners may be more meaningful than they are willing to
provide, given S&P's more negative outlook for cash flows during
2009.  Also, Station is operating under a forbearance agreement
(scheduled to expire by April 15, 2009) with its creditors
following missed interest payments on its five notes issues, which
further strains the company's capacity to continue to offer
support.  Station has proposed a prepackaged bankruptcy filing to
its creditors.

The rating on GVR reflects the company's high debt leverage,
limited liquidity, reliance on a single source of cash flow, and
S&P's expectation for continued negative trends in net revenues
and EBITDAM over the next several quarters.  The property's high
quality and good location only slightly temper these factors.

During 2008, net revenues and EBITDA before management fees
declined 11.8% and 25.7%, respectively, from 2007.  As of
Dec. 31, 2008, total debt to EBITDAM was more than 9x, and EBITDAM
interest coverage was less than 1.5x.  In addition, given S&P's
expectations for 2009, these measures will likely deteriorate
significantly over the next few quarters.


HARRAH'S ENTERTAINMENT: CalPERS' $1.7-Billion Bet in Apollo Sours
-----------------------------------------------------------------
Bloomberg News reports that last year the California Public
Employees' Retirement System poured $1.71 billion into Apollo
Management LP, more than twice as much as it gave any other
private equity manager, betting that the firm could exploit the
global credit crisis.  "So far, the bet is coming up snake eyes,"
Bloomberg's Jonathan Keehner and Jason Kelly note.

Messrs. Keehner and Kelly relate that Calpers chief of public
affairs Pat Macht wrote in an e-mail, "The market dislocation
presents an opportunity to invest at some favorable prices.
Apollo was best-suited to take advantage of these opportunities,
and Calpers determined they had the most experience and track
record -- a view shared by those who provide us independent
advice".

According to Messrs. Keehner and Kelly, after posting average
annual returns of more than 25% in the last two decades, Apollo
founder Leon Black is trying to salvage some of the $60 billion
worth of companies he has acquired since 2006, which includes
Linens 'n Things Inc. and Harrah's Entertainment Inc.  According
to London-based pricing service Markit, Bloomberg said that at
least $2 billion of loans Apollo bought last year have lost half
their value.

The report notes that as the largest U.S. public pension fund,
with $173.8 billion in assets, CalPERS provides retirement and
health benefits to 1.6 million state government workers.
Bloomberg adds that While Calpers says it stands behind the
decision to commit more than $3.5 billion to New York-based Apollo
since 2006, Calpers has hired a new chief investment officer who
managed private-equity holdings at another state pension fund that
didn't invest in Black's funds.

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At Sept. 30, 2008, the Company's consolidated condensed balance
sheets showed total assets of $37.0 billion, total liabilities of
$33.4 billion and stockholders' equity of $3.6 billion.  For three
months ended Sept. 30, 2008, the company reported net loss of
$129.7 million compared with net income of $244.4 million for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted net loss of $100.9 million compared with
net income of $667.2 million for the same period in the previous
year.  The company's cash and cash equivalents, including funds
borrowed during the quarter under its credit facilities, totaled
approximately $1.0 billion at Sept. 30, 2008, compared to
$654.7 million at Sept. 30, 2007.

                           *     *     *

As reported by the TCR on March 10, 2009, Standard & Poor's
Ratings Services lowered its corporate credit rating on Las Vegas-
based Harrah's Entertainment Inc. and its wholly owned subsidiary,
Harrah's Operating Co. Inc., to 'CC' from 'CCC'.  The rating
outlook is negative.  At the same time, S&P lowered the issue-
level rating on each of HOC's outstanding senior secured second-
priority and senior unsecured debt issues to 'C', from 'CCC-' and
'CC', respectively.  S&P also lowered the issue-level rating on
Caesars Entertainment Inc.'s subordinated debt issues to 'C' from
'CC'.  In addition, S&P placed the 'B-' issue-level rating for
HOC's senior secured first-lien credit facilities on CreditWatch
with negative implications.  These actions follow Harrah's
announcement that it is offering to exchange up to $2.8 billion of
new 10% senior secured second-priority notes due 2018 for a
portion (or potentially all in some cases) of each of the
outstanding senior unsecured and subordinated notes in the
company's capital structure.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- was the second largest specialty retailer
of home textiles, housewares and home accessories in North
America. As of Sept. 30, 2008, Linens 'n Things operated 411
stores in 47 states and seven provinces across the United States
and Canada.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

Pursuant to the court order entered on October 16, 2008, Linens
Holding Co. is in the process of liquidating the entire Linens 'n
Things retail chain.  (Bankruptcy News About Linens 'n Things;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


HARTMANN PROPERTIES: Section 341(a) Meeting Slated for April 30
---------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in Hartmann Properties, LLC's Chapter 11 case on April 30, 2009,
at 1:30 p.m., at 219 South Dearborn, Room 804, 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.

Aurora, Illinois-based, Hartmann Properties, LLC filed for Chapter
11 protection on March 27, 2009 (Bankr. N. D. Ill. Case No. 09-
10822) Gerald F. Munitz, Esq., at Goldberg, Kohn 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.


HARVEST OIL: Seeks to Access Macquarie-Wayzata Cash Collateral
--------------------------------------------------------------
Harvest Oil & Gas LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the Western District of Louisiana for
interim authority to access cash collateral of Macquarie Bank
Limited and Wayzata Investment Partners LLC to maintain the
Debtors' operations as a going concern and to avoid irreparable
harm.

Macquarie Bank provided $25 million in revolving loan to the
Debtors to pay amounts due with respect to the acquisition of the
harvest companies and related transactions costs while Wayzata
Investment provided $97.5 million to partially fund the
acquisition.  The Debtors defaulted on both loan.

The Debtors will use interim period to negotiate a longer term
cash collateral agreement on acceptable terms.  The Debtors want
to use cash collateral until April 12, 2009.

The Debtors will continue to protect and preserve the operations
and maintain their assets.  The equity in the Debtors' property
provides adequate protection for their use of cash collateral.

A full-text copy of the Debtors' cash collateral budget is
available for free at http://ResearchArchives.com/t/s?3b12

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.


HERITAGE LAND: Wants Until May 29 to File Schedules & Statements
----------------------------------------------------------------
Heritage Land Company LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Nevada to extend until
May 29, 2009, the period within which they can file their
schedules of assets and liabilities, and statement of financial
affairs.

The Debtors tell the Court that they need more time to complete
their schedules and statements including, among other things,
reviewing their records to determine prepetition liabilities to
each individual creditors as of their bankruptcy filing and
compiling each of their unexpired leases and executor contracts.

The initial deadline to file the Debtors' schedules and statements
is April 14, 2009.

Headquartered in Furlong, Pennsylvania, Heritage Center Inc. filed
for Chapter 11 protection on March 12, 2009 (Bankr. D. N.J. Case
No. 09-16019).  Albert A. Ciardi, III, Esq., Ciardi Ciardi &
Astin, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
assets and debts between $10 million and $50 million each.


INNERDOORWAY: American Securities & ACI Capital Acquires Firm
-------------------------------------------------------------
Naturalproductsinsider.com reports that New York-based private-
equity firms American Securities and ACI Capital have acquired
InnoVision Health Media out of Chapter 11 bankruptcy.

According to Naturalproductsinsider.com, InnoVision Health will
continue operations out of Boulder, Colorado, functioning as a
wholly owned subsidiary.

InnoVision Health will work closely with ACI and American
Securities holdings unit Healthy Directions LLC.

Boulder, Colorado-based InnerDoorway, InnerDoorway dba InnoVision
Health Media, produces consumer and trade publications with a
focus on health and wellness.  The Company filed for Chapter 11
protection on Nov. 10, 2008 (Bankr. D. Colo. Case No. 08-27888).
Daniel J. Garfield, Esq., at Brownstein Hyatt Farber Schreck, LLP,
represents the Company in its restructuring effort.  The Company
listed assets and debts of $1,000,001 to $10,000,000.


ION GEOPHYSICAL: Moody's Cuts Corporate Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded ION Geophysical Corporation's
Corporate Family Rating and Probability of Default Rating to B3
from B1.  The outlook was changed to negative from stable.

The downgrade was driven by ION's much weaker liquidity and higher
covenant compliance risk than Moody's expected when the initial
ratings were assigned in connection with the company's November
2008 bond offering.  This leaves the company with considerably
less financial flexibility to manage through the severe decline in
demand for ION's products and services, particularly in the North
American onshore markets.

The ratings will be withdrawn since the proposed bond offering was
not completed.

Moody's last rating action was on November 17, 2008 when Moody's
assigned a B1 CFR and a B2 rating to ION's proposed $175 million
of senior unsecured notes.

ION Geophysical Corporation provides seismic products and services
to the global energy industry and is headquartered in Houston,
Texas.


JEFFERSON COUNTY: Budget Officer Slams Senate Tax Proposal
----------------------------------------------------------
Bloomberg News' Kathleen Edwards reports that Jefferson County,
Alabama's director of revenue, slammed a bill introduced in the
state senate that would earmark proceeds of the county's sales tax
to pay sewer system debt.

According to Bloomberg, the county is negotiating with creditors
to restructure the sewer debt and has cut general services by 10%.
It will have to cut another 33% from the general fund if the court
doesn't reverse its ruling on occupational and business taxes.

Travis Hulsey, as cited by the report said the bill would have a
"devastating impact" on the county's ability to provide essential
services.  Mr. Hulsey in a memo to county commission president
Bettye Fine Collins added saying, "The legislation, sponsored by
Senators Steve French, a Republican, and Linda Coleman, a
Democrat, would divert $33.4 million from the county's general
fund and another $19.1 million from its health department.
Possible loss of the county's general fund sales tax proceeds of
$33 million for general government services coupled with the above
issues would require massive layoffs of personnel and eliminate a
number of public services".

                    About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.  It ended its 2006 fiscal year with a
$42.6 million general fund balance, according to Standard &
Poor's.  The Birmingham firm of Bradley Arant Rose & White,
represents Jefferson County.  Porter, White & Co. in Birmingham is
the county's financial adviser.  A bankruptcy by Jefferson County
stands to be the largest municipal bankruptcy in U.S. history.  It
could beat the record of $1.7 billion, set by Orange County,
California in 1994.

                          *     *     *

As reported by the Troubled Company Reporter on March 24, 2009,
Standard & Poor's Ratings Services kept the ratings on
Jefferson County, Alabama's series 1997A, 2001A, 2003-B-8, 2003 B-
1-A through series 2003 B-1-E, and series 2003 C-1 through 2003 C-
10 sewer system revenue bonds ('C' underlying rating) on
CreditWatch negative, where they were placed Sept. 16, 2008, due
to previous draws against the system's cash and surety reserves
beginning in September 2008 and S&P's uncertainty of the system's
continued timely payment on the obligations.

Although the system depleted its cash reserves and a portion of
its surety reserves in late 2008, the trustee indicates there have
been no additional draws against its surety reserves since last
year.  The trustee estimates the system currently has
$176 million remaining in total combined surety reserves with
Financial Guaranty Insurance Co. (FGIC; CCC/Negative), Syncora
Guarantee Inc. (CC/Negative), and Financial Security Assurance
Inc. (AAA/Watch Neg), which can be applied on a pro rata basis to
any parity debt.


JOHN BAYLESS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: John Owen Bayless, Jr.
        Lisa Anne Bayless
        dba Bayless Tire & Wheel
        dba Bayless Auto Salvage, Inc.
        dba Bayless & Watt Land Development, LLC
        dba Bayless Motor Co., Inc.
        dba Design Build-Lease, LLC
        218 E. Weaver Rd.
        Springfield, MO 65810

Bankruptcy Case No.: 09-60657

Chapter 11 Petition Date: April 2, 2009

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  riplaster@rip-pc.com
                  2032 E. Kearney, Ste. 201
                  Springfield, MO 65803
                  Tel: (417) 831-6900
                  Fax: (417) 831-6901

Total Assets: $11,214,955

Total Debts: $7,654,399

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Guaranty Bank                                    $5,300,000
1341 W. Battlefield
Springfield, MO 65807-4101

Mid Missouri Bank                                $209,000
330 W. Plainview
Springfield, MO 65810

Rich Kramer Construction, Inc.                   $126,546
c/o Tuck & Lukachick
3812 S. Fremont
Springfield, MO 65804

Missouri Department of Revenue                   $100,000

Internal Revenue Service                         $60,000

Greene County Collector of                       $19,417
Revenue

Bank of America                                  $18,561

Missouri Department of Revenue                   $16,000

AT&T Universal Card                              $13,512

Chase Bank                                       $13,050

American Express                                 $10,709

Bank of America                                  $10,366

US Bank Credit Card                              $8,377

Capital One                                      $7,820

Chase Bank                                       $6,791

Discover                                         $6,761

Greene County Collector of                       $5,877
Revenue

Capital One                                      $4,939

Discover                                         $4,851

Greene County Collector of                       $3,502
Revenue


KRATON POLYMERS: Buys & Retires $30MM Face Value of $200MM Notes
----------------------------------------------------------------
Kraton Polymers LLC purchased and retired $30 million face value
of its 8.125% notes on March 16, 2009, for cash consideration of
$10.9 million, which included accrued interest of $0.4 million.

Kraton Polymers expects to record a gain of approximately
$19.5 million in the quarter ending March 31, 2009, related to the
purchase and retirement of the 8.125% notes.

     $7MM Net Loss for Three Months Ended December 31, 2008

Kraton Polymers LLC has released financial results for the three
and 12 months ended December 31, 2008.

Total operating revenues amounted to $232 million for the three
months ended December 31, 2008, a decline of $26 million, or 10%,
compared to total operating revenues of $258 million in the three
months ended December 31, 2007.  For the twelve months ended
December 31, 2008, total operating revenues amounted to
$1.226 billion, representing an increase of $136 million, or 12%,
from $1.090 billion for the twelve months ended December 31, 2007.

Gross profit amounted to $49 million for the three months ended
December 31, 2008, an increase of $28 million, or 133%, compared
to gross profit of $21 million in the three months ended
December 31, 2007.  For the twelve months ended December 31, 2008,
gross profit amounted to $255 million, representing an increase of
$104 million, or 69%, from $151 million for the twelve months
ended December 31, 2007.  In the fourth quarter of 2008, the
Company recorded a non-cash lower-of-cost-or-market adjustment to
our inventory of $8 million which is included in the 2008 gross
profit amounts.

Net loss of $7 million for the three months ended December 31,
2008, is an improvement of $29 million compared to the net loss of
$36 million in the three months ended December 31, 2007.  For the
twelve months ended December 31, 2008, net income amounted to $28
million, an increase of $72 million from a net loss of
$44 million for the 12 months ended December 31, 2007.

"We are generally pleased with our improved financial performance
in 2008, especially in light of the headwinds associated with
rising feedstock and energy costs that the Company faced for most
of the year," said Kevin M. Fogarty, Kraton Polymers' President
and Chief Executive Officer.  "Although our fourth quarter results
exceeded the comparable 2007 period, Kraton is not insulated from
global economic market conditions.  In fact, each of Kraton's end-
use markets recorded a decline in sales volume in the fourth
quarter as customers aggressively reduced inventories, resulting
in an aggregate 36% decline in sales volume compared to the fourth
quarter of 2007."

The demand softness in the fourth quarter of 2008 has continued
into 2009.  Kraton Polymers currently estimates first quarter 2009
sales volume could be approximately 40% below first quarter 2008
sales volume.  In addition, the first quarter 2009 results will
reflect lower FIFO margins commensurate with selling higher-cost
inventory produced when feedstock prices were above our current
replacement cost, the negative effect of which could be in the
range of $35 to $40 million.  Conversely, first quarter 2008
margins were positively affected by more than $5 million uplift
commensurate with selling lower cost inventory produced when
feedstock prices were below the then current replacement cost.

At December 31, 2008, Kraton Polymers had more than $101 million
of cash-on-hand and net debt of $474 million, compared to net debt
of $490 million at December 31, 2007.  In addition to scheduled
maturities, Kraton Polymers voluntarily reduced term debt by $10
million in the second quarter of 2008.

Last Twelve Months Bank EBITDA, a measure used to determine
compliance with our debt covenants, of $149 million for the twelve
months ended December 31, 2008, represents an increase of $50
million, or 51%, from $99 million at December 31, 2007.  With
respect to financial covenants, leverage and interest coverage
ratios of 3.87x and 4.15x, respectively, were both well within the
requirements of 4.95x and 2.50x, respectively.

Mr. Fogarty also noted, "It remains difficult to predict the full
impact the current economic downturn will have on global demand
for our products.  That said, however, after excluding the large
negative effect on margins in the first quarter of 2009 and the
positive effect on margins in 2008 resulting from the
aforementioned FIFO measurements, the Company currently anticipate
that earnings in the first quarter of 2009 will be in-line with
the first quarter of 2008 earnings, and the Company expect to be
in full compliance with our debt covenants at the close of the
first quarter.  In addition, in 2009 the Company do expect to
exceed our $10 million fixed cost reduction target, announced in
November, as the Company continue to aggressively pursue new
options to reduce cost, improve productivity and manage cash.  The
Company believe these steps will allow us to endure this down
trend and become even more competitive in responding to our
innovative customers' demanding needs when an economic recovery
takes hold."

                           About Kraton

Kraton Polymers LLC is a global producer of engineered polymers.
It produces styrenic block copolymers (SBCs), a family of products
whose chemistry was pioneered by us over forty years ago.  SBCs
are highly-engineered thermoplastic elastomers, which enhance the
performance of numerous products by delivering a variety of
attributes, including greater flexibility, resilience, strength,
durability and processability.  Kraton's polymers are used in a
wide range of applications, including adhesives, coatings,
consumer and personal care products, sealants and lubricants and
medical, packaging, automotive, paving, roofing and footwear
products.  The Company's production facilities are located in the
United States, Germany, France, The Netherlands, Brazil, and
Japan.

As reported by the Troubled Company Reporter on November 27, 2008,
Moody's Investors Service confirmed the ratings for Kraton
Polymers LLC (B2 Corporate Family Rating) and concluded the rating
review that was established in April 2008.  The outlook for
Kraton's ratings is negative.

Ratings confirmed:

  -- Corporate Family Rating, B2
  -- Probability of Default Rating, B2
  -- Senior Unsecured Subordinated Bond/Debenture, Caa1 LGD5 84%
  -- Senior Secured Bank Credit Facility, B1 LGD3 33%
  -- Outlook Negative


KRATON POLYMERS: 8K Disclosure Prompts S&P's Rating Cut to 'SD'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Houston, Texas-based Kraton Polymers
LLC and Polymer Holdings LLC to 'SD' from 'B-'.

At the same time, Standard & Poor's lowered its issue rating on
the company's 8.125% $200 million senior subordinated notes due
2014 to 'D' from 'CCC'.  The issue rating on the company's first-
lien loan remains unchanged at 'B' and was placed on CreditWatch
with negative implications.

"The lowering of the corporate credit rating follows Kraton
Polymers disclosure in a recent 8K that it purchased and retired
$30 million face value on its $200 million senior subordinated
notes due 2014 for cash consideration of approximately $11
million, which included accrued interest," said Standard & Poor's
credit analyst Henry Fukuchi.  "The 'SD' rating reflects our
expectation that Kraton will continue to pay its other creditors
despite the completion of its recent debt purchase," Mr. Fukuchi
added.  "The 'D' rating on the 8.125% $200 million senior
subordinated notes reflect our view that the exchange at this
issue level was distressed as the bondholder received
significantly less than the original price."

The CreditWatch with negative implications on the first-lien term
loan indicates that S&P may lower or affirm the rating following
its reassessment of the default risk and recovery prospects.  S&P
plan to complete this review within the next two weeks.

Kraton is a leading producer of SBCs with about $1.2 billion in
annual sales and approximately $627 million of debt outstanding,
including a modest amount of capitalized operating leases and
unfunded postretirement obligations.  The company produces
unhydrogenated SBCs, hydrogenated SBCs, polyisoprene rubber,
polyisoprene latex, and SBC-based compounded materials.  SBCs
offer flexibility, resilience, strength, and durability to a wide
range of products in a number of end-use markets including
adhesive, sealants, and coatings; paving and roofing; compounding
channels; packaging and films; and personal care.


L-3 COMMUNICATIONS: Moody's Affirms 'Ba2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed L-3 Communications Holdings,
Inc.'s Ba2 Corporate Family Rating and the Ba3 rating on L-3's
Convertible Debt and L-3 Communications Corporation's senior
subordinated debt.  At the same time, L-3's Speculative Grade
Liquidity rating was lowered to SGL-2 from SGL-1.  The actions
reflect continued strong operating performance across L-3's
defense segments but recognize the company's liquidity profile is
impacted by the approaching expiration of its $1.0 billion
revolving credit facility in March 2010 at the same time that its
$650 million term loan matures.  The outlook remains positive.

With expected revenues in excess of $15 billion in 2009 and
sustained operating margins in the 10%-11% range along with modest
working capital and capital expenditures, L-3 should continue to
generate substantial levels of free cash flow.  Free cash flow has
averaged roughly $1 billion/year for the last two years.  This
level of FCF is expected to continue during 2009 despite an
increase in its quarterly dividend pay-out. Strong FCF allowed the
company to repurchase some $700 million in common stock over the
last year (measured net of issuance proceeds), and to add to its
cash balances.

The Ba2 Corporate Family rating reflects L-3's sizeable revenue
base, moderate leverage and its increasing profile as a lead
contractor in a variety of segments in the U.S. Government
Department of Defense and Department of Homeland Security.  This
scale along with its consistent margins and substantial backlog
supports expectations for ongoing strong free cash generation over
the next few years.  The rating also takes into consideration L-
3's continued debt levels, which have not changed materially over
the past few years despite strong cash generation.  Leverage
expressed in debt/EBITDA terms, however, has been retreating
through growth in operating earnings.  Several rating factors
currently suggest a higher rating than the current Ba2.  However,
an approaching debt maturity and expiration of its back-up
liquidity arrangements in March 2010 currently inhibit upward
movement in the rating.

Moody's assesses L-3's liquidity profile as good reflecting its
substantial cash balances, ongoing levels of free cash flow but
approaching debt maturity and revolving credit expiration.  The
company's $1.0 billion revolving credit was un-drawn at the end of
2008 but had some $60 million of letters of credit issued against
its commitment.  L-3 reported a cash balance of $867 million at
December 2008 and is expected to be free cash generative through
FY 09 (its guidance is roughly $1.2 billion prior to dividends
which should approximate $170 million/year).  L-3 is expected to
maintain ample cushion under financial covenants contained in its
credit agreement.  As a result, the company should have full
access to its revolver through calendar 2009.  However, both the
revolving credit and a $650 million term loan mature in March
2010.  Absent raising external capital beforehand, this suggests a
need to retain cash and limit share repurchases and or
acquisitions to satisfy the term loan at its stated maturity.  As
all of L-3's debt is unsecured, the company's asset base is
unencumbered, and could potentially be a source of alternative
liquidity.

The positive outlook reflects Moody's expectations that L-3 will
continue to grow its revenues, maintain its margins, and generate
substantial free cash flow.  Internal resources should enable the
company to manage its debt maturities as well as sustain improving
trends in leverage and coverage metrics.  Moody's believes the
company is unlikely to significantly de-lever through reducing
aggregate indebtedness and is more likely to deploy excess cash
towards share repurchases and acquisition opportunities.

Ratings affirmed:

L-3 Communications Holdings, Inc.

  -- Corporate Family Rating, Ba2

  -- Probability of Default, Ba2

  -- $700 million Convertible Contingent Debt Securities, Ba3
     (LGD-4, 67%)

L-3 Communications Corporation

  -- $3.2 billion of senior subordinated debt issues, Ba3 (LGD-4,
     67%)

Ratings changed:

  -- L-3 Communications Holdings, Inc.

  -- Speculative Grade Liquidity rating to SGL-2 from SGL-1

The last rating action was on December 20, 2007 at which time the
L-3's Corporate Family Rating was affirmed at Ba2 and the outlook
revised to positive.

L-3 Communications Holdings, Inc. is a prime contractor in
aircraft modernization and maintenance, C3ISR (Command, Control,
Communications, Intelligence, Surveillance and Reconnaissance)
systems, and government services.  In addition, L-3 provides high
technology products, systems and subsystems.  Revenues in 2008
were approximately $14.9 billion.


LINENS 'N THINGS: CalPERS' $1.7-Billion Bet in Apollo Sours
-----------------------------------------------------------
Bloomberg News reports that last year the California Public
Employees' Retirement System poured $1.71 billion into Apollo
Management LP, more than twice as much as it gave any other
private equity manager, betting that the firm could exploit the
global credit crisis.  "So far, the bet is coming up snake eyes,"
Bloomberg's Jonathan Keehner and Jason Kelly note.

Messrs. Keehner and Kelly relate that Calpers chief of public
affairs Pat Macht wrote in an e-mail, "The market dislocation
presents an opportunity to invest at some favorable prices.
Apollo was best-suited to take advantage of these opportunities,
and Calpers determined they had the most experience and track
record -- a view shared by those who provide us independent
advice".

According to Messrs. Keehner and Kelly, after posting average
annual returns of more than 25% in the last two decades, Apollo
founder Leon Black is trying to salvage some of the $60 billion
worth of companies he has acquired since 2006, which includes
Linens 'n Things Inc. and Harrah's Entertainment Inc.  According
to London-based pricing service Markit, Bloomberg said that at
least $2 billion of loans Apollo bought last year have lost half
their value.

The report notes that as the largest U.S. public pension fund,
with $173.8 billion in assets, CalPERS provides retirement and
health benefits to 1.6 million state government workers.
Bloomberg adds that While Calpers says it stands behind the
decision to commit more than $3.5 billion to New York-based Apollo
since 2006, Calpers has hired a new chief investment officer who
managed private-equity holdings at another state pension fund that
didn't invest in Black's funds.

                   About Harrah's Entertainment

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com-- operates nearly 40 casinos across the
United States, primarily under the Harrah's(R), Caesars(R) and
Horseshoe(R) brand names; Harrah's also owns the London Clubs
International family of casinos and the World Series of Poker(R).
Private equity firms Apollo Global Management and TPG Capital LP
acquired Harrah's in January for $31 billion.

At Sept. 30, 2008, the Company's consolidated condensed balance
sheets showed total assets of $37.0 billion, total liabilities of
$33.4 billion and stockholders' equity of $3.6 billion.  For three
months ended Sept. 30, 2008, the company reported net loss of
$129.7 million compared with net income of $244.4 million for the
same period in the previous year.  For nine months ended Sept. 30,
2008, the company posted net loss of $100.9 million compared with
net income of $667.2 million for the same period in the previous
year.  The company's cash and cash equivalents, including funds
borrowed during the quarter under its credit facilities, totaled
approximately $1.0 billion at Sept. 30, 2008, compared to
$654.7 million at Sept. 30, 2007.

                           *     *     *

As reported by the TCR on March 10, 2009, Standard & Poor's
Ratings Services lowered its corporate credit rating on Las Vegas-
based Harrah's Entertainment Inc. and its wholly owned subsidiary,
Harrah's Operating Co. Inc., to 'CC' from 'CCC'.  The rating
outlook is negative.  At the same time, S&P lowered the issue-
level rating on each of HOC's outstanding senior secured second-
priority and senior unsecured debt issues to 'C', from 'CCC-' and
'CC', respectively.  S&P also lowered the issue-level rating on
Caesars Entertainment Inc.'s subordinated debt issues to 'C' from
'CC'.  In addition, S&P placed the 'B-' issue-level rating for
HOC's senior secured first-lien credit facilities on CreditWatch
with negative implications.  These actions follow Harrah's
announcement that it is offering to exchange up to $2.8 billion of
new 10% senior secured second-priority notes due 2018 for a
portion (or potentially all in some cases) of each of the
outstanding senior unsecured and subordinated notes in the
company's capital structure.

                   About Linens 'n Things, Inc.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- was the second largest specialty retailer
of home textiles, housewares and home accessories in North
America. As of Sept. 30, 2008, Linens 'n Things operated 411
stores in 47 states and seven provinces across the United States
and Canada.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors' restructuring
management services provider is Conway Del Genio Gries & Co., LLC.
The Debtors' CRO and Interim CEO is Michael F. Gries, co-founder
of Conways Del Genio Gries & Co., LLC. The Debtors' claims agent
is Kurtzman Carson Consultants, LLC. The Debtors' consultants are
Asset Disposition Advisors, LLC, and Protivit, Inc. The Debtors'
investment bankers are Financo, Inc., and Genuity Capital Markets.

Pursuant to the court order entered on October 16, 2008, Linens
Holding Co. is in the process of liquidating the entire Linens 'n
Things retail chain.  (Bankruptcy News About Linens 'n Things;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


M W SEWALL: Taps Marcus Clegg as Counsel, U.S. Trustee Objects
--------------------------------------------------------------
M.W. Sewall & Co. ask the U.S. Bankruptcy Court for the District
of Maine for authority to employ Marcus, Clegg & Mistretta, P.A.,
as counsel.

MCM will:

   a) analyze the Debtor's financial situation and advice and
      assist the Debtor in determining whether to file a petition
      under Chapter 11 of the Code;

   b) prepare and file the Debtor's petition, schedules, statement
      of financial affairs, amendments to the foregoing, and all
      other documents and pleadings required by the Court, the
      Code, the Federal Rules of Bankruptcy Procedure and the
      Local Rules of the Court;

   c) represent the Debtor at the first meeting of creditors and
      respond to individual creditor inquiries;

   d) represent the Debtor in connection with the purchase and
      sale of any of its assets;

   e) develop the Debtor's Plan of Reorganization, analysis of
      the feasibility of any plan, negotiation and drafting of
      the plan and any disclosure statement, respond to
      objections to the adequacy of the disclosure statement and
      to confirmation of the plan;

   f) review and evaluate the Debtor's executory contracts and
      unexpired leases, and represent the Debtor with respect to
      any motions to assume or reject the contracts and leases;

   g) represent the Debtor in connection with any adversary
      proceedings or automatic stay litigation which may be
      commenced in these proceedings;

   h) analyze the Debtor's cash flow and business operations,
      advice to the Debtor regarding its responsibilities as a
      debtor in possession and its postpetition financial
      operations, negotiation of any borrowing or cash collateral
      stipulations which may be required, furnishing of financial
      information to the U.S. Trustee's Office and to any
      committee appointed;

   i) review and analyze various claims of the Debtor's creditors
      and the treatment of the claims;

   j) representation of the Debtor regarding post-confirmation
      operations and consummation of any plan of reorganization;

   k) representation of and advice to the Debtor with respect to
      general limited liability company law matters and general
      business law issues; and

   l) general representation of the Debtor during the bankruptcy
      proceedings.

The Debtor proposes to employ Counsel under a general, security
retainer amounting to $101,914.  In addition, in view of the
substantial amount of work expected to be performed by MCM during
the course of the Chapter 11 case, once MCM has rendered services
and incurred expenses in an amount equal to or greater than the
retainer, the Debtor has agreed that it will pay MCM on a bi-
weekly basis.

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

MCM professionals can be reached at:

     Marcus, Clegg & Mistretta, P.A.
     One Canal Plaza, Suite 600
     Portland, ME 04101
     Tel: (207) 828-8000
          (800) 806-9242
          (800) 207-1180
     Fax: (207) 773-3210
          (800) 806-8676

                     U.S. Trustee's Objections

The U.S. Trustee for Region 1 complained in a document filed with
the Court that:

   i) the Debtor has not signed the application;

  ii) the application does not contain any information about the
      persons who will be working on this case or the fee amounts
      they will be charging per hour;

iii) the Application and the verified statement of George J.
      Marcus indicated that MCM received the these funds from the
      Debtor:

       Feb. 23, 2009          $10,000
       March 16, 2009          10,000
       March 27, 2009          100,000 (Retainer)
                              -------
                              $120,000

  iv) the Verified Statement indicated that the first $20,000 in
      payments have been applied with expenses incurred
      prepetition and that the Debtor has a credit balance of
      $1,914.  However, there is no disclosure of the prepetition
      legal work that has been done by MCM.

   v) the application seeks to alter the distribution procedure
      set forth in D. Me. LBR 2016-2 by seeking an order that
      authorizes payment of bi-weekly invoices.  D. Me. LBR
      2016-2 provides that when a professional has received
      retainer funds in excess of $25,000, none of the retainer
      will be withdrawn until the professional files a motion for
      distribution.

                      About M.W. Sewall & Co.

Headquartered in Bath, Maine, M.W. Sewall & Co. distributes
petroleum products.  The Company 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 listed assets and
debts of $10 million to $50 million.


M W SEWALL: U.S. Trustee Sets Section 341 Meeting for April 30
--------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in M.W. Sewall & Co.'s Chapter 11 case on April 30, 2009, at
10:00 a.m., at the U.S. Trustees Office, 537 Congress Street,
Rm. 302, Portland, Maine.

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.

Governmental units have 180 days from date of filing of the case
or the date of conversion to file a proof of claim.  Proofs of
Claims for all other creditors are due on July 29, 2009.

                      About M.W. Sewall & Co.

Headquartered in Bath, Maine, M.W. Sewall & Co. distributes
petroleum products.  The Company 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 listed assets and
debts of $10 million to $50 million.


MAGNA ENTERTAINMENT: Agrees to Hire Chief Restructuring Officer
---------------------------------------------------------------
To address creditors' complaints about a proposed sale to Chief
Executive Officer Frank Stronach, Magna Entertainment Corp. agreed
to hire a restructuring officer and to add new board members,
Bloomberg News' Steven Church reported.

An affiliate controlled by Mr. Stronach is proposed to be the lead
or stalking horse bidder at an auction for Magna's assets,
Bloomberg said.

Company attorney Brian Rosen, according to Bloomberg News, told
the judge overseeing Magna's bankruptcy that a chief restructuring
officer would ensure open bidding for the company's assets,
including Pimlico Race Course in Baltimore, and Magna's other
major race courses, including Santa Anita Park in California.
Pimlico is host to the Preakness Stakes, one of three races that
make up horseracing's Triple Crown.

                    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.


MASSACHUSETTS DEVELOPMENT: S&P Withdraws Rating on Issuer Request
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on
Massachusetts Development Finance Agency's revenue bonds, issued
for Orchard Cove Inc., a subsidiary of Hebrew SeniorLife, based on
the issuer's request due to insufficient data to update the
rating.

In February 2008, Standard & Poor's lowered Orchard Cove's rating
to 'BB-' with a negative outlook; the rating action was tied to
significant construction, fill up, and debt repayment risks
associated with Hebrew SeniorLife's Newbridge on the Charles
project.

Newbridge, another affiliate of Hebrew SeniorLife, issued
$457 million of tax-exempt, unrated, and privately placed bonds in
late 2007.  Newbridge was in the early phase of constructing a
large multigenerational campus on 162 acres of land approximately
10 miles from Orchard Cove.

The rating action affects roughly $35.9 million of debt
outstanding.


MAXXAM INC: Palco Issues Cue Grant Thornton's Going Concern Doubt
-----------------------------------------------------------------
Grant Thornton LLP last week said the uncertainty surrounding the
real estate industry and the ultimate outcome of proceedings
involving MAXXAM Inc.'s former unit, Pacific Lumber Company, and
their effect on the Company, as well as the Company's operating
losses raise substantial doubt about the ability of the Company to
continue as a going concern.

Grant Thornton noted MAXXAM has incurred losses in 2007 and 2008,
and there have been significant declines in real estate demand in
areas where the Company operates.  The Palco bankruptcy plan was
confirmed in July 2008, but the confirmation order has been
appealed.

MAXXAM also said it has material uncertainties as a result of
actions initiated by Richard Wilson and Chris Maranto.

MAXXAM said an adverse decision related to the Bankruptcy Cases or
the Wilson actions -- in which the plaintiffs are claiming damages
exceeding a billion dollars on a combined basis -- would likely
have a material adverse effect on the Company's consolidated
financial position, results of operations and liquidity.

                          2008 Financials

MAXXAM reported a net loss of $92.4 million for the 12 months
ended December 31, 2008, compared to a net loss of $46.9 million
for the same period of 2007.  The results include a $67.9 million
provision for federal income taxes reflecting the estimated
utilization of tax attributes in the Company's 2008 federal income
tax return relating to the reorganization of Palco and its
subsidiaries.

For the three months ended December 31, 2008, the Company reported
a net loss of $400,000 compared to a net loss of
$17.4 million for the same period a year ago.  The Company's
results for the three months ended December 31, 2008 include the
$10.0 million gain related to the settlement of litigation and the
net insurance recoveries of approximately $4.3 million related to
damage caused by Hurricane Ike at Sam Houston Race Park.

As of December 31, 2008, MAXXAM had $400.3 million in total assets
and $787.3 million in total liabilities, resulting in $387.0
million in stockholders' deficit.

A full-text copy of MAXXAM's 2008 Annual Report is available at no
charge at http://ResearchArchives.com/t/s?3b19

                         Palco Bankruptcy

MAXXAM previously conducted forest products operations through its
wholly owned subsidiary, The Pacific Lumber Company, and Palco's
wholly owned subsidiaries, Britt Lumber Co., Inc., Salmon Creek
LLC, Scotia Development LCC, Scotia Inn Inc., and Scotia Pacific
Company LLC.  In January 2007, Palco and its affiliates filed
separate Chapter 11 petitions in the U.S. Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division.  The
bankruptcy filing was precipitated by liquidity shortfalls at
Palco and Scopac and their resultant inability to make January
2007 interest payments on their debt obligations.

As of the Petition Date, Scopac's indebtedness consisted of its
6.55% Class A-1, 7.11% Class A-2 and 7.71% Class A-3 Timber
Collateralized Notes due 2028 -- $713.8 million principal
outstanding as of December 31, 2006 -- and a line of credit with a
group of banks -- $36.2 million principal outstanding as of
December 31, 2006.  The obligations were each secured by Scopac's
timber, timberlands and timber rights and various related assets.

As of the Petition Date, Palco's principal indebtedness consisted
of a five-year $85.0 million secured term loan -- $84.3 million
principal outstanding as of December 31, 2006 -- and a five-year
$60.0 million secured asset-based revolving credit facility --
$24.1 million of borrowings outstanding and $13.7 million of
letters of credit issued as of December 31, 2006.  Marathon
Structured Finance Fund L.P. provided both facilities, which were
secured by the stock of Palco owned by its parent, MAXXAM Group
Inc., and substantially all of the assets of the Palco Debtors
other than Palco's equity interest in Scopac.

In December 2007, the Bankruptcy Court approved an agreement
allowing the Debtors and certain others to file plans of
reorganization.  The Debtors subsequently filed a joint plan of
reorganization.  As the Debtors did not believe the Joint Plan was
eligible to be "crammed down" (forced) on creditors who voted
against it, the Palco Debtors as a group and Scopac filed separate
and alternative stand-alone plans of reorganization.

Two other plans of reorganization were filed.  The first was filed
by Mendocino Redwood Company, LLC and Marathon Structured Finance
Fund L.P., Palco's secured lender. The second plan was filed by
the Indenture Trustee for the Scopac Timber Notes on behalf of the
holders of the Scopac Timber Notes.

The MRC/Marathon Plan provided for the Debtors to be reorganized
and continued under two new companies, one -- Newco -- to be owned
jointly by MRC and Marathon, and the other to be owned by
Marathon, with substantial cash payments to be made to all of the
creditor classes other than Marathon.  The Noteholder Plan, which
did not address the Palco Debtors, would have effectively resulted
in an auction of Scopac's timberlands to the highest bidder.  The
MRC/Marathon Plan provided for the loss entirely of the Company's
indirect equity interests in the Palco Debtors and Scopac; the
Noteholder Plan also provided for the loss of the Company's
indirect equity interest in Scopac.

                   May 2008 Settlement Agreement

On May 1, 2008, MRC, Marathon, the MAXXAM Entities and the Palco
Debtors entered into a settlement of various matters in respect of
the Debtors' bankruptcy proceedings.  Scopac was not a party to
the Settlement Agreement.

The Palco Debtors withdrew the Joint Plan and the Palco Debtors'
Alternative Plan and the MAXXAM Entities withdrew as co-proponents
of the Joint Plan and the two Alternative Plans.  The Settlement
Agreement required MRC and Marathon to amend the terms of the
MRC/Marathon Plan, among other things, to provide for (i) a cash
payment of not less than $520.0 million to the Timber Noteholders
in satisfaction of their bankruptcy claims, and (ii) assumption of
Palco's pension plan by Newco upon consummation of the
MRC/Marathon Plan.

MAXXAM received consideration of $2.25 million at the time the
MRC/Marathon Plan was consummated.

An indirect wholly-owned subsidiary of the Company in June 2008
required MRC to re-purchase lumber that the subsidiary had
previously purchased from Palco.  The subsidiary received $3.9
million at the time of closing and an additional $1.2 million of
contingent consideration at the time the MRC/Marathon Plan was
consummated.

MAXXAM Parent, MAXXAM Group Holdings Inc., the parent of MGI, and
MGI granted a release in favor of MRC, Marathon and various
related parties.  MRC and Marathon granted a release in favor of
the MAXXAM Entities and various related parties.

MRC and Marathon released the Palco Debtors and various related
parties against any and all claims (a) that the MAXXAM Entities,
MRC and Marathon had against any of the released parties --
including roughly $40.0 million of intercompany indebtedness owed
by the Palco Debtors to the MAXXAM Entities -- and (b) relating to
any of the Debtors or their bankruptcy cases that might thereafter
arise.

The Palco Debtors released each other, MRC, Marathon, the MAXXAM
Entities and various related parties against any and all claims.

The Settlement Agreement also obligates MAXXAM to indemnify MRC,
Marathon, Newco and certain affiliates against certain tax
liabilities assessed on the parties subsequent to the
reorganization.

               5th Cir. Appeal of Confirmation Order

On July 8, 2008, the Bankruptcy Court confirmed the MRC/Marathon
Plan and denied confirmation of the Noteholder Plan, among other
things.  On July 11, 2008, the Bankruptcy Court approved the May
2008 Settlement Agreement.  The Indenture Trustee and other
parties appealed the Confirmation Order to the Fifth Circuit Court
of Appeals and requested the Fifth Circuit to stay the
Confirmation Order pending appeal.

Following the Fifth Circuit's denial of the request for a stay of
the Confirmation Order, the MRC/Marathon Plan closed on July 30,
2008 and the Debtors emerged from bankruptcy.

The consummation of the MRC/Marathon Plan resulted in the loss
entirely of the Company's indirect equity interest in Palco and
its subsidiaries, including Scopac.  Oral arguments on the appeal
by the Indenture Trustee and others of the Confirmation Order were
heard in October 2008, but the Fifth Circuit has not yet ruled.

There can be no assurance that the MRC/Marathon Plan will not be
overturned by the Fifth Circuit.  The outcome of the appeal is
impossible to predict and, an adverse decision would likely have a
material adverse effect on the business of the Debtors, on the
interests of creditors and the Company and certain of its
affiliates.

Specifically, MAXXAM said if the MRC/Marathon Plan is upheld by
the Fifth Circuit, it will reverse all or a significant portion of
its investment in the Debtors during the period in which the Fifth
Circuit renders its decision.  The consolidated financial
statements include the Company's $484.2 million of losses in
excess of its investment in the Debtors.  The reversal of the
Company's losses in excess of its investment in the Debtors would
have a material impact on stockholders' deficit -- i.e. would
result in a $484.2 million increase to stockholders' equity.  If
the Fifth Circuit overturns the MRC/Marathon Plan or renders an
inconclusive decision, the Company will re-evaluate its position
based on the facts and circumstances at that time.  The Company
cannot predict when the Fifth Circuit will rule or what its
decision will be.

The ultimate resolution of the Bankruptcy Cases could result in
claims against and could have adverse impacts on MAXXAM Parent and
its affiliates, including MGHI and/or MGI.  It is possible that
the MRC/Marathon Plan could be overturned and unwound as a result
of the appeal pending before the Fifth Circuit.  If that occurs,
the Company would be required to return the $2.25 million of cash
consideration it received when the MRC/Marathon Plan was
consummated, MGI would be obligated for certain tax liabilities
and Newco's assumption of the Palco Pension Plan would no longer
be effective, among other things.  The estimated unfunded
termination obligation attributable to the Palco Pension Plan as
of December 31, 2008, was approximately $35.0 million based upon
annuity placement interest rate assumptions as of such date.

In addition, the consummation of the MRC/Marathon Plan -- or the
Noteholder Plan, in the event the MRC/Marathon Plan is overturned
upon appeal -- is expected to result in the utilization of all or
a substantial portion of the Company's net operating losses and
other tax attributes for federal and state income tax purposes.
Moreover, the MRC/Marathon Plan -- and the Noteholder Plan --
provides for litigation trusts, which could bring claims against
the Company and certain of its affiliates.

                         Wilson Actions

On December 7, 2006, an action entitled State of California, ex
rel. Richard Wilson and Chris Maranto v. MAXXAM Inc., The Pacific
Lumber Company, Scotia Pacific Company, LLC, Salmon Creek LLC,
Charles E. Hurwitz and Does 1 through 50 (No. CGC-06-458528) was
filed under seal in the Superior Court of San Francisco,
California, and on the same day, an action entitled United States
of America ex rel. Richard Wilson and Chris Maranto v. MAXXAM
Inc., The Pacific Lumber Company, Scotia Pacific Company, LLC,
Salmon Creek LLC and Charles E. Hurwitz (No. C 06 7497 CW) was
filed under seal in the U.S. District Court for the Northern
District of California.  The original defendants in the Wilson
actions included certain of the Debtors, the Company and Mr.
Hurwitz.

The Wilson actions allege violations of the California False
Claims Act and the Federal False Claims Act, and are qui tam
actions -- actions brought by the government, but on the
information and at the instigation of a private individual, who
would receive a portion of any amount recovered.  As the State of
California declined to participate in the Wilson state action and
the United States declined to participate in the Wilson federal
action, the seal on each case was lifted and the private
individuals are entitled to proceed with the suits.

Both suits allege that the defendants made false claims by
submitting to a California agency a sustained yield plan
misrepresenting as sustainable the projected harvest yields of the
timberlands of Palco and Scopac.  The remedies being sought are
actual damages -- essentially based on over $300.0 million of cash
and approximately 7,700 acres of timberlands transferred by the
United States and California in exchange for various timberlands
purchased from Palco and its subsidiaries -- as well as treble
damages and civil penalties of up to $10,000 for every violation
of the California False Claims Act and the Federal False Claims
Act, respectively.

On February 28, 2008, the plaintiffs settled for nominal amounts
the Wilson actions as to the Debtor defendants.  The actions are
proceeding as to MAXXAM and Mr. Hurwitz.  The Wilson federal
action is scheduled for trial beginning on April 20, 2009.  The
Wilson state action was dismissed in September 2008, but the
plaintiffs have appealed this decision.

As the plaintiffs are claiming damages in the Wilson actions that,
on a combined basis, exceed a billion dollars, an adverse decision
in either Wilson actions would likely have a material adverse
effect on the Company's consolidated financial condition, results
of operations and liquidity.  The Company has incurred significant
attorneys' fees related to these matters.  As of December 31,
2008, such fees were in excess of $13.9 million -- of which $5.9
million is reflected as an accrued liability.

                       About MAXXAM Inc.

Headquartered in Houston, MAXXAM Inc. is a publicly-traded
company, with business interests in forest products, real estate
investment and development and racing operations.


MERUELO MADDUX: Receives Delisting Notification From Nasdaq
-----------------------------------------------------------
Meruelo Maddux Properties has received a Nasdaq staff
determination notice.  The notice stated that the company was not
in compliance with Nasdaq Marketplace Rules 4300, 4450(f) and IM-
4300 because the company and numerous subsidiaries filed voluntary
petitions in California for relief under Chapter 11 of the United
States Bankruptcy Code.

Based on the notice, the company anticipates that its common stock
will no longer be listed on The Nasdaq Global Market from and
after the opening of business on April 7, 2009.  The company is in
discussions with market makers in its common stock about potential
quotation of the common stock on the OTC Bulletin Board following
delisting from The Nasdaq Global Market.

                       About Meruelo Maddux

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

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


MGM MIRAGE: Files Correct Version of 2005 Amended Incentive Plan
----------------------------------------------------------------
MGM MIRAGE relates that, effective October 6, 2008, the Company
amended and restated its 2005 Omnibus Incentive Plan to increase
the number of shares available under the Plan by 15 million
shares.

MGM MIRAGE says an incorrect copy of the 2005 Plan was filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2008.

MGM MIRAGE filed with the Securities and Exchange Commission a
correct copy of the 2005 Plan, which corrects an administrative
error.

A full-text copy of the Amended and Restated 2005 Incentive Plan
is available at http://ResearchArchives.com/t/s?3b15

                       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'.


MGM MIRAGE: Asks CityCenter Lenders to Extend April 13 Waiver
-------------------------------------------------------------
MGM MIRAGE says lenders to its CityCenter project have temporarily
waived through April 13, 2009, certain defaults and potential
defaults under CityCenter Holdings, LLC's senior secured credit
facility relating to required sponsor equity capital contributions
to CityCenter.

MGM MIRAGE entered into Amendment No. 3, dated March 26, 2009, to
its Fifth Amended and Restated Loan Agreement, as previously
amended, with MGM Grand Detroit, LLC, as initial co-borrower, the
various lenders and Bank of America, N.A., as administrative
agent.

Amendment No. 3 modified the Company's ability to make additional
investments in CityCenter.  Pursuant to Amendment No. 3, the
Company is permitted, within seven business days after March 24,
2009 and subject to certain conditions, to make investments in
CityCenter in an amount not to exceed the lesser of (i) the
aggregate amount requested by CityCenter from the Company and
Dubai World, including from their respective affiliates and (ii)
$200 million.  No other future investments by the Company in
CityCenter are permitted by the Fifth Loan Agreement, as amended,
except up to $20 million to ensure public health, safety and
welfare or regulatory compliance.  The Company paid a customary
amendment fee to the lenders party to the Loan Agreement in
connection with the execution of Amendment No. 3.

Certain of the lenders party to the Loan Agreement and their
respective affiliates have in the past engaged in financial
advisory, investment banking, commercial banking or other
transactions of a financial nature with the Company and its
subsidiaries, including the provision of advisory services for
which they received customary fees, expense reimbursement or other
payments.

On March 27, 2009, the Company funded $200 million in cash to
CityCenter to satisfy the required sponsor equity capital
contributions due on or about March 24.  The funding included
$100 million that should have been funded by Dubai World.

The Company has said it intends to work with Dubai World,
CityCenter and its lenders, and the Company's lenders, to obtain
necessary waivers or amendments prior to April 13, 2009, and to
find a long-term solution for the financing of CityCenter.
However, there can be no assurance that any waiver, amendment or
long-term solution will be available or that CityCenter will not
determine to seek relief through a filing under the U.S.
Bankruptcy Code.

A full-text copy of Amendment No. 3 is available at no charge at:

             http://ResearchArchives.com/t/s?3b16

                       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'.


MICRON TECHNOLOGY: Posts $751MM Net Loss in Second Quarter 2009
---------------------------------------------------------------
Micron Technology, Inc., has released results of operations for
the company's second quarter of fiscal 2009, which ended March 5,
2009.  For the second quarter of fiscal 2009, the Company posted a
net loss of $751 million, or $0.97 per diluted share, on net sales
of $1.0 billion.  These results reflect a number of cash and non-
cash items resulting in a net charge of $120 million in the second
quarter of fiscal 2009.  The Company ended the quarter with cash
and investments of $932 million.

The imbalance of supply and demand for semiconductor memory
products continued in the second quarter, resulting in significant
decreases in the Company's per gigabit average selling prices
compared to the preceding quarter.  Revenue from sales of DRAM
products decreased approximately 30% in the second quarter
compared to the first quarter principally due to a 30% decrease in
selling prices.  Sales volumes for DRAM products remained
relatively stable comparing the same periods.  Revenue from sales
of NAND Flash products decreased 20% in the second quarter
compared to the first quarter due to a 13% decrease in selling
prices and an eight% decrease in sales volume.

Memory production in the second quarter was relatively flat
compared to the preceding quarter.  Increases in bit production of
NAND Flash products resulting from the Company's transitions to
higher density 34nm NAND Flash products were offset by decreases
in production resulting from the Company's decision to slow down
DRAM production at its 200mm facilities and to discontinue
production of 200mm NAND Flash wafers at its Boise facility.

"We are actively managing our overall cost structure, capital
expenditures and technology execution, which are driving our
operating margins ahead of industry trend lines," said Steve
Appleton, Micron Chairman and CEO.  "Notably, our 34nm NAND
technology is ramping rapidly and is providing a competitive
differentiation in this challenging economic environment."

The Company's gross margin on sales of memory products improved
11% in the second quarter compared to the previous quarter,
resulting from decreases in per gigabit manufacturing costs and
the benefit in the second quarter from sales of products
previously written-down, partially offset by decreases in selling
prices.  Cost of goods sold includes charges for unused production
capacity, including charges from the Company's Inotera and IM
Flash joint ventures.  Excluding the effects of the inventory
write-downs and idle capacity charges, per gigabit costs declined
significantly for both DRAM and NAND Flash products.

Sales of CMOS image sensors in the second quarter decreased 54%
compared to the preceding quarter as a result of a sharp decline
in unit sales stemming from weakness in consumer markets.  The
Company's gross margin on sales of Imaging products was two% in
the second quarter compared to 29% in the first quarter, primarily
resulting from higher per unit manufacturing costs associated with
a significant decrease in the level of production.

The Company's cost-cutting and restructuring activities have
yielded reductions in operating costs and contributed to the
Company's cash flow from operating activities in the second
quarter.  In addition, the Company recently announced that it will
phase out the remaining 200mm wafer production at its Boise
facility.  As a result, the Company recorded a restructure charge
of $105 million in the second quarter of fiscal 2009, including
$17 million of employee-related costs and $87 million of equipment
write-downs.

Jerry A. Dicolo at The Wall Street Journal reports that Micron
Technology said that it doesn't see a reason to join a Taiwan
government plan to aid the chip industry.  According to WSJ,
Micron Technology has suffered along with foreign rivals from an
oversupply in memory chips.  "We're still in discussions with the
Taiwan government," WSJ quoted Micron Technology CEO Steve
Appleton as saying.

                  About Micron Technology

Boise, Idaho-based Micron Technology, Inc. --
http://www.micron.com/-- together with its subsidiaries, is a
global manufacturer and marketer of semiconductor devices,
principally dynamic random access memory, NAND Flash memory,
complementary metal-oxide semiconductor (CMOS) image sensors.  It
operates in two segments: Memory and Imaging.  The Memory
segment's primary products are DRAM and NAND Flash, which are key
components used in electronic applications, including personal
computers, workstations, network servers, mobile phones, flash
memory cards, universal serial bus storage devices, Moving picture
experts group layer-3 audio players and other consumer electronics
products.  The Imaging segment's primary products are CMOS image
sensors, which are key components used electronic applications,
including mobile phones, digital still cameras, webcams and other
consumer, security and automotive applications.  In March 2008,
the company announced that it has launched Aptina Imaging for its
CMOS imaging business.

                          *     *     *

As reported by the Troubled Company Reporter on March 11, 2009,
Standard & Poor's Ratings Services lowered its issue-level and
recovery ratings on Micron Technology Inc.'s unsecured debt issue.
The issue-level rating on the company's $1.3 billion senior
unsecured convertible notes has been lowered to 'B-' (one notch
lower than the corporate credit rating on Micron), from 'B'.  S&P
has a B/Negative/-- rating on Micron Technology.


MILLAR WESTERN: Moody's Downgrades Corporate Family Rating to 'B3'
------------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Millar Western Forest Products Ltd. to B3 from B2 and the
Probability of Default Rating to Caa1 from B2.  Concurrently, the
rating on the senior unsecured notes was lowered to Caa1 from B2
and the outlook was changed to negative.  This action concludes
the review for possible downgrade initiated on September 4, 2008.

The downgrade and negative outlook reflect the anticipated
deterioration in Millar Western's fundamental credit metrics
resulting from the steep decline in the global demand for pulp.
To match pulp supply with reduced demand, Millar Western and its
competitors have announced considerable production curtailments in
the last few months.  At the same time, North American lumber
markets continue to languish and the Company has reduced output at
its two remaining sawmills.  The combination of lower shipments
and pricing in both segments, even though partly offset by cost
reductions, will likely lead to a significant cash drain.
Nonetheless, the Company's cash balance is expected to be
sufficient to fund operating expenses and other cash needs over
the near term.  At December 31, 2008, Millar Western reported cash
on hand of approximately $46 million and in March 2009 the Company
received the remaining $26 million of insurance proceeds due from
the settlement of the Fox Creek sawmill fire.  Additionally, the
$50 million borrowing base revolver (unrated by Moody's) was
undrawn at year-end, though effective availability could be
limited by lower working capital levels.

While Millar Western's PDR was lowered two notches, the CFR was
downgraded one notch due to Moody's assessment of a higher than
average expected family recovery rate in a distressed scenario.
In Moody's opinion, the Company's potential recovery is enhanced
by long-term power purchase agreements that significantly lower
the operating costs of its Whitecourt pulp mill and sawmill.

These ratings were downgraded:

  -- US$190 million senior unsecured notes due 2013, to Caa1
     (LGD3/42%) from B2 (LGD4/56%)

  -- Corporate Family Rating, to B3 from B2

  -- Probability of Default Rating, to Caa1 from B2

Millar Western Forest Products Ltd. is privately held and produces
dimension lumber and high-yield pulp.  Headquartered in Edmonton,
Alberta, revenues for the year ended December 31, 2008 were
approximately CAD$330 million.


MUZAK HOLDINGS: To Emerge From Ch 11 in Tough Spot, Says Miller
---------------------------------------------------------------
Muzak Holdings LLC will come out of Chapter 11 into a "tough
spot," Pete Iacobelli at The Associated Press reports, citing
Miller Tabak Roberts Securities managing director Matthew Dundon.

According to The AP, it would be hard to achieve steady growth as
retailers close and fewer new potential clients emerge.  The AP
states that Muzak was already having trouble growing and its 2008
revenue of $249 million was flat when compared to 2007.  "The wind
in 2009 is anywhere but at their back," The AP quoted Mr. Dundon
as saying.

The AP relates that Muzak will keep operating its library of more
than 2.6 million songs and continue to research the best songs to
reduce stress or to spur shoppers to purchase something.

                     About Muzak Holdings LLC

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.

The Company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr. D. Del., Lead Case No. 09-10422).  Moelis &
Company is serving as financial advisor to the Company.  Kirkland
& Ellis LLP is the Debtor's counsel.  Klehr Harrison Harvey
Branzburg & Ellers has been tapped as local counsel.  In its
bankruptcy petition, the Company estimated assets and debts of
$100 million to $500 million each.


NATIONAL CENTURY: Credit Suisse's Bid to Dismiss Claims Denied
--------------------------------------------------------------
The Honorable James Graham of the U.S. District Court for the
Southern District of Ohio has denied in virtually every respect
motions to dismiss the claims filed against Credit Suisse by a
litigation trust created in the bankruptcy arising out of the
collapse of former asset backed securities issuer National Century
Financial Enterprises.  The litigation trust, the Unencumbered
Assets Trust (UAT), is represented by Gibbs & Bruns LLP.

In light of the current financial crisis, the Court's ruling on
Credit Suisse's motion to dismiss is highly significant in that it
directly addresses and rejects many of the arguments that have
been employed in the past to bar claims by trustees of bankrupt
entities against investment banks and financial advisors.

In its opinion issued mid-March, the Court rejects Credit Suisse's
argument that fraudulent conduct on the part of former officers of
a company must always bar a bankruptcy trustee from recovering
damages from third parties who participated in the fraud --
commonly referred to as the doctrine of in pari delicto.  The
Court noted that the existence of structural limits and controls
typically found in securitization transactions could prevent
application of this doctrine.  The Court also ruled that
application of the in pari delicto doctrine is not automatic where
the defendant asserting the defense is alleged to have
participated in the conspiracy.

With respect to Credit Suisse, the Court's opinion notes that:

   "According to the complaint, the fraud could never have
   been pulled of without Credit Suisse's involvement.  It
   was allegedly Credit Suisse that the Founders enlisted to
   help misappropriate money from NPF VI and NPF XII [the
   NCFE securitization vehicles].  In Credit Suisse, the
   Founders had a partner who allegedly agreed to accept
   substantial investment banking fees is exchange for keeping
   quiet while assets of their principal were looted, and who
   further helped conceal the fraud by contributing its own
   funds to prop up NPF VI's and NPF XII's reserves.  And
   whenever the scheme needed more cash flow, it was Credit
   Suisse who is alleged to have knowingly issued more notes.
   It was Credit Suisse's expertise, reputation, and presence
   as a leading global investment bank that allegedly won the
   trust of institutional investors who would place millions,
   sometimes hundreds of millions, of dollars in NPF VI and
   NPF XII notes.  The complaint describes a condemning picture
   of Credit Suisse's participation, knowledge, and motivation
   regarding the alleged scheme to defraud and regarding the
   injury to NPF VI and NPF XII."

The Court rejected Credit Suisse's assertion that NCFE's fraud
injured only the noteholders who purchased fraudulent notes and,
therefore, the bankruptcy trust lacked standing to bring suit.  In
rejecting this claim, the Court noted that the bankrupt company
was injured by the "looting" of the company by its defalcating
officers and that it therefore has standing to recover the looted
assets, both from those who looted them and from those who
assisted in the looting.

Lead counsel for the UAT, Kathy Patrick of Gibbs & Bruns said that
her client feels vindicated by the court's opinion.  "Our client
is very pleased that the Court has rejected Credit Suisse's
efforts to avoid responsibility for its actions by relying on
technicalities.  The securities laws require sellers of securities
to tell the truth and investment banks and financial advisers to
serve their clients faithfully.  This opinion confirms that this
is a serious lawsuit, with serious claims, and we look forward to
presenting these claims to a jury."

Gibbs & Bruns LLP -- http://www.gibbs-bruns.com/-- founded in
1983, is a leading boutique law firm engaging in high-stakes
business and commercial litigation.  The firm is renowned for its
representation of both plaintiffs and defendants in complex
matters, including securities, energy, director and officer
liability, fraud and fiduciary claims, institutional investor,
legal malpractice, intellectual property, contract, construction,
antitrust, and partnership disputes. Gibbs & Bruns is routinely
recognized as a top commercial litigation firm in the US.

                About National Century Financial

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- was the largest
issuer of medical accounts receivable asset backed securities in
the United States before it collapsed in bankruptcy in November
2002 amid allegations of widespread fraud and misappropriation of
assets.  To date, 10 senior executives of the company have been
convicted or pled guilty to federal charges of conspiracy,
securities fraud, wire fraud, and money laundering arising out of
the NCFE securitization program.

NCFE -- through the CSFB Claims Trust, the Litigation Trust, the
VI/XII Collateral Trust, and the Unencumbered Assets Trust -- is
in the midst of liquidating estate assets. The Company filed for
Chapter 11 protection on November 18, 2002 (Bankr. S.D. Ohio Case
No. 02-65235).  The Court confirmed the Debtors' Fourth Amended
Plan of Liquidation on April 16, 2004. Paul E. Harner, Esq., at
Jones Day, represented the Debtors.

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


NATURAL RESOURCES: S&P Gives Negative Outlook; Keeps 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on oil and gas exploration and production company Pioneer
Natural Resources Inc. to negative from stable.  At the same time,
S&P affirmed its ratings, including the 'BB+' corporate credit
rating on the company.

"The outlook revision reflects our concerns that low commodity
prices, as well as the company's aggressive financial profile,
could lead to cash flow and credit metrics underperformance in the
near-term which could pressure the rating," said Standard & Poor's
credit analyst Amy Eddy.

Pioneer has a satisfactory business risk profile, and has
announced considerable cuts to its capital spending budget in
2009, which should allow for debt repayment in excess of
$250 million.  S&P still expects that the company's credit
measures will look weak for the rating category with debt to
EBITDAX of more than 4.5x and FFO to debt of slightly more than
15% based on S&P's 2009 pricing assumptions.  Debt service
coverage ratios will also worsen markedly in 2009, based on S&P's
pricing assumptions, with unadjusted EBIT to interest closer to 1x
compared to an adjusted EBIT to interest of more than 3x in 2008.


NEW CENTURY FINANCIAL: KPMG Sued by Trustee Over Demise
-------------------------------------------------------
Sophia Pearson of Bloomberg News reports KPMG International, which
oversees the fourth-largest U.S. accounting firm, was sued by the
trustee for bankrupt subprime lender New Century Financial Corp.
over claims it failed in its role as "gatekeeper."

According to the report Steven Thomas, an attorney for New Century
Trustee Alan M. Jacobs, said in an interview, "Once an auditing
firm lacks independence, then their audits aren't worth the paper
they're written on. KPMG had a duty directly to New Century and a
duty directly to the public. It was acting as a gatekeeper for a
company that was at the center of the housing boom."

Bloomberg says that, according to lawsuits filed in state court in
Los Angeles and federal court in New York, negligent audits and
reviews by KPMG LLP, the U.S. member firm of KPMG International,
led to New Century's collapse.  The suits, filed against both KPMG
International and KPMG LLP, seek at least $1 billion in damages.

                 About New Century Financial

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real state
investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan on July 15, 2008.  (New Century Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Trustee Wants to Recoup $150MM From Ex-Directors
-------------------------------------------------------------
Sophia Pearson and Steven Church of Bloomberg News report that the
trustee for New Century Financial Corp. sued former directors of
the bankrupt subprime mortgage lender seeking to recoup bonuses
and dividends paid when the Company collapsed amid infighting and
bad decisions.

In a complaint filed in the U.S. Bankruptcy Court for the District
of Delaware, trustee Alan M. Jacobs said that New Century co-
founder Jacobs Robert Cole and other directors breached their
fiduciary duties and wasted assets when they failed to address
deficiencies in the company's loan origination practices.
According to the report, the suit is seeking repayment of at least
$150 million.

The report states that Mr. Jacobs accused the directors of
knowingly directing the Company to originate and purchase high-
risk loans made to unqualified buyers.  The directors also failed
to take action when the loans resulted in continuing and increased
losses and failed to implement controls to protect the company
from risks, the complaint said.

Mr. Jacobs sued KPMG International and its U.S. member firm KPMG
LLP in federal court in New York and in California state court in
Los Angeles for their roles in New Century's bankruptcy.
Bloomberg states that the suits seek at least $1 billion in
damages.  Mr. Jacobs also sued the auditor in bankruptcy court
over $1.8 million in payments made to KPMG LLP shortly before New
Century filed for bankruptcy in April 2007.

The report says the trustee is seeking to recoup money to pay
thousands of creditors New Century estimates are owed about $2
billion.  Bloomberg points out that the Company's liquidation plan
approved in July proposed paying about $194 million to creditors.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The Company offered
a broad range of mortgage products designed to meet the needs of
all borrowers.

The Company and its affiliates filed for Chapter 11 protection on
April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416).  Suzzanne
Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at
O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J.
Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors.  The Official Committee of
Unsecured Creditors selected Hahn & Hessen as its bankruptcy
counsel and Blank Rome LLP as its co-counsel.  When the Debtors
filed for bankruptcy, they listed total assets of $36,276,815 and
total debts of $102,503,950.

The Court confirmed the Debtors' second amended joint Chapter 11
plan on July 15, 2008.  (New Century Bankruptcy News, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NEXSTAR BROADCASTING: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Irving, Texas-based Nexstar Broadcasting Group Inc. and
related entities to 'B-' from 'SD' (selective default).  The
rating outlook is stable.

At the same time, S&P raised its issue-level rating on Nexstar
Broadcasting Inc.'s 7% senior subordinated notes due 2014 to 'CCC'
(two notches lower than the 'B-' corporate credit rating) from
'D'.  The recovery rating on this debt remains at '6', indicating
S&P's expectation of negligible (0% to 10%) recovery for
debtholders in the event of a payment default.

In addition, S&P revised its recovery rating on the senior secured
debt of Nexstar Broadcasting Inc. and Mission Broadcasting to '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for lenders in the event of a payment default, from '1'.  S&P
lowered the issue-level rating on this debt to 'B' (one notch
higher than the corporate credit rating) from 'B+', in accordance
with S&P's notching criteria for a '2' recovery rating.

S&P also affirmed the issue-level and recovery ratings on Nexstar
Broadcasting Group's 11.375% senior discount notes due 2013 at
'CCC' and '6', respectively.

The issue-level ratings on the secured debt and senior discount
notes were removed from CreditWatch, where they were placed with
negative implications on March 10, 2009.

"The rating actions reflect our reassessment of the company's
financial condition and business outlook following the
consummation of its debt exchange offer," explained Standard &
Poor's credit analyst Deborah Kinzer.  "We believe Nexstar's
revised capital structure and reduced interest burden will
increase the company's headroom under its bank covenants in the
short run.  In addition, S&P expects that the company would have
sufficient EBITDA to cover potential interest rate increases if
recessionary pressures on TV ad demand force it to seek an
amendment to its credit agreement or a senior leverage covenant
waiver later in the year."

The 'B-' rating reflects Nexstar's high debt leverage from
aggressive debt-financed acquisitions, advertising's vulnerability
to economic downturns, and TV broadcasting's mature revenue growth
prospects.  The company's cash flow diversity from major network-
affiliated TV stations in midsize markets and TV broadcasting's
good EBITDA margin minimally offset these factors.

Nexstar operates 51 TV stations, reaching 8.2% of U.S. TV
households.  NBC- and CBS-affiliated stations contribute a
majority of its broadcast cash flow.  The company has No. 1- or
No. 2-rated local news programs in three-quarters of its markets.
No market contributes more than 15% of Nexstar's total broadcast
cash flow, mitigating the impact of regional economic volatility
on ad demand.  Even so, revenue comparisons in nonelection years
are difficult because of large swings in political advertising.


NORTHSTAR CBO: Fitch Changes Ratings on Class A-3 to 'C/RR6'
------------------------------------------------------------
Fitch Ratings revises recovery rating on the remaining class of
notes issued by Northstar CBO 1997-2 Ltd./Corp.  This rating
action is effective immediately:

  -- $51,456,985 class A-3 notes revised to 'C/RR6' from 'C/DR6'.

Northstar 1997-2 is a collateralized bond obligation which closed
July 15, 1997 and is managed by ING Investment Management Company.
Since the review on Dec. 2, 2005 all performing collateral in the
portfolio has been sold.

The recovery rating has been revised to 'RR6' from 'DR6' to
reflect Fitch's updated Rating Definitions Criteria released March
3, 2009.  According to the monthly report only two defaulted
assets remain in the portfolio.  Accordingly, Fitch expects
minimum or no principal repayment on the notes by the final
maturity in July of this year.


NY CITY INDUSTRIAL: Moody's Cuts Rating on Bonds to 'Ba2'
---------------------------------------------------------
Moody's Investors Service has downgraded the New York City
Industrial Development Agency Special Airport Facility Revenue
bonds (LLC) to Ba2 from Baa3.  The Ba2 rating remains on review
for further possible downgrade.  The downgrade and continued
review are due to Moody's concerns about the company's revenue
levels as a result of the delinquent payments from its tenant
Alliance (not rated).  The bonds are supported by lease payments
from the company's three tenants Alliance, Delta Airlines (long
term corporate family rated B2), and Lufthansa (long term issuer
rating Baa3).  Alliance accounts for approximately 16% of the
facility's revenues and has had a history of falling behind on its
lease payments.  According to the company Alliance has fallen
further behind and it has filed legal action against Alliance.

As per the projections supporting this project financing, the
company has consistently maintained coverage near 1.3 times in
recent years, but given the indications that one of the main
tenants is failing to make lease payments Moody's is concerned
that revenue will provide for much reduced coverage of debt
service requirements in the future.  Moody's concerns are
heightened by the severe deterioration in the global cargo market,
which in Moody's view impairs the ability of Aero JFK to attract
replacement tenants to the facility.

The ratings are on review for possible downgrade.  Rating actions
in the upcoming weeks will depend on Moody's assessment of the
company's ability to sustain the facility's financial profile.

The Aero JFK, LLC bond ratings were assigned by evaluating factors
believed to be relevant to the credit profile of the company such
as i) the business risk and competitive position of the company
versus others within its industry or sector, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, iv)
the company's history of achieving consistent operating
performance and meeting budget or financial plan goals, v) the
nature of the dedicated revenue stream pledged to the bonds, vi)
the debt service coverage provided by such revenue stream, vii)
the legal structure that documents the revenue stream and the
source of payment, and viii) and the company's management and
governance structure related to payment.

The last rating action was on June 2, 2006, when the ratings on
the bonds were affirmed.

Aero JFK, LLC, which is beneficially owned by CalEast Global
Logistics and Aeroterm, leases and operates two air cargo
facilities at New York City's John F. Kennedy International
Airport.  The 2001 bonds were issued to finance the construction
of the facilities, which have been in operation since July 2003
and include 435,000 square feet of cargo space, six aircraft
parking positions, and 101 truck loading docks.  The project's
facilities are located at a prime location at JFK, with good
access to both the main terminal complex and the taxiways.


OMNI JOINT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Omni Joint Venture
        aka O.J.V.
        7805 Live Oak Avenue
        Jonestown, TX 78645

Bankruptcy Case No.: 09-10853

Chapter 11 Petition Date: April 5, 2009

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Barbara M. Barron, Esq.
                  bbarron@bnpclaw.com
                  Barron & Newburger, P.C.
                  1212 Guadalupe, #104
                  Austin, TX 78701
                  Tel: (512) 476-9103
                  Fax: (512) 476-9253

Total Assets: $4,745,227

Total Debts: $15,898,978

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Aspen Capital, LLC             PMSI              $8,677,710
8989 S. Schofield Circle       Value: $3,966,892
Sandy, UT 84093

Time Warner                    advances          $507,000
12012 North Mopac Expressway
Austin, TX 78758

Agrow Credit Corporation       PMSI              $431,146
2579 Western Trails Blvd       Value: $359,414
Ste. 210
Austin, TX 78748

Indymac Bank, F.S.B.           PMSI              $334,388
901 E. 104th St., Bldg. B,     Value: $149,145
Ste. 400/500
Kansas City, MO 64131

Travis County                  2008 Ad Valorem   $105,032
                               Taxes

Watson, James                  2008 TCAD         $75,000

Carson Design Associates       Design Services   $56,895

Tim Zhang                      Engineering Svcs  $31,750

Powers Engineering             Water Svcs        $29,805

Medina & Associates            Legal Associates  $26,545

Wolf Subzero                                     $16,250


Armbrust & Brown, L.L.P.       Legal Services    $10,905

Baker, Rex                     Attorney Fees     $10,000

Online Condos                  Online Services   $3,350

Horizon Engineering            Envt'l Study      $2,850

A.I. Propane                   New Tank on       $1,923
                               Alfalfa

Ramirez, Efren Suaste                            $0

Gallo, Syliva & Scott                            $0
Peterson  Bemis, Roach
& Reed, LLC

City of Jonestown                                $0

The petition was signed by John Vanderslice.


PACIFIC LUMBER: Plan Issues Cloud Former Parent MAXXAM's Future
---------------------------------------------------------------
Grant Thornton LLP last week said the uncertainty surrounding the
real estate industry and the ultimate outcome of proceedings
involving MAXXAM Inc.'s former unit, Pacific Lumber Company, and
their effect on the Company, as well as the Company's operating
losses raise substantial doubt about the ability of the Company to
continue as a going concern.

Grant Thornton noted MAXXAM has incurred losses in 2007 and 2008,
and there have been significant declines in real estate demand in
areas where the Company operates.  The Palco bankruptcy plan was
confirmed in July 2008, but the confirmation order has been
appealed.

MAXXAM also said it has material uncertainties as a result of
actions initiated by Richard Wilson and Chris Maranto.

MAXXAM said an adverse decision related to the Bankruptcy Cases or
the Wilson actions -- in which the plaintiffs are claiming damages
exceeding a billion dollars on a combined basis -- would likely
have a material adverse effect on the Company's consolidated
financial position, results of operations and liquidity.

                          2008 Financials

MAXXAM reported a net loss of $92.4 million for the 12 months
ended December 31, 2008, compared to a net loss of $46.9 million
for the same period of 2007.  The results include a $67.9 million
provision for federal income taxes reflecting the estimated
utilization of tax attributes in the Company's 2008 federal income
tax return relating to the reorganization of Palco and its
subsidiaries.

For the three months ended December 31, 2008, the Company reported
a net loss of $400,000 compared to a net loss of
$17.4 million for the same period a year ago.  The Company's
results for the three months ended December 31, 2008 include the
$10.0 million gain related to the settlement of litigation and the
net insurance recoveries of approximately $4.3 million related to
damage caused by Hurricane Ike at Sam Houston Race Park.

As of December 31, 2008, MAXXAM had $400.3 million in total assets
and $787.3 million in total liabilities, resulting in $387.0
million in stockholders' deficit.

A full-text copy of MAXXAM's 2008 Annual Report is available at no
charge at http://ResearchArchives.com/t/s?3b19

                         Palco Bankruptcy

MAXXAM previously conducted forest products operations through its
wholly owned subsidiary, The Pacific Lumber Company, and Palco's
wholly owned subsidiaries, Britt Lumber Co., Inc., Salmon Creek
LLC, Scotia Development LCC, Scotia Inn Inc., and Scotia Pacific
Company LLC.  In January 2007, Palco and its affiliates filed
separate Chapter 11 petitions in the U.S. Bankruptcy Court for the
Southern District of Texas, Corpus Christi Division.  The
bankruptcy filing was precipitated by liquidity shortfalls at
Palco and Scopac and their resultant inability to make January
2007 interest payments on their debt obligations.

As of the Petition Date, Scopac's indebtedness consisted of its
6.55% Class A-1, 7.11% Class A-2 and 7.71% Class A-3 Timber
Collateralized Notes due 2028 -- $713.8 million principal
outstanding as of December 31, 2006 -- and a line of credit with a
group of banks -- $36.2 million principal outstanding as of
December 31, 2006.  The obligations were each secured by Scopac's
timber, timberlands and timber rights and various related assets.

As of the Petition Date, Palco's principal indebtedness consisted
of a five-year $85.0 million secured term loan -- $84.3 million
principal outstanding as of December 31, 2006 -- and a five-year
$60.0 million secured asset-based revolving credit facility --
$24.1 million of borrowings outstanding and $13.7 million of
letters of credit issued as of December 31, 2006.  Marathon
Structured Finance Fund L.P. provided both facilities, which were
secured by the stock of Palco owned by its parent, MAXXAM Group
Inc., and substantially all of the assets of the Palco Debtors
other than Palco's equity interest in Scopac.

In December 2007, the Bankruptcy Court approved an agreement
allowing the Debtors and certain others to file plans of
reorganization.  The Debtors subsequently filed a joint plan of
reorganization.  As the Debtors did not believe the Joint Plan was
eligible to be "crammed down" (forced) on creditors who voted
against it, the Palco Debtors as a group and Scopac filed separate
and alternative stand-alone plans of reorganization.

Two other plans of reorganization were filed.  The first was filed
by Mendocino Redwood Company, LLC and Marathon Structured Finance
Fund L.P., Palco's secured lender. The second plan was filed by
the Indenture Trustee for the Scopac Timber Notes on behalf of the
holders of the Scopac Timber Notes.

The MRC/Marathon Plan provided for the Debtors to be reorganized
and continued under two new companies, one -- Newco -- to be owned
jointly by MRC and Marathon, and the other to be owned by
Marathon, with substantial cash payments to be made to all of the
creditor classes other than Marathon.  The Noteholder Plan, which
did not address the Palco Debtors, would have effectively resulted
in an auction of Scopac's timberlands to the highest bidder.  The
MRC/Marathon Plan provided for the loss entirely of the Company's
indirect equity interests in the Palco Debtors and Scopac; the
Noteholder Plan also provided for the loss of the Company's
indirect equity interest in Scopac.

                   May 2008 Settlement Agreement

On May 1, 2008, MRC, Marathon, the MAXXAM Entities and the Palco
Debtors entered into a settlement of various matters in respect of
the Debtors' bankruptcy proceedings.  Scopac was not a party to
the Settlement Agreement.

The Palco Debtors withdrew the Joint Plan and the Palco Debtors'
Alternative Plan and the MAXXAM Entities withdrew as co-proponents
of the Joint Plan and the two Alternative Plans.  The Settlement
Agreement required MRC and Marathon to amend the terms of the
MRC/Marathon Plan, among other things, to provide for (i) a cash
payment of not less than $520.0 million to the Timber Noteholders
in satisfaction of their bankruptcy claims, and (ii) assumption of
Palco's pension plan by Newco upon consummation of the
MRC/Marathon Plan.

MAXXAM received consideration of $2.25 million at the time the
MRC/Marathon Plan was consummated.

An indirect wholly-owned subsidiary of the Company in June 2008
required MRC to re-purchase lumber that the subsidiary had
previously purchased from Palco.  The subsidiary received $3.9
million at the time of closing and an additional $1.2 million of
contingent consideration at the time the MRC/Marathon Plan was
consummated.

MAXXAM Parent, MAXXAM Group Holdings Inc., the parent of MGI, and
MGI granted a release in favor of MRC, Marathon and various
related parties.  MRC and Marathon granted a release in favor of
the MAXXAM Entities and various related parties.

MRC and Marathon released the Palco Debtors and various related
parties against any and all claims (a) that the MAXXAM Entities,
MRC and Marathon had against any of the released parties --
including roughly $40.0 million of intercompany indebtedness owed
by the Palco Debtors to the MAXXAM Entities -- and (b) relating to
any of the Debtors or their bankruptcy cases that might thereafter
arise.

The Palco Debtors released each other, MRC, Marathon, the MAXXAM
Entities and various related parties against any and all claims.

The Settlement Agreement also obligates MAXXAM to indemnify MRC,
Marathon, Newco and certain affiliates against certain tax
liabilities assessed on the parties subsequent to the
reorganization.

               5th Cir. Appeal of Confirmation Order

On July 8, 2008, the Bankruptcy Court confirmed the MRC/Marathon
Plan and denied confirmation of the Noteholder Plan, among other
things.  On July 11, 2008, the Bankruptcy Court approved the May
2008 Settlement Agreement.  The Indenture Trustee and other
parties appealed the Confirmation Order to the Fifth Circuit Court
of Appeals and requested the Fifth Circuit to stay the
Confirmation Order pending appeal.

Following the Fifth Circuit's denial of the request for a stay of
the Confirmation Order, the MRC/Marathon Plan closed on July 30,
2008 and the Debtors emerged from bankruptcy.

The consummation of the MRC/Marathon Plan resulted in the loss
entirely of the Company's indirect equity interest in Palco and
its subsidiaries, including Scopac.  Oral arguments on the appeal
by the Indenture Trustee and others of the Confirmation Order were
heard in October 2008, but the Fifth Circuit has not yet ruled.

There can be no assurance that the MRC/Marathon Plan will not be
overturned by the Fifth Circuit.  The outcome of the appeal is
impossible to predict and, an adverse decision would likely have a
material adverse effect on the business of the Debtors, on the
interests of creditors and the Company and certain of its
affiliates.

Specifically, MAXXAM said if the MRC/Marathon Plan is upheld by
the Fifth Circuit, it will reverse all or a significant portion of
its investment in the Debtors during the period in which the Fifth
Circuit renders its decision.  The consolidated financial
statements include the Company's $484.2 million of losses in
excess of its investment in the Debtors.  The reversal of the
Company's losses in excess of its investment in the Debtors would
have a material impact on stockholders' deficit -- i.e. would
result in a $484.2 million increase to stockholders' equity.  If
the Fifth Circuit overturns the MRC/Marathon Plan or renders an
inconclusive decision, the Company will re-evaluate its position
based on the facts and circumstances at that time.  The Company
cannot predict when the Fifth Circuit will rule or what its
decision will be.

The ultimate resolution of the Bankruptcy Cases could result in
claims against and could have adverse impacts on MAXXAM Parent and
its affiliates, including MGHI and/or MGI.  It is possible that
the MRC/Marathon Plan could be overturned and unwound as a result
of the appeal pending before the Fifth Circuit.  If that occurs,
the Company would be required to return the $2.25 million of cash
consideration it received when the MRC/Marathon Plan was
consummated, MGI would be obligated for certain tax liabilities
and Newco's assumption of the Palco Pension Plan would no longer
be effective, among other things.  The estimated unfunded
termination obligation attributable to the Palco Pension Plan as
of December 31, 2008, was approximately $35.0 million based upon
annuity placement interest rate assumptions as of such date.

In addition, the consummation of the MRC/Marathon Plan -- or the
Noteholder Plan, in the event the MRC/Marathon Plan is overturned
upon appeal -- is expected to result in the utilization of all or
a substantial portion of the Company's net operating losses and
other tax attributes for federal and state income tax purposes.
Moreover, the MRC/Marathon Plan -- and the Noteholder Plan --
provides for litigation trusts, which could bring claims against
the Company and certain of its affiliates.

                         Wilson Actions

On December 7, 2006, an action entitled State of California, ex
rel. Richard Wilson and Chris Maranto v. MAXXAM Inc., The Pacific
Lumber Company, Scotia Pacific Company, LLC, Salmon Creek LLC,
Charles E. Hurwitz and Does 1 through 50 (No. CGC-06-458528) was
filed under seal in the Superior Court of San Francisco,
California, and on the same day, an action entitled United States
of America ex rel. Richard Wilson and Chris Maranto v. MAXXAM
Inc., The Pacific Lumber Company, Scotia Pacific Company, LLC,
Salmon Creek LLC and Charles E. Hurwitz (No. C 06 7497 CW) was
filed under seal in the U.S. District Court for the Northern
District of California.  The original defendants in the Wilson
actions included certain of the Debtors, the Company and Mr.
Hurwitz.

The Wilson actions allege violations of the California False
Claims Act and the Federal False Claims Act, and are qui tam
actions -- actions brought by the government, but on the
information and at the instigation of a private individual, who
would receive a portion of any amount recovered.  As the State of
California declined to participate in the Wilson state action and
the United States declined to participate in the Wilson federal
action, the seal on each case was lifted and the private
individuals are entitled to proceed with the suits.

Both suits allege that the defendants made false claims by
submitting to a California agency a sustained yield plan
misrepresenting as sustainable the projected harvest yields of the
timberlands of Palco and Scopac.  The remedies being sought are
actual damages -- essentially based on over $300.0 million of cash
and approximately 7,700 acres of timberlands transferred by the
United States and California in exchange for various timberlands
purchased from Palco and its subsidiaries -- as well as treble
damages and civil penalties of up to $10,000 for every violation
of the California False Claims Act and the Federal False Claims
Act, respectively.

On February 28, 2008, the plaintiffs settled for nominal amounts
the Wilson actions as to the Debtor defendants.  The actions are
proceeding as to MAXXAM and Mr. Hurwitz.  The Wilson federal
action is scheduled for trial beginning on April 20, 2009.  The
Wilson state action was dismissed in September 2008, but the
plaintiffs have appealed this decision.

As the plaintiffs are claiming damages in the Wilson actions that,
on a combined basis, exceed a billion dollars, an adverse decision
in either Wilson actions would likely have a material adverse
effect on the Company's consolidated financial condition, results
of operations and liquidity.  The Company has incurred significant
attorneys' fees related to these matters.  As of December 31,
2008, such fees were in excess of $13.9 million -- of which $5.9
million is reflected as an accrued liability.

                       About MAXXAM Inc.

Headquartered in Houston, MAXXAM Inc. is a publicly-traded
company, with business interests in forest products, real estate
investment and development and racing operations.


PANOLAM INDUSTRIES: Gets Lenders' Forbearance Until June 12
-----------------------------------------------------------
Panolam Industries International, Inc., and its parent company,
Panolam Holdings II Co., entered into a Forbearance Agreement on
March 31, 2009, with Credit Suisse, Cayman Islands Branch, as
administrative agent, and certain other senior lenders under the
Company's Credit Agreement dated September 30, 2005, as amended.
Pursuant to the Forbearance Agreement, the Agent and the senior
lenders agreed to, among other things, forbear from exercising
their default-related rights and remedies against the Borrower
Parties with respect to certain specified defaults that have
occurred or may occur under the Credit Agreement.  The Forbearance
Agreement is effective until the earlier of (i) June 30, 2009,
(ii) an occurrence of a default under the Forbearance Agreement,
or (iii) the fulfillment of all obligations under the Forbearance
Agreement and the Credit Agreement and the termination of the
Credit Agreement.  Among other things, receipt by the Company of a
notice from the holders of the Company's 10.75% Senior
Subordinated Notes due 2013 accelerating the Company's obligations
under the Notes would constitute a default under the Forbearance
Agreement.

As reported in its Annual Report on Form 10-K for the year ended
December 31, 2008, the Company received a blockage notice from the
Agent instructing the Company not to make the April 1, 2009
interest payment under the Notes.  Failure to make the interest
payment constitutes a default under the indenture governing the
Notes and entitles the holders of the Notes, after a thirty-day
grace period, to accelerate the Company's obligations under the
Notes.  Receipt by the Company of a notice from the holders of the
Notes accelerating the Company's obligations under the Notes would
constitute a default under the Forbearance Agreement.

The Forbearance Agreement requires the Company to, among other
things: (i) deliver to Agent, for the benefit of the senior
lenders, a scheduled payment of interest and fees in the amount of
$830,335.73 on or before March 31, 2009 (which has occurred), (ii)
deliver to the senior lenders certain forecasts, financial
statements, financial updates, a preliminary business plan and
preliminary financial restructuring proposal in accordance with
specified deadlines, and (iii) deliver to Agent, for the benefit
of the senior lenders, an excess cash flow payment related to the
year ended December 31, 2008, on or before June 30, 2009.  During
the forbearance period, the Company also covenants, among other
things, not to, subject to specified exceptions:

   -- make the April 1, 2009 interest payment on the Notes,

   -- make payments of management fees to its sponsor
      stockholders,

   -- amend or otherwise change the terms of any of its
      subordinated indebtedness,

   -- make any investment,

   -- enter into any transaction of merger or consolidation,
      liquidate, wind-up or dissolve itself,

   -- make any asset sale except in the ordinary course of
      business,

   -- enter into any transaction with any affiliate of the Company
      on terms that are less favorable to the Company, or

   -- make or incur capital expenditures in an aggregate amount in
      excess of $1,500,000.

In connection with the Forbearance Agreement, the Company paid a
forbearance fee of $987,932 in cash in the amount of 0.5% of the
aggregate outstanding principal amount of each accepting senior
lender's loan amount, as well as fees and expenses related to the
Forbearance Agreement and an arranger fee to the Agent.

A copy of the Forbearance Agreement is available at:

               http://researcharchives.com/t/s?3b10

                        Going-Concern Doubt

Deloitte & Touche LLP, auditor of the Company, said that based on
Panolam's significant loss in 2008, stockholder's deficit, and its
debt covenant violations, there is substantial doubt about its
ability to continue as a going concern.

The Company had $412,283,000 in assets against debts of
$440,162,000 as of Dec. 31, 2008.

Net income for the year ended December 31, 2007 was $8.3 million
compared to $10.9 million for the year ended December 31, 2006, a
decrease of approximately 24%.  The decrease in net income is
primarily attributable to lower net sales in the year ended
December 31, 2007, compared to the year ended December 31, 2006,
which were partially offset by decreases in the cost of goods
sold, selling general and administrative expenses, interest
expense and income taxes in the year ended December 31, 2007.  Net
sales were $366.7 million for the year ended December 31, 2008,
compared to $424.4 million for the year ended December 31, 2007, a
decrease of approximately 14%.

The Company said that the principal sources of cash to fund its
liquidity needs are cash provided by operating activities and cash
provided by borrowings under its Credit Facility.  "Restrictive
covenants in our debt agreements restrict our ability to pay
dividends and make other distributions.  Specifically, the Credit
Facility restricts us from making payments of dividends or
distributions, including to Panolam Holdings, subject to certain
exceptions."  The Company's Credit Facility also requires it to
maintain a maximum consolidated leverage ratio (5.00 to 1.00 as of
December 31, 2008 and 4.50 to 1.00 as of the end of each quarter
ending during fiscal year 2009).  As of December 31, 2008, its
consolidated leverage ratio was in excess of the permitted maximum
amount at 6.47 to 1.00.

A copy of the Annual Report is available for free at

              http://researcharchives.com/t/s?3b11

                     About Panolam Industries

Based in Shelton, Connecticut, Panolam Industries International,
Inc. -- http://www.panolam.com/-- designs, manufactures and
distributes decorative overlay products, primarily thermally fused
melamine panels (TFMs) and high-pressure laminate sheets (HPLs),
throughout Canada and the United States.  The Company primarily
designs, manufactures, markets and distributes decorative laminate
products.  Its other product offerings, consists of specialty
resins, decorative overlay papers and industrial laminates. The
Company has two segments: decorative laminates and other.
Decorative laminates manufactures and distributes decorative
laminates, primarily TFM and HPL, for use in a variety of
residential and commercial indoor surfacing applications.  Its
other segment includes the production and marketing of a variety
of specialty resins for industrial uses, custom treated and
chemically prepared decorative overlay papers and a variety of
other industrial laminates.  Its products are manufactured and
primarily sold in North America.


PARK AT ASPEN: Case Summary & Two Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Park at Aspen Lake II, L.P.
        5000 Plaza on the Lake, Suite 300
        Austin, TX 78746

Bankruptcy Case No.: 09-10840

Chapter 11 Petition Date: April 3, 2009

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Eric J. Taube, Esq.
                  erict@hts-law.com
                  Hohmann, Taube & Summers, L.L.P.
                  100 Congress Ave., Suite 1800
                  Austin, TX 78701
                  Tel: (512) 472-5997
                  Fax: (512) 472-5248

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
J. Tworoger QTIP Trust         Loan              $97,000
Mr. Dietmar E. Schott, Trustee
8799 Balboa Avenue, Suite 270
San Diego, CA 92123

Aspen Growth Properties, Inc.  Loan              $97,000
5000 Plaza on the Lake, Suite
300
Austin, TX 78746

The petition was signed by David Tworoger, president.


PORTA SYSTEMS: Issues Bankruptcy Warning Citing Slow Demand
-----------------------------------------------------------
Porta Systems Corp. last week warned that the present economic
climate has resulted in a decline in demand for capital goods and
has made credit more difficult to obtain for both the Company and
its customers.  As a result, according to the Company, the current
economic slowdown may seriously affect its business to the extent
that its customers reduce or defer their purchases.

"If we are not able to develop new business and if our customers
reduce or defer the purchase of our products, we may be unable to
continue in business and it may be necessary for us to seek
protection under the Bankruptcy Code," the Company said.

On July 31, 2008, Porta Systems amended its certificate of
incorporation to effect a one-for-11.11 reverse split pursuant to
which each share of common stock was converted into 0.0900090009
share of common stock.  The financial statements give retroactive
effect to the reverse split.

Porta Systems said its debt restructuring eliminated principal and
interest of roughly $25,076,000.  As part of the restructuring,
the Company issued or reserved 8,748,015 shares of common stock
and warrants to creditors as partial consideration for their
substantial debt reduction.  In addition, key members of Porta's
management team received an aggregate of 603,277 shares of common
stock.

As a result of the issuance of more than 50% of the Company's
common stock to new stockholders, Porta Systems said its ability
to use its remaining net operating loss carry forwards that were
generated prior to August 1, 2008, were very substantially reduced
in accordance with Section 382 of the Internal Revenue Code.

In November 2008, Porta Systems borrowed additional senior debt of
$425,000 from its senior debt holder.  Interest on the additional
$425,000 advance will be expensed as incurred at a rate equal to
the six month LIBOR rate plus 10% which was 11.7% at December 31,
2008.  Due to the Company's inability to meet the repayment terms
of the senior debt issued in the debt restructuring, the senior
debt holder modified the terms of the notes effective January 1,
2009.  This modification is accounted for as a trouble debt
restructuring.  As the troubled debt restructuring involved only
modifications of the terms of the debt, and did not involve a
transfer of assets or a grant of an equity interest, the Company
said it accounts for the effects of the restructuring
prospectively from the time of the restructuring, and does not
change the carrying amount of the liability on the balance sheet.
The additional interest due to the terms modifications will be
accrued prospectively.

Porta Systems said the modification is reflected by an increase in
the promissory note to $1,747,012, which reflects the additional
borrowing of $425,000 in November 2008 and is to be paid at a rate
of $125,000 per month, with a final payment of the remaining
principal and interest on April 30, 2010.  Payments will be
allocated first to accrued interest, then to principal.  No other
modifications to the note were made.

Porta Systems also said the secured promissory note in the
principal amount of $11,601,156 is to be paid in 12 quarterly
installments each in the amount of $375,000, with the first
payment of principal and interest being due on June 30, 2010,
followed by 13 quarterly installments of principal and interest
each in the amount of $500,000, with a final payment of all
remaining principal and accrued interest on September 30, 2016.
All payments will be applied first to accrued interest and any
remainder to principal.  No other modifications to the note were
made.

Porta Systems Corp. designs, manufactures, markets and supports
communication equipment used in telecommunications, video and data
networks worldwide.

As of December 31, 2008, Porta Systems had $15.7 million in total
assets, and $31.8 million in total liabilities, resulting in $16.0
million in stockholders' deficit.  The Company posted a net loss
of $840 million for the three-month period ended December 31,
2008; and a $15.1 million net income for year 2008.

A full-text copy of the Company's Annual Report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?3b1a

Because of the Company's stockholders' deficit, its net loss from
continuing operations before extraordinary gain and discontinued
operations of $2,352,000 for 2008, its limited working capital and
the absence of any source of financing, its accounting firm, BDO
Seidman, LLP, included in its report an explanatory paragraph
about the Company's ability to continue as a going concern.

The Company has said its only source of funds other than normal
operations is Cheyne Special Situations Fund, L.P., which advanced
$1,000,000 in October 2007, $600,000 in June 2008, and $425,000 in
November 2008.  However, the Company's continuing losses and the
uncertainty of any significant increase in business from British
Telecommunications, together with the worldwide economic downturn
and the general lack of credit even for companies with strong
balance sheets and positive operation results, will increase the
difficulties in obtaining financings from other sources and may
continue to affect the Company's ability to generate business from
new customers as well as its ability to make payments that are due
to Cheyne.


QIMONDA NA: To Sell Assets Related to Semiconductor Business
------------------------------------------------------------
Qimonda North America Corporation appointed advisors to assist in
the sale of its semiconductor manufacturing assets in Sandston,
Virginia, subject to bankruptcy court approval.  The advisory team
is comprised of ATREG, a division of Colliers International,
Emerald Technology Valuations LLC and Gordon Brothers Commercial &
Industrial.

The advisory team is initiating discussions with potential buyers
who may consider operating the 300mm fab which has an output of
38,000 wafer starts per month and is 65nm capable.  If a strategic
buyer is not found, the advisory team will move quickly to a
complete 300mm tool line sale, and sale of the clean room
manufacturing facilities in separate transactions.

"This is the first time an operational 300mm fab has come to the
market for sale. The fully automated, state-of-the-art Qimonda
Richmond site was built and equipped at a cost of approximately $3
billion, and volume 300mm production began in 2005," said Stephen
Rothrock, Managing Director of ATREG.

Qimonda requests that all inquires are directed to ATREG,
attention: Stephen Rothrock, Doug Barrett (Tel: (206) 515-4497).

ATREG -- http://www.ATREG.com/-- the semiconductor sales division
of Colliers International, is a specialized team focused to help
companies restructure advanced technology assets. Established in
1997 and co-directed by Stephen Rothrock and Doug Barrett, ATREG
has represented some of the semiconductor industry's top companies
in transactions totaling more than
$2 billion.  ATREG sells operational semiconductor fabs, wafer
supply agreements, process and product IP, complete tool lines,
and fab infrastructure.

Emerald Technology Valuations LLC -- http://www.emerald-tech.com/
-- is an advisory, valuation, and liquidation firm that
specializes exclusively in High Technology equipment and
inventories. With over 75 years in combined experience, Emerald's
senior team has provided advisory, valuation, and liquidation
services to clients such as 3Com, Cisco, Hayes Electronics, IBM,
Jabil Circuit, Inc., KLA-Tencor Corp., Lucent Technologies, Micron
Technology Inc., Northrop Grumman Corporation, Palm, Inc. and
Sanmina-SCI Corporation.

Gordon Brothers Commercial & Industrial --
http://www.gordonbrothers.com/-- is a division of Gordon Brothers
Group.  Founded in 1903, Gordon Brothers Group is a global
advisory, restructuring and investment firm specializing in the
retail, consumer products, industrial, and real estate sectors.
Gordon Brothers Group conducts over $40 billion in transactions
and appraisals annually.  Gordon Brothers Commercial & Industrial
maximizes value for both healthy and distressed companies by
purchasing or selling all categories of commercial and industrial
assets including machinery & equipment, inventories and industrial
real estate.

                            About Qimonda NA

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG, filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.

QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond
LLC, filed for Chapter 11 before the Delaware bankruptcy court on
February 20 (Bankr. D. Del., Lead Case No. 09-10589).  Mark D.
Collins, Esq., at Richards Layton & Finger PA, has been tapped as
counsel.  Roberta A. DeAngelis, the United States Trustee for
Region 3, appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  Jones Day and Ashby & Geddes
represent the Committee.  In its bankruptcy petition, Qimonda
estimated assets and debts of more than $1 billion.


QUANTUM CORP: $142 Mil. Tender Offer Prompts S&P's Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on San Jose, California-based Quantum
Corp. to 'CC' from 'B-'.  In addition, S&P lowered the issue-level
rating on the company's subordinated rating to 'C' from 'CCC'.
These ratings are on CreditWatch with negative implications.  S&P
also placed its senior secured issue-level rating of 'B-' on
CreditWatch with developing implications.  The recovery ratings
for the debt issue-level ratings are unchanged.

"These actions follow the company's announcement that it commenced
a cash tender offer to purchase up to $142 million in aggregate
principal amount of its outstanding subordinated notes due 2010
for $700 per principal amount," said Standard & Poor's credit
analyst Lucy Patricola.  Quantum intends to finance the tender
offer with the net proceeds of a $100 million term loan it expects
to receive from EMC Corporation (A-/Stable/--).  S&P views the
tender offer as a distressed exchange given the substantial
discount to par and S&P's view that Quantum faces considerable
near term stress because of a provision in its senior secured
credit agreement that requires refinancing of at least $135
million of its convertible notes by early 2010.  S&P believes that
if the tender is unsuccessful, Quantum could be challenged to
source a lender for the requisite funds by the maturity date
specified in the credit agreement.  At that time, S&P would also
lower the senior secured rating to 'CC', equal to the corporate
credit rating.  S&P notes that EMC's commitment to lend $100
million is contingent upon a successful outcome, whereby at least
$135 million of the bonds are tendered.

At the same, although unrelated to S&P's conclusion on the tender
offer, the company intends to amend its senior secured credit
facility to allow for open market purchases of remaining
convertible notes, in exchange for a $40 million principal
reduction, again to be financed by EMC, although through an
advance on expected future license sales.

On consummation of the tender, S&P would lower the subordinated
notes ratings to 'D' and the corporate credit rating to 'SD' (for
selective default).  As soon as is practical thereafter, S&P will
reassess Quantum's capital structure and assign new ratings based
on the amount of notes the company successfully tendered.  It is
S&P's preliminary expectation that if the tender and credit
amendment are executed as proposed, S&P would raise the corporate
credit rating to 'B' with a stable outlook.  After the tender
offer, refinancing risk will be eliminated until 2014, when the
senior secured term loan and the EMC loan will mature.  Leverage
will be considerably lower; S&P estimates debt to EBITDA will be
in the 3x range, based on current performance levels.  Lower
leverage allows for moderate headroom under the performance
covenants included in the senior secured loan.  S&P will reassess
recovery ratings based on the new capital structure and assign
issue ratings accordingly.


RHODES COS: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on The Rhodes Cos. LLC to 'D' from 'CCC' following the
company's Chapter 11 filing.  At the same time, S&P lowered its
ratings on the company's first- and second-lien secured debt to
'D'.

Rhodes is one of the largest private homebuilding companies in the
Las Vegas area.  The company operates primarily in two master-
planned communities in that market and has land holdings in
Arizona and New Mexico.  This undercapitalized regional company
had been operating for some time under acute liquidity
constraints.  On March 31, 2009, Rhodes and certain subsidiaries
filed a voluntary petition for relief under Chapter 11 of the U.S.
Bankruptcy Code.  Rhodes -- along with affiliates Heritage Land
Co. and Rhodes Ranch General Partnership -- is a co-borrower under
a partially amortizing $430 million secured credit facility that
was originated in 2005.  Fiscal year-end financial statements are
not available, but as of Sept. 30, 2008, guarantor entities'
outstanding debt totaled $379 million, which exceeded guarantor
entities' $274 million of assets.

Concurrent with these downgrades, S&P revised its recovery rating
on the first-lien term loan to '5', which indicates S&P's
expectation for a modest recovery (10%-30%), from '4'.  S&P has
not revised S&P's '6' recovery rating on the second-lien term
loan.  A '6' recovery rating indicates S&P's expectation for a
negligible recovery (0%-10

                         Ratings Lowered

                       The Rhodes Cos. LLC

                       To                 From
                       --                 ----
    Corporate credit   D/--/--            CCC/Negative/--
    First-lien         D (Recov. rtg 5)   CCC (Recov. rtg: 4)
    Second-lien        D (Recov. rtg 6)   CC (Recov. rtg 6)


RITZ CAMERA: Will Close 300 Stores & Sell Merchandise
-----------------------------------------------------
Triangle Business Journal reports that Ritz Camera Centers Inc.
will shut down 300 stores nationwide and sell the merchandise in
liquidation sale.

According to Business Journal, stores to be closed include these
three Triangle stores that operate under the Wolf Camera brand
located at:

      -- Cary Towne Center mall,
      -- Durham's The Streets at Soutpoint mall, and
      -- Raleigh's North Hills mixed-use center.

Business Journal states that Ritz Camera will have about 400
stores left after the sales, including eight Wolf Camera and two
Ritz Camera locations in the Triangle.

The liquidation sales started on Saturday, Business Journal says.

Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. --
http://www.ritzcamera.com-- sells digital cameras and
accessories, and electronic products.  The Company filed for
Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case
No. 09-10617).  Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the
Debtor in its restructuring efforts.  The Debtor proposed Thomas &
Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI
Palladium Partners as financial advisor; and Kurtzman Carson
Consultants LLC as claims agent.  When the Debtor filed for
protection from its creditors, it listed assets and debts between
$100 million and $500 million.


RIVIERA HOLDINGS: Nonpayment of Interest Cues Moody's 'D' Rating
----------------------------------------------------------------
Moody's Investors Service lowered Riviera Holdings Corporation's
Probability of Default Rating to D from Ca.  This rating action
reflects the company's recent disclosure that it has not paid the
$4 million interest payment under its credit facility due March
30, 2009 within the three day grace period allowed.  Riviera's
other ratings were affirmed at Ca.  The rating outlook is
negative.

As a result of the company's failure to make the interest payment
within the grace period, the lenders may accelerate the debt and
demand immediate payment of all amounts outstanding under the
credit agreement -- approximately $228 million plus accrued and
unpaid interest --- and exercise all rights and remedies.  Riviera
is in talks with its lenders regarding restructuring its debts
outside of bankruptcy.  If the parties do not come to an agreement
on a debt restructuring, Riviera will likely begin a Chapter 11
bankruptcy proceeding.

This rating was lowered:

  -- Probability of Default Rating to D from Ca

These ratings were affirmed:

  -- Corporate Family Rating at Ca

  -- $225 million term loan due 2014 at Ca (LGD3, 48%)

  -- $20 million revolving credit facility expiring 2012 at Ca
     (LGD3, 48%)

Moody's previous rating action related to Riviera occurred on
March 31, 2009 when the company's ratings were lowered to Ca.

Riviera Holdings Corporation owns and operates the Riviera Hotel
and Casino on the Las Vegas Strip and the Riviera Black Hawk
Casino in Black Hawk, Colorado.  Riviera generates annual net
revenue of approximately $180 million.


SAGE COLLEGES: Moody's Affirms 'Ba2' Rating on 1999 Fixed Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed Sage Colleges' Ba2 long-
term debt rating on the Series 1999 fixed rate bonds and the
Series 2002 variable rate demand bonds, issued through the City of
Albany I.D.A. and Rensselaer County I.D.A., respectively.  The
College's rating has been removed from watchlist for possible
downgrade.  The outlook is negative.

Legal Security: Obligations under the Installment Sale Agreements
are general obligations of the college; debt service reserve fund
for Series 1999 bonds; Manufacturers & Traders Trust Company
letter of credit securing the Series 2002 bonds.

Debt-Related Derivatives: Sage Colleges is party to a floating to
fixed rate swap with a notional amount of $6.96 million that
hedges the interest rates on its Series 2002 bonds.  The
counterparty for the swap is M&T Bank (rated A1/P-1).  Under the
swap, Sage pays 3.65% and receives BMA.  There are no collateral
posting requirements for the swap and the outstanding mark-to-
market value as of March 24th is negative $324,600 against the
College.

                            Challenges

* Highly strained operations in FY 2008 resulting from a drop in
  enrollment in the fall of 2007.  The College is 78% reliant on
  student fees.  An unexpected 12% decline in enrollment in the
  fall of 2007 manifested in a 9% decline in net tuition revenue
  and a 15% decline in auxiliary revenue in FY2008 from the
  previous year.  As a result, the College ended the 2008 fiscal
  year with a negative operating margin of -8.9% and inadequate
  debt service coverage of 0.2 times, by Moody's calculation.
  Ultimately, the College ended the 2008 fiscal year with a
  decline of over $4 million in unrestricted net assets.
  Management attributes the enrollment plunge to a historically
  under-developed and stagnant marketing approach.  The College,
  which has two distinct campuses, has a challenging student
  market position and Moody's believe enrollment levels could be
  pressured in the next year or two as the College competes
  heavily with other local public institutions, which are lower
  priced including community colleges and the University of
  Albany.

* Dependence on endowment secured bank lines of credit and new
  bank term loan (entered into after close of FY 2008) for
  operating liquidity.  Following the 2008 deficit, the College
  acquired an additional operating line and term loan for
  liquidity purposes.  New debt consists of $6 million term loan
  with M&T Bank and a $3 million fully drawn line of credit with
  First Niagara.  According to management approximately $12.5
  million of the $24 million endowment (as of 3/31/09) was
  securing the line of credit as well as the term loan all with
  M&T Bank.  In Moody's opinion, these security features on the
  bank debt put fixed-rate bondholders in a weaker position, since
  they do not have the same security.

* Increased balance sheet leverage in light of investment losses.
  The College reports an investment loss consistent with peers at
  negative 28% as of February 28, 2009 for the 2009 fiscal year.
  In Moody's opinion, the College's asset allocation is aggressive
  for an endowment of this size with approximately 40% in
  alternative investments; up from 25% at the end of the 2008
  fiscal year.  This growth in allocation to alternatives is
  partly the result of declines in the traditional equity and
  fixed income allocations and a decision not to rebalance the
  portfolio.  As of 12/31/2008, the endowment asset allocation
  consisted of 39% equity, 19% fixed income, 10% hedge funds, 9%
  private investments and 22% absolute return.  The College
  maintains large allocations of the endowment with certain
  managers, including 22% of the portfolio with Evanston
  Weatherlow (absolute return, fund of funds) and 19% with PIMCO
   (fixed income) and holds no more than 10% of remaining assets
  with any individual manager.  The College utilizes Convergent as
  investment consultant with investment decisions largely overseen
  by the investment committee of the board.

* Significant deterioration of the balance sheet due to the FY
  2008 deficit, new debt in the form of lines of credit and
  investment losses.  Given a Moody's estimated 30% decline in
  financial resources thus far for the 2009 fiscal year,
  expendable financial resources cover debt and operations by 0.23
  times and 0.18 times, respectively.

* Potential to breach Letter of Credit Covenants. Covenants
  include a total investments to long-term debt ratio of 1.0 times
  and a debt service coverage ratio of 1.0 times.  Given poor
  investment returns and challenged operations, there is concern
  that the College may breach either or both of these covenants.
  As of 4/30/08 (the College's FYE), Coverage levels were 1.01
  times coverage of debt service (as calculated by M&T Bank) and
  1.9 times coverage of total investments to long term debt (as
  calculated by Moody's).  Projected coverage levels for the end
  of the fiscal 2009 year are 1.21 times coverage of debt service
   (as calculated by the College) and 1.05 times coverage of long
  term debt (as calculated by Moody's based on March 26, 2009
  asset valuations).  Further investment losses will cause
  material deterioration of coverage levels.

                            Strengths

* Restructuring of management dedicated to growth initiatives.
  New management, including a new president, vice president for
  finance, and vice president for marketing and enrollment, is
  focused on strategic planning, a branding initiative, and
  longer-term enrollment growth for the College. See RECENT
  DEVELOPMENTS

* Indications of rebounding enrollment and improved retention in
  2009.  With a moderate enrollment rebound of 7% in the fall of
  2008, management is expecting to end the 2009 fiscal year with a
  more modest deficit of under $1 million.  Management reports
  that they are budgeting higher enrollment for the 2010 fiscal
  year in light of significant application growth, but remain
  conservative in their estimates.  Other areas of revenue growth
  include a 5% tuition increase and planned auxiliary growth.  A
  2010 balanced budget was recently approved by the board.

* No additional debt plans in the near term.  According to
  management, the College has the physical capacity to grow its
  enrollment before extensive investment in plant is necessary.
  Management expects this advantage to result in more swift
  revenue growth with limited expense growth.

Recent Developments: New Management Implementing Changes In An
Effort To Grow Enrollment, Improve Retention And Increase Academic
And Campus Appeal.

Following the retirement of the College president in the summer of
2008, the College recruited a new president with prior experience
as a College President.  In addition to a new president, the
college has utilized the services of The Presidential Practices as
a strategic planning consultant, has brought on a new VP for
Finance and Treasurer and VP of Marketing and Enrollment, and is
currently searching for a new VP of Administration.  This overhaul
of management has manifested in swift strategic change over the
last year; including large reorganization of departmental
management and added staff in essential departments such as
marketing and finance.

Although Moody's believes that the new management team is working
quickly to re-energize the college with significant changes to the
strategic plan, Moody's believe the College has a challenged
student market position and faces near-term financial challenges
which could pressure the rating.  The College launched a new
marketing campaign which includes new branding and advertising
locally in papers, TV spots and on billboards.  These efforts have
seen initial results with fall 2008 enrollment up 7% from the
previous year and fall 2009 applications up 53% for undergraduates
and 136% for graduate students compared to this time last year.
Ultimately, management plans to grow enrollment from the current
2,159 to 5,000 students over the long term.  Management believes
there is adequate classroom and residential space to handle much
of this enrollment growth without extensive borrowing.  However,
in order to reach and maintain this ambitious goal of 5,000,
significant investment in capital and capital renovation will be
necessary in the long term.  The College has no debt plans in the
near-term.

College Trustees initiated strategic changes by establishing a
"Transformation Fund" in 2007 of over $669,000 to fund essential
growth areas such as enrollment and marketing.  In an effort to
further develop fundraising, Sage recently reorganized their
development team and the president plans to focus, personally, on
this area of growth.  A recent bequest of $2 million will be used
to grow endowment funds and launch a research institute on campus.

Other strategic changes include the integration of the two
campuses in Troy and Albany and a more focused attention to campus
life in an effort to enhance the student experience and increase
historically poor retention.  Integration will open up the variety
of courses available to students; enhancing academic options.
More focused attention to campus experience has and will include
the opening of a new athletic center, supporting a resurgence of
athletic programs for both men and women, the reopening of the
swimming pool and the utilization of faculty to help rejuvenate
student academic and extra-curricular activity.  Freshman to
sophomore retention in fall of 2007 was 66%.  Fall of 2008
retention was up at both colleges at 82% and 76% which helped to
support the boost in enrollment.

Management reports upcoming academic changes in the post-graduate
arena as well.  These will include the merging of the existing
health sciences and nursing school, the evolution of a management
department into a School of Management and the creation of a new
School of the Arts to bridge the established Theatre and Fine Arts
Departments.  These are in addition to the already established
Education department.  Sage already offers doctoral programs in
Nursing and Education will be adding a third in Women's Studies.

                             Outlook

The outlook reflects the College's long-term challenges, highly
leveraged balance sheet position, endowment securing bank debt,
and Moody's concerns that fall 2009 enrollment levels could be
pressured due to broader economic challenges, despite strong
application volume.

                 What could change the rating-UP

Significant growth of unrestricted financial resources coupled
with increased student demand and enrollment and steady growth of
net tuition revenue

                What could change the rating-DOWN

Further enrollment declines; continued operating deficits and
deterioration of financial resources; additional borrowing;
tripping of financial covenants contained within bank documents.

Key Indicators (FY 2008 financial data and fall 2008 enrollment
data):

* Numbers included in parentheses represent the Moody's projection
  of a 30% decline in resource levels

* Total Full-Time Equivalent Students: 2,159

* Freshman Acceptance Rate: 68.8%

* Freshman Matriculation Rate: 40.5%

* Total Pro-Forma Direct Debt: $29.9 million (includes $5.7
  million drawn on line of credit and $6 million term loan)

* Expendable Resources to Pro-Forma Direct Debt: 0.32 times (0.23
  times)

* Expendable Resources to Operations: 0.24 times (0.18 times)

* Three-year Average Operating Margin: -1.6%

* Operating Cash Flow Margin: 1.7%

* Reliance on Student Charges: 78%

Rated Debt:

* Series 1999 bonds: Ba2 rating

* Series 2002 bonds: Ba2 underlying; Aa1/VMIG1 based on two-party
  pay rating methodology

The last rating action with respect to Sage Colleges was on
January 13, 2009 when the rating was downgraded to Ba2 and placed
on watchlist for further downgrade.


SEMGROUP LP: Management Committee Sues CEO Ronan
------------------------------------------------
Steven Church of Bloomberg reports that SemGroup LP's management
committee sued Chief Executive Officer Terrence Ronan, accusing
him of interfering with plans to reorganize the bankrupt oil
transporter.

"Regrettably, Terry Ronan has been a roadblock to our efforts,"
said billionaire John A. Catsimatidis, who leads the management
committee which acts as a board of directors for closely held
SemGroup.  Bloomberg reported that Mr. Ronan and Mr. Catsimatidis
have clashed over the direction of SemGroup's bankruptcy.
Bloomberg News relates that in February Mr. Ronan and the other
SemGroup executives sued Mr. Catsimatidis, claiming he breached a
confidentiality agreement and his fiduciary duty as leader of the
committee.

Bloomberg notes that Mr. Catsimatidis, who controls five of nine
seats on the committee, has claimed that Mr. Ronan isn't
authorized to reorganize Tulsa, Oklahoma-based SemGroup or make
any important decisions without consulting the committee.

Mr. Catsimatidis said he wants to reorganize the closely held
company and bring it out of bankruptcy intact.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SILICON GRAPHICS: Gets 45-Day Extension to File Schedules
---------------------------------------------------------
The Hon. Martin Glenn of the United States Bankruptcy Court for
the Southern District of New York extended the time to file the
schedules of assets and liabilities, and statements of financial
affair of Silicon Graphics Inc. and its debtor-affiliates until
45 days after their bankruptcy filing.

The extension of time will be waived if the sale of the Debtors'
assets is completed with the 45-day period.

Headquartered in Sunnvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Davis Polk & Wardell as their corporate counsel;
AlixPartners LLC as restructuring advisor; Houlihan Lokey Howard &
Zukin Capital, Inc., as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed
$390,462,000 in total assets and $526,548,000 in total debts as of
2008.


SILICON GRAPHICS: Proposes Houlihan Lokey as Financial Advisor
--------------------------------------------------------------
Silicon Graphics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authority to employ Houlihan Lokey Howard & Zukin Capital, Inc.,
as their financial advisor.

The firm is expected to provide advice to the Debtors in
connection with:

  a) Financing Transaction: includes any proposals for a private
     placement of equity, equity-linked or debt securities to
     provide financing to the Debtors and any of their
     affiliates.

  b) Sale Transaction: includes any proposals for a merger,
     consolidation, joint venture, partnership, spin-off, split-
     off, business combination, tender or exchange offer,
     acquisition, sale, distribution, transfer or other
     disposition of assets or equity interests, or similar
     transaction, involving all, or a portion of, the business,
     assets or equity interests of the Company and any of its
     subsidiaries or affiliates, in one or more transactions.

  c) Recapitalization Transaction: includes any transaction or
     series of transactions that constitutes a recapitalization
     or restructuring of the Debtors' equity and debt securities
     and other indebtedness, obligations or liabilities,
     including accrued and accreted interest thereon, including
     without limitation, interest bearing trade debt, which
     recapitalization or restructuring is effected pursuant to an
     exchange transaction, tender offer, a plan of reorganization
     under the Bankruptcy Code, a solicitation of consents,
     waivers, acceptances or authorizations, any change of
     control transaction, any refinancing, sale, acquisition,
     merger, repurchase, exchange, conversion to equity,
     cancellation, forgiveness, retirement and modification or
     amendment to the terms, conditions, or covenants of any
     agreements or instruments governing any of the Debtors'
     equity and debt securities or any combination of the
     foregoing transactions.

  d) Liquidity Transaction: includes any proposals for the
     purchase or other acquisition by the Company and/or any of
     its subsidiaries or affiliates of the Debtors' own capital
     stock or the capital stock of its subsidiaries, in one or
     more transactions.

Eric Winthrop, Esq., director of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

A full-text copy of the Debtors' engagement letter is available
for free at http://ResearchArchives.com/t/s?3b0a

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Davis Polk & Wardell as their corporate counsel;
AlixPartners LLC as restructuring advisor; Houlihan Lokey Howard &
Zukin Capital, Inc., as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed
$390,462,000 in total assets and $526,548,000 in total debts as of
2008.


SILICON GRAPHICS: Seeks Court Okay to Reject Contracts & Leases
---------------------------------------------------------------
Silicon Graphics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authority to reject certain executor contracts and unexpired
leases of personal property and nonresidential real property, and
abandon certain property of the estate.

Before their bankruptcy filing, as an attempt to reduce operating
expenses, the Debtors reviewed certain of their real property
leases to determine whether these leased properties are necessary
to their ongoing operations.  Through that process, the Debtors
identified the real property leases, each of which relates to an
unoccupied property, which does not provide any benefit to the
Debtors' estates and is not necessary to their business.  The
Debtors say they have exited the premises covered by the property
due to a downsizing of their operations and other business
changes.

The real property leases the Debtors seek to reject are:

A) Mountain View.

The Debtors lease office space at 1555 Plymouth Street, Mountain
View, California, pursuant to a certain lease agreement by and
between Sierra Green, as landlord, and Silicon Graphics, Inc., as
tenant, dated as of April 5, 1987.  Under this lease, the Debtors
must pay approximately $50,000 per month in rent obligations. The
current term of the lease is from April 1, 2006, to March 31,
2011.  The Debtors have been working with Sierra Green to market
the lease, and all such attempts have been unsuccessful.

B) New Jersey.

The Debtors lease office space at 44 Apple Street, Tinton Falls,
New Jersey, pursuant to a certain lease agreement by and between
TF Associates, as landlord, and Silicon Graphics, Inc., as tenant,
dated as of June 12, 2000.  Under this lease, the Debtors must pay
$6,237 per month in rent obligations.  The current term of the
lease is from November 1, 2005, to October 31, 2010.  Because the
Debtors have given notice to the landlord to terminate the lease,
the lease will expire by its terms on July 31, 2009, and any
attempts to market this lease would be futile.

The Debtors tell the Court that the properties are now vacant and
they have tendered the leased premises to the landlord.

C) AT&T Contract.

Pacific Bell Telephone Company dba AT&T California provides
network services between two of the Debtors' locations, pursuant
to a certain ICB Agreement for Telecommunications Services between
SBC Global Services, Inc. -- dba AT&T Global Services -- and
Silicon Graphics, Inc., dated as of October 12, 2006.  Under this
contract, the Debtors must pay $4,500 per month for a term of four
years.  The Debtors have vacated one of the two locations and no
longer need a network connection between the two locations.

D) EMC Equipment Lease.

The Debtors lease equipment from EMC Corporation pursuant to a
certain Master Equipment Lease between EMC Corporation and Silicon
Graphics, Inc., as amended by that certain Master Lease Agreement
Supplement between EMC Corporation and Silicon Graphics, Inc.,
dated as of January 23, 2006.  Under this lease and lease
supplement, the Debtors must pay $25,000 per month for a term of
three years.  The Debtors are no longer using this equipment and
the equipment is sitting idle.  The Debtors have tendered the
leased equipment to the lessor.

The Debtors say the contracts and the leases are burdensome and
provides little, if any, benefit to their estates.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Davis Polk & Wardell as their corporate counsel;
AlixPartners LLC as restructuring advisor; Houlihan Lokey Howard &
Zukin Capital, Inc., as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed
$390,462,000 in total assets and $526,548,000 in total debts as of
2008.


SOUTHWEST WATER: Lenders Waive Reporting Requirements 'Til May 31
-----------------------------------------------------------------
Los Angeles-based SouthWest Water Company has received an
extension until May 31, 2009, from the syndicate of lenders for
its credit facility with regard to reporting financial results for
the year ended December 31, 2008.  As a result, the Company
continues to have full access to its $150 million credit facility
for general corporate purposes.

On November 10, 2008, the Company said that it would restate prior
period financial statements after management discovered errors. On
March 13, 2009, the Company said that its Annual Report on Form
10-K would be delayed until the restatement is completed.

SouthWest Water also said that on March 27, 2009, it received a
Nasdaq Staff Deficiency Letter indicating an additional basis of
non-compliance with Nasdaq Marketplace Rule 4310(c)(14), due to
the delayed filing of the Annual Report on Form 10-K.

On February 19, 2009, the company had announced that it received
an extension from the Nasdaq Listing Qualifications Staff until
May 11, 2009, to report its financial results for the 2008 third
quarter.  The March 27th letter indicated that the company had 15
calendar days to submit an updated plan to regain compliance on
both delayed filings, but that a further extension by Staff was
not available under Nasdaq rules.

Should the company be unable to file its delinquent filings by the
deadline of May 11, 2009, the Nasdaq Listing Qualifications Staff
will give written notice that the company's securities will be
delisted.  At that time, SouthWest Water may appeal Staff's
decision to a Nasdaq Listing Qualifications Panel.

SouthWest Water Company -- http://www.swwc.com/-- provides a
broad range of operations, maintenance and management services,
including water production, treatment and distribution; wastewater
collection and treatment; customer service; and utility
infrastructure construction management.  The company owns
regulated public utilities and also serves cities, utility
districts and private companies under contract.  More than
two million people in 10 states depend on SouthWest Water for
high-quality, reliable service.


SPRINT NEXTEL: S&P Gives Negative Outlook; Affirms 'BB' Rating
--------------------------------------------------------------
Standard & Poor's Rating Services said it revised its outlook on
Overland Park, Kansas-based wireless carrier Sprint Nextel Corp.
and its subsidiaries to negative from stable.  At the same time,
S&P affirmed all other ratings on the company, including the 'BB'
corporate credit rating.  Total funded debt outstanding as of Dec.
31, 2008, was about $22 billion.

"The outlook revision reflects our concerns that Sprint Nextel's
credit measures could deteriorate further in 2009," said Standard
& Poor's credit analyst Allyn Arden, "given the company's weaker
business position stemming from the ongoing erosion of its
subscriber base."  Total debt to EBITDA was 3.9x for 2008, up from
2.8x a year ago as revenue and EBITDA fell by 11% and 29%,
respectively, largely because of the loss of post-paid customers
that totaled 4.1 million and a decline in average revenue per
user.

"Despite its efforts to improve customer service and reduce churn
levels," added Mr. Arden, "Sprint Nextel will be challenged to
reverse these trends over the next year given our expectation for
increased competition and weaker economic conditions."  Its
competitors, mainly AT&T Mobility and Verizon Wireless, continue
to capture market share at Sprint Nextel's expense while smaller
niche carriers, including Leap Wireless International Inc. and
MetroPCS Inc., have also demonstrated sustainable subscriber
growth.


SPX CORPORATION: Fitch Affirms Issuer Default Rating at 'BB+'
-------------------------------------------------------------
Fitch Ratings has affirmed SPX Corporation's ratings:

  -- Issuer Default Rating at 'BB+';
  -- Senior secured bank facilities at 'BB+';
  -- Senior unsecured debt at 'BB+'.

At Dec. 31, 2008 SPX had approximately $1.3 billion of debt
outstanding.  The Rating Outlook is Stable.

The ratings incorporate SPX's solid operating performance,
consistent execution of its operating and financial strategies,
free cash flow and financial flexibility.  The Company continues
to refine its business portfolio through acquisitions and
divestitures and is currently integrating APV which was acquired
for $524 million at the end of 2007.  SPX generated strong results
in 2008 but expects sales and profit margins to decline in 2009
due to the weak global economy.  All of SPX's businesses are
likely to be affected although its short-cycle businesses, which
represent 60% of SPX's sales, could be more sensitive to near term
weakness than SPX's infrastructure businesses.  Results in 2009
will include the impact of SPX's planned restructuring that will
help reduce costs but also involves approximately $60 million-$80
million of cash charges related to existing and recently acquired
businesses.  As a result, free cash flow after dividends could
decline modestly from the $235 million SPX reported in 2008.

During 2008, SPX's leverage declined to a normal range as the
company paid down some of its debt used to acquire APV.  SPX's
long-term strategy is to maintain gross debt/EBITDA within a range
of 1.5 times (x) to 2.0x, as defined in its bank agreement.  At
Dec. 31, 2008 gross debt/EBITDA was 1.6x.  The ratio includes
certain adjustments and is somewhat understated when compared to
the unadjusted measure of 1.8x as calculated by Fitch.  Due to its
return to lower leverage and its previous efforts to rationalize
the company's businesses, Fitch believes SPX is well positioned to
adjust to the difficult operating environment.

Rating concerns include the impact of economic trends on SPX's
operating results and the potential for an increase in leverage
related to the company's discretionary spending for acquisitions
and share repurchases.  Also, net pension liabilities have
increased due to market losses during the past year.  As a result,
required contributions could be materially higher in the future,
depending on market returns.  These concerns are partly mitigated
by the company's commitment to maintain leverage within its
targeted range and by long term operating improvements achieved
during the past several years.  In addition, SPX has sufficient
liquidity to meet its near term cash requirements.  Liquidity at
Dec. 31, 2008 was supported by cash balances of $476 million and
approximately $412 million of net availability under secured bank
credit facilities, offset by $189 million of debt due within one
year.  Aside from bank debt that amortizes through 2012, most of
SPX's other debt consists of a $500 million note due in 2014.
Other cash requirements include pension contributions estimated by
SPX at roughly $20 million in 2009.


STANADYNE CORP: S&P Changes Outlook to Negative; Keeps 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Stanadyne Corp. to negative from stable.  At the same time, S&P
affirmed its ratings on the company, including the 'B' long-term
corporate credit rating.

"The outlook revision reflects weak conditions in the company's
end markets, which are likely to result in deteriorating credit
measures and could limit free cash flow generation," said Standard
& Poor's credit analyst Dan Picciotto.  In addition, Stanadyne's
ultimate parent, Stanadyne Holdings Inc., has certain notes which
will turn cash-pay in 2010, resulting in an incremental $12
million of annual cash interest expense.  Still, the company
benefits from fair cash balances and good operating margins.

The ratings on Windsor, Connecticut-based Stanadyne reflect the
company's vulnerable business position, characterized by cyclical
and competitive markets, and its highly leveraged financial
profile.  Stanadyne is wholly owned by Stanadyne Automotive
Holding Corp., which in turn is wholly owned by Stanadyne Holdings
Inc.

Privately held Stanadyne, controlled by Kohlberg & Co. LLC, is an
independent manufacturer of proprietary products, including pumps
for gasoline and diesel engines, injectors and filtration systems
for diesel engines, and various nonproprietary products
manufactured under contract for other companies.  Stanadyne sells
to original equipment manufacturers in the agricultural,
construction, industrial, automotive, and marine markets.

The company's product line is narrow and its customer diversity is
limited, with Deere & Co. alone providing about 32% of sales.
However, the company benefits from significant sales of
replacement parts and other products to the aftermarket that
represents more than 40% of revenues while the remaining sales are
to OEMs.  The relatively stable aftermarket sales have
historically mitigated the company's earnings and cash flow
volatility.  Long-term growth in the global diesel engine market
supports Stanadyne's internal expansion prospects.  The company
has good geographical diversification, with more than half its
sales coming from outside the U.S.  Its global manufacturing
footprint tends to reflect the location of its customers.

Stanadyne's operating margin (before D&A) has improved to more
than 20% from the midteens following the sale of its unprofitable
on-highway business in 2006.  However, S&P expects the Company to
have somewhat significant capital expenditures equivalent to more
than 3% of sales.

Stanadyne has a highly leveraged financial profile.  The Company
had total debt to EBITDA of about 5.6x (including postretirement
obligations and operating leases) and funds from operations to
total debt of about 12% at Dec. 31, 2008.  Given operating
conditions, credit measures are likely to deteriorate somewhat
from these levels.  The ratios include as debt discount notes that
Stanadyne Holdings issued in late 2004 to fund a cash distribution
to stockholders.  The notes will accrete to an aggregate principal
amount of about $100 million due in 2015, and the Company must
begin to make cash interest payments in 2010.  In order to make
these payments the Company will need to upstream dividends to the
holdings Company level, which is subject to certain limitations.
At the existing rating, Standard & Poor's expects the Company's
ratio of lease-adjusted total debt to EBITDA of 5x, and FFO to
total debt of about 10%.

S&P could lower the ratings if the Company appears unlikely to
generate meaningful free cash flow, if its debt to EBITDA
approaches 7x, or if its liquidity diminishes.  Also, if Stanadyne
does not renew or extend its revolving credit facility in a timely
manner, S&P could lower the rating.  S&P could revise the outlook
to stable if S&P believes the Company will generate meaningfully
positive cash flow (after considering the cash pay holdings
company notes) while credit measures appear likely to remain at
appropriate levels for the rating; such as FFO to debt of around
10%, and the Company is not restricted in servicing the holdings
company level debt in the intermediate term.


SWIFT ENERGY: Moody's Downgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Swift Energy Company's
Corporate Family Rating and Probability of Default Rating to B2
from Ba3.  Moody's also downgraded the Company's senior unsecured
rating to B3 (LGD 5, 73%) from B1 (LGD 4, 65%).  The outlook is
stable.

The downgrade reflects Swift's deteriorating operating
performance, especially its continued high and unsustainable costs
trends, and growing financial leverage.  Specifically, Swift's
costs have increased over the past three years, declining from the
Ba level to the B range.  Also, Swift's leveraged full-cycle cost
per barrel has increased 46% year-over-year to $72.23.

During the upcycle Swift's capital spending appears to have added
considerable debt without a meaningful addition to its reserve
position.  Also, over the past three years, Swift's capex has
resulted in finding and development costs in the Caa range.
Debt/proved developed reserves has increased 9% to $9.79/boe, and
debt/average daily production has increased 14% to $21,207.

Swift's B2 rating is supported by its scale and its liquidity
which appears to be adequate.  The Company has a $400 borrowing
base revolver with adequate liquidity.

The last rating action on Swift was on January 21, 2009, at which
time Swift's Ba3 CFR, Ba3 PDR, and the B1 (LGD 4, 65%) senior
unsecured rating was placed on review for possible downgrade.

Swift Energy Company is a North American independent exploration
and production company headquartered in Houston, Texas.


TEAM FINANCIAL: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Team Financial Inc.
        8 West Peoria, Ste. 200
        Paola, KS 66071

Bankruptcy Case No.: 09-10925

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Team Financial Acquisition Subsidiary Inc.         09-10926
Post Bancorp Inc                                   09-10927

Type of Business: The Debtors provide banking and financial
                  services in 19 locations in Kansas, Missouri,
                  Nebraska and Colorado.

                  See http://www.teamfinancialinc.com/

Chapter 11 Petition Date: April 5, 2009

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
                  ebn1@redmondnazar.com
                  W. Thomas Gilman, Esq.
                  wtgilman@redmondnazar.com
                  Redmond & Nazar, L.L.P.
                  245 North Waco, Ste. 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610

The Debtors' financial condition as of March 31, 2009:

Total Assets: $692,410

Total Debts: $26,681,000

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Wells Fargo NA                                   $22,681,000
Trustee
Trust Preferred
Securities
Attn: Corp. Trust
Division
919 Market Street Ste
700
Wilmington DE
19801

US Bank                                          $4,000,000
Attn: Timothy N
Scheer VP
P O Box 790401
St Louis MO 63179-0401

The petition was signed by Sandra Moll, chief operating officer.


TEXAS STATE: S&P Cuts Rating on Mortgage Revenue Bonds to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Texas
State Affordable Housing Corp.'s (South Texas Affordable Housing
Corp.) multifamily mortgage revenue bonds (South Texas Apartment
Portfolio) series 2002B to 'D' from 'C'.

Standard & Poor's received a trustee notice dated March 2, 2009,
that South Texas Affordable Properties Corp., the borrower, did
not make sufficient payments to the trustee to make any payments
of principal or interest to the holders of the series B bonds, and
that the funds remaining in the series B debt service reserve fund
were insufficient to make these payments.  As a result, the March
1, 2009, debt service payment due to the series B bondholders was
not made.

As of March 2, 2009, the remaining balance in the series B debt
service reserve fund was $134,010, which is less than the $590,800
required by the indenture.


THORNBURG MORTGAGE: Forbearance Pact Extended to April 30
---------------------------------------------------------
Thornburg Mortgage, Inc., said that on March 31, 2009, its lenders
have agreed to grant the Company additional forbearance from
demanding payment on deficiency claims under their various
financing agreements through April 30, 2009, or earlier if certain
events occur.

The lenders are:

     -- JPMorgan Chase Funding Inc. (formerly Bear Stearns
        Investment Products Inc.);

     -- Citigroup Global Markets Limited;

     -- Credit Suisse Securities (USA) LLC;

     -- Credit Suisse International;

     -- Greenwich Capital Markets, Inc.;

     -- Greenwich Capital Derivatives, Inc.;

     -- The Royal Bank of Scotland plc; and

     -- UBS AG.

In exchange for the continued forbearance, the Company has agreed
that the remaining Counterparties who have not previously taken
possession of their collateral under their respective financing
agreements may do so at the Counterparty's discretion and that the
price of such collateral will be determined on a date chosen by
the Counterparty.  The proceeds from such sales will be applied to
reduce the outstanding borrowing amount under the respective
financing and ISDA agreements.  JPM, CSUSA, CSI, GCM, GCD, and RBS
have indicated that they intend to take possession of and sell
such collateral during the forbearance period.  Citigroup and UBS
have agreed to continue to forbear on submitting deficiency claims
totaling approximately $394 million and $87 million, respectively,
through April 30, 2009, or earlier if certain events occur.  The
Company expects that additional substantial deficiency claims will
result as the remaining Counterparties sell their respective
collateral under their respective financing and ISDA agreements;
however they have agreed to forbear on submitting such claims
through April 30, 2009, or earlier if certain events occur.

As a result of the expected and realized deficiency claims, the
Company has also agreed to cooperate with the Counterparties to
transfer the Company's mortgage servicing rights, which were
granted to the Counterparties as security for the Company's
obligations to the Counterparties under their respective financing
agreements.

The Company expects to file for Chapter 11 bankruptcy protection.
The Company also intends to commence an orderly sale or
liquidation of its remaining assets assisted by Houlihan Lokey
Howard & Zukin Capital, Inc., in order to maximize any remaining
value for its bondholders and creditors.  Once these sales or
liquidations are completed, the Company will discontinue
operations.

New Mexico Business Weekly quoted Thornburg Mortgage President and
CEO Larry Goldstone as saying, "Today [April 3] has been a really
difficult day for our organization as we have separated with a
majority of our colleagues.  When an organization has to go
through such an exercise, it is always unfortunate because it
affects people who were not responsible for the circumstances and
who we care about deeply....  Thornburg Mortgage Inc. has been
through a very difficult two years as it has tried to survive this
tumultuous mortgage marketplace and we have done everything
humanly possible over the past year to try to bring a satisfactory
resolution to our situation.  The sad fact is that the credit
crisis has turned out to be far bigger than Thornburg Mortgage,
and we could not overcome its challenges."

In addition, the Company will not be able to make the March 31,
2009 interest payment on its Senior Subordinated Notes due 2015.
However, the Company has a 30-day grace period in which to make
such payment before triggering a default under the Senior
Subordinated Notes indenture.

Thornburg Mortgage reported a net income loss of $2.75 billion in
the nine months ended September 30, 2008.

The Associated Press reports that Thornburg Mortgage said that it
laid off about 130 of its 150 staff members.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc. and Thornburg Investment Management are
separate and independent legal entities.  Garrett Thornburg is the
Chairman of both firms and together they occupy the Thornburg
Campus, however the businesses of Thornburg Investment Management
are not related to, or affected by, the business of Thornburg
Mortgage, Inc.

                           *     *     *

As of September 30, 2008, Thornburg Mortgage had $26.2 billion in
total assets and $26.6 billion in total liabilities, resulting in
$323.3 million in stockholders' deficit.  The Company posted net
income of $140.0 million for the three months ended, and net loss
of $2.75 billion for the nine months ended, September 30, 2008.

As reported in the Troubled Company Reporter on Dec. 22, 2008,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Thornburg Mortgage Inc. to 'CC' from 'D'.  At the same
time, S&P also raised its rating on Thornburg's senior notes to
'CC' from 'D'.  The outlook is negative.


THORNBURG MORTGAGE: Moody's Downgrades Senior Ratings to 'C'
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the senior
unsecured debt of Thornburg Mortgage, Inc., to C from Ca.  This
concludes Moody's review.

The rating action reflects an expectation of default encapsulated
in a bankruptcy filing and the potential for above-average loss
severity on Thornburg's debt.  The REIT announced in a press
release on April 1, 2009, that although it received forbearance
from its repo counterparties until April 30, 2009, it anticipates
filing for Chapter 11 bankruptcy protection.  Thornburg also said
that it will not be making an interest payment on its senior
subordinated notes due 2015, which will constitute a separate
event of default upon the expiration of the 30-day grace period.

These ratings were downgraded:

  * Thornburg Mortgage, Inc. - senior unsecured debt to C from Ca,
    and senior unsecured debt shelf to (P) C from (P) Ca.

Moody's last rating action with respect to Thornburg Mortgage was
on October 3, 2008 when Moody's affirmed Thornburg's senior
unsecured rating at Ca and continued its review for further
possible downgrade.

Thornburg Mortgage, Inc. based in Santa Fe, New Mexico, is a
single-family mortgage portfolio lender and originator organized
as a REIT.  As of September 30, 2008, Thornburg Mortgage reported
assets of approximately $26.3 billion.

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


TORREYPINES THERAPEUTICS: Receives NASDAQ Non-Compliance Notice
---------------------------------------------------------------
La Jolla, California-based TorreyPines Therapeutics, Inc.,
said it received on March 31, 2009, a letter from the Listing
Qualifications Department of the Nasdaq Stock Market notifying the
Company that based on the Company's stockholders' equity as
reported in its Annual Report on Form 10-K for the year ended
December 31, 2008, the Company does not comply with the minimum
stockholders' equity requirement of $10 million for continued
listing on The Nasdaq Global Market as set forth in NASDAQ
Marketplace Rule 4450(a)(3).

The Company has until April 15, 2009, to provide a specific plan
to achieve and sustain compliance with all of the Nasdaq Global
Market continued listing requirements, including a time frame for
completion of the plan.  The Nasdaq letter has no immediate effect
on the listing of the Company's common stock.

In the event that the Company receives notice that its common
stock is being delisted from the Nasdaq Global Market, Nasdaq
rules permit the Company to appeal any delisting determination by
the Nasdaq staff to a Nasdaq Listing Qualifications Panel.

Alternatively, Nasdaq may permit the Company to transfer its
common stock to the Nasdaq Capital Market if it satisfies the
requirements for continued listing on that market.

                  About TorreyPines Therapeutics

TorreyPines Therapeutics, Inc. (NASDAQ: TPTX) --
http://www.tptxinc.com/-- is a biopharmaceutical company
committed to providing patients with better alternatives to
existing therapies through the research, development and
commercialization of small molecule compounds.  The company's goal
is to develop versatile product candidates each capable of
treating a number of acute and chronic diseases and disorders such
as migraine, acute and chronic pain, and xerostomia.  The company
currently has three clinical stage product candidates: two
ionotropic glutamate receptor antagonists and one muscarinic
receptor agonist.


TORREYPINES THERAPEUTICS: Workforce Down to 3; Eyes Asset Sale
--------------------------------------------------------------
TorreyPines Therapeutics, Inc., has reduced its work force to
three employees effective March 31, 2009.  The reduction is
intended to further conserve financial resources, providing the
Board of Directors additional time to evaluate strategic
alternatives, including a possible sale of the Company.  The three
remaining employees, the Company's Chief Executive Officer, Chief
Financial Officer, and Vice President and General Counsel will
assist the Board of Directors in assessing and completing any
possible strategic transaction.

"It was a very difficult decision to dismiss these talented and
dedicated individuals who have contributed significantly to
TorreyPines," said Ev Graham, Chief Executive Officer of
TorreyPines.  "We deeply appreciate their insights and hard work
and wish them all well.  While the workforce reduction is a
difficult step, we believe it is appropriate at this time in order
to provide us with the best opportunity to complete a strategic
transaction."

The Company said in March that due to its current financial
condition, it has been continuing to explore financing and
strategic alternatives, including a possible project financing,
equity financing, or a partnership to continue the development of
three product candidates, two ionotropic glutamate receptor
antagonists and one muscarinic receptor agonists.  Additionally,
it has been continuing to explore other strategic alternatives,
including a possible asset out-licensing, asset sale or sale of
the Company.

TorreyPines Therapeutics said if it is unable to complete a
financing or strategic transaction during the first half of 2009,
it would be unable to continue as a going concern and may be
forced to cease operations, seek protection under the provisions
of the U.S. Bankruptcy Code or liquidate and dissolve the Company.

Ernst & Young LLP, the Company's independent registered public
accounting firm, has included an explanatory paragraph in their
report on the Company's 2008 financial statements related to the
uncertainty and substantial doubt of its ability to continue as a
going concern.

The Company has incurred net losses of $22.8 million, $23.4
million and $25.4 million for the years ended December 31, 2008,
2007 and 2006, respectively.  Since inception, and through
December 31, 2008, it has an accumulated deficit of $119.2
million.  Based on its operating plan, its existing cash and cash
equivalents will only fund its operations into the second quarter,
and possibly into the third quarter, of 2009.  "These conditions
raise substantial doubt about our ability to continue as a going
concern. The accompanying financial statements have been prepared
assuming that we will continue as a going concern.  This basis of
accounting contemplates the recovery of our assets and the
satisfaction of liabilities in the normal course of business," the
Company said.

As of December 31, 2008, the Company had $11.1 million in total
assets, and $7.4 million in total liabilities.

TorreyPines Therapeutics, Inc. (NASDAQ: TPTX) --
http://www.tptxinc.com/-- is a biopharmaceutical company
committed to providing patients with better alternatives to
existing therapies through the research, development and
commercialization of small molecule compounds.  The Company's goal
is to develop versatile product candidates each capable of
treating a number of acute and chronic diseases and disorders such
as migraine, acute and chronic pain, and xerostomia.  The Company
currently has three clinical stage product candidates: two
ionotropic glutamate receptor antagonists and one muscarinic
receptor agonist.


TPG-AUSTIN PORTFOLIO: S&P Withdraws 'CCC' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC' corporate
credit and secured debt ratings on TPG-Austin Portfolio Holdings
LLC.  The ratings were previously on CreditWatch with negative
implications.  S&P is withdrawing its ratings at the Company's
request, as the previously rated $292 million secured debt
facility has been restructured.

TPG-Austin was formed in 2007 to acquire a portfolio of 10 office
properties in Austin, Texas (3.5 million square feet; formerly
owned by Equity Office Properties) in a $1.15 billion leveraged
transaction.  TPG-Austin is a wholly-owned subsidiary of a limited
partnership joint venture between TPG/CalSTRS LLC (25%), Lehman
Bros. (50%), and a sovereign wealth fund (25%).  TPG/CalSTRS LLC
is, in turn, a limited liability company joint venture between
Thomas Properties (25%) and CalSTRS (75%).  Thomas Properties, a
publicly traded real estate company that is focused on developing
and operating office properties in a handful of markets, manages
the assets.  TPG-Austin is Austin's largest landlord and is a
competitive player within the city's class A office market.

In December 2008, S&P lowered its ratings and placed them on
CreditWatch negative given S&P's concerns regarding TPG-Austin's
inability to access funding under its $100 million credit facility
following Lehman's bankruptcy filing and management's recent
indication that TPG-Austin could itself file for bankruptcy as
early as January 2009.  Lehman was the sole lender for the
Company's $292 million secured debt facility; while the
$192 million term portion was fully funded at the time of
origination in 2007, TPG-Austin's request for funding under the
previously unused $100 million credit facility in September 2008
remains unfunded.  As such, the Company pursued legal remedies to
compel Lehman to either fund in accordance with the terms of the
credit agreement or reject the credit agreement so that TPG-Austin
may seek alternative financing supported by the underlying assets
currently securing the facility.

                        Ratings Withdrawn

                TPG-Austin Portfolio Holdings LLC

                                   Rating
                                   ------
                          To                 From
                          --                 ----
    Corporate credit      NR                 CCC/Watch Neg/--
    Secured debt          NR                 CCC/Watch Neg/--

                         NR - Not rated.


TRANSCAST PRECISION: Ordered to Provide Parts to Chrysler & GM
--------------------------------------------------------------
On April 3, 2009, the Ontario Courts ordered Transcast Precision
Inc. to supply sufficient parts to Chrysler, GM, Magna and Gates
for 14 days of production.  Additionally, another proceeding is
required within that two-week period to settle matters regarding
ongoing price and supply.

"If the North American auto industry intends to rebuild itself and
emerge from our current recession, it must defend the rights of
all business owners -- especially the auto parts manufacturers who
are being economically exploited," said Dean Topolinski, President
and Director of Transcast Precision Inc.  "We are hopeful that the
courts will recognize the established pricing and negotiations
tactics that exist in market -- ones predisposed to the unfair
treatment of smaller auto parts manufacturers and suppliers that
rely on relatively few, but very large customers."

"Transcast has regrettably been portrayed by Chrysler, et al., as
a form of corporate raider seeking to take advantage of the OEMs
in the current economic maelstrom in which the automotive industry
finds itself.  Transcast has had no opportunity to present its
side of this story in the proceedings, which were commenced
without notice to Transcast and while senior management were out
of Canada."

Transcast said that on March 30, it initiated contact with
Chrysler to sell existing company assets and to enter into an
agreement that would permit the long-term viability of the new
company.  While the correspondence indicated that inventory would
need to be purchased above previous prices, the increase was
required to help offset a number of transition costs including
legal bills and unpaid severance from the previous supplier. This
price increase was for a five-day term only.  The longer-term
agreement was to be negotiated during this interim phase.

Transcast said in its statement that notwithstanding its offer to
negotiate, Chrysler, Magna, Gates, and GM decided not to engage in
discussions to come to a commercial solution to keep the plant
open.  Rather, they proceeded without notice to take Transcast to
court to seek interim relief for the return of tooling and parts.
When Transcast discovered the ex parte motions, Transcast appeared
in court and vigorously opposed the position presented by
Chrysler, Magna, Gates and GM.  Transcast will continue to argue
its position in court by presenting the facts of the case, which
has yet to be finally argued.  Any orders made by the Court at
this stage are interim only.

                         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.

                       About General Motors

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

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

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

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

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

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

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

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

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

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

As reported in the Troubled Company Reporter on June 24, 2008,
Dominion Bond Rating Service 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.


TUSCANY PRESERVE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tuscany Preserve Development, Inc.
        449 Bay Leaf Drive
        Kissimmee, FL 34759

Bankruptcy Case No.: 09- 06591

Chapter 11 Petition Date: April 3, 2009

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Steven J. Solomon, Esq.
                  ssolomon@adorno.com
                  Adorno & Yoss LLP
                  2525 Ponce de Leon Boulevard, Suite 400
                  Miami, FL 33134
                  Tel: (305) 460-1020
                  Fax: (305) 503-8961

The Debtor's financial condition as of Nov. 30, 2008:

Total Assets: $44,064,958

Total Debts: $48,881,497

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Benchmark Contractors, LLC                       $155,870
518 Ronshelle Avenue
Haines City, FL 33844

Alamar Services, Inc.                            $120,319
3316 Ohio Avenue
Sanford, FL 32773

Omega Flooring LLC                               $82,911
P.O. Box 540344
Lake Worth, FL 33454

Four Star Stucco, Inc.                           $65,038

American Electric Corp.                          $59,485

Whirlpool                                        $47,721

Moreno & Moreno Corp                             $42,462

Frost Van den Boom & Smith                       $41,927

C&J Flooring                                     $26,844

Capital Maintenance & Landsc                     $23,627

Central Florida Resort                           $22,871

Absolute Pavers, Inc.                            $21,950

Goodlette, Coleman & John                        $19,354

K. Medi Inc.                                     $16,668

Piper Construction, Inc.                         $14,120

Progress Energy Fl                               $14,120

JSK Consulting                                   $12,547

Moduss Inc.                                      $12,466

Robert A. Harris Architect                       $9,438

Verizon                                          $4,658

The petition was signed by Richard Davenport, president.


TVI CORPORATION: Wants to Access $19 Million BB&T DIP Facility
--------------------------------------------------------------
TVI Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Maryland for authority to
access $19,000,000 in financing under a debtor-in-possession
agreement with Branch Banking and Trust Company.  The Debtors also
seek authority to use cash collateral securing repayment of
secured loan to their lender.

The Debtors together with a non-debtor, Capa Manufacturing Corp.,
borrowed monies under an amended and restated financing and
security agreement dated February 22, 2008, with BB&T.  The
facility is comprised of $11,000,000 revolving line of credit and
$22,500,000 term loan.  The Debtors say they owe $10,200,000
under the revolver and $17.1 million under the term loan.  The
obligations of the Debtors under the credit facility are secured
by liens on substantially all of the assets of each Debtor.

Salient term of the DIP agreement are:

Interim Borrowing
Limit:                $1,800,000 above the prepetition revolver
                      balance.

Final Borrowing
Limit:                $19,000,000, subject to a borrowing base
                      and other terms and conditions of the DIP
                      financing documents.

Interest Rate:        Prime rate plus 2.0% per annum, subject to
                      a floor of 5.25% per annum.

Maturity:             180 days after the commencement of the
                      Chapter 11 Case, subject to early
                      termination events including, without
                      limitation, the occurrence of one or more
                      events of default and confirmation of plan
                      of reorganization.

Unused Line Fee:      Quarterly fee of 0.25% per annum.

Letter of Credit
Fee:                  2.0% per annum payable at opening and on
                      each anniversary.

Post Default Rate:    200 basis points per annum.

Post-Petition
Financing Commitment
Fee:                  $25,000 payable at the time the
                      interim financing order is entered.

Servicing Fee:        $500) per month.

Under the DIP agreement, the Debtors are required to (i) provide a
draft disclosure statement and a plan of reorganization to the
lender within 90 days; (ii) file a disclosure statement and a plan
of reorganization acceptable to the lender within 120 days after
petition date; (iii) obtain court approval of disclosure statement
within 150 days after the petition date; (iv) obtain confirmation
of the plan acceptable to the lender within 180 days after the
Debtors' bankruptcy filing.

The Debtors will grant superpriority administrative expense claims
to the lender payable from all pre- and postpetition property of
the Debtors' estates to secure any and all of the DIP Obligations;

The DIP agreement contains customary and appropriate events of
default.

Headquartered in Gleen Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  These
products include powered air-purifying respirators, respiratory
filters and quick-erect shelter systems used for decontamination,
hospital surge systems and command and control.  The users of
these products include military and homeland defense/homeland
security customers.  The Company and two of its affiliates filed
for Chapter 11 protection on April 1, 2009 (Bankr. D. Md. Lead
Case No.: 09-15677).  Christopher William Mahoney, Esq., at Duane
Morris LLP, represents the Debtors in their restructuring efforts.
The Debtors proposed Buccino & Associates, Inc. as their financial
advisors and consultants.  When the Debtors filed for protection
from their creditors, they posted assets between $10 million and
$50 million, and debts between $1 million and $10 million.


TVI CORPORATION: Seeks More Time to File Schedules and Statements
-----------------------------------------------------------------
TVI Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Maryland to extend the
deadline for filing their schedules of assets and liabilities, and
statement of financial affairs to 45 days from their bankruptcy
filing.

The Debtors say that they were unable to compile the necessary
information to complete their schedules and statement because
certain prepetition invoices have yet to be received thus they
will not be able to submit the requirements before the initial
filing deadline.

Headquartered in Gleen Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  These
products include powered air-purifying respirators, respiratory
filters and quick-erect shelter systems used for decontamination,
hospital surge systems and command and control.  The users of
these products include military and homeland defense/homeland
security customers.  The Company and two of its affiliates filed
for Chapter 11 protection on April 1, 2009 (Bankr. D. Md. Lead
Case No. 09-15677).  Christopher William Mahoney, Esq., at Duane
Morris LLP, represents the Debtors in their restructuring efforts.
The Debtors proposed Buccino & Associates, Inc. as their financial
advisors and consultants.  When the Debtors filed for protection
from their creditors, they posted assets between $10 million and
$50 million, and debts between $1 million and $10 million.


TVI CORPORATION: Section 341(a) Meeting Set for May 11 in Maryland
------------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in TVI Corporation and its debtor-affiliates' Chapter 11 cases on
May 11, 2009, at 9:00 a.m., at the 341 meeting rooms, Sixth Floor,
Greenbelt, Maryland.

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

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

Creditors in these cases have until August 10, 2009, to file
proofs of claim.

                      About TVI Corporation

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- designs, manufactures and supplies
Decontamination, Command and Control, Airborne Infection
Isolation, and Mobile Surge Capacity Shelters, Systems and
Accessories including generators, trailers and water heaters.  TVI
also offers a complete line of NIOSH approved Powered Air
Purifying Respirators, with multiple headpiece and other filter
cartridge options.  TVI products serve a variety of markets,
including the first responder, fire, law enforcement,
healthcare/first receiver, government, military, industrial and
commercial.

The Company and its affiliates filed for Chapter 11 protection on
April 1, 2009 (Bankr. D. Md. Lead Case No. 09-15677).  Christopher
William Mahoney, Esq., at Duane Morris LLP represents the Debtors
in their restructuring efforts.  The Debtors propose Buccino &
Associates, Inc., to serve as their financial advisors and
consultants.  The Debtors listed estimated assets of $10 million
to $50 million and estimated debts of $1 million to $10 million.


ULTICOM INC: To Finish Financial Reports' Restatement by October
----------------------------------------------------------------
Ulticom Inc. said it is currently in the process of preparing its
financial statements, including the restatement of previously
reported financial information, to become current in its filings
with the Securities and Exchange Commission.

The Company expects to file its periodic reports covering the
fiscal years 2005, 2006, 2007 and 2008 -- years ended January 31,
2006, 2007, 2008 and 2009 -- certain quarterly reports and any
prior periods required for the Company to be current in its
reporting obligations, together with any restated historical
financial information, by October 31, 2009.

The Company said the timing for the completion of its financial
statements is dependent in part on the Company's reasonable
assurance that no further accounting issues that may impact the
Company will be identified by its majority shareholder, Comverse
Technology, Inc., during its preparation and audit of its
financial statements.

On April 2, the Mount Laurel, New Jersey-based Company said its
Board of Directors declared a special cash dividend of $4.58 per
share, payable on April 20, 2009, to the Company's shareholders of
record as of the close of business on April 13, 2009.  In
connection with the Special Dividend, the Company said that, as
contemplated by its equity compensation plans and recommended by
the Compensation Committee of the Board, the Board approved a
decrease in exercise price of all unexercised stock options that
have been previously awarded to officers, employees and directors
of the Company after the Special Dividend is paid.  Holders of
restricted stock and deferred stock units will be eligible to
receive the Special Dividend.

The Company's cash, cash equivalents and short-term investments as
of February 28, 2009, were roughly $281,000,000.  The Company has
no debt outstanding.  The Company had 43,623,105 shares of common
stock outstanding as of the close of business on
February 28, 2009, including grants of DSU's.

After giving effect to the Special Dividend, the Company will have
cash, cash equivalents and short-term investments of roughly
$81,000,000 and no debt.  This Special Dividend represents only a
portion of the Company's cash reserves.  The Board believes the
Special Dividend provides immediate benefit to the Company's
shareholders while leaving the Company sufficient capital for
meeting operational needs, paying liabilities and funding
strategic initiatives.  The Board engaged a nationally recognized
financial advisor to assist the Company in determining the extent
of the Special Dividend.

The Special Dividend will be taxed as a dividend to the extent of
the Company's current and accumulated earnings and profits (as
determined for U.S. federal income tax purposes), then as a return
of basis and capital gain. Shareholders are encouraged to consult
with their tax advisor regarding the appropriate tax treatment of
the Special Dividend.

Ulticom Inc. provides service essential signaling solutions for
wireless, wireline, and Internet communications.  Ulticom's
products are used by leading telecommunication equipment and
service providers worldwide to deploy mobility, location, payment,
switching, and messaging services.  Ulticom is headquartered in
Mount Laurel, New Jersey, with additional offices in the United
States, Europe, and Asia.


UNITED AIRLINES: Begins Contract Talks with Flight Attendants
-------------------------------------------------------------
Flight attendants at United Airlines went to the negotiating table
yesterday seeking contract improvements after enduring huge cuts
in pay, quality of work life, healthcare and retirement for nearly
seven years.  The flight attendants, represented by the
Association of Flight Attendants-CWA, AFL-CIO, are exercising the
opportunity to negotiate for improvement for the first time since
1996.

"Today is full of hope. Flight attendants are committed to
rebuilding our career and improving our lives," said Greg
Davidowitch, AFA President at United.  "Spirits are high as we
begin negotiations for improvements that reflect the good work we
do at United Airlines."

Negotiations began as union and company negotiators exchanged
opening proposals.  The contract becomes amendable on January 7,
2010; under the Railway Labor Act airline contracts remain in
place throughout the negotiations process.  The flight attendant
contract requires negotiations to begin nine months early with the
intention of having a new agreement in place as soon as possible.

If negotiations are not concluded by August 7, 2009 the union and
the Company will jointly petition the National Mediation Board to
begin mediation, the next step in the negotiations process.

"For far too long, corporate interests have trumped those of
flight attendants," said Mr. Davidowitch.  "Our experience is
similar to working families throughout our country; recent years
have been extremely difficult for flight attendants.  Even so, we
take pride in our work as safety professionals and our place in
the enduring American workforce.  We are committed to negotiating
a contract that rebuilds our career and compliments the
Administration's agenda to reinvigorate the middle class."

Flight attendants have been working under concessions since 2002.
In its news statement, AFA noted that during United's bankruptcy
flight attendants shouldered concessions that caused over 30%
reduction in pay, the loss of 10,000 jobs, the burden of greater
costs for healthcare, working longer hours away from their
families and the termination of their pensions.  During Chapter 11
and since United Airlines emerged from its 38-month bankruptcy in
February 2006, executives have repeatedly awarded themselves with
hundreds of millions of dollars in pay increases and bonuses.

Flight attendants are seeking improved compensation, more rest and
better work rules to effectively do their job, a reduction in the
cost of healthcare and a more secure retirement, according to AFA.

"We had to negotiate concessions all through the bankruptcy, but
this time is different.  Only twice before in twenty-five years
have we had the opportunity to negotiate for improvements.  We
will do whatever it takes to achieve an on-time agreement that
meets the needs of United flight attendants," stated Mr.
Davidowitch.

More than 55,000 flight attendants, including the 16,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO.  On the Net:
http://www.unitedafa.org/

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The Company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The Company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


VALLEY NATIONAL: S&P Puts 'B' Corp. Rating on Developing Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'B' corporate credit rating, on Valley
National Gases Inc. on CreditWatch with developing implications.
The Independence, Ohio-based distributor of packaged gases had
total debt of roughly $321 million as of Dec. 31, 2008.

The CreditWatch placement reflects the pending acquisition of
Valley by Matheson Tri-Gas Inc.  MTG is the largest subsidiary of
unrated Taiyo Nippon Sanso Corp. of Japan, a global, diversified
supplier of industrial gases that generates approximately
JPY495 billion in revenue.  The CreditWatch listing indicates that
the ratings could be raised if it is determined that the Company's
financial risk profile benefits from the support garnered from a
stronger parent.  S&P could also affirm or lower the ratings if
the transaction results in a highly leveraged financial risk
profile.

S&P expects Matheson Tri-Gas Inc. to complete the transaction by
the second quarter of this year.  S&P plans to conduct discussions
with Valley's management and new owners in the near-term, and will
resolve the CreditWatch after more information regarding the
acquisition has been disclosed.  The ratings could also be
withdrawn if existing debt is repaid commensurate with the closing
of the acquisition.

With roughly $300 million in revenues, Valley is a packager and
distributor of industrial, medical, and specialty gases, welding
supplies, and propane.  The Company's 95 branches extend across an
18-state operating territory primarily in the eastern and
Midwestern regions of the U.S.


VIA PHARMACEUTICALS: Receives Non-Compliance Notice From NASDAQ
---------------------------------------------------------------
VIA Pharmaceuticals, Inc. has received a letter, dated March 31,
2009, from the staff of the NASDAQ Stock Market informing the
Company that it does not currently comply with NASDAQ Marketplace
Rule 4310(c)(3).  NASDAQ Marketplace Rule 4310(c)(3) requires
companies maintain either:

   (i) $2,500,000 in stockholders' equity;

  (ii) a market value of listed securities of $35,000,000; or

(iii) net income from continuing operations of $500,000 in the
       most recently completed fiscal year or two of the last
       three most recently completed fiscal years.

The Company intends to submit a specific plan to achieve and
sustain compliance with the $2,500,000 stockholders' equity
standard by April 15, 2009, including the time frame for
completion of the compliance plan.  If the NASDAQ staff determines
that the Company's plan does not adequately address the issue, the
NASDAQ staff will provide written notice that the Company's
securities will be delisted.  At that time, the Company may appeal
the NASDAQ staff's determination to a NASDAQ Listing
Qualifications Panel, which would stay any further delisting
action by NASDAQ pending a final decision by the Panel.  No
assurances can be provided that NASDAQ will grant the Company
sufficient time to execute its plan to insure that it will
maintain its NASDAQ listing.

                     About VIA Pharmaceuticals

Based in San Francisco, California, VIA Pharmaceuticals, Inc. --
http://www.viapharmaceuticals.com/-- is a biotechnology company
focused on the development of compounds for the treatment of
cardiovascular and metabolic disease.  In addition, VIA's pipeline
of drug candidates includes other compounds to address other
underlying causes of cardiovascular disease: high cholesterol,
diabetes and inflammation.


YELLOWSTONE CLUB: Blixseth Taps Deschenes Sullivan as Counsel
-------------------------------------------------------------
Edra D. Blixseth, owner of Yellowstone Mountain Club LLC, asks the
U.S. Bankruptcy Court, District of Montana for authority to employ
Gary S. Deschenes, Esq., and Deschenes & Sullivan Law Offices as
counsel.

Deschenes & Sullivan will give the Debtor legal advice with
respect to her powers and duties as debtor-in-possession in the
continued operation of her business and management of Debtor's
property and to perform all legal services for the debtor-in-
possession which may be necessary in connection with the Chapter
11 case.

The hourly rates of professionals working on these cases are:

     Mr. Deschenes                   $250
     Lisa Peck, paralegal            $110
     Tricia McEwen, paralegal        $110
     Shane Yeager, paralegal         $110

The Debtors propose to employ Deschenes & Sullivan under a general
retainer.

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

Mr. Deschenes can be reached at:

     Deschenes & Sullivan Law Offices
     P.O. Box 3466
     Great Falls, MT 59403-3466
     Tel: (406) 761-6112

                   About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club Inc. filed for Chapter 11 on Nov. 10,
2008 (Bankr. D. Montana, Case No. 08-61570).  The Company's owner
affiliate Edra D. Blixseth, filed for Chapter 11 on March 27 (Case
No. 09-60452).  Ms. Blixseth listed estimated assets of $100
million to $500 million and estimated debts of $500 million to $1
billion.


YOUNG BROADCASTING: Bid Procedures Approved; June 19 Auction Set
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved on April 2, 2009, bidding procedures for either (a) a
potential refinancing or equity investment in Young Broadcasting
Inc. in support of a plan of reorganization or (b) the sale, as a
going concern, of all or part of the Debtors' businesses and/or
assets.

Bids must be accompanied, among others, by a good faith deposit in
an amount equal to the lesser of 10% of the bid amount and
$25 million in the form of a certified check or wire transfer.  If
deemed the winning bidder, the bidder will be required to provide
an additional cash deposit in order that the total deposit equals
10% of the value of the winning bid.

In connection with the proposed investment or sale transaction,
the Court also authorized the Debtors to enter into a stalking
horse agreement in connection with a proposed transaction, and
approved the Debtors' payment to the Prepetition Agent or
Prepetition Secured Lender selected as Stalking Horse Bidder an
expense reimbursement not to exceed $300,000 and a break-up fee of
no more than 3% of the purchase price.

The Stalking Horse Bidder will only be entitled to the expense
reimbursement and break-up fee if such bid is a cash bid or if
such bid is in excess of the Prepetition Agent's secured claim.
In no case will the termination fee be payable if the Stalking
Horse Agreement contains a contingency of any kind.

Competing bids are due on June 17, 2009.  In the event that
competing bids are received, an auction to determine the highest
and the best offer will be conducted on June 19, 2009, at 10:00
a.m. (Eastern) at the offices of Sonnenschein Nath & Rosenthal
LLP, 1221 Avenue of the Americas, New York, New York 10020.

The approval hearing will be held on June 25, 2009 at 10:00 a.m.
(Eastern).

Any objections relating to an equity investment or sale of all or
substantially all of the Debtors' assets will be filed with the
Court on or before June 23, 2009 at 4:00 p.m. (Eastern).

For information about the qualification process, please contact
Janine McGratch Shelffo, UBS Securities LLC, at (212) 821-6165,
janine.shelffo@ubs.com or Jo Christine Reed, Sonnenschein Nath &
Rosenthal LLP, at (212) 398-5236, jcreed@sonnenschein.com

A full-text copy of the approved Bid Procedures is available at:

    http://bankrupt.com/misc/Young.ApprovedBidProcedures.pdf

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette, LA
and KELO- TV - Sioux Falls, SD), one is affiliated with the NBC
Television Network (KWQC-TV - Davenport, IA) and one is affiliated
with MyNetwork (KRON-TV - San Francisco, CA).  In addition, KELO-
TV-Sioux Falls, SD is also the MyNetwork affiliate in that market
through the use of its digital channel capacity.

The Company and its affiliates filed for Chapter 11 protection on
February 13, 2009 (Bankr. S.D. N.Y. Lead Case No.:09-10645).  Jo
Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the Official Committtee of Unsecured Creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


YOUNG BROADCASTING: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Young Broadcasting, Inc., et al., filed with the U.S. Bankruptcy
Court for the Southern District of New York, their schedules of
assets and liabilities, disclosing:

    Name of Debtor                     Assets        Liabilities
    --------------                     ------        -----------
Young Broadcasting, Inc.           $1,625,801,970    $846,416,746
Young Broadcasting of S. Francisco    $24,360,823  $2,148,383,041
Young Broadcasting of Richmond        $13,496,791    $899,160,389
Young Broadcasting of Sioux Falls     $11,600,522    $899,038,378
Young Broadcasting of Green Bay       $10,334,346    $884,112,739
Young Broadcasting of Knoxville        $9,944,196    $863,185,483
Young Broadcasting of Nashville LLC    $8,986,371    $864,279,901
Young Broadcasting of Albany           $6,942,433    $878,943,275
Young Broadcasting of Louisiana        $6,869,082    $880,950,538
Young Broadcasting of Davenport        $6,708,041    $904,358,475
Young Broadcasting of Lansing          $6,637,300    $884,356,965
Adam Young, Inc.                       $2,872,735    $846,700,343
Young Broadcasting of Nashville Inc.   $2,434,405    $845,674,691
Young Broacasting of Rapid City        $1,916,109    $845,546,771
Young Broadcasting Shared Services       $416,742    $845,748,309
WATE, G.P.                                     $0    $900,608,846
WKRN, G.P.                                     $0    $879,129,165
KLFY, L.P.                                     $0    $878,946,057
Winnebago Television Corporation               $0    $845,466,906
LAT, Inc.                                      $0    $845,466,906
Young Broadcasting of Los Angeles              $0    $845,466,906
YBK, Inc.                                      $0    $845,466,906
YBT, Inc.                                      $0    $845,466,906
Honey Bucket Films, Inc.                       $0    $845,466,906
Fidelity Television, Inc.                      $0    $845,466,906

Copies of the SALs are available at:

http://bankrupt.com/misc/YoungBroadcastingInc.Schedules.pdf
http://bankrupt.com/misc/YoungBcastingofSanFrancisco.Sch.pdf
http://bankrupt.com/misc/YoungBcastingofRichmond.Schedules.pdf
http://bankrupt.com/misc/YoungBcastingofSiouxFalls.Schedules.pdf
http://bankrupt.com/misc/YoungBcastingofGreenBay.Schedules.pdf
http://bankrupt.com/misc/YoungBcastingofKnoxville.Schedules.pdf
http://bankrupt.com/misc/YoungBcastingofNashvilleLLC.Sch.pdf
http://bankrupt.com/misc/YoungBroadcastingofAlbany.Schedules.pdf
http://bankrupt.com/misc/YoungBcastingofLouisiana.Schedules.pdf
http://bankrupt.com/misc/YoungBcastingofDavenport.pdf
http://bankrupt.com/misc/YoungBcastingofLansing.Schedules.pdf
http://bankrupt.com/misc/AdamYoung,Schedules.pdf
http://bankrupt.com/misc/YoungBcastingofNashvilleInc.Sch.pdf
http://bankrupt.com/misc/YoungBcastingofRapidCity.Schedules.pdf
http://bankrupt.com/misc/YoungBcastingSharedServices.Sch.pdf
http://bankrupt.com/misc/WATE.G.P.Schedules.pdf
http://bankrupt.com/misc/WKRNG.P.Schedules.pdf
http://bankrupt.com/misc/KLFY.Schedules.pdf
http://bankrupt.com/misc/Winnebago.Schedules.pdf
http://bankrupt.com/misc/LATInc.Schedules.pdf
http://bankrupt.com/misc/YoungBcastingofLosAngeles.pdf
http://bankrupt.com/misc/YBKInc.Schedules.pdf
http://bankrupt.com/misc/YBTInc.Schedules.pdf
http://bankrupt.com/misc/HoneyBucket.Schedules.pdf
http://bankrupt.com/misc/FidelityTelevision.Schedules.pdf

The foregoing schedules were prepared by the Debtors' management
and are unaudited.  They remain subject to further review and
verification.  Subsequent information may result in material
changes to the schedules.

Young Broadcasting, Inc. -- http://www.youngbroadcasting.com/--
owns 10 television stations and the national television
representation firm, Adam Young Inc.  Five stations are affiliated
with the ABC Television Network (WKRN-TV - Nashville, TN, WTEN-TV
- Albany, NY, WRIC-TV - Richmond, VA, WATE-TV - Knoxville, TN, and
WBAY-TV -Green Bay, WI), three are affiliated with the CBS
Television Network (WLNS-TV - Lansing, MI, KLFY-TV - Lafayette,
LA, and KELO- TV - Sioux Falls, SD), one is affiliated with the
NBC Television Network (KWQC-TV - Davenport, IA) and one is
affiliated with MyNetwork (KRON-TV - San Francisco, CA).  In
addition, KELO-TV-Sioux Falls, SD is also the MyNetwork affiliate
in that market through the use of its digital channel capacity.

Young Broadcasting and affiliates filed for Chapter 11 protection
on February 13, 2009 (Bankr. S.D. N.Y., Lead Case No. 09-10645).
Jo Christine Reed, Esq., at Sonnenschein Nath & Rosenthal LLP,
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., at Paul Weiss Rifkind Wharton & Harrison LLP,
represents the Official Committtee of Unsecured Creditors as
counsel.  The Debtors selected UBS Securities LLC as consultant;
Ernst & Young LLP as accountant; Epiq Bankruptcy Solutions LLC as
claims agent; and David Pauker chief restructuring officer.  The
Debtors listed total assets of $575,600,070 and total debts of
$980,425,190.


ZOHAR WATERWORKS: Deep in Debt, Files for Chapter 11 Protection
---------------------------------------------------------------
According to Bloomberg's Bill Rochelle, Zohar Chief Financial
Officer Paul F. Tejada said the Company's debt is almost 20 times
cash flow.  Revenue of $42 million in 2007 declined to $37.4
million in 2008.  The net loss in 2008 was $11.9 million.

Zohar Waterworks LLC, together with an affiliate, has filed for
Chapter 11.  The Company in its bankruptcy petition listed assets
of $27.3 million against debt totaling $82.9 million.  It owes
$72.9 million to secured creditors.

Columbus, Ohio-based Zohar Waterworks manufactures the Oasis brand
water coolers and bottled water coolers.  Zohar Waterworks LLC,
together with an affiliate B2 International Corporation, filed for
Chapter 11 on April 2, 2009 (Bankr. D. Del. Case No. 09-11179).
The Debtor has tapped Derek C. Abbott, Esq., at Morris Nichols
Arsht & Tunnell LLP, as counsel.


ZOUNDS INC: U.S. Trustee Schedules Creditors Meeting on May 5
-------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Zounds, Inc.'s Chapter 11 case on May 5, 2009, at 10:00 a.m.,
at the US Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, Arizona.

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

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

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The Debtor filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey 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.


* Bill Bartmann Organizes Private Equity Fund to Buy Toxic Assets
-----------------------------------------------------------------
Bill Bartmann, co-founder of bankrupt Commercial Financial
Services, Inc, is organizing a private equity fund to help
investors purchase "toxic assets," which he predicts will attract
more than $1 billion in investments.  Industry professionals
define toxic assets as those that include commercial or
residential real estate loans that are not performing.  The loans
include collateralized mortgage obligations or debt securities
which are made up of subprime loans.

Mr. Bartmann said that the fund will take advantage of the Obama
administration's plan to auction off pools of toxic residential
mortgages through the Federal deposit Insurance Corp.  The
auctions are set up to help restore the nation's economy by
encouraging investment, helping the bank's balance sheets and
urging them to lend more freely.

The FDIC will back 5/6 of the purchase price of these toxic assets
and half of the remaining 1/6 of the price will be paid by the
Treasury Department with the other half being funded by investors,
including Mr. Bartmann's fund.

On March 23, the administration announced their intention to take
over up to $1 trillion in sour mortgage securities, with the help
of private investors.

Mr. Bartmann said that the offer will be very attractive to
investors with the FDIC's backing.  "The government is taking the
brunt of the risk, so the investor doesn't stand to lose a lot,"
said Mr. Bartmann.  "Some risk remains based largely on how the
assets perform."

Mr. Bartmann will be providing initial money while he seeks
contributions from sources including investment funds and hedge
funds.  Mr. Bartmann doesn't anticipate any problems in finding
investors in spite of the failure of his company, CFS, which
resulted in accusations of accounting fraud.  Mr. Bartmann was
found not guilty by a federal jury who unanimously acquitted him
as a bankruptcy judge apologized to him.  No fraud was discovered
at CFS, as intelligent investors will understand.

Mr. Bartmann conducts seminars on how to grow and succeed in
business.  He also looks forward to the release of his new book,
"Bailout Riches," expected to be available in May.  The book is
about how everyday investors can make a fortune buying bad loans
for pennies on the dollar.  Mr. Bartmann said that there is no
connection between the book and the fund.  The fund will accept
only sophisticated investors and the book is aimed at those who do
not qualify, but would like to invest elsewhere.

Bill Bartmann -- http://www.billionaire.com-- offers due-
diligence advice in his online course, Billionaire Business
Systems.  This course covers financial and legal issues of
starting, owning and operating a business.


* Blackstone May Raise $3-Bil. In Loans for Struggling Companies
----------------------------------------------------------------
To set up a fund to provide financing for businesses short of cash
or facing bankruptcy, Blackstone Group may raise as much as $3
billion, sources told James Kraus of Bloomberg News.  The report
adds that Blackstone is also raising $15 billion for the sixth
installment of Blackstone Capital Partners, a buyout fund.

Bloomberg News says that according to the New York Post, the fund
would be run by GSO Capital, and will provide debtor-in-possession
financing to companies that need capital to pay workers or
reorganize part of their business in a bankruptcy restructuring.

The Blackstone Group L.P. is an alternative asset manager and
provider of financial advisory services. It is an independent
alternative asset manager with assets under management of $94.56
billion, as of December 31, 2008. Its alternative asset management
businesses include the management of corporate private equity
funds, real estate funds, funds of hedge funds, credit-oriented
funds, collateralized loan obligation vehicles and publicly-
traded, closed-end mutual funds.  It also provides financial
advisory services, including corporate and mergers and
acquisitions advisory, restructuring and reorganization advisory
and fund placement services. It operates in four segments:
Corporate Private Equity, Real Estate, Marketable Alternative
Asset Management and Financial Advisory. On March 3, 2008, it
acquired GSO Capital Partners LP and certain of its affiliates.
In August 2008, it established a business group, Cleantech Energy
Group. In October 2008, it acquired Apria Healthcare Group Inc.


* Rep. Jerrold Nadler Proposes Bill to Undo 2005 BAPCPA Changes
---------------------------------------------------------------
Congressman Jerrold Nadler (NY-08), Chairman of the House
Judiciary Subcommittee on the Constitution, Civil Rights and Civil
Liberties, on April 2 introduced the Business Reorganization and
Job Preservation Act of 2009, which would amend the federal
bankruptcy code to repeal provisions of the Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005.

Mr. Nadler said in a statement, "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."

"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," added 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, Mr. Nadler's statement says, 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, Mr. Nadler said.

According to Bloomberg's Bill Rochelle, the bill by the New York
congressman would:

   -- delete the requirement imposed in 2005 that a company in
      Chapter 11 must elect within 210 days between assuming or
      rejecting leases;

   -- revoke the provision that enables unsecured suppliers to be
      paid in full for goods delivered within 20 days before
      bankruptcy;

   -- reduce the right of suppliers to reclaim goods to 10 days
      from 45; and

   -- take away the right that utility companies were given in
      2005 to receive security deposits or letters of credit to
      ensure payment.

According to Bill Rochelle, with respect to the 210-day limit, in
cases such as Circuit City Stores Inc. and Linens 'n Things Inc.,
creditors demanded liquidation so they could conduct going-out-of-
business sales before being forced out of the stores.  He added
that since GOB sales take almost four months, from start to
finish, many retailers have begun total liquidations three months
or so into Chapter 11.

                            The BAPCPA

In April 2005, Congress revised the Bankruptcy Code to counter
abuses in the bankruptcy system.  The Bankruptcy Abuse Prevention
and Consumer Protection Act of 2005 shortened debtors' time to
decide on whether to assume or reject leases to a mere seven
months, disallowed periodic extensions of the debtors' exclusive
periods to file a plan of reorganization, and limited bonuses to
managers through the key employee retention programs.

"BAPCPA's numerous creditor-friendly amendments and modifications
have profoundly impacted the Chapter 11 process, to the point that
it is nearly impossible for retailers to reorganize, regardless of
the prevailing national and international economic conditions,"
said Lawrence C. Gottlieb, Michael Klein, Ronald R. Sussman, in an
article titled BAPCPA's Effects on Retail Chapter 11s Are
Profound.

The article notes that BACPCA amended Section 365(d)(4) to require
debtors to assume or reject their real property leases within 120
says of filing, subject to an additional 90-day court-approved
extension.  Extensions beyond this initial 210-day period cannot
be granted without the consent of the landlord, regardless of the
size of the retailer.

According to Bankruptcy Creditors Service, Inc., many retailers
filed for bankruptcy with a prospect for reorganizing but ended up
closing their stores and liquidating inventory.  Retailers covered
by BCSI that were unable to keep their business or sell their
business as a going concern include Circuit City Stores, Inc.,
Linens 'n Things, Inc., Mervyn's LLC, Sharper Image and Levitz.

The mere 210-day period to decide on the leases, among other
changes, provided by the BAPCPA is viewed in some quarters as
causing retailers to begin liquidating unnecessarily within three
months into Chapter 11, Bloomberg's Bill Rochelle said.

Bob Duffy, senior managing director at FTI, said in an article
posted at http://www.turnaround.org/that BAPCPA critics contend
that the shortened timetable have had a chilling effect on
lenders' willingness to commit normal debtor-in-possession
financing to a debtor.  By accelerating the timetable to reject
store leases, BAPCPA has unwittingly put at risk the value of a
retail debtor's two largest sources of collateral: inventory and
store leases that can be assigned.

Alan D. Smith, Esq., at Perkins Coie LLP, in an article posted at
The Journal Corporate Renewal, said that while the 210-day period
may be long enough to determine which leases are under market and
thus more valuable for assignment or sale purposes, it often is
not nearly enough time to determine whether a debtor will survive
in its current form, whether it must reduce its operations in
certain geographic or other markets and, most significantly, which
locations will be most attractive to potential purchasers of the
business.

Robert L. Eisenbach III, Esq., at Cooley Godward Kronish LLP, said
that in the past, retailers usually evaluated sales at stores for
at least one holiday shopping season and sometimes two, before
deciding whether to retain the store.  Now a retailer has only
seven months to make that decision.  Pre-BAPCPA, debtors initially
had only 60 days to decide on leases, but they were allowed to
seek extensions without any statutory limitation.

Mr. Smith added that before the BAPCPA, many retail and other
debtors also raised significant amounts of money by selling "lease
designation rights" to one of a handful of real estate groups that
specialized in that arena.  In such a sale, a debtor obtained cash
and relief from post-petition rent obligations immediately because
the designation rights buyer assumed the obligation to pay all
regularly recurring occupancy costs.  "BAPCPA effectively killed
that market," Mr. Smith said.  He noted that even if a debtor
could easily identify surplus locations, the Section 365(d)(4)
does not provide enough time to produce a meaningful return on
most real estate portfolio.


* South Florida Consumer Bankruptcies Heightens
-----------------------------------------------
Patrick Danner and Patricia Mazzei at the Miami Herald reports
that the number of people filing for bankruptcy in South Florida
reached its highest level since October 2005 when sweeping reforms
to U.S. bankruptcy laws led to a crush of people seeking
protection from creditors.

The report relates that the consumers rushed to file for
bankruptcy in 2005, ahead of the Bankruptcy Abuse Prevention and
Consumer Protection Act. Under that law, debtors who can repay
part of their debt are no longer allowed to simply wipe the slate
clean by filing for Chapter 7 liquidation. Banks and credit card
companies backed the legislation.

Critics contend the reforms have failed to direct more debtors
from Chapter 7 liquidation into Chapter 13 reorganization, where
they would repay some or all of their debts.

The report notes Miami bankruptcy lawyer Patrick L. Cordero as
saying, "I've had more clientele come in than ever before that are
unemployed. There are just no jobs." Many of the people Mr.
Cordero is seeing worked in the real estate industry, such as
mortgage brokers, appraisers and construction workers.

According to Miami Herald, the 2,247 consumer bankruptcy filings
in South Florida in March were the most since 11,286 filings were
recorded in October 2005. Last month's filings represent a 57%
jump from the 1,426 filings in March 2008 and a 35% increase from
February.

Mr. Cordero said it's too soon to know if filings will increase
through the rest of this year.  A lot depends, he said, on federal
efforts to aid homeowners struggling to hang on to their homes.

As for business filings, Miami Herald said there were 129 in
March, up from 82 a year ago. There were 105 filings in February.
There were 54 business filings in Miami-Dade and 39 in Broward
last month.


* U.S. Treasury Won't "Go Begging" for Buyers of Its Debt
---------------------------------------------------------
Bloomberg News says that according to a report by Goldman Sachs
Group Inc., the U.S. Treasury won't "go begging" for buyers of its
debt as households and the Federal Reserve increase their holdings
of government bonds.

"The fact that yields have remained at historic lows while the
Treasury has been borrowing heavily is itself testimony to the
strong demand for Treasury securities.  The U.S. Treasury will not
go begging as it finds that an already heavy auction schedule may
need to be increased further if our estimates are right," the
report said.

Yields may rise "to induce some of these purchases," economists
Jan Hatzius, Ed McKelvey and Alec Phillips in a note wrote to
clients. According to Candice Zachariahs of Bloomberg the report
said that the Treasury will sell a net $1.7 trillion of debt in
the second half of this fiscal year, followed by $1.4 trillion in
2010 and $1 trillion in 2011.

Ten-year note yields rose three basis points to 2.69% as of 7:30
a.m. in London, on April 2, according to BGCantor Market Data.
The price of the 2.75 percent security due in February 2019 fell
1/4, or $2.50 per $1,000 face amount, to 100 18/32.


* Sandeep Qusba Joins Simpson Thacher & Bartlett as Partner
-----------------------------------------------------------
Simpson Thacher & Bartlett LLP reported that Sandeep Qusba has
joined the Firm as a partner in its Bankruptcy and Restructuring
practice.

"Simpson Thacher is a leader in helping clients address the
complex issues that arise when a company faces financial
distress," said Pete Ruegger, Chairman of Simpson Thacher's
Executive Committee.  "Sandy is a welcome addition to our
bankruptcy and restructuring practice and will enhance our
capacity to advise clients who face these challenging situations."

"Sandy Qusba is one of the best and the brightest bankruptcy
lawyers with whom I have worked," added Peter Pantaleo, head of
Simpson Thacher's Bankruptcy and Restructuring group.   "His
talent and experience will help us meet the growing needs of our
clients for advice in the bankruptcy and restructuring area."

Mr. Qusba's practice focuses on bankruptcy and out-of-court
restructurings as well as distressed company acquisitions.  His
experience spans a wide range of industries including the
healthcare, energy, automotive, manufacturing, telecommunications
and other technology sectors.

"I'm thrilled to be joining Simpson Thacher.  The Firm's
unparalleled strength across its many practice areas, including
credit, corporate finance, mergers and acquisitions, governance,
litigation as well as bankruptcy and restructuring, enable it to
advise on a comprehensive range of solutions to the complexities
faced by companies and financial institutions in today's economy,"
added Mr. Qusba.  "The Firm offers an ideal platform for me to
provide my clients the comprehensive legal services demanded in
today's turbulent environment."

Mr. Qusba is a graduate of Tufts University and received his J.D.
cum laude from Syracuse University.  He served as a law clerk for
Chief Judge Stephen D. Gerling in the U.S. Bankruptcy Court of the
Northern District of New York.  Prior to joining Simpson Thacher,
he was a partner at White & Case.

Attorneys at Simpson Thacher provide comprehensive services to
clients an all aspects of restructuring and bankruptcy, from the
first signs of financial distress to the filing and resolution of
complex Chapter 11 cases.  Whether a company finds itself facing
cash flow issues, imminent debt maturities or is considering
filing for bankruptcy, the Firm is adept at helping clients
successfully meet their challenges.

The Firm regularly advises clients on a wide range of alternatives
including  debt refinancings and balance sheet restructurings as
well as representing parties in some of the largest and most
complex bankruptcies and restructurings in the country and
internationally.  The Firm's lawyers play a leading role in
finding unique and innovative solutions for the complicated
problems that often arise on large multi-party cases.  The Firm's
broad experience covers almost every industry including airline,
automotive, cable and telecommunications, consumer products,
energy, healthcare, manufacturing, real estate, retail, steel and
textile, among others.

                  About Simpson Thacher & Bartlett

Simpson Thacher & Bartlett LLP -- http://www.simpsonthacher.com--
is a leading global law firm with offices in New York, Beijing,
Hong Kong, London, Los Angeles, Palo Alto, Tokyo, and Washington,
D.C.  Established in 1884, the Firm has more than 800 lawyers.
Globally, the Firm provides coordinated legal advice on the
world's largest and most complex corporate transactions and
litigation matters.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                                 Total
                                                Share-      Total
                                     Total    Holders'    Working
                                    Assets      Equity    Capital
Company             Ticker          ($MM)       ($MM)      ($MM)
-------             ------         ------    --------    -------
ABSOLUTE SOFTWRE     ABT CN            107          (7)        24
AMR CORP             AMR US         25,175      (2,935)    (3,439)
ARBITRON INC         ARB US            200         (14)       (29)
ARRAY BIOPHARMA      ARRY US           136         (27)        54
AUTOZONE INC         AZO US          5,235        (187)       112
BARE ESCENTUALS      BARE US           300          (0)       146
BLOUNT INTL          BLT US            500         (44)       128
BOEING CO            BA US          53,779      (1,294)    (4,961)
BOEING CO            BAB BB         53,779      (1,294)    (4,961)
BOEING CO-CED        BA AR          53,779      (1,294)    (4,961)
CABLEVISION SYS      CVC US          9,383      (5,354)      (438)
CENTENNIAL COMM      CYCL US         1,432      (1,021)       101
CENVEO INC           CVO US          1,552        (221)       190
CHENIERE ENERGY      LNG US          2,922        (354)       350
CHENIERE ENERGY      CQP US          1,979        (352)       139
CHOICE HOTELS        CHH US            328        (138)       (15)
CLOROX CO            CLX US          4,398        (403)      (389)
COCA-COLA ENTER      CCE US         15,589         (31)      (491)
CV THERAPEUTICS      CVTX US           364        (222)       246
DELTEK INC           PROJ US           193         (54)        35
DEXCOM               DXCM US            44         (39)        17
DISH NETWORK-A       DISH US         6,460      (1,949)      (882)
DOMINO'S PIZZA       DPZ US            464      (1,425)       105
DUN & BRADSTREET     DNB US          1,586        (851)      (213)
EMBARQ CORP          EQ US           8,371        (608)        (6)
ENERGY SAV INCOM     SIF-U CN          552        (423)      (162)
EXELIXIS INC         EXEL US           402         (56)        82
EXTENDICARE REAL     EXE-U CN        1,806         (40)        95
FORD MOTOR CO        F US          222,977     (18,651)   (13,313)
GARTNER INC          IT US           1,093         (21)      (238)
GENTEK INC           GETI US           425         (22)        88
HEALTHSOUTH CORP     HLS US          1,998        (700)       (64)
IMAX CORP            IMX CN            238         (91)        41
IMAX CORP            IMAX US           238         (91)        41
IMS HEALTH INC       RX US           2,087        (153)       231
INTERMUNE INC        ITMN US           172        (125)        97
IPCS INC             IPCS US           538         (48)        49
JOHN BEAN TECH       JBT US            591          (9)        93
KNOLOGY INC          KNOL US           643         (56)        26
LINEAR TECH CORP     LLTC US         1,494        (310)       992
MEAD JOHNSON-A       MJN US          1,361      (1,396)        64
MEDIACOM COMM-A      MCCC US         3,719        (347)      (274)
MOODY'S CORP         MCO US          1,773        (994)      (584)
NATIONAL CINEMED     NCMI US           610        (526)        96
NAVISTAR INTL        NAV US          9,623      (1,493)     1,367
NPS PHARM INC        NPSP US           204        (215)        97
OCH-ZIFF CAPIT-A     OZM US          2,003        (219)       N.A.
OSIRIS THERAPEUT     OSIR US           137          (5)        71
OVERSTOCK.COM        OSTK US           172          (3)        40
PALM INC             PALM US           656         (84)        31
PDL BIOPHARMA IN     PDLI US           191        (353)       149
QWEST COMMUNICAT     Q US           20,182      (1,449)      (883)
REGAL ENTERTAI-A     RGC US          2,600        (242)       (93)
RENAISSANCE LEA      RLRN US            57          (5)       (15)
SALLY BEAUTY HOL     SBH US          1,489        (720)       365
SEALY CORP           ZZ US             889        (162)        34
SONIC CORP           SONC US           818         (55)        (9)
STAR SCIENTIFIC      STSI US            12          (0)         6
SUCCESSFACTORS I     SFSF US           170          (5)         3
SUN COMMUNITIES      SUI US          1,207         (28)       N.A.
TAUBMAN CENTERS      TCO US          3,072        (163)       N.A.
TEAL EXPLORATION     TEL SJ             50         (72)      (105)
THERAVANCE           THRX US           236        (135)       166
UAL CORP             UAUA US        19,461      (2,465)    (2,420)
UNITED RENTALS       URI US          4,191         (29)       276
VERIFONE HOLDING     PAY US            840         (38)       308
VERIFONE HOLDING     VF2 GR            840         (38)       308
VERIFONE HOLDING     PAY IT            840         (38)       308
WEIGHT WATCHERS      WTW US          1,107        (888)      (270)
WESTERN UNION        WU US           5,578          (8)       528
WR GRACE & CO        GRA US          3,876        (354)       965
YUM! BRANDS INC      YUM US          6,527        (108)      (771)



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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