TCR_Public/090408.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 8, 2009, Vol. 13, No. 97

                            Headlines


ACTIVE WALLACE: U.S. Trustee Picks 7-Member Creditors Committee
ADVANTAGE RENT-A-CAR: Hertz Global Buys Firm's Assets for $33MM
ALBERT LINDLEY: Files for Chapter 11 Bankruptcy Protection
ATA AIRLINES: Chapter 11 Plan Declared Effective March 31
ATA AIRLINES: Court OKs Claim Agreement with City of Phoenix

ATA AIRLINES: Plan Trustee Seeks to Sell Equipment for $150,000
AXIUM INTERNATIONAL: Trustee Sues Former Officers for $100 Million
BARRINGTON BROADCASTING: Moody's Raises Sr. Bond Ratings to 'Caa3'
BEARINGPOINT INC: PwC to Pay $38MM for Japan Unit's Shares
BEARINGPOINT INC: Bid Protocol Approved; April 15 Auction Set

BEARINGPOINT INC: Cash Collateral Hearing Adjourned to April 15
BERNARD L. MADOFF: Trustee Seeks Counsel for Luxembourg Pursuit
BERNARD L. MADOFF: Trustee to Sell Some Units to Castor Pollux
BERNARD L. MADOFF: Court Lets Trustee Sell Market-Making Operation
BOATERS WAREHOUSE: Voluntary Chapter 11 Case Summary

BSC DEV'T: Statler Receivers Agree to Pay National Fuel $10,000
BUFFALO THUNDER: Moody's Withdraws 'Caa3' Corporate Family Rating
CALABASAS AUTO GROUP: Voluntary Chapter 11 Case Summary
CAPITAL AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B'
CDM PROPERTIES: Voluntary Chapter 11 Case Summary

CENTRAL CORPORATE: S&P Withdraws '--/Watch Neg/B' Credit Rating
CENTURY ALUMINUM: Moody's Junks Corporate Family Rating from 'B2'
CHARTER COMMUNICATIONS: Showdown with JPMorgan Set for April 29
CHEM RX: Covenant Violations Cue Moody's Junk Corporate Rating
CHUKCHANSI ECONOMIC: Moody's Cuts Corporate Family Rating to 'B3'

CITIGROUP INC: Names Mike Corbat as Citi Holdings CEO
CORPUS CHRISTI: Involuntary Chapter 11 Case Summary
CRUSADER ENERGY: Gets Court Okay on Vinson & Elkins as Counsel
CRUSADER ENERGY: Gets Interim Access to JPMorgan Cash Collateral
CRUSADER ENERGY: Jefferies & Co. Can Initially Serve as Advisors

CRUSADER ENERGY: SALs and SOFAs Deadline Extended to May 6
CUSTOM CRAFTERS: Voluntary Chapter 11 Case Summary
DAVID BARROSO: Voluntary Chapter 11 Case Summary
DOUBLE JJ RANCH: Assets to Sold for $9.75MM Under Confirmed Plan
EASTERN CORPORATE: S&P Withdraws '--/Watch Neg/B' Credit Rating

EDRA D BLIXSETH: Sec. 341(a) Meeting Set for April 30 in Montana
EPIX PHARMACEUTICALS: Launches Distressed Debt Offer; Might File
FEDERAL-MOGUL CORPORATION: Moody's Cuts Corporate Rating to 'B1'
FORD MOTOR: Completion of Tender Offers Cue S&P's 'SD' Rating
FRONTIER COMMUNICATIONS: Fitch Puts 'BB' Rating on $600 Mil. Debt

FRONTIER COMMUNICATIONS: S&P Affirms 'BB' Rating on 2014 Notes
GEHL CO: Breaches Banking Pacts, May File for Ch. 11 Bankruptcy
GENERAL MOTORS: Works With Segway to Develop Scooter
GENERAL MOTORS: Speeds Up Preparations for Possible Bankruptcy
GENERAL MOTORS: Levin Says Bondholders Will Be Wiped Out in Ch. 11

GENERAL MOTORS: Saab Unit Attracts 20 Potential Bidders
GLOBAL MOTORSPORT: Wants Plan Filing Period Extended to July 31
GREENWICH ASSOCIATION: Voluntary Chapter 11 Case Summary
HARVEST OIL: Wants to Hire Adams and Reese as Counsel
HARVEST OIL: Wants Schedules & SOFA Filing Extended Until May 15

HILITE INTERNATIONAL: Moody's Downgrades Default Rating to 'Caa2'
HOUSTON PROMENADE: Voluntary Chapter 11 Case Summary
IDEARC INC: Gets Initial Nod for Fulbright & Jaworski as Counsel
INDIANAPOLIS DOWNS: S&P Puts 'B-' Rating on $100 Mil. Facilities
INVERNESS MEDICAL: S&P Gives Positive Outlook; Keeps 'B+' Ratings

JAMIE VERGARA: Schedules $12.8MM in Assets and $32.5MM in Debts
JANE & COMPANY: Files for Chapter 11 Bankruptcy Protection
JANE & COMPANY: Case Summary & 30 Largest Unsecured Creditors
JH&KC ENTERPRISES: Voluntary Chapter 11 Case Summary
JOHNSONDIVERSEY INC: Fitch Affirms Issuer Default Rating at 'B-'

JOYA JOHNSON: Voluntary Chapter 11 Case Summary
KANSAS CITY: S&P Affirms 'B' Long-Term Corporate Credit Rating
KNIGHT-CELOTEX: Files for Chapter 11 Bankruptcy Protection
KNIGHT-CELOTEX: Case Summary & 20 Largest Unsecured Creditors
KOBRA PROPERTIES: Court Okays Steven Victor as Chapter 11 Trustee

LANDSOURCE COMMUNITIES: Sues Defaulting Los Angeles Purchaser
LANDSOURCE COMMUNITIES: Continues as Going Concern Under New Plan
LANDSOURCE COMMUNITIES: Disclosure Statement Hearing on April 17
LEVEL 3: S&P Assigns 'B+' Rating on $220 Mil. Senior Tranche
LINDA CATRON: Voluntary Chapter 11 Case Summary

M W SEWALL: Wants Access to TD Bank Cash Collateral 'Til Sept. 30
M&K REAL ESTATE: Voluntary Chapter 11 Case Summary
MERVYN'S LLC: Target Wants Out of Suit Filed Against Sun Capital
METALS USA: Moody's Downgrades Corporate Family Rating to 'B3'
MID-STATES EXPRESS: Voluntary Chapter 11 Case Summary

MORTGAGES LTD.: Investors Committee's Plan Heads for Confirmation
NEW CENTURY ENERGY: May Use Laurus Cash Collateral Until May 15
NORANDA ALUMINUM: S&P Downgrades Corporate Credit Rating to 'SD'
NOVA HOLDING: Can Hire Epiq Bankruptcy as Claims, Noticing Agent
NOVA HOLDING: Can Initially Use WestLB Cash Collateral 'Til May 1

OLD HILLCROFT: Voluntary Chapter 11 Case Summary
PARK AT ASPEN: Files for Chapter 11 Bankruptcy Protection
PB SURF: Voluntary Chapter 11 Case Summary
PHILADELPHIA NEWSPAPERS: Court Postpones Hearing on DIP Financing
PLY GEM: S&P Withdraws 'SD' Corporate Credit Rating

POLAROID CORP: Judge Declines to Approve Patriarch Sale
POTOMAC EDISON: Fitch Raises Issuer Default Rating from 'BB+'
PROSPECT MEDICAL: S&P Puts 'B-' Ratings on Negative CreditWatch
RITZ CAMERA: Expects to Liquidate Over $50 Million in Inventory
SERENDIPITY ENTERTAINMENT: Voluntary Chapter 11 Case Summary

SIERRA TRIPLE NET: Voluntary Chapter 11 Case Summary
SILICON GRAPHICS: Donlin Recano Approved as Claims Agent
SILICON GRAPHICS: Moves to Sell All Assets to Rackable for $25MM
STAR TRIBUNE: Employees Launch Online Campaign to Save Newspaper
SUN MICROSYSTEMS: S&P Puts 'BB+' Rating on Developing CreditWatch

SUN-TIMES MEDIA: U.S. Trustee Sets Creditors Meeting for April 29
SUN-TIMES MEDIA: Kurztman Carson Approved as Claims Agent
SYNTAX-BRILLIAN: Asks Court's Approval of Sale of Olevia Brand
SYNTAX-BRILLIAN: Wants Solicitation Period Extended to May 11
TEAM FINANCIAL: Files Chapter 11 Following Banks' Takeover

THE VICTOR GROUP: Chapter 7 Trustee Selling 2 Vehicles for $6,000
TOJU EKWEJUNOR: Voluntary Chapter 11 Case Summary
TOLL BROTHERS: Moody's Gives Negative Outlook; Holds 'Ba1' Rating
TOUSA INC: Asks Court to Approve New Home Warranty Program
TOUSA INC: District Court Affirms Final Cash Collateral Order

TOUSA INC: Files Form 10-Q Report for Quarter Ended June 2008
TOWN CENTRE: Case Summary & 20 Largest Unsecured Creditors
TUSCANY PRESERVE: Files for Chapter 11 Bankruptcy Protection
TVI CORPORATION: Seeks Duane Morris as Counsel
VCA ANTECH: Moody's Upgrades Corporate Family Rating to 'Ba2'

VIRGINIA RETIREMENT: Voluntary Chapter 11 Case Summary
VISION FOR SOULS: Voluntary Chapter 11 Case Summary
WILDFLOWER TDS: Case Summary & Seven Largest Unsecured Creditors
WYNNE RESIDENTIAL: Voluntary Chapter 11 Case Summary
ZOUNDS INC: Blames Bankruptcy on Investors & High Mall Rents

ZOUNDS INC: Wants to Hire Squire Sanders as Bankruptcy Counsel

* Patton Boggs Hires Three New Partners

* Upcoming Meetings, Conferences and Seminars


                            *********


ACTIVE WALLACE: U.S. Trustee Picks 7-Member Creditors Committee
---------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 case of The Active Wallace Group.

The panel consists of:

1. Nike USA
   Attn: Jim Sarray
   Customer Financial Services Director
   1 Bowerman Drive
   Beaverton, OR 97005
   Tel:(503) 671-5758

2. Sole Technology
   Attn: Allison Bogart
   Credit and Collections Manager
   20162 Windeow Drive
   Lake Forest, CA 92630

3. Advantage Construction
   Attn: Andrew Schiavo
   18195 Mockingbird Cyn
   Riverside, CA 92504
   Tel: (714) 329-0245

4. Hurley International
   Attn: Tim Carney
   Director of Credit
   1945 Placentia Avenue
   Costa Mesa, CA 92627
   Tel: (949) 548-9375

5. One Distribution
   Attn: Scott Bailey, President
   3233 W. Harvard St.
   Santa Ana, CA 92704
   Tel: (714) 436-5771 x.103

6. Ezekiel
   Attn: Steven Kurtzman, CEO
   17822 Gillette Ave., Ste. B
   Irvine, CA 92614
   Tel: (949) 266-3400

7. Matix Clothing
   Attn: Mark Feig, Sr. Vice President
   955 Francisco St.
   Torrance, CA 90502
   Tel:(310) 715-8300

                  About The Active Wallace Group

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

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


ADVANTAGE RENT-A-CAR: Hertz Global Buys Firm's Assets for $33MM
---------------------------------------------------------------
Orlando Business Journal reports that Hertz Global Holdings, Inc.,
has purchased Advantage Rent-A-Car's assets for approximately
$33 million.  The purchase would close on April 8, 2009.

As reported by the Troubled Company Reporter on April 2, 2009,
Hertz Global won the right to purchase certain assets of Advantage
Rent-A-Car which generated full year 2008 revenues of about $146
million.

Hertz Global, according to Business Journal, said that it will
operate Advantage brand locations in 16 cities nationwide.

                        About Hertz Corp.

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

                   About Advantage Rent A Car

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

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


ALBERT LINDLEY: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
News10now.com reports that The Albert Lindley Lee Memorial
Hospital, a.k.a. A.L. Lee Memorial Hospital, has filed for Chapter
11 bankruptcy protection.

According to News10now.com, Albert Lindley Lee Memorial was
scheduled to close.  News10now.com relates that Oswego Health is
taking over Lee Memorial.  News10now.com states that the facility
would stop its in-patient care service by next week and transition
to a strictly out-patient facility by the end of the month.

News10now.com relates that Albert Lindley Lee Memorial said that
it is filing for bankruptcy to help with financial obligations as
the facility winds down its operations.  The hospital, according
to the report, said that its bankruptcy filing won't disrupt
employee pay.  The hospital said that it will continue to assist
displaced workers, the report states.

Fulton, New York-based The Albert Lindley Lee Memorial Hospital,
a.k.a. A.L. Lee Memorial Hospital, filed for Chapter 11 bankruptcy
protection on April 3, 2009 (Bankr. N.D. N.Y. Case No. 09-30845).
Stephen A. Donato, Esq., at Bond, Schoeneck & King, PLLC, assists
the Company in its restructuring effort.  The Company listed
$17,167,501 in assets and $12,281,735 in debts.


ATA AIRLINES: Chapter 11 Plan Declared Effective March 31
---------------------------------------------------------
ATA Airlines Inc.'s First Amended Chapter 11 Plan became effective
March 31, 2009, barely a week after it was confirmed by the U.S.
Bankruptcy Court for the Southern District of Indiana.

The Plan, which was confirmed on March 26, 2009, generally
provides for the settlement of claims and equity interests
asserted against ATA Airlines.  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' Plan also embodies the terms of the global
settlement ATA 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 labor unions and
the terminated employees against the airline.

The Plan also provides for the sale of ATA Airlines' $7.5 million
worth of assets to Southwest Airlines Co., including its 14
takeoff and landing slots at LaGuardia Airport in New York.

                      Claims Bar Dates

Pursuant to the Plan, creditors are given until April 30, 2009,
to file their applications or other requests for payment of
administrative claims arising on or before March 26, 2009.
Meanwhile, any party to an executory contract that was rejected
under the Plan is required to file a proof of claim on or before
April 27, 2009, for any damages resulting from the rejection of
the contract.

Each rejection damages claim or application for administrative
payment must be transmitted and delivered with the original
signature so that it is actually received on or before the
deadline by ATA Airlines' claims agent, BMC Group Inc., at this
address:

  By Mail:
  --------
  ATA Airlines Inc.
  c/o BMC Group Inc.
  PO Box 921
  El Segundo, CA 90245-0921

  By Hand or Overnight Delivery:
  ------------------------------
  ATA Airlines, Inc.
  c/o BMC Group, Inc.
  444 N. Nash St.
  El Segundo, CA 90245

                        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)


ATA AIRLINES: Court OKs Claim Agreement with City of Phoenix
------------------------------------------------------------
ATA Airlines Inc. asks the U.S. Bankruptcy Court for the Southern
District of Indiana to approve its agreement with the city of
Phoenix, in Arizona.

ATA Airlines and Phoenix inked the agreement to provide that the
Court's order confirming ATA Airlines' First Amended Chapter 11
Plan will not prejudice Phoenix's right to recover on its general
unsecured claim of $90,005 or to the rights of the airline to
object to the claim pursuant to the Plan.

Under the confirmation order, Phoenix is merely granted an
allowed general unsecured claim for $5,200 on account of the
rejection of its executory contracts with ATA Airlines.  The city
is also not entitled to any administrative claim against ATA
Airlines, whether arising under their executory contract or
otherwise, and any administrative claims are disallowed.

ATA Airlines says that the order approving the agreement merely
preserves the parties' rights without prejudicing the rights of
any other creditor.  ATA says that the agreement does not require
modification of the confirmation order.

A hearing to consider approval of the Plan Trustee's request is
scheduled for April 8, 2009.

                        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
October 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 January 31, 2006.  The Debtors'
emerged from bankruptcy on February 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
February 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)


ATA AIRLINES: Plan Trustee Seeks to Sell Equipment for $150,000
---------------------------------------------------------------
Steven Turoff, Plan Trustee under the confirmed First Amended
Chapter 11 Plan of ATA Airlines Inc., seeks approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to sell
equipment to Lufthansa Technik Tulsa Corp. for $150,000.

The equipment, a CFM56-7 thrust reverser half, is currently in
the custody of Lufthansa.  It was sent to the company by ATA
Airlines for repair prior to its bankruptcy filing.

The Plan Trustee has not reportedly marketed the thrust reverser
to other companies other than Lufthansa due to its "heavily
damaged state."  The estimated costs for Lufthansa to repair the
equipment would be about $215,000.  The equipment may also be
sold at auction for less than $400,000.

"The Plan Trustee has determined that [Lufthansa's] offer is the
highest and best offer that the Plan Trustee will receive for the
thrust reverser," Terry Hall, Esq., at Baker & Daniels LLP, in
Indianapolis, Indiana, says on behalf of the Plan Trustee.

San Antonio Aerospace L.P. notes in a statement filed in the
Court that it won't oppose the approval of the motion so long as
the Plan Trustee does not destroy any records or materials that
are or may be relevant to pending litigation involving ATA
Airlines.  SAA suggests that the Plan Trustee maintain an
inventory of records that will be destroyed.

The Court will also hear today the Plan Trustee's request to
abandon and destroy certain ATA records.

As a result of ATA Airlines Inc.'s former flight operations, the
Plan Trust is in possession of a variety of paper and electronic
records that were necessary for an operating airline, but are now
merely burdensome to a liquidating vehicle like the Plan Trust.
Many of these records -- the PII Records -- contain personally
identifiable information.  For example, the PII Records include
employee records containing names, social security numbers,
addresses, phone numbers, bank account numbers, employment
histories, employee training records and other personnel records,
and customer records containing names, credit card account
numbers and addresses.

Ms. Hall says the request is in accordance with the federal
regulations governing certificated air carriers, which authorize
the destruction of records when an airline is liquidated.

"As [ATA Airlines'] business has been liquidated and [ATA
Airlines'] will be dissolved under applicable law, the relief
requested is appropriate," Ms. Hall says.

"Retention of the records would be burdensome to the estate, in
that the Plan Trust might be required to hire employees or pay a
record-keeping service to store the records and to respond to
requests for documents" Ms. Hall further says.  She adds that the
records also contain sensitive information that could harm ATA
Airlines' former employees and customers if inadvertently
released.

The Plan Trustee also asks the Court to relieve ATA Airlines and
its successors from (i) any duty to comply with record retention
requirements imposed by any federal or state statutes or other
regulations; (ii) from any duty to respond to requests or demands
for the records; and (iii) from any liability for noncompliance
with those requests or demands for the records.

                        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
February 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)


AXIUM INTERNATIONAL: Trustee Sues Former Officers for $100 Million
------------------------------------------------------------------
The Chapter 7 trustee for Axium International Inc. filed a lawsuit
against former company officers including John Visconti, the
former chairman and chief executive, Bloomberg's Bill Rochelle
reported.

According to Bill Rochelle, the $100 million suit contends the
officers violated their duties to the company by allowing
"profligate corporate spending" and permitting payroll taxes to go
unpaid, resulting in a claim for $100 million in unpaid taxes.
The complaint also alleges the managers took money for their own
use that wasn't declared as personal income.

As reported by the Troubled Company Reporter on March 3, Howard M.
Ehrenberg, partner at Los Angeles-based SulmeyerKupetz law firm
and the court appointed Chapter 7 bankruptcy Trustee for Axium
International, Inc., and its subsidiaries, has sued BDO Global in
New York Federal Court and BDO Seidman in arbitration for gross
negligence for their "massive multiple audit failures."

Mr. Ehrenberg said that he was "stunned" when he discovered that
Axium significantly underpaid federal payroll taxes.  According to
the IRS claim, the underpayment exceeds $100 million.  BDO
Seidman's certified financial audits, however, had painted the
picture of a substantially profitable company.

"At the end of the day, it wasn't substantially, or partially, or
even narrowly a profitable company.  It was insolvent," said
Ehrenberg.

BDO Seidman, LLP, is the United States BDO entity that performed
the Axium audits and BDO Global, B.V., manages and controls BDO
firms worldwide and is responsible for the standards to be
followed in all BDO audits, including the Axium audits.

The complaint charges that BDO Seidman's certified financial
statements "were a sham."  The complaint further states that BDO
Global promised "strict quality control" over its agent, BDO
Seidman, but "BDO Global broke its promise."  The complaint notes
that when BDO Global broke its word, and BDO Seidman missed over
$100 million in liabilities, huge losses followed.   The complaint
was filed by the Los Angeles-based law firm of Thomas, Alexander &
Forrester, LLP.

As a payroll company, Axium's business was to pay the studio's
payrolls to employees and to pay the payroll taxes to the
government.  However, Axium significantly underpaid the taxes for
years, and BDO missed it "year after year," says the complaint.
In fact, Steven Thomas, partner at Thomas, Alexander & Forrester,
says in the complaint that BDO's final reports, prepared just
months prior to Axium's bankruptcy falsely "gave Axium a clean
bill of health."

                            About Axium

Axium International Inc. -- http://www.axium.com/-- provides
payroll solutions for production.  It offers various financial
services and technology for the entertainment industry through
Axium Global and Axium Global Workforce.  It serves companies
ranging from mid-market to Fortune 500.  Axium International has
offices in Los Angeles, New York, Burbank, Hollywood, Las Vegas,
Toronto, Vancouver and London.  The company filed for protection
under Chapter 7 of the Bankruptcy Code on Jan. 8, 2008 (Bankr.
C.D. Calif. Case No. 08-10277).  Howard M. Ehrenberg, a partner at
SulmeyerKupetz, has been appointed as Chapter 7 Trustee.


BARRINGTON BROADCASTING: Moody's Raises Sr. Bond Ratings to 'Caa3'
------------------------------------------------------------------
Moody's Investors Service changed the probability of default
rating for Barrington Broadcasting Group LLC to Caa1 from Caa1/LD
and upgraded the rating on its senior subordinated bonds to Caa3
from C.

These changes are in line with the expectations outlined by
Moody's in the April 1, 2009, press release on Barrington.

The raised rating on the senior subordinated notes is consistent
with Moody's Loss Given Default framework based on the company's
capital structure after its recent debt purchases, which were
considered a distressed exchange by Moody's.

A summary of the actions follows.

Barrington Broadcasting Group LLC

  -- Probability of Default Rating, Adjusted to Caa1 from Caa1/LD

  -- Senior Subordinated Regular Bonds, Upgraded to Caa3, LGD5,
     89% from C, LGD5, 83%

The last rating action was on April 1, 2009, when Moody's affirmed
Barrington's Caa1 corporate family rating and changed its
probability of default rating to Caa1/LD from Caa2.

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


BEARINGPOINT INC: PwC to Pay $38MM for Japan Unit's Shares
----------------------------------------------------------
BearingPoint International Bermuda Holdings Limited, an indirect
subsidiary of BearingPoint, Inc., on April 2, 2009, entered into a
Share Sale Agreement with PwC Advisory Co., Ltd., the Japanese
affiliate of PricewaterhouseCoopers LLP, for the sale of the
Company's consulting business in Japan to PwC Japan.

Pursuant to the Share Sale Agreement, PwC Japan agreed to purchase
BearingPoint Co., Ltd. (Chiyoda-ku), an indirect, wholly owned
subsidiary of the Company, through the purchase of all issued and
outstanding shares of BearingPoint Japan.  The Company expects to
generate cash of roughly $45 million in connection with the
Transaction, including roughly $38.4 million in cash for the
Shares and $6.6 million in cash from the repayment of intercompany
charges owed by BearingPoint Japan to the Company, subject to
adjustment.  In addition, in connection with the Transaction, PwC
Japan will assume the intercompany debt owed by certain non-Debtor
subsidiaries of the Company to BearingPoint Japan.

On March 23, 2009, the Company announced the planned sale of
substantially all of its business to a number of parties, which
the Company expects will result in modifications to its proposed
plan of reorganization.

The consummation of the PwC Transaction is expected to occur on or
prior to April 28, 2009, and is subject to customary closing
conditions, including the delivery of a transition services
agreement and various other transaction documents on or prior to
Closing.

Key terms of the Share Sale Agreement are:

   -- Payment of Net Payables to the Company by BearingPoint Japan

The Share Sale Agreement permits the payment of any payables owed
by BearingPoint Japan to the Company or its other subsidiaries net
of any receivables owed to BearingPoint Japan from any such
entity.  The settlement of any inter-company payables and
receivables between BearingPoint Japan and the Company requires
approval of the Bankruptcy Court.  The approval is not a condition
to closing of the sale of BearingPoint Japan to PwC Japan, but the
Company expects to seek such Bankruptcy Court approval promptly.

   -- Termination

The Share Sale Agreement may be terminated by mutual consent of
the parties, or by either the Seller or PwC Japan if the other
party fails to comply with any of its material closing
obligations, subject to a 10 business-day cure period not to
extend beyond April 28, 2009.

PwC Japan may terminate the Share Sale Agreement if:

     * the conditions precedent are not satisfied or waived on or
       before the April 28 Drop Dead Date;

     * the Seller breaches its covenants in the Share Sale
       Agreement, subject to a right to cure; or

     * the Seller breaches any of its representations or
       warranties, except where the breach has not had and is not
       reasonably expected to have a material adverse effect on
       BearingPoint Japan, subject to a right to cure.

   -- Representations and Warranties

The Share Sale Agreement contains customary representations and
warranties regarding the Seller, the Shares and BearingPoint
Japan.  The Seller's representations and warranties will not
survive the Closing, and PwC Japan is not entitled to claims for
damages against the Seller for a breach of such representations.

The Company believes that the Transaction does not require
Bankruptcy Court approval because the Transaction was approved by
subsidiaries of the Company that are not Debtors, and, therefore,
are not under the jurisdiction of the Bankruptcy Court.

The sale is expected to become effective on or before April 28,
2009. There can be no assurance that the transaction will be
completed.

                      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.


BEARINGPOINT INC: Bid Protocol Approved; April 15 Auction Set
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved (a) procedures for the sale of BearingPoint, Inc.'s
public services industry group and (b) the payment of a break-up
Fee and expense reimbursement fee to Deloitte LLP, the stalking
horse bidder.

Objections of the official committee of unsecured creditors, Law
Debenture Trust Company of New York, as Indenture Trustee, were
overruled by the Court.

Pursuant to the Stalking Horse Agreement, the Debtors have agreed
to provide the Deloitte LLP a Break-Up Fee of $10.5 million and
expense reimbursement not to exceed $1,500,000.

In certain circumstances where a Breakup Fee is not paid, the
amount of the expense reimbursement may be up to $12,000,000,
subject to objection rights of the Official Committee of Unsecured
creditors and Wells Fargo Bank, N.A., as administrative agent for
the Debtors' prepetition secured lenders.

Pursuant to the Stalking Horse Agreement, Deloitte LLP has agreed
to purchase the Debtors' assets for the purchase price of
$350 million, to be adjusted at closing based on any difference
between target and actual amounts of accounts receivable and
unbilled revenue less any deferred revenue associated with the
acquired assets.  The stalking horse agreement may be terminated
by buyer or sellers if the closing doesn't occur by the earlier of
May 15, 2009, and 10 days after the Sale Order becomes a final
order.

Competing bids are due by April 13.

Bids must be for a value greater that or equal to the sum of the
(x) the value, as reasonably determined by the Debtors' financial
advisor, of the Stalking Horse Agreement plus (y) $12.0 million
plus (z) at least $2.5 million.  Bids must be accompanied by a
good faith deposit equal to 5% of the proposed purchase price.

In the event that more than one qualified bid is received, an
auction will be conducted at the offices of Weil, Gotshal & Manges
LLP, 767 Fifth Avenue, New York, NY on April 15, 2009, at 10:00
a.m. (Eastern Time).

The sale approval hearing will be held on April 17, 2009, at
9:00 a.m. (Eastern Time).

Objections to the approval of the relief to be sought at the sale
approval hearing must be filed and served on the Objection Notice
Parties by April 10, 2009, at 12:00 p.m. (Eastern Time), provided
that objections as to the auction or the selection of the
successful bidder must be filed and served on the Objection Notice
Parties by April 16, 2009, at 12:00 p.m. (Eastern Time).

A full-text copy of the bid procedures order is available at:

   http://bankrupt.com/misc/BearingPoint.BidProceduresOrder.pdf

As reported in the Troubled Company Reporter on April 7, 2009,
BearingPoint Inc. had a closed court hearing on whether it can
sell assets to Deloitte LLP.

The Court barred the public from most of the hearing on
BearingPoint's plan to sell the bulk of its business to Deloitte,
Tiffany Kary of Bloomberg reported, citing sensitive business
information.

"I won't have insider trading under my watch," Judge Robert Gerber
said at the outset of the hearing, noting that much of the
discussion might involve inside information, such as details about
thecompany's operating results.

Bloomberg News pointed 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 stated 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.

As reported by the Troubled Company Reporter on March 24,
BearingPoint said that it has entered into an asset purchase
agreement by which Deloitte LLP will purchase a significant
portion of BearingPoint's largest business unit, Public Services,
for a price of $350 million, subject to adjustment and customary
closing conditions.  The purchase agreement is subject to the
rules of the existing financial restructuring process, which,
among other things, require that the company consider all "higher
and better" offers from other potential buyers and obtain Court
approval.

                      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 September 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.


BEARINGPOINT INC: Cash Collateral Hearing Adjourned to April 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned to April 15, 2009, at 2:00 p.m., the final hearing
on BearingPoint, Inc., et al.'s request for the contined use of
its lender's cash collateral.

Until the final hearing, the Debtors have authorization to use
cash collateral pursuant to the terms of the Initial Cash
Collateral order, dated February 19, 2009, as amended by the
Bridge Order dated March 13, 2009, and the Second Bridge Order
dated March 30, 2009.

As reported in the Troubled Company Reporter on March 18, 2009,
BearingPoint Inc. will continue to have access to its lenders'
cash collateral, but subject to modified provisions.  The Court
extended its interim order on BearingPoint's cash collateral use,
until a final hearing, which was postponed to March 30 (the Bridge
Order).

The Debtor rescheduled the final hearing by about two weeks after
its official committee of unsecured creditors conveyed objections
to the proposal.  The panel said that while all parties agree that
cash collateral is necessary to fund operations, it balks at a
suite of provisions -- the hair-trigger budget controls, default
conditions, automatic stay relief grants, and confirmation
milestones -- designed to lock in a plan favorable to the senior
lenders and thereby control the reorganization.

According to Bloomberg's Bill Rochelle, although the hearing was
reset for March 30 as requested, some of the objectionable
provisions in the cash-use arrangement were modified.  Among them,
the lenders can't cut off use of cash without 24 hours' notice and
can't exercise any remedies unless the bankruptcy court modifies
the so-called automatic stay.

At the March 30 hearing, the Court authorized the Debtors to use
the lenders' cash collateral pursuant to the terms of the Interim
Cash Collateral Order and adjourned the final cash collateral
hearing to April 8 (the Second Bridge Order).

                      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.


BERNARD L. MADOFF: Trustee Seeks Counsel for Luxembourg Pursuit
---------------------------------------------------------------
Irving H. Picard, as trustee for the liquidation of the business
of Bernard L. Madoff Investment Securities LLC, under the
Securities Investor Protection Act, 15 U.S.C. Sections 78aaa, et
seq., has asked the U.S. Bankruptcy Court for the Southern
District of New York for permission to retain special counsel,
nunc pro tunc to March 30, 2009.

Mr. Picard explains that issues have arisen overseas, and in
Luxembourg in particular, that require the Trustee's participation
and representation by counsel.  The Trustee has become aware of
assets that he believes to be customer property located within
that country and requires counsel to pursue such customer
property.

The Trustee has determined that it will be necessary to engage
counsel to represent him in Luxembourg.  Such legal counsel will
enable the Trustee to carry out his duties in this SIPA
Liquidation Proceeding. The Trustee, therefore, proposes to retain
and employ the law firm of Schiltz & Schiltz as its special
counsel with regard to its recovery of customer property in
Luxembourg, and any related matters as directed by the Trustee,
effective as of March 30, 2009.

The Trustee seeks to retain Schiltz & Schiltz as special counsel
because of its knowledge and expertise in the law of Luxembourg.
The services of Schiltz & Schiltz are necessary and essential to
enable the Trustee to execute faithfully his duties herein.

The Trustee submits that Schiltz & Schiltz's provision of
professional services to the Trustee is permissible under Section
78eee(3) of SIPA and is in the best interest of the Debtor's
estate and customers and creditors.

To the best of the Trustee's knowledge, and except as disclosed,
the members, counsel and associates of Schiltz & Schiltz are
disinterested pursuant to Section 78eee(b)(3) of SIPA and do not
hold or represent any interest adverse to the Debtor's estate in
respect of the matter for which Schiltz & Schiltz is to be
retained.  Schiltz & Schiltz's employment and retention is
necessary and in the best interests of the Debtor's estate and its
customers and creditors.

Schiltz & Schiltz will be compensated at agreed upon rates, which
reflect a reduction of its normal rates greater than ten percent
(10%). Applications for compensation to Schiltz & Schiltz will be
filed with this Court pursuant to applicable statutes and rules.
Schiltz & Schiltz rate information is as follows:

  Level of Experience    Normal Rates      Agreed Upon Rates
  -------------------    ------------      -----------------
     Partner             EUR400/hour,         EUR380/hour
                         plus 17.5% VAT

     Associate           EUR200-300/hour,       EUR190-285
                         plus 17.5% VAT

The Securities Investor Protection Corporation has no objection to
the proposed retention.

The Court will convene a hearing on April 20.  Objections are due
April 17.

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Trustee to Sell Some Units to Castor Pollux
--------------------------------------------------------------
Irving H. Picard, the SIPA Trustee for the Liquidation of Bernard
L. Madoff Investment Securities LLC, signed a definitive agreement
dated March 27, for Castor Pollux Securities, LLC, to act as the
"stalking horse" bidder for the acquisition of the assets related
to the market making business of BLMIS.  Castor Pollux is a
Boston-based broker-dealer.

"This agreement is a successful outcome of the broadly-marketed
sales process we started in December," said Mr. Picard.

Under the terms of the agreement, Castor Pollux will acquire the
infrastructure assets and intellectual property related to the
market making business of BLMIS.  The sale excludes cash and
securities related to the market making business.  Subject to
higher and better offers, Castor Pollux will pay $500,000 to the
Trustee at closing and payments of up to $15 million based on
gross revenues generated and shares traded through 2012.

Mr. Picard continued: "We have faced many challenges in this
process. The initial proceeds reflect that the business has not
been operational since December 12 and that significant capital is
required to restart operations. The structure of this transaction
enables the Madoff victims to participate in future value derived
from the assets acquired by Castor Pollux."

Retention of the skeletal BLMIS staff necessary for the market
making business is not a condition to the deal. Thus, the Trustee
has terminated their employment effective today.

The agreement is subject to the completion of a court-approved
overbid process expected to occur in mid-April, receipt of
financing, other contingencies and bankruptcy court approval.

                      About Bernard L. Madoff

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

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

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

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

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


BERNARD L. MADOFF: Court Lets Trustee Sell Market-Making Operation
------------------------------------------------------------------
David McLaughlin at The Wall Street Journal reports that the Hon.
Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York has allowed Irving Picard, the trustee
liquidating Bernard Madoff's business, to sell the market-making
operation to raise money for Mr. Madoff's victims.

According to WSJ, Judge Lifland approved an auction for the
market-making unit, a legitimate business separate from Mr.
Madoff's massive Ponzi scheme.  The market-making business stopped
operating after Mr. Madoff's arrest in December 2008, WSJ states.

WSJ relates that Mr. Picard agreed to sell the business to Castor
Pollux Securities for up to $15.5 million.  WSJ says that the deal
is subject to higher bids at an auction, and if other bidders come
forward by April 22, 2009, the auction would be held on April 27,
2009.

Castor Pollux said in a statement that it agreed to purchase the
Madoff business because it was one of Wall Street's top market-
making operations with "cutting edge technology."  WSJ, citing
Castor Pollux, states that the business made markets in more than
2,000 U.S. equities in 2008.

Other parties have expressed interest in bidding, with less than a
dozen doing due diligence, since the deal with Castor Pollux was
disclosed, WSJ states, citing Marc Hirschfield, a lawyer
representing Mr. Picard.  Court documents say that more than 40
potential buyers initially expressed interest in the business and
four made offers.

              French Gov't Seizes $7 Million Yacht

The Associated Press reports that French authorities, at the
request of Meeschaert, have confiscated Bernard Madoff's
$7 million yacht "Bull" at a port in Cap d'Antibes.

Gide Loyrette Nouel's Philippe Rames, a lawyer who is working for
Meeschaert on the case, said that the yacht is an 89-foot Leopard
built by French luxury-boat builder Rodriguez Group SA, according
to The AP.  Port Gallice posted on its Web site that the yacht is
moored at the port, where the annual fee to keep a yacht of that
size runs to $47,500.

The AP relates that French investment firm Meeschaert, a former
investor in one of Mr. Madoff's funds, secured court approval for
its request.  The report says that Meeschaert is now suing Mr.
Madoff to get some of its clients' money back.

According to The AP, U.S. authorities seized last week Mr.
Madoff's Palm Beach mansion as well as two other of his yachts --
including one also named "Bull," a 1969 Rybovich valued at
$2.2 million.

The AP states that prosecutors in the U.S. have also started
demanding millions of dollars in payments from Mr. Madoff's
relatives.  About 6,700 people have filed claims for a share of
whatever money is recovered, and thousands of others are expected
to come forward, The AP relates.

WSJ states that Mr. Picard has recovered about $1 billion in
assets that will be distributed to thousands of Madoff client.
According to WSJ, Mr. Madoff's investors are also eligible to get
up to $500,000 from the Securities Investor Protection Corp.,
which oversees failed brokerages.

                     About Bernard Madoff

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

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

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

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

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


BOATERS WAREHOUSE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Boaters Warehouse/Advanced Boating Services, LLC
        3362 Tamiami Trail
        Port Charlotte, Fl 33952
        fka Advanced Boating Services, LLC
        Tel: (866) 243-4496

Bankruptcy Case No.: 09-05752

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Fort Myers)

Judge: Alexander L. Paskay

Company Description: The debtor sells boats and boating supplies
                     See http://ResearchArchives.com/t/s?3b24

Debtor's Counsel: Chad S. Bowen, Esq.
                  Jennis & Bowen, P.L.
                  400 N Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707
                  Email: ecf@jennisbowen.com

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

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

The petition was signed by Mark L. Burpee, a manager of the
company.

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

             http://bankrupt.com/misc/flmb09-05752.pdf


BSC DEV'T: Statler Receivers Agree to Pay National Fuel $10,000
---------------------------------------------------------------
James Fink of the Business First of Buffalo reports that the court
appointed receivers of BSC Development Buffalo LLC's Statler
Towers have agreed to pay National Fuel Gas Corp. $10,000 to keep
the gas on at least through April 14.

Business First relates that State Supreme Court Judge John Curran
has named Stephen Leous as receiver for Statler, while Bruce
Zeftel was named special counsel.  According to the report,
Messrs. Leous and Zeftel will handle matters like collecting rent,
making payments, and marketing the building.  The report states
that the receivership excludes a 44-foot luxury yacht acquired by
British investor and BSC Development owner Bashar Issa that
remains stored in Western New York.

As reported by the Troubled Company Reporter on April 7, 2009,
National Fuel was threatening to shut off gas to Statler next
week.

Business First relates that National Fuel Gas is owed more than
$210,000.

According to Business First, Judge Curran also held and Mr. Issa
on contempt of court citations for failing to produce evidence of
a 99-year lease that he signed with a London firm and for failure
to turn over an $81,000 check he received from New York's
Enterprise Zone tax credit program.  Business First states that
the funds were supposed to go to the receivers to help Statler
address its debts.

Judge Curran, Business First relates, said that he learned that
the state withheld $27,000 in rent payments that the Worker's
Compensation Board made for sales taxes that Mr. Issa failed to
pay when he sold a $500,000 luxury boat in 2008.  According to the
report, Mr. Issa is being fined $250 per day on each contempt of
court charge.

Business First says that Mr. Issa hasn't been in Buffalo for more
than one year.  Business First reports that Mr. Issa said that he
has visa problems that prevent him from entering the country.

BSC Development Buffalo LLC is based in Buffalo, New York.  It
owns Statler Towers.

As reported by the Troubled Company Reporter on April 7, 2009,
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.


BUFFALO THUNDER: Moody's Withdraws 'Caa3' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings for
Buffalo Thunder Development Authority, including the Caa3
corporate family rating, Caa3 probability of default rating, and
Caa3 (LGD 4, 52%) rating on the $245 million senior notes due
2014.  Moody's has withdrawn the ratings for business reasons.

The last rating action was on December 18, 2008 when BTDA's
corporate family rating was downgraded to Caa3 from B3.

BTDA is a political subdivision of the Pueblo of Pojoaque, which
was created in 2006 to oversee all of the Pueblo's gaming
operations.  BTDA operates in Santa Fe, New Mexico, The Cities of
Gold Casino, the Sports Bar Casino, and since August 2008 Buffalo
Thunder Resort.


CALABASAS AUTO GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Calabasas Euro Auto Group LLC
        2441 Pullman Street
        Santa Ana, CA 92705
        Tel: (949) 812-0603
        dba Lamborghini Calabasas
        dba Lotus Calabasas

Bankruptcy Case No.: 09-12593

Chapter 11 Petition Date: March 26, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Erithe A. Smith

Company Description: The debtor is a dealer of automobiles.

Debtor's Counsel: Carlos F. Negrete, Esq.
                  27422 Calle Arroyo
                  San Juan Capistrano, CA 92675-2747
                  Tel: (949) 493-8115
                  Fax: (949) 493-8170
                  Email: cnegrete1@hotmail.com

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

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

The petition was signed by Asdghig Astrid Keuylian, a manager of
the company.

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

             http://bankrupt.com/misc/cacb09-12593.pdf


CAPITAL AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Capital Automotive LLC and Capital Automotive L.P. to
'B' from 'BB'.  At the same time, S&P lowered its rating on CARS'
senior secured debt to 'B'.  S&P also removed all of its ratings
on CARS from CreditWatch, where they were placed with negative
implications on March 6, 2009.  The recovery rating remains a '3',
indicating S&P's expectation of a meaningful recovery (50%-70%) in
the event of a payment default.  The outlook on CARS is negative.

"The downgrades reflect S&P's deepening concern regarding the
immense pressure that CARS' auto dealer tenant base faces due to a
significant drop in auto sales, and the negative pressure this
will likely place on the valuation of auto dealerships," said
credit analyst Elizabeth Campbell.  "Highly leveraged CARS faces
the maturity of its revolver later this year and a large term loan
maturity in December 2010.  If CARS does not extend this term
loan, an equity infusion or recapitalization would be necessary if
the credit markets and underwriting remain more conservative than
in 2005, which is when the term loan was put in place."

The negative outlook reflects S&P's expectation that CARS'
counterparty risk will increase as its tenants' underlying
businesses remain under pressure.  S&P will lower the ratings
further if key tenants come under pressure, jeopardizing CARS'
rental income; debt coverage measures weaken from current levels
(1.4x debt service coverage and 1.2x fixed-charge coverage); or a
covenant is tripped.  S&P would also lower the ratings if the
credit environment remains difficult and the revolver cannot be
extended, or if the company has to initiate some form of
recapitalization to successfully address the 2010 term loan
maturity.


CDM PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: CDM Properties, Inc.
        19732 MacArthur Blvd., #125
        Irvine, CA 92612

Bankruptcy Case No.: 09-12631

Chapter 11 Petition Date: March 27, 2009

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Marie A. Karam, Esq.
                  3860 Ocean Birch
                  Corona Del Mar, CA 92625
                  Tel: (949) 735-5535

Total Assets: $200,200

Total Debts: $2,513,100

The petition was signed by Leon Satero, president of the company.

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

             http://bankrupt.com/misc/cacb09-12631.pdf


CENTRAL CORPORATE: S&P Withdraws '--/Watch Neg/B' Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has taken rating
actions on six corporate credit unions.  The ratings on all the
credit unions remain on CreditWatch Negative.  S&P is also
withdrawing S&P's ratings on Eastern Corporate Federal Credit
Union and Central Corporate Credit Union, each at the company's
request.

This action was prompted by S&P's reassessment of these
institutions' creditworthiness in light of recent regulatory
actions taken by the National Credit Union Administration
(regulator for credit unions) and the corporate credit unions'
capitalization being severely impaired as the result of the
expected write-down of their capital investments in U.S. Central
Federal Credit Union.  None of these corporate credit unions have
rated debt outstanding.

On March 20, 2009, the NCUA took U.S. Central and Western
Corporate Federal Credit Union into conservatorship after
determining that their exposure to losses in their portfolios of
mortgage-related structured securities was in excess of their
capital.  As a result, the NCUA has announced that all corporate
credit unions' capital investments (paid-in capital and
membership capital shares) in U.S. Central will have to be
completely or almost completely written down.  Although the NCUA
has stated that it does not plan to seize any corporates because
of the write-down of their investments in U.S. Central, S&P
believes that this will severely impair the corporates'
capitalization.

The impact of this write-down on the rated corporate credit
unions' capitalization varies widely, but in all cases it results
in a capital profile that S&P believes is insufficient to support
any rated corporate at the prior ratings level.  Before these
recent events, EasCorp and Cencorp were among the highest rated
corporates because they had the least exposure to at-risk,
mortgage-related, structured securities, but S&P expects their
capital levels to be the most severely affected by the write-down
of their U.S. Central capital investments.  According to S&P's
calculations, each is likely to have negative regulatory core
capital.  Although S&P expects the capital levels at Southwest
Corporate Federal Credit Union and Constitution Corporate Federal
Credit Union to be least affected by the write-down, S&P believes
their resulting capitalization will be weak in light of their
significant exposure to potential future losses on their
portfolios of mortgage-related structured securities.

The remaining rated corporate credit unions will stay on
CreditWatch Negative because of continued negative pressure on the
ratings from weak capitalization, the potential for further
securities write-downs in the near term, and uncertainty as to the
direction and form of future regulatory action toward these
companies.  The NCUA has stated that it would inject capital into
any corporate that needed it as the result of securities write-
downs.  It remains to be seen if this would be done under
conservatorship, as it was at U.S. Central and WesCorp, or in a
way less favorable to creditors.

Credit Union creditors are especially well protected in the event
of a liquidation because all credit union debt ranks senior to
members' shares and deposits.  S&P believes the NCUA's program to
guarantee all member deposits through December 2010, into which
all of the rated corporates with the exception of Eascorp have
opted, is crucial to the corporate credit unions'
creditworthiness.

To resolve the CreditWatch on the remaining rated corporate credit
unions, S&P will closely monitor further industry and company-
specific developments, assess each rated corporate's capital
plans, and seek further insight from the NCUA as to its plans for
the corporate credit union network.

              Ratings Lowered, Remain On CreditWatch

             Southeast Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             BBB-/Watch Neg/A-3      A+/Watch Neg/A-1

             Southwest Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             BBB-/Watch Neg/A-3      A+/Watch Neg/A-1

           Constitution Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             --/Watch Neg/A-3        --/Watch Neg/A-1

                   SunCorp Corporate Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             --/Watch Neg/A-3        --/Watch Neg/A-1+

                   Central Corporate Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             --/Watch Neg/B          --/Watch Neg/A-1+

              Eastern Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             --/Watch Neg/B          --/Watch Neg/A-1+

                         Ratings Withdrawn

                  Central Corporate Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             NR                      --/Watch Neg/B

               Eastern Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             NR                      --/Watch Neg/B


CENTURY ALUMINUM: Moody's Junks Corporate Family Rating from 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Century Aluminum Company's
ratings, including the corporate family rating which was lowered
to Caa3 from B2.  This concludes the review for downgrade
initiated on December 17, 2008.  The outlook is negative.

Although Moody's believes that CENX has cash likely in excess of
$200 million, the rating actions reflect Moody's concerns about
CENX's overall liquidity profile during what could be a prolonged
downturn in the global aluminum industry.  Moody's believes that
the high cost domestic operations are incurring substantial
operating losses and are unlikely to return to profitability over
the intermediate term.

The ratings favorably acknowledge that CENX's management team has
taken significant steps to restructure its domestic operations and
has reduced costs substantially in a short period of time.
However, in Moody's opinion, the company has limited flexibility
to unilaterally curtail its smelters in Kentucky and South
Carolina and its alumina refinery in Louisiana.  While near-term
liquidity was significantly enhanced by the recent equity offering
and cash tax refunds, Moody's believes the liquidity position may
be insufficient to offset material expected cash consumption over
the next several quarters.

The Caa3 corporate family rating anticipates that operating cash
flow generated from the aluminum smelter in Iceland is unlikely to
be sufficient to support ongoing operations across CENX on a
sustained basis.  Although the ratings positively reflect CENX's
significant balance sheet cash and the low-cost operation in
Iceland (which is held in a non-guarantor subsidiary), they
consider CENX's shrinking business profile and Moody's expectation
that the current capital structure may be unsustainable in light
of the current operating and financial challenges.

The negative outlook reflects Moody's concerns regarding the level
of cash consumption, and the potential for liquidity challenges
absent a significant recovery in the aluminum markets.  The
ratings could be further downgraded if the company's cash position
deteriorates substantially outside of expectations, if conditions
in the global aluminum industry deteriorate further, or if there
were a change in the capital structure.

These ratings were impacted by the action:

  -- Corporate Family Rating lowered to Caa3 from B2

  -- Probability of Default Rating lowered to Caa3 from B2

  -- 1.75% Guaranteed Convertible Notes due 2024 to Ca (LGD 4;
     62%) from B3 (LGD 4; 66%)

  -- 7.5% Guaranteed Senior Global Notes due 2014 to Ca (LGD 4;
     62%) from B3 (LGD 4; 66%)

The prior rating action for Century Aluminum Company was on
December 17, 2008, when the corporate family rating was lowered to
B2 with the ratings kept under review for further possible
downgrade.

Headquartered in Monterey, California, Century is a primary
aluminum producer with ownership interests in four aluminum
production facilities in North America and Iceland along with
alumina and bauxite assets in the US and Jamaica.  CENX had
revenues of approximately $2 billion in 2008.


CHARTER COMMUNICATIONS: Showdown with JPMorgan Set for April 29
---------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing April 29, 2009, for
arguments regarding Charter Communications' motion to dismiss a
lawsuit filed on the first day of bankruptcy last month by
JPMorgan Chase Bank NA, as agent for secured lenders owed $8.2
billion, Bloomberg's Bill Rochelle said.

According to Bill Rochelle, this "pivotal" hearing is scheduled on
the same day the disclosure statement explaining the Chapter 11
plan of Charter will be heard.

JPMorgan Chase's lawsuit could delay or derail Charter
Communications' bankruptcy process, Business Journal states,
citing sources.

JPMorgan, as agent for certain lenders, gave Charter
Communications Operating LLC, pursuant to a prepetition credit
agreement, access to:

   a) a $6.5 billion term loan with a final maturity of March 6,
      2014;

   b) a $1.5 billion revolving credit facility that matures
      March 6, 2013, including the availability of letters of
      credit aggregating to $350 million; and

   c) $500 million of incremental term loan financing.

JPMorgan contends that Charter has breached their loan agreement
which would bar the roll-over and reinstatement of the debt, as
Charter's reorganization plan contemplates.

Points raised by JPMorgan include:

   -- Under Sections 8(f) and 8(g) of the Prepetition Credit
      Agreement if any designated holding company (i) filed for
      bankruptcy, (ii) had its debt accelerated, or (iii) "shall
      be unable to . . . pay its debts as they become due."

      According to JPM, at least two Designated Holding Companies-
      specifically, Charter Communications Holdings, LLC ("Charter
      Holdings") and CCH I Holdings, LLC - were unable to pay
      their debts as they would become due soon after October 1,
      2008 (if not earlier).

   -- Section 8(b) of the Prepetition Credit Agreement provides
      that it is a Default and Event of Default if "any
      representation or warranty made or deemed made by any Loan
      Party . under or in connection with this Agreement . shall
      prove to have been inaccurate in any material respect on or
      as of the date made or deemed made."

      According to JPM, Charter falsely represented on numerous
      occasions, that all Designated Holding Companies were able
      to pay their debts as they would become due when, in fact,
      at least two such Designated Holding Companies had become
      unable to do so.  Charter made these false representations
      in connection with up to $750 million in credit extensions.

JPMorgan noted that it negotiated certain cross-default/cross-
acceleration provisions because of the relationship of CCO with
its parent entities -- among other things, CCO is the sole source
of operational cash flow for repayment of debt by CCO's parents.

Charter's lawyer, according to Bill Rochelle, said replacing the
existing bank debt would cost an additional $500 million a year
and in the process wipe out junior creditors.

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

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

JPMorgan is represented by

   SIMPSON THACHER & BARTLETT LLP
   Bruce D. Angiolillo, Esq.
   Peter V. Pantaleo, Esq.
   Bryce L. Friedman, Esq.
   George S. Wang, Esq.
   425 Lexington Avenue
   New York, New York 10017
   Tel: (212) 455-2000
   Fax: (212) 455-2502

                  Prepetition Capital Structure

As of March 27, 2009, Charter's total funded debt obligations
were approximately $21.7 billion and consisted of, among other
things, amounts under the secured credit facilities and secured
and unsecured notes payable.

On March 6, 2007, Charter Communications Operating, LLC, as
borrower, amended and restated its credit agreement, dated as of
March 18, 1999, with JPMorgan Chase Bank, N.A., as administrative
agent, and certain lenders thereto.   The First Lien Credit
Facility initially consisted of a $6.5 billion term loan with a
final maturity of March 6, 2014, and a $1.5 billion revolving
credit facility that matures on March 6, 2013.  As of As of March
27, 2009, the borrowings under the revolving credit facility are
in the amount of $1.3 billion, and the letters of credit
outstanding under this facility are approximately $140 million.
The First Lien Credit Facility is secured by a lien on
substantially all of the assets of CCO and its subsidiaries and a
pledge by CCO Holdings, LLC of its equity interests in CCO.
Moreover, the First Lien Credit Facility is subject to an
upstream guarantee by CCOH.

Also on March 6, 2007, CCOH entered into the credit agreement,
dated as of March 6, 2007, by and among CCOH, as borrower, Bank of
America, N.A., as administrative agent, and certain lenders
thereto.  The Junior Credit Facility consists of a $350 million
term loan that matures on September 6, 2014.  Additionally, under
the Junior Credit Facility, CCOH may enter into incremental term
loans from time to time.  Obligations under the Junior Credit
Facility are secured by CCOH's equity interest in CCO.

Charter is also a party to 26 series of notes:

  Rate                              Principal Amount  Maturity
  ----                              ----------------  --------
CCI 5.875% convertible senior notes       $3 million  11/16/09
CCI 6.50% convertible senior notes      $479 million  10/01/27
CCH 10.000% senior notes                 $53 million  04/01/09
CCH 10.750% senior notes                  $4 million  10/01/09
CCH 9.625% senior notes                  $25 million  11/15/09
CCH 10.250% senior notes                  $1 million  01/15/10
CCH 11.750% senior discount notes         $1 million  01/15/10
CCH 11.125% senior notes                 $47 million  01/15/11
CCH 13.500% senior discount notes        $60 million  01/15/11
CCH 9.920% senior discount notes         $51 million  04/01/11
CCH 10.000% senior notes                 $69 million  05/15/11
CCH 11.750% senior discount notes        $54 million  05/15/11
CCH 12.125% senior discount notes        $75 million  01/15/12
CIH 11.125% senior notes                $151 million  01/15/14
CIH 13.500% senior discount notes       $581 million  01/15/14
CIH 9.920% senior discount notes        $471 million  04/01/14
CIH 10.000% senior notes                $299 million  05/15/14
CIH 11.750% senior discount notes       $815 million  05/15/14
CIH 12.125% senior discount notes       $217 million  01/15/15
CCH I 11.00% senior notes             $3.987 billion  10/01/15
CCH II 10.250% senior notes           $1.860 billion  09/15/10
CCH II 10.250% senior notes             $614 million  10/01/13
CCOH 8 3/4% senior notes                $800 million  11/15/13
CCO 8.00% senior second-lien notes      $1.1 billion  04/30/12
CCO 8 3/8% senior second-lien notes     $770 million  04/30/14
CCO 10.875% senior second-lien notes    $546 million  09/15/14

                    Overview of the Plan

Together with its bankruptcy petition, Charter filed a proposed
Chapter 11 plan of reorganization.  Charter has received executed
Plan Support Agreements from members of the Crossover Committee --
composed of the holders of approximately 73% of the CCH I, LLC
notes and holders of approximately 52% of the CCH II notes.  The
Plan also has the support of Charter's primary shareholder, Paul
G. Allen, who has likewise executed a Plan Support Agreement.

Gregory L. Doody, CCI chief restructuring officer and senior
Counsel, said that the Plan essentially provides for a
balance sheet restructuring that will leave intact both Charter's
operations and the senior portion of its capital structure.
Charter also intends to:

  * cancel approximately $8 billion of debt at various holding
    companies;

  * reduce its annual interest expense by more than $830
    million;

  * raise up to $2 billion in additional equity through a rights
    offering; and

  * refinance approximately $1.2 billion in senior holding
    company debt instruments and raise $267 million in new
    notes.

               Treatment of Claims and Interest

Under the Plan, the treatment of claims provides that:

  * All claims against CCO -- the operating company -- and CCOH
    -- the first tier holding company -- will be reinstated and
    paid in full;

  * The holders of CCH II notes on the Crossover Committee will
    receive new notes and other holders of the notes will have
    the option of receiving new notes or cash in the amount of
    their claims;

  * The holders of CCH I notes will receive stock in the
    reorganized entity subject to dilution pursuant to the
    Rights Offering, the warrants to be issued under the Plan,
    and the equity-based compensation reserved for management;

  * The holders of the CIH notes and CCH notes will receive
    warrants to purchase stock in the reorganized company;

  * All claims relating to the CCHC notes will be settled as
    part of the settlement with CII;

  * The holders of CCI notes, in part on account of the Holdco
    notes, will receive new preferred stock and $24.2 million in
    cash;

  * The holders of common stock will not receive any recovery;
    and

  * All executory contracts, unless expressly rejected, will be
    deemed assumed as of the effective date of the Plan.

The Crossover Committee is an informal committee of holders of
certain 11% Senior Secured Notes due 2015 of CCH I, LLC and CCH I
Capital Corporation and 10.25% Senior Notes due 2010 of
CCH II, LLC and CCH II Capital Corporation, represented by Paul,
Weiss, Rifkind, Wharton & Garrison LLP.

Another committee, the CCH II Committee, is an informal committee
of holders of certain 10.25% Senior Notes due 2010 and 10.25%
Senior Notes due 2013 of CCH II, LLC and CCH II Capital
Corporation, represented by Kasowitz, Benson, Torres & Friedman
LLP.  The CCH II Committee was formed in December 2008, and has
been in communication with Charter.

The Plan also provides that Charter's trade creditors will be
paid in full.  To that end, Charter has filed a request with the
Court seeking to pay its trade creditors in the ordinary
course of business.  Charter believes that the payment will allow
it to continue its operations with minimal disruption and
preserve its enterprise value for the benefit of the estates,
creditors, and all parties-in-interest.  The secured prepetition
lenders of Charter's operating subsidiary, whose cash collateral
is being used to pay these trade creditors, support the request.

Charter's largest unsecured trade creditor is Warner
Communications Inc.'s Home Box Office unit, which holds a $25.7
million claim.  The top 20 unsecured creditors are holders of
Charter bonds.

                        Plan Funding

The Plan will be funded with:

  (a) cash on hand and cash generated from Charter's operations,
  (b) an exchange of CCH II notes,
  (c) an additional debt commitment by certain holders of CCH II
      notes, and
  (d) the proceeds of the Rights Offering that certain members
      of the Crossover Committee have agreed to backstop.

Charter expects to raise an aggregate of approximately $1.2
billion through the Notes Exchange, $267 million through the New
Debt Commitment, and up to $2 billion through the Rights
Offering.

                      No DIP Financing

Other than the Plan funding, Charter is not seeking to enter into
debtor-in-possession financing, Mr. Doody points out.

Upon filing for Chapter 11, pursuant to its commitments under the
Plan, Charter will waive its right to access its revolving credit
facility and will rely on cash on hand and cash flows from
operating activities to fund its projected cash needs.  Among
other things, Charter's projected cash needs and projected
sources of liquidity depend upon, among other things, its actual
results, the timing and amount of its expenditures, and the
outcome of various matters in its Chapter 11 cases and financial
restructuring.  Charter has filed a request with the Court asking
permission to access these funds, and expects to receive interim
authorization shortly.

              Reinstatement of Credit Facilities

The Plan includes provisions for reinstating these credit
facilities and indentures:

                                      Principal Amt Outstanding
                                      -------------------------
First Lien Credit Facility
  Term Loan Facility maturing 2014             $6.9 billion
  Revolving Credit Facility maturing 2013      $1.3 billion
8.00% senior second lien notes due 2012         $1.1 billion
8 3/8% senior second lien notes due 2014        $770 million
10.875% senior second lien notes due 2014       $546 million
Junior Credit Facility maturing 2014            $350 million
8 3/4% senior notes due 2013                    $800 million
                                              -------------
Total                                          $11.8 billion

These credit facilities and indentures are extremely valuable,
irreplaceable assets of Charter's estate, Mr. Doody asserts.  In
light of current capital market conditions, they would be
difficult, if not impossible, to replace at comparable terms and
rates, he says.

"I am not aware of any instance where Charter has defaulted or
otherwise failed to comply with its obligations under these
credit facilities and indentures before filing these chapter
11 cases," he notes.

Because of Charter's significant debt load, the company has put
in place extensive systems and processes to ensure that it
complies with its payment and debt obligations on a timely basis.

"To my knowledge, Charter has never missed an interest payment or
failed to make a payment within the allotted grace period . . .
Charter has fully complied with its obligations to file
compliance certifications and annual budgets," he adds.

According to Mr. Doody, it is the company's intent to continue
performing under the agreements and satisfy its repayment
obligations as if the Chapter 11 cases had never been filed.
Moreover, Charter has taken care to ensure that the
counterparties to the credit facilities and indentures it is
seeking to reinstate will be unaffected under the Plan.  It has
agreed to pay interest at a higher negotiated default rate as
long as the Chapter 11 cases remain pending.  In addition, the
Plan includes Charter's binding commitment that it will
irrevocably waive any rights to engage in additional borrowing
under the First Lien Credit Facility, and that, if required by
the Court, the company will cash collateralize any letters of
credit under the facility that remain outstanding.  This
Commitment is described in greater detail in Charter's memorandum
of reinstatement in support of approval of disclosure statement,
a copy of which is available for free at:

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

For the plan to work, however, the bankruptcy judge must concur
that $11.8 billion in debt obligations may be reinstated by
employing a provision in bankruptcy law allowing defaults to be
cured, notes Bloomberg News.  Mr. Doody said the loans "would be
difficult, if not impossible, to replace at comparable terms and
rates" and that he expects that "certain lenders" will oppose the
Plan and argue that it's not possible to reinstate the debt.

If reinstatement is not permitted, more than half a billion
dollars will flow out of the estates every year and into the
pockets of Charter's senior creditors; Charter's junior creditors
would likely be wiped out; and Charter would be forced into
extended Chapter 11 proceedings, Charter's proposed counsel, Paul
M. Basta, Esq., at Kirkland & Ellis LLP, in New York, explained
in court papers.

As of March 19, 2009, Charter's equity value has plunged to as low
as $21 million from around $5 billion in 2001, Reuters reports.

          April 29 Disclosure Statement Hearing

Charter has filed a request with the Court asking Judge Peck to
convene a hearing on April 29, 2009, to consider approval of the
Disclosure Statement explaining the Plan.  If the schedule
proceeds as proposed, creditors would finish voting by June 8
so a confirmation hearing for approval of the plan could begin
July 23.

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

   http://bankrupt.com/misc/CCI_Chapter11_Plan.pdf

A full-text copy of the Disclosure Statement explaining the Plan
is available for free at:

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

In addition to the Disclosure Statement and Plan, Charter has
filed its Plan supplement, which is available for free at:

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

                   About Charter Communications

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

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

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

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

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


CHEM RX: Covenant Violations Cue Moody's Junk Corporate Rating
--------------------------------------------------------------
Moody's Investors Service lowered Chem Rx Corporation's corporate
family rating and probability-of-default rating to Caa1 from B3
and the first lien senior secured credit facilities to B3 from B2.
Moody's also affirmed the Caa2 rating on the second lien term
loan.  These ratings have been placed under review for possible
further downgrade.  The speculative grade liquidity rating remains
SGL-4.

The downgrade of the corporate family rating and probability-of-
default rating follows the company's announcement that it violated
several financial covenants under its first and second lien credit
facilities.  The company stated that certain charges were recorded
in the quarter ended December 31, 2008 that contributed to its
inability to meet these covenants.  The company also announced
that it would delay filing of the 2008 10-K.

Moody's review will focus on Chem Rx's ability to timely secure an
amendment to its credit facilities, its plan to address the late
10-K filing as well as an assessment of the company's
fundamentals, liquidity, and cost reduction efforts.  If the
company were to secure an amendment, Moody's would also focus on
how onerous any revised conditions may be.

These ratings were downgraded:

  -- Corporate family rating to Caa1 from B3;

  -- Probability-of-default rating to Caa1 from B3;

  -- $25 million senior secured revolving credit facility due 2012
     to B3 (LGD3, 35%) from B2 (LGD3, 35%);

  -- $80 million first lien senior secured term loan due 2013 to
     B3 (LGD3, 35%) from B2 (LGD3, 35%).

This rating was affirmed:

  -- $37 million second lien senior secured term loan due 2014 at
     Caa2 (LGD5, 80%).

In spite of Moody's view that the company's liquidity has worsened
given the aforementioned covenant violations, the speculative
grade liquidity remains SGL-4.

The last rating action was on December 19, 2008 when Moody's
lowered Chem Rx's corporate family rating to B3 from B2, the
rating on the company's first lien senior secured credit
facilities to B2 from B1, and the rating on the second lien term
loan to Caa2 from Caa1.  As part of this action, Moody's also
affirmed the company's SGL-4 speculative grade liquidity rating.
The ratings outlook remained negative.

Chem Rx'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 Chem Rx's core industry and Chem Rx's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Headquartered in Long Beach, New York, Chem Rx Corporation
provides institutional pharmacy services to skilled nursing
facilities and other long-term healthcare institutions.  For the
twelve months ended September 30, 2008, Chem Rx generated sales of
approximately $352 million.


CHUKCHANSI ECONOMIC: Moody's Cuts Corporate Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service lowered Chukchansi Economic Development
Authority's corporate family rating and senior unsecured notes
rating to B3 from B2.  It also downgraded the probability of
default rating to B2 from B1.  The rating outlook remains
negative.  The rating actions reflect the material deterioration
in the Authority's financial leverage and Moody's expectation that
continued economic weakness will constrain near-term improvement.

Weakening economic conditions in the Authority's local market of
Fresno, California, significantly reduced spend per visit, net
revenues and EBITDA in 2008.  As a result, total debt/EBITDA, as
adjusted by Moody's, rose to 5.9 times as of December 31, 2008, a
level that is no longer in line with a B1 probability of default
rating.  Additionally, Moody's believes that the economic
environment will remain challenging in 2009, with little
improvement expected in Chukchansi's financial leverage.  More
positively, Moody's expect the Authority's liquidity profile to
remain adequate.

The rating outlook remains negative at this junction, reflecting
the risk that weak economic conditions could continue to
negatively weigh on Chukchansi's operating performance and
preclude de-leveraging.

Ratings downgraded:

  - Corporate Family Rating to B3 from B2
  - Probability of Default Rating to B2 from B1
  - Senior Note Rating to B3 (LGD4, 68%) from B2 (LGD4, 66%)

The last rating action was on September 25, 2008, when Moody's
revised the rating outlook to negative from stable.

Chukchansi is a wholly owned enterprise of the Picayune Rancheria
of Chukchansi Indians, a federally-recognized Indian tribe with
approximately 1,250 enrolled members.  Chukchansi operates the
Chukchansi Gold Resort & Casino, a facility located 35 miles north
of Fresno, California.


CITIGROUP INC: Names Mike Corbat as Citi Holdings CEO
-----------------------------------------------------
Mike Corbat has been named CEO of Citi Holdings, a Citigroup Inc.
unit that includes brokerage and asset management, local consumer
finance and a special asset pool.  Mr. Corbat has served as
interim CEO since Citigroup's announced realignment into Citicorp
and Citi Holdings on January 16, 2009.

Mr. Corbat will continue to work closely with newly appointed Citi
Holdings Chairman Gary Crittenden to evaluate and set the
strategic course for these businesses, while tightly managing
risks and losses and maximizing the value of these assets.

Mr. Crittenden said, "Mike Corbat is a terrific business manager
and a great partner.  In a short time, Mike and the team have done
excellent work, and I couldn't be more pleased to have him move
into the CEO role on a permanent basis."

"With more than 25 years at Citi in a variety of leadership roles,
Mike brings a tremendous amount of experience, insight and energy
to this post," said Citigroup CEO Vikram Pandit.  "Mike will work
closely with us to accelerate our assessment of strategic
opportunities for these businesses, as we also seek to optimize
their performance through this challenging market environment."

Mr. Corbat most recently served as the CEO of Citigroup's Global
Wealth Management unit.  Prior to this, he was Head of the Global
Corporate Bank and Global Commercial Bank at Citigroup, a role in
which he led the firm's efforts to provide best-in-class financial
services to top-tier multi-national corporations and financial
institutions around the world.  Previously, Mr. Corbat was Head of
Global Emerging Markets Debt, responsible for the origination,
trading and sales of emerging markets fixed income debt. Mr.
Corbat joined the Company in 1983 and has worked in Atlanta, New
York and London.

             Citigroup Appoints Eric Aboaf Treasurer

Citigroup reported that Eric Aboaf has been appointed Treasurer of
Citigroup, reporting to Chief Financial Officer Ned Kelly.

Mr. Aboaf will manage Citigroup's balance sheet and will be
responsible for ensuring strong liquidity, asset and liability
management and optimization of our capital structure.

He will work closely with all of Citigroup's businesses within
both Citicorp and Citi Holdings to support their funding needs and
optimize capital deployment.  Mr. Aboaf will also work closely
with external regulators and rating agencies.  He will communicate
with and expand our base of fixed income investors.

"Eric brings invaluable experience as CFO of both our major
businesses to the role of Treasurer as we seek to more fully
integrate Treasury with our businesses as well as Risk," Mr. Kelly
said.

Mr. Aboaf has made a significant contribution in Finance at
Citigroup, including his most recent role as CFO of the
Institutional Clients Group.  He has also held the positions of
CFO of Global Consumer as well as Head of Financial Planning and
Analysis.  Prior to joining Citigroup in 2003, Mr. Aboaf was co-
head of Bain's U.S. Financial Services practice.  In addition to
working closely with all of the businesses, he will work closely
with the Risk organization.

Mr. Aboaf is a summa cum laude graduate of the Wharton School of
Business at the University of Pennsylvania and holds a Masters of
Science degree from Massachusetts Institute of Technology.

                       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 September 30,
2008.

As reported in the Troubled Company Reporter on November 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.


CORPUS CHRISTI: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Corpus Christi Associates, Limited Partnership
                9 East 59th Street
                New York, NY 10022

Case Number: 09-11773

Involuntary Petition Date: April 3, 2009

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Petitioner's Counsel: Leonard Benowich, Esq.
                      leonard@benowichlaw.com
                      Benowich Law, LLP
                      1025 Westchester Avenue
                      White Plains, NY 10604
                      Tel: (914) 946-2400
                      Fax: (914) 946-9474

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Eric D. Rosenfeld              note                 $386,552
c/o Benowich Law, LLP

Peter Fischbein                note                 $564081
c/o Benowich Law, LLP


CRUSADER ENERGY: Gets Court Okay on Vinson & Elkins as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, on an interim basis, Crusader Energy Group Inc. and
its debtor-affiliates to employ Vinson & Elkins LLP as counsel.

A final hearing on the motion will be held on April 28, 2009, at
9:15 a.m., before Hon. Barbara J. Houser at the U.S. Bankruptcy
Court, 1100 Commerce Street, 14th Floor, Dallas, Texas.

V&E is expected to:

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

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

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

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

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

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

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

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

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

Mr. Moore can be reached at:

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

                  About Crusader Energy Group Inc.

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

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


CRUSADER ENERGY: Gets Interim Access to JPMorgan Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, on an interim basis, Crusader Energy Group Inc. and
its debtor-affiliates to:

   a) access the cash collateral securing repayment of loan from
      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.

A final hearing on the motion will be held on April 28, 2009, at
9:15 a.m., before Hon. Barbara J. Houser at the U.S. Bankruptcy
Court, 1100 Commerce Street, 14th Floor, Dallas, Texas.
Objections are due 4:00 p.m. (prevailing Central time) on
April 21, 2009.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                 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: Jefferies & Co. Can Initially Serve as Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, on an interim basis, Crusader Energy Group Inc. and
its debtor-affiliate to employ Jefferies & Company, Inc., as
financial advisors.

A final hearing on the motion will be held on April 28, 2009, at
9:15 a.m., before Hon. Barbara J. Houser at the U.S. Bankruptcy
Court, 1100 Commerce Street, 14th Floor, Dallas, Texas.

Jefferies is expected to 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, told 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 assured 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.


CRUSADER ENERGY: SALs and SOFAs Deadline Extended to May 6
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended until May 6, 2009, Crusader Energy Group Inc. and its
debtor-affiliates' time of filing schedules of assets and
liabilities and statement of financial affairs.

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

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

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

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


CUSTOM CRAFTERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Custom Crafters, Inc.
        4000 Howard Ave.
        Kensington, MD 20895
        Phone: (301) 493-4000
        Fax: (301) 493-6686
        E-Mail:cchwastyk@customcraftersinc.com

Bankruptcy Case No.: 09-15230

Chapter 11 Petition Date: March 27, 2009

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

Judge: Wendelin I. Lipp

Company Description: Custom Crafters, Inc., offers complete
                     project management of kitchen or bath
                     remodeling projects.
                     See http://www.customcraftersinc.com

Debtor's Counsel: John Douglas Burns, Esq.
                  6303 Ivy Lane, Ste. 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780
                  Email: burnslaw@burnslaw.algxmail.com

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

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

The petition was signed by Tim Kravchunovsky, president of the
Company.

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

             http://bankrupt.com/misc/mdb09-15230.pdf


DAVID BARROSO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: David R. Barroso
        David R. Barroso DDS, P.C.
        402 Main Street
        Blanchard, MI 49310
        Tel: (989) 561-2865

Bankruptcy Case No.: 09-03641

Chapter 11 Petition Date: March 27, 2009

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Debtor's Counsel: Robert J. Sayfie, Esq.
                  Robert J. Sayfie, PC
                  161 Ottawa Ave., NW, Suite 407
                  Grand Rapids, MI 49503
                  Tel: (616) 774-9244
                  Email: robert@sayfie.com

Estimated Assets: Not Reported

Estimated Debts: Not Reported

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

             http://bankrupt.com/misc/miwb09-03641.pdf


DOUBLE JJ RANCH: Assets to Sold for $9.75MM Under Confirmed Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District Michigan said
it will sign an order confirming the Chapter 11 plan for Double JJ
Ranch Resort, a dude ranch-style resort hotel and water park in
Rothbury, Michigan, Bloomberg's Bill Rochelle reported.

The Bankruptcy Court is also expected to approve a sale of the
resort for $9.75 million to Progressive Resorts LLC.  The sale
doesn't include the adjacent golf course.

The disclosure statement explaining the Plan said the resort was
worth about $8.5 million while the golf course has a value of
$1.5 million.  The Plan gives about 78% of sale proceeds to
BankFirst, the lender with an $18.9 million mortgage.  The
shortfall on the bank mortgage becomes an unsecured claim.  The
bank doesn't receive all proceeds from a sale because the banks'
mortgage does not cover all of the resort's property.

The Court previously refused to approve a sale of the resort to
the bank in exchange for mortgage debt.

At BankFirst's request, the trustee was appointed five days after
the Chapter 11 filing in July. The resort includes a water park
and horseback riding.

Double JJ Resort Ranch operates a resort in Rothbury, Michigan.
The Debtor filed for Chapter 11 bankruptcy on July 18, 2008
(Bankr. W.D. Mich. Case No. 08-06296).  Steven L. Rayman, Esq., at
Rayman & Stone, and Michael S. McElwee, Esq., at Varnum,
Riddering, Schmidt & Howlett, LLP, represent the Debtor as
counsel.  An affiliate OutdoorResources Inc. filed on the same day
(Case No. 08-06299).


EASTERN CORPORATE: S&P Withdraws '--/Watch Neg/B' Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has taken rating
actions on six corporate credit unions.  The ratings on all the
credit unions remain on CreditWatch Negative.  S&P is also
withdrawing S&P's ratings on Eastern Corporate Federal Credit
Union and Central Corporate Credit Union, each at the company's
request.

This action was prompted by S&P's reassessment of these
institutions' creditworthiness in light of recent regulatory
actions taken by the National Credit Union Administration
(regulator for credit unions) and the corporate credit unions'
capitalization being severely impaired as the result of the
expected write-down of their capital investments in U.S. Central
Federal Credit Union.  None of these corporate credit unions have
rated debt outstanding.

On March 20, 2009, the NCUA took U.S. Central and Western
Corporate Federal Credit Union into conservatorship after
determining that their exposure to losses in their portfolios of
mortgage-related structured securities was in excess of their
capital.  As a result, the NCUA has announced that all corporate
credit unions' capital investments (paid-in capital and
membership capital shares) in U.S. Central will have to be
completely or almost completely written down.  Although the NCUA
has stated that it does not plan to seize any corporates because
of the write-down of their investments in U.S. Central, S&P
believes that this will severely impair the corporates'
capitalization.

The impact of this write-down on the rated corporate credit
unions' capitalization varies widely, but in all cases it results
in a capital profile that S&P believes is insufficient to support
any rated corporate at the prior ratings level.  Before these
recent events, EasCorp and Cencorp were among the highest rated
corporates because they had the least exposure to at-risk,
mortgage-related, structured securities, but S&P expects their
capital levels to be the most severely affected by the write-down
of their U.S. Central capital investments.  According to S&P's
calculations, each is likely to have negative regulatory core
capital.  Although S&P expects the capital levels at Southwest
Corporate Federal Credit Union and Constitution Corporate Federal
Credit Union to be least affected by the write-down, S&P believes
their resulting capitalization will be weak in light of their
significant exposure to potential future losses on their
portfolios of mortgage-related structured securities.

The remaining rated corporate credit unions will stay on
CreditWatch Negative because of continued negative pressure on the
ratings from weak capitalization, the potential for further
securities write-downs in the near term, and uncertainty as to the
direction and form of future regulatory action toward these
companies.  The NCUA has stated that it would inject capital into
any corporate that needed it as the result of securities write-
downs.  It remains to be seen if this would be done under
conservatorship, as it was at U.S. Central and WesCorp, or in a
way less favorable to creditors.

Credit Union creditors are especially well protected in the event
of a liquidation because all credit union debt ranks senior to
members' shares and deposits.  S&P believes the NCUA's program to
guarantee all member deposits through December 2010, into which
all of the rated corporates with the exception of Eascorp have
opted, is crucial to the corporate credit unions'
creditworthiness.

To resolve the CreditWatch on the remaining rated corporate credit
unions, S&P will closely monitor further industry and company-
specific developments, assess each rated corporate's capital
plans, and seek further insight from the NCUA as to its plans for
the corporate credit union network.

              Ratings Lowered, Remain On CreditWatch

             Southeast Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             BBB-/Watch Neg/A-3      A+/Watch Neg/A-1

             Southwest Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             BBB-/Watch Neg/A-3      A+/Watch Neg/A-1

           Constitution Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             --/Watch Neg/A-3        --/Watch Neg/A-1

                   SunCorp Corporate Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             --/Watch Neg/A-3        --/Watch Neg/A-1+

                   Central Corporate Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             --/Watch Neg/B          --/Watch Neg/A-1+

              Eastern Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             --/Watch Neg/B          --/Watch Neg/A-1+

                         Ratings Withdrawn

                  Central Corporate Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             NR                      --/Watch Neg/B

               Eastern Corporate Federal Credit Union
                     Counterparty Credit Rating

             To                      From
             --                      ----
             NR                      --/Watch Neg/B


EDRA D BLIXSETH: Sec. 341(a) Meeting Set for April 30 in Montana
----------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Edra D. Blixseth and Yellowstone Mountain Club Inc.'s Chapter
11 case on April 30, 2009, at 10:00 a.m., at U400 N Main Street,
2nd Fl. Crtrm, Butte, MT 59701, Butte, Montana.

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.

Rancho Mirage, California-based, Edra D. Blixseth and Yellowstone
Mountain Club Inc. filed for separate Chapter 11 protection on
March 26, 2009 (Bankr. Lead D. Mont. Case No. 09-60452).  The
Debtors listed estimated assets of $100 million to $500 million
and estimated debts of $500 million to $1 billion.  The Debtors
did not file a list of 20 largest unsecured creditors.


EPIX PHARMACEUTICALS: Launches Distressed Debt Offer; Might File
----------------------------------------------------------------
EPIX Pharmaceuticals, Inc., has commenced an exchange offer for
all of its $100 million aggregate principal amount of 3.00%
Convertible Senior Notes due 2024.  EPIX is offering to exchange
the Notes for shares of common stock and a cash payment.

Under the terms of the Exchange Offer, EPIX will issue in exchange
for each $1,000 in principal amount of Notes properly tendered and
accepted for exchange, a cash payment of $180.00, 339 shares of
common stock, par value $0.01 per share, and one contingent value
right.  Subject to certain exceptions, each CVR represents a
contractual right to receive additional payments if, within nine
months after completion of the Exchange Offer or earlier in
certain circumstances, the company consummates any future
repurchase of Notes not tendered in the Exchange Offer at a value
that exceeds that offered in the Exchange Offer.

The company intends to use the net cash proceeds from the sale of
its U.S., Canadian and Australian rights for MS-325 (formerly
marketed as Vasovist(R), gadofosveset trisodium, by Bayer Schering
Pharma), its novel blood pool magnetic resonance angiography (MRA)
agent, to Lantheus Medical Imaging, Inc., which was announced
separately today by the company. If all Notes are tendered in the
Exchange Offer, the noteholders would receive $18 million and an
aggregate of 33,900,000 common shares, representing approximately
44.7% of the total outstanding common stock of EPIX immediately
following consummation of the Exchange Offer. The company
currently has 41,947,441 shares of common stock outstanding.

In conjunction with the Exchange Offer, EPIX is soliciting
consents to the adoption of proposed amendments to the indenture
governing the Notes.  Any holder of the Notes who tenders its
Notes pursuant to the Exchange Offer will be deemed to have
delivered a consent to the proposed amendments. The proposed
amendments are being sought in order to eliminate certain
restrictive covenants and certain events of default contained in
the indenture governing the Notes.

Holders of approximately 83% of the Notes have committed to tender
their Notes in the Exchange Offer and consent to the proposed
amendments in the Consent Solicitation.

The Exchange Offer will expire at 5:00 p.m. (EDT) on Monday,
May 4, 2009, unless extended by EPIX with the consent of the
holders of 75% in outstanding principal amount of the Notes.
Tenders of the Notes must be made before the Exchange Offer
expires and may be withdrawn at any time before the Exchange Offer
expires. The Exchange Offer is conditioned upon the valid tender
of at least 93% of the aggregate principal amount of the
outstanding Notes. This condition may be modified by EPIX with the
consent of the holders of 75% in outstanding principal amount of
the Notes. The Exchange Offer is also subject to several other
conditions.

Further details about the terms, conditions, risk factors, tax
considerations and other factors that should be considered in
evaluating the Exchange Offer and Consent Solicitation are set
forth in an Offer to Exchange and a related Letter of Transmittal,
which are expected to be distributed to holders of the Notes
beginning today.

If EPIX is unable to restructure its obligations under the Notes,
it may be forced to seek protection under the United States
bankruptcy laws.

It is expected that written materials explaining the full terms
and conditions of the Exchange Offer will be filed with the
Securities and Exchange Commission later today. The materials are
available free of charge at the SEC's website - www.sec.gov. In
addition, EPIX will provide copies of these documents free of
charge to holders of its outstanding Notes upon request to EPIX at
(781) 761-7600 or from the exchange agent, U.S. Bank National
Association, at (800)-934-6802.

The shares of common stock issuable in the Exchange Offer have not
been and will not be registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state securities law
and, unless so registered, may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.

This news release is for informational purposes only, and is not
an offer to buy or the solicitation of an offer to sell any
security. The Exchange Offer and Consent Solicitation are being
made only pursuant to the Exchange Offer documents that are being
distributed to the holders of the Notes and filed with the
Securities and Exchange Commission.

                  About EPIX Pharmaceuticals

EPIX Pharmaceuticals, Inc. (NASDAQ:EPIX), is a biopharmaceutical
company focused on discovering and developing novel therapeutics
through the use of its proprietary and highly efficient in silico
drug discovery platform.  The company has a pipeline of
internally-discovered drug candidates currently in clinical
development to treat diseases of the central nervous system -- see
http://www.trialforAD.com/-- and lung conditions.  EPIX also has
collaborations with leading organizations, including
GlaxoSmithKline, Amgen and Cystic Fibrosis Foundation
Therapeutics.


FEDERAL-MOGUL CORPORATION: Moody's Cuts Corporate Rating to 'B1'
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of the Federal-
Mogul Corporation -- Corporate Family and Probability of Default
Ratings, to B1 from Ba3.  In a related action, the ratings of the
senior secured term loans were lowered to Ba3 from Ba2, and the
Speculative Grade Liquidity Rating was affirmed at SGL-2.  The
rating for the senior secured asset based revolver was affirmed at
Ba2.  The outlook is stable.

The lowering of Federal-Mogul's Corporate Family to B1 reflects
the company's weakened credit metrics as a result of the dramatic
decline of global automotive production and the impact of the
global recessionary environment on consumer spending.  Moody's
expects that these conditions will result in credit metric
unsupportive of a Ba rating over the intermediate term.  The
ratings also reflect the company's strong competitive position and
product lines within the automotive supplier industry.  Federal-
Mogul's aftermarket business represents about 38% of revenues,
which should provide some stability to offset production volume
declines in the company's original equipment business (62% of
revenues).  The general fundamentals of the automotive
aftermarket, such as a large vehicle base and higher average
vehicle age, should continue to benefit the company over the long-
term.  Federal-Mogul indicates that no individual customer
accounted for more than 6% of the company's sales during 2008.

The stable outlook considers that while the risk of further
reductions in global OEM production continues over the near-term,
Federal-Mogul is expected to maintain sufficient operating
flexibility to manage through the current trough.  The company has
no major debt maturities over the intermediate term and the senior
secured credit facilities do not have financial maintenance
covenants.  Federal-Mogul has taken actions to mitigate the OEM
production declines including a 26% workforce reduction since July
2008, plant and distribution center closures, shortened work
weeks, and other actions.  Moody's expects the market for
automotive aftermarket parts to benefit from current OEM industry
conditions, as consumers hold on to cars for longer periods.  For
fiscal 2008, the company's EBITA/Interest expense was 1.5x
(including Moody's Standard adjustments) and Debt/EBITDA was 5.2x
(4.0x, net of cash).  The company's credit metrics are expected to
remain under pressured for the assigned rating over the near-term.

Federal-Mogul's B1 Corporate Family Rating and stable outlook are
supported by the company's good liquidity profile over the next
twelve months.  Cash on hand at 12/31/08 was approximately
$888 million.  Industry conditions are expected to pressure free
cash flow generation over the near-term.  However, the company's
term loans have nominal amortization requirements over the next
twelve months.  As such, the company's $540 million asset based
revolver is expected to continue to be largely undrawn over the
near-term.  Outstanding letters of credit at 12/31/08 were
approximately $57 million.  The senior secured credit facilities
do not have financial maintenance covenants.  Federal-Mogul has
limited alternate liquidity, as the senior secured credit
facilities are secured by essentially all of the company's
domestic subsidiaries' personal property (including 66% of the
stock of certain first-tier foreign subsidiaries) and certain real
property.

The asset based revolving credit is rated Ba2.  In a January 2008
Special Comment, Moody's outlined the changes to its Loss-Given-
Default methodology to differentiate the favorable recovery
experience of asset-based loans relative to other types of senior
secured first-lien loans.  The terms of Federal-Mogul's ABL meet
the eligibility requirements outlined in the Special Comment and,
therefore, its rating is Ba2, which is one notch higher than it
otherwise would have been.

These ratings were lowered:

  -- Corporate Family Rating, to B1 from Ba3;

  -- Probability of Default Rating, to B1 from Ba3;

  -- $1.0 billion senior secured term loan facility December 2015,
     which includes a $50 million senior secured synthetic letter
     of credit facility and a $0.95 billion senior secured term
    loan, to Ba3 (LGD3, 37%) from Ba2 (LGD3, 42%)

  -- $1.96 billion senior secured term loan December 2014, to Ba3
     (LGD3, 37%) from Ba2 (LGD3, 42%);

These ratings were affirmed:

  -- Ba2 (LGD2, 29%) rating for the $540 million senior secured
     asset based revolver;

  -- The Speculative Grade Liquidity Rating of SGL-2

The last rating action on Federal-Mogul was on January 8, 2008
when the Ba3 Corporate Family Rating was assigned.

Future events that have potential to drive Federal-Mogul's outlook
or ratings higher would result from operating performance leading
to improvements in EBITA/Interest coverage to over 2.0x, or in
leverage approaching 4.0x.

Future events that have potential to drive Federal-Mogul's outlook
or ratings lower include decreasing aftermarket volumes or
profitability, further production volume declines at the company's
OEM customers, material increases in raw materials costs that
cannot be passed on to customers or mitigated by restructuring
efforts, or deteriorating liquidity.  Consideration for a lower
outlook or rating could arise if any combination of these factors
were to increase leverage, or result in EBITA/Interest coverage
consistently below 1.5x times.

Federal-Mogul Corporation, headquartered in Southfield, Michigan,
is a leading global supplier of vehicular parts, components,
modules and systems to customers in the automotive, small engine,
heavy-duty, marine, railroad, aerospace and industrial markets.

The company's primary operating segments are: Powertrain - Energy,
Powertrain Sealing and Bearings, Vehicle Safety and Protection,
and Global Afermarket.  Federal-Mogul offers market-leading
products for original equipment and aftermarket applications.
Annual revenues approximate $6.9 billion.


FORD MOTOR: Completion of Tender Offers Cue S&P's 'SD' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit and other ratings on Ford Motor Co., reflecting
the completion of tender offers for Ford debt.  S&P lowered the
corporate credit rating to 'SD' (selective default) and certain
issue ratings to 'D'.

The rating actions are consistent with S&P's previously published
intentions.  As S&P stated previously, S&P considers the
completion of the tender offers to be distressed exchanges and, as
such, are tantamount to defaults under S&P's criteria.

S&P expects to assign a new corporate credit rating on Ford by
mid-April.  The new rating will be based on S&P's assessment of
the company's new capital structure and liquidity profile, as well
as Ford's business prospects and other relevant rating
considerations, including S&P's view of the effect of any
assistance the U.S. government may provide.  Ford is not seeking
government loans but has requested a standby credit line of up to
$9 billion to protect its liquidity against further market
deterioration.

"The tender offers will reduce debt and lower interest costs, and
Ford has stated that annual interest savings will be more than
$500 million," said Standard & Poor's credit analyst Robert
Schulz.  "However, even with this debt reduction, our preliminary
expectation is that the new corporate credit rating will likely
not be higher than the 'CCC' category initially because S&P
believes Ford's fundamental business risks remain unchanged for at
least the rest of 2009 and perhaps longer: most notably,
deteriorating vehicle demand globally and the substantial
execution risk of the ongoing restructuring," he continued.

The offers for Ford debt were conducted by Ford Motor Credit Co.
(Ford Credit), with the exception of a conversion of convertible
notes, which was conducted by Ford.  Ford Credit and Ford used
$2.4 billion in cash and approximately 468 million shares of Ford
common stock to reduce Ford's automotive debt by $9.9 billion,
from $25.8 billion at Dec. 31, 2008.  The counterparty credit
ratings and issue-level ratings on Ford Credit (CCC+/Negative/--)
and FCE Bank PLC (B-/Negative/--) remain unchanged.  S&P expects
the differential between the issuer credit ratings on Ford and
Ford Credit to be temporary because S&P still considers Ford
Credit's default risk to be indistinguishable from that of its
parent, in accordance with S&P's criteria on captive finance
subsidiaries.

Ford Credit used $1 billion in cash to purchase and retire the
$2.2 billion principal amount of Ford's secured term loan debt,
and another $1.1 billion in cash to retire the $3.4 billion
principal amount of Ford's unsecured, nonconvertible debt.  Ford
purchased $4.3 billion principal amount of the company's 4.25%
senior convertible notes due 2036 using common equity and
$344 million in cash.  Ford previously indicated that all debt
acquired by Ford Credit through the tender offers will be retired.


FRONTIER COMMUNICATIONS: Fitch Puts 'BB' Rating on $600 Mil. Debt
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Frontier
Communications Corporation's offering of $600 million of 8.25%
senior unsecured debt due 2014.  Proceeds will be used to reduce,
repurchase or refinance indebtedness or for general corporate
purposes.  In addition to assigning a rating to the current
offering, Fitch has withdrawn the ratings assigned to Commonwealth
Telephone Enterprises, Inc., as shown below, due to the repayment
of its debt. Frontier's Rating Outlook is Stable.

Frontier's 'BB' rating incorporates Fitch's expectation for the
company to maintain, if not improve, its credit metrics, to
sustain strong operating margins in the near term, and to have
access to ample liquidity.  In the near-term, operating margins
are expected to remain relatively strong as cost controls remain
an ongoing area of focus, with the resultant operating cash flows
and a lower capital budget contributing to solid free cash flows.
These positive attributes are balanced against the risks posed by
emergence of greater economic pressures in late 2008 and the
continuing effects of greater competition.  An additional
constraining factor is the potential for reform of universal
service and intercarrier compensation in late 2009, at the
earliest, but more likely in 2010.

Fitch also notes that Frontier historically has prudently managed
its maturity schedule, and expects a similar approach as it
addresses its next major maturities, which amount to approximately
$1.1 billion, in 2011.  Fitch believes that free cash flows,
combined with the current offering, could be used to partly
address the 2011 maturities and materially reduce refinancing
risk.

With regard to 2009 expectations, Frontier has stated it will look
for opportunities to reduce leverage and may look at retiring
existing debt issues.  Fitch believes, even without the retirement
of existing issues, net debt leverage could decline in 2009, as
its cash position will build as the company has no plans to
institute a common stock repurchase program as it has done in
recent years.

With regard to specific targets, Frontier has indicted a desire to
reduce net debt leverage in the longer term to the 3.2 times (x)
to 3.3x range.  In 2008, leverage on a net debt basis was just
under 3.8x, and at 3.9x, Frontier's gross debt-to-EBITDA was
slightly higher than the 3.8x recorded in 2007.  The company's
guidance calls for pre-dividend free cash flow (as defined by the
company) to be in the range of $460 million to $485 million, and
capital spending to range from $250 million to $270 million.

Fitch will monitor Frontier's progress in reducing leverage, as
well as efforts to address its 2011 debt maturities.  Although
Fitch does not anticipate a near-term change in Frontier's
recently stated financial policies, Fitch would be concerned if
such policies were to be materially changed, in light of its
upcoming maturity schedule and the current financial market
environment.

Competition from cable telephony and wireless operators has
pressured Frontier's revenues, and there is rising pressure as
well from the recessionary economy.  Frontier estimates
approximately 65% of its access lines are exposed to cable-
provided voice services.  To retain and attract customers,
Frontier is aggressively bundling high-speed data and video
services.  In 2008, customer-based revenues were relatively
stable, although there was some increased pressure in the fourth
quarter that partly offset growth in the earlier part of the year.
While customer revenues have been somewhat stable, in 2008
Frontier experienced larger revenue declines from high-margin
regulatory-derived sources such as universal service fund receipts
and switched access services.

Fitch notes that Frontier is likely to continue to evaluate
acquisitions as a use of capital.  However, management has changed
its criteria and has stated that they would not lever up to make
an acquisition and could potentially look at opportunities where
they would be able to delever.

Total debt at Dec. 31, 2008 was $4.726 billion, down approximately
$14 million from year-end 2007. Liquidity is good with an undrawn,
$250 million senior unsecured credit facility in place until May
2012 and $164 million in cash at Dec. 31, 2008.  There are no
material maturities until 2011, when approximately $1.1 billion in
debt matures.  Frontier completed its $200 million share
repurchase program, announced in February 2008, in October 2008.
Free cash flow (net cash provided by operating activities less
capital spending and dividends) was approximately $133 million.

Fitch has withdrawn these ratings due to repayment:

Commonwealth Telephone Enterprises, Inc.

  -- Issuer Default Rating 'BB';
  -- Convertible Notes 'BB'.


FRONTIER COMMUNICATIONS: S&P Affirms 'BB' Rating on 2014 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
issue-level rating on Stamford, Connecticut-based Frontier
Communications Corp.'s senior unsecured notes due 2014, which was
upsized to $600 million from $300 million.  The '3' recovery
rating on the notes remains unchanged and indicates the
expectation 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.  Pro forma for
this issue, total funded debt is about $5.3 billion.

At the same time, S&P affirmed all ratings on Frontier
Communications, including the 'BB' corporate credit rating.  The
outlook is stable.

"Wireless substitution and cable telephony competition continue to
pressure Frontier Communications' customer base," said Standard &
Poor's credit analyst Allyn Arden.  "We believe the company will
face greater competition as cable operators continue to deploy
less expensive Internet Protocol telephony service in rural
markets," he added.  Frontier Communications' overlap with cable
telephone service is about 65% currently.  "As a result," said Mr.
Arden, "we believe that access-line losses will accelerate despite
the company's promotional efforts to retain customers."  In the
December 2008 quarter, line losses were 7.2%, up from 6.7% in the
previous quarter.


GEHL CO: Breaches Banking Pacts, May File for Ch. 11 Bankruptcy
---------------------------------------------------------------
Gehl Co. may have to file for Chapter 11 bankruptcy protection,
after breaches in banking covenants, USAgNet reports, citing
French manufacturer and owner Manitou.

According to USAgNet, Manitou said that it will start talks with
its bankers and also those of Gehl.  Gehl's banks demanded early
repayment of financing on March 31, 2009, USAgNet states, citing
Manitou.  The report quoted Manitou as saying, "In these
circumstances and in view of the negative earnings outlook for
2009, the group is pursuing discussions with its banking partners
in the United States and Europe with the aim of securing the
financing of Gehl while continuing to contain the risk in the
United States."

Wisconsin-based Gehl Co. is a U.S. specialist in compact
equipment, particularly for the construction and agriculture
markets, producing telehandlers and skid steer loaders and other
equipment.


GENERAL MOTORS: Works With Segway to Develop Scooter
----------------------------------------------------
General Motors Corp. is working with Segway to develop an
electrically powered, two-seat prototype vehicle that has only two
wheels.

GM, according to Sharon Terlep at The Wall Street Journal, is
seeking to generate enthusiasm for its increasingly uncertain
future.  WSJ states that GM has cut product-development programs,
advertising and spending on auto-show events.  WSJ says that GM
believes that P.U.M.A.'s (Personal Urban Mobility and
Accessibility) more car-like traits will lead to better results.
According to the report, GM didn't say how much the machines would
cost, but research chief Larry Burns said owners would spend one-
third to one-fourth of the cost of a traditional vehicle.

WSJ reports that GM said that it aims to develop the vehicle by
2012.  The vehicle, says WSJ, would run on batteries and use
wireless technology.

The new vehicle could allow people to travel around cities more
quickly, safely, quietly and cleanly, and at a lower total cost.
The vehicle also enables design creativity, fashion, fun and
social networking.

Project P.U.M.A. combines several technologies demonstrated by GM
and Segway, including electric drive and batteries; dynamic
stabilization (two-wheel balancing); all-electronic acceleration,
steering and braking; vehicle-to-vehicle communications; and
autonomous driving and parking.  Those technologies integrate in
Project P.U.M.A. to increase mobility freedom, while also enabling
energy efficiency, zero emissions, enhanced safety, seamless
connectivity and reduced congestion in cities.

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: Speeds Up Preparations for Possible Bankruptcy
--------------------------------------------------------------
General Motors Corp. is speeding up preparations for a possible
bankruptcy filing, Jeff Green at Bloomberg News reports, citing
people familiar with the matter.

According to Bloomberg, the sources said that preparations include
creating a new company from GM's best assets if necessary, and
looking at a 363 sale -- a reference to a section of the Chapter
11 bankruptcy code that would help form a new automaker from the
assets and brands of GM to increase the Company's chances of
survival.

GM will meet with Treasury officials this week to review new
restructuring proposals, Bloomberg states, citing a person
familiar with the matter.

                  Saab Eyes 20 Possible Buyers

GM's Swedish unit, Saab Automobile, said in court documents that
it has as many as 20 possible buyers.

Saab has started talks with around 20 different parties interested
in acquiring the Company, Reuters reports, citing Guy Lofalk, a
court-appointed administrator.  According to Reuters, Mr. Lofalk
said that Saab hopes to reach a deal by June 2009, shortly after
its bankruptcy protection would end.

Reuters relates that the court granted Saab an extension to its
Chapter 11 bankruptcy protection.  Reuters quoted a Swedish court
official as saying, "The court has decided that the reconstruction
can continue until May 20 at the latest, if no other decision is
taken before then."

None of Saab's creditors objected to its reorganization plan,
which calls for the creditors to write-off 75% of its
$1.34 billion debt, of which GM owns over 90%, Reuters states.
According to court documents, the debt deal will be completed in
July 2009 and the first payments will be made a year later.

Reuters says that Saab's plan will require an infusion of about $1
billion to complete.  Reuters states that about $400 million will
come from GM in the form of production equipment and debt write-
offs, while Saab hopes to raise $600 million from the European
Investment Bank.

Saab's Plan calls for the Company to boost efficiency in its
plants, dropping its break-even point to 130,000 vehicles per year
from the current 150,000, Reuters reports.

       Daewoo Posts KRW875.69 billion Net Loss in 2008

Dow Jones Newswires reports that GM's South Korean subsidiary, GM
Daewoo Auto & Technology Co., posted a KRW875.69 billion net loss
in 2008, compared to a net profit of KRW540.51 billion in 2007,
due to low demand and investment losses.

High oil prices in 2008 led to reduced sales of SUVs, while
increasing manufacturing costs and volatile foreign exchange rates
took their toll on profits, Dow Jones states, citing GM Daewoo's
Vice President Jay Cooney.

According to Dow Jones, GM Daewoo's operating profit dropped 39%
to KRW290.31 billion in 2008, from KRW472.27 billion in 2007.
Sales dropped 1.6% to KRW12.310 trillion from KRW12.514 trillion,
Dow Jones says.

GM Daewoo, Dow Jones relates, said that it may suffer liquidity
problems in the second quarter 2009.  It is negotiating with the
Korean government to secure short-term financial support,
according to Dow Jones.

                South African Arm To Cut 700 Jobs

Dow Jones state that a spokesperson of GM's South African unit
said that the firm will lay off about 700 employees, after market
conditions deteriorated further in the early part of this year.

Dow Jones quoted General Motors South Africa communications
manager Denise van Huyssteen as saying, "We anticipate terminating
the services of temporary contract employees, extending the
voluntary separation plan to all employees and, as a last resort,
implementing forced retrenchments."  General Motors South Africa
would proceed with lay offs after consulting with the industry
union and other worker representatives, Dow Jones says, citing Mr.
van Huyssteen.

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 November 10,
2008, General Motors Corporation's balance sheet at September 30,
2008, showed total assets of $110.425 billion, total liabilities
of $170.3 billion, resulting in a stockholders' deficit of
$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 November 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
November 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 $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: Levin Says Bondholders Will Be Wiped Out in Ch. 11
------------------------------------------------------------------
Tina Seeley and Peter Cook of Bloomberg News report that according
to U.S. Representative Sander Levin, General Motors Corp.
bondholders have been holding back from talks on the company's
restructuring and are "terribly misguided" if they think they will
get a better deal through a bankruptcy filing.

"Bankruptcy would wipe them out," Mr. Levin, a Michigan Democrat,
said in an interview dated April 6 on Bloomberg Television.

According to Bloomberg, GM, the largest U.S. carmaker, is trying
to craft a new strategy for financial viability that cuts debt and
boosts cash flow.  The U.S. government ordered the company to come
up with a plan by June to justify taxpayer aid that is keeping GM
alive.

Bondholders are "holding back" on the assumption that bankruptcy
would be better for them, while "labor is back at the table,
making concessions," Mr. Levin said. "It is essential that the
automobile industry survive, but everyone has to pitch in and
help," said Mr. Levin.

As reported by the Troubled Company Reporter on March 23, 2009, an
ad hoc group of holders of General Motors Corp. bonds cast doubt
on the viability of the five-year restructuring plan that GM
presented to the U.S. Department of the Treasury on February 17,
2009.

In a letter dated March 22, 2009, addressed to Treasury Secretary
Timothy Geithner and advisors to the Presidential Task Force on
the Auto Industry, the bondholders expressed concern that GM is
putting too much faith in a near-term turnaround in the economy
that would enable annual auto sales to reach previous levels.

GM bondholders have been asked to swap 2/3 of the value of their
bonds for stake in the Company.

"We do not know if the plan would, in fact, keep the company out
of bankruptcy (in which case the securities received by
bondholders in an exchange would likely be worthless and the
retirement funds and others who counted on these securities would
be left with nothing)," according to the letter prepared by the
group's advisors Houlihan Lokey Howard & Zukin Capital, Inc., and
Paul, Weiss Rifkind, Wharton & Garrison, LLP.

The letter added, "It appears a purely arbitrary decision was made
in December as to what bondholders would receive.  All other
parties involved in the restructuring process will walk away with
far more.  Many will be paid in full.  It is unclear why it was
decided that GM's bondholders should bear the greatest risk here."

On March 5, the group's advisors presented to the Presidential
Task Force a framework for constructing a debt-to-equity exchange.
The bondholders believe their own framework is consistent with the
government's restructuring objectives under the terms of the UST
brige loan; and provides the best chance of completing the out-of-
court restructuring desired by all parties by securing the
necessary high level of acceptance among GM's bondholders.

"It is only with this high level of acceptance from the thousands
of holders of $28 billion of GM debt that GM can successfully be
restructured out of court," the letter said.

The bondholders had noted that their own framework will be
accepted by institutional investors who hold roughly 80% of GM
unsecured debt; and from retail investors, who hold the remaining
20% and who bought GM bonds in small blocks.

The group had said neither GM nor the auto task force has
responded to the group's proposal.  The group had indicated
they're open for discussions.

                      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 Unit Attracts 20 Potential Bidders
-------------------------------------------------------
Bloomberg News' Niklas Magnusson reports that more than 20 "active
parties" are interested in the Swedish carmaker Saab Automobile as
it seeks a new owner to emerge from bankruptcy protection by June.

The Company has drawn interest from Swedish and international
carmakers as well as financial investors, Saab management said at
a press conference dated April 6 after a court hearing in
Vaenersborg, southern Sweden. According to Bloomberg News, Saab
creditors agreed to extend the company's reorganization to May 20,
giving it three months to restructure after the bankruptcy filing.

Saab Chief Executive Officer Jan-Aake Jonsson said he will return
the company to its "roots" with four new models in the next 18
months that peddle Saab's engineering and safety heritage and
promote the company's turbo-charged engines. Saab predicted it
will make fewer cars in 2009 and 2010 than the 93,000 produced
last year, and that it needs to make 130,000 cars to break even,
Bloomberg said.

"We face a number of challenges. Saab has always had a very thin
product base, which has always been an Achilles Heel for Saab. We
also have very long life cycles for our products," Mr. Jonsson
said at the court hearing.

Bloomberg relates that Saab sought protection from creditors six
weeks ago after parent General Motors Corp. said it would sever
ties with the division by the start of next year at the latest. GM
has claims on Saab of 9.6 billion kronor ($1.2 billion) after
taking over other creditors' claims, the companies said. Saab will
propose all creditors, including GM and the Swedish state, write
down claims by 75%, bankruptcy lawyer Guy Lofalk said.

                       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.


GLOBAL MOTORSPORT: Wants Plan Filing Period Extended to July 31
---------------------------------------------------------------
Global Motorsport Group, Inc., et al., asks the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
period to propose a plan to July 31, 2009, and their exclusive
period to solicit acceptances of a plan to September 30, 2009.

This is the Debtors' fourth request for an extension of their
exclusive periods.

As reported in the Troubled Company Reporter on March 12, 2008,
the Debtors obtained approval of the sale of substantially of
their assets to Dae-II USA, Inc., for $16 million.  The sale
closed on March 7, 2008.  The Debtors tell the Court that they,
together with the Official Committee of Unsecured Creditors and
secured lender Ableco Finance LLC, have agreed on the essential
terms of a plan, and have now executed a term sheet memorializing
the terms of that agreement.

                    About Global Motorsport

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/home.shtml-- is a dealer of
European model sports cars.  The company is also known as Global
Motorsport Parts Inc.  The Company and three of its affiliates
filed for protection on January 31, 2008 (Bankr. D. Del. Lead Case
No. 08-10192).  Laura Davis Jones, Esq., James O'Neill, Esq., and
Joshua Fried, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  T. Scott Avil, Esq., at CRG
Partners Group LLC, is the Debtors' restructuring services
provider.  Federico G.M. Mennella, Esq., at Lincoln International
Advisors, LLC, is the Debtors' investment banker.

The Debtors selected Epiq Bankruptcy Solution LLC as their claims
agent.

The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors in these
cases.  The Committee selected Fox Rothschild LLP as its new
counsel.  Edward T. Gavin, CTP, at NachmanHaysBrownstein, Inc., is
the Committee's financial advisor.

Adam Harris, Esq., and David Hillman, Esq., at Schulte Roth &
Zabel LLP, serve as counsel to the prepetition and postpetition
secured lenders.  When the Debtors filed for protection from their
creditors, they listed assets of between $50 million and
$100 million and debts of between $100 million and $500 million.


GREENWICH ASSOCIATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Greenwich Association, Inc.
        1470 NE 123rd Street
        Miami, FL 33161
        Tel: (305) 895-0191

Bankruptcy Case No.: 09-15499

Chapter 11 Petition Date: March 27, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Company Description: The Debtor is a condominium association.
                     See http://greenwichcondominium.tripod.com/

Debtor's Counsel: Douglas J. Snyder, Esq.
                  7901 SW 67th Ave. # 206
                  South Miami, FL 33143
                  Tel: (305) 663-0740
                  Email: djspa@aol.com

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

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

The petition was signed by Maria Lidia Da Cunha, president of the
Company.

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

             http://bankrupt.com/misc/flsb09-15499.pdf


HARVEST OIL: Wants to Hire Adams and Reese as Counsel
-----------------------------------------------------
Harvest Oil and Gas LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the Western District of Louisiana for
authority to employ Adams and Reese LLP as their counsel.

The firm is expected to:

1) assist the Debtors in the preparation, filing and approval
   of a disclosure statement and plan of reorganization;

  2) appear in the Court to protect the interest of the Debtors;

  3) represent and advise the Debtors in connection with the use
     of cash collateral and obtaining debtor-in-possession
     financing;

  4) advise the Debtors concerning and assisting with the
     negotiation and documentation of a DIP financing agreements,
     cash collateral orders, and any related transaction or
     documents;

5) investigate the nature and validity of liens asserted
   against the Debtors' properties, and advise the Debtors
   regarding the enforceability of the liens;

6) investigate and advise the Debtors regarding, and taking
   such actions as may be necessary to collect the Debtor's
   income and assets in accordance with applicable law and to
   recover property for the benefit of the estates;

7) assist the Debtor in the disposition of their assets,
   through this proceeding which they no longer need in the
   operation of their business, if any;

8) advise and assist the Debtors regarding exectory contract
   and unexpired lease assumptions, assignments and rejections,
     restructuring and recharacterizations;

  9) assist the Debtors in reviewing , estimating and resolving
     claims asserted against the estates;

10) represent, advise, counsel and assist the Debtors in all
     litigation, whether brought by the Debtors or against the
     Debtors; and

11) perform all legal services for the Debtors which may be
     necessary and appropriate in these cases;

The firm's professionals assigned to represent the Debtors and
their hourly rates are:

     Professional                           Hourly Rate
     ------------                           -----------
     Robin B. Cheatham, Esq.                $375
     John M. Duck, Esq.                     $375
     Lisa, M. Hedrick, Esq.                 $270
     JoAnn J. Courcelle, Esq.               $250
     Scott R. Cheatham, Esq.                $235
     Shana A. Stumpf, Esq.                  $205

     Law Clerks/Paralegals                  $110-$150

John M. Duck, Esq., an attorney and capital partner of the firm,
assures the Court that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Other than Adams and Reese, the Debtors are also seeking the
Court's permission to employ certain professionals to assist them
in their restructuring efforts, including: Schully, Robert,
Slattery & Marino as special counsel; Michael W. Sanders as
general corporate counsel, and securities and exchange commission
counsel; Suzanne Ambrose and Ambrose Consulting LLC as financial
advisor; and Calvin Kilonzo as accountant.

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).  The Debtors
listed estimated assets of $100 million to $500 million and
estimated debts of $100 million to $500 million.


HARVEST OIL: Wants Schedules & SOFA Filing Extended Until May 15
----------------------------------------------------------------
Harvest Oil & Gas LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the Western District of Louisiana to
extend until May 15, 2009, the time to file:

   -- a list of names and addresses of its equity holders;

   -- schedules of assets and liabilities, schedule of current
      income and expenditures, schedule of executory contracts
      and unexpired leases; and

   -- statement of financial affairs.

Given the substantial size and scope of the Debtors' businesses;
the complexity of their financial affairs, the limited staffing to
perform the required internal review of their accounts and
affairs; and the limited time available prior to the commencement
of these cases, the Debtors will be unable to assemble all
information necessary to complete and file the lists by the
April 15 deadline.

The Debtors relate that the extension is necessary for the
efficient and orderly administration of these cases.

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.


HILITE INTERNATIONAL: Moody's Downgrades Default Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Hilite International, Inc.'s
ratings, including its Probability of Default rating to Caa2 from
Caa1.  All ratings will be subsequently withdrawn for business
reasons.

The downgrade of PDR reflects the continuously depressed
production level in the automobile industry on a global basis,
which would likely persist in 2009 and in turn affect Hilite's
already weak operating performance and credit metrics in the
medium term.  The Caa2 also considers the company's weak liquidity
position, in particular concerns on its ability of remaining
covenant compliant as cash flow generation deteriorates.

These ratings were downgraded and will be withdrawn:

Hilite International, Inc.

* Corporate Family Rating -- to Caa2 from Caa1
* Probability of Default Rating --to Caa2 from Caa1

Hilite Germany GmbH & Co. KG

* $95.0 million first lien senior secured term loan --to B3(LGD3,
  30%) from B2(LGD3, 30%)

* $70.0 million second lien term loan -- to Caa3(LGD5,80%) from
  Caa2(LGD5, 80%)

Hilite Industries, Inc

* $25.0 million multi-currency revolving credit facility -- to
  B3(LGD3, 30%) from B2(LGD3, 30%)

* Rating outlook: negative

The last rating action on Hilite occurred on November 3, 2008 when
its CFR was downgraded to Caa1 with negative outlook.

Hilite, headquartered in Cleveland, Ohio, is a designer and
manufacturer of highly-engineered, valve-based components,
assemblies, and systems used principally in powertrain (engine and
transmission) applications for the automotive market.  Major
products include camphasers, diesel valves, cylinder deactivation
valves, SCR emissions control units for heavy duty truck
applications, solenoid valves, proportioning valves, and clutch
assemblies.  The company's annual revenues approximate
$460 million.


HOUSTON PROMENADE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Houston Promenade Associates I. Ltd.
        7373 E. Doubletree Ranch Road #225
        Scottsdale, AZ 85258

Bankruptcy Case No.: 09-32395

Chapter 11 Petition Date: April 6, 2009

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Rogena Jan Atkinson, Esq.
                  rogena@rjabankruptcy.com
                  The Law Offices of RJ Atkinson LLC
                  3617 White Oak Dr
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Raymond G. Tiedje, president of
Milenium Development Corp.


IDEARC INC: Gets Initial Nod for Fulbright & Jaworski as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted authority, on an interim basis, Idearc Inc. and its
debtor-affiliates to employ Fulbright & Jaworski L.L.P. as
counsel.

Fulbright is expected to:

   a) take all necessary actions to protect and preserve the
      Debtors' estates, including, if required by the facts and
      circumstances, the prosecution of adversary proceedings and
      other actions and matters on the Debtors' behalf, the
      defense of any actions commenced against the Debtors, the
      negotiation of disputes, including litigation, in which the
      Debtors are involved, and the preparation of objections to,
      or motions to estimate, claims filed against the Debtors'
      estate where appropriate;

   b) provide legal advice with respect to the Debtors' rights,
      powers, and duties as debtors-in-possession in the
      continued operation of their respective businesses and the
      management of their properties;

   c) prepare on behalf of the Debtors all necessary motions,
      applications, complaints, answers, orders, reports, notices,
      schedules, and any other pleadings and legal documents in
      connection with matters effecting the administration of the
      Debtors and their bankruptcy estates, and the prosecution
      of the Cases;

   d) assist the Debtors in connection with any disposition of
      the Debtors' assets, whether by sale or otherwise;

   e) assist the Debtors in the negotiation, preparation,
      confirmation and consummation of a plan of reorganization
      or liquidation, the preparation of a disclosure statement
      in respect thereof, and in the preparation and execution of
      all related documents and transactions;

   f) appear before the Court, any appellate courts and the
      United States Trustee to protect the interests of the
      Debtors and their bankruptcy estates before the courts and
      the United States Trustee; and

   g) perform all other necessary legal services that the Debtors
      may request in connection with these Cases and pursuant to
      the Bankruptcy Code.

Toby Gerber, Esq., a partner at Fulbright, told the Court that his
hourly rate is $850 per hour and the hourly rates of other
professionals working in these cases are:

     Partners                                $450 - $850
     Senior Counsel, Counsel and Associates  $195 - $725
     Legal Assistants and Support Staff      $105 - $325

Mr. Gerber related that for the period preceding the commencement
of these cases, Fulbright received payments in the aggregate
amount of approximately $3,173,251 from the Debtors for
professional fees and expenses incurred with respect to various
legal matters.

Prior to the petition date, Fulbright also received $2,500,000
retainer for legal services, and for reimbursement of expenses
incurred in representing the Debtors in connection with these
Chapter 11 cases.

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

Mr. Gerber can be reached at:

     Fulbright & Jaworski L.L.P.
     2200 Ross Avenue, Suite 2800
     Dallas, TX 75201-2784
     Tel: +1 214 855 8000
     Fax: +1 214 855 8200

The Court also ordered that this Interim Order will become a final
order on the 20th day after the entry of the Interim Order without
further notice or hearing unless an objection to the Interim Order
is timely filed with the Court and served on Fulbright on or
before the 20th day after entry of this Interim Order.

                        About Idearc Inc.

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

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 31, 2009, (Bankr. N. D. Tex. Lead Case No. 09-
31828) The Debtors propose Moelis & Company as their investment
banker; Kurtzman Carson Consultants LLC as their claims agent.
The Debtors' financial condition as of Dec. 31, 2008, showed total
assets of $1,815,000,000 and total debts of $9,515,000,000.


INDIANAPOLIS DOWNS: S&P Puts 'B-' Rating on $100 Mil. Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Indianapolis Downs LLC's amended and restated
$100 million senior secured first-lien credit facilities.  The
loans, which consist of a $25 million revolving credit facility
and $75 million term loan, were rated 'B-' (two notches higher
than the 'CCC' corporate credit rating on the company) with a
recovery rating of '1', indicating S&P's expectation of very high
(90% to 100%) recovery for lenders in the event of a payment
default.

The corporate credit rating on Indianapolis Downs is 'CCC' and the
rating outlook is negative.  The 'CCC' rating reflects the
company's near-term liquidity concerns, high pro forma debt
leverage, heavy interest burden, and reliance on a single property
for cash flow generation.  Indianapolis Downs owns and operates
the Indiana Live! Casino.

                           Ratings List

                      Indianapolis Downs LLC

  Corporate Credit Rating                       CCC/Negative/--

                           New Ratings

                     Indianapolis Downs LLC

         $25M first-lien revolver due October 2011     B-
           Recovery Rating                             1
         $75M first-lien term loan due October 2011    B-
           Recovery Rating                             1


INVERNESS MEDICAL: S&P Gives Positive Outlook; Keeps 'B+' Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Waltham, Massachussetts-based Inverness Medical
Innovations Inc. to positive, from stable.  At the same time, S&P
affirmed its 'B+' corporate credit and other ratings on Inverness.

The action reflects the company's reduced leverage, its well-
established positions in professional rapid diagnostics, the
increase in revenue diversity from the health management business,
and S&P's belief that the acquisitive company will continue to use
significant equity financing in funding its acquisitions.

"The ratings on Inverness Medical Innovations Inc. reflect the
company's appetite for growth through acquisitions, the uncertain
prospects of its aggressive move into the health management
business, and high leverage," said Standard & Poor's credit
analyst Arthur Wong.  These concerns are partially offset by the
company's expanding offerings of professional rapid diagnostic
products and management's willingness to use significant equity
capital financing.

The outlook on Inverness is positive.  Should the company
demonstrate sustained success at integrating its acquisitions
while maintaining leverage in the 4-4.5x range despite an active
acquisition program, S&P may raise the ratings over the next year.
Given good growth prospects and the possibility for additional
operational improvements, S&P expects modest, steady improvements
in its credit and operating measures over the near term.  However,
the company's strategy of offering professional diagnostics tests
and health care management services is still recent and unproven.
Furthermore, the current recession raises the possibility of
lessened demand for Inverness' products and services, given a
decline in doctor's office visits and/or companies' eagerness to
cut costs.  Should any unexpected setbacks in operations and/or
the company undertakes significant debt-financed acquisition that
would result in leverage consistently above 4.5x, then the outlook
would be revised back to stable.


JAMIE VERGARA: Schedules $12.8MM in Assets and $32.5MM in Debts
---------------------------------------------------------------
Jamie Ruben Vergara filed with the U.S. Bankruptcy Court for the
Middle District of Florida his schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,625,000
  B. Personal Property              $240,221
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,204,492
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $330,354
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $20,002,771
                                   ----------     -----------
TOTAL                             $12,865,221     $32,537,618

A copy of Jamie Ruben Vergara's schedule of assets and liabilities
is available at:

       http://bankrupt.com/misc/JamieVergara.Schedules.pdf

Headquartered in Orlando, Florida, Jamie Ruben Vergara filed for
Chapter 11 protection on March 9, 2009 (Bankr. M.D. Fla. Case No.
09-02751).  Lawrence M. Kosto, Esq., at Kosto & Rotella PA,
represents the Debtor as bankruptcy counsel.  In his petition,
Mr. Vergara listed assets of between $10 and $50 million, and the
same range of debts.


JANE & COMPANY: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Jane & Company and Jane & Co., Inc., have filed individual
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Court for the District of Delaware.

According to Bill Rochelle, the Company said in its "barebones"
petition that its assets and debt both exceed $10 million.

The bankruptcy filing was necessary due to significant cash
liquidity issues faced by Jane arising from the economic crisis
that affected retail customers nationwide.  Jane has successfully
obtained a debtor-in-possession financing commitment from its
senior secured lender that will provide funds necessary to
continue operating Jane's cosmetic distribution business during
the Chapter 11.

Jane has annual revenues of approximately $25 million.  Chapter 11
will allow Jane to operate its business as a debtor-in-possession
while it seeks a sale of Jane and/or its assets or another
alternative exit strategy.

Drew McManigle has been named Chief Restructuring Officer (CRO)
and is leading Jane's business reorganization efforts.  Derek C.
Abbott and Daniel B. Butz of the Wilmington law firm of Morris,
Nichols, Arsht & Tunnell, LLP, represent the debtors-in-
possession.

Jane & Company's quality cosmetic lines fill a niche between value
and more expensive cosmetic brands.  Its corporate headquarters
and operations are located in Baltimore, Maryland.

Baltimore-based Jane & Co., purchased the Jane brand of younger
women's cosmetics from Estee Lauder Cos. in 2004. It filed for
Chapter 11 on April 6, 2009 (Banrk. D. Del., Case No. 09-11204).


JANE & COMPANY: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Jane & Company, Inc.
        9611 Pulaski Park Drive, Suite 311
        Baltimore, MD 21220

Bankruptcy Case No.: 09-11203

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Jane & Company, LLC                                09-11204
GIH-SPE II, LLC                                    09-11205

Type of Business: The Debtors sells hair and skin care products
                  and accessories.

Chapter 11 Petition Date: April 6, 2009

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Derek C. Abbott, Esq.
                  dabbott@mnat.com
                  Morris, Nichols, Arsht & Tunnell
                  1201 N. Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989

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
   ------                      ---------------   ------------
Topline Products Company Inc.  trade debt        $1,673,580
Wayne Plaza 1
145 Route 46 West
Tel: (973) 785-8866

Jane Holdings, LLC             trade debt        $947,096
1407 Broadway, Suite 3200
New York, NY 10018
Tel: (212) 730-7950

Garrett-Hewitt International   trade dbet        $474,106
(NY) Inc.
228 Danbury Road
Wilton, CT 06897
Tel: (203) 834-0746

DMI                                              $381,309

UNIQUE DISPLAY CORP.                             $336,017

CSR Cosmetic Solutions                           $322,069
2156619 Ontario

Esmin Co., Ltd.                                  $305,081

Cosmolab, Inc.                                   $294,612

Active media services Inc.                       $288,841

BP PACKAGING, INC.                               $259,918

Wachtel & Masyr, LLP                             $225,137

DISPLAY DESIGN & MFG. INC.                       $201,989

CSI Cosmetic Specialties, Inc.                   $155,972

Oxygen Development                               $132,163

Rexam Der Kwei Limited                           $129,194

Yellow Freight System Inc.                       $119,008

Arnold & Porter LLP                              $116,607

Zhong Shan Fong Yang                             $113,574
Metal Plastics Co.

Shya Hsin Int'l                                  $92,435

ALL YOU                                          $76,047

Data Processing Solutions Inc.                   $71,214

News America Marketing                           $62,391

Yonyu Plastics Co., Ltd                          $62,274

Nielsen                                          $61,595

Roadway Express, Inc.                            $59,404

Kolmar Laboratories Inc.                         $51,458

Gujarat Glass-Piramal                            $50,214
Glass-USA Inc.

UPS Freight                                      $49,630

Ford Models, Inc.                                $48,000

Laspataidecaro                                   $46,066

The petition was signed by Drew McManigle, chief restructuring
officer.


JH&KC ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: JH & KC Enterprises, Inc.
        17924 Leesville Road
        Evington, VA 24550

Bankruptcy Case No.: 09-60948

Chapter 11 Petition Date: March 27, 2009

Court: United States Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Andrew S. Goldstein, Esq.
                  Magee Foster Goldstein & Sayers
                  P.O. Box 404
                  Roanoke, VA 24003
                  Tel: (540) 343-9800
                  Email: agoldstein@mfgs.com

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

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

The petition was signed by John R. Hodges, Jr., president of the
company.

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

             http://bankrupt.com/misc/vawb09-60948.pdf


JOHNSONDIVERSEY INC: Fitch Affirms Issuer Default Rating at 'B-'
----------------------------------------------------------------
Fitch Ratings has affirmed JohnsonDiversey, Inc.'s ratings:

  -- Senior secured bank credit facilities at 'BB-/RR1';
  -- Issuer Default Rating (IDR) at 'B-'.

Fitch also downgrades JohnsonDiversey's senior subordinated debt
rating to 'B-/RR4' from 'B/RR3'.

In addition, Fitch affirms JohnsonDiversey Holdings Inc.'s
ratings:

  -- IDR at 'B-';
  -- Senior discount notes at 'CCC/RR6'.

The Rating Outlook for both JohnsonDiversey and JohnsonDiversey
Holdings Inc. is revised to Negative from Stable.

The rating affirmation is supported by JohnsonDiversey's modestly
improved profitability and cash flow levels (particularly after
adjusting for the builds in restricted cash levels and foreign
currency movements), stable debt levels and relatively stable
operating performance during the fourth quarter despite
deteriorating global economic conditions.

The Negative Outlook reflects JohnsonDiversey's continued negative
free cash flow levels, weak credit metrics after adjusting for
debt levels at the parent company and when viewed against funds
from operations (FFO as opposed to EBITDA based metrics) and the
potential for deteriorating earnings and cash flow levels stemming
from weak global economic conditions.  Fitch also continues to be
concerned about potential changes in the capital structure of the
company stemming from the December 2010 debt maturities and the
May 2010 'put' by Unilever.  The company is not expected to
generate meaningful internally generated cash flows prior to 2010
to support the funding of either the Unilever 'put' or debt
maturities.  As a result, significant uncertainty in both the bank
and broader financial markets serve to further highlight the risks
with regard to the company's future capital structure changes.
While the company appears to be making progress on its previously
announced restructuring plan which it expects to conclude during
2009, Fitch remains concerned that improvements will have little
time to be reflected in the company's financial performance prior
to the debt maturities and the expiration of the company's credit
facility in December 2010.

The downgrade of the senior subordinated notes at JohnsonDiversey
is a result of the decreased enterprise value due to a lower
EBITDA multiple expected in the current economic environment.  The
lower EBITDA multiple is offset by a modest improvement in EBITDA
as well as a lower EBITDA discount resulting from the slightly
improved performance at the company.  The lower enterprise value
provides for a reduced expected recovery value for the
subordinated notes.  The subordinated notes are expected to have a
recovery of 40% or 'RR4'.  Fitch's recovery ratings incorporate an
evaluation using a distressed EBITDA and a derived multiple
reflecting scorecard characteristics for the company and industry;
the going concern value remains higher than the asset liquidation
value.  Recovery prospects for JohnsonDiversey's senior
subordinated notes are rated average.

JohnsonDiversey is a global player in the industrial and
institutional cleaning market and sells its products into these
product segments: floor care, foodservice, food processing,
restroom/housekeeping, laundry and industrial. JohnsonDiversey is
a wholly owned subsidiary of JohnsonDiversey Holdings, which is
owned by Commercial Markets Holdco (67%) and Unilever (33%).

JohnsonDiversey had $3.32 billion in net sales and Fitch estimated
EBITDA of approximately $362 million before one-time charges for
the twelve months ending Dec. 31, 2008.


JOYA JOHNSON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Joya O. Johnson
        6212 Quebec Place
        College Park, MD 20740

Bankruptcy Case No.: 09-15257

Chapter 11 Petition Date: March 27, 2009

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

Judge: Wendelin Lipp

Debtor's Counsel: Thomas W. Felder, II, Esq.
                  Law Office of Thomas Felder LLC
                  10201 Martin Luther King Hwy.
                  Bowie, MD 20720
                  Tel: (240) 232-9594
                  Email: thomas@tfelder.com

Total Assets: $1,005,646

Total Debts: $1,458,673

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

             http://bankrupt.com/misc/mdb09-15257.pdf


KANSAS CITY: S&P Affirms 'B' Long-Term Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on Kansas City Southern and removed the
ratings from CreditWatch, where they were placed with negative
implications on March 24, 2009.  The CreditWatch placement
followed concerns regarding the company's liquidity position and
its deteriorating earnings and cash flow.  The outlook is
negative.

"The rating action reflects decreased concerns regarding the
company's liquidity position subsequent to the recent completion
of a $200 million bond offering by its Mexican subsidiary," said
Standard & Poor's credit analyst Anita Ogbara. Proceeds were used
to repay outstanding debt under the Mexican credit facility;
effective March 30, 2009, the facility has been terminated.
"The completion of the bond offering bolsters liquidity, although
liquidity remains constrained.  Further, declining volumes and
capital expansion plans will hamper financial performance and
limit free cash flow during the first half of 2009," the analyst
added.

Year-to-date 2009, total carload and intermodal unit volumes have
been weaker-than-expected, down 6% and 26% in the U.S. and Mexico,
respectively.  The Kansas City, Missouri-based freight railroad
previously announced several cost-reduction measures targeted at
reducing operating expenses and maintaining profitability.  Still,
for the duration of 2009, Standard & Poor's Ratings Services
expects further deterioration in revenues and operating
performance due to declining volumes and high operating leverage,
particularly in Mexico.  Given Kansas City Southern's relatively
limited scale and end-market diversity, its earnings stability is
somewhat weaker than its Class 1 peers.  The company's Mexican
operations, which represented 44% of consolidated revenues in
2008, have been hampered by weakness in the automotive- and
manufacturing-related sectors.

Kansas City Southern has been spending a significant amount on
capital investments in the past few years, causing debt to remain
high and constraining liquidity at times.  As of Dec. 31, 2008,
credit measures remain consistent with funds from operations to
debt (adjusted for operating leases) in the upper-teens percentage
area (versus 17% in 2007), and adjusted debt to capital in the
mid-50% area (compared with the 57% in 2007).  Over the next few
years, debt levels are likely to remain relatively unchanged
because of ongoing investments in infrastructure and equipment.
However, S&P expects the declining tonnage environment and reduced
earnings to result in a modest deterioration in credit metrics in
2009.

S&P expects Kansas City Southern's operating results and credit
measures to deteriorate somewhat in 2009.  Liquidity is
constrained but adequate.  S&P could lower ratings if liquidity
becomes further constrained, resulting in consolidated cash and
revolver availability falling below its current levels.  Given
these concerns, S&P considers an outlook revision to stable
unlikely in the near term; however, Kansas City Southern has
indicated its intent to issue equity, if successful, S&P will
assess the impact on liquidity and S&P's rating outlook.


KNIGHT-CELOTEX: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Knight-Celotex has been forced to seek the protection of the Court
and has filed for Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Northern District of Illinois.

The Knight-Celotex Management Team deemed the action necessary
after the Company's accounts were frozen by Bank of America last
week.

Throughout 2008, the Company voluntarily took steps to ensure the
viability of its operations.  During that time the company
maintained a positive cash flow and paid all principal and
interest on time.  Despite these efforts, last week Bank of
America made the decision not to renew the company's credit
facilities and froze the company's accounts.

"We believe that filing for Chapter 11 protection provides us with
the best opportunity to protect our employees and our operations,
while fulfilling our obligations to our customers, vendors and the
communities in which we operate," said Knight-Celotex CEO James
Knight.

Knight-Celotex has retained Crane, Heyman, Simon, Welch & Clar of
Chicago for legal counsel.

                      About Knight-Celotex

Headquartered in Northfield, Illinois, Knight-Celotex is the
largest fiberboard manufacturer in the world and the only U.S.
fiberboard manufacturer that both manufactures and ships products
nationally within the United States.  Knight-Celotex is privately
owned by Knight Industries, LLC and has operations in Lisbon
Falls, Maine; Sunbury, Pennsylvania; and Danville, Virginia.

The Company filed for Chapter 11 on April 6 (Bankr. N.D. Illin.,
Case No. 09-12200).


KNIGHT-CELOTEX: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Knight-Celotex, LLC
        One Northfield Plaza, #400
        Northfield, IL 60093

Bankruptcy Case No.: 09-12200

Type of Business: The Debtor makes insulation sheathing, sound
                  deadening and roofing fiberboard for the
                  residential and commercial construction.

                  See http://www.knightcelotex.com/

Chapter 11 Petition Date: April 6, 2009

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Scott R. Clar, Esq.
                  sclar@craneheyman.com
                  Crane Heyman Simon Welch & Clar
                  135 S Lasalle, Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Landstar Logistics                               $1,574,997
P O Box 8500-54302
Philadelphia, PA 19178-4302

Hess Corporation                                 $699,612
PO Box 905243
Charlotte, NC 28290-5243

UGI Energy Services Inc.                         $530,597
C/O Energy services Funding
Philadelphia, PA 19182-7032

Corn Products International                      $334,849

Arrow Trucking Co.                               $319,961

Norjohn Limited                                  $195,860

New South Lumber Co., Inc.                       $179,520

Shell Energy North America                       $172,096

Cypress Truck Lines                              $169,834

Allen Lund Company                               $151,997

Newell Norman                                    $151,358

City of Danville                                 $133,537
Division of Central

Kamin, LLC                                       $132,884

Durametal Corporation                            $126,765

Sprague Energy Corp.                             $114,401

Archer Daniel Midland                            $111,597

KTM Industries                                   $108,157

Town of Lisbon                                   $134,944

West Motor Freight of PA                         $107,940

Western express, Inc.                            $158,623

The petition was signed by Lisa Rogers, vice president shared
services.


KOBRA PROPERTIES: Court Okays Steven Victor as Chapter 11 Trustee
-----------------------------------------------------------------
Roseville Press-Tribune reports that the Hon. Michael S. McManus
of the United States Bankruptcy Court for the Eastern District of
California has approved a motion to appoint Steven L. Victor of
Development Specialists Inc. as Chapter 11 bankruptcy trustee for
Kobra Properties and its affiliates.

Court documents say that Mr. Victor will oversee Kobra Properties,
Vernon Street Associates LLC, Kobra Preserve LLC, and Rocky Ridge
Center LLC.

Roseville Press relates that Kobra Properties founder Abe Alizadeh
had recently filed a comprehensive reorganization plan that would
have made Mr. Victor as a chief restructuring officer and
abandoned more properties.  Creditors, according to court
documents, objected the Plan and their attorneys had said that
they would detail substantial fraud under Mr. Alizadeh's watch.
Court documents say that the lawyers said that an independent
trustee was necessary to ensure that creditors were adequately
protected.  Mr. Alizadeh and the creditors agreed to Mr. Victor's
appointment, according to court documents.

                      About Kobra Properties

Headquartered in Roseville, California, Kobra Properties develops
and operates non-residential buildings. The company and two of its
affiliates filed for Chapter 11 protection on Nov. 25, 2008
(Bankr. E.D. Calif. Lead Case No. 08-37271).  Leonard M. Shulman,
Esq., at Shulman Hodges & Bastian LLP, represents the Debtors' in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $10 million and $50 million each.


LANDSOURCE COMMUNITIES: Sues Defaulting Los Angeles Purchaser
-------------------------------------------------------------
LandSource Communities Development LLC sued the buyer who refused
to complete the $45 million purchase of the Washington Square
property in Los Angeles, Bloomberg's Bill Rochelle said.

The Debtor previously told the U.S. Bankruptcy Court for the
District of Delaware that no competing qualified bids for the
Washington Square Property were timely received.  It said that
Dulce View (Los Angeles) LLC, the stalking horse bidder, is thus
determined as the successful bidder for the property.

Judge Kevin Carey accordingly approved the sale notwithstanding
objections by various parties, including Southern Sun Construction
Company, which claimed that it should have share of the proceeds
of the sale on account of its mechanics' lien on the sold
property.

According to Bill Rochelle, the sale contract with Dulce View was
guaranteed by CIM Fund III LP, which also is being sued.  A full-
text copy of the Dulce View Purchase and Sale Agreement is
available for free at:

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

Bill Rochelle relates that LandSource is moving ahead with a
modified Chapter 11 plan giving 85% of the stock in the
reorganized companies to the lenders.  The other 15% will go to
Lennar Corp., which was a majority owner of LandSource along with
California Public Employees' Retirement System.

According to LANDSOURCE BANKRUPTCY NEWS, Barclays Bank PLC, as
administrative agent for itself and various financial institutions
that may become, from time to time, lenders under that certain
Superpriority DIP First Lien Credit Agreement, delivered to the
U.S. Bankruptcy Court for the District of Delaware the Amended
Plan, which contemplates the continued operation as a going
concern.  The original Plan contemplated the sale of substantially
all of the Debtors' assets to one or more purchasers through an
auction.

Barclays Managing Director Mark Manski, relates that the Amended
Plan provides for, among other things:

  (a) The reorganization of each of the Debtors, with ownership
      of the Reorganized Debtors and their respective assets
      vesting in the applicable Reorganized Debtor, free and
      clear of all claims, liens, encumbrances and interests.

      Reorganized LandSource Communities is contemplated to be
      owned up to 85% by the Holders of First Lien Secured
      Claims, subject to dilution, and up to 15% by Lennar
      Corporation;

  (b) A settlement of certain claims of Lennar Corporation and
     its affiliates;

  (c) A sale to the Lennar Entities of certain assets, including
      Mare Island, Kingwood/Royal Shores, LLP II HCC Holdings
      LLC and its interest in Lennar Bridges LLC and HCC
      Investors LLC, Placer Vineyard and the LNR Excess G&A
      Claims;

  (d) The establishment and implementation of a Litigation Trust
      for the purposes of (i) evaluating, prosecuting and
      resolving all Disputed Class 4 Claims against the Debtors'
      Estates; and (ii) prosecuting Avoidance Actions, to
      the extent not settled or resolved prior to the Effective
      Date of the Plan;

  (e) The evaluation, prosecution and resolution all Claims and
      Interests; and

  (f) The Reorganized Debtors may engage in a rights offering.

Under the Amended Plan, Reorganized LandSource Communities, on
the Effective Date, will have no indebtedness for borrowed money
and carry at least $105 million cash on its balance sheet after
taking into account distributions under the Amended Plan, the
Rights Offering and the Lennar Equity Investment.

The Lennar Equity Investment refers to a $140 million investment
in Reorganized LandSource Communities to be made by Lennar on the
Effective Date in exchange for the Lennar Equity Interest, the
settlement and release of the Lennar Claims, and the Lennar
Acquired Assets.  The Lennar Equity Interest refers 15% of the
common units of Reorganized LandSource Communities as of the
Effective Date, on a fully diluted basis, subject to dilution due
to the Equity Interest of a management company to be formed
before the Effective Date for the purpose of managing the day-to-
day affairs of the Reorganized Debtors.

Lennar also has the option to purchase, no later than April 15,
2009, up to an additional 10% of the common units of Reorganized
LandSource Communities, on a fully diluted basis, in exchange for
$55 million to be paid on the Effective Date.  The "Lennar
Option" may be assigned to California Public Employees'
Retirement System, subject to all rights of the common units.

A full-text copy of Amended Plan is available for free at:

    http://bankrupt.com/misc/LandS_1st_AmendedPlan.pdf

A full-text copy of Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/LandS_1st_AmendedDS.pdf

                  About LandSource Communities

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

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

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


LANDSOURCE COMMUNITIES: Continues as Going Concern Under New Plan
-----------------------------------------------------------------
Barclays Bank PLC, as administrative agent for itself and various
financial institutions that may become, from time to time, lenders
under that certain Superpriority DIP First Lien Credit Agreement,
delivered to the U.S. Bankruptcy Court for the District of
Delaware an amended Chapter 11 plan of reorganization for
LandSource Communities Development LLC and its 20 debtor
affiliates and an accompanying Disclosure Statement on March 20,
2009.

Upon careful review of the Debtors' current business operations
and various liquidation and recovery scenarios, Barclays has
concluded that the recovery of holders and interests will be
maximized by the Debtors' continued operation as a going concern,
according to Barclays Managing Director Mark Manski.

The Original Plan contemplated the sale of substantially all of
the Debtors' assets to one or more purchasers through an auction.

Mr. Manski discloses that the Amended Plan provides for, among
other things:

  (a) The reorganization of each of the Debtors, with ownership
      of the Reorganized Debtors and their respective assets
      vesting in the applicable Reorganized Debtor, free and
      clear of all claims, liens, encumbrances and interests.

      Reorganized LandSource Communities is contemplated to be
      owned up to 85% by the Holders of First Lien Secured
      Claims, subject to dilution, and up to 15% by Lennar
      Corporation;

  (b) A settlement of certain claims of Lennar Corporation and
     its affiliates;

  (c) A sale to the Lennar Entities of certain assets, including
      Mare Island, Kingwood/Royal Shores, LLP II HCC Holdings
      LLC and its interest in Lennar Bridges LLC and HCC
      Investors LLC, Placer Vineyard and the LNR Excess G&A
      Claims;

  (d) The establishment and implementation of a Litigation Trust
      for the purposes of (i) evaluating, prosecuting and
      resolving all Disputed Class 4 Claims against the Debtors'
      Estates; and (ii) prosecuting Avoidance Actions, to
      the extent not settled or resolved prior to the Effective
      Date of the Plan;

  (e) The evaluation, prosecution and resolution all Claims and
      Interests; and

  (f) The Reorganized Debtors may engage in a rights offering.

Under the Amended Plan, Reorganized LandSource Communities, on
the Effective Date, will have no indebtedness for borrowed money
and carry at least $105 million cash on its balance sheet after
taking into account distributions under the Amended Plan, the
Rights Offering and the Lennar Equity Investment.

The Lennar Equity Investment refers to a $140 million investment
in Reorganized LandSource Communities to be made by Lennar on the
Effective Date in exchange for the Lennar Equity Interest, the
settlement and release of the Lennar Claims, and the Lennar
Acquired Assets.  The Lennar Equity Interest refers 15% of the
common units of Reorganized LandSource Communities as of the
Effective Date, on a fully diluted basis, subject to dilution due
to the Equity Interest of a management company to be formed
before the Effective Date for the purpose of managing the day-to-
day affairs of the Reorganized Debtors.

Lennar also has the option to purchase, no later than April 15,
2009, up to an additional 10% of the common units of Reorganized
LandSource Communities, on a fully diluted basis, in exchange for
$55 million to be paid on the Effective Date.  The "Lennar
Option" may be assigned to California Public Employees'
Retirement System, subject to all rights of the common units.

              Designation & Treatment of Claims

The Amended Plan reflects certain modification to the designation
of claims and the treatment of those claims:

Class    Description      Claim Treatment
-----    -----------      ---------------
N/A     Administrative   Paid in full, cash.
         Expense Claim

N/A     Fee Claims       Paid in accordance with Court's order.

N/A     Priority Tax     Paid in full, cash or paid in full,
         Claims           plus interest accrued at the Mid-Term
                          APR Rate Holder.

N/A      DIP Revolver    Paid in full, cash.
          Loan Claim

  1       Priority Non-   Paid in full.
          Tax Claims

  2       First Lien      First Lien Secured Claims are any
          Secured Claims  secured claims of and obligations
                          owing to the lenders with respect to
                          the Roll-Up Facility in an amount
                          equal to the value of the DIP Loan
                          Collateral.

                          Each Holder of a First Lien Secured
                          will: (a) receive its Pro Rata Share
                          of the First Lien Claim Equity
                          Interests; (b) be paid its Pro Rata
                          Share of the proceeds of the LNR
                          Excess G&A Claims in excess of the
                          amount agreed to by the Administrative
                          Agent and Lennar; and (c) receive the
                          right to participate in the Rights
                          Offering.

  3       Senior          Paid in full, cash.
          Permitted
          Lien Claims

  4       Unsecured       Each Holder of an Allowed Unsecured
          Claims          Claim will receive its Pro Rata Share
                          of the Unencumbered Assets
                          Distribution, subject to the Turned-
                          Over Distribution.

  5       Convenience     Paid in full, cash.
          Class Claims

  6       LandSource      Cancelled on the Effective Date.
          Communities     Holders of LandSource Interests
          Interest        will not be entitled to any
                          distribution under the Amended Plan.

  7      Intercompany     All Intercompany Interests will be
         Interests        cancelled on the Effective Date.
                          Holders of Interests will not be
                          entitled to distribution.

The Plan Documents note that as of March 20, 2009, the aggregate
amount of Revolver Loan Claims, First Lien Claims and Second Lien
Claims are:

           DIP Revolver Loan Claims        $84,204,770
           First Lien Claims            $1,077,410,774
           Second Lien Claims             $244,000,000

The Amended Disclosure Statement also tracks the progress of the
Debtors in their Chapter 11 cases, including the status of
approved and pending asset sales, the identification of the
members of the executive committee, the hiring of a fee auditor,
and the filing of omnibus claims objections since February 2009,

Barclays expects the Amended Plan to become effective May 31,
2009, the date on which the DIP Credit Agreement matures.

Barclays has yet to file a Liquidation Analysis and Financial
Projections for the Debtors.

A full-text copy of Amended Plan is available for free at:

    http://bankrupt.com/misc/LandS_1st_AmendedPlan.pdf

A full-text copy of Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/LandS_1st_AmendedDS.pdf

                  About LandSource Communities

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

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

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 20; http://bankrupt.com/newsstand/or
215/945-7000)


LANDSOURCE COMMUNITIES: Disclosure Statement Hearing on April 17
----------------------------------------------------------------
Barclays Bank PLC, as administrative agent for itself and various
financial institutions that may become, from time to time, lenders
under that certain Superpriority DIP First Lien Credit Agreement,
asks the U.S. Bankruptcy Court for the District of Delaware to
approve the disclosure statement explaining the amended Chapter 11
plan of reorganization for LandSource Communities Development LLC
and its 20 debtor affiliates, as containing adequate information
pursuant to Section 1125 of the Bankruptcy Code.

The Court will convene a hearing on April 17, 2009, at 10:00 a.m.
Eastern Time, to consider the adequacy of the Disclosure
Statement.  Objections are due no later than April 10, at 4:00
p.m. Eastern Time.

Barclays asks the Court to set May 19, 2009, as the Confirmation
Hearing.  It also seeks to have May 16, as the last date for
filing and serving written objections to the confirmation of the
Plan.

Under Section 1125, adequate information is defined as sufficient
information that would enable a hypothetical reasonable investor
typical of holders of claims or interests to make an informed
judgment about the plan.

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, avers that the Disclosure Statement
contains information concerning among other things, the Debtors'
businesses, significant events that occurred in the Debtors'
bankruptcy cases, treatment of creditors under the Amended Plan,
parties entitled to vote on the Plan, selected historical
information, means for implementation of the Amended Plan,
governance of the Reorganized Debtors, distributions under the
Amended Plan, and procedures for confirming the Amended Plan.

                     Solicitation Package

Barclays proposes that Kurtzman Carson Consultants, LLC, the
balloting agent, be required to transmit by first class mail to
parties entitled to vote on the Amended Plan a solicitation
package containing, among others:

  * a notice of the Disclosure Statement Order;
  * a notice of the Voting Deadline;
  * a notice of the Confirmation Hearing date;
  * a copy of the Amended Plan;
  * a copy of the Disclosure Statement;
  * a ballot and a ballot return envelope postage-paid;
  * a notice of the deadline and procedures for filing
    objections to the confirmation of the Amended Plan; and
  * the Rights Offering materials for holders of First Lien
    Secured Claim.

Barclays seeks that it not be required to transmit a Solicitation
Package to unimpaired creditors, which include holders of
Administrative Expense Claims, Fee Claims, Priority Tax Claims
and DIP Revolver Loan Claims, and holders of Class 1 and Class 3
Claims, and are thus deemed to accept the Amended Plan.  The Plan
Proponent also seeks that it not be required to serve
Solicitation Packages to holders of Class 6 and 7 Claims, given
that those classes will not receive any distribution under the
Amended Plan and are deemed to reject the Plan.

                 Record Date, Voting Deadline

The Plan Proponent also asks the Court to set April 23, 2009, be
set as the record date for determining:

  -- which creditors will be entitled to receive a solicitation
     package and vote on the Plan;

  -- the holders of LandSource Communities Interests and
     Intercompany Interests entitled to receive a Non-Voting
     Notice; and

  -- counterparties to the Contracts and Leases entitled to
     receive the Confirmation Hearing Notice, Disclosure
     Statement and Amended Plan.

Barclays urges the Court to set May 16, 2009, as the voting
deadline.

For the solicitation of votes, Barclays proposes the use a ballot
based on Official Form No. 14 modified to meet the particular
requirements of the Debtors' chapter 11 cases and the Amended
Plan.

For purposes of voting on the Amended Plan, the Plan Proponent
proposes that the amount of a claim used to tabulate vote on the
plan should be, as applicable:

  -- the Claim listed in a Debtor's schedule of liabilities;

  -- the non-contingent and liquidated amount specified in a
     timely proof of claim;

  -- the amount temporarily allowed by the Court for voting
     purposes; or

  -- for ballots of creditors who have timely filed proofs of
     claim in wholly unliquidated or unknown amounts, the
     ballots will be counted in determining whether the
     numerosity requirement of Section 1126(c) of the Bankruptcy
     Code has been met, but will not be counted in determining
     whether the aggregate Claim Amount requirement has been
     met.

If a creditor casts a Ballot and has timely filed a proof of
Claim, but the creditor's Claim is the subject of an objection,
Barclays seeks that the creditor's Ballot not be counted.

                        Ballot Tabulation

The Plan Proponent also seeks approval of these voting
procedures:

  * For purposes of the numerosity requirement of Section
    1126(c) of the Bankruptcy Code, separate Claims held by a
    single creditor in a particular Class will be aggregated as
    if the creditor held one Claim against the Debtors in that
    Class.

  * Creditors may not split their vote.

  * Ballots that fail to indicate an acceptance or rejection of
    the Amended Plan or that indicate both acceptance and
    rejection of the Amended Plan will not be counted.

  * Only Ballots that are timely received with original
    signatures will be counted.

  * Ballots postmarked prior to the Voting Deadline, but
    received after the Voting Deadline, will not be counted.

  * Ballots that contain insufficient information to permit the
    identification of the creditor, will not be counted.

  * A creditor's last dated, properly executed Ballot received
    prior to the Voting Deadline, will be deemed to reflect the
    voter's intent and supersede any prior Ballots.

  * Inconsistent duplicate Ballots will not be counted.

  * Questions as to the validity, form, eligibility, acceptance
    and revocation of Ballots will be determined by the
    Balloting Agent and the Plan Proponent.

  * Facsimile Ballots or Ballots submitted via email or other
    electronic submission will not be counted.

A claimant who seems to have its claim temporarily allowed for
voting purposes will be required to file Claims Estimation Motion
no later than seven days prior to the Voting Deadline.

The Plan Proponent also proposes to cause a one-time publication
of the Confirmation Hearing Notice in The Wall Street Journal
Global Edition not later than 10 business days after the entry of
the Disclosure Statement order.

                         Rights Offering

Pursuant to the Amended Plan, Eligible Holders of First Lien
Secured Claims have the right to subscribe for their Primary
Allocable Units and Oversubscription Units of Reorganized
LandSource Communities.  The Rights Offering will only be made to
Holders of First Lien Secured Claims that are "Accredited
Investors," as that term is defined in Rule 501 of the Securities
Act.  The Plan Proponent proposes to include an Accredited
Investor Questionnaire with instructions and offering documents
and a form on which each Eligible Holder may exercise its
Subscription Rights contemporaneously with the Rights
Offering participant's Solicitation Package.  A full-text copy of
the Subscription Form  is available for free at:

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

                  About LandSource Communities

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

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

According to the Troubled Company Reporter on May 22, 2008,
LandSource sought help from its lender consortium to restructure
$1.24 billion of its debt.  LandSource engaged a 100-bank lender
group led by Barclays Capital Inc., which syndicates LandSource's
debt.  LandSource had received a default notice on that debt from
the lender group after it was not able to timely meet its payments
during mid-April.  However, LandSource failed to reach an
agreement with its lenders on a plan to modify and restructure its
debt, forcing it to seek protection from creditors.  (LandSource
Bankruptcy News, Issue No. 20; http://bankrupt.com/newsstand/or
215/945-7000)


LEVEL 3: S&P Assigns 'B+' Rating on $220 Mil. Senior Tranche
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating (two notches above the corporate credit rating)
to Level 3 Financing Inc.'s proposed $220 million senior secured
tranche B term loan facility due 2014.  S&P also assigned a
recovery rating of '1' to the proposed term loan, indicating S&P's
expectations of very high (90%-100%) recovery in the event of a
payment default.  Level 3 Financing Inc. is a funding conduit for
Broomfield, Colorado-based telecommunications carrier Level 3
Communications Inc.

The new term loan is being issued as an additional tranche under
the company's existing $1.4 billion credit facility and falls
within the 1.5x leverage covenant.  Level 3 expects to use the
proceeds for general corporate purposes.

At the same time, S&P lowered the issue-level ratings on all
senior unsecured notes at Level 3 Financing to 'CCC' (two notches
below the corporate credit rating) from 'CCC+' as S&P is lowering
the recovery ratings on all these issues to '6' from '5'.  The
proposed new senior secured term loan reduces S&P's expectations
for recovery of the unsecured debt to below 10%.  S&P affirmed the
'CCC' issue-level and '6' recovery ratings on all debt issues at
Level 3.  The '6' recovery rating indicates expectations for
negligible (0%-10%) recovery in the event of a payment default.
This rating action affects $2.3 billion in debt at Level 3
Financing.

Finally, S&P affirmed the 'B-' corporate credit rating on Level 3.
The outlook is stable.  With the proceeds of this proposed new
issue and its current cash balance, Level 3 should be able to meet
all upcoming 2009 and 2010 maturities, including its
$192 million July 2010 maturity.  Debt outstanding, pro forma for
the proposed new issue totals about $6.8 billion.

"Level 3's ratings reflect the company's second-tier position in a
highly competitive industry marked by large, well-capitalized
competitors," said Standard & Poor's credit analyst Richard
Siderman.  Other factors include the impact of a recession on the
company's ability to sustain sales momentum, operating risk
resulting from rapid growth, elevated leverage, and sizable
capital expenditure requirements which consume the majority of the
company's operating cash flow.  Tempering factors include rapidly
growing demand for broadband communication services and Internet
content, which, when coupled with industry consolidation, have
resulted in a more stable pricing environment, and adequate near-
term liquidity.


LINDA CATRON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Linda Sue Catron
        2614 Sacramento
        San Francisco, CA 94115

Bankruptcy Case No.: 09-30827

Chapter 11 Petition Date: April 2, 2009

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Peter N. Hadiaris, Esq.
                  peterhadiaris@att.net
                  Law Offices of Peter N. Hadiaris
                  600 Harrison St. #120
                  San Francisco, CA 94107
                  Tel: (415) 593-0077

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

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


M W SEWALL: Wants Access to TD Bank Cash Collateral 'Til Sept. 30
-----------------------------------------------------------------
M.W. Sewall & Co. asks the U.S. Bankruptcy Court for the District
of Maine for authority to:

   -- use TD Bank, N.A., fka TD Banknorth, N.A cash collateral
      through Sept. 30, 2009; and

   -- provide Banknorth adequate protection in the form of
      replacement liens in all cash, accounts receivable and
      inventory acquired and created by the Debtor after the
      filing date, the replacement liens to be limited in amount
      to the amount of cash collateral actually utilized by the
      Debtor on and after the filing date and during the period
      reflected in the cash plan.  In addition, the replacement
      liens will be further limited in that they will have the
      same validity, perfection, and priority as the prepetition
      liens of Banknorth in the cash collateral as of the filing
      date.

Pursuant to various financing arrangements entered into by the
Debtor prior to the filing date, TD Bank, a purported secured
creditor of the Debtor, claims a security interest in certain of
the Debtor's assets.  The Debtor has not conceded the validity,
priority or enforceability of TD Bank's secured claims; however,
the Debtor acknowledges that the Bank claims an interest in cash
collateral.

The value of the Debtor's cash collateral as of the filing date,
is approximately $5,100,220, consisting of the:

   i) $622,000 in cash on hand;
  ii) $1,201,220 in accounts receivable; and
iii) the book value of the inventory held by the Debtor in the
      amount of approximately $3,277,000 as of the filing date.

The Debtor is projecting that as Sept. 30, 2009, the Debtor will
have a total of $2,410,999 of cash on hand, plus projected
receivables and inventory of approximately $3,832,975, for a total
of $6,243,974. Thus, at the end of the period, it is clear that
through the business operations of the Debtor, the Debtor will
increase the total value of cash collateral from the filing date
value of approximately $5,100,220 to the ending cash collateral
value of $6,243,974.  At the same time, the cash plan reveals that
the Debtor will generate sufficient cash to pay its expenses of
operation through Sept. 30, 2009.

The Debtor proposes to provide TD Bank, as adequate protection,
replacement liens in all cash, accounts receivable and inventory
acquired and created by the Debtor after the filing date, the
replacement liens to be limited in amount to the amount of cash
collateral actually utilized by the Debtor on and after the filing
date and during the period reflected in the cash plan.  In
addition, the replacement liens will have the same validity,
perfection, and priority as the prepetition liens that Banknorth
had in cash collateral as of the filing date.  As a result of the
projected improvements in cash position of the Debtor as set forth
in the cash plan, the replacement liens provide TD Bank with
adequate protection.

In addition to the adequate protection afforded by the net
increase in cash collateral during the period reflected in the
cash plan, TD Bank is also adequately protected by the continued
business operations of the Debtor.

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

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

                       U.S. Trustee Objects

The U.S. Trustee for Region 1 objects to the entry of any order
authorizing the Debtor to use cash collateral in an amount more
than what is necessary to avoid immediate and irreparable harm to
the estate pending a final hearing.  The UST requests that the
Debtor satisfy its burdens of proof consistent with the standards
enunciated in 11 U.S.C. Section 363; Rules 4001 and 6004 of the
Federal Rules of Bankruptcy; and Rule 4001-2 of the Local Rules.

The UST relates that the cash plan attached does not appear to be
a budget as required by D. Me. LBR 4001-2(b).  There also is no
dollar amount requested by the Debtor that would allow the Debtor
to avoid immediate and irreparable harm to the estate and no
narrative and budget reflecting the intended uses of the funds.
The amount of income of the Debtor needed to support any type of
proposed budget does not appear to be substantiated by any
evidence or affidavits.  The Debtor has only provided conclusory
representations contained in the motion to support a finding of
immediate and irreparable harm if relief is not granted.

The UST also says that there is no basis in the record to support
the finding that TD Bank is the only creditor that claims a lien
or other interest in the Debtor's cash collateral.

The UST further adds that the order does not appear to limit TD
Bank's replacement liens.  Any replacement liens granted to TD
Bank must not extend or apply to any interest of the Debtor in
any avoidance action arising under Chapter 5 of the Bankruptcy
Code.

                      About M.W. Sewall & Co.

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


M&K REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: M & K Real Estate, LLC
        1805 Princeton Avenue
        Lawrenceville, NJ 08648

Bankruptcy Case No.: 09-17426

Chapter 11 Petition Date: March 27, 2009

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Michael S. Richmond, Esq.
                  Garces & Grabler, P.C.
                  6 Throckmorton Street
                  Freehold, NJ 07728
                  Tel: (732) 414-5000
                  Fax: (732) 414-5001
                  Email: mrichm4921@aol.com

Estimated Assets: $0 to $50,000

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

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


MERVYN'S LLC: Target Wants Out of Suit Filed Against Sun Capital
----------------------------------------------------------------
Discount retailer Target Corp. wants to be excluded from a lawsuit
filed by liquidated retailer Mervyn's LLC against it and 35 other
defendants in connection with the 2004 leveraged buyout in which
private-equity investors acquired the 177-store chain from Target
for $1.175 billion, Bloomberg's Bill Rochelle said.

The other defendants include Sun Capital Partners Inc., the leader
of the investor group that bought the Mervyn's chain from Target.
According to Bloomberg, thirteen of Sun Capital's investments have
filed under Chapter 11 since January 2006.

Target says there was "nothing unlawful or improper" about selling
Mervyn's through a "competitive bidding process."  Target says the
complaint contains no specific facts showing it knew about
transactions that Sun Capital would carry out after the
acquisition.

In its 57-page complain filed before the U.S. Bankruptcy Court for
the District of Delaware, Mervyn's said that valuable real estate
assets -- owned store locations and below-market leases -- were
stripped out of Mervyn's and used to finance the leveraged buyout
of Mervyn's by a consortium of private equity players.  "Hundreds
of millions of dollars of loans were made against those real
estate assets, with none of the proceeds going to Mervyn's.
Moreover, by separating Mervyn's real estate assets from its
retail operations, the private equity players made sure that any
residual value or upside in the real estate assets were reserved
for themselves and not for Mervyn's."

"Not content to simply cut the real estate assets out of Mervyn's,
the private equity players also leased Mervyn's own real estate
assets back to it at substantially increased rates, to both
service the acquisition debt and to continue to extract over time
the significant excess value of the real estate assets over the
debt piled onto those assets.

According to Mervyn's, the 2004 transaction ultimately led to
Mervyn's bankruptcy and is a fraudulent transfer that cannot
withstand scrutiny.

Mervyn's noted that of the $1.263,853,000 distributed at the
closing of the 2004 purchase, $1,175,230,000 was paid to Target
and only $8,300,000 was paid or allocated to Mervyn's, despite
Mervyn's losing all of its real estate assets and encumbering
these assets with $800,000,000 in debt.

More than $58,000,000 was paid to the private-equity sponsors
(entities related to Sun Capital and others), their professionals
and others as "fees" at the closing.  Since the closing of the
sale, the PE Sponsors have taken more than $400,000,0000 in
payments or distributions from Mervnyn's, according to the suit.

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

     http://bankrupt.com/misc/Mervyn_Fraud_Complaint2.pdf

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels.  Mervyn's had 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection on
July 29, 2008, (Bankr. D. Del. Lead Case No.: 08-11586).  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

In October 2008, Mervyn's disclosed its plans to close all stores
and wind down its assets.  The official committee of unsecured
creditors has proposed a conversion of the case to Chapter 7.

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


METALS USA: Moody's Downgrades Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings for Metals USA
Holdings Corp. and its subsidiary, Metals USA, Inc.

Holdings' corporate family rating was lowered to B3 from B2, and
the rating for its senior unsecured floating rate PIK toggle notes
due 2012 fell to Caa2 from Caa1.  MUSA's 11.125% senior secured
notes due 2015 were downgraded to Caa1 from B3.  Holdings' SGL-3
speculative grade liquidity rating was affirmed.  The rating
outlook remains negative.

The downgrades reflect the anticipated impact of significantly
reduced metals demand and prices on Holdings' earnings and
leverage, and the aggressive financial management of its owner,
Apollo Management.  If metal market conditions remain subdued for
the remainder of 2009, which is quite likely, Holdings' EBITDA to
interest could be approximately 1.0 and debt to EBITDA could
exceed 10x by the end of the year.  With cash of approximately
$167 million at December 31, 2008 ($93 million of that at MUSA),
the company's liquidity is adequate and will be boosted somewhat
by the further liquidation of working capital in the first half of
2009 quarter and the election of payment-in-kind interest for
Holdings' PIK toggle notes.  However, the company's commitment to
maximizing liquidity has been mitigated by its payment of a
$70 million dividend to Holdings in the first quarter of 2009.  If
that cash were used to repurchase a portion of Holdings' PIK
toggle notes, which are trading at a deep discount to par, that
could constitute a distressed exchange by Moody's.

The SGL-3 speculative grade liquidity rating reflects the
company's solid cash position and the lack of any material
financial covenants as long as revolver availability is greater
than $45 million, offset by limited availability ($71 million at
year end) under the company's asset-based revolving credit
facility and an expectation that cash from operations may be
breakeven except for cash generated in the near-term from
liquidation of working capital.  The company's cash position was
enhanced by its decision to draw down $160 million of its revolver
in September 2008. Based on Moody's forecast of breakeven funds
from operations in 2009, and excluding any unusual events such as
acquisitions or debt repurchases, Moody's believe that MUSA will
be able to maintain its total liquidity above $150 million.

Moody's notes that the company's liquidity must accommodate the
higher working capital investment that would be associated with a
pick-up in metal demand or prices; fortunately, the revolver's
borrowing base will expand in concert with its working capital.

This rating action were affected by Moody's actions:

Metals USA Holdings Corp.:

* Corporate family rating -- lowered to B3 from B2

* Probability of default rating -- lowered to B3 from B2

* Senior unsecured floating rate PIK toggle notes due 2012 --
  lowered to Caa2 (LGD5, 89%) from Caa1

Metals USA, Inc.:

* 11.125% guaranteed senior secured notes due 2015 -- lowered to
  Caa1 (LGD4, 64%) from B3

Moody's previous rating action for Holdings was on June 26, 2007,
when the company issued the PIK toggle notes and the rating
outlook was changed to negative.

Holdings' rating have been assigned by evaluating factors that
Moody's believe are relevant to the company's risk profile, such
as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance 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 Holdings' core industry; Holdings'
ratings are believed to be comparable to those of other issuers
with similar credit risk.

Metals USA Holdings Corp., headquartered in Houston, is the parent
company of Metals USA, Inc., a leading U.S. distributor of carbon
steel, stainless steel, aluminum, red metals, and manufactured
metal components.  It conducts its operations through two metal
service center segments, Plates and Shapes and Flat Rolled and
Non-Ferrous, and a small Building Products division primarily
servicing the residential remodeling market.  In 2008, the company
had net sales of $2.16 billion.  The company is owned by Apollo
Management and certain members of management.


MID-STATES EXPRESS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mid-States Express, Inc.
        540 West Galena Boulevard
        Aurora, IL 60506
        Tel: (630) 906-0250
        Fax: (630) 906-0260

Bankruptcy Case No.: 09-10818

Chapter 11 Petition Date: March 27, 2009

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

Judge: Bruce W. Black

Company Description: The debtor provides trucking services.
                     See http://www.midstatesexpress.com/

Debtor's Counsel: Gerald F. Munitz, Esq.
                  Goldberg Kohn
                  55 East Monroe Street, Ste. 3700
                  Chicago, IL 60603
                  Tel: (312) 201-4000
                  Fax: (312) 332-2196
                  Email: gerald.munitz@goldbergkohn.com

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

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

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

             http://bankrupt.com/misc/ilnb09-10818.pdf


MORTGAGES LTD.: Investors Committee's Plan Heads for Confirmation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has approved
the disclosure statement explaining the official investors
committee's plan to reorganize Mortgages Ltd., Bloomberg'S Bill
Rochelle said.

The confirmation hearing will begin May 13.

Mortgages Ltd. lost its exclusive right to propose a plan in
January.  The investors' committee immediately filed its own plan.
The company's competing plan is on a slower track.  The
Company's plan currently is scheduled for an April 20 hearing to
consider approving the explanatory disclosure statement.

Bill Rochelle notes that unless the judge slows down the
committee's plan, the company plan will become a dead issue
because bankruptcy law permits confirmation of only one plan.

A motion made by a creditor for conversion of the case to
liquidation in Chapter was deferred to a hearing in May.

As reported by the Troubled Company Reporter, the Investors
Committee filed its Plan of Reorganization on January 21, 2009,
after the Debtor's exclusive rights to propose its own exit plan
expired.  Pursuant to said plan, investors would control the real-
estate loans that Mortgages made to developers.  Holders of Class
11 General Unsecured Claims will be beneficaries of the
Liquidating Trust to be established on the Effective Date of the
Plan in accordance with the Plan.  Claims and portions thereof
that are treated in Class 11 and are beneficiaries of the
Liquidating Trust become Channeled Claims unless they choose the
Opt-Out Provision under the Plan.

A full-text copy of the disclosure statement explaining the
Investors Committee's Plan of Reorganization for Mortgages Ltd. is
available for free at:


http://bankrupt.com/misc/MortgagesLtdDS.InvestorsCommitteePlan.pdf

A full-text copy of the disclosure statement explaining Mortgages
Ltd.'s proposed plan dated March 4, 2009, is available for free
at:

   http://bankrupt.com/misc/MortgagesLtd.DisclosureStatement.pdf

                       About Mortgages Ltd.

Phoenix, Arizona-based Mortgages Ltd. -- http://www.mtgltd.com/
-- acted as a full service private lender prior to filing for
bankruptcy.  Through its licensed broker dealer, Mortgages Ltd.
Securities, ML received money raised from approximately 2,700
investors for placement into loans secured by real estate located
solely in Arizona.  These accredited investors financed the
lending operations of ML and received as collateral for their
funding direct fractional interests in "pass through" loans and
deeds of trust or membership interests in "Opportunity Funds"
which held fractionalized interests in loans and deeds of trust.

Mortgages Ltd. was the subject of an involuntary chapter 7
petition dated June 20, 2008, filed by KGM Builders Inc. -- a
contractor for Grace Communities, a borrower of the company --
in the U.S. Bankruptcy Court for the District of Arizona.
Central & Monroe LLC and Osborn III Partners LLC, divisions of
Grace Communities, sought the appointment of an interim trustee
for Mortgages Ltd. in the chapter 7 proceeding.

Mortgages Ltd. is also facing lawsuits filed by Grace Communities
and Rightpath Limited Development Group for its alleged failure to
fully fund loans.  Mortgages Ltd. denied the charges.  It has
filed a motion to dismiss the Rightpath suit.

The Debtor's case was converted to a chapter 11 proceeding on
June 24, 2008 (Bankr. D. Ariz. Case No. 08-07465).  Judge Sarah
Sharer Curley presides over the case.  Carolyn Johnsen, Esq., and
Bradley Stevens, Esq., at Jennings, Strouss & Salmon P.L.C.,
replaced Todd A. Burgess, Esq., at Greenberg Traurig LLP, as
counsel to the Debtor.  As of Dec. 31, 2007, the Debtor had total
assets of $358,416,681 and total debts of $350,169,423.


NEW CENTURY ENERGY: May Use Laurus Cash Collateral Until May 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
granted Gulf Coast Oil Corp., Century Resources, Inc., and New
Century Energy Corp. permission to continue using Cash Collateral
in which Laurus Master Fund, Ltd., asserts an interest, in
accordance with a budget.

The Stipulated Final Order Authorizing Use of Cash Collateral
dated September 29, 2008, shall continue in effect, and the
Debtors are authorized to use cash collateral until May 15, 2009.

A final hearing is set for April 13.

As reported in the Troubled Company Reporter on March 24, 2009,
the Debtors filed with the Court on March 13, 2009, a First
Amended Disclosure Statement explaining the Debtors' First Amended
Chapter 11 Joint Plan of Reorganization.

The plan calls for the orderly liquidation of the Debtors'
business.  On the Plan's Effective Date, the Debtors will be
dissolved and will cease doing business.

Under the Plan, Secured Lender Claims will receive a Ratable
Portion of the proceeds of the sale of the Debtors' assets.
General Unsecured Claims under will receive Cash equal to their
ratable share of the Unsecured Creditors Fund.

A hearing to approve the adequacy of the disclosure statement is
scheduled for April 27, 2009, at 3:00 p.m.  Hearing on
confirmation of Debtors' amended plan of reorganization will take
place on May 8, 2009, at 2:00 p.m.

A full-text copy of the Debtors' First Amended Disclosure
Statement is available at:

      http://bankrupt.com/misc/NewCentury.FirstAmendedDS.pdf

A full-text copy of the Debtors' First Amended Plan of
Reorganization is available at:

     http://bankrupt.com/misc/NewCentury.FirstAmendedPlan.pdf

                     About New Century Energy

Based in Houston, Gulf Coast Oil Corp., Century Resources, Inc.
and New Century Energy Corp. are engaged in independent oil and
gas exploration and production.  The Debtors' major areas of
operations are located onshore United States, primarily in
McMullen, Matagorda, Wharton, Goliad and Jim Hogg Counties in
Texas.

All of the Debtors oil and gas properties are operated by Century
Resources, a wholly owned operating subsidiary of New Century.
Title ownership of the various oil and gas properties are held in
three entities -- Gulf Coast Oil, another wholly owned
subsidiary of New Century; New Century and Century Resources, with
all field operations conducted under the name of Century
Resources.  The working interest ownership of the various
operated properties range from 80% in the Sargent South Field in
Matagorda County, Texas, to 100% in the San Miguel Creek Field
(McMullen County, Texas), Mustang Creek Field (McMullen and
Atascosa Counties, Texas), Prado Field (Jim Hogg County, Texas),
Soleberg Wilcox Field (Goliad County, Texas), and Tenna Field
(Wharton County, Texas).  Additionally, the Debtors own a 15.20%
non-operated working interest with a 12.214% net revenue interest
in the Wishbone Field in McMullen County, Texas.

The Debtors filed separate petitions for Chapter 11 relief on
July 28, 2008 (Bankr. S.D. Tex. Lead Case No. 08-50213).  Chasless
L. Yancy, Esq., and David A. Zdunkewicz, Esq., at Andrews & Kurth
LLP represent the Debtors as counsel.  As of March 31, 2008, Gulf
Coast had total assets of $51,901,717 and total debts of
$75,326,678.


NORANDA ALUMINUM: S&P Downgrades Corporate Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Franklin, Tennessee-based Noranda
Aluminum Holding Corp. to 'SD' (selective default) from 'CCC+'.

At the same time, S&P lowered the issue-level rating on Noranda's
$220 million notes due 2014 to 'D' from 'CCC-' and kept the '6'
recovery rating, indicating S&P's expectation of negligible (0%-
10%) recovery in the event of a payment default.  S&P also lowered
the issue-level rating on Noranda Aluminum Acquisition Corp.'s
$510 million notes due 2015 to 'D' from 'CCC' and kept the '5'
recovery rating, indicating S&P's expectation of modest (10%-30%)
recovery in the event of a payment default.

All other outstanding ratings on Noranda remain on CreditWatch
with negative implications, where they were placed on Jan. 29,
2009.

These actions follow the company's recent repurchase of amounts
outstanding under the above mentioned notes at deeply discounted
prices, which S&P has deemed as distressed transactions and thus
tantamount to default.  S&P has taken this view in light of the
company's highly leveraged financial profile.  S&P expects that
Noranda's high leverage will persist into the foreseeable future
because of the depressed condition of aluminum markets, which has
resulted in pricing for primary aluminum that is well below the
cash cost of most producers.

S&P initially placed the ratings on Noranda Aluminum Holding on
CreditWatch with negative implications on Nov. 12, 2008, following
the company's announcement that it had elected to pay in kind the
interest on both note issues.  Noranda took this action to
conserve liquidity, given its expectation of subpar operating
results amid the weak aluminum market.  In S&P's view, operating
income in 2009 will likely be well below the level that Noranda
would require to cover interest payments on all of its debt issues
if it were to pay interest under the aforementioned notes in cash.

S&P intends to reassess Noranda's capital structure and latest
operating trends in the near term.  However, the corporate credit
rating would likely not be higher than the previous 'CCC+' rating.


NOVA HOLDING: Can Hire Epiq Bankruptcy as Claims, Noticing Agent
----------------------------------------------------------------
Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Nova Holding Clinton County, LLC and its
debtor-affiliates to employ Epiq Bankruptcy Solutions, LLC as
claims, noticing, and balloting agent.

Epiq is expected to:

   a. notify all potential creditors of the filing of the
      Chapter 11 petitions and of the setting of the first
      meeting of creditors, pursuant to section 341(a) of the
      Bankruptcy Code;

   b. notify all potential creditors of the last date for the
      filing of proofs of claim and furnishing a form for filing
      a proof of claim to creditors and parties-in- interest;

   c. file affidavits of service for all mailings performed by
      Epiq, including a copy of each notice, a list of persons to
      whom the notice was mailed, and the date mailed;

   d. assist the Debtors preparing and filing their schedules of
      assets and liabilities, schedules of executory contracts
      and unexpired leases, and statements of financial affairs
      and maintaining an official copy of the Debtors' Schedules,
      listing creditors and amounts owed;

   e. docket all claims filed and maintaining the official claims
      register on behalf of the Clerk and providing to the Clerk
      an exact duplicate thereof;

   f. specify in the claims register for each claim docket (i)
      the claim number assigned, (ii) the date received, (iii)
      the name and address of the claimant, (iv) the filed amount
      of the claim, if liquidated and (v) the allowed amount of
      the claim;

   g. record all transfers of claims and providing notices of the
      transfer;

   h. maintain the official mailing list of all entities that
      have requested service of pleadings in these cases;

   i. maintain the official mailing list of all entities that
      have filed a proof of claim or proof of interest, which
      lists will be available upon request of the Clerk's Office;

   j. notify all potential creditors and parties-in-interest of
      any hearings on a disclosure statement and confirmation of
      a Chapter 11 plan;

   k. mail the Debtors' disclosure statement, plan, ballots and
      any other related solicitation materials to holders of
      impaired claims and equity interests;

   l. receive and tally ballots and respond to inquiries
      respecting to voting procedures and the solicitation of
      votes on the plan;

   m. provide any other distribution services as are necessary or
      required; and

   n. provide other claims processing, noticing, and related
      administrative services as may be requested from time to
      time by the Debtors, including, but not limited to,
      maintaining a website for the limited purpose of
      disseminating publicly-available information about the
      Debtors' chapter 11 cases the as copies of notices and key
      pleadings and establishing a toll-free call center to
      operate during the early days of the Chapter 11 cases to
      provide publicly-available information about the cases.

James Katchadurian, senior vice president of Epiq, told the Court
that hourly rates of professionals working in these cases are:

     Title                        Rate Range      Average Rate
     Clerk                         $40 -  $60          $50
     Case Manager (Level 1)       $125 - $175          $142
     IT Programming Consultant    $140 - $190          $165
     Case Manager (Level 2)       $185 - $220          $202
     Senior Case Manager          $225 - $275          $247
     Senior Consultant                TBD              TBD

The level of senior consultant activity will vary by engagement.
The usual rate for services is $295 per hour.

In addition, before the petition date, Epiq received a $25,000
retainer to be applied in satisfaction of obligations incurred
pursuant to the engagement agreement.

A full-text copy of the Engagement Agreement is available for free
at http://bankrupt.com/misc/servicesagreement.pdf

              About Nova Holding Clinton County, LLC

Based in Seneca, Illinois, Nova Holding Clinton County, LLC make
industrial organic chemicals and biological products.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Del. Lead Case No. 09-
11081).  David W. Carickhoff, Jr., Esq., at Blank Rome LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.


NOVA HOLDING: Can Initially Use WestLB Cash Collateral 'Til May 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Nova Holding Clinton County, LLC, and its
debtor-affiliates to:

   a) access the cash collateral securing repayment of loan from
      West LB AG, New York Branch until May 1, 2009;

   b) grant adequate protection to WestLB.

Nova Biofuels Seneca, LLC, one of the Debtors, obtained a credit
facility providing for a $36 million construction loan/term loan
facility and a $5 million working capital loan facility pursuant
to a Credit Agreement dated as of Dec. 26, 2007, as amended from
WestLB in its capacities as administrative agent, collateral agent
and sole lender, and Sterling Bank as accounts bank.

The Seneca Credit Facility was intended to: (i) finance the
ownership, development, engineering, construction, testing and
operation of the Seneca biodiesel refinery and all auxiliary and
other facilities constructed or to be constructed by or on behalf
of Seneca, together with all fixtures and improvements thereto,
all real property owned by Seneca and all other real property,
easements and rights-of-way held by or on behalf of Seneca and all
rights to use easements and rights-of-way of others, and all
personal property, contracts and permits related thereto, (ii)
fund certain reserves and accounts, and (iii) pay interest, fees
and other expenses associated with the credit facility.

As of the petition date, the outstanding principal of debt under
the credit agreement was approximately $41 million plus all
accrued interest, fees and expenses.

The loans and other indebtedness, obligations and liabilities
under the Seneca Credit Agreement and related loan documents are
secured by liens and security interests in Seneca Collateral.
Seneca Collateral includes: (i) all Seneca personal property
including the Project Accounts and the Sponsor Support Account;
(ii) a mortgage granted by Seneca on the plant and real estate
making up the Seneca Plant; (iii) a pledge by Holding Seneca of
all of the equity in Seneca; and (iv) a pledge by Holding Seneca
of an unsecured intercompany loan receivable in the amount of
$35 million owing to Holding Seneca from Seneca.

Nova Biosource Fuels, Inc., the parent, also executed a limited
and unsecured Completion Guaranty Agreement in favor of WestLB and
dated as of Feb. 22, 2008.  In the Guaranty, Biosource Fuels has
agreed to pay or cause to be paid all Project Costs if and to the
extent that there are insufficient funds available to Seneca to
cover any Project Completion Deficiency not to exceed
$41 million.

The Seneca Credit Agreement required Seneca to establish certain
specified cash management accounts, operating accounts and reserve
and collateral accounts.  Pursuant to the Seneca Credit Agreement,
Seneca created a security interest and lien in its right, title
and interest in the Project Accounts in favor of WestLB.  Under
the Seneca Credit Agreement, Seneca has the right, in the absence
of a default, to give instructions to the Accounts Bank directing
the Seneca Account Bank to withdraw and disburse funds from the
various Project Accounts for the purposes and in the amounts/
within the parameters provided for in the Seneca Credit Agreement.

The Sponsor Support Account is an asset of Seneca intended to
support its obligations to construct the Seneca Plant and
thereafter satisfy certain warranty obligations.  Pursuant to the
Seneca Credit Agreement, Seneca created a security interest and
lien for the benefit of WestLB in Seneca's right, title and
interest in the Sponsor Support Account, which security interest
is acknowledged by Seneca and the Subject Debtors in the Interim
Order.  Neither Seneca nor the Subject Debtors are seeking present
authority pursuant to this Motion to use cash on deposit in the
Sponsor Support Account as Seneca Cash Collateral pursuant to the
Seneca or Non-Seneca Budgets.

All cash flow, revenues, and customer payments and collections on
accounts receivable from the operations of the Seneca Plant and
the sale of Products produced at the Seneca Plant are required to
be and currently are deposited into the Revenue Account.

Disbursements from the Revenue Account are controlled by the
Accounts Bank.  Seneca, the Accounts Bank, and WestLB have adopted
a course of conduct pursuant to which Seneca submits to the
Accounts Bank detailed written requests for the release of funds
from the Revenue Account to the Operating Account to permit
payment of specifically identified operating costs and expenses.
Per agreement between Seneca and WestLB, upon receipt by the
Accounts Bank of each the funding request, the Accounts Bank
provides a copy of the request to WestLB, and WestLB, after review
of the request for consistency with the Seneca Credit Agreement
and the then applicable Operating Budget, if appropriate consents
to the Accounts Bank permitting the withdrawals and payments
initiated by Seneca.

The Seneca Credit Agreement also contemplated the establishment of
Local Accounts, which would be local bank accounts of Seneca that
would be under the direct control of Seneca.  Pursuant to the
Seneca Credit Agreement and a separate Blocked Account Agreement
between Seneca and Sterling Bank, Seneca created a security
interest and lien in favor of the Seneca Agent for the benefit of
WestLB in its right, title and interest in the Local Operating
Account.

As of the petition date, the balance in the Revenue Account is
approximately $9,603, the balance in the Operating Account is
approximately $2,101,320, the balance in the Construction Account
is approximately $38, the balance in the Sponsor Support Account
is approximately $1,169,230, and the balance in the Local
Operating Account is approximately $38,618.  All cash in the
Revenue Account, the Operating Account, the Construction Account,
the Sponsor Account, and the Local Operating Account is Seneca
Cash Collateral.

The Debtors will use Seneca Cash Collateral solely in accordance
with a thirteen week, detailed cash budget or the Non-Seneca
Budget to fund each Debtors' general corporate overhead and the
administrative expenses in each of their respective chapter 11
cases, well as the Subject Debtors' working capital requirements
and their capital expenditures.  The Debtors, in negotiations with
WestLB have estimated that Seneca would be responsible for 85% of
the general corporate overhead and the general administrative
expenses and that the remaining Debtors would be responsible for
15% of the expenses.  The Non-Seneca Budget utilizes the Seneca
Cash Collateral to fund Seneca's estimated 85% share of the
expenses;

As adequate protection, WestLB will be granted:

   i) replacement security interests in and liens upon (a) all of
      the Prepetition Collateral; (b) all proceeds of the
      Prepetition Collateral; (c) all assets of Seneca of the
      same nature and type as the Prepetition Collateral whether
      presently owned or hereafter acquired by Seneca, and (d)
      subject to entry of the Final Order and the terms thereof,
      and in respect of any diminution claim asserted against
      each of Seneca and each Subject Debtor, if any, the
      proceeds of avoidance actions; and

  ii) superpriority administrative expense diminution claim
      in Seneca's and each of the Subject Debtors' Chapter 11
      cases; provided, however, that the Adequate Protection
      Liens will be junior in priority to the Prepetition Liens,
      but will be senior in priority to all other prepetition
      liens and security interests in the Prepetition Collateral
      that are already junior to the Prepetition Liens, and (ii)
      any Adequate Protection Priority Claim against each of
      Seneca and each Subject Debtor will be senior in priority
      to all other administrative expense claims in Seneca's and
      each of the Subject Debtors' Chapter 11 cases.

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

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

A full-text copy of the Non-Seneca Budget is available for free at
http://bankrupt.com/misc/nonsenecabudget.pdf

              About Nova Holding Clinton County, LLC

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, make
industrial organic chemicals and biological products.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Del. Lead Case No. 09-
11081).  David W. Carickhoff, Jr., Esq., at Blank Rome LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.


OLD HILLCROFT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Old Hillcroft II Associates Ltd.
        7373 E. Doubletree RAnch Rd #225
        Scottsdale, AZ 85258

Bankruptcy Case No.: 09-32402

Chapter 11 Petition Date: April 6, 2009

Court: Southern District of Texas (Houston)

Debtor's Counsel: Rogena Jan Atkinson, Esq.
                  rogena@rjabankruptcy.com
                  The Law Offices of RJ Atkinson LLC
                  3617 White Oak Drive
                  Houston, TX 77007
                  Tel: (713) 862-1700
                  Fax: (713) 862-1745

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Raymond G. Tiedje, president of
Millenium Development Corp.


PARK AT ASPEN: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Austin Business Journal reports that Park At Aspen Lake II LP has
filed for Chapter 11 bankruptcy protection.

Brenda Tworoger, CEO of Aspen Properties, the parent company of
PAAL II, in a statement, "This reorganization will allow PAAL II
sufficient time to complete the current leasing program, service
all obligations, and maintain this property past the current
economic downturn."

Austin, Texas-based Park At Aspen Lake II LP owns the 207,000-
square-foot Class A office building in Northwest Austin.

Park At Aspen filed for Chapter 11 bankruptcy protection on
April 3, 2009 (Bankr. W.D. Texas Case No. 09-10840).  Eric J.
Taube, Esq., at Hohmann, Taube & Summers, L.L.P., assists the
Company in its restructuring effort.  The Company listed
$10 million to $50 million in assets and $10 million to
$50 million in liabilities.


PB SURF: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: PB Surf, Ltd.
        40 South Palafox Street, Suite 500
        Pensacola, FL 32502

Bankruptcy Case No.: 09-30656

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: April 6, 2009

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: Bruce C. Fehr, Esq.
                  bfehr@liberislaw.com
                  Liberis & Associates, P.A.
                  40 South Palafox Street, Suite 500
                  Pensacola, FL 32502
                  Tel: (850) 438-9647

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by David A. Brannen, president.


PHILADELPHIA NEWSPAPERS: Court Postpones Hearing on DIP Financing
-----------------------------------------------------------------
The Associated Press reports that a hearing on a debtor-in-
possession financing for Philadelphia Newspapers has been
postponed until the week of May 11.

The AP relates that investors offered $25 million in temporary
financing, if Philadelphia Newspapers CEO Brian Tierney stays, but
creditors oppose that condition and have offered their own $20
million plan.

As reported by the Troubled Company Reporter on April 6, 2009,
Philadelphia Newspapers asked the Hon. Jean K. FitzSimon of the
U.S. Bankruptcy Court for the Eastern District of Philadelphia to
postpone a hearing on debtor-in-possession financing for a month.
Philadelphia Newspapers wanted to delay the hearing until the week
of May 11, saying that it has been doing well enough financially
to go longer without DIP financing.  The Debtor said that it would
be in its best interest to avoid costly litigation over the
financing.  The hearing had been set for April 13 and 14

According to The AP, Philadelphia Newspapers reached an agreement
with its lenders to postpone the hearing.  The AP states that
senior lenders have agreed to multiple delays for the hearing.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa., Lead Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PLY GEM: S&P Withdraws 'SD' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'SD'
corporate credit rating and various debt ratings on Ply Gem
International Inc. at the company's request.  However, S&P will
reassess Ply Gem's corporate and issue ratings in the near term
and will publish these ratings on an unsolicited basis.

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

Cary, NC-based Ply Gem is a manufacturer and distributor of siding
and windows for use in residential construction.


POLAROID CORP: Judge Declines to Approve Patriarch Sale
-------------------------------------------------------
Polaroid Corp. conducted an auction for its assets last week and
selected Patriarch Partners LLC's $59.1 million offer as the
wining bid.

The U.S. Bankruptcy Court for the District of Minnesota, however,
refused to approve the sale to Patriarch after the official
committee of unsecured creditors in the case said that liquidators
had provided the best offer for the auctioned assets, Bloomberg's
Bill Rochelle reported.  The judge told affiliates of Hilco
Merchant Resources LLC and Gordon Brothers Group LLC to make new
offers.

The Company is required to report the new results of the bidding
today, April 8.  A hearing to approve the sale will take place
tomorrow.

The stalking horse bidder, an affiliate of Genii Capital, S.A., a
Luxembourg based private equity firm, did not emerge the winning
bidder at the March 31 auction.

As reported by the Troubled Company Reporter on March 12, 2009,
the Bankruptcy Court approved procedures for the sale of all the
properties, assets and rights of Polaroid to PHC Acquisitions,
LLC, the proposed purchaser, subject to higher or better offers.
PHC, an affiliate of Genii, offered to buy all of Polaroid's
intellectual property rights and the "Polaroid" name and brand,
and other assets related to the Polaroid business for $42,000,000
in cash and the assumption of certain liabilities, free and clear
of all liens, claims, and encumbrances.  The Court also approved
the payment of a break-up fee of $1,200,000, an expense
reimbursement of up to $500,000 for PHC.

Minneapolis/St. Paul Business Journal relates that Patriarch
Partners won the auction with a $59.3 million bid, but creditors
objected.  A bid from PLR Holdings should have been given stronger
consideration, Business Journal says, citing creditors.

Judge Kishel, according to the Star Tribune, said that he would
let Patriarch and PLR to each submit final, best offers for
Polaroid.  Business Journal states that the court will hold a
hearing on Thursday, at which time a final sale of the company is
expected to be completed.

             Deal Being Forged With SavePolaroid.com

Donna Goodison at BostonHerald.com reports that PolaPremium.com,
Polaroid's joint venture with Austrian businessman Florian Kaps,
is forging a deal with SavePolaroid.com's two U.S. co-founders to
ship products directly from a New York warehouse.  According to
the report, the new shipping arrangement will begin with
Polaroid's TZ Artistic film.

                     About Patriarch Partners

Based in New York, Patriarch Partners LLC, founded in 2000, is a
distressed private equity firm, concentrating on direct
investments in distressed businesses, managing funds with more
than $6 billion of equity and secured loan assets with equity
investments in more than 70 companies.  The Patriarch funds have
investments in an extensive portfolio of companies, including Rand
McNally, Arizona Iced Tea and MD Helicopters.  Patriarch
specializes in rebuilding companies that span across a broad
spectrum of consumer and industrial sectors by providing
innovative financial solutions, strategic direction and
operational expertise.

                    About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.


POTOMAC EDISON: Fitch Raises Issuer Default Rating from 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded The Potomac Edison Company d/b/a
Allegheny Power's ratings:

  -- Issuer Default Rating to 'BBB-' from 'BB+';
  -- Senior secured debt rating to 'BBB+' from 'BBB';
  -- Pollution control revenue bonds to 'BBB+' from 'BBB'.

The ratings have been removed from Rating Watch Positive.  The
Rating Outlook is Stable.  The ratings of Potomac Ed's parent
company, Allegheny Energy, Inc. (IDR: 'BBB-', Stable Outlook), and
Allegheny's other subsidiaries are not affected by the rating
action.

The ratings upgrade reflects an improved, yet somewhat
challenging, regulatory environment.  The recent resolution in
Virginia of Potomac Ed's fuel cost under-recovery is an important
step toward restoring credit quality.  The Virginia State
Corporation Commission permitted Potomac Ed to hold a competitive-
bid auction for power in December 2008 to provide generation
service to Virginia customers from June 1, 2009 through June 30,
2011, with full recovery of purchased power costs starting on July
1, 2011.  These power auctions were completed in December at
favorable prices.  Potomac Ed's clear market transition plans in
Virginia and Maryland, combined with its fully regulated structure
in West Virginia that includes an annual fuel cost recovery
clause, removes much of the regulatory uncertainty that has
negatively impacted the company.

Ratings also reflect a financial profile that is improving as a
result of the recent regulatory resolution in Virginia.  The
company's fuel cost under-recovery in Virginia since July 1, 2007
resulted in a material deterioration of credit metrics.  For 2008,
Potomac Ed's debt-to-EBITDA ratio was almost 13 times and its
EBITDA interest coverage was just 1.2x.  With a purchased power
recovery plan now in place, it is expected that Potomac Ed's
profitability will improve greatly and likely return to the levels
experienced before the fuel cost under-recovery began in 2007.  In
2009, debt-to-EBITDA could strengthen to less than 3.5x and EBITDA
interest coverage could increase to over 5x.

However, cash flows will be temporarily constrained in 2009 and
2010 because of the rate stabilization and market transition plans
in Virginia and Maryland.  Customer credits in both states will
curb cash flows in 2009, with Maryland the primary reason for
lower cash flows in 2010.  Under Maryland's rate stabilization and
market transition plan, Potomac Ed received a 15% increase in
Maryland's residential customer rates in 2007 and then an
additional 15% increase in 2008 (approximately $30 million in each
year).  This surcharge was recorded as a regulatory liability and
is now in the process of being returned to customers in 2009 and
2010 as a credit to customers' bills to reduce the impact of the
generation rate cap expiration and maintain rate stability until
Dec. 31, 2010.  Starting on Jan. 1, 2011, the regulatory liability
will have been fully charged down and Potomac Ed will no longer
need to provide the cash flow-dilutive credit to Maryland's
residential customers.  At that point, cash flow metrics are
expected to return to levels consistent with the ratings and the
company's ability to charge market rates for power in Maryland.
Favorably, in Maryland, Potomac Ed can recover all of its power
supply costs in full and without any lag.

Potomac Ed's liquidity is supported by Allegheny's intercompany
money pool, which provides Potomac Ed and its sister utility
companies Monongahela Power Company d/b/a Allegheny Power and West
Penn Power Company d/b/a Allegheny Power with adequate liquidity
to weather the current economic downturn and cash flow needs
associated with the rate stabilization and market transition
plans.  Ready access to liquidity includes Allegheny's cash on
hand, Allegheny's $376 million undrawn revolving credit facility,
and affiliated generating company Allegheny Energy Supply Company,
LLC's $400 million revolving credit facility.

The Potomac Edison Company d/b/a Allegheny Power is a regulated
transmission and distribution utility subsidiary of Allegheny
Energy, Inc. that serves approximately 480,000 customers in
Maryland, West Virginia, and Virginia.  About 25% of Potomac Ed's
entire customer load is in Virginia, 50% in Maryland, and the
remaining 25% in West Virginia.


PROSPECT MEDICAL: S&P Puts 'B-' Ratings on Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on Prospect Medical Holdings Inc., including the 'B-' counterparty
credit rating, on CreditWatch with negative implications.

"We took this rating action as a result of a contractual
performance dispute that has arisen between the company and
certain members of its lender group," explained Standard & Poor's
credit analyst Joseph Marinucci.  Specifically, Prospect Medical
has received notices of nonmonetary default from its
administrative agent and certain lenders for the nondivestiture of
certain assets by a specified date.  The company has strongly
disputed the administrative agent's characterization of the
matter, and the parties have engaged in ongoing discussions
seeking its resolution.  As a result of this development, S&P
believes Prospect Medical's risk of covenant breach has increased.
This could result in the immediate termination of its $7.25
million revolver and cause its credit agreement loan balance
(about $135.5 million as of Dec. 31, 2008) to become payable
immediately.  If the lending group does not elect to waive its
enforcement rights, this would create a significant liquidity
problem for the company.  It would also hurt the company's ability
to operate and continue as a going concern.

"We believe this matter has the potential to be a significant
operational distraction that could ultimately impair the company's
financial and business profile, particularly if this dispute is
not favorably resolved in the near term," Mr. Marinucci added.
S&P intends to conduct follow-up discussions with Prospect
Medical's management team in the second quarter of 2009.
Thereafter, S&P could affirm the rating or lower it. S &P also
could assign either a stable or negative outlook.


RITZ CAMERA: Expects to Liquidate Over $50 Million in Inventory
---------------------------------------------------------------
Eric Eyre at The Charleston Gazette reports that Ritz Camera
Centers Inc. expects to liquidate more than $50 million in
inventory at the stores that it will close.  According to the
report, joint venture group is conducting the sales, which began
on Saturday.

As reported by the Troubled Company Reporter on April 7, 2009,
Ritz Camera will shut down 300 stores nationwide and sell the
merchandise in liquidation sale.  Stores to be closed include
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.  Ritz
Camera will have about 400 stores left after the sales, including
eight Wolf Camera and two Ritz Camera locations in the Triangle.

The Charleston Gazette relates that Ritz Camera's store at
Charleston Town Center Mall will remain open.  According to The
Charleston Gazette, the Charleston store is the chain's only
location in West Virginia.

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.


SERENDIPITY ENTERTAINMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Serendipity Entertainment Corporation
        4600 Hampton Ave.
        Kansas City, MO 64112
        Tel: (816) 531-8882

Bankruptcy Case No.: 09-14469

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Serendipity Leasing Corporation            09-14470
        Bravo Entertainment Corporation            09-14471
        Shazam Entertainment Corporation           09-14472
        Verite Entertainment Corporation           09-14473

Chapter 11 Petition Date: March 28, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce Markell

Company Description: The debtor is engaged in video rental.

Debtor's Counsel: Richard F. Holley, Esq.
                  400 S. Fourth St., 3rd Floor
                  Las Vegas, NV 89101
                  Tel: (702) 791-0308
                  Fax: (702) 791-1912
                  Email: rholley@nevadafirm.com

Estimated Assets: $0 to $50,000

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

The petition was signed by James Porterfield, vice president of
the Company.

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

             http://bankrupt.com/misc/nvb09-14469.pdf


SIERRA TRIPLE NET: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sierra Triple Net, Ltd.
        365 Calle De La Plata
        Sparks, NV 89436

Bankruptcy Case No.: 09-50846

Chapter 11 Petition Date: March 27, 2009

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

Estimated Assets: $0 to $50,000

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

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

             http://bankrupt.com/misc/nvb09-50846.pdf


SILICON GRAPHICS: Donlin Recano Approved as Claims Agent
--------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Silicon Graphics Inc. and its debtor-affiliates to
employ Donlin Recano & Company as their claims and noticing agent.

The firm will:

   a) notify all potential creditors of the filing of the
      Debtors' bankruptcy petitions and of the setting of the
      first meeting of creditors, pursuant to Bankruptcy Code
      Section 341, under the proper provisions of the Bankruptcy
      Code and the Bankruptcy Rules;

   b) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs
      listing the Debtors' known creditors and the amounts
      owed thereto;

   c) notify all potential creditors of the existence and amount
      of their respective claims, as evidenced by the Debtors'
      books and records and as set forth in their Schedules;

   d) furnish a notice of the last day for the filing of proofs
      of claim and a form for the filing of a proof of claim,
      after such notice and form are approved by this Court;

   e) file with the Clerk an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed, and the date the notice was mailed,
      within 3 days of service;

   f) docket all claims received, maintain the official claims
      registers for each of the Debtors on behalf of the
      Clerk, and provide the Clerk with certified duplicate
      unofficial Claims Registers on a monthly basis, unless
      otherwise directed;

   g) specify, in the applicable Claims Register, the following
      information for each claim docketed: (i) the claim number
      assigned, (ii) the date received, (iii) the name and
      address of the claimant and agent, if applicable, who filed
      the claim, (iv) the filed amount of the claim, if
      liquidated, and (v) the classification(s) of the claim
      according to the proof of claim;

   h) relocate, by messenger, all of the actual proofs of claim
      filed to the firm, not less than weekly;

   i) record all transfers of claims and provide any notices of
      such transfers required by Bankruptcy Rule 3001;

   j) make changes in the Claims Register pursuant to Court
      Order;

   k) upon completion of the docketing process for all claims
      received to date by the Clerk's office, turn over to the
      Clerk copies of the Claims Registers for the Clerk's
      review;

   l) maintain the Claims Register for public examination without
      charge during regular business hours;

   m) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list shall
      be available upon request by a party-in-interest or the
      Clerk;

   n) assist with, among other things, solicitation, calculation,
      and tabulation of votes and distribution, as required in
      furtherance of confirmation of the Plan;

   o) provide and maintain a website where parties can view
      claims filed, the status of claims, and pleadings or other
      documents filed with the Court by the Debtors;

   p) file with the Court the final version of the Claims
      Register immediately before the closing of these chapter 11
      cases; and

   q) at the close of the case, box and transport all original
      documents in proper format, as provided by the Clerk's
      office, to the Federal Archives Record Administration,
      located at Central Plains Region, 200 Space Center Drive,
      Lee's Summit, MO 64064.

The firm's standard hourly rates are:

      Designation                    Hourly Rate
      -----------                    -----------
      Senior Case Manager            $175-$250
      Case Manager                   $180-$200
      Technology Consultant          $115-$195
      Senior Analyst                 $115-$175
      Junior Analyst                 $70-$110
      Clerical                       $40-$65

Louis A. Recano, president of the firm, assures the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

                       About Silicon Graphics

Based in Sunnyvale, California, Silicon Graphics, Inc. (SGIC) --
http://www.sgi.com/-- delivers a complete range of high-
performance server and storage solutions along with industry-
leading professional services and support that enable its
customers to overcome the challenges of complex data-intensive
workflows and accelerate breakthrough discoveries, innovation and
information transformation.

Silicon Graphics Inc. reported $390.4 million in total assets and
$526.5 million in total liabilities, resulting in $136.0 million
stockholders' deficit as of December 26, 2008.


SILICON GRAPHICS: Moves to Sell All Assets to Rackable for $25MM
----------------------------------------------------------------
The Hon. Martin Glenn of the United States Bankruptcy Court for
the District of Delaware approved bidding procedures to govern the
auction of the assets of Silicon Graphics Inc. and its debtor-
affiliates.  He also approved (i) the manner of notice of the
Debtors' request and the sale hearing; (ii) procedures for the
assumption and assignment of assigned contracts, including notice
of proposed cure amounts; and (iii) bid protections as provided in
the asset purchase agreement agreement dated March 31, 2009.

All objections to the Debtors' request that were not withdrawn,
waived or settled are overruled, Judge Glenn said.

As reported in the Troubled Company Reporter on April 2, 2009,
Rackable Systems Inc., the designated stalking-horse bidder,
agreed to purchase substantially all the assets, except for
certain excluded assets, of the Debtors for $25 million under
the agreement.  The sale is subject to adjustment in certain
circumstances, plus the assumption of certain liabilities
associated with the acquired assets.  The APA agreement has been
approved by the boards of directors of Rackable and the Debtors.

Completion of the transaction is subject to a number of closing
conditions, including the approval of the Court.  Subject to such
conditions and uncertainties, the transaction is expected to close
within approximately 60 days.  The assets to be acquired do not
include certain non-core patents, which will be retained by SGI.
It is expected that the net proceeds of the transaction will be
distributed for the benefit of the secured creditors of SGI, and
that SGI stockholders will not receive any proceeds in respect of
the sale.

To participate in the auction, bid for the Debtors' assets and
$2 million good faith deposit must be delivered before April 27,
2009, by 5:00 p.m.  A bid must propose a purchase price of at
least $27 million as indicated in the APA agreement.  During the
auction, bid will be made in $250,000 increments.

An auction will take place at the offices of the Debtors' counsel,
Ropes & Gray LLP, at 1211 Avenue of the Americas in New York on
April 28, 2009, at 10:00 a.m., followed by a sale hearing on April
30, 2009, at 10:00 a.m.

The stalking horse bidder will receive $750,000 break-up fee and
expense reimbursement if the Debtors consummate the sale to
another party.

                      About Rackable Systems

Rackable Systems, Inc. (RACK) -- http://www.rackable.com/--
providese Eco-Logical(TM) servers and storage for medium- to
large-scale data center deployments.  Rackable's products,
available for purchase or lease, are designed to provide benefits
in the areas of density, thermal efficiency, serviceability, power
distribution, data center mobility and remote management.  Founded
in 1999 and based in Fremont, California, Rackable Systems is a
founding member of The Green Grid and serves cloud computing and
services, enterprise software, federal government, digital media,
financial services, oil and gas exploration and HPC customers
worldwide.

                       About Silicon Graphics

Based in Sunnyvale, California, Silicon Graphics, Inc. (SGIC) --
http://www.sgi.com/-- delivers a complete range of high-
performance server and storage solutions along with industry-
leading professional services and support that enable its
customers to overcome the challenges of complex data-intensive
workflows and accelerate breakthrough discoveries, innovation and
information transformation.

Silicon Graphics Inc. reported $390.4 million in total assets and
$526.5 million in total liabilities, resulting in $136.0 million
stockholders' deficit as of December 26, 2008.


STAR TRIBUNE: Employees Launch Online Campaign to Save Newspaper
----------------------------------------------------------------
Agence France-Presse reports that Star Tribune employees have
launched an online campaign to save the Minnesota newspaper.

AFP quoted Star Tribune employees as saying, "We, the journalists
who write, photograph, edit and present the news every day, are
launching this campaign because we believe the Star Tribune is an
essential community resource that is too valuable to lose.  Our
best chance of continuing to provide the breadth and quality of
news, opinion, sports and entertainment coverage Minnesotans
deserve is to attract a new owner who shares our values and who is
ready to lead the Star Tribune into a new age.  Help us convince a
potential owner that great cities need robust news operations."

AFP relates that a Web site, savethestrib.com, features
testimonials from readers, a petition supporting the Star Tribune
newspaper, and invites readers to submit business proposals.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., at
Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  The Debtors proposed Blackstone Group LP
as their financial advisor; and Curtis, Mallet-Prevost, Colt &
Mosle LLP as conflict counsel; and Garden City Group Inc. as
claims agent.  Diana G. Adams, the U.S. Trustee for Region 2,
selected seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  The Committee
proposed Lowenstein Sandler PC as its counsel.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million to $500 million each.


SUN MICROSYSTEMS: S&P Puts 'BB+' Rating on Developing CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'BB+' corporate credit rating, on Santa
Clara, California-based Sun Microsystems Inc. on CreditWatch with
developing implications indicating the possibility of an upward or
downward rating movement.

"The CreditWatch listing follows widely disseminated press reports
that Sun has been in negotiations with IBM (A+/Stable/A-1) and
potentially others, to be acquired," said Standard & Poor's credit
analyst Philip Schrank.  Reportedly, the talks with IBM have
broken off for now.  If Sun ultimately agrees to merge with a
higher rated entity, its' ratings could be raised.

However, if Sun remains independent, S&P's ratings could be
lowered should the company choose to adopt shareholder friendly
initiatives, such as a large share repurchase or a one-time
dividend funded by debt that would weaken credit protection
measures and/or reduce liquidity.  Even without these actions,
S&P's ratings on Sun could be lowered because of weak operating
performance.  Revenues and EBITDA have declined year over year for
the past four quarters, coupled with the likelihood of a
challenging IT spending environment extending through 2009, which
could further dampen operating performance.  Sun's liquidity is
currently strong, with about $3 billion in cash and short- and
long-term marketable debt securities (as of Dec. 28, 2008) versus
less than $2 billion of total debt.

S&P will continue to monitor events as they unfold.  S&P will
reassess Sun's ratings when S&P has greater clarity into its
strategic direction, although S&P may take an interim step based
on earnings performance and its outlook for future standalone
operations.


SUN-TIMES MEDIA: U.S. Trustee Sets Creditors Meeting for April 29
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3 will
convene a meeting of creditors in Sun-Times Media Group Inc.'s
Chapter 11 case on April 29, 2009, at 10:00 a.m., at J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112, Wilmington,
Delaware.

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

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

Sun-Times Media Group, Inc. (Pink Sheets:SUTM) --
http://www.thesuntimesgroup.com/-- owns media properties
including the Chicago Sun-Times and Suntimes.com as well as
newspapers and Web sites serving more than 200 communities across
Chicago.  The Company and its affiliates conduct business as a
single operating segment which is concentrated in the publishing,
printing, and distribution of newspapers in greater Chicago,
Illinois, metropolitan area and the operation of various related
Web sites.  The Company also has affiliates in Canada, the United
Kingdom, and Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009, (Bankr. D. Delaware Case No. 09-
11092).  James H.M. Sprayregan, P.C., James A. Stempel, Esq.,
David A. Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland &
Ellis LLP assist the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.  As
of November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SUN-TIMES MEDIA: Kurztman Carson Approved as Claims Agent
---------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized Sun-Times Media Group Inc. and its debtor-affiliates to
employ Kurtzman Carson Consultants LLC as their notice, claims and
solicitation agent.

The firm will, among other things:

  a) maintain and update the master mailing lists of Debtors'
     creditors;

  b) gather data in conjunction with the preparation of the
     Debtors' schedules of assets and liabilities and statements
     of financial affairs;

  c) track and administer claims; and

  d) perform other administrative tasks pertaining to the
     administration of the chapter 11 cases, as may be requested
     by the Debtors or the Clerk's Office.

The firm's compensation rates are:

     Designation                       Hourly Rate
     -----------                       -----------
     Senior Managing Consultant        $295-325
     Senior Consultant                 $255-$275
     Consultant                        $165-$245
     Programming Consultant            $145-$195
     Project Specialist                $80-$140
     Clerical                          $45-$65

Michale Frishberg, vice president of the firm's corporate
restructuring services, assures the Court that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Sun-Times Media Group, Inc. (Pink Sheets:SUTM) --
http://www.thesuntimesgroup.com/-- owns media properties
including the Chicago Sun-Times and Suntimes.com as well as
newspapers and Web sites serving more than 200 communities across
Chicago.  The Company and its affiliates conduct business as a
single operating segment which is concentrated in the publishing,
printing, and distribution of newspapers in greater Chicago,
Illinois, metropolitan area and the operation of various related
Web sites.  The Company also has affiliates in Canada, the United
Kingdom, and Burma.

Sun-Times Media's balance sheet at Sept. 30, 2008, showed total
assets of $479.9 million, total liabilities of $801.7 million,
resulting in a stockholders' deficit of roughly $321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No. 09-
11092).  James H.M. Sprayregan, P.C., James A. Stempel, Esq.,
David A. Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland &
Ellis LLP assist the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.  As
of November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SYNTAX-BRILLIAN: Asks Court's Approval of Sale of Olevia Brand
--------------------------------------------------------------
Syntax-Brillian Corporation, et al., asks the U.S. Bankruptcy
Court for the District of Delaware to approve (i) bidding
procedures for the sale of their "Olevia" brand name and related
assets at an auction, and (ii) the payment of a $28,000 break-up
fee at the closing of an alternative transaction other than with
the stalking horse bidder at the auction.

The Debtors tell the Court that a sale of the Olevia brand and
related assets provides the best and most efficient means for them
to maximize the value of their estates, and avoid further
deterioration in value.

Amergence Technology, Inc., the stalking horse bidder, is an
electronics supplier for both OEM and ECM parts.  Amergence has
offered to pay $280,000 for the purchased assets.

               Competing Bid Deadline/Auction Date

The Debtors ask the Court to approve a April 24 deadline for the
submission of competing bids.

In the event that competitive bids are received, an auction of the
purchased assets is set for April 28 at the law offices of
Greenberg Traurig LLP, The Nemours Building, 1007 North Orange
Street, Suite 1200, in Wilmington, Delaware 19801, beginning at
2:00 p.m.

Bidding at the auction will start at no less than $400,000.
Incremental bids will be at least $50,000.

The Debtors ask the Court to set a sale hearing for April 29.  At
the sale hearing, the Debtors will move the Court the approve the
the sale of the purchased assets to the winning bidder or bidders.
Closing shall take place immediately after the sale hearing and
entry of the sale order, but in no event later than May 1, 2009.

A full-text copy of the Asset Purchaser Agreement between the
Debtors and Amergence Technology, Inc. is available for free at:

         http://bankrupt.com/misc/Syntax.AmergenceAPA.pdf

A full-text copy of the Debtor's Bid Procedures motion is
available at:

     http://bankrupt.com/misc/Syntax.BidProceduresMotion.pdf

As reported in the Troubled Company Reporter on March 24, 2009,
the Court approved the disclosure statement explaining the terms
of the Debtors' Second Amended Chapter 11 Liquidating Plan, dated
March 11, 2009.

A hearing to consider confirmation of the Plan is set for
April 21.  Objections, if any, to confirmation of the Plan is due
on before April 13.

A full-text copy of the Second Amended Disclosure Statement is
available at:

     http://bankrupt.com/misc/Syntax-Brillian2ndAmendedDS.pdf

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a suplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the Official Committee of Unsecured
Creditors.  Pepper Hamilton, LLP, represents the Committee as
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
balloting, notice, and claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On Sept. 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia International to complete the purchase.  On
Oct. 10, the Bankruptcy Court denied OIG's emergency request to
excuse it from its obligations.  OIG has taken an appeal of that
order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


SYNTAX-BRILLIAN: Wants Solicitation Period Extended to May 11
-------------------------------------------------------------
Syntax-Brillian Corporation, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend their exclusive period to
solicit acceptances of their Chapter 11 Plan to May 11, 2009,
which is one week after the anticipated May 4 effective date of
the Plan.

The Debtors relate that the hearing on the confirmation of the
Plan is set for a date which falls after the April 20 expiration
date of the current exclusive solicitation period.  This extension
will ensure that the confirmation process may take place without
interruption and without the Debtors ceding any exclusivity
rights.

As reported in the Troubled Company Reporter on March 24, 2009,
the Court approved the disclosure statement explaining the terms
of the Debtors' Second Amended Chapter 11 Liquidating Plan, dated
March 11, 2009.

A hearing to consider confirmation of the Plan is set for
April 21.  Objections, if any, to confirmation of the Plan is due
on before April 13.

A full-text copy of the Second Amended Disclosure Statement is
available at:

     http://bankrupt.com/misc/Syntax-Brillian2ndAmendedDS.pdf

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc. and Syntax Groups Corp. design,
develop, and distribute high-definition televisions (HDTVs)
utilizing liquid crystal display (LCD) and, formerly, liquid
crystal (LCoS) technologies.  The Debtors sell their HDTVs under
the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a suplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the Official Committee of Unsecured
Creditors.  Pepper Hamilton, LLP, represents the Committee as
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
balloting, notice, and claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On Sept. 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia International to complete the purchase.  On
Oct. 10, the Bankruptcy Court denied OIG's emergency request to
excuse it from its obligations.  OIG has taken an appeal of that
order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TEAM FINANCIAL: Files Chapter 11 Following Banks' Takeover
----------------------------------------------------------
After Colorado National Bank of Colorado Springs, Colorado, and
TeamBank NA of Paola, Kansas, were taken over by the Federal
Deposit Insurance Corp. in March, the banks' holding company,
Team Financial Inc., filed a Chapter 11 petition on April 5 in the
U.S. Bankruptcy Court for the District of Kansas (Wichita).

According to Kansas City Business Journal, Team Financial said in
court documents that its employee stock-ownership plan held an
11.6% stake in the Company.  Business Journal relates that Team
Financial had 3.5 million shares of common stock outstanding.

Business Journal states that Team Financial CFO Bruce Vance
resigned from his post in February 2009.  According to the report,
Team Financial reported on December 8, 2008, a loss of
$10 million for the quarter ended September 30, 2008, compared
with profit of $908,000 for the same quarter the prior year.

According to Bloomberg's Bill Rochelle, Team Financial's petition
listed $26.7 million in debt, including $22.7 million in secured
claims.  Assets were less than $700,000.

On March 20, 2009, TeamBank, NA and Colorado National Bank, the
wholly-owned subsidiaries and principal assets of Team Financial,
Inc., were closed by the Office of the Comptroller of the Currency
and the FDIC was appointed as receiver of the Banks.

Team Financial's principal assets are the common stock that it
owns in TeamBank and CNB, and, as a result of the closure of
TeamBank and CNB, the Company has very limited remaining tangible
assets.  As the owner of all of the capital stock of TeamBank and
CNB, Team Financial would be entitled to the net recoveries, if
any, following the liquidation or sale of TeamBank and CNB or its
assets by the FDIC.  However, at this time, Team Financial does
not believe that it will realize any recovery.

In connection with the closure of TeamBank, the FDIC said:

   -- The FDIC approved the assumption of all of the deposits of
      TeamBank by Great Southern Bank, Springfield, Missouri
      ("Great Southern Bank"). Accordingly, all depositors of
      TeamBank automatically became depositors of Great Southern
      Bank.

   -- TeamBank's 17 offices reopened on Saturday, March 21, 2009,
      as branches of Great Southern Bank.

   -- Great Southern Bank has agreed to pay a total premium of 1%
      for TeamBank's deposits.

   -- Great Southern Bank will purchase $656.5 million of
      TeamBank's assets.

   -- The FDIC will retain the remaining assets for later
      disposition.

In connection with the closure of CNB, the FDIC said:

   -- The FDIC approved the assumption of all of the deposits of
      CNB by Herring Bank, Amarillo, Texas ("Herring Bank").
      Accordingly, all depositors of CNB automatically became
      depositors of Herring Bank.

   -- CNB's three offices reopened on Saturday, March 21, 2009, as
      branches of Herring Bank.

   -- Herring Bank has agreed to pay a total discount of 1.27% for
      CNB's deposits.  In addition, Herring Bank will purchase
      approximately $117.3 million of CNB's assets. The FDIC will
      retain the remaining assets for later disposition.

On March 20, 2009, Team Financial determined that it was in breach
of the Revolving Credit Agreement, dated March 18, 2004 and
amended effective October 15, 2008, with U.S. Bank, N.A. ("U.S.
Bank") as a result of its inability to fully comply with the
requirements of the September 2, 2009 and September 3, 2009
Consent Orders  entered into with the Office of the Comptroller of
the Currency.  As of March 20, 2009, the Credit Agreement has a
current outstanding balance of $4 million in principal and
approximately $38,000 accrued but unpaid interest.  Accordingly,
U.S. Bank may declare any outstanding balance and interest thereon
due and payable.

On March 20, Team Financial also determined that it was in breach
of the Indenture (the "Indenture"), by and between, the Registrant
and Wells Fargo Bank, NA (the "Trustee"), dated September 14, 2006
as a result of the FDIC taking possession as receiver of a
substantial portion of the Registrant's assets (the "Default").
Accordingly, the Trustee or the holders of the debt securities
under the Indenture may declare the entire principal of the debt
securities ($22 million) and any premium and interest accrued due
and payable.

On March 24, 2009, Team Financial received a letter from the
Nasdaq Stock Market indicating that it no longer complies with the
minimum [[$10]] million in stockholder's equity requirement for
continued listing on the Nasdaq Global Market under Nasdaq
Marketplace Rule [[4450(a)(3)]].  In addition, Nasdaq expressed
concerns about the Company's ability to sustain compliance with
other requirements for continued listing on Nasdaq as well as the
residual equity interest of the Registrant's common stock holders.
As a result, Nasdaq notified Team Financial that the Registrant's
securities will be delisted from Nasdaq.

                        About Team Financial

Team Financial Inc. is a financial holding company. The Company
offers a range of community banking and financial services through
21 locations in Kansas, Missouri, Nebraska and Colorado through
its banking subsidiaries, Team Bank and Colorado National Bank.
Its presence in Kansas consists of nine locations in the Kansas
City metropolitan area and three locations in southeast Kansas.
The Company operates at two locations in south-western Missouri,
three in metropolitan Omaha, Nebraska, and four in metropolitan
Colorado Springs, Colorado. The Company offers financial services
to its retail and commercial banking customers including personal
and corporate banking services, mortgage banking, trust and estate
planning, and personal investment financial counseling services.



THE VICTOR GROUP: Chapter 7 Trustee Selling 2 Vehicles for $6,000
-----------------------------------------------------------------
Joseph B. Spero, Esq., the Chapter 7 trustee overseeing the
liquidation of The Victor Group II, Inc., intends to sell two
vehicles:

   -- a 1990 Ford Club Wagon Van (VIN: 1FBJS31YXLHA11747), and
   -- a 2004 Dodge Ram 2500 Quad (VIN 3D7KU28D54G220242),

subject these terms and conditions:

PRICE: Initial offer is $6,000 cash or certified funds, for both
vehicles, after the entry of a Final Order of the Bankruptcy Court
approving the sale.

HEARING AND LOCATION: April 27, 2009, at 1:30 p.m. before Judge
Bentz, U.S. Courthouse, Bankruptcy Court, 17 South Park Row, Erie,
Pennsylvania 16501.

OBJECTION DEADLINE: April 17, 2009, or thereafter as the Court
permits, with a copy to Trustee's undersigned counsel.

TERMS & CONDITIONS: (a) "as-is, where is and with all faults"; (b)
all cash at closing, no financing contingencies; (c) initial offer
of $6,000; (d) the bankruptcy court may receive higher offers at
the time of the hearing; and, (e) the bankruptcy court to approve
highest and best offer.

FOR INFORMATION: Contact the chapter 7 trustee:

     Joseph B. Spero, Esq.
     3213 West 26th Street
     Erie, Pennsylvania 16506
     Telephone (814) 836-1011

The Victor Group II, Inc., dba First Machine and Manufacturing,
Inc., sought chapter 11 protection (Bankr. W.D. Pa. Case No.
07-11723) on October 25, 2007, and the case converted to a
Chapter 7 liquidation thereafter.  The debtor estimated its
assets at more than $1 million at the time of the Chapter 11
filing.


TOJU EKWEJUNOR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Toju Ekwejunor-Etchie
        1785 15th Street
        San Francisco, CA 94103

Bankruptcy Case No.: 09-30715

Chapter 11 Petition Date: March 25, 2009

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

Judge: Dennis Montali

Debtor's Counsel: Duane L. Tucker, Esq.
                  Law Offices of Duane L. Tucker
                  27793 Tampa Ave.
                  Hayward, CA 94544
                  Tel: (510) 670-0668
                  Email: tucker@pacbell.net

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

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

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

             http://bankrupt.com/misc/canb09-30715.pdf


TOLL BROTHERS: Moody's Gives Negative Outlook; Holds 'Ba1' Rating
-----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook of Toll
Brothers, Inc. to negative from stable and affirmed the existing
ratings, including its senior unsecured rating at Ba1, senior sub
debt rating at Ba2, and speculative grade liquidity rating at SGL-
1.

The negative ratings outlook reflects Moody's expectation that
Toll Brothers' high density mid- and high-rise tower business will
continue to be a drag on earnings and result in reduced cash low,
as cancellations are expected to mount while new orders remain
weak.  In addition, although the company has by far the longest
land supply in the industry, it has begun bidding selectively, and
so far unsuccessfully, on small parcels of additional land.  If it
should escalate its bidding activity and successfully acquire
larger parcels, some of the company's currently strong liquidity
position may be lessened.

The ratings are supported by Toll Brothers' leadership position in
its upper end homebuilding niche; an ability to greatly restrict,
or even shut off entirely, its land spend for relatively long
periods of time without incurring the need to race to catch up
when the market turns; and its currently strong liquidity profile,
as captured in its SGL-1 rating.  At the same time, the ratings
incorporate Moody's expectation that consolidated cash flow from
operations will be negative in 2009, that pre-impairment earnings
will dip into the negative column, that continued impairment
charges will erode the substantial headroom that the company
currently enjoys in its bank covenants, that the overall general
economy and macro housing outlook will remain unsupportive into
2010, and that there could be additional capital drain from
troubled joint ventures.

Going forward, the outlook could stabilize if the company were to
resume positive cash flow generation in 2009, remain profitable on
a pre-impairment basis, and continue building its cash balances.

The ratings could be lowered if Moody's were to expect cash flow
generation to remain negative in 2010; liquidity were to be
materially impaired; the company were to re-lever its balance
sheet above 50%; and/or modest pre-impairment losses were to
continue on a sustained quarterly basis or a significant pre-
impairment loss were to occur in any one quarter.

Moody's last rating action for Toll Brothers, Inc. occurred on
July 3, 2008, at which time Moody's lowered the company's senior
unsecured rating to Ba1 from Baa3.

Based in Horsham, Pennsylvania, Toll Brothers, Inc. is the
nation's leading builder of luxury homes, serving move-up, empty-
nester, and "active adult" buyers in 21 states and four regions
around the country.  Total revenues and consolidated net income
for the fiscal year that ended October 31, 2008 were $3.2 billion
and $(298) million, respectively.


TOUSA INC: Asks Court to Approve New Home Warranty Program
----------------------------------------------------------
TOUSA Inc. and its affiliates seek permission from John K. Olson
of the U.S. Bankruptcy Court for the Southern District of Florida
to enter into a new Home Warranty Program with Professional
Warranty Service Corporation.

In the ordinary course of business, the Debtors provide
their homebuyers with standardized limited warranties.  During
the period in which a home is under warranty, the Debtors are
obligated to repair and replace any part of the new home that is
materially defective due to the Debtors' workmanship or
materials.  The Debtors' obligations were administered by
Professional Warranty Service Corp.

To help ensure that customers had added confidence in purchasing
a home from the Debtors notwithstanding these Chapter 11 cases,
the Debtors, PWSC and Zurich North America discussed the future
availability of the Home Warranty Program for the Debtors'
customer base.  Accordingly, the Debtors hired PWSC to provide,
at no cost to the customer, a 10-year transferable supplementary
warranty to those homebuyers with contracts of sale in force as
well as those customers who signed a contract of sale between the
Petition Date and April 30, 2008.  Under the Original Program, in
the event the Debtors failed to fulfill their obligations to
"eligible" homebuyers under their Home Warranty Program, the
insurer would perform according to the Supplementary Warranty.
Although disputed claims under the Home Warranty Program were
administered through PWSC, a substantial portion of the intake of
new warranty claims under the Home Warranty Program came directly
to the Debtors from new homebuyers who raised claims at regional
locations.

In light of the Debtors' change in operational direction, in
which new construction will be sharply curtailed and ultimately
eliminated, it is of paramount importance that the Debtors'
customers have assurance that warranty claims will in fact be
honored, Paul Steven Singerman, Esq., at Berger Singerman, P.A.,
in Miami, Florida, says.  Absent the ability to provide a
customer with this assurance under the current circumstances, the
Debtors are concerned that the sale of homes in progress and
current inventory at market-level pricing would be nearly
impossible.  To ensure that the value of the Debtors' estates can
truly be maximized in the face of the current situation, the
Debtors believe it is of critical importance to enter into a new
Home Warranty Program with PWSC.

The salient terms of the New Home Warranty Program are:

  a. The Warranty Program will apply to two categories of homes
     constructed by the Debtors:

        * Group 1 -- homes as to which a sale has closed since
          June 30, 2008 and which are not covered by the
          Original Program, and

        * Group 2 -- about 1,100 homes that the Debtors
          anticipate selling and delivering during the 12-month
          period following April 1, 2009.

  b. Between Group 1 and Group 2 home categories, the Debtors
     expect all homes sold after July 1, 2008, and delivered
     before March 23, 2009, and all existing construction in
     progress would be covered by the Warranty Program.

  c. If all eligible homes have not been sold and delivered
     within the one-year period after the April 1, 2009
     Effective Date, PWSC and the Debtors will negotiate an
     extension of the Warranty Program to include any remaining
     unsold eligible homes.

  d. Enrollment Fee.

        * Before the Effective Date, the terms of the Warranty
          Program require that the Debtors pay to PWSC a non-
          refundable initial payment for $4.5 million.

        * PWSC acknowledges that it currently holds a
          $2.5 million deposit previously paid by the Debtors to
          PWSC pursuant to the Original Program.  The Debtors
          and PWSC agree to apply the Deposit to the Initial
          Payment.  Before the Effective Date, the Debtors will
          pay the remaining $2 million of the Initial Payment to
          PWSC.

        * In addition to the required Initial Payment, the
          Debtors will pay to PWSC an enrollment fee for each
          home enrolled under the Warranty Program, consisting
          of $10.97 per $1,000 of the final sale price of each
          home plus any applicable surplus taxes and fees.

        * If the number of homes in Group 2 Home Category
          remaining to be enrolled is reduced to 300 homes, the
          Debtors will then prepay the enrollment fees
          applicable to the next 100 homes.  Those prepayments
          will continue thereafter for each lot of 100 of the
          remaining homes to be enrolled.  Prepayments will
          include estimated surplus taxes and fees.

        * After the Debtors' enrollment of the last of Group
          2 Home Category, the Debtors and PWSC will engage in a
          final accounting of all home enrollments under the
          Warranty Program.  If the final accounting sets an
          overpayment of enrollment fees and surplus taxes for
          those homes on which fees and taxes were prepaid to
          PWSC, any overpayment will be promptly remitted to the
          Debtors by PWSC.  If the prepaid fees are less than
          the actual aggregate final sales price and related
          surplus taxes for the enrolled homes, the Debtors will
          immediately remit the shortfall to PWSC.

  e. The Debtors remain responsible for all walk through and
     punch-list items.

Moreover, the Debtors estimate that the obligations under the New
Warranty Program are:

  -- $2 million in new cash, plus application of the remaining
      Deposit from the Original Program, for a lump sum cost of
      $4.5 million;

   -- 1.1% of the sales price will also be due for home sales
      that close after March 23, 2009, at an estimated cost of
      $3.5 million;

   -- For houses that were sold or closed between July 1, 2008
      and March 23, 2009, PWSC will be provided at an estimated
      cost of $3.4 million; and

   -- Warranty claims after April 15, 2009 will be covered by
      PWSC, while the Debtors will cover all open warranty
      claims up to April 15, 2009.

The Debtors believe that entry into the New Warranty Program is a
transaction within the ordinary course of their business that may
be undertaken without Court approval pursuant to Section 363(c)
of the Bankruptcy Code.  However, out of an abundance of caution,
the Debtors seek the Court's approval of the Program.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: District Court Affirms Final Cash Collateral Order
-------------------------------------------------------------
Judge Alan S. Gold of the U.S. District Court for the Southern
District of Florida affirmed a bankruptcy court ruling authorizing
TOUSA Inc. to use the cash collateral securing its obligations to
its prepetition lenders.

Judge Gold denied the appeals by TOUSA's lenders and affirmed the
Cash Collateral Final Order dated June 20, 2008.  The Appeals are
deemed dismissed.

Wells Fargo Bank, N.A., as successor administrative agent under a
Second Lien Credit Agreement, and Noteholders Aurelius Capital
Master, Ltd., Aurelius Capital Partners, LP, GSO Special
Situations Fund L.P., GSO Special Situations Overseas Master Fund
Ltd., GSO Credit Opportunities Fund (Helios), L.P., and Carlyle
Strategic Partners took separate appeals to the United States
District Court for the Southern District of Florida from Judge
John K. Olson's June 20, 2008, approval of a stipulated Final Cash
Collateral Order.

In September 2008, Judge Gold consolidated the Wells Fargo and the
Noteholder Appeals.  Judge Gold then instructed pleadings to be
filed under the Noteholder Appeal as the consolidated Appeal.

Upon review, Judge Gold opined that the Cash Collateral Order
reflected a compromise between the interests and concerns of the
Debtors, the First Lien Lenders, and the Official Committee of
Unsecured Creditors.  Each of the Debtors, the First Lien
Lenders, and the Committee agreed to the terms of the Order as a
whole.  In its Appeal, the Noteholders sought the reversal of the
Cash Collateral.  However, over the course of time, the
Noteholders sought only the excision of the "paydown provision"
from the Cash Collateral Order and the return of $175 million to
the Debtors for their continued business operations.  For its
part, Wells Fargo sought either the reversal of the Cash
Collateral Order or a modification of the Order to remove the
provision authorizing the use of cash collateral to fund
litigation against Wells Fargo.

Judge Gold held that the Appeals are non-justifiable for reasons
of standing and mootness.

Judge Gold said that in the absence of a successful avoidance
action, the Noteholders, as unsecured creditors, stands behind
the Prepetition Lenders in priority for the recovery of amounts
owed to them.  Thus, the Noteholders were in effect appealing the
payment for $175 million owed to the First Lien Lenders.  Even if
"paydown" at this stage is improper, the Noteholders suffer no
direct pecuniary injury as it is not entitled to any portion of
the $175 million, Judge Gold opined.  Similarly, Wells Fargo has
no standing to pursue its appeal because despite its limited
objection to the Debtors' use of cash collateral, it was deemed
to have consented to the Cash Collateral Order by the Bankruptcy
Court and thus cannot be considered an aggrieved party, the
District Court added.  Wells Fargo has bargained away its right
to object in connection with the use of the cash collateral
pursuant to an Intercreditor Agreement with the First Lien
Lenders, Judge Gold noted.

More importantly, Judge Gold said that permitting the
Noteholders' and Wells Fargo's request to excise portions of the
Cash Collateral Order would unravel the Cash Collateral Order,
which was reached by a consensus based on the inclusion of all of
its components.

Judge Gold also held that the Appeals are equitably moot.  He
averred that the Noteholders' and Wells Fargo's failure to obtain
a stay and the resulting substantial consummation of the Cash
Collateral Order weighs in favor of finding equitable mootness.

"Since the piecemeal modifications of the Cash Collateral Order
require a new cash collateral order at this stage of the Debtors'
bankruptcy cases, granting Wells Fargo's and the Noteholders'
requests pose a threat to the re-emergence of the Debtors as
revitalized entities," Judge Gold said.  "Placing the Debtors in
the position to renegotiate a new cash collateral order or engage
in a contested hearing to secure the use of cash for their
business operations will likely undermine the willingness of
business partners and customers to continue to conduct business
with the Debtors and undermine a successful reorganization."

Even if the Appeals are not equitably moot and Wells Fargo and
the Noteholders have standing, the Appeals must be dismissed for
lack of jurisdiction, Judge Gold contended.  With respect to the
Noteholder Appeal, Judge Gold concluded that the Cash Collateral
Order is a conditional order dependent on the outcome of the
ongoing avoidance litigation before there can be a final
adjudication of the rights by the competing rights to the
Paydown.  Similarly, the Cash Collateral Order is non-final as to
Wells Fargo's Appeal because an award of interim professional
fees is interlocutory in nature, he stated.  Judge Gold further
averred that the Appeals failed on their merits.

A full-text copy of Judge Gold's 44-page Dismissal Order is
available for free at:

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

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008.  (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Files Form 10-Q Report for Quarter Ended June 2008
-------------------------------------------------------------
TOUSA, Inc., filed its quarter report for the three months ended
June 30, 2008, on Form 10-Q with the U.S. Securities and
Exchange Commission on March 20, 2009.

Tommy L. McAden, executive vice president, director and chief
financial officer of TOUSA, disclosed that the Company's total
revenues decreased 48% to $297.5 million for the three months
ended June 30, 2008, from $576.7 million for the three months
ended June 30, 2007.  This decrease is primarily attributable
to a 48% decrease in homebuilding revenues.

For the three months ended June 30, 2008, the Company reported a
loss from continuing operations before reorganization items and
the benefit for income taxes of $360.2 million as compared to a
loss from continuing operations before benefit for income taxes
of $135.3 million for the three months ended June 30, 2007.
Results from continuing operations for the three months ended
June 30, 2008, include charges totaling $306.6 million related to
inventory impairments, abandonment costs, joint venture
impairments, goodwill impairments and the provision for
settlement of loss contingency.  During the three months ended
June 30, 2008, the Company recognized $18.2 million of
reorganization expenses related to its bankruptcy cases.  Results
from continuing operations for the three months ended June 30,
2008, include charges of $129.2 million related to inventory
impairments and abandonment costs joint venture impairments and
the provision for settlement of loss contingency.

Inventory impairments charges for the second quarter of 2008
totaled $175.5 million as compared to $41.4 million for the
second quarter of 2008.  These charges were recognized in
discontinued operations.

For the second quarter of 2008, the Company also recognized
$18.2 million of reorganization expenses related to its bankruptcy
proceedings.

Mr. McAden related that TOUSA's effective tax rate from
continuing operations was 0.2% for the second quarter of 2008.
The effective tax rate for the three months ended March 2008
was primarily impacted by a valuation allowance on the Company's
deferred tax asset, he noted.

TOUSA reported a loss from continuing operations, net of taxes,
of $379.1 million for the second quarter of 2008.  For the same
period in 2007, the Company only had a loss of $122.1 million
from continuing operations, net of taxes.

A full-text copy of TOUSA's 2008 2nd Quarter Report on Form 10-Q
is available at the SEC at http://ResearchArchives.com/t/s?3ad8

                  TOUSA, Inc., and Subsidiaries
                    Consolidated Balance Sheet
                        As of June 30, 2008

                               ASSETS

HOMEBUILDING:
Cash and cash equivalents:
   Unrestricted                                   $192,400,000
   Restricted                                      185,800,000
Inventory:
   Deposits                                         30,200,000
   Homesites and land under development            288,100,000
   Residences completed and under construction     337,900,000
   Inventory not owned                              10,300,000
                                                --------------
                                                   666,500,000
Property and equipment, net                         19,000,000
Investments in unconsolidated joint ventures         8,700,000
Receivables from unconsolidated joint ventures         100,000
Other assets                                        61,300,000
Goodwill                                                     -
Assets held for sale                                 2,900,000
                                                --------------
                                                 1,136,700,000

FINANCIAL SERVICES:
Cash and cash equivalents:
   Unrestricted                                     11,300,000
   Restricted                                        4,300,000
Mortgage loans held for sale                         6,100,000
Other assets                                         4,100,000
                                                --------------
                                                    25,800,000
                                                --------------
Total assets                                    $1,162,500,000
                                                ==============

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

HOMEBUILDING:
Accounts payable and other liabilities            $130,800,000
Customer deposits                                   21,800,000
Obligations for inventory not owned                          -
Notes payable                                                -
Bank borrowings                                              -
Liabilities associated with assets held for sale       200,000
                                                --------------
                                                   152,800,000

FINANCIAL SERVICES:
Accounts payable and other liabilities               4,700,000
Bank borrowings                                              -
                                                --------------
                                                     4,700,000
                                                --------------
Total liabilities                                2,301,300,000

Commitments and contingencies
Stockholders' equity (deficit):
   Preferred stock, at $0.01 par value               9,100,000
   Common stock, at $0.01 par value                    600,000
   Additional paid-in capital                      567,200,000
   Retained earnings (accumulated deficit)      (1,715,700,000)
                                                --------------
Total stockholders' equity (deficit)            (1,138,800,000)
                                                --------------
Total liabilities and stockholders' equity      $1,162,500,000
                                                ==============

                  TOUSA, Inc., and Subsidiaries
              Consolidated Statement of Operations
              For The Quarter Ended June 30, 2008

HOMEBUILDING:
Revenues:
  Home sales                                      $276,900,000
  Land sales                                        17,300,000
                                                --------------
                                                   294,200,000
Cost of sales:
  Home sales                                       260,800,000
  Land sales                                        12,100,000
  Inventory impairments and abandonment costs      304,700,000
  Other                                                      -
                                                --------------
                                                   577,600,000
                                                --------------
Gross profit (loss)                               (283,400,000)
                                                --------------

Selling, general and administrative expenses        55,600,000
Loss (income) from unconsolidated joint
ventures, net                                               -
Impairments (recovery) of investments in and
receivables from unconsolidated joint ventures and (9,300,000)
Provision for settlement of loss contingency                 -
Goodwill impairments                                11,200,000
Interest expense                                    16,700,000
Other income, net                                     (500,000)
                                                --------------
Homebuilding pretax income (loss)                 (357,100,000)

FINANCIAL SERVICES:
Revenues                                             3,300,000
Expenses                                             6,400,000
                                                --------------
Financial Services pretax income (loss)             (3,100,000)
                                                --------------

Income (loss) from continuing operations
   before income taxes                            (360,200,000)
Reorganization items                                18,200,000
Provision (benefit) for income taxes                   700,000
                                                --------------

Income (loss) from continuing operations,
   net of taxes                                   (379,100,000)
Discontinued operations:
   Loss from discontinued operations                  (600,000)
   Provision (benefit) for income taxes                      -
                                                --------------

Income (loss) from discontinued operations,
   net of taxes                                       (600,000)
                                                --------------
Net loss                                          (379,700,000)
                                                --------------
Dividends and accretion of discount on
  preferred stock                                    2,500,000
                                                --------------
Net income (loss) available to common
   stockholders                                  ($382,200,000)
                                                ==============

                  TOUSA, Inc., and Subsidiaries
              Consolidated Statement of Cash Flows
              For The Quarter Ended June 30, 2008

Cash flows from operating activities:
Net loss                                         ($665,000,000)
Loss from discontinued operations                    3,200,000
                                                --------------
Income (loss) from continuing operations          (661,800,000)

Adjustments to reconcile income (loss) from
continuing operations to net cash used in
operating activities, net of effects of
acquisitions and dispositions:
   Depreciation and amortization                     7,600,000
   Non-cash compensation expense                     1,700,000
   Non-cash interest expense                        25,400,000
   Reorganization items, net                        86,700,000
   Provision for settlement of loss contingency              -
   Inventory impairments and abandonment costs     477,000,000
   Goodwill impairments                             11,200,000
   Write-down of receivables                         5,700,000
   Deferred income taxes                                     -
   Income from unconsolidated joint ventures          (300,000)
   Distributions of earnings from unconsolidated
      joint ventures                                   200,000
   Impairment of investments in/receivables from
      unconsolidated joint ventures and related     (8,800,000)

Changes in operating assets and liabilities, net
   of effects of acquisitions and dispositions:
   Restricted cash                                (179,400,000)
   Inventory                                       113,100,000
   Receivables from unconsolidated joint ventures   (3,700,000)
   Other assets                                    222,800,000
   Mortgage loans held for sale                      8,900,000
   Accounts payable and other liabilities           15,000,000
   Customer deposits                               (12,100,000)
                                                --------------
Net cash used in operating activities              109,200,000

Cash flows from investing activities:
Net additions to property and equipment               (400,000)
Investments in unconsolidated joint ventures        (1,600,000)
Capital distributions from unconsolidated
   joint ventures                                            -
                                                --------------
Net cash used in investing activities               (2,000,000)

Cash flows from financing activities:
Net borrowings from revolving credit facilities     31,500,000
Net repayments of Financial Services
   bank borrowings                                  (7,800,000)
Payments for deferred financing costs               (2,900,000)
                                                --------------
Net cash provided by financing activities           20,800,000
                                                --------------

Net cash provided by (used in)
   continuing operations                           128,000,000

Cash flows from discontinued operations:
   Net cash used in discontinued operations           (800,000)
                                                --------------
Net cash provided by discontinued operations          (800,000)
                                                --------------

Increase (decrease) in cash and cash equivalents   127,200,000
                                                --------------
Cash and cash equivalents at beginning of year      76,500,000
                                                --------------
Cash and cash equivalents at end of year          $203,700,000
                                                ==============

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC, dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOWN CENTRE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Town Centre of Lago Vista, LP
        dba Town Centre of Lago Vista
        10516 FM 1431 East
        Marble Falls, TX 78654

Bankruptcy Case No.: 09-10881

Chapter 11 Petition Date: April 6, 2009

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Frank B. Lyon, Esq.
                  frank@franklyon.com
                  Frank B. Lyon, Attorney at Law
                  6836 Austin Center Blvd., Suite 150
                  Austin, TX 78731
                  Tel: (512) 345-8964
                  Fax: (512) 345-4393

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Regions Bank                                     8,408,745
5005 Riverway, Suite 110
Houston, TX 77056

D.H. Pruett & Co.                                $212,390
PO Box 15
Cedar Park, TX 78630

Travis County Tax Assessor     property taxes    $76,370
5501 Airport Blvd.
Austin, TX 78751-1410

Tribble & Associates of                          $75,482
Austin, LLC

Cotham Construction                              $24,054
Services

F.L. Crane & Sons                                $22,277

Jim Connelly Masonry, Inc.                       $5,660

Johnson Mechanical Services                      $6,505

Burleson Contracting, Inc.                       $5,285

Minyard Services                                 $4,890

Anchor Ventana Glass Co.                         $4,600

Premier Electrical                               $4,600
Contracting

Pedernales Elec. Cooperative                     $2,481
Inc.

Otis Elevator                                    $1,350

IESI - Austin                                    $1,255

Cothran's Safe & Lock                            $743

AT&T                                             $604

Viking Fence Co., Ltd.                           $550

Estrella Trucking                                $487

Vanguard fire Systems, LP                        $364

The petition was signed by Debra Fryar, director of operations.


TUSCANY PRESERVE: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Tampa Bay Business Journal reports that Tuscany Preserve
Development, Inc., has filed for Chapter 11 bankruptcy protection
in the U.S. Bankruptcy Court for the Middle District of Florida.

According to Business Journal, Tuscany Preserve has filed an
emergency motion asking the Court to return its property, which is
being held by Michael E. Moecker.  Court documents say that
Tuscany Preserve assigned its assets to Mr. Moecker in November
2008 to be liquidated for its creditors.  Business Journal relates
that on March 17, 2009, a Polk circuit court judge denied Mr.
Moecker's motion to operate the business.  Business Journal states
that Tuscany Preserve then failed to complete homes under
contract.  According to court documents, Mr. Moecker had no
authority to complete the homes or any closings on the homes, to
the detriment of the Debtor's estate and its creditors.

Kissimmee, Florida-based Tuscany Preserve Development Inc. is a
developer that primarily builds single-family houses and town
homes in Polk County.  The Company is owned by Amnon Golan, J.
Steven and Joann Davenport, and Richard and Karen Davenport.

Tuscany Preserve filed for Chapter 11 bankruptcy protection on
April 3, 2009 (Bankr. M.D. Fla. Case No. 09- 06591).  Steven J.
Solomon, Esq., at Adorno & Yoss LLP assists the Company in its
restructuring effort.  As of November 30, 2008, the Company listed
$44,064,958 in assets and $48,881,497 in debts.


TVI CORPORATION: Seeks Duane Morris as Counsel
----------------------------------------------
TVI Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Maryland for permission to
employ Duane Morris LLP as their counsel.

The firm will:

   1) provide legal advice to the Debtors with respect to their
      rights, powers and duties as debtor-in-possession in the
      continued operation of their business and management of
      their properties;

   2) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtor, the negotiation of disputes in which
      the Debtors are involved, and the preparation of objections
      to claims filed against the Debtors' estate;

   3) prepare and pursue confirmation of the Debtors' plan(s),
      approval of the Debtors' plan(s) and approval of the
      Debtors' disclosure statement(s);

   4) prepare necessary applications, motions, answers, order,
      reports and other legal papers on behalf of the Debtor;

   5) appear in the Court and to protect the interest of the
      Debtors before the Court; and

   6) perform all other legal services for the Debtors which may
      be necessary and proper in this proceeding;

The firm's compensation rates are:

      Designation                    Hourly Rate
      -----------                    -----------
      Partners                       $495-$640
      Associates                     $305-$325
      Paralegals                     $195-$250
      Legal Assistants               $150

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

The Debtors also ask the Court for authority to employ Buccino &
Associates Inc. as their financial advisor and consultant.

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.


VCA ANTECH: Moody's Upgrades Corporate Family Rating to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service upgraded VCA's Corporate Family Rating
and secured credit facility rating to Ba2 from Ba3.  The rating
outlook was changed to stable from positive.

The upgrade reflects VCA's solid financial performance during a
challenging economic environment in 2008, strong financial
strength metrics for the rating category, leading market positions
in the animal hospital and laboratory segments and a track record
of earnings and profit growth in a relatively stable service
sector.

"The stable rating outlook anticipates that credit metrics will
remain strong for the rating category during 2009 despite a weak
outlook for discretionary consumer spending," stated Lenny
Ajzenman, Senior Credit Officer.

Moody's took these rating actions:

  -- Upgraded Corporate Family Rating to Ba2 from Ba3

  -- Upgraded Probability of Default Rating to Ba3 from B1

  -- Upgraded the $75 million Senior Secured Revolver due May
     2010, to Ba2 LGD 2 (29%) from Ba3 LGD 2 (29%)

  -- Upgraded the $522 million Senior Secured Term Loan due May
     2011, to Ba2 LGD 2 (29%) from Ba3 LGD 2 (29%)

The last rating action on VCA was on April 9, 2008 at which time
Moody's affirmed the Ba3 CFR and changed the outlook to positive
from stable.

VCA is a leading animal healthcare company operating 471 animal
hospitals and 44 laboratories in the United States and Canada.
The company provides veterinary services and diagnostic testing to
support veterinary care and sells diagnostic imaging equipment and
other medical technology products and related services to the
veterinary market.


VIRGINIA RETIREMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Virginia Retirement Services of Chesterfield, L.L.C.
        dba Magnolias of Chesterfield
        203 Gold Leaf Terrace
        Dawsonville, GA 30534

Bankruptcy Case No.: 09-31938

Chapter 11 Petition Date: March 27, 2009

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

Judge: Kevin R. Huennekens

Debtor's Counsel: Roy M. Terry, Jr. , Esq.
                  DurretteBradshaw, PLC
                  600 E. Main St., 20th Fl.
                  Richmond, VA 23219
                  Tel: (804) 775-6948
                  Email: rterry@durrettebradshaw.com

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

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

The petition was signed by Ben S. Read, Jr., manager of the
Company.

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

             http://bankrupt.com/misc/vaeb09-31938.pdf


VISION FOR SOULS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Vision For Souls Outreach Center Church, Inc.
        P.O. Box 852
        Mabelton, GA 30126
        dba Vision For Souls Family Worship Center
        Tel: (770) 739-2816
        Fax: (770) 819-7685
        E-mail: visionforsouls@aol.com

Bankruptcy Case No.: 09-67626

Chapter 11 Petition Date: March 25, 2009

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

Company Description: The debtor is a church.
                     See http://visionforsouls.com/

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Email: pmarr@mindspring.com

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

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

The petition was signed by Keith Young, Sr., CEO of the company.

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

             http://bankrupt.com/misc/ganb09-67626.pdf


WILDFLOWER TDS: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wildflower TDS, LP
        1940 Fountainview Dr. #187
        Houston, TX 77057
        Tel: (361) 579-6700

Bankruptcy Case No.: 09-60042

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Circle TDS, LP                                     09-60043

Chapter 11 Petition Date: April 6, 2009

Court: Southern District of Texas (Victoria)

Judge: Wesley W. Steen

Debtor's Counsel: Jerome A. Brown, Esq.
                  jerome@txbizlaw.com
                  Brown & Associates
                  P.O. Box 1667
                  Victoria, TX 77902
                  Tel: (361) 579-6700

Estimated Assets: $500,000 to $1 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Madison Realty Capital LP      note              $14,000,000
261 Madison Avenue, 18th flr.
New York, NY 10016

City of Victoria               services          $7,375
PO Box 1279
Victoria, TX 77902

Jose Garcia                    services          $545
2201 A. Wayside Drive
Victoria, TX 77901

CPL                            services          $338

Waste Management               services          $329

Victoria Apartments Assn.      services          $322

Reliant Energy                 services          $159

The petition was signed by Tracy Suttles, president.


WYNNE RESIDENTIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Wynne Residential Asset Management, LLC
        2214 Westwood Avenue
        Richmond, VA 23230

Bankruptcy Case No.: 09-50401

Chapter 11 Petition Date: March 27, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Jimmy R. Summerlin, Jr., Esq.
                  Young, Morphis, Bach & Taylor, L.L.P.
                  P.O. Drawer 2428
                  400 Second Ave., NW
                  Hickory, NC 28603
                  Tel: (828) 322-4663
                  Fax: (828) 322-2023
                  Email: jimmys@hickorylaw.com

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

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

The petition was signed by J. Michael Henderson, manager of the
Company.

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

             http://bankrupt.com/misc/ncwb09-50401.pdf


ZOUNDS INC: Blames Bankruptcy on Investors & High Mall Rents
------------------------------------------------------------
Angelique Soenarie at The Arizona Republic reports that Zounds,
Inc., founder Sam Thomasson has blamed the Company's bankruptcy on
investor skittishness, high mall rents, and a decline in "mall
traffic."

Zounds, says The Arizona Republic, filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the District of
Arizona.

Citing Mr. Thomasson, The Arizona Republic relates that Zounds
will still honor warranties on purchased hearing devices.

According to The Arizona Republic, Zounds opened its 17th store in
Portland, Oregon, last year and planned to open 30 more stores.
Mr. Thomasson said that investors pulled back on funding when the
credit market tightened, The Arizona Republic states.  The report
quoted Mr. Thomasson as saying, "We grew dramatically, but as the
economy turned, we began to see that with our new stores they
didn't have chance to mature.  It was bad timing."

Mr. Thomasson, The Arizona Republic relates, said that he won't
close his three Valley stores but will move stores at malls in
other states into smaller spaces.  According to the report, Mr.
Thomasson said that Zounds will focus on its core markets, which
include Arizona, Florida, and Pittsburgh.  "Our intent over the
next 18 months is to open stores in strip centers or medical
offices.  We're looking at locations closer to our customer base
and who would like to have as stores within 10 to 15 miles," the
report quoted Mr. Thomasson as saying.

The Arizona Republic reports that Zounds closed 12 stores in
Michigan, Delaware, Texas, Washington, and Pittsburgh.  Mr.
Thomasson, says The Arizona Republic, will keep a few stores open
in Texas, Washington, and Pittsburgh.

Mr. Thomasson has reduced his 200-member workforce to 105, The
Arizona Republic states.

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.


ZOUNDS INC: Wants to Hire Squire Sanders as Bankruptcy Counsel
--------------------------------------------------------------
Zounds, Inc., asks the U.S. Bankruptcy Court for the District of
Arizona for authority to employ Squire, Sanders & Dempsey L.L.P.
as counsel.

Squire Sanders will:

   a) advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued management and
      operation of its business and property;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of this Chapter 11 case, including
      all of the legal and administrative requirements of
      operating in Chapter 11;

   c) assist the Debtor with the preparation of its schedules of
      assets and liabilities and statements of financial affairs;

   d) advise the Debtor in connection with any contemplated sales
      of assets or business combinations, including the
      negotiation of asset, stock, purchase, merger or joint
      venture agreements, formulate and implement appropriate
      procedures with respect to the closing of any transaction
      and counsel the Debtor in connection with the transactions;

   e) advise the Debtor in connection with any postpetition
      financing and cash collateral arrangements and negotiate
      and draft documents relating thereto, provide advice and
      counsel with respect to prepetition financing arrangement,
      and negotiate and draft documents relating thereto;

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

   g) advise the Debtor with respect to legal issues arising in
      or relating to the Debtor's ordinary course of business
      including attendance at senior management meetings,
      meetings with the Debtor's financial and turnaround
      advisors and meetings of the board of directors;

   h) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on
      its behalf, the defense of any actions commenced against
      them, negotiate concerning all litigation in which the
      Debtor is involved and object to claims filed against the
      Debtor's estate;

   i) prepare on Debtor's behalf, all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

   j) negotiate and prepare, on the Debtor's behalf, a Plan of
      Reorganization, disclosure statement and all related
      agreements and documents and taking any necessary action on
      behalf of the Debtor to obtain confirmation  of the Plan;

   k) attend meetings with third parties and participate in
      negotiations with respect to these matters;

   l) appear before the Court, any appellate courts and the U.S.
      Trustee and protect the interests of the Debtor's estate
      before the Courts and the U.S. Trustee; and

   m) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtor in connection
      with this Chapter 11 case.

Jordan A. Kroop, a partner at Squire Sanders, tells the Court that
the hourly rates of professionals working on this case are:

     New Associates                    $155
     Senior Partners                   $955
     New Project Assistants            $100
     Senior Paralegals                 $325
     Non-Attorney Personnel         $100 - $325

Mr. Kroop also relate that on March 5, 2009, Squire Sanders
received a $50,000 retainer for professional services, charges and
disbursements.  On March 25, the Debtor prepaid $20,000 for
additional services Squire Sanders would render up to the petition
date.  As of the petition date, Squire Sanders was compensated for
all known fees and reimbursed for all known expenses incurred
before the petition date.

Mr. Kroop assures the Court that Squire Sanders is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Court.

Mr. Kroop can be reached at:

     Squire, Sanders & Dempsey L.L.P.
     Two Renaissance Square
     40 North Central Avenue, Suite 2700
     Phoenix, AZ 85004
     Tel: +1-602-528-4000
     Fax: +1-602-253-8129

                        About Zounds, Inc.

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.


* Patton Boggs Hires Three New Partners
---------------------------------------
Patton Boggs LLP has hired Michael P. Richman, Mark A. Salzberg,
and Erika L. Morabito as partners.

Patton Boggs hired one of the nation's premier bankruptcy legal
teams, bolstering the firm's ability to help clients restructure
their businesses in a climate of economic uncertainty.

Mr. Richman will lead the firm's national bankruptcy practice,
which includes practitioners in the firm's New York City,
Washington, D.C., Dallas and Northern Virginia offices.

The team will advise clients on virtually every aspect of
financial distress and bankruptcy, including out-of-court
restructurings and the prosecution and defense of creditors'
rights litigation, including preference and fraudulent conveyance
cases.

Mr. Richman will be resident in the firm's New York City office,
which has experienced significant growth over the last year.  Mr.
Salzberg and Ms. Morabito will practice from the firm's Washington
office.

"This is a real coup for the firm," said Stuart M. Pape, managing
partner at the firm.  "This extremely talented and respected legal
team will deepen our well of expertise in the areas of bankruptcy
and restructuring and provide a huge asset to companies weathered
by these financial times."

Mr. Richman, past director, president and board chairman of the
American Bankruptcy Institute, will lead the team in their
representation of Chapter 11 debtors and creditors' committees.
The team provides a wealth of experience having represented
clients before state and federal courts in over 20 states and
territories.

The bankruptcy team will also provide expertise representing
secured and unsecured creditors, landlords, purchasers of assets
under Bankruptcy Code section 363, franchisors, intellectual
property owners and other parties in interest.

"This is an extraordinary opportunity to provide distressed
companies with the full array of strategic options to escape the
financial storm," Mr. Richman said.  "No one knows Washington the
way Patton Boggs does.  That expertise blended with our extensive
knowledge about bankruptcy options, will be a potent mix for
clients."

Before joining the firm, Mr. Richman was the chairman of the
Bankruptcy & Business Reorganization practice at Foley & Lardner
LLP.  Mr. Salzberg and Ms. Morabito were partners in that practice
as well.

Mr. Richman graduated from Vassar College in 1975 and earned his
law degree from Columbia University Law School in 1979.  At
Columbia, he was selected as a Harlan Fiske Stone Scholar and
awarded the David M. Berger Memorial Award.

Mr. Salzberg graduated from Swarthmore College in 1987 and earned
his law degree from the University of Virginia School of Law in
1992.

Ms. Morabito graduated from Oswego State University in 1995 and
earned her law degree from Syracuse University College of Law in
1999.

When Mr. Richman is not in the courtroom he is performing with the
Indubitable Equivalents, a classic rock band whose members are all
bankruptcy professionals, including the Chief United States
Bankruptcy Judge for the Eastern District of Michigan.

Based in Washington, D.C., Patton Boggs LLP --
http://www.pattonboggs.com-- is a leader in public policy,
litigation, and business law, and is well known for its deep
bipartisan roots in the U.S. political arena.  The firm's core
practice areas are Public Policy and Regulatory, Litigation,
Business, and Intellectual Property.  With offices in New York,
New Jersey, Dallas, Denver, Anchorage, Northern Virginia and
internationally in Doha, Qatar and Abu Dhabi, United Arab
Emirates, more than 600 lawyers and professionals provide
comprehensive, practical, and cost-effective legal counsel to
clients around the globe.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 1-4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/



The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: March 16, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug,
and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***