TCR_Public/090409.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 9, 2009, Vol. 13, No. 98

                            Headlines


450 S BURLINGTON: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Unit Gets Sept 1 Extension of Receivables Pact
AFFINITY GROUP: S&P Downgrades Corporate Credit Rating to 'CCC'
AFFINITY GROUP HOLDING: S&P Cuts Corporate Credit Rating to 'CCC'
ALCOA INC: Posts $480 Million Net Loss in First Quarter of 2009

ANTONIO DOMENECH: Voluntary Chapter 11 Case Summary
ATF FITNESS: Voluntary Chapter 11 Case Summary
ATHILON CAPITAL: S&P Junks Rating on Junior Subordinated Notes
ATLANTIC EXPRESS: Moody's Cuts Corporate Family Rating to 'Caa3'
ATRIUM COS: S&P Junks Corporate Credit Rating From 'B-'

AVENTINE RENEWABLE: Files Ch 11; Bondholders Pledge $30M Loan
AVENTINE RENEWABLE: Case Summary & 30 Largest Unsecured Creditors
B-SQUARED INC: Voluntary Chapter 11 Case Summary
BCBG MAX: S&P Downgrades Corporate Credit Rating to 'SD'
CANWEST GLOBAL: Faces April 14 Deadline for Deal with Lenders

BERNARD L. MADOFF: Trustee to Recover Money from Transferees
BERNARD L. MADOFF: SEC to Block Bid to Force Personal Bankruptcy
BERNARD L. MADOFF: Trustee to Sell Firm's NY Mets Tickets
BERNARD L. MADOFF: Trustee Wants Bermuda Attys. to Track Assets
BERNARD L. MADOFF: Court OKs Protocol to Sell Market-Making Biz

CAPMARK FINANCIAL: Moody's Downgrades Senior Ratings to 'B2'
CENTRO NP: Fitch Upgrades Ratings on $350 Mil. Facility to 'B+'
CET RACING: Voluntary Chapter 11 Case Summary
CHEM RX: Violates Three Loan Covenants, Payments Current
CHIC LLC: Voluntary Chapter 11 Case Summary

CHRYSLER LLC: Secures Gov't Aid to Stabilize Payments to Suppliers
CHRYSLER LLC: Won't Can't Avail of Fuel Efficiency Loan Program
CHRYSLER LLC: Revamped Jeep Grand Cherokee Unveiled
CINRAM INTERNATIONAL: S&P Downgrades Corp. Credit Rating to 'SD'
CMP SUSQUEHANNA: Moody's Changes Default Rating to 'Caa3/LD'

CONSUMER PORTFOLIO: Moody's Takes Rating Actions on Auto Loans
COVENTRY CREEK: Files for Chapter 11 Bankruptcy Protection
DARRELL SEDIG: Voluntary Chapter 11 Case Summary
DCNC NORTH CAROLINA: Wachovia Seeks to Dismiss Bankruptcy Case
DEUCE MCALLISTER: Nissan Starts Removing Vehicles From Dealership

DRUG FAIR: To Test Walgreen's $54MM Offer at April 24 Auction
DUANE KRIESEL: Voluntary Chapter 11 Case Summary
ENERGY PARTNERS: No Funds to Pay $38 Million Due April 14
EPIX PHARMACEUTICALS: Gets Restructuring Support From Noteholders
EPIX PHARMACEUTICALS: Sells Product Rights to Lantheus for $28MM

EPIX PHARMACEUTICALS: Terminates Collaboration Pact With Bayer
FAIRCHILD CORP: Delays Hearings on Financing, Sale Procedures
FORD MOTOR: Moody's Raises Long-Term Rating to 'Caa1'
FORD MOTOR: Offers Loans to Partsmakers; Not Eyeing Chrysler
FRENCH QUARTER PLAZA: Voluntary Chapter 11 Case Summary

FRIDAY HARBOR: Voluntary Chapter 11 Case Summary
FUELMAKER CORP: Enters Into Receivership, Will Liquidate
GENERAL GROWTH: Issues Response to 50% Jump in Shares Monday
GENERAL GROWTH: To Hold 2009 Shareholders' Meeting on May 13
GENERAL MOTORS: Creditors to Decide on Saab Fate on Monday

GENERAL MOTORS: Workers Worry on Spring Hill Plant's Closure
GENERAL MOTORS: Secures Government Aid to Bolster Suppliers
GENERAL MOTORS: Can't Avail of Fuel Efficiency Loan Program
GMAC LLC: Will Acquire ResCap Units Interests & Share Capital
GMAC LLC: ResCap Additional Support Won't Move S&P's 'CCC' Rating

GOOSE MARSH: Wachovia Bank Seeks to Dismiss Bankruptcy Case
HERTZ CORPORATION: Debt Repurchase Won't Move Fitch's 'BB' Rating
HIGHWAY 65: Voluntary Chapter 11 Case Summary
HOLLIE L. DAVIS: Voluntary Chapter 11 Case Summary
HOME BISTRO: Voluntary Chapter 11 Case Summary

HOVNANIAN ENTERPRISES: Moody's Affirms 'Caa1' Corp. Family Rating
HUNTINGTON BANCSHARES: Moody's Cuts Preferred Ratings on to 'Ba2'
INSTANT METALS: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY: Junk Bond Insurer Syncora to Pay $138 Million
JOHN CHITLA: Voluntary Chapter 11 Case Summary

JOHN KEMPER: Voluntary Chapter 11 Case Summary
JOSEPH GREENLEE III: Voluntary Chapter 11 Case Summary
KASTERA SNAKE: Voluntary Chapter 11 Case Summary
LANDAMERICA FINANCIAL: Southland Unit's Chapter 11 Case Summary
LEARNING CARE: S&P Puts 'B' Corp. Rating on Negative CreditWatch

LEVEL 3: Moody's Assigns 'B1' Rating on $220 Mil. Senior Loan
LESLIE MOUNTAIN: Voluntary Chapter 11 Case Summary
LIZ CLAIBORNE: Moody's Cuts Corporate Family Rating to 'Ba3'
LSK INC.: Voluntary Chapter 11 Case Summary
LYDIA BERNABE: Voluntary Chapter 11 Case Summary

LYONDELL CHEMICAL: Asks Court to Set June 15 as Claims Bar Date
LYONDELL CHEMICAL: Court Permits Panel to Conduct Probe on Merger
LYONDELL CHEMICAL: Equistar Files Schedules and Statement
LYONDELL CHEMICAL: Files Schedules of Assets and Debts
LYONDELL CHEMICAL: Taps Porzio Bromberg as Special Counsel

MAGNA ENTERTAINMENT: Appoints Greg Rayburn as Interim CEO
MALL AT THE SOURCE: Defaults on $124 Million Payment
MARIE TAVERNIER: Voluntary Chapter 11 Case Summary
MARK DAVIS: Voluntary Chapter 11 Case Summary
MERISANT WORLDWIDE: Wins Approval of Employee Incentive Plan

MERVYN'S LLC: Creditors Want $30M Sun Capital Loan Taken as Equity
MGM MIRAGE: In Talks With Colony on Possible $750 Million Loan
MICHAEL GBADEBO: Voluntary Chapter 11 Case Summary
MICHAEL VICK: Can't Stay in Virginia to Work on New Bankr. Plan
MIDDLETOWN ESTATE: Voluntary Chapter 11 Case Summary

MW SEWALL: Can Access TD Bank Cash Collateral Until April 17
MW SEWALL: Gets Court OK for Marcus Clegg as Bankruptcy Counsel
MW SEWALL: Schedules & Statements Filing Extended Until April 27
NALCO FINANCE: Moody's Upgrades Corporate Family Rating to 'Ba3'
NARANG ACQUISITION: Section 341(a) Meeting Slated for April 30

NAVISTAR INTERNATIONAL: Joint Venture Won't Move S&P's BB- Rating
NIDIA GAONA: Voluntary Chapter 11 Case Summary
NORTH GULLEY: Voluntary Chapter 11 Case Summary
NOVA HOLDING: Sec. 341(a) Meeting of Creditors Slated for April 30
OLYMPIC STEEL: Cuts 21% of Workforce, Reduces Base Pay

OSI RESTAURANT: Moody's Raises Default Rating to 'Caa1/LD'
PLATINUM MOTORS: U.S. Trustee Sets Creditors Meeting for May 7
PLAYER WIRE: Voluntary Chapter 11 Case Summary
POLAROID CORP: Liquidators Win in New Auction for Assets
POWERMATE CORP: Creditors Barred from Competing Plan Until July 10

PQ CORPORATION: Moody's Cuts Corporate Family Rating to 'B3'
PRIMUS FINANCIAL: S&P Affirms 'BB+' Rating on Preferred Shares
PRIMUS TELECOM: Disclosure Statement Hearing Set for April 27
PRIMUS TELECOM: Sec. 341(a) Meeting Set for April 24
PUMA CAPITAL: S&P Withdraws 'B' Rating on Class G Notes

QUEBECOR WORLD: Agrees to Bankruptcy Exit Strategy with Creditors
QWEST COMMUNICATIONS: S&P Affirms Corporate Credit Rating at 'BB'
QWEST COMMUNICATIONS: S&P Cuts Rating on $850 Mil. Credit to 'BB'
QWEST CORPORATION: Fitch Retains 'BB' Issuer Default Rating
QWEST CORPORATION: Moody's Assigns 'Ba1' Rating on $300MM Notes

RAZAAK ADEWALE: Voluntary Chapter 11 Case Summary
RBS GLOBAL: Commences Another "Distressed" Offer for Unsec. Notes
REDMAN-HIRAHARA: Voluntary Chapter 11 Case Summary
RENT-A-CENTER INC: Note Redemption Won't Affect S&P's 'BB' Rating
RESIDENTIAL CAPITAL: Additional Aid Won't Affect S&P's CCC Rating

RESIDENTIAL CAPITAL: Will Sell Interests in RFS Unit to GMAC
RIVERFRONT PROPERTIES: Voluntary Chapter 11 Case Summary
RIVIERA HOLDINGS: Misses Interest Payments, Defaults on Facility
ROLLY'S LLC: Voluntary Chapter 11 Case Summary
ROUGE INDUSTRIES: Wants Plan Filing Period Extended to May 29

SEAGATE TECHNOLOGY: Fitch Cuts Issuer Default Rating to 'BB'
SEAGATE TECHNOLOGY: S&P Affirms 'BB-' Corporate Credit Rating
SEMGROUP ENERGY: Completes Settlement with SemGroup LP
SEMGROUP ENERGY: Lenders Waive All Existing Covenant Defaults
SEMGROUP LP: Completes Settlement with SemGroup Energy

SEMGROUP LP: To Sell Residual Fuels Business to Genesis
SEMGROUP LP: Wants to Stop Catsimatidis from Pursuing Suit
SENSIENT TECHNOLOGIES: Moody's Withdraws Ba1 Corp. Family Rating
SHANE FLORA: Voluntary Chapter 11 Case Summary
SHOT SPIRITS: Escapes Bankruptcy, Posts Strong Financials

SILICON GRAPHICS: Holders Must Disclose to Court Plan for Shares
SMITTY'S BUILDING: Files Chapter 11 Plan and Disclosure Statement
SOLSTICE LLC: To Sell Aspen and N.Y. Properties Without Auction
SOUTHLAND TITLE: Voluntary Chapter 11 Case Summary
SPANSION INC: Samsung to Pay $70MM as Settlement of Patent Suit

SPANSION INC: Settles Patent Lawsuits With Samsung Electronics
STANDARD STEEL: Pact Amendments Won't Affect Moody's 'B3' Rating
STANDARD STEEL: S&P Affirms Corporate Credit Rating at 'B-'
STANFORD GROUP: London Judge Orders Freeze on Assets
STANFORD GROUP: Former Clients Warned Against Scammers

STAR TRIBUNE: Staff Launches Web Site to Save Paper
STEVE & BARRY'S: Says Bay Harbour and York Liable for Debt
SUN MICROSYSTEMS: IBM Talks Fail, CEO Pressured for Alternative
T.A. BRINKOETTER: Voluntary Chapter 11 Case Summary
TARRAGON CORP: Wants Exclusive Period Extended Until August 10

THORNBURG MORTGAGE: Bankruptcy May Wipe Out Matlin Investment
TIMES SQUARE: Voluntary Chapter 11 Case Summary
TLC VISION: Limited Waiver Won't Affect S&P's 'CCC' Rating
TLC VISION: Poor Fin'l Performance Cues Moody's Junk Rating
TRI STAR DODGE-CHRYSLER: Voluntary Chapter 11 Case Summary

TRONOX INC: Court Extends Removal Period for Anadarko, Kerr-McGee
TRONOX INC: Credit Suisse Supports Bid to Dissolve Equity Panel
TRONOX INC: Tronox LLC Unit Files Schedules and Statement
TRONOX INC: Savannah Files Schedules and Statement
TUMBLEWEED INC: Gets Interim Approval to Access Cash Collateral

TVI CORPORATION: Bankruptcy Filing Cues NASDAQ Delisting
TVI CORPORATION: Delays 2008 Annual Report Due to Bankruptcy
UAL CORPORATION: Airlines Unit Opens CBA Talks With Machinists
WASILIK KLIMENKO: Voluntary Chapter 11 Case Summary
WAYMAKERS LLLP: Voluntary Chapter 11 Case Summary

WILLOWBROOK-HINSDALE: Gets Interim OK to Access Cash Collateral
YELLOWSTONE CLUB: Plan Confirmation Hearing Set for May 18
YELLOWSTONE CLUB: Attracts Donald Trump, Other Bidders

* Congressional Panel Suggests Liquidating Banks & Firing Managers
* Downturn Pushes More Americans to Bankruptcy Court, Says NYT
* FDIC Faulted for Four Bank Failures in 2008

* Fraudulently Transferred Home Eligible for Homestead Treatment
* High Yield Default Rate Could Reach 53% in 5 Years
* Moody's Says Default Rate on Junk-Rated Debt Hiked Fourfold

* Ontario Won't Give Direct Aid to Automakers
* Real Estate Industry Seeks Bailout Funds From Federal Reserve
* U.S. Treasury Will Grant Bailout Funds to Life Insurance Firms

* Scott Cousins Returns to Greenberg Traurig's Wilmington Office
* Weil Gotshal May Earn $230MM in Legal Fees in GM Bankruptcy

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


                            *********


450 S BURLINGTON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 450 S Burlington Partners, LLC
        2719 Wilshire Blvd., Suite 250
        Santa Monica, CA 90403

Bankruptcy Case No.: 09-15319

Type of Business: The Company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: March 10, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Steven M Spector, Esq.
                  Buchalter Nemer, APC
                  1000 Wilshire Bl Ste 1500
                  Los Angeles, CA 90017
                  Tel: (213) 891-0700
                  Fax: (213) 896-0400
                  Email: sspector@buchalter.com

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

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

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

            http://bankrupt.com/misc/cacb09-15319.pdf

The petition was signed by Brett H. Daniels, managing member of
the Company.


ABITIBIBOWATER INC: Unit Gets Sept 1 Extension of Receivables Pact
------------------------------------------------------------------
Abitibi-Consolidated Inc., a subsidiary of AbitibiBowater Inc.,
certain of Abitibi's affiliates, Citibank N.A., Eureka
Securitisation, plc, and Citibank N.A., London Branch, entered
into a waiver and amendment, effective April 2, 2009, to Abitibi's
Amended and Restated Receivables Purchase Agreement dated as of
January 31, 2008, as previously amended.

Prior to entering into the Waiver and Amendment, Abitibi notified
the Agent that:

   (i) the delinquency ratios for the months of November through
       February exceeded the maximum percentage permitted,

  (ii) the financial statements of AbitibiBowater and Abitibi-
       Consolidated U.S. Funding Corp., an affiliate of Abitibi,
       that are required to be delivered to the Agent under the
       RPA would not be timely delivered, and

(iii) Abitibi did not pay all sales taxes owing in connection
       with certain receivables as required by the RPA on
       March 31, 2009, each of which constituted an event of
       termination under the terms of the RPA.

The Agent was also notified that Abitibi and certain of its
affiliates were proposing to enter into an arrangement pursuant to
Section 192 of the Canada Business Corporations Act - the
Recapitalization Plan -- as filed with the Commercial Division of
the Superior Court of Quebec in Montreal, and that in connection
with the Recapitalization Plan, an interim order was entered on
March 13, 2009, by the Court which provides a stay of proceedings
of certain obligations of Abitibi and certain of its affiliates.
The non-payment of principal and interest on certain debt
obligations of Abitibi as a result of the stay of proceedings had
also resulted in an event of termination under the RPA.

The parties (a) agreed to waive the events of termination under
the RPA and (b) acknowledged that the filing of the
Recapitalization Plan and the entry of the Interim Order do not
constitute events of termination.

The Waiver and Amendment also amended the RPA to, among other
things:

   (i) extend the termination date of the facility to
       September 1, 2009;

  (ii) lower the cross default threshold such that failure to pay
       when due any principal of or premium or interest on any
       debt with greater than US$25 million principal amount
       outstanding will trigger a cross default under the RPA;

(iii) increase the delinquency ratio for each calendar month to:

       (w) 8.00% for March 2009 and April 2009,
       (x) 7.25% for May 2009,
       (y) 6.50% for June 2009 and July 2009, and
       (z) 4.00% for each calendar month thereafter; and

  (iv) add a new event of termination that requires the ratio,
       which will be computed by dividing (y) the outstanding
       capital by (z) the aggregate outstanding balance of all
       pool receivables, be greater than 45%.

The maximum commitment available under the RPA remains
US$210 million.

Under the terms of the Waiver and Amendment, these will result in
an immediate event of termination:

   (i) failure to deliver the financial statements of
       AbitibiBowater by April 30, 2009,

  (ii) failure to deliver the financial statements of ACUSF by
       April 3, 2009,

(iii) termination, amendment or unenforceability of the stay of
       proceedings set forth in the Interim Order such that a
       creditor of debt would be entitled to enforce its rights
       with respect to the debt, or

(iv) failure to pay sales taxes owing in connection with
     certain receivables as required by the RPA by April 2,
     2009.

The Company delivered the financial statements of ACUSF on
April 3, 2009, and paid the sales taxes owing in connection with
certain receivables on April 2, 2009.

As consideration for entering into the Waiver and Amendment,
Abitibi is required to pay a fee equal to 6% of $210 million, of
which $7 million -- the Structuring Fee -- of which $3.15 million
was paid on April 2, 2009 and $3.15 million must be paid on each
of (i) April 30, 2009, May 29, 2009 and June 30, 2009.  The
Structuring Fee may be reduced under certain circumstances,
including termination of the facility by Abitibi on or prior to
May 29, 2009.

A full-text copy of Waiver and Amendment No. 4 to Amended and
Restated Receivables Purchase Agreement, is available at no charge
at http://ResearchArchives.com/t/s?3b2d

                     About AbitibiBowater Inc.

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

                           *     *     *

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

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

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

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


AFFINITY GROUP: S&P Downgrades Corporate Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Affinity Group Holding Inc. and its operating
subsidiary, Affinity Group Inc., to 'CCC' from 'CCC+'.  The rating
outlook is negative.  In accordance, S&P has also lowered its
issue-level ratings on Affinity Group's debt by one notch.

"The ratings downgrade reflects our uncertainty regarding the
company's ability to refinance its senior secured credit
facilities, which mature on June 24, 2009," said Standard & Poor's
credit analyst Tulip Lim.

The 'CCC' rating reflects the company's very thin margin of
compliance with bank covenants, the near-term maturity of the
secured credit facility, a decline in operating performance from
the effects of the recession, soft membership trends at Affinity
Group's recreational vehicle resort network and golf discount
clubs, and high debt leverage.

Affinity Group is a direct marketer and retailer targeting North
American RV owners and outdoor enthusiasts.  The company has
experienced deterioration in profitability over the past several
quarters from weakening consumer discretionary spending,
especially for big ticket items and lower advertising spending.
Revenue and EBITDA (excluding  impairment charges) during the
quarter ended Sept. 30, 2008 declined by 8.9% and 7.1%,
respectively, reflecting underperformance across all segments.
The company has not yet announced its year-end results and stated
that it will delay filing its SEC Form 10-K for up to 15 days.
Revenues decreased in the membership and media segments by 7.0%
and 15.6%, respectively, in the September quarter, mainly on lower
advertising revenue and a reduction in membership levels.  Revenue
in the retail segment declined by 8.7%, based on a 14.3% decline
in retail same-store sales.  S&P expects same-store sales and
advertising revenue to continue to decline amid the recession.

For the 12 months ended Sept. 30, 2008, lease-adjusted debt to
EBITDA was 7.5x, elevated from 6.9x at fiscal year-end 2007.
EBITDA interest coverage was 1.6x for the same period.  For the 12
months ended Sept. 30, 2008, discretionary cash flow was slightly
positive, aided by reduced capital expenditures requirements and
dividends, and lower use of working capital related to the
company's decision to curtail new store openings.  S&P expects
discretionary cash flow will be negative in 2009 due to continued
pressure on EBITDA as a result of the recession.


AFFINITY GROUP HOLDING: S&P Cuts Corporate Credit Rating to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Affinity Group Holding Inc. and its operating
subsidiary, Affinity Group Inc., to 'CCC' from 'CCC+'.  The rating
outlook is negative.  In accordance, S&P has also lowered its
issue-level ratings on Affinity Group's debt by one notch.

"The ratings downgrade reflects our uncertainty regarding the
company's ability to refinance its senior secured credit
facilities, which mature on June 24, 2009," said Standard & Poor's
credit analyst Tulip Lim.

The 'CCC' rating reflects the company's very thin margin of
compliance with bank covenants, the near-term maturity of the
secured credit facility, a decline in operating performance from
the effects of the recession, soft membership trends at Affinity
Group's recreational vehicle resort network and golf discount
clubs, and high debt leverage.

Affinity Group is a direct marketer and retailer targeting North
American RV owners and outdoor enthusiasts.  The company has
experienced deterioration in profitability over the past several
quarters from weakening consumer discretionary spending,
especially for big ticket items and lower advertising spending.
Revenue and EBITDA (excluding  impairment charges) during the
quarter ended Sept. 30, 2008 declined by 8.9% and 7.1%,
respectively, reflecting underperformance across all segments.
The company has not yet announced its year-end results and stated
that it will delay filing its SEC Form 10-K for up to 15 days.
Revenues decreased in the membership and media segments by 7.0%
and 15.6%, respectively, in the September quarter, mainly on lower
advertising revenue and a reduction in membership levels.  Revenue
in the retail segment declined by 8.7%, based on a 14.3% decline
in retail same-store sales.  S&P expects same-store sales and
advertising revenue to continue to decline amid the recession.

For the 12 months ended Sept. 30, 2008, lease-adjusted debt to
EBITDA was 7.5x, elevated from 6.9x at fiscal year-end 2007.
EBITDA interest coverage was 1.6x for the same period.  For the 12
months ended Sept. 30, 2008, discretionary cash flow was slightly
positive, aided by reduced capital expenditures requirements and
dividends, and lower use of working capital related to the
company's decision to curtail new store openings.  S&P expects
discretionary cash flow will be negative in 2009 due to continued
pressure on EBITDA as a result of the recession.


ALCOA INC: Posts $480 Million Net Loss in First Quarter of 2009
---------------------------------------------------------------
Alcoa Inc. reported a 27% sequential drop in revenue resulting in
a loss of $480 million for the first quarter of 2009, reflecting
the impact of the economic downturn on its core industrial and
commercial markets as well as an historic decline in aluminum
prices.  In the quarter, the Company launched a series of
operational and financial actions that successfully increased
cash, strengthened liquidity and significantly improved the
Company's cost structure.

Revenues for the first quarter 2009 were $4.1 billion, down from
$5.7 billion in the fourth quarter 2008 and down 36% from $6.5
billion in revenues in the first quarter of 2008 after excluding
divested businesses.  The sharp drop in revenue resulted from the
impact of the economic downturn on Alcoa's end markets --
automotive, transportation, building and construction and
aerospace.  As demand weakened during the quarter in those
markets, realized metal prices fell an additional $558 a ton -- a
26% price decline -- resulting in prices that are now about 60%
lower than last summer.

"Alcoa responded swiftly to the declines in our end markets and
the historic drop in aluminum prices with a holistic program that
dramatically re-positions our balance sheet and operational cost
structure," said Klaus Kleinfeld, President and CEO of Alcoa.
"The result has been a rapid increase in liquidity during the
quarter and significant operational cost savings.  Besides putting
us in a strong position to manage through this downturn, we now
have the strategic and operational fundamentals in place for Alcoa
to emerge even stronger when the economy recovers."

During the quarter, the Company launched wide-ranging operational
initiatives to reduce costs, increase cash, and improve liquidity.
Procurement efficiencies and reduced overhead will eliminate more
than $2.4 billion in annual costs by 2010.  For the quarter, we
generated $293 million in procurement savings and $110 million
from overhead reductions.  By 2010, capital expenditures will be
cut by 50%.  Working capital initiatives generated $291 million in
cash this quarter and will result in a total of $800 million in
cash in 2009.

"Our operational measures are already beginning to bear fruit in
all our businesses," said Mr. Kleinfeld.  "In our Primary Products
segments, for example, since the third quarter of 2008 we have
reduced the cost of producing alumina and aluminum by 33 and 30%,
respectively.  Pacing well ahead of our 25% reduction target, we
expect our efforts to have a significant impact on Primary's
profitability and cash flow in 2009."

Major initiatives were taken during the quarter to execute on the
financial pillar of the Company's holistic program.  Most are
already completed and Alcoa finished the first quarter with
$1.1 billion of cash on hand.  The Company reduced the quarterly
dividend, resulting in cash savings of $430 million annually.
Alcoa received $500 million of a $1.02 billion payment from
Chinalco for exiting its stake in the Shining Prospect venture.
The Company recorded a non-cash after-tax loss of approximately
$120 million on exiting the investment.  Alcoa raised
$1.4 billion in cash through successful common stock and
convertible notes offerings to further improve its liquidity.  As
a result, Alcoa is in a much stronger cash position with
availability of $5.2 billion of aggregate revolving credit
facilities that support its commercial paper program and has
lowered its debt-to-capital ratio to 40.6%.

Quarterly Financial Details

Income from continuing operations for the first quarter 2009
showed a loss of $480 million, or $0.59 per share, compared with a
loss from continuing operations in the fourth quarter of 2008 of
$929 million, or $1.16 per share, and income from continuing
operations in the first quarter of 2008 of $299 million, or $0.36
per share.

The first quarter of 2009 was a net loss of $497 million, or $0.61
per share, compared with net loss for the fourth quarter of 2008
of $1.2 billion, or $1.49 per share and net income for the first
quarter of 2008 of $303 million, or $0.37 per share.

Discontinued operations for the first quarter 2009 had a loss of
$17 million, or $0.02 per share, representing the results of
operations for the Electrical and Electronic Solutions business
which is being divested. In the fourth quarter 2008, discontinued
operations had a loss of $262 million, or $0.33 per share.

During the quarter the Company completed temporary curtailments of
approximately 18% of its global smelting output.  In addition, a
plan to curtail an incremental 100,000 mtpy in May was announced,
bringing total curtailments to approximately 20% of output.  Alcoa
also completed an exchange with ORKLA ASA for the remaining stake
in two smelters and an anode plant in Norway for Alcoa's stake in
the Sapa soft alloy extrusion joint venture.  With the exchange,
Alcoa once again became the largest producer of primary aluminum
in the world.  Alcoa recorded a non-cash after-tax gain on the
transaction of approximately $130 million.

The quarter's results reflect the gain on the exchange for the
Norway operations and a discrete tax benefit which were
essentially offset by the negative impact of restructuring and
other charges and the exiting of the stake in Shining Prospect.

Capital expenditures for the quarter were $471 million, with 70%
dedicated to growth projects, primarily the Juruti bauxite mine
and Sao Luis alumina refinery expansion in Brazil, which will help
lower the Company's costs moving forward.  Both projects are
expected to be completed in the first half of 2009.

Summary

"While our financial performance in the quarter was adversely
affected by the economy-driven drop in demand, we launched
operational and financial measures that will significantly improve
our profitability and cash flow in 2009 and beyond. In fact, they
have already begun to have an impact in the first quarter," said
Mr. Kleinfeld.

"We also see both near-term and long-term catalysts that should
improve the prospects for the aluminum industry," Mr. Kleinfeld
stated.  "Current stimulus programs that target infrastructure and
energy efficiency will create a demand for the unique
characteristics of aluminum -- lightweight, strong, durable,
recyclable, and conductive.  Longer term, the global megatrends of
population growth, urbanization, and environmental stewardship
will all drive demand for aluminum as the economy improves."

Segment Results

Alumina

After-tax operating income (ATOI) was $35 million, a decrease of
$127 million, or 78% from the prior quarter.  Production declined
331 kmt, or nine% mainly due to the curtailments at Point Comfort.
LME-based pricing declined 34% sequentially.  Lower LME-based
pricing was somewhat offset by lower energy costs, productivity
gains, and favorable currency impacts.

Primary Metals

ATOI was a loss of $212 million, a decrease of $111 million from
the prior quarter.  Realized pricing declined 26% sequentially.
Benefits from procurement initiatives, productivity improvements,
and LME-linked input costs only partially offset the effects of
revenue decline.

Production decreased by 91 kmt in the quarter due to the
completion of the 750,000 mtpy reduction of smelting capacity
across Alcoa's global system, including the completion of the full
curtailment of the Tennessee smelter.

The Orkla ASA exchange resulted in a non-cash after-tax gain on
the transaction of approximately $130 million, of which
approximately $112 million was recorded in this segment.

Flat -- Rolled Products

ATOI was a loss of $62 million, an improvement of $36 million from
the prior quarter.  The segment benefited from productivity gains,
the closure of the Bohai foil facility, and favorable currency
impacts.  Revenues declined 21% from the prior quarter driven by
significant volume declines across all market segments.

Engineered Products and Solutions

ATOI was $96 million, an increase of $31 million or 48% from the
sequential quarter.  Despite weak market conditions, the segment
benefitted from strong productivity gains, including overhead
reductions.  Revenues declined eight% from the prior quarter due
to weakening end market conditions.

                          About Alcoa

Alcoa Inc. -- http://www.alcoa.com/-- is the world leader in the
production and management of primary aluminum, fabricated aluminum
and alumina combined.  Alcoa serves the aerospace, automotive,
packaging, building and construction, commercial transportation
and industrial markets, bringing design, engineering, production
and other capabilities of Alcoa's businesses to customers.  In
addition to aluminum products and components including flat-rolled
products, hard alloy extrusions, and forgings, Alcoa also markets
Alcoa(R) wheels, fastening systems, precision and investment
castings, and building systems.  The company operates in 34
countries and has been named one of the top most sustainable
corporations in the world at the World Economic Forum in Davos,
Switzerland.

As of September 30, 2008, Alcoa had $39.0 billion in total assets
and $21.2 billion in total liabilities.

As reported by the Troubled Company Reporter on March 20, 2009,
Moody's Investors Service affirmed Alcoa's Baa3 senior unsecured
rating, the Baa3 rating on its senior unsecured bank credit
facility, the Ba2 preferred stock rating, the (P)Baa3 senior
unsecured shelf rating, and the Prime-3 short-term rating.
Moody's said that the rating outlook is stable.


ANTONIO DOMENECH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Antonio Cruz Domenech
        JA1 Paseo Del Parque
        Urb. Garden Hills
        Guaynabo, PR 00966

Bankruptcy Case No.: 09-02495

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Luis A Medina Torres, Esq.
                  Luis A Medina Torres Law Firm
                  P.O. Box 191191
                  San Juan, PR 00918
                  Tel: (787) 765-3795
                  Fax: (787) 756-7087
                  Email: lumedina@coqui.net

Total Assets: $1,176,254

Total Debts: $5,413,544

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

          http://bankrupt.com/misc/prb09-02495.pdf

The petition was signed by Antonio Cruz Domenech.


ATF FITNESS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: ATF Fitness Products, Inc.
        140 Pennsylvania Avenue
        Oakmont, PA 15139
        Tel: (412) 828-0771

Bankruptcy Case No.: 09-22301

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Samuel R. Grego, Esq.
                  Dickie, McCamey & Chilcote
                  Suite 400, 2 PPG Place
                  Pittsburgh, PA 15222
                  Tel: (412) 392-5507
                  Fax: (412) 392-5367
                  Email: gregos@dmclaw.com

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

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

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

The petition was signed by James G. Vercellotti, president of the
Company.


ATHILON CAPITAL: S&P Junks Rating on Junior Subordinated Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit,
senior subordinated, subordinated, and junior subordinated note
ratings on Athilon Capital Corp./Athilon Asset Acceptance Corp.
and removed the ratings from CreditWatch with negative
implications, where they were placed Oct. 31, 2008.  At the same
time, Standard & Poor's assigned a negative outlook to Athilon.
Athilon is a credit derivative product company whose limited
purpose is to sell credit protection on corporate and CDO tranches
in the form of CDS.

The lowered ratings reflect:

-- The further credit deterioration of the reference entities
   in Athilon's corporate tranche credit default swap
   portfolio;

-- The updated lifetime loss projection on Athilon's exposure
   to senior tranches of a collateralized debt obligation of
   asset-backed securities (transaction B); and

  -- The possibility of a credit event cash settlement payment on
     the CDS on transaction B's senior tranches occurring after
     Oct. 4, 2014, and S&P's projected losses associated with
     that scenario.

As S&P stated in its most recent transaction update on Athilon,
the CDPC has entered into CDS on senior tranches of two CDOs of
ABS: transaction A's class A-1 senior secured floating-rate notes
and transaction B's class X and A-1 senior secured floating-rate
notes.  Athilon recently commuted the CDS on transaction A's class
A-1 notes, and S&P has reflected the cost and benefit of this
commutation in S&P's analysis.  Athilon has not commuted the CDS
on transaction B's class X and A-1 notes, and that CDS continues
to significantly impact Athilon's required capital given the
further deterioration of the underlying assets in transaction B.

                Transaction B: Lifetime Cumulative
                Loss Estimates On Underlying Assets

Using the same methodology described in the Oct. 31, 2008,
transaction update, as well as S&P's updated residential mortgage-
backed securities lifetime loss estimate assumptions, S&P's total
cumulative loss estimates are approximately
$348.5 million for the RMBS assets and approximately $78 million
for the affected CDO assets.  Based on these assumptions, S&P's
total cumulative loss estimate for transaction B's assets is
approximately $426.5 million, and the implied loss to transaction
B's class A-1 notes is approximately $264.4 million.  The
significant increase in the projected loss is primarily due to the
updated RMBS Alternative-A loss assumptions.

                               Table
        Total Cumulative Loss Estimates For Transaction B

   Item                                         Amount (mil. $)
   ----                                         ---------------
   Cumulative loss estimate (RMBS)                        348.5
   Cumulative loss estimate (CDO)                          78.0
   Cumulative loss estimate (RMBS and CDO)                426.5
   Implied subordination available to class A-1 note      162.1
   Implied loss to class A-1 note                         264.4

   RMBS - Residential mortgage-backed security.
   CDO - Collateralized debt obligation.

                       Transaction B:
        Standard & Poor's Projected Cash Settlement Amount

According to the swap document of the CDS on transaction B's class
X and A-1 notes, a payment shortfall (S&P projects that this would
be an interest payment shortfall because principal is not due
until 2051) that occurs before Oct. 5, 2014, will trigger a
floating amount event and Athilon would then be required to make a
payment to the counterparty referencing the shortfall amount.  In
this scenario, the CDS will not be terminated. A payment shortfall
(interest or principal) that occurs on or after Oct. 5, 2014, will
trigger a credit event, after which the CDS will be terminated and
cash settled.

In S&P's cash flow analysis of transaction B, S&P projects that
the sum of class A-1 interest shortfalls before Oct. 5, 2014,
could be approximately $50 million, assuming a 29% default rate
derived from S&P's lifetime loss estimates on the underlying ABS
assets; a zero recovery rate for those defaults, assuming that all
of the defaults occur in year 1; and a slow amortization curve.
S&P's cash flow analysis further estimates that the first class A-
1 interest shortfall after Oct. 5, 2014, would occur in July 2017.
This captures the structure features whereby an interest shortfall
would occur if principal amortizations are insufficient to pay
interest after the collateral interest account is exhausted.
Based on S&P's cash flow analysis, S&P estimates that principal
amortizations would be used to pay interest between 2014 and 2017,
but would be insufficient to pay interest in July 2017, which
would result in an interest shortfall.  S&P estimates that the
outstanding balance of transaction B's class A-1 notes would be
approximately
$551 million in July 2017.  If S&P assumes that the swap would be
cash settled in July 2017 at a projected mark-to-market of
approximately 23 cents on the dollar on transaction B's class A-1
notes, Athilon's total loss on transaction B's class A-1 notes
would be approximately $472 million.

                  Corporate Tranche Cds Portfolio

Since S&P's Oct. 31, 2008, transaction update, S&P has lowered its
ratings on a number of the reference entities in Athilon's
corporate CDS portfolio.  As a result, according to the capital
model results that S&P received from Athilon as of March 18, 2009,
the contribution to the required capital to maintain the 'AAA'
issuer credit rating from the corporate tranche CDS portfolio lone
increased significantly to $287 million from
$36 million since October 2008.  The required capital includes the
impact of potential counterparty termination payments.

                             Summary

The rating actions on the issuer credit and debt ratings reflect
S&P's increased projection of Athilon's loss on the CDS on
transaction B's class X and A-1 notes and the rising capital
requirements associated with the corporate CDS portfolio.

S&P had previously left its issuer credit and debt ratings on
Athilon on CreditWatch negative because the commutation of the CDS
on transactions A's class A-1 notes and transaction B's class X
and A-1 notes were under negotiation and had not been finalized.
S&P is now removing the ratings from CreditWatch negative because
Athilon commuted the CDS on transaction A's class A-1 notes, and
Athilon has thus far been unable to commute the CDS on transaction
B's class X and A-1 notes.  Therefore S&P's ratings reflect
Athilon's potential payment upon the cash settlement of the CDS on
transaction B's class X and A-1 notes.

S&P is assigning a negative outlook to Athilon because of the
uncertainty regarding the projected settlement payment associated
with the potential credit event of the CDS on transaction B's
class X and A-1 notes.  S&P believes that if the reference
entities in Athilon's credit risk portfolio experience further
deterioration, S&P will likely further lower S&P's ratings on
Athilon and/or reinstate Athilon's CreditWatch negative placement.

S&P will continue to monitor Athilon's exposure to the CDO of ABS
and corporate tranches and will take rating actions as
appropriate.

       Ratings Lowered And Removed From Creditwatch Negative;
                    Negative Outlook Assigned

       Athilon Capital Corp./Athilon Asset Acceptance Corp.

                                          Rating
                                          ------
  Issue                             To                From
  -----                             --                ----
Issuer credit rating              AA/Negative       AAA/Watch Neg
Senior subordinated note issues   BBB               AA/Watch Neg
Subordinated note issues          B                 BBB/Watch Neg
Junior subordinated note issues   CCC-              BB/Watch Neg


ATLANTIC EXPRESS: Moody's Cuts Corporate Family Rating to 'Caa3'
----------------------------------------------------------------
Moody's Investors Service has downgraded the probability of
default and corporate family ratings of Atlantic Express
Transportation Corp. to Caa3 from Caa2.  The outlook remains
negative.  The rating on Atlantic Express' $185 million senior
secured floating rate notes due April 2012 has been downgraded to
Caa3 LGD 4, 51% from Caa2 LGD 4, 53%.

The Caa3 probability of default rating and the negative outlook
reflect the magnitude of Atlantic Express' debt service
requirements relative to the expected earnings level and liquidity
sources. Lower gross margin, unprofitability and a weak liquidity
profile have proved persistent.  The company has stated that its
existing liquidity sources will not be sufficient to fund
requirements in the coming year, and will explore the sale of
assets to supplement. Other concerns include: 1) the company's
ability to continue obtaining covenant amendments from its
revolving credit facility lender; 2) the June 2010 expiration of
the New York City Board of Education contract, which represents
over 50% of the company's revenues; and 3) the June 2009
expiration of three collective bargaining agreements, covering
roughly one third of the company's work force.

Despite clear credit negatives, the Caa3 also acknowledges that
some recent positive developments and the company's careful cash
management still may offer potential for some stability. In
December 2008 the company won a $517 million, 10-year New York
City Transit Authority paratransit contract re-bid; under the new
contract, vehicles, liability insurance and fuel are to be
provided by the transit authority.  High fuel prices, which hurt
margins in H2-FY08, have come down.  Furthermore, the currently
expensive interest rate swap contract (LIBOR at 5.21%) expires
April 2010, after which the company's interest burden could
decline.  Should the company's asset sales generate enough cash to
help last the upcoming 12-18 month period, and the New York City
Board of Education contract be re-awarded with better pricing
provisions, the potential for stabilization could improve.

Atlantic Express' 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 Atlantic Express' core industry and Atlantic Express'
ratings are believed to be comparable to those of other issuers of
similar credit risk.

Moody's last rating action on Atlantic Express occurred March 17,
2008 when the corporate family rating was downgraded to Caa2 from
Caa1.

Atlantic Express Transportation Corporation, headquartered in
Staten Island, New York, is the fourth largest provider of
outsourced school bus transportation in the United States.  The
company also provides paratransit services to public transit
systems.


ATRIUM COS: S&P Junks Corporate Credit Rating From 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Atrium Cos. Inc. to 'CCC-' from 'B-'.
The outlook is negative.

At the same time, Standard & Poor's lowered the issue-level rating
on Atrium's senior secured bank credit facilities to
'CCC-' from 'B-'.  The recovery rating remains '4', reflecting the
expectation for average (30% to 50%) recovery for lenders in the
event of a payment default.  Standard & Poor's also lowered its
issue-level rating on the company's senior subordinated notes due
2012 to 'CC' from 'CCC', with a recovery rating of '6', reflecting
the expectation for negligible (0% to 10%) recovery for lenders in
the event of a payment default.

"The downgrade reflects our assessment that Atrium's ability to
service its current capital structure over the intermediate term
will be challenged given our expectation for difficult operating
conditions to continue due to the depressed new construction end-
markets and expected decline in repair and remodeling activity,"
said Standard & Poor's credit analyst Tobias Crabtree.  "As a
result, S&P expects annual EBITDA of less than $50 million, thus
increasing the likelihood of a covenant violation during 2009."
Specifically, the company can elect a minimum EBITDA covenant, for
the trailing 12-month period ending Dec. 31, 2009, of
$40 million, which includes additional pay-in-kind interest, or
$56.8 million, which is tested as of Feb. 15, 2010.  Also, annual
EBITDA generation of less than $50 million will likely result in
the company producing negative free cash flow, further limiting
Atrium's ability to reduce leverage given the large amount of PIK
interest that will accrue.

The ratings on Atrium reflect the company's high debt burden,
limited liquidity, highly competitive cyclical markets, and
vulnerability to volatile raw material input costs.

Atrium is a vertically integrated manufacturer of aluminum and
vinyl windows and patio doors, with more than 20 manufacturing
facilities and 30 distribution centers in North America.
Approximately 50% of the company's consolidated revenue is derived
from new construction (down from 60%) throughout the U.S.

The negative outlook reflects S&P's concerns about the weak
operating environment and the impact this will continue to have on
the company's operating performance.  As a result, in S&P's view,
Atrium will be challenged to service its current highly leveraged
capital structure over the intermediate term.  Also, if Atrium's
EBITDA were to fall to less than $40 million, a covenant violation
could occur, further constraining the company's liquidity.  S&P
would likely lower the ratings if Atrium is unable to obtain the
necessary waivers, leading to a restructuring of its obligations.


AVENTINE RENEWABLE: Files Ch 11; Bondholders Pledge $30M Loan
-------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., and its subsidiaries
have filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code in the District of Delaware.

The Company and certain holders of its 10.0% senior unsecured
notes have agreed to a first priority secured debtor-in-possession
term loan totaling $30 million that will enable the Company to
continue to satisfy customary obligations associated with its
ongoing operations. The DIP loan provided by certain bondholders
will provide the Company with new liquidity permitting it to
maintain normal operations and allow the Company and its creditors
to jointly plan for the future.

The ethanol industry currently suffers from poor operating margins
as a result of supply exceeding existing demand, including the
2009 renewable fuels standard mandate.  Ethanol demand has been
negatively affected by low gasoline prices which has all but
eliminated the discretionary consumption of ethanol.  Ethanol
demand has also been negatively affected by refiners and blenders
using excess renewable identification numbers  to help meet their
renewable fuels standard obligations instead of purchasing actual
gallons of ethanol.

In its bankruptcy petition, the Company listed $799 million in
assets against debt totaling $491 million, as of Dec. 31, 2008.
According to Bloomberg's Bill Rochelle, debt includes $300 million
in 10 percent senior unsecured notes, and $40.25 million owing to
revolving credit lenders who have liens on all the assets.

                         JPMorgan Waiver

On March 30, 2009, Aventine and its units -- Aventine Renewable
Energy - Mt. Vernon, LLC and Aventine Renewable Energy - Aurora
West, LLC -- executed a letter agreement with JPMorgan Chase Bank,
N.A, as administrative agent, and the lenders under its Credit
Agreement dated March 23, 2007, to waive certain events of default
relating to the Credit Agreement.  The Company notified the
administrative agent for its Credit Agreement and the lenders
thereunder that the Company will not have entered into, by March
31, 2009, formal written agreements with the holders of at least
80% in principal amount of its 10% senior unsecured notes due 2017
committing to binding terms of an exchange offer, as required
under Section 5.19 of the Credit Agreement.  The Company had said
its failure to receive formal written commitments by March 31
would have constituted an immediate event of default under the
Credit Agreement.

On March 30, the Company also notified the administrative agent
for its Credit Agreement and the lenders thereunder that the
Company did not intend to make a scheduled payment of interest
which was due under the Notes on April 1, 2009.

The waiver granted by the Letter Agreement is limited solely to
the March 30 events of default.  Among other things, the Letter
Agreement provided that the administrative agent and lenders would
waive the specified defaults and forbear from exercising certain
rights and remedies under the Credit Agreement and applicable law,
on the terms and conditions set forth in the Letter Agreement, for
a period of time commencing on March 30, 2009, and ending on the
earlier of April 8, 2009 or the date of any new default under the
Credit Agreement or the Letter Agreement.

A full-text copy of the Letter Agreement is available at no charge
at http://ResearchArchives.com/t/s?3b30

Members of the JPMorgan lending syndicate are:

     * JPMORGAN CHASE BANK, N.A., individually as a Lender
       and as Administrative Agent;

     * BANK OF AMERICA, N.A., individually as a Lender;

     * UBS LOAN FINANCE LLC, individually as a Lender;

     * WELLS FARGO FOOTHILL, LLC, individually as a Lender;

     * BMO CAPITAL MARKETS FINANCING, INC., individually as a
       Lender;

     * SIEMENS FINANCIAL SERVICES, INC., individually as a
       Lender; and

     * WACHOVIA BANK, NATIONAL ASSOCIATION, individually as a
       Lender

On March 19, 2009, the New York Stock Exchange notified the
Company that the NYSE would be removing the Company's common stock
from the list of issuers traded on the NYSE prior to the market
opening on March 30.  The Company has not met the NYSE's continued
listing standard regarding average global market capitalization
over a consecutive 30-trading day period of not less than $15
million.


                        Industry Woes

The Company has blamed industry woes for its bankruptcy filing.
Its news release stated that the ethanol industry currently
suffers from poor operating margins as a result of supply
exceeding existing demand, including the 2009 renewable fuels
standard mandate.  It said that Ethanol demand has been negatively
affected by low gasoline prices which has all but eliminated the
discretionary consumption of ethanol.  Ethanol demand has also
been negatively affected by refiners and blenders using excess
renewable identification numbers ("RINS") to help meet their
renewable fuels standard obligations instead of purchasing actual
gallons of ethanol.

Aventine said in March that it was unable to pay contractors
$24 million on two uncompleted plants.  The contractors filed
liens, giving rise to violations of covenants for the notes.

The Chapter 11 filing stemmed in part from negative gross margins
resulting from contracts for natural gas and corn that were fixed
at levels above current market prices, Bloomberg said, citing a
court filing by William J. Brennan, the chief accounting officer.

According to Bloomberg's Bill Rochelle, Aventine was hoping to
avoid bankruptcy with an exchange offer where noteholders could
swap existing debt for the same amount of notes paying interest
until April 2010 with more notes.  The offer didn't receive 80%
acceptances required by the bank credit agreement.

                         Business As Usual

Ron Miller, Aventine's President and CEO, said, "I am pleased with
the support shown by our bondholders and their vision for the
future of Aventine.  Aventine remains a business with strong
potential, a committed group of employees, a recognized brand name
and a proud heritage.  We are also a company that is challenged by
the difficult market environment for ethanol producers.  After
careful consideration of all available alternatives, the Company
determined that filing for Chapter 11 was a necessary and prudent
step that allows us to operate our business without interruption.
We will use the Chapter 11 process to more rapidly restructure our
overhead, pursue potential investors, and definitively resolve our
debt issues.  Aventine is one of the most widely recognized names
in our industry with strong market share."

Mr. Miller continued, "The ethanol industry has sound long-term
prospects, and we anticipate a strong rebound as the government
imposed biofuels mandate continues to increase and the supply of
excess RINS are consumed.  We are taking steps to ensure our
business will be ready when the current markets turn up again. The
vast majority of our suppliers will not see any disruptions in
their business dealings with us."

Aventine has filed first day motions that ask the Court to
approve, among other things, payment of employee wage and benefit
charges that were incurred before the petition was filed, and the
continuation of cash management systems.

Aventine is being advised by its legal counsel, Davis Polk &
Wardwell, LLP; and Young Conaway Stargatt & Taylor, LLP; and its
financial advisor Houlihan Lokey Howard & Zukin.

                          About Aventine

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets:AVRN) -- http://www.aventinerei.com/-- is a producer
and marketer of ethanol to many leading energy companies in the
United States.  In addition to ethanol, Aventine also produces
distillers grains, corn gluten meal, corn gluten feed, corn germ
and brewers' yeast.

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

The Company has reported a net loss of $47,096,000 on
$2,248,301,000 of net sales for 2008, compared with a net profit
of $33,799,000 on $1,571,607,000 of net sales the year before.  As
of December 31, 2008, the Company had $799.4 million in total
assets and $490.6 million in total liabilities.

"There is substantial doubt as to our ability to continue as a
going concern," Aventine Renewable said in its annual report on
Form 10-K for the year ended December 31, 2008.

Ernst & Young LLP, as independent public account, expressed
substantial doubt about the Company's ability to continue as a
going concern, because of these conditions (i) Aventine has
incurred substantial losses from operations and has experienced a
significant reduction in available liquidity in recent quarters,
(ii) the Company is dependent on its revolving credit facility,
which availability is upon maintenance of certain collateral
levels, (ii) the Company is in default of its debt covenants on
the senior unsecured fixed rate notes; payment of these notes may
be accelerated unless the default is cured.


AVENTINE RENEWABLE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Aventine Renewable Energy Holdings, Inc.
        aka CP RS Holdings, Inc.
        120 North Parkway Drive
        Pekin, IL 61554

Bankruptcy Case No.: 09-11214

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Aventine Renewable Energy, LLC                     09-11215
Aventine Renewable Energy, Inc.                    09-(____)
Aventine Renewable Energy - Aurora West, LLC       09-(____)
Aventine Renewable Energy - Mt. Vernon, LLC        09-(____)
Aventine Power, LLC                                09-(____)
Nebraska Energy, L.L.C.                            09-(____)

Related Information: Aventine Renewable Energy Holdings, Inc.
                     is a producer and marketer of fuel-grade
                     ethanol in the United States.  The Company's
                     own production facilities produced
                     188.8 million gallons of ethanol during the
                     year ended Dec. 31, 2008.  It has been a
                     marketer of ethanol, distributing ethanol
                     purchased from other third-party producers in
                     addition to its own ethanol production.
                     During 2008, it distributed 754.3 million
                     gallons of ethanol produced by others.  It
                     markets and distributes ethanol to many
                     energy companies in the United States,
                     including Royal Dutch Shell and its
                     affiliates, Marathon Petroleum, BP,
                     ConocoPhillips, Valero Marketing and Supply
                     Company, Exxon/Mobil and Chevron.  In
                     addition to producing ethanol, its facilities
                     also produce several co-products, such as
                     distillers grain, corn gluten meal and feed,
                     corn germ and brewers' yeast.

                     See: http://www.aventinerei.com

                     As of Dec. 31, 2008, major equity holders of
                     Aventine include:

                      * Barclays Global Investors, N.A. (27.5%)
                      * Barclays Global Fund Advisors (1.74%)
                      * The Vanguard Group, Inc. (5.22%)

                     As reported by the Troubled Company Reporter
                     on March 18, 2009, Moody's Investors Service
                     downgraded Aventine Renewable Energy
                     Holdings, Inc.'s Corporate Family Rating to
                     Ca from Caa2 and the rating on its senior
                     unsecured notes to C from Caa3.

                     According to the TCR on March 3, 2009,
                     Standard & Poor's had put a 'CCC+' corporate
                     credit rating on Aventine Renewable Energy
                     Holdings Inc., and placed a 'CCC' senior
                     unsecured rating on the company with a
                     projection that that the debtholders would
                     recover much as 30% after payment default.

Chapter 11 Petition Date: April 7, 2009

Court: District of Delaware

Debtors' Counsel: Joel A. Waite, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453

Debtors'
Special Counsel:  Davis Polk & Wardwell

Debtors'
Fin'l Advisors:   Houlihan, Lokey, Howard & Zukin, Inc.

Debtors'
Claims Agent:     Garden City Group, Inc.

Consolidated Assets: $799,459,000 as of Dec. 31, 2008

Consolidated Debts: $490,663,000 as of Dec. 31, 2008

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Wells Fargo Bank, N.A.         Notes              $300,000,000
Attn: Dia Young                                   principal plus
Corporate Products Group                          interest
MAC N9311-10
625 Marquette Ave.
Minneapolis, MN 55479

Union Tank Car Company         Trade Debt         $1,911,197
Attn: Dave Murawski, VP
175 West jackson Blvd.
Chicago, IL 60604

Shell Energy North             Trade Debt         $1,509,475
America (US), LP
Attn. Legal Dept.
Two Houston Center,
Plaza Level 1
909 Fannin Street
Houston, TX 77010

Agri Energy LLC                Trade Debt         $1,423,481
Attn: Jay Sommers
502 S. Walnut
Luverne, MN 56156

Delta T Corporation            Trade Debt         $1,333,333
Attn: John Hopkins,
Gen. Counsel & VP Adminstration
133 Waller Mill Road
Wiiliamburg, VA 23185

Aurora Coop Elevator Co. Inc.  Trade Debt         $1,073,051
Attn: George Hohwieler, Pres.
605 12th St.
Aurora, NE 68818

BP Canada Energy               Trade Debt           $911,390
Marketing Corp.
Attn: Karen Bell, Credit Analyst
1100, 240-4 Ave.
P.O. Box 200
Calgary, Alberta

Knight Hawk Coal LLC           Trade Debt           $741,199
Attn: Steve Carter
984 E. Sugar Hill Rd.
Ava, IL 62907

Aberdeen Energy                Trade Debt           $626,804
Attn: James Seurer
Interim CEO & CFO
13435 370th Ave.
Mina, SD 57451

Glacial Lakes Energy LLC       Trade Debt           $339,071
Attn: James Seurer
Interim CEO & CFO
P.O. Box 933
301-20th Ave. SE
Watertown, SD 57201

Hogenson                       Trade Debt           $284,344
Attn: Dunnley Mattke, Pres.
206 12th Ave., NE
P.O. Box 777
West Fargo, ND 58078

Oiltanking Texax City, LP       Trade Debt          $276,000
Attn: Carlin Conner, Manager
2800 Loop 197 South
P.O. Box 29
Texas City, TX 77592-0029

Redfield Energy                 Trade Debt          $258,312
Attn: James Seurer
Interim CEO & CFO
38650 171st Street
P.O. Box 111
Redfield, SD 57469

American Railcar                Trade Debt          $247,833
Leasing LLC

Norfolk Southern                Trade Debt          $221,427

Ace Ethanol LLC                 Trade Debt          $221,288

CSX                             Trade Debt          $203,905

Oklahoma City Bioenergy
Partners LLC                    Trade Debt          $202,589

Oracle Corp.                    Trade Debt          $185,909

Verenium, Inc.                  Trade Debt          $171,289

Colonial Oil Industries         Trade Debt          $168,979

Genecor International/
Danisco                         Trade Debt          $161,427

General Atomics-
Electronic Systems, Inc.        Trade Debt          $152,888

CDW Direct, LLC                 Trade Debt          $138,290

Engineering Automation &
Design, Inc.                    Trade Debt          $138,239

Nasville Bioenergy
Partners LLC                    Trade Debt          $132,824

Peoria Disposal Co.             Trade Debt          $129,500

Husker Ag, LLC                  Trade Debt          $117,551

Precision Piping &
Mechanical, Inc.                Trade Debt          $111,177

FC Haab Heating Oils            Trade Debt          $106,397

The petition was signed by William J. Brenan, chief accounting and
compliance officer.


B-SQUARED INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: B-Squared Inc
        dba All California Funding
        dba ACF Reconveyance
        14958 Ventura Blvd Ste 200
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 09-12590

Type of Business: B-Squared Inc. engages in real estate finance.

Chapter 11 Petition Date: March 10, 2009

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Simon Aron, Esq.
                  Wolf, Rifkin, Shapiro & Schulman LLP
                  11400 W Olympic Blvd 9th Fl
                  Los Angeles, CA 90064-1565
                  Tel: (310) 478-4100
                  Fax: (310) 479-1422
                  Email: saron@wrslawyers.com

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

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

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

            http://bankrupt.com/misc/cacb09-12590.pdf

The petition was signed by William Schumer, president and CEO of
the Company.


BCBG MAX: S&P Downgrades Corporate Credit Rating to 'SD'
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on BCBG Max Azria Group Inc. to 'SD' from 'CCC+.'
S&P also lowered the rating on BCBG's first-lien term loan to 'D.'

The downgrade is due to BCBG's recent and upcoming Dutch auctions
in which second-lien debt was used to repurchase approximately
$33 million of the company's first-lien term loan at a discount.
S&P expects BCBG to hold another Dutch auction within the next
month to exchange additional term loan debt for second-lien debt.

"Despite the downgrade," said Standard & Poor's credit analyst
Jackie E. Oberoi, "BCBG's liquidity position has improved due to
the receipt of $30 million in debt for general operating
purposes."  In addition, the company's amendments to its credit
agreement include spreading out payment of the company's
$20 million March 2009 term loan amortization over the remainder
of the year, which also helps liquidity, as well as the receipt of
less stringent financial covenants for both BCBG and Max Rave.
Notwithstanding the improvement in BCBG's financial position, S&P
still views this as a distressed exchange because the offer is a
de facto restructuring being carried out to ease the company's
very high debt load.  "However, our immediate concern over BCBG's
liquidity position has been resolved due to the amendments to its
credit agreement," added Ms. Oberoi.


CANWEST GLOBAL: Faces April 14 Deadline for Deal with Lenders
-------------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary, Canwest
Media Inc., and its senior lenders have agreed to extend the
waiver of certain borrowing conditions until April 21, 2009.

During the two-week period, senior lenders have agreed to provide
additional access to credit availability.  Based on current cash
flow projections, the Company believes that it will have
sufficient liquidity to continue to operate normally through the
period.

CMI continues to discuss with its senior lenders the terms under
which the waiver might be extended for a longer period to allow
CMI to pursue a recapitalization transaction.

CMI did not make its March 15, 2009 interest payment of
approximately US$30.4 million relating to its outstanding 8%
senior subordinated notes.  Under the terms of the notes, failure
to make this interest payment on or before April 14, 2009 would
permit the 8% noteholders to demand payment of the approximately
US$761 million principal amount outstanding as well as the missed
interest payment and associated default interest.

Wojtek Dabrowski at Reuters said a big part of Canwest's debt
dates back to the deal which made Canwest the country's biggest
publisher of daily newspapers; its 2000 acquisition of a stable of
Canadian newspapers from Hollinger International for about C$3.2
billion.  Reuters had said if Canwest fails to pay the interest by
April 14, the noteholders can demand the repayment of about $761
million in principal.  This scenario could spell serious trouble
for Canwest, which has a debt-load of about C$3.7 billion -- $2.98
billion -- according to the report.

Analysts, according to Reuters, have said that it is possible the
company may file for bankruptcy protection as the weak economy
wreaks havoc on advertising revenues at its television stations
and newspapers.  Reuters had noted that Canwest is trying to slash
its operating and capital costs and is looking at divesting non-
core assets.  However, no large-scale asset sale that would make a
significant dent in Canwest's debt-load has materialized.

The Company said that, parallel to its discussions with its senior
lenders, Canwest Media is in continuing discussions with
representatives of an ad hoc committee of 8% noteholders, which
represents a significant majority amount of the aggregate
principal amount of 8% notes with respect to the terms of a
forbearance agreement and the framework for a potential
recapitalization transaction.

Further extensions of time and credit availability from CMI's
senior lenders in conjunction with the forbearance agreement would
provide CMI the opportunity to pursue a recapitalization
transaction.

                     About Canwest Global

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2009,
Canwest Global Communications Corp. warned that based on current
revenue and expense projections, it may not be able to comply with
its existing quarterly total financial leverage ratio covenants in
fiscal 2009.  Continuation of negative conditions may affect the
Company's ability to meet certain financial covenants in its
credit facilities.  The company is reviewing and implementing
strategies to ensure compliance with its covenants, including
strategies intended to improve profitability and reduce debt.

The TCR reported on Jan. 19, 2009, that Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Winnipeg, Manitoba-based Canwest Media Inc. to 'CCC+' from 'B'.
At the same time, S&P lowered the senior secured debt rating on
wholly owned subsidiary Canwest Limited Partnership to 'B-' from
'BB-'.  In addition, S&P lowered the senior subordinated debt
ratings on Canwest Media and Canwest LP to 'CCC-' from 'CCC+'.
S&P removed all ratings from CreditWatch with negative
implications, where they were placed Oct. 31, 2008.  The outlook
is negative.


BERNARD L. MADOFF: Trustee to Recover Money from Transferees
------------------------------------------------------------
Irving Picard, the trustee liquidating Bernard L. Madoff's
business told a law student who won a temporary freeze on the
assets of the convicted fraudster's brother that he may not get to
keep any money he recovers in court, Patricia Hurtado of Bloomberg
News reported.

Bloomberg relates that after filing a lawsuit claiming that Peter
Madoff served as a trustee on his trust fund and lost $470,000 of
his inheritance by investing with Bernard L. Madoff, Law Student
Andrew Samuels obtained the asset freeze order on March 25.
Mr. Samuels seeks to recover the lost funds and as much as $2
million in damages.

However, Bloomberg News points out that according to an April 3
letter sent by Marc Hirschfield, a lawyer working with Mr. Picard,
"Bankruptcy trustee Irving Picard "reserves the right, without
limitation, to seek to recover from Mr. Samuels" any money that
Samuels collects "from Mr. Madoff in the lawsuit or otherwise in
order to distribute such amounts to all of the victims of the
fraud" at Bernard L. Madoff Investment Securities LLC".

According to Bloomberg News, this letter is the first statement by
Mr. Picard and lawyers working with him that the trustee is
investigating Peter Madoff's assets.  "Please be advised that to
the extent the trustee subsequently asserts claims against" Peter
Madoff, Mr. Picard may seek to recover money from "transferees of
Mr. Madoff," Mr. Hirschfield wrote.

Bloomberg also relates that Samuels's lawyer Stephen Schlesinger
wrote in a letter dated April 7 to Mr. Hirschfield and Mr. Picard,
that his client doesn't intend to seek recovery from Bernard
Madoff. Mr. Schlesinger argued that Peter Madoff, as the sole
trustee of Samuels's trust fund, owed him a fiduciary duty to
protect his money and failed.

"I wish that the trustee would spend the time trying to help the
real victims of the Madoff fraud and leave Andrew alone. This is a
threat to my client, who had a personal claim against Peter
Madoff. He was wronged by Peter," Mr. Schlesinger said in a phone
interview. "An attempt by you or Mr. Picard, to recover any
amounts that our client may be successful in recovering from Peter
Madoff would run afoul of the general principles of equity and
fairness."

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

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


BERNARD L. MADOFF: SEC to Block Bid to Force Personal Bankruptcy
----------------------------------------------------------------
The Securities and Exchange Commission and the Justice Department
told a federal judge that Bernard Madoff need not be forced into
personal bankruptcy to ensure that all his assets are sued to pay
customers, a Bloomberg report said.

According to David Glovin and Linda Sandler of Bloomberg, the SEC
opposed a request by victims of MR. Madoff's $50-billion Ponzi
scheme to push him into bankruptcy, saying it would lead to
wasteful litigation.

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

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


BERNARD L. MADOFF: Trustee to Sell Firm's NY Mets Tickets
---------------------------------------------------------
The trustee liquidating Bernard L. Madoff Investment Securities
LLC is seeking permission from the U.S. Bankruptcy Court for the
Southern District of New York to sell New York Mets tickets held
by the defunct money-management firm.

Bloomberg News says that according to an April 7 filing with the
Court the season tickets for the baseball team have a face value
of about $60,750.  Trustee Irving Picard plans to auction the
seats on EBay, Bloomberg said.

The Madoff firm, Bloomberg says, had two Delta Club Platinum
season tickets for the Mets, for seats directly behind home plate,
the face value of which ranges from $295 to $695 per ticket
depending on how the club classifies the games. The total face
value was $80,190 for the season.

Because season ticket-holder rights to purchase playoff seats and
tickets for subsequent years wouldn't transfer if those tickets
were sold, Trustee Picard reached an agreement with the Mets to
swap them for Delta Club Gold tickets valued at $60,750.
According to court papers, the report says that The gold seats are
"just a few sections over and few rows behind" the platinum seats
and the Mets agreed to refund the $19,440 difference and make an
opening bid in the auction of half the tickets' face value.

                   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 Wants Bermuda Attys. to Track Assets
---------------------------------------------------------------
Irving Picard, the trustee liquidating Bernard L. Madoff
Investment Securities LLC, is asking the U.S. Bankruptcy Court for
the Southern District of New York for permission to hire attorneys
in Bermuda and Cayman Islands to track down and protect customer
assets.

According to Bloomberg News, Mr. Picard wants to hire Williams
Barristers & Attorneys in Hamilton, Bermuda.  He selected Williams
as special counsel "because of its knowledge, expertise and
experience in liquidation proceedings in the Cayman Islands and
other foreign jurisdictions," the court filing said.

According to Bloomberg, an attorney with the firm, Damien Justin
Williams, said in a declaration that Mr. Picard wants counsel to
represent him in matters related to $80 million held at the Bank
of Bermuda Ltd., which funds belong to the estate.

                   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 OKs Protocol to Sell Market-Making Biz
---------------------------------------------------------------
Bankruptcy Law360 reports that Irving Picard, the trustee in
charge of liquidating Bernard L. Madoff Investment Securities LLC,
is set to auction off its market-making business for as much as
$15 million.

Bankruptcy Law360 says Judge Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York approved
the liquidating trustee's sale procedures.

As reported by the Troubled Company Reporter, Mr. Picard 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.


CAPMARK FINANCIAL: Moody's Downgrades Senior Ratings to 'B2'
------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Capmark Financial Group Inc. to B2 from Ba2.  The ratings
remain under review for possible downgrade.

The rating action is a result of Capmark's failure to repay the
principal balance outstanding on its bridge loan upon maturity on
March 23, 2009.  Although the company has obtained an extension
from holders of about 94% of the outstanding balance until April
9, 2009, Moody's deems that the passing of the March 23rd maturity
date without full payment constitutes a default under Moody's
definition of default.  The lenders of Capmark's bridge loan, to
date, have not declared an event of default.  Moody's notes that
Capmark has about $1.4 billion of readily available cash (as
announced in company's press release dated 2/26/09), but is trying
to modify the bridge loan and may seek an extension in order to
preserve liquidity.

Moody's rating action and continued review for possible downgrade
reflects the on-going uncertainty surrounding Capmark's efforts to
modify terms of its bridge loan agreement and senior credit
facility.  The company commenced active discussions with its
lenders requesting modifications in late February 2009, at which
time it also announced its preliminary pre-tax loss of
$800 million for the fourth quarter 2008.  The February 26th press
release also indicated that if its actual net loss ends up higher
as results are finalized, it could cause the company to breach its
leverage covenant under its loan agreements.  Absent a waiver or
modification, the higher than permitted leverage could constitute
an event of default.  The modification discussions surrounding
both the senior credit facility and bridge loan continue, but
remain unresolved.

Moody's ratings review will also focus on the completed financial
results for 4Q08, Capmark's ability to obtain covenant relief from
its banks, its liquidity outlook in light of borrower refinancing
difficulties, its earnings outlook and the impact to its
franchise.

Moody's indicated that a return to stable outlook would be
predicated upon Capmark resolving its discussions with lenders and
obtaining modification in terms to its bank facility and bridge
loan agreements so that it has adequate operating flexibility and
cushion within its financial covenants going forward.  The stable
outlook would also necessitate maintenance of adequate liquidity.
A downgrade would occur, possibly by multiple notches, if the
debtholders were to declare an event of default or if Capmark were
to experience further liquidity pressure.

These ratings were downgraded and placed under review for possible
downgrade:

* Capmark Financial Group Inc. -- senior unsecured debt to B2
  from Ba2

Moody's last rating action with respect to Capmark Financial Group
was on February 26, 2009 when Moody's downgraded the company to
Ba2 from Baa3.  The ratings were placed under review for possible
downgrade.

Capmark Financial Group Inc., formerly known as GMAC Commercial
Holding Corp., is an industry leader in the commercial real estate
finance, investments and services, with 55 offices worldwide.  It
is headquartered in Horsham, Pennsylvania, USA.

Capmark Financial Group'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 Capmark's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.


CENTRO NP: Fitch Upgrades Ratings on $350 Mil. Facility to 'B+'
---------------------------------------------------------------
Fitch Ratings has upgraded and removed from Rating Watch Positive
these ratings for Centro NP:

  -- $350 million revolving bank credit facility to 'B+/RR1'
     from'CC/RR6';

  -- $830.2 million senior unsecured notes to 'CCC/RR4' from
     'CC/RR6'.

Fitch has also affirmed Centro NP's Issuer Default Rating at
'CCC'.  The Rating Outlook is Negative.

The upgrade of the senior unsecured notes reflects improved
recoveries based on Fitch's view that in the event of a default on
the corporate obligations of Centro NP or Super LLC, Centro's
direct parent, Centro NP would be substantively consolidated with
Super LLC, rather than with their ultimate parent, Centro
Properties Group.  Fitch's Recovery Rating analysis assumes a 9.5%
capitalization rate applied to Centro NP's annualized cash net
operating income pro forma for the transfer of certain assets to
Centro NP Residual JV LLC (Residual JV) as of Sept. 30,2008,
approximately 75% recovery of Residual JV's real estate assets,
50% recovery of the book value of investments in unconsolidated
real estate affiliates (excluding Residual JV) and modest
recoveries of remaining tangible assets.  Fitch based Residual
JV's real estate asset value on the lower of book or market value
disclosed at the time of transfer from Centro NP to Residual JV,
adjusted for recent impairments.  The 25% reduction to value was
determined by comparing Fitch's estimate of Centro NP's real
estate value based on the income capitalization approach described
above to Centro NP's recorded book value.

The analysis incorporated Super LLC's term loan ($1.75 billion),
Residual JV's outstanding indebtedness as of Dec. 31, 2008 of
$1.3 billion as well as Centro NP's liabilities.  This analysis
results in estimated recoveries for Centro's senior unsecured
notes in the 31%-50% range, or 'RR4' per Fitch's recovery
methodology and no rating differential relative to Centro NP's
'CCC' IDR.

In the event substantive consolidation does not occur, Fitch
believes recoveries given default of Centro NP's corporate
obligations would be in the 71%-90% range, which would be
representative of an 'RR2' Recovery Rating.

The upgrade of the $350 million revolving bank credit facility
reflects the improved recovery prospects for this facility.  As
part of the successive debt extension agreements reached during
2008, Centro NP and Residual JV have collateralized certain assets
to support repayment of this facility.  Fitch's recovery
expectations for this facility exceed 91%, which is indicative of
a 'RR1' recovery rating, resulting in a three notch upward
differential above Centro NP's 'CCC' IDR, or 'B+'.

Residual JV is the joint venture that was formed between Super LLC
(51% interest) and Centro NP (49% interest) following the
acquisition of Centro NP by CNP.  It was formed to facilitate
property level financing and provide collateral to Residual JV,
Centro NP and Super LLC lenders.  Residual JV currently owns 161
real estate assets, which were transferred from Centro NP.  The
most recent transfer of assets took place as part of the debt
stabilization reached in January 2009.

Centro NP is a real estate company focusing on the ownership,
management and development of community and neighborhood shopping
centers with total assets of $4.2 billion at Dec. 31, 2008.
Centro NP operates a national portfolio of community and
neighborhood shopping centers across the U.S. and its tenant base
has historically been characterized by a high concentration of
needs-based retailers, such as supermarkets, as well as national
discount chains.  CNP is a Melbourne-based company focused on the
ownership, management, and development of retail shopping centers.
CNP has $17.7 billion of retail property assets as of Dec. 31,
2008, of which $12.1 billion were located in the U.S.


CET RACING: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: CET Racing, LC
        2077 Apopka Blvd.
        Apopka, FL 32703

Bankruptcy Case No.: 09-02434

Debtor-affiliates filing separate Chapter 11 petitions:

    Entity                                     Case No.
    ------                                     --------
CET Diesel, LLC                                09-02439

Chapter 11 Petition Date: March 31, 2009

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

Judge: Jerry A. Funk

Debtor's Counsel: Jason B. Burnett, Esq.
                  Kenneth B. Jacobs, Esq.
                  GrayRobinson, P.A.
                  50 N. Laura Street, Suite 1100
                  Jacksonville, FL 32202
                  Tel: (904) 598-9929
                  Email: jburnett@gray-robinson.com
                         kjacobs@gray-robinson.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/flmb09-02434.pdf

The petition was signed by Robert Altman, Receiver of the company.


CHEM RX: Violates Three Loan Covenants, Payments Current
--------------------------------------------------------
Chem Rx Corporation (OTC Bulletin Board: CHRX - News, CHRXU) said
April 1, 2009, that it was in technical violation of three
financial covenants under its two primary credit facilities as of
December 31, 2008.  Chem Rx continues to be current with all
principal and interest payments (other than as to certain default
interest).  The covenants require the Company to maintain
specified ratios of earnings before interest, taxes, depreciation
and amortization (EBITDA) to fixed charges and total debt, and
restrict the amount of capital expenditures by the Company.  Chem
Rx recorded certain charges in the fourth quarter of 2008,
including an increase to the allowance for doubtful accounts,
which contributed to the Company's inability to meet the debt
covenants.

As reported by the TCR on April 7, Moody's Investors Service
lowered Chem Rx Corporation's corporate family rating and
probability-of-default rating to Caa1 from B3.

Jerry Silva, Chairman and Chief Executive Officer of Chem Rx,
commented, "We are working very closely with our lenders to find a
satisfactory solution that is in the best interest of all parties
involved.  We have made, and continue to make, all required
payments of interest - other than as to certain default interest -
and principal under the credit facilities.  This has included
scheduled principal payments of $500,000 per quarter as required
under the credit facilities, including a scheduled payment made on
March 31, 2009. Importantly, we believe that we have adequate
working capital for the foreseeable future and that we are
currently generating the cash we need to pay our operating
obligations in a timely manner."

Steven Silva, President and Chief Operating Officer, added, "In
the last year, in a very difficult economic environment, we
improved our financial performance in some important respects,
adopted certain key strategic initiatives and maintained our
position as a leader within the institutional pharmacy industry.
In light of this, we are optimistic that Chem Rx should reach a
mutually agreeable solution with our lenders."

Gary Jacobs, Chief Financial Officer, added, "As we look ahead
into 2009, we have a number of strategic initiatives in place that
we believe will help to grow both our top and bottom lines.  For
example, we completed the outsourcing of our delivery function in
our Long Beach, New York center, which will have a positive impact
on earnings in 2009."

The Company also has said it would delay the filing of its annual
report on Form 10-K with the Securities and Exchange Commission,
until it comes to resolution on the covenant violations.  The
Company intends to file a Form 12b-25 to take advantage of the
automatic 15-day extension with the SEC.

                         About Chem Rx

Founded more than 40 years ago, Chem Rx is a major institutional
pharmacy serving the New York City metropolitan area, as well as
parts of New Jersey, upstate New York, Pennsylvania and Florida.
Chem Rx's client base includes skilled nursing facilities and a
wide range of other long-term care facilities.  Chem Rx annually
provides over six million prescriptions to more than 71,000
residents of more than 470 institutional facilities.  Chem Rx's
website address is www.chemrx.net.

As reported by the TCR on April 7, 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.


CHIC LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Chic, LLC
        d/b/a Leon Levin
        Corporate Park, Suite 240
        300 Oak Street
        Pembroke, MA 02359

Bankruptcy Case No.: 09-11934

Chapter 11 Petition Date: March 10, 2009

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: Andrew G. Lizotte, Esq.
                  Hanify & King, P. C.
                  Professional Corporation
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985
                  Email: pas@hanify.com

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

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

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

            http://bankrupt.com/misc/mab09-11934.pdf

The petition was signed by Chic Godfrey, managing member of the
Company.


CHRYSLER LLC: Secures Gov't Aid to Stabilize Payments to Suppliers
------------------------------------------------------------------
Jeff Bennett, Maya Jackson Randall, and Sharon Terlep at Dow Jones
Newswires report that General Motors Corp. and Chrysler LLC have
secured a combined $3.5 billion under a government financial
assistance program for suppliers, as part of the companies'
initial aid requests.

According to Dow Jones, the money will be used to stabilize
payments to suppliers.  Dow Jones says that under the program,
suppliers can choose to insure their accounts receivable or have
the automaker accelerate payments for parts in return for a fee.
Dow Jones relates that GM will oversee $2 billion under the U.S
Department of Treasury program while Chrysler will oversee about
$1.5 billion.  Dow Jones states that the U.S. Treasury Department
said in March that it was allocating about $5 billion to fund the
program.

The program, says Dow Jones, the program is aimed at preventing
collapse among firms suffering from a liquidity crunch as auto
manufacturers cut down production.  Citing a person familiar with
the matter, Dow Jones relates that the program is expected to be
short term -- three or four months.

Dow Jones states that Chrysler said that its program is being
administered by Citibank and is available to suppliers that are
incorporated in the U.S.

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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


CHRYSLER LLC: Won't Can't Avail of Fuel Efficiency Loan Program
---------------------------------------------------------------
Kendra Marr at Washington Post reports that General Motors Corp.
and Chrysler LLC won't get the $25 billion in loans from the
government in May to produce more fuel-efficient cars.

Washington Post relates that under the Energy Department program,
companies must be "financially viable" to receive the loans.
American Bankruptcy Institute says that GM and Chrysler will miss
the benchmark for $25 billion fuel efficiency loan program.
According to Washington Post, the Obama administration has ruled
that GM and Chrysler can't meet that benchmark, giving GM 60 days
to rework its restructuring plan by negotiating concessions from
the United Auto Workers union and its bondholders, and giving
Chrysler 30 days to do the same and complete its proposed alliance
with Fiat.  The report quoted GM spokesperson Kerry Christopher as
saying, "We don't see this as a denial of our application.  Until
the determination that we're a viable company can be made, we're
not going to be given the loans."

According to Washington Post, GM applied for $10.3 billion to fund
projects that include the Chevrolet Volt, while Chrysler is
seeking $8 billion to build hybrids and other battery-powered
vehicles.

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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


CHRYSLER LLC: Revamped Jeep Grand Cherokee Unveiled
---------------------------------------------------
Under government pressure to make more efficient vehicles,
Chrysler LLC revealed a redesigned Jeep Grand Cherokee sport-
utility vehicle that's bigger than the old version and gets better
fuel economy, Bloomberg News' Mike Ramsey reported.  The new Grand
Cherokee was unveiled April 8 at the New York International Auto
Show and is scheduled to go on sale next year.

"It's remarkable in terms of the progress they've made, especially
on interiors. They are trying to move Grand Cherokee upscale.  The
interior on this Grand Cherokee looks like you could have lifted
it from an Audi," Aaron Bragman, a product analyst with IHS Global
Insight Inc. in Troy, Michigan, said in an interview.

According to Bloomberg News, like the current version, the
redesigned SUV is built on a unibody platform, similar to a car,
in which the body incorporates the frame.

The redesigned Grand Cherokee likely would survive liquidation
because it's a high-volume product with a good reputation,
Stephanie Brinley, an analyst at Autopacific Inc. in Troy,
Michigan.

Bloomberg says that Chrysler and Fiat, promoted the redesigned
Grand Cherokee and Chrysler 300 sedan as among the company's "most
successful, iconic models" in the viability plan it submitted to
the government in February.

"It's a critical, core product that has to be done right,"
Stephanie Brinley, Autopacific's Brinley said.  "You can't mess up
a Wrangler and you can't mess up a Grand Cherokee.  They are too
important to Chrysler."

Bloomberg News relates that the Grand Cherokee, first sold in
1992, was among the first SUVs with plush refinements including
leather seats and premium audio systems.  The redesign of the mid-
sized SUV is two inches longer, three inches wider, and gets 11%
better fuel economy than the current version.  The new SUV will
get up to 23 miles per gallon on the highway and 16 in the city,
said Bryan Zvibleman, spokesman for Auburn Hills, Michigan-based
Chrysler, who spoke ahead of the new model's debut.

Chrysler is investing $1.8 billion to upgrade the Detroit assembly
plant that makes the Grand Cherokee, Bloomberg said. The company
didn't reveal prices of the new model. Current Grand Cherokee
models cost from $30,450 to $44,845, according to Edmunds.com.

Meanwhile, American Bankruptcy Institute says GM, Chrysler will
miss the benchmark for $25 billion fuel efficiency loan program.
"Next month, $25 billion in loans aimed at producing more fuel-
efficient cars will start flowing to suppliers and automakers, but
not to General Motors and Chrysler," ABIWorld says.

                        About Chrysler LLC

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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


CINRAM INTERNATIONAL: S&P Downgrades Corp. Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Scarborough, Ontario-based Cinram
International Inc., a wholly owned indirect subsidiary of Cinram
International Income Fund, to 'SD' (selective default) from 'CC'.

S&P also lowered its issue-level rating on Cinram's and its
subsidiaries' senior secured term loan to 'D' from 'CC'.  S&P
expects to keep the 'SD' and 'D' ratings in place through the next
12 months or upon completion of the company's US$150 million cash
buyback.  The recovery rating on the term loan remains at '4',
indicating S&P's expectation of average (30%-50%) recovery for
lenders in the event of a payment default.

In addition, S&P removed the corporate credit and senior secured
term loan ratings from CreditWatch with negative implications,
where they were placed March 25.  At the same time, Standard &
Poor's affirmed the 'CCC+' rating on the company's senior secured
revolving credit facility.  The recovery rating on the revolver is
unchanged at '4', indicating S&P's expectation of average (30%-
50%) recovery for lenders in the event of a payment default.

"These rating actions follow the settlement of Cinram's below-par
debt tender offer, which S&P views as being tantamount to
default," said Standard & Poor's credit analyst Lori Harris.  "We
understand that the company is likely to use its cash balances,
free cash flow, and proceeds from asset disposals to fund these
debt repayments," Ms. Harris added.

Under S&P's criteria, S&P views a formal cash tender offer or
exchange offer at a discount by a company under substantial
financial pressure as a distressed debt exchange and tantamount to
a default.

S&P expects to assign a new corporate credit rating to Cinram,
representative of S&P's assessment of its credit risk following
the completion of the final round of debt repurchases, which S&P
expects to occur within the next 12 months.  S&P believes the
revised capital structure could substantially reduce Cinram's cash
interest expense in the next couple of years and meaningfully
lower the company's debt outstanding.


CMP SUSQUEHANNA: Moody's Changes Default Rating to 'Caa3/LD'
------------------------------------------------------------
Moody's Investors Service changed CMP Susquehanna Corp.'s
Probability-of-Default rating to Caa3/LD from Caa3, reflecting
Moody's view that its recently completed exchange offer
constitutes an effective distressed exchange default.  Moody's
expect to remove the "/LD" designation shortly.  The company's
Caa3 PDR continues to reflect Moody's view that CMP faces a high
probability of further default.

Moody's has taken these rating actions:

* Corporate Family Rating -- affirmed at Caa3

* Probability of Default Rating -- changed to Caa3 / LD from Caa3

* Senior subordinated notes due 2014 -- affirmed at Ca (LGD6,
  adjusted to 96%)

Ratings downgraded:

* Senior secured credit facilities due 2012 / 2013 -- to Caa3
  (LGD3, 48%) from Caa2 (LGD3, 39%)

CMP's SGL-4 liquidity rating is unaffected by this rating action.

The rating outlook is negative.

The last rating action occurred on March 23, 2009 when Moody's
downgraded CMP's CFR and PDR, each to Caa3.

CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a
wholly-owned subsidiary of Cumulus Media Partners LLC, the private
partnership formed by Cumulus Media, Inc. and a consortium of
private equity sponsors.  CMP Susquehanna Corp. owns and operates
32 radio stations in nine markets in the U.S.  The company's
reported revenues of $212 million for the LTM period ended
September 30, 2008.


CONSUMER PORTFOLIO: Moody's Takes Rating Actions on Auto Loans
--------------------------------------------------------------
Moody's has taken rating actions on certain subprime auto loan
transactions sponsored by Consumer Portfolio Services, Inc.
between 2006 and 2008.  The decisions were prompted by Moody's
updated higher loss expectations relative to current levels of
credit enhancement.

Moody's outlook for the US vehicle sector is negative.  The
economy will drive performance, particularly unemployment.
Moody's currently anticipates these transactions to incur lifetime
cumulative net losses between 21.00% and 24.00%.  Moody's had
originally expected cumulative net losses to be between 12.00% and
15.00%.  The weak performance of the recent CPS transactions has
coincided with the challenging economic environment that has put
pressure on auto loan performance in general.

The underlying ratings reflect the intrinsic credit quality of the
notes in the absence of the guarantee.  The current ratings on the
below notes are consistent with Moody's practice of rating insured
securities at the higher of the guarantor's insurance financial
strength rating and any underlying rating.

Complete rating actions are:

Issuer: CPS Auto Receivables Trust 2006-D

Class Description: Class A-3

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on December 31, 2008 Placed Under Review for Possible
     Downgrade

Issuer: CPS Auto Receivables Trust 2006-D

Class Description: Class A-4

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on December 31, 2008 Placed Under Review for Possible
     Downgrade

Issuer: CPS Auto Receivables Trust 2006-D

  -- Class Description: Class B, Downgraded to B1 from Ba3;
     previously on December 21, 2006 Assigned Ba3

Issuer: CPS Auto Receivables Trust 2007-A

Class Description: Class A-2

  -- Current Rating: Baa3; previously on February 18, 2009
     Downgraded to Baa2 and Placed Under Review for Possible
     Downgrade from Baa1

  -- Financial Guarantor: MBIA (B3; previously on February 18,
     2009 Downgraded to B3 from Baa1)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on December 31, 2008 Placed Under Review for Possible
     Downgrade

Issuer: CPS Auto Receivables Trust 2007-A

Class Description: Class A-3

  -- Current Rating: Baa3; previously on February 18, 2009
     Downgraded to Baa2 and Placed Under Review for Possible
     Downgrade from Baa1

  -- Financial Guarantor: MBIA (B3; previously on February 18,
     2009 Downgraded to B3 from Baa1)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on December 31, 2008 Placed Under Review for Possible
     Downgrade

Issuer: CPS Auto Receivables Trust 2007-A

Class Description: Class A-4

  -- Current Rating: Baa3; previously on February 18, 2009
     Downgraded to Baa2 and Placed Under Review for Possible
     Downgrade from Baa1

  -- Financial Guarantor: MBIA (B3; previously on February 18,
     2009 Downgraded to B3 from Baa1)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on December 31, 2008 Placed Under Review for Possible
     Downgrade

Issuer: CPS Auto Receivables Trust 2007-A

  -- Class Description: Class B, Downgraded to B1 from Ba3;
     previously on March 29, 2007 Assigned Ba3

Issuer: CPS Auto Receivables Trust 2007-B

Class Description: Class A-2

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on December 31, 2008 Placed Under Review for Possible
     Downgrade

Issuer: CPS Auto Receivables Trust 2007-B

Class Description: Class A-3

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on December 31, 2008 Placed Under Review for Possible
     Downgrade

Issuer: CPS Auto Receivables Trust 2007-B

Class Description: Class A-4

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa3 from Baa2; previously
     on December 31, 2008 Placed Under Review for Possible
     Downgrade

Issuer: CPS Auto Receivables Trust 2008-A

Class Description: Class A-2

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa1 from A3; previously on
     December 31, 2008 Placed Under Review for Possible Downgrade

Issuer: CPS Auto Receivables Trust 2008-A

Class Description: Class A-3

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa1 from A3; previously on
     December 31, 2008 Placed Under Review for Possible Downgrade

Issuer: CPS Auto Receivables Trust 2008-A

Class Description: Class A-4

  -- Current Rating: Aa3; previously on November 23, 2008
     Downgraded to Aa3 from Aaa

  -- Financial Guarantor: Financial Security Assurance Inc. (Aa3;
     previously on November 21, 2008 Downgraded to Aa3 from Aaa)

  -- Underlying rating: Downgraded to Baa1 from A3; previously on
     December 31, 2008 Placed Under Review for Possible Downgrade


COVENTRY CREEK: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Josh Flory at Knoxville News Sentinel reports that Coventry Creek
LLC has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Eastern District of Tennessee.

Knoxville News relates that the Knox County Industrial Development
Board rejected in March a 15-year, $3.3 million tax-increment
financing request from Coventry Creek for an East Knox County
project -- which includes homes, apartments, retail stores, and
office space.  According to Knoxville News, the tax-increment
financing was aimed at infrastructure improvements, including the
realigning and widening of Washington Pike.

A secondary development plan is in place, Knoxville News states,
citing FairFax Construction President Tim Neal, who has a 20%
interest in Coventry Creek.  Knoxville News relates that developer
Coventry Creek Chief Manager Victor Jernigan has an 80% interest
in the firm.

According to Knoxville News, a foreclosure sale notice had been
filed by First Century Bank on a portion of the property.  Citing
Mr. Jernigan, Knoxville News says that the developers "thought we
were going to reach an agreement, and we just couldn't get it
worked out with the bank."

Knoxville News reports that a meeting of creditors will be held on
April 22.

Knoxville, Tennessee-based Coventry Creek, LLC, filed for Chapter
11 bankruptcy protection on March 26, 2009 (Bankr. E.D. Tenn. Case
No. 09-31612).  Thomas Lynn Tarpy, Esq., at Hagood, Tarpy & Cox
PLLC assists the Company in its restructuring effort.  The Company
listed $0 to $50,000 in assets and $1,000,001 to $10,000,000 in
debts.


DARRELL SEDIG: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Darrell Mark Sedig
        Janice Carol Sedig
        40432 Via Caballos
        Murrieta, CA 92562

Bankruptcy Case No.: 09-14220

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Sedig Masonry Inc.                                 09-11280

Chapter 11 Petition Date: March 9, 2009

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

Judge: Richard M Neiter

Debtor's Counsel: Robert B Rosenstein, Esq.
                  Rosenstein & Hitzeman
                  28600 Mercedes St Ste 100
                  Temecula, CA 92590
                  Tel: (951) 296-3888
                  Fax: (951) 296-3889
                  Email: robert@rosenhitz.com

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

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

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

            http://bankrupt.com/misc/cacb09-14220.pdf

The petition was signed by Darrell Mark Sedig and Janice Carol
Sedig.


DCNC NORTH CAROLINA: Wachovia Seeks to Dismiss Bankruptcy Case
--------------------------------------------------------------
Wayne Faulkner at StarNewsOnline.com reports that Wachovia Bank
has filed a motion in the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania seeking to dismiss the bankruptcy cases
of Goose Marsh, L.L.C., and DCNC North Carolina LLC.

According to StarNewsOnline.com, Wachovia Bank seeks to proceed
with foreclosure and sale of the bankrupt companies' unfinished
subdivisions in Brunswick and Pender counties.  StarNewsOnline.com
states that Wachovia Bank claimed that the companies have no cash
and no plan for reorganization.

Wachovia Bank said in court documents that as of 2008, Goose Marsh
and DCNC owed Wachovia Bank more than $12 million and
$5.8 million, respectively.  Goose Marsh defaulted on its loans
when it failed to make a $500,000 payment on September 30, 2008,
StarNewsOnline.com says, citing Wachovia Bank.  The obligations of
Goose Marsh and DCNC were cross collateralized, making Goose
Marsh's default as DCNC's default as well, StarNewsOnline.com
relates.

Wachovia Bank, according to court documents, alleged that the two
firms' Chapter 11 filing just before the sheriff's sales was a
sign of bad faith.  Court documents say that Wachovia Bank filed
on February a foreclosure hearing notice in Brunswick County
Superior Court for Turtle Creek and Goose Marsh properties and
scheduled a sheriff's foreclosure sales for the properties on
March 17 and 18, respectively.

Bala Cynwyd, Pennsylvania-based DCNC North Carolina I, L.L.C.,
filed for Chapter 11 bankruptcy protection on March 16, 2009
(Bankr. E.D. Pa. Case No. 09-11825).  Leslie Beth Baskin, Esq., at
Spector Gadon Rosen assists the Company in its restructuring
effort.  The Company listed $1,000,001 to $10,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


DEUCE MCALLISTER: Nissan Starts Removing Vehicles From Dealership
-----------------------------------------------------------------
The Associated Press reports that Nissan has begun taking away 20
cars and trucks from Deuce McAllister's Mississippi dealership.

Nissan has the right to remove the vehicles, The AP relates,
citing Mr. McAllister.  As reported by the Troubled Company
Reporter on March 6, 2009, Nissan's financing arm claimed that
Mr. McAllister defaulted on a deal and exceeded his credit line.
The dealership owes more than $6.6 million and almost $300,000 in
interest, but that figure includes the cost of all the cars on the
lot, Nissan stated.

According to The AP, Mr. McAllister said that he still believes he
will be able to return the business to solvency and that he is
seeking investors.

Deuce McAllister is an American football running back who is
currently a free agent.  He was drafted by the New Orleans Saints
23rd overall in the 2001 NFL Draft.  He is also part owner of a
luxury vehicle dealership in Jackson.

As reported by the TCR on March 6, 2009, Mr. McAllister filed a
Chapter 11 bankruptcy petition for his Nissan dealership in
Jackson, Mississippi.


DRUG FAIR: To Test Walgreen's $54MM Offer at April 24 Auction
-------------------------------------------------------------
Drug Fair Group Inc. will hold an auction on April 24 to entertain
competing offers to Walgreen Co.'s bid to buy 32 of 58 drug and
general merchandise stores for $54 million, Bloomberg's Bill
Rochelle said.

The U.S. Bankruptcy Court for the District of Delaware has
approved proposed bid procedures, under which competing bids will
be due April 21.  The Court will seek approval of the sale to
Walgreen's or to the winner of the auction at a hearing on
April 27.

As reported by the TCR on April 7, Drug Fair received final
approval to hire Hudson Capital Partners LLC as agent to conduct
going-out-of-business sales at 22 of the stores not being
purchased by Walgreen Co.  Hudson has guaranteed a recovery of 44%
of the cost of the inventory at the closing stores.

Drug Fair has signed a contract to sell 32 pharmacy locations to
Walgreen, but the sale is still subject to higher and better bids
at an auction.  Walgreen Eastern Co., Inc. is an affiliate of
Walgreen Co., which is a national, public traded drug store chain
with over 6,000 drugstores in 49 states, the District of Columbia
and Puerto Rico.

                    About Drug Fair Group, Inc.

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

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


DUANE KRIESEL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Duane Junior Kriesel
        aka Duane Kriesel
        Alberta Jean Kriesel
        aka Alberta Kriesel
        216 Lazy L
        Eureka Springs, AR 72631

Bankruptcy Case No.: 09-71349

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Harrison)

Judge: Ben T. Barry

Debtor's Counsel: J. Robin Pace, Esq.
                  Attorney at Law
                  2106 S. Walton, Ste. D
                  Bentonville, AR 72712
                  Tel: (479) 273-7020
                  Fax: (479) 273-7074
                  Email: robinpace@cox-internet.com

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

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

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

            http://bankrupt.com/misc/arwb09-71349.pdf

The petition was signed by Duane Junior Kriesel and Alberta Jean
Kriesel.


ENERGY PARTNERS: No Funds to Pay $38 Million Due April 14
---------------------------------------------------------
Energy Partners, Ltd. had until April 3, 2009, to repay the
borrowing base deficiency of $38 million that resulted from the
reduction of its borrowing base under its existing credit
agreement.  The Company disclosed in a regulatory filing with the
Securities and Exchange Commission that on April 3, 2009, it
obtained a consent from a majority in interest of the bank lenders
under its credit agreement, extending the due date for the
repayment of the borrowing base deficiency until April 14, 2009.

The Company, however, noted that it does not have the cash
resources or unencumbered assets to repay the borrowing base
deficiency in full on April 14, 2009, and is continuing to
negotiate a forbearance agreement with the bank lenders under its
credit agreement.  Although the Company is currently in
negotiations with the bank lenders, there can be no assurance that
the negotiations with the bank lenders will be successful.  If the
Company is unable to secure additional financing, restructure its
debt or successfully negotiate a forbearance agreement with its
bank lenders, it may be required to file for bankruptcy
protection.

In March, Energy Partners received a notice of redetermination
from Bank of America, N.A., the Administrative Agent under the the
Credit Agreement dated as of April 23, 2007, that the Company's
borrowing base under the Credit Agreement had been lowered from
$150 million to $45 million, resulting in a borrowing base
deficiency in the amount of $38 million.  Following the receipt of
this notice, the Company considered various alternatives provided
for under the Credit Agreement to repay the borrowing base
deficiency and presented to the Administrative Agent the proposal
of an installment repayment plan.  The Administrative Agent
declined to approve the Company's proposed repayment plan, and as
a result, on March 24, 2009, the Company received a notice from
the Administrative Agent requiring the lump-sum payment by the
Company of $38 million to the bank lenders under the Credit
Agreement by April 3.

Following receipt of the Notice, the Administrative Agent, other
representatives of the Lenders and the Company commenced
discussions regarding a possible forbearance agreement, pursuant
to which the Lenders would waive, postpone or delay the
requirement to repay some or all of the $38 million borrowing base
deficiency, to afford the Company additional time to accomplish a
recapitalization, including by continuing its discussions with an
Ad Hoc Committee representing the holders of a majority of its
$450 million principal amount of senior unsecured notes.  Any
forbearance agreement or waiver would require the approval of the
Lenders holding more than 50% of the commitments under the Credit
Agreement.

An event of default under the Credit Agreement permits the
Administrative Agent or the Lenders holding more than 50% of the
commitments under the Credit Agreement to accelerate repayment of
all amounts due and to terminate the commitments thereunder.  The
Company had said it currently has $83 million drawn under the
Credit Agreement.  Any event of default which results in such
acceleration under the Credit Agreement would also result in an
event of default under the Company's $450 million principal amount
of senior unsecured notes.

                       About Energy Partners

Energy Partners, Ltd. is an independent oil and natural gas
exploration and production company. The Company had interests in
24 producing fields, six fields under development and one property
on which drilling operations were then being conducted, all of
which are located in the Gulf of Mexico Region.

As reported by the TCR on March 18, Standard & Poor's Ratings
Services lowered its corporate credit rating on independent
exploration and production firm Energy Partners Ltd. to 'CCC-'
from 'CCC+'.  Moody's Investors Service earlier downgraded Energy
Partners' Corporate Family Rating to Caa3 from Caa1.


EPIX PHARMACEUTICALS: Gets Restructuring Support From Noteholders
-----------------------------------------------------------------
EPIX Pharmaceuticals, entered into a Restructuring Support
Agreement on April 6, 2009, with an ad hoc committee of four
holders of the Company's 3.00% Convertible Senior Notes due 2024.

Among other things, the Company has agreed to commence an offer to
exchange all the outstanding Notes for (i) 339 shares of common
stock, par value $0.01 per share, (ii) a cash payment of $180.00,
and one contingent value right for each $1,000 principal amount of
Notes.

The Note holders that are party to the Support Agreement have
agreed to tender in the Exchange Offer, and not withdraw, Notes
that they beneficially own representing roughly 83% in aggregate
principal amount of the Notes.  The Note holders have also agreed
to consent to the adoption of proposed amendments to the indenture
governing the Notes to eliminate certain restrictive covenants
contained therein.

The material terms of the Exchange Offer that these Noteholders
have agreed to support by tendering and not withdrawing their
Notes and consenting to the Proposed Amendments include:
      
     * the amount of the cash payment and the number of shares of
       common stock to be issued in the Exchange Offer,

     * the expiration date of the Exchange Offer and that such
       date may only be extended with the consent of holders of
       at least 75% in aggregate principal amount of the Notes,
       and

     * the condition that at least 93% in aggregate principal
       amount of the Notes be validly tendered and not withdrawn,
       which condition may only be modified with the consent of
       the holders of at least 75% in outstanding principal
       amount of the Notes.

The Support Agreement requires that, immediately prior to the
consummation of the Exchange Offer, the Company enter into a
Contingent Value Right Agreement, which sets forth the terms of
the CVRs.  Subject to certain exceptions, each CVR represents the
contractual right to receive additional payments if, within nine
months after completion of the Exchange Offer or sooner in certain
circumstances, the Company consummates any exchange, redemption,
repurchase, prepayment or similar event on account of, or with
respect to, any Notes not tendered in the Exchange Offer for
aggregate cash or non-cash payments having a fair market value in
excess of the sum of the Closing Consideration and any prior
payments made by the Company pursuant to such CVR for each $1,000
of aggregate principal amount outstanding of the Notes.

The Support Agreement also requires that the Company enter into a
Registration Rights Agreement with any holder of Notes that may be
deemed affiliates of the Company under federal securities laws to
permit such holder to resell the common stock received in the
Exchange Offer and any other common stock owned by the Note holder
as of the date of the Registration Rights Agreement.

The Support Agreement also contains a provision whereby the Note
holders that are party thereto agree, among other things, not to
assert, and agree to a full release of, all claims that they may
have against Lantheus or its affiliates in connection with the
Product Sale.  In addition, the Noteholders have also agreed to a
"lock-up" with respect to any shares of common stock issued to
them in the Exchange Offer.  The tiered lock-up period provides
that one third of the total number of shares issued to the Note
holders that are party to the Support Agreement will be released
from the lock-up on each of 30, 60 and 90-day periods following
consummation of the Exchange Offer.

The Support Agreement is terminable in a variety of circumstances
including if the Company fails to commence the Exchange Offer on
or prior to April 9, 2009, and if the Company fails to consummate
the Exchange Offer on or prior to May 11, 2009.  In the event the
Support Agreement is terminated, the holders of Notes party
thereto will no longer be required to tender and not withdraw
their Notes and shall not be required to consent to the Proposed
Amendments.

The Troubled Company Reporter yesterday reported that the Company
has commenced the exchange offer for all of its $100 million
aggregate principal amount of 3.00% Convertible Senior Notes due
2024.  The company will use the net cash proceeds from the sale of
its U.S., Canadian and Australian rights for MS-325.  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.

Holders of roughly 83% of the Notes have committed to tender their
Notes.  The Exchange Offer will expire May 4, 2009, unless
extended by EPIX with the consent of the holders of 75% in
outstanding principal amount of the Notes.

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

A full-text copy of the Company's Restructuring Support Agreement
with the Noteholders is available at no charge at:

                http://ResearchArchives.com/t/s?3b2c

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.


EPIX PHARMACEUTICALS: Sells Product Rights to Lantheus for $28MM
----------------------------------------------------------------
EPIX Pharmaceuticals, Inc., entered into an Asset Purchase
Agreement on April 6, 2009, with Lantheus Medical Imaging, Inc.
for the sale of its rights for MS-325 (formerly marketed as
Vasovist(R), gadofosveset trisodium, by Bayer Schering Pharma AG)
in the United States, including Puerto Rico, Canada and Australia
for aggregate consideration of $28 million in cash and the
assumption of certain liabilities related to MS-325.  MS-325 is a
blood pool magnetic resonance angiograph agent.

The Product Sale was completed on April 6 in accordance with the
terms of the Asset Purchase Agreement.  Following the transaction,
the Company continues to own the rights to MS-325 in countries
other than the United States, Canada and Australia, including the
European Union.  Under the Asset Purchase Agreement, the Company
has granted Lantheus a right of first negotiation to purchase the
rights to MS-325 in these other territories if the Company decides
to sell these rights within five years after closing.

There are no material relationships among the Company and Lantheus
or any of their affiliates, other than with respect to the Asset
Purchase Agreement and related ancillary agreements.

In connection with the transactions contemplated by the Lantheus
Asset Purchase Agreement, the Company also provided to, and
obtained from, Mallinckrodt Inc. a release of claims relating to
the Amended and Restated Strategic Collaboration Agreement, dated
as of June 9, 2000, between the parties.

As reported by the Troubled Company Reporter yesterday, EPIX
Pharmaceuticals 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.  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.  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

The company will use the net cash proceeds from the sale of its
U.S., Canadian and Australian rights for MS-325.  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.

Holders of roughly 83% of the Notes have committed to tender their
Notes.  The Exchange Offer will expire May 4, 2009, unless
extended by EPIX with the consent of the holders of 75% in
outstanding principal amount of the Notes.  The Exchange Offer is
conditioned upon the valid tender of at least 93% of the aggregate
principal amount of the outstanding Notes.

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

                  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.


EPIX PHARMACEUTICALS: Terminates Collaboration Pact With Bayer
--------------------------------------------------------------
EPIX Pharmaceuticals, Inc., entered into a Termination Agreement
with Bayer Schering Pharma AG and TMC Pharma Services, Ltd.

The Termination Agreement settles certain claims for amounts due
under the Amended and Restated Strategic Collaboration Agreement
between Bayer and the Company, which was terminated effective
March 1, 2009.  The Termination Agreement provides Bayer and the
Company with certain rights following the effectiveness of the
termination of the Collaboration Agreement.

Pursuant to the Termination Agreement, the Company has agreed to
pay to Bayer $14,187,000 as reimbursement for development costs
incurred by Bayer under the Collaboration Agreement.  Of this
amount, the Company paid $10,500,000 on April 6, 2009, in
connection with the closing of the sale of MS-325 to Lantheus
Medical Imaging, Inc.  The remaining $3,687,000 will be paid to
Bayer in two installments on April 6, 2010 and 2011.  The payments
will be accelerated and become due 10 business days from the first
commercial sale of MS-325 or the date on which the Company enters
into an agreement to sell its rights in MS-325 to anyone other
than Lantheus.

The Termination Agreement also requires Bayer to file variations
for MS-325 in Canada and Australia and to transfer the MS-325
marketing authorizations to Lantheus in the United States, Canada
and Australia and to TMC in the other countries in which MS-325
has received marking authorization.

There are no material relationships among the Company and Bayer or
any of their affiliates, other than with respect to the
Termination Agreement and related ancillary agreements.

In connection with the transactions contemplated by the
Termination Agreement, the Company also provided to, and obtained
from, Mallinckrodt Inc. a release of claims relating to the
Amended and Restated Strategic Collaboration Agreement, dated as
of June 9, 2000, between the parties.

As reported by the Troubled Company Reporter yesterday, EPIX
Pharmaceuticals 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.  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.  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.

The company will use the net cash proceeds from the sale of its
U.S., Canadian and Australian rights for MS-325.  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.

Holders of roughly 83% of the Notes have committed to tender their
Notes.  The Exchange Offer will expire May 4, 2009, unless
extended by EPIX with the consent of the holders of 75% in
outstanding principal amount of the Notes.  The Exchange Offer is
conditioned upon the valid tender of at least 93% of the aggregate
principal amount of the outstanding Notes.

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

                  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.


FAIRCHILD CORP: Delays Hearings on Financing, Sale Procedures
-------------------------------------------------------------
Fairchild Corp. delayed a confrontation over financing and
procedures for the sale of assets to insiders, Bloomberg's Bill
Rochelle said.

The hearing on Fairchild's motion to sell its aircraft-parts
business, known as Banner Aerospace, was deferred to April 15.
The U.S. Trustee and the Pension Benefit Guaranty Corp. have
expressed opposition to the sale procedures, which has Phoenix
Group, an insider, as initial bidder.  Phoenix Group has two seats
on the board and owns 30% of the Class A common stock of the
Company.

The Court has also adjourned until April 15 the hearing on the
proposed $23 million debtor-in-possession financing from existing
revolving credit lenders.  According to Bloomberg, the new loan
would subsume the existing credit in which PNC National Bank NA is
agent for the lenders.  The Court has extended its order granting
interim access to the DIP loans pending final hearing.

              Salient Terms of the PNC DIP Facility

DIP Borrowers:          Banner Aerospace Holding Company I, Inc.,
                        GCCUS, Inc., NASAM Incorporated,
                        Professional Aviation Associates, Inc.,
                        DAC International, Inc. Professional
                        Aircraft Accessories, Inc.

PNC DIP Facility:       A senior secured, priming super-priority
                        debtor in possession credit facility
                        consisting of a revolving credit facility
                        in the maximum aggregate amount equal to
                        $23 million sublimit for advances under
                        the DIP Ex-Im credit agreement.
                        Availability under the PNC DIP facility
                        will be reduced dollar for dollar by the
                        amounts outstanding under the DIP Ex-Im
                        credit agreement.

Lenders:                PNC Bank, National Association and other
                        financial Institutions from time to time
                        to the PNC DIP facility.

Guarantors and
Guaranty:               The Fairchild Corporation will guaranty
                        the obligations of the DIP borrowers and
                        pledge its holdings of Banner's Stock to
                        secure its obligations under the guaranty.

Designated Purposes:    The proceeds will be used solely for the
                        items, in the amounts and at the times
                        set forth in the Budget to fund pending
                        the sale of DIP borrowers, the working
                        capital needs of DIP borrowers and
                        repayment of the prepetition obligations.

Borrowing Base:         The facility will include up to a
                        $23 million revolving credit facility
                        that includes up to a $12 million
                        sublimit for advances under the DIP Ex-Im
                        credit agreement.

Priority of Security
Interest in
DIP Collateral:         All obligations of the Debtors will be
                        secured by a first priority, perfected
                        lien on all prepetition collateral and
                        postpetition collateral of the DIP
                        borrowers and the senior lien on the
                        pledge of all the stock of Banner by
                        Holdings, subject only to Carve Out,
                        including without limitation, all
                        prepetition obligations.  All liens and
                        security interest of the lenders in the
                        DIP Collateral will be deemed valid and
                        perfected upon the entry of the interim
                        order, without further action required by
                        the lenders.  The lenders will not be
                        required to marshal the DIP Collateral
                        and may foreclose upon and liquidate any
                        of the DIP collateral in any order.

Superpriority:          All of the obligations of the DIP
                        borrowers and Holdings under the PNC DIP
                        Facility will constitute allowed
                        superpriority administrative expense
                        claims in the DIP borrowers' Chapter 11
                        cases with priority over any and all
                        administrative expense claims in the DIP
                        Borrowers' Chapter 11 cases.

Carve Out:              The lenders' liens and security interest
                        in the DIP Collateral and any proceeds
                        received by the lenders from the DIP
                        Collateral after an event of default will
                        be subject to the prior payment of (a)
                        the statutory fees payable to the U.S.
                        Trustee; and (b) the unpaid and
                        outstanding reasonable fees and expenses
                        actually incurred on or after the
                        petition date, with respect to the
                        services performed and approved by a
                        final orders of the Court, by attorneys,
                        accountants, and other professionals
                        retained by the borrowers and any
                        committee appointed, less the amount of
                        any retainers, if any, then held by the
                        persons in a cumulative, aggregate
                        sum not to exceed in the case of all the
                        allowed professional fees incurred on or
                        after Carve Out termination date, the
                        lesser of (I) the actual amount of the
                        allowed professional fees incurred on or
                        after the petition date, and (II)
                        $300,000 less the amount of all payments
                        made by or on behalf of the borrows on
                        account of all payments made by or on
                        behalf of the borrowers on account of
                        allowed professional fees and statutory
                        fees after the Carve Out termination date.

Interest Rate:          The sum of (a) the alternate base rate
                        plus 3% with respect to domestic rate
                        loans and (b) the sum of 4% plus the
                        higher of (i) the Eurodollar Rate and
                        (ii) 2% with respect to Eurodollar Rate
                        loans.

Conditions:             Lenders' obligation to make available the
                        interim borrowing is conditioned on: (i)
                        all of the "first day orders" entered;
                        (ii) the Budget being satisfactory to the
                        agent; (iii) entry of the interim order
                        approving the interim borrowing without
                        appeal, stay or modification; (iv) entry
                        of an order acceptable to the agent
                        approving on an interim basis the PNC DIP
                        facility; (v) all PNC DIP liens will have
                        been deemed valid and perfected upon
                        entry of the interim order, (vi) a cash
                        management acceptable to the agent; (vii)
                        the entry of an order approving the
                        subordinated DIP facility; (viii) the DIP
                        Borrowers will have filed a satisfactory
                        motion to establish bidding procedures
                        and authorizing a sale of the DIP
                        borrowers' assets; (ix) the facility fee
                        will have been paid to the lenders; and
                        (x) lenders' expenses and fees will have
                        been paid and reimbursed simultaneous
                        with interim borrowing.

Termination Date:       The date which is the earliest of (a) the
                        date that is 100 days after the petition
                        date; (b) the effective date of a
                        confirmed Plan of Reorganization; (c) the
                        date that is 21 days after the entry of
                        the interim order if the final order has
                        not been entered by the Court by the
                        date; (d) the date of the closing of a
                        sale of substantially all of the DIP
                        borrowers assets; (e)the date of
                        conversion of any DIP borrowers cases to
                        a case under Chapter 7 of the Bankruptcy
                        Code; (f) the date of dismissal of the
                        case; and (g) the earlier date on which
                        all obligations become due and payable
                        under the terms of the PNC DIP agreements.

Fees and Expenses:      Commitment fee of 2% or $460,000, which
                        is not refundable and fully earned upon
                        the entry of the interim order and
                        payable as: (i) $230,000 upon the entry
                        of the interim order and (ii) $230,000 on
                        the earlier of the 60th day after the
                        petition date or the occurrence of an
                        event of default, collateral monitoring
                        fee of $58,000 per month; an unused line
                        fee of 0.25% on the average unused
                        advances under the PNC DIP facility; the
                        agents' reasonable legal fees and
                        expenses; and a field exam fee
                        $850 per man-day plus expenses.

                 About The Fairchild Corporation

Based in McLean, Virginia, The Fairchild Corporation (OTC:FCHD.PK)
-- http://www.fairchild.com/-- operates under three segments:
aerospace, real estate, and motorcycle apparel.  Fairchild's
aerospace segment is engaged in the aerospace distribution
business which stocks and distributes a wide variety of parts to
operators and aerospace companies providing aircraft parts and
services to customers worldwide.  Fairchild also owns and develops
commercial real estate.  Fairchild's motorcycle apparel business
designs and produces apparel under private labels for third
parties, including Harley-Davidson and also owns a 49% interest in
PoloExpress, a business which designs and sells motorcycle
protective apparel, helmets, and a large selection of technical
accessories, for motorcyclists and operates approximately 96
retail shops in Switzerland and Germany.

The Debtors and its affiliates filed for Chapter 11 protection on
March 18, 2009, (Bankr. D. Del Lead Case No.: 09-10899).  Jason M.
Madron, Esq. and Michael Joseph Merchant, Esq. at Richards Layton
& Finger, P.A., represent the Debtors in their restructuring
efforts.  The Debtors' financial condition as of Jan. 31, 2009,
showed total assets of $89,433,000 and total debts of
$228,095,000.


FORD MOTOR: Moody's Raises Long-Term Rating to 'Caa1'
-----------------------------------------------------
Moody's Investors Service raised the long-term rating of Ford
Motor Company's secured term-loan to Caa1 from Ca (equivalent with
the Caa1 rating of the company's secured revolver) and revised the
company's Probability of Default Rating to Caa3/LD from Ca.

Ratings which remain unchanged are the: Caa3 Corporate Family
Rating; Ca rating of the senior unsecured convertible notes,
senior unsecured non-convertible notes, and trust preferred
securities; and, SGL-4 Speculative Grade Liquidity rating.  The
rating Outlook remains Negative.

These rating actions follow the company's announcement that it has
completed the tender and exchange offers initiated on March 4.
The transactions, funded with $2.4 billion in cash and
468 million of Ford common shares, reduce the company's
outstanding debt by $9.9 billion and lower annual interest expense
by more than $500 million.  In addition, with the completion of
this debt restructuring, Ford will have largely satisfied the
three conditions laid out by the US Treasury upon its extension of
bail out loans to General Motors and Chrysler.  These conditions
include: a UAW agreement that provides wage and benefit parity
with transplants; UAW acceptance of common stock for up to 50% of
future VEBA contributions; and, an elimination of two-thirds of
unsecured debt.  This progress has been achieved despite the fact
that Ford has not requested government loans and that GM and
Chrysler, which have accepted funding, have not satisfied these
conditions.

The $9.9 billion debt restructuring results in a reduction of
approximately 15% in the $65 billion of year-end 2008 total
adjusted liabilities included in Moody's Loss Given Default
waterfall for Ford.  Key adjustments included in the LGD liability
waterfall relate to operating leases, unfunded pension obligations
and full utilization of $10.6 billion in committed credit
facilities.  This $9.9 billion reduction in liabilities
contributed to an improvement in the LGD's expected family
recovery rate from 35% to 40%.  The LD designation for the PDR
signifies the limited default that occurred in connection with
Ford's tender and exchange offer; this designation will likely be
removed within several days subsequent to the tender completion.

Despite the benefits of the debt restructuring, Ford's rating
Outlook remains Negative due to the significant operating and
financial challenges facing the company.  Weak global automotive
demand, eroding profitability on trucks and SUVs, and the need to
significantly build profitability in the car and CUV segments will
likely result in automotive operating cash flow remaining negative
through 2010.  Moreover, although Ford continues to maintain that
its cash resources will be sufficient to cover its requirements
through 2010, Moody's remains concerned that these resources will
be insufficient, and that the company will have to access
government loans.  Finally, a bankruptcy filing by Chrysler or GM
within the 30 and 60-day windows established by the Treasury for
the submission of new restructuring plans could be disruptive to
Ford.

The last rating action on Ford was a downgrade of the company's
Probability of Default Rating to Ca on March 4, 2009.

Ford Motor Company, headquartered in Dearborn, Michigan, is a
leading global automotive manufacturer. Ford Credit is Ford's
wholly-owned captive finance company.


FORD MOTOR: Offers Loans to Partsmakers; Not Eyeing Chrysler
------------------------------------------------------------
Greg Miles and Keith Naughton at Bloomberg News reports that Ford
Motor Co. is lending money to partsmakers as it tries to protect
itself from the potential bankruptcies of General Motors Corp. and
Chrysler LLC.

Bloomberg quoted Ford's Americas chief, Mark Fields, as saying,
"Where a supplier needs some financial assistance, we'll do so
where it makes sense for us."  Citing Mr. Fields, Bloomberg states
that a new labor agreement that saves Ford some
$500 million per year will also act as a buffer.

Bloomberg relates that Ford CEO Alan Mulally told the Congress in
December 2008 that the Company might be dragged into court
protection should GM or Chrysler go bankrupt and trigger supplier
failures.  The report quoted Mr. Fields as saying, "We share our
supply base a lot with not only Chrysler and General Motors, but
the other imports.  If there's a significant industry event, we
want to make sure that it's not uncontrolled because if it is,
it's going to affect our production."  Mr. Fields, Bloomberg
states, is attracting buyers concerned about bankruptcy at GM and
Chrysler.

                Ford Not Interested in Chrysler

Citing Mr. Fields, Reuters relates that Ford isn't interested in
acquiring Chrysler assets or brands if that automaker is forced
into bankruptcy.  According to the report, Mr. Fields said, "We're
focused right now on merging Ford around the world right now.
We're focusing on Ford, so no."

   Ford Tests New Vehicle That Complies With Gov't Requirement

Matthew Dolan at The Wall Street Journal reports that Ford Motor
Co., as part of an effort to boost fuel economy under new
government regulations, has picked 100 drivers to test its new
Ford Fiesta subcompact for six months and post their impressions
on Web sites like YouTube, Flickr, and Twitter.

                 Ford Snubs Supplier Aid Program

Jeff Bennett, Maya Jackson Randall, and Sharon Terlep at Dow Jones
Newswires relates that Ford declined to take part in the
government's supplier aid program, saying that it can make
supplier payments from its own funds.  Ford, acoridng to Dow
Joens, is offering its suppliers on a case- by-case basis
everything from loans to a change in payment terms.

                          About Ford Motor

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

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

                           *     *     *

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

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


FRENCH QUARTER PLAZA: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: French Quarter Plaza, LLC
        1343 E Kingsley, Suite G
        Springfield, MO 65804

Bankruptcy Case No.: 09-60529

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Bruce E. Strauss, Esq.
                  Merrick Baker Strauss
                  1044 Main St 7th Flr
                  Kansas City, MO 64105
                  Tel: (816) 221-8855
                  Fax: (816) 221-7886
                  Email: bestrauss@mbslaw.psemail.com

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

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

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

The petition was signed by William R. Jester, member of the
Company.


FRIDAY HARBOR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Friday Harbor Homes, LLC
        a/k/a FH Homes, LLC
        853 Quintana Lane
        Erie, CO 80516

Bankruptcy Case No.: 09-15467

Type of Business: The Company is a Single Asset Real Estate
                  Debtor.

Chapter 11 Petition Date: March 31, 2009

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

Judge: Michael E. Romero

Debtor's Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates, P.C.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Fax: (303) 572-1011
                  Email: jweinman@epitrustee.com

Total Assets: $1,626,916.00

Total Debts: $1,081,361.33

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

          http://bankrupt.com/misc/cob09-15467.pdf

The petition was signed by Oliver E. Frascona, managing member of
the Company.


FUELMAKER CORP: Enters Into Receivership, Will Liquidate
--------------------------------------------------------
FuelMaker Corp. has entered into receivership, with the Toronto
branch of Alvarez and Marsal being instructed to liquidate the
Company's assets, NGV Global reports, citing sole shareholder
Honda of America.

"FuelMaker management was aware that American Honda was trying to
sell its FuelMaker stock and Intellectual Property to a company
that would provide the synergies necessary to move FM to the next
step of efficiency and profitability.  This was public knowledge.
We were shocked to learn this week from a third party (not Honda)
that Honda was planning to put FM into bankruptcy and sell the
assets," NVG Global quoted John Lyon, former President and CEO of
FuelMaker, as saying.

NVG Global notes that though not a core business of Honda America,
FuelMaker's bankruptcy raises questions about Honda's future
commitment to natural gas vehicles in North America.  According to
a report by Yoshio Takahashi at The Wall Street Journal in March,
Honda said that it was seeking a government loan to help shore up
funds at its U.S. operations.

FuelMaker Corporation -- http://www.fuelmaker.com/-- is a
manufacturer of small scale CNG fueling appliances.  FuelMaker was
formed in 1989 and is headquartered in Toronto, Canada.


GENERAL GROWTH: Issues Response to 50% Jump in Shares Monday
------------------------------------------------------------
General Growth Properties, Inc., on Monday said that as a result
of the unusual market activity in the Company's common stock, the
New York Stock Exchange contacted the Company and requested the
Company issue a public statement indicating whether there are any
corporate developments that might explain the unusual activity.

The Company said it is not aware of any corporate developments
that might explain the unusual market activity.

Kathy Shwiff at Dow Jones Newswires reports that the stock price
of General Growth jumped 50% earlier Monday on heavy volume.

Shares of the shopping-mall owner, which is on the verge of
bankruptcy, recently traded up 38% at $1, Ms. Shwiff says.

The Associated Press says Company shares closed up nearly 35%
Monday -- rising 25 cents to 97 cents.  AP notes the shares have
fallen from $44.23 to as low as 24 cents in the past 52 weeks.

According to Ms. Shwiff, before General Growth issued its
statement, analysts and investors speculated the Company could
have brokered a debt-restructuring agreement or found a deep-
pocketed suitor to save it from bankruptcy court.

"Our view continues to be they aren't going into bankruptcy," RBC
Capital Markets analyst Rich Moore said, adding he expects Simon
Property Group Inc. or Westfield Group to buy General Growth's
assets, Ms. Shwiff reports.

"Last week, General Growth said its latest effort to win a
reprieve from bondholders had fallen short.  But its ability to
remain out of bankruptcy shows the unusual dynamic between lenders
and distressed companies in the recession-ravaged commercial-real
estate market," Ms. Shwiff says.

AP says more than 46 million shares were traded Monday.  AP says
the trading was significantly more than normal, as daily trading
volume has been typically less than 10 million shares in the past
few months.

"Under normal circumstances, a company with as much past-due debt
as General Growth would have been forced into Chapter 11
bankruptcy protection by now.  Creditors so far have been willing
to let deadlines pass because they believe there is little to be
gained and much to be lost through a bankruptcy.  General Growth's
mall operations are stable, and many bondholders hope for a
greater recovery outside of bankruptcy court," she adds.

As reported by the Troubled Company Reporter on April 1, 2009, The
Wall Street Journal has said a bankruptcy filing isn't imminent
for General Growth despite its failure to convince bondholders for
a debt extension.  General Growth said on Monday that it concluded
efforts to get holders of $2.25 billion of bonds to grant it a
nine-month reprieve from paying principal and interest on those
bonds, after extending for the third time the deadline on its
"consent solicitation" because not enough bond holders signed up.
General Growth offered the bondholders quarterly payments of
62.5 cents for every $1,000 of bonds, with interest accruing,
which the bondholders didn't accept.  Citing people familiar with
the matter, WSJ said many bondholders were unwilling to forfeit
their ability to demand immediate payment for nine months.

As reported by the TCR on March 31, 2009, General Growth said that
it was continuing discussions with the ad hoc committee of the
holders of all series of The Rouse Company LP unsecured notes and
its syndicate of lenders under the 2006 Senior Credit Agreement,
since TRCLP did not achieve the minimum acceptance levels for the
previously announced consent solicitation from the holders TRCLP
Notes to forbear from exercising remedies with respect to various
payment and other defaults under the TRCLP Notes.  Accordingly,
the consent solicitation expired as of
5:00 p.m., New York City time, on March 27, 2009, in accordance
with its terms.

Ms. Shwiff, citing WSJ, relates that with the credit market for
real-estate deals frozen, there is little hope of General Growth
selling enough malls or development land to pay off debts expected
to reach $3 billion by June.

"Creditors also recognize that bankruptcy is a long, expensive and
unpredictable process that could produce less of a payout than
they would get by working out the problems outside of Chapter 11,"
Ms. Shwiff says.

"Many creditors say General Growth's management is doing a good
job running the company," Ms. Shwiff says.  "Its 200 U.S. malls, a
portfolio second in size only to Simon Property, generate enough
cash to cover interest on the debt. But its properties are
overleveraged and the company lacks the borrowing capacity to
retire those debts as their principal comes due."

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth said in a regulatory filing Sept. 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C'
from 'B'.

Moody's Investors Service on March 24, 2009, downgraded the
ratings on General Growth, certain of its subsidiaries and The
Rouse Company LP to C from Ca senior secured bank debt; to C from
Ca senior unsecured debt.  This concludes Moody's review.


GENERAL GROWTH: To Hold 2009 Shareholders' Meeting on May 13
------------------------------------------------------------
General Growth will hold its 2009 Annual Meeting of Stockholders
on May 13, 2009, at 9:00 a.m. local time at its principal
executive offices located at 110 North Wacker Drive, in Chicago,
Illinois.  The items of business are:

   -- To elect three Class I Directors, each for a term of three
      Years -- Adam Metz, the Company's CEO; Thomas Nolan, Jr.,
      the Company's president; and John Riordan;

   -- To ratify the selection of Deloitte & Touche LLP as its
      independent registered public accounting firm for the year
      ending December 31, 2009; and

   -- To transact other business properly coming before the
      meeting.

Only stockholders of record at the close of business on March 16,
2009, are entitled to vote at the meeting or any postponement or
adjournment of the meeting.

Management will report on the Company's performance during fiscal
year 2008 and respond to appropriate questions from stockholders.
In addition, representatives of Deloitte & Touche LLP are expected
to be at the Annual Meeting to respond to appropriate questions.

No cameras, recording equipment, electronic devices, large bags,
briefcases or packages will be permitted at the meeting.

A full-text copy of General Growth's proxy statement is available
at no charge at http://ResearchArchives.com/t/s?3b2e

Based in Chicago, Illinois, General Growth Properties, Inc.
(NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S.
mall owner, having ownership interest in, or management
responsibility for, more than 200 regional shopping malls in 44
states, as well as ownership in master planned community
developments and commercial office buildings.  The Company's
portfolio totals roughly 200 million square feet of retail space
and includes more than 24,000 retail stores nationwide.  General
Growth is a self-administered and self-managed real estate
investment trust.

General Growth said in a regulatory filing Sept. 30 that its
potential inability to address its 2008 or 2009 debt maturities in
a satisfactory fashion raises substantial doubts as to its ability
to continue as a going concern.

                         *     *     *

As reported by the Troubled Company Reporter on Dec. 11, 2008,
Fitch Ratings, has downgraded the Issuer Default Ratings and
outstanding debt ratings of General Growth Properties to 'C'
from 'B'.

Moody's Investors Service on March 24, 2009, downgraded the
ratings on General Growth, certain of its subsidiaries and The
Rouse Company LP to C from Ca senior secured bank debt; to C from
Ca senior unsecured debt.  This concludes Moody's review.


GENERAL MOTORS: Creditors to Decide on Saab Fate on Monday
----------------------------------------------------------
Agence France-Presse reports that creditors will decide in a court
hearing on Monday if General Motors Corp. Swedish unit Saab
Automobile AB's legal restructuring process can continue.

Swedish news agency TT relates that some 1,300 creditors have been
summoned to the hearing in the Vaenersborg district court in
southwestern Sweden.  If any of the creditors opposes the
restructuring process that Saab started on February 20 to stave
off bankruptcy and become an independent unit, the company would
either have to declare bankruptcy or seek a buyer.

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 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 US$16.6 billion on top of US$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 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: Workers Worry on Spring Hill Plant's Closure
------------------------------------------------------------
The Associated Press reports that workers at General Motors
Corp.'s Spring Hill plant are worried on a possible closure.

According to The AP, the U.S. government has demanded that GM cut
manufacturing capacity and labor costs before it gets any more
federal financial support.  The AP relates that the Spring Hill
plant is currently operating at 24% capacity.

The New York Times' DealBook states that the government might
appoint a chief restructuring officer for GM to serve as its
representative in either a bankruptcy filing or an out-of-court
restructuring.  According to the report, lenders often demand the
hiring of chief restructuring officers to work as liaisons with
creditors inside or outside of bankruptcy.  The appointment of a
chief restructuring officer would shift power away from debtors
toward their lenders, the report says, citing Harvey Miller, a
partner at Weil, Gotshal & Manges.

Reuters relates that debt protection costs for General Motors and
finance unit GMAC rose on March 30 after the government rejected
rescues for GM and Chrysler and forced out GM's CEO, Rick Wagoner.
According to Reuters, Phoenix Partners Group said that GM's five
year credit default swaps rose to an upfront payment of 79.5% the
sum insured plus 500 basis points a year from 77% on March 27,
according to Phoenix Partners Group.  Reuters notes that it would
cost $7.9 million to insure $10 million of debt plus $500,000 a
year.  Reuters states that GMAC's credit default swap rose to 31%,
from 27.5%.

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: Secures Government Aid to Bolster Suppliers
-----------------------------------------------------------
Jeff Bennett, Maya Jackson Randall, and Sharon Terlep at Dow Jones
Newswires report that General Motors Corp. and Chrysler LLC have
secured a combined $3.5 billion under a government financial
assistance program for suppliers, as part of the companies'
initial aid requests.

According to Dow Jones, the money will be used to stabilize
payments to suppliers.  Dow Jones says that under the program,
suppliers can choose to insure their accounts receivable or have
the automaker accelerate payments for parts in return for a fee.
Dow Jones relates that GM will oversee $2 billion under the U.S
Department of Treasury program while Chrysler will oversee about
$1.5 billion.  Dow Jones states that the U.S. Treasury Department
said in March that it was allocating about $5 billion to fund the
program.

The program, says Dow Jones, the program is aimed at preventing
collapse among firms suffering from a liquidity crunch as auto
manufacturers cut down production.  Citing a person familiar with
the matter, Dow Jones relates that the program is expected to be
short term -- three or four months.

Dow Jones states that Chrysler said that its program is being
administered by Citibank and is available to suppliers that are
incorporated in the U.S.

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: Can't Avail of Fuel Efficiency Loan Program
-----------------------------------------------------------
Kendra Marr at Washington Post reports that General Motors Corp.
and Chrysler LLC won't get the $25 billion in loans from the
government in May to produce more fuel-efficient cars.

Washington Post relates that under the Energy Department program,
companies must be "financially viable" to receive the loans.
American Bankruptcy Institute says that GM and Chrysler will miss
the benchmark for $25 billion fuel efficiency loan program.
According to Washington Post, the Obama administration has ruled
that GM and Chrysler can't meet that benchmark, giving GM 60 days
to rework its restructuring plan by negotiating concessions from
the United Auto Workers union and its bondholders, and giving
Chrysler 30 days to do the same and complete its proposed alliance
with Fiat.  The report quoted GM spokesperson Kerry Christopher as
saying, "We don't see this as a denial of our application.  Until
the determination that we're a viable company can be made, we're
not going to be given the loans."

According to Washington Post, GM applied for $10.3 billion to fund
projects that include the Chevrolet Volt, while Chrysler is
seeking $8 billion to build hybrids and other battery-powered
vehicles.

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.


GMAC LLC: Will Acquire ResCap Units Interests & Share Capital
-------------------------------------------------------------
Residential Funding Company, LLC (RFC), an indirect subsidiary of
Residential Capital, LLC (ResCap), entered into a Membership
Interest and Share Purchase Agreement with ResCap indirect parent
GMAC LLC on March 31, 2009, whereby RFC agreed to sell to GMAC (i)
all of the outstanding limited liability company membership
interests in Residential Funding Securities, LLC (RFS), a Delaware
limited liability company and SEC-registered broker-dealer  and
(ii) all of the outstanding share capital of RFC Investments
Limited (RFCIL).  RFCIL owns all of the outstanding share capital
of RFSC International Limited, a broker-dealer registered with the
Financial Services Authority in the United Kingdom (RFSC).  Each
of RFCIL and RFSC are private companies limited by shares
incorporated in England and Wales.

The aggregate consideration to be paid to RFC (i) in exchange for
the RFS Interests will be $43,664,688 in cash (representing the
net book value of RFS as of February 28, 2009, less $500,000) and
(ii) in exchange for the RFCIL Interests will be $16,970,486 in
cash (representing the net book value of RFSC as of February 28,
2009), in each case subject to adjustment after the closing of the
transactions to account for any change (positive or negative) in
net book value of the respective entities between March 1, 2009
and the closing date.  In addition, on the closing date with
respect to the RFS Interests, GMAC will pay to RFC an amount equal
to all outstanding principal due and payable under the existing
$50,000,000 subordinated loan between RFC and RFS, and provide a
new $50,000,000 subordinated loan to RFS in replacement thereof.
This transaction was determined by an independent, third party
financial advisor to be fair to ResCap from a financial point of
view.

The Purchase Agreement contains representations, warranties and
covenants customary for such agreements, and the closing of the
transaction is conditioned upon receipt of required regulatory
approvals applicable to RFS and RFSC.

In connection with the closing of the transaction, the RFS
Interests and the RFCIL Interests will be released from the liens
securing ResCap's senior secured credit facility with GMAC and
ResCap's secured notes.

                         About GMAC LLC

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

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

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

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

                         *     *     *

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


GMAC LLC: ResCap Additional Support Won't Move S&P's 'CCC' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC (CCC/Negative/C) and Residential Capital LLC (CCC/Negative/C)
are not affected by GMAC LLC's announcement of additional support
to Residential Capital LLC.

Residential Capital LLC announced in an 8-k filing that a
subsidiary agreed to sell to GMAC LLC its interests in Residential
Funding Securities LLC (an SEC-registered broker-dealer) and the
outstanding share capital of RFC Investments Ltd.  RFC owns the
outstanding share capital of RFSC International Ltd., a broker-
dealer registered with the Financial Services Authority in the
U.K.  The aggregate consideration for these transactions is about
$61 million.  The transactions are further examples of GMAC LLC's
support for Residential Capital LLC.  Such support enhances
Residential Capital LLC's capital position in what S&P expects to
be period of continued losses.


GOOSE MARSH: Wachovia Bank Seeks to Dismiss Bankruptcy Case
-----------------------------------------------------------
Wayne Faulkner at StarNewsOnline.com reports that Wachovia Bank
has filed a motion in the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania seeking to dismiss the bankruptcy cases
of Goose Marsh, L.L.C., and DCNC North Carolina LLC.

According to StarNewsOnline.com, Wachovia Bank seeks to proceed
with foreclosure and sale of the bankrupt companies' unfinished
subdivisions in Brunswick and Pender counties.  StarNewsOnline.com
states that Wachovia Bank claimed that the companies have no cash
and no plan for reorganization.

Wachovia Bank said in court documents that as of 2008, Goose Marsh
and DCNC owed Wachovia Bank more than $12 million and
$5.8 million, respectively.  Goose Marsh defaulted on its loans
when it failed to make a $500,000 payment on September 30, 2008,
StarNewsOnline.com says, citing Wachovia Bank.  The obligations of
Goose Marsh and DCNC were cross collateralized, making Goose
Marsh's default as DCNC's default as well, StarNewsOnline.com
relates.

Wachovia Bank, according to court documents, alleged that the two
firms' Chapter 11 filing just before the sheriff's sales was a
sign of bad faith.  Court documents say that Wachovia Bank filed
on February a foreclosure hearing notice in Brunswick County
Superior Court for Turtle Creek and Goose Marsh properties and
scheduled a sheriff's foreclosure sales for the properties on
March 17 and 18, respectively.

Bala Cynwyd, Pennsylvania-based Goose Marsh, L.L.C., filed for
Chapter 11 bankruptcy protection on March 16, 2009 (Bankr. E.D.
Pa. Case No. 09-11827).  Leslie Beth Baskin, Esq., at Spector
Gadon Rosen assists the Company in its restructuring effort.  The
Company listed $1,000,001 to $10,000,000 in assets and $1,000,001
to $10,000,000 in debts.


HERTZ CORPORATION: Debt Repurchase Won't Move Fitch's 'BB' Rating
-----------------------------------------------------------------
The Hertz Corporation's offer to repurchase up to $400 million of
unsecured term debt does not affect the company's current 'BB'
Issuer Default Rating, according to Fitch Ratings.

The exchange offer is not considered coercive under Fitch's
methodology, as participation is viewed as voluntary, and
investors are no worse off at this time by declining to
participate in these offers.  Fitch recognizes that Hertz's plan
to repurchase up to $500 million of unsecured term debt represents
a relatively small portion of overall corporate debt and, based on
the terms and conditions provided by the secured creditors, is
structured to ensure that overall liquidity remains sufficient to
meet near-term funding obligations.  Fitch will review the results
of the offers, but currently does not anticipate an impact on
existing ratings, solely as a result of this exchange.

Hertz's Rating Outlook was revised to Negative on Feb. 24, 2009
and reflects Fitch's underlying concerns about the company's
ability to sustain current operating cashflow levels due to
further weakening of demand for rental cars and equipment and
near-term challenges associated with the development of cost-
effective funding alternatives to asset securitization and meeting
2010 maturing debt obligations of $5 billion.

Although 2010 debt maturities are sizeable, Fitch notes that Hertz
has some flexibility and a number of options in meeting these
obligations, including further downsizing of the car rental fleet
and the ability to access other forms of secured funding.  Fitch
believes that headroom under debt covenants, which, at Dec. 31,
2008, included leverage (debt to EBITDA) of less than 5.25 times
(x) and minimum interest coverage of 2.0x, remains adequate for
the rating category.  Leverage and interest coverage equaled 3.71x
and 2.94, respectively, at Dec. 31, 2008.  A significant
deterioration in either measure would likely result in a rating
downgrade.  Furthermore, Fitch notes that weaker than expected
performance through the summer travel season may also have
negative rating implications.


HIGHWAY 65: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Highway 65, LLP
        6520 Carolinda Dr
        Granite Bay, CA 95746

Bankruptcy Case No.: 09-24849

Type of Business: The Company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: March 20, 2009

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

Judge: Thomas Holman

Debtor's Counsel: Stephen M. Reynolds, Esq.
                  424 2nd St #A
                  Davis, CA 95616-4675
                  Tel: (530) 297-5030

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

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

The Debtor's largest unsecured creditor is Sproul Trost LLC, for a
$15,000 bank loan.

The petition was signed by Jason Morehouse, managing member of the
Company.


HOLLIE L. DAVIS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Hollie L. Davis
        301 Steeple Crest North
        Irmo, SC 29063

Bankruptcy Case No.: 09-02433

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Judge: Helen E. Burris

Debtor's Counsel: Jane H. Downey, Esq.
                  Moore Taylor & Thomas PA
                  1700 Sunset Blvd
                  P.O. Box 5709
                  West Columbia, SC 29171
                  Tel: (803) 796-9160
                  Email: jane@mttlaw.com

Total Assets: $3,308,432

Total Debts: $3,308,432

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

          http://bankrupt.com/misc/scb09-02433.pdf

The petition was signed by Hollie L. Davis.


HOME BISTRO: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Home Bistro Foods, Inc.
        190 Banker Road
        Plattsburgh, NY 12901

Bankruptcy Case No.: 09-10908

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       Northern District of New York (Albany)

Debtor's Counsel: Francis J. Brennan, Esq.
                  Nolan & Heller, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  Email: fbrennan@nolanandheller.com

Estimated Assets: $50,001 to $100,000

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/nynb09-10908.pdf

The petition was signed by Steven Jones, CEO of the Company.


HOVNANIAN ENTERPRISES: Moody's Affirms 'Caa1' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed several ratings of Hovnanian
Enterprises, Inc., including the company's corporate family rating
of Caa1 and its probability of default rating of Caa1.  At the
same time, the limited default designation was removed from the
company's probability of default rating, following completion of
the distressed exchange transaction.

The senior unsecured notes and senior subordinated notes were
restored to their pre-transaction rating levels of Caa2 and Caa3,
respectively.  The second lien senior secured notes were lowered
to B2 from B1, the third lien senior secured notes were affirmed
at B3, and the preferred stock was affirmed at Ca.  The
instrument-level ratings and loss given default rates (listed
below) were revised in accordance with Moody's LGD framework and
reflect Hovnanian's capital structure on January 31, 2009, pro
forma for the second quarter debt repurchases disclosed in the
company's first quarter 10-Q filing.  In addition, the speculative
grade liquidity rating was affirmed at SGL-2, and the ratings
outlook remains negative.

It should be noted that the limited default designation assigned
on April 1, 2009, was meant to capture the distressed debt
repurchases that occurred between October 31, 2008 and March 11,
2009 as well as further repurchases of these unsecured debt
securities in which the company may engage over the next twelve
months.

The Caa1 corporate family rating reflects Moody's expectation that
Hovnanian's cash flow performance will weaken considerably in 2009
and be followed by an even weaker 2010.  Even though Hovnanian was
the second-to-last in the industry to turn cash flow positive on a
trailing twelve month basis, it will be among the first in the
industry to once again turn cash flow negative, beginning this
year, after excluding the contribution from tax loss refunds.  In
addition, the ratings consider the thin net worth buffer of
approximately $311 million (after giving 50% equity credit to the
preferred stock and adding back the $210 million from the
company's second quarter gain on debt extinguishment), which
Moody's anticipates will be further reduced by continuing
impairment charges.  As a result, debt leverage, already greatly
elevated at an adjusted 88% (pro forma for the company's second
quarter debt repurchases), is likely to climb even further.
Finally, Moody's is projecting that the company will continue
generating sizable quarterly operating losses well into 2010.

At the same time, the ratings are supported by the company's
comfortable current cash position of about $843 million at January
31, 2009, covenant compliance flexibility, and absence of any
material near term debt maturities.

The negative outlook reflects the expectation of Moody's Corporate
Finance Group that housing market conditions will worsen in 2009,
the bottom is not yet visible, government actions will be helpful
largely at the margin, liquidity will remain tight and lender
behavior uncertain, and 2009 will be a year of greatly reduced
deliveries.

Going forward, the ratings could be lowered further if the company
were to violate the only remaining covenant in its revised
covenant package and/or deplete its cash reserves either through
sharper-than-expected operating losses or through a sizable
investment or other transaction.  The outlook could stabilize if
the company were to generate sizable amounts of operating cash
flow (after excluding contributions from tax refunds) and reduce
debt leverage to a more manageable 60 -- 70% target level.

These ratings reflect Hovnanian's capital structure at January 31,
2009, pro forma for the second quarter debt repurchases disclosed
in the company's first quarter 10-Q filing:

  -- Corporate family rating, Caa1;
  -- Probability of default rating, Caa1;
  -- Second lien senior secured notes, B2 (LGD2, 25%);
  -- Third lien senior secured notes, B3 (LGD3, 40%);
  -- Senior unsecured notes, Caa2 (LGD4, 68%);
  -- Senior subordinated notes, Caa3 (LGD6, 94%);
  -- Preferred stock rating, Ca (LGD6, 97 %); and
  -- Speculative grade liquidity assessment, SGL-2.

The downgrade of the second lien senior secured notes to B2 from
B1 reflects the shrinking debt cushion provided by the senior
unsecured and senior subordinated notes.

All of K. Hovnanian Enterprise's debt is guaranteed by its parent
company, Hovnanian Enterprises, Inc., and its restricted operating
subsidiaries.

Moody's last rating action for Hovnanian occurred on April 1,
2009, at which time Moody's assigned a Caa1/LD to Hovnanian's
probability of default rating following the company's disclosure
of a distressed exchange transaction.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Homebuilding revenues and consolidated net income
for the trailing twelve months ended January 31, 2009 were
approximately $2.5 billion and ($1.2 billion), respectively.


HUNTINGTON BANCSHARES: Moody's Cuts Preferred Ratings on to 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Huntington Bancshares
Incorporated's senior debt to Baa2 from A3.  Huntington Bancshares
Incorporated's subordinate debt was downgraded to Baa3 from Baa1
and preferred to Ba2 from Baa2.  Huntington National Bank's
financial strength rating was downgraded to C- from C+, long term
deposits to Baa1 from A2, and short-term deposits to Prime-2 from
Prime-1.  The Prime-2 rating of Huntington Bancshares Incorporated
was affirmed.  The outlook is negative.  This concludes the review
that began on January 22, 2009.

The downgrade and negative outlook reflects Moody's view that
Huntington's asset quality issues, and the resulting negative
impact on capital and profitability, has decreased the company's
financial strength.  The capital concern is most significant from
a tangible common equity perspective (calculated in accordance
with Moody's methodology).

Moody's views Huntington's asset quality issues to be centered on
its commercial real estate and commercial and industrial
portfolios.  In regards to commercial real estate, the sharp
decline in real estate prices and anticipated deterioration in
loan performance has led Moody's to considerably increase its loss
expectations for this asset class.  For commercial and industrial,
Moody's observes that the company operates in a region of the
United States -- the Midwest and, predominantly, Ohio -- that will
likely experience a more severe economic downturn than elsewhere
in the country, perhaps heralding a long period of higher loan
losses tied to the deteriorating Midwestern economy.

The rating action also reflects that risks that remain in
Huntington's exposure to residential mortgage loans related to
Franklin Credit Management Corporation despite the recent
restructuring of this relationship.

Moody's notes that Huntington has a number of fundamental
strengths, including solid deposit market share in its core Ohio
market and a prudent liquidity position.

The last Huntington rating action was on January 22, 2008, when
Moody's placed Huntington's ratings under review for downgrade.
The rating action conclude that review.  The rating review was
consistent with Moody's February 2009 announcement that it was
recalibrating some of the weights and relative importance attached
to certain rating factors within its current bank rating
methodologies.  Capital adequacy, in particular, has taken on
increasing importance in determining the BFSR in the current
environment.

Downgrades:

Issuer: Huntington Bancshares Capital Trust I

-- Preferred Stock Preferred Stock, Downgraded to Baa3 from
   Baa1

Issuer: Huntington Bancshares Incorporated

  -- Multiple Seniority Medium-Term Note Program, Downgraded to a
     range of Baa3 to Baa2 from a range of Baa1 to A3

  -- Multiple Seniority Shelf, Downgraded to a range of (P)Ba2 to
      (P)Baa2 from a range of (P)Baa2 to (P)A3

  -- Preferred Stock Preferred Stock, Downgraded to Ba2 from Baa2

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa3 from
     Baa1

  -- Subordinate Shelf, Downgraded to (P)Baa3 from (P)Baa1

-- Senior Unsecured Medium-Term Note Program, Downgraded to
   Baa2 from A3

Issuer: Huntington Capital II

-- Preferred Stock Preferred Stock, Downgraded to Baa3 from
   Baa1

Issuer: Huntington Capital III

-- Preferred Stock Preferred Stock, Downgraded to Baa3 from
   Baa1

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1

Issuer: Huntington Capital IV

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1

Issuer: Huntington Capital V

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1

Issuer: Huntington Capital VI

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1

Issuer: Huntington National Bank

  -- Bank Financial Strength Rating, Downgraded to C- from C+

  -- Issuer Rating, Downgraded to Baa1 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa1 from A2

  -- Multiple Seniority Bank Note Program, Downgraded to a range
     of Baa2 to P-2 from a range of A3 to P-1

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa2 from
     A3

  -- Senior Unsecured Bank Note Program, Downgraded to a range of
     Baa1 to P-2 from a range of A2 to P-1

  -- Senior Unsecured Deposit Note/Takedown, Downgraded to Baa1
     from A2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A2

  -- Senior Unsecured Deposit Rating, Downgraded to Baa1 from A2

Issuer: Huntington Preferred Capital, Inc.

-- Preferred Stock Preferred Stock, Downgraded to Baa3 from
   Baa1

Issuer: Sky Bank

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa2 from
     A3

Issuer: Sky Financial Capital Trust I

-- Preferred Stock Preferred Stock, Downgraded to Baa3 from
   Baa1

Issuer: Sky Financial Group, Inc.

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa3 from
     Baa1

Outlook Actions:

Issuer: Huntington Bancshares Capital Trust I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Huntington Bancshares Incorporated

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Huntington Capital II

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Huntington Capital III

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Huntington Capital IV

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Huntington Capital V

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Huntington Capital VI

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Huntington National Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Huntington Preferred Capital, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sky Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sky Financial Capital Trust I

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Sky Financial Group, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Headquartered in Columbus, Ohio, Huntington Bancshares
Incorporated had reported assets of $54.3 billion as of
December 31, 2008.


INSTANT METALS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Instant Metals Company, Inc.
        15248 Stony Creek Way
        Noblesville, IN 46060

Bankruptcy Case No.: 09-04210

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 W. Ohio St., Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  Email: drk@hostetler-kowalik.com

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

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

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

          http://bankrupt.com/misc/insb09-04210.pdf

The petition was signed by Steven R. Snyder, president of the
Company.


JEFFERSON COUNTY: Junk Bond Insurer Syncora to Pay $138 Million
---------------------------------------------------------------
To satisfy claims on sewer bonds issued by Jefferson County,
Alabama, the parent of junk-rated bond insurer Syncora Guarantee
Inc. said it may pay $138 million this year, Bloomberg News'
Martin Z. Braun reported.

According to Bloomberg, Jefferson County has spent more than a
year trying to devise a plan to restructure more than $3 billion
of adjustable-rate sewer obligations.  Interest-rates on the bonds
surged after Syncora and Financial Guarantee Insurance Co., which
also guaranteed the debt, lost their top credit ratings following
unrelated subprime mortgage losses.

Syncora Holdings Ltd., as cited by the report, said it backs about
$1 billion of Jefferson County sewer debt after accounting for
reinsurance and loss reserves.  The Bermuda-based insurer paid
$165 million in claims involving the county's debt through
March 30.  On March 12, Syncora said it had "substantial doubt" it
can continue as a going concern.  The bond insurer had a $2.4
billion policyholders' deficit as of Dec. 31 resulting from loss
reserve and credit impairment charges.

The report notes that Syncora and FGIC sued Jefferson County,
asking a federal court to appoint a receiver to take control over
the sewer system. However, U.S. District Court Judge David Proctor
said he wasn't sure he had the authority to appoint a receiver
with rate-making powers and urged the county and its creditors to
resolve the financial crisis outside the courtroom.

American Bankruptcy Institute has noted that hundreds of small
cities and counties across America are reeling from their reliance
in recent years on risky municipal bond derivatives that went bad.

                     About Jefferson County

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

                          *     *     *

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

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


JOHN CHITLA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: John Douglas Chitla
        2535 Village Manor Way
        Raleigh, NC 27614

Bankruptcy Case No.: 09-02271

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: A. Thomas Small

Debtor's Counsel: Danny Bradford, Esq.
                  Paul D. Bradford, PLLC
                  dba Bradford Law Offices
                  6512 Six Forks Road, Suite 304
                  Raleigh, NC 27615
                  Tel: (919) 758-8879
                  Fax : 919 803-0683
                  Email: dbradford@bradford-law.com

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

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

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

            http://bankrupt.com/misc/nceb09-02271.pdf

The petition was signed by John Douglas Chitla.


JOHN KEMPER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: John T. Kemper, III
        4413 Ravens Crest Drive
        Lexington, KY 40515

Bankruptcy Case No.: 09-50838

Chapter 11 Petition Date: March 22, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Dean A. Langdon, Esq.
                  200 N Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: langdonbk@wisedel.com

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

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

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

            http://bankrupt.com/misc/kyeb09-50838.pdf

The petition was signed by John T. Kemper, III.


JOSEPH GREENLEE III: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Joseph Alan Greenlee, III
        Joan L. Greenlee
        320 Bocage Drive
        Dothan, AL 36303

Bankruptcy Case No.: 09-10607

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Debtor's Counsel: Cameron A. Metcalf, Esq.
                  Espy, Metcalf & Poston, PC
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  Email: cam@emppc.com

Total Assets: $1,302,828.46

Total Debts: $1,302,828.46

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

          http://bankrupt.com/misc/almb09-10607.pdf

The petition was signed by Joseph Alan Greenlee, III, and Joan L.
Greenlee.


KASTERA SNAKE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Kastera Snake River 94 LLC
        12426 W. Explorere Drive, Suite 220
        Boise, ID 83713
        aka
        DBSI Snake River 94 LLC

Bankruptcy Case No.: 09-10987

Chapter 11 Petition Date: March 20, 2009

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Joseph M. Barry, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  17th Floor
                  1000 West Street
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

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

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

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

The petition was signed by Douglas L. Swenson, designated officer
of the Company.


LANDAMERICA FINANCIAL: Southland Unit's Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Southland Title Corporation
        5600 Cox Road
        Glen Allen, VA 23060

Bankruptcy Case No.: 09-32063

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Southland Title of San Diego                       09-32064
Southland Title of Orange County                   09-32065

Chapter 11 Petition Date: March 31, 2009

Debtor-affiliates that filed separate Chapter 11 petitions on
November 26, 2008:

        Entity                                     Case No.
        ------                                     --------
LandAmerica Financial Group, Inc.                  08-35994
LandAmerica 1031 Exchange Services, Inc.           08-35995

Debtor-affiliate that filed a Chapter 11 petition on March 6,
2009:

        Entity                                     Case No.
        ------                                     --------
LandAmerica Assessment Corporation                 09-31453

Debtor-affiliate that filed a Chapter 11 petition on March 27,
2009:

        Entity                                     Case No.
        ------                                     --------
LandAmerica Title Corporation                      09-31943

The chapter 11 cases of the March 6 Debtor and the March 27 Debtor
have been consolidated with the chapter 11 cases of the November
26 Debtors for administrative purposes only.  The Southland
entities have sought consolidation of their Chapter 11 cases with
the cases of the November 26 Debtors, the March 6 Debtor and the
March 27 Debtor for administrative purposes only.

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

Debtor's Counsel: John H. Maddock III, Esq.
                  McGuireWoods LLP
                  One James Center, 901 E. Cary St.
                  Richmond, VA 23219-4030
                  Tel: (804) 775-1178
                  Email: jmaddock@mcguirewoods.com

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

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

A full-text copy of Southland Title Corp.'s petition, including
its largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/vaeb09-32063.PDF

The petition was signed by G. William Evans, president and chief
financial officer of the Company.


LEARNING CARE: S&P Puts 'B' Corp. Rating on Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Learning Care Group (US) Inc., including its 'B' corporate credit
rating, on CreditWatch with negative implications.

Novi, Michigan-based Learning Care Group is the second-largest
provider of institutional child care in the U.S. Total debt was
$282 million as of Dec. 31, 2008.

"The CreditWatch placement is based on our concern about the
recession's impact on demand for institutional child care
services," said Standard & Poor's credit analyst Hal F. Diamond,
"and the company's operating performance and prospects."  Another
factor is the repercussions for liquidity amid tightening
financial covenants.


LEVEL 3: Moody's Assigns 'B1' Rating on $220 Mil. Senior Loan
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new
$220 million senior secured term loan B facility obtained by Level
3 Financing, Inc. (a wholly-owned subsidiary of Level 3
Communications Inc.).  In a separate rating action, with Level 3's
consolidated cash position being bolstered by the proceeds from
the new term loan, the rating agency upgraded the company's
speculative grade liquidity rating to SGL-1 (very good liquidity)
from SGL-2 (good liquidity).  The new debt is an add-on to Level 3
Financing's existing senior secured bank credit facility maturing
in 2014, and is rated equivalently with it. Concurrently, Moody's
also affirmed Level 3's Caa1 corporate family rating , Caa2
probability of default rating, and the negative ratings outlook.

Moody's considers the TLB add-on as pre-funding of a portion of
the company's 2011 debt maturities. According to Bill Wolfe, Vice
President & Senior Credit Officer, "this is a positive liquidity
event that is also positive in terms of dealing with 2011 debt
maturities, a matter that is at the heart of the company's
prevailing Caa1 CFR and Caa2 PDR."  Nevertheless, the magnitude of
the transaction is not sufficient to fully address the potential
of liquidity deteriorating steadily and materially (by way of
declining cash balances) over the next five to seven quarters as
the company addresses maturing indebtedness while it also deals
with weak general economic conditions and uneven capital markets.
In the context of this background, the transaction is recognized
as a positive step but is not sufficient to cause the prevailing
ratings or negative outlook to change.  However, the transaction
significantly bolsters liquidity.  In the context of anticipated
disbursements over the next four quarters, liquidity is very good
and the SGL rating was repositioned accordingly.

Ratings Assignments:

Issuer: Level 3 Financing, Inc.

  -- Senior Secured Bank Credit Facility - Term Loan B, rated B1
     (LGD1, 3%)

Rating Actions and Loss Given Default Assessment Adjustments:

Issuer: Level 3 Communications, Inc.

  -- Corporate Family Rating, affirmed at Caa1

  -- Probability of Default Rating, affirmed at Caa2

  -- Speculative Grade Liquidity Rating, revised to SGL-1 from
     SGL-2

  -- Senior Unsecured Regular Bond/Debenture, unchanged Caa3
     (LGD5, 73%)

  -- Senior Unsecured Conv. Bond/Debenture, unchanged Caa3 (LGD5,
     73%)

  -- Senior Unsecured Conv. Sub. Bond/Debenture, unchanged Caa3
     (LGD5, 84%)

Issuer: Level 3 Financing, Inc.

  -- Senior Secured Bank Credit Facility, unchanged at B1 (LGD1,
     3%)

  -- Senior Unsecured Regular Bond/Debenture, unchanged at Caa1
     with the LGD assessment revised to (LGD3, 34%) from (LGD3,
     33%)

Outlook Actions:

Issuers: Level 3 Communications, Inc.

  -- Outlook unchanged at negative

Moody's most recent rating action concerning Level 3 was taken on
5 March 2009, at which time the company's PDR was revised to Caa2
and CFR affirmed at Caa1.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.


LESLIE MOUNTAIN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Leslie Mountain Coal Company, Inc.
        4976 Wolfcreek Road
        Yeaddiss, KY 41777

Bankruptcy Case No.: 09-60394

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky (London)

Debtor's Counsel: Jamie L. Harris, Esq.
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: jharris@wisedel.com

                  Laura Day DelCotto, Esq.
                  Wise DelCotto PLLC
                  200 North Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Fax: (859) 281-1179
                  Email: delcottobk@wisedel.com

Estimated Assets: $100,001 to $500,000

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/kyeb09-60394.pdf

The petition was signed by Chester H. Foster, Jr., president of
the Company.


LIZ CLAIBORNE: Moody's Cuts Corporate Family Rating to 'Ba3'
------------------------------------------------------------
Moody's Investors Service lowered Liz Claiborne Inc.'s Corporate
Family and Probability of Default ratings to Ba3 from Ba1.  The
rating on the company's EUR350 million senior unsecured notes was
lowered to B2 from Ba2.  The rating outlook is negative.  The
company's Commercial Paper Rating of Not Prime was withdrawn for
business reasons, as the company no commercial paper outstanding.
The ratings conclude the review for possible downgrade that
commenced on January 14, 2009.

The downgrade reflects continued erosion in the company's credit
metrics following weak operating performance during 2008.  The
rating also reflects expectations that Liz's operating performance
will be challenged during 2009, due primarily to weaker macro
economic conditions.

"While the company has taken aggressive steps to reduce costs and
improve liquidity, it continues to face significant challenges to
improve performance of its heritage wholesale brands" said Vice
President & Senior Analyst Scott Tuhy.  He added "The company has
seen weak same store sale performance of the key brands in its
Direct Brand segment, such as Juicy Couture and Lucky Brand Jeans,
due to the weak economic environment and these weak trends are
expected to persist well into 2009".

The negative rating outlook reflects Moody's concerns that credit
metrics could remain at weak levels for an extended period of
time.  This could occur should efforts to improve the performance
of its heritage brands and maintain performance of its Direct
Brand segment prove more challenging than anticipated given the
weak economic environment.

These ratings were downgraded:

  -- Corporate Family Rating to Ba3 from Ba1

  -- Probability of Default rating to Ba3 from Ba1

-- EUR350 million senior unsecured notes to B2 (LGD 5, 85%)
   from  Ba2 (LGD 5, 86%)

This rating was withdrawn:

  -- Commercial Paper at Not Prime

Moody's last rating action on Liz Claiborne Inc. was on January
14, 2009 when the company's ratings were placed under review for
possible downgrade.

Headquartered in New York, Liz Claiborne Inc. is a leading
designer and distributor of apparel and related accessories.  In
addition to the Liz Claiborne brand, the company's brands include
Juicy Couture, Lucky Brand Jeans, Kate Spade, Mexx and DKNY Jeans.


LSK INC.: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: LSK, Inc.
        15248 Stony Creek Way
        Noblesville, IN 46060

Bankruptcy Case No.: 09-04213

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch, III

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 W. Ohio St. Suite 2100
                  Indianapolis, IN 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010
                  Email: drk@hostetler-kowalik.com

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

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

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

          http://bankrupt.com/misc/insb09-04213.pdf

The petition was signed by Steven R. Snyder, president of the
Company.


LYDIA BERNABE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Lydia Llanes Bernabe
        Manuel Ballangca Bernabe
        9550 Gondolier Street
        Las Vegas NV 89178

Bankruptcy Case No.: 09-13257

Chapter 11 Petition Date: March 10, 2009

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Debtor's Counsel: Edward S. Coleman, Esq.
                  9708 South Gilespie Street, Suite A-106
                  Las Vegas, NV 89183
                  Tel: (702) 699-9000
                  Fax: (702) 699-9006
                  Email: mail@coleman4law.com

Total Assets: $1,588,360

Total Debts: $3,214,016

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

            http://bankrupt.com/misc/nvb09-13257.pdf

The petition was signed by Lydia Llanes Bernabe and Manuel
Ballangca Bernabe.


LYONDELL CHEMICAL: Asks Court to Set June 15 as Claims Bar Date
----------------------------------------------------------------
Lyondell Chemical Company and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to:

  (i) establish June 15, 2009, as the deadline for parties to
      file proofs of claim in the Debtors' Chapter 11 cases; and

(ii) approve procedures for the filing of proofs of claim.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, relates that the Debtors have filed their
statements of financial affairs and schedules of assets and
liabilities on April 6, 2009.  The Schedules have included a
substantially complete and accurate list of the Debtors' known
potential creditors, as well as an estimate of the magnitude of
claims against the Debtors' estates.

Mr. Mirick reminds the Court that Rule 3003(c)(3) of the Federal
Rules of Bankruptcy Procedure provides that the Court will fix
the time within which proofs of claim must be filed in a Chapter
11 case.  Moreover, Rule 3003(c)(2) provides that any creditor
whose claim is not scheduled or whose claim is scheduled as
disputed, contingent or unliquidated must file a proof of claim
within the time prescribed by the Court.

By establishing June 15, 2009 as the Bar Date, all potential
claimants will have at least 35 days' notice of the Bar Date for
filing their proofs of claim, Mr. Mirick notes.  Fixing the Bar
Date will, thus, ensure the prompt administration of the Debtors'
Chapter 11 cases, he says.

Each entity that asserts a claim against any Debtor that arose on
or before the Petition Date must file an original proof of claim
either by delivering the Proof of Claim to the Debtors' counsel.
Proofs of claim sent by fax, telecopy or electronic mail will not
be accepted.  The Debtors ask the Court to confirm as timely-
filed proofs of claim that are actually received by the Debtors
before the Bar Date.

The Debtors further ask the Court to apply the Bar Date to all
known creditors, subject to certain exceptions:

  (a) Pursuant to Rule 3005 of the Federal Rules of Bankruptcy
      Procedure, the Debtors ask the Court to establish July 15,
      2009, as the deadline by which guarantors, sureties,
      indorsers, and other co-debtors may file claims under
      Section 501(b) of the Bankruptcy Code.  The Debtors
      believe that the proposed deadline is reasonable because
      it will expire 30 days after the Bar Date as required by
      Rule 3005.  The July 15, 2009 deadline will give
      guarantors, sureties, indorsers and other co-debtors ample
      time to determine whether to file claims against the
      Debtors' estates.

  (b) The Debtors ask the Court to establish as the deadline for
      filing claims arising from the recovery of a voidable
      transfer the later of either (i) the Bar Date; or (ii) the
      first day that is 30 days after the entry of any order or
      judgment approving the avoidance of the transfer.

  (c) The Debtors ask the Court to establish July 6, 2009 as
      deadline by which governmental units may file claims under
      Section 502(b)(9) of the Bankruptcy Code.

  (d) The Debtors ask the Court to provide that if the Debtors
      amend or supplement the Schedules after the passing of the
      Bar Date in a manner that (i) reduces the liquidated
      amount of a scheduled claim; (ii) reclassifies a
      scheduled, undisputed, liquidated, non-contingent claim as
      disputed, unliquidated, or contingent; (iii) reduces the
      priority of a scheduled claim; or (iv) changes the Debtor
      against whom a claim was scheduled, and the claimant does
      not agree with the amendment, then the claimant who has
      not filed a proof of claim before the Bar Date with
      respect to the scheduled claim must file a proof of claim
      after (a) the first day that is 30 days after the mailing
      of the notice of the amendment pursuant to Rule 1009 of
      the Federal Rules of Bankruptcy Procedure, or (b) other
      time as may be established by the Court pursuant to a
      motion to amend the Schedules, but only to the extent the
      proof of claim does not exceed the amount scheduled for
      the claim before the amendment.  If an amendment to the
      Schedule increases the scheduled amount of an undisputed
      liquidated, non-contingent claim, the Debtors ask the
      Court to rule that the creditors are not entitled to file
      a proof of claim.

  (e) The Debtors ask the Court to not require any entity whose
      claim is limited to the repayment of principal, interest
      and other fees and expenses on or under any agreements
      governing any credit facility or debt security issued for
      the benefit of the Debtors pursuant to an indenture, to
      file a proof of claim with respect to the claim on or
      before the Bar Date if the administrative agent under the
      applicable credit facility or the indenture trustee files
      a proof of claim against each Debtor on or before the Bar
      Date.  However, any holder of a Debt Claim wishing to
      assert a claim arising out of a Debt Instrument, will be
      required to file a proof of claim with respect to the
      claim on or before the Bar Date.

The Debtors also ask the Court not to require holders of the
Debtors' equity securities to file a proof of the interest.
However, any equity security holder asserting any rights as a
creditor of any of the Debtors, including a claim relating to the
equity interest or the purchase or sale of the equity interest,
will be required to file a proof of the claim on or before the
Bar Date.

These entities are not required to file a proof of claim on or
before the Claims Bar Date:

  (a) any entity that has already properly filed with the
      Debtors Claims Processing Center, a proof of claim against
      all Debtors against which the entity has a claim utilizing
      a proof of claim form;

  (b) any entity (i) whose claim is listed on the Schedules;
      (ii) whose claim is not "disputed," "contingent," or
      "unliquidated;" and (iii) who does not dispute the amount,
      nature or priority of the claim for the entity as set
      forth in the Schedules;

  (c) any entity that holds a claim that has been allowed by an
      order of the Court entered on or before the Bar Date;

  (d) any person or entity whose claim has already been paid in
      full by the Debtors;

  (e) any holder of a claim for which a specific deadline to
      file a proof of claim has previously been fixed by the
      Court;

  (f) any Debtor holding a claim against another Debtor or any
      of the non-debtor affiliates of the Debtors holding a
      claim against any of the Debtors;

  (g) any entity that holds a claim allowable under Sections
      503, 507(a), 330(a), 331 or 364 of the Bankruptcy Code as
      an administrative expense;

  (h) any current director, officer or employee of the Debtors,
      to the extent that the person's claim against the Debtors
      is for indemnification, contribution, subrogation or
      reimbursement;

  (i) any current employee of the Debtors, or any labor union
      authorized by law to represent any current employee, in
      each case solely with respect to any claim based on the
      payment of wages, salaries and vacation pay arising in the
      ordinary course of business and previously authorized to
      be paid by order of the Court, including the Prepetition
      Employee Wages Order.  However, if the Debtors provide
      notice to any current employee stating
      that the Debtors do not intend to exercise their authority
      to pay the claim, the employee will have until the later
      of either (i) the Bar Date; or (ii) 30 days from the date
      of service of the notice, to file a proof of claim; and

  (j) professionals whose retention in the Chapter 11 cases
      have been approved by the Court, to the extent that
      entity's claim against the Debtors is for postpetition
      amounts due.

The Debtors further ask the Court to direct any entity holding a
claim that arises from the rejection of an executory contract or
unexpired lease to file a proof of the claim on or before the
later of either (i) the Bar Date; (ii) the first day that is 30
days after entry of the order authorizing the rejection of the
executory contract; or (iii) date as the Court may fix in the
rejection order.  Any entity that holds a claim that arises under
Section 503(b)(9) of the Bankruptcy Code must file a proof of the
claim on or before the Bar Date to the extent that the claim has
not been paid.

The Debtors ask the Court to deem the timely reclamation demands
complying with the Reclamation Procedures Order to have satisfied
the requirements for filing a timely proof of claim in the
Debtors' Chapter 11 cases, but only with respect to the claims
asserted pursuant to the Reclamation Procedures.  Any entity who
failed to timely deliver a reclamation demand in accordance with
the Reclamation Procedures will not be entitled to file a proof
of reclamation claim and any entity who intends to assert a claim
in excess of or in addition to the claim asserted in the
reclamation demand will be required to file a proof of claim by
the Bar Date for the additional claim.

Each creditor whose claim is listed on the Schedules will receive
a Proof of Claim Form with the creditor's name and address and
information regarding the nature, amount, and status of its
claims as reflected on the Schedules, together with instructions
for filing a proof of claim and correcting any incorrect name and
address information.  If a creditor disagrees with information
set forth on the Proof of Claim Form, the creditor is required to
file a proof of claim identifying the Debtor against which the
creditor is asserting a claim and the amount and type of the
claim.  Each proof of claim filed must, among others (i) conform
substantially with the Proof of Claim Form or Official Form No.
10; (ii) indicate the Debtor against which the creditor is
asserting a claim; (v) include supporting documentation or an
explanation as to why the documentation is not available; and
(iii) be executed by the individual to whom service of any papers
relating to the claim will be directed.

Any holder of a claim against the Debtors who is required, but
fails, to file a proof of the claim will be forever barred,
estopped, and enjoined from asserting the claim against the
Debtors.  The Debtors and their successors and their estates will
be forever discharged from any liability with respect to the
claim and the holder will not be permitted to vote on any chapter
11 plan or participate in any distribution in the Debtors'
Chapter 11 cases on account of the claim or to receive further
notices regarding the claim.

The Debtors also ask the Court to enjoin from seeking recovery
from an affiliate any holder of a claim against the Debtors that
is guaranteed by a non-debtor affiliate or a claim against a non-
debtor affiliate that is guaranteed by the Debtors who fails to
timely file a proof of claim in the Debtors' chapter 11 cases and
the claim may be discharged if the Debtors seek and obtain relief
after the Bar Date.

                       Bar Date Notice

The Debtors' proposed Bar Date Notice will be published on or
before May 22, 2009.  The Debtors will publish the Bar Date
Notice in USA Today, The Wall Street Journal and Houston
Chronicle in the U.S. and Yomiuri Shimbun for international
publication.  The Bar Date Notice will also be published in The
Financial Times and The Wall Street Journal for worldwide
publication.

The Debtors may determine to publish the Publication Notice in
additional publications as well.  The Debtors thus seek the
Court's authority to enter into transactions to make those
publications and make the reasonable payments required.  The
Debtors further seek the Court's authority to enter into
transactions relating to the translation of the Publication
Notice into foreign languages as applicable to assist in the
dissemination of the notices for foreign creditors.

The Debtors further ask the Court to authorize Epiq Bankruptcy
Solutions, Inc. to mail the Proof of Claim Form, together with
the Bar Date Notice, to the Debtors' creditors to (i) ensure that
each creditor whose claim is listed on the Schedules will receive
a Proof of Claim Form; and (ii) facilitate the matching of
scheduled and filed claims and the claims reconciliation process.
The Debtors have been advised by Epiq that based upon the number
of entities to whom the Debtors propose to provide notice,
including all creditors who are entitled to receive notice,
estimated to be more than 87,000 entities, Epiq will be able to
complete the mailing of the Proof of Claim Forms and Bar Date
Notices no later than 10 days after entry of an order approving
the Claims Bar date Motion.

                          About Lyondell

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Court Permits Panel to Conduct Probe on Merger
-----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York grants the request of the Official Committee
of Unsecured Creditors appointed in Lyondell Chemical and its
affiliates' cases to conduct discovery with respect to the merger
in December 2007 among Basell AF S.C.A., BIL Acquisition Holdings
and Lyondell Chemical Company.

The Court also approves the discovery stipulation between the
Committee and Apollo Management LP.

The Committee, Citibank, N.A., and its affiliates, Merrill Lynch &
Co., Inc., and other entities that will become parties by
executing an additional party addendum, entered into a Court-
approved protective stipulation.

The protective stipulation will govern the handling of all
documents, deposition, testimony, discovery responses and other
materials produced in connection with the Committee's Motion.

Materials which contain or disclose information believed to be
confidential information pursuant to Rule 7026(c)(1)(g) of the
Federal Rules of Bankruptcy Procedure may be designated by the
producing party as confidential material.  Certain Confidential
Materials may be designated Highly Confidential if they are
commercially sensitive.  No entity will be given access to the
Highly Confidential documents unless:

    (i) the documents were so designated by the current employer
        of the entity;

   (ii) the entity has previously seen or received the documents
        or materials;

  (iii) the party that designated the materials as highly
        confidential consents to the access; or

   (iv) the Court orders the access.

Production of the Confidential Material is voluntary.  The
Confidential Materials are solely available to (i) counsel for
the parties, (ii) experts or consultants retained by the parties,
(iii) officers, employees and members of the parties who may be
necessary to assist with the Committee Motion, (iv) witnesses,
(v) other parties-in-interest that parties agree to be provided
with copies of the Confidential Materials, and (vi) the Court and
its personnel.

                          About Lyondell

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Equistar Files Schedules and Statement
---------------------------------------------------------
Equistar Chemical LP delivered to the U.S. Bankruptcy Court for
the Southern District of New York its schedules of assets and
liabilities, disclosing:

A.  Real Property
    Owned                                          $319,168,803
    Easements                                      undetermined
    See http://bankrupt.com/misc/EquistarRealProprty.pdf

B.  Personal Property
B.1 Cash on hand                                          8,050
B.2 Bank Accounts
     Bank of America                                  4,391,889
     Citibank                                           460,036
     JP Morgan Chase Bank                                 2,000
     JP Morgan Chase Bank                             1,957,510
     JP Morgan Chase Bank                               942,050
B.9 Interests in insurance policies
     CIGNA HUL017557Z                                   308,559
     CIGNA HUL017703Z                                   171,638
     CIGNA HUL017555Z                                   124,971
B.13 Stock and interests in business               undetermined
B.14 Interests in partnerships or joint ventures   undetermined
B.16 Accounts Receivable                            515,347,908
B.22 Patents, copyrights and other intellectual
     property                                      undetermined
     See http://bankrupt.com/misc/EquistarB22Patents.pdf

B.23 Licenses, franchises and other general intangibles
      Univation Technologies, LLC License
       Agreement                                   undetermined
B.25 Automobiles, trucks, and other vehicles
      Heavy trucks                                      969,703
      Light trucks                                      397,220
      Trailers                                           84,663
B.28 Office equipment, furnishings, and supplies
      Furniture & Fixtures                            9,073,210
      Telecommunication Equipment                     8,219,729
      Information Systems                             4,408,481
      Office/Data Handling Equipment                    585,850
      Process Computer Hardware                         161,685
      Process Computer Software                           1,055
B.29 Machinery, fixtures, equipment and supplies
      Construction Work in Process                  179,884,302
      Manufacturing Equipment (25 yr. life)       3,171,813,504
      Manufacturing Equipment (15 yr. life)         362,982,555
      Manufacturing Equipment (10 yr. life)          53,115,466
      Manufacturing Equipment (5 yr. life)                5,949
      Pipelines                                      47,759,332
      Capital Spares                                 26,501,457
      Precious Metals                                15,059,586
      Other Non-Depreciable Assets                    9,311,052
      Railcars                                        4,427,883
      R & D Lab Equipment                             1,850,038
      Steam Generators                                   98,602
      Tractors                                           12,113
B.30 Inventory
      OP Feed 400                                   198,435,495
      Alkylate                                       23,155,832
      Crude C4 UN1010                                29,693,999
      HDPE                                           51,769,986
      Ethylene - GLFC                                31,916,638
      LDPE                                           29,865,490
      Performance Products                           20,681,772
      Other Raws                                     18,672,636
      LLDPE                                          17,055,013
      Propylene - Polymer Grade                      16,576,147
      Ethers                                         16,151,103
      Butadiene                                      14,129,424
      Benzene                                        13,140,246
      Natural Gasoline                               12,793,785
      Alcohol & Ether                                12,436,334
      MEG                                            11,220,051
      Propane Feedstock                              11,125,213
      Propylene - Refinery Grade                     10,698,218
      Heavy Pyrolysis Gasoline                       10,403,104
      Ethane-contained                                8,435,555
      Performance Prod - WIP                          5,566,384
      DCPD-103                                        5,486,560
      Amines                                          5,170,649
      Pyrolysis Fuel Oil                              5,162,766
      Normal Butane                                   4,873,103
      Butylenes Mix                                   4,359,462
      Propylene - Chemical Grade                      4,356,638
      DEG                                             4,284,143
      Polypropylene                                   4,054,819
      Ethylene - MDWT                                 3,673,347
      Methyl Tertiary Butyl Ether                     3,386,342
      Ethane-purity                                   2,129,952
      MTBE-Butylenes                                  2,385,791
      Pyrolysis Gas Oil                               2,248,871
      EO                                              1,444,275
      Others                                        103,188,288
      See http://bankrupt.com/misc/EquistarB30Inventory.pdf

B.35 Other personal property                        443,195,436
      See http://bankrupt.com/misc/EquistarB35OtherProprty.pdf

     TOTAL SCHEDULED ASSETS                      $5,902,929,716
     ==========================================================

C.   Property Claimed as Exempt                  Not Applicable

D.   Secured Claim
      ABN AMRO Bank, N.V.
       Interest Rate Swap                            79,749,298
       Cross Currency Swap                            8,227,283
       Total Returns Swap                             2,703,237
      Citibank N.A. and Citibank International PLC
       $9.45-bil First Lien Secured Term Loan B
        (US)                                      5,459,052,990
       $9.45-bil First Lien Secured Term Loan B
        (German)                                  1,258,055,032
       $2-bil First Lien Secured Term Loan A (US) 1,043,638,797
       $2-bil First Lien Secured Term Loan A
        (Dutch)                                     347,981,978
       $1-bil. First Lien Secured Revolver (US)     547,760,793
       $1-bil. First Lien Secured Revolver (Dutch)  146,069,545
      ING Bank N.V. Cross Currency Swap               6,055,246
      JP Morgan Chase Bank                          154,435,625
      Merrill Lynch Capital Corporation
       $3.5 bil. Second Lien Fixed Rate Loans     3,523,090,278
       $2.5 bil. Third Lien Floating Rate Loans   2,555,493,121
       $2-bil. Second Lien Floating Rate Loans    2,059,571,450
      UBS AG Interest Rate Swap                      58,190,000
     Liens                                                    0
      See http://bankrupt.com/misc/EquistarLiens.pdf

E.   Unsecured Non-priority Claims
      Employee Wages Claims                                   0
       See http://bankrupt.com/misc/EquistarEmpWagesClaims.pd
      Deferred Compensation                              52,285
      Tax Authorities                              undetermined
          See http://bankrupt.com/misc/EquistarTaxAuths.pdf

F.   Unsecured Non-Priority Claims
      Unsecured Notes
       Wilmington Trust Company
        EUR615,000,000 8.375% Notes                 258,200,521
        EUR500,000,000 8.375% Notes                 702,682,054
        EUR615,000,000 8.375% Notes                 414,469,410
      Accounts Payable                              248,609,173
       See http://bankrupt.com/misc/EquistarAccountsPayable.pdf
      Litigation                                              0
       See http://bankrupt.com/misc/EquistarLitigation.pdf
      Customer Rebates                             undetermined
       See http://bankrupt.com/misc/EquistarCustRebates.pdf
      Employee Benefit Plans                         18,628,554
       See http://bankrupt.com/misc/EquistarEmpBeneftPlans.pdf
      Employee Claims                                11,814,784
       See http://bankrupt.com/misc/EquistarEmployeeClaims.pdf

     TOTAL SCHEDULED LIABILITIES                $18,904,479,170
     ==========================================================

In its statement of financial affairs, Equistar said it earned
income from the operation of its business within the two years
prior to the Petition Date:

           Year                         Income
           ----                         ------
           2007                     $10,604,616,053
           2008                      10,904,315,594

Alan S. Bigman, chief financial officer of Lyondell Chemical
Company, notes that Equistar also earned $8,292,567 in 2007 and
$906,486 in 2008 as income outside the operation of its business.

Mr. Bigman relates that Equistar made payments within 90 days
before the Petition Date to several creditors aggregating
$2,382,318,403, a break-down of which is available for free at:

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

Equistar also paid these amounts to certain insiders within a
year before the Petition Date:

   Name                              Payment Amount
   ----                              --------------
   John Deasy                            $2,080,579
   Joseph Tanner                            838,336
   James Bayer                               55,135
   Other insiders                             2,262

According to Mr. Bigman, Equistar was a party to civil
proceedings and suits within a year before the Petition Date.  A
list of these lawsuits is available for free at:

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

Equistar says that it has contributed $562,111 a year before the
Petition Date to several sectors, a full-text copy of which is
available for free at:

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

Moreover, Equistar has incurred losses in undetermined amounts
arising from physical damage and business interruption due to
Hurricane Ike in September 2008.

Mr. Bigman says Equistar has transferred these properties within
two years before the Petition Date:

Transferee                    Property                   Value
----------                    --------                   -----
V&M Star                      DOC #100000739          $346,697
Rexco Equipment, Inc.         Hydraulic Cranes          90,040
Rexco Equipment, Inc.         Omega MDL 60 Crane           910
Maple Instruments Ltd.        Stress Rheometer           2,000
Louisiana Chemical Company    C Pellet H2O Exchanger    27,016
Dunns Heat Exchangers         Process Gas Compressors  365,000
CO 130: Lyondell Chemical     Chilled Water Piping to
Company                      Vopak Pipeline         to be set
CO 13O: Lyondell Chemical     75 Ton Refrigeration
Company                      Unit to Vopak Pipeline to be set
CO 13O: Lyondell Chemical     Styrene P/L Pumps to
Company                      Vopak Pipeline         to be set
CO 13O: Lyondell Chemical     Styrene in Plant Piping
Company                      to Vopak Pipeline      to be set
CO 13O: Lyondell Chemical     Electrical to Vopak
Company                      Vopak Pipeline         to be set
CO 13O: Lyondell Chemical     Styrene Chiller to
Company                      Vopak Pipeline         to be set
Allied Alloys                 C3 Splitter Condensers   620,090
Allied Alloys                 Demethanizer Overhead
                              Condenser                115,432
Allied Alloys                 De Butanizer Condenser    86,773
Allied Alloys                 Regerated Gas Coolers     54,742
Allied Alloys                 MAPD Converter
                               Intercoolers             37,837
Allied Alloys                 Acetylene Stripper
                               Overhead Condenser       13,749

Equistar has also closed these accounts within a year before the
Petition Date:

       Bank                            Account Type
       ----                            -----------
       Bank of America                 Controlled Disbursement
       Bank of America                 Payroll
       Bank of America Investments     Investment
       Janus Capital                   Investment
       Bank of New York Mellon         Investment
       Merrill Lynch Investments       Investment
       The Reserve Fund                Investment

The report notes that Equistar paid certain professionals for
debt counseling or bankruptcy-related services rendered within a
year before the Petition Date:

   Firm                                      Amount
   ----                                      ------
   AP Services, LLP                       $3,272,994
   Cadwalader, Wickersham, Taft LLP       10,181,904
   Epiq eDiscovery Solutions Inc.            103,117
   Evercore Partners                       1,125,000

Equistar incurs set-offs during the ordinary course of business,
Mr. Bigman explains.  The set-offs can be voluminous making it
burdensome and costly for the Debtor to list them all, he adds.
Accordingly, Equistar excluded the list of set-offs from the
report.  Similarly, the Debtor receives goods, materials and work
in process from thousands of suppliers and processors on a
consignment basis.  Given the volume of the consigned Materials,
the Debtor has not listed the individual consigned Materials nor
their value, he says.

A list of Equistar's Inventories taken before the Petition Date
is available for free at:

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

Charlie Hall and Eberhard Faller, corporate controllers of
Equistar kept the Debtor's books of account and records within
two years before the Petition Date.  Mr. Hall was accountant to
the Debtor for the year 2007 while Mr. Faller is the Debtor's
current bookkeeper.  PricewaterhouseCoopers Inc. serves as the
auditors of the Debtor's books and records.

Equistar's current partners and shareholders are:

Name                                       Ownership Interest
----                                      -------------------
Lyondell Petrochemical L.P. 1, Inc.                   0.0662%
Lyondell LP3 Partners, LP                                0.3%
Lyondell LP4 Inc.                                     0.0082%
Lyondell Petrochemical L.P. Inc.                      0.3306%
Millennium Petrochemicals GP LLC                      0.0059%
Millennium Petrochemicals Partners, LP                0.2891%

The company's current officers and directors are:

    Name                          Position
    ----                          ---------
    Alan S. Bigman                Director/Officer/Chief
                                  Financial Officer
    Ann P. Graves                 Officer/Assistant
                                  Treasurer, Treasury Operations
    C. Bart De Jong               Director/Officer/Senior Vice
                                  President, Human Relations
    Dale Young                    Officer/Vice President
    Dennis M. Kozak               Officer/Assistant Secretary,
                                  Chief Accounting Officer
    Eberhard Faller               Officer/Vice President &
                                  Controller & Chief Accounting
                                  Officer
    Edward J. Dineen              Director/Officer/Senior Vice
                                  President
    Eric A. Silva                 Officer/Vice President,
                                  Information Technology
    Gareth S. Balhmann            Officer/Assistant Secretary
    Gerald A. O'Brien             Officer/Vice President, Deputy
                                  General Counsel & Secretary
    James W. Bayer                Officer/Senior Vice President
    Jesus Chagoya                 Officer/Assistant Treasurer,
                                  Finance
    Joan K. Pike                  Officer/Assistant Secretary
    Joann L. Beck                 Officer/Assistant Secretary
    Mark F. Wilson                Officer/Assistant Treasurer,
                                  Insurance
    Mindy G. Davidson             Officer/Assistant Secretary
    Nancy Hardjomohamad           Officer/Assistant Secretary
    Stephen R. Wessels            Officer/Assistant Secretary

These officers and directors terminated their relationship with
Equistar within a year before the Petition Date:

    Name                          Title
    ----                          ------
    Alan Bigman                   Power of attorney
    Allen C. Holmes               Vice president, Tax and Real
                                  Estate
    Cees Los                      Power of attorney
    Cindy Gorham                  Assistant secretary
    Claire Liu                    Assistant secretary
    Connie E. Cothran             Assistant secretary
    Eileen Cheng                  Assistant secretary
    Frits Bos                     Power of attorney
    Gerald A. O'Brien             Assistant secretary
    Janna G. Sewell               Assistant secretary
    Jesus Chagoya                 Assistant secretary
    Jose L. Rodriguez             Senior vice president
    Karen A. Twitchell            Vice president and treasurer
    Manfred Dressel               Senior vice president
    Michelle S. Miller            Secretary
    Morris Gelb                   Governance committee member
    W. Norman Phillips, Jr.       Senior vice president

Equistar's pension plans within six years before the Petition
Date are:

  * the Cain Chemical Inc. Pension Plan,
  * the Equistar Chemicals, LP Retirement Plan,
  * the PDG Inc. Pension Plan, and
  * the Pension Plan for Eligible Hourly Represented Employees

                          About Lyondell

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Files Schedules of Assets and Debts
------------------------------------------------------
Lyondell Chemical Co. delivered to the U.S. Bankruptcy Court for
the Southern District of New York on Monday its schedules of
assets and liabilities, disclosing:

A. Real Property
    Buildings and bldg. improvements - manufacturing
     2502 Sheldon Road, Channelview, TX             $23,379,894
     10801 Choate Rd, Pasadena, TX                    8,570,280
     3801 West Chester Pike; Newton Square, PA           75,538
    Bldgs. and bldg. improvements - non-manufacturing
     2502 Sheldon Road; Channelview, TX              18,717,601
     1801 Choate Rd; Pasadena, TX                    11,884,555
     1221 & 1331 Lamar, Houston, TX                   5,688,363
     3801 West Chester Pike; Newton Square, PA          362,587
     1330 Lake Robbins Drive, The Woodlands, TX          36,714
    Easements
     Friendswood Development Company               undetermined
     Houston Pipeline Company                      undetermined
     Air Liquide Large Industries U.S. LP          undetermined
     Arco Chemical Company                         undetermined
     Olin Corporation, Third Election Dristr       undetermined
     Olin Corporation, Third Election Dr           undetermined
     SAP America, Inc.                             undetermined
     SAP Properties, Inc.                          undetermined
    Land improvement - non-manufacturing
     2502 Sheldon Road; Channelview, TX              18,042,814
     2502 Sheldon Road. Channelview, TX              14,031,466
     10801 Choate Rd; Pasadena, TX                    8,479,056
     10801 Choate Rd; Pasadena, TX                    6,170,470
     1221 & 1331 Lamar; Houston, TX                     351,955
     West Chester Pike, Newton Square, PA               351,179
     3801 West Chester Pike; Newton Square, PA              451
    Land
     10801 Choate Rd; Pasadena, TX                    7,885,000
     2502 Sheldon Road; Channelview, TX               3,998,267
    Leasehold Improvements
     3801 West Chester Pike; Newton Square, PA        3,737,021

B.  Personal Property
B.1 Cash on hand                                              0
B.2 Bank Accounts
     Citibank                                         7,483,167
     Citibank                                         3,298,689
     JP Morgan Chase Bank                             2,028,061
     JP Morgan Chase Bank                             1,361,112
     Bank of America                                    897,972
     JP Morgan Chase Bank                               244,854
     JP Morgan Chase Bank                                28,068
     JP Morgan Chase Bank                                10,343
     JP Morgan Chase Bank                                 8,369
     JP Morgan Chase Bank                                 5,060
B.3 Security Deposits
     Prepaid rent                                       600,596
B.4 Household goods and furnishings                           0
B.5 Books, pictures and other art objects
     Artwork - New Town Square                           59,291
B.6 Wearing apparel                                           0
B.7 Furs and jewelry                                          0
B.8 Firearms and sports                                       0
B.9 Interests in insurance policies
     John Hancock 3471649                             6,021,745
     John Hancock 3471595                             2,404,780
     John Hancock 3471502                             1,748,198
     John Hancock 3471537                             1,091,417
     John Hancock 3471469                             1,013,192
     Others                                          25,600,002
     See http://bankrupt.com/misc/Lyondell_B9InsurancePolicies.pdf
B.10 Annuities                                                0
B.11 Interests in an education IRA                            0
B.12 Interests in IRA, ERISA, Keogh or
      other pension plan                                      0
B.13 Stock and interests in business               undetermined
B.14 Interests in partnerships or joint ventures   undetermined
B.15 Government and corporate bonds                           0
B.16 Accounts Receivable                            206,827,405
B.17 Alimony, maintenance and property settlements            0
B.18 Other liquidated debts                                   0
B.19 Equitable or future interests, life estates              0
B.20 Contingent and non-contingent interest                   0
B.21 Other contingent and unliquidated claims                 0
B.22 Patents, copyrights and other intellectual
      property                                     undetermined
     See http://bankrupt.com/misc/Lyondell_B22Patents.pdf

B.23 Licenses, franchises and other general intangibles
      License Agreements
       Axens S.A.                                  undetermined
       Baotou Iron & Steel Co. Ltd.                undetermined
       CDTech Agreement                            undetermined
       GTC Technology Inc.                         undetermined
       Henan Shenma Nylon Chemical Co.             undetermined
       Henan Shuncheng Group Coking Co.            undetermined
       Kvaerner                                    undetermined
       Linhuan Coking Company                      undetermined
       Panjin Zhen'Ao Chemical Industry            undetermined
       Zhangjiagan Hongfa                          undetermined
B.24 Customer lists or other compilations                     0
B.25 Automobiles, trucks, and other vehicles
      Heavy Trucks                                       78,877
      Automobiles                                        57,441
      Trailers                                           52,437
B.26 Boats, motors, and accessories
      Barge #USL 140                                    424,944
      Barge #USL 146                                    424,944
      Barge #USL 145                                    334,805
      Barge #USL 147                                    334,805
      Barge #USL 148                                    334,805
      Barge #CC132                                      211,043
      Barge #CC133                                      211,043
       Barge #CC134                                      211,043
B.27 Aircraft and accessories                                 0
B.28 Office equipment, furnishings, and supplies
       Furniture & Fixtures                           5,279,663
       Information Systems                            5,627,653
       Office/Data Handling Equip.                        2,170
       Telecommunication Equipment                    3,276,438
B.29 Machinery, fixtures, equipment and supplies
      Capital Spares
       Channelview, TX                                  952,984
       Pasadena, TX                                     129,449
       Newton Square, PA                                 12,522
       Construction Work In Process                    8,854,967
      Manufacturing Equipment
       Channelview, TX                              404,564,604
       Pasadena, TX                                 216,712,123
       Newton Square, PA                              8,612,837
       Houston, TX                                    4,694,643
       Westlake, LA                                   3,371,421
      Other Non-Depreciable Assets
       Channelview, TX                                2,578,235
       Pasadena, TX                                      61,461
      Pipelines -- Channelview, TX                    1,102,749
      R & D Lab Equipment -- Newton Square, PA 1        664,724
      Railcars
       Pasadena, TX                                   2,037,342
       Channelview, TX                                  511,586
      Steam Generators Newton Square, PA                 57,454
      Tractors Channelview, TX                           29,264
B.30 Inventory
      Glycols                                        40,141,065
      MTBE                                           39,929,676
      Styrene                                        28,118,983
      Normal Butane                                  14,637,607
      Arcosovs - Ether                               12,570,865
      Ethyl Benzene                                  12,443,247
      Propylene Oxide                                11,808,550
      Deicers                                        11,457,386
      RTBA                                           10,226,117
      Solvents                                        7,023,763
      NMP                                             6,351,912
      Isobutane                                       5,858,332
      Bdo                                             5,566,953
      PTMEG                                           4,678,541
      TPGA                                            4,684,350
      Methanol                                        4,524,983
      Others                                          3,867,954
      Acetone                                         2,756,082
      Benzene                                         2,321,627
      Propylene                                       2,304,938
      Allyl Alcohol                                   2,191,754
      Isobutylenes                                    2,021,482
      SM Recycle/SM WIP Inv Chg                       3,355,552
      TDI                                             2,579,499
       THF                                             2,513,737
      MPD                                             1,902,928
      Fgas/HCl/Tpnb                                   1,529,375
      Nat Gas/Propane 92/RFO                          1,431,341
      IPOH                                            1,354,125
      PO Crude / PO WIP                               1,158,140
      SAA-100                                         1,171,119
      See http://bankrupt.com/misc/Lyondell_B30Inventory.pdf
B.31 Animals                                                  0
B.32 Crops                                                    0
B.33 Farming equipment and implements                         0
B.34 Farm supplies, chemicals and feed                        0
B.35 Other personal property                        129,322,424
     See http://bankrupt.com/misc/Lyondell_B35OtherProperty.pdf

     TOTAL SCHEDULED ASSETS                      $1,446,389,127
     ==========================================================

C.   Property Claimed as Exempt                  Not Applicable

D.   Secured Claim
      ABN AMRO Bank, N.V.
       Interest Rate Swap                            79,749,298
       Cross Currency Swap                            8,227,283
       Total Returns Swap                             2,703,237
       Citibank N.A. and Citibank International PLC
       $1-bil. First Lien Secured Revolver (US)     547,760,793
       $2-bil. First Lien Secured Revolver          347,981,978
       $1-bil First Lien Secured Revolver (Dutch)   146,069,545
       $9.45-bil Fist Lien Secured Term Loan B
        (German)                                  1,258,055,032
       $9.45-bil. First Lien Secured Term Loan B
        (US)                                      5,459,052,990
       $2-bil. First Lien Secured Term Loan A
        (US)                                      1,043,638,797
      ING Bank N.V. Cross Currency Swap               6,055,246
      Merrill Lynch Capital Corporation
       $3.5 bil. Second Lien Fixed Rate Loans     3,523,090,278
       $2.5 bil. Third Lien Floating Rate Loans   2,555,493,121
       $2-bil. Second Lien Floating Rate Loans    2,059,571,450
      The Bank of New York Mellon
       $225-mil. Lyondell Arco Debentures           234,555,000
       $100-mil. Lyondell Arco Debentures           101,879,167
       UBS AG Interest Rate Swap                      58,190,000
     Liens                                                    0
      See http://bankrupt.com/misc/Lyondell_D2LienHolders.pdf
     Letters of Credit                                        0
      See http://bankrupt.com/misc/Lyondell_D3LOCs.pdf

E.   Unsecured Non-priority Claims
      Employee Wages Claims                                   0
      See
http://bankrupt.com/misc/Lyondell_E1EmployeeWagesClaims.pdf
      Deferred Compensation                             146,631
      Tax Creditors holding Unsecured claim         undetermined
       See http://bankrupt.com/misc/Lyondell_E3TaxCreditors.pdf

F.   Unsecured Non-Priority Claims
      Unsecured Notes
       Wilmington Trust Company
        EUR500,000,000 8.375% Notes                 702,682,054
        EUR615,000,000 8.375% Notes                 414,469,410
        EUR150,000,000 Equistar Debenture           258,200,521
        JPMorgan Chase Bank                         154,435,625
       Wachovia Bank NA                              63,445,000
       AI International, S.A.R.L.                     1,487,944
       Lyondell Chemical Company and Millennium
        Chemicals Inc shareholders with unredeemed
        Shares                                     undetermined
      Accounts Payable
       Air Liquide America Corp.                     11,110,276
       BP Energy Company                              7,301,600
       SAP America Inc.                               7,269,368
       BP Products North American Inc.                4,140,192
       Enterprise Texas Pipeline LLC                  3,297,427
       Altura Cogen LLC                               3,063,732
       Carpenter Chemical Co.                         2,898,919
       Air Liquide America Corp.                      2,548,811
       Baypo c/o Bayer Corp.                          2,258,301
       BASF Corporation                               1,752,240
       Air Products LLC                               1,740,641
       Dana Transport Inc.                            1,271,935
       Shell Chemical Company                         1,212,000
       PPG Industries Inc.                            1,180,426
       CDI Engineering Group Inc.                     1,092,571
       Union Pacific Railroad                         1,048,321
       PMI Trading Ltd.                               1,014,179
       Jacobs Field Svcs North America Inc.           1,013,303
       DCP Midstream - DCP NGL Services LP              974,774
       Austin Industrial Maintenance                    945,009
       Gulf Coast Waste Disposal                        916,496
       Methanex Methanol Company                        914,400
       Hewlett-Packard Corporation                      911,507
       Kirby Inland Marine                              884,178
       Union Carbide Corporation                        803,034
       Heniff Transportation Systems                    787,093
       American Commercial Barge Line                   744,554
       Clear Creek ISD Tax Office                       705,721
       Microsoft Corporation                            688,549
       Cimarex Energy Company                           621,063
       Chevron Products Company                         617,875
       Stolt-Nielsen USA Inc.                           611,450
       Arch Chemicals Inc.                              545,800
       Taminco Methylamines Inc.                        545,754
       Texas Molecular LLC                              498,188
       Univar USA Inc.                                  491,338
       American Occupational Health                     497,263
       Labvantage Solutions                             481,250
       Oracle Corporation                               443,563
       Ernst & Young LLP                                411,190
       Byrnes Oil Co. Inc.                              407,075
       Quest Separation Tech Inc.                       405,118
       Accenture LP                                     395,229
       BT Conference Video Inc.                         391,000
       Tracer Construction Company                      367,497
       FMC Corporation/Lithium Division                 365,150
       Acuren Inspection Inc.                           357,719
       Others                                        32,640,867
       See http://bankrupt.com/misc/Lyondell_F2AcctsPayable.pdf
      Litigation
       BASF Corporation                             206,407,918
       Others                                      undetermined
       See http://bankrupt.com/misc/Lyondell_F3Litigation.pdf
      Customer Rebates                             undetermined
      See http://bankrupt.com/misc/Lyondell_F4CustomerRebates.pdf
      Employee Benefit Plans                         38,517,427
      See http://bankrupt.com/misc/Lyondell_F5EmpBenefitPlans.pdf
      Employee Claims                                20,660,480
      See http://bankrupt.com/misc/Lyondell_F6EmployeeClaims.pdf

     TOTAL SCHEDULED LIABILITIES                $19,397,963,541
     ==========================================================

Lyondell Chemical also filed its statement of financial affairs.
Alan S. Bigman, chief financial officer of Lyondell Chemical
Company, discloses that Lyondell Chemical Co. generated revenues
from business operations within the two years immediately
preceding the Petition Date:

         Year                           Income
         ----                           -------
         2007                       $3,648,207,050
         2008                        3,898,418,818

Lyondell Chemical also gained annual income totaling $9,126,274
for 2007, and $1,106,645 for 2008, from other sources other than
the operation of its business.

Mr. Bigman notes that Lyondell Chemical has made payments
aggregating $2,169,762,598 to creditors within 90 days before the
Petition Date.  A schedule of the Payments made to Creditors is
available for free at:

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

Moreover, the Lyondell Chemical has paid certain insiders an
aggregate of $38,397,049 within 90 days before the Petition Date.
A schedule of the Payments made to Insiders is available for free
at:

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

Mr. Bigman relates that the Lyondell Chemical was party to about
60 suits and civil proceedings within one year before the
Petition Date.  A complete list of the lawsuits is available for
free at:

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

Lyondell Chemical has donated $990,747 a year before the Petition
Date to several institutions, including schools and
organizations.  A list of the gifts is available for free at:
http://bankrupt.com/misc/Lyondell_Gifts.pdf

According to Mr. Bigman, Lyondell Chemical has incurred losses in
undetermined amounts from the business interruption and physical
damage brought by Hurricane Ike in September 2008.

Lyondell Chemical has likewise paid certain professionals for
debt counseling or bankruptcy-related services rendered within
one year before the Petition Date:

   Firm                                      Amount
   ----                                      ------
   AP Services, LLP                       $3,272,994
   Cadwalader, Wickersham, Taft LLP       10,181,904
   Epiq Ediscovery Solutions Inc.            103,117
   Evercore Partners                       1,125,000

Lyondell Chemical has transferred these properties within two
years before the Petition Date:

Transferee                    Property                     Value
----------                    --------                     -----
Tex-Trude                     Land: 3.5 acres west       $45,000
                              of CXO facility

Lyondell Basell Industries    Crane-motor 33 ton cap   to be set

Lyondell Basell Industries    LXO TDI assets           2,456,292

Cristal Global                Computer hardware            5,000

Moreover, Lyondell Chemical has closed these accounts in these
financial institutions within a year before the Petition Date:

   Bank                            Nature of Account
   ----                            -----------------
   Bank of America                 Controlled disbursement
                                   Payroll

   Bank of America Investments     Investment

   Goldman Sachs                   Investment

   JP Morgan Chase Bank            for remediation of Beaver
                                   Valley

   The Bank of New York Mellon     Investment

   Salomon Smith Barney            Stock Option Flow Account

   The Reserve Fund                Investment

Mr. Bigman explains that Lyondell Chemical incurs set-offs during
the ordinary course of business.  The set-offs can be voluminous
making it burdensome and costly for the Debtor to list them all.
Thus, Lyondell Chemical excluded the list of set-offs from the
report, he says.  Similarly, Lyondell Chemical receives goods,
materials and work in process from thousands of suppliers and
processors on a consignment basis.  Given the volume of the
consigned Materials, the Debtor has not listed the individual
consigned Materials nor their value.

Charlie Hall and Eberhard Faller, corporate controllers of
Lyondell Chemical kept the Debtor's books of account and records
within two years before the Petition Date.  Mr. Hall was
accountant to the Debtor for the year 2007 while Mr. Faller is
the Debtor's current bookkeeper.

PricewaterhouseCoopers Inc. serves as the auditors of the
Debtor's books and records.

Lyondell Chemical cites these inventories taken before the
Petition Date:

Type and Site                  Supervisor                 Amount
-------------                  ----------                -------
Chemicals - Bayport      Yvette Alfonso/Okey Heath   $56,107,633
Chemicals - Channelview  Marinda Simmons              42,235,461
Chemicals - Channelview  Yvette Alfonso/Okey Heath    48,675,029
Chemicals - Deer Park    Patti Kolacny/Alison Penny   83,114,804
Chemicals - Deer Park    Kasey Scott/Marian Marunich   3,456,573
Chemicals - Deer Park    Yvette Alfonso/Okey Heath   150,905,817
Chemicals - Galena       Yvette Alfonso/Okey Heath    10,790,386
Chemicals - Houston      Yvette Alfonso/Okey Heath    14,231,135
Chemicals - Pasadena     Tony Fields                  41,000,840
Chemicals - Seabrook     Laura Paredes                42,463,510
Chemicals - Seabrook     Yvette Alfonso/Okey Heath    23,272,869

Lyondell Chemical's current officers and directors are:

    Name                          Position
    ----                          ---------
    Alan S. Bigman                Director/Officer/Chief
                                  Financial Officer
    Ann P. Graves                 Officer/Assistant
                                  Treasurer, Treasury Operations
    C. Bart De Jong               Director/Officer/Senior Vice
                                  President, Human Relations
    Dale Young                    Officer/Vice President
    Dennis M. Kozak               Officer/Assistant Secretary,
                                  Chief Accounting Officer
    Eberhard Faller               Officer/Vice President &
                                  Controller & Chief Accounting
                                  Officer
    Edward J. Dineen              Director/Officer/Senior Vice
                                  President
    Eric A. Silva                 Officer/Vice President,
                                  Information Technology
    Gareth S. Balhmann            Officer/Assistant Secretary
    Gerald A. O'Brien             Officer/Vice President, Deputy
                                  General Counsel & Secretary
    James W. Bayer                Officer/Senior Vice President
    Jesus Chagoya                 Officer/Assistant Treasurer,
                                  Finance
    Joan K. Pike                  Officer/Assistant Secretary
    Joann L. Beck                 Officer/Assistant Secretary
    Mark F. Wilson                Officer/Assistant Treasurer,
                                  Insurance
    Mindy G. Davidson             Officer/Assistant Secretary
    Nancy Hardjomohamad           Officer/Assistant Secretary
    Stephen R. Wessels            Officer/Assistant Secretary

The Debtor's officers and directors whose relationship with the
Debtor terminated within a year before the Petition Date are:


    Name                          Title
    ----                          ------
    Charles C. Yang               Vice president and chairman,
                                  Lyondell Asia Pacific
    Charles W. Graham             Vice president and president,
                                  Lyondell Asia Pacific
    Cindy Gorham                  Assistant secretary
    Connie E. Cothran             Assistant secretary
    Eric Alofs                    Assistant secretary
    Janna G. Sewell               Assistant secretary
    Jos, L. Rodriguez             Senior vice president
    Karen A. Twitchell            Vice president and treasurer
    Mario Portela                 Vice president
    Michelle S. Miller            Secretary
    Morris Gelb                   Director
    W. Norman Phillips, Jr.       Senior vice president

The Debtor's pension plan within six years before the Petition
Date is the Lyondell Chemical Company Retirement Plan.

                          About Lyondell

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Taps Porzio Bromberg as Special Counsel
----------------------------------------------------------
Lyondell Chemical Co. and its affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Porzio, Bromberg & Newman P.C., as their special counsel,
nunc pro tunc to the Petition Date.

As the Debtors' special counsel, Porzio Bromberg will represent
Lyondell Chemical Company in its appeal to a jury verdict arising
from a civil action in the Superior Court of New Jersey brought
by BASF Corporation against Lyondell and related proceedings
concerning the bond posted in the Appeal.

The Debtors will pay Porzio Bromberg's professionals their
customary hourly rates:

           Title                    Rate per Hour
           -----                    -------------
           Principals                        $465
           Of Counsel                        $525
           Counsel                           $410
           Associates                $275 to $345
           Paralegals                $145 to $160
           Litigation personnel       $90 to $220

The Debtors will also reimburse Porzio Bromberg for reasonable
out-of-pocket expenses incurred.

The Debtors owe Porzio Bromberg $189,719 for prepetition
services.

Steven P. Benenson, Esq., a principal at Porzio Bromberg,
discloses that his firm has not represented and will not
represent any client in connection with the Debtors' Chapter 11
cases.  He adds that Porzio Bromberg does not represent or hold,
any interest that is adverse to the Debtors, their affiliates,
non-debtor affiliates, Debtors' creditors, current or former
directors and officers of companies affiliated with them,
principal equity holders, custodians, or significant
counterparties to leases.  He maintains that Porzio Bromberg is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                          About Lyondell

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


MAGNA ENTERTAINMENT: Appoints Greg Rayburn as Interim CEO
---------------------------------------------------------
Magna Entertainment Corp. has appointed Greg Rayburn as Interim
Chief Executive Officer of the Company, subject to the approval of
the United States Bankruptcy Court for the District of Delaware.

If approved, Mr. Rayburn will assume the customary
responsibilities of the Chief Executive Officer including leading
MEC's Chapter 11 restructuring activities and overseeing the sale
of MEC's assets.  He will report directly to MEC's Board of
Directors.

The decision to appoint Mr. Rayburn followed an extensive
executive search process led by MEC's lead director, William
Menear.  Mr. Rayburn is currently a senior managing director and
the practice leader of FTI Palladium Partners.  He has more than
26 years of experience advising companies and boards of directors
in several in-court and out-of-court restructurings and has
previously served as CEO or CRO of other troubled companies,
including WorldCom, aaiPharma and Muzak Holdings LLC. Frank
Stronach, who has resigned his office as Chief Executive Officer
of the Company effective immediately, will retain his position as
Chairman of the Board of Directors.

In addition, the Board of Directors also appointed Warren Mosler
to serve as an independent member of the Board of Directors. Mr.
Mosler is the founder and principal of AVM, L.P., a broker/dealer
that provides advanced financial services to large institutional
accounts.  Mr. Mosler is the President and founder of Mosler
Automotive which manufactures the MT900 sports car in Riviera
Beach, Florida. MEC's Board of Directors is in the ongoing process
of searching for additional, qualified independent directors to
strengthen MEC's Board.

Mr. Rayburn stated, "I look forward to this opportunity and to
working with the MEC team."

MEC on Tuesday filed its first bi-weekly default status report
under National Policy 12-203 of the Canadian Securities
Administrators.  MEC has said it would not be filing its Annual
Report on Form 10-K for the fiscal year ended December 31, 2008,
nor would it be filing quarterly reports on Form 10-Q, with the
U.S. Securities and Exchange Commission or the Canadian securities
regulators during the period it continues to operate its business
as a debtor in possession under the U.S. Bankruptcy Code.

MEC reports that since announcing the original notice of default
on March 26, 2009, there have not been any material changes to the
information contained therein, nor any failure by MEC to fulfill
its intentions stated therein, and there are no additional
defaults or anticipated defaults subsequent to the announcement.

The Company intends to file its next default status report on
April 16, 2009.

                     MEC Amends MID Agreement

Magna Entertainment Corp. on April 1, 2009, entered into an
amending agreement, which amended the stalking horse purchase
agreement originally entered into on March 5, 2009 by and among
MEC, certain of MEC's subsidiaries and MI Developments Inc.

The Amending Agreement provides for the ability of MEC or MID to
terminate the Stalking Horse Bid should the Ontario Securities
Commission determine that the approval of MID's minority
shareholders is required in respect of the Stalking Horse Bid or
any of the transactions provided for therein.  However, if MID in
its discretion elects to call a meeting of the shareholders of MID
to seek such minority approval, neither MEC nor MID will terminate
the Amending Agreement pursuant to the clause, unless the approval
is not obtained at the meeting of shareholders.  The Amending
Agreement was reviewed and recommended by the independent
directors of MEC and approved by the board of directors of MEC.

In connection with the Amending Agreement, an affiliate of MID
agreed:

   (i) to extend the period under the Company's DIP financing
       facility for the Company to obtain an order of the
       Bankruptcy Court approving the bid procedures for the sale
       of all or substantially all the assets of the Company and
       its Subsidiaries to April 17, 2009, and

(ii) to make available an additional $2.5 million to the
     Company under the DIP Facility pending the final hearing
     on the DIP Facility, which is now scheduled for April 20,
     2009.

The Amending Agreement is subject to Bankruptcy Court approval.
There cannot be any assurance that any transactions of any kind
will occur.

A full-text copy of the Amending Agreement is available at no
charge at http://ResearchArchives.com/t/s?3b2f

Frank Stronach, the Stronach Trust, 445327 Ontario Limited,
Bergenie Anstalt, MI Developments Inc. and 1346457 Ontario Inc.,
hold 3.19 million shares -- representing 50.8% -- of Class A
Subordinate Voting Stock, par value $.01 per share, of Magna
Entertainment Corp.

                    About Magna Entertainment

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

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

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

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

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


MALL AT THE SOURCE: Defaults on $124 Million Payment
----------------------------------------------------
The Mall at the Source, also known as The Source Mall or simply
The Westbury Mall, in Westbury, New York, defaulted on a
$124 million balloon mortgage payment on March 11, 2009, after two
of the main stores there filed for bankruptcy, Reuters said.

Simon Property Group, the largest mall owner and operator in the
United States, holds a 25% stake in the mall.  Simon would not
disclose its partners, according to Reuters.

"Right now there's a shortage of refinancing dollars in the market
place and yes, they're not going to be alone," Thomas Fink, senior
vice president of Trepp, which tracks the commercial real estate
loans, told Reuters.  The loan for the Mall at the Source had been
securitized as bonds in a commercial mortgage-backed securities
trust, according to Reuters.

"They're not necessarily going to be forced to surrender the
property," he said, according to Reuters.  "They may negotiate
some type of a workout, possibly with the trust."

Mr. Fink told Reuters the default may lead to compare Simon with
General Growth Properties Inc., the second largest mall operator,
which has been seeking to refinance billions of dollars in debt to
avert bankruptcy.  Mr. Fink said allowing the debt to default may
just make business sense for Simon and its partners.

"We have seen other operators who were recognized as being astute
give up properties that they no longer found value in and just
walk away from," he told Reuters.

The Mall's former tenants include Circuit City Stores Inc.,
Fortunoff and Steve & Barry's, all of which have filed for
bankruptcy, and have liquidated or are in the process of
liquidating their operations.


MARIE TAVERNIER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Marie Tavernier
        d/b/a Marie Tavernier Design
        a/k/a Marie R Carter
        921 Underhills Road
        Oakland, CA 94610

Bankruptcy Case No.: 09-42558

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Charles D. Novack, Esq.
                  Law Offices of Charles Novack
                  409 13th St., 10th Fl.
                  Oakland, CA 94612
                  Tel: (510) 465-1000
                  Email: Charles@cnovack.com

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

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

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

          http://bankrupt.com/misc/canb09-42558.pdf

The petition was signed by Marie Tavernier.


MARK DAVIS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Mark Robert Davis
        mem Mark One, LLC
        946 Millbrook Circle
        Castle Rock, CO 80109

Bankruptcy Case No.: 09-13773

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Mark One, LLC                                      09-12287

Chapter 11 Petition Date: March 10, 2009

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

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

Estimated Assets: unstated

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/cob09-13773.pdf

The petition was signed by Mark Robert Davis.


MERISANT WORLDWIDE: Wins Approval of Employee Incentive Plan
------------------------------------------------------------
Merisant Worldwide Inc. won approval from the U.S. Bankruptcy
Court for the District of Delaware to implement an incentive
program for seven top executives and 430 other employees.

If the Company meets the target for financial performance, the
cost will be $2.3 million for the executives and $5.5 million for
other workers.  If performance exceeds the target, the awards
could be larger, Bloomberg's Bill Rochelle said.

Merisant said the 2009 Incentive Plan is critical as it needs to
continue providing meaningful financial incentives that will
properly motivate employees now -- while their Chapter 11 cases
are still pending and its is still early in 2009.  It also noted
that without an incentive compensation component for the seven
executives, their direct compensation potential would be
substantially below market and at levels completely inconsistent
with the Company's compensation policy.

As reported by the TCR on March 11, under their proposed incentive
plan for fiscal year 2009, a participating employee may earn
either an Enterprise Incentive Bonus or a Manufacturing Incentive
Bonus, but not both.  An Enterprise Incentive Bonus is designed to
incentivize employees -- specifically executives -- to meet and
exceed an annual EBITDA goal.  A Manufacturing Incentive Bonus is
designed to incentivize non-executives to provide optimal
performance at the Company's various manufacturing sites.

                     About Merisant Worldwide

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

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

Merisant Worldwide holds 100% interest in Merisant Company.

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


MERVYN'S LLC: Creditors Want $30M Sun Capital Loan Taken as Equity
------------------------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
cases of Mervyn's LLC has commenced an adversary proceeding
against affiliates of Sun Capital Partners Inc. to (i) avoid liens
granted to those affiliates on account of their $30 million
claims, and (ii) have these claims recharacterized as equity
interests.

According to the lawsuit, the Sun Capital entities, Mervyn's and
Mervyn's Brands, LLC, entered into various agreements in November
2007 pursuant to which, inter alia, the Sun Capital Entities --
specifically SCSF Mervyn's (US), LLC, and SCSF Mervyn's
(Offshore), Inc. -- transferred approximately $30,000,000 to
Mervyn's and purportedly received liens upon and security
interests in certain assets of Mervyn's and Brands to secure the
repayment thereof.

According to the Committee's counsel, William P. Bowden, Esq., at
Ashby & Geddes P.A., in Wilmington, Delaware, while the SCSF
Entities attempted to perfect liens upon and security interests in
certain assets of Mervyn's and Brands, in November 2007 the SCSF
Entities filed UCC financing statements in the State of Delaware -
the wrong jurisdiction.  Approximately four months later, in
March 2008, the SCSF Entities attempted to correct this defective
perfection by filing UCC financing statements in California and
Minnesota, the states of incorporation of Mervyn's and Brands,
respectively.

Mr. Bowden asserts that the transfer made by the SCSF Entities is,
at best, an unsecured obligation of Mervyn's and Brands because
(i) the UCC financing statements filed by the SCSF Entities in
Delaware did not perfect liens and security interests and are
without legal force and effect, and (ii) the purported liens and
security interests purportedly perfected by the subsequent
UCC filings are avoidable as preferential transfers pursuant to,
inter alia, Sections 544(a) and 547(b) of the Bankruptcy Code.

In addition to the fatal perfection problems, the $30 million
transferred by the SCSF Entities was not debt, but rather a
capital contribution from insiders holding significant membership
interests in Mervyn's Holdings (an affiliate of both Mervyn's and
Brands) made at a time when the Debtors were insolvent, Mr. Bowden
points out.   Accordingly, the SCSF Entities' claims against
Mervyn's and Brands should be recharacterized as equity interests.

A copy of the Committee's lawsuit is available for free at:

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

Sun Capital, along with Cerberus Capital Partners, is among 36
parties named as defendants in a suit filed by Mervyn's in
connection with the 2004 leveraged buyout in which private-equity
investors acquired the 177-store chain from Target Corp.  In its
57-page complaint 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.  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.


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
100 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)


MGM MIRAGE: In Talks With Colony on Possible $750 Million Loan
--------------------------------------------------------------
MGM Mirage is negotiating with Colony Capital LLC to obtain as
much as $750 million in secured loan to help refinance Company's
debt, Beth Jinks and Jonathan Keehner at Bloomberg News report,
citing people familiar with the matter.

As reported by the Troubled Company Reporter on April 3, 2009,
Colony Capital was considering investing in MGM Mirage's City
Center project.  Colony Capital was in talks with MGM Mirage and
its partner, Dubai World, about "any role they might play in
helping City Center get completed without any court action.

According to WSJ, the sources said that Colony Capital may invest
in corporate debt secured by a lien on one or more MGM Mirage
casinos.  The sources, WSJ relates, said that Australian gaming
company Crown Ltd. may participate.  WSJ states that a Crown
spokesperson denied that the company may invest directly in City
Center.  "Crown is not having any discussions with MGM or Dubai
World with respect to any such investment in CityCenter," Crown
said in an Australian stock exchange filing.

Colony Capital hired Morgan Stanley to advise on the potential
debt investment in MGM Mirage, WSJ says, citing people familiar
with the matter.  WSJ relates that a source said that MGM Mirage
also hired Morgan Stanley to evaluate bids for its casinos in
Michigan and Mississippi.

A person familiar with the matter said that an investment in City
Center is unlikely, WSJ states.

                       About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

MGM MIRAGE reported a net loss of $1.14 billion on revenues of
$1.62 billion for the three months ended December 31, 2008.  MGM
MIRAGE reported a net loss of $855.2 million on revenues of
$7.20 billion for year 2008.  MGM MIRAGE had $23.2 billion in
total assets, including $1.53 billion in total current assets;
$3.0 billion in total current liabilities; and $12.4 billion in
long-term debt.  A full-text copy of the Annual Report on Form
10-K is available at no charge at:

               http://researcharchives.com/t/s?3ae0

The Company does not expect to be in compliance with the financial
covenants under its senior credit facility at March 31, 2009.  On
March 17, Company obtained an amendment to the senior credit
facility, which included a waiver of the requirement to comply
with the financial covenants through May 15, 2009.  Following
expiration of the waiver on May 15, 2009, the Company will be
subject to an event of default related to the expected
noncompliance with financial covenants under the senior credit
facility at March 31, 2009.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                        *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on Jan. 30, 2009.  S&P said that
the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

  -- Issuer Default Rating downgraded to 'C' from 'CCC';

  -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

  -- Senior unsecured credit facility downgraded to 'CC/RR3' from
     'B-/RR3';

  -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

-- Senior subordinated notes affirmed at 'C/RR6'.


MICHAEL GBADEBO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Michael A. Gbadebo
        3229 Colebrook Lane
        Dublin, CA 94568

Bankruptcy Case No.: 09-42526

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Lawrence L. Szabo, Esq.
                  Law Offices of Lawrence L. Szabo
                  3608 Grand Ave., #1
                  Oakland, CA 94610-2024
                  Tel: (510) 834-4893
                  Email: szabo@sbcglobal.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/canb09-42526.pdf

The petition was signed by Michael A. Gbadebo.


MICHAEL VICK: Can't Stay in Virginia to Work on New Bankr. Plan
---------------------------------------------------------------
Larry O'Dell at The Associated Press reports that the Hon. Frank
J. Santoro of the U.S. Bankruptcy Court for the Eastern District
of Virginia has rejected Michael Vick's motion to remain in
Virginia to work on a new bankruptcy plan.

The AP relates that Mr. Vick's lawyers had sought to require their
client to attend an April 28 status hearing on his case, hoping
that the order would prompt U.S. marshals to leave him at the
Western Tidewater Regional Jail in southeastern Virginia until
then.

According to The AP, Judge Santoro had ordered Mr. Vick to testify
in person at a hearing last week, but the judge ruled on Tuesday
that he didn't need Mr. Vick at the next hearing because no
evidence will be presented.  The AP relates that Mr. Vick will
have to return to the federal penitentiary in Leavenworth, Kansas.
"It just means he's going to end up back in Leavenworth, and we'll
have to deal with the case long distance," the report quoted Paul
Campsen, one of Mr. Vick's bankruptcy attorneys, as saying.

The AP states that Mr. Vick's lawyers have frequently lamented
that the distance between their East Cost offices and Leavenworth
has made their client's case exceedingly difficult to manage.
Someone from Mr. Vick's legal team will be traveling to Kansas to
work with him before the status hearing, The AP says, citing Mr.
Campsen.

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

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

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


MIDDLETOWN ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Middletown Estate Developers, Inc.
        P.O. Box 451
        Little Silver, NJ 07739

Bankruptcy Case No.: 09-16712

Type of Business: The Company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: March 20, 2009

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

Judge: Michael B. Kaplan

Debtor's Counsel: Mark S Cherry, Esq.
                  Law Office of Mark S Cherry
                  385 Kings Highway North
                  Cherry Hill, NJ 08034
                  Tel: (856) 667-1234
                  Fax: (856) 667-8666
                  Email: markcherrylaw@aol.com

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

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

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

            http://bankrupt.com/misc/njb09-16712.pdf

The petition was signed by Joseph C. Ripp, president of the
Company.


MW SEWALL: Can Access TD Bank Cash Collateral Until April 17
------------------------------------------------------------
Hon. James B. Haines, Jr., of the U.S. Bankruptcy Court for the
District of Maine granted M.W. Sewall & Co. authority to access TD
Bank, N.A., fka TD Banknorth, N.A., cash collateral through April
17, 2009.

A final telephonic hearing on the motion is set for 3:00 p.m. on
April 15, 2009; however, if the Court is unable to conclude the
matter on that hearing, a final hearing will be held on April 29,
2009, at 2:30 p.m. at the U.S. Bankruptcy Court in Portland,
Maine.

As of the date of filing of the petition for this Chapter 11 case,
March 27, 2009, the Debtor represented that it had in its
possession cash collateral in the amount of $5,100,220. T.D. Bank
has not verified that amount as of this date.

The Debtor will use the cash collateral to meet payroll, to
purchase certain inventory and other supplies, and generally
to meet the other designated business expenses of the Debtor.

The Debtor will 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.

The Debtor's cash collateral expenditures for the period April 6,
2009, through April 17, 2009, are:

     Category                                 Amount
     --------                                 ------
     Payroll                                    $155,000

     Gas ,Oil, Propane                        $1,455,000

     Miscellaneous Vendors                      $375,000

     Maine Lottery                               $40,000

     Total                                    $2,025,000

                      About M.W. Sewall & Co.

Headquartered in Bath, Maine, M.W. Sewall & Co. distributes
petroleum products.  The Company filed for Chapter 11 protection
on March 27, 2009 (Bankr. D. Maine Case No. 09-20400).   George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, PA represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts of $10 million to $50 million.


MW SEWALL: Gets Court OK for Marcus Clegg as Bankruptcy Counsel
---------------------------------------------------------------
Hon. James B. Haines, Jr., of the U.S. Bankruptcy Court for the
District of Maine authorized M.W. Sewall & Co. to employ Marcus,
Clegg & Mistretta, P.A., as counsel.

As reported in the Troubled Company Reporter on April 7, 2009, MCM
is expected to:

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

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

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

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

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

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

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

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

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

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

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

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

Prior to the commencement of the case, the Debtor paid MCM a
general, security retainer in the amount of $101,914.  The
retainer will be held and may be disbursed by MCM.

Upon and after disbursement of the retainer in full in the manner,
the Debtor is authorized to make payments of fees and
disbursements invoiced by MCM in accordance with these procedures:

   a. On the 15th and 30th day of each month during the pendency
      of the case and after disbursement in full of the retainer,
      MCM may invoice the Debtor for the value of services
      rendered by MCM and disbursements incurred by MCM for the
      benefit of the Debtor for the two week or longer period
      ending on the Friday immediately preceding each of the
      dates.

   b. Subject to the provisions of the next paragraph, the Debtor
      is authorized to pay the invoices upon receipt, i.e. to pay
      90% of the amount of fees and 100% of the amount of expense
      reimbursement requested in the invoices.

   c. Nothing will prohibit or prevent the Debtor, or any party
      in interest in the case, from objecting to payment of any
      the invoice or any portion thereof, on any lawful grounds.
      Any objection to payment of an invoice will be made within
      10 days of service of the invoice.

   d. MCM will file motions for interim approval of compensation
      and reimbursement of expenses not less frequently than
      every 180 days, with the first the 180 period to commence
      as of the date of filing.  Each Motion will seek
      compensation and reimbursement of expenses for the period
      that ends at the end of the month which immediately
      precedes the end of said 180 day period.  The Court, in
      respect of the motions, may allow or disallow any
      compensation or reimbursement of expenses sought for the
      covered period, and if the amount paid to MCM for the
      covered period exceeds that which is allowed by the Court
      for the covered period, MCM shall promptly reimburse the
      Debtor for the excess.  In the event that the amount paid
      to MCM for the covered period is less than that which is
      allowed by the Court for the period, the Debtor will
      promptly pay the balance due.

   e. Nothing contained in this procedure will limit the
      jurisdiction of the Court with respect to allowance of fees
      and reimbursement of expenses for MCM.

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

MCM professionals can be reached at:

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

                      About M.W. Sewall & Co.

Headquartered in Bath, Maine, M.W. Sewall & Co. distributes
petroleum products.  The Company filed for Chapter 11 protection
on March 27, 2009 (Bankr. D. Maine Case No. 09-20400).   George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, PA represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts of $10 million to $50 million.


MW SEWALL: Schedules & Statements Filing Extended Until April 27
----------------------------------------------------------------
Hon. James B. Haines, Jr., of the U.S. Bankruptcy Court for the
District of Maine extended M.W. Sewall & Co.'s time to file:

   a) the list containing the name and address of each entity to
      be included on Schedules D, E, F, G and H, and Notice of
      Intent to Dismiss Case from April 13, 2009, to April 27,
      2009; and

   b) the Debtor's Schedules and Statements from April 13, 2009,
      to April 27, 2009.

As reported in the April 6 Troubled Company Reporter, the Debtor
asked for an extension of schedules and statements filing until
May 13, 2009.

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

The Debtor assured that parties-in-interest will not be harmed by
the extension to file the schedules.

                      About M.W. Sewall & Co.

Headquartered in Bath, Maine, M.W. Sewall & Co. distributes
petroleum products.  The Company filed for Chapter 11 protection
on March 27, 2009 (Bankr. D. Maine Case No. 09-20400).   George J.
Marcus, Esq., at Marcus, Clegg & Mistretta, PA, represents the
Debtor in its restructuring efforts.  The Debtor listed assets and
debts of $10 million to $50 million.


NALCO FINANCE: Moody's Upgrades Corporate Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Nalco Finance Holdings LLC to Ba3 from B1 following over four
years of strong performance since an initial public offering, by
Nalco Holding Company, in November 2004.  Ratings were upgraded on
debt located at Nalco Company, an operating subsidiary, as
indicated in the debt list below.  The outlook for the ratings
remain stable.  Nalco Company is a wholly-owned subsidiary of
Nalco Holdings LLC.  Nalco Finance Holdings LLC (issuer of the
senior discount notes) is a direct parent of Nalco Holdings LLC.
Nalco Finance Holdings Inc. (co-issuer of the senior discount
notes) is a financing subsidiary of Nalco Finance Holdings LLC.

The upgrade of Nalco's CFR reflects continued strong cash flow
growth over the last four years that has resulted in modestly
improved credit metrics, even as debt levels have stayed elevated.
The ratings are further supported by Nalco's entrenched
competitive position as a global supplier of water treatment and
process chemicals for industrial and institutional applications
that generates strong EBITDA margins (roughly 18.5% excluding
extraordinary items for the LTM ended December 31, 2008), the
diversity of its end-markets, raw materials and customer base,
modest capital expenditure requirements, and the improvement in
its operating performance over the past two years despite a weak
economic environment.  The ratings incorporate the strength of the
management team and significant barriers to entry, including high
customer switching costs, patents, significant R&D spending, and
long-term customer relationships.  Nalco's ratings are further
supported by strong market shares in certain business segments,
favorable cost positions, and demonstrated stability in a highly
leveraged environment.

"The Ba3 rating incorporates Moody's view that margin increases
will aid in offsetting the impact of probable weakness in volume
in 2009." said Moody's analyst Bill Reed.

The Ba3 CFR rating is restrained nevertheless by the elevated debt
levels that constrain the company's ability to handle any
exogenous event that would have a negative impact on its financial
performance.  Even with the improved credit metrics debt to EBITDA
remains high at 4.9 times at the end of 2008 down from 6.3 times
at the end of 2005.  In light of the high level of debt, Moody's
reiterates that it is critical that Nalco generate at least $150
million of annual free cash flow (cash from operations less
capital expenditures) to support its substantial debt load that on
an adjusted basis approaches $3.8 billion.

Ratings Raised:

Nalco Finance Holdings LLC / Nalco Finance Holdings Inc.

* Corporate Family Rating raised to Ba3 from B1

* Probability of Default Rating raised to Ba3 from B1

* Senior discount notes, $459 million due 2014 -- raised to B2
  LGD6 94% from B3

Nalco Company

* Guaranteed senior secured revolver, $250 million due 2009 --
  raised to Ba1 LGD2 27% from Ba2

* Guaranteed senior secured term loan A, $31 million due 2009 --
  raised to Ba1 LGD2 27% from Ba2

* Guaranteed senior secured term loan B, $887 million due 2010 --
  raised to Ba1 LGD2 27% from Ba2

* Guaranteed senior unsecured notes, $943 million of US dollar
and Euro denominated notes due 2011 -- raised to Ba2 LGD3 40%
from B1

* Guaranteed senior subordinated notes, $743 million of US dollar
  and Euro denominated notes due 2013 -- raised to B2 LGD5 83%
  from B3

The B2 rating of the senior discount notes reflects their
structural subordination to a substantial level of debt at Nalco
Company, the principal operating subsidiary.  The notes are not
guaranteed and interest has become cash pay with the first payment
in August 2009.  Nalco Finance Holdings LLC has no operating
assets and is solely reliant on cash distributions from Nalco
Holdings LLC to make cash interest payments beginning in August
2009.  The bonds issued by Nalco Company contain covenants that
will limit distributions from Nalco Holdings LLC to Nalco Finance
Holings LLC.  These covenants include a standard restricted
payments test and a minimum of two times interest coverage.

Moody's most recent announcement concerning the ratings for Nalco
was on September 27, 2006, when the application of Moody's LGD
Methodology re-ranked the ratings of Nalco's debt securities;
however, the CFR of B1 remained unchanged.

Nalco Company, headquartered in Naperville, Illinois, is a global
producer of water treatment and process chemicals for industrial
and institutional applications.  Revenues were $4.2 billion for
year ended December 31, 2008.


NARANG ACQUISITION: Section 341(a) Meeting Slated for April 30
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Narang Acquisition Group, LLC's Chapter 11 case on April 30,
2009, at 9:00 a.m., at 128 East Carrillo St., Santa Barbara,
California.

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

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

Santa Barbara, California-based Narang Acquisition Group, LLC
filed for Chapter 11 protection (Bankr. C. D. Calif. Case
No. 09-10987).  Nordman Cormany Hair & Compton 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.


NAVISTAR INTERNATIONAL: Joint Venture Won't Move S&P's BB- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Navistar International Corp. (BB-/Negative/--) are not affected by
the company's establishment of a joint venture with Caterpillar
Inc. (A/Stable/A-1) to build and sell commercial trucks and
engines outside North America.  In addition, Navistar and
Caterpillar announced plans to jointly develop a line of
Caterpillar-branded vocational trucks in North America, to be
built at a Navistar facility and sold through Caterpillar dealers.

Under the international joint venture, the two companies initially
plan to target Australia, Brazil, China, Russia, Turkey, and South
Africa.  Products will be sold under the Navistar or Caterpillar
brand names, building on Caterpillar's existing distribution
presence selling off-highway vehicles in these markets.

S&P's business risk assessment of Navistar partly reflects its
lack of geographic diversity compared to other rated global
truckmakers.  Sales outside North America accounted for less than
10% of Navistar's total sales in the fiscal year ended Oct. 31,
2008.

In S&P's view, the joint venture does not change this assessment
but will provide Navistar the opportunity to increase its
international presence in the long term in a relatively cost-
effective manner because the company will not need to establish
its own distribution networks and will be able to share capital
outlays with Caterpillar.  Still, even if Navistar's international
sales increase from a low base, S&P does not expect any meaningful
improvement in its geographic diversity within the next few years
because of the time needed to develop a larger presence in these
countries and the existence of formidable global competitors.

S&P currently expect incremental cash outlays for the venture to
be manageable for Navistar, as they are likely to be spread over
the next three to five years and, notably, can be deferred should
Navistar need to conserve cash for other needs.

S&P's primary concerns for the company's cash flow and liquidity
are the potential continuation of very weak U.S. truck demand or
difficulty refinancing or renewing significant debt maturities and
credit facilities in late 2009 and 2010.  S&P could lower the
ratings on Navistar this year if S&P expected free operating cash
flow to turn negative for all of fiscal 2009 as a result of an
accelerated decline in commercial truck demand.  S&P could also
lower the ratings if the company encounters difficulties renewing
its bank-sponsored conduits in late 2009 and early 2010 (some of
which were renewed last fall during the capital market turmoil) or
a $1.4 billion bank credit facility at subsidiary Navistar
Financial Corp., due July 2010.


NIDIA GAONA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Nidia Carolina Gaona
        350 North Second Street, #139
        San Jose, CA 95112

Bankruptcy Case No.: 09-51980

Chapter 11 Petition Date: March 20, 2009

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

Judge: Marilyn Morgan

Debtor's Counsel: Shawn R. Parr, Esq.
                  Parr Law Group, PC
                  1625 The Alameda #101
                  San Jose, CA 95125
                  Tel: (408) 267-4500
                  Email: shawn@parrlawgroup.com

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

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

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

            http://bankrupt.com/misc/canb09-51980.pdf

The petition was signed by Nidia Carolina Gaona.


NORTH GULLEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: North Gulley Development, LLC
        fka Metro District, LLC
        P.O. Box 8783
        Fayetteville, AR 72703

Bankruptcy Case No.: 09-71369

Type of Business: The Company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: March 22, 2009

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V Bond, Esq.
                  Attorney at Law
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  Email: attybond@me.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/arwb09-71369.pdf

The petition was signed by John Nock, Manager of the company.


NOVA HOLDING: Sec. 341(a) Meeting of Creditors Slated for April 30
------------------------------------------------------------------
Roberta DeAngelis, Acting U.S. Trustee for Region 3 will convene a
meeting of creditors in Nova Holding Clinton County, LLC, and its
debtor-affiliates' Chapter 11 case on April 30, 2009, at
2:00 p.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.

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.


OLYMPIC STEEL: Cuts 21% of Workforce, Reduces Base Pay
------------------------------------------------------
Olympic Steel, Inc., said that due to continued weakness in the
economy and the steel market, it has taken additional actions to
reduce its operating expenses, and it will be required to write
down the value of its inventory at March 31, 2009, in accordance
with lower of cost or market accounting guidance.

Demand for flat rolled steel remained soft and pricing continued
to unexpectedly deteriorate through March 2009.  In response to
the weak market conditions, the Company estimates that it has
reduced its annual operating expenses for 2009 by roughly
$65 million, or roughly 35%, compared to total annual operating
expenses for 2008.  Cost reductions have been achieved through
various initiatives including: headcount reductions of 21% from
peak 2008 levels; reduced work hours to match depressed customer
production schedules; company-wide base pay reductions ranging
from 2.5% to 10% effective March 30, 2009, including cash
compensation reductions taken by its executive management team
equal to 20% of each executive's base salary; a 20% cash
compensation reduction by its board of directors; benefit
reductions; and heightened control over all discretionary
spending.

Market conditions will also require the Company to report an
inventory lower of cost or market pretax charge of roughly
$30 million, or roughly 12% of its March 31, 2009 inventory.

Commenting on the Company's actions, Chairman and Chief Executive
Officer Michael D. Siegal, stated, "In light of challenging market
conditions in 2009, where February year-to-date steel service
center shipments have declined by 43% compared to the same period
of 2008 according to the Metals Service Center Institute's Metals
Activity Report, we have taken actions to reduce our expenses and
preserve our cash, including the suspension of new non-maintenance
capital expenditures.  We expect to generate significant cash flow
from inventory reductions in the next six months to substantially
reduce our outstanding debt by the end of 2009.  We have also
completed an amendment to our revolving credit facility
eliminating the impact of the inventory lower of cost or market
charge on our covenants.   We believe that our focus on cash flow,
expense reductions and our strong balance sheet will be
advantageous once an economic recovery occurs.

The Company also has reached a new three-year contractual
agreement with the collective bargaining unit representing its
Minneapolis plate facility employees.  The agreement contains base
pay and benefit concessions similar to those implemented for non-
contractual employees.

Founded in 1954, Olympic Steel, Inc., (ZEUS) --
http://www.olysteel.com/-- is a U.S. steel service center focused
on the direct sale and distribution of large volumes of processed
carbon, coated and stainless flat-rolled sheet, coil and plate
steel products.  Headquartered in Cleveland, Ohio, the Company
operates 17 facilities.


OSI RESTAURANT: Moody's Raises Default Rating to 'Caa1/LD'
----------------------------------------------------------
Moody's Investors Service raised OSI Restaurant Partners, LLC's
Probability of Default Rating to Caa1/LD (Limited Default) from Ca
reflecting the closing of OSI's tender offer.  The company's
senior unsecured notes were also raised -- to Caa3 from C -- to
reflect the closing of the tender offer. OSI's Caa1 Corporate
Family Rating and B3 senior secured rating were confirmed.  The
company has an SGL-3 Speculative Grade Liquidity rating.

This rating action concludes the review process that was initiated
on February 20, 2009.  The rating outlook is negative.

Moody's views the tender offer as a distressed exchange for the
particular securities involved, and reflects that with an LD
designation. In approximately three business days Moody's will
remove the LD designation from the Probability of Default Rating.
The confirmation of OSI's Corporate Family Rating considers the
modest improvement in leverage and coverage metrics resulting from
the completion of the company's recent tender offer.  The tender
offer resulted in a reduction in the face value of the senior
unsecured notes of approximately $240 million for about
$73 million in cash.  This resulted in a principle reduction of
approximately 70% from face value for those noteholders that
elected to tender their notes.

The negative outlook considers that although OSI's recent tender
offer reduced its overall debt burden, leverage remains high --
debt/EBITDA is about 8 times.  The outlook also anticipates the
continuation of weak consumer spending trends which could pressure
the company's debt protection measures to levels inconsistent with
its current ratings.

Ratings upgraded and LGD assessments revised;

  -- Probability of Default Rating to Caa1/LD from Ca

  -- $550 million senior unsecured notes due 2015 to Caa3 (LGD5,
     88%) from C (LGD5, 86%)

Ratings confirmed and LGD assessments revised;

  -- Corporate Family Rating at Caa1

  -- $150 million working capital revolver expiring 2013 at B3
     (LGD3, 37%)

  -- $100 million pre-funded revolver expiring 2013 at B3 (LGD3,
     37%)

  -- $1.310 billion term loan B due 2014 at B3 (LGD3, 37%)

Rating affirmed;

  -- Speculative Grade Liquidity rating at SGL-3

Moody's last rating action for OSI occurred on February 20, 2009,
when the company's Probability of Default Rating was lowered to Ca
from Caa1, its senior unsecured notes were lowered to C from Caa3,
and its Corporate Family Rating and secured bank loan ratings were
placed under review for possible downgrade.

OSI Restaurant Partners, Inc., owns and operates casual dining
restaurants throughout the U.S.  Annual revenues are approximately
$4.0 billion.


PLATINUM MOTORS: U.S. Trustee Sets Creditors Meeting for May 7
--------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Platinum Motors LLC's Chapter 11 case on May 7, 2009, at 1:00
p.m., at 411 W Fourth St., Room 1-159, Santa Ana, California.

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

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

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


PLAYER WIRE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Player Wire Wheels, Ltd.
        dba B&R Wholesale Tire
        dba INC WHEELS
        116 S. Meridian Road
        Youngstown, OH 44509

Bankruptcy Case No.: 09-40906

Chapter 11 Petition Date: March 21, 2009

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

Judge: Kay Woods

Debtor's Counsel: Andrew W Suhar, Esq.
                  Suhar & Macejko, LLC
                  29 East Front Street, 2nd Floor
                  P.O. Box 1497
                  Youngstown, OH 44501-1497
                  tel: (330) 744-9007
                  Email: asuhar@suharlaw.com

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

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

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

The petition was signed by Roy L. Crick, member of the Company.


POLAROID CORP: Liquidators Win in New Auction for Assets
--------------------------------------------------------
After evaluating new bids for its assets, Polaroid Corp. has
selected a joint venture between liquidators Hilco Consumer
Capital LP and Gordon Brothers Brands LLC as the winning bid for
its assets, Bloomberg News reports.

According to Bloomberg's Erik Larson and Edward Pettersson,
Hilco/Gordon's $72.6 million offer beat Patriarch Partners'
improved offer.

Polaroid 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 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 first 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.

                     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.


POWERMATE CORP: Creditors Barred from Competing Plan Until July 10
------------------------------------------------------------------
Powermate Corp. won from the U.S. Bankruptcy Court for the
District of Delaware of an extension of its exclusive rights to
file a Chapter 11 plan until July 10, 2009.  Creditors and other
parties will be barred from submitting competing plans until the
deadline expires.

Headquartered in Aurora, Illinois, Powermate Corp. --
http://www.powermate.com/-- manufactures portable and home
standby generators, air compressors, air tools, pressure washer
and accessories.  Products were distributed through mass
retailers, home centers, specialty store chains, industry buying
cooperatives, online e-Dealers, and independent hardware
retailers.  Prior to the Petition Date, the Debtors sold their air
compressor business and related assets.  Sun Capital Partners
bought 95% of Powermate in 2004.

Powermate Holding Corp. is the parent of Powermate Corp.  In turn
Powermate Corp. owns 100% of Powermate International Inc.

The three companies filed for Chapter 11 protection on March 17,
2008 (Bankr. D. Del. Lead Case No.08-10498).  Neil Herman, Esq.,
at Morgan, Lewis & Bokius, represents the Debtors as counsel.
Kenneth Enos, Esq., and Michael Nestor, Esq., at Young, Conaway,
Stargatt & Taylor, represent the Debtors as local counsel.  Monika
J. Machen, Esq., at Sonnenschein Nath Rosenthal LLP, represents
the Official Committee of Unsecured Creditors as counsel.
Charlene D. Davis, Esq., Eric M. Sutty, Esq., and Daniel A.
O'Brien, Esq., at Bayard P.A., represent the Creditors Committee
as local counsel.

In schedules filed with the Court, the Debtors listed total assets
of and debts of over $69 million and $144 million, respectively.


PQ CORPORATION: Moody's Cuts Corporate Family Rating to 'B3'
------------------------------------------------------------
Moody's Investors Service lowered PQ Corporation's Corporate
Family Rating to B3 from B2 and the ratings on the first lien
revolving credit facility and first lien term loan to B3 from B2
and the second lien credit facility to Caa1 from B3.  The ratings
changes reflect PQ's recent negative free cash flow and impact of
the global economic slowdown's impact on PQ end markets.  The
ratings outlook is negative.  The ratings are summarized below.

Ratings downgraded:

PQ Corporation

  -- Corporate Family Rating: B3 from B2

  -- Probability of Default Rating: B3 from B2

  -- $200mm First lien revolving credit facility due 2013: B3
     (LGD3, 46%) from B2 (LGD3, 46%)

  -- $1,105mm First lien term loan due 2014: B3 (LGD3, 46%) from
     B2 (LGD3, 46%)

  -- $460mm Second lien term loan due 2015: Caa1 (LGD4, 63%) from
     B3 (LGD4, 64%)

  -- Outlook: negative

The CFR downgrade reflects the difficult environment facing PQ in
many of its end markets, lackluster recent free cash flow
generation, expectations that PQ will not generate meaningful
positive free cash flow in 2009 and lower expected EBITDA cushion
in its debt covenants.  While PQ sells products into a variety of
markets across diverse geographies and approximately 45% of its
sales are for use in consumer non durable products, the firm's
sales volumes were down significantly in the fourth quarter of
2008 across most market segments.

PQ has not reduced debt meaningfully since the July 2008
acquisition of the Ineos Silicas business as a result of negative
free cash flow generation in the second half of 2008.  Little
positive free cash flow is anticipated for 2009, however there is
not a lot of visibility regarding the strength of some of PQ's
markets in the second half of 2009.  For example, the Potters
business could be adversely impacted by tightening of municipal
budgets for highway striping contracts, but smaller municipal
budgets might be offset by federal stimulus spending programs.

Earnings stability has been provided in the past by the company's
diverse end markets, a large customer base and geographically
diverse operations.  The Q4 2008 volume declines in some less
cyclical markets may be only a temporary de-stocking phenomenon;
however, if PQ does see erosion in its sales across many of its
end markets, then, despite efforts to improve pricing and profit
margins, PQ's EBITDA could fall short of that required for its
leverage financial covenant in its First Lien Credit Agreement,
which is not tested until the end of 2009.

PQ's negative outlook reflects Moody's expectation for weak 2009
revenues, less than usual visibility of end market demand for 2009
and the potential that lower profits could impact financial
covenant compliance and liquidity.  The rating could come under
downward pressure if the company fails to maintain its margins,
generate modest free cash flow as expected to support repayment of
debt, successfully integrate the Ineos Silicas business, including
realization of synergies, maintain adequate liquidity and maintain
compliance with its financial covenants.

Moody's most recent announcement concerning the ratings for PQ was
on May 16, 2008.  At that time, Moody's assigned initial ratings
on PQ Corporation and its debt that funded the acquisition of PQ
by funds managed by The Carlyle Group as well as the acquisition
of the Ineos Silicas business.

PQ Corporation, headquartered in Malvern, Pennsylvania, is a
leading provider of inorganic specialty chemicals, including
sodium silicate, silicate derivatives, catalysts and engineered
glass materials.  PQ Corporation's sales revenues for the year
ended December 31, 2008, were $975 million, which reflect
operating results for the acquired Ineos Silicas business for
approximately one-half of 2008.


PRIMUS FINANCIAL: S&P Affirms 'BB+' Rating on Preferred Shares
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit,
senior debt, and senior subordinated debt ratings on Primus
Financial Products LLC, a credit derivative product company.  At
the same time, Standard & Poor's affirmed its rating on Primus'
preferred shares.  S&P's outlook on Primus remains negative.

The lowered ratings reflect further deterioration in the ratings
on the reference entities on which Primus sold credit protection
through credit default swaps, and the fact that one of those
reference entities recently experienced a new credit event.

Based on the April 1, 2009, report that S&P received from Primus'
manager, the reference entities' negative rating migration has
outpaced the benefits of a shrinking maturity profile and Idearc
Inc., a reference entity in Primus' credit default swap portfolio,
has experienced a credit event. Primus has failed the capital
model tests that it is required to pass in order to maintain its
current ratings.  In the capital model run, S&P continue to assess
an approximately $50.9 million capital charge on Primus' credit
default swaps, which reflects the mark-to-market of remaining
swaps with Lehman Bros. Special Financing Inc. at the time of
Lehman Brothers Holdings Inc.'s bankruptcy filing in September
2008.  According to the relevant documentation, Primus has
exercised its right not to terminate these credit default swaps.
However, S&P assess the approximately $50.9 million charge while
the swaps remain on Primus' swap book.

On March 31, 2009, Idearc filed for bankruptcy (a credit event
according to the swap document).  Primus has $15 million single-
name exposure to Idearc.  Lehman is one of the counterparties that
purchased credit protection from Primus with regard to Idearc;
Lehman accounts for $5 million of Primus' $15 million single-name
exposure to Idearc.  Primus also has exposure to Idearc in four
tranches and, despite Idearc's credit event, none of those four
tranches' attachment levels have been breached, which means that
Idearc's credit event will reduce the tranches' attachment level
and increase the required capital.  S&P is lowering its issuer
credit rating on Primus to 'BBB+' to reflect the impact of
Idearc's credit event on Primus' capital, as well as the impact of
other lowered ratings on the reference entities in Primus'
derivatives portfolio.

S&P's outlook on Primus remains negative because S&P believes that
the fundamental economic and business condition for this fully
ramped CDPC, which sells credit protection primarily on single-
name credits, has deteriorated significantly since S&P first
assigned ratings to the CDPC.

Primus is currently operating in continuation mode, which means
that it cannot enter into new credit default swaps unless those
swaps reduce its required capital.

S&P will continue to monitor Primus and update its opinion on the
CDPC as S&P continues to receive updated reports from Primus.

                         Ratings Lowered

                  Primus Financial Products LLC

                                                Rating
                                                ------
   Issue                              To                    From
   -----                              --                    ----
Issuer credit rating                 BBB+                  A
Senior debt issues                   BBB+                  A-
Senior subordinated debt issues      BBB-                  BBB


                         Rating Affirmed

                  Primus Financial Products LLC

                                                  Rating
                                                  ------
            Preferred shares                      BB+


PRIMUS TELECOM: Disclosure Statement Hearing Set for April 27
-------------------------------------------------------------
Primus Telecommunications Group, Inc., et al., serves notice that
on or prior to April 9, 2009, they will move the U.S. Bankruptcy
Court for the District of Delaware to approve (i) the disclosure
statement with respect to their prepackaged Joint Plan of
Reorganization, dated March 16, 2009, (ii) a voting record date
and voting deadline, (iii) procedures for soliciting and
tabulating votes on the Plan, and (v) a hearing date to consider
confirmation of the Plan, as well as a supplemental notice of any
further amendments to the Plan or disclosure statement.

The U.S. Bankruptcy Court for the District of Delaware has set a
hearing for April 27, 2009, at 10:00 a.m. to consider approval of
the Debtors' disclosure statement.

Objections, if any, to the approval of the disclosure statement
must be filed with the Court so as to be received no later than
April 20, 2009, at 4:00 p.m.

As reported in the Troubled Company Reporter on March 19, 2009,
the Debtors' Plan is built around a plan support agreement reached
with holders of more than the majority of the outstanding
principal amount of IHC's 14-1/4% Senior Secured Notes due May
2011 and of the outstanding principal amount of Holding's 5%
Exchangeable Senior Notes due June 2010 and 8% Senior Notes due
January 2014.

A full-text copy of the Debtors' disclosure statement is available
for free at:

               http://ResearchArchives.com/t/s?3a6a

A full-text copy of the Debtors' joint Chapter 11 plan of
reorganization is available for free at:

               http://ResearchArchives.com/t/s?3a6b

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicado, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.


PRIMUS TELECOM: Sec. 341(a) Meeting Set for April 24
----------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, will convene a meeting of Primus Telecommunications
Group, Incorporated's creditors on April 24, 2009, at 1:00 p.m.,
at the Office of the United States Trustee, J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, 844 King Street, in 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 officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicado, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.


PUMA CAPITAL: S&P Withdraws 'B' Rating on Class G Notes
-------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B'
rating on Puma Capital Ltd.'s Class G notes and its 'B+' rating on
Puma's Class F notes.

Puma partially redeemed the Class G notes.  There was
$21.5 million outstanding on March 27, 2009.  Puma has also fully
redeemed the $39 million Class F notes.

"The risk period for all of Puma's retro-reinsurance contracts has
expired, but the Class G notes still have some exposure to
Hurricane Ike," noted Standard & Poor's credit analyst James
Brender. One cedent still has coverage for this event.  Based on
the cedent's current estimate of its losses from Ike, Standard &
Poor's believes the probability of Puma incurring a loss from this
contract is extremely remote.  Assuming Puma does not incur a loss
on its only outstanding contract, Standard & Poor's believes it
has adequate resources to repay the Class G notes.  Puma had cash
(including trust balances) of almost $26 million as of Dec. 31,
2008.  The remaining balance on the Class G notes is less than $22
million.


QUEBECOR WORLD: Agrees to Bankruptcy Exit Strategy with Creditors
-----------------------------------------------------------------
Quebecor World Inc. has reached agreement in principle on the key
terms that will allow QWI to successfully emerge from creditor
protection.

After extensive negotiations with its major creditor
constituencies, Quebecor World Inc., together with its
subsidiaries currently subject to reorganization proceedings in
the U.S., reached a general agreement on the material terms and
conditions of a consolidated restructuring plan that will form the
basis of a comprehensive Plan of Reorganization, Arrangement or
Compromise that will recapitalize and substantially deleverage the
Company from its pre-filing levels.  In connection with this
restructuring, the Company also anticipates having to arrange exit
financing at levels below its current debtor-in-possession
financing facility.

Quebecor World said the general agreement reached with its major
creditor constituencies is consistent with its stated objective of
exiting creditor protection with a strong balance sheet.  The
Company continues to work with its major creditor constituencies,
and anticipates that it will be in a position to file a Plan of
Reorganization, Arrangement or Compromise in Canada and a
complementary Plan of Reorganization in the United States,
together with associated disclosure documents, by the end of April
that will provide detailed information regarding the
recapitalization of the Company, the recoveries that will be
available to creditors and the going forward business plan of the
reorganized Quebecor World Inc.  This plan formulation and
confirmation process is anticipated to allow for the Company's
emergence from creditor protection by mid-July.

As the Company has consistently stated, in light of the CCAA and
Chapter 11 Proceedings, it is highly unlikely that the Company's
existing Multiple Voting Shares, Redeemable First Preferred Shares
and Subordinate Voting Shares will have any value following the
implementation of a plan of reorganization.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


QWEST COMMUNICATIONS: S&P Affirms Corporate Credit Rating at 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BBB-'
issue-level and '1' recovery ratings to Qwest Corp.'s proposed
$300 million of senior notes due 2016 to be issued under Rule
144A.  The '1' recovery rating denotes prospects for very high
(90%-100%) recovery of principal in a payment default.  Proceeds
will be used for general corporate purposes, including repayment
of indebtedness and funding and refinancing investments in its
telecommunications assets.

At the same time, S&P affirmed all of Qwest Communications
International Inc.'s ratings, including its 'BB' corporate credit
rating.  Denver-based telecommunications carrier Qwest is the
parent to incumbent local exchange carrier Qwest Corp.  The
outlook is stable.  As of Dec. 31, 2008, the company had
$13.7 billion of total funded debt outstanding.  The new debt
issue is expected to be largely used to repay upcoming maturities,
which are sizable over the next few years.

"Despite a secular decline in Qwest's core wireline business,"
said Standard & Poor's credit analyst Richard Siderman, "we expect
cash from operations, coupled with the current dividend and
limited share repurchase, to enable the company to maintain
adjusted leverage near the 4x level."  This parameter is
consistent with the current `BB' rating, at least over the near
term.


QWEST COMMUNICATIONS: S&P Cuts Rating on $850 Mil. Credit to 'BB'
-----------------------------------------------------------------
Standard & Poor's said it assigned its 'BBB-' issue-level rating
and '1' recovery rating to Qwest Corp.'s $810.5 of notes due 2016
to be issued under Rule 144A with registration rights, which
represents an upsize to the previously proposed $300 million of
new notes.  Proceeds will be used for general corporate purposes,
including repayment of indebtedness, and funding and refinancing
investments in the company's telecommunications assets.

At the same time, S&P lowered the rating on Denver-based
telecommunications parent Qwest Communications International
Inc.'s $850 million revolving credit to 'BB' from 'BBB-' and
revised the recovery rating on that debt to '3' from '1'.  The '3'
recovery rating indicates expectations for meaningful (50%-70%)
recovery of principal in the event of default.  S&P also affirmed
all other ratings on Qwest and its related entities, including its
'BB' corporate credit rating.  The outlook is stable.

"We lowered the rating on the revolving credit due to heightened
concentration of priority claims at time of default under S&P's
recovery methodology, notably additional debt at Qwest Corp.,"
said Standard & Poor's credit analyst Richard Siderman, "given the
upsizing in the new debt issue."


QWEST CORPORATION: Fitch Retains 'BB' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Qwest Corporation's
proposed $300 million offering of senior unsecured notes due 2016.
These notes will rank equally with the other outstanding QC debt.
Fitch expects that proceeds from the offering will be used for
general corporate purposes including refinancing QC debt.  QC is
an indirect wholly owned subsidiary of Qwest Communications
International, Inc.  Qwest and QC have an Issuer Default Rating of
'BB'.  At the end of 2008, Qwest had approximately $13.7 billion
of debt outstanding, including $7.6 billion issued by QC.  The
rating outlook for Qwest and its subsidiaries is Stable.

The debt at QC is the most senior within Qwest's consolidated debt
structure and Fitch's 'BBB-' senior unsecured rating reflects the
debt's proximity to QC's valuable access lines.  Overall, the
ratings assigned to Qwest and its subsidiaries incorporate the
scope, scale and relatively consistent cash flow generated by QC's
local exchange business, and the positive trends of Qwest's
enterprise segment.  Fitch's ratings also reflect Qwest's
financial flexibility, solid liquidity position in relation to
near-term scheduled maturities and Fitch's expectation of
continued, albeit pressured, generation of free cash flow.

Fitch believes that Qwest's credit profile is strong within the
current ratings category; however, its competitive position is
weaker when compared to its regional bell operating company peer
group.  Qwest's business profile is more wire-line voice and
consumer centric relative to its RBOC peer group.  These
businesses arguably are most exposed to competitive and technology
threats.  In Fitch's opinion Qwest lacks the revenue growth
opportunities, particularly a strong facilities-based wireless
business, that can offset competitive, economic and technology
issues that continue to erode Qwest's land-line business.

Qwest has sufficient capacity within the current ratings to
withstand an expected weakening of its operating profile due to
ongoing competitive, technology substitution and economic factors.
From Fitch's perspective, to maintain its competitive position and
to offset the impact of access line losses, Qwest's fiber-to-the-
node investment becomes increasingly important to the company as
the broadband service will anchor all consumer-based service
offerings.  As of the end of 2008 Qwest's fiber-to-the-node build-
out reached approximately 1.9 million homes within Qwest's service
area.  During 2009 the company expects to expand its fiber-to-the-
node build-out by another 1.5 million homes with a goal to provide
the service to approximately 60% of its service area.

Balancing the operational concerns is Fitch's expectation that
Qwest will continue to generate relatively stable amounts of free
cash flow as Fitch believes that the company has a significant
level of flexibility within its capital budget to manage free cash
flow generation.  During 2009, the company expects to generate
free cash flow before dividends of $1.4 billion to $1.5 billion.
However, operational pressures may lead to lower free cash flow
generation compared to 2008.

Outside of the dividend payment, Fitch believes that the company
will utilize the free cash flow generation to retire Qwest and
Qwest Capital Funding scheduled debt maturities, and consistent
with the offering of senior unsecured notes, opportunistically
look to refinance QC scheduled maturities over the ratings
horizon.  The level of free cash flow is expected to be sufficient
to satisfy scheduled maturities.  Fitch currently expects that the
$591 million of remaining 2009 scheduled maturities and $917
million of 2010 scheduled maturities, including $500 million of QC
maturities, will be retired.  Fitch notes that the holders of
Qwest's 3.5% convertible notes due 2025 have a put option
exercisable on Nov. 15, 2010.  The execution of the put option
will increase the refinancing risk attributable to Qwest's credit
profile.  However, the refinancing risk is eased somewhat if the
company is successful in refinancing the QC maturities during
2010.  In addition to anticipated levels of capital expenditures,
dividends and scheduled maturities, cash requirements during 2010
may include up to $300 million of pension funding.

The Stable Rating Outlook reflects Fitch's expectation that the
company's operating strategies, in particular the continued
strengthening of Qwest's service bundle and investment in high-
speed data, will preserve operating margins and slow the rate of
erosion of Qwest's Mass Market operating segment.


QWEST CORPORATION: Moody's Assigns 'Ba1' Rating on $300MM Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Qwest
Corporation's planned offering of $300 million senior notes due
2016.  The notes rank equally with all other unsecured and
unsubordinated indebtedness of QC.

Moody's views this debt issuance as in line with the company's
usual policy of refinancing maturing debt at QC while paying off
debt issued by the parent company, Qwest Communications
International Inc.  The company previously deviated from this
policy in the fourth quarter of 2008 as credit markets became
particularly volatile and chose to pay down QC debt of
approximately $320 million in 5.625% Notes with cash as they came
due November 15, 2008.

Although debt levels at QC could increase if this offering is
upsized, over time Moody's expect debt will return to historical
levels.  Moody's notes that QC's next maturity is the company's
$500 million 6.95% term loan due June 30th, 2010.

Moody's has taken these rating actions:

At QC:

* $300 million Senior Unsecured Notes due 2016 -- Ba1 Assigned,
  LGD2-29%

The debt instrument ratings are determined using Moody's Loss
Given Default Methodology.  The LGD assessment and point estimates
are subject to change depending on the final size of the offering.

Moody's most recent rating action related to QC was taken on May
2nd 2007 at which time Moody's assigned a Ba1 rating to the
company's planned offering of $500 million senior notes due 2017.

Qwest is a RBOC and nationwide inter-exchange carrier
headquartered in Denver.


RAZAAK ADEWALE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Razaak Adewale Ademosu
        Linda Lola Ademosu
        4573 Winfield Drive
        Nashville, TN 37211

Bankruptcy Case No.: 09-03689

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Lefkovitz & Lefkovitz Law Offices
                  618 Church St., #410
                  Nashville, TN 37219-2321
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  Email: slefkovitz@lefkovitz.com

Total Assets: $2,486,900

TotalDebts: $3,288,654

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

          http://bankrupt.com/misc/tnmb09-03689.pdf

The petition was signed by Razaak Adewale Ademosu and Linda Lola
Ademosu.


RBS GLOBAL: Commences Another "Distressed" Offer for Unsec. Notes
-----------------------------------------------------------------
Rexnord Holdings, Inc., said April 6 that it is commencing a
private exchange offer to exchange new 9.50% Senior Notes due 2014
of RBS Global, Inc., and Rexnord LLC; for senior unsecured term
loans outstanding under the Credit Agreement, dated as of March 2,
2007, among Rexnord Holdings, Credit Suisse, as Administrative
Agent, Banc of America Bridge LLC, as Syndication Agent, and the
lenders from time to time party thereto.

The New Senior Notes will have substantively the same terms as the
Issuers' existing senior notes due 2014, but will not be fungible
with or exchangeable for such notes.  The purpose of the Holdco
Loans Exchange Offer is to reduce the outstanding principal amount
of debt of Rexnord Holdings.

The Holdco Loans Exchange Offer will expire at 5:00 p.m., New York
City time, on April 15, 2009, unless terminated or withdrawn
earlier, or unless extended.  There are no withdrawal rights or
revocation rights with respect to surrendered Holdco Loans in the
Holdco Loans Exchange Offer.

The Holdco Loans Exchange Offer is not conditioned on a minimum
principal amount of Holdco Loans being tendered or the issuance of
a minimum principal amount of New Senior Notes.  However, the
Holdco Loans Exchange Offer is subject to certain other
conditions. In addition, Rexnord Holdings has the right to amend,
terminate or withdraw the Holdco Loans Exchange Offer, at any time
and for any reason, including if any of the conditions to the
Holdco Loans Exchange Offer are not satisfied.

Surrendered Holdco Loans will only be accepted in the event that
less than all of Rexnord Holdings' PIK Toggle Senior Notes due
2013 would be exchanged for New Senior Notes upon the consummation
of the Offerors' previously announced exchange offer with respect
to the Old Holdco Notes.  In addition, if the aggregate principal
amount of New Senior Notes to be issued in exchange for the Holdco
Loans surrendered in the Holdco Loans Exchange Offer, when taken
together with the aggregate principal amount of New Senior Notes
to be issued in exchange for the Old Holdco Notes tendered in the
Holdco Notes Exchange Offer, would exceed $165 million, such
surrendered Holdco Loans will be accepted on a pro rata basis in
the greatest aggregate principal amount practicable that does not
cause the Maximum Exchange Amount to be exceeded.  The
consummation of the Holdco Loans Exchange Offer is subject to the
completion of the Holdco Notes Exchange Offer.

The New Senior Notes have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.

The Holdco Loans Exchange Offer is being made only to qualified
institutional buyers and accredited investors and outside the
United States to persons other than U.S. persons.  The Holdco
Loans Exchange Offer is made only by, and pursuant to, the terms
set forth in the Offering Memorandum, and the information in this
press release is qualified by reference to the Offering Memorandum
and the accompanying letter of instruction.

Documents relating to the Holdco Loans Exchange Offer, including
the Offering Memorandum, will only be distributed to Lenders who
complete and return a letter of eligibility confirming that they
are within the category of eligible investors for the Holdco Loans
Exchange Offer.  Lenders who desire a copy of the eligibility
letter should contact the Credit Suisse, as the Administrative
Agent.

RBS Global Inc. recorded a net loss of $386.5 million on net sales
of $1.45 billion for the nine months ended Dec. 27, 2008.  The
Company had assets of $3.40 billion against debts of
$3.08 billion as of Dec. 27, 2008.

       Prior Distressed Exchange Offer 8.75% Senior Notes

The distressed exchange offer of RBS Global, Inc., to exchange new
9.5% senior unsecured notes of 2014 for 8.75% senior notes of 2016
and pay-in-kind notes will expire April 21.

RBS Global, Inc., and Rexnord LLC and their parent, Rexnord
Holdings announced March 25 that they are commencing private
exchange offers to exchange (a) the Issuers' new 9.50% Senior
Notes due 2014 for any and all of the Issuers' 8.875% Senior Notes
due 2016 (CUSIP/ISIN 75524DAG5 / US75524DAG51) (the "Old 2016
Notes") and (b) the New Senior Notes for any and all of Rexnord
Holdings' PIK Toggle Senior Notes due 2013 (CUSIP/ISIN 76168TAB0 /
US76168TAB08 and CUSIP/ISIN G4410SAA5 / USG4410SAA53).

The New Senior Notes will have substantively the same terms as the
Issuers' existing senior notes due 2014, but will not be fungible
with or exchangeable for such notes.  The purpose of the Exchange
Offers is to reduce the outstanding principal amount of debt of
the Issuers and Rexnord Holdings and to manage the Issuers'
outstanding indebtedness.

Holders who validly tender their Old Notes on or prior to
5:00 p.m., New York City time, on April 3, 2009, and whose Old
Notes are accepted by the Issuers in the Exchange Offers were set
to receive an early participation consideration of $25.00 in
principal amount of New Senior Notes per $1,000 principal amount
of Old 2016 Notes, and $37.50 in principal amount of New Senior
Notes per $1,000 principal amount of Old Holdco Notes.

The Exchange Offers are not conditioned on a minimum principal
amount of Old Notes being tendered or the issuance of a minimum
principal amount of New Senior Notes.

Each of the Exchange Offers will expire at midnight, New York City
time, on April 21, 2009, unless terminated or withdrawn earlier,
or unless any of them is extended.

The deadline to withdraw tenders was on April 3, 2009, unless the
deadline was extended by the Issuers and Rexnord Holdings.

Noteholders who desire a copy of the eligibility letter should
contact D.F. King & Co., Inc., the information agent and exchange
agent for the Exchange Offers, at (800) 431-9645 (Toll-Free) or
(212) 269-5550 (Collect).

A full-text copy of RBS disclosure filed in connection with the
Tender Offer is available for free at:

          http://researcharchives.com/t/s?3b25

                         About RBS Global

RBS Global, Inc. (RBS Global) is a diversified, multi-platform
industrial company.  Its business is comprised of two platforms:
Power Transmission (PT) and Water Management (WM).  Its PT product
portfolio includes gears, industrial bearings, flattop chain and
modular conveyor belts, couplings, aerospace bearings and seals,
industrial chain.  The products are either incorporated into
products sold by original equipment manufacturers (OEMs) or sold
to end users through industrial distributors as aftermarket
products.  The Company's PT products are used in the plants and
equipment of companies in diverse end-market industries, including
aerospace, cement and aggregates, construction, energy, food and
beverages and forest and wood products.  RBS Global's WM platform
is focused on non-residential construction market for water
management products.  On
February 7, 2007, the Company acquired the Zurn plumbing products
business of Jacuzzi Brands, Inc., from an affiliate of Apollo
Management, L.P.

                           *     *     *

As reported by the TCR on April 6, 2009, Moody's Investors Service
lowered the ratings of RBS Global -- Probability of Default Rating
to Ca from B3 and the Corporate Family Rating to Caa1 from B3.  In
a related rating action, Moody's lowered the Speculative Grade
Liquidity rating to SGL-3 from SGL-2.  Even though the outlook for
the Company is stable, the ratings of certain debt instruments are
under review for potential downgrade pending the results of the
exchange offers.

The downgrade of the Company's PDR results from RBS' recent
announcement of the commencement of private exchange offers to
exchange new 9.50% senior unsecured notes due 2014 for RBS' 8.875%
senior unsecured notes due 2016 and the PIK toggle senior notes
issued by Rexnord Holdings, Inc.'s, RBS' parent company.  The
exchange offer for both notes is at values below par.
Additionally, the current exchange offer coupled with previous
discounted purchases of PIK toggle senior notes will effectively
extinguish most of this debt at significant discounts.  Moody's
views these transactions, as proposed, to be a distressed
exchange.  Moody's will classify this transaction as a limited
default and will likely change the PDR to Caa1/LD upon the closing
of the exchange.


REDMAN-HIRAHARA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Redman-Hirahara Foundation
        P.O. Box 2526
        Watsonville, CA 95077

Bankruptcy Case No.: 09-51623

Chapter 11 Petition Date: March 10, 2009

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Michael K. Mehr, Esq.
                  Law Offices of Michael K. Mehr
                  100 Doyle St. #A
                  Santa Cruz, CA 95062-2130
                  Tel: (831) 425-5757
                  Email: MMehr51@aol.com

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

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

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

            http://bankrupt.com/misc/canb09-51623.pdf

The petition was signed by Geoff Scurfield, President of the
company.


RENT-A-CENTER INC: Note Redemption Won't Affect S&P's 'BB' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Plano, Texas-based Rent-A-Center Inc. (BB/Negative/--)
are currently unaffected by the company's announcement that it
will redeem approximately $150 million of its 7.5% senior
subordinated notes due 2010.

The redemption price will be equal to 100% of the principal amount
outstanding plus accrued interest to the redemption date, which is
expected to be May 19, 2009.

Rent-A-Center is the nation's largest rent-to-own operator.


RESIDENTIAL CAPITAL: Additional Aid Won't Affect S&P's CCC Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on GMAC
LLC (CCC/Negative/C) and Residential Capital LLC (CCC/Negative/C)
are not affected by GMAC LLC's announcement of additional support
to Residential Capital LLC.

Residential Capital LLC announced in an 8-k filing that a
subsidiary agreed to sell to GMAC LLC its interests in Residential
Funding Securities LLC (an SEC-registered broker-dealer) and the
outstanding share capital of RFC Investments Ltd.  RFC owns the
outstanding share capital of RFSC International Ltd., a broker-
dealer registered with the Financial Services Authority in the
U.K.  The aggregate consideration for these transactions is about
$61 million.  The transactions are further examples of GMAC LLC's
support for Residential Capital LLC.  Such support enhances
Residential Capital LLC's capital position in what S&P expects to
be period of continued losses.


RESIDENTIAL CAPITAL: Will Sell Interests in RFS Unit to GMAC
------------------------------------------------------------
Residential Funding Company, LLC (RFC), an indirect subsidiary of
Residential Capital, LLC (ResCap), entered into a Membership
Interest and Share Purchase Agreement with ResCap indirect parent
GMAC LLC on March 31, 2009, whereby RFC agreed to sell to GMAC (i)
all of the outstanding limited liability company membership
interests in Residential Funding Securities, LLC (RFS), a Delaware
limited liability company and SEC-registered broker-dealer  and
(ii) all of the outstanding share capital of RFC Investments
Limited (RFCIL).  RFCIL owns all of the outstanding share capital
of RFSC International Limited, a broker-dealer registered with the
Financial Services Authority in the United Kingdom (RFSC).  Each
of RFCIL and RFSC are private companies limited by shares
incorporated in England and Wales.

The aggregate consideration to be paid to RFC (i) in exchange for
the RFS Interests will be $43,664,688 in cash (representing the
net book value of RFS as of February 28, 2009, less $500,000) and
(ii) in exchange for the RFCIL Interests will be $16,970,486 in
cash (representing the net book value of RFSC as of February 28,
2009), in each case subject to adjustment after the closing of the
transactions to account for any change (positive or negative) in
net book value of the respective entities between March 1, 2009
and the closing date.  In addition, on the closing date with
respect to the RFS Interests, GMAC will pay to RFC an amount equal
to all outstanding principal due and payable under the existing
$50,000,000 subordinated loan between RFC and RFS, and provide a
new $50,000,000 subordinated loan to RFS in replacement thereof.
This transaction was determined by an independent, third party
financial advisor to be fair to ResCap from a financial point of
view.

The Purchase Agreement contains representations, warranties and
covenants customary for such agreements, and the closing of the
transaction is conditioned upon receipt of required regulatory
approvals applicable to RFS and RFSC.

In connection with the closing of the transaction, the RFS
Interests and the RFCIL Interests will be released from the liens
securing ResCap's senior secured credit facility with GMAC and
ResCap's secured notes.

                         About GMAC LLC

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

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

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

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

                         About ResCap

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.

                           *     *     *

As reported in the Troubled Company Reporter on Dec 3, 2008,
Dominion Bond Rating Service placed all ratings of Residential
Capital, LLC, including its Issuer and Long-Term Debt rating of C,
Under Review with Negative Implications.


RIVERFRONT PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Riverfront Properties, LLC
        d/b/a New Orleans Riverfront Restaurant, Inc.
        121 Alexander Rd.
        West Columbia, SC 29169

Bankruptcy Case No.: 09-02436

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

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Reid B. Smith, Esq.
                  Price Bird Smith & Boulware PA
                  1712 St Julian Place, Suite 102
                  Columbia, SC 29204
                  Tel: (803) 779-2255
                  Email: reid@pricebirdlaw.com

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

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

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

          http://bankrupt.com/misc/scb09-02436.pdf

The petition was signed by Anthony Kokolis, president of the
Company.


RIVIERA HOLDINGS: Misses Interest Payments, Defaults on Facility
----------------------------------------------------------------
Riviera Holdings Corporation received on April 1, 2009, a notice
of default, from Wachovia Bank, National Association with respect
to that certain Credit Agreement, dated June 8, 2007, entered into
by the Company; its subsidiaries Riviera Operating Corporation,
Riviera Gaming Management of Colorado, Inc., and Riviera Black
Hawk, Inc., with Wachovia, as administrative agent and as the sole
initial lender; Wells Fargo Foothill, Inc., as syndication agent;
CIT Lending Services Corporation, as documentation agent; and
Wachovia Capital Markets, LLC, as sole lead arranger and sole
bookrunner. (Since the closing of the Credit Facility, additional
financial institutions have been added as lender participants.)

The Default Letter alleges that subsequent to the Company's
receipt of a default notice on February 26, 2009, in connection
with the Company's failure to comply with the Administrative
Agents' request to provide a deposit account control agreement,
which Notice was reported on Form 8-K filed March 4, 2009,
additional defaults and events of default have occurred and are
continuing under Section 7.1(c) of the Credit Agreement with
regard to covenant defaults and 7.1(d) of the Credit Agreement
with regard to indebtedness cross-defaults; including, but not
limited to: (i) the Company's failure to deliver to the
Administrative Agent an audited financial statement without a
"going concern" qualification as required under Section 5.1(a) of
the Credit Agreement; (ii) the Company's failure to deliver to the
Administrative Agent a certificate of an independent certified
public accountant in conjunction with the Company's financial
statement as required under Section 5.2(a) of the Credit
Agreement; and (iii) the occurrence of a default or breach under a
secured hedging agreement.

The Default Letter alleges further that in addition to the
Specified Events of Default, potential events of default exist
under Section 7.1(a)(iii) of the Credit Agreement as a result of,
among other things, the Company's failure to pay to the
Administrative Agent; (i) accrued interest on the Company's LIBOR
rate loan on March 30, 2009, as required under Section 2.8(c) of
the Credit Agreement; (ii) the commitment fee on March 31, 2009,
as required under Section 2.5(a) of the Credit Agreement; and
(iii) accrued interest on the Companies alternate base rate loans
on March 31, 2009 as required under Section 2.8(c) of the Credit
Agreement.  The Default Letter states that pursuant to Section
7(a)(iii) of the Credit Agreement, additional events of default
will occur under the Credit Agreement unless (i) the LIBOR Payment
is made on or before April 2, 2009; and (ii) the
March 31st Payments are made on or before April 3, 2009.  Section
7.1(a)(iii) of the Credit Agreement provides, in relevant part,
that an event of default exists if the Company fails to pay any
interest on any loan or any fee or other amount payable under the
Credit Agreement when due in accordance with the terms of the
Credit Agreement and such failure continues unremedied for three
days.  The Company did not make these payments before April 3,
2009.

The Credit Facility consists of a $225 million seven-year term
loan, and a $20 million five-year revolving credit facility under
which the Company can obtain extensions of credit in the form of
cash loans or standby letters of credit.  At the time of the
Notice, the outstanding balance on the Term Loan was
$225.0 million and the outstanding balance on the Revolving Credit
Facility was $2.5 million.

The Administrative Agent has informed the Company that as a result
of the Specified Events of Default, all amounts owing under the
Credit Agreement hereafter bear interest, payable on demand, at a
rate equal to: (i) in the case of principal, 2% above the
otherwise applicable rate; and (ii) in the case of interest, fees
and other amounts, the ABR Default Rate (as defined in the Credit
Agreement), which as of April 1, 2009 was 6.25%.  The Default
Letter further states that at this time, no Swingline Loans or
additional Revolving Loans are available to the Company.

                         Swap Agreement

The Company received a Notice of Event of Default and Reservation
of Rights dated April 1, 2009, from Wachovia in connection with an
alleged event of default under the ISDA Master Agreement, dated as
of May 31, 2007, between Wachovia and the Company.

The Default Notice alleges that (a) an event of default exists
pursuant to Section 5(a)(vi)(i) of the Swap Agreement arising from
the occurrence of an event of default(s) under the Credit
Agreement and (b) that the Company failed to make payments
totaling $2,149,614.88 to Wachovia with respect to one or more
transactions under the Swap Agreement.  The Default Notice states
the Company's failure to pay this overdue amount on or before the
third local business day after receipt of the Default Notice will
constitute an event of default under Section 5(a)(i) of the Swap
Agreement.  The Company did not pay the overdue amount within the
three-day grace period.

The Company has said any default under the Swap Agreement
automatically results in an additional default interest of 1% on
any overdue amounts under the Swap Agreement.  This default rate
is in addition to the interest rate that would otherwise be
applicable under the Swap Agreement.  As of December 31, 2008, the
amount outstanding under the Swap Agreement was
$30.2 million.

                     About Riviera Holdings

Riviera Holdings Corp. is a holding company that, through its
wholly owned subsidiary, Riviera Operating Corporation, owns and
operates the Riviera Hotel & Casino (Riviera Las Vegas) located on
the Las Vegas Boulevard in Las Vegas, Nevada. The Company, through
its wholly owned subsidiary, Riviera Black Hawk, Inc., owns and
operates the Riviera Black Hawk Casino (Riviera Black Hawk), a
limited-stakes casino in Black Hawk, Colorado. Riviera Las Vegas
comprises approximately 1.8 million square feet, including 110,000
square feet of casino space, a 160,000-square-foot convention,
meeting and banquet facility; 2,075 hotel rooms (including 177
luxury suites) in five towers; three restaurants; a buffet; four
showrooms; a lounge, and approximately 2,300 parking spaces.
Riviera Black Hawk has 32,000 square feet of gaming space, parking
for approximately 520 vehicles, a 252-seat buffet, two bars and an
entertainment center with seating for approximately 400 people


ROLLY'S LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Rolly's, LLC
        d/b/a Rolly's Bistro
        1275 South River Rd.
        Cranbury, NJ 08512

Bankruptcy Case No.: 09-17838

Chapter 11 Petition Date: March 31, 2009

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

Debtor's Counsel: Allen I. Gorski, Esq.
                  Barry W. Frost, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500
                  Email: agorski@teichgroh.com
                         bfrost@teichgroh.com

Total Assets: $0.00

Total Debts: $1,239,752.99

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

          http://bankrupt.com/misc/njb09-17838.pdf

The petition was signed by Roland Baader, Managing Member of the
company.


ROUGE INDUSTRIES: Wants Plan Filing Period Extended to May 29
-------------------------------------------------------------
Rouge Industries, Inc., et. al, ask the U.S. Bankruptcy Court for
the District of Delaware to further extend their exclusive periods
to:

  a) file a plan through and including the later of confirmation
     of a plan or May 29, 2009, and

  b) solicit acceptances through and including the later of
     confirmation of a plan or June 30, 2009.

The Debtors intend to use the additional time to solicit votes on
and confirm the Plan.  The Official Committee of Unsecured
Creditors has informed the Debtors that it supports the further
extension of the exclusive periods.

As in previous motions, the Debtors tell the Court that creditors
will not be prejudiced by an extension of the exclusive periods,
and that the requested extension will not prejudice parties in
interest seeking a reduction or termination of the exclusive
periods for cause.

As reported in the Troubled Company Reporter on February 24, 2009,
the Court approved the adequacy of the disclosure statement
describing the Joint Plan of Liquidation of the Debtors and the
Official Committee of Unsecured Creditors, dated December 18, 2008
(as amended, supplemented or modified) under Chapter 11 of the
Bankruptcy Code.

A full-text copy of the Disclosure Statement explaining the
Debtors and the Official Committee of Unsecured Creditors' Joint
Plan of Liquidation under Chapter 11 of the Bankruptcy Code is
available for free at:

     http://bankrupt.com/misc/RougeIndustries_DS.part1.pdf
     http://bankrupt.com/misc/RougeIndustries_DS.part2.pdf

                      About Rouge Industries

Based in Dearborn, Michigan, Rouge Industries, Inc., is an
integrated producer of flat-rolled steel.  Rouge Industries,
together with Rouge Steel Company, QS Steel Inc., and Eveleth
Taconite Company, filed for chapter 11 protection on Oct. 23, 2003
(Bankr. D. Del. Lead Case No. 03-13272).

Adam G. Landis, Esq., Kerri K. Mumford, Esq., Rebecca L. Butcher,
Esq., at Landis, Rath & Cobb, LLP, Alicia Beth Davis, Esq., Daniel
B. Butz, Esq., Donna L. Culver, Esq., Donna L. Harris, Esq., Eric
D. Schwartz, Esq., Gregory Thomas Donilon, Esq., Gregory W.
Werkheiser, Esq., Robert J. Dehney, Esq., Thomas F. Driscoll,
Esq., William H. Sudell, Jr., at Morris, Nichols, Arsht & Tunnell
LLP, and Joanna Flynn, Esq., at Akin Gump Strauss Hauer & Feld
LLP, represent the Debtors.  The U.S. Trustee for Region 3
appointed creditors to serve on an Official Committee of Unsecured
Creditors.  Gaston Plantiff Loomis, II, Esq., Kurt F. Gwynne,
Esq., Richard Allen Keuler, Jr., Esq., at Reed Smith LLP, and
Thomas Joseph Francella, Jr., Esq., at Whiteford Taylor Preston
LLC, serve as counsel to the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.


SEAGATE TECHNOLOGY: Fitch Cuts Issuer Default Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has taken these rating actions on Seagate Technology
and subsidiaries (wholly owned and debt unconditionally guaranteed
by Seagate), subsequent to the grant of a first-lien security
interest under the company's second amended and restated credit
agreement dated April 3, 2009 and resulting subordination of the
senior unsecured debt:

Seagate

  -- Issuer Default Rating downgraded to 'BB' from 'BB+';

  -- Secured credit facility (formerly unsecured) upgraded to
     'BBB-' from 'BB+'.

Seagate Technology HDD Holdings (Seagate HDD)

  -- IDR downgraded to 'BB' from 'BB+';

  -- Senior unsecured debt downgraded to 'BB' from 'BB+';

  -- Secured credit facility (formerly unsecured) upgraded to
     'BBB-' from 'BB+'.

Maxtor Corporation (Maxtor)

  -- IDR downgraded to 'BB' from 'BB+';

  -- Senior unsecured debt downgraded to 'BB' from 'BB+';

  -- Subordinated debentures downgraded to 'B+' from 'BB-'.

The Rating Outlook is Negative.  Approximately $2.4 billion of
total debt is affected by Fitch's action, including the company's
$350 million secured revolving credit facility.

Seagate's IDR of 'BB' and Negative Rating Outlook reflect:

-- Declining demand for hard disk drives, especially for
   desktop personal computers, due to the weak worldwide
   macroeconomic environment, resulting in excess HDD industry
   capacity and greater than normal declines in average selling
   prices.  Fitch expects PC demand to remain weak in calendar
   2009 with worldwide unit shipments declining 10%-15%,
   despite solid growth of lower-cost netbooks, which require
   smaller capacity HDDs.

  -- Seagate's adequate, but weakening liquidity profile due to
     Fitch's expectations for a significant decline in free cash
     flow in fiscal year 2009 ending June 30, 2009, upcoming debt
     maturities of $300 million and $135 million in calendar 2009
     and 2010, respectively, and no availability under the
     amended credit facility due to the reduction in capacity to
     $350 million from $500 million previously.  On Dec. 10, 2008,
     Seagate borrowed $350 million under the credit facility to
     bolster its cash position prior to the implementation of
     cost reduction initiatives designed to rationalize
     production capacity and improve overall cost competitiveness.
     Fitch expects free cash flow to decline significantly in
     fiscal 2009 from revenue and profitability pressures and
     cash restructuring payments for severance.

  -- Execution risk relating to Seagate's extensive restructuring
     actions required to reduce HDD capacity in line with a lower
     demand environment.

  -- Seagate's ability to recoup and maintain a time to market
     advantage critical to achieving market share gains in the
     notebook market and increasing overall profitability.  Fitch
     believes increasingly formidable competition from Western
     Digital Corporation and Hitachi Global Storage Technologies
     could challenge Seagate's ability to achieve and maintain
     product leadership in certain markets, most notably
     notebooks.

-- Potential gross margin pressure as Seagate's HDD unit mix
   for PCs gradually shifts to lower-margin notebooks at the
   expense of desktops.

  -- Consistently declining ASPs for HDDs due to intense
     competition and low switching costs;

  -- Long-term threat of technology substitution from NAND flash-
     based solid state drives;

-- Long-term risk of unfavorable U.S. tax legislation that
   could materially increase tax liabilities for Seagate and
   other companies with significant domestic operations that
   are incorporated in offshore countries with low or no
   corporate income tax, such as Bermuda or the Cayman Islands.

The downgrades also incorporate the risk of further subordination
in the event Seagate issues additional secured debt to refinance
$435 million of debt maturing through calendar 2010.  In addition
to the upcoming debt maturities, Fitch believes the terms of the
amended credit agreement support a potential issuance of secured
second lien debt due to two factors.  Firstly, Seagate can raise
and retain the greatest amount of capital from a secured debt
offering (up to $430 million), excluding equity, to refinance a
portion of the $1.5 billion of Seagate HDD senior notes and/or
$135 million of Maxtor senior notes due 2010 (in aggregate the
senior notes) before triggering new mandatory prepayments equal to
50% of the net proceeds from debt and equity issuances.  Fitch
believes dilution concerns attributable to Seagate's pressured
stock price could preclude the company from issuing equity in the
near term, despite a higher mandatory prepayment trigger equal to
50% of net proceeds in excess of $500 million.  Secondly, Fitch
believes the limitation on liens covenant in the amended credit
agreement permits liens on the same collateral granted under the
amended credit facility to refinance the senior notes, provided
that the liens are junior to the credit facility and the amount of
secured debt does not violate the limitation on liens covenant in
the senior note indenture, which would require the notes to be
equally and ratably secure with the secured credit facility.
Fitch notes the Seagate HDD indenture limits secured debt to 15%
of Consolidated Net Worth, or $780 million, as of the note
issuance date, with amounts in excess requiring the notes to be
equally and ratably secure.

Fitch believes stabilization of the ratings could occur in the
first half of calendar 2009 if:

  -- Seagate pre-funds upcoming debt maturities;

  -- Revenue, profitability and free cash flow meet or exceed
     Fitch's expectations;

  -- Industry capacity reductions result in a more benign pricing
     environment for HDDs, thereby enhancing profitability.

Key modifications to the credit agreement under the amendment
include:

-- Grant of a first priority lien on all tangible and
   intangible assets, including intellectual property,
   contracts and certain real-estate, stock of the borrower's
   (Seagate and Seagate HDD) direct and indirect U.S.
   subsidiaries and at least 66% of the stock of foreign
   subsidiaries.

  -- Reduction of credit facility capacity to $350 million from
     $500 million previously, resulting in the facility being
     fully drawn.

  -- Less stringent net leverage and minimum liquidity covenants
     through calendar 2009.  Previously fixed at 1.5 times, the
     maximum net leverage ratio increases to 1.8x for the fourth
     quarter of fiscal 2009 (July 3), 2.65x for the first quarter
     of fiscal 2010 (Oct. 2), 1.8x for the second quarter of
     fiscal 2010 (Jan. 1) and 1.5x thereafter.  In addition,
     minimum liquidity of $600 million through Jan. 1, 2010, as
     defined was amended to exclude borrowings under the credit
     facility.  Subsequent to Jan. 1, 2010, the minimum liquidity
     amount reverts back to $500 million, including credit
     facility borrowings.  Minimum fixed charge coverage remains
     unchanged and fixed at 1.5x.

  -- Debt issuance, excluding refinancing of existing debt,
     limited to 5% of Total Consolidated Assets ($353 million at
     Jan. 2, 2009), until second quarter of fiscal 2010 (Jan. 1)
     and 10% thereafter.

The ratings are supported by these factors:

  -- Broad product portfolio and leading market share in the
     overall HDD industry;

  -- The company's scale and vertically integrated model, which
     reduces per unit manufacturing costs;

  -- Continued growth of digital rich media by consumers and
     enterprise storage requirements bode favorable for longer-
     term HDD unit demand.

Seagate currently has adequate liquidity to satisfy operational
requirements and near-term debt maturities given its sizable cash
position, the vast majority of which is readily accessible without
adverse tax considerations.  Total liquidity was approximately
$1.3 billion as of Dec. 31, 2008, consisting of $1.3 billion of
cash.  Furthermore, liquidity is supported by annual free cash
flow that averaged nearly $504 million from fiscal year 2006 to
2008.  However, Fitch believes Seagate could generate negative
free cash flow in fiscal year 2009 due to weak end market demand,
aggressive industry pricing and cash restructuring payments.

Seagate's credit protection metrics are expected to materially
deteriorate in calendar 2009.  Fitch believes Seagate's leverage
(debt/operating EBITDA) could increase to 5x or greater in fiscal
2009 compared with 1.4x as of Dec. 31, 2008.  Interest coverage
(operating EBITDA/ interest expense) is expect to decline to 3x-5x
compared with 15x in the latest 12 months ended Dec. 31, 2008.

As of Dec. 31, 2008, total debt was approximately $2.4 billon,
consisting of:

  -- $300 million of floating rate senior notes due October 2009
     (Seagate HDD);

-- $600 million of 6.375% senior notes due October 2011
   (Seagate HDD);

  -- $600 million of 6.8% senior notes due October 2016 (Seagate
     HDD);

  -- $350 million of revolver borrowings due September 2011;

  -- $326 million of 2.375% convertible senior notes due 2012
     (Maxtor);

  -- $136 million of 6.8% convertible senior notes due 2010
     (Maxtor);

  -- $40 million of 5.75% subordinated debentures due 2012
     (Maxtor); and

  -- $15 million drawn from a Bank of China credit line (Maxtor).


SEAGATE TECHNOLOGY: S&P Affirms 'BB-' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Scotts Valley, California-based Seagate
Technology following the amendment of the company's senior credit
facility.  S&P revised the recovery rating on senior unsecured
issues at Seagate Holdings HDD Inc. to '4' from '3', indicating
average (30-50%) recovery in the event of a payment default,
reflecting the priority status of $350 million of newly secured
debt.  All other issue level and recovery ratings remain
unchanged.  The outlook remains negative.

The credit facility was amended to loosen performance covenants in
light of expected earnings weakness over the next four quarters.
In exchange, the commitment was lowered to
$350 million from $500 million, the company secured the
borrowings, and pricing was increased.

"While covenant relief removes a credit concern about compliance
in the near term," said Standard & Poor's credit analyst Lucy
Patricola, "the company continues to face considerable market
uncertainty, with prospects of weaker EBITDA generation, weakening
credit statistics, and the potential for declining liquidity due
to maturing debt and restructuring spending."


SEMGROUP ENERGY: Completes Settlement with SemGroup LP
------------------------------------------------------
SemGroup Energy Partners, L.P., has completed the settlement of
certain matters between it and SemGroup, L.P.

SemGroup, L.P., and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on July 22, 2008.  On March 12, 2009, the Bankruptcy
Court held a hearing and approved the transactions contemplated by
a term sheet relating to the settlement of certain matters between
SemGroup, L.P. and SemGroup Energy.  The Bankruptcy Court entered
an order approving the Settlement upon the terms contained in the
Term Sheet on March 20, 2009.

SemGroup, L.P., and SemGroup Energy have executed definitive
documentation, in the form of a master agreement, dated April 7,
2009, to be effective as of March 31, 2009, and certain other
transaction documents that supersede the Term Sheet and effectuate
the Settlement.  The Bankruptcy Court entered an order approving
the Master Agreement and the Settlement on April 7, 2009.

The Master Agreement and the Transaction Documents provided for,
among other things:

   -- SemGroup Energy transferred certain crude oil storage
      assets located in Kansas and Oklahoma to the Private
      Company.  These crude oil storage assets are part of
      SemGroup, L.P.'s proprietary Kansas crude oil
      transportation pipeline;

   -- SemGroup, L.P., transferred ownership of 355,000 barrels of
      crude oil tank bottoms and line fill to SemGroup Energy.
      These barrels of crude oil are necessary for SemGroup
      Energy to operate its crude oil tank storage and Oklahoma
      and Texas crude oil pipeline systems;

   -- SemGroup, L.P., rejected the existing Throughput Agreement
      with SemGroup Energy pursuant to which SemGroup Energy
      provided crude oil gathering, transportation, terminalling
      and storage services for SemGroup, L.P., at certain minimum
      levels;

   -- SemGroup Energy and SemGroup, L.P., entered into a new
      throughput agreement pursuant to which SemGroup Energy will
      provide certain crude oil gathering, transportation,
      terminalling and storage services to SemGroup, L.P., based
      on actual volumes transported at market rates;

   -- SemGroup, L.P., transferred its asphalt assets that are
      connected to SemGroup Energy's existing 46 asphalt
      terminals to SemGroup Energy;

   -- SemGroup, L.P., rejected the existing Terminalling and
      Storage Agreement with SemGroup Energy pursuant to which
      SemGroup Energy provided asphalt terminalling and storage
      services for SemGroup, L.P. at certain minimum levels;

   -- SemGroup Energy and SemGroup, L.P., entered into a new
      terminalling agreement pursuant to which SemGroup Energy
      will provide asphalt terminalling and storage services for
      the Private Company's remaining asphalt inventory which
      will be removed from SemGroup Energy's asphalt storage
      facilities no later than October 31, 2009;

   -- SemGroup, L.P., rejected the Amended and Restated Omnibus
      Agreement pursuant to which SemGroup, L.P., provided
      certain general and administrative and operational services
      for SemGroup Energy.  SemGroup Energy is in the process of
      replacing these general and administrative services and
      hiring employees to perform certain of these operational
      services; and

   -- SemGroup Energy and SemGroup, L.P., entered into a shared
      services agreement pursuant to which SemGroup, L.P., will
      provide certain crude oil operational services for SemGroup
      Energy.

                About SemGroup Energy Partners L.P.

Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink
Sheets: SGLP) -- http://www.SGLP.com/-- owns and operates a
diversified portfolio of complementary midstream energy assets
including 8.2 million barrels of crude oil storage, 6.8 million of
which are located within the Cushing Interchange, one of the
largest crude oil marketing hubs in the nation and a designated
delivery point specified in all NYMEX crude oil futures contracts
and more than 6.6 million barrels of liquid asphalt cement storage
located at 46 terminals in 23 states. SGLP provides crude oil and
liquid asphalt cement terminalling and storage services and crude
oil gathering and transportation services.

                           *     *     *

As reported by the Troubled Company Reporter on March 25, 2009,
SemGroup Energy Partners G.P., LLC, has raised substantial doubt
as to SemGroup Energy Partners, L.P.'s ability to continue as a
going concern, due to the events related to the bankruptcy filings
of SemGroup, L.P., and its affiliates, including the uncertainty
relating to future cash flows and the existing events of default
under the partnership's credit facility.  The partnership has been
and could continue to be materially and adversely affected by such
events and it may be forced to make a bankruptcy filing or take
other action that could have a material adverse effect on its
business, the price of its common units and its results of
operations.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP ENERGY: Lenders Waive All Existing Covenant Defaults
-------------------------------------------------------------
Events of default occurred under SemGroup Energy Partners, L.P.'s
credit agreement, which prohibited SemGroup Energy from borrowing
under its credit facility to fund working capital needs or to pay
distributions to its unitholders, among other things.  Effective
September 18, 2008, SemGroup Energy and the requisite lenders
entered into a Forbearance Agreement and Amendment to Credit
Agreement under which the lenders agreed, subject to specified
limitations and conditions, to forbear from exercising their
rights and remedies arising from SemGroup Energy's defaults or
events of default described therein for the period commencing on
September 18, 2008, until December 11, 2008.  Pursuant to
amendments to the Forbearance Agreement, the forbearance period
was extended until April 8, 2009.

On Tuesday, SemGroup Energy and the requisite lenders entered into
a Consent, Waiver and Amendment to Credit Agreement, under which
the lenders consented to the Settlement and waived all existing
defaults and events of default described in the Forbearance
Agreement and related amendments.  Pursuant to the Amendment, the
credit facility will mature on June 30, 2011.

Upon the execution of the Amendment, $150.0 million of SemGroup
Energy's outstanding revolving loans were converted to term loans
and SemGroup Energy became able to borrow additional funds under
its revolving credit facility.  After giving effect to the
Amendment, SemGroup Energy is expected to have $433.1 million in
outstanding borrowings under its credit facility -- including
$33.1 million under its revolving credit facility and
$400.0 million under its term loan facility -- with an aggregate
unused credit availability and cash on hand of roughly
$29.0 million.

Amounts outstanding under SemGroup Energy's revolving credit
facility will never exceed $50.0 million and will bear interest at
the LIBOR rate plus 6.50% per annum, with a LIBOR floor of 3.00%.
Among other things, SemGroup Energy's credit facility, as amended
by the Amendment, now requires SemGroup Energy to make minimum
quarterly amortization payments, mandatory prepayments under the
revolver whenever cash on hand exceeds $15.0 million, mandatory
prepayments with 100% of asset sale proceeds and annual
prepayments with 50% of excess cash flow.  SemGroup Energy's
credit facility, as amended by the Amendment, prohibits SemGroup
Energy from making draws under the revolving credit facility if it
would have more than $15.0 million of cash on hand after making
the draw and applying the proceeds thereof.

Under the credit facility, as amended by the Amendment, SemGroup
Energy is required to maintain compliance with certain financial
covenants, including maintaining a maximum leverage ratio, minimum
interest coverage ratio, minimum consolidated adjusted EBITDA and
maximum annual capital expenditures.  In addition, pursuant to the
Amendment, SemGroup Energy's ability to make acquisitions is
limited, and SemGroup Energy is prohibited from making equity
distributions unless it maintains a leverage ratio below a
specified maximum leverage threshold and certain other conditions.
SemGroup Energy's credit facility, as amended by the Amendment,
permits SemGroup Energy to sell its asphalt assets subject to
certain conditions.  Additionally, it permits SemGroup Energy to
repurchase amounts outstanding under the credit facility via a
Dutch auction process with 50% of the proceeds raised through
equity raises and with excess cash flow.

Kevin Foxx, Chief Executive Officer and President of SemGroup
Energy's general partner said, "The completion of the Settlement
and the Amendment are significant accomplishments for [SemGroup
Energy].  The completion of these transactions allows us to
refocus our efforts on our crude oil and liquid asphalt cement
terminalling, storage and transportation businesses independent of
the Private Company.  We want to express our thanks and gratitude
to all of our employees who have worked tirelessly and endured
these past months of uncertainty.  As a result of the Settlement
with [SemGroup, L.P.] and the Amendment with our lenders, we are
now prepared to move forward in a positive manner as we continue
to stabilize and strengthen our business.  We are also grateful to
our loyal customers who have continued to trust us and utilize our
services helping us earn our independence from [SemGroup L.P.].
These are two giant steps towards rebuilding value in [SemGroup
Energy] and we look forward to continuing to be a leading provider
of services in the crude oil and asphalt industry."

                About SemGroup Energy Partners L.P.

Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink
Sheets: SGLP) -- http://www.SGLP.com/-- owns and operates a
diversified portfolio of complementary midstream energy assets
including 8.2 million barrels of crude oil storage, 6.8 million of
which are located within the Cushing Interchange, one of the
largest crude oil marketing hubs in the nation and a designated
delivery point specified in all NYMEX crude oil futures contracts
and more than 6.6 million barrels of liquid asphalt cement storage
located at 46 terminals in 23 states. SGLP provides crude oil and
liquid asphalt cement terminalling and storage services and crude
oil gathering and transportation services.

                           *     *     *

As reported by the Troubled Company Reporter on March 25, 2009,
SemGroup Energy Partners G.P., LLC, has raised substantial doubt
as to SemGroup Energy Partners, L.P.'s ability to continue as a
going concern, due to the events related to the bankruptcy filings
of SemGroup, L.P., and its affiliates, including the uncertainty
relating to future cash flows and the existing events of default
under the partnership's credit facility.  The partnership has been
and could continue to be materially and adversely affected by such
events and it may be forced to make a bankruptcy filing or take
other action that could have a material adverse effect on its
business, the price of its common units and its results of
operations.


SEMGROUP LP: Completes Settlement with SemGroup Energy
------------------------------------------------------
SemGroup Energy Partners, L.P., has completed the settlement of
certain matters between it and SemGroup, L.P.

SemGroup, L.P., and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware on July 22, 2008.  On March 12, 2009, the Bankruptcy
Court held a hearing and approved the transactions contemplated by
a term sheet relating to the settlement of certain matters between
SemGroup, L.P. and SemGroup Energy.  The Bankruptcy Court entered
an order approving the Settlement upon the terms contained in the
Term Sheet on March 20, 2009.

SemGroup, L.P., and SemGroup Energy have executed definitive
documentation, in the form of a master agreement, dated April 7,
2009, to be effective as of March 31, 2009, and certain other
transaction documents that supersede the Term Sheet and effectuate
the Settlement.  The Bankruptcy Court entered an order approving
the Master Agreement and the Settlement on April 7, 2009.

The Master Agreement and the Transaction Documents provided for,
among other things:

   -- SemGroup Energy transferred certain crude oil storage
      assets located in Kansas and Oklahoma to the Private
      Company.  These crude oil storage assets are part of
      SemGroup, L.P.'s proprietary Kansas crude oil
      transportation pipeline;

   -- SemGroup, L.P., transferred ownership of 355,000 barrels of
      crude oil tank bottoms and line fill to SemGroup Energy.
      These barrels of crude oil are necessary for SemGroup
      Energy to operate its crude oil tank storage and Oklahoma
      and Texas crude oil pipeline systems;

   -- SemGroup, L.P., rejected the existing Throughput Agreement
      with SemGroup Energy pursuant to which SemGroup Energy
      provided crude oil gathering, transportation, terminalling
      and storage services for SemGroup, L.P., at certain minimum
      levels;

   -- SemGroup Energy and SemGroup, L.P., entered into a new
      throughput agreement pursuant to which SemGroup Energy will
      provide certain crude oil gathering, transportation,
      terminalling and storage services to SemGroup, L.P., based
      on actual volumes transported at market rates;

   -- SemGroup, L.P., transferred its asphalt assets that are
      connected to SemGroup Energy's existing 46 asphalt
      terminals to SemGroup Energy;

   -- SemGroup, L.P., rejected the existing Terminalling and
      Storage Agreement with SemGroup Energy pursuant to which
      SemGroup Energy provided asphalt terminalling and storage
      services for SemGroup, L.P. at certain minimum levels;

   -- SemGroup Energy and SemGroup, L.P., entered into a new
      terminalling agreement pursuant to which SemGroup Energy
      will provide asphalt terminalling and storage services for
      the Private Company's remaining asphalt inventory which
      will be removed from SemGroup Energy's asphalt storage
      facilities no later than October 31, 2009;

   -- SemGroup, L.P., rejected the Amended and Restated Omnibus
      Agreement pursuant to which SemGroup, L.P., provided
      certain general and administrative and operational services
      for SemGroup Energy.  SemGroup Energy is in the process of
      replacing these general and administrative services and
      hiring employees to perform certain of these operational
      services; and

   -- SemGroup Energy and SemGroup, L.P., entered into a shared
      services agreement pursuant to which SemGroup, L.P., will
      provide certain crude oil operational services for SemGroup
      Energy.

                About SemGroup Energy Partners L.P.

Based in Tulsa, Oklahoma, SemGroup Energy Partners, L.P. (Pink
Sheets: SGLP) -- http://www.SGLP.com/-- owns and operates a
diversified portfolio of complementary midstream energy assets
including 8.2 million barrels of crude oil storage, 6.8 million of
which are located within the Cushing Interchange, one of the
largest crude oil marketing hubs in the nation and a designated
delivery point specified in all NYMEX crude oil futures contracts
and more than 6.6 million barrels of liquid asphalt cement storage
located at 46 terminals in 23 states. SGLP provides crude oil and
liquid asphalt cement terminalling and storage services and crude
oil gathering and transportation services.

                           *     *     *

As reported by the Troubled Company Reporter on March 25, 2009,
SemGroup Energy Partners G.P., LLC, has raised substantial doubt
as to SemGroup Energy Partners, L.P.'s ability to continue as a
going concern, due to the events related to the bankruptcy filings
of SemGroup, L.P., and its affiliates, including the uncertainty
relating to future cash flows and the existing events of default
under the partnership's credit facility.  The partnership has been
and could continue to be materially and adversely affected by such
events and it may be forced to make a bankruptcy filing or take
other action that could have a material adverse effect on its
business, the price of its common units and its results of
operations.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: To Sell Residual Fuels Business to Genesis
-------------------------------------------------------
SemGroup L.P. seeks to sell its residual fuel storage and
distribution business to Davison Petroleum Supply LLC, a
subsidiary of Genesis Energy LP, or to the winning bidder at an
auction on April 17.

Davison has signed an asset purchase agreement with Semgroup for
the purchase of the business for $2.5 million cash plus the value
of the inventory and accounts receivable included in the sale.
SemGroup will pay Davison a $250,000 break-up fee in the event it
closes a sale transaction with another party.

SemGroup and Davison have agreed to a quick sale.  The APA can be
terminated by either party if the sale closing has not occurred by
April 23.

The bid procedures submitted to the U.S. Bankruptcy Court for the
District of Delaware provides for these schedule and deadlines:

   -- competing bids will be due April 16 at 4:00 p.m.

   -- an auction will be held April 17, at 2:00 p.m. at the
      offices of SemGroup's counsel Weil, Gotshal & Manges LLP,
      767 Fifth Avenue, New York.

   -- the Court will convene a sale hearing on April 23.

The Debtors are not seeking to allow credit bidding pursuant to
Section 363(k) of the Bankruptcy Code.

The Court will consider approval of the bid procedures on
April 14.  Objections are due April 10.

SemGroup through affiliate SemMaterials, L.P., is engaged in the
business of, among other things, purchasing, producing, storing,
and distributing residual fuel throughout the United States.  The
Residual Fuel Business relies in great part on the ability to
purchase residual fuel product at reduced prices and store it
during the off-season months in the spring and fall when prices
are low and then sell the product during the peak-season months in
the winter and summer when prices are high.

The Residual Fuel Business currently faces a number of material
obstacles: (i) the fact that the Residual Fuel Business has been
substantially curtailed since the commencement of the Debtors'
chapter 11 cases; (ii) substantial working capital requirements to
fund seasonal inventory purchases; and (iii) a highly seasonal
business in which expected cash expenditures exceed expected cash
revenue during a number of months of each year.  In addition,
since the commencement of the Debtors' Chapter 11 cases,
SemMaterials has been unable to obtain financing that would allow
it purchase inventory for its seasonal build of the Residual Fuel
Business in accordance with normal industry practices.  In light
of the foregoing, and the financial burden imposed on the Debtors'
estates by the Residual Fuel Business, the Debtors, in
consultation with their professionals, do not believe that
continuing to own the Residual Fuel Business is in the best
interests of the Debtors' estates.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Wants to Stop Catsimatidis from Pursuing Suit
----------------------------------------------------------
SemGroup, L.P., is asking the U.S. Bankruptcy Court for the
District of Delaware to stop New York supermarket owner John A.
Catsimatidis from proceeding with a lawsuit he filed on April 2 in
Oklahoma federal court, Bloomberg's Bill Rochelle said.

According to Mr. Rochelle, SemGroup, in its request for injunction
dated April 3, contends the suit is in violation of the automatic
stay in bankruptcy and breaches a contract prohibiting him from
interfering with the management of the business.

Mr. Catsimatidis announced in December that he gained control of
SemGroup's management committee with the objective of reorganizing
the Company rather than liquidating it.

According to Mr. Rochelle, the dispute first arose in bankruptcy
court in February when SemGroup sued, asking the judge to declare
that Mr. Catsimatidis isn't entitled to control the Company
although he has five of nine seats on the management committee.
SemGroup at the time said his actions were driving off potential
bidders.

SemGroup said it didn't actively pursue the February lawsuit when
it appeared Mr. Catsimatidis would be cooperative, Bloomberg
relates.  The lawsuit Mr. Catsimatidis filed April 2 in Oklahoma
federal court prompted SemGroup to seek an injunction anew.

SemGroup said the Oklahoma lawsuit violates the automatic
bankruptcy stay and the prior agreement by asking the federal
district judge to rule that Mr. Catsimatidis has the right to
control management's decisions in the bankruptcy case.  SemGroup
also asserted that Mr. Catsimatidis is attempting to "hijack and
control the debtors' orderly reorganization" and "subvert the
debtors' open and transparent bidding process."

As reported by the TCR on April 7, 2009, SemGroup LP's management
committee sued Chief Executive Officer Terrence Ronan, accusing
him of interfering with plans to reorganize the bankrupt oil
transporter.

"Regrettably, Terry Ronan has been a roadblock to our efforts,"
said billionaire John A. Catsimatidis, who leads the management
committee which acts as a board of directors for closely held
SemGroup.  Bloomberg notes that Mr. Catsimatidis, who controls
five of nine seats on the committee, has claimed that Mr. Ronan
isn't authorized to reorganize Tulsa, Oklahoma-based SemGroup or
make any important decisions without consulting the committee.
Mr. Catsimatidis said he wants to reorganize the closely held
company and bring it out of bankruptcy intact.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales,
Switzerland, and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SENSIENT TECHNOLOGIES: Moody's Withdraws Ba1 Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service withdrew the Ba1 Corporate Family Rating
for Sensient Technologies Corporation. The company repaid its
6.50% senior unsecured notes due 2009 on the April 1, 2009
maturity date; this issuer has no rated debt outstanding.


SHANE FLORA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Shane Michael Flora
        303 Sunset Drive
        North Manchester, IN 46962

Bankruptcy Case No.: 09-30885

Chapter 11 Petition Date: March 10, 2009

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Harry C. Dees, Jr.

Debtor's Counsel: R. William Jonas, Jr., Esq.
                  Hammerschmidt, Amaral & Jonas
                  137 N. Michigan Street
                  South Bend, IN 46601
                  Tel: (574) 282-1231
                  Fax: (574) 282-1234
                  Email: rwj.haj@sbcglobal.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/innb09-30885.pdf

The petition was signed by Shane Michael Flora.


SHOT SPIRITS: Escapes Bankruptcy, Posts Strong Financials
---------------------------------------------------------
SHOT Spirits Corporation (PINKSHEETS: SSPT), the owners of the
ShotPak(R) cocktail recipes and also a 15% ownership in the
Beverage Pouch Group which owns and markets both ShotPak(R)
brands, released annual financials March 31, 2009.  The figures
reflect a very strong rebound from figures posted one year ago.

Bill Marin, President of SHOT Spirits Corporation, commented, "We
are very pleased that from near bankruptcy the Company has emerged
stronger and 2009 will see even more significant growth.  The
latest balance sheet shows assets grew 75.4% to $2,151,269.
Stockholders equity improved from a negative ($1,840,365) to
($164,600).  Finally the losses were dramatically reduced from
($2,731,698) to ($1,145,216).  In summary, the loss per share has
improved from ($0,038) to ($0,010).  We should remember that all
of these strong upward indicators took place in the worst economy
this country has seen in 50 years."

R. Charles Murray, CEO of Beverage Pouch Group and Chairman of
SHOT Spirits Executive Committee, replied, "These positive trends
show the success of the unique ShotPak(R) brands and patented
pouch has appealed to consumers and the increased sales has helped
turn the SHOT Spirits Corporation around.  The figures reflect
that the Management strategy and technology agreement has worked
and 2009, with vastly improved distribution and several celebrity
ShotPak(R) events (see www.rockontherange.com), will see even more
positive results."

SHOT Spirits Corporation -- http://www.shotspiritscorporation.com/
-- an Irvine, California-based company since 2003, is an
investment company looking to partner with beverage businesses.
It offers recipe technology and management skills.  The first
investment and technology deal is with the Beverage Pouch Group
LLC owners of the ShotPak(R) brands and access to several key
pouch patents.  The Directors have over 50 years of combined
experience and expertise in alcohol distilling, distribution and
field marketing, retail placement and promotion as well as
consumer trial and adoption.

Beverage Pouch Group LLC -- http://www.beveragepouchgroup.com/--
a Sarasota, Florida-based company since 1996, provides StandUp
pouch machinery through its parent Company PPi Technologies Global
in North America.  BPG is a prolific innovator of pouch designs
and structures for lifestyle beverages, including Natural and
Fortified Waters, all types of cocktails and straight spirits,
wines and draft beers in patented soft portable single serve and
sustainable StandUp pouches.  The Beverage Pouch Group is truly
global with plants in Germany, Korea, South Africa and China.
BPG's pouch machinery is the industry standard.


SILICON GRAPHICS: Holders Must Disclose to Court Plan for Shares
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered on April 3, 2009, an Interim Order Establishing
Notification and Hearing Procedures for Trading in Equity
Securities regarding the common stock of Silicon Graphics, Inc.
Under the terms of the Order, among other things, any person or
entity that beneficially owns 553,000 or more shares of the
Company's common stock must file advance written notice with the
Court and the Company prior to increasing or decreasing the amount
of the Company's common stock that the Substantial Shareholder
beneficially owns.

Silicon Graphics has 30 calendar days to file an objection to the
transfer of shares with the Court.  If the Company does not file
an objection within this 30-day period, the Substantial
Shareholder may proceed with the transfer.  If an objection is
filed, the transfer will not be effective unless approved by a
final and nonappealable order from the Court.  The Company may
file an objection only on the grounds that the transfer will
adversely affect the Company's ability to preserve their net
operating losses or certain other tax attributes.

A hearing to consider entry of this Order as a final order shall
be heard before the Court on April 24, 2009, at 10 a.m. EDT.
Objections to entry of the final order must be served as specified
in the attached Order.

On April 1, 2009, Whippoorwill Associates, Inc., sold 1,185,082 of
Silicon Graphics shares through one or more brokers on the open
market.

                       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.


SMITTY'S BUILDING: Files Chapter 11 Plan and Disclosure Statement
-----------------------------------------------------------------
Smitty's Building Supply, Inc., et al., has filed with the U.S.
Bankruptcy Court for the Eastern District of Virginia a disclosure
statement explaining their Chapter 11 Plan of Reorganization,
dated as of April 1, 2009.

The Debtors propose selling their Alexandria, Virginia, Property,
valued at $9.53 million in an appraisal dated March 7, 2008.

Funding of the distributions under the Plan, in addition to the
proceeds of the sale of the Alexandria Property, will be sourced
from exit financing to be provided by the exit financing lender,
funds generated through the sale of new common stock, proceeds
from the sale of equipment and any sale of de minimis assets, and
the proceeds of bankruptcy causes of action and contingent assets.

The Debtor has one primary secured creditor, Bank of America,
with a claim in the approximate amount of $12.44 million dollars,
secured by the Alexandria Property, as well as a first priority
lien on and security interest in all of Smitty's assets.  One of
Smitty's two primary distribution centers is located on the
Alexandria Property.

BofA's secured claim will be amended and restated pursuant to the
terms and conditions of the Exit Financing and shall be paid
according to the terms set forth in the Exit Financing Lender's
Term Sheet for Exit Financing.  BofA will not participate as a
Class 6 claimant for any unsecured deficiency claim.  Bofa's
secured claim is impaired under the Plan.

The Debtors estimate the amount of unsecured claims at
$15.0 million.  The Debtors have still to complete a review of all
unsecured claims filed against their estates.

On the Plan's Effective Date, each holder of an Allowed Class 6
General Unsecured Claim shall receive a Class 6 interest
representing the right to receive the distributions contemplated
in Section 8.4 of the Plan.  Class 6 is impaired by the Plan.

Based on a hypothetical liquidation scenario prepared by the
Debtors with the assistance of their restructuring and financial
advisors in connection with the disclosure statement, under a
Chapter 7 liquidation, unsecured claimants will receive nothing.

Equity Interests in Smitty's Building Supply, Inc., and its
affiliated debtors shall be cancelled as of the Plan's Effective
Date.  Holders of Class 7 Equity Interests shall receive no
distributions under the Plan in respect of its Equity Interest.
Class 7 is impaired by the Plan and deemed to reject the Plan and,
consequently, is not entitled to vote to accept or reject the
Plan.

                      Proposed Exit Facility

Under the terms of the proposed Exit Facility, to be provided by
BoA, all obligations owed to BoA under its Post Petition Credit
and Security Agreement, shall be amended and restated to enable
the Debtors to consummate an acceptable plan.

The actual terms and conditions of the Exit Facility have not been
finalized.  Under the proposed terms, BofA will provide:

   a) Revolving Credit Facility in the maximum available
      committed amount of $5.0 million.

   b) Term Loan of:

      -- $9.5 million, until such time as the Alexandria Property
         is sold or refinanced; and

      -- $2.0 million or delta between the net proceeds of the
         Alexandria Property and refinanceable Revolvers
         thereafter (assuming $7.5 million net proceeds).

The Closing Date of the Exit Facility will be the Plan's Effective
Date, provided Effective Date occurs before
September 30, 2009.  The Final Maturity of both the Revolver and
the Term Loan is December 31, 2010.

A full-text copy of the proposed terms of BofA Exit Financing
Credit Facility, dated as of April 2, 2009, is available at:

     http://bankrupt.com/misc/Smitty's.BofAExitFacility.pdf

The Plan segregates the various claims against and interests in
the Debtors into 7 classes:

  Class 1   Other Priority Claims.
  Class 2   Pre-Effective Date Lender Secured Claim.
  Class 3   Other Pre-Petition Secured Claims.
  Class 4   Other Pre-Petition Secured Deficiency Claims.
  Class 5   Landlord Unsecured Claims.
  Class 6   General Unsecured Claims.
  Class 7   Equity Interests

With the exception of Other Priority Claims under Class 1, all
claims are impaired under the Plan.  Class 1 Claims, which consist
of claims by employees and claims for deposits by
individuals, will be paid in full.

The Debtor anticipates that distribution on account of Claims and
Equity Interests will be completed within sixty (60) months
following the Effective Date of the Plan.

In the event that Net Realized Proceeds do not exceed
$7.5 million, all Net Realized Proceeds from the sale of the
Alexandria Property shall be distributed to the Exit Financing
Lender, which, in its sole discretion and authority, may elect not
to share the proceeds with any other party.

If Net Realized Proceeds exceed $7.5 million, all Net Realized
Proceeds from the sale of the Alexandria Property shall be
distributed by Reorganized Smitty's as follows:

  -- First, to the Exit Financing Lender in an amount up to and
     including $7,500,000 in partial satisfaction of Reorganized
     Smitty's Exit Financing obligations;

  -- Second, in an amount not to exceed $300,000 to the
     Distribution Trust; and third, to the Exit Financing Lender
     any Net Realized Proceeds in excess of $7,800,000 for
     application as a permanent reduction to the Reorganized
     Debtors' revolving line of credit as provided in the Final
     DIP Order.

A full-text copy of the disclosure statement explaining the
Debtors' Chapter 11 Plan is available at:

             http://bankrupt.com/misc/Smitty's.DS.pdf

                      About Smitty's Building

Headquartered in Alexandria, Virginia, Smitty's Building Supply
Inc. supplies building materials in Washington, D.C.  The company
and three of its affiliates filed for Chapter 11 protection on
Jan. 5, 2009 (Bankr. D. Del. Lead Case No. 09-10040).  Andrew J.
Currie, Esq., Lawrence A. Katz, Esq., Kristen Burgers, Esq., and
Abby W. Clifton, Esq., at Venable LLP, represent the Debtors in
their restructuring efforts.  Epiq Bankruptcy Solutions LLC serves
as the Debtors' claims agent.  The U.S. Trustee has appointed an
official committee of unsecured creditors in the case.
LeClairRyan, A Professional Corportion represents the Creditors
Committee as counsel.  When the company filed for protection from
their creditors, they listed assets and debts between $10 million
and $50 million each.


SOLSTICE LLC: To Sell Aspen and N.Y. Properties Without Auction
---------------------------------------------------------------
Solstice LLC won authorization from the U.S. Bankruptcy Court for
the Southern District of New York to sell five properties without
the usual bankruptcy auction, a Bloomberg report said.

Bloomberg's Bill Rochelle stated that the properties being sold
include two homes in Aspen, Colorado, and two apartments in New
York City. The fifth property is an undeveloped lot in Napa,
California.

Solstice, according to Bloomberg, may sell the real property so
long as the price exceeds $6.5 million for the Aspen homes and a
combined $4.5 million for the Manhattan apartments.

Solstice said that buyers of high-end properties won't purchase if
it entails going through a typical bankruptcy auction in which
someone else could end up being the winner.

According to the TCR on April 3, 2009, Solstice won approval from
the Bankruptcy Court to finance its Chapter 11 case with
$1.3 million borrowed from some of the members of the luxury
destination homes club it is operating.

The Company, in its bankruptcy petition, listed $67.8 million in
assets against liabilities totaling $106 million.

The club has 94 members who paid refundable deposits up to $1.95
million each. Annual dues are as much as $86,000.  Membership
deposits represent debt of $61.6 million.  The $23.6 million
secured loan comes from Fortress Credit Funding IV LP. Solstice is
based in San Francisco.

Based in San Francisco, California, Solstice LLC and affiliates
operate luxury destination homes and a yacht in the U.S., Europe
and Latin American.  Solstice, LLC, dba Solstice Collection, and
its affiliates filed for Chapter 11 on March 5, 2009 (Bankr. S.D.
N.Y., Case No. 09-11010).  Arthur Jay Steinberg, Esq., at King &
Spalding LLP, represents the Debtor.


SOUTHLAND TITLE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Southland Title Corporation
        5600 Cox Road
        Glen Allen, VA 23060

Bankruptcy Case No.: 09-32063

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Southland Title of San Diego                       09-32064
Southland Title of Orange County                   09-32065

Chapter 11 Petition Date: March 31, 2009

Debtor-affiliates that filed separate Chapter 11 petitions on
November 26, 2008:

        Entity                                     Case No.
        ------                                     --------
LandAmerica Financial Group, Inc.                  08-35994
LandAmerica 1031 Exchange Services, Inc.           08-35995

Debtor-affiliate that filed a Chapter 11 petition on March 6,
2009:

        Entity                                     Case No.
        ------                                     --------
LandAmerica Assessment Corporation                 09-31453

Debtor-affiliate that filed a Chapter 11 petition on March 27,
2009:

        Entity                                     Case No.
        ------                                     --------
LandAmerica Title Corporation                      09-31943

The chapter 11 cases of the March 6 Debtor and the March 27 Debtor
have been consolidated with the chapter 11 cases of the November
26 Debtors for administrative purposes only.  The Southland
entities have sought consolidation of their Chapter 11 cases with
the cases of the November 26 Debtors, the March 6 Debtor and the
March 27 Debtor for administrative purposes only.

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

Debtor's Counsel: John H. Maddock III, Esq.
                  McGuireWoods LLP
                  One James Center, 901 E. Cary St.
                  Richmond, VA 23219-4030
                  Tel: (804) 775-1178
                  Email: jmaddock@mcguirewoods.com

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

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

A full-text copy of Southland Title Corp.'s petition, including
its largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/vaeb09-32063.PDF

The petition was signed by G. William Evans, President and Chief
Financial Officer of the company.


SPANSION INC: Samsung to Pay $70MM as Settlement of Patent Suit
---------------------------------------------------------------
Spansion Inc. has settled its patent litigation lawsuits with
Samsung Electronics.  As part of the settlement, Samsung will pay
Spansion $70 million and Spansion and Samsung Electronics Company
have exchanged rights in their patent portfolios in the form of
licenses and covenants subject to a confidential settlement
agreement.  The settlement ends the patent disputes between the
two companies and is a significant step forward in Spansion's
reorganization process, demonstrating the company's intense focus
on improving its financial position in the current economic
climate.

"Spansion is a technology innovator in Flash memory with valuable
IP and this agreement is a significant milestone in the company's
strategy to further develop its IP licensing business," said John
Kispert, Spansion President and CEO.  "In addition, the agreement
strengthens our cash position to help Spansion emerge from the
Chapter 11 process a stronger and more focused company."

Flash memory, which retains data in devices when the power is
turned off, is found in virtually all electronic devices, forms
the foundation of the world's mp3 players, cell phones, digital
cameras and other consumer electronic devices and is one of the
largest segments of the semiconductor industry, with over
$130 billion in total revenues since 2000, according to data from
Worldwide Semiconductor Trade Statistics, Inc.

Due to Spansion's recent Chapter 11 filing, the agreement is
subject to approval by the bankruptcy court.  The agreement is
contingent upon the dismissal of the claims and the satisfaction
of certain conditions including bankruptcy court approval.

In November 2008, Spansion filed two separate patent infringement
complaints against Samsung with the International Trade Commission
and in the U.S. District Court in Delaware.  As part of the
complaints, Spansion was seeking the exclusion from the U.S.
market of mp3 players, cell phones, digital cameras and other
consumer electronic devices containing Samsung's flash memory
components.  The complaint in the U.S. District Court in Delaware
also sought an injunction and treble damages based on Samsung's
sale of flash memory.  Samsung counterclaimed in the District
Court against Spansion for infringement of its own patents seeking
damages and an injunction.  On January 28, 2009, Samsung filed a
patent infringement complaint in Japan against Spansion Japan
Limited seeking both injunctive relief and damages for based upon
Japanese patents owned by Samsung.  Each of these actions is to be
dismissed pursuant to the settlement agreement with neither side
admitting liability.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions
for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  The United States Trustee has appointed
an official committee of unsecured creditors in the case.  As of
Sept. 30, 2008, Spansion disclosed total assets of $3,840,000,000,
and total debts of $2,398,000,000.


SPANSION INC: Settles Patent Lawsuits With Samsung Electronics
--------------------------------------------------------------
Spansion Inc. has settled its patent litigation lawsuits with
Samsung Electronics.  As part of the settlement, Samsung will pay
Spansion $70 million and Spansion and Samsung Electronics Company
have exchanged rights in their patent portfolios in the form of
licenses and covenants subject to a confidential settlement
agreement.

The settlement ends the patent disputes between the two companies
and is a significant step forward in Spansion's reorganization
process, demonstrating the Company's intense focus on improving
its financial position in the current economic climate.

"Spansion is a technology innovator in Flash memory with valuable
IP and this agreement is a significant milestone in the company's
strategy to further develop its IP licensing business," said John
Kispert, Spansion President and CEO.  "In addition, the agreement
strengthens our cash position to help Spansion emerge from the
Chapter 11 process a stronger and more focused company."

Flash memory, which retains data in devices when the power is
turned off, is found in virtually all electronic devices, forms
the foundation of the world's mp3 players, cell phones, digital
cameras and other consumer electronic devices and is one of the
largest segments of the semiconductor industry, with over
$130 billion in total revenues since 2000, according to data from
Worldwide Semiconductor Trade Statistics, Inc.

Due to Spansion's recent Chapter 11 filing, the agreement is
subject to approval by the bankruptcy court.  The agreement is
contingent upon the dismissal of the claims and the satisfaction
of certain conditions including bankruptcy court approval.
In November 2008, Spansion filed two separate patent infringement
complaints against Samsung with the International Trade Commission
and in the U.S. District Court in Delaware.  As part of the
complaints, Spansion was seeking the exclusion from the U.S.
market of mp3 players, cell phones, digital cameras and other
consumer electronic devices containing Samsung's flash memory
components.  The complaint in the U.S. District Court in Delaware
also sought an injunction and treble damages based on Samsung's
sale of flash memory.  Samsung counterclaimed in the District
Court against Spansion for infringement of its own patents seeking
damages and an injunction.  On January 28, 2009, Samsung filed a
patent infringement complaint in Japan against Spansion Japan
Limited seeking both injunctive relief and damages for based upon
Japanese patents owned by Samsung.  Each of these actions is to be
dismissed pursuant to the settlement agreement with neither side
admitting liability.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc. and four affiliates filed voluntary petitions
for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No.
09-10690).  Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and
Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped
as bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane
Morris LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions
LLC, is the claims agent.  As of September 30, 2008, Spansion
disclosed total assets of $3,840,000,000, and total debts of
$2,398,000,000.


STANDARD STEEL: Pact Amendments Won't Affect Moody's 'B3' Rating
----------------------------------------------------------------
Moody's Investors Service said recent credit agreement amendments
(loosening some covenant compliance test levels) have no impact on
Standard Steel LLC's debt ratings at this time -- corporate family
rating of B3, outlook negative.

The last rating action on Standard Steel occurred February 26,
2009 when the corporate family rating was lowered to B3 from B2.

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

Standard Steel, LLC, based in Burnham, Pennsylvania, manufactures
forged wheels and axles used in freight and passenger rail cars
and locomotives.  The company had last twelve month September 2008
revenues of approximately $221 million.


STANDARD STEEL: S&P Affirms Corporate Credit Rating at 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Standard Steel LLC, including the 'B-' long-term corporate credit
rating.  The outlook remains negative.

"The affirmation follows an amendment to the railcar-equipment
manufacturer's bank credit agreement that resets the financial
covenant levels," said Standard & Poor's credit analyst Robyn
Shapiro.  The amendment resulted in higher interest rates, which
will reduce free cash flow generation.  In addition, end markets
remain challenged as the global economic downturn has resulted in
softer demand.  If the downturn in the railcar-equipment industry
is prolonged, revised covenant levels and liquidity could come
under pressure.

The ratings on Pittsburgh-based Standard Steel reflect the
company's highly leveraged financial profile and vulnerable
business risk profile as an integrated manufacturer of steel
wheels and axles.

Standard Steel manufactures wheels and axles for railcar
manufacturers, Class 1 railroads, and aftermarket maintenance
providers.  With annual sales of roughly $200 million, the company
is a small participant in the railcar-equipment manufacturing
industry.  The railcar-equipment business is cyclical, but the
company's cyclicality could be tempered somewhat by its
aftermarket repair and maintenance business.  Standard Steel
expects to derive roughly two-thirds of its revenue from the wheel
segment, with the remainder coming from axle production.

The company manufactures its products from forged steel instead of
using a casting process, differentiating itself from its
competitors in wheel production.  As a result, Standard Steel has
a strong position in the smaller passenger rail market and in
certain locomotive markets, which require the use of forged steel
wheels instead of cast wheels.  Nevertheless, the passenger and
locomotive markets combined account for only 20% of sales, with
the remaining 80% coming from freight-car-related sales.

Standard Steel has a highly leveraged financial risk profile.
Equity sponsor Trimaran Capital Partners LLC has owned the company
since June 2006.  As of Dec. 31, 2008, the ratio of funds from
operations to total debt was about 17%, and total debt to EBITDA
was roughly 4x.  However, due to weakening end markets in 2009,
Standard & Poor's Ratings Services expects these metrics to
worsen.  Leverage is higher when the sponsor equity, which S&P
views as having the potential to be recapitalized into debt, is
treated as debt.  For the current rating, S&P expects FFO to debt
of about 10%.  S&P has not factored potential acquisitions into
the rating.

The outlook is negative, reflecting the weakness in the company's
primary end market.  A negative rating action could occur if
headroom under financial covenants becomes limited.  For instance,
S&P could lower the ratings if headroom appears likely to decline
to less than 10%.  S&P could lower the ratings if Standard Steel
violates its financial covenants and appears unlikely to obtain
satisfactory relief.  S&P could revise the outlook to stable if
the company establishes a track record of free cash flow
generation and maintains at least 15% headroom under financial
covenants.


STANFORD GROUP: London Judge Orders Freeze on Assets
----------------------------------------------------
The U.S. Securities and Exchange Commission won an order April 6,
2009, extending a freeze on the U.K. assets of Texas financier R.
Allen Stanford, who is accused of running an $8 billion Ponzi
scheme.

According to James Lumley of Bloomberg News, Justice Colin Mackay
at the High Court in London signed an order freezing the assets
until April 27.  Bloomberg relates that the SEC sued Stanford on
Feb. 17 for allegedly running a "massive, ongoing fraud" through
the sale of high-yield certificates of deposit by Antiguan-based
Stanford International Bank.  The SEC suit claims Stanford skimmed
$1.6 billion in personal loans from his companies.

David Wolfson, a lawyer representing the SEC in London, told Mr.
Mackay that he had been in contact with the U.K. banks that held
Stanford's assets, and they were "holding the fort."

                       About Stanford Group

Stanford Financial Group was a privately held global network of
independent, affiliated financial services companies led by
Chairman and CEO Sir Allen Stanford. The first Stanford Company
was founded by his grandfather, Lodis B. Stanford in 1932.

Stanford's core businesses are private wealth management and
investment banking for institutions and emerging growth companies.

Stanford had over $50 billion in assets under management or
advisement.

The U.S. Securities and Exchange Commission, on February 17, 2009,
charged R. Allen Stanford and three of his companies for
orchestrating a fraudulent, multi-billion dollar investment scheme
centering on an US$8 billion Certificate of Deposit program.  Mr.
Stanford's companies include Stanford International Bank, Stanford
Group Company (SGC), and investment adviser Stanford Capital
Management.

The U.S. District Court for the Northern District of Texas
(Dallas) appointed Ralph Janvey as receiver for Stanford Group.


STANFORD GROUP: Former Clients Warned Against Scammers
------------------------------------------------------
David Scheer of Bloomberg News reports that according to U.S.
regulators, investors burned by R. Allen Stanford's alleged
$8 billion Ponzi scheme should avoid being cheated again by people
offering to help recoup their losses.  The report points out that
the court-appointed receiver is working to pay legitimate claims
and make distributions to investors as soon as possible.

According to Bloomberg, the Securities and Exchange Commission in
an April 7 statement said buyers of Stanford certificates of
deposit now awaiting their share of funds recovered by a court-
appointed receiver are being offered "services" by people who
aren't involved in the legal proceeding and can't increase
payouts.

"Unscrupulous individuals often approach victims with false
promises of faster or larger returns.  Investors "are often
victimized a second time", the SEC said in its statement without
specifically accusing anyone of trying to deceive buyers of CDs
issued by Stanford International Bank.

                     About Stanford Group

Stanford Financial Group was a privately held global network of
independent, affiliated financial services companies led by
Chairman and CEO Sir Allen Stanford. The first Stanford Company
was founded by his grandfather, Lodis B. Stanford in 1932.

Stanford's core businesses are private wealth management and
investment banking for institutions and emerging growth companies.

Stanford had over $50 billion in assets under management or
advisement.

The U.S. Securities and Exchange Commission, on February 17, 2009,
charged R. Allen Stanford and three of his companies for
orchestrating a fraudulent, multi-billion dollar investment scheme
centering on an US$8 billion Certificate of Deposit program.
Mr. Stanford's companies include Stanford International Bank,
Stanford Group Company (SGC), and investment adviser Stanford
Capital Management.

The U.S. District Court for the Northern District of Texas
(Dallas) appointed Ralph Janvey as receiver for Stanford Group.


STAR TRIBUNE: Staff Launches Web Site to Save Paper
---------------------------------------------------
The National Post reports that the employees of the Minneapolis
Star Tribune launched an April 6 online campaign in a bid to save
the Minnesota newspaper.

According to the report, in a message on the Web site,
savethestrib.com, the employees wrote, "With the Star Tribune in
bankruptcy, Minnesota's largest news source is in danger of going
dark.  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".

The Web site features testimonials from readers, a petition
supporting the newspaper and invites readers to submit business
proposals.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operates 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.


STEVE & BARRY'S: Says Bay Harbour and York Liable for Debt
----------------------------------------------------------
Steve & Barry's, which has liquidated its assets following its
second Chapter 11 filing, sued members of its investor group,
which includes Bay Harbour Management LC, York Capital Management
and Hilco Merchant Resources LLC.

The official committee of unsecured creditors, on behalf of the
Company, contends it was undercapitalized since the new owners
bought the business out of the then-pending bankruptcy.

Pursuant to the business plan following Steve & Barry's first
Chapter 11 case, and pursuant to the sale of the business to Bay
Harbour, et al., Steve & Barry's was to continue operating 153
stores on a going-forward basis, and procure new and fresh
merchandise.  The funds to purchase new inventory were to come
from working capital and existing sales of merchandise at going-
forward stores and liquidating stores.  However, of the
$225,000,000 total capitalization of the Debtor, $163,000,000 was
expended to purchase the Steve and Barry's business, $7,000,000
was allocated to transaction costs, $15,000,000 was to be reserved
as a cash cushion, and only $40,000,000 was set aside for
inventory purchases.  The Debtor had estimated that it needed in
excess of $100 million in merchandise for the going-forward
stores.  As of October 4, 2008, the Debtor had sold $33,500,000 in
inventory but had only purchased $9,000,000 of new merchandise.

According to the Committee, as a result of, among other things,
the failure of the Debtor's management to procure new merchandise
for going-forward stores, Bay Harbour and York concluded that the
Debtor required additional capital to continue as a going concern.
Bay Harbour and York, however, elected not to infuse more capital,
and instead sent the company to bankruptcy.

In connection with the suit, Steve & Barry's asked the Bankruptcy
Court to declare that York and Bay Harbour are its so-called alter
egos.  If the Court buys the argument, the two would become liable
for the retailer's debt, Bloomberg's Bill Rochelle points out.

The Committee also wants a $75 million second lien loan
recharacterized, citing that it was "a sham, not a true loan." The
Committee asserts that all of the $75,000,000 purportedly loaned
by BH S&B FINCO, LLC, to the Debtor represented the equity
contributions of Bay Harbour, et al.  Finco was an affiliate of
the entity created by Bay Harbour, et al., to purchase Steve &
Barry's.

The Committee is represented by

   ARENT FOX LLP
   Robert M. Hirsh
   Timothy F. Brown
   1675 Broadway
   New York, NY 10019
   (212) 484-3900
   (212) 484-3990 (Fax)

A copy of the lawsuit is available for free at:

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

                       About Steve & Barry's

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.


SUN MICROSYSTEMS: IBM Talks Fail, CEO Pressured for Alternative
---------------------------------------------------------------
Don Clark and Joann S. Lublin at The Wall Street Journal report
that Sun Microsystems Inc.'s negotiations to sell itself to
International Business Machines Corp. have collapsed.

WSJ relates that one factor complicating a potential deal with IBM
is the prospect that the firms might have to wait up to a year for
government antitrust reviews.  According to the report, people
familiar with the matter said that limitations on IBM's ability to
abandon the deal then became a big factor in the negotiations, as
well as the pricing.   The report, citing the sources, says that
Sun Microsystems' board on rejected on Saturday an IBM offer and
countered with a $10-a-share price.  The report states that IBM
withdrew its offer on Sunday.

According to WSJ, Sun Microsystems CEO Jonathan Schwartz is under
pressure to come up with an alternative for the Company if talks
with IBM can't be revived.  Sun Microsystems' server sales have
dropped and the Company has posted losses in three of its last
four quarters, WSJ notes.  The report says that Sun Microsystems'
shares dropped $1.93 to $6.56 at 4 p.m. on the Nasdaq Stock Market
on Monday.

Citing people familiar with the matter, WSJ relates that Mr.
Schwartz had favored the IBM offer, but some of the members of the
board faction led by Sun Microsystems chairperson and co-founder
Scott McNealy were against it.  According to WSJ, people familiar
with the matter said that Mr. Schwartz's status at Sun
Microsystems is "precarious" if the deal with IBM isn't revived.

WSJ quoted investment bank Revolution Partners co-founder Peter
Falvey as saying, "I wouldn't be surprised if this deal doesn't go
through that it might mean that there's a change at the top of
Sun."  According to the report, search firm Cook Associates
technology practice chief Seth O. Harris said, "If Sun has no
other suitors in the pipeline, this will give them a chance to
wipe the slate clean and bring in new leadership."  Sun
Microsystems directors may appoint Mr. McNealy as interim CEO, WSJ
says, citing Mr. Harris.

WSJ relates that Standard & Poor's Ratings Services has warned
that it could downgrade its credit ratings on Sun Microsystems if
it remains an independent company.  A downgrade is possible if Sun
Microsystems approves "shareholder friendly" measures as a large
stock repurchase or a one-time dividend funded by debt, WSJ
states, citing S&P.  According to the report, S&P said that Sun
Microsystems' ratings could also drop due to the Company's weak
operating performance.

                     About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: JAVA) -- http://sun.com/-- provides network computing
infrastructure product and service solutions worldwide.  Sun
Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.

                          *     *     *

As reported by the Troubled Company Reporter on April 8, 2009,
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.

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Moody's Investors Service affirmed its Ba1 corporate family rating
as well as the Ba1 rating on Sun Microsystems Inc.'s
$550 million senior unsecured notes due 2009, and revised the
outlook to negative from stable.


T.A. BRINKOETTER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: T. A. Brinkoetter & Sons, Inc.
        2462 Washington Road
        Washington, IL 61571

Bankruptcy Case No.: 09-80727

Chapter 11 Petition Date: March 10, 2009

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Sumner Bourne, Esq.
                  411 Hamilton Blvd #1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535
                  Email: sbnotice@mtco.com

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

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

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

The petition was signed by Mark A. Swank, President of the
company.


TARRAGON CORP: Wants Exclusive Period Extended Until August 10
--------------------------------------------------------------
Tarragon Corp. asks the Court to extend its exclusive period to
file a Chapter 11 plan until August 10, 2009.  This is the
Company's first request for an extension.

According to Bloomberg's Bill Rochelle, Tarragon says it's
evaluating whether other affiliates should take the plunge into
Chapter 11.  Tarragon hired an investment banker to look for
investors and buyers. The company last month obtained approval of
$6.25 million in secured financing provided by an affiliate of
Israel-based Arko Holdings Inc. The hearing on the
exclusivity motion will take place April 23.

                    About Tarragon Corporation

Based in New York City, Tarragon Corporation (NasdaqGS:TARR) --
http://www.tarragoncorp.com/-- is a leading developer of
multifamily housing for rent and for sale.  Tarragon's operations
are concentrated in the Northeast, Florida, Texas, and Tennessee.

Tarragon and its affiliates filed for Chapter 11 protection on
January 12, 2009 (Bankr. D. N.J. Case No. 09-10555).  The Hon.
Donald H. Steckroth presides over the case.

Michael D. Sirota, Esq., Warren A. Usatine, Esq., and Felice R.
Yudkin, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represent the Debtor as bankruptcy counsel.  Kurztman Carson
Consultants LLC serves as notice and claims agent.  As of
Sept. 30, 2008, the Debtors had $840,688,000 in total assets
and $1,035,582,000 in total debts.


THORNBURG MORTGAGE: Bankruptcy May Wipe Out Matlin Investment
-------------------------------------------------------------
Thornburg Mortgage Inc.'s bankruptcy is likely to eradicate a $475
million investment by MatlinPatterson Global Advisers, Anton
Troianovski at The Wall Street Journal reports, citing people
familiar with the matter.

According to WSJ, MatlinPatterson made the investment as part of a
$1.35 billion bond offering in March 2008, giving Thornburg
Mortgage a yearlong reprieve from its five main repurchase lenders
and gave the Company time to find alternative liquidity providers
or to incorporate as a home-loan bank.

                      About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc. and Thornburg Investment Management are
separate and independent legal entities.  Garrett Thornburg is the
Chairman of both firms and together they occupy the Thornburg
Campus, however the businesses of Thornburg Investment Management
are not related to, or affected by, the business of Thornburg
Mortgage, Inc.

                           *     *     *

As of September 30, 2008, Thornburg Mortgage had $26.2 billion in
total assets and $26.6 billion in total liabilities, resulting in
$323.3 million in stockholders' deficit.  The Company posted net
income of $140.0 million for the three months ended, and net loss
of $2.75 billion for the nine months ended, September 30, 2008.

As reported by the Troubled Company Reporter on April 7, 2009,
Moody's Investors Service downgraded the ratings on the senior
unsecured debt of Thornburg Mortgage, Inc., to C from Ca.

As reported in the Troubled Company Reporter on Dec. 22, 2008,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Thornburg Mortgage Inc. to 'CC' from 'D'.  At the same
time, S&P also raised its rating on Thornburg's senior notes to
'CC' from 'D'.  S&P said that the outlook is negative.


TIMES SQUARE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Times Square FMB, LLC
       9077 The Lane
       Naples, FL 34109

Bankruptcy Case No.: 09-06755

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Times Square FMB, LLC
                            09-06755
United Realty Holdings (U.S.), Inc.                09-06758
Consolidated Realty Holdings (U.S.), Inc.          09-06761
Consolidated Construction Corp.                    09-06762
Seafarer's 1997, Inc.                              09-06763
Seafarer's 2000, Inc.                              09-06765

Chapter 11 Petition Date: April 7, 2009

Court: Middle District of Florida

Debtor's Counsel: Stephen R. Leslie, Esq.
                  sleslie.ecf@srbp.com
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144

Estimated Assets: $50 million to $100 million

Estimated Debts: $1 million to $10 million

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

The petition was signed by Frederick Burns, Managing Member.


TLC VISION: Limited Waiver Won't Affect S&P's 'CCC' Rating
----------------------------------------------------------
TLC Vision Corp., the parent of TLC Vision (USA) Corp., announced
that it obtained a limited waiver for defaults through May 31,
2009; the company breached its bank loan covenants at Dec. 31,
2008.  Standard & Poor's Ratings Services says this will not
affect its current CCC/Negative/-- rating on the company.  S&P
lowered the rating on Nov. 7, 2008, given the potential for a
technical default to occur.

The waiver buys time for the company to reach a more permanent
solution with its lending group.  Options include asset sales or
sale of the entire business, a capital infusion, or a debt
restructuring.  To the extent a debt restructuring would encompass
an equity exchange, or other terms deemed by us to equate to less
than full recovery of principal, S&P could lower S&P's ratings on
the company to 'SD' (Selective Default).  S&P's current 'CCC'
rating appropriately reflects the risk of default.


TLC VISION: Poor Fin'l Performance Cues Moody's Junk Rating
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of TLC Vision Corporation to Caa3 from B3.  Concurrently, Moody's
lowered the probability of default rating to Caa3 from Caa1 and
the ratings on the senior secured credit facilities to Caa3 from
B2.  The outlook remains negative.

The ratings downgrade reflects Moody's view that the sharp
deterioration in TLCV's financial performance coupled with a
series of defaults under its credit facility, which have been
waived through May 31, 2009, significantly increases the
probability of default for TLCV over the near term.  Earnings
deterioration stemming from historically low consumer confidence
levels in the U.S. and reduced demand for TLCV's core refractive
procedures has resulted in elevated leverage that no longer
complies with primary financial covenants in its credit
facilities.  While TLCV has received a waiver of existing
defaults, the Company is seeking an amendment from its lenders
that would enable it to maintain covenant compliance going forward
despite deteriorating economic conditions, a highly leveraged
capital structure and its weak liquidity profile.  These
challenges have driven management to consider a variety of
alternatives as part of the amendment negotiations, including a
possible debt restructuring.  A situation in which lenders receive
less than full value in a distressed scenario could be considered
a default under Moody's definition.  The downgrade reflects both
this heightened probability of default and the ongoing
deterioration of credit metrics.

The negative ratings outlook reflects the company's weak liquidity
profile, challenging end-market conditions and a capital structure
that is characterized by high leverage and limited financial
flexibility.  In Moody's view, liquidity continues to be a key
concern as the company has consumed cash in the each of the final
three quarters of 2008 and has limited access to additional
borrowings under its revolving credit facility.  Failure to cure
the waived defaults through an amendment prior to May 31, 2009,
could have negative rating ramifications.

These ratings were downgraded:

  -- Corporate Family Rating to Caa3 from B3;

  -- Probability of Default Rating to Caa3 from Caa1;

  -- Senior Secured Revolver to Caa3 (LGD3, 42%) from B2 (LGD2,
     27%); and

  -- Senior Secured Term Loan to Caa3 (LGD3, 42%) from B2 (LGD2,
     27%).

This rating was affirmed:

  -- SGL-4 Speculative Grade Liquidity Rating;

The previous rating action for TLCV was the October 6, 2008
downgrade of the corporate family rating to B3 from B2.

TLCV's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i)
scale, diversity and competitive position, ii) profitability, iii)
financial strength, including the sustainability of the existing
capital structure and iv) liquidity profile.  These attributes
were compared against other issuers both within and outside of
TLCV's core industry and TLCV's ratings are believed to be
comparable to those of other issuers of similar credit risk.

Headquartered in Mississauga, Ontario, Canada, TLC Vision
Corporation is a diversified eye care services company with a
majority of the company's revenues generated from laser refractive
surgery, which involves an excimer laser to treat common
refractive vision disorders such as myopia (nearsightedness),
hyperopia (farsightedness) and astigmatism.  For the year ended
December 31, 2008, the company generated approximately $276
million in revenues.


TRI STAR DODGE-CHRYSLER: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Tri Star Dodge-Chrysler-Jeep Huntingdon, Inc.
        930 Rt. 22 West
        P.O. Box 307
        Blairsville, PA 15717

Bankruptcy Case No.: 09-70388

Chapter 11 Petition Date: March 31, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rol@lampllaw.com

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

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

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

The petition was signed by Chris Villarial, president of the
Company.


TRONOX INC: Court Extends Removal Period for Anadarko, Kerr-McGee
-----------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York extended the period within which Tronox Inc.
and its affiliates may remove actions pending against them through
and including the later of (i) July 12, 2009, (ii) 30 days after
the Court terminates the automatic stay with respect to the
particular Action that is sought to be removed, or (iii) with
respect to Postpetition Actions, the time periods set forth in
Rule 9027(a)(3) of the Federal Rules of Bankruptcy Procedure.

Judge Gropper also granted a request by Anadarko Petroleum
Corporation, Kerr-McGee Corporation and their affiliates to extend
the period within which they may file notices to remove actions,
pursuant to Sections 1441 and 1452 of the Judiciary and Judicial
Procedures Code and Rule 9027 of the Federal Rules of Bankruptcy
Procedure until the later of:

(a) July 12, 2009;

(b) 30 days after the entry of the Court's order terminating
     the Stay with respect to a particular Action sought to be
     removed; or

(c) with respect to Postpetition Actions, the time periods set
     forth in Rule 9027(a)(3) of the Federal Rules of
     Bankruptcy Procedure.

Anadarko and Kerr-McGee tell the Court that the Debtors have told
them that they do not oppose the extension request.

Anadarko is the successor-in-interest to Tronox's former parent
company, Kerr-McGee.  As of the Petition Date, Anadarko and Kerr-
McGee:

  (a) are either defendants and co-defendants with certain of
      the Debtors or their predecessors; and

  (b) were, pursuant to prepetition contracts or otherwise,
      indemnifying or being indemnified by certain of the
      Debtors in numerous state court toxic tort and other
      actions around the country.

Representing Anadarko and Kerr-McGee, Lydia T. Protopapas, Esq.,
at Weil Gotshal & Manges LLP, in Houston, Texas, relates that
although they are parties in the technical sense, Anadarko and
Kerr-McGee were not active in the defense of the Actions, and had
little or no interaction with counsel.  Anadarko and Kerr-McGee
also did not receive copies of pleadings because the Debtors were
defending Anadarko and Kerr-McGee in the Actions pursuant to
prepetition indemnification agreements or otherwise.

Ms. Protopapas asserts that Anadarko and Kerr-McGee need
additional time to:

  -- identify all of the proceedings, the parties and the
     relevant courts;

  -- determine whether and to what extent Anadarko and Kerr-
     McGee may need to retain separate counsel;

  -- review and evaluate those proceedings and assess their
     potential effect the estate being administered by the
     Court, and

  -- seek removal under Sections 1441 and 1452.

An extension of the Removal Period provide Anadarko and Kerr-
McGee with the additional time necessary to consider, and make
informed decisions concerning, the removal of any of the Actions.
Absent the Extension, they will have insufficient time to
adequately consider whether any Removal is necessary or
appropriate, Ms. Protopapas tells the Court.

Ms. Protopapas assures the Court that the rights of any party to
the Actions will not be prejudiced by their requested extension.
If Anadarko and Kerr-McGee ultimately seek to remove any Action,
any party to the litigation can seek to have the Action remanded
under Section 1452(b) of the Judiciary and Judicial Procedures
Code.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Credit Suisse Supports Bid to Dissolve Equity Panel
---------------------------------------------------------------
Credit Suisse Securities (USA) LLC, as administrative agent for
itself and a syndicate of lenders in the $125,000,000 DIP Credit
Agreement dated January 12, 2009, between Tronox Inc. and the
Lenders, agrees with the official committee of unsecured creditors
that the equity panel must be dissolved.  Credit Suisse says the
Equity Committee appointment will unnecessarily burden the
Debtors' estates with additional administrative expenses.

"The appointment of an Equity Committee requires the Agent, the
Lenders and other creditor constituencies in [the Debtors'
Chapter 11 cases] to bear the risk -- and considerable expense --
that the Equity Committee becomes nothing more than an estate-
funded vehicle for out-of-the-money equity security holders
designed to extract value from the Debtors' estates through the
threat of litigation and suffer the costs borne by the estates
and associated delays," Paul H. Zumbro, Esq., at Cravath, Swaine
& Moore LLP, in New York, on behalf of the Credit Suisse, tells
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York.

             U.S. Trustee & Equity Committee React

Diana G. Adams, United States Trustee for Regions 2, contends
that upon review of the facts, she has determined that the
appointment of the Official Committee of Equity Security Holders
in the Chapter 11 cases of Tronox Inc. and its debtor-affiliates
was necessary to assure adequate representation of equity
security holders.

According to Ms. Adams, the Equity Committee's analysis regarding
solvency did not depend on reducing the Debtors' liabilities.
Rather, the Equity Committee stated that:

  (a) there is at least $300 million of value available for the
      public shareholders, based on the Debtors' assumptions in
      their Chapter 11 Petitions; and

  (b) there is real potential for substantial recovery based on
      the value of the Debtors' global operations.

Ms. Adams further points out that as of December 31, 2008, Tronox
had 19,107,367 shares of Class A common stock and 22,889,431
shares of Class B common stock outstanding -- which factors favor
the appointment of the Equity Committee.

The most important role of the Equity Committee is to negotiate
the terms of the Debtors' reorganization.  It is therefore
critical and necessary for shareholders to be adequately
represented by an official committee that will advocate and
negotiate for them in valuation and plan distribution issues, she
tells Judge Allan Gropper.

In addition, absent an official status and powers of an Equity
Committee, even a large shareholder may not be able to represent
effectively the interests of all shareholders.  There will be no
one in this case with a fiduciary duty solely to the many
shareholders, she says.

"The timing of the [Equity Committee] appointment in this case is
appropriate, because this case is only three months old . . .
[and] the Debtors have not yet filed their [Chapter 11] plan,"
Ms. Adams reasons out.

Moreover, Ms. Adams, the unsecured creditors have neither a duty
nor an incentive in the Debtors' cases to choose strategic
alternatives that maximizes value for equity.  Hence, the
benefits resulting from the continued participation of the Equity
Committee outweighs the costs associated from the appointment.

In a separate filing, the Equity Committee reiterates the need
for an independent representation to ensure that equity value in
the Debtors' estates is not usurped by other constituents and
that the estates' value "is fully maximized, not just maximized
to benefit the unsecured creditors' at the expense of
shareholders."

The Equity Committee's proposed counsel, Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP, in New York, relates that,
in appointing the Equity Committee, the U.S. Trustee took into
consideration the Debtors' financial condition, as well as their
plan to pursue (i) a sale of their assets to maximize value, and
(ii) litigation against, among others, Anadarko Petroleum
Corporation, the successor-in-interest to Tronox's former parent
company, Kerr-McGee Corporation.

In this regard, Ms. Dine asserts that Judge Gropper should not
disturb the U.S. Trustee's "administrative task" of appointing the
Equity committee, as required under Section 1102(a) of the
Bankruptcy Code.

Ms. Dine argues that "there is a realistic possibility of
solvency" based on the substantial intrinsic value of the
Company's ongoing businesses and the potential for effectively
removing Tronox's liabilities through litigation with Anadarko.
Hence, labeling the Debtors "hopelessly insolvent" is
unwarranted, premature, and potentially prejudicial, she
maintains.

Contrary to the Debtors' assertion, market price of the Debtors'
securities is not an appropriate measure of the Debtors'
solvency.  "The stock market is daily influenced by factors of a
speculative or emotional nature that do not necessarily enter
into a realistic evaluation of long-run economic values," Ms.
Dine says, pointing the Court to In re Muskegon Motor
Specialties, 366 F.2d 522 (6th Cir. 1966).

Ms. Dine elaborates that the Creditors' Committee -- whose role
is solely to protect unsecured creditors -- has no incentive to
protect the shareholders.

"Although unsecured creditors and equity holders have a common
interest in ensuring that the unsecured creditors are paid,
unsecured creditors have neither a duty nor an incentive to
choose strategic alternatives that maximize value for the
shareholders.  Not surprisingly, courts have recognized this
tension between the interests of the two constituencies," Ms.
Dine states, citing In re Saxon Indus., Inc., 29 B.R. 320, 321
(Bankr. S.D.N.Y. 1983).

Furthermore, the unsecured creditors and equity holders have
divergent interests.  The Creditors Committee has no incentive to
protect equity value, while the Equity Committee by contrast, has
a dollar-for-dollar interest in the ultimate size of the
liability claim in the Anadarko litigation. Hence, equity holders
have the most incentive to pursue value aggressively and should
continue to have the opportunity to do so via official
representation, Ms. Dine says.

Similarly, Ms. Dine adds, Tronox's board of directors has no
incentive to represent the shareholders in the Debtors' cases,
because the Board has fiduciary obligations which run to the
entire estate.  Without an Equity Committee, there is no
constituency responsible or incentivized to protect and maximize
the value of the equity.

Moreover, the formation of an ad hoc committee of equity holders
is insufficient.  Only an official [Equity Committee] --
singularly devoted to equity holders -- is sufficiently unbiased
to explore the intrinsic value of the Debtors' businesses and
other options to preserve equity value, Ms. Dine concludes.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Tronox LLC Unit Files Schedules and Statement
---------------------------------------------------------
TRONOX LLC delivered to the U.S. Bankruptcy Court for the Southern
District of New York its schedules of assets and liabilities,
disclosing:

A.   Real Property
      Bossier City                                     $407,146
      Soda Springs                                      318,900
      Soda Springs - Vanadiam                           212,178
      Henderson Plant                                   424,568
      W. Chicago                                        149,575
      W. Chicago                                        160,000
      W. Chicago                                        170,000
      Meridian Orphan Site                              995,610
      Madison Part 3                                    407,090
      Indianapolis-Barrington                           139,000
      Indianapolis-Stewart                              126,408
      Jacksonville-Chem Plant                           325,532
      Mobile Pigment Complex                          1,433,747
      Hamilton Robinson                                 502,774
      Hamilton Cockerham                                311,520
      Hamilton Land                                     263,998
      Hamilton Brewer Pt. 3                             474,583
      Florida Phosphate Lands                           750,000
      W. Chicago                                        252,123
      Others                                          1,955,349

B.   Personal Property

B.1  Cash on hand
      Petty Cash                                          1,825

B.2  Bank Accounts
      US-Citibank N.A., New York                     15,206,095
      Others                                          2,593,108

B.9  Insurance Policies
      Amer. Int'l. Specialty Lines Ins. Co.        Undetermined
      Seneca Ins. Co., Inc.                        Undetermined

B.13 Stock and Interests
      Tronox Holdings, Inc.                         286,860,074
      Tronox Western Australia                      148,024,084
      Equity Affiliates - Beginning B                21,320,558
      Equity Affiliates - Equity (P&L)                 (973,558)
      Advanced Material & Technology                      2,000

B.16 Accounts Receivable
      Tronox Worldwide LLC                          553,484,199
      Tronox Worldwide LLC                          126,553,577
      Others                                        168,705,138

B.18 Other Liquidated Debts Owing Debtor
      VAT Tax Refund                                    436,646
      AIG Environmental Claims Disbursement           6,254,713
      Sempra Claim Settlement                           316,000

B.22 Patents                                        Undetermined

B.25 Vehicles
      PP&E Rolling Stock & Mot                        7,103,070
      Reserve for DD&A Rolling                       (6,554,620)

B.28 Office Equipment
      PP&E Furniture, Fixes, Artwork                 36,766,442
      Reserve for DD&A Furniture                    (28,872,947)

B.29 Machinery, equipment and supplies in business
      PP&E Plant, Equipment & Misc                  714,010,927
      Work-in-progress                                6,093,085
      Asset Clearing Account                             (1,799)
      Reserve for DD&A Plant, Equipment            (566,582,387)

B.30 Inventory
      Raw Material                                   26,054,587
      Finished Product On Hand                       45,669,474
      PassPort Containers, Stock Items               24,842,580
      Others                                         15,844,505

B.35 Other Personal Property
      Other Kind                                      7,860,919
      General Insurance                               1,244,274
      Others                                          2,127,317

      TOTAL SCHEDULED ASSETS                     $1,624,169,991
      =========================================================

C.   Property Claimed as Exempt                   Not Applicable

D.   Creditors Holding Secured Claims                          0

E.   Creditors Holding Unsecured Priority Claims
      Foster, Michael Jon                               $10,950
      Gutwald, Paul M.                                   10,950
      Katsman, Johannes Christian                        10,950
      Pottala, Nikki Rae                                 10,950
      Smith, Michael                                     10,950
      Snider, William M.                                 10,950
      Staton, Sarah                                      10,950
      Tan, Tony Khone Wee                                10,950

F.   Creditors Holding Unsecured Non-priority Claims
      Triple S Environmental Management              20,394,617
      Tronox Inc.                                    22,327,097
      Tronox Pigments (Savannah) B.V.                81,929,582
      Tronox Pigments (Savannah) Inc.                70,655,273
      Others                                         31,303,858

      TOTAL SCHEDULED LIABILITIES                  $226,698,027
      =========================================================

A schedule of Tronox's LLC's unexpired leases and executory
contracts is available for free at:

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


Tronox LLC also filed its statement of financial affairs.  Gary
Barton, Tronox LLC's Chief Restructuring Officer, reports that the
business operations during the two years immediately preceding the
Petition Date is reported on a consolidated basis under its parent
company, Tronox Incorporated.

Legal matters, lawsuits and administrative proceedings to which
Tronox LLC is a party are also reported under Tronox
Incorporated.

Tronox LLC made these payments or transfers totaling $171,416,711
to 545 creditors within 90 days to the Petition Date, a list of
which is available for free at:

           http://bankrupt.com/misc/TronoxLLC_SoFA3B.pdf

Within one year to the Petition Date, the Debtor also made
payments totaling $56,026,325 for the benefit of 45 creditors who
are or were insiders, a list of which is available for free at:

           http://bankrupt.com/misc/TronoxLLC_SoFA3C.pdf

According to Mr. Barton, certain property of Tronox LLC have been
attached, garnished or seized under legal or equitable processes
within one year immediately preceding the Petition Date,
consisting of:

                                                   Benefiting
Property                            Value           Entity
--------                            -----         -----------
Garnishment - Citibank Account     $957,793    The Powell Group
Federal Lien - Jacksonville         116,000    EPA - Region 4
Federal Lien - Navassa, NC           81,953    EPA - Region 4

The Debtor also made contributions to these charitable entities
within one year to the Petition Date, a list of the Entities is
available at no charge at:

            http://bankrupt.com/misc/TronoxLLC_SoFA7.pdf

Mr. Barton discloses that the Debtor incurred cargo damage
amounting to $2,864 within one year to the Petition Date.

Within one year to the Petition Date, The Debtor made payment or
transferred property to these entities in relation to debt
counseling or bankruptcy:

  Payee                                     Amount Paid
  -----                                     -----------
  Akin Gump Strauss Hauer & Feld LLP           $311,369
  Alvarez & Marsal North America LLC          1,964,905
  Cerberus Capital Management, LP               200,000
  CS Agency Cayman                            1,000,000
  Goldman Sachs Credit Partners LP              400,000
  Kirkland and Ellis LLP                      7,723,869
  Kurtzman Carson Consultants                    61,697
  Lehman Brothers, Inc.                         599,046
  Miller Buckfire & Co. Inc.                    756,055
  Paul Weiss Law Firm                           331,600
  Rothschild, Inc.                            3,970,008
  Sitrick and Company, Inc.                     158,205
  Zolfo Cooper LLC                              987,650

Within two years to the Petition Date, the Debtor made certain
property transfers, a schedule of which is available for free at:

          http://bankrupt.com/misc/TronoxLLC_SoFA10a.pdf

Tronox LLC does not engage in setoffs in the ordinary course of
business.  However, certain creditors owe amounts to the Debtor
and may have valid setoff and recoupment rights with respect to
its asserted amounts.  The Debtor has not reviewed the validity
of any setoff rights, according to Mr. Barton.

The Debtor holds or controls certain equipment owned by Columbus
Rubber & Gasket Co., Inc., Gulf Coast Marine Supply Co., Inc.
Hagemeyer North America, Inc., Motion Industries, Inc. and W.L.
Gore & Associates, Inc., totaling $508,703.

The Debtor has received notices from these government units,
indicating that the Debtor may be liable for violation of
environmental law.  The Notices were received from ADEM, EPA
Region IV, IDNR, MDEQ Legal Division, MDNR, NRC Region IV,
Oklahoma Department of Environmental Quality, TCEQ, US EPA Region
6, PADEP, LLVSA, Granite City RWWTP, Illinois EPA, City of
Toledo, City of Texarkana Water Utilities, City of Beaumont Water
Utilities, Mississippi DEQ, Legal Division, Clark County
Department of Air Quality and Environmental Management, and the
Federal Railroad Administration, Mr. Barton specifies.

Mr. Barton further specifies that from January 2001 to July 2008,
the Debtor provided notices to MDEQ, Legal Division, the National
Response Center, MDNR and EPA Region VII regarding the Debtor's
release of hazardous material.

Tronox LLC owned five percent or more of the voting or equity
securities of these entities within six years immediately
preceding the bankruptcy filing:

  * Tronox Holdings, Inc.
  * Tronox Western Australia Pty Ltd.
  * Basic Management, Inc.
  * The Landwell Company, L.P.

Within two years to the Petition Date, Edward Ritter, David Klvac
and Mary Mikkelson kept, or supervised the keeping of, the
Debtor's books of accounts and records.  As of the Petition Date,
Mr. Ritter and Ms. Mikkelson were in possession of the books and
records.

Ernst & Young has audited the Debtor's books of accounts and
records, or prepared the Debtor's financial statement from
January 12, 2007, until the present.

Mr. Barton adds that the last two inventories taken of the
Debtor's property were conducted by Ann Poulsen, Paula Stage
Squire, Shirley Hicks and Edward G. Ritter.  They are also in
possession of the inventory records, he says.

The Debtor's parent company, Tronox Incorporated, is a public
company registered with the SEC.  In the ordinary course of
business, the Debtor may have provided financial information to
banks, bond holders, customers, suppliers, rating agencies and
various other interested parties.

Tronox Worldwide LLC owns more than five percent of the Debtor's
voting or equity securities, Mr. Barton discloses.

Within one year to the Petition Date, Robert Y. Brown, David J.
Klvac, Gregory Thomas and Melody A. Walke terminated their
relationship with the Debtor.

Tronox LLC was a member of these parent corporations within six
years to the Petition Date:

  Parent Corporation           Taxpayer Identification No.
  ------------------           ---------------------------
  Kerr-McGee Corporation              73-1612389
  Tronox Incorporated                 20-2868245

The Debtor contributed to the Tronox Incorporated Defined Benefit
Pension Plan Trust within six years to the Petition Date.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Savannah Files Schedules and Statement
--------------------------------------------------
Tronox Pigments (Savannah) Inc. delivered to the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

A.   Real Property
      Savannah Plant                                 26,463,000

B.   Personal Property

B.2  Bank Accounts
      US-Bank One                                        (7,184)
      US-Wachovia                                     1,146,093
      Royal Bank of Canada                              223,511

B.16 Accounts Receivable
      Tronox LLC (formerly Chemical LL)              81,661,630
      Tronox LLC (Deferred                           70,923,261
      Tronox Worldwide LLC                           35,804,390
      Others                                         13,258,840

B.18 Other Liquidated Debts Owing Debtor
      19403060 VAT Tax Refund                           126,015

B.22 Patents                                        Undetermined

B.23 Licenses, franchises & other intangibles
      Cost Subject to Am                                300,000
      Cost                                           38,900,288
      Accumulated Amortization                         (227,027)
      Accum. Amort. Prior                            (3,430,025)
      Impairment                                     (7,448,755)

B.25 Vehicles
      PP&E Rolling Stock                              2,056,499
      Reserve for DD&A Rolling                       (1,589,508)

B.28 Office Equipment
      PP&E Furniture, Fixtures, Artwork               4,091,308
      Reserve for DD&A Furniture                     (3,820,526)

B.29 Machinery, equipment and supplies in business
      PP&E Plan, Equipment and Misc.                279,267,516
      Work-In-Progress                                1,667,841
      Reserve for DD&A Plant, Equipment            (165,637,061)

B.30 Inventory
      Finished Product on Hand                       27,870,299
      PassPort Containers, Stock Items               16,077,085
      Others                                         14,255,737

B.35 Other Personal Property
      Taxes                                              10,209
      Other                                             320,721
      General Insurance                                 236,450

      TOTAL SCHEDULED ASSETS                       $432,500,609
      =========================================================

C.   Property Claimed as Exempt                   Not Applicable

D.   Creditors Holding Secured Claims                          0

E.   Creditors Holding Unsecured Priority Claims               0

F.   Creditors Holding Unsecured Non-priority Claims
      Tronox Worldwide LLC                          343,664,210
      Others                                         25,984,699

      TOTAL SCHEDULED LIABILITIES                  $369,648,909
      =========================================================

According to Tronox Pigments (Savannah) Inc.'s Chief Restructuring
Officer, Gary Barton, the business operations during the two years
immediately preceding the Petition Date is reported on a
consolidated basis under its parent company, Tronox Incorporated.

Similarly, legal matters, lawsuits and administrative proceedings
to which Tronox LLC is a party are also reported under Tronox
Incorporated.

Within 90 days to the Petition Date, Tronox Savannah made
payments or transfers to 246 creditors totaling $44,438,195.  A
full-text copy of the payments is available for free at:

        http://bankrupt.com/misc/Savannah_Sofa3B.pdf

The Debtor also made payments to six insiders totaling
$27,230,212 within one year to the Petition Date:

  Insider                                    Amount Paid
  -------                                    -----------
  Tronox LLC                                 $17,287,566
  Tronox Pigments (Holland) B.V.               7,341,446
  Tronox Pigments International GmBH           2,547,656
  Wachnowsky, Stephen T.                             313
  Wachnowsky, Stephen T.                          25,529
  Weston Solutions, Inc.                          27,700

The Debtor made contributions to these five charitable
institutions within one year to the Petition Date:

  * Coastal Empire Council - Boy Scouts of America
  * March of Dimes, SE Georgia
  * Muscular Dystrophy Association
  * Rebuilding Together
  * United Way of The Coastal Empire

Mr. Barton reports that within one year since its bankruptcy
filing, Tronox Savannah incurred cargo damage worth $4,790.

On May 1, 2008, the Debtor held interest, benefits and payroll
accounts at Wachovia Bank in Atlanta Georgia, which were closed
one year prior to the Petition Date.

Tronox Savannah does not engage in setoffs in the ordinary course
of business.  However, certain creditors owe amounts to the
Debtor and may have valid setoff and recoupment rights with
respect to its asserted amounts.  The Debtor has not reviewed the
validity of any setoff rights, Mr. Barton says.

The Debtor also holds or controls certain equipment owned by
Flowerserve Corp., Frishckom, Inc., Motion Industries, Inc., and
W.L. Gore & Associates, Inc.

Tronox Savannah has received notice from the Federal Railroad
Administration and GEPD, indicating that it may be liable in
violation of environmental law.  The Debtor provided notices of
release of hazardous material to GEPD and the National Response
Center.

Within two years to the Petition Date, Edward G. Ritter, David
Klvac and Mary Mikkelson kept, or supervised the keeping of, the
Debtor's books of accounts and records.  Mr. Ritter and Ms.
Mikkelson were in possession of the books and records as of the
Petition Date, according to Mr. Barton.

Ernst & Young has audited the Debtor's books and records, or
prepared the Debtor's financial statement within two years to the
Petition Date.

Within May and December 2008, Toby Earnest and Edward G. Ritter
conducted inventory of the Debtor's ore, processed chemicals,
finished goods and stores.  Mr. Earnest was in possession of the
inventories.  Certain inventory of Tronox Savannah and Tronox LLC
is commingled in certain warehouses, Mr. Barton discloses.

The Debtor's parent company, Tronox Incorporated, is a public
company registered with the Securities and Exchange Commission.
Hence, in the ordinary course, the Debtor may have provided
financial information to banks, bond holders, customers,
suppliers, rating agencies and various other interested parties.

As parent company, Tronox Holdings, LLC, holds more than five
percent or more of the voting or equity securities of Tronox
Savannah.

Within one year immediately preceding the Petition Date, David J.
Klvac, Gregory Thomas and Melody A. Walke terminated their
relationship with the Debtor.

Kerr-McGee Corporation and Tronox Incorporated were parent
corporations of the Debtor within six years to the bankruptcy
filing, Mr. Barton states.

The Debtor is responsible for contributing, within six years to
the Petition Date, to the Tronox Incorporated Defined Benefit
Pension Plan Trust, which operates under Taxpayer Identification
No. 20-2868245.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TUMBLEWEED INC: Gets Interim Approval to Access Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
authorized, on an interim basis, Tumbleweed, Inc., to use cash
collateral in which both GE Capital Franchise Finance Corporation
and Fifth-Third Bank claim an interest until a final hearing is
held with respect to this matter.

A final hearing on the Debtor's continued use of cash collateral
will come before the Court on April 23, 2009, at 10:00 a.m.,
prevailing Louisville time.

The Debtor's total indebtedness is comprised of approximately
$18.4 million in secured claims and approximately $2.8 million in
unsecured claims.

Secured claims against the Debtor arise from various mortgages and
equipment loans extended to the Debtor by GE Capital and Fifth-
Third.  Pre-petition negotiations among the Debtor and its secured
creditors led to the discovery of a dispute as to which secured
lender holds a priority lien upon all of the Debtor's assets,
including its inventory, accounts receivable and proceeds thereof.

The Debtor will use the cash collateral to ensure the preservation
of the Debtor's assets, for the operation of its business in the
ordinary course, and for payment of necessary post-petition
expenses that will be incurred.

As adequate protection of the secured lenders' interest in
prepetition collateral, in addition to granting the appropriate
secured lenders a replacement lien in postpetition inventory,
accounts receivable and proceeds thereof generated by Debtor's
postpetition operations, the Debtor anticipates being able to make
adequate protection payments to both, or either, secured lenders,
as set forth in the budget, in the event that the Court so orders.
Debtor submits that the combined value of the replacement liens
and regular monthly payments will adequately compensate the
appropriate secured lender(s) for the post-petition use of cash
collateral.

A full-text copy of the cash collateral budget is available for
free at http://bankrupt.com/misc/ticashcolbudget.pdf

                      About Tumbleweed, Inc.

Headquartered in Louisville, Kentucky, Tumbleweed, Inc. --
http://www.tumbleweedrestaurant.com/-- together with Custom Food
Solutions LLC operate a chain of restaurants.

The Debtors filed for separate Chapter 11 protection on March 27,
2009 (Bankr. W. D. Ky. Case No. 09-31525 to 09-31526).  David M.
Cantor, Esq., at Seiller Waterman LLC 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.


TVI CORPORATION: Bankruptcy Filing Cues NASDAQ Delisting
--------------------------------------------------------
TVI Corporation said it was notified by The NASDAQ Stock Market on
April 1, 2009, that NASDAQ will suspend and delist trading of the
Company's common stock on the NASDAQ Stock Market, effective at
the opening of business on April 13, 2009, in accordance with
NASDAQ Marketplace Rules 4300 and IM-4300.  The notification also
stated that NASDAQ will file a Form 25-NSE with the Securities and
Exchange Commission to remove the Company's securities from
listing and registration on The NASDAQ Stock Market.

NASDAQ provided these reasons for the delisting of TVI's common
stock: (i) the Company's filing of voluntary bankruptcy petitions
seeking relief under the provisions of Chapter 11 of the United
States Bankruptcy Code, (ii) concerns regarding the residual
equity interest of the existing listed securities holders, and
(iii) concerns about the Company's ability to sustain compliance
with all requirements for continued listing on The NASDAQ Stock
Market.  The Company has determined that it will not appeal
NASDAQ's determination to delist TVI's securities.

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  These
products include powered air-purifying respirators, respiratory
filters and quick-erect shelter systems used for decontamination,
hospital surge systems and command and control.  The users of
these products include military and homeland defense/homeland
security customers.  The Company and two of its affiliates filed
for Chapter 11 protection on April 1, 2009 (Bankr. D. Md. Lead
Case No. 09-15677).  Christopher William Mahoney, Esq., at Duane
Morris LLP, represents the Debtors in their restructuring efforts.
The Debtors proposed Buccino & Associates, Inc. as their financial
advisors and consultants.  When the Debtors filed for protection
from their creditors, they posted assets between
$10 million and $50 million, and debts between $1 million and
$10 million.


TVI CORPORATION: Delays 2008 Annual Report Due to Bankruptcy
------------------------------------------------------------
TVI Corporation filed a Form 12b-25 to notify the Securities and
Exchange Commission that it is unable to timely file its Annual
Report on Form 10-K for the fiscal year ended December 31, 2008,
by the prescribed date.

The principal reason for the delayed filing, TVI said, is that it
requires additional time to complete the required financial
statements for this period as a result of its April 1, 2009
bankruptcy filing.

TVI said management and its independent registered public
accounting firm have been working diligently to complete the
financial statements and anticipate, but cannot assure, that the
Annual Report will be filed within the time allowed by this
extension under Rule 12b-25.

TVI said it anticipates reporting a significant change in results
of operations for the fiscal year ended December 31, 2008, due to
changes in the valuation of certain assets as a result of the
bankruptcy filing and certain other matters.

Headquartered in Glenn 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.


UAL CORPORATION: Airlines Unit Opens CBA Talks With Machinists
--------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
(IAM) District 141 on Tuesday exchanged opening contract proposals
in Chicago, IL, with United Airlines for the carrier's 16,000 Ramp
& Stores, Public Contact, Food Service, Maintenance Instructor,
Fleet Technical Instructor and Security Guard employees.  The
current IAM agreements become amendable on December 31, 2009.

"It has been nearly a decade since our members had an opportunity
to propose changes to their collective bargaining agreements,"
said IAM District 141 President Rich Delaney.  "Since our last
negotiations, United abused the bankruptcy laws to extract
$4.6 billion from our members.  The challenge we face in these
negotiations is bridging a canyon of distrust."

IAM District 141 conducted a pre-bargaining membership survey and
received more than 50,000 proposals and recommendations from
members.  "The three main areas of focus during these negotiations
will be job security, improved wages and improved benefits," said
Delaney.  IAM District 141's opening contract proposals and
frequent negotiation updates will be available on the District 141
Web site, http://www.iam141.org/

IAM members were forced during United's three-year bankruptcy to
accept a 13% wage reduction in 2003, as well as another 5.5% cut
in 2005.  Additionally, United terminated its employee pension
plans in bankruptcy, although IAM members are the airline's only
employees to successfully negotiate a replacement defined benefit
pension plan, the IAM National Pension Plan.

The Machinists Union is the largest airline union in North
America, representing more than 100,000 airline and airport
service workers.  More information about the Machinists Union at
United Airlines is available at www.iam141.org.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


WASILIK KLIMENKO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Wasilik E. Klimenko
        8559 Enramada Avenue
        Whittier, CA 90605

Bankruptcy Case No.: 09-17492

Chapter 11 Petition Date: March 31, 2009

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Craig G. Margulies, Esq.
                  Landsberg Margulies LLP
                  16030 Ventura Blvd., Ste.470
                  Encino, CA 91436
                  Tel: (818) 705-2777
                  Fax: (818) 705-3777
                  Email: cmargulies@lm-lawyers.com

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

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

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

          http://bankrupt.com/misc/cacb09-17492.pdf

The petition was signed by Wasilik E. Klimenko.


WAYMAKERS LLLP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Waymakers, LLLP
        3119-A S. Scenic
        Springfield, MO 65807

Bankruptcy Case No.: 09-60411

Chapter 11 Petition Date: March 10, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

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

Total Assets: $937,443

Total Debts: $2,478,324

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

The petition was signed by Cary Summers, Managing Member of the
company.


WILLOWBROOK-HINSDALE: Gets Interim OK to Access Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Northern District of Illinois authorized, on
an interim basis, Willowbrook-Hinsdale Inn L.L.C. to access the
cash securing repayment of loan from Park National Bank.

A hearing to approve the Debtor's use of the cash collateral, on a
final basis will be April 29, 2009, at 10:00 a.m.  Objections are
due 4:00 p.m. on April 24, 2009.

The Park National Bank cash collateral generally consists of room
revenues generated at the Debtor's full service Holiday Inn hotel
in Willowbrook, Illinois.

In 1998, the Debtor refinanced its existing $9.5 million mortgage
loan on the hotel with Freemont Investment & Loan.  The loan was
subsequently assigned and is currently owned by the lender. The
loan's balance totals approximately $8.2 million.

The Debtor will use the cash collateral to sustain sufficient
working capital to finance its ongoing postpetition business
operations until it confirms a Plan of Reorganization.

As adequate protection, the Debtor will pay the lender certain no-
default interest and principal, which will result in monthly
payments of $65,000 to lender.

The Debtor's right to use the cash collateral will expire at the
earliest to occur of: (a) the final date contained in the interim
budget; (b) the entry by this Court of an order reversing,
amending, supplementing, staying, vacating or otherwise modifying
the terms of this interim order; (c) the conversion or dismissal
of the Debtor's bankruptcy case to a case under Chapter 7 of the
Bankruptcy Code; (d) the appointment of a trustee or examiner or
other representative with expanded powers for the Debtor; (e) the
material failure by the Debtor to perform any of its obligations
under this interim order and failure to cure the default within 7
days after receipt of written notice of default from lender; and
(f) the occurrence of the effective date or consummation of a Plan
of Reorganization.

                   About Willowbrook-Hinsdale Inn

Headquartered in Willowbrook, Illinois, Willowbrook-Hinsdale Inn
L.L.C. dba Willowbrook Holiday Inn operates a hotel.  The Debtor
filed for Chapter 11 protection on March 26, 2009 (Bankr. N.D.
Ill. Case No. 09-10482).  Daniel A. Zazove, Esq., at Perkins Coie
LLP represents the Debtor in its restructuring efforts.  The
Debtor listed estimated assets of $10 million to $50 million and
estimated debts of $10 million to $50 million.


YELLOWSTONE CLUB: Plan Confirmation Hearing Set for May 18
----------------------------------------------------------
Judge Ralph B. Kirscher of the U.S. Bankruptcy Court for the
District of Montana handed down an opinion saying the disclosure
statement explaining the reorganization plan for Yellowstone
Mountain Club LLC amounts to "information overload," Bloomberg's
Bill Rochelle said.

Judge Kirscher said it was "disingenuous" for Credit Suisse Group
AG, as agent for secured lenders, to contend the disclosure
statement was inadequate given the intensive discovery and
investigations conducted on all sides.

The Bloomberg report said that the Court has set this new
schedule:

   -- parties will undergo mediation on April 17

   -- Judge Kirscher will hold a trial between April 22 and
      April 29 on the lawsuit by the creditors' committee seeking
      to knock out the Credit Suisse secured claim.

   -- If the lender survives the trial with a secured claim
      intact, Judge Kirscher will hold another trial on May 8 to
      value the Credit Suisse collateral.

   -- The hearing for confirmation of the Chapter 11 plan is
      tentatively set for May 18.

Yellowstone Club filed a proposed plan based on a sale of the
resort to private-equity investor CrossHarbor Capital Partners LLC
for $100 million, consisting of $30 million cash and a note for
$70 million.

According to Bill Rochelle, the secured creditors owed
$307 million, represented by an affiliate of Credit Suisse Group
AG as agent, asked Judge Kirscher to hold a hearing before plan
confirmation to put a value on the project.  The judge turned down
Yellowstone's "baseless attempt to sidestep Credit Suisse's right
for a valuation."  The judge also said a valuation trial would
help him, since previous appraisals by Yellowstone put the value
first at $1.1 billion and later at $780 million.  Judge Kirscher
said that CrossHarbor is trying to "snatch the debtor's assets"
for $100 million.

Bloomberg also notes that Judge Kirscher previously established
other milestones in the auction and confirmation process.  Bids in
competition with CrossHarbor will be due 10 days before the
confirmation hearing on Yellowstone's Chapter 11 plan.  The
auction will be five days before the hearing.  He also said he
would hold a hearing to decide whether Credit Suisse would be able
to bid at the auction and use its secured claim for part of the
purchase price.

The official committee of unsecured creditors of Yellowstone filed
a lawsuit on March 3 aimed at invaliding the Credit Suisse claim
while recovering $146 million Yellowstone paid on what was
originally $375 million in loans, Mr. Rochelle says.  The
complaint cites the loan agreement as saying $352 million of the
loan, made in September 2005, wouldn't be used for Yellowstone
itself.  The complaint contends Credit Suisse knew the loan would
be used for the personal benefit of the owners, Timothy Blixseth
and his wife Edra Blixseth, or companies they controlled.

Yellowstone has lost its exclusive rights to file a plan.

                   About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

As reported in the Troubled Company Reporter on Nov. 13, 2008,
Yellowstone Club filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the District of Montana.  In its
bankruptcy petition, it listed debts of more than $360 million.


YELLOWSTONE CLUB: Attracts Donald Trump, Other Bidders
------------------------------------------------------
Robert Frank at The Wall Street Journal reports that although the
bids for Yellowstone Club are not for another month or so,
potential buyers are already coming out and among them is Donald
Trump.

The Wall Street Journal says that in an interview, Mr. Trump
confirms he is kicking the tires on the 13,500-acre private golf
and ski club in Montana, which is in bankruptcy-law proceedings.
He says any purchase is a long shot.  "I'm looking at it," he
said. "But it's a very troubled club."

According to the report, a Boston private-equity firm CrossHarbor,
has made a stalkinghorse bid of $100 million.  So any buyer would
have to top it.  Since they could finance 70% or so, the cash
portion at that price would only be around $30 million- almost a
bargain.  Mr. Trump says it is more than that and that the
business of a private golf and ski resort, sustained by land sales
and service profits, is still untested.  It is a concept that "has
never really worked," he said.

                     About Yellowstone Club

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club Inc. filed for Chapter 11 on Nov. 10,
2008 (Bankr. D. Montana, Case No. 08-61570).  The Company's owner
affiliate Edra D. Blixseth, filed for Chapter 11 on March 27 (Case
No. 09-60452).  Ms. Blixseth listed estimated assets of $100
million to $500 million and estimated debts of $500 million to $1
billion.


* Congressional Panel Suggests Liquidating Banks & Firing Managers
------------------------------------------------------------------
Robert Schmidt at Bloomberg News reports that a congressional
panel overseeing the U.S. financial rescue suggested that getting
rid of top executives and liquidating problem banks may be a
better way to solve the economic crisis.

Bloomberg News relates that the oversight panel was set up under
the rescue law passed in October.  It has three members appointed
by Democrats and two by Republicans.  The group's reports are
required by the legislation.

According to Bloomberg News, in a report released April 8, the
Congressional Oversight Panel also said the Treasury may be
relying on too rosy an economic scenario to guide its $700 billion
bailout, and declared that the success of the program after six
months is "mixed."  Three of the group's members disagreed with at
least some of the findings.

"All successful efforts to address bank crises have involved the
combination of moving aside failed management and getting control
of the process of valuing bank balance sheets," the panel, headed
by Harvard Law School Professor Elizabeth Warren, said in its
report.

Bloomberg says that according to the panel's report, a bank
liquidation would be "least likely to sap the patience of
taxpayers" and "provides clarity relatively quickly" to the
markets and that past successful financial rescues were
accompanied by governments' "willingness to hold management
accountable by replacing -- and, in cases of criminal conduct,
prosecuting -- failed managers."

Bloomberg points out that Treasury Secretary Timothy Geithner has
revamped the Troubled Asset Relief Program to focus on injecting
capital into banks and removing up to $1 trillion in illiquid
securities from their balance sheets via public-private investment
partnerships.  The government is also working to unfreeze credit
markets through a Federal Reserve program that provides loans to
investors in some asset-backed securities, Bloomberg said.

Professor Warren, in an April 7 interview on Bloomberg Television,
said that while "things may be getting a little better" under Mr.
Geithner, the Treasury still needs to be more transparent about
how it is spending the taxpayers' money.

                       Separate Findings

Bloomberg notes that New York State Superintendent of Banks
Richard Neiman and former New Hampshire Senator John Sununu, two
of the panel members, issued separate findings.

"We are concerned that the prominence of alternate approaches
presented in the report, particularly reorganization through
nationalization, could incorrectly imply both that the banking
system is insolvent and that the new administration does not have
a workable plan," the two wrote.  Senator Sununu and the five-
member panel's other Republican appointee, Representative Jeb
Hensarling of Texas, dissented from the entire report, Bloomberg
said.


* Downturn Pushes More Americans to Bankruptcy Court, Says NYT
--------------------------------------------------------------
The ailing economy continues to pull more Americans into
bankruptcy court, where the number of troubled consumers filing
for protection soared in March to its highest level since October
2005, when a new law made it more arduous and expensive to file,
Tara Siegel Bernard of The New York Times reported.

According to the New York Times, the weak economy and its
repercussions -- rising unemployment, lower pay, fewer people with
health insurance, and the mortgage and foreclosure crises - are
all playing a role in the big increase in bankruptcies. And some
of the most common factors that tend to lead to bankruptcy filings
-- divorce and disruptive health problems - have not gone away.

But the biggest factor in the current spate of filings may be the
tightening of credit, according to the report.

An average of 5,945 bankruptcy petitions were filed each day in
March, up 9% from February and up 38% compared with a year
earlier, according to Mike Bickford, president of Automated Access
to Court Electronic Records, a bankruptcy data and management
company.  According to The New York Times, in all, 130,793 people
filed for bankruptcy in March.

The New York Times says that the Bankruptcy Abuse Prevention and
Consumer Protection Act, a new law, made it more difficult for
consumers to erase their debts through Chapter 7 bankruptcies.
According to the report, those who earn more than their state's
median income are now required to first pass a means test - based
on income, living expenses and other factors. If they are deemed
able to repay some debts, they are then forced to pursue a Chapter
13 bankruptcy, which sets up a three- or five-year repayment plan
and makes it more difficult to get a fresh start.

Robert M. Lawless, a professor at the University of Illinois
College of Law according to the report said, he expected total
bankruptcy filings to reach 1.45 million to 1.5 million by the end
of the year, compared with nearly 1.1 million filings in 2008, an
increase of 31% to 36%.  It also means that filings are fast
approaching the average number of annual filings of about 1.4
million before the new bankruptcy law took effect in October 2005.

If history is any guide, the number of bankruptcy filings will
increase through this year, but will not jump as much as they did
from February to March because that tends to be a popular time for
filing, Professor Lawless said. But if legislation is passed that
would allow bankruptcy judges to modify some primary mortgages,
filings could rise significantly, The New York Times said.

The report points out that the power to modify home mortgages
would probably lead many more people to pursue bankruptcy to save
their homes.  If the legislation were to pass, Mr. Lawless said,
1.6 million would be a conservative estimate of the number of
bankruptcy filings this year.

Regardless of what happens, the number of consumers filing for
bankruptcy is expected to continue to climb even after the economy
begins to recover, The New York Times said.


* FDIC Faulted for Four Bank Failures in 2008
---------------------------------------------
The Federal Deposit Insurance Corp. fell short in correcting
deficiencies at four U.S. banks before they were seized last year
at a cost of almost $1 billion to the deposit insurance fund,
Margaret Chadbourn of Bloomberg News reported, citing the agency's
inspector general.

Bloomberg states that according to the agency's watchdog, the
regulator didn't sufficiently help the lenders avoid risks before
they collapsed in August and September.  The four banks seized in
Florida, Georgia, Kansas and Nevada cost the FDIC's insurance fund
$933.5 million, or 2.78% of total costs for 2008.  The FDIC agreed
with most of the assessments in the inspector general's reports,
Bloomberg said.

The report relates that in a report on Nevada's Silver State Bank
of Henderson posted on the agency's Web site April 2, assistant
inspector general Russell Rau said, "The FDIC could have exercised
greater supervisory concern and taken additional action to help
prevent the bank's failure.  The bank, with $1.89 billion in
assets, had "high-risk areas of concern" identified as early as
2005, and the FDIC "took limited actions to mitigate the bank's
aggregate level of risk exposure".

The inspector general said for three banks, the FDIC carried out
timely and regular examinations, then fell short in matching
regulatory actions to correct the deficiencies. For Silver State
Bank, the FDIC's actions were limited in supervision and
regulatory action.

Meanwhile, Bloomberg News says that the congress is overhauling
U.S. financial regulations after lawmakers faulted bank regulators
for lax oversight of lending practices that contributed to the
worst financial crisis since the Great Depression. The U.S.
Treasury has proposed new powers for the government to wind down
non-bank financial companies whose size pose threats to the
economy.

A complete list of banks that failed since 2000 is available at:

   http://www.fdic.gov/bank/individual/failed/banklist.html

                           About FDIC

The Federal Deposit Insurance Corporation --
http://www.fdic.gov/-- preserves and promotes public confidence
in the U.S. financial system by insuring deposits in banks and
thrift institutions for at least $100,000; by identifying,
monitoring and addressing risks to the deposit insurance funds;
and by limiting the effect on the economy and the financial system
when a bank or thrift institution
fails.

An independent agency of the federal government, the FDIC was
created in 1933 in response to the thousands of bank failures that
occurred in the 1920s and early 1930s.  Since the start of FDIC
insurance on Jan. 1, 1934, no depositor has lost a single cent of
insured funds as a result of a failure.

The FDIC receives no Congressional appropriations -- it is funded
by premiums that banks and thrift institutions pay for deposit
insurance coverage and from earnings on investments in U.S.
Treasury securities.  With an insurance fund totaling more than
$49 billion, the FDIC insures more than $3 trillion of deposits in
U.S. banks and thrifts -- deposits in virtually every bank and
thrift in the country.


* Fraudulently Transferred Home Eligible for Homestead Treatment
----------------------------------------------------------------
The 1st U.S. Circuit Court of Appeals ruled in the case is
Stornawaye Financial Corp. v. Hill (In re Hill), (08-9006), that a
bankrupt can have a homestead exemption for a home that was
fraudulently transferred before bankruptcy so long as the home was
retransferred before the bankruptcy filing.

According to Bloomberg's Bill Rochelle, details of the case
involve a husband who transferred, pre-bankruptcy, his interest in
a jointly owned home to his wife.  With a creditor breathing down
his neck, the husband had the home retransferred to himself and
his wife before he filed bankruptcy.  They then designated the
home as their homestead to qualify for the $500,000 exemption in
Massachusetts.

Mr. Rochelle relates that the bankruptcy judge, in his ruling,
refused to allow the homestead exemption because the retransfer
was made to correct a fraud.  The Bankruptcy Appellate Panel for
the 1st Circuit reversed on the homestead issue, though it upheld
the denial of the husband's discharge based on the fraud.

The Circuit Court upheld the husband's use of the homestead
exemption. The court said Congress didn't intend the particular
sections in bankruptcy law to be generally punitive. The court
based its result on a strict reading of the language of the
statute.


* High Yield Default Rate Could Reach 53% in 5 Years
----------------------------------------------------
Over the next five years, about 53% of U.S. companies that issued
high-risk, high-yield bonds will default, Jim Reid at Deutsche
Bank AG said, according to a report by John Glover of Bloomberg
News.

The figure compares with a 31% five-year rate in the early 1990s
and 2000s, and as much as 45% "in a very, very different market in
the Great Depression," Mr. Reid, the London-based head of
fundamental credit strategy, according to the report wrote in a
note to clients.  The estimate is based on the premium investors
demand to hold the notes and assumes recoveries from the defaults
will be zero, Mr. Reid wrote.

Bloomberg News says almost $1.3 trillion of losses and writedowns
at financial institutions worldwide have combined with the deepest
economic slowdown since World War II to weaken companies' finances
and sap their ability to pay debt.  According to Moody's Investors
Service, the 12-month default rate will rise to 22.5% in Europe
and 13.8% in the U.S. by the end of the year, the New York-based
firm said in a report last month.

Moody's expects the five-year default rate to be about 29% by
February 2014, according to the report.

"The main catalyst for this crisis, namely property, is still
vulnerable around the world.  U.S. real estate prices still have
more than 16% to decline, while the figure is almost double that
in the U.K.  We expect a continued fall in prices for one to two
years in the U.S. and longer in the U.K. and Europe.  The property
market is "crucial to consumer spending, the health of banks and
the overall economy.  The story is certainly not over," Mr. Reid
wrote.


* Moody's Says Default Rate on Junk-Rated Debt Hiked Fourfold
-------------------------------------------------------------
The rate of global speculative-grade corporate defaults over the
previous 12 months finished the first quarter at 7.0%, up from a
level of 4.1% at the end of 2008, according to Moody's Investors
Service.  A year ago, the global default rate stood at 1.5%.

The ratings agency's default rate forecasting model now predicts
that the global default rate will rise to a peak of 14.6% in the
fourth quarter of 2009 and will remain at an elevated rate of
11.7% a year from now.

"Moody's model-based forecast for the speculative-grade default
rate has declined in the last couple of months as high-yield bond
spreads have declined moderately from their fourth-quarter 2008
peaks," said Moody's Director of Default Research Kenneth Emery.

A total of 79 Moody's-rated corporate debt issuers have defaulted
in 2009 year-to-date, of which 35 were recorded in March. In the
first quarter of 2008, only 16 companies defaulted.

The U.S. speculative-grade default rate ended the first quarter at
7.4%, up from 4.5% in the previous quarter. At this time last
year, the default rate stood at 1.8%.

Measured on a dollar volume basis, the global speculative-grade
bond default rate closed at 10.2% in the first quarter, almost
doubling the 5.8% level from the previous quarter. Last year, the
global dollar-weighted default rate stood at 0.9%.

Moody's default rate forecasting model now predicts that the U.S.
speculative-grade default rate will jump to 13.5% at the end of
2009, while the European speculative-grade default rate is
expected to rise to 21.2%.

For U.S. speculative-grade issuers, Moody's forecasting model
predicts that default rates will reach a peak of 14.1% in the
fourth quarter.

Among U.S. speculative-grade issuers, the dollar-weighted bond
default rate ended the first quarter at 11.3%. The comparable rate
was 6.6% in the prior quarter and 1.0% a year ago.

Across industries over the coming year, Moody's default rate
forecasting model indicates that the Consumer Transportation
sector will be the most troubled in the U.S. and the Durable
Consumer Goods sector will have the highest default rate in
Europe.

Moody's speculative-grade corporate distress index -- which
measures the percentage of rated issuers that have debt trading at
distressed levels -- closed at 50.9% at the end of the first
quarter, down from 54.6% in the previous quarter. A year ago, the
index was much lower at 23.4%.

Overall, about 58 of the first quarter's defaults were by North
American issuers, while European companies accounted for most of
the remaining 11 defaults. Across industries, the majority of the
defaults were by issuers in the Media, Chemicals, High Tech, and
Beverage, Food, & Tobacco sectors.

In the leveraged loan market, a total of 24 Moody's-rated loan
defaulters were recorded in the first quarter, all by North
American issuers. Last year, only 11 loan issuers defaulted in the
first quarter of the year. The trailing 12 month U.S. leveraged
loan default rate ended the first quarter at 4.5%, up from 3.5%
from last quarter and 1.5% from a year ago.

Moody's "March Default Report" is now available -- as are Moody's
other default research reports -- in the Ratings Analytics section
of Moodys.com.


* Ontario Won't Give Direct Aid to Automakers
---------------------------------------------
Karen Howlett at The Globe and Mail reports that Ontario Premier
Dalton McGuinty has ruled out directly intervening in the auto
parts sector by saying his government has no plans to funnel cash
to companies, many of which are on the brink of collapse.

According to the report, Mr. McGuinty told reporters that it is
the responsibility of the federal government's Export Development
Corp. to provide loans or other financial aid to auto parts
makers.

However, he said, his government is prepared to help auto parts
makers indirectly.  General Motors of Canada Ltd. and Chrysler
Canada Inc. will each be required to use a portion of any loans
they receive from the province to pay their suppliers, he said.

"You can't realistically talk about the future of the sector and
not talk about our suppliers.  There are conditions attached to
money that might flow to the auto sector.  One of those conditions
is going to be that they've got to ensure that they are paying
their suppliers in addition to maintaining their own operations,"
Mr. McGuinty said.


* Real Estate Industry Seeks Bailout Funds From Federal Reserve
---------------------------------------------------------------
American Bankruptcy Institute says the real estate industry is
lobbying the Federal Reserve for modifications to a bailout
program
that the industry said may avert a wave of commercial-property
defaults.

The past year, billions of dollars of U.S. taxpayers' money have
been
loaned to various banks and other financial institutions, and
companies in the auto industry amid a slump in the economy.


* U.S. Treasury Will Grant Bailout Funds to Life Insurance Firms
----------------------------------------------------------------
The U.S. Treasury Department will grant bailout funds to some
struggling life insurance firms, Scott Patterson, Deborah Solomon,
and Leslie Scism at The Wall Street Journal report, citing people
familiar with the matter.

According to WSJ, the sources said that the Treasury would
disclose within the next several days the inclusion of life
insurance industry in the Troubled Asset Relief Program.  WSJ
relates that insurers that own federally chartered banks will
qualify for the program, granting access to the Treasury's Capital
Purchase Program, which injects funds into banks.  According to
the report, the Treasury said that it has
$130 billion remaining in TARP.

WSJ notes that these life insurers struck deals last year to
purchase regulated savings and loans so they could become banks
and qualify for government funds:

     -- Hartford Financial Services Group Inc.,
     -- Genworth Financial Inc., and
     -- Lincoln National Corp.

Hartford and Lincoln, WSJ relates, have applied for TARP funds.
WSJ states that Genworth said it applied with the Office of Thrift
Supervision to approve its "thrift purchase."  WSJ says that
Prudential Financial Inc., which already owned a thrift, has also
applied for the funds.

WSJ relates that U.S. companies have suffered big losses made
worse by generous promises to buyers of some investment products.
According to the report, shares of life insurers -- whom millions
of Americans have entrusted their financial safety -- have dropped
more than 40% this year.  The report says that life insurers'
troubles have led to downgrades from rating agencies, making it
more difficult for some insurers to raise funds.

WSJ notes that if massive numbers of clients sought to redeem
their policies, it could cause a cash crunch for some firms.
Because insurers invest the premiums they receive from clients
into bonds, real estate, and other investments, they are major
holders of securities, WSJ says.  The report states that if the
insurers needed to sell off holdings to raise cash, it could cause
markets to tumble.

Treasury Secretary Henry Paulson "truly meant" to use the
$700 billion that Congress gave him to buy assets from banks, not
to buy shares, David Wessel at WSJ relates, citing Phillip Swagel,
who was assistant Treasury secretary for economic policy under Mr.
Paulson.  According to WSJ, Mr. Swagel said that Mr. Paulson knew
that he would be criticized when he changed course late last year
in the face of a deteriorating economy and deepening banking
crisis.

Citing Mr. Swagel, WSJ states that Mr. Paulson initially saw
having "the government involved in ownership of banks" as a
"fundamentally bad idea," and that was why he said as much to
Congress when he sought the money, but later changed his mind.
Mr. Swagel said that the Treasury decided to devote the money to
acquiring bank shares, WSJ relates.

WSJ reports that Mr. Swagel said that in October 2008, Treasury
staff were stilling planning to conduct "reverse auctions" to
purchase bank assets, but it became clear that "the economy had
deteriorated and the tide of public opinion had begun to turn
against the Troubled Asset Relief Program, so much so that there
were real doubts as to whether Congress would release the second
stage of the TARP funds at all."  The Congress, according to WSJ,
had insisted on doling out the $700 billion in two chunks.

WSJ quoted Mr. Swagel as saying, "The TARP was looking undersized.
Estimates by the New York Fed of bank losses and capital raised
suggested that banks faced a capital hole above and beyond the
initial $250 billion [of capital injection] of perhaps as much as
$100 billion in the case of a moderate recession and perhaps
$250 billion or more additional capital in the case of a severe
recession.  These would be in addition to hundreds of billions of
dollars of losses among U.S. non-bank financial firms such as
hedge funds and insurance companies.  The decision to cancel the
asset purchases was made on October 26," because Treasury
officials decided it was "important to husband the resources" of
the TARP.

The Treasury knew it needed "a well-developed set of programs" to
get access to the second tranche of TARP money and needed "to be
able to explain what it was doing . . . never our strength," WSJ
states, citing Mr. Swagel.  According to WSJ, Mr. Paulson
disclosed the decision to abandon asset purchases in favor of
capital injections in November 2008.  The report quoted Mr. Swagel
as saying, "Paulson knew that canceling the auctions would make it
seem as if he was switching course yet again....  He was willing
to take the criticism . . . to keep the resources available for
more capital injections."

According to a report by Michael R. Crittenden at WSJ on April 2,
the Treasury Department had cut the amount of cash it planned to
invest in two key programs to free up more cash in the
government's $700 billion bailout fund in case it needs to launch
fresh bailouts.  The report states that lawmakers had said that
the Troubled Asset Relief Program is running low and according to
lawmakers, there is almost no chance Congress will authorize more
bailout money in the near future.

Mr. Crittenden's report says that the Treasury, which initially
said that it planned to invest about $100 billion from its bailout
funds as part of its the Term Asset-Backed Securities Loan
Facility or TALF, decided to contribute about $55 billion.  The
Treasury, according to the report, bundled that spending with
other related investments into the Consumer and Business Lending
Initiative, which includes $15 billion already directed toward
small-business lending and $25 billion the department accounts for
under a separate program to deal with toxic assets on bank balance
sheets.  The report states that the cut in the TALF investment
could be reversed if Congress signs off on more bailout spending.

According to Mr. Crittenden's report, the Treasury's program to
provide capital infusions into banks also shrunk to $218 billion
from $250 billion.

Mr. Crittenden reported in February that government watchdogs had
warned the lawmakers that the rescue of the financial system is
vulnerable to fraud that could potentially cost taxpayers tens of
billions of dollars.


* Scott Cousins Returns to Greenberg Traurig's Wilmington Office
----------------------------------------------------------------
The international law firm Greenberg Traurig, LLP, announced the
return of long-time shareholder Scott Cousins to its Wilmington
office.  Mr. Cousins, who rejoins Greenberg Traurig after serving
as General Counsel of NextEra Energy Resources, LLC, will serve as
a co-managing shareholder of the firm's Wilmington office and as
the head of the Delaware bankruptcy team.  He will also be an
integral member of the firm's Global Business Reorganization and
Bankruptcy practice, as well as the Global Energy practice.

For the past four years as General Counsel of NextEra Energy
Resources, LLC, Mr. Cousins oversaw all legal aspects relating to
the company's activities.  NextEra Energy Resources is a clean
energy leader and one of the largest competitive renewable energy
suppliers in North America.  It also operates clean, emissions-
free nuclear power generation facilities.

"We are all excited about Scott's decision to rejoin our firm. His
unique depth of experience in restructurings and energy makes the
timing of his return ideal given the needs of our clients and firm
in this economic environment," said Richard A. Rosenbaum,
President of Greenberg Traurig.

Mr. Cousins first joined Greenberg Traurig in 1999 as the founder
and managing shareholder of the firm's Wilmington office.  He was
the managing shareholder of that office for six years.

"It has been incredible watching the bankruptcy group's continued
dramatic and strategic growth to more than 90 attorneys, with the
most geographic coverage of any Top 20 U.S. firm," added Mr.
Cousins.  "I am thrilled to return to Wilmington to once again
work with so many respected friends and colleagues. The addition
of Bruce Zirinsky and his group in New York provides greater
strength to the obvious Delaware and New York synergy which will
be invaluable to our clients."

"Scott is a recognized leader in the Delaware bankruptcy bar with
a proven track record of running large and complex national
bankruptcy cases.  This furthers our goal of having the deepest
bench of proven senior level lawyers to lead major restructuring
engagements," said Keith Shapiro, co-chair of the firm's national
Business Reorganization and Bankruptcy Practice.  "Mark Bloom,
Bruce and I are delighted to welcome Scott back to the firm and
our growing practice."

With more than 90 attorneys in 14 offices located across the
United States, Greenberg Traurig's Business Reorganization and
Bankruptcy practice is one of the country's largest.  The group's
attorneys have decades of experience handling the many complex
issues that arise in reorganizations, restructurings, workouts,
liquidations, distressed acquisitions and sales, and cross-border
proceedings and practice regularly in courts throughout the
country, as well as in other jurisdictions around the world,
representing clients in a wide range of industries.

Greenberg Traurig, LLP -- http://www.gtlaw.com/-- is an
international, full-service law firm with more than 1,800
attorneys and governmental affairs professionals in the United
States, Europe and Asia.


* Weil Gotshal May Earn $230MM in Legal Fees in GM Bankruptcy
-------------------------------------------------------------
Linda Sandler, Christopher Scinta, and Lindsay Fortado at
Bloomberg News report that Weil Gotshal & Manges LLP could earn an
estimated $230 million in legal fees if General Motors Corp. goes
bankrupt.

According to Bloomberg, Weil Gotshal is a longtime GM counsel that
is now advising the Company on restructuring.  Citing a person
familiar with the matter, Bloomberg states that Weil Gotshal hopes
to take charge of the bankruptcy case once GM's out-of-court
restructuring effort fails.

Bloomberg relates that Lynn LoPucki, who teaches bankruptcy law at
the University of California, Los Angeles, said that GM may pay
Weil Gotshal as much as $230 million, surpassing the estimated
$209 million the law firm will charge Lehman Brothers Holdings
Inc.

Citing Ms. LoPucki, Bloomberg states that a bankruptcy for GM,
says Bloomberg, might yield $1.2 billion for bankers, accountants,
and lawyers.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Excel Treatment Program, Inc.
   Bankr. D. Colo. Case No. 09-15270
      Chapter 11 Petition filed March 30, 2009
         See http://bankrupt.com/misc/cob09-15270p.pdf
         See http://bankrupt.com/misc/cob09-15270c.pdf

In Re Shilleh Homes, LLC
   Bankr. C.D. Calif. Case No. 09-12881
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/cacb09-12881.pdf

In Re Eduardo Baltazar
      aka Eduardo P. Baltazar
      aka Eduardo P. Baltazar, Jr.
      aka Eduardo Pascua Baltazar
      dba Eduardo Baltazar and Elolda Balt Trust
      dba St. Patricks Golden Care Ranch
      Eloida Baltazar
      aka Elolda V. Baltazar
      aka Elolda Valbuena Baltazar
   Bankr. E.D. Calif. Case No. 09-25829
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/caeb09-25829.pdf

In Re James Patrick Moultrup
      Karen A. Moultrup
   Bankr. N.D. Calif. Case No. 09-52351
      Chapter 11 Petition filed March 31, 2009
         See http://bankrupt.com/misc/canb09-52351p.pdf
         See http://bankrupt.com/misc/canb09-52351c.pdf

In Re Kannah, Inc.
   Bankr. N.D. Ala. Case No. 09-40929
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/alnb09-40929p.pdf
         See http://bankrupt.com/misc/alnb09-40929c.pdf

In Re AWD Ranch LLC
   Bankr. D. Ariz. Case No. 09-06384
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/azb09-06384.pdf

In Re Dahyabhai Rambhai Patel
   Bankr. D. Ariz. Case No. 09-06302
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/azb09-06302.pdf

In Re Desert Plants Conservancy LLC
   Bankr. D. Ariz. Case No. 09-06392
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/azb09-06392.pdf

In Re Gerald D. Clifton
      aka Jerry Clifton
   Bankr. D. Ariz. Case No. 09-06322
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/azb09-06322.pdf

In Re Kabuki of Pinetop LLC
   Bankr. D. Ariz. Case No. 09-06326
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/azb09-06326.pdf

In Re Rodriguez, Antonio C.
      Rodriguez, Lilian
      aka Lilian Guillen
   Bankr. C.D. Calif. Case No. 09-17608
      Chapter 11 Petition filed April 1, 2009
         Filed as Pro Se

In Re Telmi, Irma
   Bankr. C.D. Calif. Case No. 09-17596
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/cacb09-17596.pdf

In Re Thomas A. Micheletti
   Bankr. E.D. Calif Case No. 09-26018
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/caeb09-26018.pdf

In Re Ahmad Hajiyousfi
      aka Ahmad Yousif
      Shalah Salah-Isfahani
      aka Shala Salah
   Bankr. S.D. Calif. Case No. 09-04303
      Chapter 11 Petition filed April 1, 2009
         Filed as Pro Se

In Re Mark Leo Lane
      Virginia Louise Lane
   Bankr. D. Colo. Case No. 09-15684
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/cob09-15684p.pdf
         See http://bankrupt.com/misc/cob09-15684c.pdf

In Re Donna Hoving
      dba HJF Construction
   Bankr. D. Idaho Case No. 09-40439
      Chapter 11 Petition filed April 1, 2009
         Filed as Pro Se

In Re The Silken Tent LLC
   Bankr. N.D. Ill. Case No. 09-11567
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/ilnb09-11567p.pdf
         See http://bankrupt.com/misc/ilnb09-11567c.pdf

In Re Grace Health Systems, Inc.
   Bankr. D. Md. Case No. 09-15669
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/mdb09-15669.pdf

In Re 1853 Commonwealth Avenue LLC
   Bankr. D. Mass. Case No. 09-12867
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/mab09-12867.pdf

In Re Wow Entertainment Corporation
   Bankr. D. Nev. Case No. 09-14894
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/nvb09-14894.pdf

In Re 24 SNCA, LLC
   Bankr. D. N.J. Case No. 09-18230
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/njb09-18230p.pdf
         See http://bankrupt.com/misc/njb09-18230c.pdf

In Re Mahmood I. Siddique
   Bankr. D. N.J. Case No. 09-18233
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/njb09-18233.pdf

In Re Southside Funding, LLC
   Bankr. N.D. N.Y. Case No. 09-11131
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/nynb09-11131.pdf

In Re F.R.R. Respiratory Specialties, PSC
   Bankr. D. P.R. Case No. 09-02580
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/prb09-02580.pdf

In Re Lane Gin Company, Inc.
   Bankr. W.D. Tenn. Case No. 09-11370
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/tnwb09-11370.pdf

In Re Gary Andrew Simonsen
      fdba Holy Threads
      fdba Advanced Orthopedics Inland
      Christine Ida Simonsen
   Bankr. E.D. Wash. Case No. 09-01804
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/waeb09-01804p.pdf
         See http://bankrupt.com/misc/waeb09-01804c.pdf

In Re Estate of Cora Elizabeth Stone
   Bankr. C.D. Calif. Case No. 09-11151
      Chapter 11 Petition filed April 2, 2009
         Filed as Pro Se

In Re Thomas Lee Cooper
   Bankr. C.D. Calif. Case No. 09-16444
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/cacb09-16444.pdf

In Re Ronald Gerald Petrillo
      Miriam M. Petrillo
   Bankr. S.D. Calif. Case No. 09-04368
      Chapter 11 Petition filed April 2, 2009
         Filed as Pro Se

In Re Halea Group, Inc.
   Bankr. M.D. Fla. Case No. 09-06481
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/flmb09-06481.pdf

In Re Frances R. Parkton
   Bankr. D. Nev. Case No. 09-14947
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/nvb09-14947.pdf

In Re Stephen Bauman
   Bankr. S.D. N.Y. Case No. 09-11760
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/nysb09-11760.pdf

In Re Hilton Properties Leasing LLC
   Bankr. N.D. Tex. Case No. 09-31960
      Chapter 11 Petition filed April 2, 2009
         Filed as Pro Se





                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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