TCR_Public/090415.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 15, 2009, Vol. 13, No. 103

                            Headlines


ABITIBIBOWATER INC: Receives Management Cease Trade Order
ACCT1ST TECHNOLOGY: Voluntary Chapter 11 Case Summary
AGRIPROCESSORS INC: Ex-Manager Guilty of Harboring Illegal Aliens
ALBERT LINDLEY: U.S. Trustee Sets Creditors Meeting for April 29
ALL AMERICAN SEMICONDUCTOR: Committee's 3rd Amended Plan Confirmed

ALLIANCE INVESTMENTS: Voluntary Chapter 11 Case Summary
ALLIANT TECHSYSTEMS: Fitch Affirms Issuer Default Rating at 'BB'
AMBAC ASSURANCE: Moody's Cuts Insurer Strength Rating to 'Ba3'
AMERICAN AIRLINES: Pilots & Attendants Demand Pay Raises
AMERICAN INT'L: Unit Seeks $5-Bil Credit Line from Federal Reserve

ASARCO LLC: Can Employ Unnamed Consultant for AMC Dispute
ASARCO LLC: De Baca Plaintiffs to Get $615,000 Unsecured Claim
ASARCO LLC: Parent Wants District Court to Review Settlements
ASARCO LLC: Seeks Open-Ended Extension of Removal Period
ASARCO LLC: To Pay $170,000 Fine for Silver Bell Violations

ATA AIRLINES: Southwest to Use LaGuardia Slots Starting June
AVENTINE RENEWABLE: Senior Secured Lenders Object to DIP Financing
AZTEC LAND: Voluntary Chapter 11 Case Summary
B & C CORPORATION: Case Summary & 20 Largest Unsecured Creditors
BARNEY'S NEW: Deteriorating Liquidity Cues S&P's Junk Rating

BEARINGPOINT INC: Committee Balks at Greenhill & Co. Fees
BEARINGPOINT INC: Plaintiff Wants Securities Appeal to Proceed
BELO CORP: May Breach Loan Accords as Cash Falls, Analysts Say
BERNARD L. MADOFF: Competing Bids for Market Maker Due April 22
BERNARD L. MADOFF: Trustee Uses Preference Theory to Recover $150M

BERNARD L. MADOFF: NY Mets' Opening-Day Seats Sold for $7,500
BETHANY ROLLING: Section 341(a) Meeting Slated for May 11
BIG 10: U.S. Trustee Sets May 13 Meeting of Creditors
BLOCK 34: Voluntary Chapter 11 Case Summary
BLOCKBUSTER INC: Liquidity Concerns Cue S&P's Junk Rating

BROTMAN MEDICAL: Emerges from Ch. 11; Prospect Hikes Stake to 72%
BRUNO'S SUPERMARKETS: Can Obtain $19 Million DIP Loan from Regions
BRUNO'S SUPERMARKETS: Files Amended Procedures for Sale of Assets
BRUNO'S SUPERMARKETS: Supermarket Operator's Bid "Unacceptable"
BRUNO'S SUPERMARKETS: Files Schedules of Assets and Liabilities

BRYAN SHOOLERY: Voluntary Chapter 11 Case Summary
BROOKLYN NAVY: Fitch Affirms 'BB' Rating on Senior Secured Bonds
CANWEST GLOBAL: Noteholders Extend Payment Deadline; Talks Go On
CANWEST MEDIA: Moody's Cuts Probability of Default Rating to 'Ca'
CAPMARK FINANCIAL: Maturity Extension Won't Affect S&P's B+ Rating

CERTIFICHECKS: Files for Chapter 7 Bankruptcy Protection
CHARTER COMMUNICATIONS: Kirkland Engagement to Be Heard Today
CHARTER COMMUNICATIONS: Gets Court OK to Hire KCC as Claims Agent
CHARTER COMMUNICATIONS: Microsoft's Allen to Sell 28-Mil. Shares
CHARTER COMMUNICATIONS: Seeks Dismissal of JPMorgan Lawsuit

CHARTER COMMUNICATIONS: Taps Duff & Phelps as Valuation Consultant
CHESAPEAKE CORP: Seeks July 27 Extension of Plan Filing Period
CHRYSLER FINANCIAL: Raises Lending Rates to Vehicle Buyers
CHRYSLER LLC: Boston Consulting to Advise on Alliance's Viability
CHRYSLER LLC: Lenders Seek Cash Or Other Protection

CIRCUIT CITY: To Sell E-Commerce Biz to Systemax for $6.5 Million
CITIGROUP INC: SEC Won't OK Stock-Registration Until Friday
CMR MORTGAGE: Section 341(a) Meeting Slated for April 28 in Calif.
CRUSADER ENERGY: Reaches Deal for Use of Cash Until April 28
CRUSADER ENERGY: Bankruptcy Should Be in Oklahoma, Creditor Says

DBSI INC: Former Refco Examiner to Probe Alleged Fraud
DELPHI CORP: Wants to Disband Now Out-of-Money Shareholders' Panel
DIPLOMAT CONSTRUCTION: Section 341(a) Meeting Slated for April 30
EE HOLDINGS: Voluntary Chapter 11 Case Summary
DRUG FAIR: DIP Financing Draws Objection from Committee

ENRON CORP: Gets $6.2MM as Settlement of Piper Jaffray, DISH Suit
ENRON CORP: Fleming Clients Join Newby Settlement Class
ENRON CORP: National City Elevates MFN Issue to District Court
FATBURGER RESTAURANTS: Filed for Chapter 11 in California
FERRELLGAS PARTNERS: S&P Affirms Corporate Credit Rating at 'B+'

FIREPOND INC: Files for Chapter 7 After Foreclosure, Asset Sale
FIRST LIGHT: Voluntary Chapter 11 Case Summary
FLEETWOOD ENTERPRISES: To Sell Inventory to Lazy Days for $2.2MM
FOAMEX INTERNATIONAL: Court OKs Matlin As Stalking Horse Bidder
FORD MOTOR: S&P Raises Corporate Credit Rating to 'CCC+'

FREMONT GENERAL: Exclusive Plan Filing Period Extended to April 30
FRONTIER AIRLINES: Grants $3,587,080 Admin. Claim to World Fuel
FURNITURE MINNESOTA: Voluntary Chapter 11 Case Summary
FX REAL ESTATE: Receives Notice of Breach, Warns of Bankruptcy
FX REAL ESTATE: NASDAQ Notice Prompts Voluntary Delisting

GANNETT CO: Will Reduce Oakland County Non-Daily Newspapers in May
GENERAL MOTORS: Treasury Hires 4 Firms for Advice on Auto Industry
GENERAL MOTORS: Gov't Mulls Swapping Some Loans with Equity
GENERAL MOTORS: Bonds Fall to All-Time Low Following Ratings Cut
GETRAG TRANSMISSION: Taps Baker & Daniels as Special Counsel

GMC WORLDWIDE: Voluntary Chapter 15 Case Summary
GOLD TOE: S&P Changes Outlook to Negative, Affirms 'CCC' Rating
GREEKTOWN CASINOS: Hiked Market Share to 25% in March
GREEKTOWN CASINOS: To Buy 280 Slot Machines From IGT
GREEKTOWN CASINOS: Won't Assign City of Detroit Pact to 3rd Party

GUNDLE/SLT ENVIRONMENTAL: Operating Results Cue S&P's Junk Rating
HALLWOOD ENERGY: Receives Final Approval to Use Cash Collateral
HICKS SPORTS: Fails to Pay Debt, May Lose Club & Franchise
HINES HORTICULTURE: Amended Joint Plan Declared Effective
HOUSTON PROMENADE: Files List of Largest Unsecured Creditors

HUBBARD AUTOMOTIVE: Voluntary Chapter 11 Case Summary
IDEARC INC: U.S. Trustee To Hold Sec. 341(a) Meeting on May 11
INDALEX HOLDINGS: Gets Interim Approval of $42.5 Million DIP Loan
JAMES RHODE: Case Summary & 17 Largest Unsecured Creditors
JOHN HENRY: Ivy Hill Acquisition Won't Affect Moody's Ratings

JOSEPH DIEKEMPER: Sentenced to 10 Years in Prison
JOSEPH TAGLIARINI: Voluntary Chapter 11 Case Summary
JOURNAL REGISTER: State Officials Object JRC Executives' Bonuses
KNIGHT-CELOTEX: U.S. Trustee Sets Section 341(a) Meeting for May 6
KEOKUK AREA: Moody's Affirms 'B3' Rating on $6.1 Mil. Debt

KNIGHT INC: Fitch Affirms Issuer Default Rating at 'BB+'
LANDAMERICA FIN'L: Has $10 Million Bid for Home Warranty Business
LANDSOURCE COMMUNITIES: Creditors Committee Seeks Plan Delay
LAZY DAYS: To Acquire Fleetwood Trailer Inventory for $2.2MM
LEHMAN BROTHERS: Pays Trustee $12-Mil. for 4.5 Months' Work

LEHMAN BROTHERS: Acquires "Bomb's Worth of Uranium Cake"
LEHMAN BROTHERS: Court Permits Insurers to Pay D&O Legal Costs
LEHMAN BROTHERS: Delays Filing of Annual Report on Form 10-K
LEHMAN BROTHERS: LCPI to Provide $30MM Funding to TPG-Austin
LEHMAN BROTHERS: Seek Additional Services From Simon Thacher

LEHMAN BROTHERS: Trustee Seeks Approval of Barclays Agreements
LEHMAN BROTHERS: Trustee Seeks OK of Protocol to Return Funds
LEVI STRAUSS: March 1 Balance Sheet Upside-Down by $315 Million
LIGHTHOUSE LODGE: Case Summary & 20 Largest Unsecured Creditors
LIN TV: May Breach Loan Accords as Cash Falls, Analysts Say

MAC-GRAY CORP: S&P Gives Negative Outlook; Affirms 'BB-' Rating
MADOFF SECURITIES: Voluntary Chapter 15 Case Summary
MARINA BAY: Case Summary & Seven Largest Unsecured Creditors
MASONITE CORP: Perella Weinberg on Board as Investment Bankers
MASONITE CORP: Sec. 341 Meeting of Creditors Slated for May 7

MASONITE CORP: Seeks Approval of Kirkland & Ellis Engagement
MASONITE CORP: Seeks to Tap Richards Layton as Delaware Counsel
MASONITE CORP: Taps Alvarez & Marsal as Restructuring Advisors
MASONITE CORP: U.S. Trustee Fails to Appoint Creditors Committee
METALS USA: S&P Junks Corporate Credit Rating From 'B-'

METALS USA HOLDINGS: S&P Junks Corporate Credit Rating From 'B-'
MILACRON INC: GECC and DDJ DIP Facilities Approved on Final Basis
MIRANT CORP: Class Action Plaintiffs Seek More Time to File Claims
MIRANT CORP: Adopts Stockholder Rights Plan to Protect NOLs
MIRANT CORP: Five Officers Disclose Equity Stake

MIRANT CORP: To Conduct 2009 Shareholders' Meeting on May 7
MONACO COACH: Panel Member to Acquire Fleetwood Trailer Inventory
MORGAN STANLEY: S&P Corrects Rating on Two Classes of 2006-8 Notes
NAVISTAR INTERNATIONAL: Fitch Affirms 'BB-' Issuer Default Rating
NEXPAK CORPORATION: Case Summary & 37 Largest Unsecured Creditors

NORTEL NETWORKS: Pass-Through Trust Gets S&P's Junk Rating
NOVA HOLDING: Taps OPA as Financial Advisor and Investment Banker
NOVA HOLDING: Wants to Employ Blank Rome as Bankruptcy Counsel
PARK AT ASPEN: Section 341(a) Meeting Slated for May 5 in Texas
PB SURF: U.S. Trustee Schedules Creditors Meeting on May 28

PHILADELPHIA NEWSPAPERS: Gets Lenders Consent on Sonenshine Hiring
PHILADELPHIA NEWSPAPERS: Panel May Hire O'Melveny as Lead Counsel
PILGRIM'S PRIDE: Will Close Processing Facility in Dalton, Georgia
POWERMATE CORP: Plan Filing Period Extended to July 10
RANGELINE PROPERTIES: Voluntary Chapter 11 Case Summary

ROCKWOOD SQUARE: Voluntary Chapter 11 Case Summary
SEAGATE TECHNOLOGY: Fitch Assigns 'BB+' Rating on $430 Mil. Notes
SEAGATE TECHNOLOGY: Moody's Confirms 'Ba2' Corporate Family Rating
SEAGATE TECHNOLOGY: S&P Assigns 'BB+' Rating on $430 Mil. Notes
SEMGROUP LP: Pursues Injunction vs. Catsimatidis; Seeks Ouster

SEMGROUP LP: Canadian Unit to Implement $10.5MM Retention Plan
SEMGROUP LP: Seeks to Amend Mark Lietzke Incentive Plan
SEMGROUP LP: Taps Valuation Research Corp. for Valuation Services
SEMGROUP LP: Wants BofA Loan Maturity Date Moved to September 30
SEMGROUP LP: Weil Gotshal Seeks $3.3MM in Fees for November Work

STATION CASINOS: Lender Talks Go On; Ch.11 Filing Moved to May 15
STONE HORSE MOTEL: Voluntary Chapter 11 Case Summary
STORABLES INC: Voluntary Chapter 11 Case Summary
STRONGBUILT: Voluntary Chapter 11 Case Summary
SUN-TIMES MEDIA: Proposes to Hire Young Conaway as Co-Counsel

SUSAN LORE: Voluntary Chapter 11 Case Summary
TIMES SQUARE: Case Summary & Largest Unsecured Creditor
TIMES SQUARE: Wants to Hire Stichter Riedel as Bankruptcy Counsel
TOWN CENTRE: Sec. 341(a) Meeting Scheduled for May 6 in Texas
TRG WOOD PRODUCTS: Voluntary Chapter 11 Case Summary

TRIBUNE CO: Court Approves Amendments to Barclays Facilities
TRONOX INC: Bankruptcy Judge Declines to Disband Equity Committee
TROPICANA ENTERTAINMENT: Parties File Plan Confirmation Objections
TROPICANA ENTERTAINMENT: To Reject Columbia Sussex Service Pacts
TROPICANA ENTERTAINMENT: Updates Court on Plan Voting Process

TROPICANA ENTERTAINMENT: Wimar Seeks $2 Mil. Admin. Expense Claim
ULTRA STORES: Case Summary & 20 Largest Unsecured Creditors
VILLAGE JEWELERS: Voluntary Chapter 11 Case Summary
WILLIAM MOTORS: Voluntary Chapter 11 Case Summary
WASHINGTON MUTUAL: McKee Assigns $1.3 Million Claim to Longacre

WASHINGTON MUTUAL: Transition Employees May be Heavily Taxed
WASHINGTON MUTUAL: Weil Gotshal Bills $1.7MM for January Work
Z GALLERIE: Case Summary & 20 Largest Unsecured Creditors
ZOHAR WATERWORKS: Can Access $1.5MM of Patriarch DIP Financing
ZOHAR WATERWORKS: Section 341(a) Meeting Set for May 8 in Delaware

ZOUNDS INC: Wins Court Nod for Squire Sanders as Bankr. Counsel
ZOUNDS INC: Has until April 29 to File Schedules and Statements
ZOUNDS INC: Wants to Obtain $1-Mil. DIP Loan; LandLords Object

* Upcoming Meetings, Conferences and Seminars


                            *********


ABITIBIBOWATER INC: Receives Management Cease Trade Order
---------------------------------------------------------
AbitibiBowater Inc. and AbitibiBowater Canada Inc. issued their
first bi-weekly Default Status Report in accordance with National
Policy 12-203 - Cease Trade Order for Continuous Disclosure
Defaults.

On March 31, 2009, the Companies announced that they were not able
to timely file their annual financial statements, accompanying
management's discussion and analysis and related CEO and CFO
certifications for the financial year ended December 31, 2008.

In accordance with NP 12-203, the Companies applied to the
applicable securities commissions and regulators for Management
Cease Trade Orders related to the shares of the common stock of
AbitibiBowater Inc. and AbitibiBowater Canada Inc.'s exchangeable
shares to be imposed against certain of the Companies' executive
officers -- and at the discretion of the applicable securities
commissions, some or all of the persons who have been directors,
officers or insiders of the Companies -- instead of a general
Cease Trade Order being imposed against all securities of the
Companies.

On April 2, 2009, the Quebec Autorite des marches financiers
issued a temporary Management Cease Trade Order expiring April 20,
2009, related to the Companies' securities against certain
directors and officers of the Companies for so long as annual
financial statements, certifications and related MD&A are not
filed.  On April 6, 2009, the Ontario Securities Commission
rendered a similar Management Cease Trade Order related to certain
Ontario-resident directors of AbitibiBowater Inc.  The issuance of
such Management Cease Trade Orders does not generally affect the
ability of persons who have not been directors, officers or
insiders of the Companies to trade the securities of the
Companies.  A general Cease Trade Order may be imposed by the
applicable securities commissions if the Companies fail to satisfy
the provisions of the Alternative Information Guidelines required
pursuant to NP 12-203.

The Companies are working with their auditors to complete the
audit of the 2008 Annual Financial Statements as soon as possible.
Until the 2008 Annual Financial Statements are filed, the
Companies intend to satisfy the Alternative Information Guidelines
by issuing bi-weekly Default Status Reports, each of which will be
issued in the form of a press release.  If the 2008 Annual
Financial Statements are not filed beforehand, the Companies
intend to issue their next Default Status Report on April 28,
2009.

                    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'.


ACCT1ST TECHNOLOGY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Acct1st Technology Group, LLC
        P.O. Box 12588
        Dallas, TX 75225
        Tel: (888) 790-7045

Bankruptcy Case No.: 09-31917

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Company Description: Acct1st Technology Group LLC offers
                     imaging, document management, tax workflow
                     and client portals through internal or
                     hosted systems.

                     See http://www.acct1st.com/

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Andrew Hatfield, a managing member of
the Company.

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

             http://bankrupt.com/misc/txnb09-31917.pdf


AGRIPROCESSORS INC: Ex-Manager Guilty of Harboring Illegal Aliens
-----------------------------------------------------------------
Amy Lorentzen at The Associated Press reports that Elizabeth
Billmeyer, Agriprocessors Inc.'s former human resources manager,
pleaded guilty to one count of conspiracy to harbor undocumented
foreigners for profit and one count of knowingly accepting false
resident alien cards.

According to The AP, Ms. Billmeyer was arrested after a massive
immigration raid at Agriprocessors' Iowa kosher slaughterhouse
last year.  The report says that Ms. Billmeyer, who remains free
on bond, faces up to 20 years in prison and a $500,000 fine.

The U.S. attorneys' office said in a news release that
Ms. Billmeyer conspired with others to harbor illegal immigrants
at the plant over a five-year period for commercial advantage and
private financial gain.  The AP relates that Ms. Billmeyer is
accused of accepting false resident alien cards with the knowledge
that they were forged or counterfeit.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
Company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The Company filed for Chapter
11 protection on November 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the Company in its restructuring
effort.  The Company listed assets of $100 million to $500 million
and debts of $50 million to $100 million.


ALBERT LINDLEY: U.S. Trustee Sets Creditors Meeting for April 29
----------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in The Albert Lindley Lee Memorial Hospital's Chapter 11 case on
April 29, 2009, at 10:00 a.m., at Alexander Pirnie Federal
Building, 10 Broad Street, Rm. 106, Utica, New York.

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.

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


ALL AMERICAN SEMICONDUCTOR: Committee's 3rd Amended Plan Confirmed
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
confirmed on April 8, 2009, the Third Amended Plan of Liquidation
proposed by the official committee of unsecured creditors
appointed in the bankruptcy cases of All American Semiconductor,
Inc., et al.

The Bankruptcy Court will conduct a post-confirmation status
conference on June 10, 2009, at 1:30 p.m.

The Plan contemplates the liquidation of all assets of the
consolidated estate for the benefit of the holders of allowed
claims and allowed interests.

The primary sources of funding the implementation of the Plan are
the cash in the consolidated estate as of the Plan's Effective
Date, monies to be collected after the Plan's Effective Date from
the liquidation of the remaining assets, and any recoveries
achieved from the prosecution of claims and causes of action,
including Litigation Claims, which claims and causes of action,
including Litigation Claims, are being transferred to and vested,
along with all other assets, in the Liquidating Trust under and
pursuant to the terms of the Plan.

The Plan places the various claims against and interests in the
Debtors in 6 classes:

    Class      Description
    -----      -----------
      1        Allowed Priority Claims
      2A       Lender Secured Claims
      2B       Allowed Other Secured Claims
      3        Allowed Unsecured Claims
      4        Lender Deficiency Claims
      5        Allowed Subordinated Claims
      6        Allowed Interests

Classes 3 and 4, both of which are impaired, voted to accept the
Plan.

Under the Plan, claims in Classes 1, 2A and 2B are unimpaired and
holders are deemed to have accepted the Plan; Classes 5 and 6 are
impaired and deemed to have rejected the Plan.

No Distributions are expected to be made on account of Allowed
Interests under the Plan.  All Interests shall be cancelled as of
the Plan's Effective Date, except Interests held by any Debtor in
any other Debtor.

Allowed Unsecured Claims under Class 3 will be paid from time to
time from the Collected Cash Accounts on a pro rata basis with (i)
the other allowed unsecured claims and (ii) the Lenders on account
of the Lender Deficiency Claim under Class 4.

Under the Plan terms, holders of Lender Secured Claims under Class
2A will receive (i) full payment of their unpaid claims in cash,
(ii) the proceeds of the sale or disposition of the collateral,
(iii) the collateral securing said Lender Secured Claim, (iv)
other treatment that leaves unaltered the Lenders' legal,
equitable and contractual rights, or (v) such other distribution
as agreed to by the Committee, the Debtors or the Liquidating
Trustee, on the one hand, and the Lenders, on the other hand.

Allowed Other Secured Claims under Class 2B will receive similar
treatment, except that in addition to the foregoing treatment for
Class 2A claims, holders of Class 2B claims may also receive a
note with periodic cash payment having a present value equal to
the extent of the value of each holder's secured interest.

A copy of the Committee's Third Amended Plan of Liquidation is
available at http://bankrupt.com/misc/AASI.3rdAmendedPlan.pdf

                        About All American

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributed
electronic components manufactured by other firms.  In total, the
company offered approximately 40,000 products produced by
approximately 60 manufacturers.  The company had 36 strategic
locations throughout North America and Mexico, as well as
operations in China and Western Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Jason Z. Jones, Esq., Mindy A. Mora, Esq., at Bilzin
Sumberg; and Tina M. Talarchyk, Esq., at Squire Sanders, represent
the Debtors as counsel.  Adrian C. Delancy, Esq., Jerry M.
Markowitz, Esq., Rachel Lopate Rubio, Esq., Rilyn A. Carnahan,
Esq., Ross R. Hartog, Esq., at Markowitz, Davis, Ringel & Trusty;
and Stanley F. Orszula, Esq., at Loeb & Loeb, represent the
Official Committee of Unsecured Creditors as counsel.  As of
June 30, 2007, the company posted total assets of $4,071,000,
consisting solely of cash; total liabilities of $18,348,000; and
total stockholders' deficit of $14,277,000.


ALLIANCE INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Alliance Investments Group, LLC
        P.O. Box 2034
        Delano, CA 93216

Bankruptcy Case No.: 09-12849

Chapter 11 Petition Date: April 1, 2009

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

Judge: Whitney Rimel

Debtor's Counsel: T. Scott Belden, Esq.
                  4550 California Ave., 2nd Fl.
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

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

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

The petition was signed by Andres Lopez, a managing member
of the company.

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

             http://bankrupt.com/misc/caeb09-12849.pdf


ALLIANT TECHSYSTEMS: Fitch Affirms Issuer Default Rating at 'BB'
----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for Alliant
Techsystems at 'BB', along with these:

  -- IDR at 'BB';
  -- Senior secured term loan at 'BBB-';
  -- Senior secured revolver at 'BBB-';
  -- Convertible senior subordinated notes at 'BB-';
  -- Senior subordinated notes at 'BB-'.

Approximately $2 billion of debt are covered by these ratings.
The Rating Outlook remains Stable.

ATK's ratings continue to be supported by healthy free cash flow
and solid credit metrics for the rating; high levels of spending
for munitions and some missile defense programs that benefit the
company; ATK's position in the NASA budget; and ATK's role as a
sole source provider for many of its products to the U.S.
Government.  Concerns focus on the company's willingness to
increase leverage for acquisitions; potential budgetary pressures
in the longer term, particularly for missile defense and NASA; a
lack of diversity compared to other large and medium-sized defense
contractors; the amount of revenue generated by operations in Iraq
and Afghanistan; pension plan funding and commodities exposure.

The Stable Rating Outlook reflects the current high levels of
defense spending, U.S. Army training requirements that should
result in continued high usage of munitions, and the general level
of the company's credit metrics for the rating category.

Fitch expects ATK to have sufficient liquidity given near-term
cash requirements for $280 million of debt retirement and $150
million for pension contributions.  At the end of the third
quarter of fiscal 2009 (3Q'09; ended Dec. 31, 2008), ATK had $568
million of liquidity, which consisted of $162 million of cash on
hand and $406 million available on the $500 million secured
revolver.  ATK plans to make a $150 million discretionary pension
fund contribution early in fiscal year 2010.  Additionally, the
company may need to use some of its liquidity or access the
capital markets to retire $280 million of 2.75% convertible notes
due 2024.  The convertible notes are callable/puttable in August
2009.  No other debt maturities are scheduled until FY12.

Historically, the company has a solid track record of cash flow
generation when adjusted for discretionary pension contributions
(as was done in FY07).  In FY09, the company expects to generate
free cash flow of approximately $260 million which Fitch believes
is an achievable target.  Projections for free cash flow are
slightly below the $282 million generated in FY08.  The slightly
lower projection for free cash flow can be attributed to a $20
million increase in capital expenditures and the absence in FY09
of an FY08 $30 million tax benefit arising from the aforementioned
FY07 pension contribution.

Leverage has been on the decline since FY07 when ATK issued debt
to fund its pension plan and repurchase shares, causing leverage
to increase to 3.5 times (x).  At the end of 3Q'09 (ended Dec. 31,
2008), leverage declined to 2.7x versus 2.9x at the end of FY08.
Though this credit metric has been improving, Fitch remains
concerned about ATK's willingness to use the balance sheet for
acquisitions.

Changes to the budget for NASA or for defense spending could have
an impact on ATK.  The company received 78% of its revenues from
the U.S. Government in FY08, and the U.S. Army accounted for 27%
of the total sales (with 12% of the total sales coming from one
contract for ammunition).  Sales to NASA accounted for 20% of FY08
revenues.

U.S. Secretary of Defense Gates' recommendations for the FY10
Department of Defense budget include significant program
cancellations and delays, but the proposals were not as dramatic
as expected, in Fitch's view.  The full financial impact of the
recommendations will not be known until the detailed budget is
released in several weeks, but Fitch expects that the defense
industry's credit quality will remain solid, with relatively
stable revenues compared to most industrial sectors over the next
several years.

Four of the top 10 programs from the FY09 budget will likely be
reduced or delayed in the FY10 budget proposal (some missile
defense programs, carrier replacement, Future Combat System, and
DDG-1000), but several of the top programs are likely to be
increased, including the Joint Strike Fighter (F-35) and F/A-18
aircraft programs.  Fitch expects missile defense program changes
will have a mixed impact on ATK, while the company should benefit
from its position on the Joint Strike Fighter.


AMBAC ASSURANCE: Moody's Cuts Insurer Strength Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Baa1 the
insurance financial strength ratings of Ambac Assurance
Corporation and Ambac Assurance UK Limited.  In the same rating
action, Moody's also downgraded the senior debt of Ambac Financial
Group, Inc. to Caa1 from Ba1.  The rating action concludes a
review for possible downgrade that was initiated on March 3, 2009.
The outlook for the ratings is developing.

The rating action has implications for the various transactions
wrapped by Ambac as discussed later in this press release.

The downgrade of Ambac's ratings primarily reflects weakened risk
adjusted capitalization, as Moody's loss estimates on RMBS
securities have increased significantly (particularly with respect
to Alt-A transactions).  These higher loss estimates increase the
estimated capital required to support Ambac's sizable direct RMBS
portfolio (including securities owned as well as securities
guaranteed) and also the insurer's large portfolio of ABS CDO
risks.  The rating agency noted that the claims-paying resources
of Ambac remain above Moody's expected loss estimates for the
firm, though this cushion has been significantly eroded, and
losses in more severe stress scenarios would exceed available
resources.

Ambac recorded a statutory net loss of $4.0 billion for 2008,
ending the year with $1.6 billion in policyholders' surplus only
after giving effect to $2.0 billion of new capital raised during
the year.  Qualified statutory capital, comprised of
policyholders' surplus and contingency reserves, stood at
approximately $3.5 billion at year-end 2008, but remains
vulnerable to increases in case loss reserves over the near to
medium term, based on Moody's expected loss estimates.
Furthermore, Ambac's current impairment provisions for ABS CDOs
are highly sensitive to estimates of future cash flows on
underlying CDO collateral and projections of the timing of claims
payments many years into the future.

In Moody's view, Ambac's liquidity risks associated with its
investment agreement business have been largely contained due to
inter-company asset purchases and lending, with approximately 93%
of investment agreement liabilities collateralized.  However, the
credit profile of Ambac Assurance's investment portfolio has
deteriorated due to the purchase of structured finance assets from
the financial services business.  At year-end 2008, the market
value of Ambac's consolidated invested assets was approximately
$2.5 billion below amortized cost, with much of the difference
attributable to RMBS assets.  While Moody's believes that large
liquidity premiums contribute to this differential, Moody's also
expect some further loss to principal based on Moody's ratings on
these securities.

Ambac is steadily de-leveraging through natural portfolio run-off,
high levels of refundings and via commutations of credit default
swaps on ABS CDOs.  However, downward credit migration in the
firm's insured portfolio outside its mortgage-related exposures
has largely offset the positive capital accretion benefits
associated with the de-leveraging process to date.

In addition to reduced capitalization, Moody's also cited
deterioration in other key rating factors as dislocation in
financial markets -- and in Ambac's situation -- have persisted.
These include, most notably, Ambac's weakened business position
and very constrained financial flexibility.  Taken together,
Moody's believes that these factors limit Ambac's ability to
effectively counter the company's weakened capital position.

Moody's stated that Ambac's developing outlook reflects the
potential for further deterioration in the insured portfolio as
asset performance develops over the intermediate (6-18 month)
term.  It also incorporates positive developments that could occur
over that time including lower variability in mortgage-related
asset performance, the possibility of commutations or terminations
of certain ABS CDO exposures, and/or successful remediation
efforts on poorly performing RMBS transactions.

The company's developing outlook is also based on the potential
for various initiatives being pursued at the US federal level to
mitigate the rising trend of mortgage loan defaults.  Moody's will
continue to evaluate Ambac's ratings in the context of the future
performance of its insured portfolio relative to expectations and
resulting capital adequacy levels, as well as changes, if any, to
the company's strategic and capital management plans.

         Rating Rationale For Ambac Financial Group, Inc.

The increase in the notching between the Ba3 insurance financial
strength rating of Ambac and the Caa1 senior unsecured debt rating
of ABK, to four notches, from three, reflects the deterioration in
Ambac's capital adequacy profile and the subordinated status of
holding company creditors to policyholder claims and $800 million
of preferred stock issued by the operating company.  Moody's notes
that holding company liquidity remains strained due to the lack of
unrestricted dividend capacity during 2009.  At year-end 2008, ABK
had approximately $233 million of cash and inter-company loans,
which is equivalent to approximately 1.8 years of debt service and
holding company expenses.

                Treatment Of Wrapped Transactions

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of these: a) the rating of the guarantor (if rated at
the investment grade level); or b) the published underlying rating
(and for structured securities, the published or unpublished
underlying rating).

In light of the downgrade of Ambac to below the investment grade
level, Moody's will position the ratings of all structured
transactions wrapped by Ambac at the higher of the underlying
rating of the structured security -- regardless of whether the
underlying rating is published or not -- and Ambac's Ba3 rating.

For all other transactions wrapped by Ambac, including municipal
securities, Moody's will withdraw the ratings for which there are
no published underlying ratings in accordance with current rating
agency policy.  For these transactions, if the rating of Ambac
should subsequently move back into the investment grade range, or
if the agency should subsequently publish the underlying rating,
Moody's would reinstate the rating to the wrapped instruments.

                      List Of Rating Actions

These ratings have been downgraded; with a developing outlook:

* Ambac Assurance Corporation -- insurance financial strength to
  Ba3 from Baa1;

* Ambac Assurance UK Limited -- insurance financial strength to
  Ba3 from Baa1;

* Ambac Financial Group, Inc. -- senior unsecured debt to Caa1
  from Ba1, junior subordinated debt to Caa2 from Ba2 and
  provisional rating on preferred stock to (P)Ca from (P)Ba3.

The last rating action related to Ambac was on March 3, 2009, when
Moody's placed Ambac's ratings on review for possible downgrade.

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  For the year ended December 31, 2008,
the company reported a GAAP net loss of approximately $5.6 billion
and a shareholders' deficit of $3.8 billion.


AMERICAN AIRLINES: Pilots & Attendants Demand Pay Raises
--------------------------------------------------------
Mike Esterl at The Wall Street Journal reports that American
Airlines' pilots and flight attendants are asking for a pay
increase.

According to WSJ, American Airlines' pilots are demanding a 50%
pay increase.  American Airlines attendants also want to be made
whole after their salaries were cut by more than 25% six years
ago, WSJ says, citing the Association of Professional Flight
Attendants chief Laura Glading.  WSJ relates that the Transport
Workers Union of America, which represents American's maintenance
crews, has called for yearly pay increases of 6%, 4%, and 3%,
respectively, over the next three years.

Workers at American Airlines agreed in 2003 to $1.8 billion in
payroll cuts, WSJ states.  The pilots see the 2003 concessions as
"a loan, and it's time to restore us," WSJ says, citing Sam Mayer,
a pilot-union spokesperson and 767 captain for American Airlines.

WSJ reports that the Allied Pilots Association and the Transport
Workers criticized the $300 million in bonuses to American
Airlines' top 1,000 executives over the past three years and
highlighting an ongoing government probe into possible safety
violations at the airline.

American Airlines, according to WSJ, has been in talks with the
union since May 2008.  WSJ relates that American Airlines has
since entered federal mediation with representatives of its flight
attendants and maintenance crews.

Citing the Massachusetts Institute of Technology, WSJ reports that
American Airlines' pilots earned an average of about $225,000 in
salary and benefits in 2007, depending on seniority and other
factors, well above a 15-airline average of $188,268.  WSJ relates
that American Airlines' management said that its executive
compensation is in line with other airlines and that the airline's
safety is top-notch.  The report states that the Federal Aviation
Administration is still investigating wiring problems on American
Airlines aircraft.

According to WSJ, American Airlines will still make wage
counterproposals to the pilots' union or flight attendants,
preferring to first work on productivity issues.  American
Airlines' most recent offer to transport workers included a 5%
bonus payment in return for scaled-back medical benefits, WSJ
says.  The report states that American Airlines said last week
that it will freeze wages for nonunion workers, which represent
about a quarter of the airline's U.S. work force.

The conflict with the pilots has stalled American Airlines' plan
to fly planes to Beijing from Dallas, WSJ relates.  The plan,
according to WSJ, needs the pilots' approval as it involves long-
distance flights.  The unions, says WSJ, could step up opposition
to possible job cuts from a proposed trans-Atlantic alliance
between American Airlines and British Airways PLC.

WSJ, citing analysts, reports that big pay increases at American
Airlines could push the airline to the brink of insolvency.  WSJ
states that American Airlines executives are making the same
argument as they urge unions to cut back demands.  According to
WSJ, American Airlines faces increasing liquidity concerns as it
expects to disclose a first-quarter loss that analysts expect at
about $400 million.

                      About American Airlines

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR)
operates with its principal subsidiary, American Airlines Inc. --
http://www.aa.com/-- a worldwide scheduled passenger airline.
American provides scheduled jet service to about 150 destinations
throughout North America, the Caribbean, Latin America, including
Brazil, Europe and Asia.  American is also a scheduled airfreight
carrier, providing freight and mail services to shippers
throughout its system.  Its wholly owned subsidiary, AMR Eagle
Holding Corp., owns two regional airlines, American Eagle Airlines
Inc. and Executive Airlines Inc., and does business as "American
Eagle."  American Beacon Advisors Inc., a wholly owned subsidiary
of AMR, is responsible for the investment and oversight of assets
of AMR's U.S. employee benefit plans, as well as AMR's short-term
investments.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 5, 2008, the
TCR said that Moody's Investors Service downgraded the Corporate
Family and Probability of Default Ratings of AMR Corp. and its
subsidiaries to Caa1 from B2, and lowered the ratings of its
outstanding corporate debt instruments and certain equipment trust
certificates and Enhanced Equipment Trust Certificates of American
Airlines Inc.  The company still carries Moody's Negative Outlook.


AMERICAN INT'L: Unit Seeks $5-Bil Credit Line from Federal Reserve
------------------------------------------------------------------
American International Group's aircraft-leasing unit,
International Lease Finance Corp., is seeking a $5 billion credit
line from the Federal Reserve, a report by Justin Baer, Francesco
Guerrera and Julie MacIntosh at The Financial Times said.

According to FT.com, AIG could use the money to facilitate ILFC's
sale.  Citing people familiar with the matter, the report says
that the unit is in talks with ILFC and the New York Fed.  The
sources, FT.com states, said that the credit line from the Fed
would come from the billions of dollars worth of loans the
monetary authorities have already extended to AIG.

FT.com relates that ILFC is in negotiations with several consortia
of potential buyers that include Carlyle Group, Thomas H. Lee
Partners, and Greenbriar Equity Group.  FT.com notes that without
reassurances that ILFC's short-term financing needs could be met,
the unit may be unlikely that any of the bidders would be willing
to take on a capital-intensive business.

William Launder at The Wall Street Journal reports that AIG's woes
have spread to little towns throughout Germany.  WSJ notes that
the reach can be chalked up in part to a kind of infrastructure
tax deal that spread among hundreds of municipal and state
governments around the world.  WSJ state that the deals in many
cases have failed due to AIG's problems.

WSJ relates that under the deal, localities could earn millions of
dollars selling their infrastructure to U.S. banks and other
investors in deals guaranteed by U.S. banks and insurance
companies.  WSJ states that the investors would get a tax break,
the benefits of which they would share with the municipalities.
The tax break isn't allowed any longer, says WSJ.  The deals,
according to WSJ, generally called for top-rated guarantors to
insure the municipalities' invested funds.  The report says that
downgrades of those guarantors have forced the governments to
inject more cash or other collateral, in some cases to the banks
that acquired the infrastructure, to compensate for the
guarantor's lower credit standing with the investors.

Julian Roberts -- a lawyer at Roessner, which represents
municipalities trying to get out of deals that have soured -- said
that 160 German municipalities signed into those leasing deals
with a total transaction value of EUR80 billion, WSJ reports.

Citing lawyers, WSJ states that some German municipalities
accepted the unusually structured transactions more readily,
partly because Germany lets its towns and cities engage in complex
financial deals without the permission of state or federal
authorities.  According to WSJ, one deal was structured around the
Bodensee water utility, which is owned by the city of Stuttgart
and its surrounding towns and manages the water facilities and
plant providing water for four million people in the region.  The
utility, states the report, ended the deal on March 26 and after
paying out of its EUR45 million in earnings from the contract.
The utility said that it will borrow and raise water rates to
consumers to offset its new debts, according to the report.

                   About American International

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

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

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

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

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

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

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

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


ASARCO LLC: Can Employ Unnamed Consultant for AMC Dispute
---------------------------------------------------------
Judge Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas has authorized ASARCO LLC to employ a
certain professional to provide consulting services to its counsel
in connection with its objection to Administrative Claim No. 18571
filed by Americas Mining Corporation and ASARCO Incorporated.

The Court directed the confidential Consulting Expert to file,
under seal, an affidavit of disinterestedness within 10 days
after its retention's approval.  The Consulting Expert, in
consultation with ASARCO's counsel, is authorized to file its
quarterly fee applications under seal, with copy to the Office of
the U.S. Trustee.

ASARCO's Employment Application was filed on a no-name basis to
avoid disclosure of the professional's identity and other details
of the retention and scope of work, Jack L. Kinzie, Esq., at Baker
Botts L.L.P., in Dallas, Texas, said.  He said the professional is
now being retained as a consulting expert to ASARCO's counsel, and
a decision as to whether the professional will testify as an
expert in connection with the claim objection will be made at a
later time.

The Consulting Expert will be paid in an hourly rate of $780, and
will be paid "travel time portal to portal and time for any fee
applications required."  The Consulting Expert will also be
reimbursed for its necessary expenses.  Given the nature and scope
of the issues on which ASARCO has sought the Consulting Expert's
expertise and judgment, ASARCO consent that the Consulting Expert
may consult with other members of its firm and if it does, the
necessary services of those members will be paid for at the firm's
customary rates.

The Consulting Expert has represented to ASARCO and its counsel
that it does not have or represent any interest adverse to the
Debtors or their bankruptcy estates on the matters for which it is
being retained, and it otherwise meets the "disinterested person"
definition as set forth in Section 101(14) of the Bankruptcy Code.

                Court Approves Westbrook Engagement

In a separate order, the Court authorized ASARCO LLC to employ Jay
L. Westbrook as special purpose consultant and testifying expert
in connection with the hearing -- which commenced April 13, 2009
-- on ASARCO's request for the approval of a renewed settlement
and release with Sterlite (USA), Inc.

ASARCO LLC filed a plan of reorganization on July 31, 2008,
premised on the sale of the Debtors' assets to Sterlite USA for
$2.6 billion.  By October 2008, ASARCO LLC informed the Court that
Sterlite refused to close the proposed sale and thus, the Original
Plan could not be confirmed.  The parties has since renewed their
purchase and sale agreement and on March 11, 2009, ASARCO LLC
sought Court approval of a settlement and release contained in the
new PSA for the sale of the ASARCO assets for $1.7 billion.

Grupo Mexico SAB is offering $1.3 billion in cash to take ASARCO
LLC out of bankruptcy.  Robert Moore, counsel to Grupo Mexico,
said at a court hearing on Monday that ASARCO LLC's asbestos
creditors have agreed to support Grupo Mexico's offer.  The
asbestos committee has opposed ASARCO LLC's plan to sell its
operating assets to Sterlite, citing the liability release
Sterlite could receive.  Sterlite is a unit of London-based
Vedanta Resources PLC.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: De Baca Plaintiffs to Get $615,000 Unsecured Claim
--------------------------------------------------------------
ASARCO LLC asks Judge Richard Schmidt of the U.S. Bankruptcy Court
for the Southern District of Texas to approve its compromise and
settlement with the Class of Plaintiffs Established by Denver
District CT, 97CV6180 Administered by Matthew Pohl Class Action
Administration regarding Claim No. 10902 and administrative Claim
No. 18560, pursuant to Section 363(b)(1) of the Bankruptcy Code
and Rule 9019 of the Federal Rules of Bankruptcy Procedure.

The Debaca Class has filed proofs of claim against the Debtors,
with the alleged amount exceeding $1,570,000.

The Parties' Settlement Agreement resolves all of the claims
asserted by the Debaca Class against ASARCO, subject to approval
by the Bankruptcy Court, the Denver District Court, and
appropriate representatives of the Debaca Class.

The Settlement Agreement provides that the Debaca Class will
receive an allowed general, unsecured claim for $615,000 in
ASARCO's bankruptcy case, and an allowed administrative claim for
$135,000 to be paid after satisfying certain conditions.  Within
30 days of the Bankruptcy Court's approval of the Settlement
Agreement, the Debaca Class will release any liens or deeds of
trust it holds on any ASARCO property in San Juan County,
Colorado, or elsewhere.

ASARCO believes that the Settlement Agreement meets applicable
standards and is reasonable, fair and equitable because it
eliminates the risks and uncertainties that are inherent in any
litigation.  ASARCO informs the Court that the Settlement
Agreement has been previously approved by the Debtors' official
committees and the Future Claims Representative.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Parent Wants District Court to Review Settlements
-------------------------------------------------------------
Asarco Incorporated seeks withdrawal of reference to the U.S.
District Court for the Southern District of Texas of ASARCO LLC's
request for approval of global settlements of environmental claims
under Rule 9019 of the Federal Rules of Bankruptcy Procedure and
the Parent's objection to that request.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, contends that the reference must be withdrawn
because the U.S. Bankruptcy Court lacks jurisdiction to approve
the request.  He asserts that pursuant to Section 157(b)(5) of the
Judicial and Judiciary Procedures Code, withdrawal to the
District Court may be mandatory where resolution of the
proceeding requires substantial and material consideration of,
inter alia, any federal statute regulating activities affecting
interstate commerce.

Mr. Beckham insists that the disposition of the environmental
claim settlements is case-dispositive because of:

  -- their sheer enormity;

  -- the fact that the Debtors have filed a Chapter 11 plan,
     which requires injunction under Section 524(g) of the
     Bankruptcy Code;

  -- the fact that the settlements collectively require the
     Debtors' bankruptcy estates to deal with hundreds of
     millions of dollars in administrative expense claims, which
     must be paid in full, in cash and which payments will
     significantly dilute recoveries to all other creditors in
     the bankruptcy cases;

  -- the fact that the proposed consent decrees require the
     estate to clean-up certain sites currently owned by the
     estate and then to relinquish ownership and transfer the
     property into a "custodial trust"; and

  -- the fact that the Debtors filed a plan that permits cost
     recovery in excess of environmental clean-up costs in
     violation of non-bankruptcy law and policy.

As reported by the Troubled Company Reporter, the Debtors are
seeking to resolve several environmental claims asserted against
the bankruptcy estate through different settlement agreements,
which propose to pay millions with respect to certain sites and
custodial trusts.  The salient terms of the Environmental
Settlement Agreements are:

  (a) owned, non-operating sites with identified environmental
      issues are to be placed into environmental custodial
      trusts along with approximately $233.8 million for
      remediation and closure costs and $27.5 million for
      administration costs of the trusts;

  (b) environmental claims relating to the vast majority of
      previously unresolved state and federal environmental
      claims will be allowed as unsecured claims, totaling
      approximately $100 million; and

  (c) environmental claims of the United States and the states
      of Nebraska and Washington relating to the Residual
      Environmental Settlement Sites will be allowed as
      administrative claims, totaling approximately $14 million,
      and unsecured claims, totaling approximately $736 million.

The subject sites and trusts and the corresponding proposed
amounts are:

  Site/Trust                           Proposed Amount
  ----------                           ---------------
  Coeur d'Alene Custodial Trust           $359,179,000
  Omaha Lead Site                         $186,500,000
  East Helena Site                        $100,000,000
  Custodial trust - Alabama, et al.        $70,955,493
  United States for DOI and FS             $67,500,000
  Amarillo and El Paso Site                $52,000,000
  Coeur d'Alene Basin Site                 $41,464,000
  Tacoma Site                              $27,000,000
  Int'l Boundary Water Commission Site     $19,000,000
  Black Pine Site                          $17,500,000
  Coeur d'Alene Custodial Trust, land      $14,000,000
  Jack Waite Mine Site                     $11,300,000
  Mike Horse Site                          $10,000,000
  Richardson Flat Tailings Site             $7,400,000
  Circle Smelting Site                      $6,052,390
  Monte Cristo Mining District Site         $5,500,000
  State of Washington                       $5,500,000

The Environmental Claims either have been the subject of
estimation hearings, which provided a thorough examination of the
legal and factual complexities of the claims, or were the product
of arm's-length negotiations.

The Bankruptcy Court will commence a hearing on May 18 and 19,
2009, to consider ASARCO's request.

Several parties have balked at the Debtors' request:

  1. The Official Committee of Unsecured Creditors;
  2. The Official Committee of Asbestos Claimants;
  3. Asarco Incorporated;
  4. Robert C. Pate, as the Future Claims Representative;
  5. Union Pacific Railroad Company;
  6. Mitsui & Co. (U.S.A.), Inc.;
  7. City of El Paso, Texas; and
  8. Blue Tee Corp.

The Creditors Committee is concerned that the Debtors seem to
seek to force through the settlement of $1.1 billion of claims
involving more than 50 sites without any of the procedural
safeguards or transparency that were the hallmark of the Court-
approved estimation process and without the protections afforded
creditors by the plan confirmation process.  The Creditors
Committee contends, among other things, that with the Debtor's
Third Amended Plan of Reorganization on the table and hearings
set, there is no good reason why the proposed environmental
settlements, with their serious dilutive effect on creditors'
recoveries, should not again be made part of the plan process to
provide full disclosure to creditors and an opportunity to vote
knowing the effect of the settlements on the creditors'
recoveries.

The Asbestos Committee is also concerned that the proposed
settlements encompassed by the request would, if approved,
implicate considerable estate resources.  The FCR also shares the
Asbestos Committee's concerns, and in addition, points out that
the settlements will encompass approximately 50 unrelated sites
dispersed across the country.

Asarco Incorporated argues that the Debtors take an unprecedented
approach to resolve over $3.2 billion in outstanding environmental
claims.  The Parent asserts that by providing almost no
particularized detail of the individual settlements, the Debtors
betray their intention that the Bankruptcy Court simply grants all
of their wishes without engaging in intensive review required
under the Comprehensive Environmental Response, Compensation and
Liability Act.  The Parent's counsel, Gregory Evans, Esq., at
Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California,
filed with the Court a declaration in support of the Parent's
objection.  The declaration contains numerous exhibits, including
a copy of the minutes from the April 7, 2004 Omaha Lead Team
meeting, at which an official of the Agency For Toxic Substances
And Disease Registry expressed reservations about conducting a
health study at the Omaha Lead Site because it could undermine
the U.S. Environmental Protection Agency's cost recovery action
against the Debtors.

Union Pacific asserts that the Debtors have not provided
sufficient information to enable a determination as to whether
the settlements comply with the CERCLA or the Rule 9019 of the
Federal Rules of Bankruptcy Procedure.

Mitsui relates that the Debtors seek approval of certain
settlements that would result in the transfer of certain
properties located in El Paso, Texas, and East Helena, Montana,
to environmental custodial trusts, free and clear of any claims,
liens and encumbrances, including a lien in favor of Mitsui on
silver located at the El Paso and East Helena facilities.  Mitsui
contends that the Debtors have no authority to strip its lien as
part of the request.

The City of El Paso is concerned that the settlement agreement
relating to properties in the city does not reflect "important
allocation of funds."  The City also wants the Bankruptcy Court to
examine whether the funds set forth in the settlement agreements
are enough to clean up and remediate environmental contamination
in the affected locations.

Blue Tee relates that its negotiation is still ongoing as to the
non-ASARCO owned portion of the Taylor Springs Site, and that it
will seek to clarify certain issues regarding restoration and
other actions related to natural resource damages at the site.

            Alabama, et al., File Amended Agreement

Romina L. Mulloy, Esq., at Baker Botts L.L.P., in Dallas, Texas,
relates that due to the large number of parties negotiating and
editing the Amended Consent Decree and Settlement Agreement
establishing a Custodial Trust for Certain Owned Sites in
Alabama, Arizona, Arkansas, Colorado, Illinois, Indiana, New
Mexico, Ohio, Oklahoma, Utah and Washington, among the United
States, ASARCO, ASARCO Master, Inc., AR Sacaton, LLC, CAPCO, Alta
Mining and Development Company, the States of Alabama, Arizona,
Arkansas, Colorado, Illinois, Indiana, New Mexico, Ohio,
Oklahoma, Utah and Washington, LePetomane XXV, solely in its
representative capacity as trustee of the custodial trust, and
St. Paul Travelers, the previously filed version of the document
did not include page numbers.

Hence, Ms. Mulloy says, a supplemental version was filed to add
the page numbers to the document for the convenience of the
reader.  A full-text copy of the Amended Consent Decree and
Settlement Agreement can be obtained for free at:


http://bankrupt.com/misc/ASARCO_Settlement_AlabamaEtAl_32709.pdf

A full-text copy of the Consent Decree and Settlement Agreement
establishing a Custodial Trust for the Owned Smelter Site in El
Paso, Texas and the Owned Zinc Smelter Site in Amarillo, Texas,
among the United States, the State of Texas, ASARCO LLC and
American Smelting and Refining Company is available for free at:

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

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Seeks Open-Ended Extension of Removal Period
--------------------------------------------------------
ASARCO LLC ask Judge Richard Schmidt of the U.S. Bankruptcy Court
for the Southern District of Texas to further extend the deadline
within which they may remove pending civil actions to the
Bankruptcy Court through 90 days after the effective date of any
plan of reorganization confirmed in their bankruptcy cases.  The
current Removal Period Deadline is May 1, 2009.

The Debtors are parties to myriad lawsuits in various state and
federal courts.  The issues involved in many of the Lawsuits are
complex and many require individual analysis of each case, asserts
Shelby A. Jordan, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
in Corpus Christi, Texas.  Hence, the Debtors aver that they need
additional time to review the Lawsuits at issue to determine
whether removal of the various cases is in the best interest of
their bankruptcy estates.

The Debtors' need for additional time is sufficient cause to
extend the Removal Period Deadline, and the Court should permit an
extension of the time for the Debtors to remove the various civil
actions, Ms. Jordan contends.  She points out that an extension of
the deadline would aid the efficient and economical administration
of the bankruptcy estates.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: To Pay $170,000 Fine for Silver Bell Violations
-----------------------------------------------------------
Silver Bell Mining, LLC, has agreed to pay $170,000 in fines in
settlement of state regulators' allegations that it released
340,000 gallons of contaminated wastewater containing sulfuric
acid and heavy metals from its copper mine near Marana, Arizona,
the Arizona Daily Star reports, quoting the Arizona Department of
Environmental Quality.

State regulators has also alleged that the pollutants seeped into
the soil, thus, endangering the groundwater in the aquifer below
the mine, and exceeded surface water-quality standards in the
state of Arizona.

ASARCO, however, maintained that the spills, which ADEQ described
as containing 90,000 gallons of sulfuric acid, was actually a very
dilute solution with 0.6% sulfuric acid.  ASARCO also said that
its routine groundwater monitoring has confirmed that ground water
standards were not exceeded.

"We responded diligently to the spills and are confident that the
issues that caused the spills have been resolved," the Daily Star
quoted Tom Phillips as saying.  Mr. Phillips is Silver Bell's
general manager.

Under the parties' settlement, Silver Bell will increase the
frequency of its inspections to monitor leaks in its dams, ponds
and impoundments.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ATA AIRLINES: Southwest to Use LaGuardia Slots Starting June
------------------------------------------------------------
According to Bloomberg's Bill Rochelle, Southwest Airlines Co.
said April 7 that it will use the slots it purchased in December
from ATA Airlines Inc. to fly five nonstops a day from New York's
La Guardia airport to Midway in Chicago.

Southwest Airlines said it will be touching down in the Big Apple
on June 28, 2009.  The Dallas-based airline will offer a total of
eight daily nonstop departures--five daily nonstop flights between
Chicago Midway and LaGuardia and three daily nonstop departures
between Baltimore/Washington and LaGuardia.  Southwest is offering
these new flights with fares as low as $89 one-way for Chicago
flights and $49 one-way for Baltimore/Washington flights with a
14-day advance purchase.

Southwest Airlines will conduct a live webcast of its first
quarter 2009 financial results on April 16, 2009 at 11:30 AM
Eastern Time.

As reported by the TCR on April 6, the U.S. Bankruptcy Court for
the Southern District of Indiana's order confirming its Chapter 11
plan paved way for the completion of the sale of certain assets to
Southwest Airlines.  Southwest Airlines, pursuant to the sale,
will take control of ATA's 14 takeoff and landing slots at
LaGuardia Airport in New York.

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

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

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

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

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

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

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

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


AVENTINE RENEWABLE: Senior Secured Lenders Object to DIP Financing
------------------------------------------------------------------
JPMorgan Chase Bank, N.A., as administrative agent for senior
secured lenders, filed with the U.S. Bankruptcy Court for the
District of Delaware its preliminary objection to Aventine
Renewable Energy Holdings Inc.'s motion to obtain post petition
financing and utilize cash collateral; and grant adequate
protection to prepetition secured parties.

As reported in the Troubled Company Reporter on April 13, 2009,
Holders of 75% of the $300 million in unsecured notes issued by
Aventine Renewable Energy Holdings Inc. have offered to provide
the Company with debtor-in-possession financing.  The proposed
$30 million in DIP financing would entitle the noteholders to
liens that would knock the existing lenders down to second-lien
status.

A full text copy of the Term Sheet entered into by the Debtors and
the noteholders is available for free at:

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

The Debtor is party to a credit agreement as of March 23, 2007,
with Bank of America, N.A., BMO Capital Markets Financing, Inc.,
JPMorgan Chase Bank, N.A., Siemens Financial Services, Inc., UBS
Loan Finance LLC, Wachovia Bank, National Association, and Wells
Fargo Foothill, LLC.

As of April 7, 2009, the senior secured lenders were owed at least
$40.25 million.

JPMorgan tells the Court that:

   i) the Debtors proposed facility imposes sever and unreasonable
      rick on the interests of the senior secured lenders and the
      Debtors cannot adequately protect the senior secured
      lenders' interests.  Under the Debtors' proposed facility,
      the Debtors are attempting to layer $30 million of senior
      postpetition debt above the approximate $40 million of
      secured claims of the senior secured lenders.

  ii) as will be demonstrated at the interim hearing on the
      motion, it is expected that, if the Debtors' proposed
      facility is approved, the Debtors will deplete their
      liquidity and working capital in less that nine months,
      leaving the senior secured lenders to look only to the
      Debtors' property and equipment to satisfy their claims, the
      value of which will likely not be sufficient.

iii) the senior secured lenders have offered postpetition
      financing to the debtors on terms and conditions more suited
      to the Debtors' specific business needs than those of the
      Debtors' proposed facility taking into account the Debtors'
      cash flows and negative gross margin and current
      persistently depressed ethanol industry;

  iv) absent from the Debtors' proposed facility is any timeline
      for a sale or other exit strategy for the Debtors in these
      cases.

                      About Aventine Renewable

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 and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del., Lead Case No. 09-11214).  The Debtors have
tapped Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor,
as counsel.  Davis Polk & Wardwell is special counsel and
Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor.
Garden City Group, Inc., has been engaged as claims agent.  In its
bankruptcy petition, Aventine disclosed $799,459,000 in assets and
$490,663,000 in debts as of Dec. 31, 2008.


AZTEC LAND: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Aztec Land Holdings, LLC
        1878 Frenchtown Center Drive
        Monroe, MI 48162

Bankruptcy Case No.: 09-50129

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Walter Shapero

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 835-7683
                  Fax: (248) 928-0656
                  Email: bbassel@gmail.com

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

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

The petition was signed by Anthony St. Bernard, a principal
of the Company.

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


B & C CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: B & C Corporation
        5208 Wooster Road W.
        Norton, OH 44203

Bankruptcy Case No.: 09-51455

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
B & C Diversified Products, Inc.                   09-51456
B & C Distribution Center, Inc.                    09-51457
B & C Services, Inc.                               09-51458

Type of Business: B & C supplies and makes automotive parts.

Chapter 11 Petition Date: April 10, 2009

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Marc Merklin, Esq.
                  mmerklin@brouse.com
                  Brouse McDowell, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  Fax: (330) 253-8601

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Retrospective Rated            compensation      $419,894
150 E. Gay Street, 21st flr.
Columbus, OH 43215

US Steel Tubular                                 $397,116
15660 N. Dallas Pkwy.
Suite 500
Dallas, TX 75248

Ohio Edison                                      $286,632
6896 Miller Road
Brecksville, OH 44141

Medical Mutual                                   $202,426

MSC Industrial Supply                            $118,703

Ohio Bureau of Workers                           $114,153

Tenney Tool                                      $99,433

John Donoforio                 property tax      $89,508

Unytite                                          $85,390

Tri-Power                                        $70,665

Garfield Industries                              $66,310

American Express                                 $56,410

Brockman, Coats, Gedelian &                      $56,022
Co.

Kolene                                           $50,640

Frank Gates                                      $46,000

Sax                                              $44,142

Metal-Matic                                      $42,699

GE Capital SOL                                   $41,339

Akron Bearing Co. Inc.                           $39,591

RBC Linear Precision                             $35,416

The petition was signed by Louis P. Bilinovich, Sr., president.


BARNEY'S NEW: Deteriorating Liquidity Cues S&P's Junk Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
New York City-based Barney's New York Inc. to 'CCC' from 'B-'.  At
the same time, S&P lowered the issue-level rating on the company's
senior secured term loan to 'CCC' from 'B-'.  The outlook is
negative.

"The downgrade reflects the deteriorating liquidity position of
the company as demonstrated by the need for a cash infusion by
Istithmar World," explained Standard & Poor's credit analyst David
Kuntz.  Also, S&P is becoming increasingly concerned that vendors
may tighten terms or limit shipments to the company.


BEARINGPOINT INC: Committee Balks at Greenhill & Co. Fees
---------------------------------------------------------
Bankruptcy Data reports that the official committee of unsecured
creditors appointed in BearingPoint Inc.'s case filed with the
U.S. Bankruptcy Court a limited objection to the Debtors' request
to employ Greenhill & Co. as financial advisor and investment
banker.  The Committee took exception on Greenhill's $9 million
transaction fee.

The Creditors Committee, according to the report, said that while
the fee arrangements "appear to be at the high end of market, the
Committee will not object to payment of the fee provided that it
is earned solely with respect to the closing of a transaction that
results in net proceeds to the estate in excess of $100 million
and, provided further, that this is the one and only fee (other
than the quarterly Retainer Fee) that Greenhill will receive with
respect to the engagement."

The report adds that Wells Fargo Bank, the agent for the secured
lenders in the case, filed a similar objection against the
Greenhill engagement.  Wells Fargo said Greenhill should only be
entitled to one transaction fee and that minor transactions should
not be subject to said fee.

As reported by the Troubled Company Reporter on March 9, 2009, the
Debtors will look to Greenhill to:

   a. review the business, assets and operations of BearingPoint,
      Inc. and its historical and projected financial condition;

   b. assist the board of directors in assessing the Debtors'
      current and potential future equity value;

   c. review the strategic and capital needs of the Debtors,
      analyzing the alternatives for raising capital, refinancing
      or restructuring existing indebtedness and assisting the
      Debtors in designing and implementing an appropriate
      capital structure;

   d. evaluate and recommend financial and strategic alternatives
      with respect to a proposed (i) merger or sale of the
      Company as a whole; (ii) acquisition of a majority of the
      stock of the Debtors; (iii) reorganization,
      recapitalization or debt restructuring, tender or exchange
      offer; (iv) a sale of all or substantially all of the
      assets of the Debtors; or (v) the sale by the Debtors of
      any of its five principal business unites (EMEA, Asia
      Pacific, Public Services, Commercial Services, and
      Financial Services) or a majority of the assets of any the
      principal business unit including a debt refinancing or
      restructuring strategy for the Debtors' various series of
      subordinated debt, including its 5% convertible senior
      subordinated debentures due 2025;

   e. identify and contact selected qualified partners to a
      proposed Transaction that are approved in advance by the
      Debtors;

   f. advise the Board as to the timing, structure and pricing of
      a proposed Transaction;

   g. assist the Debtors in marketing, selling, negotiating and
      consummating a proposed Transaction;

   h. provide assistance to the Board regarding investor relation
      matters; and

   i. provide the other financial advisory and investment banking
      services as are customary for similar transactions and as
      may be mutually agreed upon by the board and Greenhill.

Bradley A. Robins, managing director of Greenhill, said the firm
will receive:

   a. a retainer fee of $1,000,000 per quarter, payable in cash
      quarterly during the term of the Greenhill Agreement with
      the first payment due promptly after the date of the
      Greenhill Agreement, the second payment due on Jan. 1, 2009,
      and the remaining payments due on a quarterly basis
      thereafter for the remainder of the term of the Greenhill
      Agreement.  One half of the Retainer Fees, to the extent
      paid, will be credited against any Transaction Fee if
      payable to Greenhill under the Greenhill Agreement.

   b. a transaction fee equal to $9 million, will be payable in
      cash if, during the term of the Greenhill Agreement or, if
      the Greenhill Agreement is terminated prior to the end of
      its stated term or expires other than if the Greenhill
      Agreement is terminated by Greenhill, within 12 months of
      the termination or expiration, a Transaction is consummated
      or a definitive agreement is entered into that subsequently
      results in a Transaction.

   c. reimbursement for travel and other out-of-pocket expenses
      incurred by Greenhill in performing its services hereunder,
      including the reasonable fees and expenses of legal counsel.

Mr. Robins attested that Greenhill is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                     About BearingPoint

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

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

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


BEARINGPOINT INC: Plaintiff Wants Securities Appeal to Proceed
--------------------------------------------------------------
Plaintiffs in a securities fraud class-action suit against
BearingPoint Inc. asked the U.S. Bankruptcy Court for the Southern
District of New York to permit a federal appeals court to rule on
the pending appeal of an order dismissing the suit.

According to Bloomberg's Bill Rochelle, the class-action cases,
begun in 2005, were dismissed by a federal district judge in July
2007.  The plaintiffs appealed, and the 4th U.S. Circuit Court of
Appeals heard argument in January.

The Circuit Court put the appeal on hold after BearingPoint filed
for Chapter 11 in February.

The class-action plaintiffs asked Bankruptcy Court to modify the
"automatic stay" so the Circuit Court can decide the appeal.  If
they win and dismissal is set aside, the plaintiffs want
permission to proceed with the suit.

BearingPoint International Bermuda Holdings Limited, an indirect
subsidiary of BearingPoint, Inc., on April 2, 2009, entered into a
Share Sale Agreement with PwC Advisory Co., Ltd., the Japanese
affiliate of PricewaterhouseCoopers LLP, for the sale of the
Company's consulting business in Japan to PwC Japan.  Pursuant to
the Share Sale Agreement, PwC Japan agreed to purchase
BearingPoint Co., Ltd. (Chiyoda-ku), an indirect, wholly owned
subsidiary of the Company, through the purchase of all issued and
outstanding shares of BearingPoint Japan.  The Company expects to
generate cash of roughly $45 million in connection with the
Transaction, including roughly $38.4 million in cash for the
Shares and $6.6 million in cash from the repayment of intercompany
charges owed by BearingPoint Japan to the Company, subject to
adjustment.  In addition, in connection with the Transaction, PwC
Japan will assume the intercompany debt owed by certain non-Debtor
subsidiaries of the Company to BearingPoint Japan.  The sale is
expected to become effective on or before April 28, 2009. There
can be no assurance that the transaction will be completed.

BearingPoint Inc. has signed a contract to sell the bulk of its
businesss to Deloitte LLP for $350 million by April 17.
BearingPoint and Deloitte have entered into an asset purchase
agreement by which Deloitte will purchase a significant portion of
BearingPoint's largest business unit, Public Services, for a price
of $350 million, subject to adjustment and customary closing
conditions.  The purchase agreement is subject to the rules of the
existing financial restructuring process, which, among other
things, require that the Company consider all "higher and better"
offers from other potential buyers and obtain Court approval.  An
auction is scheduled for April 15.

                     About BearingPoint

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

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

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


BELO CORP: May Breach Loan Accords as Cash Falls, Analysts Say
--------------------------------------------------------------
Carla Main and Dawn McCarty of Bloomberg said that LIN TV Corp.
and Belo Corp., their cash flows declining as ad sales drop, risk
breaching loan agreements this year and face higher bank fees and
interest to renegotiate the deals.

Broadcasters may violate loan covenants if earnings-to-debt ratios
fall below minimum levels set in credit agreements, said Neil
Begley, a bond analyst with Moody's Investors Service, according
to the Bloomberg report.  To amend the loans, the broadcasters may
be required to pay fees and higher interest, using up more cash,
he said. If earnings for TV broadcasters "keep getting worse,
you'll probably see a lot of restructurings," Mr. Begley said.

Revenue at independent or non-network-owned chains such as LIN and
Belo has plummeted as the global recession chokes consumer
spending, in particular as it affects automotive advertising. Auto
commercials made up as much as a fourth of ad sales for TV
companies, said Barry Lucas, an analyst with Gabelli & Co. in Rye,
New York.

LIN "expects to remain compliant" with its covenants, while
"preparing to seek an amendment if we deem it necessary," Chief
Financial Officer Richard Schmaeling said in an interview.  Belo
renegotiated terms in February, with a goal of not having to seek
further relief.

                          About Belo Corp

Belo Corp. (Belo) is a pure-play television company. The Company
has a diversified group of television broadcasting operations,
including interactive media and cable news operations. The Company
owns and operates 20 television stations reaching more than 14% of
United States television households, including ABC, CBS, NBC, FOX,
CW and MyNetwork TV (MNTV) affiliates, and their associated
Websites, in 15 markets across the United States. Belo manages one
television station through a local marketing agreement (LMA). In
addition it owns two local and two regional cable news channels
and holds ownership interests in two other cable news channels. On
February 8, 2008, the Company completed the spin-off of its former
newspaper businesses and related assets, into a separate public
company, A. H. Belo Corporation (A. H. Belo)

As reported by the TCR on March 10, 2009, Standard & Poor's
Ratings Services revised its rating outlook on Dallas, Texas-based
Belo Corp. to negative from stable.  The 'BB-' corporate credit
rating on the company was affirmed.  "The negative corporate
credit rating outlook reflects our concern that despite the
relaxation of financial covenants in the amended credit agreement,
Belo's revenue and EBITDA could deteriorate over the next several
quarters so that the cushion of compliance could become very thin,
necessitating another amendment or waiver," said Standard & Poor's
credit analyst Deborah Kinzer.  "Our expectation of a sharp
decline in local and national ad revenue in 2009, particularly in
the absence of significant political ad revenue, would result in
an even more precipitous drop in EBITDA."


BERNARD L. MADOFF: Competing Bids for Market Maker Due April 22
---------------------------------------------------------------
Irving Picard, the liquidating trustee of Bernard L. Madoff
Investment Securities LLC, will sell the Debtor's market making
operations to Castor Pollux Securities, LLC, unless other parties
present better bids at an auction on April 27.

Lazard Freres & Co. LLC contacted approximately 100 customers of
the trading and market making business, private equity firms,
hedge funds, and other strategic buyers to solicit interest from
potential bidders. Ultimately, after a reasonable period of
marketing under the circumstances and negotiations with other
parties, the Trustee selected Castor Pollux to serve as the
"stalking horse" bidder in the proposed auction.

Castor Pollux has agreed to pay up to $15,500,000 for the market
maker assets.  The total consideration to be paid by the buyer is
computes as (i) $500,000 (the "Closing Payment"); plus (ii)
certain additional payments totaling up to $3,000,000) (the
"Revenue Earn-Out Payments") plus (iii) certain additional
payments (the "Trading Earn-Out Payments") in an amount determined
in accordance with and pursuant to the APA.  Caster will receive a
$15,000 break-up fee in the event the Trustee terminates the APA.

The procedures approved by the U.S. Bankruptcy Court for the
Southern District of New York provides for this schedule:

    April 22, 2009        Deadline to submit competing bids
    April 27, 2009        Auction for market making operations
    April 28, 2009        Sale hearing

                  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 Uses Preference Theory to Recover $150M
------------------------------------------------------------------
Irving Picard, the trustee for the liquidation of Bernard L.
Madoff Investment Securities Inc., has filed a lawsuit before the
U.S. Bankruptcy Court for the Southern District of New York to
recover a $150 million payment in October to Vizcaya Partners Ltd.

The suit also was filed against Banque Jacob Safra (Gibraltar)
Ltd., a bank in Gibraltar that made the investment in the Madoff
firm on behalf of Vizcaya Partners, according to the complaint.

This is the first lawsuit to recover a payment made to a customer
before the Ponzi scheme was discovered, according to Bill Rochelle
of Bloomberg.  The trustee contends that the $150 million payment
in October was a "preference".  A preference is a payment made
within 90 days of bankruptcy in repayment of a pre-existing debt.

The lawsuit says the defendant, Vizcaya Partners Ltd., invested
$327 million with Madoff since January 2002.

According to Bill Rochelle, the lawsuit is notable because the
trustee decided to pursue return of the payment on a preference
theory and not by claiming the payment was a fraudulent transfer.
He notes that:

  -- In Ponzi scheme cases, trustees often file fraudulent
     transfer suits to recover fictitious profits received within
     about two years of bankruptcy. S

  -- Some trustees also use the fraud theory to seek repayment of
     principal returned to an investor if the investor had reason
     to believe that a fraud was occurring.

  -- The preference theory used by the Madoff trustee is a
     possibly more clear-cut approach to recovering repayments to
     investors.

  -- A payment can be a preference only if made within 90 days of
     bankruptcy, which the fraud theories can look back at least
     two years before bankruptcy.

                   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: NY Mets' Opening-Day Seats Sold for $7,500
-------------------------------------------------------------
Two tickets to the New York Mets' opening home game of the Major
League Baseball season owned by Bernard L. Madoff Investment
Securities LLC were sold for $7,500 on EBay Inc.'s auction site,
Nancy Kercheval of Bloomberg News reported.

According to the report, the tickets for April 13's game against
the San Diego Padres at the new $800 million Citi Field, each with
a face value of $525, solicited 68 bids before the April 12
auction ended at 09:56:42 New York time.  A bidding war between
two people drove the price from $4,000 in the last half hour.

Moreover, Bloomberg points out that Mr. Picard will sell tickets
for April games individually and the remainder of the season
tickets through an auction starting in mid-April.  Mr. Picard, a
lawyer with Baker & Hostetler LLP in New York who has recovered
about $1 billion for Madoff investors, asked that a hearing be
held April 14 to approve the auction.

According to a document filed before the U.S. Bankruptcy Court for
the Southern District of New York, Madoff had two season tickets
to the New York Mets -- located in the Delta Club Platinum,
Section 16, Row 2, Seats 5 and 6.  The face value of the Delta
Club Platinum tickets ranges from $295 to $695 per ticket
depending on how the games are classified by the NY Mets, and the
tickets have a total face value of $80,190.

If the Trustee were to attempt to sell these tickets, he would
only be able to convey the right to attend 81 regular season
baseball games.  After negotiations, the Mets have agreed to allow
the Trustee to exchange the Delta Club Platinum tickets for Delta
Club Gold tickets, which are just a few sections over and a few
rows behind the Platinum tickets.  The Mets have agreed to provide
the Trustee with a full refund of $19,400, representing the
difference in face price between the two locations.  The Mets have
also agreed to treat the purchaser as the acount holder, which
allows the purchaser to receive any and all rights and renewal
opportunities offered to ticket holders in the same category.

The Trustee said that while the Tickets are still for excellent
and exclusive seats, the less expensive tickets will be more
marketable, especially given the current economic environment.

                  About Bernard L. Madoff

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

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

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

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

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


BETHANY ROLLING: Section 341(a) Meeting Slated for May 11
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Bethany Rolling Hills, LLC's and its affiliates' Chapter 11
cases on May 11, 2009, at 1:00 p.m., at 411 W Fourth St., Room
1-154, in 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.

Bethany Rolling Hills, LLC, and its affiliates filed for Chapter
11 on various dates, starting on March 4, 2009 (Bankr. C. D.
Calif. Lead Case No. 09-12937).  Evan D. Smiley, Esq., at Weiland,
Golden, Smiley, et al., represents the Debtors in their
restructuring efforts.  Bethany Rolling listed assets of
$10 million to $50 million and debts of $100 million to
$500 million.


BIG 10: U.S. Trustee Sets May 13 Meeting of Creditors
-----------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in BT Tires Group Holding, LLC's and its affiliates' Chapter 11
cases on May 13, 2009, at 1:00 p.m., at J. Caleb Boggs Federal
Building, 844 King Street, 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.

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

BT Tires Group Holding, LLC, and its affiliates filed for Chapter
11 protection on April 2, 2009 (Bankr. D. Del. Lead Case No. 09-
11173).  Chad A. Fights, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  The Debtors tap NatCity Investment Inc. as
investment banker; Epiq Bankruptcy Solutions LLC as claims and
noticing agent; and Stanton Crenshaw Communications as
communications consultant.  The Debtor listed estimated assets of
$10 million to $50 million and estimated debts of $10 million to
$50 million.


BLOCK 34: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Block 34 U.S., Inc.
        2361 Rosecrans Avenue, Suite 375
        El Segundo, CA 90245

Bankruptcy Case No.: 09-11255

Chapter 11 Petition Date: April 10, 2009

Court: District of Delaware (Delaware)

Debtor's Counsel: Robert S. Brady, Esq.
                  bankfilings@ycst.com
                  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) 571-1253

Estimated Assets: $10 million to $50 million

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

The Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
WCP Real Estate                loan              $225,000
PO Box 908GT
Walker House
Mary Street
Goerge Tow, Grand Cayman
Cayman Islands
Tel: (345) 949-0100

The petition was signed by Sean Armstrong, vice president of the
Company.


BLOCKBUSTER INC: Liquidity Concerns Cue S&P's Junk Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Dallas-based Blockbuster Inc. to 'CCC' from 'B-'.
S&P removed the ratings from CreditWatch with negative
implications, where they were placed on March 4, 2009.  At the
same time, S&P lowered the issue-level ratings on both its secured
debt to 'CCC+' from 'B' and its subordinated debt to 'CC' from
'CCC'.  The outlook is negative.

"The downgrade reflects our concerns that the company may face
liquidity issues despite amending the credit facility due to
expected weaker operations and the mandatory revolver
amortizations," said Standard & Poor's credit analyst David Kuntz.
Additionally, S&P remains concerned that the company's covenant
cushion is likely to remain thin over the near term.


BROTMAN MEDICAL: Emerges from Ch. 11; Prospect Hikes Stake to 72%
-----------------------------------------------------------------
Brotman Medical Center, Inc. officially exited from Chapter 11
Bankruptcy Protection on April 14, 2009.

Prospect Medical Holdings, Inc. said it has increased its
ownership in Brotman from approximately 33% to approximately 72%.
In exchange for its increased interest, Prospect made an
additional investment of $1.8 million, and anticipates making a
further investment of $0.7 million within six months.  Four
existing shareholders of Brotman own the remaining 28%.

Brotman's emergence from bankruptcy and Prospect's majority
ownership in the facility evidence the institution's successful
reorganization and its improved standing as a financially strong,
well-run and needed hospital in the Culver City and West Los
Angeles communities.

                  $29.0 Million Funding Commitment

As part of its Plan of Reorganization, Brotman obtained a
commitment from Gemino Healthcare Finance, LLC for a three-year,
$6.0 million, senior credit facility secured by accounts
receivable at an interest rate of LIBOR plus 7% per annum.  In
addition, the Los Angeles Jewish Home for the Aging provided an
aggregate of approximately $23.0 million in financing through a
$16.0 million loan with a two-year term and a $6.25 million loan
with a three-year term.  The entire financing is secured by real
estate and personal property.  The interest rate on the $16.0
million loan is 10.0% per annum during the first year of the loan
and 7.5% thereafter.  Under the $6.25 million loan, the interest
rate is 10% per annum during the life of the loan.  The proceeds
of the JHA loans were used to repay all existing senior secured
loans at Brotman, including Debtor-In-Possession financing.
Prospect has not guaranteed any portion of the Gemino or JHA
financing.

As part of the JHA financing, Brotman has granted JHA an option to
purchase, for cancellation of $16 million of debt, certain
Brotman-owned land adjacent to the hospital, where JHA plans to
construct a senior living facility.

Founded in 1912, the JHA is one of the foremost continuing senior
living facilities in the United States and is the largest single-
source provider of senior housing in Los Angeles. In total, the
JHA annually serves more than 1,700 seniors through an
extraordinary continuum of services, including in-residence
housing on two village campuses (spanning 16 acres), with services
featuring independent-living "Neighborhood Home" accommodations,
residential care, skilled nursing care, Alzheimer's disease and
dementia care, and end-of-life care.

Sam Lee, Chairman and Chief Executive Officer of Prospect, and
Chairman of Brotman commented, "The story of Brotman's turnaround
is, we believe, a noteworthy success that can be shared by our
physicians and a variety of committed stakeholders. Prospect's new
management team, Brotman's medical, administrative and other
staff, and many others worked together to reshape and refine
Brotman's operations over the past 18 months, while putting the
facility on a path to optimize its vast potential. We instituted
many of the same principles that have substantially improved the
operations of our other businesses.  For nearly 18 months, Brotman
is now consistently operating profitably for the first time in
several years and we expect this to continue to improve. Hospital
census data, as well as many other key operating metrics, rose
steadily during the reorganization process and continue to
improve, although there is still much work to be done."

Stan Otake, Chief Executive Officer of Brotman, stated, "This is
more than a financial success story. The importance of access to
quality health care on a community's ability to grow and prosper
cannot be understated.  For more than 85 years, Brotman has served
as a vital institutional anchor to the dynamic and evolving West
Los Angeles community.  I want to thank the Governing Board of
Brotman, our physicians, nurses, administrators and staff for
their tireless efforts and dedication to the cause.  I would also
like to thank JHA and Gemino for their financial commitment and
support of our vision.  During a time when community hospitals are
rapidly disappearing, Brotman's survival and positive outlook are
sources of much pride for all of us."

Effective April 14, 2009, Prospect began consolidating Brotman
into its financial statements and expects to publish standalone
Brotman audited and unaudited financial statements and pro forma
financial information by no later than June 30, 2009.

                  About Prospect Medical Holdings

Prospect Medical Holdings Inc. (NYSE Amex: PZZ) operates five
community-based hospitals in the greater Los Angeles area and
manages the medical care of individuals enrolled in HMO plans in
Southern California, through a network of approximately 14,000
specialist and primary care physicians.

                       About Brotman Medical

Founded in 1924 and based in Culver City, California, Brotman
Medical Center Inc. -- http://www.brotmanmedicalcenter.com/-- is
a 420-bed acute care hospital that offers a wide range of
inpatient and outpatient acute care services, including a 24-hour
emergency room, rehabilitation, psychiatric care and chemical
dependency services.  Following several years of significant
operating losses, Brotman voluntarily filed for Chapter 11
Bankruptcy Protection in October 2007.  Prospect's new Hospital
Services segment, through the purchase of Alta Healthcare System,
Inc., was then engaged to help return Brotman to operational
profitability and will continue this process going forward.

The company filed for Chapter 11 protection on Oct. 25, 2007
(Bankr. C.D. Calif. Case No. 07-19705).  Courtney E. Pozmantier,
Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin, Bogdanoff &
Stern, L.L.P., serve as the Debtor's counsel.  The Debtor selected
Kurztman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 16 appointed nine creditors to serve on a
Official Committee of Unsecured Creditors in this case.  Buchalter
Nemer represents the Creditors Committee.  When the Debtor filed
for protection against its creditors, it listed assets and debts
of between $1 million and $100 million.


BRUNO'S SUPERMARKETS: Can Obtain $19 Million DIP Loan from Regions
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama has
granted Bruno's Supermarkets, LLC, after a final hearing,
authority to obtain financing and other extensions of credit from
Regions Bank, Debtor's pre-petition lender, up to an aggregate
principal amount of $19,000,000.

As of the Petition Date, Debtor was indebted to Regions in the
approximate principal amount of $10,078,000, secured by first
priority liens upon substantially all of the Debtor's real and
personal property.

Sensormatic Electronics Corporation, Varesources Inc., and CIT
Technology Financing Services, Inc. also assert ownership of or
liens upon specific items of equipment in the possession of the
Debtor.  American Bank Note Company asserts ownership of or liens
upon all U.S. Postal Service postage delivered to Debtor for sale
to the public.

Debtor is authorized to use proceeds of the DIP loans solely for
the purposes authorized under the DIP Loan Agreement, including,
without limitation, (a) to pay fees to the Clerk of the Bankruptcy
Court; (b) to pay quarterly fees of the U.S. Trustee; and (c) to
pay such expenses of professionals retained by the Debtor or the
Unsecured Creditors' Committee.

As security for the DIP loans, Regions is granted senior security
interests in all of the Debtor's unencumbered assets and junior
security interests in the Debtor's pre-petition collateral, except
avoidance claims.

All DIP loans shall constitute an allowed superpriority
administrative claim pursuant to Section 364(c)(1) of the
Bankruptcy Code.

All cash collateral shall be applied to pay the DIP loans and, to
the extent not paid, the pre-petition debt, or to cash
collateralize contingent obligations of Debtor to Regions.

As partial adequate protection to the extent of any diminution in
value of Regions' pre-petition liens or pre-petition collateral,
Regions is granted replacement liens in and to all of the Debtor's
pre-petition and post-petition assets.

The pertinent provisions of the DIP Facility are:

  Borrower:        Bruno's Supermarkets, LLC

  Facility:        Senior Revolving Credit Facility of up to
                   $19,000,000, subject to a Borrowing base

  Interest Rates:  Variable rate equal to the Base Rate plus 4%

  Fees:            $380,000 closing fee; $10,000 collateral
                   management fee payable on the Closing Date,
                   and in advance on the first day of each month
                   thereafter; and an unused line fee equal to
                   0.50% p.a. payable monthly in arrears

  Termination      On the sooner to occur of (i) May 31, 2009;
  Date:            (ii) the effective date of any acceptable plan
                   or the date of entry of a confirmation order
                   with respect to any other reorganization plan;
                   (iii) the effective date of any sale of all or
                   a substantial part of the personal property
                   collateral or real property; (iv) the date on
                   which Debtor terminates DIP Loan Agreement and
                   the Revolver Loan Commitment; (v) the date on
                   which DIP Lender terminates its Revolving Loan
                   Commitment; (vi) the date on which DIP Lender
                   is granted relief from the automatic stay; or
                   (vii) the date on which the Chapter 11 case is
                   dismissed or converted to Chapter 7

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.  Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle.  Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed for Chapter 11 relief on Feb. 5, 2009 (Bankr. N.D.
Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's lead
counsel.  Najjar Denaburg, P.C., is the Debtor's interim conflicts
counsel.  Greenberg Traurig, LLP is the Official Committee of
Unsecured Creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for protection from its
creditors, it listed assets and debts of between $100 million and
$500 million each.


BRUNO'S SUPERMARKETS: Files Amended Procedures for Sale of Assets
-----------------------------------------------------------------
Bruno's Supermarkets, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Alabama to (i) authorize it to sell all or
substantially all of its assets either as a going concern or to a
buyer who will conduct a liquidation sale of the assets; (ii)
approve the amended bidding procedures; (iii) authorize the Debtor
to offer prospective purchasers certain protections; and (iv)
approve procedures whereby a buyer can conduct a liquidation sale.

The assets to be offered for sale includes, without limitation,
all inventory, certain equipment, interests in contracts or
leases, accounts receivable, payment intangibles, and goodwill
associated with any of the assets, but excluding all Excluded
Assets.

If the amended bidding procedures are approved, Debtor will
conduct an auction on April 29.  Debtor will first offer the
assets for sale as a going concern.  If an acceptable offer is not
received for all of the assets as a going concern, Debtor will
offer the remaining assets for sale to bidders desiring to
purchase the assets and then sell the assets through a liquidation
or going-out-of business sale.

                     Proposed Bid Protections

Under the amended bidding procedures, Debtor can conduct the
auction with or without a stalking horse.  In the event the Debtor
selects a stalking horse for all or part of the assets, the
amended bidding procedures permit Debtor to pay a termination fee
of up to 2.5% of the cash purchase of the purchase price.

In the event of multiple bids on the same asset, the Debtor at its
own discretion may reduce the purchase price set forth in the
stalking horse's Asset Purchase Agreement by up to 115% of the
allocated purchase price for a particular asset, to the extent
said asset is sold to another entity and the stalking horse is
still the successful bidder with respect to the remaining assets
on which it bid as a group.

The Debtor tells the court that the bid protections are reasonable
and necessary to preserve and enhance the value of the assets to
be sold.

A copy of the Debtor's motion, including the proposed bidding
procedures, is available at:

      http://bankrupt.com/misc/Bruno's.BidProcedures.pdf

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.  Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle.  Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed for Chapter 11 relief on Feb. 5, 2009 (Bankr. N.D.
Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's lead
counsel.  Najjar Denaburg, P.C. is the Debtor's interim conflicts
counsel.  Greenberg Traurig, LLP is the Official Committee of
Unsecured Creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for protection from its
creditors, it listed assets and debts of between $100 million and
$500 million each.


BRUNO'S SUPERMARKETS: Supermarket Operator's Bid "Unacceptable"
---------------------------------------------------------------
According to Bloomberg's Bill Rochelle, a union representing
workers at Bruno's Supermarkets LLC says it reached a "tentative
understanding" with an unidentified supermarket operator about
purchasing some of the stores in the auction process now under
way.  The union says the prospective buyer would include Bruno's
workers under its existing collective bargaining agreement.

The union asked the U.S. Bankruptcy Court for the Northern
District of Alabama in an April 8 letter not to issue a ruling
after the trial completed last week on Bruno's motion to terminate
the existing union contract.

Bruno's sent a letter in response, saying that the offer is
"unacceptable" and represents only a marginal amount above
"liquidation value."  It adds that the unidentified bidder is
offering to pick up only 36 of 56 stores, leaving the remainder
without a purchaser.

Bruno's urged the judge to grant its contract-rejection motion so
a buyer wouldn't be bound by the existing agreement.  Bruno's says
no one will purchase the stores without removing the union
contract.

Bruno's isn't alone in when it comes to concern that bids may be
meager.  "I doubt there would be a bid appreciably greater than
liquidation value given Bruno's recent track record," said Craig
Boucher, a partner with CRG Partners Group LLC.  Boucher was a
financial adviser for Winn-Dixie Stores Inc., a supermarket chain
that confirmed a Chapter 11 plan in late 2006.

Bruno's filed papers this week to set up sale procedures leading
to an auction on April 29, when bids would be taken either from
liquidators or going-concern purchasers.  If the bankruptcy judge
agrees with the proposed schedule, initial bids would be due April
28.  Bruno's papers say there is as yet no offer attractive enough
to warrant a breakup fee and the designation of a so-called
stalking horse bidder.  The motion acknowledges that "at least
some of the assets will have to be liquidated."

Bruno's is already in the process of closing 11 stores.  The
Chapter 11 reorganization begun Feb. 5 is Bruno's second. It's had
four owners since 1995. The current owner is Lone Star Funds, a
Dallas-based investor.  Bruno's owes $22.5 million to trade
suppliers and other unsecured creditors plus $6.8 million to
taxing authorities.

                 About Bruno's Supermarkets, LLC

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.  Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle. Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed voluntary Chapter 11 petitions on Feb. 5, 2009.
Bruno's has retained Alvarez & Marsal, a restructuring and
corporate advisory firm, to assist the company throughout the
restructuring process.  Burr & Forman LLP is the Debtor's lead
counsel.  Najjar Denaburg, P.C.  is its conflicts counsel.


BRUNO'S SUPERMARKETS: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Bruno's Supermarkets, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Alabama, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,775,000
  B. Personal Property           $59,319,353
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,080,486
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $9,259,443
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $25,537,327
                                   ----------     -----------
TOTAL                             $73,094,353     $44,877,257

A copy of the Debtor's schedule of assets and liabilities is
available at http://bankrupt.com/misc/Bruno's.Schedules.pdf

Bruno's Supermarkets, LLC, is a privately held company
headquartered in Birmingham, Alabama.  Bruno's is the parent
company of the Bruno's, Food World, and FoodMax grocery store
chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax
locations in Alabama and the Florida panhandle.  Founded in
1933, Bruno's has operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.

Bruno's filed for Chapter 11 relief on Feb. 5, 2009 (Bankr. N.D.
Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's lead
counsel.  Najjar Denaburg, P.C., is the Debtor's interim conflicts
counsel.  Greenberg Traurig, LLP, is the Official Committee of
Unsecured Creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for protection from its
creditors, it listed assets and debts of between $100 million and
$500 million each.


BRYAN SHOOLERY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bryan J. Shoolery
        Chondra J. Shoolery
        534 Sheridan Rd.
        Arroyo Grande, CA 93420

Bankruptcy Case No.: 09-11124

Chapter 11 Petition Date: April 1, 2009

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

Judge: Robin Riblet

Company Description:

Debtor's Counsel: Debra C. Young, Esq.
                  4535 Oak Glen Drive East
                  Santa Barbara, CA 93110
                  Tel: (805) 403-2213

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/cacb09-11124.pdf


BROOKLYN NAVY: Fitch Affirms 'BB' Rating on Senior Secured Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating of Brooklyn Navy Yard
Cogeneration Partners' senior secured bonds, consisting of $63
million of taxable debt issued by BNY and $307 million of tax-
exempt debt issued by the New York City Industrial Development
Agency on behalf of BNY.  The rating reflects BNY's long-term
financial performance, which is subject to natural gas price
volatility.  While positive developments include a sustained
improvement in operations and the elimination of certain tax
obligations, BNY's long-term cost profile and liabilities arising
from unresolved tax disputes could affect long-term credit
quality.  The Rating Outlook remains Evolving.

BNY's debt service coverage ratio fell to 0.96 times (x) for the
12 months ended Sept. 30, 2008.  BNY paid the natural gas sales-
and-use tax under protest while incurring additional expenses to
perform a major overhaul of the combustion turbines.  The project
also experienced an increase in operating and maintenance
expenses, though it is unclear whether these additional expenses
represent a permanent shift in BNY's cost profile.  BNY appears to
have conclusively resolved prior technical issues, allowing BNY to
achieve greater than 95% availability in 2006 and 2007.  Excluding
the effect of scheduled outages, Fitch has no reason to believe
availability in 2008 was inconsistent with recent operating
results.  Accordingly, Fitch expects long-term availability to
exceed historically poor performance.  Furthermore, Fitch's rating
no longer incorporates the assumption that BNY will incur the
sales-and-use tax as an ongoing expense.  State legislation
enacted in 2008 effectively passes through BNY's natural gas
sales-and-use tax obligation to Consolidated Edison (ConEd; rated
'BBB+' with a Stable Outlook by Fitch).

BNY anticipates its DSCR will fall slightly below 1.00x in 2009
due to a combination of higher debt service and costs associated
with a scheduled major overhaul of the steam turbine.  With strong
operational performance and the elimination of the sales-and-use
tax on natural gas, Fitch expects BNY's long-term financial
performance to improve after 2009.  DSCRs should also benefit from
a moderation in scheduled debt service over the next few years.
However, the expected recovery in cash flows could be impeded if
the recent increases in O&M expenses persist.  BNY is also exposed
to a combined total of approximately $40 million of potential
liability for unpaid taxes, subject to two separate tax disputes.
It is uncertain whether BNY will prevail in either dispute, and
the ultimate cash flow impact cannot be assessed at this time.

BNY's credit quality could improve if the tax disputes are
favorably resolved and if recent increases in O&M costs prove only
temporary.  Conversely, a sustained increase in O&M or an
unfavorable tax judgment could impair, respectively, long-term
credit quality or pressure short-term liquidity.  Thus, the Rating
Outlook is Evolving.  Previously, the Evolving Outlook considered
the potential for ongoing payment of the sales-and-use tax and a
continuation of the positive trend in operating performance.

BNY owns a nominal 286-megawatt cogeneration facility that
delivers its output primarily to ConEd under a long-term energy
services agreement.  Under the ESA, ConEd purchases essentially
the entire output of the facility in the form of electricity and
steam. Electrical deliveries are proportionately greater in the
summer and steam deliveries are proportionately greater in the
winter.  BNY's senior debt obligations are payable in April and
October.


CANWEST GLOBAL: Noteholders Extend Payment Deadline; Talks Go On
----------------------------------------------------------------
Canwest Global Communications Corp. said its subsidiary, Canwest
Media Inc. has entered into an extension agreement with the
members of an ad hoc committee of 8% noteholders who hold
approximately 70% of the outstanding notes.

Canwest Media 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 unpaid
interest payment and associated default interest.  Under the terms
of the extension agreement, the noteholders have agreed not to
demand payment of their notes for a period ending on April 21,
2009, to coincide with the expiry date of CMI's waiver agreement
with its senior lenders.

CMI continues discussions with its senior lenders and noteholders
to develop a framework for a potential recapitalization
transaction and to secure the necessary extensions to allow the
recapitalization process to proceed.

Canwest Global also announced that Canwest Limited Partnership has
initiated discussions with its senior lenders with respect to an
amendment of the financial covenants under its senior credit
facility to enable Canwest Limited Partnership to maintain
compliance with these financial covenants through the remainder of
fiscal 2009.

                     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 January 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 January 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.


CANWEST MEDIA: Moody's Cuts Probability of Default Rating to 'Ca'
-----------------------------------------------------------------
Moody's Investors Service downgraded Canwest Media Inc.'s
probability of default rating and corporate family rating to Ca
from Caa3 as it appears inevitable that the company will not pay
approximately $30.4 million of interest prior to the expiration of
the applicable 30 day cure period.  The payment was due on March
15th.  Bill Wolfe, Vice President and Senior Credit Officer noted
that "Even should a forbearance agreement be agreed-to, per
standard practice, Moody's will view the payment missed at the end
of the original cure period as constituting a default."

To date, as per standard practice, Moody's has treated Canwest,
Canwest LP and CW Media as comprising a single corporate family.
However, while it appears likely that the corporate family will be
financially and legally restructured, the manner in which events
have transpired suggests that creditor prospects may not be
entirely linked.  In particular, the pending default and related
activities at Canwest may not have direct ratings' implications at
Canwest Limited Partnership and CW Media Holdings Inc.  Should
this be the case, it can be concluded that the PDR's are not 100%
correlated, and, in turn, the expected loss (i.e. the Moody's
ratings) may have to be de-linked. Consequently, ratings of
Canwest LP and CW Media have been placed on review.  To initiate
the review and the parallel process of determining whether the
applicable ratings should be permanently de-linked from those of
Canwest, each company was assigned a CFR and PDR.  Both ratings
for both companies were assigned as Caa2, rating levels that are
implied by the existing ratings of their outstanding debt
instruments.  Instrument ratings for both companies' debts are
unchanged at this juncture, however, with each debt now calibrated
against a unique waterfall of liabilities, loss given default
point estimates have been revised accordingly.

The end of the cure period at Canwest will allow the matter of a
single versus multiple CFR's to be assessed.  Wolfe noted that
"Should, for example, Canwest default or voluntarily file for
creditor protection while Canwest LP and CW Media continue to
operate without interruption, then it will be clear that separate
(although related) ratings will be required.  Alternatively, again
for example purposes, should two or more of the companies be
involved in the same creditor protection filing, their ratings
will remain linked."

As it appears unlikely that CW Media could be involved in such a
circumstance and as CW Media's intrinsic credit quality is likely
superior to the starting point of its Caa2 CFR and PDR, its
ratings have been placed on review for possible upgrade.  While
not likely, since Canwest LP is a wholly-owned subsidiary, there
is nonetheless the potential of it being included in voluntary
restructuring actions initiated by Canwest, and its rating could
therefore be downgraded.  The company is also facing deteriorating
cushions relative to financial covenant compliance thresholds that
could also adversely impact its ratings.  Consequently, while
Canwest LP's intrinsic credit quality may be superior to the
initial Caa2 CFR, the direction of the outcome of the ratings
review is uncertain.

In addition to the matter of assessing whether unique CFR's are
appropriate, Moody's will conduct a comprehensive reassessment of
each company's prospects and liquidity in order to determine the
applicable ratings' level.  With common ownership, management, and
various inter-company contractual relationships, the three
companies' PDR's are likely to have some positive correlation,
suggesting that the difference between CFR's at any of the
companies will potentially be capped.  In turn, there may be an
implicit cap on the difference among instrument ratings within the
group of companies.  Moody's expects to conclude the ratings
review within 30 to 45 days of the expiry of the ongoing interest
payment cure period.  At the conclusion of the review, individual
speculative grade liquidity ratings will also be assigned.

Rating, outlook and loss given default assessment actions:

Issuer: Canwest Media Inc.:

Outlook: Unchanged as Negative

  -- Corporate Family Rating: Downgraded to Ca from Caa3

  -- Probability of Default Rating: Downgraded to Ca from Caa3

  -- Speculative Grade Liquidity Rating: Unchanged as SGL-4

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at Ca
     with the Loss Given Default Assessment revised to (LGD4, 62%)
     from (LGD6, 91%)

Issuer: Canwest Limited Partnership:

Outlook assigned as: On Review, Direction Uncertain

  -- Corporate Family Rating: Assigned as Caa2

  -- Probability of Default Rating: Assigned as Caa2

  -- Senior Secured Bank Credit Facility, Unchanged at B3 with the
     Loss Given Default Assessment revised to (LGD3, 30%) from
     (LGD2, 18%)

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at Ca
     with the Loss Given Default Assessment revised to (LGD5, 88%)
     from (LGD4, 67%)

Issuer: CW Media Holdings Inc.:

Outlook assigned as: On Review for Possible Upgrade

  -- Corporate Family Rating: Assigned as Caa2

  -- Probability of Default Rating: Assigned as Caa2

  -- Senior Secured Bank Credit Facility, Unchanged at B3 with the
     Loss Given Default Assessment revised to (LGD2, 25%) from
     (LGD2, 18%)

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at Ca
     with the Loss Given Default Assessment revised to (LGD5, 88%)
     from (LGD4, 67%)

Moody's most recent rating action concerning Canwest was taken on
February 23, 2009 at which time the company's CFR and PDR were
downgraded to Caa3.

Canwest's ratings were assigned by evaluating factors Moody's
believes 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 Canwest's core industries and Canwest's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

Canwest Media Inc. is wholly-owned by Winnipeg, Manitoba, Canada-
based Canwest Global Communications Corp., a publicly traded
international media company with interests in broadcast
television, newspaper publication (held through Canwest Limited
Partnership), radio, specialty television channels (held through
CW Media Holdings, Inc., a joint venture), out-of-home advertising
and interactive operations in Canada, Australia, Malaysia,
Singapore, Indonesia, Turkey, the United Kingdom and the United
States.  Substantially all of the publicly traded parent company's
operations are held though Canwest.


CAPMARK FINANCIAL: Maturity Extension Won't Affect S&P's B+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on Capmark
Financial Group Inc. (B+/Watch Neg/--) is unaffected by the firm's
announcement that it has extended the maturity of its bridge loan
by 11 days.  The additional extension increases S&P's concerns
regarding Capmark's ability to negotiate a longer-term extension
of its bridge loan and modifications to the terms of both the
bridge loan and the firm's senior credit facility.  Capmark
announced on March 24 that it had agreed with certain lenders to
extend the maturity of the bridge loan to April 9, 2009.  On that
date, it extended the maturity to April 20, 2009.  This is also
the deadline, in its lending agreements, for filing its 2008
financial statements.

If the firm cannot amend its bridge loan and credit agreements
before filing its annual financial statements, additional write-
downs will cause its leverage ratio to exceed levels permitted
under certain loan agreements.  S&P will monitor management's
negotiation of new terms and time frames for its outstanding debt.


CERTIFICHECKS: Files for Chapter 7 Bankruptcy Protection
--------------------------------------------------------
Ben Sutherly at Dayton Daily News reports that CertifiChecks,
Inc., has filed for Chapter 7 bankruptcy protection.

As reported by the Troubled Company Reporter on March 3, 2009,
CertifiChecks, Inc., ceased operations and said that it would file
for Chapter 7 bankruptcy in the U.S. Bankruptcy Court for the
Southern District of Ohio.  CertifiChecks' collapse is due to an
extremely difficult economic environment.  CertifiChecks stopped
administering gift certificate programs.  The Company also stopped
its gift certificate sales.

Dayton Daily relates that the Ohio Attorney General's Office filed
a lawsuit against CertifiChecks in Montgomery County Common Pleas
Court in March, claiming that the Company failed to honor its gift
certificates and misled consumers.  A spokesperson for the state
Attorney General's Office said that as of April 14, the Attorney
General had received 238 complaints from those who lost money to
CertifiChecks, Dayton Daily states.

According to Dayton Daily, CertifiChecks had gross revenue of
$19.2 million in 2007 and $17.7 million in 2008.  The Company,
says Dayton Daily, listed $1.02 million in personal property
assets and $460,151 in liabilities.

CertifiChecks, Inc. -- http://www.certifichecks.com/-- is
headquartered in Dayton, Ohio serving consumers and merchants
nationwide.  Its gift certificate offers business merchants
redemption, similar to a bank check.  CertifiChecks has developed
a customizable gift certificate that processes like a check
through the national Federal Reserve banking system.  Each gift
certificate is customer personalized and merchant branded.


CHARTER COMMUNICATIONS: Kirkland Engagement to Be Heard Today
-------------------------------------------------------------
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
informed the U.S. Bankruptcy Court for the Southern District of
New York that his firm represents, and formerly has represented,
certain affiliates, subsidiaries, and entities associated with the
parent companies of so-called Crossover Committee Members and Plan
Support Agreement Signatories in Charter Communications Inc.'s
bankruptcy cases:

  * Apollo Management Holdings, L.P.;
  * Contrarian Capital Management LLC;
  * Fidelity Management & Research Company;
  * General Motors Corporation;
  * Illinois Municipal Retirement Fund;
  * Manulife Financial Corp.;
  * Oaktree Capital Management, L.P.;
  * Wells Fargo & Company; and
  * Western Asset Management Company.

The only listed entity that represents more than 1% of the firm's
fee receipts for the 12-month period ending March 31, 2009, is
General Motors at 2.63%, Mr. Cieri said.  He assured the Court
that all prior and current Kirkland & Ellis' representations of
the entities have been in matters unrelated to the Debtors or
their Chapter 11 cases.

Mr. Cieri filed a supplement his original declaration supporting
the Debtors' application to employ his firm as bankruptcy counsel,
disclosing results of the firm's latest conflicts searches with
respect to certain vendors, certain crossover committee members
with whom the Debtors have negotiated plan support agreements, and
signatories to the Plan Support Agreements.

Crossover Committee Members include certain holders of CCH I, LLC,
notes and CCH II, LLC.

The Court will convene a hearing beginning at 9:45 a.m. on
April 15, in Manhattan, to consider the Kirkland engagement.

In their request, Gregory L. Doody, the Debtors' chief
restructuring officer and senior counsel, said Kirkland will:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: Gets Court OK to Hire KCC as Claims Agent
-----------------------------------------------------------------
Charter Communications Inc. and its affiliates won authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Kurtzman Carson Consultants LLC, as their notice and claims
agent.

The thousands of creditors, equity security holders and other
parties-in-interest involved in the Debtors' Chapter 11 cases may
impose heavy administrative and other burdens on the Court and the
Office of the Clerk of the Court.  KCC has already developed an
efficient and cost-effective methods in its area of expertise,
according to Gregory L. Doody, the Debtors' chief restructuring
officer and senior counsel.

KCC is fully equipped to handle the volume of mailing involved in
properly sending the required notices to and processing the claims
of creditors and other interested parties in these Chapter 11
cases, he says.  KCC has substantial experience "in matters of
this size and complexity," and has acted as the official notice,
claims, solicitation, and balloting agent in many large bankruptcy
cases, including In re Wellman, Inc., In re Bally Total Fitness of
Greater New York, Inc., and In re Calpine Corp., Mr. Doody says.

As notice and claims agent, KCC will:

  (a) Notify all potential creditors of the filing of the
      bankruptcy petitions and of the setting of the first
      meeting of creditors, pursuant to Section 341(a) of the
      Bankruptcy Code;

  (b) Prepare and serve required notices in the Chapter 11
      cases;

  (c) Maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed
      to them;

  (d) Provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the
      Chapter 11 cases without charge during regular business
      hours, if necessary;

  (e) Docket all claims received by the Clerk's Office, maintain
      the official claim registers for each Debtor on behalf of
      the Clerk's Office, and provide the Clerk's Office with
      certified duplicate, unofficial Claims Register on a
      monthly basis, unless otherwise directed;

  (f) Record all transfers of claims, pursuant to Bankruptcy
      Rule 3001(e) and provide any notices of transfers required
      by Bankruptcy Rule 3001(e); and

  (g) Assist with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of confirmation of plans of reorganization.

The firm will be paid based on its hourly rates:

    Clerical                             $45 -  $65
    Project specialist                   $80 - $140
    Consultant                          $165 - $245
    Senior consultant                   $255 - $275
    Senior managing consultant          $295 - $325
    Technology/programming consultant   $145 - $195
    Weekend, holidays, and overtime        waived

Before the Petition Date, the Debtors paid KCC a retainer of
$150,000.  Invoices will be drawn down from this "evergreen
retainer" and payments will then be deposited into the retainer to
return the retainer to its original $150,000, Mr. Doody tells the
Court.

The Debtors will remit to KCC only the undisputed portion of the
invoice and, if applicable, will pay the remainder to the firm
upon resolution of the disputed portion, as mandated by the Court.
KCC may also require prepayment from the Debtors under certain
circumstances, as provided in the KCC Agreement.  As part of the
overall compensation payable to KCC under the terms of the
agreement between the parties, the Debtors have agreed to certain
indemnification obligations, Mr. Doody says.

The Debtors also ask that the undisputed fees and expenses KCC
incurs in the performance of the services be treated as an
administrative expense of the Debtors' Chapter 11 estates and be
paid by the Debtors in the ordinary course of business without
further application to the Court.

Michael J. Frishberg, director of restructuring services of KCC,
informs the Court that the firm may have rendered and may continue
to render services to certain of the Debtors' creditors.  However,
KCC has not and will not represent the separate interests of any
creditor in the Debtors' Chapter 11 cases, he says.

KCC neither holds nor represents any interest adverse to the
Debtors' estates in connection with any matter on which the firm
would be employed.  KCC is a disinterested person within the
meaning of Section 101(14) of the Bankruptcy Code, Mr. Frishberg
attests.

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: Microsoft's Allen to Sell 28-Mil. Shares
----------------------------------------------------------------
Billionaire Paul G. Allen, Charter Communications, Inc.'s chairman
and the co-founder of Microsoft Corp., has notified the U.S.
Bankruptcy Court for the Southern District of New York and
parties-in-interest that he intends to sell, trade or otherwise
transfer 28,467,421 from his 406,236,644 shares of Charter common
stock.

A list of Mr. Allen's acquisition of shares of Charter common
stock is available without additional charges at:

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

If his proposal is permitted, Mr. Allen, who controls CCI through
his ownership of Class A common stock and Class B common stock and
who has a voting control interest of 91.09% as of Dec. 31, 2008,
will have beneficial ownership of 377,769,223 shares of Charter
common stock after the transfer becomes effective.

Consequently, Mr. Allen filed an amended Form 13D with the
Securities and Exchange Commission to reflect the decrease in his
number of shares after the proposed transaction.  W. Lance Conn,
Charter Investment, Inc.'s vice president, told the SEC that if
Mr. Allen is permitted to proceed with the proposed transaction,
Mr. Allen intends to dispose of the shares in one or more private
transactions or pursuant to Rule 144 of the Securities Act of
1933.

Pursuant to the Debtors' proposed procedures for notification and
hearing for transfers of common stock, the Debtors have 15
calendar days after receipt of Mr. Allen's declaration to object
to the proposed transaction.

If the Debtors file an objection, the transaction will not be
effective unless and until the end of the 10th day after the Court
enters an order overruling the objection.  If the Debtors do not
object, then after expiration of the 15-day period, the proposed
transaction may proceed as declared.

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: Seeks Dismissal of JPMorgan Lawsuit
-----------------------------------------------------------
Charter Communications Inc. and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
the complaint filed by JPMorgan Chase Bank, N.A.

Bloomberg News says Bankruptcy Judge James Peck would hear
arguments on April 29, 2009, regarding the Debtors' dismissal
request.

As reported by the Troubled Company Reporter, JPMorgan, on behalf
of itself and as administrative agent for certain prepetition
first-lien secured prepetition lenders, filed a complaint against
Charter Communications Operating, LLC, and CCO Holdings, LLC,
seeking declaratory judgment that there have been events of
default under the parties' Amended and Restated Credit Agreement,
dated as of March 18, 1999.

Because the plan of reorganization proposed in CCO and CCO
Holding's bankruptcy cases purports to leave the Prepetition
Lenders' legal, contractual and equitable rights under Prepetition
Credit Agreement unimpaired under Section 1124 of the Bankruptcy
Code, the disputes between JPMorgan and the Defendants over the
Events of Default are ripe for adjudication, relates Bruce D.
Angiolillo, Esq., at Simpson Thacher & Bartlett LLP, in New York,
on JPMorgan's behalf.

Beginning March 18, 1999, CCO borrowed a total of over
$8.2 billion from the Prepetition Lenders under the Prepetition
Credit Agreement.  CCO Holdings guaranteed CCO's obligations under
the Prepetition Credit Agreement, and undertook various other
obligations under that agreement.

While CCO is the Borrower under the Prepetition Credit Agreement,
CCO's business is fundamentally affected by the financial
condition of its several affiliates, Mr. Angiolillo asserts.
Because of the close interrelationship between CCO and its
affiliates, JPMorgan specifically negotiated for, and the
Defendants agreed to, the inclusion of defaults and Events of
Default in the Prepetition Credit Agreement based upon the
financial condition of certain affiliates, defined as "Designated
Holding Companies" in the Prepetition Credit Agreement.

The parties agreed that a Default and an Event of Default under
the Prepetition Credit Agreement would occur if any of the
Designated Holding Companies will "be unable to . . . pay its
debts as they become due."  Relatedly, the parties agreed to
restrict the Defendants' right to upstream amounts to Designated
Holding Companies through dividends, distributions and repayment
of intercompany indebtedness.

From October 2 through November 5, 2008, CCO borrowed additional
funds totaling $750 million from the Prepetition Lenders in four
separate borrowing requests.  On each borrowing date, CCO obtained
additional credit based on its representations to the Prepetition
Lenders, among other things, that no Default or Event of Default
will have occurred, and based on similar representations by CCO
Holdings under the Prepetition Credit Agreement.

However, the representations were false at the time they were
made, Mr. Angiolillo tells the Court.  He asserts that at the time
of borrowings, two Designated Holding Companies, namely, Charter
Communications Holdings, LLC, and CCH I Holdings, LLC, were unable
to pay their debts as they would become due.  Accordingly, there
were Defaults and Events of Default under the Prepetition Credit
Agreement.

                       Charter Explains Side

Under the terms of its prearranged plan of reorganization, Charter
Communications, Inc., seeks to reinstate approximately
$11.8 billion in senior debt instruments, including a credit
agreement to which JPMorgan, serves as administrative agent, the
Debtors' proposed counsel, Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York, relates.  He asserts that because the Plan
is contingent on reinstatement, Charter's ability to reinstate its
senior debt instruments under Section 1124 of the Bankruptcy Code
will be a critically important aspect of the confirmation hearing
scheduled for late July.

"Instead of complying with the ordinary bankruptcy rules and
procedures for objecting to a proposed plan, JPMorgan has launched
a preemptive strike in the form of a three count adversary
complaint," Mr. Cieri tells the Court.  "The entire purpose of
this complaint is to obtain declaratory relief that might block
reinstatement and derail confirmation," he contends.

Mr. Cieri notes that the "gravamen of the complaint," or the
allegations on which all JPMorgan's claims rise or fall, is that
two designated holding companies, Charter Communications Holdings,
LLC, and CCHI Holdings, LLC, supposedly violated Section 8(g)(v)
of the Amended and Restated Credit Agreement, dated as of
March 18, 1999, which requires that the Designated Holding
Companies "shall be able . . . to pay their debts as they become
due."

Because JPMorgan refuses to consent to the entry of final orders
or judgment by the Court, the Debtors seek a determination that
the adversary complaint falls within the Court's core
jurisdiction, and is a core proceeding because it will have a
significant impact on the administration of the Debtors'
bankruptcy estates and on Plan confirmation.  The Debtors also
seek dismissal of the complaint because all of the issues raised
in the complaint will be fully and fairly addressed at the Plan
confirmation.

JPMorgan should not be permitted to circumvent the ordinary rules
and procedures for objecting to confirmation by filing an
unnecessary and improper adversary proceeding, Mr. Cieri contends.
He argues that the complaint fails to state a claim on which
relief can be granted, and is defective on its face because
JPMorgan has not alleged a violation of the Credit Agreement.

There is no dispute, as the complaint's allegations confirm, that
the Designated Holding Companies have paid their debts as they
have become due, Mr. Cieri asserts.  He points out that JPMorgan
instead seeks to bind the Designated Holding Companies to an
obligation that is not imposed under the Credit Agreement -- to
have sufficient funds available at all times to pay their debts
"as they would become due" at some unspecified future point.
Because that allegation is not consistent with the Credit
Agreement and because JPMorgan's alleged interpretation is
untenable, the Debtors maintain that the Court should dismiss the
complaint with prejudice.

                    Court Sets Schedule

The Court has set a schedule for discovery in the adversary
proceeding:

  Activity                              Proposed Date
  --------                              -------------
  Formal fact discovery commenced         03/27/2009

  Completion of document productions      04/09/2009
  - JPMorgan's 1st set of requests

  Completion of document productions      04/16/2009
  - JPMorgan's 2nd set of requests

  Completion of privilege logs            04/16/2009
  - Debtors, Gibson Dunn, & et al.

  Completion of document productions      04/20/2009
  - Noteholders and Vulcan Inc.

  Completion of privilege logs            04/22/2009
  - Noteholders and Vulcan Inc.

  Fact depositions commence               04/30/2009

  Opening expert reports due              06/19/2009

  Fact discovery completed                06/30/2009

  Rebuttal expert reports due             07/03/2009

  Expert depositions commence             07/10/2009

  Pre-hearing opening briefs &            07/14/2009
  Motions in limine due

  Pre-hearing response briefs &           07/21/2009
  Responses to Motions in limine due

  Trial begins                            07/23/2009

                   About Charter Communications

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

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

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

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

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


CHARTER COMMUNICATIONS: Taps Duff & Phelps as Valuation Consultant
------------------------------------------------------------------
Charter Communications Inc. and its affiliates seek to employ Duff
& Phelps, LLC, as their valuation consultant, nunc pro tunc to
March 27, 2009.

Duff & Phelps has a substantial presence in the communications,
entertainment, and media industries, generally providing valuation
services for financial reporting and tax purposes for some of the
most prominent companies in those industries, including News
Corp., Discovery Communications, Inc., AT&T Inc., and Verizon
Communications, Inc., Gregory L. Doody, the Debtors' restructuring
officer and senior counsel, says.

Duff & Phelps has also performed appraisals in connection with
fresh start accounting in other Chapter 11 cases, including Tower
Automotive, NTL, Inc., Exide Technologies, Federal-Mogul, and
Kmart Corp., Mr. Doody relates.

In anticipation of their ultimate emergence from bankruptcy, the
Debtors seek Duff & Phelps services to provide a "Reorganization
Value" for financial reporting purposes in accordance with
Statement of Position 90-7, Statement of Financial Accounting
Standards No. 141, and Statement of Financial Accounting Standards
No. 157.

According to Mr. Doody, the firm will:

  (a) identify intangible assets to be recognized apart from
      goodwill pursuant to SFAS 141R;

  (b) estimate the Fair Value and Remaining Useful Life of
      certain tangible assets, intangible assets, and other
      assets and liabilities; and specifically for intangible
      assets, estimating RULs in accordance of Financial
      Accounting Standards No. 142; and

  (c) identify those assets and liabilities arising from
      contingencies to be recognized pursuant to SFAS 141R.

The services to be performed by Duff & Phelps will neither
duplicate nor overlap with the services being performed by the
Debtors' other retained consultants or advisors, and the Debtors
will use its reasonable efforts to ensure that there is no
duplication of the services that the firm is being retained to
perform, Mr. Doody says.

The firm will be paid based on its current hourly rates:

    Managing director                          $560
    Director                                   $500
    Manager                                    $405
    Senior associate                           $300
    Associate                                  $225
    Analyst                                    $120

The Debtors will reimburse Duff & Phelps for any direct expenses
incurred.

John E. Kane, a managing director at Duff & Phelps, discloses that
the firm has in the past represented, currently represents, and
likely in the future will represent parties-in-interest in matters
unrelated to the Debtors' Chapter 11 cases.

Duff & Phelps has in the past, and may in the future, be
represented by several attorneys and law firms in the legal
community, some of whom may be involved in the Debtors' Chap. 11
proceedings.  The firm has also in the past and will likely in the
future be working with or against other professionals involved in
the Debtors' Chapter 11 cases in matters unrelated to these cases,
Mr. Kane adds.

However, Duff & Phelps will continue to provide professional
services to entities or persons that may be creditors or equity
security holders of the Debtors, or other potential parties-in-
interest, provided that these services do not relate to or have
any direct connection with the cases of the Debtors, Mr. Kane
says.

Duff & Phelps is a disinterested person as that term is defined in
Section 101(14) of the Bankruptcy Code, Mr. Kane asserts.

                   About Charter Communications

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

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

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

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

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


CHESAPEAKE CORP: Seeks July 27 Extension of Plan Filing Period
--------------------------------------------------------------
Chesapeake Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia in Richmond
to extend its exclusive period to propose a plan of reorganization
to July 27, 2009, and its exclusive period to solicit acceptances
of that plan to September 25, 2009.

The Debtors said the extension is needed to allow them more time
to close their asset sale, Bankruptcy Data notes.

Absent an extension, the Debtors' exclusive plan filing period
expires April 28, and their exclusive solicitation period expires
June 27.

As reported by the Troubled Company Reporter on March 24, 2009,
the Court approved the sale of the Debtors' operating businesses
to a group of investors, including affiliates of Irving Place
Capital Management, L.P. and Oaktree Capital Management, L.P.

The company expects the transaction to close by mid-April 2009.

The company's financial advisor is Goldman Sachs & Co., its
restructuring advisor is Alvarez & Marsal, and its legal advisor
in the U.S. is Hunton & Williams LLP.

The TCR said on March 18, 2009, that Chesapeake received no other
qualifying bids.

The TCR said on March 4, 2009, that the Debtors' unsecured
creditors want an investigation on the sale, saying they had
reservations as to whether the sale negotiations were conducted in
good faith.  The official committee of unsecured creditors said
Chesapeake's requests for court approval of its bankruptcy
financing and sale procedures may have been commenced for the
benefit of Chesapeake, the lead group bidding on its assets, and
Wachovia, at the expense of the unsecured creditors.  The
committee said it wanted to make sure Chesapeake hadn't been
improperly "coaxed" into selling all of its assets.

Headquartered in Richmond, Virginia, Chesapeake Corporation (NYSE:
CSK) -- http://www.cskcorp.com-- supplies specialty paperboard
packaging products in Europe and an international supplier of
plastic packaging products to niche end-use markets.  The Debtors
have 44 locations in Europe, North America, Africa and Asia and
employs approximately 5,400 people worldwide.  The company
directly owns 100% of each of the other Debtors.

The company owns, directly or indirectly, 100% of each of the non-
debtor subsidiaries except: (i) Chesapeake Plastics Kft, a
Hungarian joint venture which is 49% owned by Chemark Kft; and
(ii) Rotam Boxmore Packaging Co. Ltd., a   British Virgin Islands
company which is 50% owned by Canada Rotam International Co. Ltd.
The company's certificate of authorization authorizes the issuance
of 60,000,000 shares of common stock.  About 20,559,115 shares of
common stock are issued and outstanding with par value of $1.00
per share as of Dec. 26, 2008.  Moreover, the company's
certificate allows the issuance of 500,000 shares of preferred
stock, and no shares are outstanding.

As of Dec. 31, 2007, Dimensional Fund Advisors LLP owns 7.98% of
the company; T. Rowe Price Associates Inc., 8.4%; and Wells Fargo
& Company, 14.71%.  Edelmann GmbH & Co. KG and Joachim W. Dziallas
owns 13.5% of the company as of Sept. 19, 2008.

New York Stock Exchange suspended the listing of the company's
common stock effective Oct. 8, 2008, due to its inability to meet
the global market capitalization requirements for continued
listing on the exchange.  Subsequently, the company's stock began
to be quoted on the over-the-counter bulletin board under the
trading symbol "CSKE.PK."

Chesapeake Corporation, and 18 affiliates filed Chapter 11
petitions (Bankr. E.D. Virginia, Lead Case No. 08-336642) on
Dec. 29, 2008.  Chesapeake has tapped Alvarez and Marsal North
America LLC, and Goldman Sachs & Co. as financial advisors.
It also brought along Tavenner & Beran PLC as conflicts counsel
and Hammonds LLP as special counsel.  Its claims agent is Kurtzman
Carson Consultants LLC.  The United States Trustee for Region 4
appointed seven creditors to serve on an Official Committee of
Unsecured Creditors for the Debtors' Chapter 11 cases.

As of September 30, 2008, Chesapeake's consolidated balance sheets
showed $936.4 million in total assets, including
$340.7 million in current assets; and $937.1 million in total
liabilities, including $469.2 million in current liabilities,
resulting in $500,000 in stockholders' deficit.


CHRYSLER FINANCIAL: Raises Lending Rates to Vehicle Buyers
----------------------------------------------------------
Chrysler LLC dealers said that Chrysler Financial has raised some
of its lending rates to vehicle buyers on Tuesday at an average of
more than a full percentage point, Alex P. Kellogg at The Wall
Street Journal reports.

According to WSJ, dealers might have to seek financing for some of
their clients elsewhere.  Citing a person familiar with the
matter, WSJ states that Chrysler Financial could run out of the
$1.5 billion in government funds it received in January to
increase car sales in a matter of days.

Clients, even those with top credit scores, will likely pay higher
loan rates, WSJ says.  WSJ quoted a dealer as saying, "Short term,
it's probably going to mean the banks and credit unions are going
to be more competitive than Chrysler Financial."

WSJ relates that Chrysler Financial tightened its lending
practices in 2008, often taking only the safest customers, and
dealers were left looking for financing elsewhere for more
marginal clients.  Chrysler Financial said in March that it has
asked for more assistance under the government's Troubled Asset
Relief Program, WSJ states.

According to WSJ, those who take advantage of Chrysler's Employee
Pricing Plus Plus campaign won't be affected since that program is
financed by Chrysler, and not by Chrysler Finance.  The report
says that the program has helped boost Chrysler's sales in recent
months by offering steep discounts and 0% financing to some
client.  The report states that the deal would end on April 30.

                   About Chrysler Financial

Chrysler Financial -- http://corp.chryslerfinancial.com-- offers
automotive financial products and services to both dealers and
consumers of Chrysler, Jeep(R) and Dodge vehicles in the U.S.,
Canada, Mexico and Venezuela.  In addition it offers vehicle
wholesale and retail financing to more than 3,600 Chrysler, Jeep
and Dodge dealers.  Currently, nearly three million drivers in the
United States enjoy the benefits of financing with Chrysler
Financial.  Chrysler Financial has an employee base of 4,000 and
supports a global portfolio of $60 billion.

                        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.

                        *     *     *

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: Boston Consulting to Advise on Alliance's Viability
-----------------------------------------------------------------
According to government Web site http://www.fbo.gov/,the U.S.
Treasury Department has awarded a $7,000,000 contract to The
Boston Consulting Group effective April 3.

The Department of the Treasury said it requires immediate
management consulting services to (a) assist in Treasury's
continued assessment of the automotive sector generally; (b)
assist in Treasury's work with General Motors Corporation and GM
advisors to develop a comprehensive restructuring and business
plan acceptable to the Government and thoroughly evaluate that
plan; and (c) advise Treasury with respect to the results of its
comprehensive diligence exercise evaluating the viability of the
announced alliance between Fiat and Chrysler, LLC.

Prior notices posted in the Web site showed that the U.S. Treasury
Department has awarded, effective March 30, contracts to three law
firms to advise on auto industry restructurings and on how to
provide debtor-in-possession financing for troubled manufacturers
and suppliers:

                                           Award's
    Contractor                          Ceiling Value
    ----------                          -------------
    Cadwalader Wickersham & Taft LLP      $8,590,000
    Sonnenschein Nath & Rosenthal LLP     $8,590,000
    Haynes and Boone LLP                  $8,590,000

The notices posted said that the Department of the Treasury
requires expert legal services in support of loans, equity
investments, or other direct or indirect investments related to
the auto industry for programs instituted pursuant to the
Emergency Economic Stabilization Act of 2008.  Under the contract,
the contractors may be tasked with providing expert advice and
guidance with respect to loans, equity investments, and other
direct or indirect investments in various auto industry
participants; developing legal documentation with respect to
loans, equity investments, and other direct or indirect
investments related to the auto industry; negotiating relevant
transactions; and performing related legal services within the
general contract scope. The auto industry is comprised of
manufacturers, suppliers, dealerships and related entities.

Treasury identified areas to be awarded to the three law firms.
These include:

   -- Debtor-in-Possession (DIP) Facility Structuring.  The
      Contractor may be tasked to provide expertise and guidance
      in the formulation of a DIP facility structure and to draft
      related legal documentation for direct or indirect financing
      of distressed auto industry participants, including DIP
      financing.

   -- DIP Loan Closings.  The Contractor may be tasked to
      negotiate DIP loan transactions to auto industry
      participants using existing form documentation, and to
      conduct the closing of such transactions.

   -- Claims and Bankruptcy Advice.  The Contractor may be tasked
      to advise Treasury in connection with bankruptcy issues,
      including analysis of assignments and claims relating to
      loans to or investments in auto industry participants. The
      Contractor also may be tasked to analyze assignments, sales
      and claims relating to such transactions.

   -- Disposition of Assets.  The Contractor may be tasked to
      advise Treasury in connection with disposition of assets in
      connection with Treasury's loans and investments relating to
      auto industry participants. The Contractor also may be
      tasked to negotiate the transactions relating to the
      disposition of such assets, and conduct the closing of such
      transactions.

According to The American Lawyer, Haynes and Boone is new to the
auto restructurings.  Cadwalader and Sonnenschein already had
previously announced deals to advise the government on bailout-
related issues but for much smaller values. Cadwalader received a
$417,562 contract in January to provide auto bankruptcy advice to
the government.  Thacher Proffitt & Wood received a $500,000
contract in December.  The contract carried over to Sonnenschein
when Thacher dissolved later that month and 100 lawyers switched
firms.

                     Structured Bankruptcy

In accordance with the March 31, 2009 deadline in the U.S.
Treasury's loan agreements with General Motors and Chrysler, the
Obama Administration announced its determination of the viability
of the companies, pursuant to their February 17, 2009 submissions,
and is laying out a new finite path forward for both companies to
restructure and succeed.  These findings and new framework for
success are consistent with the President's commitment to support
an American auto industry that can help revive modern
manufacturing and support our nation's effort to move toward
energy independence, but only in the context of a fundamental
restructuring that will allow these companies to prosper without
taxpayer support.

     -- Viability of Existing Plans: The plans submitted by GM and
Chrysler on February 17, 2009 did not establish a credible path to
viability. In their current form, they are not sufficient to
justify a substantial new investment of taxpayer resources. Each
will have a set period of time and an adequate amount of working
capital to establish a new strategy for long-term economic
viability.

     -- General Motors: While GM's current plan is not viable, the
Administration is confident that with a more fundamental
restructuring, GM will emerge from this process as a stronger more
competitive business. This process will include leadership changes
at GM and an increased effort by the U.S. Treasury and outside
advisors to assist with the company's restructuring effort. Rick
Wagoner is stepping aside as Chairman and CEO. In this context,
the Administration will provide GM with working capital for 60
days to develop a more aggressive restructuring plan and a
credible strategy to implement such a plan. The Administration
will stand behind GM's restructuring effort.

     -- Chrysler: After extensive consultation with financial and
industry experts, the Administration has reluctantly concluded
that Chrysler is not viable as a stand-alone company. However,
Chrysler has reached an understanding with Fiat that could be the
basis of a path to viability. Fiat is prepared to transfer
valuable technology to Chrysler and, after extensive consultation
with the Administration, has committed to building new fuel
efficient cars and engines in U.S. factories. At the same time,
however, there are substantial hurdles to overcome before this
deal can become a reality. Therefore, the Administration will
provide Chrysler with working capital for 30 days to conclude a
definitive agreement with Fiat and secure the support of necessary
stakeholders. If successful, the government will consider
investing up to the additional $6 billion requested by Chrysler to
help this partnership succeed. If an agreement is not reached, the
government will not invest any additional taxpayer funds in
Chrysler.

     -- A Fresh Start to Implement Aggressive Restructurings:
While Chrysler and GM are different companies with different paths
forward, both have unsustainable liabilities and both need a fresh
start. Their best chance at success may well require utilizing the
bankruptcy code in a quick and surgical way. Unlike a liquidation,
where a company is broken up and sold off, or a conventional
bankruptcy, where a company can get mired in litigation for
several years, a structured bankruptcy process - if needed here -
would be a tool to make it easier for General Motors and Chrysler
to clear away old liabilities so they can get on a path to success
while they keep making cars and providing jobs in our economy.

     -- A Commitment to Consumer Warrantees: The Administration
will stand behind new cars purchased from GM or Chrysler during
this period through an innovative warrantee commitment program.

     -- Appointment of a Director of Auto Recovery: The
Administration also announced that Edward Montgomery, a top labor
economist and former Deputy Secretary of Labor, will serve as
Director of Recovery for Auto Workers and Communities. Dr.
Montgomery will work to leverage all resources of government to
support the workers, communities and regions that rely on the
American auto industry.

                         About Chrysler LLC

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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

                       About General Motors

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

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

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: Lenders Seek Cash Or Other Protection
---------------------------------------------------
In exchange for slashing Chrysler LLC's debt and helping it avoid
a bankruptcy filing, the automaker's lenders who are holding
$6.9 billion in secured loans want cash or other protection, Mike
Ramsey and John Lippert of Bloomberg News report, citing people
familiar with the negotiations.

According to Bloomberg, the lenders will make a counteroffer in
the next few days after the U.S. Treasury asked Chrysler's banks
to exchange what they are now owed for a new senior, secured loan
of about $1 billion.

Bloomberg says the sides are trying to reach an agreement before
an April 30 government-imposed deadline when Chrysler could be
forced into court protection.  Under the government's plan, the
automaker must also cut labor costs and forge an alliance with
Fiat SpA by the end of the month.

As this current proposal is structured, Bloomberg reports that the
lenders could consider exchanging their existing loan obligation
for the lower amount only if they concluded that they would get
less in a bankruptcy.  These lenders are usually first to be
repaid from the sale of assets in court protection.

Lenders view the Treasury's proposal as unacceptable because many
have fiduciary responsibilities to pension funds, endowments and
other investors.  To relinquish their secured claims and accept
more risk, according to Bloomberg, lenders would have to receive
compensation, perhaps including substantial equity in the
reorganized company.

"It's a smart play, albeit extraordinary," said Don Workman, a
bankruptcy attorney at Baker & Hostetler in Washington.  "The
Treasury is acting like an official committee in bankruptcy,
negotiating against the secured lenders so there is something left
on the table for other parties, not the least of which is an
operating company."

Bloomberg relates that the lenders received an updated business
plan for Chrysler that included Fiat's potential structure late on
April 12 that will help the group make a counterproposal.

                      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.


CIRCUIT CITY: To Sell E-Commerce Biz to Systemax for $6.5 Million
-----------------------------------------------------------------
Systemax Inc. has signed a "stalking horse" agreement to purchase
selected assets of Circuit City's e-commerce business for $6.5
million in cash plus a share of future revenue generated utilizing
those assets over a 30 month period.  Systemax believes the
transaction, if completed, would further extend its position as a
leader in online retailing of value-priced, branded consumer
electronics.

The agreement has been submitted for approval to the Bankruptcy
Court for the Eastern District of Virginia, Richmond, Division.

Completion of Systemax's proposed acquisition of the assets is
subject to both approval by the Bankruptcy Court as well as the
auction process, and it will not be completed if a higher or
better bid for the assets is submitted and approved by the court.
Systemax can provide no assurances, therefore, that a transaction
will be completed.  Should the ecommerce business be sold to
another purchaser for a higher or better price, or Circuit City
terminates the auction, Systemax will be entitled to break-up fees
and expenses.

Carla Main and Dawn McCarty of Bloomberg report that Circuit City
asked a judge to name Systemax the so-called stalking-horse bidder
at an auction to consider competing offers.  The Debtors have
proposed a May 6 deadline to submit competing bids and a May 11
auction for the trademarks.  A hearing to consider approval of the
sale will be on May 13.  Systemax will receive a $250,000 break-up
fee in the event the Debtors select another party at the auction.

According to Bloomberg, the Company anticipates the sale of the
intellectual property and Internet assets would bring "significant
recovery for the sellers' estates and creditors," it said in its
filing.  Under the proposed sale, Circuit City would get a share
of sales from the brand name.

According to Bloomberg, Systemax, based in Port Washington, New
York, agreed last year to buy the CompUSA name and some stores for
about $30 million after the retailer shut its doors amid
competition from Best Buy Co. and Wal-Mart Stores Inc.

A copy of the Asset Purchase Agreement signed by Circuit City and
Systemax is available for free at:

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

                        About Systemax Inc.

Port Washington, New York-based Systemax Inc. --
http://www.systemax.com-- a Fortune 1000 company, sells personal
computers, computer supplies, consumer electronics and industrial
products through a system of branded ecommerce Web sites, direct
mail catalogs, relationship marketers and retail stores in North
America and Europe.  It also manufactures and sells personal
computers under the Systemax and Ultra brands and develops and
markets ProfitCenter Software, a web-based, on-demand application
for multi-channel direct marketing companies.

                     About Circuit City Stores

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

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

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

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

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


CITIGROUP INC: SEC Won't OK Stock-Registration Until Friday
-----------------------------------------------------------
The U.S. Securities and Exchange Commission told Citigroup Inc.
executives that it won't approve the Company's stock-registration
statement until after the Company discloses first-quarter earnings
on Friday, David Enrich and John Jannarone at The Wall Street
Journal report, citing people familiar with the matter.

WSJ relates that Citigroup officials had been telling investors
that the SEC would declare the Company's stock-registration
statement "effective" last week.  According to WSJ, Citigroup
applied to the SEC in March to register about 4.4 billion new
shares as part of its process to convert much of its outstanding
preferred shares into common stock.  WSJ notes that the move was
designed to boost one gauge of Citigroup's capital and is expected
to flood the market with Citigroup's shares.  It will also make it
easier to sell borrowed shares used for short positions, WSJ
states.

WSJ reports that the New York Stock Exchange is showing signs of
retreating from plans to create a market for the new Citigroup
shares before they're issued.  WSJ notes that speculators had
hoped to get relief from a "when issued market" created by the
NYSE.  Citing a person familiar with the matter, WSJ states that
the NYSE will no longer create a when-issued market for
Citigroup's new shares, but an NYSE spokesperson said that the
exchange hasn't made a final decision.

According to WSJ, the "when issued market" is employed by the NYSE
to trade securities that are not yet in investors' hands.  WSJ
states that a when issued market for Citigroup stock would create
an opportunity to sell the common stock that investors in
preferred shares expected to receive in the exchange offer, which
might have narrowed the gap between the price of the preferred
shares and the current price of the common shares.

                         About Citigroup

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

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


CMR MORTGAGE: Section 341(a) Meeting Slated for April 28 in Calif.
------------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in CMR Mortgage Fund II, LLC's Chapter 11 case on April 28, 2009,
at 1:00 p.m., at San Francisco U.S. Trustee Off, Office of the
U.S. Trustee, 235 Pine Street, Suite 850, San Francisco,
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.

San Francisco, California-based CMR Mortgage Fund II, LLC, filed
for Chapter 11 protection on March 31, 2009 (Bankr. N. D. Calif.
Case No. 09-30788).  Robert G. Harris, Esq., and Roya Shakoori,
Esq., at the Law Offices of Binder and Malter, represent the
Debtor in its restructuring efforts.  The Debtor listed estimated
assets of $100 million to $500 million and estimated debts of
$10 million to $50 million.


CRUSADER ENERGY: Reaches Deal for Use of Cash Until April 28
------------------------------------------------------------
Crusader Energy Group Inc. worked out an agreement with its
secured lenders for the temporary use of cash until a final
hearing on April 28, Bloomberg's Bill Rochelle said.

Crusader's debt includes $30 million owed to the first-lien
creditor and $250 million to second-lien debt holders.  Unsecured
claims are some $49 million, a court filing says.

Crusader said the options in bankruptcy include a sale of "all or
substantially all" of the assets.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.  Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N. D. Tex. Lead Case No. 09-
31797).  The Debtors' financial condition as of September 30,
2008, showed total assets of $749,978,331 and total debts of
$325,839,980.


CRUSADER ENERGY: Bankruptcy Should Be in Oklahoma, Creditor Says
----------------------------------------------------------------
Creditors of Crusader Energy Group Inc., ask the U.S. Bankruptcy
Court for the Northern District of Texas to transfer jurisdiction
of the Debtors' bankruptcy case to Oklahoma.

According to Bloomberg's Bill Rochelle, creditors Alpine Inc. and
Alpine Energy Inc. say more than 70% of Crusader's production and
proved reserves are located in Oklahoma, where the company is
based.  The Alpine companies say the only connection with Texas
comes from properties in formations known as the Fort Worth and
Permian basins in Texas.  The creditors take note of how Crusader
admits it's based in Oklahoma City, Mr. Rochelle adds.

According to Mr. Rochelle, bankrupt companies seldom file for
reorganization in their hometowns, which explains why so many
Chapter 11 cases are in Delaware and New York.  Creditors only
rarely try to move a bankruptcy case closer to where the company
is located, perhaps because such efforts ordinarily don't succeed.
A recently filed oil and gas case in Dallas is an exception to the
rule.

Mr. Rochelle notes that another Oklahoma-based company that didn't
file at home is petroleum product transporter and marketer
SemGroup LP, which sought Chapter 11 protection in Delaware.

Based in Oklahoma City, Oklahoma, Crusader Energy Group Inc. --
http://www.ir.crusaderenergy.com/-- explores, develops and
acquires oil and gas properties, primarily in the Anadarko Basin,
Williston Basin, Permian Basin, and Fort Worth Basin in the United
States.  Crusader Energy and its affiliates filed for Chapter 11
protection on March 30, 2009 (Bankr. N. D. Tex. Lead Case No. 09-
31797).  The Debtors' financial condition as of September 30,
2008, showed total assets of $749,978,331 and total debts of
$325,839,980.


DBSI INC: Former Refco Examiner to Probe Alleged Fraud
------------------------------------------------------
According to Bill Rochelle of Bloomberg, a former head of the U.S.
Justice Department's fraud unit was selected to investigate DBSI
Inc.

Joshua Hochberg, a lawyer with McKenna Long & Aldridge LLP in
Washington, was named examiner by the U.S. Trustee in Delaware on
April 3, according to the report.

Mr. Hochberg has been tasked to investigate transactions between
the company, affiliates not in bankruptcy and insiders.
Allegations about fraud began surfacing in January when the
State of Idaho Department of Finance contended there were
"numerous fraudulent securities transactions that have
defrauded hundreds of creditors." Idaho authorities said DBSI's
business "mirrors a Ponzi scheme" and involved "$2 billion in
allegedly fraudulent securities transactions."

Mr. Hochberg served as examiner for Refco Inc., the liquidated
futures broker whose Chief Executive Officer Phillip Bennett and
President Tone Grant were given prison sentences of 16 years and
10 years, respectively.

As reported by the TCR on March 19, the State of Idaho's
Department of Finance has won approval for a court-appointed
examiner in the closely watched bankruptcy proceedings of DBSI,
Inc.

The Hon. Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware has given the examiner the authority to probe $2
billion in allegedly fraudulent securities transactions made by
DBSI.  The scheme involved more than 12,000 investors and 270
properties throughout the country.  Idaho, the state where DBSI is
located, was joined by other states in the action, including
Alabama, California, Colorado, Hawaii, Montana, Nevada, Oregon,
Pennsylvania, South Carolina, Tennessee, and Washington.

"This is more than just a bankruptcy case.  The State of Idaho
alleges fraudulent activity that mirrors a Ponzi scheme, making it
a sophisticated investor fraud," said David J. Baldwin, a partner
with Potter Anderson & Corroon LLP and lead trial counsel to the
State of Idaho.  "We're pleased the court accepted our motion and
appointed an examiner.  It is important to have someone whose
focus is on the potential wrongdoing of the companies and not just
on the process of a typical bankruptcy proceeding."

DBSI allegedly used powers of attorney, signed by investors at
real estate closings, to convert non-recourse loans to recourse
loans -- making investors personally liable without their
knowledge.

"Investors were also assured there would be 'accountable reserves'
benefitting their properties," said Mr. Baldwin.  "It's now been
shown that DBSI never set aside such reserves at all.  These
investors arguably are now personally liable and the reserves they
expected would be there with their properties don't exist."

                         About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. -- http://www.dbsi.com
-- operates a real estate company.  On November 10, 2008, and
other subsequent dates, DBSI and 167 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP as its bankruptcy counsel.  Kurtzman
Carson Consultants LLC is the Debtors' notice claims and balloting
agent.  When the Debtors filed for protection from their
creditors, they listed assets and debts of between $100 million
and $500 million each.

General Information: On November 10, 2008, and other subsequent
dates, each of the Debtors filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code").  The 168 Debtors cases were assigned case
numbers listed here (collectively, the "Bankruptcy Cases") and are
jointly administered under case no. 08-12687.  The Bankruptcy
Cases are pending before the Honorable Peter J. Walsh in the
United States Bankruptcy Court for the District of Delaware.


DELPHI CORP: Wants to Disband Now Out-of-Money Shareholders' Panel
------------------------------------------------------------------
Delphi Corporation has filed an expedited motion before Judge
Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York for an order directing the disbandment of the
official committee of equity security holders appointed in its
bankruptcy case.

Delphi and its affiliates ask Judge Drain to enter an order
directing the Office of the United States Trustee to (a) disband
the Equity Committee effective as of March 6, 2009 or,
alternatively, (b) suspend the activities of the Equity Committee
and its counsel, Fried, Frank, Harris, Shriver & Jacobson LLP, its
financial advisors, Houlihan Lokey Howard & Zukin Capital, Inc.,
and its conflicts counsel, Farrell Fritz, P.C., subject to
reactivation upon application to the Court and notice to the U.S.
Trustee.

Judge Drain will convene a hearing on April 23, 2009 at 10:00 a.m.
(prevailing Eastern time).  Objections are due April 20, 2009 at
4:00 p.m. (prevailing Eastern time),

The Court issued a bench decision on March 22, 2006 directing the
U.S. Trustee to appoint an equity committee.  Appaloosa Management
L.P., which then held a 15.2% stake in Delphi, requested for the
committee's appointment.  Seven parties, including institutional
members Brandes Investment Partners, L.P., and D.C. Capital
Partners, L.P., and Pardus European Special Opportunities Master
Fund, L.P., were appointed to the Committee.  The Equity Committee
is now comprised of four individual investors, Luqman Yacub, James
E. Bishop, Sr., and James H. Kelly, and James N. Koury, as trustee
of the Koury Family Trust, after other members resigned.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that the circumstances
which existed in March 2006 that provided the basis for the
appointment of the Equity Committee have changed dramatically
since then.  Because equity security holders will almost certainly
receive no distributions in these chapter 11 cases, the costs to
the Debtors' estates of continuing to maintain the Equity
Committee can no longer be justified.

The Debtors said they have worked tirelessly to effectuate their
transformation plan, and, achieved confirmation of their Chapter
11 Plan.  When the Court entered the confirmation order on
January 25, 2008, the total business enterprise value associated
with the Plan was $12.8 billion based upon an agreed negotiated
value with the Debtors' principal stakeholders.  The Confirmed
Plan for an estimated 100% recovery for unsecured claims
aggregating up to $3.69 billion, and a $348 million recovery (in
the form of new stock and warrants to purchase stock) for holders
of existing stock in Delphi.

After the closing on Delphi's Confirmed Plan was suspended on
April 4, 2008, Delphi undertook to reaffirm the business plan
embodied in the Confirmed Plan.  This reaffirmed business plan for
2008-2011 was attached to the Modified Disclosure Statement filed
on October 3, 2008, as part of the Plan Modification Motion.  The
mid-point of the total enterprise business valuation associated
with the Debtors' revised reorganization plan was $7.2 billion.
Because of that reduced valuation, the revised proposed
distributions to creditors and equity security holders in the
modified plan filed on October 3, 2008 were materially less than
under the Confirmed Plan.

Mr. Butler relates that, after the Debtors developed and filed the
revised plan, the global automotive industry took a dramatic turn
for the worse.  During the fourth quarter of 2008 and the first
quarter of 2009, domestic and global vehicle sales and production
plummeted dramatically to lows not seen in decades.  Additionally,
the global credit and capital markets remain frozen, which has had
a significant negative impact on the Debtors' businesses as well
as those of other automotive suppliers and OEMs.  The severity of
these economic crises has led governments around the world,
including the United States, to take protective actions aimed at
avoiding the financial collapse of key participants in the global
automotive industry.

Facing these significant economic challenges, the Debtors are
negotiating with their stakeholders which have a continuing
economic interest in the Debtors' reorganization cases to
formulate further plan modifications.  In connection with those
discussions, the Debtors are making further revisions to their
business plan consistent with the recent North American vehicle
production volume declines, the global slowdown in vehicle sales,
and the ongoing economic recession.  Although no formal revised
business plan has been completed, it is anticipated that the total
business enterprise value associated with the revised plan will be
substantially below the valuation range contained in the Plan
Modification Motion and may be equivalent to, or even less than,
the amount of the Debtors' postpetition obligations, including the
DIP credit facility.

Mr. Butler notes that as of April 13, Tranches A and B of the
Debtors' DIP credit facility are trading at 78.5% of the face
amount of such debt and Tranche C of the DIP credit facility is
trading at approximately 14.8% of the face amount. In addition,
trading activity in the Debtors' prepetition bonds is currently
sporadic, with asking prices ranging from one to three percent of
the face amount of such bonds and some recent trades taking place
at a price lower than one percent of the face amount.

It is now clear that there is no substantial likelihood of a
meaningful distribution to the Debtors' equity security holders,
Mr. Butler asserts.  Thus, the rationale which formed the basis
for the appointment of the Equity Committee, as articulated by
this Court in its 2006 Decision, is no longer operative.

Finally, the Debtors are also concerned about the ongoing cost to
their estates of the Equity Committee.  The four professional
firms that have been retained to represent the Equity Committee
over the course of these chapter 11 cases have collectively
accrued more than $19 million of fees and expenses, including both
fees and expenses that have been awarded by Court order through
September 30, 2007, and amounts subsequently billed through
February 2009.  Any further costs of the Equity Committee are no
longer justifiable.

                        About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional
headquarters in Japan, Brazil and France.

The company filed for Chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represent the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the
solicitation of votes on the First Amended Plan on Dec. 20,
2007.  The Court confirmed the Debtors' First Amended Plan on
Jan. 25, 2008.  The Plan has not been consummated after a group
led by Appaloosa Management, L.P., backed out from their
proposal to provide US$2,550,000,000 in equity financing to
Delphi.

Pursuant to the deadline agreed upon with lenders under its
$4.35 billion debtor-in-possession financing facility, and General
Motors Corp., Delphi is scheduled to seek approval of disclosure
materials in connection with a revised Chapter 11 plan April 23.
(Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


DIPLOMAT CONSTRUCTION: Section 341(a) Meeting Slated for April 30
-----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Diplomat Construction, Inc.'s Chapter 11 case on April 30,
2009, at 10:00 a.m., at Third Floor - Room 362, Russell Federal
Building, 75 Spring Street, SW, Atlanta, Georgia

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.

Atlanta, Georgia-based Diplomat Construction, Inc., doing business
as Red Roof Inc - Airport, filed for Chapter 11 protection on
April 3, 2009 (Bankr. N. D. Ga., Case No. 09-68613).  Joseph H.
Turner, Jr., Esq., represents the Debtor in its restructuring
efforts.  The Debtor listed total assets of $31,322,625 and total
debts of $11,330,505.


EE HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: EE Holdings, LLC
        7865 Vallagio Lane, Unit 411
        Englewood, CO 80112

Bankruptcy Case No.: 09-15686

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Equity Services, LLC                       09-15687

Chapter 11 Petition Date: April 1, 2009

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

Judge: A. Bruce Campbell

Debtor's Counsel: James R. Chadderdon, Esq.
                  128 S. Tejon, Ste. 408
                  Colorado Springs, CO 80903
                  Tel: (719) 444-0422
                  Email: jchadderdon@qwest.net

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

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

The petition was signed by Mark Lane, a sole member of the
company.

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

             http://bankrupt.com/misc/cob09-15686.pdf


DRUG FAIR: DIP Financing Draws Objection from Committee
-------------------------------------------------------
Carla Main and Dawn McCarty of Bloomberg report that Drug Fair
Group Inc.'s bid for a debtor-in-possession financing order
received a partial objection from the official committee of
unsecured creditors appointed in the case.

The Company has been functioning as a debtor in possession since
March 20 under a temporary order of the U.S. Bankruptcy Court for
the District of Delaware, meaning it could use cash, incur debt
and manage its business, Bloomberg notes.  The Committee objects
in part to a financing order because it wants to work out details
relating to professional fee adjustments, liens on leasehold
interests and priority on certain uncontested liens.

Total recovery of estate assets is "estimated to come in at $70.3
million", Bloomberg said, citing court papers filed on April 10.

                    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.


ENRON CORP: Gets $6.2MM as Settlement of Piper Jaffray, DISH Suit
-----------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron Creditors Recovery Corp. asks Judge Arthur J.
Gonzalez of the U.S. Bankruptcy Court for the Southern District
of New York to approve a settlement it entered into with Piper
Jaffray & Co., and DISH Network Corporation, formerly known as
EchoStar Communications Corporation.

Prior to December 2, 2001, Enron issued unsecured commercial
paper to various entities.  The CP paper had maturities of up to
270 days.  In a series of transfers starting on October 26, 2001,
and concluding on November 6, 2001, Enron paid more than $1
billion to various entities with respect to the CP prior to the
stated maturity date of the CP.

Enron commenced litigation against Piper Jaffray and DISH
asserting claims for the avoidance and recovery of allegedly
preferential or constructive fraudulent transfers, and seeking
disallowance of claims filed by Piper and DISH claims.

Specifically, Enron sought to recover from Piper Jaffray
$52,288,282 and $41,542,480 from DISH in connection with the CP
Transfers.

Following discussions among Enron, Piper and DISH, the parties
have negotiated that Piper and DISH will pay Enron $6,200,522.
Piper and DISH will forfeit, waive and release any claim they
have against Enron.

The settlement also contemplates that Enron will execute a
stipulation and order dismissing with prejudice its claims
against Piper and DISH.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News, Issue No. 218; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Fleming Clients Join Newby Settlement Class
-------------------------------------------------------
The U.S. District Court for the Southern District of Texas granted
a request by Fleming & Associates LLP revoking the firm's prior
requests for exclusion from settlements in the class action titled
In re Mark Newby, et al., v. Enron Corp., et al.

At various times during the pendency of the Newby Class Action,
counsel for the class has announced settlements with various
defendants.

Fleming & Associates, on behalf of its clients, who are mostly
defendants in the Newby Action, asked to be excluded from some of
the settlement classes.  In September 2003, F&A clients listed at
http://bankrupt.com/misc/Enron_F&AOptOut1.pdfopted out of the
Andersen Worldwide Societe Cooperative settlement.

In March 2005, F&A clients opted out of the Outside Directors,
Bank of America and Lehman Brothers settlement.  A list of the
F&A clients is available for free at:

         http://bankrupt.com/misc/Enron_F&AOptOut2.pdf

In April 2006, F&A clients opted out of the Citigroup, JPMorgan
Chase and CIBC settlements.  A list of the F&A clients is
available for free at:

         http://bankrupt.com/misc/Enron_F&AOptOut3.pdf

F&A said it has discussed their desire to revoke their opt-outs
with class counsel for Newby.  Class counsel for Newby has advised
that it would not oppose the filing of the revocation motion.

Sean G. Jez, Esq., at Fleming & Associates LLP, in Houston,
Texas, asserts that the granting of F&A Opt-Outs revocation would
not prejudice any defendants that have paid settlements to the
Newby class because the revocation of the opt-outs would not
result in their paying any additional funds to the Newby class.
Additionally, class members would not be prejudiced by the
granting of the motion.

Mr. Jez notes that only a portion of class funds have been
distributed to class members and that proof of claims on behalf
of the F&A Opt-Outs have been timely submitted to the Newby class
claims administrator.  When the claims administrator compiled the
total allowed loss for purposes of the allocation of the initial
distribution, it included claims submitted by persons who had
opted out of some or all of the settlements, including the F&A
Opt-Outs, Mr. Jez says.  He asserts that at the time of the
initial distribution, only a portion of settlement funds were
paid to class members who had not opted out of the class.
Therefore, he notes, the class settlement fund still maintains
adequate funds to include F&A Opt-Outs in future distributions.
Moreover, any reduction to a class members' proportionate share
of settlement funds would likely be de minimis due to the overall
size of the settlements collected and the size of the total
allowed loss, he points out.

                           About Enron

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News, Issue No. 218; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: National City Elevates MFN Issue to District Court
--------------------------------------------------------------
National City Bank has taken an appeal to the United States
District Court for the Southern District of New York from Judge
Arthur J. Gonzalez's order denying its motion enforcing an October
2003 stipulation.

As reported by the Troubled Company Reporter, Judge Gonzalez of
the United States Bankruptcy Court for the Southern District of
New York denied a motion by National City Bank, an indenture and
property trustee in Enron Corp.'s bankruptcy proceedings, to use
its most favored nation status in the case to collect more than
$50 million in claims from a group of Enron debtors.

Pursuant to the stipulation, National City Bank, as indenture
trustee for certain debentures of Enron North America Corp., and
Enron Transportation Services Company, and other Enron affiliates,
resolved a variety of open issues relating to the less than par
recovery to be received by holders of Enron's Trust Preferred
Securities or TOPRS despite the fact that the value of the
interest of ETS in the Transwestern Pipeline Company was more than
sufficient to pay all of the ETS creditors.  In connection with
the stipulation, NCB agreed to withdraw its objection to the
proposed transfer of the Transwestern Pipeline, which was owned by
a subsidiary of ETS, to the newly created shell corporation, Cross
Country Energy Corp.

Consequently, NCB insisted that the stipulation contain a "most
favored nation" clause pursuant to which parties to the
stipulation agreed that:

   ". . . in the event the Debtors agree to pay, or pay, to any
   class of unsecured nonpriority claims of any Debtor . . . a
   higher percentage recovery than the holders of Allowed ETS
   Debenture Claims are to receive . . . the percentage paid to
   the holders of Allowed ETS Debenture Claims shall automatically
   increase to the same percentage recovery . . . "

By order dated April 8, 2004, the cases of each of Offshore Power
Production C.V., Enron India Holdings Ltd., and Enron Mauritius
Company Limited "Dabhol Debtors", were procedurally deconsolidated
from the rest of the Debtors' cases.

As of July 15, 2004, the date of confirmation of Enron's
bankruptcy plan, none of the Dabhol Debtors had confirmed a plan
of reorganization.  On November 16, 2005, the Dabhol Debtors
confirmed a plan of reorganization pursuant to which they agreed
to pay at least one class of unsecured claims a 100% recovery.

Edward M. Fox, Esq., at K&L Gates LLP, in New York, on behalf of
NCB, argued that the Court must read the stipulation in its
entirety to garner the parties' intent in entering into the
agreement.  Where a particular provision would eliminate the
protections afforded by other provisions of the stipulation as a
whole, or a contractual provision incorporated by reference into
another contract, this contractual interpretation is not favored,
Mr. Fox said.

Accordingly, Mr. Fox said the Court must enforce the plain
language of the October 2003 Stipulation and direct that the
allowed ETS Debenture Claims be paid in full plus accrued
interest.  The MFN Clause requires that holders of Allowed ETS
Debenture Claims receive the same 100% recovery, Mr. Fox said.

However, the Reorganized Debtors argued that pursuant to their
confirmed Plan of Reorganization they have not paid nor agreed to
pay to any class of unsecured nonpriority claims any recovery in a
higher percentage than the holders of Allowed ETS Debenture Claims
are to receive under the Second Amended Plan and therefore have
not triggered the "most favored nation" clause.  The Reorganized
Debtors believe that the October Stipulation is unambiguous and
that its plain meaning requires collective action to trigger the
MFN Clause.

James Bulger, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, attorney for Enron Creditors Recovery Corp., et al.,
said NCB's assertion that the Reorganized Debtors are seeking to
"shield" themselves from the consequences of severing the Dabhol
Entities is disingenuous.  On the contrary, it is NCB that is
seeking to use the actions of the Dabhol Entities to its benefit,
Mr. Bulger said.

Mr. Bulger pointed out that the Reorganized Debtors had no control
over the Dabhol Entities nor the Dabhol Plan.  Thus, NCB must not
be permitted to recover millions of dollars from the Debtors'
estates as a result of a payout of less than $50,000 by entities
outside of the Debtors' control.  According to Mr. Bulger, the
recovery would be contrary to the plain meaning of the October
Stipulation, contrary to the parties' intent in both the October
Stipulation and the Settlement, and an inequitable windfall for
NCB.

National City countered that the MFN Clause does not, by its
terms, require that payment must be made under any particular
plan to trigger the MFN Clause.  Mr. Fox said the MFN Clause was
intended to protect NCB from a stipulation where one of the
Debtors was removed from the Plan of the Plan Compromise, thus
enabling its creditors to obtain higher recovery than would be
available to holders of Allowed ETS Debenture Claims under the
Plan Compromise.

Mr. Fox argued that even if the Debtors are correct that
collective action is required under the October Stipulation to
trigger the MFN Clause, they fail to point to any language of the
October Stipulation which mandates that the collective action
have been taken by the group of the Debtors that confirmed the
Plan rather than by the group of Debtors which confirmed the
Dabhol Plan.  According to Mr. Fox, the fact the cases of the
Dabhol Debtors were eventually deconsolidated from the cases of
the remaining Debtors long after the October Stipulation was
agreed to but before the Plan was confirmed, does not somehow
operate to exclude them from the defined term "Debtors" as that
term was used in the October Stipulation.

Moreover, Mr. Fox noted, even if the Court concludes that the
operation of the MFN Clause, by its terms, was limited to the
treatment of creditors of those Debtors who eventually became
proponents of the Plan, the inclusion of the MFN Preservation
Clause in Section 34.6 of the Plan and in Paragraph 54 of the
Confirmation Order created a new obligation under, or revived,
the MFN Clause with which the Debtors must now comply.  According
to Mr. Fox, the MFN Clause merely restores to NCB that recovery to
which it was always legally entitled.

In his order, Judge Gonzalez held that the plain language of the
MFN Clause in the October Stipulation required collective action
by the Debtors in agreeing to pay a class of creditors a higher
percentage than the recovery afforded to Allowed ETS Debenture
Claims in order to trigger the MFN clause.

Judge Gonzalez held that while the collective Debtors included
the Dabhol entities at the time of the October Stipulation, the
Dabhol Debtors and their affairs were completely separated from
the bankruptcy cases of Enron Corp., and its other affiliated
debtors and their plan of reorganization as a result of an April
2004 order approving the settlement of a complex transaction.

Judge Gonzalez opined that after the separation of the Dabhol
entities from the other Debtors, the Debtors lost all control
over the Dabhol entities and could not have agreed to the
payments made under the plan.  Applying the plain meaning of the
MFN clause, the collective Debtors did not agree to pay the
approximate $50,000 payment made to the Dabhol creditors.

                            About Enron

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

(Enron Bankruptcy News, Issue No. 218; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


FATBURGER RESTAURANTS: Filed for Chapter 11 in California
---------------------------------------------------------
Two subsidiaries of Fog Cutter Capital Group Inc. that operate
Fatburger fast-food franchises filed Chapter 11 petitions filed
for bankruptcy protection before the U.S. Bankruptcy Court for the
Central District of California (Woodland Hills).

Fatburger Restaurants of California Inc., and Fatburger
Restaurants of Nevada Inc. both listed assets and debt less than
$10 million.

Fog Cutter said a subsidiary of General Electric Capital Corp.
called a default on a $3.85 million loan this month.

Fog Cutter said in January that subsidiaries own the Fatburger
chain, which has 94 locations. Fog Cutter subsidiaries operate 37
outlets, while the other 57 are franchised.

Portland, Oregon-based Fog Cutter didn't file bankruptcy.

The two subsidiaries in bankruptcy are located in Sherman Oaks,
California.  The cases are In re Fatburger Restaurants of
California Inc., 09-13964, and In re Fatburger Restaurants of
Nevada Inc., 09-13965, both in U.S. Bankruptcy Court, Central
District California (Woodland Hills).


FERRELLGAS PARTNERS: S&P Affirms Corporate Credit Rating at 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on propane distributor Ferrellgas Partners
L.P. and its operating limited partnership, Ferrellgas L.P.  The
affirmation follows S&P's ongoing surveillance on the company and
incorporates S&P's expectation for improved financial metrics in
2009 related to its positive organic growth trends in gallons of
propane sold and cash flow.  The outlook is stable.

The ratings on Ferrellgas reflect the partnership's weak business
risk profile and highly leveraged financial profile.  Rating
concerns include a challenging operating environment characterized
by margin pressure, customer conservation, high leverage, a less
favorable operating footprint than its peers, and acquisition
risk.  The partnership's flexible cost structure, large,
geographically diverse retail footprint, recent positive organic
growth trends, and portable propane tank exchange business, which
offsets some of the seasonality involved in Ferrellgas Partners'
retail operations, partially mitigate the rating concerns.

Ferrellgas's Midwestern geographic footprint noticeably affects
gross margin per gallon compared with competitors operating along
the coasts.  Generally, competition in the propane business is
more intense in the U.S. Midwest, which results in lower margins
per customer and makes pricing somewhat stickier than higher-
margin customers in coastal states.  While customer conservation
remains a concern, the partnership achieved two consecutive
quarters of propane gallon sales growth, and increased adjusted
EBITDA guidance to about $255 million for fiscal 2009.  Organic
growth in the retail and wholesale operations contributed to the
overall improvement.

Ferrellgas's master limited partnership structure further
restricts ratings because the partnership generally pays to
unitholders distributions equal to nearly all available cash flow
after debt service and business reinvestment commitments.  The
partnership's distribution support mechanism partly mitigates this
credit risk.  Through that mechanism, the partnership can
potentially defer up to $36 million of common unit distributions
to Ferrell Cos. Inc. (not rated), the general partner parent, if a
downturn in operations occurs that would require greater internal
liquidity at the operating partnership level.  The partnership,
which recently extended this mechanism (originally implemented in
2001) through April 2010, has never used it.

"The stable outlook on Ferrellgas reflects our expectation that
the recent organic growth in propane gallons sold will enable the
company to achieve its 2009 EBITDA target, which will improve
financial metrics and deleverage the company," said Standard &
Poor's credit analyst Michael Grande.

A positive outlook is unlikely in the next 12 to 18 months, but
could be possible through sustained improvement in financial
performance that would result in total debt to EBITDA of about
4.25x and FFO to debt of at least 20%.  S&P could revise the
outlook to negative or lower the rating if cash flows deteriorate
due to increased customer attrition or an inability to maintain
margins, resulting in FFO to debt below 12% and total debt to
EBITDA of about 6x for two consecutive quarters.  The rating could
also be at risk if the liquidity position and financial
performance deteriorates due to material acquisitions that would
increase the partnership's business or financial risk profiles.


FIREPOND INC: Files for Chapter 7 After Foreclosure, Asset Sale
---------------------------------------------------------------
Firepond Inc. filed a voluntary petition under Chapter 7 with the
U.S. Bankruptcy Court for District of Minnesota, on March 31,
2009.

Firepond has been assigned Case No. 09-32103.  The Company is
represented by Jacob B. Sellers, Esq., at Leonard, Street and
Deinard, Professional Association.

The Company's assets were foreclosure upon and sold to FP Tech
Holdings, LLC's FPX unit on February 23, 2009.  The Company ceased
business operations on the same date.

Effective February 23, directors Francis Knuettel II, Scott Kline
and Audrey Spangenberg resigned from the Board of Directors of the
Company and each of their committees of the Board.  Mr. Knuettel
was Chairman of the Audit Committee and a member of the
Compensation and Nominating Committees.  Mr. Kline was chairman of
the Compensation Committee and a member of the Nominating
Committee.  Ms. Spangenberg was a member of the Audit Committee.
There are no known disagreements with Mr. Knuettel, Mr. Kline or
Ms. Spangenberg.

Ms. Spangenberg is the senior executive and principal owner of
Firepond's largest shareholder, FP Tech Holdings.

Also as part of the foreclosure and sale, L. Bradlee Sheafe,
President, and William P. Stelt, Chief Financial Officer, resigned
their positions with the Company.  Stephen Peary, 60, was
appointed CEO and CFO.  Mr. Peary is charged with the wind up of
the corporate activities of the Company.

At February 23, 2009, Mr. Peary was the General Counsel of the
Company, a position Mr. Peary retains.   Also, Mr. Peary
previously served as CFO of the Company and its predecessor from
April 2005 to May 2008.  From October 2004 to April 2005, Mr.
Peary was a consultant to the Company's predecessor.  Prior to
that, Mr. Peary ran his own consulting firm, Stinson Capital
Management, LLC.

Mr. Peary is not related to any previous directors, officers or
stockholders of the Company, nor is or has he been engaged in any
related person transactions with the Company, except as an
employee and the salary received there from.

Firepond, Inc. (OTC BB: FPND), provides multi-tenant, on-demand
software that automates and simplifies the process companies use
to sell products and services in the United States.  It offers
Configure, Price, Quote (CPQ) software-as-a-service that automates
sales processes, enhances order accuracy, and accelerates sales
cycles.  The company also provides professional services, which
include consulting, implementation, and training services.
Firepond also provides technical support services, such as data
maintenance, enhancement, and end-user support services.  It
serves high technology, transportation, construction machinery,
agricultural equipment, and service companies.  The company,
formerly known as FP Technology Holdings, Inc., was founded in
1983 and is headquartered in Mankato, Minnesota.

As of December 31, 2008, the Company had $1.8 million in total
assets and $13.3 million in total liabilities, resulting in
$11.5 million in stockholders' deficit.


FIRST LIGHT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: First Light Properties, LLC
        1062 E. Evans St.
        Springfield, MO 65810

Bankruptcy Case No.: 09-60645

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        FF Development, LLC                        09-60647
        Stowaway, LLC                              09-60648

Chapter 11 Petition Date: March 31, 2009

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

Judge: Arthur B. Federman

Debtor's Counsel: M. Brent Hendrix, Esq.
                  P.O. Box 3373
                  Springfield, MO 65808
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493
                  Email: brenthendrix@sbcglobal.net

Estimated Assets: $0 to $50,000

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

The petition was signed by Ruthie Pomeroy, a manager and member
of the Company.

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

             http://bankrupt.com/misc/mowb09-60645.pdf


FLEETWOOD ENTERPRISES: To Sell Inventory to Lazy Days for $2.2MM
----------------------------------------------------------------
Fleetwood Enterprises and its affiliates ask the U.S. Bankruptcy
Court for the Central District of California for authority to sell
their travel trailer inventory to Lazy Days' R.V. Center, Inc.,
free and clear of liens, claims, interests and encumbrances.

Bankruptcy Data reports that Lazy Days offered an aggregate cash
purchase price of $2,250,968.  The inventory includes 154 finished
travel trailer units, comprising all of Fleetwood Enterprises'
remaining inventory in the travel trailer realm, the report says.

Lazy Days is one of seven entities named to the official committee
of unsecured creditors in the bankruptcy cases of Monaco Coach
Corporation, maker of motorized and towable recreational vehicles,
according to the Troubled Company Reporter on March 27, 2009.

                         About Lazy Days

Based in Seffner, Florida, Lazy Days' R.V. Center Inc., is a
single-site dealer of new and previously-owned recreational
vehicles.  The Company is a primary point of distribution for
eight of the leading manufacturers in the recreational vehicle
retail industry.  The Company is widely recognized in the RV
community as the premier destination for RV enthusiasts.  Lazy
Days' is a wholly owned subsidiary of LD Holdings, Inc.

As reported by the Troubled Company Reporter in November 2008,
Lazy Days said it would not pay the interest payment due Nov. 17,
2008, on $137 million in 11.75% senior notes that mature May 15,
2012.

Lazy Days in March entered into a fourth amendment to its
Forbearance Agreement dated December 12, 2008, with certain
holders of Lazy Days' 11-3/4% Senior Notes due 2012.  As of
March 30, Lazy Days has obtained forbearance from holders of more
than 81% of the Notes from exercising their potential remedies
under the Indenture dated as of May 14, 2004.

Under the Fourth Amendment, more than 81% of the holders of the
Notes have agreed to forbear from exercising their potential
remedies under the Indenture at least until April 13, 2009, unless
the Company fails to meet its obligations under the Forbearance
Agreement prior to that date.  Lazy Days has yet to provide update
on the matter.

As of September 30, 2008, the Company had $318.0 million in total
assets and $251.9 million in total liabilities.

                           *     *     *

According to the Troubled Company Reporter, in November 2008,
Moody's Investors Service downgraded Lazy Days' ratings, including
the Corporate Family Rating and Probability of Default Ratings to
Ca from Caa2.  Moody's also downgraded the rating on the company's
11.75% senior unsecured notes to C from Caa3.  Lazy Days' SGL-4
Speculative Grade Liquidity rating was affirmed.  The ratings
remain on review for possible downgrade.

Standard & Poor's Ratings Services also lowered its long-term
corporate credit rating Lazy Days' to 'CC' from 'CCC+', as well as
S&P's rating on the company's unsecured debt to 'C' from 'CCC-'.
The outlook is negative.

                      About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.  Omni Management Group LLC serves as the Debtors' claims,
balloting, noticing and administrative agent.

                    About Fleetwood Enterprises

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


FOAMEX INTERNATIONAL: Court OKs Matlin As Stalking Horse Bidder
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Foamex International L.P.'s proposed procedures for the
sale of its assets.

According to Bloomberg's Bill Rochelle, Foamex overcame opposition
from creditors and received approval at an April 9 hearing for
auction procedures in which an affiliate of MatlinPatterson Global
Advisers LLC, the provider of $95 million in secured financing,
could end up owing the business in exchange for debt.  Competing
bids are initially due May 15, followed by a May 19 auction and a
May 21 hearing to approve the sale.

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

The Court has granted final approval for up to $95 million in
Foamex International Inc. debtor-in-possession financing provided
by MatlinPatterson and Bank of America.

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

A copy of the Bid Protocol is available at:

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

                    About Foamex International

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

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

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

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


FORD MOTOR: S&P Raises Corporate Credit Rating to 'CCC+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its ratings
on Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  The outlook on all entities is negative.

The upgrade reflects S&P's evaluation of Ford's creditworthiness
following the Company's completion of what S&P considered to be a
distressed debt exchange.  S&P lowered its corporate credit rating
on Ford to 'SD' on April 6, reflecting the completion of tender
offers for Ford debt.  The transaction improved Ford's capital
structure; Ford's automotive debt was reduced by $9.9 billion,
from $25.8 billion at Dec. 31, 2008.  Still, Ford estimates that
annual cash interest savings will be less than $600 million, a
fraction of the Company's automotive cash outflows in 2008 and,
S&P believe, in 2009.  Moreover, S&P believes fundamental business
risks will remain unchanged for at least the rest of 2009 and
perhaps longer, most notably the company's exposure to weak
vehicle demand globally, but also the substantial execution risk
of the company's ongoing restructuring and repositioning.

"We expect continued heavy cash losses in Ford's automotive
operations for at least the next year," said Standard & Poor's
credit analyst Robert Schulz.  The outflows are being caused by
weak auto sales in almost every market, but especially in the U.S.
and Europe.  S&P's rating also reflects concerns that General
Motors Corp. or Chrysler LLC (both rated CC/Negative/--) could
file for bankruptcy in the coming months, or even sooner in the
case of Chrysler, and S&P believes this would be a negative
development for Ford's liquidity, given the commonality of the
auto sector supply base.  S&P expects U.S. light-vehicle sales of
about 9.7 million units this year, the lowest in 42 years and down
26% from 13.1 million units in 2008.  S&P currently expects sales
to rise to 11.2 million units in 2010, but even with an
improvement, sales would still be 15% below the weak levels of
2008.  The outlook for other major auto markets, including Europe,
will also remain bleak, in S&P's view, until economic
stabilization becomes apparent.

S&P said its ratings reflect the possibility that the multiple
problems Ford faces in stemming cash use could overwhelm its cash
and liquidity during the next year.  Items that Ford can address
over time, such as its overcapacity, labor costs, and product
lineup, will not, in S&P's view, be sufficient to produce any
meaningful free cash flow in the immediate future, although a
stabilization of industry sales, even at low levels, would lead to
somewhat lower but still sizable cash use in 2009.  The shift in
demand away from large pickup trucks and SUVs in the U.S. in
recent years remains a negative factor in S&P's view.  S&P expects
Ford's cash outflows to further reduce its cash balances during
the coming quarters, which will test the company's ability to
maintain sufficient liquidity into 2010.

S&P believes Ford may have to revisit its informal request for $9
billion of loans from the U.S. government, unless industry sales
begin to recover later this year.  S&P believes that because the
government is heavily engaged with requests for aid from GM and
Chrysler, as well as from other industries, direct support for
Ford, if requested, is likely in S&P's view, but not a given.
Moreover, the form, timing, and magnitude of this assistance are
difficult to predict, and S&P's current ratings do not reflect any
such assistance.  Even if the government were to eventually
provide funding, S&P stresses that it would likely view such
assistance as buying more time rather than as a solution to the
automaker's fundamental business risks, especially deteriorating
global demand.

In S&P's view, Ford's current credit profile remains superior to
that of its Michigan-based competitors, GM and Chrysler.  S&P
believes both of those companies will need to complete debt
exchanges and reach agreements with their main labor union in the
near term, or they will likely have to pursue bankruptcy filings.
S&P also believes Ford Credit has been less constrained recently
than its peers in its ability to provide financing for Ford
customers.

Still, S&P believes Ford faces the possibility of falling below
the necessary levels of cash to run its automotive business.  S&P
estimates that this could occur if cash use in its automotive
operations, including restructuring charges, exceeded about
$14 billion in 2009, or if auto sales remained unchanged in 2010
from weak 2009 levels.  S&P also continues to believe the failure
of one or more of Ford's Michigan-based competitors would
adversely affect many of Ford's suppliers, and the resulting
turmoil could reduce Ford's liquidity further.

The Company reported that it used $17.3 billion in cash, including
cash restructuring costs, in its global automotive operations in
2008, including $6.8 billion in the fourth quarter.  Since then,
U.S. industry sales have remained weak in North America and Europe
(although recent incentive plans have bolstered demand in some
European countries at least temporarily).  Consequently, S&P
expects Ford's cash use to continue relatively unabated through
the end of this year and perhaps into 2010, even as the company
continues to aggressively slash costs and conserve cash.  S&P
views the agreements reached recently with the United Auto Workers
union as a long-term positive for Ford's turnaround efforts in
North America, should the company survive the current downturn.

S&P believes the Company has few unencumbered assets it could use
to support additional borrowing.  Asset sales have been a source
of cash in recent years.  Ford said it is exploring a possible
sale of its Volvo unit, although under terms of Ford's credit
agreement, half of the proceeds from any Volvo sale must be used
to repay secured debt.  S&P does not expect Ford to sell a stake
in Ford Credit.

The negative outlook reflects S&P's view that cash losses could
cause Ford's liquidity to sink toward the minimum necessary levels
in 2009 or 2010, in light of weak auto industry sales globally,
even if management's cash-saving actions are partly successful.
S&P would evaluate the effect of any specific announcements
regarding federal funding if they were to materialize.

S&P could lower the ratings if, among other things, S&P believed
cash balances would drop significantly below $10 billion at any
time.  This could occur even with more vehicle sales than S&P has
seen in recent months.  S&P could also lower the rating if Ford
Credit failed to maintain sufficient funding to continue its
already lower levels of auto loan originations.  A bankruptcy by a
major competitor could lead us to place Ford's ratings on
CreditWatch with negative implications while S&P assess the
potential industry ripple effects, including Ford's need to
support its supply base.

S&P believes the most likely trigger for a financial restructuring
or bankruptcy filing by Ford remains a reduction in cash balances
approaching levels that Ford views as insufficient to operate the
business, caused by low vehicle sales and production, rather than
by the Company's making a strategic decision to file for
bankruptcy.

S&P could revise the outlook to positive or raise the rating if,
among other things, the global light-vehicle sales outlook began
to show sustained improvement, if Ford's prospects for generating
free cash flow improved significantly, and if the actions of
distressed competitors do not cause a significant reduction in
Ford's liquidity.


FREMONT GENERAL: Exclusive Plan Filing Period Extended to April 30
------------------------------------------------------------------
Bankruptcy Data reports that the U.S. Bankruptcy Court for the
Central District of California has approved a stipulation between
Fremont General Corp. and its official committee of unsecured
creditors regarding the Debtor's exclusivity periods, and
continuing the Debtor's exclusivity periods.

The report says the Debtor's exclusive period to propose a
bankruptcy exit plan is extended through and including April 30,
2009, and the exclusive period to solicit acceptances of the plan
is extended through and including July 29, 2009.

The report says the Court vacated a hearing on the Debtor's
exclusivity motion previously scheduled for April 9, 2009.

The Bankruptcy Court granted a prior request by Fremont General to
extend the exclusive plan filing period to April 10, 2009, and the
exclusive solicitation period to July 9.

                     About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured Creditors
as counsel.  The Debtor filed with the Court
an amended schedule of its assets and liabilities on Oct. 30,
2008, disclosing $330,036,435 in total assets and $326,560,878 in
total debts.


FRONTIER AIRLINES: Grants $3,587,080 Admin. Claim to World Fuel
---------------------------------------------------------------
World Fuel Services Corporation provided within 20 days before the
Petition Date, aviation fuel to Frontier Airlines Holdings, Inc.,
with a total value of $3,734,826.  The amount remains unpaid.

Accordingly, World Fuel asked the U.S. Bankruptcy Court for the
Southern District of New York to allow its claim as an
administrative claim pursuant to Section 503(b)(9) of the
Bankruptcy Code.

To resolve their dispute, the Debtors and World Fuel agree that
World Fuel will have an Allowed Administrative Claim for
$3,587,080.  The Claim will not be payable until the earlier of:

  * the effective date of a plan of reorganization;

  * any conversion of the Chapter 11 cases to Chapter 7;

  * trustee appointment under Section 1104 of the Bankruptcy
    Code; or

  * any dismissal of the Debtors' cases.

World Fuel's Administrative Claim, however, will be payable at
the same time the Debtors pay substantially all other claims in
their Chapter 11 cases.

In addition, World Fuel will have an allowed non-priority general
unsecured claim for $241,219 on account of aviation fuel sold to
the Debtors and delivered to Frontier outside the 20-day period
preceding the Petition Date.

The Debtors and World Fuel agree to waive or discharge each other
from any causes of action that may arise from prepetition
agreements or transactions, other than with respect to the
Settled Claims and claims related to environmental liabilities.

The Stipulation is effective with respect to the General
Unsecured Claim as of March 20, 2009.  Accordingly, World Fuel
further agrees to promptly withdraw all related requests it filed
in the Debtors' cases.

                     About Frontier Airlines

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provides air transportation
for passengers and freight.  It operates jet service carriers
linking Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, as well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.

Frontier Airlines and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.
08-11297 thru 08-11299.) Benjamin S. Kaminetzky, Esq., and Hugh
R. McCullough, Esq., at Davis Polk & Wardwell, represent the
Debtors in their restructuring efforts. Togul, Segal & Segal
LLP is the Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.

Bankruptcy Creditors' Service, Inc., publishes Frontier Airlines
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Frontier Airlines Inc. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


FURNITURE MINNESOTA: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Furniture Minnesota, Inc.
        967 Payne Ave.
        St. Paul, MN 55130
        Tel: (651) 774-7070

Bankruptcy Case No.: 09-32167

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       District of Minnesota (St. Paul)

Judge: Robert J. Kressel

Company Description: Furniture Minnesota Inc. is a family-owned
                     and operated discounter of high-quality
                     furniture.

                     See http://www.furnitureminnesota.com/

Debtor's Counsel: David G. Keller, Esq.
                  Grannis & Hauge
                  1260 Yankee Doodle Rd., Suite 200
                  Eagan, MN 55121
                  Tel: (651) 456-9000
                  Email: kellerd@grannishauge.com

Total Assets: $708,020

Total Debts: $1,139,613

The petition was signed by Stephen Katainen, president of the
company.

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

             http://bankrupt.com/misc/mnb09-32167.pdf


FX REAL ESTATE: Receives Notice of Breach, Warns of Bankruptcy
--------------------------------------------------------------
FX Real Estate and Entertainment Inc. reports that, as a result of
the ongoing default under the mortgage loan, on April 9, 2009, its
first lien lenders sent a Notice of Breach and Election to Sell,
which initiates the trustee sale procedure against the Company's
Las Vegas property to satisfy the principal amount of $259 million
and other obligations owed to them under the mortgage loan and
secured by the property.

Under Nevada law, the Las Vegas subsidiaries have the legal right
to cure the default during a 35-day redemption period that expires
on May 18, 2009 or else the Las Vegas property may be sold
thereafter in accordance with Nevada law -- the process takes
approximately 120 days -- in a trustee sale to satisfy the first
lien lenders' obligations secured by the property.  Neither the
Company nor its subsidiaries are able to cure the default.
Consequently, the Company and the Las Vegas subsidiaries are
considering all possible legal options, including bankruptcy
proceedings.  The Company cannot guarantee to what extent, if any,
such actions may be viable or effective.

In its Annual Report on Form 10-K for the year ended December 31,
2008, the Company explained that its Las Vegas subsidiaries are in
default under the mortgage loan secured by the Las Vegas property,
which, as of December 31, 2008, was made up of a $280 million
senior secured first lien loan and a $195 million senior secured
second lien loan.  As a result of the application of certain
escrowed proceeds to the payment of principal on the first lien
loan, there was $454 million outstanding under the mortgage loan
as of March 27, 2009.  The mortgage loan matured on January 6,
2009.

As a result of a prior breach of certain maintenance covenants
governing the mortgage loan, on January 5, 2009, the second lien
lenders under the mortgage loan had delivered a written demand for
repayment of all of the obligations owed to them under the loan,
including the second lien principal amount of $195 million.

On January 6, 2009, following the Las Vegas subsidiaries' failure
to repay the mortgage loan at maturity, the first lien lenders
delivered their demand for repayment of all of the obligations
owed to them under the loan, including the first lien principal
amount of $280 million.  On January 30, the first lien lenders
seized the cash collateral reserve accounts established under the
mortgage loan from which the Las Vegas subsidiaries had been
drawing working capital funds to meet ordinary expenses, including
operating the Las Vegas property, and applied $21 million of that
amount to the outstanding principal amount of the first lien loan
thereby leaving a minimal balance in the reserve accounts.  In
addition, the first lien lenders have directed all payments from
the existing tenants on the Las Vegas property to be delivered
directly to the lenders.

Each month the Las Vegas subsidiaries may make a request of the
lenders to access the cash generated by the tenants that the Las
Vegas subsidiaries deem necessary to meet the operating expenses
related to the Las Vegas property.  The lenders have sole
discretion to approve or reject any such request.  Because the Las
Vegas subsidiaries have limited cash available, if the lenders
fail to honor the draw requests in full or in part or delay the
processing, the Las Vegas subsidiaries will not be able to satisfy
their obligations and pay for necessary expenses unless the
Company is able to fund shortfalls from other sources.

The Company noted that it has limited cash available with which to
provide any such funding.  Thus, the Las Vegas subsidiaries may
not be able to meet their obligations as they come due.

Neither the Company nor the Las Vegas subsidiaries are able to
repay the obligations outstanding under the mortgage loan.

As a result of delivery of the demands for repayment and the loan
being past due, the first lien lenders may at any time exercise
their remedies under the amended and restated credit agreements
governing the mortgage loan, which may include foreclosing on the
Las Vegas property.

While the Las Vegas subsidiaries have engaged in preliminary
discussions with the first lien lenders and the second lien
lenders regarding potential solutions to the existing loan
defaults, no agreement has yet been reached.  To the extent that
no consensual arrangement is reached and the lenders pursue their
remedies, the Las Vegas subsidiaries may explore possible legal
options in connection with trying to maintain their ownership of
the Las Vegas property, including bankruptcy or similar filings.
Whether or to what extent such action may be effective or viable
is unclear.

The loss of the Las Vegas property, which is substantially the
Company's entire business, would have a material adverse effect on
its business, financial condition, results of operations,
prospects and ability to continue as a going concern.

Ernst & Young LLP is the Company's independent registered public
accounting firm.

As of December 31, 2008, the Company had $258.0 million in total
assets and $497.9 million in total liabilities, resulting in
$239.8 million in stockholders' deficit.  The Company reported
consolidated net loss of $461.8 million for the year ended
December 31, on revenues of $6.0 million.

A full-text copy of the Company's 2008 Annual Report is available
at no charge at http://ResearchArchives.com/t/s?3b7c

Based in New York, FX Real Estate and Entertainment Inc.'s
business consists of the ownership and operation of the Las Vegas
property, which is made up of six contiguous parcels aggregating
17.72 acres of land located on the southeast corner of Las Vegas
Boulevard and Harmon Avenue in Las Vegas, Nevada.  The Las Vegas
property is currently occupied by a motel and several commercial
and retail tenants with a mix of short and long-term leases.  The
Las Vegas property's six parcels generated total rental and other
revenue of approximately $19.5 million for the fiscal year ended
December 31, 2008.


FX REAL ESTATE: NASDAQ Notice Prompts Voluntary Delisting
---------------------------------------------------------
FX Real Estate and Entertainment Inc. on April 8, 2009, received
notice from The NASDAQ Stock Market indicating that, as of
December 31, 2008, the Company is no longer in compliance with
NASDAQ's continuing listing requirement of a minimum of
$10,000,000 in stockholders' equity.

Under the NASDAQ Marketplace Rules, the Company is permitted to
submit to NASDAQ, by no later than April 23, 2009, a plan to
regain compliance with NASDAQ's continued listing criteria.  If
the Company were to submit a plan and it is accepted by NASDAQ,
the Company would have up to 105 calendar days from April 8, 2009,
the date of the notice from NASDAQ, to regain compliance.

However, based on the Company's deteriorating financial condition,
the Company has determined that it will not be able to regain
compliance with NASDAQ's continued listing criteria within the
prescribed time frame.  As a result, the Company has provided
notice to NASDAQ of its intent to voluntarily delist its common
stock from NASDAQ in lieu of submitting a plan to regain
compliance.

By April 24, 2009, the Company will file a Form 25 with the
Securities and Exchange Commission relating to the delisting.  The
delisting is expected to be effective 10 calendar days after
filing the Form 25.  The Company anticipates that the last day of
trading for its common stock on The NASDAQ Global Market will be
on or about May 4, 2009.  The Company will seek to have its common
stock quoted on the Over-The-Counter Bulletin Board shortly after
the date of delisting from The NASDAQ Global Market, though the
Company cannot provide any assurances in this regard.

Based in New York, FX Real Estate and Entertainment Inc.'s
business consists of the ownership and operation of the Las Vegas
property, which is made up of six contiguous parcels aggregating
17.72 acres of land located on the southeast corner of Las Vegas
Boulevard and Harmon Avenue in Las Vegas, Nevada.  The Las Vegas
property is currently occupied by a motel and several commercial
and retail tenants with a mix of short and long-term leases.  The
Las Vegas property's six parcels generated total rental and other
revenue of approximately $19.5 million for the fiscal year ended
December 31, 2008.


GANNETT CO: Will Reduce Oakland County Non-Daily Newspapers in May
------------------------------------------------------------------
Businessnewsweek.com reports that Gannett Co. Inc.'s several non-
daily newspapers in Oakland County have said that they will cease
or merge publications on May 31, 2009.

According to Businessnewsweek.com, these editions of the Eccentric
will close:

     -- The Birmingham,
     -- West Bloomfield,
     -- Troy, and
     -- Rochester.

Businessnewsweek.com relates that The Southfield edition and the
Observer & Eccentric group's Mirror newspaper will merge into
multi-community Sunday newspaper, the South Oakland Eccentric.

Gannett said that it will lay off about 44 employees due to the
closings and consolidations, Businessnewsweek.com states.
Gannett, says the report, will continue to publish the Observer
Newspapers and Hometown Weekly Newspapers in western Wayne and
Oakland counties.

Gannett executives, according to Russell Adams at The Wall Street
Journal, projected a decline of as much as 35% in the first-
quarter 2009 ad revenue from 2008.

Gannett is the publisher of more than 80 U.S. dailies, WSJ
reports.  WSJ relates that most of Gannett's papers are
profitable, but profits are shrinking.  Gannett's entire debt
structure is due to mature by 2012, WSJ notes.

        Private Exchange Offer for 5.75% Notes & 6.375% Notes

Radio Business Report reports that institutional investors are
being offered higher interest payments if they will exchange
Gannett notes due in 2011 and 2012 for some new notes that mature
in 2015 and 2016.

Gannett disclosed on April 7 that it has commenced a private
exchange offer relating to its 5.75% Notes due 2011 (CUSIP No.
364725AE1) and its 6.375% Notes due 2012 (CUSIP No. 364725AC5)
(collectively, the "Old Notes"). The  Company is offering to
exchange $1,000 in principal amount of new 10% Senior Notes due
2015 (including a $30 early participation payment) for $1,000
principal amount of the 2011 notes, and $1,000 in principal amount
of new 10% Senior Notes due 2016 (including a $30 early
participation payment) for $1,000 principal amount of the 2012
notes.  The exchange offer is being made only to qualified
institutional buyers and certain non-U.S. investors located
outside the United States.  An offering memorandum and
accompanying letter of transmittal, each dated April 7, set forth
the terms of the exchange offer.

Only eligible holders who validly tender their Old Notes prior to
the early participation deadline, 5:00 p.m., New York City time on
April 21, 2009 (unless extended), and do not withdraw their
tenders, will be eligible to receive the $30 early participation
payment for each $1,000 principal amount of Old Notes tendered.
All eligible holders whose Old Notes are validly tendered and
accepted will also receive a cash payment equal to the accrued and
unpaid interest on their Old Notes to, but not including, the date
on which the Old Notes are exchanged.  The exchange offer will
expire at 5:00 p.m., New York City time, on May 5, 2009, unless
extended.  Any such extension will be followed by a public
announcement no later than 9:00 a.m., New York City time, on the
first business day after the previously scheduled Expiration Date.
Tenders of Old Notes may be withdrawn prior to, but not after,
5:00 p.m., New York City time on April 21, 2009 (unless extended).

The new 2015 notes and the new 2016 notes will be senior unsecured
obligations and will be guaranteed by certain of Gannett's
subsidiaries.  The New Notes and the subsidiary guarantees have
not been and will not be registered under the Securities Act of
1933, as amended, or any state securities laws, may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.

The exchange offer is conditioned upon the satisfaction of certain
customary conditions described in the offering memorandum.  These
conditions include the requirement that Gannett receives valid
tenders, not validly withdrawn, of Old Notes exchanged for at
least $100,000,000 aggregate principal amount of new 2015 notes
and $100,000,000 aggregate principal amount of new 2016 notes.
Subject to applicable law, Gannett may, at its sole discretion,
waive any condition applicable to the exchange offer, may extend
the exchange offer and may terminate the exchange offer before the
Expiration Date.

                     About Gannett Co. Inc.

Headquartered in McLean, Virginia, Gannett Co. Inc. (NYSE:GCI) --
http://www.gannett.com/-- is an international news and
information company.  In the United States, the Company publishes
85 daily newspapers, including USA TODAY, and nearly 900 non-daily
publications.  Along with each of its daily newspapers, the
company operates Websites offering news, information and
advertising that is customized for the market served and
integrated with its publishing operations.  Newspaper publishing
operations in the United Kingdom, operating as Newsquest, include
17 paid-for daily newspapers, almost 300 non-daily publications,
locally integrated Websites and classified business Websites with
national reach.  The Company has two segments: newspaper
publishing and broadcasting.

As reported by the Troubled Company Reporter on January 19, 2009,
Gannett reported that it is offering to sell certain assets of the
Tucson (AZ) Citizen.  If a sale is not completed by March 21,
2009, Gannett said it will have to close the newspaper.

According to the TCR on January 15, 2009, Gannett said that it
asked U.S. non-unionized workers to take a week of unpaid leave
the first quarter. Gannett CEO and Chairperson Craig Dubow said
that the company needs to preserve its operations and continue to
deliver for its customers while confronting the issues raised by
some of the most difficult economic conditions that the Company
has ever experienced.  Mr. Gannett said that employees in unions
will also be asked to participate in the furlough.

The TCR reported on October 2, 2008, that Gannett drew on a
revolving credit line to ensure it has funds to repay its
commercial paper.  The action was taken in response to credit-
market disruption.  The company said it has significant credit
available under a $3.9 billion revolving credit line, in excess of
its $2 billion in commercial paper outstanding.


GENERAL MOTORS: Treasury Hires 4 Firms for Advice on Auto Industry
------------------------------------------------------------------
According to government Web site http://www.fbo.gov/,the U.S.
Treasury Department has awarded a $7,000,000 contract to The
Boston Consulting Group effective April 3.

The Department of the Treasury said it requires immediate
management consulting services to (a) assist in Treasury's
continued assessment of the automotive sector generally; (b)
assist in Treasury's work with General Motors Corporation and GM
advisors to develop a comprehensive restructuring and business
plan acceptable to the Government and thoroughly evaluate that
plan; and (c) advise Treasury with respect to the results of its
comprehensive diligence exercise evaluating the viability of the
announced alliance between Fiat and Chrysler, LLC.

Prior notices posted in the Web site showed that the U.S. Treasury
Department has awarded, effective March 30, contracts to three law
firms to advise on auto industry restructurings and on how to
provide debtor-in-possession financing for troubled manufacturers
and suppliers:

                                           Award's
    Contractor                          Ceiling Value
    ----------                          -------------
    Cadwalader Wickersham & Taft LLP      $8,590,000
    Sonnenschein Nath & Rosenthal LLP     $8,590,000
    Haynes and Boone LLP                  $8,590,000

The notices posted said that the Department of the Treasury
requires expert legal services in support of loans, equity
investments, or other direct or indirect investments related to
the auto industry for programs instituted pursuant to the
Emergency Economic Stabilization Act of 2008.  Under the contract,
the contractors may be tasked with providing expert advice and
guidance with respect to loans, equity investments, and other
direct or indirect investments in various auto industry
participants; developing legal documentation with respect to
loans, equity investments, and other direct or indirect
investments related to the auto industry; negotiating relevant
transactions; and performing related legal services within the
general contract scope. The auto industry is comprised of
manufacturers, suppliers, dealerships and related entities.

Treasury identified areas to be awarded to the three law firms.
These include:

   -- Debtor-in-Possession (DIP) Facility Structuring.  The
      Contractor may be tasked to provide expertise and guidance
      in the formulation of a DIP facility structure and to draft
      related legal documentation for direct or indirect financing
      of distressed auto industry participants, including DIP
      financing.

   -- DIP Loan Closings.  The Contractor may be tasked to
      negotiate DIP loan transactions to auto industry
      participants using existing form documentation, and to
      conduct the closing of such transactions.

   -- Claims and Bankruptcy Advice.  The Contractor may be tasked
      to advise Treasury in connection with bankruptcy issues,
      including analysis of assignments and claims relating to
      loans to or investments in auto industry participants. The
      Contractor also may be tasked to analyze assignments, sales
      and claims relating to such transactions.

   -- Disposition of Assets.  The Contractor may be tasked to
      advise Treasury in connection with disposition of assets in
      connection with Treasury's loans and investments relating to
      auto industry participants. The Contractor also may be
      tasked to negotiate the transactions relating to the
      disposition of such assets, and conduct the closing of such
      transactions.

According to The American Lawyer, Haynes and Boone is new to the
auto restructurings.  Cadwalader and Sonnenschein already had
previously announced deals to advise the government on bailout-
related issues but for much smaller values. Cadwalader received a
$417,562 contract in January to provide auto bankruptcy advice to
the government.  Thacher Proffitt & Wood received a $500,000
contract in December.  The contract carried over to Sonnenschein
when Thacher dissolved later that month and 100 lawyers switched
firms.

                     Structured Bankruptcy

In accordance with the March 31, 2009 deadline in the U.S.
Treasury's loan agreements with General Motors and Chrysler, the
Obama Administration announced its determination of the viability
of the companies, pursuant to their February 17, 2009 submissions,
and is laying out a new finite path forward for both companies to
restructure and succeed.  These findings and new framework for
success are consistent with the President's commitment to support
an American auto industry that can help revive modern
manufacturing and support our nation's effort to move toward
energy independence, but only in the context of a fundamental
restructuring that will allow these companies to prosper without
taxpayer support.

     -- Viability of Existing Plans: The plans submitted by GM and
Chrysler on February 17, 2009 did not establish a credible path to
viability. In their current form, they are not sufficient to
justify a substantial new investment of taxpayer resources. Each
will have a set period of time and an adequate amount of working
capital to establish a new strategy for long-term economic
viability.

     -- General Motors: While GM's current plan is not viable, the
Administration is confident that with a more fundamental
restructuring, GM will emerge from this process as a stronger more
competitive business. This process will include leadership changes
at GM and an increased effort by the U.S. Treasury and outside
advisors to assist with the company's restructuring effort. Rick
Wagoner is stepping aside as Chairman and CEO. In this context,
the Administration will provide GM with working capital for 60
days to develop a more aggressive restructuring plan and a
credible strategy to implement such a plan. The Administration
will stand behind GM's restructuring effort.

     -- Chrysler: After extensive consultation with financial and
industry experts, the Administration has reluctantly concluded
that Chrysler is not viable as a stand-alone company. However,
Chrysler has reached an understanding with Fiat that could be the
basis of a path to viability. Fiat is prepared to transfer
valuable technology to Chrysler and, after extensive consultation
with the Administration, has committed to building new fuel
efficient cars and engines in U.S. factories. At the same time,
however, there are substantial hurdles to overcome before this
deal can become a reality. Therefore, the Administration will
provide Chrysler with working capital for 30 days to conclude a
definitive agreement with Fiat and secure the support of necessary
stakeholders. If successful, the government will consider
investing up to the additional $6 billion requested by Chrysler to
help this partnership succeed. If an agreement is not reached, the
government will not invest any additional taxpayer funds in
Chrysler.

     -- A Fresh Start to Implement Aggressive Restructurings:
While Chrysler and GM are different companies with different paths
forward, both have unsustainable liabilities and both need a fresh
start. Their best chance at success may well require utilizing the
bankruptcy code in a quick and surgical way. Unlike a liquidation,
where a company is broken up and sold off, or a conventional
bankruptcy, where a company can get mired in litigation for
several years, a structured bankruptcy process - if needed here -
would be a tool to make it easier for General Motors and Chrysler
to clear away old liabilities so they can get on a path to success
while they keep making cars and providing jobs in our economy.

     -- A Commitment to Consumer Warrantees: The Administration
will stand behind new cars purchased from GM or Chrysler during
this period through an innovative warrantee commitment program.

     -- Appointment of a Director of Auto Recovery: The
Administration also announced that Edward Montgomery, a top labor
economist and former Deputy Secretary of Labor, will serve as
Director of Recovery for Auto Workers and Communities. Dr.
Montgomery will work to leverage all resources of government to
support the workers, communities and regions that rely on the
American auto industry.

                         About Chrysler LLC

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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

                       About General Motors

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

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: Gov't Mulls Swapping Some Loans with Equity
-----------------------------------------------------------
The U.S. government is considering taking a stake in General
Motors Corp. in exchange for some of the $13.4 billion it lent to
the Company, Sharon Terlep and Jeffrey Mccracken at The Wall
Street Journal report, citing people familiar with the matter.

WSJ states that interim GM Chairperson Kent Kresa said that the
Company would welcome the government's willingness to let it pay
off some of the loans with stock.  A source said that the
government doesn't seem to be opposed to swapping all the debt for
GM stock, WSJ relates.

The move, says WSJ, could make the government a direct shareholder
in GM for years to come.  WSJ, citing a person familiar with the
matter, relates that the government is considering the step
because it hasn't had success in finding outside private investors
for a revamped GM.  According to the report, the government wants
GM's revamping plan to be set by June 1.

According to WSJ, the sources said that the government hopes to
encourage the United Auto Workers union and bondholders to accept
similar concessions.  Citing people familiar with the matter, WSJ
states that once the Treasury agrees to convert its debt to equity
in the GM, it will put pressure on the other parties to do the
same, strengthening the revamped GM.  WSJ notes that the Treasury
is in line to be paid off before GM bondholders or the UAW, which
is owed billions of dollars in retiree health-care funds.

WSJ relates that Mr. Kresa admitted that GM is running out of time
to restructure outside of bankruptcy.  GM's board remains
convinced that an out-of-court restructuring is preferred, but
"time is not on our side on trying to get things done out of
bankruptcy," WSJ state, citing Mr. Kresa.

GM, according to WSJ, is looking to launch a debt-for-equity swap
with bondholders by Friday.  WSJ notes that a deal would be needed
by then for GM to cut its obligations by the time the $1 billion
in outstanding debt comes due on June 1.

Citing Mr. Kresa, WSJ reports that the government is also pressing
to resolve talks involving Delphi Corp., a former GM unit that may
be forced to liquidate if it can't secure funding.

                 1.5 Million Vehicles Recalled

The Associated Press reports that GM is recalling 1.5 million
vehicles due to potential engine fires, though GM said that there
have been no reports of any fires or injuries.  GM spokesperson
Kerry Christopher said it was a precautionary measure for
consumers, the report states.  According to the report, some of
the recalled vehicles are no longer in production.

The AP relates that GM is recalling these vehicles:

     -- 1998-1999 Oldsmobile Intrigue,
     -- 1997-2003 Pontiac Grand Prix,
     -- 1997-2003 Buick Regal, and
     -- 1998-2003 Chevrolet Lumina, Monte Carlo and Impala.

According to The AP, the recall involves vehicles with a 3.8-liter
V6 engine.  Drops of oil could fall into the exhaust system and
cause a fire in the engine, The AP states, citing GM.

                      About General Motors

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

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

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

                         *     *     *

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

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

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

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


GENERAL MOTORS: Bonds Fall to All-Time Low Following Ratings Cut
----------------------------------------------------------------
Carla Main and Dawn McCarty of Bloomberg News said April 13 that
General Motors Corp. bonds fell to new lows three days after a
ratings cut as the automaker faces a U.S. deadline to restructure
or file for bankruptcy.

Standard & Poor's Ratings Services said April 10 that it has
lowered its issue- level rating on General Motors Corp.'s $4.5
billion senior secured revolving credit facility to 'CCC-' (one
notch above the 'CC' corporate credit rating on the company) from
'CCC'.  S&P revised the recovery rating on this facility to '2'
from '1', indicating its view that lenders can expect substantial
(70% to 90%) recovery in the event of a payment default.  The
corporate credit rating remains unchanged, at 'CC', reflecting
S&P's view of the likelihood that GM will default -- through
either a bankruptcy or a distressed debt exchange.

The issue rating on GM's $1.5 billion senior secured term loan was
left unchanged, at 'CCC' (two notches above the corporate credit
rating); the recovery rating on this debt remains at '1',
indicating S&P's view that lenders can expect very high (90% to
100%) recovery in the event of a payment default.  In addition,
the issue rating on GM's unsecured debt was left unchanged, at 'C'
(below the corporate credit rating); the recovery rating on these
tranches remains at '6', indicating S&P's view that lenders can
expect negligible (0-10%) recovery in the event of a payment
default.

According to Bloomberg, GM's $3 billion of 8.375 percent debt due
in 2033 fell to the lowest level since the securities were sold in
June 2003, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

                      About General Motors

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

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

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

                         *     *     *

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

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

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

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


GETRAG TRANSMISSION: Taps Baker & Daniels as Special Counsel
------------------------------------------------------------
GETRAG Transmission Manufacturing, LLC, asks the U.S. Bankruptcy
Court for the Eastern District of Michigan for authority to employ
Baker & Daniels LLP, on a general retainer basis, as its special
counsel for issues and matters relating to real property tax
assessments as well as issues and matters relating to certain
Tipton County economic incentives, including revenue bonds issued
by Tipton County, for the Debtor.

Pursuant to an engagement letter, Baker will review the Tipton
County assessor's assessments, as well as represent and counsel
Debtor with respect to certain economic development incentives
offered by the Tipton County to induce the Debtor to build its
plant in the Tipton Property.

As compensation for their services, Baker's professionals bill:

          Position                Hourly Rate
          --------                -----------
          Partner                  $350-$620
          Associate                $225-$280
          Real Estate Analysts     $230-$270
          Paralegal                  $140

Mark S. Moore, Esq., a partner at Baker & Daniels LLP, assures the
Court that the firm does not hold or represent any interest
adverse to the Debtor or its estate.

Mr. Moore tells the Court that Baker holds a prepetition claim
against the Debtor in the amount of $36,800.

                     About GETRAG Transmission

Headquartered in Sterling Heights, Michigan, GETRAG Transmission
Manufacturing LLC -- http://www.getrag.de/-- designs and makes
dual clutch transmission its facility in Tipton, Indiana.  The
company filed for Chapter 11 relief on Nov. 17, 2008 (Bankr. E.D.
Mich. Case No. 08-68112).  Jayson Ruff, Esq., Jeffrey S. Grasi,
Esq., and Stephen M. Gross, Esq., at McDonald Hopkins represent
the Debtor as counsel.  Matthew Wilkins, Esq., Max J. Newman,
Esq., and Paula A. Hall, Esq., at Butzel Long, represent the
Official Committee of Unsecured Creditors as counsel.

In its schedules, the Debtor listed total assets of $690,071,505
and total debts of $582,208,616.


GMC WORLDWIDE: Voluntary Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Petitioner: Wayne Edward Benton
                       liquidator of GMC Worldwide Pty. Ltd. fka
                       Trapone Corporation Pty. Ltd., and GMCAT
                       Pty Ltd.

Chapter 15 Debtor: GMC Worldwide Pty Ltd
                   Suite 1A Ground Floor
                   182 Victoria Parade
                   East Melbourne
                   Victoria, Australia
                   Tel: (415) 268-7000

Chapter 15 Case No.: 09-04679

Debtor-affiliates filing subject to Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
GMCAT Pty. Ltd.                                    09-04680

Chapter 15 Petition Date: April 9, 2009

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Chapter 15 Petitioner's Counsel: G. Larry Engel, Esq.
                                 Morrison & Foerster LLP
                                 425 Market St.
                                 San Francisco, CA 94105-2482
                                 Tel: (415) 268-7000

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million


GOLD TOE: S&P Changes Outlook to Negative, Affirms 'CCC' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Hickory, North Carolina-based sock manufacturer Gold
Toe Moretz Holdings Corp. to negative from developing.  At the
same time, Standard & Poor's affirmed its 'CCC' corporate credit
rating, and all other ratings on the company.

As of Dec. 31, 2008, GTM had about $407 million in lease and
pension-adjusted debt.

The outlook revision reflects GTM's continued weak operating
performance, increased leverage, and S&P's concerns about the
company's ability to maintain adequate liquidity and cushion on
its financial covenants.

The ratings on GTM reflect S&P's concerns about the company's
liquidity as a result of tight covenant cushion, its participation
in the highly competitive apparel industry, its narrow product
focus, the commodity nature of socks, customer concentration, and
a highly leveraged financial profile.  The ratings also
incorporate the well-known Gold Toe brand.  S&P attributes a high
degree of business risk to the sock industry because of intense
competition, low barriers to entry, and the commodity nature of
these items.

"Standard & Poor's could lower the ratings if the company
experiences continuing weak operating performance, violates its
financial covenants, and/or loses access to its revolving credit
facility for working-capital purposes," said Standard & Poor's
credit analyst Bea Chiem.  S&P estimates that if EBITDA declines
by 6% from current levels, then GTM may trip its June leverage
covenant (assuming debt levels do not change significantly from
current levels).

"Although highly unlikely in the near term, S&P could revise the
outlook to stable or positive if the company can restore and
maintain ample cushion on its financial covenants and operating
measures stabilize," she continued.


GREEKTOWN CASINOS: Hiked Market Share to 25% in March
-----------------------------------------------------
Continuing a trend that started in February, for the second
consecutive month Greektown Hotel-Casino increased its market
share from 23.5% in February to 25.0% in March, according to MGCB
figures released. From January, where the property had 22.8%
share, the net increase is 2.2%, an increase of almost 10%.

"It is a new day at Greektown, and on behalf of every team member
at the property, we are thrilled with the response customers have
had to our efforts to offer unmatched value through our marketing
programs -- new promotions, new database efforts, and our $99
hotel rate," said Randall A. Fine, Managing Director of The Fine
Point Group, the management company that was hired in January to
turnaround the property.  Pending regulatory approval, Mr. Fine
will also become CEO of Greektown.

"But we are not letting up. With a new $9.99 buffet that launches
tomorrow, the opportunity for every customer to compete with a
real, live chicken every day to win up to $200, and a $50,000 cash
promotion for our table games customers, we are going to keep
offering our customers new ways to play, new ways to win, and new
ways to have fun," Mr. Fine added.

"For all those naysayers out there -- and for those considering
buying the property -- I would note that this market share came
while we beat our March profitability plan -- which was developed
by the financial constituents without any involvement by us -- by
more than 100%, this after beating it by 30% in January, and 80%
in February," Mr. Fine said.  "You know you are doing something
right when your competitors start coming after you specifically,
which we have seen in the past several days.  It is much more fun
to be the hunted than the hunter, and we welcome the competition,
as we hope it will energize the entire market, and improve our
customer experience and employee engagement."

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

(Greektown Casino Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GREEKTOWN CASINOS: To Buy 280 Slot Machines From IGT
----------------------------------------------------
Greektown Casino and its debtor affiliates seek permission from
the U.S. Bankruptcy Court for the Eastern District of Michigan,
pursuant to Section 363 of the Bankruptcy Code, to purchase 280
slot machines currently leased from International Game Technology
pursuant to a financing and security agreement.  The Debtors
currently lease the Slot Machines from IGT, which has agreed to
convert the lease arrangement to into a sale deal.

Previously, the Debtors have sought permission to buy 480 new slot
machines. The Court has yet to rule on that request.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, relates that although the intended Slot Machine
Purchase is in the ordinary course of business, the Debtors filed
a formal motion out of an abundance of caution and to satisfy the
concerns of IGT that the Purchase be allowed by a Court order
should the purchases be deemed outside of the ordinary course of
business.

Mr. Weiner contends that the conversion of the lease into a sale
arrangement will be beneficial to the Debtors, as it will reduce
the total payments the Debtors will have to make with respect to
the Slot Machines.  Specifically, the monthly lease payment for
the Slot Machines will be reduced from $193,000 to $141,000.

The Debtors also seek Court authority to incur indebtedness with
respect to the Slot Machine Purchase.

Pursuant to the parties' Agreement, IGT agrees to finance the
amount of the Slot Machine Purchase by accepting payment in 19
equal monthly installments.  However, IGT requires a first
priority purchase money security interest in the Slot Machines,
consistent with their practice with the Debtors before the
Petition Date and in the industry in general, Mr. Weiner notes.
He maintains that the Slot Machines will have value well beyond
the end of the proposed 19-month payment term and thus, it makes
financial sense for the Debtors to acquire ownership of the Slot
Machines.

Mr. Weiner notes that the DIP Lenders have consented to the
extension of the credit and the granting of the Lien.

In a separate filing, Mr. Weiner relates that the hearing on the
Debtors' request to buy 480 slot machines was adjourned
indefinitely pending the resolution of certain informal objections
raised by the Official Committee of Unsecured Creditors.
Accordingly, the Debtors filed modifications to their original
request:

  -- with respect to slot machines attributable to WMS Gaming, a
     slot machine vendor, the Debtors, in consultation with
     gaming consultant Fine Point Group, and WMS negotiated new
     payment terms whereby the Debtors accelerated payment of
     the balance owed for the Slot Machines, resulting in
     approximately $200,000 of savings;

  -- with respect to the Slot Machines attributable to
     International Game Technology, the Debtors renegotiated the
     terms of the contract to change the individual slot
     machines purchased, which will result in a more attractive
     selection for customers.

               Bid to Purchase Tax Credits Withdrawn

The Debtors intended to purchase Michigan tax credits for the 2009
tax year from Painia Development Corp. and Marquette Train Depot
LLC for $2,130,000.  Painia and Marquette Train intend to sell the
Michigan tax credits for the 2009 tax year for $0.89 to $0.91 per
dollar.

Each Tax Credit purchased will provide the Debtors with a one
dollar credit against the Debtors' 2009 Michigan tax liability,
according to Mr. Weiner.

By purchasing the Tax Credits, the Debtors will have saved
approximately $210,000, Mr. Weiner asserted.  The Debtors will
also be able to stop making the quarterly Michigan Estimated Tax
Payments that they are currently obligated to pay.  Instead, the
proposed Purchase will allow the Debtors to retain the amounts
and use it for their operations, he averred.

The Debtors subsequently withdrew their request on April 13,
2009, without prejudice.  No reason was given for the withdrawal.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

(Greektown Casino Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GREEKTOWN CASINOS: Won't Assign City of Detroit Pact to 3rd Party
-----------------------------------------------------------------
Greektown Casino and its debtor-affiliates reiterated before the
U.S. Bankruptcy Court for the Eastern District of Michigan that
they merely seek authority to assume their Development Agreement
with the City of Detroit and the Economic Development Corporation
of the City of Detroit, and continue to perform under the
Agreement.  Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in
Bloomfield Hills, Michigan, said the Debtors do not intend to
assign the Development Agreement to any other party.

The Debtors noted that the City of Detroit seems intent on
blocking them from assuming the Development Contract by citing
certain provisions of Section 365 of the Bankruptcy Code.  Mr.
Weiner said Section 365 is clear that it does not prevent a
debtor-in-possession from assuming, and continuing to perform
pursuant to, an executory contract in a Chapter 11 reorganization,
but rather serve only to prevent the assignment of a contract by a
trustee to a third party other than the debtor or debtor-in-
possession in violation of non-bankruptcy "applicable" state or
federal law -- none of which apply to the Debtors' request.

Should the City succeed in blocking the Debtors' right to assume
the Development Contract and terminating the Contract by enforcing
its "ipso facto clauses," the City will have destroyed any chance
for reorganization in the Debtors' cases as the Debtors would be
forced to immediately cease operations, irretrievably losing
tremendous value, and dashing any hopes for recovery for the
creditors of the Debtors' estates, Mr. Weiner said.

         Detroit Reply Under Seal, Depositions Granted

Judge Walter Shapero authorized the City to file its responses to
the Debtors' requests under seal.  In a separate order, Judge
Shapero approved the Debtors' and the City of Detroit's request to
take certain limited depositions.

The Detroit Free Press reports that counsel for the City of
Detroit argued before Bankruptcy Judge Shapero that Greektown
Casino "has failed multiple times to fulfill promises it made to
the City . . . that are crucial to a tax break."

A 5% tax rollback could improve Greektown's cash flow by up to
$15 million annually, Mary Francis Masson of the Detroit Free
Press relates.  Greektown previously asserted that it is entitled
to this tax rollback by virtue of the opening of the Greektown
Casino Hotel Complex in February 2009.

Representing the City, Michael J. Schaller Esq., at Shefsky &
Froelich, enumerated to the Court certain instances whereby
Greektown Casino is noted not to have performed under its
Development Agreement with the City, the newspaper notes.  The
news source quoted Mr. Schaller as saying:

  -- Greektown Casino's bankruptcy filing violated the Contract;

  -- Greektown never completed a public hearing that required it
     to offer 10% ownership; and

  -- Greektown owe the City $660,000 in related fees.

Greektown refuted the City's allegations.

Amidst the dispute over the tax rollback, the Michigan Gaming
Control Board also needs to make a stand on the matter, Ms.
Masson of the Detroit Free Press cites.  The Board has the
authority to grant the tax rollback.  "The precedent says we wait
for the City of Detroit to tell us that the city is in full
compliance.  That would be the triggering event for us.  We would
defer to the City of Detroit in that regard," Gaming Board
Chairman Damian Kassab told the news source.

The Detroit Free Press says Judge Shapero, together with an
attorney representing the City of Detroit and an attorney
representing Greektown Casino estate, toured the Casino Complex on
April 7, 2009.

In line with the parties' ongoing discovery process, the City of
Detroit has served subpoenas on:

  -- Melissa A. Langridge, Esq., a partner at Honigman Miller
     Schwartz and Cohn LLP;

  -- Andrea L. Hansen, Esq., a partner at Honigman Miller;

  -- Clifford J. Vallier;

  -- William Williams, Greektown's Vice President of Guest
     Services;

  -- Charles Moore, a member of Conway MacKenzie & Dunleavy;

  -- Thane Carlston, managing director of Moelis & Company; and

  -- David Groban, an associate at Moelis & Company.

All the subpoenas by the City were served on March 24, 2009,
except for the subpoena for Mr. Moore, which was served on
April 1, 2009.

Likewise, the Debtors served subpoenas on March 20, 2009, on Anne
Marie Langan, the deputy director of the City of Detroit, and
Irvin Corley, Jr., a director of the City of Detroit.

               Parties Agree on MGCB's Function

The Debtors, the Michigan Gaming Control Board, and the City of
Detroit have agreed that none of the determinations of the Court
with respect to the Debtors' request for authority to assume the
revised Development Agreement among Debtor Greektown Casino LLC,
the City of Detroit, and the Economic Development Corporation of
the City of Detroit, will be binding on the Board in exercising
its regulatory powers under Section 432.212(7) of the Michigan
Compiled Laws.

The Board will not be bound by principles of either res judicata
or collateral estoppel with respect to the Court's findings of
fact, conclusions of law, or its final determination and order
with respect to the Debtors' request.  Instead, the Board will
retain its full authority and discretion to make its
determinations under the "Rollback Provision."

The Stipulating Parties further agree that:

  -- any party may present the history of the proceedings of the
     Debtors' Request to the Board as evidence in making its
     determinations under the Rollback Provisions, and the Board
     may, in its sole discretion, determine the probative value
     of the Proceedings; and

  -- none of the Court's determinations with respect to the
     Debtors' Request will constitute or be construed as a
     determination regarding the impact of the filing or
     continuation of the Debtors' bankruptcy cases on the
     ongoing regulatory powers of the Board, and all rights of
     the Board with respect to its ongoing regulatory powers,
     and the rights of any other party-in-interest to oppose any
     interpretation, or the applicability or extent of any
     ongoing regulatory powers, are expressly preserved.

                        Interested Buyers

A number of entities are interested in bidding for the acquisition
of Greektown's Casino complex, Detroit Free Press relates in a
separate report.  The potential buyers though maintain that a tax
rollback is crucial to their offer because it would put Greektown
under the same tax rate as its competitors MotorCity and MGM
Grand, the newspaper relates.

As widely reported, Tom Celani, a Michigan businessman, is one of
those interested in buying the Casino complex.  Mr. Celani has
partnered with Plainfield Asset Management L.L.C., a Connecticut-
based hedge fund to bid for Greektown's Casino.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operates world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to
$500 million.

(Greektown Casino Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


GUNDLE/SLT ENVIRONMENTAL: Operating Results Cue S&P's Junk Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on Houston, Texas-based Gundle/SLT
Environmental Inc. to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, Standard & Poor's lowered its issue-level rating
on GSE's $150 million 11% senior unsecured notes to 'CCC' (one
notch lower than the corporate credit rating) from 'CCC+'.  The
recovery rating remains at '5', indicating the expectation for
modest (10%-30%) recovery in the event of a payment default.

"The downgrade follows weaker-than-expected operating results as
eroding demand and an inability to fully pass through higher raw
material prices impacts GSE's earnings," said Standard & Poor's
credit analyst Ket Gondha.  "While key measures of credit quality
remain at acceptable levels, the company's depressed operating
results reduce the amount of cushion available for covenant
compliance, and S&P is concerned about a potential covenant
violation in 2009."  The run-up in resin prices in 2008 has also
left GSE with diminished liquidity, reducing the company's ability
to withstand working capital fluctuations in an uncertain economic
environment.

The rating on GSE reflects the limited scope of the Company's
operations, the commodity nature of its products, limited
liquidity and cushion under covenants, its vulnerability to
fluctuating raw material costs, and its highly leveraged financial
risk profile.  The company's market position as the largest
manufacturer of geomembrane liners, its global manufacturing and
distribution capabilities, and relatively stable end markets
partially offset these factors.

With annual sales of about $465 million, GSE is one of the largest
participants in the estimated $1 billion U.S. geosynthetics
market.  The Company competes primarily in the geomembrane
subsegment, with applications in solid waste containment (about
45% of total sales), liquid containment, and mining.  The
geomembrane market is price competitive and has modest barriers to
entry, including customer relationships and established service
capabilities associated with the installation of products.  GSE's
competitors include regional, privately owned companies.

The outlook is negative.  Global economic weakness resulted in a
significant reduction in orders during the fourth quarter of 2008.
A run-up in resin prices last year has left the company with
higher inventory levels that are being sold off at lower levels,
negatively impacting earnings and S&P's expectations with respect
to the cushion under financial covenants.  The Company also has
limited liquidity to withstand working capital swings and any
additional earnings deterioration in an uncertain economic
environment.  S&P could lower the ratings further if cushion under
covenants or availability under the revolver weaken beyond S&P's
expectations, even if credit metrics remained near current levels.
S&P could revise the outlook to stable or raise the ratings if the
Company's operating performance results in improvements to the
covenant cushion or if liquidity is bolstered by an improving
trend in operating results.


HALLWOOD ENERGY: Receives Final Approval to Use Cash Collateral
---------------------------------------------------------------
Hallwood Energy LP received final approval from the U.S.
Bankruptcy Court for the Northern District of Texas (Dallas) to
use cash representing collateral for secured lenders, Bloomberg's
Bill Rochelle reported.

Hallwood, according to the report, owes $115 million on two
secured loans from Hall Phoenix Inwood Ltd. plus $30 million on
convertible unsecured notes.

Based in Dallas, Hallwood Energy, L.P. --
http://www.hallwoodenergy.com/-- is an upstream energy
corporation engaging in the exploration, acquisition, development
and production of oil and gas properties.  The company and five
(5) of its debtor-affiliates filed separate petitions for Chapter
11 relief on March 1, 2009 (Bankr. N.D. Tex. Lead Case No.
09-31253).  Scott Mark DeWolf, Esq., and Kathleen M. Patrick,
Esq., at Rochelle McCullough L.L.P., represent the Debtors as
counsel.  Brian A. Kilmer, Esq., at Okin Adams & Kilmer LLP,
represents the Official Committee of Unsecured Creditors as
counsel.  The Debtors' business consultant and CRO is Blackhill
Partners LLC.  When the Debtors filed for Chapter 11 protection,
they listed assets of between $50 million and $100 million, and
debts of between $100 million and $500 million.


HICKS SPORTS: Fails to Pay Debt, May Lose Club & Franchise
----------------------------------------------------------
Matthew Futterman at The Wall Street Journal reports that
creditors to Tom Hicks' Hicks Sports Group have declared the
company in default.

WSJ relates that a group of 40 financial institutions and other
investors hold $525 million in debt, with New York sports-
financing group Galatioto Sports Partners holding the largest
position, having lent Hicks Sports almost $100 million.

According to WSJ, Mr. Hicks missed a $10 million quarterly
interest payment on March 31, 2009, triggering the default notice.
WSJ states that Mr. Hicks could eventually lose the Texas Rangers
baseball club and Dallas Stars hockey franchise.  Citing a person
familiar with the matter, WSJ states that the teams failed to fund
their operating expenses and debt service, and Mr. Hicks has
declined to continue using his own money to make up the
difference.

WSJ says that the default notice begins a process that could put
the banks in control of the teams.  WSJ notes that lenders have
agreed to the National Hockey League provisions that prevent
immediate foreclosure, but if Hicks Sports still can't satisfy
lenders, the creditors can eventually force a Major League
Baseball-sanctioned sale of the Rangers.  According to WSJ, Mr.
Hicks must pay off his current debt or reach a new deal with his
lenders.

While negotiating a new deal with the lenders, Mr. Hicks is
selling a minority stake in the Rangers and Stars, WSJ relates.
Mr. Hicks, WSJ states, said that he will fund operational losses
of the teams but wants the banks to cover interest payments.  WSJ
quoted Mr. Hicks as saying, "I'm confident that I'll be able to
reach agreement with 51% of the lenders because I will be able to
fund all the cash needs of the two teams during the period that
I'm bringing in new partners, which will help us to drastically
reduce if not eliminate HSG's debt.  These are great sports
franchises and they're valuable assets and I want to make sure I
have ample time to identify appropriate partners to invest at a
fair value."

                        About Hicks Sports

Hicks Sports Group -- http://www.hickssportsgroup.com/-- was
formed in 1999 as a sports and entertainment holding company
controlled by Thomas O. Hicks.  Prior to the formation of HSG, Mr.
Hicks acquired the Dallas Stars in 1996 and then acquired the
Texas Rangers from the George W. Bush/Edward W. Rose partnership
in 1998.  HSG was formed to oversee the Hicks family's sports
teams, as well as the Hicks family's sports-related real estate
developments.

In a joint venture with an affiliate of the Dallas Mavericks, HSG
owns a 50% stake in Center Operating Company, the group that
manages and leases the American Airlines Center, which is home to
the Dallas Stars and the Dallas Mavericks NBA team.  Further, HSG
operates Hicks Sports Marketing Group, an entity formed in 2006 to
represent sports branding opportunities and corporate sponsorships
for HSG, most notably for the Stars, the Rangers, and real estate
projects related to Hicks' sports venues.  HSG has an interest in
eight Dr. Pepper StarCenter facilities, including the StarCenter
in Frisco, Texas, that serves as the practice facility for the
Dallas Stars, and owns approximately 40 acres surrounding the Dr.
Pepper/7 Up Ballpark in Frisco, which is designated for future
mixed-use development.  In Arlington, HSG is involved in the
development of over 100 acres, as an exciting mixed-use
development focused on restaurants and entertainment, planned
between the Rangers Ballpark in Arlington and the new Dallas
Cowboys Stadium.


HINES HORTICULTURE: Amended Joint Plan Declared Effective
---------------------------------------------------------
Hines Horticulture's First Amended Joint Plan of Reorganization,
with technical amendments, became effective, and the Company
emerged from Chapter 11 protection, Bankruptcy Data reports.

As reported by the Troubled Company Reporter, Hines Horticulture
won from the U.S. Bankruptcy Court for the District of Delaware
approval of its reorganization plan on January 28, 2009.

The reorganization plan provides for:

    -- Full payment to secured creditors on their $35.9 million in
       claims;

    -- Payment to unsecured creditors, including holders of
       $175 million in 10.25% senior notes due 2011, from 7.2% of
       future profits of NewCo, the entity created by Black
       Diamond to conduct Hines' former businesses; and

    -- Zero recovery to holders of equity interests in the
       company.

As reported by the Troubled Company Reporter in December, the Hon.
Kevin J. Carey authorized the sale of substantially all assets of
Hines Horticulture and Hines Nurseries to an affiliate of Black
Diamond Capital LLC.  The Black Diamond unit was declared the
winning bidder when no other competing offers were made.  The
Black Diamond unit offered to pay $58 million in cash and assume
more than $45.9 million in debts.

The Plan requires the consummation of the sale before the Plan
could be declared effective. A copy of the Plan is available at:

A full-text copy of the Debtors' First Amended Joint Plan is
available for free at:

      http://bankrupt.com/misc/Hines_1stAmendedJointPlan.pdf

                     About Hines Horticulture

Headquartered in Irvine, California, Hines Horticulture, Inc. --
http://www.hineshorticulture.com/-- operates nursery facilities
located in Arizona, California, Oregon and Texas.  Through its
affiliate, the company produces and distributes horticultural
products.  The company and its affiliate, Hines Nurseries, Inc.,
filed for Chapter 11 protection on Aug. 20, 2008 (Bankr. D. Del.
Lead Case No.08-11922).  Anup Sathy, Esq., Ray C.Schrock, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructure efforts.  Robert S. Brady, Esq.,
and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor,
serve as the Debtors' co-counsel.  The Debtors selected Epiq
Bankruptcy Solutions LLC as their voting and claims agent, and
Financial Balloting Group LLC as their securities voting agent.
The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors in the Debtors' case.
In its schedules, Hines Horticulture, Inc. listed total assets of
$30,068 and total debts of $218,052,380.  In its schedules, Hines
Nurseries, Inc. listed total assets of $229,231,003 and total
debts of $228,698,592.


HOUSTON PROMENADE: Files List of Largest Unsecured Creditors
------------------------------------------------------------
Houston Promenade Associates I, Ltd., filed with the U.S.
Bankruptcy Court for the Southern District of Texas a list of its
largest unsecured creditors, disclosing:

   Creditor                    Nature of Claim   Claim Amount
   --------                    ---------------   ------------
Millennium Development Corp.   Business Loan      $1,756,371
7373 E Doubletree Ranch Road,
No. 225 Scottsdale, AZ 85258

John N. Vatistas               Loan                 $62,550
6831 E. 5th Avenue
Scottsdale, AZ 85251

Scottsdale, Arizona-based Houston Promenade Associates I. Ltd.
filed for Chapter 11 protection on April 6, 2009 (Bankr. S. D.
Tex., Case No. 09-32395).  Rogena Jan Atkinson, Esq., represents
the Debtor in its restructuring efforts.  The Debtor listed
estimated assets of $10 million to $50 million and estimated debts
of $1 million to $10 million.


HUBBARD AUTOMOTIVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Hubbard Automotive/Lake Norman, LLC
        12815 Statesville Road
        Huntersville, NC 28078
        Tel: (704) 625-8098

Bankruptcy Case No.: 09-30806

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Company Description: Hubbard Automotive/Lake Norman, LLC
                     operates as a car dealership.

                     See http://www.hondaoflakenorman.com/

Debtor's Counsel: Travis W. Moon, Esq.
                  Hamilton Moon Stephens Steele Martin
                  2020 Charlotte Plaza
                  201 S. College Street
                  Charlotte, NC 28244-2020
                  Tel: (704) 344-1117

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

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

The petition was signed by Reginal T. Hubbard, president of the
Company.

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

             http://bankrupt.com/misc/ncwb09-30806.pdf


IDEARC INC: U.S. Trustee To Hold Sec. 341(a) Meeting on May 11
--------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in Idearc Inc.'s Chapter 11 case on May 11, 2009, at 1:30 p.m., at
801 Main Street, Room C130, Dallas, Texas.

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

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

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

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

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


INDALEX HOLDINGS: Gets Interim Approval of $42.5 Million DIP Loan
-----------------------------------------------------------------
Indalex Holdings Finance Corp. obtained from the U.S. Bankruptcy
Court for the District of Delaware interim approval for what is
intended eventually to be an $85.9 million secured credit provided
by JPMorgan Chase Bank NA, as administrative agent for the
lenders.

Indalex has authority to borrow $42.5 million until a final
hearing on April 27.

The newly appointed creditors' committee tried to block the
expedited approval of the interim financing at the hearing held
April 8.

                      About Indalex Holdings

Indalex Holding Corp., a wholly-owned subsidiary of Indalex
Holdings Finance Inc., through its operating subsidiaries Indalex
Inc. and Indalex Ltd., with headquarters in Lincolnshire,
Illinois, is the second largest producer of soft alloy extrusion
products in North America. The company's aluminum extrusion
products are widely used throughout industrial, commercial and
residential applications and are customized to meet specific end-
user requirements.  Indalex operates 10 extrusion facilities, 29
extrusion presses with circle sizes up to 20 inches, a variety of
fabrication and close tolerance capabilities, two anodizing
operations, two billet casting facilities, and six electrostatic
paint lines, including powder coat capability.

Indalex is indirectly controlled by private-equity investor
Sun Capital Partners Inc. Sun Capital purchased Indalex in 2005
from Honeywell International Inc. for $425 million.
Indalex is the 12th investment by Boca Raton, Florida-based
Sun Capital to file in Chapter 11 since January 2006.

Indalex Holdings and four affiliates filed for Chapter 11 on March
20 (Bankr. D. Del., Lead Case No. 09-10982).  Donald J. Bowman,
Jr., Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington,
Delaware, has been tapped as counsel.  Epiq Bankruptcy Solutions
LLC is the claims and noticing agent.  In its bankruptcy petition,
Indalex listed assets of $356 million against debt totaling
$456 million.


JAMES RHODE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: James A. Rhode
        Naomi R Rhode
        95 Biltmore Estates
        Phoenix, AZ 85016

Bankruptcy Case No.: 09-07133

Chapter 11 Petition Date: April 10, 2009

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: James E. Cross, Esq.
                  jcross@omlaw.com
                  Osborn Maledon P.A.
                  2929 N. Central Ave. #2100
                  Phoenix, AZ 85012
                  Tel: (602) 640-9307
                  Fax: (602) 664-2077

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bankers Trust Company N.A.     property          $11,400,000
453 7th Street
P.O. Box 897
Des Moines, IA 50304

M&I Marshall & Ilsley Bank     property          $1,889,380
P.O. Box 2045                  secured:
Milwaukee, WI 53201            $1,800,000

Desert Hills Bank              property          $1,250,000
3001 E. Camelback Road
Phoenix, AZ 85016

FIRST FIDELITY BANK, N.A.      property          $750,000
Greenway-Hayden Office
SCOTTSDALE, AZ 85260

Valley Bank of Arizona         property          $500,000
3550 North Central             secured:
Phoenix, AZ 85012              $3,150,000;
                               senior lien:
                               $3,000,000

First Horizon Home Loans       property          $320,000

Sunbank, N.A.                                    $250,000

Towne Bank of Arizona          revolving line    $206,000

Wells Fargo Bank, N.A.         loan              $199,005

Bank of Arizona                unsecured line    $161,493

D&M Rittenhouse Contractors    promissory note   $100,000
Inc.

Desert Hills Bank              unsecured loan    $100,000

Bank of America                credit card       $81,864

M&I Marshall & Ilsley Bank     unsecured line    $65,451

Citicards                      credit card       $15,175

American Express               credit card       $1,568

Southwest Gas Corporation      utility           $87


JOHN HENRY: Ivy Hill Acquisition Won't Affect Moody's Ratings
-------------------------------------------------------------
Moody's Investors Service said all ratings of John Henry Holdings,
Inc., a wholly-owned subsidiary of Multi Packaging Solutions,
Inc., are unchanged following MPS' acquisition of certain assets
of Ivy Hill Corporation on April 9, 2009.

The last rating action occurred on March 20, 2008 when Moody's
affirmed JHH's B2 CFR and upgraded the ratings on the senior
secured credit facilities.

Multi Packaging Solutions is a leading print and packaging company
for the multi-media, cosmetics, healthcare, horticultural, and
value-added consumer markets.

Headquartered in New York City, the company is privately held and
generated pro forma revenues in excess of $500 million for the
twelve months ended December 31, 2008.


JOSEPH DIEKEMPER: Sentenced to 10 Years in Prison
-------------------------------------------------
The Associated Press reports that Joseph Diekemper has been
sentenced to 10 years of imprisonment in connection with a federal
bankruptcy fraud case linked to the unsolved killings of two
people.

According to The AP, Mr. Diekemper pleaded guilty to conspiracy to
commit bankruptcy fraud and perjury.

As reported by the Troubled Company Reporter on March 11, 2009,
U.S. District Court Judge G. Patrick Murphy sentenced Margaret
Diekemper, accused with her husband of conspiring to hide assets
in a bankruptcy case, to two years of probation.

The AP said that Mr. Diekemper and his wife were accused of hiding
an expensive tractor from creditors by taking it to the rental
property of George Weedon.  Mr. Weedon and his wife turned up dead
in April 2007, two days after Mr. Weedon approached the FBI about
the tractor.  No one has been charged in the killings, according
to the report.

The Diekempers filed for bankruptcy in 2004, claiming assets of
$1.7 million and liabilities of almost $5 million, although
bankruptcy officials and the bank managing their property
suspected that they weren't telling the truth.  According to The
AP, that bank took out in April 2007 a large ad in the Carlyle
Union Banner warning that anyone helping the Diekempers hide their
possessions could be breaking the law.


JOSEPH TAGLIARINI: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Joseph Michael Tagliarini
        7 Calle Careyes
        San Clemente, CA 92673

Bankruptcy Case No.: 09-12872

Chapter 11 Petition Date: March 31, 2009

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

Judge: Erithe A. Smith

Debtor's Counsel: Andrew S. Bisom, Esq.
                  Law Offices of Andrew S. Bisom
                  695 Town Center Drive, Suite 700
                  Costa Mesa, CA 92626
                  Tel: (714) 245-8800
                  Email: abisom@bisomlaw.com

Total Assets: $1,840,500

Total Debts: $4,512,211

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

             http://bankrupt.com/misc/cacb09-12872.pdf


JOURNAL REGISTER: State Officials Object JRC Executives' Bonuses
----------------------------------------------------------------
The Associated Press reports that officials in Pennsylvania have
objected Journal Register Co.'s plan to pay its top executives up
to $1.7 million in bonuses.

Attorney General Tom Corbett said in court documents that the
bonuses amount to a worker retention plan that doesn't meet
federal bankruptcy law standards.

According to The AP, Journal Register's motion for "incentive
pay," which is yet to be approved by the court, applies to 31 "key
employees" who can receive bonuses for cutting jobs, eliminating
publications and reaching certain financial targets.  The dates
for achieving these goals will have largely passed by the time the
court hears Journal Register's arguments for the plan, the report
says, citing Mr. Corbett.  According to the report, Mr. Corbett
said that the goal of incentive plans should be "to provide
motivation for future performance ... not to reward past
performance."

                      About Journal Register

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

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


KNIGHT-CELOTEX: U.S. Trustee Sets Section 341(a) Meeting for May 6
------------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in Knight-Celotex, LLC's Chapter 11 cases on May 6, 2009, at
1:30 p.m., at 219 South Dearborn, Room 802, Chicago, Illinois.

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

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

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

The Debtor filed for Chapter 11 protection on April 6, 2009
(Bankr. N. D. Ill. Case No. 09-12200).  Scott R. Clar, Esq., at
Crane Heyman Simon Welch & Clar represents the Debtor in its
restructuring efforts.  The Debtor said it has assets and debts
ranging $10 million to $50 million.


KEOKUK AREA: Moody's Affirms 'B3' Rating on $6.1 Mil. Debt
----------------------------------------------------------
Moody's Investors Service has affirmed Keokuk Area Hospital's B3
debt rating.  This action affects approximately $6.1 million of
outstanding Series 1998 revenue bonds issued by the City of
Keokuk, Iowa.  The outlook remains negative.

Legal Security: The Series 1998 bonds are secured by a gross
revenue pledge of KAH.  KAH is the only member of the obligated
group.  KAH is a member of the Keokuk Health System, Inc. KAH
represents approximately 78% of KHS total revenues.  Other
affiliates of KHS include: (a) Organized Delivery System, Inc., a
small local health plan; (b) Tri-State Medical Group, a local
physician practice; and (c) Keokuk Area Medical Equipment and
Supply, Inc.

Interest Rate Derivatives: None.

                            Strengths

* Improved operating performance in fiscal years 2007 and 2008.
  In audited fiscal year 2008, KAH recorded operating income of
  $672,000 (2.0% operating margin) and operating cash flow of $2.3
  million (6.8% operating cash flow margin).  Results in FY 2008
  were in line with those in FY 2007, when KAH recorded an
  operating margin of 1.5% and operating cash flow margin of 7.1%.
  Results generally were more modest prior to FY 2007, as KAH
  recorded an operating loss and modest operating cash flow in
  each year between FY 2003 and FY 2006 (with the exception of FY
  2005).  The generally favorable results in FY 2008 benefited
  from an improved reimbursement formula for Medicare Dependent
  status hospitals (which benefited both FY 2007 and FY 2008) and
  a rebound in inpatient admission volumes and total surgery
  volumes in FY 2008 (2.3% and 7.1% growth, respectively) after
  both volume indicators declined in fiscal years 2006 and 2007.
  Moody's notes with concern, however, that operating results are
  weaker in interim FY 2009, as KAH recorded an operating loss of
  $351,000 through the first five months of FY 2009 (2.8%
  operating loss margin, after reclassifying $161,000 of subsidies
  to physicians as an operating expense) and operating cash flow
  of $372,000 (3.0% margin), compared to an operating margin of
  0.3% and operating cash flow margin of 5.9% for the same period
  FY 2008.  According to KAH management, the more modest results
  in interim FY 2009 are due to Medicare reimbursement changes
  that came into effect in late calendar year 2008.  Based on
  interim FY 2009 results, management does not expect FY 2009 to
  match performance achieved in FY 2008.

* Adequate adjusted debt ratios for a B-rated credit, with 3.6
  times debt-to-cash flow and 1.7 times peak debt service coverage
  based FY 2008 results.  Debt ratios in FY 2009 will be more
  modest, however, unless performance unexpectedly improves
  materially in the second half of the current fiscal year.

* Market leader in the City of Keokuk, Iowa, as the closest acute
  care providers are 50-staffed bed Fort Madison Community
  Hospital (19 miles north of Keokuk in Fort Madison, Iowa) and
  15-staffed bed Memorial Hospital (16 miles east of Keokuk in
  Carthage, Illinois).  Management estimates that KAH captures
  approximately 80% market share of a primary service area that
  covers the City of Keokuk, Iowa and southern Lee County, Iowa.
  Additionally, KAH faces very little physician competition in the
  area.

                            Challenges

* While improved somewhat at fiscal year end 2008 and interim FY
  2009 compared to prior years, KAH's liquidity position is quite
  modest.  At FYE 2008 (September 30 year end), KAH's unrestricted
  cash increased to $2.3 million from $1.5 million at FYE 2007.
  As a result, cash on hand and cash-to-debt improved to a still
  weak 26 days and 28%, respectively, at FYE 2008 from 19 days and
  19% at FYE 2007.  Unrestricted cash measured $2.2 million at
  February 28, 2009 (28 days cash on hand), essentially unchanged
  from FYE 2008.  KAH's liquidity position remains a fundamental
  credit concern.  KAH's cash is invested very conservatively, as
  all of KAH's unrestricted liquidity is invested in certificates
  of deposit and money market funds.

* Small service area with struggling demographics in Lee County,
  Iowa.  According to the U.S. Census Bureau, the county's
  population decreased an estimated 6.4% between April 2000 and
  July 2007.  Additionally, the county's median income is below
  state and national averages.  Accordingly, KAH operates with a
  small patient base of just over 3,000 inpatient admissions and
  is very reliant on a handful of physicians for admissions.

* Despite profitability in fiscal years 2007 and 2008, KAH has a
  track record of variable operating performance.

* Very modest capital spending in recent years, as KAH's capital
  spending ratio (the ratio of additions to property, plant and
  equipment divided by depreciation expense) averaged a low 0.26
  times over the last five fiscal years (the median capital
  spending ratio is 1.5 times).  Consequently, KAH's average age
  of plant has increased steadily in recent years, measuring a
  high 16 years in FY 2008.

                             Outlook

The negative outlook reflects Moody's concern that KAH's
historically variable operating performance will continue to
stress the hospital's already very thin liquidity.  Given the
track record of modest cash flow generation, it is unlikely that
KAH will improve its liquidity position materially in the coming
years.

               What could change the rating -- UP

Material liquidity gains without additional debt; sustained
improvement in operating margins.

               What could change the rating -- DOWN

Return to weaker operating margins or reduction in absolute
unrestricted liquidity.

Key Indicators:

Assumptions & Adjustments:

  -- Based on Keokuk Area Hospital financial report

  -- First number reflects audited FY 2007 for the year ended
     September 30, 2007

  -- Second number reflects audited FY 2008 for the year ended
     September 30, 2008

  -- Losses on disposition of property and equipment removed from
     results ($9,918 in FY 2007, negligible in FY 2008)

  -- Investment returns smoothed at 5%

* Inpatient admissions: 3,297; 3,374

* Total operating revenues: $31.4 million; $33.6 million

* Moody's-adjusted net revenues available for debt service: $2.5
  million; $2.7 million

* Total debt outstanding: $8.3 million; $8.1 million

* Maximum annual debt service (MADS): $1.6 million; $1.6 million

* MADS Coverage with reported investment income: 1.55 times; 1.65
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 1.55 times; 1.70 times

* Debt-to-cash flow: 4.31 times; 3.59 times

* Days cash on hand: 19.0 days; 26.2 days

* Cash-to-debt: 18.6%; 28.2%

* Operating margin: 1.5%; 2.0%

* Operating cash flow margin: 7.1%; 6.8%

                            Rated Debt

Issued through City of Keokuk, Iowa (debt outstanding as of
September 30, 2008):

  -- Series 1998 Fixed Rate Hospital Revenue Bonds ($6.16 million
     outstanding), rated B3

The last rating action was on May 30, 2008 when KAH's B3 rating
was affirmed and the outlook remained negative.


KNIGHT INC: Fitch Affirms Issuer Default Rating at 'BB+'
--------------------------------------------------------
Fitch Ratings has affirmed the outstanding ratings for Knight
Inc.:

  -- Issuer Default Rating at 'BB+';

  -- Secured notes and debentures to at 'BB+';

  -- Secured credit facility at 'BB+';

  -- Capital trust securities (KN Capital Trust I and III) at 'BB-
     '.

The Rating Outlook is Stable.

Knight (formerly Kinder Morgan, Inc.) is a privately owned company
with ownership interests in two businesses: the 2% general partner
interest and approximately 22 million limited partner units in
Kinder Morgan Energy Partners, L.P. (rated 'BBB' with a Stable
Outlook by Fitch) and approximately 11 million shares of its
affiliate Kinder Morgan Management, LLC; and a 20% interest in
NGPL PipeCo LLC (NGPL; rated 'BBB-' with a Stable Outlook by
Fitch).  KMP is the largest master limited partnership, owning and
operating a diverse portfolio of primarily fee-based energy
infrastructure assets in the U.S. and Canada.  NGPL provides
interstate natural gas transportation and storage services
primarily in the Chicago and Midwest markets.  Distributions from
KMP and NGPL contribute approximately 95% and 5% of Knight's cash
flow, respectively.

Knight's ratings and Stable Rating Outlook are based on these
favorable considerations: asset sales and debt reduction have met
or exceeded expectations; execution risk associated with de-
leveraging is no longer an issue; prospectively Knight should have
minimal liquidity requirements and substantial free cash flow;
operating performance at KMP and NGPL has met expectations; and
Knight's remaining investments have significant market value and
liquidity, providing financial flexibility.

The ratings also recognize that Knight's cash flow is subordinated
to debt service and maintenance capital expenditures at KMP and
NGPL.  Of modest concern is the possibility Knight could
ultimately unwind its private structure through an initial public
offering which could result in an entity with a weaker credit
profile.  Also of modest concern is the possibility that Knight
would increase its debt leverage in order to fund future purchases
of KMP equity to support KMP's growth capital expenditures.
Knight has committed to purchase up to $750 million of KMP common
equity if needed.  However, given KMP's demonstrated access to
debt and equity capital markets in late 2008 and early 2009, Fitch
believes it is unlikely KMP would require Knight's help.

Over the past year Knight's total debt has dropped from nearly $9
billion on Dec. 31, 2007 to under $3 billion on Dec. 31, 2008.
Fitch expects Knight's standalone Debt to EBITDA to approximate
3.0 times (x) for 2009 and improve in future years as KMP's LP and
GP distributions increase.  Knight's 'BB+' rating is consistent
with its current credit measures and the quality of the cash flow
up-streamed from KMP and NGPL.


LANDAMERICA FIN'L: Has $10 Million Bid for Home Warranty Business
-----------------------------------------------------------------
LandAmerica Financial Group Inc. has a buyer willing to pay $10
million for its home warranty and inspection businesses,
Bloomberg's Bill Rochelle reported.

According to the report, the prospective buyer is Buyers
Protection Group Inc.  Other bids would be due May 7 if the
bankruptcy court agrees with proposed auction and sale procedures.

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

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

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

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

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


LANDSOURCE COMMUNITIES: Creditors Committee Seeks Plan Delay
------------------------------------------------------------
The creditors' committee for LandSource Communities Development
LLC filed papers asking the bankruptcy judge in Delaware to put
off the hearing scheduled for April 17 to consider approval of the
disclosure statement explaining the proposed Chapter 11 plan,
Bloomberg's Bill Rochelle said.

The Committee said in its April 7 papers that the current draft of
the disclosure statement has so many blanks that the hearing
shouldn't go forward next week.  For example, the current
draft doesn't list the amount of claims or provide an estimate
for creditors' recoveries.

The Committee also said the plan is "unconfirmable on its face."

The Bankruptcy Court will consider delaying the disclosure
statement hearing when the hearing itself begins on April 17.

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

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

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


LAZY DAYS: To Acquire Fleetwood Trailer Inventory for $2.2MM
------------------------------------------------------------
Fleetwood Enterprises and its affiliates ask the U.S. Bankruptcy
Court for the Central District of California for authority to sell
their travel trailer inventory to Lazy Days' R.V. Center, Inc.,
free and clear of liens, claims, interests and encumbrances.

Bankruptcy Data reports that Lazy Days offered an aggregate cash
purchase price of $2,250,968.  The inventory includes 154 finished
travel trailer units, comprising all of Fleetwood Enterprises'
remaining inventory in the travel trailer realm, the report says.

Lazy Days is one of seven entities named to the official committee
of unsecured creditors in the bankruptcy cases of Monaco Coach
Corporation, maker of motorized and towable recreational vehicles,
according to the Troubled Company Reporter on March 27, 2009.

                         About Lazy Days

Based in Seffner, Florida, Lazy Days' R.V. Center Inc., is a
single-site dealer of new and previously-owned recreational
vehicles.  The Company is a primary point of distribution for
eight of the leading manufacturers in the recreational vehicle
retail industry.  The Company is widely recognized in the RV
community as the premier destination for RV enthusiasts.  Lazy
Days' is a wholly owned subsidiary of LD Holdings, Inc.

As reported by the Troubled Company Reporter in November 2008,
Lazy Days said it would not pay the interest payment due Nov. 17,
2008, on $137 million in 11.75% senior notes that mature May 15,
2012.

Lazy Days in March entered into a fourth amendment to its
Forbearance Agreement dated December 12, 2008, with certain
holders of Lazy Days' 11-3/4% Senior Notes due 2012.  As of
March 30, Lazy Days has obtained forbearance from holders of more
than 81% of the Notes from exercising their potential remedies
under the Indenture dated as of May 14, 2004.

Under the Fourth Amendment, more than 81% of the holders of the
Notes have agreed to forbear from exercising their potential
remedies under the Indenture at least until April 13, 2009, unless
the Company fails to meet its obligations under the Forbearance
Agreement prior to that date.  Lazy Days has yet to provide update
on the matter.

As of September 30, 2008, the Company had $318.0 million in total
assets and $251.9 million in total liabilities.

                           *     *     *

According to the Troubled Company Reporter, in November 2008,
Moody's Investors Service downgraded Lazy Days' ratings, including
the Corporate Family Rating and Probability of Default Ratings to
Ca from Caa2.  Moody's also downgraded the rating on the company's
11.75% senior unsecured notes to C from Caa3.  Lazy Days' SGL-4
Speculative Grade Liquidity rating was affirmed.  The ratings
remain on review for possible downgrade.

Standard & Poor's Ratings Services also lowered its long-term
corporate credit rating Lazy Days' to 'CC' from 'CCC+', as well as
S&P's rating on the company's unsecured debt to 'C' from 'CCC-'.
The outlook is negative.

                      About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.  Omni Management Group LLC serves as the Debtors' claims,
balloting, noticing and administrative agent.

                    About Fleetwood Enterprises

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


LEHMAN BROTHERS: Pays Trustee $12-Mil. for 4.5 Months' Work
-----------------------------------------------------------
According to Bloomberg's Bill Rochelle, the trustee appointed by
the Securities Investor Protection Corp. to liquidate the
brokerage subsidiary of Lehman Brothers Holdings Inc. was
authorized to pay himself and his lawyers more than $12 million
for 4 1/2 months' work.  The firm, Hughes Hubbard & Reed LLP, gave
SIPC a 10% discount on its normal hourly rates.

In addition, 15% of $14.3 million in total fees is being held back
until the conclusion of the case.

Meanwhile, 15 professionals retained in the Debtors' bankruptcy
cases seek the U.S. Bankruptcy Court for the Southern District of
New York's interim allowance of fees and reimbursement of expenses
for services rendered.

A. Debtors' Professionals:

Professional             Period         Fees         Expenses
------------             ------         ----         --------
Weil, Gotshal &          09/15/08-    $55,140,791   $1,336,880
Manges LLP               01/31/09

Lazard Freres            09/15/08-      6,600,000       33,467
& Co. LLC                01/31/09

Curtis Mallet-Prevost    09/26/08-      4,611,589      151,402
Colt & Mosle LLP         01/31/09

McKee Nelson LLP         09/15/08-      2,727,562      105,916
                         01/31/09

Simpson Thacher &        09/15/08-      1,383,114       28,601
Bartlett LLP             01/31/09

Jones Day                Engagement     1,258,056       10,425
                         dates to
                         01/31/09

McKenna Long &           09/15/08-        631,156       35,620
Aldridge LLP             01/31/09

Ernst & Young LLP        09/15/08-        552,700            0
                         01/31/09

Reilly Pozner LLP        09/15/08-        464,631       33,888
                         01/31/09

Bortstein Legal LLC      12/15/08-        353,154            0
                         01/31/09

Weil Gotshal is the Debtors' lead bankruptcy counsel.  Curtis is
their conflicts counsel.  Bortstein Legal, McKee Nelson, Jones
Day, Simpson Thacher, McKenna Nelson and Reilly Pozner are their
special counsel.  Ernst & Young is the Debtors' auditor.  Lazard
Freres is their investment banker.

B. Official Committee of Unsecured Creditors' Professionals

Professional             Period         Fees         Expenses
------------             ------         ----         --------
Milbank, Tweed, Hadley   09/17/08-    $12,132,376     $668,388
& McCloy LLP             01/31/09

FTI Consulting Inc.      09/17/08-      5,261,715      148,515
                         01/31/09

Houlihan Lokey Howard    09/17/08-      2,233,333      159,070
& Zukin Capital, Inc.    01/31/09

Quinn Emanuel Urquhart   09/15/08-      2,129,413       41,113
Oliver & Hedges, LLP     01/31/09

Milbank is the legal counsel of the Creditors' Committee while
Quinn Emanuel serves as the panel's special counsel.  FTI is the
panel's financial advisor; Houlihan Lokey its investment banker.

C. Chapter 11 Examiner's Professionals

Professional             Period         Fees         Expenses
------------             ------         ----         --------
Anton Valukas/Jenner     01/19/09-    $613,650    $13,514
& Block LLP              01/31/09

Jenner & Block is the legal counsel for Anton Valukas, the
examiner appointed in the Debtors' bankruptcy cases.

A hearing to consider approval of the interim fee applications is
scheduled for May 13, 2009.  Creditors and other concerned
parties have until May 6 to file their objections.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Acquires "Bomb's Worth of Uranium Cake"
--------------------------------------------------------
Lehman Brothers Holdings Inc. is sitting on enough uranium cake to
make a nuclear bomb as it waits for prices of the commodity to
rebound, Bloomberg News' Linda Sandler, Yuriy Humber and
Christopher Scinta reported, citing traders and nuclear experts.

The bankrupt bank, in the throes of paying off creditors, acquired
uranium cake "under a matured commodities contract" and plans to
sell it when the market improves "to realize the best prices,"
Chief Executive Officer Bryan Marsal said.

According to Bloomberg, Uranium typically trades through broker-
dealers, including MF Global Ltd. and Tullett Prebon Plc, or in
direct sales between mining companies and nuclear utilities.
Utilities buy processed ore known as yellowcake, which is later
converted, enriched and fabricated into fuel rods. The New York
Stock Exchange also supports trading in futures contracts, which
are not linked to physical delivery.

The market is regulated by governments, who control transport of
radioactive material and limit the number of buyers and sellers by
requiring them to obtain licenses.  The report said utilities and
producers are key buyers and sellers.  Lehman got its license just
a month before its bankruptcy, one of the traders said.  A supply
of 500,000 pounds of yellowcake is just "slightly" less than the
amount needed to make one bomb, or fuel one nuclear power reactor
for a year, if the latest enrichment technologies are used, said
Gennady Pshakin, an Obninsk, Russia-based nonproliferation expert.

According to the report, Lehman has an estimated $200 billion in
unsecured liabilities left to pay. The uranium, which may be as
much as 500,000 pounds, might fetch $20 million at today's prices
of about $40 per pound, said traders who asked not to be named
because of the confidential nature of the data.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank
in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Court Permits Insurers to Pay D&O Legal Costs
--------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York authorized insurers to pay the legal costs of
Lehman Brothers Holding Inc. personnel who have been targeted in a
string of lawsuits and investigations.

The Debtors have $20 million in the first layer of the so-called
primary directors and officers liability insurance policies, and
another policy with $15 million coverage for executives'
liability with regards to employee benefit plans.

Judge Peck rules that nothing in the Order will constitute a
determination that the proceeds of the Policies are property of
the Debtors' estates, and the rights of all parties-in-interest
to assert that the proceeds of the Policies are, or are not,
property of the Debtors' estates.

As reported by the Troubled Company Reporter, the Debtors asked
the Court to lift the automatic stay to permit insurers to pay the
legal costs.  Former and current directors, officers, and
employees of the Debtors, and the fiduciaries and administrators
of Lehman Brothers Honding, Inc.'s sponsored employee benefit
plans under the Employee Retirement Income Security Act, have been
named as defendants in civil lawsuits, class actions, and are
currently under investigation.

The lawsuits include various securities actions filed in both
federal and state court, alleging violations of the Securities
Exchange Act and wrongful actions in connection with the
securities issued by LBHI.  Most of these securities actions had
been consolidated for pre-trial purposes before Judge Lewis
Kaplan in the U.S. District Court for the Southern District of
New York while others have not yet been consolidated and await
action from the Judicial Panel on Multi-District Litigation.

Attorney for the Debtors, Richard Krasnow, Esq., at Weil Gotshal
& Manges LLP, in New York, said that prior to the Petition Date,
the Debtors indemnified and covered their officers and directors
for defense costs incurred in legal proceedings.  Subsequent to
the Petition Date, however, the Debtors have been unable to
continue to advance defense costs to the defendants, he adds.

The Debtors' third party insurers have expressed a willingness to
immediately commence payment of the outstanding and ongoing fees
and expenses to and for the benefit of the individual defendants
but only upon obtaining satisfactory assurances that doing so
will not be in contravention of the automatic stay, Mr. Krasnow
tells the Bankruptcy Court.

The Debtors do not believe that the payment of the proceeds of
the policies in satisfaction of those defense costs implicates
property of the estate or the automatic stay, Mr. Krasnow
relates.

The Alameda County Employees' Retirement Association and various
other groups have asked the Court to clarify, in any order it
signs approving the Debtors' motion, that the proceeds of the
policies are not property of the bankruptcy estates.  Michael
Etkin, Esq., at Lowenstein Sandler PC, in New York, said that
although the Debtors claimed that the proceeds of the policies are
not property of their estates, the proposed order they submitted
with the motion is silent on this issue.

"The nature of the relief sought by the motion may, at the very
least, imply or infer that stay relief is necessary and,
therefore, that the proceeds of the policies are property of
The Debtors' estates," Mr. Etkin said.  "The entry of an order
that is silent on this issue may be interpreted as a
determination that the proceeds of the policies are property of
the Debtors' estates," he points out.

According to Mr. Etkin, the groups have an interest in the
proceeds of the insurance policies since the claims they assert
in the securities litigation are or may be covered by the
policies.  The groups are lead plaintiffs in the consolidated
securities class action they filed against some of the officers
of Lehman Brothers Holdings Inc. before the U.S. District Court
for the Southern District of New York.

The complaint stemmed from LBHI's alleged undisclosed exposure to
losses from distressed mortgage and asset-backed securities. LBHI
allegedly failed to disclose the true risk of losses associated
from its mortgage-related assets and did not properly write-down
the assets to reflect their true value.

The Department of Treasury Division of Investment in New Jersey
filed a separate statement with the Bankruptcy Court, expressing
concern that the content of the proposed order may be changed to
address the objections of creditors or other concerned parties.

"NJ DOI reserves its right to object to the motion or any
proposed modifications to the form of order submitted in
connection with the motion," the statement says.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Delays Filing of Annual Report on Form 10-K
------------------------------------------------------------
Lehman Brothers Holdings, Inc., stated in a Form NT 10-Q filed
with the U.S. Securities and Exchange Commission that it won't be
able to timely file its Quarterly Report on Form 10-Q for the
fiscal quarter ended February 28, 2009, because:

  (1) of the filing by LBHI of a voluntary Chapter 11 petition
      in September 2008;

  (2) the commencement of various administrative or civil
      rehabilitation proceedings of subsidiaries comprising
      significant parts of LBHI's European and Asian businesses;
      and

  (3) the sale since September 15, 2008, of significant
      businesses comprising LBHI's historical business.

As a result of those developments, William J. Fox, controller,
treasurer and senior vice president of LBHI, relates LBHI is
currently unable to complete the preparation of its consolidated
financial statements for the period in as much as it currently
has neither access to major components of its internal systems
nor the ability to prepare its consolidated financial statements
and the remainder of the report, with all the required
disclosures, to have them properly certified by its current
executive officers, and have them reviewed by its independent
auditors.

LBHI had until April 9, 2009, to file the report as prescribed in
Rule 12b-25.

LBHI has also not filed its Quarterly Report for the fiscal
quarter ended August 31, 2008, and its Annual Report for the
fiscal year ended November 30, 2008.

LBHI, according to Mr. Fox, anticipates that results of
operations for the First Quarter ended February 28, 2009, will be
significantly different from those for the corresponding period
for the last fiscal year, due to significant developments in the
business over the past year.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: LCPI to Provide $30MM Funding to TPG-Austin
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation among Lehman Brothers Holdings Inc.,
Lehman Commercial Paper Inc., TPG-Austin Portfolio Holdings LLC
and other parties for the assumption of a credit agreement by
LCPI.

The credit agreement dated June 1, 2007, was signed to fund the
acquisition and the continued operation of 10 properties in
Austin, Texas.  The properties were acquired for about
$1.2 billion from the affiliates of The Blackstone Real Estate
Advisors by TPG-Austin Portfolio Syndication Partners JV, a
partnership comprised of Thomas Properties Group, the California
State Teachers Retirement System and Lehman Brothers Holdings.

Under the stipulation, the parties also agreed to amend the
credit agreement by providing for two debt tranches:

  (i) a commitment by LCPI, TPG-Austin Portfolio Lender LLC, and
      Revere Funding Limited to fund the revolving loan as a
      priority credit facility for $60 million; and

(ii) a tranche consisting of a portion of the term loan for
      $112.5 million.

Of the $60 million, half of this will be funded to TPG-Austin
Portfolio Holdings by LCPI; $15 million by TPG-Austin Portfolio
Lender; and $15 million by Revere.

"The Austin portfolio is comprised of top-tier office properties
with stabilized rents and occupancies.  Our ability to deleverage
this portfolio further assures our success in maintaining the
quality and performance of these properties," said James A.
Thomas, CEO, Thomas Properties Group.  "This restructuring
resolves pending financing issues and provides capital required
for operations.  We have great confidence in Austin and its
future, and we remain committed to providing the best service to
our tenants, enhancing the performance of our properties and being
an involved member of the Austin community."

"All our partners have worked diligently with us on the
restructuring and we are gratified that Lehman Brothers will
remain an active and engaged participant in the partnership,"
noted John R. Sischo, Executive Vice President, Thomas Properties
Group.  "We are delighted to have reached an agreement that
balances the needs of all parties and positions the Austin
portfolio for continued success," said Jeff Fitts and Jerry
Pietroforte, managing directors with Alvarez & Marsal and co-
heads of Lehman Brothers' real estate asset team.  The
professional services firm of Alvarez & Marsal has been
overseeing the Lehman Brothers Estate and working to preserve and
maximize value for creditors.

Lehman Brothers continues to retain a 50% ownership interest in
the Austin portfolio while Thomas Properties Group, indirectly
through its joint venture with the California State Teachers'
Retirement System, holds a 6.25% interest.  Thomas Properties
Group owns an interest in and manages approximately 2.5 million
square feet of premier Class A office space in the Austin Central
Business District including the two most recently constructed
downtown office towers, Frost Bank Tower and 300 West 6th Street.
The company also owns interests in and manages approximately one
million square feet of Class A space in the growing Northwest
submarket.

                 About Thomas Properties Group

Thomas Properties Group Inc. is a full-service real estate company
that owns, acquires, develops and manages office, retail and
multi-family properties throughout the United States.  The company
has four primary areas of focus: property operations, property
acquisitions, property development and redevelopment, and
investment management.  For more information on Thomas Properties
Group, Inc., visit the company's Web site at http://www.tpgre.com/

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Seek Additional Services From Simon Thacher
------------------------------------------------------------
Lehman Brothers Holdings, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the Southern District of New York to
amend its prior order approving their engagement of Simpson,
Thacher & Bartlett.

The Court previously authorized Simpson, Thacher & Bartlett to
represent Lehman Commercial Paper, Inc., with respect to certain
non-bankruptcy related postpetition matters that are now
concluded.

The Debtors seek to include legal services, nunc pro tunc to the
dates of engagement of Simpson Thacher by the Debtors, in
connection with these matters:

  (i) commencing on December 18, 2009, the representation of one
      or more of the Debtors in connection with insurance
      regulatory advice with respect to insurance company
      counterparties to derivatives contracts in circumstances
      where Weil, Gotshal & Manges LLP is unable to provide
      advice due to conflicts; and

(ii) commencing on February 13, 2009, the representation of
      Debtor Lehman Commercial Paper Inc. with respect to its
      direct and indirect interests in loans that financed the
      2007 acquisition of BAWAG PSK, an Austrian bank.

The Debtors assert that it would be efficient and cost-effective
for Simpson Thacher to provide legal assistance to LCPI since the
firm is also representing other Lehman units in connection with
the 2007 acquisition through Ian Barratt and Tony Keal, two
English partners in the firm's London-based office.

Mary Elizabeth McGarry, Esq., a member at Simpson Thacher,
assures the Court that her firm represent any interest adverse to
the Debtors and their creditors, and is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Trustee Seeks Approval of Barclays Agreements
--------------------------------------------------------------
James Giddens, trustee for the liquidation of Lehman Brothers
Inc.'s business, asks the U.S. Bankruptcy Court for the Southern
District of New York to approve a systems access agreement with
Barclays Capital Inc.

Mr. Giddens also seeks to assume and assign software and patent
license agreements to Barclays Capital.

The systems access agreement generally provides a legal
foundation as well as a mechanism by which the Trustee may obtain
access to information about LBI and information systems that are
held and under the control of Barclays.  The key terms of the
agreement are:

  (1) Barclays will grant the Trustee and his representatives
      access to certain systems controlled by Barclays.  With
      respect to mixed systems or those containing LBI or non-
      LBI data, such access is provided solely to enable the
      Trustee to use LBI data in order to fulfill his duties.

  (2) The Trustee and his representatives will not knowingly
      access non-LBI data contained in the mixed systems
      or use and disclose those pieces of data which they may
      access without the permission of the data owner.

  (3) The Trustee agrees to indemnify Barclays for any losses
      actually paid by it to any third party to the extent such
      losses result from either (i) Barclays providing access to
      non-LBI data and data belonging to LBI immediately prior
      to their acquisition by the U.K.-based bank on
      September 22, 2008; or (ii) the use thereof by the Trustee.

      Barclays will provide the Trustee with prompt notice of
      any such third party claims.  The Trustee has the right
      to participate with Barclays in the resolution of any
      such claims.

  (4) Barclays is entitled to charge the Trustee for the costs
      of access to the systems.  The charges do not include
      amounts related to data utilized in reconciling claims of
      customers whose accounts were transferred from LBI to
      Barclays or of Barclays.

  (5) Claims by Barclays arising under the systems access
      agreement constitute costs and expenses of the
      administration of LBI's estate.

  (6) Barclays may share LBI data with other members of the
      former Lehman Brothers group who, prior to such access,
      sign a data sharing agreement containing confidentiality
      terms and restrictions on use and access that are
      substantially the same as those contained in the systems
      access agreement.

  (7) The systems access agreement will not be deemed by
      implication or otherwise to constitute an admission by
      either the Trustee or Barclays as to whether any data
      about LBI is part of its estate.

The license agreements are utilized in conjunction with LBI's
business unit acquired by Barclays.  Both license agreements
permit assignment in connection with the sale of that business
unit, where the assignee agrees to assume the obligations under
the agreements.

In consideration for the assignment of the license agreements,
Barclays is required to pay $30,000 to the Trustee within two
days after court approval of the proposed assignment.

A hearing to consider the requests is scheduled for April 22,
2009.  Creditors and other concerned parties have until April 17,
2009 to file their objections.

Separately, the Court gave Mr. Giddens until June 16, 2009 to
assume or reject the company's executory contracts and unexpired
leases.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Trustee Seeks OK of Protocol to Return Funds
-------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., asks the U.S.
Bankruptcy Court for the Southern District of New York to approve
a set of protocols governing the return of funds that were
erroneously transferred to LBI's bank accounts.

"Due to the high number of return requests that the trustee has
received since the commencement date, the trustee wishes to
establish court-authorized procedures to enhance the efficiency
of the return process," Daniel Lubell, Esq., at Hughes Hubbard &
Reed LLP, in New York, says on behalf of the Trustee.

Mr. Giddens, according to Mr. Lubell, receives about 10 requests
every week to return the funds, some of which involve misdirected
transfer of $50,000 or less.  As of April 8, 2009, the Trustee
has returned funds, aggregating over $442 million that were sent
in error to LBI's accounts.

Under the protocols, a party (i) alleging that the funds wired to
LBI's bank account were sent in error, and (ii) requesting return
of the misdirected funds is required to report the allegations
and request to the Trustee by sending a request form for the
return of the funds.  The request form, available at
http://www.lehmantrustee.com/contains form fields that must be
completed electronically.

Once completed, the requesting party must send the request form
to misdirectedwires@lbitrustee.com with the subject line "New
Request For The Return Of Misdirected Funds."  Upon the Trustee's
receipt of the request form, the party will receive a return e-
mail confirming receipt.  The Trustee's representatives will
then contact the party if they need additional information and
once they make a determination on whether to authorize a return
of the funds or not.

If the Trustee authorizes a return of the funds, his
representatives will prepare the documentation required and send
it to the requesting party to obtain the parties' signatures.

With respect to returns of funds of up to $50,000, Mr. Giddens
seeks the Court's authorization to return those funds without
further order.  In most of the cases, the Trustee will prepare a
letter agreement to be signed by the party that ordered the
misdirected transfer and the beneficiary of that transfer.

With respect to returns of more than $50,000, the Trustee will
continue to seek authorization from the Court to return those
funds, and will prepare a stipulation to be signed by the party
that ordered the misdirected transfer and the beneficiary.  The
Trustee may also require the signature of the bank that wired the
misdirected funds or the requesting party.

Parties wishing to receive the funds being returned through this
expedited process must acknowledge the accuracy of the
representations made to the Trustee in the request form.  In
connection with receiving the funds, those parties must also sign
a release of claims against the Trustee, LBI's estate and the
Securities Investor Protection Corporation with respect to the
misdirected transfer.

Upon receipt of signed documents or entry of the stipulation, the
Trustee will authorize the bank that received the misdirected
funds from the "sending bank" to issue a return according to the
wire instructions provided in the request form.  Thereafter, the
bank receiving the misdirected funds should return them within a
few days.

The Trustee will also file with the Court each quarter a report
summarizing the returns of $50,000 or less that were made in the
prior quarter.

A hearing to consider approval of the proposed protocols is
scheduled for April 22, 2009.  Creditors and other concerned
parties have until April 17 to file their objections.

Meanwhile, the Court approved the LBI Trustee's stipulations with
various parties concerning the return of funds erroneously
transferred to LBI's bank accounts:

Parties                                           Amount
-------                                        -----------
Barclays Capital Inc.                           $1,306,130
The Drake Offshore Master Fund Ltd.               $520,000
COC Holdings Inc.                                  $32,999
Davidson Kempner Distressed Opportunities Fund    $200,000
Morgan Stanley Real Estate Fund                    $28,798
  IV-International                                 $28,626
PNC Global Investment Servicing (Europe) Ltd.   GBP450,000
Credit Suisse International                        $40,128
Goldman Sachs International                       $416,129
The 3D Capital Fund Ltd                         $6,208,408
Credit Suisse Securities (USA) LLC              $1,160,221
Alternative Debt Portfolios LP                    $437,534
CNP Assurances-201/CNP Assurances-270             $275,627
U.S. Bank N.A.                                  $3,909,408
Goldman Sachs Emerging Markets Opportunities
  Fund Offshore Ltd.                              $426,000
Goldman Sachs Emerging Markets
  Opportunities Fund LLC                          $778,000

Mr. Giddens is awaiting the Court's approval of the stipulations
he entered into with these parties:

Parties                                           Amount
-------                                        -----------
Emilio Dodds/Sofia Irribarra                       $97,172
Atheron Lane Advisers LLC                       $1,300,000
Svoboda Collins Fund II LP                        $118,295
TPG Holding Buyouts LP                            $488,608
Lincoln National Life Insurance Company           $232,323
Gregory S. Ledford Trust                        $1,944,727

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEVI STRAUSS: March 1 Balance Sheet Upside-Down by $315 Million
---------------------------------------------------------------
Levi Strauss & Co. reported $2.69 billion in total assets and
$3.00 million in total liabilities resulting in stockholders'
deficit of $315.5 million as of March 1, 2009.

For the quarter ended March 1, 2009, Levi Strauss posted $48.0
million in net income on net revenues of $951.4 million, compared
to $97.1 million in net income on net sales of $1.08 billion.

Levi Strauss says lower reported net revenues reflected the impact
of a challenging global economy; a weak retail environment in most
markets worldwide; and the substantial negative effect of currency
compared to the prior year, which accounted for nearly half of the
net revenue decline.  Reported revenues also reflected the volumes
lost due to the bankruptcies of two significant U.S. customers and
lower performance of the Dockers(R) brand. These factors were
partly offset by increased sales from new company-operated and
franchised stores.

Levi Strauss says the reported net income decline was driven by
lower operating results.  The company reported a strong liquidity
position with approximately $431 million of total liquidity,
including cash and cash equivalents, complemented by availability
under a revolving credit facility.

"Our Levi's(R) brand continues to perform relatively well in a
tough retail climate," said John Anderson, president and chief
executive officer. "Our sales growth in Asia Pacific demonstrates
the advantage of our broad global footprint.  Although our
Dockers(R) performance was disappointing, we finished the first
quarter where we expected to be given the difficult operating
environment.  We are focused this year on gaining market share,
controlling operating costs and investing strategically to
strengthen our brands during the market downturn."

Levi Strauss had fixed-rate debt of roughly $1.3 billion -- 73% of
total debt -- and variable-rate debt of roughly $500 million --
27% of total debt -- as of March 1, 2009.  The borrower of
substantially all of the debt is Levi Strauss & Co., the parent
and U.S. operating company.  The Company's required aggregate debt
principal payments are $74.4 million in the remainder of 2009,
$108.3 million in 2012, $319.5 million in 2013, $323.1 million in
2014 and the remaining $1.0 billion in years after 2014.

Effective May 1, 2008, to mitigate a portion of its interest rate
risk, Levi Strauss entered into a $100 million interest rate swap
agreement to pay a fixed-rate interest of approximately 3.2% and
receive 3-month LIBOR variable rate interest payments quarterly
through May 1, 2010.

Levi Strauss' long-term debt agreements contain customary
covenants restricting its activities as well as those of its
subsidiaries. Currently, the Company is in compliance with all of
the covenants.

A full-text copy of Levi Strauss' quarterly report is available at
no charge at http://ResearchArchives.com/t/s?3b7d

                     About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The company markets its
products in three geographic regions: Americas, Europe and Asia
Pacific.

The Troubled Company Reporter reported on Nov. 28, 2008, that
Fitch Ratings affirmed these ratings on Levi Strauss & Co.:

  -- Issuer Default Rating at 'BB-';
  -- $750 million bank credit facility at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Senior unsecured term loan 'BB-'.

The Rating Outlook is Stable.  Approximately $1.68 billion of
senior unsecured debt and the bank credit facility is affected by
these actions.


LIGHTHOUSE LODGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lighthouse Lodge, LLC
        dba Lighthouse Lodge & Suites
        1150 Lighthouse Avenue
        Pacific Grove, CA 93950

Bankruptcy Case No.: 09-52610

Type of Business: The Debtor offers cabin and motel accommodation.

                  See http://www.lhls.com/

Chapter 11 Petition Date: April 9, 2009

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Hagop T. Bedoyan, Esq.
                  hbedoyan@kleinlaw.com
                  Klein, DeNatale, Goldner, et al.
                  5260 N Palm Ave. #217
                  Fresno, CA 93704
                  Tel: (559)438-4374

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
1st National Bank of Central                     $25,000
California
495 Washington St.
Monterey, CA 93940

Kimble, Macmichael & Upton                       $15,069
5260 N. Palm Avenue, Ste.
Fresno, CA 93704

Taba Architecture                                $14,005
4331 N. Golden State Blvd.
Suite 1
Fresno, CA 93722

MRWPCA Monterey Reg Water                        $11,879
POL Control

Sicks, Tracy                                     $10,698

Blue Cross                                       $8,880

Cal-American Water                               $7,322

Russo's                                          $6,674

American Supply Company                          $6,191

Carmel Marina Corp.                              $6,060

Slater Moffat Associates, LLP                    $5,948

Markel Insurance                                 $5,347

California Travel & Tourism                      $5,131

Pacific Grove Chamber                            $4,960
of Comme

Sysco Food Services                              $4,378

The Home Depot Supply                            $4,245

Inn Tel Management Company                       $4,257

Travel Click Canada Company                      $4,065

Monterey Peninsula                               $3,638
Reservation

American Services                                $3,614

The petition was signed by Jacci Plfieger.


LIN TV: May Breach Loan Accords as Cash Falls, Analysts Say
-----------------------------------------------------------
Carla Main and Dawn McCarty of Bloomberg said that LIN TV Corp.
and Belo Corp., their cash flows declining as ad sales drop, risk
breaching loan agreements this year and face higher bank fees and
interest to renegotiate the deals.

Broadcasters may violate loan covenants if earnings-to-debt
ratios fall below minimum levels set in credit agreements, said
Neil Begley, a bond analyst with Moody's Investors Service,
according to the Bloomberg report.  To amend the loans, the
broadcasters may be required to pay fees and higher interest,
using up more cash, he said. If earnings for TV broadcasters "keep
getting worse, you'll probably see a lot of restructurings," Mr.
Begley said.

Revenue at independent or non-network-owned chains such as LIN and
Belo has plummeted as the global recession chokes consumer
spending, in particular as it affects automotive advertising. Auto
commercials made up as much as a fourth of ad sales for TV
companies, said Barry Lucas, an analyst with Gabelli & Co. in Rye,
New York.

LIN "expects to remain compliant" with its covenants, while
"preparing to seek an amendment if we deem it necessary," Chief
Financial Officer Richard Schmaeling said in an interview.  Belo
renegotiated terms in February, with a goal of not having to seek
further relief.

                      About LIN TV Corp

LIN TV Corp. (LIN TV) is a local television and digital media
company, owning and/or operating 27 television stations in 17
United States markets, all of which are affiliated with a national
broadcast network. The Company's stations deliver local news and
community stories, along with sports and entertainment programming
to 9% of United States television homes. LIN TV operates multiple
stations in nine of its markets. All the Company's stations are
affiliated with one of the national television networks, such as
ABC, CBS, NBC, FOX, CW or MyNetworkTV.

As reported by the TCR on March 26, 2009, Standard & Poor's
Ratings Services assigned its 'B-' corporate credit rating to LIN
TV Corp. on an unsolicited basis.  "The 'B-' corporate credit
rating reflects financial risk from high debt leverage (including
LIN's guarantee of joint venture debt), the possibility of a
leverage covenant violation in late 2009, increasing competition
for audiences and advertising revenue, and advertising
cyclicality," noted Standard & Poor's credit analyst Deborah
Kinzer.  "The company's competitive positions in midsize TV
markets, TV broadcasting's high margins, and good discretionary
cash flow potential minimally offset these factors."


MAC-GRAY CORP: S&P Gives Negative Outlook; Affirms 'BB-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
ratings outlook on Waltham, Massachusetts-based Mac-Gray Corp. to
negative from stable.  At the same time, Standard & Poor's
affirmed the 'BB-' corporate credit rating, lowered the issue
rating on the company's senior unsecured notes to 'B' from 'B+',
and revised the recovery rating to '6' from '5', indicating
negligible recovery (0% to 10%) of principal in a default
scenario.  Total debt as of Dec. 30, 2008, was about $301 million.

The outlook revision reflects S&P's belief that the weaker economy
and its effect on rental vacancy rates will challenge the
Company's operating performance and its ability to maintain credit
measures within S&P's expectations.  Mac-Gray announced that it
expects revenues to be lower in 2009, including a 20% decline in
its product sales division, which accounted for about 16% of its
2008 revenues.

The ratings on Mac-Gray incorporate the Company's active
acquisition strategy, moderately high leverage, and relatively
narrow business focus.  Mac-Gray benefits from its position as a
national supplier of debit card- and coin-operated laundry
equipment services in the highly fragmented and regional U.S.
laundry market, and its historically relatively stable and
predictable cash flow stream, although organic revenue growth has
slowed in recent periods.

The negative outlook reflects S&P's expectation that the weaker
economy and higher vacancy rates will affect the Company's revenue
base.  S&P believes this will challenge the Company to maintain
credit measures closer to historical levels, including total debt
to EBITDA of below 4.5x.  S&P's internal forecasts indicate that
if sales declined by 5% and margins declined by 300 basis points,
leverage would increase to the 5x area.

"Standard & Poor's could lower the ratings if credit measures
continue to weaken, business conditions worsen, and/or the company
cannot maintain sufficient cushion on its financial covenants,"
said Standard & Poor's credit analyst Susan H. Ding.  "On the
other hand, S&P may revise the outlook to stable if the company
can maintain leverage under 4.5x and if covenant cushion
improves," she continued.


MADOFF SECURITIES: Voluntary Chapter 15 Case Summary
----------------------------------------------------
Chapter 15 Petitioner: Mark Richard Byers
                       Andrew Laurence Hosking
                       Stephen John Akers
                       Grant Thornton UK LLP
                       30 Finsbury Square
                       London EC2A 1AG

Chapter 15 Debtor: Madoff Securities International Limited
                   12 Berkeley St., Mayfair
                   England, EC2A 1AG
                   London

Chapter 15 Case No.: 09-16751

Type of Business: The Debtors is a money management business of
                  Bernard L. Madoff in the United Kingdom.

Chapter 15 Petition Date: April 14, 2009

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G Hyman, Jr.

Chapter 15 Petitioners' Counsel: Tina M. Talarchyk, Esq.
                                 TTalarchyk@ssd.com
                                 Squire, Sanders & Dempsey LLP
                                 777 S. Flagler Dr. #1900
                                 West Palm Beach, FL 33401
                                 Tel: (561) 650-7261
                                 Fax: (561) 655-1509

Estimated Assets: $100 million to $500 million

Estimated Debts: More than $1 billion


MARINA BAY: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marina Bay at Rio Grande, LLC
        PO Box 141
        Chester Heights, PA 19017

Bankruptcy Case No.: 09-18825

Chapter 11 Petition Date: April 8, 2009

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Scott M. Zauber, Esq.
                  szauber@subranni.com
                  Subranni, Ostrove & Zauber
                  1624 Pacific Avenue
                  P.O. Box 1913
                  Atlantic City, NJ 08404
                  Tel: (609) 347-7000

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Fox Rothschild, LLP                              $175,000
1301 Atlantic Avenue
Atlantic City, NJ 08401

Noreaster Electric                               $100,000
3400 Park Blvd,
Wildwood, NJ 08260

Action Supply                                    $45,000
1413 Old Stagecoach Rd.
Ocean View, NJ 08230

Fred Fala Plumbing and Hearing                   $28,500

Dinaso Building Supplies                         $19,000

Sherwin Williams                                 $3,300

City of Wildwood                                 $0

The petition was signed by Gary J. Papa.


MASONITE CORP: Perella Weinberg on Board as Investment Bankers
--------------------------------------------------------------
Masonite Corporation and its affiliates has brought in Perella
Weinberg Partners LP as their investment banker and financial
advisor pursuant to an engagement letter dated April 25, 2008,
revised on September 25, 2008.  The Debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve the
engagement.

A full-text copy of the parties' engagement letter is available
for free at:

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

As financial and investment advisor to the Debtors, PWP will:

  (a) further familiarize itself with the business, operations,
      properties, financial condition, and prospects of the
      Debtors;

  (b) review the Debtors' financial condition and outlook;

  (c) assist in the development of financial data and
      presentations to the Debtors' Board of Directors, various
      creditors, and other parties;

  (d) analyze the Debtors' financial liquidity and evaluate
      alternatives to improve that liquidity;

  (e) evaluate the Debtors' debt capacity and alternative
      capital structures;

  (f) participate in negotiations among the Debtors and their
      creditors, suppliers, lessors, and other interested
      parties with respect to any of the transactions
      contemplated by the Engagement Letter;

  (g) advise the Debtors and negotiate with lenders with respect
      to potential waivers or amendments of various credit
      facilities;

  (h) provide other advisory services as are customarily
      provided in connection with the analysis and negotiation
      of any of the transactions contemplated by the Engagement
      Letter, as requested and mutually agreed;

  (i) analyze various Restructuring' scenarios and the potential
      impact of these scenarios on the value of the Debtors and
      the recoveries of those stakeholders impacted by the
      Restructuring;

  (j) provide strategic advice with regard to restructuring or
      refinancing the Debtors' obligations;

  (k) value securities offered by the Debtors in connection with
      a Restructuring;

  (1) provide financial advice and assistance to the Debtors in
      developing a Restructuring;

  (m) if requested by the Debtors, provide financial advice and
      assistance to the Debtors in structuring any new
      securities to be issued under a Restructuring; and

  (n) if requested by the Debtors, assist the Debtors or
      participate in negotiations with entities or groups
      affected by the Restructuring.

PWP will also provide additional investment banking and financial
advisory services in connection with the engagement as the
Debtors may reasonably request from time to time.

The Debtors will pay PWP in accordance with this Fee Structure:

  (a) a monthly financial advisory fee of $200,000, commencing
      on the Engagement Date and payable in advance on each
      monthly anniversary of the Engagement Date, with the first
      Monthly Fee due upon the execution of the Engagement
      Letter; and

  (b) a Restructuring Fee of $8,000,000, payable promptly upon
      consummation of a Restructuring.

PWP will be entitled to the Restructuring Fee in the event that
at any time prior to the expiration of nine months after the
termination or expiration of PWP's engagement a Restructuring is
consummated on terms similar to those negotiated by PWP; provided
that if PWP terminates the Agreement without cause, or the
Debtors terminate the Agreement with justifiable cause, the
provisions of the sentence will not apply.

The Debtors reimburse PWP of its expenses in cash, with the
payment of the fees and expenses to be approved in accordance
with Section 328(a).  Since PWP does not charge for its services
on an hourly basis and does not have systems in place to track
professionals' time usage, PWP will not maintain records of time
spent by its Professionals in connection with the rendering of
services for the Debtors except, to the extent required, in half-
hour increments.

Before the Petition Date, the Debtors paid to PWP $1,887,931 for
investment banking and financial advisory services and reimbursed
PWP for $69,121 in prepetition expenses.  Any portion of the
payment not used to pay and reimburse PWP for its prepetition
fees and expenses will be detailed in PWP's first interim fee
application, and the portion will be credited towards PWP's
postpetition fees and expenses as allowed by the Court.  PWP has
received no other compensation from the Debtors pursuant to the
Engagement Letter.  As of the Petition Date, PWP did not hold a
prepetition claim against the Debtors for services rendered in
connection with the engagement.

PWP's engagement may be terminated by the Debtors or PWP with or
without cause at any time upon 15 days written notice and without
liability or continuing obligation to the Debtors or PWP.  PWP
will remain entitled to payment of fees accrued but not yet paid
prior to the termination or expiration and to reimbursement of
incurred expenses.  The Debtors have also agreed to indemnify and
to make certain contributions to PWP in accordance with the
indemnification provisions of the Engagement Letter.

Michael A. Kramer, a partner at PWP, discloses that PWP may have
in the past represented, may currently represent, and likely in
the future will represent, parties in interest of the Debtors in
connection with matters unrelated to the Debtors and the Chapter
11 cases.  However, he assures the Court that his firm is a
"disinterested person" within the meaning of Section 101(14) in
that its professionals:

  (a) are not creditors, equity security holders, or insiders of
      the Debtors;

  (b) are not and were not, within two years before the date of
      the filing of the Debtors' Chapter 11 cases, a director,
      officer, or employee of the Debtors;

  (c) do not have an interest materially adverse to the interest
      of the estates or of any class of creditors or equity
      security holders, by reason of any direct or indirect
      relationship to, connection with, or interest in, the
      Debtors, or for any other reason.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE CORP: Sec. 341 Meeting of Creditors Slated for May 7
-------------------------------------------------------------
Roberta A. DeAngelis, the Acting United States Trustee for
Region 3, will convene a meeting of the creditors of Masonite
Corporation and its affiliates on May 7, 2009, at 11:00 a.m.
Eastern Time, at Room 2112, at the second floor of the J. Caleb
Boggs Federal Building, at 844 King Street, in Wilmington,
Delaware.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

The meeting may be continued or adjourned from time to time by
notice at the meeting, without further written notice to the
creditors.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE CORP: Seeks Approval of Kirkland & Ellis Engagement
------------------------------------------------------------
Masonite Corporation and its affiliates seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Kirkland & Ellis LLP, as their lead bankruptcy counsel, nunc pro
tunc to the Petition Date.

As lead bankruptcy counsel, K&E will:

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

  (b) advise and consult on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in Chapter 11;

  (c) attend meetings and negotiate with representatives of the
      creditors and other parties-in-interest;

  (d) take all necessary actions to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against
      the Debtors, and representing the Debtors' interests in
      negotiations concerning litigation in which the Debtors
      are involved, including objections to claims filed against
      the Debtors' estates;

  (e) prepare pleadings in connection with the Chapter 11 cases,
      including motions, applications, answers, orders, reports,
      and papers necessary or otherwise beneficial to the
      administration of the Debtors' estates;

  (f) represent the Debtors in connection with obtaining
      authority to continue using cash collateral and, if
      necessary, postpetition financing;

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

  (h) appear before the Court and any appellate courts to
      represent the interests of the Debtors' estates;

  (i) advise the Debtors regarding tax matters;

  (j) take any necessary action on behalf of the Debtors to
      negotiate, prepare, and obtain approval of a disclosure
      statement and confirmation of a Chapter 11 plan of
      reorganization and all documents related to it; and

  (k) perform all other necessary legal services for the
      Debtors in connection with the prosecution of the Chapter
      11 cases, including (i) analyzing the Debtors' leases and
      contracts and their assumption and assignment or
      rejection; (ii) analyzing the validity of liens against
      the Debtors; and (iii) advising the Debtors on corporate
      and litigation matters.

The Debtors will pay K&E according to the firm's customary hourly
rates at:

  Professional                      Hourly Rates
  ------------                      ------------
  Partners                           $550-$965
  Of Counsel                         $390-$965
  Associates                         $320-$660
  Paraprofessionals                  $110-$280

The Debtors will also compensate K&E for expenses incurred in
connection with the Chapter 11 cases.

Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Christopher
J. Marcus, Esq., are presently expected to have primary
responsibility for providing services to the Debtors.  In
addition, as necessary, other K&E professionals and
paraprofessionals will provide services to the Debtors.

Mr. Cieri assures the Court that his firm does not represent any
interest adverse to the Debtors and their estates, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Cieri, however, discloses that K&E represents certain of the
Debtors' creditors, equity security holders, or other parties-in-
interest in ongoing matters unrelated to the Debtors and the
Chapter 11 cases.  However, he assures the Court that none of
those representations are materially adverse to the interests of
the Debtors' estates.

Consistent with the terms of an engagement letter between the
Debtors and K&E dated August 1, 2008, the Debtors advanced K&E a
retainer of $500,000 on August 11, 2008.  On August 26, 2008, the
Debtors increased K&E's retainer to $1,000,000.

On January 16, 2009, the Debtors reduced K&E's retainer to
$500,000.  On March 12, 2009, the Debtors increased K&E's
retainer to $1,000,000.  On March 13, 2009, K&E returned $385,000
to the Debtors because the amount was an erroneous payment.

As of the Petition Date, the Masonite Debtors do not owe K&E any
amounts for legal services rendered before the Petition Date.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE CORP: Seeks to Tap Richards Layton as Delaware Counsel
---------------------------------------------------------------
Masonite Corporation and its affiliates seek permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Richards, Layton & Finger, P.A., as their local Delaware counsel,
nunc pro tunc to the Petition Date.

As co-counsel to the Debtors' bankruptcy, Richards Layton will:

  (a) advise the Debtors of their rights, powers and duties
      as debtors and debtors in possession in the continued
      operation of their business and management of their
      properties;

  (b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against the Debtors, the negotiation of disputes in which
      the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' states;

  (c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtors'
      estates;

  (d) attend meetings and negotiations with representatives
      of creditors, equity holders, prospective investors or
      acquirers, and other parties-in-interest;

  (e) appear before the Court, any appellate courts and the
      Office of the United States Trustee to protect the
      interests of the Debtors;

  (f) pursue approval of confirmation of a plan of
      reorganization and approval of the corresponding
      solicitation procedures and disclosure statement; and

  (g) perform all other necessary legal services in
      connection with the bankruptcy cases.

The Debtors will pay Richards Layton according to the firm's
customary hourly rates.  The Debtors anticipate these
professionals to take a lead in the Debtors' bankruptcy cases:

  Professional                          Hourly Rates
  ------------                          ------------
  Daniel J. DeFranceschi, Esq.               $550
  Jason M. Madron, Esq.                      $345
  Katisha D. Fortune, Esq.                   $255
  Rebecca Speaker                            $185

The Debtors will also reimburse Richards Layton for actual,
necessary expenses and other charges incurred by the firm during
the cases.

Before the Petition Date, the Debtors paid Richards Layton a
total retainer of $96,624 in connection with and in contemplation
of the bankruptcy cases.  The Debtors propose that the retainer
paid to Richards Layton and not expended for prepetition services
and disbursements be treated as an evergreen retainer to be held
by Richards Layton as security throughout the bankruptcy cases
until Richards Layton's fees and expenses are awarded by final
order and payable to the firm.

Mr. DeFranceschi assures the Court that his firm is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code; does not hold or represent an interest adverse to the
Debtors' estates; and the Firm's directors and associates have no
connection to the Debtors, their creditors, or their related
parties.  He, however, discloses that Richards Layton has in the
past represented, currently represents and may in the future
represent in matters wholly unrelated to the bankruptcy cases.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE CORP: Taps Alvarez & Marsal as Restructuring Advisors
--------------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of Bankruptcy Code and
Rule 2014 of the Federal Rules of Bankruptcy Procedure, Masonite
Corporation and its affiliates seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Alvarez &
Marsal North America, LLC, as their restructuring advisors, nunc
pro tunc to March 16, 2009.

The Debtors and A&M entered into an engagement letter, dated
September 8, 2008, a full-text copy of which is available for
free at http://bankrupt.com/misc/Masonite_A&MEngagementLetter.pdf

As restructuring advisor, A&M will provide assistance to the
Debtors with respect to the management of the restructuring
process, including support with the administrative efforts of a
chapter 11 proceeding, the development of business and financial
analyses, and support with the restructuring negotiations between
the Debtors, their advisors and their creditors with respect to
the development of the Debtors' exit strategy related to their
Chapter 11 cases.

Pursuant to the Engagement Letter, A&M will provide restructuring
support services, including, but not limited to:

  (a) assistance to the Debtors in the preparation of financial
      related disclosures required by the Court, including the
      Schedules of Assets and Liabilities, the Statement of
      Financial Affairs and Monthly Operating Reports;

  (b) assistance to the Debtors with information and analyses
      required pursuant to the Debtors' cash collateral relief
      requests;

  (c) assistance with the identification and implementation of
      short-term cash management procedures;

  (d) assistance with the identification of executory contracts
      and leases and performance of cost/benefit evaluations
      with respect to the affirmation or rejection of each;

  (e) assistance to Debtors' management team and counsel focused
      on the coordination of resources related to the ongoing
      reorganization effort;

  (f) assistance in the preparation of financial information for
      distribution to creditors and others, including cash now
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various asset and liability
      accounts, and analysis of proposed transactions for which
      Court approval is sought;

  (g) attendance at meetings and assistance in discussions with
      potential investors, banks and other secured lenders, any
      official committee(s) appointed in the Chapter 11 cases,
      the U.S. Trustee, other parties in interest and
      professionals hired by the same, as requested;

  (h) analysis of creditor claims by type, entity, and
      individual claim, including assistance with development of
      databases, as necessary, to track the claims;

  (i) assistance in the preparation of information and analysis
      necessary for the confirmation of a plan of reorganization
      in these Chapter 11 cases, including information contained
      in the disclosure statement;

  (j) assistance in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and preferential
      transfers;

  (l) litigation advisory services with respect to accounting
      and tax matters, along with expert witness testimony on
      case related issues as required by the Debtors; and

  (m) render other general business consulting or such other
      assistance as Debtors' management or counsel may deem
      necessary that is consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in the proceeding.

The Debtors will pay A&M according to the firm's customary hourly
rates at:

  Professional                     Hourly Rate
  ------------                     -----------
  Managing Directors                $625-850
  Directors                         $450-625
  Associates                        $300-450
  Analysts                          $225-300

The Debtors will reimburse reasonable and necessary actual and
direct expenses A&M has incurred in connection with the Debtors'
Chapter 11 cases, including transportation costs, lodging, load,
telephone, third party copying, and messenger services.

The Debtors say A&M is not owed any amounts with respect to its
prepetition fees and expenses.

According to A&M's books and records, during the 90-day period
before the Petition Date, the firm received approximately
$850,000 from the Debtors for professional services performed and
expenses incurred.  Further, A&M's current estimate is that it
has received unapplied advance payments from the Debtors in
excess of prepetition billings in the amount of $200,000.  The
Debtors and A&M have agreed that any portion of the advance
payments not used to compensate A&M for its prepetition services
and expenses will be held and applied against its final
postpetition billing and will not be placed in a separate
account.

Jeffery J. Stegenga, a managing director at A&M, says his firm is
not a "creditor" of any of the Debtors within the meaning of
Section 101(10) of the Bankruptcy Code.  Mr. Stegenga adds that
neither he nor any member of the A&M engagement team serving the
Debtors is a holder of any of the Debtors' debt or equity
securities.

Accordingly, Mr. Stegenga assures the Court that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, in that, A&M:

  (a) are not creditors, equity security holders, or insiders of
      the Debtors;

  (b) are not and were not, within two years before the date of
      the filing of the Debtors' Chapter 11 cases, a director,
      officer, or employee of the Debtors;

  (c) do not have an interest materially adverse to the interest
      of the estates or of any class of creditors or equity
      security holders, by reason of any direct or indirect
      relationship to, connection with, or interest in, the
      Debtors, or for any other reason.

The Debtors and A&M have agreed that notwithstanding the
Engagement Letter:

  (a) any controversy or claim with respect to the services
      provided by A&M to the Debtors will be brought in the U.S.
      Bankruptcy Court for the District of Delaware or the U.S.
      District Court for the District of Delaware;

  (b) A&M and the Debtors and all their successors consent to
      the jurisdiction and venue of the Bankruptcy and District
      Courts as the sole and exclusive forum for the resolution
      of those claims, causes of actions, or lawsuits;

  (c) A&M and the Debtors and all their successors waive trial
      by jury with the waiver being informed and freely made;

  (d) if the Bankruptcy Court or the District Court does not
      have or retain jurisdiction over the claims and
      controversies, A&M and the Debtors will submit first to
      non-binding mediation; and if mediation fails, then to
      binding arbitration; and

  (e) judgment on any arbitration award may be entered in any
      court having proper jurisdiction.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


MASONITE CORP: U.S. Trustee Fails to Appoint Creditors Committee
----------------------------------------------------------------
On behalf of Roberta A. DeAngelis, the Acting United States
Trustee for Region 3, David L. Buchbinder -- trial attorney
assigned to Masonite Corp. and its U.S. affiliates' Chapter 11
cases -- informed the U.S. Bankruptcy Court for the District of
Delaware that as of March 31, 2009, the U.S. Trustee failed to
appoint members of a committee of unsecured creditors in the
Debtors' bankruptcy cases.

According to Mr. Buchbinder, there has been insufficient response
to the U.S. Trustee's communication for service on the committee.

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


METALS USA: S&P Junks Corporate Credit Rating From 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.

"The ratings downgrade reflects our assessment that the
challenging operating environment will materially impact the
company's near-term operating results.  S&P believes that low
metal prices and weak end market demand will lead to deterioration
in credit metrics," said Standard & Poor's credit analyst Maurice
Austin.  "Specifically, S&P expects adjusted debt to EBITDA to
weaken above 15x by the end of 2009."

Our ratings reflect the significant volatility associated with its
markets and cash flows, thin margins, and highly leveraged
financial profile.  The ratings also reflect the company's
variable cost structure and its ability to generate cash flow from
working capital during periods of soft end markets.


METALS USA HOLDINGS: S&P Junks Corporate Credit Rating From 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Houston-based Metals USA Holdings Corp. and on its
wholly owned subsidiary, Metals USA Inc., to 'CCC+' from 'B-'.  At
the same time, S&P lowered its rating on the senior secured notes
and the senior unsecured pay-in-kind toggle notes to 'CCC-' from
'CCC'.

The recovery rating remains at '6' on these issues, indicating
negligible (0%-10%) recovery in the event of a payment default.
The outlook is negative.  All ratings are removed from
CreditWatch, where they were placed with negative implications on
March 18, 2009, due to the sharp deterioration in steel market
conditions in North America over the past several months and S&P's
expectation that operating conditions will remain challenging in
the near-term.

"The ratings downgrade reflects our assessment that the
challenging operating environment will materially impact the
company's near-term operating results.  S&P believes that low
metal prices and weak end market demand will lead to deterioration
in credit metrics," said Standard & Poor's credit analyst Maurice
Austin.  "Specifically, S&P expects adjusted debt to EBITDA to
weaken above 15x by the end of 2009."

S&P said its ratings reflect the significant volatility associated
with its markets and cash flows, thin margins, and highly
leveraged financial profile.  The ratings also reflect the
Company's variable cost structure and its ability to generate cash
flow from working capital during periods of soft end markets.


MILACRON INC: GECC and DDJ DIP Facilities Approved on Final Basis
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
granted Milacron Inc.'s request to borrow up to $55 million in
postpetition financing from General Electric Capital Corporation,
as administrative agent and GE Capital Financial, as issuing bank.
The GECC facility includes a $15 million sublimit for letters of
credit.

The Court also permitted the Debtors to obtain postpetition
financing of up to $80 million under a term loan facility and a
note purchase with DDJ Capital Management acting as administrative
agent.

Milacron and certain of its subsidiaries entered into a debtor-in-
possession credit agreement on March 11, 2009, with certain
affiliates of Avenue Capital Group and certain funds or accounts
managed by DDJ Capital Management LL.

Also on March 11, the Company acknowledged and agreed to recognize
an Intercreditor Agreement dated as of March 10, 2009, between
General Electric Capital Corporation and DDJ Capital Management,
LLC.  The Intercreditor Agreement sets forth the seniority and
priority of the respective liens on the Company's assets created
by the DIP Term Facility and the $55 million Credit Agreement with
GECC.

The GECC Facility, among others, requires the Debtors to retain
Rothschild Inc., and Conway, Del Genio, Gries & Co, LLC or any (i)
a restructuring advisor and (ii) a financial advisor that, in each
case, has substantial experience and expertise advising Chapter 11
debtors-in-possession in large and complex bankruptcy cases.

A full-text copy of the $80 Million Senior Secured Superpriority
Priming Debtor-In-Possession Credit Facility dated as of March 11,
2009, among Milacron Inc., Avenue Investments, L.P., and DDJ
Capital Management, LLC, is available at no charge at:

               http://ResearchArchives.com/t/s?3a76

A full-text copy of the Intercreditor Agreement dated March 10,
2009, between General Electric Capital Corporation and DDJ Capital
Management, LLC and acknowledged and agreed to by Milacron Inc.
and certain subsidiaries, is available at no charge at:

               http://researcharchives.com/t/s?3a77

A full-text copy of the $55 Million Senior Secured, Super Priority
Debtor-In-Possession Credit Agreement dated as of March 11, 2009,
among Milacron Inc., certain of its subsidiaries and General
Electric Capital Corporation, is available at no charge at:

               http://researcharchives.com/t/s?3a78

As reported by the Troubled Company Reporter, the Debtors entered
into a Restructuring Support Agreement on March 10 with certain
affiliates of Avenue Capital Group and certain funds or accounts
managed by  DDJ Capital , which hold approximately 78% of the
Company's 11-1/2% Senior Secured Notes, and a commitment letter
for a debtor-in-possession credit agreement.

The RSA includes an agreement in principle whereby the Noteholder
Group, together with eligible holders of Notes that accept an
invitation to participate in the transaction, would purchase
substantially all of the Company's assets.  As consideration for
the Company's assets, the Noteholder Group would, among other
things, repay the full amount of the DIP Term Loan Facility and
the DIP Revolving Credit Facility, assume certain of the Company's
ordinary course liabilities and provide additional consideration
to the holders of the Company's Notes that do not participate in
the process.

Upon executing a definitive purchase agreement, the Company will
solicit competing bids from other potential purchasers and conduct
a sales process approved by the Bankruptcy Court.  The Company's
assets would then be sold to the bidder submitting the highest and
best offer, subject to Bankruptcy Court approval.

                        About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. supplies plastics-
processing technologies and industrial fluids, with major
manufacturing facilities in North America, Europe and Asia.
First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the Company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions  include the Company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the Company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., and Patrick Burns, Esq., at Dinsmore &
Shohl LLP, represent the Debtors in their restructuring efforts.
The Debtors proposed Torys LLP as counsel to the CCAA proceeding;
Conway Del Genio Gries & Co. LLC as restructuring and financial
advisor; Rothschild Inc. as banker and financial advisor; Kurtzman
Carson Consultants LLC as claims agent; and RSM Richter Inc. as
CCAA monitor.  Paul, Hastings, Janofsky & Walker LLP, represents
DIP Lender General Electric Capital Corp.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MIRANT CORP: Class Action Plaintiffs Seek More Time to File Claims
------------------------------------------------------------------
David Walters, Gregory Ho and Steven Webb ask Judge D. Michael
Lynn of the United States Bankruptcy Court for the Northern
District of Texas to extend until October 30, 2009, the bar date
for late-filed claims to allow them and members of a putative
class to pursue the statutorily-mandated wages and penalties they
are owed.

The Claimants tell the Court that they represent a class of
current and former operators at three of the Debtors' power
plants in California, and are named plaintiffs in a class action
against the Debtors filed on October 17, 2007, in the Superior
Court of the County of San Francisco, in California.

The class action, titled In re Mitchell, et al. v. Mirant
California LLC, No. CGC 07-468320, seeks statutory damages in the
form of wages that the Debtors owe the putative class for
providing solely on-duty meal and rest periods, along with
derivative statutory penalties.  The lawsuit seeks the wages from
four years to the October 2007 filing date of the complaint and
from 2003 to the present.

The Claimants' counsel, John Paul Stanford, Esq., at Quilling,
Selander, Cummiskey & Lownds, P.C. in Dallas, Texas, relates that
on February 10, 2009, the Debtors informed the Claimants that all
of their claims prior to January 3, 2006, had been discharged by
order of the Bankruptcy Court.  The Claimants, Mr. Stanford says,
learned that because they had not timely filed their claims
alleged in the class action by January 24, 2006 Claims Bar Date,
their claims were effectively discharged upon the Debtors'
emergence from bankruptcy on January 3, 2006.

The Claimants do not dispute that they received a notice of the
Debtors' bankruptcy filing and the January 24, 2006 Claims Bar
Date.  Nevertheless, the Claimants ask that the Bankruptcy Court
to permit them and the putative class members to assert late-
filed claims based on excusable neglect.

Mr. Stanford explains that the Claimants did not know that they
had the statutory claims they allege in the class action until
July 2007 when Pacific Gas & Electric settled claims on behalf of
PG&E's power plant operators for back wages owed those operators
for on-duty meal periods.  Prior to July 2007, the Claimants had
no idea that the on-duty meal and rest periods they suffered
could be unlawful after all their union had assented to a series
of collective bargaining agreements that set out that power plant
operators' meal and rest periods were on-duty and to be taken at
the operators' workstations.

Despite having learned of their claim in July 2007, Mr. Stanford
says the Claimants still did not know until February 10, 2009,
that they ought to have filed a motion asking the Court to
sustain a substantial portion of their claims, Mr. Stanford tells
the Court.  The Claimants, he says, certainly would have filed
the motion sooner if Debtor had informed them of the lateness of
their claims.

According to Mr. Stanford, the Claimants' claims are not
substantial in relation to the rest of the claims that have been
filed against the Debtors.  In general, the value of each
putative class member's late-filed claim, though varying, is
estimated at approximately $30,000.  The Debtors' exposure, he
says, to the putative class with respect to the late-filed claims
is slightly more than $3,000,000.

Mr. Stanford asserts that the class' claims will not dramatically
increase the amount of unresolved claims or substantially delay
completion of the Debtors' plan of reorganization.  He notes that
a substantial portion of the claims against the Debtors have
already been resolved, thus allowing the Claimants' claims will
not disrupt efficient judicial administration.

Mr. Stanford further asserts that the Court should consider that
the Claimants are not the typical claimant whose claim is based
solely on contract.  Rather, the Claimants are the Debtors'
present and former employees on whose backs the Debtors'
exceedingly profitable emergence from bankruptcy was built, Mr.
Stanford contends.  Without these employees, the Debtors would
not have been able to succeed as they did with their
reorganization, he further contends.

Moreover, Mr. Stanford contends that the debt owed to the
Claimants and the putative class is based on California law.  It
would be inequitable and contrary to public policy to deny those
workers the wages that California law mandates be paid to
employees who are required to work on-duty meal and rest periods,
he asserts.

                         Debtors Object

The Debtors ask the Court to deny the putative creditors' motion
on the grounds that the putative creditors cannot establish
excusable neglect and thus, cannot show good cause why their
motion should be granted.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
argues that "[the Claimants] seek to make a mockery of the
Chapter 11 discharge (i) granted under the Bankruptcy Code, (ii)
approved in a confirmed Chapter 11 Plan, and (iii) embodied in a
final order of the Court.  After the expenditure of thousands of
hours of judicial resources and hundreds of millions of dollars
reorganizing the Debtors, David Walter, Gregory Ho, and Steven
Webb seek to undermine the fresh start provided by the statutory,
contractual and judicial discharge of claims granted over three
years ago."

The Putative Creditors seek the extension despite the fact that
prior to the expiration of the bar date they had actual knowledge
of the facts on which their alleged claims are predicated and of
the Chapter 11 cases and that they were served with actual notice
of applicable bar dates, Mr. Peck notes.

The Putative Creditors had ample opportunity to file an
Administrative Claim before the Bar Date, Mr. Peck asserts.  They
knew everything they needed to know to assert their claim within
the same time frame as all other administrative claimants and
they had ample opportunity to ask the Court to extend the Bar
Date in a timely fashion.  Nevertheless, the Putative Creditors
have continuously and inexclusively failed to act, Mr. Peck
asserts.

                Mirant Commences Adversary Action

Separately, Mirant Corp. and Mirant California LLC filed an
adversary proceeding asking the U.S. Bankruptcy Court to declare
that Messrs. Walters, Ho, and Webb, individually and on behalf of
all other alleged similarly situated individuals, are in civil
contempt for having violated the order confirming the Debtors'
Plan of Reorganization by commencing the class action as to the
"discharged alleged claims" and thereafter refusing to withdraw
the Discharged Alleged Claims.

As a result of the civil contempt, the Debtors assert that they
are entitled to money damages.

By the adversary proceeding, the Debtors also ask the Bankruptcy
Court to declare that the Discharged Alleged Claims and any
liability of the Debtors were discharged by the Plan, the
Confirmation Order and the Bankruptcy Code and that Messrs.
Walters, Ho, and Webb violated the Plan, the Confirmation Order
and the Bankruptcy Code by including the Discharged Alleged Claims
in the Action and will continue to violate these if they continue
pursuing the Discharged Alleged Claims.

The Debtors also seek an award of all their attorneys' fees and
costs incurred as a result of enforcing the provisions of the
Plan, the Confirmation Order, and the Bankruptcy Code.

                        About Mirant Corp.

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

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

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

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

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

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

                           *     *     *

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

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MIRANT CORP: Adopts Stockholder Rights Plan to Protect NOLs
-----------------------------------------------------------
Mirant Corporation on March 26, 2009, entered into a rights
agreement with Mellon Investor Services, LLC, as Rights Agent, to
deter acquisitions of Mirant's common stock that would potentially
limit its ability to use its net operating loss carryforwards and
any built in losses to reduce potential future federal income tax
obligations.

Under the Rights Agreement, from and after the record date of
April 6, 2009, each share of Common Stock will carry with it one
preferred share purchase right, until the Distribution Date or
earlier expiration of the Rights, as described below.

In general terms, the Rights will work to impose a significant
penalty upon any person or group which acquires 4.9% or more of
the outstanding Common Stock after March 26, 2009, without the
approval of the Company's Board of Directors.

Stockholders that own 4.9% or more of the outstanding Common
Stock as of the close of business on March 26, 2009, will not
trigger the Rights so long as they do not:

  (i) acquire additional shares of Common Stock (a) representing
      0.2% or more of the shares of Common Stock then
      outstanding, if they have continuously owned 5.0% or more
      of the Common Stock since March 26, 2009, or (b) that are
      in an amount that would result in the stockholders owning
      5% or more of the Common Stock if they have continuously
      owned 4.9% or more of the Common Stock, but have not
      continuously owned 5.0% or more of the Common Stock, since
      March 26, 2009; or

(ii) fall under 4.9% ownership of Common Stock and then re-
      acquire shares that in the aggregate equal 4.9% or more of
      the Common Stock. The Board may, in its sole discretion,
      exempt any person or group for purposes of the Rights
      Agreement if it determines the acquisition by such person
      or group will not jeopardize tax benefits or is otherwise
      in the Company's best interests.  The Rights Agreement is
      not expected to interfere with any merger or other
      business combination approved by the Board.

From April 6, 2009, until the Distribution Date or earlier
expiration of the Rights, the Rights will trade with, and will be
inseparable from, the Common Stock. New Rights will also
accompany any new shares of Common Stock that the Company issues
after April 6, 2009, until the Distribution Date or earlier
expiration of the Rights.

Each Right will allow its holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating
Preferred Stock for $50, subject to adjustment, once the Rights
become exercisable.  This portion of a Preferred Share will give
the stockholder approximately the same dividend and liquidation
rights as would one share of Common Stock.  Prior to exercise,
the Right does not give its holder any dividend, voting, or
liquidation rights.

The Rights will not be exercisable until 10 days after the public
announcement that a person or group has become an "Acquiring
Person" by:

  (i) obtaining beneficial ownership, after March 26, 2009, of
      4.9% or more of the outstanding Common Stock; or

(ii) if already the beneficial owner of at least 4.9% of the
      outstanding Common Stock, by acquiring additional shares
      of Common Stock (a) representing 0.2% or more of the
      outstanding Common Stock if the person or group has
      continuously owned 5.0% or more of the outstanding Common
      Stock since March 26, 2009, or (b) that are in an amount
      that would result in a person or group owning 5.0% or
      more of the Common Stock if the person or group has
      continuously owned 4.9% or more of the outstanding Common
      Stock, but has not continuously owned 5.0% or more of the
      outstanding Common Stock, since March 26, 2009, unless
      exempted by the Board.

The date when the Rights become exercisable is the "Distribution
Date."  Until that date or earlier expiration of the Rights, the
Common Stock certificates will also evidence the Rights, and any
transfer of shares of Common Stock will constitute a transfer of
Rights.  After that date, the Rights will separate from the
Common Stock and be evidenced by book-entry credits or by Rights
certificates that the Company will mail to all eligible holders
of Common Stock.  Any Rights held by an Acquiring Person are void
and may not be exercised.

               Consequences of a Person or Group
                  Becoming an Acquiring Person

If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for payment of the
Exercise Price, purchase shares of Common Stock with a market
value of twice the Exercise Price, based on the market price of
the Common Stock as of the acquisition that resulted in such
person or group becoming an Acquiring Person.

After a person or group becomes an Acquiring Person, the Board
may extinguish the Rights by exchanging one share of Common Stock
or an equivalent security for each Right, other than Rights held
by the Acquiring Person.

                  Preferred Share Provisions

Each one one-hundredth of a Preferred Share, if issued:

   -- will not be redeemable;

   -- will entitle its holder to dividends equal to the
      dividends, if any, paid on one share of Common Stock;

   -- will entitle its holder upon liquidation either to receive
      $1 or an amount equal to the payment made on one share of
      Common Stock, whichever is greater.

   -- will have the same voting power as one share of Common
      Stock.

   -- will entitle holders to a per share payment equal to the
      payment made on one share of Common Stock, if shares of
      Common Stock are exchanged via merger, consolidation, or a
      similar transaction.

The value of one one-hundredth interest in a Preferred Share is
expected to approximate the value of one share of Common Stock.

The Rights will expire on the earliest of:

  * March 25, 2010;

  * the time at which the Rights are redeemed;

  * the time at which the Rights are exchanged;

  * the repeal of Section 382 or any successor statute, or any
    other change, if the Board determines that the Rights
    Agreement is no longer necessary for the preservation of tax
    benefits;

  * the beginning of a taxable year of the Company to which the
    Board determines that no tax benefits may be carried forward
    and no built-in losses may be recognized; or

  * a determination by the Board, prior to the time any person
    or group becomes an Acquiring Person, that the Rights
    Agreement and the Rights are no longer in the best interests
    of the Company and its stockholders.

The Board may redeem the Rights for $.001 per Right at any time
before any person or group becomes an Acquiring Person.  If the
Board redeems any Rights, it must redeem all of the Rights.  Once
the Rights are redeemed, the only right of the holders of Rights
will be to receive the redemption price of $.001 per Right.  The
redemption price will be adjusted if the Company has a stock
split or stock dividends of its Common Stock.

The Board may adjust the Exercise Price, the number of Preferred
Shares issuable and the number of outstanding Rights to prevent
dilution that may occur from a stock dividend, a stock split, or
a reclassification of the Preferred Shares or Common Stock.

The terms of the Rights Agreement may be amended by the Board
without the consent of the holders of the Rights. After a person
or group becomes an Acquiring Person, the Board may not amend the
agreement in a way that adversely affects holders of the Rights.

                      Declaration of Dividend

The Mirant Board has authorized and declared a dividend of one
preferred share purchase right for every common share of the
company outstanding as of April 6, 2009.  Each right represents
the right to purchase one one-hundredth of a Preferred Share.
The Board has further authorized and directed the issuance of one
Right with respect to each Common Share that will become
outstanding between the Record Date and the earliest of the
Distribution Date, the Redemption Date, the Early Expiration Date
and the Final Expiration Date.

The Exercise of Rights is governed under these procedures:

  (a) The registered holder of any Right Certificate may
      exercise the Rights, in whole or in part, at any time
      after the Distribution Date, upon surrender of the Right
      Certificate, with the form of election to purchase
      properly completed and duly executed;

  (b) The Purchase Price for every one one-hundredth of a
      Preferred Share purchasable pursuant to the exercise of a
      Right will initially be $50, and will be subject to
      adjustment from time to time;

  (c) Upon receipt of a Right Certificate representing
      exercisable Rights, the Rights Agent will promptly:

        -- requisition from any transfer agent of the Preferred
           Shares certificates for the number of Preferred
           Shares to be purchased and the Company irrevocably
           authorizes any transfer agent to comply with all
           requests; or

        -- requisition from the depositary agent depositary
           receipts representing the number of one one-
           hundredths of a Preferred Share as are to be
           purchased and the Company directs the depositary
           agent to comply with the request;

        -- when necessary to comply with this Rights Agreement,
           requisition from the Company the amount of cash to be
           paid in lieu of issuance of fractional shares;

        -- after receipt of the certificates or depositary
           receipts, cause these to be delivered to or upon
           the order of the registered holder of the Right
           Certificate, registered in the name or names as may
           be designated by the holder; and

        -- when necessary to comply with this Rights Agreement,
           after receipt, promptly deliver the cash to or upon
           the order of the registered holder of that Right
           Certificate; and

  (d) In case the registered holder of any Right Certificate
      will exercise less than all the Rights evidenced, a new
      Right Certificate evidencing Rights equivalent to the
      Rights remaining unexercised will be issued by the
      Rights Agent to the registered holder of that Right
      Certificate or to the holder's duly authorized assigns.

All Right Certificates surrendered for the purpose of exercise,
if surrendered to the Company or to any of its agents, be
delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered to the Rights Agent, will be cancelled
by it, and no Right Certificates will be issued in lieu thereof
except as expressly permitted by any of the provisions of the
Agreement.

Mirant will deliver to the Rights Agent for cancellation and
retirement, and the Rights Agent will cancel and retire, any
other Right Certificate purchased or acquired by the Company.
A full-text copy of the Rights Agreement with the Summary of
Rights to Purchase Preferred Shares is available for free at:

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

                        About Mirant Corp.

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

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

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

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

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

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

                           *     *     *

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

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MIRANT CORP: Five Officers Disclose Equity Stake
------------------------------------------------
In separate Form 4's filed with the U.S. Securities and Exchange
Commission, five officers of Mirant Corporation disclosed that on
March 3, 2009, they collectively acquired 1,129,841 Restricted
Units of Exide common stock:

                                                 Beneficially
                                 Shares           Owned After
  Officer                        Acquired         Transaction
  -------                        --------        ------------
  Thomas Legro                     26,199              59,860
  William S. Linn                  62,308             163,504
  James Iaco                       62,308             168,271
  Robert M. Edgell                 71,282             187,432
  Edward R. Muller                218,269             550,774

Every Restricted Stock Unit represents a contingent right to
receive one share of Mirant Common Stock.  The restricted stock
units have a three year vesting period.

In the same individual Form 4's, the officers reported that they
have derived employee stock options, or the right to buy shares
of Mirant Common Stock at $10.40 per share to expire on March 3,
2019:
                                       Beneficially
                        Number         Owned After
  Officer             of shares        Transaction
  ---------           ---------        -----------
  Thomas Legro           26,608             26,608
  William S. Linn        63,281             63,281
  James Iaco             63,281             63,281
  Robert M. Edgell       72,396             72,396
  Edward R. Muller      221,679            221,679

These stock options have a three year vesting period.

                        About Mirant Corp.

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

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

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

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

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

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

                           *     *     *

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

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MIRANT CORP: To Conduct 2009 Shareholders' Meeting on May 7
-----------------------------------------------------------
Mirant Corporation says it will hold its annual meeting of
stockholders on May 7, 2009, at 8:00 a.m. Eastern Daylight Time
at the company's corporate headquarters located at 1155 Perimeter
Center West, in Atlanta, Georgia.

Then, Mirant will host an earnings call to discuss its first
quarter 2009 financial results, from 9 a.m. to 10 a.m. EDT on
May 8.

Analysts are invited to listen to the call by dialing 888 259 8552
(International 913 312 1503) and referencing pass code 9341108, or
by logging onto http://www.mirant.com/ A recording of the event
will be available for playback on this site beginning on Friday,
May 8, 2009, at 1 p.m. EDT.  A replay will also be available by
dialing 888 203 1112 (International 719 457 0820), and entering
the pass code 9341108.

Julia A. Houston, Mirant's Corporate Secretary, in a March 27,
2009, filing with the U.S. Securities and Exchange Commission says
the 2009 Annual Meeting of Stockholders will be held to:

  (1) elect nine members of the Board of Directors nominated
      by the Board of Directors;

  (2) ratify the appointment of KPMG LLP as our independent
      registered public accountant for 2009;

  (3) act on the stockholder proposal described in the
      attached Proxy Statement; and

  (4) transact other business as may properly be brought
      before the meeting and any and all adjournments or
      postponements.

                     Stockholder Proposal

In 2007, the Intergovernmental Panel on Climate Change found that
that "warming of the climate system is unequivocal" and that man-
made greenhouse gas emissions are now believed, with greater than
90 percent certainty, to be the cause.  In October 2007, a group
representing the world's 150 scientific and engineering academies
including the U.S. National Academy of Sciences issued a report
urging governments to lower greenhouse gas emissions by
establishing a firm and rising price for such emissions and by
doubling energy research budgets to accelerate deployment of
cleaner and more efficient technologies.

In October 2006, a report authored by former chief economist of
The World Bank, Sir Nicolas Stern, estimated that climate change
will cost between 5% and 20% of global domestic product if
emissions are not reduced, and that greenhouse gases can be
reduced at a cost of approximately 1% of global economic growth.
The report also warned that "the investment that takes place in
the next 10-20 years will have a profound effect on the climate
in the second half of this century and in the next."

According to Ms. Houston, the shareholders request a report
reviewed by a board committee of independent directors on how the
company is responding to rising regulatory, competitive, and
public pressure to significantly reduce carbon dioxide and other
emissions from the company's products and operations.  The
report, as asserted by the shareholders, should be provided by
September 1, 2009, at a reasonable cost and omit proprietary
information.

The Board of Directors, Ms. Houston says, recommends a vote
against the shareholders' proposal.

The Board of Directors reasons out that Mirant's principal
responsibility is to provide reliable and competitive
electricity.  In doing so, Mirant recognizes the importance of
minimizing the environmental impact of our operations.  The Board
points out that Mirant:

  (a) have underway a $1.674 billion initiative to install, by
      2010, emissions controls at our Maryland facilities that
      will be capable of reducing emissions of sulfur dioxide,
      nitrogen oxides and mercury by approximately 98%, 90%
      and 80%, respectively, for three of its largest coal-
      fired units;

  (b) participate in the Regional Greenhouse Gas Initiative, a
      multi-state effort in the Northeast, which calls for the
      stabilization of carbon dioxide emissions at current
      levels from 2009 to 2015, followed by a 2.5% reduction
      each year from 2015 to 2018;

  (c) participate in the Climate Registry for its California
      plants;

  (d) have adopted corporate "Principles for Addressing
      Greenhouse Gases' and supported a global approach to
      reducing emissions of all sources of carbon, not just
      emissions from the electric sector;

  (e) have supported "cap and trade' legislation in Congress;
      and

  (f) recently joined the Chicago Climate Exchange, a voluntary
      greenhouse gas registry, reduction and trading system, and
      have committed to meet annual emissions reduction targets
      and, by 2010, to reduce its greenhouse gas emissions by 6%
      below the average of its 1998 to 2001 levels.

Although there is no existing cost-effective technology to reduce
emissions of carbon dioxide from power plants fueled by coal, oil
or gas, the Board says the company is exploring ways to mitigate
emissions by, among other things, improving the efficiency of its
plants, recycling waste products like gypsum and ash and seeking
offsets.  The Board thinks the company has taken a reasonable and
practical approach to manage carbon dioxide and other emissions
and has estimated and disclosed its existing and future emissions
and described its emissions reduction efforts in its SEC filings,
including its recently filed Annual Report on Form 10-K.

The Board says the proposed report would be largely duplicative
of its current disclosure and does not think that the time and
resources required to produce the report would create additional
value for the company's stockholders.

Ms. Houston says that in accordance with the Company's Bylaws and
by order of the Board of Directors, stockholders owning Mirant
common stock at the close of business on March 9, 2009, are
entitled to attend and vote at the meeting.  Stockholders who
plan to attend the meeting in person, are requested to note that
they may be asked to present valid picture identification, like
driver's license or passport.

A full-text copy of Mirant Corp.'s Proxy Statement is available
for free at http://ResearchArchives.com/t/s?3af7

The Proxy Statement and the 2008 Annual Report are also available
at http://www.mirant.com/under "Investor Relations," then
"Financial Information," then "Annual Reports."

                        About Mirant Corp.

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

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

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

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

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

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

                           *     *     *

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

In December 2008, Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on Mirant and its subsidiaries,
Mirant North America LLC and Mirant Americas Generating LLC
following a full review of the company.  S&P rated Mirant and all
of its subsidiaries, including Mirant Mid-Atlantic, on a
consolidated basis.  Mirant has a weak business profile,
reflecting exposure to merchant power commodity markets,
environmental emissions compliance due to coal fuel use, and debt
refinancing, according to S&P.  These risks are mitigated by a
large, base-load coal asset position, some geographic diversity,
and solid plant operations.


MONACO COACH: Panel Member to Acquire Fleetwood Trailer Inventory
-----------------------------------------------------------------
Fleetwood Enterprises and its affiliates ask the U.S. Bankruptcy
Court for the Central District of California for authority to sell
their travel trailer inventory to Lazy Days' R.V. Center, Inc.,
free and clear of liens, claims, interests and encumbrances.

Bankruptcy Data reports that Lazy Days offered an aggregate cash
purchase price of $2,250,968.  The inventory includes 154 finished
travel trailer units, comprising all of Fleetwood Enterprises'
remaining inventory in the travel trailer realm, the report says.

Lazy Days is one of seven entities named to the official committee
of unsecured creditors in the bankruptcy cases of Monaco Coach
Corporation, maker of motorized and towable recreational vehicles,
according to the Troubled Company Reporter on March 27, 2009.

                         About Lazy Days

Based in Seffner, Florida, Lazy Days' R.V. Center Inc., is a
single-site dealer of new and previously-owned recreational
vehicles.  The Company is a primary point of distribution for
eight of the leading manufacturers in the recreational vehicle
retail industry.  The Company is widely recognized in the RV
community as the premier destination for RV enthusiasts.  Lazy
Days' is a wholly owned subsidiary of LD Holdings, Inc.

As reported by the Troubled Company Reporter in November 2008,
Lazy Days said it would not pay the interest payment due Nov. 17,
2008, on $137 million in 11.75% senior notes that mature May 15,
2012.

Lazy Days in March entered into a fourth amendment to its
Forbearance Agreement dated December 12, 2008, with certain
holders of Lazy Days' 11-3/4% Senior Notes due 2012.  As of
March 30, Lazy Days has obtained forbearance from holders of more
than 81% of the Notes from exercising their potential remedies
under the Indenture dated as of May 14, 2004.

Under the Fourth Amendment, more than 81% of the holders of the
Notes have agreed to forbear from exercising their potential
remedies under the Indenture at least until April 13, 2009, unless
the Company fails to meet its obligations under the Forbearance
Agreement prior to that date.  Lazy Days has yet to provide update
on the matter.

As of September 30, 2008, the Company had $318.0 million in total
assets and $251.9 million in total liabilities.

                           *     *     *

According to the Troubled Company Reporter, in November 2008,
Moody's Investors Service downgraded Lazy Days' ratings, including
the Corporate Family Rating and Probability of Default Ratings to
Ca from Caa2.  Moody's also downgraded the rating on the company's
11.75% senior unsecured notes to C from Caa3.  Lazy Days' SGL-4
Speculative Grade Liquidity rating was affirmed.  The ratings
remain on review for possible downgrade.

Standard & Poor's Ratings Services also lowered its long-term
corporate credit rating Lazy Days' to 'CC' from 'CCC+', as well as
S&P's rating on the company's unsecured debt to 'C' from 'CCC-'.
The outlook is negative.

                      About Monaco Coach

Monaco Coach Corporation, a national manufacturer of motorized and
towable recreational vehicles, is ranked as the number one
producer of diesel-powered motorhomes.  Headquartered in Coburg,
Oregon, with manufacturing facilities in Oregon and Indiana, the
Company offers a variety of RVs, from entry-level priced towables
to custom-made luxury models under the Monaco, Holiday Rambler,
Safari, Beaver, McKenzie, and R-Vision brand names.  The Company
operates motorhome-only resorts in California, Florida, Nevada and
Michigan.  Monaco Coach is listed on the Pink Sheets under the
symbol "MCOAQ".

As of September 27, 2008, the Company had $442.1 million in total
assets and $208.8 million in total liabilities.

Monaco Coach Corporation and its affiliates filed for Chapter 11
on March 5 (Bankr. D. Del., Lead Case No. 09-10750).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, was tapped as
counsel.  Omni Management Group LLC serves as the Debtors' claims,
balloting, noticing and administrative agent.

                    About Fleetwood Enterprises

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


MORGAN STANLEY: S&P Corrects Rating on Two Classes of 2006-8 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services corrected its ratings on two
classes of Morgan Stanley ACES SPC's secured fixed-rate notes
series 2006-8 by lowering its rating on the $3 million class A-7
notes to 'CCC+' from 'B' and raising its rating on the $3 million
class A-11 notes to 'BB+' from 'BB'.  The class A-7 notes remain
on CreditWatch with negative implications, where they were placed
June 29, 2007.

The rating actions follow the March 17, 2009, lowering of S&P's
rating on Huntsman International LLC's $175 million 7.375% senior
subordinated notes due Jan. 1, 2015 (the reference obligation of
the class A-7 notes) to 'CCC+' from 'B' and the March 18, 2009,
raising of S&P's rating on Rock-Tenn Co.'s $250 million 8.2%
senior secured notes due Aug. 15, 2011 (the reference obligation
of the class A-11 notes) to 'BB+' from 'BB'.  The Huntsman
International notes remain on CreditWatch negative, where they
were placed Feb. 11, 2005.

The ratings on the class A-7 and A-11 notes are dependent on the
lowest of the rating on the related reference obligation; the
rating on Morgan Stanley ('A'), which acts as the swap payments
guarantor; or the rating on the underlying security, BA Master
Credit Card Trust II's class A floating-rate asset-backed
certificates series 2001-B due Aug. 15, 2013 ('AAA').


NAVISTAR INTERNATIONAL: Fitch Affirms 'BB-' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of Navistar
International Corporation and Navistar Financial Corp. at 'BB-',
the Rating Outlook remains Negative.  The ratings cover
approximately $1.8 billion of debt at NAV and $3.2 billion debt at
NFC as of Jan. 31, 2009.

Fitch affirms these:

Navistar International Corp.

  -- Issuer Default Rating at 'BB-';
  -- Senior unsecured bank facility at 'BB-'.

Navistar Financial Corp.

  -- IDR at 'BB-';
  -- Senior unsecured bank lines at 'BB-'.

Due to the close operating relationship and importance to the
parent, NFC's ratings are directly linked to those of the ultimate
parent.  The relationship is governed by a formal operating
agreement that among other things, requires NIC to own 100% of
NFC's equity at all times.

NAV's Negative Outlook is based on concerns at NFC and the risk
that the economy continues to weaken, pressuring consolidated
performance of NAV.  In particular, Fitch expects NFC's operating
performance and asset quality to remain pressured.  Fitch is also
concerned with $1.9 billion of refinancing risk at NFC in 2010 and
NFC's current capitalization levels.

At NAV's manufacturing operations, the Negative Outlook reflects
the continued weakening of the U.S. and Canadian medium- and
heavy-truck market that will contribute to declining sales at the
company in its current fiscal year.  NAV's manufacturing
operations outlook has improved somewhat, reflected by improved
credit metrics, positive free cash flow, successful military
business entrance, Class 8 market share growth, settlement with
Ford and related low margin engine business exit, and current
filing status.  Fitch's expectation is that NAV's manufacturing
operations will continue to perform well in this difficult
economic environment; however, Fitch will look for renewal of
NFC's funding facilities to reduce potential liquidity issues and
improvement in NFC's capitalization before considering a revision
of the Negative Rating Outlook.

The ratings affirmation is based on NAV's adequate liquidity
position, U.S. and Canada market share leadership in Class 6-8
trucks and school buses, competitive engine portfolio, strong
North American distribution network, military business strength
and potential future success with its Mahindra & Mahindra and
Caterpillar joint ventures.  Credit concerns include significant
pension liabilities, future cash pension contributions, and
material accounting weaknesses.  Additionally, Fitch is concerned
about the possibility of restructuring costs related to the weak
truck market and CAW contract that expires at the end of June.
NAV remains geographically dependent on North America and derived
approximately 92% of its 2008 fiscal-year revenue from this
region.

NFC's 2008 operating performance was a drag on NAV's overall
performance with a loss of $31 million in the fiscal year ending
Oct. 31, 2008 versus a profit of $67 million the previous year.
The loss was driven by increased provision for losses, impact of
fair value on swaps due to decreasing interest rates, and higher
funding costs.  Although, the derivative expense will be earned
back through the life of the loans, the volatility of this expense
could cause covenant issues and capital contributions from the
parent.  This occurred during the quarter ended Jan. 31, 2009,
whereby NIC made a $20 million capital contribution to and
maintain NFC's fixed-charge coverage at 1.25x.

Fitch expects future earnings to be low versus historical returns
as credit losses will remain relatively high due to the economic
environment. Fitch is concerned with NFC's long-term alternatives
to fund originations if the capital markets environment remains
status quo.  Execution risk is a concern on the renewal of NFC's
main funding facilities both maturing in June/July 2010.  Fitch
expects increasing risks at NFC, mainly due to weak capital
levels.  Leverage did show improvement to 10.99x at Jan. 31, 2009
from 13.48x Oct. 31, 2008, but it remains well above other captive
finance subsidiaries.

NAV has begun 2009 with increased revenue, higher margins, and
improved leverage on the strength of its military business and
increased Class 8 market share at the end of its first quarter
ending Jan. 31, 2009.  NAV expects sales for its entire fiscal
year to decline 5% to 8%, but for its manufacturing segment profit
and pre-tax income to increase.  NAV forecasts that Class 6-8
industry sales will decline 8% to 14% in its fiscal year, but
Fitch is concerned industry sales could fall further, which is
incorporated into Fitch's expectations and ratings.  Should the
year become more difficult for the company than expected, it has
the flexibility to preserve liquidity by reducing capital
expenditures, acquisitions, alliance and joint venture
investments, selling general and administrative expenses, and
share repurchase activity.  The end of 2009 could see a positive
improvement in industry sales related to pre-buying ahead of the
2010 emissions standards change, but this will have little impact
on NAV's 2009 results.

At the end of NAV's first quarter ending Jan. 31, 2009, Fitch
calculates NAV had a liquidity position of approximately $714
million, consisting of $582 million of cash and equivalents and
$341 million in aggregate credit facility capacity, less $209
million of current maturities of long-term debt.  NAV's $1.7
billion of credit facilities consist of a $200 million secured
asset-backed revolving credit facility, unsecured $1.1 billion
term loan and unsecured $400 million synthetic revolving credit
facility.  NAV's $200 million secured asset-backed credit facility
due June 2012 has a $10 million commitment against it, and this
bank revolver is subject to a borrowing base that could decrease
the availability of the facility.  NAV's $400 million unsecured
synthetic revolving credit facility due January 2012 has $230
million drawn on it and $19 million of letters of credit against
it.  This facility and the $1.1 billion term loan are subject to a
covenant that requires NAV to maintain a fixed charge coverage
ratio (EBITDA/fixed charges) of not less than 1.1 to 1.0 on a
rolling four-quarter basis.

Fitch expects NAV will be able to end the current fiscal year with
cash balances at least as high as at the end of fiscal 2008, and
the company should be able to generate positive free cash flow
even in a downside scenario, despite an expected increase in
capital expenditures.  The $250 million to $350 million capital
expenditures NAV is forecasting is higher than NAV's last fiscal
year in part to prepare for the 2010 emission standards change.
Other uses of cash in NAV's current fiscal year include pension
contributions of $40 million, a value that will balloon in 2010,
and restructuring cash charges of at least $58 million related to
the closing of its Indianapolis plants.  Fitch believes
restructuring cash costs could increase depending on the severity
of the industry's truck sales decline this year and the outcome of
the CAW contract talks.  NAV does not have plans to reduce its
debt in the near term and Fitch estimates cash interest expense
will be approximately $120 million this year.  The company
initiated a $36 million share repurchase program that expires this
July and to date has repurchased $7 million of its common stock
against it.  NAV expects its professional fees to decline to
between $30 million and $40 million this year which is a
significant improvement from 2008.  Fitch expects NAV's
investments in its Mahindra & Mahindra and CAT joint ventures this
year to be substantial as the company prepares to launch its first
joint products with Mahindra & Mahindra in July and possibly with
CAT by year-end.  Other material uses of cash this year could
include additional capital contributions to NFC and potential cash
outflows related to the possible acquisition of certain assets of
Monaco Coach.

Fitch calculates NAV's pension fund plan asset balance lost 36.6%
of its value in fiscal 2008, leading to year-end funded status of
74.8% ($763 million underfunded) compared with 94.8% in 2007.  NAV
contributed $108 million to its pension fund in 2008 and estimates
contributions in 2009 will be $44 million.  Based on current
forecasts NAV estimates that it may need to contribute at least
$250 million per year in 2010 through 2012 to comply with existing
U.S. pension plan funding regulations.  At Oct. 31, 2008, equities
accounted for 74% of NAV's pension plan assets including 8% in the
company's own stock, exposing NAV to additional market and
diversification risk.

NAV's leverage and coverage metrics improved dramatically in
fiscal 2008 and continued to improve in its latest quarter driven
primarily by higher revenues and margin expansion.  NAV's EBITDA
increased to $1.1 billion in its 2008 fiscal year compared to $347
million in fiscal 2007.  The company's latest 12 months EBITDA as
of Jan. 31, 2009 was $1.366 billion.  Debt in NAV's 2008 fiscal
year decreased to $1.834 billion from $2.028 billion in its 2007
fiscal year.  NAV's debt-to-EBITDA ratio decreased to 1.7x at the
end of its 2008 fiscal year compared to 5.8x in fiscal 2007.  As
of Jan. 31, 2009, NAV's leverage ratio was 1.3x.  NAV's EBITDA-to-
interest coverage increased to 7.2x at the end of its 2008 fiscal
year compared to 1.8x in its 2007 fiscal year.  As of Jan. 31,
2009, NAV's coverage ratio was 10.3x.  NAV's EBITDA margins
expanded to 7.7% in its 2008 fiscal year compared to 2.9% in
fiscal 2007 and were at 12.6% at the end of its latest quarter.


NEXPAK CORPORATION: Case Summary & 37 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Nexpak Corporation
        2444 Meadowbrook Parkway
        Duluth, GA 30096

Bankruptcy Case No.: 09-11244

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
AEI Acquisition LLC                                09-11245
Atlanta Precision Molding Co., LLC                 09-11246
EPM Holdings, Inc.                                 09-11247
JMC Acquisition LLC                                09-11248
Nexpak Holdings LLC                                09-11249

Type of Business: NexPak Corporation manufactures and supplies
                  packaging for DVD, CD, video, audio, and
                  professional media formats.

                  See http://www.nexpak.com/

Chapter 11 Petition Date: April 10, 2009

Court: District of Delaware (Delaware)

Debtor's Counsel: William A. Hazeltine, Esq.
                  Bankruptcy001@sha-llc.com
                  Sullivan Hazeltine Allinson LLC
                  4 East 8th Street, Suite 400
                  Wilmington, DE 19801
                  Tel: (302) 428-8191
                  Fax: (302) 428-8195

Estimated Assets: $10 million to $50 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Pam Capital Funding, L.P.      Subordinated      $17,833,908
c/o Highland Cap. Management   Secured Debt
LP
13455 Noel Road, Suite 800
Dallas, TX 75240

First Dominion 3               Subordinated      $3,490,829
c/o Credit Suisse              Secured Debt
11 Madison Avenue
New York, NY 10010

Highland Legacy, Ltd.          Subordinated      $2,816,429
c/o Highland Cap. Management   Secured Debt
LP
13455 Noel Road, Suite 800
Dallas, TX 75240

Morgan Stanley Prime           Subordinated      $2,579,304
Income Trust                   Secured Debt
c/o Morgan Stanley
1585 Broadway
New York, NY 10036

Deutsche Bank                  Subordinated      $2,406,655
60 Wall Street                 Secured Debt
New York, NY 10005

First Dominion 1               Subordinated      $2,321,374
c/o Credit Suisse              Secured Debt
11 Madison Avenue
New York, NY 10010

Chevron Phillips Chemical Co.  Materials         $2,088,807
P.O. Box 96001                 Supplier
Chicago, IL 60693

Ineos Olefms & Polymers        Materials         $1,921,666
13536 Collections Center Drive Supplier
Chicago, IL 60693

First Dominion 2               Subordinated      $1,547,582
c/o Credit Suisse              Secured Debt
11 Madison Avenue
New York, NY 10010

Highland Crusaders Offshore    Subordinated      $1,289,652
Partners                       Secured Debt
c/o Highland Cap. Management
LP
13455 Noel Road, Suite 800
Dallas, TX 75240

Cerberus Partners, LP          Subordinated      $1,165,822
c/o Cerberus Capital           Secured Debt
Management LP
299 Park Avenue
New York, NY 10171

Flagship 2001-1                Subordinated      $844,928
c/o Deutsche Bank              Secured Debt
60 Wall Street
New York, NY 10005

CSAM Funding II                Subordinated      $703,511
c/o Credit Suisse              Secured Debt
11 Madison Avenue
New York, NY 10010

W.P. Carey                     Landlord          $491,000

I Georgia Power Company        Utility           $177,520

Total Petrochemicals USA       Materials         $152,847
                               Supplier

Hangzahn                       Materials         $113,270
                               Supplier

CIGNA Health                   Insurance         $99,206
                               Premium

Sensormatic Electronics        Materials         $89,460
                               Supplier

Unisource                      Materials         $34,373
                               Supplier

Colormatrix                    Materials         $33,010
                               Supplier


Incite Strategic, LLC          Service Provider  $30,120

American Electric Power        Service Provider  $27,557

American Profol, Inc.          Materials         $27,552
                               Supplier

Wayne Battle Lumber Co.        Materials         $16,139
                               Supplier

Randstad                       Temporary         $15,570

SST Consumables Group          Materials         $14,570
                               Supplier

United Parcel Service          Delivery Service  $14,476

USF Holland                    Freight           $14,133

NHMG Financial Services        Equipment Lease   $13,752

Morris Trucking Corp.          Freight           $13,055

Forum Financial Services       Equipment Lease   $11,660

JIT Packaging, Inc.            Service Provider  $11,253

JMF Precision Welding, Inc.    Repair &          $10,950
                               Maintenance

CV Transport Inc.              Freight           $10,365

Groffre Investments            Landlord          $10,275

Orion Advanced Marketing       Sales             $10,154

The petition was signed by Kevin I. Dowd, president and chief
restructuring officer.


NORTEL NETWORKS: Pass-Through Trust Gets S&P's Junk Rating
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Nortel
Networks Lease Pass-Through Trust 2001-1's certificates to 'CCC'
from 'B-' and removed it from CreditWatch, where it was placed
with negative implications on Jan. 16, 2009.

The downgrade reflects the increased likelihood of principal
losses and interest shortfalls to the trust following Nortel
Networks Ltd.'s notification to the special servicer, Wachovia
Bank N.A., that it will not pay the special servicing fees due to
Wachovia.

S&P originally placed the rating on CreditWatch with negative
implications on Jan. 16, 2009, after Nortel announced that it will
file for creditor protection under the Companies' Creditors
Arrangement Act in Canada.

On Feb. 4, 2009, the loan securing the single-tranche transaction
was transferred to special servicing.

The trust certificates from series 2001-1 are secured by two notes
backed by five single-tenant office/R&D buildings in Research
Triangle Park, North Carolina, totaling 1,403,058 sq. ft. that are
leased to Nortel.

Based primarily on conversations with Wachovia, it is S&P's
understanding that Nortel has not rejected or modified the lease
and is current with the rent for the buildings it leases.
However, Nortel recently stated that it will not pay the special
servicing fees due to Wachovia.  If an interest shortfall occurs
and Standard & Poor's expects it will likely continue for the
foreseeable future, S&P may take additional negative rating
actions.

Additionally, due to Nortel's bankruptcy filing, Nortel may reject
the current lease or renegotiate the lease terms, which may result
in payment interruptions to the transaction.


NOVA HOLDING: Taps OPA as Financial Advisor and Investment Banker
-----------------------------------------------------------------
Nova Holding Clinton County, LLC, and its affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
employ Ocean Park Advisors, LLC, for financial advisory services
and investment banking services, effective as of March 30, 2009.

As the Debtors' financial advisor and investment banker, Ocean
Park will formulate strategic alternatives, negotiate with the
Debtors' creditor constituencies, and assist the Debtors to
achieve a successful outcome in the Chapter 11 cases which may
include an asset sale or other strategy.

Bruce Comer, a managing director at Ocean Park, assures the Court
that the firm does not hold or represent any interest materially
adverse to the Debtors or their estates, and that the firm is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code.

As compensation for their financial advisory services, Ocean
Park's professionals will bill at these hourly rates:

     Managing Director          $400-$500
     Vice President             $250-$350
     Associate                  $150-$250
     Administrative Personnel      $90

As compensation for the investment banking services, Ocean Park
will receive:

  a) an initial expense retainer in the amount of $75,000 which
     will be fully earned whether or not a successful sale
     transaction occurs.  If the transaction does not close by
     the fourth month anniversary of the execution of the
     Engagement Agreement, a $75,000 additional retainer will be
     paid.

  b) If Nova consummates a sale of a substantial portion of its
     assets, whether through an auction, private sale, Section 363
     sale or a recapitalization or transaction under a confirmed
     plan of reorganization, Ocean Park will be paid within 30
     days of the closing a success fee of 2.5% of the value of
     any said transaction; provided, however that in any case a
     minimum Success Fee of $175,000 will paid.  The success fee
     will not be reduced by the amount of the initial retainer or
     any subsequent retainer that was paid in connection with the
     Engagement Agreement.

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain 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 assets and
debts of $10 million to $50 million.


NOVA HOLDING: Wants to Employ Blank Rome as Bankruptcy Counsel
--------------------------------------------------------------
Nova Holding Clinton County and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Blank Rome LLP as general bankruptcy counsel.

Effective March 30, 2009, Blank Rome agreed to:

  a) advise the Debtors in the continued management of their
     business and properties and with respect to their powers,]
     rights, duties, and obligations;

  b) assist the Debtors regarding the administration and
     prosecution of their Chapter 11 cases, including taking all
     necessary actions to protect and preserve the Debtors'
     estates, which actions may include, without limitation,
     prosecution of adversary proceedings or contested matters,
     defense of actions or contested matters commenced against
     the Debtors, commencement and prosecution of objections to
     claims and assisting the Debtors in the claims
     reconciliation process;

  c) prepare and prosecute all motions, applications, answers,
     orders, reports, papers and other pleadings or papers to be
     filed with the Bankruptcy Court, and counsel the Debtors as
     requested regarding the preparation of schedules, statements
     of financial affairs, and operating reports in connection
     with the administration of the Debtors' estates;

  d) appear before the Bankruptcy Court, any other courts
     including any appellate courts, and the Office of the United
     States Trustee to represent and protect the interests of the
     Debtors and their estates at hearings and meetings
     concerning the Debtors' Chapter 11 cases;

  e) attend meetings and negotiate with representatives of
     creditors and other parties in interest and advise and
     consult on the conduct of the cases, including all of the
     legal and administrative requirements of operating in
     Chapter 11;

  f) advise the Debtors in connection with all matters relating
     to any sale or other use or disposition of assets;

  g) assist the Debtors in the formulation and negotiation of a
     Chapter 11 plan and related disclosure statement and
     confirmation of such plan, and represent the Debtors during
     the confirmation process;

  h) advise the Debtors as requested on compliance matters with
     the Securities and Exchange Commission, tax matters with the
     Internal Revenue Service, or any other matters involving
     governmental agencies;

  i) render to the Debtors other legal services as may be
     requested by management of the Debtors and as may be
     required in furtherance of their Chapter 11 cases.

Michael B. Schaedle, Esq., a partner at Blank Rome, assures the
Court that his firm represents no interest adverse to the Debtors
or their estates, and that the firm is a "disinterested person" as
that term is defined in Sec. 101(14) of the Bankruptcy Code.

Mr. Schaedle tells the Court that Blank Rome received $425,000 in
retainer payments from the Debtors prior to the filing of the
Chapter 11 cases.

The attorneys and paraprofessionals presently designated to
represent the Debtors and their current standard hourly rates are:

         Attorneys                    Hourly Rate
         ---------                    -----------
    Michael B. Schaedle, Esq.             $500
    Lawrence R. Wiseman, Esq.             $665
    David W. Carickhoff, Esq.             $430
    Erin O'Brien Harkiewicz, Esq.         $480
    Melissa S. Vongtama, Esq.             $400
    Stanley B. Tarr, Esq.                 $395
    Josef W. Mintz, Esq.                  $245
    Kathleen Senese                       $225

Based in Seneca, Illinois, Nova Holding Clinton County, LLC, makes
industrial organic chemicals and biological products.  Nova
Holding and certain 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 assets and
debts of $10 million to $50 million.


PARK AT ASPEN: Section 341(a) Meeting Slated for May 5 in Texas
---------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in Park at Aspen Lake II, L.P.' s Chapter 11 cases on May 5, 2009,
at 10:30 a.m., at Austin Room 118, Homer Thornberry Bldg., 903 San
Jacinto, Austin, Texas.

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.

Austin, Texas-based Park at Aspen Lake II, L.P., filed for Chapter
11 protection on April 3, 2009 (Bankr. W.D. Tex. Case No. 09-
10840).  Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
represents the Debtor in its restructuring efforts.  The Debtor
estimated assets of $10 million to $50 million and debts of
$10 million to $50 million.


PB SURF: U.S. Trustee Schedules Creditors Meeting on May 28
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in PB Surf, Ltd.'s Chapter 11 case on May 28, 2009, at 11:00 a.m.,
at 220 W. Garden Street, Suite 700, Pensacola, Florida.

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

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

Headquartered in Pensacola, Florida, PB Surf, Ltd. is a real
estate developer.  The Debtor filed for Chapter 11 protection on
April 6, 2009 (Bankr. N.D. Fla. Case No. 09-30656).  Bruce C.
Fehr, Esq., at Liberis & Associates, P.A., represents the Debtor
in its restructuring efforts.  The Debtor said its assets range
from $10 million to $50 million and its debts is $1 million to
$10 million.


PHILADELPHIA NEWSPAPERS: Gets Lenders Consent on Sonenshine Hiring
------------------------------------------------------------------
Maryclaire Dale at The Associated Press reports that Philadelphia
Newspapers' senior lenders have agreed to let the Debtor hire
investment banking firm Sonenshine Partners LLC to assist the
Company with its Chapter 11 reorganization.

The AP relates that the lenders previously complained that
Sonenshine Partners' work would duplicate that of another
financial firm, Alvarez and Marsal, which is already advising the
Debtor on operations.  The Debtor, the report states, said that
Sonenshine Partners' efforts won't be duplicative.  According to
the report, Philadelphia Newspapers will pay Sonenshine Partners
$75,000 a month.

The AP states that the lenders agreed on Monday to let
Philadelphia Newspapers keep using its cash to fund operations
through May 22.

According to The AP, Brian Tierney -- the CEO of The Philadelphia
Inquirer and Philadelphia Daily News -- defended the bonus he
received before the bankruptcy filing last year, saying that the
lenders' criticism of the payout is "disingenuous."  Mr. Tierney
said that the lenders at one point offered him a deal that would
have paid him millions if he would have agreed to their plans for
Philadelphia Newspapers, The AP relates.  Philadelphia Newspapers
Chairperson Bruce Toll had said that the Debtor's board approved
the bonuses, along with since-rescinded pay raises that would have
increased Mr. Tierney's salary to $850,000, the report states.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its affiliates filed for Chapter 11
bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead
Case No. 09-11204).  Proskauer Rose LLP is the Debtors' bankruptcy
counsel, while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP
is the local counsel.  The Debtors' financial advisor is Jefferies
& Company Inc.  The Debtors listed assets and debts of
$100 million to $500 million.


PHILADELPHIA NEWSPAPERS: Panel May Hire O'Melveny as Lead Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern Distict of Pennsylvania
has granted the official committee of unsecured creditors of
Philadelphia Newspapers, LLC, permission to employ O'Melveny &
Myers as its lead counsel under the general retainer, nunc pro
tunc to March 2, 2009.

As the Committee's lead counsel, OMM will primarily advise the
Committee generally regarding matters of bankruptcy law in
connection with the Chapter 11 cases, take actions to protect and
preserve the interests of unsecured creditors, and render other
necessary advice and services as the Committee may require.

OMM's professionals bill:

     Professional               Hourly Rate
     ------------               -----------
     Ben Logan, Esq.               $860
     Robert Blashek, Esq.          $880
     Gerald Bender, Esq.           $810
     Joshua Weisser, Esq.          $545
     Jennifer Taylor, Esq.         $480
     Melanie McLaughlin, Esq.      $425

Ben Logan, Esq., a partner at O'Melveny & Myers LLP, assured the
Court that the firm and the attorneys employed by it are
disinterested persons who do not hold or represent an interest
adverse to the Debtors or their estates.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its affiliates filed for Chapter 11
bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead
Case No. 09-11204).  Proskauer Rose LLP is the Debtors' bankruptcy
counsel.  Lawrence G. McMichael, Esq., Anne M. Aaronson, Esq., and
Catherin G. Pappas, Esq., at Dilworth Paxson LLP represents the
Debtors as local counsel.  Alvarez & Marsal North America, LLC is
the Debtors' restructuring advisor.  The Debtors listed assets and
debts of $100 million to $500 million each.


PILGRIM'S PRIDE: Will Close Processing Facility in Dalton, Georgia
------------------------------------------------------------------
Pilgrim's Pride Corporation will close its chicken processing
plant in Dalton, Georgia, within 60 days and consolidate
production at the Company's processing facility in Chattanooga,
Tenn.  These actions are aimed at improving the Company's capacity
utilization and reducing its costs.

Approximately 280 employees who work at the Dalton plant will be
affected by the closing.  Pilgrim's Pride will provide transition
programs to employees whose positions are eliminated to assist
them in securing new employment, filing for unemployment and
obtaining other applicable benefits.  The hatchery in Cohutta,
Georgia, will continue to operate.  Other live production
operations will also continue to function, but as a part of the
Chattanooga complex or other nearby operations.  Approximately 120
independent contract growers who currently supply birds to the
Dalton processing plant will be transitioned to begin supplying
the Company's Chattanooga plant or other nearby company facilities
within approximately 90 days.

There will not be any disruption in the supply of product to
retail, foodservice and industrial customers as a result of
closing the Dalton facility.

"The closing of the Dalton plant is part of our plan to maximize
our capacity utilization and operate more efficiently as a market-
driven company," said Don Jackson, president and chief executive
officer.  "We will continue to look for opportunities to improve
our cost structure as we reorganize the company.  While the
decision to eliminate jobs is always painful, we are taking
decisive steps now to protect the greatest number of jobs in order
to restructure our business and ultimately emerge from Chapter 11
as a stronger, more efficient competitor."

                    About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the Company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

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


POWERMATE CORP: Plan Filing Period Extended to July 10
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Powermate Holding Corp., et al.'s exclusive period to file a plan
to July 10, 2009, and their exclusive period to solicit
acceptances of a plan to September 20, 2009.

This is the third extension of the Debtors' exclusive periods.

As reported in the Troubled Company Reporter on March 16, 2009,
the Debtors told the Court that they have already liquidated the
majority of their assets and have been actively focused on
resolving their disputes with the Lowe's Companies, Home Depot,
and the Pension Benefit Guaranty Association, and thus, have not
had sufficient time to begin the Chapter 11 plan process.

                      About Powermate Corp.

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.


RANGELINE PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Rangeline Properties, LLC
        PRM Realty Group, LLC
        c/o Gary Sarles
        900 Jackson St., 370 Founders Square
        Dallas, TX 75202

Bankruptcy Case No.: 09-31921

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Gerrit M. Pronske, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: gpronske@pronskepatel.com

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

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

The petition was signed by Peter R. Morris, president of the
Company.

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

             http://bankrupt.com/misc/txnb09-31921.pdf


ROCKWOOD SQUARE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rockwood Square, LLC
        P.O. Box 8860
        Mobile, AL 36689

Bankruptcy Case No.: 09-32078

Chapter 11 Petition Date: April 1, 2009

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

Judge: Douglas O. Tice, Jr.

Debtor's Counsel: Robert Coleman Smith, Esq.
                  Richard Knapp & Associates
                  2800 Patterson Ave., Suite 101
                  Richmond, VA 23221
                  Tel: (804) 377-8848, Ext.4
                  Email: rsmith@chartwellcapital.net

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

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

The petition was signed by Christopher B. White, managing member
of the Company.

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

             http://bankrupt.com/misc/vaeb09-32078.pdf


SEAGATE TECHNOLOGY: Fitch Assigns 'BB+' Rating on $430 Mil. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the proposed private
placement of $430 million of five-year senior secured second-
priority lien notes due 2014 issued by Seagate Technology
International, an indirect, wholly-owned subsidiary of Seagate
Technology (parent).  Furthermore, Fitch has assigned STI an
Issuer Default Rating of 'BB'.  The proceeds from the offering
will be used for general corporate purposes, including repayment
of debt maturing in the next 12 months, consisting of $300 million
of floating rate senior notes due October 2009 and $136 million of
convertible senior notes due April 2010.

The notes will have the same guarantors and collateral package,
but will be junior in ranking to Seagate's secured credit
facility, which was granted a first-priority lien under the
company's second amended and restated credit agreement dated April
3, 2009.  The collateral package consists of all tangible and
intangible assets, including intellectual property, contracts and
certain real-estate, stock of the borrower's (Seagate and Seagate
Technology HDD Holdings) direct and indirect U.S. subsidiaries and
at least 66% of the stock of foreign subsidiaries.

Fitch currently rates Seagate and its subsidiaries:

Seagate

  -- IDR 'BB';
  -- Secured first lien credit facility 'BBB-'.

Seagate Technology HDD Holdings

  -- IDR 'BB';
  -- Secured first lien credit facility 'BBB-';
  -- Senior unsecured debt 'BB'.

Maxtor Corporation

  -- IDR 'BB';
  -- Senior unsecured debt 'BB';
  -- Subordinated debentures 'B+'.

The Rating Outlook is Negative.


SEAGATE TECHNOLOGY: Moody's Confirms 'Ba2' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service confirmed Seagate Technology HDD
Holdings' corporate family rating of Ba2 and downgraded the senior
unsecured notes and convertible senior notes ratings to Ba3 from
Ba2.  Moody's also assigned a first-time rating of Ba1 to the
company's $430 senior secured notes offering announced.
Concurrently, Seagate's speculative grade liquidity rating was
upgraded to an SGL-2 from an SGL-3.  The rating outlook is
negative. The rating actions conclude the review for further
possible downgrade initiated on January 15, 2009.

The company announced that it will offer $430 million aggregate
principal amount of senior secured second-priority notes due 2014
in a private placement.  The secured notes are expected to be
issued by Seagate Technology International, an indirect wholly-
owned subsidiary of Seagate Technology, and guaranteed by Seagate
Technology, Seagate Technology HDD Holdings and all of Seagate
Technology's subsidiaries that guarantee its senior secured credit
facility.

The confirmation of the CFR and the upgrade of the SGL are
supported by the company's strengthened liquidity following
resolution of its near-term covenant compliance issues and Moody's
expectation that the $430 million new notes offering will close.
Excluding proceeds from the new debt, Seagate's current cash
balance is $1.5 billion.  While the revolver capacity was reduced
from $500 million to $350 million under the amended credit
agreement, the facility's net leverage and minimum liquidity
covenants through calendar year 2009 were modified to provide
additional flexibility for the remainder of the year as the
company transforms its cost structure.  The reduction of the
facility to $350 million leaves the company with no availability
under its revolver.  Although free cash flow may be negative in
2009 and the company faces debt maturities of approximately $435
million through the end of 2010, the company's sizable cash
balances should be sufficient to meet its cash needs through 2010.

The Ba2 CFR continues to reflect the company's leading position in
the disc drive industry and its proven ability to generate
significant amounts of profits and free cash flow during peak
cycles that provide cushion to withstand cyclical downturns.
Moody's rating also incorporates the inherent volatility of the
disc drive sector, which is characterized by capital intensity,
short product life cycles, commoditization, and maturation-linked
average selling price declines.  While Moody's believe that
industry volatility may have become less severe as a result of the
sector's on-going consolidation, the industry is currently facing
a steep pullback in demand as a result of the weak macroeconomic
environment, which is forcing Seagate to rationalize production
capacity as in past downturns.

The downgrade of the unsecured and convertible senior notes
reflects their un-guaranteed and junior position within the
company's capital structure following the amendment of the credit
facility (whereby the revolver is now secured) and completion of
the proposed issuance of $430 million secured notes.

The negative outlook reflects ongoing concerns over the company's
ability to generate meaningful profitability and free cash flow in
FY2010 and FY2011 following the steep pullback in demand for
storage products and the major restructuring initiatives that the
company has announced.  While the recently-amended credit facility
and the new note offering resolve uncertainty over near-term
liquidity and provide the company with flexibility to manage its
restructuring cost programs, the company must still contend with
covenant compliance issues after January 1, 2010, when the
covenants revert back to original requirements as well as nearly
$1 billion of debt maturities in 2011 and 2012.  The company's
ability to manage its long-term liquidity could be impaired by a
prolonged global recession, delays in realizing the benefits of
its massive restructuring efforts, and continuing weak execution
evidenced by further market share losses to Western Digital,
especially in the faster-growing notebook segment.

Ratings confirmed:

  -- Corporate Family Rating of Ba2

  -- Probability of Default Rating of Ba2

  -- $60 million of 5.75% subordinated debentures due 2012
     (remaining balance of $40 million) at B1 (LGD6, 96%)

Rating / assessment assigned:

* $430 million senior secured notes due April 2014 -- Ba1 (LGD 2,
  23%)

Ratings downgraded / assessments revised:

  -- $300 million floating rate senior notes due October 2009 to
     Ba3 (LGD4, 67%) from Ba2 (LGD4, 56%)

  -- $600 million of 6.375% senior unsecured notes due 2011 to Ba3
     (LGD4, 67%) from Ba2 (LGD4, 56%)

  -- $600 million of 6.8% senior unsecured notes due 2016 to Ba3
     (LGD4, 67%) from Ba2 (LGD4, 56%)

  -- $230 million of 6.8% convertible senior notes due 2010
     (remaining balance of $136 million) to Ba3 (LGD4, 67%) from
     Ba2 (LGD4, 56%)

Rating upgraded:

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

The last rating action was on January 15, 2009 when Moody's
downgraded Seagate's corporate family, senior unsecured notes, and
convertible senior notes ratings to Ba2 from Ba1, its subordinated
debentures to B1 from Ba2, and its speculative grade liquidity
(SGL) rating to SGL-3 from SGL-1.  In addition, Moody's kept the
ratings under review for further possible downgrade.

Seagate, with revenues of $11.3 billion for the twelve months
ended January 2, 2009, is the worldwide leader in the design,
manufacture and marketing of disk drive products used as the
primary medium for storing electronic information in systems
ranging from personal computers and consumer electronics to data
centers.


SEAGATE TECHNOLOGY: S&P Assigns 'BB+' Rating on $430 Mil. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue level
rating to the proposed $430 million of senior secured, second
priority notes to be issued by Seagate Technology International,
two notches above the corporate credit rating (BB-/Negative/--) of
its parent, Seagate Technology.  The notes will be guaranteed by
Seagate Technology and Seagate Technology HDD Holdings.  The
recovery rating is a '1', indicating very high (90 to 100%)
expectations of repayment in the event of a payment default.  At
the same time, issue level ratings of senior unsecured debt at
Seagate Technology HDD Holdings were lowered to 'B+' from 'BB-',
reflecting the revision of the recovery ratings on those issues to
'5' from '4', indicating modest (10 to 30%) recovery in the event
of a payment default.  The recovery revision results from the
increase in secured, priority debt in the capital structure.
Proceeds from the new debt are expected to fund the refinancing of
a maturing $300 million obligation and for general corporate
purposes.

"The ratings on Seagate reflect volatile industry dynamics in the
hard-drive industry, including periods of aggressive product
pricing and excess supply (as it is currently experiencing),
substantial competition, and a high degree of product-cycle risk,"
said Standard & Poor's credit analyst Lucy Patricola.  Offsets
include the company's strong overall competitive standing, a
leading market-share position (including good penetration of the
nascent and rapidly growing consumer electronics end markets).
The company enters the downturn with good liquidity and light
leverage, although the severity of the cycle could erode these
strengths rapidly.

The industry has entered a period of increasingly soft demand and
ample capacity, resulting in pricing pressure and excess supply.
Seagate revenues have declined about 30% for the last two
quarters, compared to the year earlier period.  Because of high
fixed-cost absorption and weak pricing, EBITDA margins have
dropped sharply and are estimated by S&P to be about break-even in
the March quarter.  Visibility for near-term earnings is low and
difficult demand conditions could persist in the near term.


SEMGROUP LP: Pursues Injunction vs. Catsimatidis; Seeks Ouster
--------------------------------------------------------------
SemGroup LP executives in February filed before the U.S.
Bankruptcy Court for the District of Delaware an adversary
proceeding against billionaire John A. Catsimatidis and his
associates.  In its complaint, SemGroup alleged that Mr.
Catsimatidis, the owner of Girstedes' Supermarkets and United
Refining Company, is attempting to acquire SemGrroup not through
the well established bidding process, which is open, transparent,
and orderly, but by trying to seize control of the management
committee of SemGroup's general partner to force through his own
self-interested proposal.  SemGroup also alleged that that (i)
Mr. Catsimatidis has blatantly and openly violated material terms
of their confidentiality agreement by making public announcements
regarding the Debtors' reorganization and attempting to influence
or control the Debtors' management (ii) he has attempted to hijack
and control management's reorganization efforts by publicly
proclaiming that he himself would reorganize the Debtors.

According to SemGroup, after filing the adversary proceeding, Mr.
Catsimatidis and other defendants initially indicated their desire
to be more cooperative with the Debtors.  In reliance on their
representations, the Debtors agreed to several extensions of the
Defendants' answer deadline.  However, without prior notice, the
Defendants file a separate suit on April 2, 2009 in federal
district court in Tulsa, Oklahoma against SemGroup CEO Terrence
Ronan.  The Defendants' lawsuit seeks, among other things, a
declaratory judgment that they have "the authority to direct the
actions of Defendant Ronan with respect to any and all bankruptcy
issues," and that "Ronan does not have the authority to act
without supervision, direction and corporate governance of the
Management Committee."

In that light, the Debtors on April 3, 2009, filed before the
Bankruptcy Court a motion for preliminary injunction ordering the
Mr. Catsimatidis and other defendants in the adversary proceeding
to (i) cease and desist from further violations of the
Confidentiality Agreement; (ii) withdraw from their positions on
the Management Committee and (iii) refrain from continuing to
obstruct the bankruptcy process.  According to SemGroup,
Mr. Catsimatidis is attempting to use the Oklahoma court to
control SemGroup's CEO and the reorganization process.

A copy of SemGroup's Injunction Motion is available for free at:

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

A copy of SemGroup's complaint is available for free at:

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

                          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: Canadian Unit to Implement $10.5MM Retention Plan
--------------------------------------------------------------
Ernst & Young, LLP, the Court-appointed monitor of SemCanada Crude
Company and its affiliates' reorganization proceedings before the
Canadian Companies' Creditors Arrangement Act disclosed that
SemCAMS ULC seeks to:

  (a) implement a $10.35 million Employee Retention Plan for
      2009 based on revised data in the SEMCAMS 2008 ERP;

  (b) and secure the amount payable under the SemCAMS 2009 ERP
      by a charge for $10.35 million against SemCAMS' assets and
      property in priority to its secured creditors but
      subordinated to the charges set out in the Amended and
      Restated Initial Order;

      The Amended and Restated Initial Order consolidated the
      CCAA proceedings of SemCanada Crude and SemCAMS and
      appointed Ernst & Young monitor of the SemCanada Group,
      among others.

  (c) approve an increase in its salary program.

                  SemCAMS 2009 ERP

The SemCAMS 2009 ERP consists of (i) $2.07 million for the
Incentive Plan portion, computed as a certain percentage of
SemCAMS' projected EBITDA from January 1 to June 30, 2009, and
(ii) $8.3 million for the Retention Bonus, including $5.7 million
authorized by the Employee Retention Plans Order.

A comparison of the SemCAMS 2008 ERP to the proposed SemCAMS 2009
ERP shows these data:

                      Jan -    Jul-           Retention
SemCAMS ERP          June     Dec.   Total     Bonus    Total
-----------         ------   -----   ------  ---------  ------
                                (in '000s)

2008 ERP            $1,772   $1,560  $3,332   $5,672    $9,004
                     ======   ======  ======   ======    =======

2009 ERP:
Incentive Plan       2,074       -    2,074        -     2,074
Retention Bonus:
  Retention Bonus
  per 2008 ERP                                  5,672     5,672
  Retention Bonus
  Error                                         1,739     1,739
  Proposed salary
  increase                                        343       343
  Additional
  retention payment                               524       524
                      -------  ------- ------  -------  -------
Total 2009 ERP       $2,074       -   $2,074   $8,278   $10,352
                      =======  ======  ======  =======  ========

The increase in the Incentive Plan portion of the proposed 2009
ERP relative to that in 2008 is primarily due to an increase in
the forecast EBITDA from January to June 2009, when SemCAMS' plan
of arrangement is expected to be completed.

SemCAMS' proposed increase in the Retention Bonus from
$5.67 million to $8.3 million consists of:

  (a) an additional $1.74 million relating to:

      * an error in computing the Retention Bonus resulting to
        an understatement of $1.622 million, where the schedule
        of certain wages of hourly wage earners over a six-
        months period was inadvertently and incorrectly divided
        by four, instead of two, to compute three months'
        salary;

      * an understatement of $117,000 due to the exclusion of
        certain employees who were employed for less than six
        months as of entry of the Employee Retention Plans Order
        but are entitled to the Retention Bonus.

  (b) a $343,000 increase in Retention Bonus due to the
      general salary increase SemCAMS proposed for 2009;

  (c) an additional retention payment of $524,000 for the
      difference between the proposed amount and the amount
      approved by the Court under the 2008 Incentive Plan.

SemCAMS management said the implementation of the SemCAMS 2009
ERP is critical especially during SemCAMS solicitation process
when the stability of its workforce and management team is
essential.

                   Proposed Salary Increase

SemCAMS' proposed salary program contemplates a general salary
increase for its salaried employees effective April 1, 2009.

The Monitor, citing a report and survey by Mercer LLC, says the
proposed salary program is comparable to the base salary
increases provided or anticipated to be provided to oil and gas
industry companies with similar business enterprise to SemCAMS.
The proposed increase is also consistent with the SemCAMS'
business practice and with the salary increase it has agreed to
pay unionized employees at the Kaybob South Plant No. 3.  The
proposed salary program will cost SemCAMS $343,000, after
allocation to the working interest owners.

The Monitor tells the Court that SemCAMS 2009 ERP and the
proposed salary program are reasonable, as well as critical to
ensuring maximized values for all SemCAMS stakeholders.  The
Monitor recommends implementation of the SemCAMS 2009 ERP and
supports approval of the proposed salary program.

A full-text copy of the CCAA Monitor's report is available for
free at http://bankrupt.com/misc/CCAAMonitor13thReport.pdf

                       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: Seeks to Amend Mark Lietzke Incentive Plan
-------------------------------------------------------
SemGroup, L.P., and its debtor affiliates ask permission from
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware to amend their executive incentive plan with
respect to Mark Lietzke, their chief accounting officer and a
member of their senior management overseeing the 2008 annual audit
of the Debtors' consolidated financial statements.

The Debtors believe that Mr. Lietzke is the only executive
qualified to execute the Management Representation Letter
necessary for the Debtors' auditors, BDO Seidman, LLP, to issue an
opinion on the 2008 audit.  BDO Seidman is currently conducting
the audit.

The Debtors disclose that Mr. Lietzke intends to resign from his
position effective May 1, 2009, but will be employed on a part-
time basis until the earlier of July 31, 2009, or the completion
of the 2008 audit and execution of the Management Representation
Letter.

The proposed amendment provides that:

  (a) Mr. Lietzke will be paid his bonus on the earlier of:

      Option I --- the completion of the 2008 audit and the
                   execution of the Management Representation
                   Letter by July 31, 2009; or

      Option II -- the satisfaction of the requirements of the
                   Executive Incentive Plan.

      Mr. Lietzke is entitled to either options, not to both.

(b) Mr. Lietzke's bonus will be reduced from a maximum of
     $300,000 to $125,000 if he is entitled to a bonus under
     Option I.

     If he is entitled to a bonus under Option II, the bonus
     will be determined pursuant to the Executive Incentive
     Plan.

(c) Mr. Lietzke will not receive a bonus under Option I if he
     is terminated from employment prior to completing the 2008
     Audit and the execution of the Management Representation
     Letter.

If Mr. Lietzke leaves before the 2008 Audit is complete and the
Management Representation Letter is available to be signed, the
Debtors would be forced to expend considerable resources to hire
a qualified replacement, resulting to a delay in completing the
audit, Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, tells the Court.  Moreover, BDO Seidman has
informed the Debtors that it will not provide a satisfactory
audit opinion unless Mr. Lietzke executes the Management
Representation Letter.

The Official Creditors Committee and the agent to the Debtors'
secured lenders have consented to the proposed amendment, Mr.
Sosland tells the Court.

                       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: Taps Valuation Research Corp. for Valuation Services
-----------------------------------------------------------------
SemGroup, L.P., and its debtor affiliates ask permission from
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware to employ Valuation Research Corporation as
their specialized asset valuation service provider nunc pro tunc
to February 25, 2009.

The Debtors seek to engage VRC in connection with the valuation
of and accounting for tangible and intangible assets as provided
under Statement of Financial Accounting Standards 142 and
Statement of Financial Accounting Standards 144, in support of
fresh start accounting and the Debtors' fiscal year-end audit as
of December 31, 2008.

SFAS 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets.  SFAS 144 governs
financial accounting and reporting for the impairment or disposal
of long-lived assets.

As valuation service provider, VRC will:

  (a) conduct a SFAS 144 as of December 31, 2008, Step 1
      analysis, to determine if the carrying value of the
      company's long-lived assets is recoverable from their
      undiscounted cash flows.

  (b) conduct a SFAS 142 analysis of certain intangible assets
      as of December 31, 2008, to support potential impairment.

  (c) interview management with respect to the Debtors' business
      plans, restructured business units and intangible assets;

  (d) estimate the weighted average remaining life of the long-
      lived asset group of each business unit, based upon the
      Debtors' fixed asset files;

  (e) review the five-year business plans for each of the
      Debtors' seven business units, and prepare an undiscounted
      cash flow analysis over the weighted average remaining
      life of the long-lived asset group;

  (f) compare the carrying value of the long-lived assets of
      each business unit to the undiscounted cash flows, to
      determine impairment;

  (g) value the tangible assets of the Debtors for potential
      SFAS 144, Step 2 purposes and for use in valuing certain
      intangible assets, under the excess earnings method;

  (h) value all intangible assets of the Debtors and interview
      the Debtors' management regarding the intangible assets of
      certain business units that are no longer viable and
      include a narrative write up for the narrative report; and

  (i) provide a narrative report, with supporting schedules, on
      its methodologies and valuation conclusions.

Moreover, in connection with fresh start accounting, VRC will:

   -- update the valuation of all tangible assets, to the
      bankruptcy exit date, and provide an asset file with
      individual values by unit, consistent with the Debtors'
      existing records;

   -- update the valuation of all tangible assets, to the
      bankruptcy exit date;

   -- allocate the bankruptcy reorganization value to each of
      the Debtors' seven business units;

   -- provide a spreadsheet showing working capital, tangible
      assets and intangible assets, by business entity; and

   -- prepare a narrative report documenting its methodologies
      and valuation conclusions, with supporting schedules and
      an electronic asset file with value, by asset, based on
      the bankruptcy reorganization value for each entity.

For the contemplated services, the Debtors will pay VRC based on
these hourly rates:

         Professional            Hourly Rate
         ------------            -----------
         Partners                   $325

         Senior Financial
         Professionals              $275

         Senior Tangible
         Asset Professionals        $220

The Debtors will also reimburse VRC for direct and necessary
expenses incurred in connection with its engagement.

The Debtors disclose that they will ask the Court's permission to
employ Deloitte Financial Advisory Services LLP to provide them
fresh start accounting services in an advisory capacity.

The fresh start accounting services by Deloitte Financial are
distinguishable from those to be provided by VRC.  VRC will focus
its efforts primarily on the valuation of and accounting for
tangible and intangible assets, while Deloitte Financial will
provide accounting advice as the Debtors plan their emergence
from Chapter 11.

VRC, together with Deloitte Financial, will make reasonable
efforts to minimize duplication of services, the Debtor assure
the Court.

Richard B. Nordberg, a senior vice president at Valuation
Research Corp., tells the Court that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                       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 BofA Loan Maturity Date Moved to September 30
----------------------------------------------------------------
SemCrude, LP, its parent, SemGroup, L.P., and its debtor
affiliates ask permission from Judge Brendan Linehan Shannon of
the U.S. Bankruptcy Court for the District of Delaware to extend
to September 30, 2009, the maturity date of the DIP Credit
Agreement among SemCrude, SemGroup, SemOperating G.P., L.L.C., and
Bank of America, N.A., as administrative agent, and letter of
credit issuer and lender.

The terms of the DIP Extension Amendment are:

DIP Facility Amount:   $150,000,000, with a sublimit of
                        $50,000,000 for Loans.  Up to
                        $70,000,000 of the DIP Facility Amount
                        may be used to post collateral in
                        connection with swap contracts entered
                        into in compliance with the trading
                        protocol.

                        The Borrower must maintain cash
                        collateral of at least $156,000,000, to
                        be held in a segregated account with the
                        Administrative Agent.  The minimum
                        ending book balance required in the
                        Credit Agreement will be reduced by that
                        amount.

Interest Rates:        One-month LIBOR (subject to the existing
                        floor of 4.00%), plus 4.00% or Prime,
                        (subject to existing floor of 300%),
                        plus 3.00%. Interest will be due and
                        payable on the first day of each month.

Extension Fee:         A non-refundable extension fee of
                        $500,000 is payable upon closing to the
                        Administrative Agent for the ratable
                        benefit of each lender under the Credit
                        Agreement executing the DIP Extension
                        Amendment.

Administrative
Agent's Fee:           A non-refundable Administrative Agent's
                        Fee of $250,000 payable to Bank of
                        America, N.A., upon closing.


Unused Line Fee:       Remains unchanged as set forth in Credit
                        Agreement

Letter of Credit Fees: 4.00% per annum on the outstanding face
                        amount of each Letter of Credit, payable
                        monthly in arrears on the first day of
                        each month; plus customary fees for
                        issuance, amendments and processing and
                        a fronting fee equal to 0.25 of 1% p.a.

Maturity Date:         September 30, 2009

Milestones:            In addition to the events of default set
                        forth in the Credit Agreement, the
                        Borrower's failure to perform each of
                        these actions, subject to a 5-day grace
                        period in the case of (a) and (c), will
                        constitute an event of default and a
                        termination of the right to use Cash
                        Collateral:

                        (a) by April 24, 2009, deliver to the
                            Administrative Agent and to the
                            Administrative Agent under the Pre-
                            Petition Credit Agreement a draft
                            Reorganization Plan and disclosure
                            statement;

                        (b) by May 15, 2009, file with the Court
                            a Reorganization Plan and disclosure
                            statement explaining that Plan;

                        (c) by June 26, 2009, commence a hearing
                            seeking approval of the disclosure
                            statement explaining the Plan and
                            diligently prosecute the motion
                            seeking approval of the Disclosure
                            Statement; and

                         (d) by September 18, 2009, obtain a
                             confirmation order of the Plan.

Budget Variances:      Section 722 of the Credit Agreement to
                        be revised (i) by deleting clause (c) in
                        Section 722 of the Credit Agreement and
                        (ii) to prohibit Total Net Cash From
                        Operations in the Agreed Budget for any
                        four-week period to be less than the
                        amount of Total Net Cash From Operations
                        for the applicable period, subject to a
                        variance of 10%, tested monthly, on a
                        rolling four-week basis starting May 20,
                        2009 with respect to the four-week
                        period ending May 15, 2009.

Reporting
Requirements:          Section 6.02(a) of the Credit Agreement
                        will be revised so that all daily
                        reporting will be weekly reporting (the
                        financial statements for March 2009,
                        aggregate bank and book balances, on a
                        consolidating Loan Party basis,
                        separately identifying bank and book
                        balances of White Cliffs, will be
                        provided weekly). The Existing
                        Account Exhibit will be revised to
                        exclude the beginning and ending account
                        balances for the Bank of Oklahoma ZBA
                        accounts.

A full-text copy of the DIP Extension Agreement is available for
free at http://bankrupt.com/misc/semgroup_amnddDIPtermsheet.pdf

The Debtors were unable to obtain financing on more favorable
terms from sources other than on the existing Credit Agreement,
and are unable to obtain adequate unsecured credit allowable
under Section 503 (b)(I ) of the Bankruptcy Code, Sylvia A.
Mayer, Esq., at Weil, Gotshal & Manges LLP, in Dallas, Texas,
explains.  They are also unable to obtain secured credit
allowable under Sections 364(c)(I), 364(c)(2), and 364(c)(3) of
the Bankruptcy Code without them continuing to grant liens and
superpriority claims on the terms and conditions set forth in the
Final Order, the Extension Order, and the DIP Documents, she
says.

Absent extension of the Credit Agreement, the Debtors will be
unable to continue to operate their businesses, thwarting their
efforts to successfully reorganize, Ms. Mayer tells the Court.

In connection with their request to extend the maturity date of
their DIP Credit Agreement with Bank of America, the Debtors also
seek the Court's authority to continue to use all cash collateral
and prepetition collateral, as well as the cash collateral in
which the producers assert an interest, securing their prepetition
indebtedness, until the DIP Facility Maturity Date.

The Debtors propose that the producers, which can meet the
conditions set forth in the Final Order, continue to receive the
adequate protection in the form of replacement liens, cash
payments, and other protections, to the same extent provided for
in the Final Order.

The Court will consider the Debtors' request on April 23, 2009 at
10:00 a.m. (Eastern Time).  Objections are due April 16.

                       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: Weil Gotshal Seeks $3.3MM in Fees for November Work
----------------------------------------------------------------
Pursuant to Section 331 of the Bankruptcy Code, professionals
hired in SemGroup LP and its affiliates' bankruptcy cases filed
applications for the allowance of fees and reimbursement of
expenses:

A. Debtors' Professionals

Firm               Period         Fees      Expenses
----               ----------   ----------  --------
Weil, Gotshal      11/01/08-
& Manges LLP       11/30/08     $3,337,045   $100,773

BDO Seidman, LLP   02/01/09-
                    02/28/09        830,672    35,795
PA Consulting      02/01/09-
Group, Inc.        02/28/09        372,118    27,722

Blackstone
Advisory Services, 02/01/09-
L.P.               02/28/09        275,000    19,737

Conner &           01/01/09-
Winters, LLP       01/31/09        245,993     2,615

Richards, Layton   02/01/09-
& Finger, P.A.     02/28/09        112,192     8,545

Jeffrey Burns,     03/01/09-
C.P.A.             03/15/09         24,583       810


B. Committee's Professionals

Houlihan Lokey
Howard & Zukin     08/01/08-
Capital Inc.       10/31/08        825,000    89,137
Houlihan Lokey
Howard & Zukin     02/01/09-
Capital Inc.       02/28/09        275,000    11,605

Andrews            12/01/08-
Kurth LLP          12/31/08        256,168    10,975

Andrews            01/01/09-
Kurth LLP          01/31/09        197,932     3,849

Lain, Faulkner     02/01/09-
& CO., P.C.        02/28/09        135,238       303

Goldin             02/01/09-
Associates         02/28/09         46,709       311

Ogilvy Renault     02/01/09-
LLP                02/28/09         22,044         6

Cole, Schotz,
Meisel, Forman     01/01/09-
& Leonard, P.A.    01/31/09         12,717     4,915


D. Examiner's Professionals

Polsinelli         02/01/09-
Shughart PC        02/28/09          9,435     7,548

Morrison &         02/01/09-
Foerster LLP       02/28/09        115,872       828

Freeh Group        02/01/09-
International      02/28/09        411,731    10,315

KPMG LLP           02/01/09-
                    02/28/09        309,264     6,402

Morrison & Foerster LLP filed a revised fee application for the
period from December 1 to 31, 2008 for $178,158 in fees earned
and $4,340 in expenses incurred.

                       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)


STATION CASINOS: Lender Talks Go On; Ch.11 Filing Moved to May 15
-----------------------------------------------------------------
Tamara Audi at The Wall Street Journal reports that Station
Casinos Inc. said late Tuesday it has delayed an expected
bankruptcy filing to continue negotiating with lenders.

According to the Journal, the Company, its lenders and bondholders
have agreed to a 30-day extension of negotiations.  The parties
now have until May 15 to agree on a prepackaged bankruptcy plan,
company spokeswoman Lori Nelson said Tuesday, according to WSJ.
If the parties do not agree on a plan by then, they could extend
negotiations, or the company could file for bankruptcy protection
without a prepackaged plan, WSJ says.

As reported by the Troubled Company Reporter on March 19, 2009,
Station Casinos was expected to file for bankruptcy protection on
or before April 15.

Boyd Gaming Corp. told Station Casinos in February that it may be
interested in acquiring most of the Company for $950 million.

On April 1, 2009, Station Casinos elected not to make a scheduled
$13.5 million interest payment due that date to holders of the
Company's $450 million 6% Senior Notes due 2012.  The grace period
with respect to the payment of interest on the 2012 Senior Notes
ends on May 1, 2009.

                       About Station Casinos

Station Casinos, Inc. is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on Station Casinos's 6% senior notes to 'D' from
'CC'.  S&P also removed the rating from CreditWatch, where it was
initially placed with negative implications Dec. 16, 2008.  These
actions reflect the missed April 1, 2009 interest payment on the
notes.  A payment default has not occurred relative to the legal
provisions of the notes, because there is a 30-day grace period to
make the payment.  However, S&P consider a default to have
occurred, even if a grace period exists, when the nonpayment is a
function of the borrower being under financial stress -- unless
S&P is confident that the company will make the payment in full
during the grace period.

As reported by the Troubled Company Reporter on February 24,
Moody's Investors Service said Station Casinos's ratings are not
affected by the announcement that it failed to make a February 15,
2009 scheduled interest payment on its 7.75% senior notes due
2016.  Standard & Poor's Ratings Services lowered its issue-level
rating on Station Casinos' 7.75% senior notes to 'D' from 'CC'.
The rating action reflects the missed February 15, 2009 interest
payment on the notes.


STONE HORSE MOTEL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Stone Horse Motel, Inc.
        70 Center Street
        Dennisport, MA 02639
        Tel: (508) 430-2220
        Fax: (508) 430-2998
        Email: Info@stonehorsemotel.com

Bankruptcy Case No.: 09-12897

Chapter 11 Petition Date: April 1, 2009

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

Company Description: Stone Horse Motel is a newly renovated
                     family-style compound of 21 comfortable
                     rooms nestled in the woods.

                     See http://www.stonehorsemotel.com/

Debtor's Counsel: Michael R. Levin, Esq.
                  1500 Providence Highway, Suite 36
                  Norwood, MA 02062
                  Tel: (781) 255-1300
                  Fax: (781) 255-1335
                  Email: mrlbcy@hotmail.com

Total Assets: $900,000

Total Debts: $1,818,738

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

             http://bankrupt.com/misc/mab09-12897.pdf


STORABLES INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Storables, Inc.
        3250 NW Yeon Ave #W-12
        Portland, OR 97210-1529
        fdba Storables U.S.A., Inc.
        dba Storables
        fdba Storables-Extraspace
        fdba Storables USA, Inc.
        Tel: (866) 227-0092
        Fax: (503) 227-4403
        E-mail: webservice@storables.com

Bankruptcy Case No.: 09-32252

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Randall L. Dunn

Company Description: The debtor operates miscellaneous
                     home furnishings stores.

                     See http://www.storables.com/

Debtor's Counsel: Albert N. Kennedy, Esq.
                  Michael W. Fletcher
                  Tonkon Torp LLP
                  888 SW 5th Ave., #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  Email: al.kennedy@tonkon.com
                  Email: michael.fletcher@tonkon.com

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

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

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

             http://bankrupt.com/misc/ob09-32252.pdf


STRONGBUILT: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: StrongBuilt International, LLC
        P.O. Box 186
        Waterproof, LA 71375
        Tel: (318) 749-3303

Bankruptcy Case No.: 09-30633

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       Western District of Louisiana (Monroe)

Debtor's Counsel: Wade N. Kelly, Esq.
                  1777 Ryan Street
                  P.O. Box 2065
                  Lake Charles, LA 70601
                  Tel: (337) 433-0234
                  Fax: (337) 433-1274
                  Email: wnkellylaw@yahoo.com

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

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

The petition was signed by Kenneth K. Killen, managing member of
the company.

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

             http://bankrupt.com/misc/lawb09-30633.pdf


SUN-TIMES MEDIA: Proposes to Hire Young Conaway as Co-Counsel
-------------------------------------------------------------
Sun-Times Media Group Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Young Conaway Stargatt & Taylor, LLP, as co-counsel.

Young Conaway will:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their business and management of their properties;

   b) pursuit of confirmation of the Chapter 11 Plan of
      Reorganization and approval of the corresponding
      solicitation procedures and disclosure statement;

   c) prepare on behalf of the Debtors necessary applications,
      motions, answers, orders, reports and other legal papers;

   d) appear in Court and otherwise protect the interests of the
      Debtors before the Court; and

   e) perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

Young Conaway discussed the division of responsibilities with
Kirkland & Ellis LLP, the proposed counsel of the Debtor, and will
avoid duplication of efforts.

The hourly rates of Young Conaway professionals working on the
Chapter 11 cases are:

     Pauline K. Morgan, Partner                $600
     Sean M. Beach, Associate                  $440
     Sean T. Greecher, Associate               $330
     Jaime N. Luton, Associate                 $265
     Alex D. Thaler, Associate                 $245
     Anastasia Josek, Paralegal                $145

The Debtors propose to retain Young Conaway under a general
retainer because of the extensive legal services that may be
required and the fact that the nature and extent of the services
are not known at this time.

On March 13, 2009, Young Conaway received a $100,000 retainer in
connection with the planning and preparation of a Chapter 11
filing and the postpetition representation of the Debtors.  Young
Conaway also received a payment of $35,326 to cover the
anticipated filing fees for these cases.

Ms. Morgan assures the Court that Young Conaway is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Ms. Morgan can be reached at:

     Young Conaway Stargatt & Taylor, LLP
     The Brandywine Building, 17th Floor
     1000 West Street
     Wilmington, DE 19801
     Tel: (302) 571-6707
     Fax: (302) 576-3318

                     About Sun-Times Media Group

Sun-Times Media Group, Inc. (Pink Sheets:SUTM) --
http://www.thesuntimesgroup.com/-- owns media properties
including the Chicago Sun-Times and Suntimes.com as well as
newspapers and Web sites serving more than 200 communities across
Chicago.  The Company and its affiliates conduct business as a
single operating segment which is concentrated in the publishing,
printing, and distribution of newspapers in greater Chicago,
Illinois, metropolitan area and the operation of various related
Web sites.  The Company also has affiliates in Canada, the United
Kingdom, and Burma.

Sun-Times Media's balance sheet at Sept. 30, 2008,
showed total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No. 09-
11092).  James H.M. Sprayregan, P.C., James A. Stempel, Esq.,
David A. Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland &
Ellis LLP assist the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.  As
of November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


SUSAN LORE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Susan E. Lore
        55 Coeyman Avenue
        Nutley, NJ 07110

Bankruptcy Case No.: 09-18176

Chapter 11 Petition Date: April 1, 2009

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

Debtor's Counsel: Melinda D. Middlebrooks, Esq.
                  Middlebrooks Shapiro & Nachbar, P.C.
                  1767 Morris Avenue, Suite 2A
                  Union, NJ 07083
                  Tel: (908) 687-6161
                  Fax: (908) 687-9090
                  Email: middlebrooks@middlebrooksshapiro.com

Total Assets: $1,687,836

Total Debts: $1,593,625

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

             http://bankrupt.com/misc/njb09-18176.pdf


TIMES SQUARE: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Times Square FMB, LLC
        6170 First Financial Drive, Suite 301
        Burlington, KY 41005

Bankruptcy Case No.: 09-06755

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
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 (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Elena P. Ketchum, Esq.
                  sleslie.ecf@srbp.com
                  eketchum.ecf@srbp.com
                  Stephen R. Leslie, Esq.
                  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's Largest Unsecured Creditor:

   Entity                                        Claim Amount
   ------                                        ------------
Joerg Wiebe                                      $1,000,000
PO Box 216
Fort Myers Beach, FL 33931

The petition was signed by Frederick Burns.


TIMES SQUARE: Wants to Hire Stichter Riedel as Bankruptcy Counsel
-----------------------------------------------------------------
Times Square FMB, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida an application to employ Stichter,
Riedel, Blain & Prosser, P.A., as counsel.

Stichter Riedel will:

   a) render legal advice with respect to the Debtor's powers and
      duties as a debtor-in-possession, the continued operations
      of the Debtor's business, and the management of its
      property;

   b) prepare on behalf of the Debtor necessary motions,
      applications, orders, reports, pleadings, and other legal
      papers;

   c) appear before the Court, any appellate courts, and the U.S.
      Trustee to represent and protect the interests of the
      Debtor;

   d) take all necessary legal steps to confirm a Plan of
      Reorganization;

   e) represent the Debtor in all adversary proceedings, contested
      matters, and matters involving administration of this case,
      both in federal and in state courts;

   f) represent the Debtor in negotiations with potential
      financing sources and preparing contracts, security
      instruments, or other documents necessary to obtain
      financing; and

   g) perform all other legal services that may be necessary for
      the proper preservation and administration of the Chapter 11
      case.

The court documents did not disclose the hourly rates of
professionals working on these cases.

Stephen R. Leslie, a lawyer at Stichter Riedel, tells the Court
that the firm received $60,000 from the Debtors on account of
prepetition services and as a retainer for postpetition services.
In addition, Stichter Riedel received $6,234 representing the
filing fees for each of the Debtors.  The retainer was to be
applied first to prepetition services and costs and the balance
was to reduce Stichter Riedel's application for postpetition fees
and costs.

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

Mr. Leslie can be reached at:

     Stichter, Riedel, Blain & Prosser, P.A.
     110 East Madison Street, Suite 200
     Tampa, Florida 33602-4700
     Tel: (813) 229-0144

                    About Times Square FMB, LLC

Naples, Florida-based Times Square FMB, LLC and its debtor-
affiliates filed for Chapter 11 protection on April 7, 2009
(Bankr. M.D. Fla. Case No. 09-06755).  Stephen R. Leslie, Esq., at
Stichter, Riedel, Blain & Prosser.  The Debtor listed estimated
assets of $50 million to $100 million and estimated debts of
$1 million to $10 million.


TOWN CENTRE: Sec. 341(a) Meeting Scheduled for May 6 in Texas
-------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Town Centre of Lago Vista, LP's Chapter 11 case on May 6, 2009,
at 9:30 a.m., at Austin Room 118, Homer Thornberry Bldg., 903 San
Jacinto, Austin, Texas.

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.

Marble Falls, Texas-based Town Centre of Lago Vista, LP dba Town
Centre of Lago Vista filed for Chapter 11 protection on April 6,
2009 (Bankr. W.D. Tex. Case No. 09-10881).  Frank B. Lyon, Esq.,
represents the Debtor in its restructuring efforts.  The Debtor
listed estimated assets of $10 million to $50 million and
estimated debts of $1 million to $10 million.


TRG WOOD PRODUCTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: TRG Wood Products, Inc.
        5001 Lindsay Court
        Chino, CA 91710
        Tel: (909) 464-2871
        Fax: (909) 464-2876

Bankruptcy Case No.: 09-16346

Chapter 11 Petition Date: April 1, 2009

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

Judge: Thomas B. Donovan

Company Description: The debtor manufactures hardwood or
                     hardwood faced plywood.

Debtor's Counsel: James C. Bastian, Jr., Esq.
                  26632 Towne Centre Dr., #300
                  Foothill Ranch, CA 92610-2808
                  Tel: (949) 340-3400
                  Email: jbastian@shbllp.com

Total Assets: $1,060,657

Total Debts: $3,794,652

The petition was signed by L.W. Rodewald, president of the
company.

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

             http://bankrupt.com/misc/cacb09-16346.pdf


TRIBUNE CO: Court Approves Amendments to Barclays Facilities
------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved amendments to Tribune Co.'s securitization
facility and letter of credit facility with Barclays Bank PLC.

As reported by the Troubled Company Reporter on April 1, 2009, the
initial amended securitization facilities entered into among
Tribune, non-debtor Tribune Receivables LLC, and Barclays were
slated to expire April 10, 2009.  The purpose of the limited
period was to provide the Debtors a reasonable time to evaluate
the impact of their Chapter 11 proceedings on their businesses,
determine their long-term financing needs, and explore
alternatives for the financing.

Since the entry of the Final Financing Order approving the
Existing Debt Facilities, the Debtors and Barclays continued to
negotiate an (i) extended securitization facility to be syndicated
by Barclays to other lenders, and (ii) amended letter of credit
facility.

As a result of the negotiations, the Debtors entered into Amended
and Restated Securitization Agreements to assure available sources
of working capital and financing to carry on the operation of
their business, Bryan Krakauer, Esq., at Sidley Austin, LLP, in
Chicago Illinois, explained.

The Amended and Restated Securitization Agreements include these
salient terms:

(a) The Facility limit under the ARRLA is reduced from
     $300,000,000 to up to $225,000,000, consisting of an
     Aggregate Revolving Loan Commitment in the amount of [up
     to $75,000,000] and an Aggregate Term Commitment of [up to
     $150,000,000].

(b) The Maturity Date for the loans under the ARRLA is changed
     to the earliest of:

        -- 45th day after the commencement of scheduled
           amortization, which scheduled amortization will
           commence on April 10, 2010;

        -- the effective date of a Chapter 11 plan of
           reorganization for the parent company;

        -- the date on which a sale of all or substantially all
           of the assets of the guarantors is consummated under
           Section 363 of the Bankruptcy Code; and

        -- the date on which maturity of the Loans is
           accelerated pursuant to the loan agreement as a
           result of a Facility Termination Event.

(c) The various representations, covenants, defaults and
     amortization triggers in the Existing Facilities are
     revised and incorporated into the Amended and Restated
     Securitization Agreements.

(d) The Facility Termination Events relating to the bankruptcy
     proceedings are retained in the ARRLA.

(e) The Amended and Restated Securitization Agreements are
     revised to accommodate syndication by Barclays to other
     Lenders, including provisions for defaulting lenders,
     replacement of lenders, additional administration agent
     provisions and revised fee letters.

The Debtors also entered into an Amended and Restated Guaranty
Security Agreement, which material terms are:

(a) Tribune Co. and the other Debtors grant to the
     Administrative Agent, for the benefit of the Secured
     Parties, a first priority, perfected security interest in
     all of their personal assets and property of any kind or
     description.

(b) The Collateral pledged under the ARGSA secured the
     obligations of Tribune Co. and the other Debtors under the
     ARRPA, the ARG, the ARSA, and any other document or
     instrument executed in connection therewith.

(c) The security interest granted under the ARGSA is a first
     priority, perfected security interest in all Collateral
     that is not otherwise encumbered by a perfected security
     interest as of the Petition Date.  It is a junior,
     perfected security interest in all Collateral that is
     subject to a permitted lien.

(d) If a Facility Termination Event occurs, the RLA Agent may
     immediately enforce its security interest and exercise all
     remedies available under the ARGSA, the Transaction
     Documents, or the financing orders, including foreclosing
     on the Collateral.

The Debtors also entered into an Amended Letter of Credit
Facility to permit Tribune Co. to obtain standby letters of
credit necessary in the ordinary course of its and its
subsidiaries' business.  The Amended Letter of Credit Facility
provides these terms:

Type of Facility:   An Amended Letter of Credit Facility in
                     the amount of up to $50,000,000

L/C Agent:          Barclays Bank PLC

Lenders:            Barclays and the other lenders from time
                     to time party to the L/C Agreement

Account Parties:    Tribune Co. and the other Debtors that are
                     signatories to the L/C Agreement

Guarantors:         Debtor subsidiaries that are signatories
                     to the L/C Agreement

Commitment Amount:  $50,000,000

Interest Rate:      L/C Agent's base rate plus a 5% per annum

Collateral:         The amounts deposited into the collateral
                     account from time to time pursuant to the
                     L/C Agreement.  The applicable account
                     party is obligated to cash collateralize
                     each outstanding obligation in an amount
                     at least equal to 105% of that obligation.

Termination Date:   The earlier of (a) April 10, 2010, or (b)
                     other date on which commitments terminate
                     pursuant to the L/C Agreement.

Tenor of L/C:       Each L/C will expire on a date no later
                     than the first anniversary of the issuance
                     date of the L/C.

Security:           The facility will be secured by a first
                     priority, perfected, security interest in,
                     and lien on, the LC Cash Collateral
                     pursuant to Section 364(d) of the
                     Bankruptcy Code, with priority over (i)
                     any other lien or security interest under
                     Section 364(d), (ii) all other liens and
                     claims against the property of Tribune Co.
                     or of the Debtor subsidiaries of the
                     Collateral existing on the Petition Date,
                     and (iii) priority claims alleging
                     priority pursuant to Sections 503, 506(c)
                     or 507.

A full-text copy of the Amended Securitization Agreement is
available for free at http://researcharchives.com/t/s?3a9a

The Debtors, Mr. Krakauer said, have a vital business purpose for
continuing the Amended Facilities.  It is essential that the
Debtors' employees, vendors, service providers, and customers
remain confident in the Debtors' ability to transition their
businesses smoothly through the Chapter 11 process, operate
normally in that environment, and implement their reorganization
plan in an expeditious manner.

In the absence of the proposed financing, serious and irreparable
harm to the Debtors and their estates could occur, which may
include third parties declining to conduct business dealings with
the Debtors, Mr. Krakauer said.  The preservation, maintenance and
enhancement of the going concern value of the Debtors are of the
utmost significance and importance to the Debtors' successful
reorganization, he said.

The Debtors filed under seal fee letters related to the facility
amendments.

                        About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Company --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball
team.  The company and 110 of its affiliates filed for Chapter 11
protection on December 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRONOX INC: Bankruptcy Judge Declines to Disband Equity Committee
-----------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York declined to disband the official committee
representing shareholders of Tronox Inc., Bloomberg's Bill
Rochelle reported.

As reported by the TCR on April 2, the official committee of
unsecured creditors of Tronox asks Judge Gropper to dissolve the
Equity Committee on the grounds that the appointment is "an
extraordinary remedy" in the Debtors' Chapter 11 cases.  Brian S.
Hermann, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in
New York, said that overwhelming market evidence confirms that the
Debtors appear to "be hopelessly insolvent," which circumstance
does not warrant the appointment of an equity committee.

                       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)


TROPICANA ENTERTAINMENT: Parties File Plan Confirmation Objections
------------------------------------------------------------------
Several entities have filed formal opposition to the confirmation
of the Amended Plans of Reorganization of Tropicana Entertainment
LLC and 26 other debtors -- the OpCo Debtors -- and Tropicana Las
Vegas Holdings, LLC, and six debtor affiliates -- the LandCo
Debtors.

The Objecting Parties are:

  (1) The United States, on behalf of the Internal Revenue
      Service;

  (2) ACE American Insurance Company, Indemnity Insurance
      Company of North America, Insurance Company of North
      America, Westchester Fire Insurance Company, and
      Westchester Surplus Lines Insurance Company, and possibly
      other members of the ACE group of companies;

  (3) Department of Revenue for the State of Louisiana;

  (4) Icahn Associates Corp. and its affiliates; and

  (5) William J. Yung, III; Columbia Sussex Corporation; Wimar
      Tahoe Corporation, formerly Tropicana Casinos and Resorts,
      Inc.; Columbia Properties Ozarks, Ltd.; Columbia
      Properties Indianapolis, Ltd.; Grandview Hotels Limited
      Partnership; Sargasso Corporation; Columgia Properties
      Mobile, Ltd.; Columbia Properties Albuquerque, LLC;
      Harbour Island Owner, LLC; W-Buttes, LLC; Belle of
      Orleans, LLC; LV Casino LLC; Columbia Properties
      Louisville, Ltd.; Columbia Properties Evansville, Ltd.;
      Columbia Properties Oklahoma City, LLC; CW Hotel Limited
      Partnership; 1994 William J. Yung Family Trust; CSC
      Holdings, LLC; Casuarina Cayman Holdings, Ltd.; and JMBS
      Casino Trust.

1) IRS

According to Yonatan Gelblum, Esq., trial attorney for IRS Tax
Division, the IRS objects to the Plans with respect to the
provisions regarding payment of the IRS' priority tax claims --
$24,000 against the LandCo Debtors and $924,000 against the OpCo
Debtors.  The IRS complains that the provisions do not provide
for the payment of interest on the Claims should the Debtors opt
to pay in installments over time.

Mr. Gelblum notes that the current rate of interest for unpaid
taxes under 26 U.S.C. Section 6621(a)(2) is 4%.  The Plans,
however, fail to provide for accrual and payment of the 4%
interest should the Debtors exercise the option to defer
payments, he says.

2) ACE

According to Marc Casarino, Esq., at White and Williams LLP, in
Wilmington, Delaware, ACE is concerned that:

  (a) The proposed OpCo Plan does not provide adequate means for
      implementation to the extent it relies on coverage
      provided by any of the various insurance policies issued
      by ACE to one or more of the OpCo Debtors, but fails to
      provide for performance of the Debtors' reciprocal and
      continuing obligations;

  (b) The proposed Plan does not provide adequate means for
      implementation to the extent it relies on coverage
      provided by any of the ACE Policies, but limits,
      interferes with, and enjoins ACE from exercising its
      rights under the terms, conditions, limitations and
      exclusions of the Policies and under applicable law;

  (c) To the extent the ACE Policies contain anti-assignment
      provisions and those provisions are enforceable, the
      Debtors cannot assign any of the ACE Policies;

  (d) The proposed Plan does not provide fair treatment to the
      extent it allows the Debtors to transfer, assume or assign
      some of the ACE Policies, but does not provide for
      performance of the Debtors' reciprocal and continuing
      obligations.  The Debtors cannot assume part of an
      executory agreement and reject another part; and

  (e) The Plan indicates an intention to have insurance coverage
      available for claims, but the proposed dispute resolution
      procedures ignore and possibly violate the insurers'
      duties or rights to defend claims against the Debtors or
      participate in the defense or settlement of claims.  The
      proposed dispute resolution procedures may jeopardize the
      coverage that might otherwise be available under the
      Policies.

ACE proposes that certain "insurance neutrality" language be
included in the order confirming the OpCo Plan.  ACE also
reserves its rights, obligations, claims, and defenses under the
ACE Policies, among other things, and applicable law.

3) Louisiana Revenue Dept.

The Louisiana Revenue Dept. has asserted prepetition priority
claims against certain OpCo Debtors, totaling $1,607,459,
Department Secretary Cynthia Bridges relates.

The Louisiana Revenue Dept. thus objects to the treatment
provided in the OpCo Plan for priority claims because it does not
comply with Section 1129(a)(9)(C) of the Bankruptcy Code,
according to Ms. Bridges.

Effective Jan. 1, 2009, interest accrues at an annual rate of
three percentage points above the rate provided for in Louisiana
Revised Statute Section 9:35000(B)(1).  The applicable rate of
interest effective January 1, 2009, through December 31, 2009, is
8.5%, Ms. Bridges notes.

Among other things, the Department also objects to the provisions
of the OpCo Plan that would require priority tax claimants to
file a request for payment of an administrative tax claim.  Ms.
Bridges points out that Section 503(b)(1)(D) of the Bankruptcy
Code provides that "a governmental unit shall not be required to
file a request for the payment of an expense in subparagraph (B)
or (C) as a condition of its being an allowed administrative
expense."

4) Icahn Entities

The Icahn Entities have been in discussions with the Debtors,
directly or through the Steering Committee of OpCo Lenders, and
have resolved many of their objections to the Plan Supplement
documents.  However, Icahn has not approved of several Plan
Supplement documents, according to Justin R. Alberto, Esq., at
Bayard, P.A., in Wilmington, Delaware.

Mr. Alberto asserts that as a condition precedent to confirmation
of the Debtors' Plans, the Plan Supplements must(i) be in final
form, and (ii) either be in "form and substance acceptable to" or
have the "reasonable approval of" the OpCo and LandCo Lenders, as
applicable.  However, certain instrumental Plan Supplement
documents were recently received but are not in substantially
final form, Mr. Alberto says.  Icahn is unable to determine
whether the Plan Supplement documents are in an acceptable form,
he tells the Court.  Icahn is also unsure of its additional
objections to the Plans at this time in light of the present form
of the Plan Supplements.

The Icahn Entities say they are in discussions with the Debtors
to resolve any objections to the Plans.  They reserve their
rights to raise additional objections to the Plans.

5) Yung Parties

John W. Weiss, Esq., at Greenberg Traurig, LLP, in New York,
contends that the LandCo Plan contains certain provisions that
strip the Yung Parties of their due process and other litigation
rights against the purported claims transferred to the Litigation
Trust.

The Yung Parties timely filed proofs of claim against the LandCo
Debtors in the aggregate liquidated amount of over $28,000,000,
plus substantial unliquidated and contingent claims, Mr. Weiss
relates.  Columbia Sussex and Wimar also asserted administrative
and priority claims against the LandCo Debtors, aggregating
roughly $853,000.

Mr. Weiss maintains that the LandCo Plan must specify that
allowed Administrative and Priority Claims held by the Yung
Parties will be treated in accordance with Section 1129(a)(9) of
the Bankruptcy Code.  At its present form, he complains that the
LandCo Plan improperly and inequitably prejudices the Yung
Parties' litigation rights.  While those provisions remain in the
LandCo Plan, the Debtors cannot satisfy the requirement that the
Plan comply with all provisions of the Bankruptcy Code and
confirmation must be denied, he asserts.

The Yung Parties hold over $7,000,000 in administrative and
priority claims, nearly $190,000,000 of unsecured claims against
the OpCo Debtors, and $35,900,000 in Subordinated Notes, Mr.
Weiss relates.

Moreover, Mr. Weiss argues that with respect to the OpCo Plan,
the OpCo Debtors cannot sustain their burden of establishing the
requirements for confirmation in several key respects.  He points
out that:

  (a) the classification of the Yung Parties' claims is not
      proper because the OpCo Plan both classifies similar
      claims separately and dissimilar claims together;

  (b) the OpCo Debtors have not provided any indication in the
      OpCo Plan or the OpCo Disclosure Statement as to how they
      will determine the amount of cash to be distributed to
      holders of Insider Claims;

  (c) the treatment of Administrative and Priority Claims held
      by the Yung Parties does not comply with the requirements
      of the Bankruptcy Code; and

  (d) the OpCo Plan contains certain provisions that strip the
      Yung Parties of their due process and other litigation
      rights against the purported claims transferred to the
      Litigation Trust.

The Yung Parties reserve the right to supplement their
objections.

                      Reservation of Rights

Onex Corporation and certain of its affiliates, the Steering
Committee of the Debtors' Lenders, and Starbucks Corporation also
reserve their rights to object to the Plans.

Starbucks is unable to determine whether it needs to file an
objection to confirmation of the Debtors' Plans until it receives
information as to whether the Debtors intend to assume or reject
the master license agreement with Aztar Indiana Gaming Company,
LLC.  Given the lack of disclosure as to the contracts and leases
to be assumed, Starbucks objects to the Plans as they fail to
provide for a clear assumption or rejection of the License
Agreement, and fail to establish that the Debtors will comply
with the requirements of Section 365(b) of the Bankruptcy Code.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: To Reject Columbia Sussex Service Pacts
----------------------------------------------------------------
Tropicana Entertainment LLC is seeking to walk away from certain
service agreements with Columbia Sussex, effective April 30, 2009,
pursuant to Section 365(a) of the Bankruptcy Code.

Since the Petition Date, the Debtors, as part of their
restructuring efforts, have continued to separate themselves from
Columbia Sussex, an entity owned and controlled by William Yung.
Among other things, the Debtors have moved their corporate
headquarters from Columbia Sussex's Kentucky location to Las
Vegas, completely revamped senior management, and implemented back
office administrative functions, Lee E. Kaufman, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, tells
the U.S. Bankruptcy Court for the District of Delaware.

As a result of those efforts, the Debtors have now determined to
make this separation complete by rejecting the Service
Agreements, pursuant to which the Debtors have shared certain
administrative and business functions, including human resources,
construction and development, purchasing, marketing, accounting,
tax, administration, risk management, and legal and treasury
functions with Columbia Sussex, Mr. Kaufman says.

For the most part, the services were performed by Columbia Sussex
pursuant to specialized service agreements, as amended.  A list
of the 22 Service Agreements is available at no charge at:

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

The Debtors have determined that they no longer need the Service
Agreements, under which they pay an aggregate of roughly $111,394
per month.  As a result of these efforts, the Debtors no longer
intend to rely on Columbia Sussex with respect to the operations
and management of their business after April 30, 2009.

              Columbia Sussex Asserts $5.8MM in Claims

Columbia Sussex, meanwhile, is seeking payment of a $631,361
priority claim and a $5,296,496 administrative expense claim
incurred against the Debtors.

Columbia Sussex asserts that since the Petition Date, it has
incurred costs and expenses for services provided for the Debtors'
benefit.  Before the Petition Date, Columbia Sussex says it
provided for the administration of the Debtors' workers'
compensation insurance.  It also incurred fees and expenses
related to the 401(k) plan for the Debtors' employees.  The
Debtors, however, failed to pay Columbia Sussex at least $631,361
for fees and expenses related to the Workers' Compensation
Insurance and the 401(k) Plan in the 180 days before the Petition
Date, according to John W. Weiss, Esq., at Greenberg Traurig, LLP,
in New York.

Columbia Sussex adds that before the Petition Date and through
October 1, 2008, it sponsored an employee health insurance plan
on behalf of the Debtors' employees.  As of the Petition Date, at
least $3,897,994 of the premiums due under the Health Insurance
Plan were and remained unpaid, Mr. Weiss says.  The Debtors paid
premiums to Columbia Sussex postpetition, but Columbia Sussex has
paid to the third party administrator of the Health Insurance
Plan for the benefit of the Debtors' employees at least
$3,800,000 more than the premiums paid by the Debtors since the
Petition Date, Mr. Weiss informs the Court.

Columbia Sussex also provided office space to the Debtors for
which it did not receive any compensation, Mr. Weiss avers.

Mr. Weiss maintains that the costs and expenses incurred by
Columbia Sussex since the Petition Date totals at least
$1,398,502 in administrative expense claim.  He notes that the
Debtors themselves recorded some of these charges in their
ledgers.  Mr. Weiss asserts that Columbia Sussex is entitled to
the Administrative Expense Claim because the payments it made and
the costs it incurred resulted in a "substantial contribution" to
the Debtors' estate within the meaning of Section 503(b)(3)(D) of
the Bankruptcy Code.

Columbia Sussex reserves its rights against the Debtors or any
other person liable for all or part of the Administrative Expense
and Priority Claims.  Columbia Sussex also reserves its right to
assert to amend its motion and to assert additional claims.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Updates Court on Plan Voting Process
-------------------------------------------------------------
Tropicana Entertainment LLC and its debtor affiliates delivered to
the U.S. Bankruptcy Court for the District of Delaware a status
report in accordance with the Court's request to provide an
update on matters related to confirmation of their plans of
reorganization.

The Debtors relate that they have commenced solicitation of the
OpCo and LandCo Chapter 11 Plans on March 23, 2009.  The voting
deadline for the Plans is April 17.  The hearing for confirmation
of the Plans has been set for April 27.

The Debtors add that they are currently engaged in the
confirmation discovery process, which has been limited as a
result of the consensual nature of the Plans.  Columbia Sussex
Corporation, William J. Yung, and Tropicana Casinos and Resorts,
Inc., are the only parties actively seeking discovery in
connection with the confirmation of the Plans.  The Yung Parties
have indicated that they may object to the Plans based on the
Plans' creation of a litigation trust to pursue potential claims
against the Yung Parties and certain related entities, according
to Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware.

The discovery sought by the Yung Parties falls into two
categories: (i) the investigation and evaluation of Insider
Causes of Action, and (ii) the Debtors' valuation of their
estates.  Both the Debtors and the Official Committee of
Unsecured Creditors object to the first group of discovery
requests as irrelevant and privileged.  As to the second group of
discovery requests, the Debtors have agreed not to object to
certain witness disclosures or subpoenas by the Yung Parties on
the grounds that they are tardy, so long as those disclosures and
requests are filed sufficiently in advance of the April 27
Confirmation Hearing to ensure that the Court's schedule for
receiving pre-trial submission remains on track.  The Debtors are
confident that any objections by the Yung Parties will be
resolved before the Confirmation Hearing.

In separate filings with the Court, the Yung Parties and certain
related entities designated Joshua Scherer to present evidence
under Rules 702, 703, or 705 of the Federal Rules of Evidence.
The objectors also identified Theodore Mitchel as a person who
may present evidence at the Confirmation Hearing.

Moreover, the Debtors aver that they are in the process of
negotiating court documents for the Plan Supplements and expect
to file them timely.  Over the past weeks, they have also worked
closely with their constituents to finalize the forms of the
documents and the contents of the schedules to be included in the
Plan supplements.  Generally, the documents and disclosures
contained in the Plan Supplements will include:

  (a) additional disclosure regarding the Debtors' post-
      consummation corporate structure, including certain key
      terms and agreements related to the equity to be
      distributed under the Plans and the OpCo Exit Facility
      under the OpCo Plan;

  (b) restructuring transactions that the Debtors intend to
      implement to effectuate the Plans;

  (c) further disclosure of the terms of the Litigation Trust
      and the matter in which it will be operated, as well as
      the members currently designated to serve on the
      Litigation Trust subcommittees;

  (d) contracts and leases to be assumed or rejected; and

  (e) Causes of Action to be retained by each of the Debtors'
      estates, and Insider Causes of Action to be assigned to
      the Litigation Trust.

Full-text copies of the Plan Supplements are available for free
at:

    http://bankrupt.com/misc/Tropi_LandCoPlanSupp_041009.pdf
    http://bankrupt.com/misc/Tropi_OpCoPlanSupp_041009.pdf

The Debtors expect to proceed with the April 27 Confirmation
Hearing.  In the meantime, they continue to work with their
regulatory counsel for each of their gaming jurisdictions to
ensure that they are able to exit from Chapter 11 in a timely
manner after the confirmation of the Plans, Mr. Kaufman says.

                      Publication Notice

Erin Ostenson, advertising clerk of The Wall Street Journal, a
daily national newspaper of general circulation throughout the
United States, filed separate affidavits stating that the notices
of the OpCo Lenders and the LandCo Lenders with respect to their
First Amended Joint Plan of Reorganization, the objection and
voting deadlines, the solicitation and voting procedures, the
hearing to confirm the applicable Plan, and other relevant
information were published on March 26, 2009.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008, (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TROPICANA ENTERTAINMENT: Wimar Seeks $2 Mil. Admin. Expense Claim
-----------------------------------------------------------------
Wimar Tahoe Corporation, formerly Tropicana Casinos and Resorts,
Inc., seeks the payment of a $2,055,259 administrative expense
claim incurred against the Debtors.

Pursuant to certain agreements, including certain casino service
agreements, Wimar agreed to provide services to the Debtors and
the Debtors agreed to compensate Wimar for those services.  Since
the Petition Date, Wimar has incurred costs and expenses for
those services.

Notwithstanding the filing of Debtors' bankruptcy cases, Wimar
continued to provide the Debtors with services.  John W. Weiss,
Esq., at Greenberg Traurig, LLP, in New York, tells the U.S.
Bankruptcy Court for the District of Delaware that the costs and
expenses, aggregating at least $2,055,259, incurred by Wimar
provided a direct benefit to the Debtors.  The Wimar services have
allowed the Debtors to continue to operate and preserve the value
of their businesses.  The Debtors themselves have recorded these
charges in their ledgers, Mr. Weiss points out.

Mr. Weiss notes that Wimar's Administrative Expense Claim is
asserted against certain Debtors in these amounts:

   Debtor                                        Claim Amount
   ------                                        ------------
   Tropicana Entertainment, LLC                    $1,376,060
   Wimar Land Company                                 353,987
   Columbia Properties Vicksburg, LLC                 158,940
   JMBS Casino, LLC, dba Jubilee Casino               164,477
   Catfish Queen Partnership in Commendum,              1,000
   Hotel Ramada of Nevada, dba Tropicana Las Vegas        792

Wimar reserves its rights with respect to the Administrative
Expense Claim.  Wimar also reserves its right to amend its Motion
to Allow and to assert additional claims and requests for
payment, or additional grounds for its claims.

                   About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC and its debtor-affiliates filed for
Chapter 11 protection on May 5, 2008 (Bankr. D. Del. Case No.
08-10856).  Kirkland & Ellis LLP and Mark D. Collins, Esq., at
Richards Layton & Finger, represent the Debtors in their
restructuring efforts.  Their financial advisor is Lazard Ltd.
Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


ULTRA STORES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ultra Stores, Inc.
        122 S. Michigan Avenue, Suite 800
        Chicago, IL 60603

Bankruptcy Case No.: 09-11854

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Ultra Stores Puerto Rico, Inc.                     09-11855
Ultra Stores USVI, Inc.                            09-11856

Type of Business: The Debtors operate a jewelry retail stores.

Chapter 11 Petition Date: April 9, 2009

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Andrew C. Gold, Esq.
                  agold@herrick.com
                  Frederick E. Schmidt, Esq.
                  eschmidt@herrick.com
                  Herrick, Feinstein LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-5941
                  Fax: (212) 592-1500

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Hyperion Industries                              $959,168
#2 140 - 1066 W. HASTIN GS ST.
Vancouver, BC V6E 3XI
Tel: (604) 669-9562

D1amstar Jewellery Pvt.                          $752,872
LTS G-9, GEM & Jewellery
Complex II SEEPZ
Andheri (East)
Mumbai-400096, INDIA

Kiran Jewels India DFD                           $713,350
SDF VII, SEEPZ, Andheri (e)
Mumbai, India 00040-0096

VAISHALI DIAMOND CORP                            $669,086
579 5TH Avenue
Suite 1475
New York, NY 10018

FJlL, Inc                                        $659,949
608 5th Avenue, Suite # 405 A
New York, NY 10036

Goldiam International                            $628,309
Gem & Jewellery Complex
Seepz Andheri (East)
Mumbai, India 400096

Chelsea GCA Realty, LP                           $414,367

Ciemme NY, LLC                                   $379,866

Genesis Jewelry, Inc.                            $374,740

International Jewelry                            $361,885
Imports

IRS                                              $352,090

Atit Diamond Corporation                         $302,020

American Originals                               $276,083

Leo Schachter Diamonds LLC                       $271,709

World Pacific Jewelry                            $264,938

Amikam                                           $258,144

Simon Property Group                             $236,602

Dialuck Corp.                                    $221,342

Rayalty Jewelry                                  $182,084

Jewel Source, Inc.                               $170,494

The petition was signed by Daniel Marks, president and chief
executive officer.


VILLAGE JEWELERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Village Jewelers Group, L.P.
        13636 Neutron Rd., Suite 100
        Dallas, TX 75244
        Tel: (972) 661-1100
        E-mail: info@villagejewelers.com

Bankruptcy Case No.: 09-31936

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Company Description: The debtor is a Dallas-based jewelry store.

                     See http://www.villagejewelers.com/

Debtor's Counsel: Susan B. Hersh, Esq.
                  Susan B. Hersh, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 503-7070
                  Email: susan@susanbhershpc.com

Estimated Assets: $0 to $50,000

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

The petition was signed by Phillip Samuels, managing member
of the company.

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

             http://bankrupt.com/misc/txnb09-31936.pdf


WILLIAM MOTORS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Williams Motors, Inc.
        1621 Highway 50
        P.O. Box 98
        Commerce, TX 75248
        Tel: (903) 246-4878
        Fax: (903) 886-2802

Bankruptcy Case No.: 09-31927

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey Jernigan

Company Description: The debtor is a Chevrolet, Buick, and
                     Pontiac dealer in Commerce, Texas.

                     See http://www.williamsmotors.net/

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Kim E. Moses
                  Wright Ginsberg Brusilow, PC
                  1401 Elm Street, Suite 4750
                  Dallas, TX 75202
                  Tel: (214) 651-6517
                  Fax: (214) 744-2615
                  Email: pkeiffer@wgblawfirm.com

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

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

The petition was signed by Wyman Williams, president of the
company.

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

             http://bankrupt.com/misc/txnb09-31927.pdf


WASHINGTON MUTUAL: McKee Assigns $1.3 Million Claim to Longacre
---------------------------------------------------------------
McKee Nelson, LLP, notified the U.S. Bankruptcy Court for the
District of Delaware and parties-in-interest that on March 26,
2009, it sold, transferred and assigned Claim No. 1089 for
$1,379,960, to Longacre Master Fund, Ltd.

McKee originally filed Claim No. 1089 against the Debtors on
March 5, 2009.  However, in light of the Claim Transfer, McKee
agrees that all payments and distributions with respect to the
Claim will be given to Longacre.

The parties also filed an amended Claim Transfer to reflect
McKee's contact details.

McKee has been employed by the Debtors as their special tax
counsel.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: Transition Employees May be Heavily Taxed
------------------------------------------------------------
Former employees of Washington Mutual, Inc., who temporarily
worked for WaMu acquirer JPMorgan Chase to aid in the WaMu-
JPMorgan transition and who were promised with retention bonuses
could be affected by the congressional bills, which seek to recoup
multimillion-dollar bonuses paid to executives at American
International Group, according to The Seattle Times.

The Bills were in response to AIG's disclosure that it paid
$165 million in bonuses after receiving bailout aid of more than
$170 billion, the newspaper reports.

One bill intends to slash "90 percent tax on bonuses given to
employees of companies that received more than $5 billion in
federal bailout money, including JPMorgan Chase," and would apply
to all workers whose household adjusted gross income exceeds
$250,000.  Another bill would impose a 35% tax, applicable to a
wider range of banks and financial-services companies, says the
Seattle Times.

According to the report, about 1,500 of 4,200 people who worked
at WaMu's Seattle headquarters were laid off, while 1,900 are
temporarily working as JPMorgan's "transition team," but will
also be laid off in 2009.  The transition workers are accruing a
retention bonus equal to their regular pay rate.  Accordingly,
they get the bonus when they're laid off, The Seattle Times
relates.

Meanwhile, The Wall Street Journal reported that, as part of
remodeling Washington Mutual Bank's branches, JPMorgan is
replacing, among others, cash dispensers and bank-teller windows,
in Dallas, Texas.  The Journal quoted Charles Schraf, in charge of
the Chase unit of JPMorgan, as saying that the traditional
branches "are superior in every way" and are "practical."

Specifically in California, 708 WMB branches and more than 2,000
ATMS will be sporting a new logo, described as a "bright blue
octagon," the Puget Sound Business Journal related.

JPMorgan is expecting completion of WMB branch remodeling in
October 2009, WSJ said.

JPMorgan is also putting up for sale WaMu's Cedarbrook Conference
Center, located in a residential area near the Seattle-Tacoma
International Airport, The Seattle Times noted in a separate
report.  JPMorgan is marketing Cedarbrook through Jones Lang
LaSalle Hotels.  Prices relating to the sale were kept
confidential, according to the report.

Originally named the Washington Mutual Leadership Center, the
Cedar Conference Center was the "high-tech meeting and training
complex" of WaMu, which opened in 2002.  However, with WaMu no
longer conducting a headquarters operation at the Center, a
JPMorgan spokesperson told The Seattle Times that there seemed to
be no longer any need to keep it.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


WASHINGTON MUTUAL: Weil Gotshal Bills $1.7MM for January Work
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Washington Mutual Inc. and WMI Investment Corp. to pay
fees and reimburse expenses of bankruptcy professionals involved
in their cases, for work done from January 1 to 31, 2009:

Professional                        Fees        Expenses
------------                      --------      --------
Akin Gump Strauss Hauer  & Fled   $651,987       $35,388
Davis Wright Tremaine LLP           19,717        16,871
Gibson, Dunn & Crutcher LLP         36,686           144
Grant Thornton LLP                  69,743         3,044
McKee Nelson LLP                    51,788         3,815
Pepper Hamilton LLP                82,897          6,894
Richards, Layton & Finger, P.A.     20,964         2,152
Shearman & Sterling LLP             75,530         6,108
Weil, Gotshal & Manges LLP       1,773,982        57,514

The Court also has authorized the Debtors to pay the fees and
reimburse the expenses of Gibson Dunn & Crutcher LLP, John W.
Wolfe P.S. and Perkins Coie LLP for work done from
December 1 to 31, 2009:

Professional                         Fees       Expenses
------------                        ------      --------
Gibson, Dunn & Crutcher LLP         $9,300            $0
John W. Wolfe, P.S.                 56,502             0
Perkins Coie LLP                    72,776         1,848

Meanwhile, several professionals are seeking allowance of their
fees for services provided to the Debtors or the Official
Committee of Unsecured Creditors and reimbursement of expenses for
the fee period from February 1 to 28, 2009:

Professional                       Fees             Expenses
------------                     --------           --------
Akin Gump Strauss Hauer          $545,420            $21,930
& Fled LLP as the
Creditors' Committee's
co-counsel

Davis Wright Tremaine LLP           7,498                683
As the Debtors'
Special counsel

FTI Consulting                    239,106              2,580
as the Creditors'
Committee's financial
advisor

John W. Wolfe, P.S.                10,536                  0
as the Debtors'
special counsel

McKee Nelson LLP                   50,093                818
as the Debtors'
special tax counsel

Pepper Hamilton LLP               120,089              3,598
as the Creditors'
Committee's co-counsel

Simpson Thacher & Barlett LLP, as the Debtors' special counsel,
also seeks the Court's allowance of its fees for $24,082, and
reimbursement of expenses totaling $773 for the period from
January 1 to February 28, 2009.

                    About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over Sept. 25 by U.S. government
regulators.  The next day, WaMu and its affiliate, WMI Investment
Corp., filed separate petitions for Chapter 11 relief (Bankr. D.
Del. 08-12229 and 08-12228, respectively).  Wamu owns 100% of the
equity in WMI Investment.  Weil Gotshal & Manges represents the
Debtors as counsel.  When WaMu filed for protection from its
creditors, it listed assets of $32,896,605,516 and debts of
$8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

(Washington Mutual Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000)


Z GALLERIE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Z Gallerie
        1855 West 139th Street
        Gardena, CA 90249
        Tel: (310) 277-6910

Bankruptcy Case No.: 09-18400

Type of Business: The Debtor sells pillows, tables, mirrors and
                  house accessories.

                  See http://www.zgallerie.com/

Chapter 11 Petition Date: April 10, 2009

Court: Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Jeffrey W. Dulberg, Esq.
                  jdulberg@pszjlaw.com
                  Scotta E. McFarland, Esq.
                  smcfarland@pszjlaw.com
                  Pachulski Stang Ziehl & Jones LLP
                  10100 Santa Monica Blvd Ste 1100
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  Fax: (310) 210-0760

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
River District Development     Tenant            $500,000
Group LLC
6737 South 85th East Avenue
Tulsa, OK 74133
Tel: (404) 873-8752
Fax: (404) 873-8753

GDH INVESTMENTS, LLC            Rent             $284,421
c/o GK Development, Inc.
303 E. Main SI. Suite 201
Barrington, IL 60010
Tel: (847) 277-9930
     (847) 277-9930
Fax: (847) 277-9940

Escalate Retail                 Trade            $271,045
P.O. Box 200240
Pittsburgh, PA 15251
Tel: (800) 854-2263
     (800) 854-2263
Fax: (858) 457-2145

Tyson's Corner Holdings LLC     Rent             $198,339

Sconsdale fashion square LLC    Rent             $164,264

Tampa Westshore Associates LP   Rent             $163,421

Oakbrook Shopping Center, LLC   Rent             $155,243

TIC Retail Properties -         Rent             $151,979
Fashion Island

Somerset Collection Limited PT  Rent             $145,708

Frit San Jose Town & Country    Rent             $144,403
Village LLC

Forbes Taubman Orlando LLC      Rent             $142,184

Kierland Greenway LLC           Rent             $135,041

340 University Avenue Assoc.    Rent             $133,200

Woodfield Mall LLC              Rent             $128,086

Hart Galleria North, LLC        Rent             $127,820

Mission Viejo Associates L.P.   Rent             $127,127

Downtown Plaza, LLC             Rent             $124,891

Highwoods Realty Limited        Rent             $123,815

Larimer Square North, LLC       Rent             $123,380

CLP-SPF Rookwood Commons LLC    Rent             $116,134

The petition was signed by Michael G. Zeiden, chief financial
officer and secretary.


ZOHAR WATERWORKS: Can Access $1.5MM of Patriarch DIP Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Zohar Waterworks, LLC, and B2 International
Corporation to:

   a) obtain credit and incur debt, on an interim basis, up to the
      aggregate amount of $1.5 million;

   b) enter into a financing agreement with Patriarch Partners
      Agency Services, LLC, and the lenders party thereto;

   c) use proceeds of the DIP facility in accordance with the DIP
      credit documents and the Budget;

   d) grant the DIP agent (a) a first priority lien, valid,
      perfected and enforceable lien on the Debtors' unencumbered
      property; (b) a lien on the Debtors' property that is
      subject to the permitted prior liens, the lien to be junior
      only to the permitted prior liens; and (c) a first priority
      lien on the property of the Debtors' estates that is subject
      to the prepetition liens;

   e) grant the DIP agent superpriority administrative claim
      status in respect of all DIP obligations.

The final hearing to consider the entry of the final order and
approval of the DIP facility is scheduled for April 17, 2009, at
10:00 a.m. (Eastern Time) at the U.S. Bankruptcy Court for the
District of Delaware, Wilmongton, Delaware.  Objections were due
April 14, 2009, 4:00 p.m.

Prior to the petition date, the Debtors were party to (i) credit
agreement dated Aug. 25, 2005, as amended, with Patriarch Partners
and lenders party thereto; and (ii) Zohar Waterworks was party to
equipment finance credit agreement dated April 25, 2007, with
Patriarch Partners and lenders party thereto.  To secure the 2005
credit agreement debt, Zohar Waterworks granted security interest
and liens to the 2005 credit agreement agent, upon substantially
all of the Debtors' property and assets.  To secure the equipment
finance debt, Zohar Waterworks granted security interest and liens
to the agent upon substantially all of Zohar Waterworks's property
and assets.  As of the petition date, the Debtors owed obligations
to the 2005 credit agreement secured parties of $70.5 million for
outsatnding term loans, advances and financial accommodations;
Zohar Waterworks owed equipment finance secured parties of $2.4
million for outstanding term loans and financial accomodations.

Patriarch Partners, as DIP agent, agreed to provide financing for
a Chapter 11 cases provided that the Debtors pursue an expedited
sale of substantially all their assets to Patriarch Partners,
though LVD Acquisitions, LLC, an acquisition entity, or to the
highest bidder at an auction.

The Debtors were unable to obtain postpetition financing on an
unsecured basis or on a junior priority basis to the prepetition
lenders.

The financing under the DIP Facility will allow the Debtors to:

   a) fund the continued operation of, and minimize disruption to,
      their business and operations;

   b) avoid immediate and irreparable harm to their businesses as
      a going concern.

            Salient Terms of the DIP Credit Agreements

Administrative Agent:   Patriarch Partners Agency Services, LLC

DIP Lenders:            Zohar II 2005-1, Limited, and Zohar
                        III, Limited

Borrowers:              Zohar Waterworks, LLC, and B2
                        International Corporation

DIP Facility:           The DIP Facility will consist of a senior
                        revolving credit facility with a maximum
                        commitment of $3.4 million.

Maturity Date:          All obligations under the DIP facility
                        accrue or otherwise come due and payable
                        in full on the earliest to occur of (i)
                        June 1, 2009, or (ii) the date on which a
                        sale of all or substantially all of the
                        Debtors' assets is consumed.

Use Proceeds:           The DIP facility will be used (a) to pay
                        all or part of any indebtedness of the
                        Debtors arising prior to the petition
                        date, or (b) in violation of the DIP
                        orders.

Interest Rates:         Upon the occurrence and during the
                        continuation of an event of default, all
                        obligations will bear interest payable on
                        demand at the default rate.

Applicable Margins:     The LIBOR Rate Margin is 8%; the base rate
                        margin is 5.5%

Security:               The DIP Facility will be secured by (i) a
                        perfected first priority lien on all
                        property and assets of each Debtor and its
                        estate that is not subject to permitted
                        prior liens or prepetition liens; 9ii) a
                        perfected lien upon all property and
                        assets of each Debtor that is junior only
                        to the permitted prior liens; and (iii) a
                        perfected lien on all property of each
                        Debtor that is subject to prepetition
                        liens, senior in all respects to the
                        prepetition liens and junior only to the
                        permitted prior liens.

                        The DIP facility will also be secured by a
                        superpriority administrative expense claim
                        having priority over all administrative
                        expense.

Agent Fee:              $75,000 payable at the closing date and on
                        each anniversary thereof on terms and
                        conditions separately agreed upon by the
                        agent and the Debtors.

Termination Date:       On the earlier to occur of (i)June 1,
                        2009; (ii) the date on which a sale of
                        substantially all of the Debtors' assets
                        is consummated; (iii) the date of the
                        termination of the commitments of the DIP
                        credit agreements; (iv) the conversion of
                        any of the Chapter 11 cases to a
                        Chapter 7; (v) the date after any period
                        of three consecutive business days in
                        which the DIP lenders and the DIP agent
                        have denied the Debtors' request to fund
                        loans to be used to pay professional fees
                        and expenses as a result of an event of
                        default.

The agreement contains certain event of default.

                      About Zohar Waterworks

Headquartered in Columbus, Ohio, Zohar Waterworks, LLC --
http://www.zoharwaterworks.com/-- dba Tri Palm International,
LLC, manufactures the Oasis brand water coolers and bottled water
coolers.  Zohar Waterworks LLC and B2 International Corporation
dba Oasis Water, filed for separate Chapter 11 protection on
April 2, 2009 (Bankr. D. Del. Lead Case No. 09-11179).  The Debtor
has tapped Derek C. Abbott, Esq., at Morris Nichols Arsht &
Tunnell LLP, as counsel.  The Debtors listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


ZOHAR WATERWORKS: Section 341(a) Meeting Set for May 8 in Delaware
------------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Zohar Waterworks, LLC, and B2 International Corporation's
Chapter 11 cases on May 8, 2009, at 3:30 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.

Headquartered in Columbus, Ohio, Zohar Waterworks, LLC --
http://www.zoharwaterworks.com/-- manufactures the Oasis brand
water coolers and bottled water coolers.  Zohar Waterworks LLC
and B2 International Corporation, filed for separate Chapter 11
protection on April 2, 2009 (Bankr. D. Del. Lead Case No. 09-
11179).  The Debtor has tapped Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, as counsel.  The Debtors listed
estimated assets of $10 million to $50 million and estimated debts
of $50 million to $100 million.


ZOUNDS INC: Wins Court Nod for Squire Sanders as Bankr. Counsel
---------------------------------------------------------------
Hon. George B. Nielsen, Jr., of the U.S. Bankruptcy Court for the
District of Arizona authorized Zounds, Inc., to employ Squire,
Sanders & Dempsey L.L.P. as counsel.

Squire Sanders is expected to:

   a) advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued management and
      operation of its business and property;

   b) attend meetings and negotiate with representatives of
      creditors and other parties in interest and advise and
      consult on the conduct of this Chapter 11 case, including
      all of the legal and administrative requirements of
      operating in Chapter 11;

   c) assist the Debtor with the preparation of its schedules of
      assets and liabilities and statements of financial affairs;

   d) advise the Debtor in connection with any contemplated sales
      of assets or business combinations, including the
      negotiation of asset, stock, purchase, merger or joint
      venture agreements, formulate and implement appropriate
      procedures with respect to the closing of any transaction
      and counsel the Debtor in connection with the transactions;

   e) advise the Debtor in connection with any postpetition
      financing and cash collateral arrangements and negotiate and
      draft documents relating thereto, provide advice and counsel
      with respect to prepetition financing arrangement, and
      negotiate and draft documents relating thereto;

   f) advise the Debtor on matters relating to the evaluation of
      the assumption, rejection or assignment of unexpired leases
      and executory contracts;

   g) advise the Debtor with respect to legal issues arising in
      or relating to the Debtor's ordinary course of business
      including attendance at senior management meetings, meetings
      with the Debtor's financial and turnaround advisors and
      meetings of the board of directors;

   h) take all necessary action to protect and preserve the
      Debtor's estate, including the prosecution of actions on its
      behalf, the defense of any actions commenced against them,
      negotiate concerning all litigation in which the Debtor is
      involved and object to claims filed against the Debtor's
      estate;

   i) prepare on Debtor's behalf, all motions, applications,
      answers, orders, reports and papers necessary to the
      administration of the estate;

   j) negotiate and prepare, on the Debtor's behalf, a Plan of
      Reorganization, disclosure statement and all related
      agreements and documents and taking any necessary action on
      behalf of the Debtor to obtain confirmation  of the Plan;

   k) attend meetings with third parties and participate in
      negotiations with respect to these matters;

   l) appear before the Court, any appellate courts and the U.S.
      Trustee and protect the interests of the Debtor's estate
      before the Courts and the U.S. Trustee; and

   m) perform all other necessary legal services and provide all
      other necessary legal advice to the Debtor in connection
      with this Chapter 11 case.

Jordan A. Kroop, a partner at Squire Sanders, told the Court that
the hourly rates of professionals working on this case are:

     New Associates                    $155
     Senior Partners                   $955
     New Project Assistants            $100
     Senior Paralegals                 $325
     Non-Attorney Personnel         $100 - $325

Mr. Kroop also related that on March 5, 2009, Squire Sanders
received a $50,000 retainer for professional services, charges and
disbursements.  On March 25, the Debtor prepaid $20,000 for
additional services Squire Sanders would render up to the petition
date.  As of the petition date, Squire Sanders was compensated for
all known fees and reimbursed for all known expenses incurred
before the petition date.

Mr. Kroop assured the Court that Squire Sanders is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Court.

Mr. Kroop can be reached at:

     Squire, Sanders & Dempsey L.L.P.
     Two Renaissance Square
     40 North Central Avenue, Suite 2700
     Phoenix, AZ 85004
     Tel: +1-602-528-4000
     Fax: +1-602-253-8129

                        About Zounds, Inc.

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The Debtor filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP represents
the Debtor in its restructuring efforts.  The Debtor listed
estimated assets of $10 million to $50 million and estimated debts
of $10 million to $50 million.


ZOUNDS INC: Has until April 29 to File Schedules and Statements
---------------------------------------------------------------
Hon. George B. Nielsen, Jr., of the U.S. Bankruptcy Court for the
District of Arizona extended until April 29, 2009, Zounds, Inc.'s
time to its file statement of financial affairs and schedules of
assets and liabilities.

The Debtor said that an extension would allow it to have more time
to gather information from books, records, and documents relating
to thousands of transactions; complete and file the statements and
schedules.

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The Debtor filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP represents
the Debtor in its restructuring efforts.  The Debtor listed
estimated assets of $10 million to $50 million and estimated debts
of $10 million to $50 million.


ZOUNDS INC: Wants to Obtain $1-Mil. DIP Loan; LandLords Object
---------------------------------------------------------------
Zounds, Inc., asks the U.S. Bankruptcy Court for the District of
Arizona:

   a) for authority to obtain up to $1,000,000 of delayed draw
      debtor-in-possession financing and to borrow up to $300,000,
      in the interim basis, from Michael Stewart and Derwood
      Chase, two of the lenders under Series D Notes;

   b) to approve the terms and conditions of the DIP loand
      documents, and authorize the Debtor to execute and enter
      into the DIP loan documents;

   c) for authority to use the cash collateral; and

   d) grant adequate protection to the prepetition lenders.

Until January 2009, the Debtor had not incurred significant
secured debt and had issued 2 series of convertible unsecured
notes to accredited investors through private placements,
including: (i) $3,685,000 aggregate principal amount of 10% Series
B Convertible Notes due 2009; and (ii)$11,937,870 aggregate
principal amount of 10% Series C Convertible Notes due 2009.
Interest on the convertible notes is payable at maturity.

In November 2008, certain additional holders of Series C
Convertible Notes received a security agreement from the Debtor,
purporting to secure an additional $525,000 aggregate principal of
notes under that series.  From December 2008 through February
200+, the Debtor issued a series of 10% Secured Convertible Notes
to accredited investors through private placements in the
aggregate principal amount of $4,500,000.  Interest on the
prepetition secured debt compounds quarterly and is payable at
maturity.

All the Debtor's obligations under the prepetition secured debt
are secured by liens on substantially all the Debtor's assets.

The Debtor also incurred, as of the petition date, approximately
$10,000,000 in unsecured debt, not including alleged lease
rejection damages arising from the Debtor's closure of several of
its leased retail locations.

                 Salient Terms of the DIP Facility

Borrower:             Zounds Inc.

Lenders:              Michael Stewart, Derwood Chase and other
                      affiliated entities that may be
                      designated.

Loan Amount:          $1,000,000

Term:                 The DIP Facility terminates on the earliest
                      of: (i) 120 days after the petition date;
                      (ii) 30 days after the petition date if the
                      final DIP order is not entered in that time;
                      (iii) confirmation and effectiveness of a
                      Plan of Reorganization in this case; and
                      (iv) the occurrence of an event of default.

Pricing:              Interest will be computed and accrue monthly
                      on the outstanding principal amount of all
                      draws under the DIP Facility at a rate of
                      12% per annum.  All accrued interest will be
                      added to the principal amount of the DIP
                      facility.  All outstanding principal and
                      accrued interest will be due and payable on
                      the termination date.  The Debtor must pay
                      an initial fee t6o the DIP lender pf 2%,
                      added the principal amount owing under the
                      DIP facility.

Collateral:           All borrowings under the DIP loan will at
                      all times be secured by: (a) a perfected
                      first priority lien on all the Debtor's
                      prepetition and postpetition property not
                      already subject to valid, perfected and non-
                      avoidable liens; (b) perfected lien on all
                      the Debtor's perpetition and postpetition
                      property, subject to the liens permitted by
                      the loan agreement; and (c)n perfected
                      priority priming liens on all the Debtor's
                      property subject to valid , perfected and
                      non-avoidable liens.  All security interests
                      and liens granted are subject to the Carve
                      Out.

Carve Out:            The liens, security interests and
                      superpriority administrative expense claims
                      granted to the DIP lender would be subject
                      to a limited Carve Out.

Adequate Protection:  In order to adequately protect the
                      prepetition lenders from the Debtor's use of
                      cash collateral and the granting of the
                      priming liens to the DIP lender, the Debtor
                      believes that the prepetition lenders
                      security interests in the Debtor's assets
                      are adequately protected by virtue of a
                      substantial equity cushion held by the
                      prepetition lenders.

The Debtor believes that the current outstanding balance under the
prepetition secured debt is approximately $5,100,000.  At the same
time, the Debtor believes that the aggregate fair market value of
the Debtor's assets is approximately $13.5 million.  This equates
to a very substantial equity cushion.

Grant the lender superpriority administrative expense claim and a
priming lien on property of the estate encumbered by existing
prepetition liens, possibly without the consent of all holders of
the liens.

The loan agreement contains certain events of default.

                         Landlords Object

GGP Limited Partnership, as direct and indirect owner of the GGP
locations and Kravco Simon Company, shopping centers in which the
Debtor operates retail stores, object to the Debtor's attempt to
grant a lien on landlords' leases and grant certain access rights
to landlords premises contrary to the provisions of the leases.

Landlords further object to any use of their leaseholds except as
provided in the Leases or pursuant to a further order of this
Court.

The Macerich Company, as managing agent for the landlords of
Arrowhead Towne Center, Paradise Valley Mall, and Superstition
Springs Center, objects to the Debtor's motion for interim and
final order to obtain postpetition financing.  Macerich relates
that neither the financing motion nor the interim oder provides a
copy of the Budget, so the Debtor's intentions regarding the
payment of April rent and charges under the leases is unclear.

Moreover, the relief proposed by the financing motion is
objectionable on a number of grounds.  First, the Debtor proposed
to pledge the liens as collateral, notwithstanding specific
prohibitions on the pledges in the leases. Second, the relief the
DIP lender after an event of default seems to includes essentially
unregulated use of premises.

                         About Zounds Inc.

Headquartered in Phoenix, Arizona, Zounds, Inc. --
http://www.zoundshearing.com/-- offers a portfolio of hearing
aids and wireless devices.  The Debtor filed for Chapter 11
protection on March 30, 2009 (Bankr. D. Ariz. Case No. 09-06053).
Jordan A. Kroop, Esq., at Squire Sanders & Dempsey LLP represents
the Debtor in its restructuring efforts.  The Debtor listed
estimated assets of $10 million to $50 million and estimated debts
of $10 million to $50 million.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (312) 781-2000; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-903-595-3800 or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312-578-6900; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: April 5, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***