TCR_Public/090416.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 16, 2009, Vol. 13, No. 104

                            Headlines


11500 LLC: Court to Consider Cash Collateral Access on April 21
ALLIANCE LIMOUSINE: Blames Poor Market Conditions for Collapse
AMR CORP: Posts $375 Million First Quarter 2009 Net Loss
ARVINMERITOR INC: Laid Off 250 Workers in February & March
B&C CORP: Files for Chapter 11 Bankruptcy Protection

BALDWIN TECHNOLOGY: Unveils Restructuring Plans; Cuts 16% of Jobs
BALDWIN TECHNOLOGY: Obtains Waiver From BofA Until May 15
BANK OF AMERICA: Alan Hartman Leaves Merrill Lynch for Centerview
BETHANY ROLLING: Seeks More Time to File Schedules and Statements
BIG 10 TIRES: Wants More Time to File Schedules and Statements

BSC DEVELOPMENT: Involuntary Chapter 11 Case Summary
BUILDING MATERIALS: Can Borrow Under $20MM Facility Through June 1
CHARTER COMMUNICATIONS: Wins Approval to Pay Trade Creditors
CHRYSLER LLC: 3 Firms Join Lenders Committee; Fiat Merger Likely
CHRYSLER LLC: Workers May Forgo $7.1BB in Retirement Benefits

CREEKSTONE TAMIAMI: To Conduct Sale of Collateral on April 23
DIELECTRIC SOLUTIONS: Involuntary Chapter 11 Case Summary
DIELECTRIC SOLUTIONS: Files for Chapter 11 Bankruptcy Protection
DISTRIBUTED ENERGY: Plan Filing Period Extended to May 1
EVERGREEN GAMING: Voluntary Chapter 15 Case Summary

FANNIE MAE: Steps Up Foreclosures on Delinquent Homeowners
FLUID ROUTING: Can Obtain Up To $8 Million Interim Financing
FLUID ROUTING: Wants To Sell Fluid Assets to YH America
FLYING J: Proposes Bonuses for Going Concern Sale of Longhorn Biz.
FLYING J: Seeks First Amendment to Merrill Lynch Credit Facility

FLYING J: Files Schedules of Assets and Liabilities
FREDDIE MAC: Steps Up Foreclosures on Delinquent Homeowners
FREDERICK'S MADISON: Files Chapter 11 to Stop Eviction
GENERAL MOTORS: Black Oak, Investors Offer to Acquire Saturn
GENERAL MOTORS: Black Oak Partners May Acquire Saturn

GENERAL MOTORS: May Need Another Car-Assembly Plant in China
GMAC LLC: Application to Issue FDIC-Backed Debt Under Review
HARVEST OIL: Grants Temporary Order for Cash Collateral Use
HERITAGE LAND: Can Use Credit Suisse Cash Collateral 'Til April 17
HERITAGE LAND: Court OKs Omni Mgt. as Claims & Noticing Agent

IDEARC INC: Can Hire Kurtzman Carson as Claims and Noticing Agent
INDIAN CAPITOL: Case Summary & Eight Largest Unsecured Creditors
INTERMET CORP: Wins Approval for Deals with 2 Remaining Unions
JANE & COMPANY: Intends to Sell Business Quickly
JANE & COMPANY: Has Until May 6 to Files Schedules and Statements

JOURNAL REGISTER: State Objects to $1.7 million Employee Bonuses
KNIGHT-CELOTEX: May Use Lenders' Cash Collateral
KODIAK THERMAL: Involuntary Chapter 11 Case Summary
KUMKANG VALVE: Voluntary Chapter 15 Case Summary
MADOFF SECURITIES: Files Chapter 15; Peter Madoff Faces Lawsuit

MADOFF SECURITIES: Trustees Seek to Seize Vintage Sports Car
MAGNA ENTERTAINMENT: Bill for Maryland's Preakness Purchase Passed
MEDICAL IMAGING: Involuntary Chapter 11 Case Summary
MEDINA VOIP: Involuntary Chapter 11 Case Summary
MGM MIRAGE: Shares Rise 18% on CityCenter Waiver

MUTUAL BENEFITS: Receiver Invites Offers for VSI LI Policies
NOBLE INT'L: Files for Chapter 11 Blaming Customer Defection
NOBLE INTERNATIONAL: Case Summary & 30 Largest Unsecured Creditors
NORTH PORT: Court to Hear Stichter Riedel's Employment on April 23
PACIFIC ENERGY: Opposes Union Oil's Claim on Alaska Revenue

PHARMENG INT'L: Default Notice Cues Bankruptcy Filing Under BIA
PRECISION PARTS: Announces Change in Corporate Names of 4 Debtors
PRECISION PARTS: Wants Plan Filing Period Extended to July 13
PRIMUS TELECOM: Files Revised Disclosure Statement
PRIMUS TELECOM: Inks Forbearance with Lenders; to Amend Plan

QUEBECOR WORLD: Shares Suspended From Trading at TSX
RELIANT CHANNELVIEW: Fairness Doesn't Matter in Breakup Fees
ROOSEVELT LOFTS: Case Summary & 20 Largest Unsecured Creditors
ROOSEVELT LOFTS: Files for Chapter 11 Bankruptcy Protection
SANITEC INDUSTRIES: Court OKs Plan, Firm Emerges from Chapter 11

SILICON GRAPHICS: Wants to Compel Super Micro to Free Goods
SIX FLAGS: CEO to Get $3 Million in Restructuring or Chapter 11
SIX FLAGS: NY Stock Exchange Delists Firm's Common Stock & PIERS
SIX FLAGS: Will Pay CEO Mark Shapiro $3 Million Bonus
SPECIAL DEVICES: Files Chapter 11 Plan and Disc. Statement

SPECTRUM BRANDS: Disclosure Statement Okayed; Plan Hearing in June
SPORTSMAN'S WAREHOUSE: Has 7-Member Creditors' Committee
SUN-TIMES MEDIA: Wants Schedules Filing Deadline Moved to May 30
SUNAONE PTY: Voluntary Chapter 15 Case Summary
TRIBUNE CO.: Chicago Cubs Sale Could Drag On Past May

UFB GUAM: Involuntary Chapter 11 Case Summary
UNITED SUBCONTRACTORS: Wants Proskauer Rose as Bankruptcy Counsel
USTELEMATICS INC: Faces Involuntary Chapter 7 Petition
VERASUN ENERGY: Aims to Pay Off Secured Debt on Valero Purchase
WATERBROOK PENINSULA: Files Ch. 11 Plan and Disclosure Statement

WESTFALL TOWNSHIP: Case Summary & 20 Largest Unsecured Creditors
WHE HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
WOOD STRUCTURES: Case Converted to Chapter 7 Liquidation
ZOHAR WATERWORKS: Proposes Morris Nichols as Bankruptcy Counsel
ZOHAR WATERWORKS: Wants to Auction Almost All Assets on May 1

ZOHAR WATERWORKS: Wants Schedules Filing Extended for 30 More Days

* Chadbourne Elects Three Bankruptcy Attorneys to Partnership
* Gov't Mulls Disclosing Stress Test Results for Banks
* Liquidators Keep Retailers' Brand Names Alive
* Clarida Expects 'Grand Announcement' on Stress Tests

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


                            *********


11500 LLC: Court to Consider Cash Collateral Access on April 21
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized, on an interim basis, 11500, LLC, to use rent, profit
and income from its property.

The Bankruptcy Court will conduct a final hearing on the Debtor's
cash collateral use motion on April 21, 2009, at 2:00 p.m.

The Debtor and Toolco Real Estate, LLC, which filed its objection
to the motion on April 7, 2009, agreed to the Debtor's use of cash
collateral solely to pay certain expenses subject to specified
limits, maintain the Debtor's nonresidential real estate and
continue providing cleaning and utility service to tenants or
subtenants occupying the property.  Toolco claims an interest in
the rents, profits and income of Debtor's property.

The Court authorized the Debtor to use rents, profits and income
from its property for payment of employee compensation in these
approximate amounts:

     Category                            Amount
     --------                            ------
     Building repairs                    $10,000
     Cleaning                             $7,000
     Telephone                              $500
     Gas, electric and water             $20,800
     Total                               $38,300

The Court also ordered that Toolco, to the extent it possesses a
valid, perfected security interest, will be granted a replacement
lien in and to post-petition rents and the real property as
adequate protection for its interest in cash collateral which
post-petition lien will have the same priority as Toolco's pre-
petition interest, if any.

                         About 11500, LLC

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


ALLIANCE LIMOUSINE: Blames Poor Market Conditions for Collapse
--------------------------------------------------------------
Alliance Limousine LLC has sought bankruptcy protection under
Chapter 11 due to poor market conditions, its president, Alan
Oyugi, said.

According to Richard Lee at The Advocate, Alliance Limousine said
in its bankruptcy petition filed before the U.S. Bankruptcy Court
for the District of Connecticut that its assets range from
$500,000 to  $1 million and its debt is between $1 million and $10
million.

According to The Advocate, Alliance Limousine offers concierge
service and charter jet service through affiliate relationships,
but doesn't own any aircraft.  The report quoted Mr. Oyugi as
saying, "I haven't had one charter since December 26.  Hedge fund
guys used to use the car service to go to their private jets.
That's done.  It's a global effect.  Financial services is
affecting everyone.  I've been in this business 22 years, and I've
never seen anything like this."

Alliance Limousine, LLC, is a Stamford limousine service.  It was
founded in 1999.  The Company filed for Chapter 11 bankruptcy
protection on March 24, 2009 (Bankr. D. Conn. Case No. 09-50524).


AMR CORP: Posts $375 Million First Quarter 2009 Net Loss
--------------------------------------------------------
AMR Corporation reported a net loss of $375 million for the first
quarter of 2009, or $1.35 per share.  The results include the
impact of a $13 million charge, or $0.05 per share, to reflect the
net present value of future lease payments related to A300
aircraft retirements during the quarter.

The current quarter results compare to a net loss of $341 million
for the first quarter of 2008, or $1.37 per share.

"While lower fuel prices have provided a significant buffer
against falling demand in 2009, the struggling economy and capital
markets remain significant challenges for American and the rest of
the industry," said AMR Chairman and CEO Gerard Arpey.  "Even as
we feel the impact of declining revenues, fares and traffic, we
continue to make progress in areas within our control."

Among accomplishments so far in 2009, Mr. Arpey noted that the
Company was able to obtain nearly $100 million from a loan secured
by aircraft, reduce planned 2009 capital expenditures by about
$100 million, and identify ways to help control unit costs.  It
also received an additional financing commitment for two of its
Boeing 737-800 deliveries and put into service two new 737s to
begin the process of replacing its MD-80 fleet.

Mr. Arpey stated, "Thanks in large part to the efforts of our
employees, we also continued to improve our customer
dependability.  Our 2009 outlook remains challenging, but the hard
work we have done in recent years to bolster liquidity, reduce
debt and operate with capacity discipline has better prepared us
to face these difficulties."

Progress Continues in 2009

In the first quarter, American Airlines took delivery of two new
Boeing 737-800 aircraft as it begins to replace its narrow-body
fleet with more fuel-efficient aircraft.  Including these
aircraft, which are American Airlines' first deliveries of 737
aircraft since late 2001, the Company expects delivery of 29 737s
in 2009, 39 737s in 2010, and eight 737s in early 2011.  The new
737s are about 35 percent more fuel efficient per available seat
mile than the MD-80s they will replace.

AMR has received a new financing commitment covering two 737s
included in its expected deliveries.  With this new financing,
along with a backstop financing commitment, as well as a sale-
leaseback transaction covering 20 737s, subject to certain terms
and conditions, AMR has obtained financing commitments covering
its new 737 deliveries well into the fourth quarter of 2010.
In addition, AMR continued efforts to improve its cash position
through an aircraft-secured debt transaction that raised nearly
$100 million.  At the end of the first quarter, AMR estimated it
had at least $3.6 billion in unencumbered assets and other sources
of liquidity, which includes assets that could be sold or
financed, such as aircraft, AAdvantage miles, route authorities
and slots.  As it works to preserve capital, AMR also plans to
reduce its 2009 non-aircraft capital expenditures by approximately
$100 million compared to previous guidance.

Mr. Arpey also noted the Company's continued efforts to contain
unit costs.  Excluding the cost of fuel and the impact of special
items, American Airlines' mainline and consolidated cost per
available seat mile in the first quarter were each approximately
three and a half percentage points lower than the Company's
forecast in guidance provided on January 21.  While this was due
in part to reduced passenger and cargo variable expenses related
to less traffic and foreign exchange effects, it was also due to
improved cost discipline on information technology expenses as
well as materials and repair costs.

The Company's investments aimed at improving dependability and the
customer experience also continued to bear fruit in the first
quarter.  American Airlines' "A+14" on-time performance, as
measured by the U.S. Department of Transportation (DOT), was 78.1
percent during the first quarter of 2009, an improvement of nearly
15 percentage points compared to the same period in 2008.  In
addition, based on the Company's "Direct D-0" performance
measuring on-time departures and its Customer Satisfaction Survey
(CSS) results to date for the first quarter, approximately 74,000
employees worldwide will receive at least $11.4 million through
the Annual Incentive Plan, with the total potentially exceeding
$15 million pending CSS results for March.

Mr. Arpey reiterated expectations that American and four of its
fellow oneworld members -- British Airways, Iberia, Royal
Jordanian and Finnair -- will receive approval of their
application for global antitrust immunity during the second half
of 2009.  The airlines' application is pending with the DOT.  With
immunity, American Airlines, British Airways, and Iberia plan to
launch a joint business relationship that will improve travel
options and customer benefits on flights between North America and
Europe.

Financial and Operational Performance (Excluding Impact of Special
Items)

AMR reported first quarter consolidated revenues of approximately
$4.8 billion, a decrease of 15 percent year over year, largely
driven by reduced capacity and economic factors, including less
passenger traffic and lower fares, as well as lower cargo demand.
Other revenues, including sales from such sources as confirmed
flight changes, purchased upgrades, Buy-on-Board food services,
and bag fees, increased 6.9 percent year over year to $558 million
in the first quarter, compared to the first quarter of 2008.
American Airlines' mainline passenger revenue per available seat
mile (unit revenue) declined by 8.7 percent in the first quarter
compared to the year-ago quarter.

Mainline capacity, or total available seat miles, in the first
quarter decreased by 8.0 percent compared to the same period in
2008, as the Company continued to exercise capacity discipline
given the difficult demand environment.

American Airlines' mainline load factor -- or the percentage of
total seats filled -- was 75.7 percent during the first quarter,
compared to 79.1 percent in the first quarter of 2008.  American
Airlines' first-quarter yield, which represents average fares
paid, decreased by 4.5 percent compared to the first quarter of
2008, its first year-over-year yield decrease following 15
consecutive quarters of year-over-year yield increases.  The
decrease in yield was largely due to more aggressive pricing
industrywide and reduced traffic in the premium cabins.
American Airlines' mainline cost per available seat mile (unit
cost) in the first quarter decreased by 6.8 percent year over
year.  The largest contributor to this year-over-year decrease was
fuel.  Taking into account the impact of fuel hedging, AMR paid
$1.91 per gallon for jet fuel in the first quarter versus $2.74 a
gallon in the first quarter of 2008, a 30 percent decrease.  As a
result, the Company paid $561 million less for fuel in the first
quarter of 2009 than it would have paid at prevailing prices from
the prior-year period.

Excluding fuel, mainline unit costs in the first quarter of 2009
increased by 6.8 percent year over year.  Factors driving the
first quarter increase in unit costs, excluding the impact of
fuel, include unit cost pressure associated with 2009 capacity
reductions, including increased facility and landing fees;
dependability initiatives; increased defined benefit pension
expenses and employee and retiree medical expenses; and increased
materials and repair costs.  These unit cost pressures were
somewhat offset by reduced passenger and cargo variable expenses
and foreign exchange effects, and further mitigated by improved
cost discipline on information technology and materials and repair
expenses.

Balance Sheet Update

Including the new financing of nearly $100 million, AMR ended the
first quarter with $3.3 billion in cash and short-term
investments, including a restricted balance of $462 million.  That
compares to a balance of $4.9 billion in cash and short-term
investments, including a restricted balance of $426 million and
$274 million in fuel hedge collateral held by the Company, at the
end of the first quarter of 2008.  The Company's cash balance at
the end of the first quarter of 2009 includes the impact of
$343 million in collateral it had posted with fuel hedging
counterparties, as well as approximately $750 million in principal
payments on long-term debt and capital lease payments that it made
during the first quarter.

AMR's Total Debt, which it defines as the aggregate of its long-
term debt, capital lease obligations, the principal amount of
airport facility tax-exempt bonds, and the present value of
aircraft operating lease obligations, was $14.4 billion at the end
of the first quarter of 2009, compared to $15.2 billion at the end
of the first quarter of 2008. AMR's Net Debt, which it defines as
Total Debt less unrestricted cash and short-term investments, was
$11.5 billion at the end of the first quarter of 2009, compared to
$10.7 billion at the end of the first quarter of 2008.

In addition to its estimated $3.6 billion in unencumbered assets
and sources of liquidity at the end of the first quarter, as a
result of its scheduled principal payments during the remainder of
2009, the Company expects that approximately $1 billion in other
assets will become unencumbered this year.

                            Guidance

Mainline and Consolidated Capacity

AMR expects its full-year mainline capacity to decrease by
approximately 6.5 percent in 2009 compared to 2008, with a
reduction of domestic capacity of approximately 9 percent and a
reduction of international capacity of approximately 2.5 percent
compared to 2008 levels.  On a consolidated basis, AMR expects
full-year capacity to decrease by more than 6.5 percent in 2009
compared to 2008.

AMR expects mainline capacity in the second quarter of 2009 to
decrease by more than 7.5 percent compared to the second quarter
of 2008, with domestic capacity expected to decline by
approximately 11 percent and international capacity expected to
decline by more than 2 percent compared to second quarter 2008
levels.  AMR expects consolidated capacity in the second quarter
of 2009 to decrease by approximately 8 percent compared to the
second quarter of 2008.

AMR expects regional affiliate capacity to decline by
approximately 11 percent in the second quarter of 2009 compared to
the prior-year period and expects full-year regional affiliate
capacity to decline by approximately 8 percent in 2009 compared to
2008 levels.

Fuel Expense and Hedging

While the cost of jet fuel remains very volatile, AMR is planning
for an average system price of $1.89 per gallon in the second
quarter of 2009 and $1.89 per gallon for all of 2009.  AMR has
37percent of its anticipated second quarter 2009 fuel consumption
hedged at an average cap of $2.59 per gallon of jet fuel
equivalent ($101 per barrel crude equivalent), with 33 percent
subject to an average floor of $1.99 per gallon of jet fuel
equivalent ($76 per barrel crude equivalent).  AMR has 35 percent
of its anticipated full-year consumption hedged at an average cap
of $2.54 per gallon of jet fuel equivalent ($97 per barrel crude
equivalent), with 32 percent subject to an average floor of $1.89
per gallon of jet fuel equivalent ($70 per barrel crude
equivalent).  As of April 1, the average 2009 market forward price
of crude oil was $53 per barrel.  Consolidated consumption for the
second quarter is expected to be 699 million gallons of jet fuel.

Mainline and Consolidated Unit Costs (Excluding Impact of Special
Items)

For the second quarter of 2009, mainline unit costs are expected
to decrease by 11.5 percent compared to the second quarter of
2008, while second quarter consolidated unit costs are expected to
decrease by 12.0 percent compared to the second quarter of 2008.
In the second quarter of 2009, mainline unit costs excluding fuel
are expected to increase 7.7 percent year over year while
consolidated unit costs excluding fuel are expected to increase
6.1 percent compared to the second quarter of 2008.

Full-year mainline unit costs are expected to decrease 10.4
percent in 2009 compared to 2008, while full-year consolidated
unit costs are expected to decrease 10.7 percent in 2009 compared
to 2008.  (This compares to the forecast provided on January 21
for full-year mainline unit costs to decrease 6.6 percent in 2009
compared to 2008, and for full-year consolidated unit costs to
decrease 7.1 percent in 2009 compared to 2008.)

AMR expects mainline unit costs excluding fuel to be 6.6 percent
higher in 2009 versus 2008, while 2009 consolidated unit costs
excluding fuel are expected to increase 5.3 percent year over
year.  (This compares to the forecast provided on January 21 for
mainline unit costs excluding fuel to be 9.2 percent higher in
2009 versus 2008, and for 2009 consolidated unit costs excluding
fuel to be 7.6 percent higher year over year.)

In addition to the impact of reduced variable expenses from less
passenger and cargo traffic, 2009 unit costs are expected to
improve versus prior guidance due to lower costs on items such as
information technology spending and consulting fees and the
implementation of a hiring and pay freeze for all non-contract
employees.

Ann Keeton at The Wall Street Journal reports that AMR said that
despite the industry's broader funding problems, American Airlines
has financing in place to cover most of the 68 aircraft due for
delivery by the end of 2010.

                         About AMR Corp.

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 by the Troubled Company Reporter on March 17, 2009,
Fitch Ratings downgraded the debt ratings of AMR Corp. and its
principal operating subsidiary, American Airlines, Inc.:

AMR

  -- Issuer Default Rating (IDR) to 'CCC' from 'B-';
  -- Senior Unsecured Debt to 'C/RR6' from 'CCC/RR6'.

American Airlines

  -- IDR to 'CCC' from 'B-';
  -- Secured Bank Credit Facility to 'B+/RR1' from 'BB-/RR1'.

Fitch said that the Rating Outlook for both AMR and American
Airlines is Negative.

According to the TCR on August 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.


ARVINMERITOR INC: Laid Off 250 Workers in February & March
----------------------------------------------------------
Detroit Free Press reports that ArvinMeritor, Inc., laid off 250
employees in February and March 2009, as part of a widespread and
deep cost-cutting effort.

According to Detroit Free Press, the layoffs include 100 at
ArvinMeritor's light-vehicle business.  Detroit Free Press states
that most of those 100 job cuts came from the division's
headquarters in southwest Detroit and its global headquarters in
Troy, which is also in Michigan.

ArvinMeritor, says the report, will also close two plants in
Canada.  Detroit Free Press relates that when ArvinMeritor failed
to spin off or sell its light-vehicle division as a whole in a
tight credit market, the Company decided to try to sell parts of
it.

Detroit Free Press reports that the layoffs, plant closures, and
other cost-saving measures that include salary cuts and the
elimination of training programs will add up to $430 million in
annual savings for ArvinMeritor.

                         About ArvinMeritor

Troy, Michigan based ArvinMeritor, Inc., is a premier global
supplier of a broad range of integrated systems, modules and
components to the motor vehicle industry.  The Company serves
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers. ArvinMeritor common stock is traded on the New York
Stock Exchange under the ticker symbol ARM.  For more information,
visit the Company's Web site at http://www.arvinmeritor.com/.

                          *     *     *

In February 2009, Standard & Poor's Ratings Services lowered its
corporate credit rating on ArvinMeritor to 'CCC+' from 'B' and
lowered its issue-level ratings on the company's debt.  All
ratings were removed from CreditWatch, where they had been placed
on Nov. 13, 2008.  The outlook is negative.  The downgrade
reflects S&P's view that both the commercial vehicle and light-
vehicle segments will face severe problems in 2009.

Moody's Investors Service and Fitch Ratings followed in March.
Moody's lowered the Corporate Family and Probability of Default
ratings of ArvinMeritor to Caa1 from B2.  In a related action, the
rating of the senior secured revolving credit facility was lowered
to B1 from Ba2, and the rating of the senior unsecured notes was
lowered to Caa2 from B3.  ArvinMeritor's Speculative Grade
Liquidity Rating also was lowered to SGL-4 from SGL-3.  The
outlook is negative.

Fitch Ratings downgraded ArvinMeritor's Issuer Default Rating and
outstanding debt ratings:

  -- IDR to 'CCC' from 'B-';
  -- Senior secured bank facility to 'B/RR1' from 'BB-/RR1';
  -- Senior unsecured notes to 'CC/RR5' from 'B-/RR4'.

The ratings remain on Rating Watch Negative pending resolution of
potential federal government aid to General Motors and the
associated impact on industry production.  The Watch Negative is
also based on ARM's eroding margins, persistent negative cash
flows, the potential need for covenant relief in mid-2009 and
related liquidity concerns.  The downgrades affect approximately
$1.7 billion of debt.


B&C CORP: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Akron Beacon Journal reports that B&C Corp. has filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
Northern District of Ohio.

According to court documents, B&C listed $10 million to
$50 million in assets and $10 million to $50 million in
liabilities.  Court documents say that B&C reported income of
$32.08 million in 2007, income of $31.4 million in 2008, and
income of $2.07 million from January 1, 2009, through the end of
last week.

Brouse McDowell attorney Mark Merklin assists B&C in its
restructuring effort, Beacon Journal relates.

Norton-based B&C Corp., doing business as JR Engineering and JR
Wheel, is a privately owned wheel-making company at 5208 Wooster
Road W.  B&C makes and polishes aluminum automotive and truck
wheels.


BALDWIN TECHNOLOGY: Unveils Restructuring Plans; Cuts 16% of Jobs
-----------------------------------------------------------------
Baldwin Technology Company, Inc., has undertaken additional
personnel reductions in the U.S., Germany, Sweden and Italy in
order to competitively position the company in the continuing
global economic downturn.

This extension of earlier cost saving measures originally
initiated in 2008 in anticipation of a softening of the global
markets, combined with other direct and indirect savings in the
company's manufacturing cost structure is expected to be in excess
of $20 million annually.

Baldwin President and CEO Karl Puehringer said earlier this month,
"Although we have aggressively made adjustments to address the
slowdown in our industry, we felt it was prudent to take
additional steps to maximize the efficiencies of our global
company and to be prepared for further challenges.  The business
climate, both globally and industry-wide, has continued to
deteriorate, exerting negative pressure on our business and the
businesses of our customers.

"In the past two months we have completed several difficult but
necessary initiatives to ensure that we are able to weather the
current business downturn while remaining well positioned for
future growth.  We have:

   -- Successfully consolidated Baldwin Germany's Egelsbach
      production operations into Baldwin Germany's Friedberg
      operations as of March 31, 2009;

   -- Closed Baldwin's SSU office in Italy and consolidated the
      sales efforts into Baldwin's SSU France office; and

   -- Made capacity adjustments within the U.S., Germany, Sweden,
      Japan and the U.K., resulting in a reduction of Baldwin's
      worldwide workforce by 107 employees or 16% of our worldwide
      employee base."

Mr. Puehringer added, "These actions will greatly help mitigate
the effect of the tough business climate. At the same time, we
will continue to capitalize on opportunities that will allow us to
strengthen our global competitiveness and financial position and
to add value to our core business.  To that end, we are pursuing
business opportunities by:

   -- Promoting and driving recurring revenue through sales of
      consumables and parts, after-sales service, upgrades and
      retrofits;

   -- Expanding our portfolio of process automation systems
      through strategic alliances such as the recently announced
      agreements with Betz Technologies GmbH and Nordson; and

   -- Increasing penetration of Baldwin's improved technologies
      and products into emerging print markets such as India and
      China."

"These are significant and substantial steps, accomplished without
disruption in operations or on-time delivery of our products and
services.  As a result, our company has never been leaner. At the
same time, I am confident about our future because we are not only
dealing effectively with the downturn but also maintaining our
capability to meet future growth demands with any improvement in
the economy, and we have actually improved our competitive
position in several strategic areas," Mr. Puehringer concluded.

In a filing with the Securities and Exchange Commission earlier
this month, the Company disclosed that the costs associated with
its new plan to restructure existing operations will be charged to
the Company's results of operations during the third quarter of
Fiscal 2009 and consist primarily of employee personnel costs.
The Company expects to incur costs of approximately $.9 million,
anticipated to be paid in cash during the remainder of Fiscal 2009
and through the second quarter of Fiscal 2010. The Company
estimates that annual savings from this initiative will be
approximately $2.2 million.

In January 2009, the Company announced similar initiatives
implemented during the third quarter of Fiscal 2009 in Europe, the
U.S. and Japan which involved the elimination of 68 full-time
positions and reduced the Company's worldwide cost base, and was
intended to strengthen its competitive position as a leading
global supplier of process automation equipment.  The Company
expects that the restructuring costs it will incur associated with
the actions announced in January will total approximately $3.0
million.  Additional cost-reduction measures taken in January
included the elimination of merit increases for all of the
Company's workforce (except those covered by existing union
contracts), the temporary suspension of the Company's matching
contribution to the U.S. 401 (k) Plan and the reduction of
healthcare costs for its U.S. based employees. In addition, 49
senior managers agreed to reduce their salaries.  The Company said
it continues to estimate that annual savings from the January
initiatives will be approximately $5.8 million.

The Company has also instituted cost reduction initiatives
involving reduction in overtime, implementation of short-time work
weeks, reduction of external service providers and extension of
holiday shut down, reduced use of subcontractors and temporary
labor and the related travel costs, and management of other
variable costs, all of which are expected to provide additional
annual savings of approximately $13.9 million.

In October 2008, the Company announced a restructuring plan aimed
at achieving operational efficiencies in Germany with a cost of
approximately $.7 million and continues to anticipate annual
savings from that action and other actions in Europe and the U.S.
of approximately $2.1 million.

   Actions                           Cost       Savings
   -------                           ----       -------
October 2008 restructuring       $700,000    $2,100,000
January 2009 restructuring     $3,000,000    $5,800,000
March 2009 restructuring         $900,000    $2,200,000
Other initiatives
  January - March 2009                  -   $13,900,000
                              -----------   -----------
   Total                       $4,600,000   $24,000,000

Baldwin Technology Company, Inc. -- http://www.baldwintech.com/--
is an international supplier of process automation equipment for
the printing and publishing industries.  Baldwin offers its
customers a broad range of market-leading technologies, products
and systems that enhance the quality of printed products and
improve the economic and environmental efficiency of printing
presses.  Headquartered in Shelton, Connecticut, the company has
operations strategically located in the major print markets and
distributes its products via a global sales and service
infrastructure.  Baldwin's technology and products include
cleaning systems, fluid management and ink control systems, web
press protection systems and drying systems and the related
consumables.


BALDWIN TECHNOLOGY: Obtains Waiver From BofA Until May 15
---------------------------------------------------------
Baldwin Technology Company, Inc., has entered into a Modification
and Limited Waiver Agreement with Bank of America and other
lenders for the period from March 31, 2009 through May 15, 2009.

Due to certain restructuring charges taken by Baldwin during its
third fiscal quarter ended March 31, 2009, the company was not in
compliance with certain provisions of its credit agreement and
consequently entered into the Limited Waiver while continuing to
work with its lenders to amend the existing credit agreement to
provide the financing the company needs for its operations.

Specifically, BALDWIN TECHNOLOGY COMPANY, INC.; BALDWIN GERMANY
HOLDING GMBH, a German company; BALDWIN GERMANY GMBH, a German
company; BALDWIN OXY-DRY GMBH formerly known as OXY-DRY MASCHINEN
GMBH, a German company, as Borrowers under the Facility, are in
breach of:

   (i) the financial covenant with respect to the requirement to
       not permit EBITDA to be less than $12,000,000 for the
       Computation Period ending March 31, 2009; and

  (ii) the Credit Agreement with respect to the requirement to
       maintain a Total Debt to EBITDA Ratio of not less than
       3.50 to 1.0 as of the last day of the Computation Period
       ending March 31, 2009.

The Lenders agree not to impose during the Limited Waiver Period
the additional 2% default rate.

The Borrowers and the other Credit Parties acknowledge and agree
that the unpaid principal of, and accrued and unpaid interest
under, each of the Loans as of March 31, 2009, are:

     (a) Parent Revolving Loans borrowed in Dollars: unpaid
principal of $12,100,000 and accrued and unpaid interest of
$16,376.43 is owed by the Parent.

     (b) Parent Revolving Loans borrowed in Euros: unpaid
principal of EUR0 and accrued and unpaid interest of EUR0 is owed
by the Parent.

     (c) German Revolving Loans borrowed by BGG in Dollars: unpaid
principal of $0 and accrued and unpaid interest of $0 is owed by
BGG.

     (d) German Revolving Loans borrowed by BGG in Euros: unpaid
principal of EUR1,000,000 and accrued and unpaid interest of
EUR747.93 is owed by BGG.

     (e) German Revolving Loans borrowed by Oxy-Dry GmbH in
Dollars: unpaid principal of $0 and accrued and unpaid interest of
$0 is owed by Oxy-Dry GmbH.

     (f) German Revolving Loans borrowed by Oxy-Dry GmbH in Euros:
unpaid principal of EUR0 and accrued and unpaid interest of EUR0
is owed by Oxy-Dry GmbH.

     (g) Term Loans: unpaid principal of EUR7,945,735.98 and
accrued and unpaid interest of EUR5,942.88 is owed by Newco.

     (h) Parent Letters of Credit issued in Dollars: the portion
of the Parent Stated Amount with respect to such Letters of Credit
is $382,916.00.

     (i) Parent Letters of Credit issued in Swedish Krona: the
portion of the Parent Stated Amount with respect to such Letters
of Credit is 5,000,000 Swedish Krona.

     (j) Parent Letters of Credit issued in Euros: the portion of
the Parent Stated Amount with respect to such Letters of Credit is
EUR0.

A full-text copy of the Waiver Agreement is available at no charge
at http://ResearchArchives.com/t/s?3b7e

Baldwin Technology Company, Inc. -- http://www.baldwintech.com/--
is an international supplier of process automation equipment for
the printing and publishing industries.  Baldwin offers its
customers a broad range of market-leading technologies, products
and systems that enhance the quality of printed products and
improve the economic and environmental efficiency of printing
presses.  Headquartered in Shelton, Connecticut, the company has
operations strategically located in the major print markets and
distributes its products via a global sales and service
infrastructure.  Baldwin's technology and products include
cleaning systems, fluid management and ink control systems, web
press protection systems and drying systems and the related
consumables.


BANK OF AMERICA: Alan Hartman Leaves Merrill Lynch for Centerview
-----------------------------------------------------------------
Dennis K. Berman at The Wall Street Journal reports that Bank of
America Merrill Lynch's Alan Hartman will leave the Company to
join boutique investment bank Centerview Partners.

According to WSJ, Mr. Hartman is Bank of America's chief of
mergers and acquisitions for the Americas.  WSJ relates that
senior Merrill Lynch health-care bankers, Richard Girling and Mark
Robinson, will also join Mr. Hartman at Centerview.

WSJ states that Messrs. Girling, Hartman and Robinson have been
involved in some health-care-related transactions, including:

    -- Pfizer Inc.'s $68 billion pending acquisition of Wyeth,
    -- Boston Scientific's $25 billion acquisition of Guidant, and
    -- Sanofi-Synthelabo's $63 billion acquisition of Aventis to
       form Sanofi-Aventis SA.

                          Bank of America

Based in Charlotte, North Carolina, Bank of America --
http://www.bankofamerica.com/-- is one of the world's largest
financial institutions, serving individual consumers, small and
middle market businesses and large corporations with a full range
of banking, investing, asset management and other financial and
risk-management products and services.  The company serves more
than 59 million consumer and small business relationships with
more than 6,100 retail banking offices, nearly 18,700 ATMs and
online banking with nearly 29 million active users.  Following the
acquisition of Merrill Lynch on January 1, 2009, Bank of America
is among the world's leading wealth management companies and is a
global leader in corporate and investment banking and trading
across a broad range of asset classes serving corporations,
governments, institutions and individuals around the world.  Bank
of America offers support to more than 4 million small business
owners.  The company serves clients in more than 150 countries.
Bank of America Corporation stock is a component of the Dow Jones
Industrial Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth
management, capital markets and advisory companies with offices in
40 countries and territories.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.  Merrill Lynch's operations are organized into two
business segments: Global Markets and Investment Banking (GMI) and
Global Wealth Management (GWM).

As reported by the Troubled Company Reporter on March 27, 2009,
Moody's Investors Service lowered the senior debt rating of Bank
of America Corporation to A2 from A1, the senior subordinated debt
rating to A3 from A2, and the junior subordinated debt rating to
Baa3 from A2.  The preferred stock rating was downgraded to B3
from Baa1.  The holding company's short-term rating was affirmed
at Prime-1.


BETHANY ROLLING: Seeks More Time to File Schedules and Statements
-----------------------------------------------------------------
Bethany Rolling Hills LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California to extend
the period to file their schedules of assets and liabilities, and
statement of financial affairs for 30 days.

The Debtors tell the Court that the 15-day automatic extension of
time to file their schedules and statements will not be sufficient
to allow them to complete the requirements.

The Debtors explained that secured creditor Five Mile Capital II
SPEC LLC has filed a request to dismiss the Chapter 11 cases.  The
proposal is scheduled for hearing on April 21.  The Debtors said
that they have diverted their time and resources to respond to the
motion.

Based in Lodi, California, Bethany Rolling Hills LLC filed for
Chapter 11 protection on March 27, 2009 (Bankr. C.D. Calif. Lead
Case No. 09-12937).  Four affiliates more also sought protection
on April 1, 2009.  Evan D. Smiley, Esq., Weiland, Golden, Smiley,
et al., represents the Debtors.  When the Debtors filed for
protection from their creditors, they listed assets between
$10 million and $50 million, and debts between $100 million and
$500 million.


BIG 10 TIRES: Wants More Time to File Schedules and Statements
--------------------------------------------------------------
Big 10 Tire Stores Inc. and its debtor-affiliates ask the Hon.
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to extend by 30 days their deadline to submit
schedules of assets and liabilities, and statements of financial
affairs.

The Debtors won't be able to submit those documents by the initial
deadline because they have limited employees to perform the
necessary internal review of their business and affairs.

Headquartered in Mobile, Alabama, Big 10 Tires Stores Inc. --
http://www.big10tires.com/-- offers an array of tire products
consists of performance, light truck and sport utility and all-
season touring tires in Alabama, Georgia and Florida.  The Company
and three of its affiliates sought bankruptcy 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.  When the Debtors filed for
ankruptcy, they listed assets and debts between $10 million and
$50 million.


BSC DEVELOPMENT: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: BSC Development BUF LLC
                aka BSC Tower, LLC
                107 Delaware Avenue, Suite 780
                Buffalo, NY 14202

Case Number: 09-11550

Involuntary Petition Date: April 13, 2009

Court: Western District of New York (Buffalo)

Petitioner's Counsel: Garry M. Graber, Esq.
                      ggraber@hodgsonruss.com
                      Hodgson, Russ
                      The Guaranty Building, Suite 100
                      140 Pearl Street
                      Buffalo, NY 14202-4040
                      Tel: (716) 856-4000

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Contract Specialists                                $15,568
International, Inc.
Statler Towers
107 Delaware, Suite 1380
Buffalo, NY 14202

Firstsource Manufacturing, Inc.                     $400
799 N. French Road
Buffalo, NY 14228

Parklane Catering LLC                               $500
107 Delaware Avenue, Suite 2
Buffalo, NY 14202


BUILDING MATERIALS: Can Borrow Under $20MM Facility Through June 1
------------------------------------------------------------------
Building Materials Holding Corporation has obtained a revised
waiver from its lenders that authorizes the Company to borrow up
to $20 million through June 1, 2009.

Robert E. Mellor, Chairman and Chief Executive Officer, said, "We
are in discussions with our lenders and appreciate their support.
The focus of our discussions is on how to create the best capital
structure to move the business forward and support our long-term
strategic plan and business objectives.  As these negotiations
continue, we believe our ability to borrow up to $20 million under
our revolver through June 1 should provide us with sufficient
liquidity to continue to meet our ongoing business obligations to
customers, suppliers and employees as we have always done. Our
team remains as committed as ever to serving our customers with
the same high quality materials and services they have come to
expect from BMHC."

BMHC's credit agreement provides a $200 million revolver subject
to borrowing base limitations and a $340 million term note
maturing in November 2011. As of April 13, 2009, there were $8.3
million in borrowings outstanding under the revolver and
approximately $315 million outstanding under the term note.

BMHC's credit agreement requires monthly compliance with financial
covenants including minimum liquidity and adjusted earnings before
interest, taxes, depreciation and amortization (monthly Adjusted
EBITDA) at least through 2010.  Based on financial information for
February 2009, the Company was not in compliance with the monthly
Adjusted EBITDA requirement of its credit agreement.  In March
2009, BMHC obtained a temporary waiver through April 15, 2009, for
lack of compliance with this requirement.  This waiver has now
been extended through June 1.

In addition, the lenders have agreed to waive a potential default
that would otherwise arise under the current credit agreement if,
as expected, BMHC's independent registered public accounting firm
includes a going concern explanatory paragraph in their opinion as
to the Company's financial statements for the year ended December
31, 2008.  The waiver also requires BMHC to proceed with filing of
tax returns, development of a business plan and includes a $0.5
million limitation on capital expenditures.

BMHC filed its financial statements for the fourth quarter and
full year 2008 on Form 10-K on April 15 with the Securities and
Exchange Commission.

BMHC also said it has filed its 2008 federal tax return that seeks
a refund of approximately $56 million.  Any refund obtained will
be used by the Company to pay down existing obligations and will
help de-lever its capital structure.

Based in Boise, Idaho, Building Materials Holding Corporation
(BLGM) -- http://www.bmhc.com/-- is one of the largest providers
of building materials and residential construction services in the
United States.  The company serves the homebuilding industry
through two recognized brands: as BMC West, the company
distributes building materials and manufacture building components
for professional builders and contractors in the western and
southern states; as SelectBuild, it provides construction services
to high-volume production homebuilders in key markets across the
country.


CHARTER COMMUNICATIONS: Wins Approval to Pay Trade Creditors
------------------------------------------------------------
Charter Communications, Inc., and its debtor subsidiaries and
affiliates received authorization from the United States
Bankruptcy Court for the Southern District of New York to pay in
the normal course trade creditor balances that were incurred prior
to the Company's chapter 11 filing on March 27, 2009.  As a debtor
in possession, the Company is authorized to transact business in
the ordinary course of business and, as such, has been paying its
trade creditors in full for balances incurred after the Petition
Date in the normal course.

Charter also received final approval from the Court for all of its
first-day motions for which it had been granted interim approval,
including, among other things, continuing employee wage and
benefits programs, paying fees to its Local Franchise Authorities
incurred before and after the filing in full and in the normal
course and utilizing its cash on hand and cash flows from
operating activities to continue to fund its projected cash needs
as it proceeds with its financial restructuring.  Charter
previously received final Court approval to honor current customer
programs without interruption.

"We are pleased that the Court has granted these authorizations so
that we can continue moving forward as planned," said Neil Smit,
President and Chief Executive Officer. "As always, we remain
committed to providing our customers with quality cable, Internet
and phone service and we look forward to completing our financial
restructuring as soon as practicable and emerging as a stronger
company."

On March 27, 2009, Charter filed its Pre-Arranged Plan and Chapter
11 petitions in the United States Bankruptcy Court for the
Southern District of New York in order to implement a financial
restructuring, which, upon approval, would reduce the Company's
debt by approximately $8 billion.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- 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)


CHRYSLER LLC: 3 Firms Join Lenders Committee; Fiat Merger Likely
----------------------------------------------------------------
Jeff Bennett at Dow Jones Newswires reports that Oppenheimer
Funds, Perella Weinberg Partners, and Stairway Capital have joined
Chrysler LLC's secured lenders committee.

The senior secured lender's steering committee said in a
statement, "They further demonstrate the diversity of the lending
group, which represents thousands of individual investors, public
pension funds, endowments and other Main Street investors.
Together, we are focused on providing a thoughtful response to the
initial proposal."

There was a perception that the future of Chrysler's debt was tied
only to big banks, Dow Jones relates, citing a person familiar
with the matter.  According to Dow Jones, the committee had been
limited to JP Morgan Chase, Goldman Sachs, Morgan Stanley,
Citigroup, and Elliott Management.

           Fiat Sees Chrysler Merger Deal by April 30

Dow Jones reports that Fiat SpA Chief Executive Sergio Marchionne
said on Wednesday that he doesn't see any hindrance to closing a
merger deal with Chrysler by an April 30 deadline that the
government gave to the Company.

Citing a person familiar with the matter, Dow Jones states that
Mr. Marchionne is likely to seek broad authority over Chrysler's
operations either as chief executive or in some other capacity if
a final merger deal is reached.  According to Dow Jones, a source
said that Mr. Marchionne wants to put Chrysler and Fiat under a
single management structure to cut costs and achieve greater
economies of scale when negotiating with suppliers.  Stacy
Meichtry at The Wall Street Journal relates that cutting pay on
the factory floor is a key part of Mr. Marchionne's plans to
aggressively revamp Chrysler.

According to WSJ, Chrysler spokesperson Shawn Morgan said that the
Company "will not comment on the speculation.  Chrysler has no
management changes to announce.  The job of Chrysler's current
management team is to get the company on a solid foundation moving
forward."

Mr. Marchionne believes that putting Chrysler under bankruptcy
protection and liquidating its assets is not the best way to
proceed, saying that the best solution would be to resolve the
problem with the U.S. Treasury's help, Dow Jones reports.
"There's a lot to resolve.  The situation with the Canadian and
American unions has not reached the point where there are the
conditions necessary to form a solid industrial base," WSJ quoted
Mr. Marchionne as saying.  Fiat could walk away if U.S. and
Canadian unions don't agree to significant pay cuts at Chrysler,
WSJ says, citing Mr. Marchionne.

WSJ relates that negotiations between Chrysler and Fiat have been
hampered in recent days by a standoff between the U.S. government
and the Company's main creditors.  WSJ says that while the
government wants banks and investors who control Chrysler's debt
to give up about 85% of almost $7 billion they are owed, the
creditors believe that they can get most of their money back if
Chrysler is forced to file for bankruptcy and liquidate.

                         About Chrysler LLC

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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


CHRYSLER LLC: Workers May Forgo $7.1BB in Retirement Benefits
-------------------------------------------------------------
Bloomberg News reports that current and future Chrysler LLC
retirees would forgo $7.1 billion in benefits, if the Pension
Benefit Guaranty Corp. take over the automaker's pension plans.

A company has an option of terminating its pension plans after it
files for bankruptcy.  Chrysler has been given a short deadline by
President Obama to complete its alliance with European carmaker
Fiat.  If it is unable to do so, it won't likely receive more aid
from the U.S. government and might be forced to file for
bankruptcy.

PBGC spokesperson Jeffrey Speicher said that Chrysler's plan,
which has 250,000 members, is underfunded by $9.3 billion, and
PBGC would cover $2.2 billion.  The agency already had an
$11.2 billion deficit itself as of December 31, 2008, Bloomberg
states.  The report says that the maximum amount that PBGC can pay
retirees 65 or older is $54,000 per year.  The retirees, according
to the report, would lose anything they get over that amount.

        Delays in Bondholder Deal to Hamper Fiat Merger

Sharon Silke Carty at USA Today reports that Chrysler is
struggling to shed a majority of its debt by getting the holders
to take shares in trade.  Failure to do so by May 1 would block
the Company's merger with Fiat SpA, USA Today says.

According to USA Today, the government said that if Chrysler fails
to reach an agreement with Fiat before next month, it won't get
any bailout money, driving the Company into bankruptcy.  Standard
& Poor's said last week that it doesn't believe Chrysler would
survive bankruptcy.  "We believe that if the Company filed for
Chapter 11 bankruptcy protection, many of its assets and
operations would be sold in discrete transactions over time, while
other segments may be closed," USA Today quoted Standard & Poor's
recovery analyst Greg Maddock as saying.

                        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.


CREEKSTONE TAMIAMI: To Conduct Sale of Collateral on April 23
-------------------------------------------------------------
Fox X, LP will conduct a public sale of all right, title, and
interest of Creekstone Tamiami West Holdings, LLC (Borrower) in
Creekstone Tamiami West, LLC, pledged to it by the Borrower as
collateral for a Promissory Note for $4,764,000, on April 23,
2009, 2:00 p.m., at the law offices of Joyce, McFarland +
McFarland LLP, 910 Louisiana Street, Suite 5000, Houston, Harris
County, Texas.

Creekstone Tamiami West, LLC, a Texas Partnership, is a special
purpose entity that owns a commercial property known as the
Tamiami West Shoppes, located at 14270 SW 8th Street, Miami,
Miami-Date County, Florida.

For more information concerning the public sale, please contact
Sean O'Brien at (707) 812-4067.


DIELECTRIC SOLUTIONS: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Dielectric Solutions, LLC
                1655 Orr Avenue
                Kittanning, PA 16201

Case Number: 09-22473

Type of Business: The Debtor develops glass-fiber fabric for
                  electronics products.

                  See http://dielectricsolutions.com/

Involuntary Petition Date: April 7, 2009

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Petitioner's Counsel: Robert O. Lampl, Esq.
                      rol@lampllaw.com
                      960 Penn Avenue, Suite 1200
                      Pittsburgh, PA 15222
                      Tel: (412) 392-0330
                      Fax: (412) 392-0335

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Howard A. Kadar                wages and loans      $167,506
192 Devonwood Drive
Pittsburgh, PA 15241

John J. Kuhn                   wages and loans      $63,477
665 East Portersville Rd.
Portersville, PA 16051

Kenneth D. Beer                wages and loans      $43,698
R.R. #2
Box 210A
Vandergrift, PA 15690


DIELECTRIC SOLUTIONS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Mitch Fryer at Leader Times.com reports that Dielectric Solutions
has filed for Chapter 11 bankruptcy protection.

According to Leader Times.com, Dielectric Solutions officials said
that the management sent the Company to the bankruptcy court in
order to protect its technology and preserve future business
opportunities.  Citing the officials, the report states that the
bankruptcy filing is intended to have Dielectric Solutions obtain
court protection from customer and investor Isovolta AG for a
breach of contract.  The report quoted Dielectric Solutions
marketing vice president Ken Beer as saying, "We're seeking
protection against further hostile and predatory actions taken by
Isovolta against Dielectric Solutions."

Leader Times.com states that Isovolta, through Isofab, became an
investor in Dielectric Solutions in 2006.  Dielectric Solutions
officials said that Isovolta told them that they would help
develop the Company's technology and markets, according to the
report.  "That commitment wasn't kept," the report quoted Mr. Beer
as saying.

Leader Times.com relates that Dielectric Solutions sued Isovolta
AG of Austria and its U.S. subsidiary, Isofab, Inc, as well as two
of those firms' officers in November 2008.  According to Leader
Times.com, Dielectric Solutions claimed that Isovolta attempted to
monopolize the worldwide market by infringing on the Company's
patented flat fiberglass fabric.  Leader Times.com, citing
Dielectric Solutions, says that Isovolta knowingly filed a
fraudulent patent based on information disclosed to them and
threatened to file a lawsuit based on the fraudulent patent
applications to prevent competitors from buying the Company's
products.

Dielectric Solutions officials, according to Leader Times.com,
said that while under bankruptcy protection, they will continue
their complaint against Isovolta.  "We intend to emerge as an
independent supplier to the electrical insulation, printed circuit
board and composites industries," the report quoted Dielectric
Solutions officials as saying.

Leader Times.com states that Dielectric Solutions laid off some of
its employees in March due to economic conditions affecting
manufacturing companies.  According to the report, Mr. Beer said,
"It's not a shutdown.  It's not our intention to do anything but
grow our business."

Dielectric Solutions operates in the former 5 Rubber Plant
building in the north end of Kittanning.  The Company specializes
in light-weight glass-fiber fabric, a key component of many
advanced high-speed electronic products and with applications in
various high-tech industries.


DISTRIBUTED ENERGY: Plan Filing Period Extended to May 1
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Distributed Energy Systems Corp. and NPS Liquidating,
Inc.'s exclusive period to propose a Chapter 11 plan through and
including May 1, 2009, and the corresponding period to solicit
acceptances of that plan until June 30.

As reported in the TCR on February 25, 2009, the Debtors sought
the conversion of their bankruptcy cases to Chapter 7, citing,
among other things, (i) they have liquidated all of their assets,
have no ongoing business operations, (ii) they have no authority
to use cash collateral and (iii) absent a resolution of the
disputes between the official committee of unsecured creditors and
Perseus Partners VII, L.P., their pre- and post-petition lender,
they may already be administratively insolvent.

In its motion, the Debtors told the Court that unless a settlement
on the disputes between the Committee and Perseus is reached, and
in the event that their motion to convert is not granted, neither
the Debtors, nor any other party can properly formulate a plan.

For these reasons, the Debtors said that the requested extensions
are justified.

                     About Distributed Energy

Distributed Energy Systems Corp. and its wholly owned subsidiary,
Northern Power Systems Inc., now known as NPS Liquidating Inc.
filed for Chapter 11 bankruptcy protection on May 4, 2008 (Bankr.
D. Del. Lead Case No. 08-11101).  Robert S. Brady, Esq., Edward J.
Kosmowski, Esq., and Robert F. Poppiti, Jr., at Young, Conaway,
Stargatt & Taylor LLP represent the Debtors in their restructuring
efforts.  The Debtors selected Epiq Systems as their claims agent.
The U.S. Trustee for Region 3 appointed three creditors to serve
on an Official Committee of Unsecured Creditors.  Schuyler G.
Carroll, Esq., Robert M. Hirsh, Esq., and Karen McKinley, Esq., at
Arent Fox LLP, in New York, and John V. Fiorella, Esq., Charles C.
Brown, III, Esq., and "J" Jackson Shrum, Esq., at Archer &
Greiner, P.C., in Wilmington, Delaware, represent the Committee.
The Debtors disclosed in their schedules, assets of $19,593,387
and debts of $43,558,713.


EVERGREEN GAMING: Voluntary Chapter 15 Case Summary
---------------------------------------------------
Chapter 15 Petitioner: Deloitte & Touche Inc.
                       c/o Jervis Rodrigues
                       #2800-1055 Dunsmuir Street
                       P.O. Box 49279
                       Vancouver, BC V7X 1P4
                       Canada
                       Tel: (604) 640-3156

Chapter 15 Debtor: Evergreen Gaming Corporation
                   #280 11331 Coppersmith Way
                   Richmond, BC V7A 5J9
                   CANADA

Chapter 15 Case No.: 09-13567

Debtor-affiliates filing subject to Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
Washington Gaming, Inc.                            09-13568
Big Nevada, Inc.                                   09-13569
Little Nevada II, Inc.                             09-13570
Little Nevada III, Inc.                            09-13572
Silver Dollar Mill Creek, Inc.                     09-13573
Golden Nugget Tukwila, Inc.                        09-13574
Shoreline Gaming, Inc.                             09-13576
Little Nevada, Inc.                                09-13577
Snohomish Gaming, Inc.                             09-13578
Hollydrift Gaming, Inc.                            09-13579
Royal Casino Holdings, Inc.                        09-13580
Gameco, Inc.                                       09-13581
Gaming Management, Inc.                            09-13583
Gaming Consultants, Inc.                           09-13584
Shoreline Holdings, Inc.                           09-13585
Mill Creek Gaming, Inc.                            09-13586

Type of Business: The Debtors own and operate 10 casinos in
                  Washington State and a 100,000 square-foot
                  casino in Calgary, Alberta.

                  See http://www.evergreengaming.com/

Chapter 15 Petition Date: April 15, 2009

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Chapter 15 Petitioner's Counsel: Bruce G. MacIntyre, Esq.
                                 macib@perkinscoie.com
                                 Perkins Coie LLP
                                 1201 3rd Avenue, Ste. 4000
                                 Seattle, WA 98101-3099
                                 Tel: (206) 583-8888

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million


FANNIE MAE: Steps Up Foreclosures on Delinquent Homeowners
----------------------------------------------------------
Ruth Simon at The Wall Street Journal reports that while some
mortgage firms stopped foreclosing on borrowers, Fannie Mae --
along with Freddie Mac, J.P. Morgan Chase & Co., and Wells Fargo &
Co. -- said that it is stepping up foreclosures on delinquent
homeowners, lifting internal moratoriums that temporarily stopped
foreclosures.

WSJ relates that Fannie Mae and Freddie Mac have stepped up sales
of foreclosed properties since their moratoriums ended on
March 31.  Citing Keefe, Bruyette & Woods analyst Frederick
Cannon, WSJ states that the expiration of foreclosure moratoriums
could put a dent in bank profits.  Mr. Cannon, according to WSJ,
said that the moratoriums "have to some degree postponed the
realization of problems" and "may help bank earnings in the first
quarter" by delaying charge-offs of some troubled loans.

Freddie Mac said that it has started to complete some foreclosure
sales, including those involving investment properties or second
homes, WSJ states.  The report says that Freddie Mac continues to
delay foreclosures on loans that may be eligible for modification
under the government's housing-rescue plan.

According to WSJ, the government's housing-rescue plan provides
incentives for mortgage firms and investors to cut borrowers'
payments to affordable levels.  Some mortgage firms had
temporarily stopped foreclosures while they set up their own
programs, WSJ states.  The firms, says the report, have started to
determine which troubled borrowers are candidates for help, and to
move the rest through the foreclosure process.  According to the
report, the resulting increase in the supply of foreclosed homes
could further reduce home prices and put additional pressure on
bank earnings as troubled loans are written off.

"A foreclosure sale may not occur on a Fannie Mae loan until the
loan servicer verifies that the borrower is ineligible" for a loan
modification under the government's housing-rescue plan, "and all
other foreclosure prevention alternatives have been exhausted,"
WSJ quoted a Fannie Mae spokesperson as saying.

According to WSJ, American Home Mortgage Servicing Inc. executive
vice president Jim Davis said, "At the time a moratorium expires,
we have a team of folks who will pore through all of those loans
where borrowers have not paid before we will take the next step in
the process.  If there is any borrower contact, we will hold off
on the foreclosure process until we've exhausted every effort to
assist that borrower."

WSJ notes that some borrowers who are in talks with their mortgage
companies are likely to wind up in foreclosure once their files
are reviewed.  WSJ quoted Iowa Mediation Service director Michael
Thompson as saying, "We are getting so many of these cases where
people don't fit the new [Obama] program."  Iowa Mediation works
with troubled borrowers, says the report.

WSJ states that many troubled loans will wind up in foreclosure
because the borrower doesn't have sufficient income to make even a
reduced mortgage payment, or doesn't respond to the mortgage
company's requests for information.

                         About Fannie Mae

The Federal National Mortgage Association -- (FNMA) (NYSE: FNM) --
commonly known as Fannie Mae, is a shareholder-owned U.S.
government-sponsored enterprise.  Fannie Mae has a federal charter
and operates in America's secondary mortgage market, providing
mortgage bankers and other lenders funds to lend to home buyers at
low rates.

Fannie Mae was created in 1938, under President Franklin D.
Roosevelt, at a time when millions of families could not become
homeowners, or risked losing their homes, for lack of a consistent
supply of mortgage funds across America.  The government
established Fannie Mae to expand the flow of mortgage funds in all
communities, at all times, under all economic conditions, and to
help lower the costs to buy a home.

In 1968, Fannie Mae was re-chartered by the U.S. Congress as a
shareholder-owned company, funded solely with private capital
raised from investors on Wall Street and around the world.

Fannie Mae is the U.S. largest mortgage buyer, according to The
New York Times.

                          Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FLUID ROUTING: Can Obtain Up To $8 Million Interim Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Fluid Routing Solutions, Inc., et al., permission, on an interim
basis, to obtain up to $8,000,000 in customer financing from the
Customer Group, to fund the day-to-day operations of the Debtors
and working capital requirements of the Fluid Business.

The Customer Group collectively refers to General Motors
Corporation, Chrysler LLC, Chrysler Canada Inc., and Ford Motor
Corporation.  The Customer Group has agreed, through their
designated administrative agent BBK, Ltd., to fund the day-to-day
operations and working capital requirements of the Fluid Business.

As security for the obligations under the Customer Interim
Financing, the Customer Group is granted a first and senior
security interest on the Customer First Lien Assets and a second
lien on all Customer Second Lien Assets, subject to a Carve-Out
for certain administrative claims.  The Customer's Group's lien in
the Customer First Lien Assets shall be junior and subordinate to
the liens of Sun FR.

The Customer Group's obligation to fund the Customer Interim
Financing will expire on the earlier of (i) the closing of a sale
of assets of the Fluids Business; and (ii) the completion of
resourcing by the Customer Group.

The Customer Interim Financing will be due and payable on the
earliest of: (a) July 31, 2009; (b) the occurrence of an Event of
Default; (c) the closing of a sale of all or substantially all of
the Fluids Business; or (d) the effective date of any confirmed
plan of reorganization for the Debtors.

The Customer Financing will bear interest at the rate of 15% p.a.

In exchange for providing the financing, the Customer Group has
requested certain accommodations from the Debtors and Sun Fluid
Routing Finance which are set forth in the Interim Agreement,
dated as of March 31, 2009.

The Debtors relate that on March 27, in conjunction with the
approval and closing of the sale of the Fuel Business, the Sun FR
DIP facility expired.  At the same time, Sun FR swept all cash of
the Debtors and informed the Debtors that all amounts received by
them representing payment of the accounts should be paid to Sun
FR.  On March 30, 2009, the Debtors shut down the operations of
the Fluids Business due to inadequate financing.

On March 27, 2009, the sale of the Fuel Business to FRS Holding
Corp. closed.  On March 30, 2009, the Debtors shut down the
operations of the Fluids Business due to inadequate financing.

A copy of the budget is available for free at:

         http://bankrupt.com/misc/FluidRouting.Budget.pdf

A copy of the Interim Agreement is available at:

          http://bankrupt.com/misc/FluidRouting.IFA.pdf

                     About Fluid Routing

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com/-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The company's Detroit
facility closed in 2008.  The company had 1,039 employees before
it filed for bankruptcy.

Fluid Routing Solutions, Inc., and three affiliates filed for
Chapter 11 on Feb. 6, 2009 (Bank. D. Del. Lead Case No. 09-10384).
Judge Christopher Sonchi handles the case.

Neil E. Herman, Esq., Kimberly A. Taylor, Esq., Oksana Lashko,
Esq., Kizzy L. Rosenblatt, Esq., Alexis L. Allen, Esq., Rachel
Jaffe Mauceri, Esq., and Luaren Hofmann, Esq., at Morgan Lewis &
Bockuis LLP, represent the Debtors as counsel.  Michael R. Nestor,
Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor LLP, represent the Debtors as Delaware counsel.   Mesirow
Financial Interim Management, LLC, is the Debtors' restructuring
advisors.  In its bankruptcy petition, Fluid Routing listed assets
of $10 million to $50 million and debts of $50 million to
$100 million.


FLUID ROUTING: Wants To Sell Fluid Assets to YH America
-------------------------------------------------------
Fluid Routing Solutions Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the sale of
certain assets associated with the Debtors' manufacture of fluid
handling systems products to YH America, Inc., subject to
competitive bidding.

The proposed purchase price for the Fluid Assets to YH America has
not yet been determined, but the Debtors anticipate that the
purchase price will fall within the range of $1 million to
$1.5 million.  A copy of the Asset Purchase Agreement will be
submitted to the Court by April 24.

The Debtors have proposed an April 27 deadline for the submission
of competing bids.  If a competing bid is received by the
competing bid deadline, the Debtors will conduct an auction on
April 28, 2009, at 10:00 a.m. at the offices of Young Conaway
Stargatt & Taylor, LLP, 1000 West Street, 175h Floor, Wilmington,
Delaware 19899.  If an auction is held, the Debtors will file a
notice of auction with the Court, and serve a notice upon all
parties-in-interest.

The Debtors will have no obligation to accept or submit for Court
approval any competing bid presented at the auction.

As reported in the Troubled Company Reporter on April 1, 2009, the
Court approved the sale of the Debtors' hose extrusion and fuel
assembly service business to FRS Holding Corp., an affiliate of
Sun Capital Partners Inc., Fluid Routing's owner.  The sale to FRS
Holding Corp. closed on March 27.

                     About Fluid Routing

Headquartered in Rochester Hills, Michigan, Fluid Routing
Solutions Inc. -- http://www.markivauto.com/-- makes automobile
parts and accessories.  The company has manufacturing facilities
located in Lexington, Tennessee; Big Rapids, Michigan; Oscala,
Florida; and Easley, South Carolina.  The company's Detroit
facility closed in 2008.  The company had 1,039 employees before
it filed for bankruptcy.

Fluid Routing Solutions, Inc., and three affiliates filed for
Chapter 11 on Feb. 6, 2009 (Bank. D. Del. Lead Case No. 09-10384).
Judge Christopher Sonchi handles the case.

Neil E. Herman, Esq., Kimberly A. Taylor, Esq., Oksana Lashko,
Esq., Kizzy L. Rosenblatt, Esq., Alexis L. Allen, Esq., Rachel
Jaffe Mauceri, Esq., and Luaren Hofmann, Esq., at Morgan Lewis &
Bockuis LLP, represent the Debtors as counsel.  Michael R. Nestor,
Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor LLP, represent the Debtors as Delaware counsel.   Mesirow
Financial Interim Management, LLC, is the Debtors' restructuring
advisors.  In its bankruptcy petition, Fluid Routing listed assets
of $10 million to $50 million and debts of
$50 million to $100 million.


FLYING J: Proposes Bonuses for Going Concern Sale of Longhorn Biz.
------------------------------------------------------------------
Flying J Inc. and its affiliates ask the U.S. Bankruptcy Court for
the District of Delaware for authority to implement an Asset Sale
Incentive Program in connection with the sale of substantially all
of the assets of Longhorn Pipeline Holdings, LLC.

The Debtors relate that the best means by which they can bolster
liquidity and preserve the value of their estates is to facilitate
a going-concern sale of the Longhorn Business.

Each eligible participant's incentive compensation consists of a
percentage of his or her annual base salary upon a successful
close of a sale transaction at an aggregate transaction value
greater than $225 million.

The Debtors tell the Court that they have selected 14 key
employees who are eligible for incentive compensation in the form
of cash awards, based on each eligible employee's key role in
bringing about a successful execution of the going-concern sale of
the Longhorn Business.

Additionally, four key eligible participants which the Debtors
have determined to be critical to the successful completion of a
sale transaction, will also be eligible for additional
compensation for achieving a sale price for the Longhorn Business
in excess of a certain sale price target.

The Debtors have requested the Court for authority to file under
seal certain portions of its motion which contain sensitive
commercial information regarding (a) the total amount of
consideration that the Debtors could potentially receive in an
asset sale; (b) the various incentives and incentive thresholds
for the eligible participant related to increases in the
consideration received in the asset sale, and (c) the individual
compensation of the eligible participants.

The Debtors propose that the amounts payable under the Asset Sale
Incentive Progam be granted administrative priority status under
Section 503(b) of the Bankruptcy Code.

A copy of the Debtors' asset bonus program motion is available at:

     http://bankrupt.com/misc/FlyingJ.BonusPaymentProgram.pdf

                          About Flying J

Headquartered in Ogden, Utah, Flying J Inc. --
http://www.flyingj.com-- operates an oil company with operations
in the field of exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on Dec. 22, 2008 (Bankr. D. Del. Lead
Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP represent
the Debtors as counsel.  Young, Conaway, Stargatt & Taylor
LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FLYING J: Seeks First Amendment to Merrill Lynch Credit Facility
----------------------------------------------------------------
Flying J Inc. and affiliate Longhorn Pipeline, Inc. ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
enter into a first amendment to its debtor-in-possession financing
agreement.

Pursuant to the financing agreement, Merrill Lynch Commodities,
Inc., agreed to grant the Debtors access to a $10 million
revolving credit facility postpetition.  By its original terms,
the credit facility was to expire April 15, 2009.

Pursuant to the amendment, Merrill Lynch has agreed to provide an
increased lending commitment to a maximum aggregate principal
amount not to exceed $11.5 million, at a modified rate of LIBOR +
700 (with a floor of 3%).  In addition, Merrill Lynch has agreed
to extend the DIP facility's maturity date through rolling 30-day
extensions, subject to approval of both the LPI DIP Debtors and
Merrill Lynch, each in its respective sole discretion.

The Debtors request that the Court set a hearing on the Amendment
for May 7, 2009, at 2:00 p.m. Eastern Time, and set April 30, at
4:00 p.m. Eastern, as the deadline for parties to file objections.

A summary of the significant terms of the First Amendment is
available at http://bankrupt.com/misc/FlyingJ.MLDIPFinancing.pdf

The Debtors tell the Court that the amendment allows them to
continue to access loans during the process of selling their 700-
mile common pipeline.

The pipeline extends from the Gulf Coast near Houston to El Paso,
Texas.

                          About Flying J

Headquartered in Ogden, Utah, Flying J Inc. --
http://www.flyingj.com-- operates an oil company with operations
in the field of exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on Dec. 22, 2008 (Bankr. D. Del. Lead
Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP represent
the Debtors as counsel.  Young, Conaway, Stargatt & Taylor
LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  In its formal schedules submitted to
the Bankruptcy Court, Flying J listed assets of $1,433,724,226 and
debts of $640,958,656.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FLYING J: Files Schedules of Assets and Liabilities
---------------------------------------------------
Flying J Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------         --------------     ------------
  A. Real Property               $27,156,234
  B. Personal Property        $1,406,567,992
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $24,631,395
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $60,143,994
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $556,183,267
                               --------------     ------------
TOTAL                          $1,433,724,226     $640,958,656

A copy of Flying J Inc.'s schedule of assets and liabilities is
available at http://bankrupt.com/misc/FlyingJ.Schedules.pdf

                          About Flying J

Headquartered in Ogden, Utah, Flying J Inc. --
http://www.flyingj.com-- operates an oil company with operations
in the field of exploration and refining of petroleum products.
It also operates about 200 travel plazas in 41 states and six
Canadian provinces.  The Company and six of its affiliates filed
for Chapter 11 protection on Dec. 22, 2008 (Bankr. D. Del. Lead
Case No. 08-13384).  Attorneys at Kirkland & Ellis LLP represent
the Debtors as counsel.  Young, Conaway, Stargatt & Taylor
LLP is the Debtors' Delaware Counsel.  Blackstone Advisory
Services L.P. is the Debtors' investment banker and financial
advisor.  Epiq Bankruptcy Solutions LLC is the Debtors' notice,
claims and balloting agent.  When the Debtors filed for protection
from its creditors, they listed assets more than $1 billion and
debts between $100 million to $500 million.

An official committee of unsecured creditors has been appointed in
the case.  Pachulski Stang Ziehl & Jones LLP has been tapped as
counsel for the creditors' panel.


FREDDIE MAC: Steps Up Foreclosures on Delinquent Homeowners
-----------------------------------------------------------
Ruth Simon at The Wall Street Journal reports that while some
mortgage firms stopped foreclosing on borrowers, Fannie Mae --
along with Freddie Mac, J.P. Morgan Chase & Co., and Wells Fargo &
Co. -- said that it is stepping up foreclosures on delinquent
homeowners, lifting internal moratoriums that temporarily stopped
foreclosures.

WSJ relates that Fannie Mae and Freddie Mac have stepped up sales
of foreclosed properties since their moratoriums ended on
March 31.  Citing Keefe, Bruyette & Woods analyst Frederick
Cannon, WSJ states that the expiration of foreclosure moratoriums
could put a dent in bank profits.  Mr. Cannon, according to WSJ,
said that the moratoriums "have to some degree postponed the
realization of problems" and "may help bank earnings in the first
quarter" by delaying charge-offs of some troubled loans.

Freddie Mac said that it has started to complete some foreclosure
sales, including those involving investment properties or second
homes, WSJ states.  The report says that Freddie Mac continues to
delay foreclosures on loans that may be eligible for modification
under the government's housing-rescue plan.

According to WSJ, the government's housing-rescue plan provides
incentives for mortgage firms and investors to cut borrowers'
payments to affordable levels.  Some mortgage firms had
temporarily stopped foreclosures while they set up their own
programs, WSJ states.  The firms, says the report, have started to
determine which troubled borrowers are candidates for help, and to
move the rest through the foreclosure process.  According to the
report, the resulting increase in the supply of foreclosed homes
could further reduce home prices and put additional pressure on
bank earnings as troubled loans are written off.

"A foreclosure sale may not occur on a Fannie Mae loan until the
loan servicer verifies that the borrower is ineligible" for a loan
modification under the government's housing-rescue plan, "and all
other foreclosure prevention alternatives have been exhausted,"
WSJ quoted a Fannie Mae spokesperson as saying.

According to WSJ, American Home Mortgage Servicing Inc. executive
vice president Jim Davis said, "At the time a moratorium expires,
we have a team of folks who will pore through all of those loans
where borrowers have not paid before we will take the next step in
the process.  If there is any borrower contact, we will hold off
on the foreclosure process until we've exhausted every effort to
assist that borrower."

WSJ notes that some borrowers who are in talks with their mortgage
companies are likely to wind up in foreclosure once their files
are reviewed.  WSJ quoted Iowa Mediation Service director Michael
Thompson as saying, "We are getting so many of these cases where
people don't fit the new [Obama] program."  Iowa Mediation works
with troubled borrowers, says the report.

WSJ states that many troubled loans will wind up in foreclosure
because the borrower doesn't have sufficient income to make even a
reduced mortgage payment, or doesn't respond to the mortgage
company's requests for information.

                       About Freddie Mac

The Federal Home Loan Mortgage Corporation -- (FHLMC) NYSE: FRE --
commonly known as Freddie Mac, is a stockholder-owned government-
sponsored enterprise authorized to make loans and loan guarantees.
Freddie Mac was created in 1970 to provide a continuous and low
cost source of credit to finance America's housing.

Freddie Mac conducts its business primarily by buying mortgages
from lenders, packaging the mortgages into securities and selling
the securities -- guaranteed by Freddie Mac -- to investors.
Mortgage lenders use the proceeds from selling loans to Freddie
Mac to fund new mortgages, constantly replenishing the pool of
funds available for lending to homebuyers and apartment owners.

At December 31, 2008, the company's balance sheet showed total
assets of $850.9 billion and total liabilities of $881.6 billion,
resulting in a stockholders' deficit of $30.7 billion.

                         Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

Being under Conservatorship, Freddie Mac said it is dependent upon
the continued support of Treasury and FHFA to continue operating
its business.


FREDERICK'S MADISON: Files Chapter 11 to Stop Eviction
------------------------------------------------------
Crain's New York Business reports that Frederick's Madison has
filed for Chapter 11 bankruptcy protection in order to avoid
eviction.

According to Crain's New York, Frederick's Madison owes its
landlord about $261,187.  Frederick's Madison also owes the state
of New York more than $145,000 in unpaid taxes and scores of
vendors tens of thousands of dollars, the report says.

Crain's New York states that Mr. Lesort believes that he can turn
the Madison Avenue business around over the next six months, after
catching up with his rent payments.

Frederick's Madison is a stylish French-Mediterranean eatery on
768 Madison Avenue.


GENERAL MOTORS: Black Oak, Investors Offer to Acquire Saturn
------------------------------------------------------------
An investor group that includes private equity firm Black Oak
Partners, LLC, working together with a number of Saturn retailers,
said it has approached General Motors about acquiring and
operating the principal assets of Saturn Distribution Corporation
as a diversified automobile distributor and retailer.  SDC is the
legal entity that franchises with Saturn retailers.

Black Oak said a "new" Saturn Distribution Corporation is
envisioned as a unique model for new car retailing in the United
States -- a model built on Saturn's customer-centric, low-hassle
sales and service model.  The company will leverage Saturn's brand
and source products from OEMs for distribution through Saturn's
existing network of approximately 440 US and Canadian retailers.
The new SDC will become a model of lean-distribution that
leverages unique Saturn equities, like "market area approach".

Black Oak did not disclose financial terms of the offer.

nSDC will initially source vehicles from GM, but expects over time
to offer smaller, fuel-efficient vehicles from a range of
manufacturers under its traditional business model of high
customer service.  It will retain a light vehicle design function
that will help other manufacturers tailor their product offerings
to meet Saturn's brand style and customer needs.  As envisioned,
nSDC will engage in no direct manufacturing activities itself.
The nSDC model will leverage the strengths of the existing Saturn
retail network and distribution management team to pursue
opportunities created by the changing structure of the global auto
industry. nSDC's role will be product sourcing, quality assurance,
distribution, competitive analysis/positioning and national
branding.

"As an independent retailer, the creation of nSDC will satisfy the
primary interests of all existing stakeholders," said John S.
Pappanastos, a spokesperson for the investment group. "GM will be
relieved of liabilities related to retailer franchise agreements
and avoid the downstream financial fallout on their other brands
that would result from closing Saturn retail facilities. Saturn
retailers, on the other hand, will be provided with an exciting
opportunity to secure a return on their existing investment. And
taxpayers will be able to salvage more than 10,000 retail jobs
that might otherwise be lost in a GM reorganization, as well as
mitigate the potential for substantial local economic impact from
Saturn retailer bankruptcies."

nSDC's low-asset, lean-distribution model will offer a number of
advantages in the current environment, and the Saturn network will
provide the ideal platform for creating this model
instantaneously.

   -- nSDC will leverage global manufacturing and engineering
capacity to source world-class products manufactured to its own
exacting high-level design and engineering specifications. nSDC
will offer a portfolio of products tailored to meet region-
specific customer preferences rather than strive to ubiquitously
"push" product through its network.

   -- Vehicles sourced from global manufacturers will in most, but
not all cases, be offered under Saturn's brand, a brand that has
traditionally resonated with a loyal niche of progressive,
environmentally-minded consumers who place a high value on a "no
hassle" sales and service experience. Vehicle demand from this
customer niche has consistently supported annual Saturn sales of
250,000 vehicles in previous years.

   -- As an independent retail company, nSDC expects to become a
leading channel for bringing innovative new products rapidly to
market, focusing initially on electric vehicles.

   -- Saturn's standalone stores provide coverage throughout the
US and Canada under a "market area approach" (MAA) that reduces
retailer overlap and inter-retailer competition. The network is
lean enough to minimize excess costs and will require less
inventory to service it. The MAA model increases vehicle
throughput per retailer, allowing the retailer to focus on
competing against non-Saturn retailers.

   -- The number of retailer locations facilitated by the MAA
model also aligns with a marketing approach that fully leverages
the brand equity already created by GM. For example, internet
leads can be forwarded to the closest retailer versus the free-
for-all that internet leads have become in the existing OEM
distribution model. The right-sized distribution network will
thereby achieve a high level of inter-retailer collaboration,
where retailers will find it in their mutual interest to draw upon
one another's inventories to meet immediate market opportunities.

"Our goal is to build upon an iconic brand supported by a strong
national network of retailers that fundamentally share a vision
for delivering a best-in-class customer experience," said
Pappanastos. "We appreciate GM's, as well as the US Government's,
support in this effort."

                      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: Black Oak Partners May Acquire Saturn
-----------------------------------------------------
A General Motors Corp. spokesperson said that private equity firm
Black Oak Partners LLC may buy the Company's Saturn unit, Kate
Linebaugh and Sharon Terlep at The Wall Street Journal report.

According to WSJ, GM spokesperson Steve Janisse said that the
Company is considering several options for Saturn, including
spinning off the unit to its dealers.  GM, WSJ relates, said that
Black Oak was among that several groups that approached the
Company for Saturn.  WSJ states that Black Oak Partners said on
Wednesday that it initially would sell GM vehicles through
Saturn's network of 440 U.S. and Canadian dealers, and later aim
to add models from other makers.  Black Oak Partners spokesperson
John Pappanastos said that the Company had contact with officials
from the Treasury Department after it made its offer to GM on
April 8, the report says.  According to the report, Black Oak
Partners said that its proposal would preserve about 10,000 U.S.
jobs and keep Saturn's dealer network alive.

A GM spokesperson said that GM will update dealers within the next
week on Saturn's future, WSJ relates.  GM, says WSJ, is struggling
to offload Saturn, Hummer, and Saab brands as it faces a June 1
deadline to restructure or face a government-ordered bankruptcy.

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: May Need Another Car-Assembly Plant in China
------------------------------------------------------------
Norihiko Shirouzu at The Wall Street Journal reports that GM China
Group chief Kevin Wale said that General Motors Corp. would have
to build another car-assembly plant in China to meet its goal of
doubling its yearly sales in the country to two million vehicles
in five years.

WSJ quoted Mr. Wale as saying, "We're pretty well-placed to do a
lot of growth at the moment without having to spend a lot of
money.  We would probably need at most one new facility to get to
two million units."

Most of GM's plants in China have been designed and built with
flexibility for expansion, WSJ states, citing Mr. Wale.  According
to the report, Mr. Wale said that GM will try to squeeze more
production capacity out of those plants.

Citing a GM spokesperson, WSJ says that GM wants to add 30 new car
models in China over the next five years.

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.


GMAC LLC: Application to Issue FDIC-Backed Debt Under Review
------------------------------------------------------------
Aparajita Saha-Bubna at The Wall Street Journal reports that GMAC
LLC is seeking the Federal Deposit Insurance Corp.'s permission to
sell cheaply priced debt insured by the FDIC as part of the
Temporary Liquidity Guarantee Program.

WSJ quoted GMAC spokesperson Gina Proia as saying, "We have an
application pending with the FDIC.  We are in the process of
responding to requests for additional information."  Citing an
FDIC spokesperson, WSJ relates that GMAC's application "is
currently under review."

According to WSJ, the program has allowed financial institutions
that include Citigroup Inc. and General Electric Capital Corp. to
raise financing when they were otherwise shut out from repaying or
refinancing debt due to the credit crisis.

WSJ relates that GMAC has about $30.6 billion of debt maturing
this year, including $11.8 billion of unsecured debt.  WSJ quoted
Moody's Investors Service analyst Mark Wasden as saying, "Despite
becoming a bank, GMAC is squeezed for capital" and the ability to
issue FDIC-backed debt would "represent real liquidity.  GMAC
needs that today."  GMAC, according to WSJ, could raise as much as
$12 billion through the TLGP.

Ruth Simon at WSJ relates that GMAC's mortgage division is
currently reviewing loans to see which ones will qualify under the
program.  WSJ states that the mortgage division had temporarily
stopped foreclosures while awaiting details of the U.S.
government's housing-rescue plan.  Citing a GMAC spokesperson, WSJ
states that about 10% of borrowers in some stage of foreclosure
appear to be eligible for the federal program.

                New Base for Charlotte Operation

Journalnow.com reports that GMAC Financial Services will launch a
new base in Charlotte.  The report says that the 15-story, 440
South Church office building under construction across from the
48-story Duke Energy Center development project will be GMAC
Financial's new home.  GMAC Financial, according to the report,
said that it would start moving workers during the fourth quarter
from its Ballantyne offices to 106,525 square feet on the top four
floors.

On March 20, GMAC said that it would add 200 people over two years
to its Charlotte work force of 265, Journalnow.com states.

                  ResCap to Hire Up to 150 People

GMAC ResCap spokesperson Jeannine Bruin said that 100 to 150
people would be hired at the Fort Washington location, The
Philadelphia Inquirer reports.  Most of the hires will be in the
origination operations because low-interest rates are driving
demand for refinancing, the report states, citing Ms. Bruin.
Ms. Bruin said that 20 to 40 positions are available for people to
deal with bankruptcies, defaults, and foreclosures, according to
the report.

ResCap, The Philadelphia Inquirer states, eliminated about 5,000
jobs in 2008.

                         About GMAC LLC

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

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

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

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

                         *     *     *

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


HARVEST OIL: Grants Temporary Order for Cash Collateral Use
-----------------------------------------------------------
Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana authorized, on an interim basis,
Harvest Oil & Gas LLC and its debtor-affiliates to access cash
collateral of Macquarie Bank Limited and Wayzata Investment
Partners LLC.

A final hearing on the Debtors' emergency cash collateral motion
will be heard on April 24, 2009, at 11:00 AM, at the U.S.
Bankruptcy Court, Courtroom, First Floor, U.S. Courthouse, 214
Jefferson Street, Suite 100, Lafayette, Louisiana.

As reported in the Troubled Company Reporter on April 7, 2009, the
Debtors will use the cash collateral for the purpose of meeting
their payroll, ongoing operational expenses and other ordinary
course of business costs and expenses in accordance with and
limited by the terms and conditions of this Order and the interim
budget.

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

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

                   About Harvest Oil and Gas, LLC

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W. D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP represents the Debtors in
their restructuring efforts.  The Debtors listed estimated assets
of $100 million to $500 million and estimated debts of
$100 million to $500 million.


HERITAGE LAND: Can Use Credit Suisse Cash Collateral 'Til April 17
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Heritage Land Company LLC and its debtor-affiliates to use cash
collateral beginning April 3, 2009, through the week ending
April 17, 2009, and grant adequate protection to the Debtors'
secured parties.

The Debtors are party pursuant to a $430 million and $70 million
credit agreements dated as of Nov. 21, 2005, as amended, with
Credit Suisse, Cayman Islands Branch and a syndicate of lenders.

As of the petition date, the Debtors were indebted to the agent
and first lien lenders of $307 million exclusive of accrued but
unpaid interest, cost, fees and expenses.

The Debtors are obligated to a syndicate of approximately
21 lenders in the approximate amount of $70.7 million as of the
petition date.

The lenders under the $430 million senior secured credit facility,
assert a blanket first lien and security interest on substantially
all of the Debtors' property.  The lenders under the $70 million
second secured credit facility assert a blanket second lien and
security interest on substantially all of the Debtors' property.

As of the petition date, the Debtors estimate that they are
obligated to various service and goods providers for over
$2.5 million on an unsecured basis.  Jim Rhodes has a personal
claim of approximately $11 million.

The amounts owed are secured by liens on substantially all of the
Debtors' assets, including the Debtors' cash collateral.

The Debtors will use the cash collateral to pay the operating
expenses for its properties and also the Debtors' operating
expenses.

As adequate protection, the agent and first lien lenders are
granted (a) replacement liens, subject only to the other liens, if
any, as may be senior, under applicable law, to the first priority
liens in the relevant collateral, on all of the Debtors' rights,
title, interests in, to and under all personal and real property
and other assets; (b) administrative priority claims for any
diminution in value of the prepetition collateral from and after
the petition date, whether as a result of the imposition of the
automatic stay, or the use, sale or lease of prepetition
collateral, including the cash collateral.

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

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

                  About Heritage Land Company, LLC

Las Vegas, Nevada-based Heritage Land Company, LLC, is a private
master planned community developer and homebuilder in the Las
Vegas valley.  The Rhodes Companies was founded in 1991.

The Debtor and its affiliates, which include Rhodes Design and
Development Corp., filed for Chapter 11 bankruptcy protection on
March 31, 2009 (Bankr. D. Nev. Case No. 09-14778).  Zachariah
Larson, Esq., at Larson & Stephens assists the Debtors in their
restructuring efforts.  The Debtors listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


HERITAGE LAND: Court OKs Omni Mgt. as Claims & Noticing Agent
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Heritage Land Company LLC and its debtor-affiliates to employ Omni
Management Group, LLC, as claims, noticing and balloting agents.

As reported in the Troubled Company Reporter on April 13, 2009,
Omni Management is expected to assist in managing and addressing
the administrative issues that will likely arise in the Chapter 11
cases.  Omni Management is also expected to act as solicitation
agent with respect to, inter alia, (i) the mailing of a disclosure
statement, the Plan and related ballots, and (ii) the maintaining
and tallying of ballots in connection of the voting on the Plan.

The hourly rates of Omni Management's professionals working in the
Chapter 11 cases are:

     Senior Consultants                     $195 - $295
     Consultants and Project Specialists     $75 - $140
     Programmers                            $130 - $200
     Clerical Support                        $35 -  $65

Prior to the petition date, Omni Management received $35,000
retainer, which was not used, as the firm did not incur fees and
expenses prior to the petition date.

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

                  About Heritage Land Company, LLC

Las Vegas, Nevada-based Heritage Land Company, LLC, is a private
master planned community developer and homebuilder in the Las
Vegas valley.  The Rhodes Companies was founded in 1991.

The Debtor and its affiliates, which include Rhodes Design and
Development Corp., filed for Chapter 11 bankruptcy protection on
March 31, 2009 (Bankr. D. Nev. Case No. 09-14778).  Zachariah
Larson, Esq., at Larson & Stephens assists the Debtors in their
restructuring efforts.  The Debtors listed $100 million to
$500 million in assets and $100 million to $500 million in debts.


IDEARC INC: Can Hire Kurtzman Carson as Claims and Noticing Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted Idearc Inc. and its debtor-affiliates permission to employ
Kurtzman Carson Consultants LLC as claims and noticing agent.

KCC is expected to:

   a) prepare and serve required notices in the Debtors' Chapter
      11 cases;

   b) maintain originals and copies of all proofs of claim and
      proofs of interest filed in these Chapter 11 cases, and
      docket proofs of claim and proofs of interests in a claims
      database;

   c) assist the Debtors with claims management and the claims
      reconciliation process;

   d) assist the Debtors with plan solicitation and balloting;

   e) provide assistance relating to disbursements under the
      Debtors' plan;

   f) provide computer software support and training in the use of
      KCC's support software;

   g) prepare and maintain standard KCC reports relating to
      service lists, claims reconciliation, transfers of claims,
      claims objections, and other data compilation for analysis;

   h) provide consulting and programming support for custom
      reports as requested by the Debtors;

   i) provide program and database modifications;

   j) perform other actions and services that may be necessary or
      advisable to comply with applicable federal, state,
      municipal, and local statutes, ordinances, rules,
      regulations, orders, and other requirements;

   k) comply with further conditions and requirements as the
      Clerk's Office or the Court may at any time prescribe; and

   l) provide other claims processing, noticing, and
      administrative services as may be requested from time to
      time by the Debtors or the Court and which may be necessary
      for orderly administration of the Debtors' cases.

KCC has also agreed, upon the Debtors' request, to provide
assistance in developing a communications plan including, but not
limited to, preparing and disseminating communications materials,
maintaining a call center staffed by KCC, and establishing
confidential on-line workspaces or virtual data rooms.

Michael Frishberg, vice president of corporate restructuring
services at KCC, told the Court that the hourly rates of KCC
professionals working in these cases are:

     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

Mr. Frishberg added that prior to the petition date, the Debtors
paid a $50,000 retainer for case administration services to be
rendered by KCC.  The Debtors do not owe KCC for services
performed or expenses incurred prior to the petition date.

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

                        About Idearc Inc.

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

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

Idearc and its 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.


INDIAN CAPITOL: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Indian Capitol Distributing, Inc.
        P.O. Box 180
        Gallup, NM 87305

Bankruptcy Case No.: 09-11558

Type of Business: The Debtor operates a grocery petroleum bulk
                  station.

Chapter 11 Petition Date: April 14, 2009

Court: New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: Bonnie Bassan Gandarilla, Esq.
                  mbglaw@swcp.com
                  Moore, Berkson & Gandarilla, P.C.
                  P.O. Box 7459
                  Albuquerque, NM 87194
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
New Mexico Taxation & Revenue                    $11,500,000
Dept.
Bankruptcy Support
PO Box 8575
Albuquerque, NM 87198

Brad Hall & Associates                           $907,000
280 South Holmes
Idaho Falls, ID 83401

Honstein Oil Company                             $700,000
11 Paseo Real
Santa Fe, NM 87507

Michael Mataya                                   $600,000
PO Box 180
Gallup, NM 87305

First Federal Bank                               $457,000

Brentair Oil Company                             $185,000

City of St. John's                               $106,000

Citgo Petroleum Corporation                      $66,066

The petition was signed by Michael P. Mataya, president.


INTERMET CORP: Wins Approval for Deals with 2 Remaining Unions
--------------------------------------------------------------
Intermet Corp., received approval from the U.S. Bankruptcy Court
for the District of Delaware for agreements with the remaining two
labor unions on modifications in the existing collective
bargaining agreements, Bloomberg's Bill Rochelle reported.

According to the report, the settlements allow the Company to end
the existing pension plans and terminate health benefits for
retired workers.  The unions said workers' wages were not above
market.

Based in Fort Worth, Texas, Intermet Corp. designs and
manufactures machine precision iron and aluminum castings for the
automotive and industrial markets.  The company and its debtor-
affiliates filed for Chapter 11 protection on Aug. 12, 2008
(D. Del. Case Nos. 08-11859 to 08-11866 and 08-11868 to 08-11878).
Dennis F. Dunne, Esq., Matthew S. Barr, Esq., and Michael E.
Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New
York, serve as the Debtors' counsel.  James E. O'Neill, Esq.,
Laura Davis Jones, Esq. and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, serve as the
Debtors' co-counsel.  Kurtzman Carson Consultants LLC serves as
the Debtors' claims, notice and balloting agent.  An Official
Committee of Unsecured Creditors has been formed in this case.

When the Debtors filed for protection from their creditors, they
listed assets of between $50 million and $100 million and debts of
between $100 million and $500 million.

This is the Debtors' second bankruptcy filing.  Intermet Corp.,
along with its debtor-affiliates, filed for Chapter 11 protection
on September 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597
through 04-67614).  Salvatore A. Barbatano, Esq., at Foley &
Lardner LLP, represents the Debtors.  In their previous bankruptcy
filing, they listed $735,821,000 in total assets and $592,816,000
in total debts.  Intermet Corporation emerged from this first
bankruptcy filing in November 2005.


JANE & COMPANY: Intends to Sell Business Quickly
------------------------------------------------
Jane & Co. intends to sell the business quickly, having been
unable to do so before bankruptcy, Bloomberg's Bill Rochelle said.

The existing first-lien lender, owed $4.1 million, is providing
financing pending sale, according to the report.

The Company also owes some $3.5 million on secured subordinated
obligations plus $7.5 million to trade suppliers.

Jane & Company's quality cosmetic lines fill a niche between value
and more expensive cosmetic brands.  Its corporate headquarters
and operations are located in Baltimore, Maryland.  Baltimore-
based Jane & Co., purchased the Jane brand of younger
women's cosmetics from Estee Lauder Cos. in 2004.  It filed for
Chapter 11 on April 6, 2009 (Banrk. D. Del., Case No. 09-11204).
Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell, has
been tapped as counsel.  In its bankruptcy petition, the Debtor
estimated assets and debts of $10 million to $50 million.


JANE & COMPANY: Has Until May 6 to Files Schedules and Statements
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware extended until May 6, 2009, the period
within which Jane & Company Inc. and its debtor-affiliates may
file their schedules of assets and liabilities, and statement of
financial affairs.

Headquartered in Baltimore, Maryland, Jane & Company Inc. sells
hair and skin care products and accessories.  The Company and two
of its affiliates filed for Chapter 11 protection on April 6, 2009
(Bankr. D. Del. Lead Case No. 09-11203).  Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell, represents the Debtor.  When
the Debtors filed for protection from their creditors, they listed
assets and debts between $10 million and $50 million each.


JOURNAL REGISTER: State Objects to $1.7 million Employee Bonuses
----------------------------------------------------------------
Journal Register Co. shouldn't be allowed to award bonuses worth
$1.7 million, lawyers for its home state of Pennsylvania argue,
according to Bloomberg's Tiffany Kary.

According to Bloomberg News, lawyers for Pennsylvania Attorney
General Tom Corbett said in court documents filed April 13 that
the state objects to the newspaper's request to give incentive pay
to key employees and officers.  The bonuses for 31 people would be
$468,000 or $253,000 depending on what milestones, including
earnings targets, are met, according to the company.  The Journal
Register said it needs to provide incentive to keep key employees
as it reorganizes.

"It is difficult to see how bonuses linked to tasks that have
already been completed" will help keep key employees with the
company," Mr. Corbett said.

Mr. Corbett, according to the report, further argued that the
bonus plan's earnings benchmark of $16 million is "so low that
bonuses are virtually guaranteed." He also said that all but one
of the triggers to the bonuses will be based on deadlines that
will have passed by the time the court hears the newspaper's
request.


                      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: May Use Lenders' Cash Collateral
------------------------------------------------
Knight-Celotex LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to use the cash
collateral securing the Debtor's obligation to its lenders.

The Company owes Bank of America Corp. $35 million on a loan
secured by all the assets.

Knight-Celotex said it filed in Chapter 11 on April 6 with
$357,000 cash and inventory valued at $7.2 million. Revenue in
2008 was $79 million.

Headquartered in Northfield, Illinois, Knight-Celotex is the
largest fiberboard manufacturer in the world and the only U.S.
fiberboard manufacturer that both manufactures and ships products
nationally within the United States.  Knight-Celotex is privately
owned by Knight Industries, LLC, and has operations in Lisbon
Falls, Maine; Sunbury, Pennsylvania; and Danville, Virginia.
The Company filed for Chapter 11 on April 6 (Bankr. N.D. Illin.,
Case No. 09-12200).


KODIAK THERMAL: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Kodiak Thermal Technologies, Inc.
                fka Kodiak Manufacturing
                Registered Agent: Craig M Kaiser
                1300 West Sam Houston Parkway, Suite 180
                Houston, TX 77042

Case Number: 09-32503

Type of Business: The Debtor develops patented cold chain shipping
                  and storage containers.

                  See http://www.kodiaktech.com/homepage.htm

Involuntary Petition Date: April 9, 2009

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Petitioner's Counsel: Joyce Webb, Esq.
                      1415 S. Voss Road, Ste. 100 468
                      Houston, TX 77057
                      Tel: (727) 565-1936

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Winthrop Eastman               unpaid services      $172,213
9638 Maribelle Way
Houston, TX 77057

Gerry Griggs                   unpaid services      $14,150
5644 Westheimer, Ste. 308
Houston, TX 77056

Kodiak Technologies, Inc.      unpaid services      $206,500
c/o Robert H. Thurmond III
6022 Valley Forge
Houston, TX 77057


KUMKANG VALVE: Voluntary Chapter 15 Case Summary
------------------------------------------------
Chapter 15 Debtor: Kumkang Valve Co., Ltd.
                   595-12 Daecheon-dong
                   Dalseo-gu, Daegu
                   South Korea

Chapter 15 Case No.: 09-32474

Type of Business: The Debtor sells water valves.

                  See http://www.kuka.co.kr/

Chapter 15 Petition Date: April 8, 2009

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Chapter 15 Debtor's Counsel: Wayne Kitchens, Esq.
                             jwk@hwallp.com
                             Hughes Watters & Askanase
                             Three Allen Center
                             333 Clay, 29th Floor
                             Houston, TX 77002
                             Tel: (713) 759-0818
                             Fax: (713) 759-6834

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million


MADOFF SECURITIES: Files Chapter 15; Peter Madoff Faces Lawsuit
---------------------------------------------------------------
Three petitioners appointed by the High Court of Justice in
England of Madoff Securities International Limited made a
voluntary filing under Chapter 15 in the United States Bankruptcy
Court for the District of Southern District of Florida seeking
recognition of the provisional liquidation, which will allow them
to pursue other assets of the Company and to conduct discovery
from Peter Madoff, the MSIL's director and shareholder, and
Bernard L. Madoff's brother.

Concurrently, the petitioners have filed an emergency motion for
injunctive relief and adversary complaint against Peter Madoff for
alleged breach of fiduciary duty.  In the complaint, Bernard
Madoff alleged transferred EUR135,000 from an MSIL account to the
Aston Martin Company to purchase a vintage Aston Martin automobile
for his brother.  The cash transfer, the complaint noted, were not
legitimately reimbursed by Mr. Madoff's brother.  As a result of
the cash transfers, MSIL has suffered losses in an amount to be
proven at trial and in excess of $235,000 and is entitled to
recovery of the vehicle, which represents the proceeds of property
wrongfully diverted from MSIL.

The petitioners said that Mr. Madoff's brother is likely to have
important information relating to MSIL's assets and affairs and is
personally in receipt of assets that may have been fraudulently
transferred to him by MSIL or may otherwise be recoverable by
MSIL.

The Company has assets between $100 million to $500 million, and
debts of more than $1 billion, court document confirmed.

The petitioners are professionals of Grant Thornton UK LLP,
including: Stephen John Akers, Mark Richard Byers, and Andrew
Laurence.  Tina M. Talarchyk, Esq., at Squire, Sanders & Dempsey
LLP, represents the petitioners.

                  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.

                      About Madoff Securities

London-based Madoff Securities International Limited was engaged
in the business of securities trading and operated from an office
in the Mayfair District of London with approximately 28 employees,
14 of whom were traders


MADOFF SECURITIES: Trustees Seek to Seize Vintage Sports Car
------------------------------------------------------------
Diana B. Henriques at The New York Times reports that the trustees
liquidating Bernard L. Madoff Investment Securities LLC's London
affiliate, Madoff Securities International Limited, have gone to
the U.S. Bankruptcy Court for the Southern District of Florida to
try to confiscate a vintage sports car from Mr. Madoff's brother,
Peter.

Mr. Madoff, according to The NY Times, bought a 1964 Aston Martin
DB2/4 for hundreds of thousands of dollars using money improperly
taken out of Madoff Securities in March and May 2008.  The NY
Times relates that the car would be sold to help satisfy the
claims of Mr. Madoff's London creditors, which include Bernard L.
Madoff Investment's clients.

The NY Times states that the trustees sued Peter Madoff as the
owner of the car.  The NY Times says that the trustees are seeking
a court order to protect the car from seizure by others seeking
assets from the Madoffs.

London-based Madoff Securities International Limited is a money
management business of Bernard L. Madoff in the United Kingdom.
Mark Richard Byers, Andrew Laurence Hosking, and Stephen John
Akers at Grant Thornton UK LLP filed a Chapter 15 petition against
the Company on April 14, 2009 (Bankr. S.D. Fla. Case No. 09-
16751).  The Company has $100 million to $500 million in assets
and more than $1 billion in debts.


MAGNA ENTERTAINMENT: Bill for Maryland's Preakness Purchase Passed
------------------------------------------------------------------
Jerry Hart of Bloomberg News reports that a bill authorizing
Maryland to buy the Preakness horserace from its bankrupt owner
passed the Legislature, setting up a possible public acquisition
to preserve the 134-year-old event.

The bill, voted out on the last day of the 2009 legislative
session, aims to save the middle leg of U.S. horseracing's Triple
Crown amid concern that current owner, Aurora, Ontario-based Magna
Entertainment Corp., will sell the race's Baltimore track,
Pimlico, to developers in its Chapter 11 bankruptcy, Bloomberg
said.

The report states that the measure authorizes the Maryland
Economic Development Corp. to sell bonds to finance a purchase of
the race rights, the Pimlico and Laurel Park tracks, and a
thoroughbred training center in Bowie, Maryland.

The state might buy the assets from Magna through competing bids
or force their acquisition though eminent domain laws, which allow
governments to buy private property forcibly for the public's
good.

"It isn't going to be as easy as they think.  States have a right
to determine what constitutes public use, but the court would have
to take a long look and ask whether this is really public use,"
said Alan Ackerman, a partner in Ackerman, Ackerman & Dynkowski, a
law firm in Bloomfield Hills, Michigan, that represents property
owners in eminent domain cases.

Mr. Ackerman, as cited by the report, said the value placed on the
assets would be affected by whether the racetracks install slot
machines under a measure passed by voters in November.

"There has to be consideration of the likelihood there will be
some other type of gambling at the racetracks," he said. "The
question is: how do you pay fair market value?"

                   About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. is North
America's largest owner and operator of horse racetracks, based on
revenue.  The Company develops, owns and operates horse racetracks
and related pari-mutuel wagering operations, including off-track
betting facilities.  MEC also develops, owns and operates casinos
in conjunction with its racetracks where permitted by law.

MEC owns and operates AmTote International, Inc., a provider of
totalisator services to the pari-mutuel industry, XpressBet(R), a
national Internet and telephone account wagering system, as well
as MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC
has a fifty percent interest in HorseRacing TV(R), a 24-hour horse
racing television network, and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

As of December 31, 2008, the Company had total assets of
$1,049,387,000 and total debts of $958,591,000.

Following its failure to meet obligations to lenders led by PNC
Bank, National Association, and Wells Fargo Bank, National
Association, and controlling shareholder MI Developments Inc.'s
decision not to provide further financial backing, Magna
Entertainment Corp. and 24 affiliates filed for Chapter 11 on
March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720).

Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal
& Manges LLP, have been engaged as bankruptcy counsel.  L.
Katherine Good, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., are the Debtors' local counsel.  Miller
Buckfire & Co. LLC, has been tapped as financial advisor and
Kurtzman Carson Consultants LLC, as claims agent.


MEDICAL IMAGING: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: The Medical Imaging Partnership -
                Jax1, L.L.C.
                dba Precision Imaging Centers
                7860 Gate Parkway, Suite 123-128
                Jacksonville, FL 32256

Case Number: 09-02697

Involuntary Petition Date: April 8, 2009

Court: Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Petitioner's Counsel: Robert T. Hyde, Jr., Esq.
                      bhyde@rtlaw.com
                      Rogers Towers
                      1301 Riverplace Blvd. Suite 1500
                      Jacksonville, FL 32207
                      Tel: (904) 398-3911

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Full-O-Pep Appliances, Inc.    unsec. loan          $3,000,000
1436 Liberty Drive
Bloomington, IN 47403

Hammond Management, L.L.C.     unsec. loan          $200,000
19 Shelter Cove Lane
Suite 200
Hilton Head, SC 29928

James D Hammond                unsec. loan          $800,000
19 Shelter Cove Lane
Suite 200
Hilton Head, SC 29928


MEDINA VOIP: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: Medina VoIP, LLC
                807 East Washington Street, Suite 130
                Medina, OH 44256
                Tel: (330) 441-4818

Case Number: 09-51453

Type of Business: The Debtor provides telephone communication
                  services.

                  See http://www.medinavoip.com/

Involuntary Petition Date: April 10, 2009

Court: Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Petitioner's Counsel: E. Lee Wagoner, Jr.
                      elwagoner@bmdllc.com
                      Brennan Manna & Diamond
                      75 East Market Street
                      Akron, OH 44308
                      Tel: (330) 253-5060
                      Fax: (330) 253-2035

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Anne Alexander                 promissory note      $339,000
80 N. Portage Path, 7A8
Akron, OH

Todd Rickel                    promissory note      $90,481
12950 W. Wade Drive
New Berlin, WI 53151

Matthew Soful                  promissory note      $78,144
71 Creekiedge Lane
Coplay, OH 44321


MGM MIRAGE: Shares Rise 18% on CityCenter Waiver
------------------------------------------------
After MGM MIRAGE won a waiver from lenders allowing a $70 million
payment on its CityCenter project without partner Dubai World, the
casino company rose 18% in New York trading, Beth Jinks of
Bloomberg News reported on April 13.

Bloomberg states that in an April 13 statement, the Company said
that the accord extends last month's agreement letting Las Vegas-
based MGM Mirage pay both partners' nearest obligations, due by
April 17.

"MGM Mirage remains committed to finding a long-term solution to
the financing of CityCenter to ensure the completion of this
important project," the company said.

As reported by the TCR on April 14, MGM MIRAGE confirmed that it
has received the support of its banks and has entered into an
amendment of its senior credit facility.

Under the newly obtained amendment, MGM MIRAGE's senior lenders
have provided the company with the ability to pay the full amount
of current construction costs for CityCenter totaling $70 million
due no later than April 17, 2009.  This amendment allows MGM
MIRAGE to fund Dubai World's $35 million share, should Dubai World
not do so.

MGM MIRAGE remains committed to finding a long-term solution to
the financing of CityCenter to ensure the completion of this
important project.

As reported by the Troubled Company Reporter, MGM MIRAGE said
March 27, 2009, that it was -- with the authorization of its
senior lenders -- providing $200 million of funding to CityCenter
to satisfy the required sponsor equity contributions due on or
about March 24.  The funding includes $100 million which should
have been funded by Dubai World.  This allows construction to
continue while MGM MIRAGE seeks additional funding for CityCenter,
the Company had said.

MGM MIRAGE had said it intends to work with Dubai World, its
lenders and others to find a long-term solution for the financing
of CityCenter's completion.  It noted that the remaining combined
equity contributions necessary to access the CityCenter credit
facility are approximately $800 million.

"MGM MIRAGE believes that CityCenter is of vital importance to Las
Vegas and the state of Nevada," said Jim Murren, Chairman and CEO
of MGM MIRAGE in March.  "We are doing our utmost to see that this
project continues, keeping thousands of Nevadans employed.  We
will continue to make every effort to see that CityCenter is
completed and becomes an even greater economic driver for the
region.  We appreciate the support of our senior lenders and the
CityCenter lending group.  We continue to review with our partners
all possible options to keep CityCenter fully funded and on a path
to completion."

                    About MGM Mirage

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.  It
owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

MGM MIRAGE reported a net loss of $1.14 billion on revenues of
$1.62 billion for the three months ended December 31, 2008.  MGM
MIRAGE reported a net loss of $855.2 million on revenues of
$7.20 billion for year 2008.  MGM MIRAGE had $23.2 billion in
total assets, including $1.53 billion in total current assets;
$3.0 billion in total current liabilities; and $12.4 billion in
long-term debt.  A full-text copy of the Annual Report on Form
10-K is available at no charge at:

              http://researcharchives.com/t/s?3ae0

The Company does not expect to be in compliance with the financial
covenants under its senior credit facility at March 31, 2009.  On
March 17, Company obtained an amendment to the senior credit
facility, which included a waiver of the requirement to comply
with the financial covenants through May 15, 2009.  Following
expiration of the waiver on May 15, 2009, the Company will be
subject to an event of default related to the expected
noncompliance with financial covenants under the senior credit
facility at March 31, 2009.

The report of Deloitte & Touche, LLP, MGM MIRAGE's independent
registered public accounting firm on the Company's consolidated
financial statements for the year ended December 31, 2008,
contains an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

                       *     *     *

As reported by the Troubled Company Reporter on March 23, 2009,
Moody's Investors Service downgraded MGM MIRAGE's Probability of
Default Rating to Caa3 from Caa2 and its Corporate Family Rating
to Caa2 from Caa1.

According to the TCR on March 23, 2009, Standard & Poor's Ratings
Services lowered its corporate credit and issue-level ratings on
Las Vegas-based MGM MIRAGE and its subsidiaries by two notches;
the corporate credit rating was lowered to 'CCC' from 'B-'.  These
ratings were removed from CreditWatch, where they were initially
placed with negative implications on Jan. 30, 2009.  S&P said that
the rating outlook is negative.

The TCR reported on March 25, 2009, that Fitch Ratings took these
rating actions for MGM MIRAGE following the lawsuit filed against
MGM by City Center JV partner Dubai World, and the two-month
covenant waiver obtained from its bank lenders:

-- Issuer Default Rating downgraded to 'C' from 'CCC';

-- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2';

-- Senior unsecured credit facility downgraded to 'CC/RR3' from
    'B-/RR3';

-- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3';

-- Senior subordinated notes affirmed at 'C/RR6'.


MUTUAL BENEFITS: Receiver Invites Offers for VSI LI Policies
------------------------------------------------------------
Roberto Martinez, the court-appointed receiver for Mutual Benefits
Corp., Viatical Services, Inc., and Viatical Benefactors LLC in
the case of S.E.C. v. Mutual Benefits Corp., is inviting
interested parties to submit an offer for the purchase of the
viatical servicing business of Viatical Services, Inc.  The Case
No. is 04-60573-CIV-MORENO pending in the U.S. District Court for
the Southern District of Florida.

In a legal notice, the Receiver said that VSI currently services a
portfolio of approximately 2,500 viaticated life insurance
policies with a face value of approximately $900 million on behalf
of investors in Mutual Benefits Corp. and others.  The purchaser
of the VSI servicing business will be assuming the right and
obligation to service the policies for a period of at least five
years.

Additional information on the Mutual Benefits case may be obtained
form the Receiver's website, http://www.mbcreceiver.com/
The Court has approved the Receiver's selection of a stalking
horse bidder for the sale and has approved the form of the Asset
Purchase Agreement and related documents, including the Bidding
Procedures to be implemented in connection with the sale.

Qualifying bids are due by May 14, 2009.

For further information on the bidding qualifications, please
contact:

     David L. Rosendorf, Esq.
     Email: drosendorf@kttlaw.com
     Kozyak Tropin & Throckmorton, P.A.
     2525 Ponce de Leon Boulevard
     9th Floor
     Coral Gables, FL 33134
     Tel: (305) 372-1800


NOBLE INT'L: Files for Chapter 11 Blaming Customer Defection
------------------------------------------------------------
Noble International, Ltd. and certain of its U.S. subsidiaries
have filed voluntary petitions in the United States Bankruptcy
Court for the Eastern District of Michigan seeking relief under
the provisions of Chapter 11 of the United States Code.  Noble's
European, Asian and Mexican affiliates are not debtors in the
bankruptcy.

Since late February, Noble International has relied on financing
arrangements from its customers to help sustain its North American
operations.  Recently, three of its customers initiated plans to
resource their purchases of laser-welded products from the
Company's U.S. and Canadian facilities to other suppliers.  As a
result of these developments and the continued hardships
confronting the automotive industry, corporate leadership
determined that Chapter 11 bankruptcy protection was in the best
interest of the company, its creditors, stockholders and other
interested parties.

Noble International's Chief Executive Officer, Andrew J. Tavi,
said, "As with almost every supplier in this industry, Noble has
experienced substantial volume reductions that have had a
significant effect on its financial condition.  Over recent
months, our company has implemented significant cost savings
initiatives and worked diligently with our customers and financial
institutions in an attempt to regain solid footing in the face of
dire circumstances within the industry.  Unfortunately, the frozen
credit markets and diminished volumes have limited our ability to
effectuate a solution outside of bankruptcy."

Noble anticipates that Chapter 11 protection and a DIP financing
that it has negotiated with certain of its customers, if approved
by the Bankruptcy Court, will enable the company to pursue
possible sales of the company's remaining operations.

                        Annual Report Delay

Noble International has yet to file its Annual Report for the year
ended December 31, 2008.  In a Form NT 10-K filing early this
month, the Company said it has been engaged in negotiations for
several weeks with its lenders and principal customers to address
the Company's liquidity needs.  Additionally, the Company's
management has spent considerable time analyzing and considering
strategic alternatives available to it with respect to the
Company's operations.  Due to the substantial time and resources
dedicated by management and the Company's financial staff in
addressing the Company's immediate liquidity needs and strategic
options, the Company has not yet completed its preparation of the
financial statements for year 2008.  Further, as a result of
liquidity and other pressures the Company is experiencing,
management has suspended work on the year-end audit.

The Company had said it expects its results for the year ended
December 31, 2008, to be substantially and negatively impacted by
a deterioration in revenue caused by declining automotive sales
resulting from the current credit crisis and plunging consumer
confidence.  The Company also had significant contracts to sell
parts for use in vehicle manufacturing platforms that terminated,
expired or were not renewed during 2008, further impacting the
Company's results for the year.  Because the financial statements
have not yet been completed by the Company and reviewed by the
Company's independent registered public accountant, the Company
had said it is unable to quantify the amount of its expected net
loss for the year.  The Company has determined that it will record
a goodwill and long-lived asset impairment charge during the
fourth quarter of 2008.  The Company had said management is
reviewing the valuation of the Company's goodwill and long-lived
assets in light of changing industry and economic factors to
determine if additional charges may need to be taken, but as the
analysis has not yet been completed the Company cannot provide an
estimate of the impairment charge that may be taken beyond what
was previously reported.

                         Nasdaq Delisting

On April 2, Noble International received a letter from The Nasdaq
Stock Market notifying it that Nasdaq did not receive the
Company's Form 10-K for the period ended December 31, 2008, as
required by Marketplace Rule 4310(c)(14), and that, accordingly,
the Company no longer complies with Nasdaq's rules for continued
listing of the Company's shares of stock.  The Company said it may
submit to Nasdaq a plan to regain compliance with Rule
4310(c)(14). The plan must be submitted by June 1, 2009.

                      Departure of Executives

Thomas L. Saeli submitted his resignation as Chief Executive
Officer and a director of Noble International, effective April 13,
2009.  On April 14, 2009, Frank B. Sovis, the Company's Chief
Operating Officer, submitted his resignation.  The employment
agreement between the Company and Mr. Saeli dated May 8, 2006 and
the employment agreement between the Company and Mr. Sovis dated
February 12, 2009 have been terminated -- other than the
confidentiality, non-competition and non-solicitation provisions
contained therein.  The Company has agreed to pay each of Mr.
Saeli and Mr. Sovis approximately four weeks of his annual salary.

Concurrently with Mr. Saeli's resignation, the Company appointed
Andrew J. Tavi, 36, as its Chief Executive Officer.  Mr. Tavi has
served the Company as Vice President, General Counsel and
Secretary since May 2006 and will continue as the Company's
General Counsel and Secretary. M r. Tavi's annual salary is
$400,000; the other terms of Mr. Tavi's employment are set forth
in his employment agreement with the Company, as previously
disclosed.

Mr. Tavi joined the Company in November 2005 as Deputy General
Counsel. Prior to joining the Company, Mr. Tavi was senior counsel
at the law firm of Foley & Lardner LLP.

Mr. Sovis' duties will be assumed by David J. Fallon, Chief
Financial Officer of the Company.

                  About Noble International

Based in Troy, Michigan, Noble International, Ltd., provides of
21st Century Auto Body Solutions primarily to the automotive
industry.  Noble utilizes laser-welding, roll-forming and other
technologies to produce flat, tubular, shaped and enclosed formed
structures used by original equipment manufacturers (OEMs) or
their suppliers in automobile applications, including doors,
fenders, body side panels, pillars, bumpers, door beams, load
floors, windshield headers, door tracks, door frames and glass
channels.  The Company operates 24 production facilities
worldwide, including two joint ventures in China and one in India.
Thirteen of its facilities are located in North America and the
remaining 11 facilities are located primarily in Western Europe.
In August 2007, Noble completed the purchase of Arcelor's Tailored
Laser-Welded Blank operation.


NOBLE INTERNATIONAL: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Noble International, Ltd.
        28213 Van Dyke
        Warren, MI 48093

Bankruptcy Case No.: 09-51720

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Noble Advanced Technologies, Inc.                  09-51730
Noble Land Holdings, Inc.                          09-51732
Noble Manufacturing Group, Inc.                    09-51734
Noble Metal Processing-Kentucky, G.P.              09-51735
Noble Metal Processing, Inc.                       09-51737
Noble Metal Processing-Indiana, Inc.               09-51738
Noble Metal Processing-New York, Inc.              09-51741
Noble Metal Processing-Ohio, LLC                   09-51742
Noble Metal Processing-West Michigan, Inc.         09-51744
Noble Swiss Holdings, LLC                          09-51745
Noble TSA, LLC                                     09-51746
Noble Tube Technologies, LLC                       09-51748
Prototech Laser Welding, Inc.                      09-51751
Tailor Steel America, LLC                          09-51752

Type of Business: The Debtors provide flat, tubular, shaped and
                  enclosed formed structures to automotive
                  original equipment manufacturers and their
                  suppliers, for use in automobile applications,
                  including doors, fenders, body side panels,
                  pillars, bumpers, door beams, load floors,
                  windshield headers, door tracks, door frames,
                  and glass channels.

                  See http://www.nobleintl.com/home.html

Chapter 11 Petition Date: April 15, 2009

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: David G. Dragich, Esq.
                  ddragich@foley.com
                  500 Woodward Avenue, Suite 2700
                  Detroit, MI 48226
                  Tel: (313) 234-7111

The Debtors' financial condition as of January 10, 2009:

Total Assets: $190,763,000

Total Debts: $38,691,000

The Debtors have 23,673,00 shares of common stock.  ArcelorMittal
S.A. holds 49.9% interest, or 11,814,005 common stock.

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Whitebox Combined Partners LP  Note              $13,637,000
3033 Excelsior Blvd., Ste. 300
Minneapolis, MN 55416
Attn: Jonathan Wood, CFO
Tel: (612) 253-6001
Fax: (612) 253-6151

Whitebox Convertible           Note              $12,588,000
Arbitrage Partners, L.P.
3033 Excelsior Blvd.
Suite 300
Minneapolis, MN 55416
Attn: Jonathan Wood, CFO
Tel: (612) 253-6001
Fax: (612) 253-6151

DCX - DaimlerChrysler Corp.    Trade             $9,985,993
P.O. Box 98298
Chicago, IL 60693-8298
Attn: Customer Service
Tel: (248) 576-8430

DaimlerChrysler Corp.          Trade             $3,871,686
P.O. Box 98298
Chicago, IL 60693-8298
Tel: (248) 576-8430

Whitebox Special               Note              $3,000,000
Opportunities Fund Partners
Series B, LP
3033 Excelsior Blvd.
Suite 300
Tel: (612) 253-6001
Fax: (612) 253-6151

HFR RVA Combined Master        Note              $1,775,000
Trust
3033 Excelsior Blvd.
Suite 300
Minneapolis, MN 55416
Attn: Jonathan Wood, CFO
Tel: (612) 253-6001
Fax: (612) 253-6151

STS                            Trade             $1,603,500
4315 3 Mile Road NW
Grand Rapids, MI 49534

Whitebox Diversified           Note              $1,500,000
Convertible Arbitrage
Partners, LP
3033 Excelsior Blvd.
Suite 300
Minneapolis, MN 55416
Attn: Jonathan Wood, CFO
Tel: (612) 253-6001
Fax: (612) 253-6151

Chrysler Corporation           Trade             $1,452,068
Preferred Industries, Inc.
11 Ash Drive
Kimball, MI 48074
Attn: Alex or Frisco
Tel: (810) 364-4090
Fax: (810) 364-3560

Preferred Industries, Inc.     Trade             $600,244
11 Ash Drive
Kimball, MI 48074
Attn: Alex or Frisco
Tel: (810) 364-4090
Fax: (810) 364-3560

Ford Motor Company             Trade             $572,911
Metals USA - Walker
4407 Collection Center Drive
Chicago, IL 60693
Attn: Doug DeBlaay
Tel: (616) 453-4800
Fax: (847) 291-8107

Metals USA - Walker            Trade             $369,095
4407 Collection Center Drive
Chicago, IL 60693
Attn: Doug DeBlaay
Tel: (616) 453-4800
Fax: (847) 291-8107

Grand Blanc Weld Tool Center   Trade             $339,220
8201 Industrial Park Drive
Grand Blanc, MI 48480-0135
Attn: Lori Kirsammer

GM Corporate Brokering         Trade             $299,668
P.O. Box 71217
Chicago, IL 60694-1217
Attn: Ext 9576
Tel: (810) 573-8877

Utica Enterprises              Trade             $227,677
13231 23 Mile Road
Shelby Township, MI
48315-2713
Tel: (586) 726-4300

Banc of America Leasing        Trade             $227,259
and CA Capital LLC
P.O. Box 100916
Atlanta, GA 30384-0916

Demmer Corporation             Trade             $220,125
75 Remittance Drive
Suite 3053
Chicago, IL 60675-3053

Ford Motor Company/Steel       Trade             $218,026
P.O. Box 77671
Detroit, MI 48278

Challenge Mfg.                 Trade             $187,485
3079 Three Mile Road NW
Walker, MI 49534
Tel: (616) 453-0870

Lee Steel Corporation          Trade             $182,477
20700 Civic Center Dr
Suite 200
Southfield, MI 48076
Attn: Tom Dybalski

Metro Welding Supply Corp      Trade             $167,341
12620 Southfield
Detroit, MI 48223
Attn: Gary Stoneback

SHB Masters, LLC               Trade             $144,363
120 N. LaSalle Street
35th Floor
Chicago, IL 60602
Attn: Jeff Plack

GM - General Motors Corp.      Trade             $137,838
Delphi Saginaw Tower Bldg.
515 N. Washington, 7th Floor
Saginaw, MI 48607
Attn: Polly Allen
Tel: (517) 757-7205
Fax: (517) 757-7072

BBDO Detroit CRM, Inc.         Trade             $136,719
840 West Long Lake Road
Troy, MI 48098
Attn: Mark Wenrick

Acemco Automotive              Trade             $125,612
1115 Reliable Parkway
Chicago, IL 60686

Control Logistics, LLC         Trade             $108,421
36500 Ford Road, Suite 371
Westland, MI 48185
Attn: Gator Gadigian

Gulf Coast Business Credit     Trade             $94,262
P.O. BOX 203644
Houston, TX 77216-3644
Attn: Dee Dickman

GM Corp. Brokering             Trade             $84,414
P.O. Box 71217
Chicago, IL 60694-1217
Attn: Ext 9576
Tel: (810) 573-8877

Honda Trading America-         Trade             $79,193
Alabama
PO Box 71-1710
Columbus, OH 43271-1710
Attn: Doris Williams
Tel: (205) 355-6600
Fax: (205) 355-6620

Chrysler/Mittal.               Trade             $79,070
P.O. Box 98298
Chicago, IL 60693-8298
Tel: (248) 576-8430

The petition was signed by David J. Fallon, chief financial
officer.


NORTH PORT: Court to Hear Stichter Riedel's Employment on April 23
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, on an interim basis, North Port Gateway, LLC to employ
Stichter, Riedel, Blain & Prosser, P.A., as counsel.

A final hearing will be held at the status conference scheduled
for April 23, 2009, at 3:00 p.m. at Courtroom 9B, Sam M. Gobbons
U.S. Courthouse, 801 N. Florida Avenue, Tampa, Florida.

Stichter Riedel is expected to:

   a) render legal advise with regards to the Debtor's powers and
      duties as debtor-in-possession, the continued operation 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;

   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 prepare 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 this
      Chapter 11 case.

The hourly rates of lawyers working in the case are:

     Don M. Stichter                $475
     Harley E. Riedel               $475
     Scott A. Stichter              $375

Mr. Stichter told the Court that the hourly rates of other
professionals are:

     Partners                     $275 - $475
     Associates                   $210 - $275
     Paralegals                    $90 - $150

Mr. Stichter added that Stichter Riedel received a $50,000
retainer to be applied to services rendered.

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

Mr. Stichter can be reached at:

     Stichter, Riedel, Blain & Prosser, P.A.
     1342 Colonial Blvd Suite H57
     Fort Myers, Florida 33907-1009
     Tel: (239) 939-5518

                   About North Port Gateway, LLC

Headquartered Sarasota, Florida, North Port Gateway, LLC, is a
developer of an 88-acre retail and office project called Sumter
Crossing.  North Port filed for Chapter 11 protection on March 30,
2009 (Bankr. M. D. Fla. Case No. 09- 06029).  The Debtor listed
assets and debts of $10 million to $50 million apiece.


PACIFIC ENERGY: Opposes Union Oil's Claim on Alaska Revenue
-----------------------------------------------------------
Pacific Energy Resources Ltd. appeared before the U.S. Bankruptcy
Court for the District of Delaware yesterday for resolution of a
complicated question of Alaskan oil and gas law arising in the
Debtor's bankruptcy, Bloomberg's Bill Rochelle said.

According to Bill Rochelle, Pacific Energy, an oil and gas
exploration and development company, has a working interest in a
field in Alaska where Union Oil Co. of California is the co-owner
and operator.  Production is sold to an affiliate of Tesoro Corp.

Contending that Pacific Energy was $26 million behind in payments
for operating expenses, Union Oil filed a motion in March asking
the bankruptcy judge for authority to offset the debt against what
it otherwise would pay to Pacific Energy from the income from
Tesoro.

The Company and the creditors' committee contend in their
opposition papers that bankruptcy law combined with Alaska law
doesn't give Union Oil a valid secured claim against the revenue
from Tesoro.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com-- engages in the acquisition and
development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for Chapter
11 protection on March 8, 2009 (Bankr. D. Del. Lead Case No. 09-
10785).  James E. O'Neill, Esq., Kathleen P. Makowski, Esq., and
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Rutan & Tucker LLP as their corporate counsel;
Schully, Roberts, Slattery & Marino as special oil and gas
counsel; Devlin Jensen as Canadian counsel; Zolfo Cooper as
financial advisor; Lazard Freres & Co. LLC and Albrecht &
Associates Inc. as investment bankers; and Omni Management Group
LLC as noticing and claims agent.  When the Debtors filed for
protection from their creditors, they listed assets and debts
between $100 million and $500 million each.


PHARMENG INT'L: Default Notice Cues Bankruptcy Filing Under BIA
---------------------------------------------------------------
PharmEng International Inc. and certain of its wholly owned
subsidiaries have filed a Notice of Intention to make a Proposal
under the Bankruptcy & Insolvency Act (Canada).

The Company also said notices of default have been provided to the
Company as of April 9, 2009 and April 13, 2009, in relation to two
of its credit obligations for an aggregate of roughly $7 million.
One of the Company's creditors, BHC Interim Funding II, L.P. has
provided notice to the Company that it elects to exercise its
voting power pursuant to a stock pledge agreement that it entered
into with the Company dated December 21, 2007.  The Company is
also in default under its credit facility and term loan with
Landsbanki Islands h.f. in the aggregate amount of approximately
$14 million.

A. Farber & Partners Inc., a licensed trustee, has accepted its
appointment as trustee under the Proposal of the Company.

PharmEng's day-to-day operations will continue uninterrupted
throughout the NOI process while the Company undertakes to
restructure and implement a plan of reorganization of the Company.
The objective of filing the NOI is to regain the Company's
financial footing. Of paramount importance to the Company is to
retain its customers throughout the process by providing no
disruption to service levels.

                    About PharmEng International

PharmEng International Inc. (CA:PII) -- http://www.pharmeng.com/
-- headquartered in Toronto, Canada, is a full-service consulting
and contract manufacturing company that serves the pharmaceutical
and biotechnology industries in North America and internationally.
Consulting services include project management, engineering, GMP,
validation, calibration, regulatory compliance and certified
training.  Contract manufacturing includes pharmaceutical support,
formulation development, laboratory testing, and finished solid
dosage and liquid products.  PharmEng's shares trade on the TSX
Venture Exchange under the symbol PII.


PRECISION PARTS: Announces Change in Corporate Names of 4 Debtors
-----------------------------------------------------------------
PPI Holdings, Inc., et al., has noticed the U.S. Bankruptcy Court
for the District of Delaware that effective as of April 1, 2009,
certain of the Debtors have changed their corporate names.

MPI International Holdings, Inc. has changed its name to PPI Sub
1, Inc.  MPI International, Inc. has changed its name to PPI Sub
1A, Inc., Skill Tool & Die Holdings Corp. has changed its name to
PPI Sub 2, Inc., and Skill Tool & Die Corp. has changed its name
to PPI Sub 2A, Inc.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap,
Esq., at Pepper Hamilton LLP, represent the Debtors as lead
counsel.  David M. Fournier, Esq., at Pepper Hamilton LLP,
represents the Debtors as Delaware counsel.  Alvarez & Marsal
North America LLC is the Debtor's financial advisors and Kurtzman
Carson Consultants LLC is the Debtors' lead claims, noticing and
balloting agent.  When PPI Holdings, Inc. filed for protection
from its it listed assets of between $100 million and
$500 million, and the same range of debt.

In its schedules, however, PPI Holdings listed zero assets and
only $447,140 in debts.  Precision Parts International Services
Corp. listed $227.6 million in assets and zero amount of debt.
MPI International, Inc., listed assets of $109.2 million and
$26.1 million in debts.  PPI Sub-Holdings, Inc., listed zero
assets, and $94.4 million in debts.


PRECISION PARTS: Wants Plan Filing Period Extended to July 13
-------------------------------------------------------------
Precision Parts International Services Corp. and its affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend their exclusive periods within which to file and solicit
acceptances of a plan of reorganization.

Precision Parts sold substantially all its assets on March 13 to
Cerion LLC.  The Debtors are "engaged in discussions with their
secured lenders regarding the terms of a potential chapter 11
plan, with the goal of effecting a prompt completion of the
administration of these cases while assuring some level of
distribution for the various classes of creditors in the Chapter
11 cases."

Precision Parts wants its plan proposal period extended through
July 13, 2009, and its plan solicitation period through
September 14, 2009.

Headquartered in Rochester Hills, Michigan, Precision Parts
International Services Corp. -- http://www.precisionparts.com/--
sells products to major north American automotive and non-
automotive original equipment manufacturers and Tier 1 and 2
suppliers.  The Debtors operate six manufacturing facilities
throughout north America, including a facility in Mexico operated
on the Debtors' behalf by Intermex Manufactura de Chihuahua under
a shelter and logistics agreement.

The Debtors' operations consist of two distinct lines of business:
MPI, which performs fineblanking work and conventional metal
stamping, as well as a range of value-added finishing operations,
and Skill which performs conventional metal stamping, as well as a
range of assembly and value-added finishing operations.

Four of the Debtors are holding companies that have no employees
and are not involved in the Debtors' day-to-day operations: PPI
Holdings, Inc.; PPI Sub-Holdings, Inc.; MPI International
Holdings, Inc.; and Skill Tool & Die Holdings Corp.

The Company and eight of its affiliates filed for Chapter 11
protection on Dec. 12, 2008 (Bankr. D. Del. Lead Case No.
08-13289).  David M. Fournier, Esq., at Pepper Hamilton LLP; and
Robert S. Hertzberg, Esq., and Deborah Kovsky-Apap, Esq., at
Pepper Hamilton LLP, represent the Debtors in their restructuring
efforts.  The Debtors proposed Alvarez & Marsal North America LLC
as financial advisor and Kurtzman Carson Consultants LLC as
notice, claims and balloting agent.  When the Debtors filed for
protection from their creditors, they listed assets of between
$100 million to $500 million each.


PRIMUS TELECOM: Files Revised Disclosure Statement
--------------------------------------------------
Primus Telecommunications Group Inc. filed a revised disclosure
statement explaining the reorganization plan negotiated with
creditors pre-bankruptcy.

According to Bloomberg's Bill Rochelle, the current draft of the
Disclosure Statement has blanks where creditors eventually will be
told the percentage of their claims they can expect to recover.
The Plan, which reduces $575 million of loans by $315 million, was
hashed out with "significant majorities" of the holders of the
second-lien secured notes, $23.3 million of 5 percent exchangeable
senior notes and $186 million in 8 percent senior notes due 2014.

The Plan would give the second-lien noteholders, owed
$173.2 million, half of the new stock, plus $123 million in new
second-lien debt.  The holders of the 8 percent senior notes and
the 5 percent exchangeable notes are to get the other half of the
new stock, plus warrants.

The holders of the $34.2 million of 3.75 percent convertible
senior notes, the $8.6 million in step-up convertible debentures
and the $14.2 million of 12.75 percent senior notes are to receive
warrants.  Existing stockholders are slated to receive "contingent
value rights" that could be exchanged for 15 percent of the new
stock when the value of the company rises sufficiently.
Primus also has a $96.25 million first-lien term loan that
will be reinstated under the reorganization plan.

The Court will convene a hearing to consider approval of the
Disclosure Statement on April 27.

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTCBB: PRTL) --
http://www.primustel.com-- is an integrated communications
services provider offering international and domestic voice,
voice-over-Internet protocol (VOIP), Internet, wireless, data and
hosting services to business and residential retail customers and
other carriers located primarily in the United States, Canada,
Australia, the United Kingdom and Western Europe.  PRIMUS provides
services over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.


PRIMUS TELECOM: Inks Forbearance with Lenders; to Amend Plan
------------------------------------------------------------
Primus Telecommunications Group, Incorporated has entered into a
forbearance and waiver agreement with a requisite majority of its
First Lien Term Loan lenders.  As part of the agreement, the
Company will file an amended disclosure statement and an amended
plan of reorganization incorporating the terms of the agreement on
or before April 20, 2009.  The agreement requires the parties to
accomplish certain milestones, including the execution of a Term
Loan Amendment that would provide for improved treatment of the
Term Loan lenders upon reinstatement of their debt pursuant to an
amended plan of reorganization, subject to certain noteholder
consent and Bankruptcy Court approval.

A hearing on the adequacy of the disclosure statement has been
scheduled for April 27, 2009.  The Company has proposed that votes
on the plan of reorganization be received by Financial Balloting
Group, the Company's voting agent, by June 5, 2009, unless the
deadline is extended.  The record date for voting has been
proposed for April 27, 2009.  Under this schedule, it is proposed
that solicitation materials will be mailed to creditors of record
on May 4, 2009.  Confirmation hearing has been proposed to be
scheduled for June 12, 2009.

"I am pleased that we were able to reach agreement with the Term
Loan lenders that allows us to move forward with our consensual
financial restructuring in an expedited manner," said K. Paul
Singh, Chairman and Chief Executive Officer. "We now have secured
the approval of all of our major creditor groups that should allow
us to complete expeditiously a successful restructuring of the
balance sheets of our holding companies without any interference
or disruption to our operating subsidiaries. While work remains to
be done, the path has become clear."


QUEBECOR WORLD: Shares Suspended From Trading at TSX
----------------------------------------------------
Quebecor World Inc. has received a written request from the
Toronto Stock Exchange that trading in all of Quebecor World's
outstanding classes and series of securities currently listed on
the TSX be suspended.  In the request letter, the TSX stated its
view that, following the Company's announcement on April 8, 2009
regarding the agreement in principle between Quebecor World and
its key creditor constituencies on the material terms and
conditions of a consolidated restructuring plan that would form
the basis of a comprehensive plan of reorganization, arrangement
or compromise, it is inappropriate for Quebecor World's securities
to continue to trade on the TSX.

As the Company has consistently stated, it is highly unlikely that
its existing Multiple Voting Shares, Redeemable First Preferred
Shares and Subordinate Voting Shares will have any value following
the implementation of any such plan of reorganization, arrangement
or compromise. Based on the foregoing, and in response to the
TSX's written request, the Company has indicated to the TSX that
it does not object to the TSX's position and will comply with its
request that all trading in Quebecor World's securities on the TSX
be suspended.

Consequently, effective after the close of markets on Friday,
April 17, 2009, Quebecor World's Subordinate Voting Shares
("IQW"), Series 3 Preferred Shares ("IQW.PD") and Series 5
Preferred Shares ("IQW.PC") will be suspended from trading on the
TSX, which suspension will remain in place until the effectiveness
of any reorganization, arrangement or compromise relating to
Quebecor World and its subsidiaries under the ongoing insolvency
proceedings.

Shareholders may contact their financial institutions, brokers or
financial advisors to obtain more details on trading alternatives
including the over-the-counter market.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on January
20, 2008.  The following day, 53 of QWI's U.S. subsidiaries,
including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.


RELIANT CHANNELVIEW: Fairness Doesn't Matter in Breakup Fees
------------------------------------------------------------
The notion of "fundamental fairness" isn't to be considered when a
bankruptcy court decides whether to authorize a breakup fee in
connection with the auction of a bankrupt's property, U.S.
District Judge Joseph Farnan from the District of Delaware ruled
March 31.

Kelson Energy Inc., an independent power producer, appealed last
year's decision by the bankruptcy court refusing to approve a
$15 million breakup fee in connection with the sale of the 830-
megawatt Channelview power plant near Houston owned by an
affiliate of Reliant Energy Inc.

Reliant Channelview and three other affiliates filed for
bankruptcy with the stated intent of pursuing a sale of
substantially all of their assets.  Following a 10-month sale
process, the Debtors inked an agreement in February 2008 to sell
their assets to Kelson for $468 million.

Although Kelson signed the first contract for a price that would
have paid all creditors in full, the bankruptcy judge ordered
Reliant to conduct an auction when the company didn't see the need
for one.  The bankruptcy judge also refused to approve a $15
million breakup fee if Kelson were outbid at the subsequent
auction.

The auction was held on April 8, 2008, and GIM Channelview
Cogeneration, LLC, emerged as the winning bidder.  GIM offered
$500 million for the assets.  The GIM Sale proceeds were
sufficient to pay all creditor claims in full and provide a
recovery to interest holders.

Kelson appealed after the sale was approved.  In December, Judge
Farnan denied a motion to dismiss the appeal.

Judge Farnan held on March 31 that approving a breakup fee doesn't
turn on whether the bankrupt company is exercising reasonable
business judgment.  Instead, Judge Farnan ruled that the 3rd
U.S. Circuit Court of Appeals teaches that breakup fees are won or
lost based on the bankruptcy statute and a determination of
whether the fee is "actually necessary to preserve the value of
the estate."

Judge Farnan said bankruptcy courts must follow the command of the
statute and may not judge breakup fees by an equitable notion of
"fundamental fairness."

A breakup fee is a payment typically given to whoever signs the
first contract to buy a bankrupt's property.  The fee would be
earned and paid if another bidder raises the price and emerges as
the winner at auction.  In Delaware, breakup fees are typically as
much as 3 percent of the value of the contract.

            About Reliant Energy Channelview

Based in Houston, Reliant Energy Channelview L.P. owns a power
plant located near Houston, and is an indirect wholly owned
subsidiary of Reliant Energy Inc. -- http://www.reliant.com/--
The company and its three affiliates, Reliant Energy Channelview
(Texas) LLC, Reliant Energy Channelview (Delaware) LLC, and
Reliant Energy Services Channelview LLC filed for chapter 11
protection on Aug. 20, 2007 (Bankr. D. Del. Lead Case No.
07-11160).  Jason M. Madron, Esq., Lee E. Kaufman, Esq., Mark D.
Collins, Esq., Paul Noble Heath, Esq., Richards, Robert J. Stearn
Jr., Esq., at Layton & Finger P.A., and Timothy P. Cairns,
Pachulski Stang Ziehl & Jones represent the Debtors.  The U.S.
Trustee for Region 3 appointed an Official Committee of Unsecured
Creditors in these cases.  David B. Stratton, Esq., and Evelyn J.
Meltzer, Esq., at Pepper Hamiltion LLP, represent the Committee.
When the Debtors filed for protection from their creditors,
they listed total assets of $362,000,000 and total debts of
$342,000,000.


ROOSEVELT LOFTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Roosevelt Lofts, LLC
        860 S Figueroa St 24th Fl
        Los Angeles, CA 90017

Bankruptcy Case No.: 09- 14214

Type of Business: The Debtor is a luxury condominium project in
                  downtown Los Angeles.  Local developer Milbank
                  Real Estate owned the Debtor.

Chapter 11 Petition Date: April 13, 2009

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: David L. Neale, Esq.
                  dln@lnbrb.com
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Kultur Flooring USA Inc.                         $816,388
7777 N. Caldwell Avenue
Niles, IL 60714

Muir-Chase Plumbing Co.                          $788,950
1940 Gardena Avenue
Glendale, CA 91204

Chase Construction Inc.                          $566,000
1825 Pandora Avenue
Los Angeles, CA 90025

Pepper Development Services                      $315,000

A-American Flooring                              $233,000

Kadima Security Services Inc.                    $189,455

Accent Refinishing Company                       $85,374

ACCO Engineering Systems                         $82,300

Lightworks                                       $60,523

Bontempl USA                                     $57,474

Time Winter Inc.                                 $52,409

Commercial Scaffolding of CA Inc.                $38,111

Parking Automation Systems Inc.                  $31,424

Henri Specialties                                $27,469

Simpson Gumpetz & Heger                          $25,708

Infinity Metal                                   $21,896

Crenshaw Lumber                                  $17,779

Stuart Dean Company                              $17,211

Schafer's Parking Lot Services                   $13,150

Century Shower Doors                             $11,590

The petition was signed by M. Aaron Yashouafar, president.


ROOSEVELT LOFTS: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
Curbed LA reports that Roosevelt Lofts, LLC, has filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
Central District of California.

Court documents say that Roosevelt Lofts listed $100,000,000 to
$500,000,000 in assets and $50,000,000 to $100,000,000 in
liabilities.

According to Curbed LA, Roosevelt Lofts filed for bankruptcy
mainly due to actions taken by the Bank of America, the
construction lender, which refused to let the Debtor start closing
units at The Roosevelt.

The Roosevelt Lofts building has had a rocky year of move-in
delays and a lawsuit, Curbed LA relates.  According to the report,
a group of buyers are suing owner Milbank Real Estate, claiming
that their deposits weren't returned.  Typically deposits are put
in escrow so the buyers' money is probably safe, the report
states, citing Bill Pham, a partner at McKenna Long & Aldridge
that is representing the complainants.

"The [bankruptcy] filing may result in a stay against our lawsuit,
I will have to look to see what they are filing," Curbed LA quoted
Mr. Pham as saying.

Los Angeles, California-based Roosevelt Lofts, LLC, is owned by
local developer Milbank Real Estate.


SANITEC INDUSTRIES: Court OKs Plan, Firm Emerges from Chapter 11
----------------------------------------------------------------
Sanitec Industries, Inc., has successfully emerged from its
Chapter 11 case.  The U.S. Bankruptcy Court for the Central
District of California ruled on April 13 that the plan of
reorganization submitted by Sanitec Industries should be confirmed
thus clearing the way for the Company to end its bankruptcy case.
In addition to confirming Sanitec Industries reorganization plan,
the Court approved Sanitec Industries' rejection of a disputed
license agreement with MicroWaste Corporation.  MicroWaste said
that the license agreement allowed it to manufacture and sell
medical processing equipment using Sanitec Industries' patented
technology.

In approving Sanitec's plan, which provides for the full payment
of Sanitec Industries' creditors over a period of time, the Hon.
Maureen Tighe denied an onslaught of motions filed by MicroWaste
Corporation to try to derail the plan.  Finding that MicroWaste's
efforts "bordered on bad faith", Judge Tighe overruled every
argument made by MicroWaste in an attempt to sidetrack Sanitec
Industries plan to repay its creditors and emerge from bankruptcy.

According to Sanitec Industries' president, James Harkess, "The
Court's approval today triumphantly marks the end to a long
tedious battle that ultimately opens the door for a whole new
generation of Sanitec Technology."

Mr. Harkess went on to explain, "We are now moving into the
future, turning disinfected medical waste into bio fuels . . .
diesel, grease and gasoline.  Sanitec's Green Recycling Programs
are also developing a reusable industrial grade co-mingled
plastics market, aimed at keeping millions of our client's
disinfected medical waste out of the world's landfills."

Joe Delloiacovo, Vice President of Business Development and
Regulatory Affairs, stated that "Sanitec Industries has several
unit sales pending as international customers await permits and/or
are closing on financing arrangements."

These Sanitec Microwave Disinfection Units are to be assembled in
Elkhart, Indiana.  Purposely chosen by Mr. Harkess to help
jumpstart that area's manufacturing economy, and to coincide with
the opening of his newest treatment and recycling facility,
Sanitec of Indiana, located at 2020 Montcalm Street, Indianapolis,
Indiana as early as mid-May of 2009.

Headquartered in Sun Valley, California, Sanitec Industries Inc.
-- http://www.sanitecindustries.com/-- is the global patent
holder for the Sanitec(R) Microwave Healthcare Waste
Disinfection System(TM).  The company's facilities that are
operating both at hospitals and at regional waste treatment
centers in the United States and in six foreign countries
(Brazil, England, Canada, Japan, Korea, and Saudi Arabia),
process infectious medical waste.

The company filed for Chapter 11 protection on July 5, 2007
(Bankr. C.D. Calif. Case No. 07-12307).  Jeffry A. Davis, Esq.,
in San Diego, California, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date in this case.  When the
Debtor filed for bankruptcy, its listed estimated assets and
debts between US$1 million and US$100 million.


SILICON GRAPHICS: Wants to Compel Super Micro to Free Goods
-----------------------------------------------------------
Silicon Graphics Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to compel supplier Super Micro
Computer Inc. to complete the delivery of $32,000 in goods.

According to Bloomberg's Bill Rochelle, Silicon Graphics says it
was being prevented from producing $34 million in goods for the
U.S. Army by Super Micro.

Silicon Graphics says the goods were shipped just before
bankruptcy by Super Micro.  Although the goods were in the hands
of an air-freight company and title had passed, Super Micro
instructed the freight company not to deliver.

After failing to resolve the dispute with the supplier, Silicon
Graphics has asked the Bankruptcy Court to order Super Micro to
free up the goods.

Silicon Graphics says the supplier is entitled to an
administrative expense claim allowing it to be paid in full.

                    About Silicon Graphics Inc.

Headquartered in Sunnyvale, California, Silicon Graphics Inc. --
http://www.sgi.com/-- delivers an array of server, visualization,
and storage software.

This is the second bankruptcy filing for Silicon Graphics.  The
Debtors first filed for Chapter 11 on May 8, 2006 (Bankr. S.D.N.Y.
Case Nos. 06-10977 through 06-10990).  Gary Holtzer, Esq., and
Shai Y. Waisman, Esq., at Weil Gotshal & Manges LLP, represent the
Debtors in their restructuring efforts.  The Court confirmed
the Debtors' Plan of Reorganization on Sept. 19, 2006.  When the
Debtors filed for protection from their creditors, they listed
total assets of $369,416,815 and total debts of $664,268,602.

The Company and 14 of its affiliates filed for protection for the
second time on April 1, 2009 (Bankr. S.D. N.Y. Lead Case No.
09-11701).  Mark R. Somerstein, Esq., at Ropes & Gray LLP,
represents the Debtors in their restructuring efforts.  The
Debtors proposed Davis Polk & Wardell as their corporate counsel;
AlixPartners LLC as restructuring advisor; Houlihan Lokey Howard &
Zukin Capital, Inc., as financial advisor; and Donlin, Recano &
Company, Inc., as claims and noticing agent.  When the Debtors
filed for protection from their creditors, they listed
$390,462,000 in total assets and $526,548,000 in total debts as of
2008.


SIX FLAGS: CEO to Get $3 Million in Restructuring or Chapter 11
---------------------------------------------------------------
Six Flags Inc. set a $3 million "success bonus" for Chief
Executive Officer Mark Shapiro to be awarded if the Company
restructures its debt out of court or goes through Chapter 11
reorganization.

On April 9, 2009, Six Flags entered into new employment agreements
with:

    - Mark Shapiro, its President and Chief Executive Officer,
    - Jeffrey R. Speed, its Executive VP and CFO,
    - Louis Koskovolis, its EVP, Corp. Alliances - Sponsorship,
    - Mark Quenzel, its EVP, Park Strategy and Management,
    - Andrew M. Schleimer, its EVP, Strategic Development and In-
        Park Services and
    - Michael Antinoro, its EVP, Entertainment and Marketing.

The Agreements provide for each executive's continued employment
with the Company in his current position during the four year
period expiring on April 1, 2013, unless sooner terminated by
either party.

The Agreements provide for these annual base salary and
target bonus amounts for the executives:

                      Base Salary ($)     Target Bonus ($)
                      ---------------     ----------------
     Shapiro            1,300,000           1,300,000
     Speed                775,000            100% (of Base Salary)
     Koskovolis           650,000               500,000
     Quenzel              500,000               500,000
     Schleimer            500,000               400,000
     Antinoro             400,000               500,000

The Agreements did not increase the rate of base salary for any of
the executives from their current levels.  The maximum annual
bonus Mr. Shapiro may receive for any fiscal year is $2.6 million.
The minimum annual bonus Mr. Speed will receive for any fiscal
year is $250,000. Bonuses will be determined based upon the level
of achievement of the following performance parameters:

Budgeted Adjusted EBITDA, Budgeted Free Cash Flow, Budgeted
Attendance, Budgeted In-Park Net Revenue Per Capita and Budgeted
Sponsorship/Licensing Revenue (each weighted 20% each), except
that (i) 50% of Mr. Shapiro's bonus will be based on the
attainment of the Adjusted EBITDA target (with the remaining
targets weighted 12.5% each), and (ii) 50% of Mr. Koskovolis'
bonus will be based on the attainment of the Sponsorship Revenue
target (with the remaining targets weighted 12.5% each). No
bonuses are payable if 90% of the Adjusted EBITDA target is not
obtained, except for Mr. Koskovolis, who will be entitled to 50%
of his bonus amount if the Sponsorship Revenue target is
satisfied.

Upon the earlier of the closing of an exchange offer for the
Company's Senior Notes or the Company's emergence from a Chapter
11 bankruptcy (a "Triggering Event"), the executives will be
entitled to receive success bonuses in the following amounts:

                           Success Bonus ($)
                           -----------------
            Shapiro            3,000,000
            Speed                750,000
            Koskovolis           325,000
            Quenzel              250,000
            Schleimer            250,000
            Antinoro             200,000

Success bonuses are payable in a lump sum cash payment within ten
business days of the Triggering Event, except that $1,000,000 of
Mr. Shapiro's success bonus will become payable on the first
anniversary of the Triggering Event (subject to his continued
employment through such date) or, earlier, upon the termination of
Mr. Shapiro's employment without "cause," for "good reason,"
without "good reason" in connection with a "change in control" or
"significant change in board composition," or due to death or
"disability".

Copies of the Agreements are available at:

                  http://researcharchives.com/t/s?3b76

                          About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                          *     *     *

According to the Troubled Company Reporter on March 13, 2009,
Six Flags said it does not have sufficient cash to redeem
$287.5 million in Preferred Income Equity Redeemable Shares on
August 15, 2009.

As of December 31, 2008, Six Flags had $3.03 billion in total
assets, including $210.3 million in cash and cash equivalents;
$2.11 billion in total long-term debt, and $2.36 billion in total
debt, excluding $123.1 million in debt at December 31, 2004,
which had been called for prepayment; and $443.8 million in
stockholders' deficit.

Given the current negative conditions in the economy generally and
the credit markets in particular, Six Flags said there is
substantial uncertainty that it will be able to effect a
refinancing of its debt on or prior to maturity or the PIERS prior
to their mandatory redemption date on August 15, 2009.

"As a result of these factors, there is substantial doubt about
our ability to continue as a going concern unless a successful
restructuring occurs," Six Flags said.

Six Flags Inc., has reportedly hired Paul Hastings Janofsky &
Walker as bankruptcy counsel and investment bank Houlihan Lokey
Howard & Zukin to negotiate with creditors, including its banks,
bondholders, and preferred shareholders.

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings has downgraded Six Flags, Inc. and its subsidiaries
-- Six Flags (Issuer Default Rating to 'CC' from 'CCC'; and Senior
unsecured notes, including the 4.5% convertible notes, to 'C/RR6'
from 'CC/RR6'); Six Flags Operations Inc. (IDR to 'CC' from 'CCC';
and Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'); and Six
Flags Theme Park Inc. (IDR to 'CC' from 'CCC'; and Secured bank
credit facility to 'B-/RR2' from 'B/RR1').  In addition, Fitch
affirms Six Flags' preferred stock at 'C/RR6'.

As reported by the TCR on April 6, Standard & Poor's Ratings
Services withdrew its ratings on New York, New York-based Six
Flags Inc. and its subsidiaries, including the 'CCC' corporate
credit rating, at the Company's request.


SIX FLAGS: NY Stock Exchange Delists Firm's Common Stock & PIERS
----------------------------------------------------------------
Six Flags, Inc., has been notified that the Company's common stock
and Preferred Income Equity Redeemable Shares ("PIERS") are being
suspended from trading on the New York Stock Exchange because the
Company failed to meet the NYSE's quantitative listing criteria.
The Company has been informed that trading will be suspended prior
to the market opening on April 20, 2009.  The Company expects that
its common stock and the PIERS will be traded on the over-the-
counter market and quoted on the OTC Bulletin Board upon delisting
from the NYSE.

"The delisting of our common stock is a by-product of the
inherited debt load on our balance sheet and the overall financial
markets.  In no way does it reflect the operational strength or
turnaround of this company," said Six Flags President and CEO Mark
Shapiro.  "This development will have zero impact on our park
operations, the guest experience this summer or our vendor
relationships."

Under applicable NYSE procedures, the Company has ten business
days from the receipt of the NYSE's notification of suspension to
submit a request for a review of the NYSE's decision to suspend
trading of the Company's common stock and the PIERS. The Company
does not intend to appeal the NYSE's decision.  Failure to be
listed on the NYSE does not constitute a default under any of the
Company's debt instruments.

The Company has retained financial and legal advisors to assist
the Company in restructuring its outstanding debt and preferred
securities, which is anticipated to result in the issuance of a
significant number of shares of common stock to the holders of the
Company's restructured securities.  If successfully consummated,
the Company believes that the restructuring will allow the Company
to qualify for listing on a national securities exchange.

                          About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                          *     *     *

According to the Troubled Company Reporter on March 13, 2009,
Six Flags said it does not have sufficient cash to redeem
$287.5 million in Preferred Income Equity Redeemable Shares on
August 15, 2009.

As of December 31, 2008, Six Flags had $3.03 billion in total
assets, including $210.3 million in cash and cash equivalents;
$2.11 billion in total long-term debt, and $2.36 billion in total
debt, excluding $123.1 million in debt at December 31, 2004,
which had been called for prepayment; and $443.8 million in
stockholders' deficit.

Given the current negative conditions in the economy generally and
the credit markets in particular, Six Flags said there is
substantial uncertainty that it will be able to effect a
refinancing of its debt on or prior to maturity or the PIERS prior
to their mandatory redemption date on August 15, 2009.

"As a result of these factors, there is substantial doubt about
our ability to continue as a going concern unless a successful
restructuring occurs," Six Flags said.

Six Flags Inc., has reportedly hired Paul Hastings Janofsky &
Walker as bankruptcy counsel and investment bank Houlihan Lokey
Howard & Zukin to negotiate with creditors, including its banks,
bondholders, and preferred shareholders.

As reported by the TCR on April 6, 2009, Standard & Poor's Ratings
Services withdrew its ratings on Six Flags Inc. and its
subsidiaries, including the 'CCC' corporate credit rating, at the
Company's request.

According to the TCR on March 18, 2009, Fitch Ratings cut its
issuer default rating on Six Flags to 'C' from 'CC'.


SIX FLAGS: Will Pay CEO Mark Shapiro $3 Million Bonus
-----------------------------------------------------
Six Flags Inc. will pay CEO Mark Shapiro a $3 million "success
bonus" if the Company restructures its debt out of court or goes
through Chapter 11 reorganization.

Six Flags said in a filing with the U.S. Securities and Exchange
Commission that the bonus is part of an employment agreement with
Mr. Shapiro that was extended through April 1, 2013.  According to
Statesman.com, five other managers also had contracts extended
with such bonuses.

On April 9, 2009, Six Flags entered into new employment agreements
with:

     -- Mr. Shapiro;

     -- Jeffrey R. Speed, the Company's Executive Vice President
        And Chief Financial Officer;

     -- Louis Koskovolis, the Company's Executive Vice President,
        Corporate Alliances - Sponsorship;

     -- Mark Quenzel, the Company's Executive Vice President, Park
        Strategy and Management;

     -- Andrew M. Schleimer, the Company's Executive Vice
        President, Strategic Development and In-Park Services; and

     -- Michael Antinoro, the Company's Executive Vice President,
        Entertainment and Marketing.

The new agreements supersede and replace the existing employment
agreements.  The new agreements provide for each executive's
continued employment with the Company in his current position
during the four-year period expiring on April 1, 2013, unless
sooner terminated by either party.

The new agreements provide for the following annual base salary
and target bonus amounts for the executives:

                  Base Salary ($)       Target Bonus ($)
                  ---------------       ----------------
   Shapiro            1,300,000             1,300,000
   Speed                775,000             100% (of Base Salary)
   Koskovolis           650,000               500,000
   Quenzel              500,000               500,000
   Schleimer            500,000               400,000
   Antinoro             400,000               500,000

The new agreements did not increase the rate of base salary for
any of the executives from their current levels.  The maximum
annual bonus Mr. Shapiro may receive for any fiscal year is
$2.6 million.  The minimum annual bonus Mr. Speed will receive for
any fiscal year is $250,000.  Bonuses will be determined based
upon the level of achievement of these performance parameters:
Budgeted Adjusted EBITDA, Budgeted Free Cash Flow, Budgeted
Attendance, Budgeted In-Park Net Revenue Per Capita and Budgeted
Sponsorship/Licensing Revenue (each weighted 20% each), except
that (i) 50% of Mr. Shapiro's bonus will be based on the
attainment of the Adjusted EBITDA target (with the remaining
targets weighted 12.5% each), and (ii) 50% of Mr. Koskovolis'
bonus will be based on the attainment of the Sponsorship Revenue
target (with the remaining targets weighted 12.5% each).  No
bonuses are payable if 90% of the Adjusted EBITDA target is not
obtained, except for Mr. Koskovolis, who will be entitled to 50%
of his bonus amount if the Sponsorship Revenue target is
satisfied.

Upon the earlier of the closing of an exchange offer for the
Company's Senior Notes or the Company's emergence from a Chapter
11 bankruptcy (a "Triggering Event"), the executives will be
entitled to receive success bonuses in these amounts:

                           Success Bonus ($)
                           -----------------
            Shapiro            3,000,000
            Speed                750,000
            Koskovolis           325,000
            Quenzel              250,000
            Schleimer            250,000
            Antinoro             200,000

Success bonuses are payable in a lump sum cash payment within 10
business days of the Triggering Event, except that $1,000,000 of
Mr. Shapiro's success bonus will become payable on the first
anniversary of the Triggering Event (subject to his continued
employment through such date) or, earlier, upon the termination of
Mr. Shapiro's employment without "cause," for "good reason,"
without "good reason" in connection with a "change in control" or
"significant change in board composition," or due to death or
"disability".

In addition, upon the occurrence of a Triggering Event, the
Company will grant stock options and restricted stock to the
executives representing the following percentages of the Company's
then outstanding shares of common stock:

                     Restricted Stock (%)        Stock Option (%)
                     --------------------        ----------------
            Shapiro           1.25                       1.25
            Speed             0.625                      0.625
            Koskovolis        0.375                      0.375
            Quenzel           0.375                      0.375
            Schleimer         0.375                      0.375
            Antinoro          0.375                      0.375

The restricted stock will vest ratably over four years and the
stock options will cliff vest after four years, subject in each
case to an executive's continued employment through the applicable
vesting date.

Severance will become payable under the Agreements upon
termination of an executive's employment without "cause" or for
"good reason" during the contract term.  Mr. Shapiro would be
entitled to receive, in addition to a pro-rated target bonus, a
lump sum cash amount equal to the greater of (a) the sum of his
base salary and target bonus for the remaining balance of the
contract term, or (b) three times the sum of his base salary and
bonus (calculated based on his annual bonus for the prior year).
Mr. Speed would be entitled to receive the greater of (a) the sum
of his base salary and target bonus for the remaining balance of
the contract term, or (b) two times the sum of his base salary and
target bonus.  Each other executive would receive an amount equal
to the sum of the executive's base salary for the remaining
balance of the contract term and the executive's annual bonus for
the prior year.  In addition, each executive will receive twelve
months (36 months for Mr. Shapiro) of continued health and life
insurance coverage and all outstanding stock options and
restricted stock will become fully vested (with stock options
generally remaining exercisable for the balance of their terms).

If Mr. Shapiro terminates his employment without "good reason"
during the 90 day period following a "significant change in board
composition" (i.e., the directors of the Company cease to hold a
majority of seats on the Board, plus two additional Board seats),
in addition to a pro-rated target bonus, Mr. Shapiro will be
entitled to one-half of the severance payments and benefits that
he would receive upon a termination without "cause" and full
vesting of one-half of all unvested options and shares of
restricted stock previously granted to him.  If Mr. Shapiro
terminates his employment without "good reason" during the 90 day
period following a "change in control," in addition to a pro-rated
target bonus, Mr. Shapiro will be entitled to the severance
payments and benefits that he would receive upon a termination
without "cause".  In addition, upon a "change in control" all of
Mr. Shapiro's outstanding stock options and restricted stock fully
vest (with continued exercisability of such stock options for the
balance of their terms, subject to certain limits).

Upon expiration of the contract term, Mr. Shapiro will be entitled
to receive an amount equal to (i) 18 months base salary, plus (ii)
his annual bonus for the prior fiscal year, and all of Mr.
Shapiro's outstanding stock options and restricted stock will
fully vest (with continued exercisability of such stock options
for the balance of their terms, subject to certain limits).  In
addition, upon expiration of the contract term, each executive
will receive a pro-rata target bonus for such year.

Michael S. Rosenwald at Washington Post reports that Six Flags is
facing a payment of more than $300 million to preferred
stockholders in August 2009 that the Company says it cannot
afford.  According to Washington Post, Fitch Ratings had warned
that a "default is imminent or inevitable."

Washington Post relates that Six Flags' debt troubles threaten to
overwhelm Six Flags just as financial analysts and theme park
reviewers say that Daniel Snyder's management team, which includes
several former top ESPN executives, has largely turned around
operations at its theme parks.  Mr. Snyder owns Washington
Redskins and had waged a proxy battle to become Six Flags'
chairperson four years ago, the report states.

Six Flags, even with a turnaround in operations, still has to
clear up more than $2 billion of long-term debt incurred by the
previous owners, according to Washington Post.

Almost all of the bondholders support a debt-for-equity swap,
Washington Post states, citing Six Flags officials.  According to
the report, people familiar with the matter said that a Fidelity
Investments fund owning more than $100 million in bonds due in
2010 has yet to come to the bargaining table.

The bondholder might think a bankruptcy reorganization would be a
better solution than the equity deal Mr. Shapiro is offering,
Washington Post states, citing Fitch Ratings analyst Mike
Simonton.  Mr. Shapiro, according to Washington Post, said that he
thinks the bondholder wants a better deal.  The report quoted Mr.
Shapiro as saying, "You can't do a premium because none of the
other bondholders would do a deal then.  The time is ticking for
them.  We are going to resolve the balance sheet once and for all,
in court or out.  They are going to get less if we do this in
court.  It's in their best interests to do this now."

                          About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional
theme park company with 21 parks across the United States, Mexico
and Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                          *     *     *

According to the Troubled Company Reporter on March 13, 2009,
Six Flags said it does not have sufficient cash to redeem
$287.5 million in Preferred Income Equity Redeemable Shares on
August 15, 2009.

As of December 31, 2008, Six Flags had $3.03 billion in total
assets, including $210.3 million in cash and cash equivalents;
$2.11 billion in total long-term debt, and $2.36 billion in total
debt, excluding $123.1 million in debt at December 31, 2004,
which had been called for prepayment; and $443.8 million in
stockholders' deficit.

Given the current negative conditions in the economy generally and
the credit markets in particular, Six Flags said there is
substantial uncertainty that it will be able to effect a
refinancing of its debt on or prior to maturity or the PIERS prior
to their mandatory redemption date on August 15, 2009.

"As a result of these factors, there is substantial doubt about
our ability to continue as a going concern unless a successful
restructuring occurs," Six Flags said.

Six Flags Inc., has reportedly hired Paul Hastings Janofsky &
Walker as bankruptcy counsel and investment bank Houlihan Lokey
Howard & Zukin to negotiate with creditors, including its banks,
bondholders, and preferred shareholders.

As reported by the TCR on April 6, 2009, Standard & Poor's Ratings
Services withdrew its ratings on Six Flags Inc. and its
subsidiaries, including the 'CCC' corporate credit rating, at the
Company's request.

According to the TCR on March 18, 2009, Fitch Ratings cut its
issuer default rating on Six Flags to 'C' from 'CC'.


SPECIAL DEVICES: Files Chapter 11 Plan and Disc. Statement
----------------------------------------------------------
According to Carla Main and Dawn McCarty of Bloomberg, Special
Devices Inc. filed with the U.S. Bankruptcy Court for the District
of Delaware papers explaining its proposed Chapter 11 plan.

The Plan contemplates that holders of secured claims will receive
either full value or cash, depending on the type of claim.  The
report adds that senior subordinated debt holders may elect to
receive either 5 percent of its claim value in cash or a pro-rata
share of a new stock issue.  A similar plan is contemplated for
holders of general unsecured claims, with stock to be issued from
other classes.

The Court will convene a hearing to consider approval of the Plan
on June 30.

Moorpark, California-based Special Devices Inc. --
http://www.specialdevices.com/-- was founded in the 1950s to
manufacture explosives for film special effects, also makes
initiators for the defense and mining industries.  The company
makes a component that causes car air-bags to deploy.

Special Devices filed for Chapter 11 protection on December 15,
2008 (Bankr. D. Del. 08-13312) after failing to refinance
$73.6 million in debt.  The Hon. Mary F. Walrath oversees the
case.  Jason M. Madron, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., serve as the Debtor's counsel.
Gibson, Dunn & Crutcher LLP acts as special corporate counsel, and
Kurztman Carson Consultants LLC acts as claims agent.  Roberta A.
DeAngelis, The U.S. Trustee for Region 3, appointed four creditors
to serve on an Official Committee of Unsecured Creditors.  Mark R.
Somerstein, Esq., Shuba Satyaprasad, Esq., and Patricia I. Chen,
Esq., at Ropes & Gray LLP, represents the Committee.  When it
filed for bankruptcy, the Debtor estimated both assets and debts
to be between $50 million and $100 million.


SPECTRUM BRANDS: Disclosure Statement Okayed; Plan Hearing in June
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, has approved the Disclosure Statement filed in
connection with Spectrum Brands, Inc.'s proposed pre-negotiated
Plan of Reorganization and has authorized the Company to begin
soliciting approval for its Plan of Reorganization.  Pursuant to a
decision from the Bankruptcy Court, the Company will be soliciting
votes from its senior term lenders as well as its noteholders.  It
has not yet been determined whether the vote of its senior term
lenders will be required for approval of the Plan of
Reorganization.  This determination will be made at the
confirmation hearing at which the Bankruptcy Court will consider
approval of the Plan of Reorganization.

The confirmation hearing has been scheduled for June 15, 2009.

Prior to filing voluntary petitions for reorganization under
Chapter 11 for Spectrum Brands and its U.S. subsidiaries on
February 3, 2009, the Company had reached agreements with
noteholders representing, in the aggregate, roughly 70% of the
face value of its outstanding bonds to pursue a refinancing that,
if approved and implemented as proposed, would enable the Company
to reduce the amount of debt on its balance sheet by approximately
$840 million -- or approximately one-third -- eliminate a
substantial amount in annual cash interest payments and free up
additional cash that could be reinvested in its business to
support meaningful revenue and profit growth.

"Approval of the Disclosure Statement by the Court and
authorization to begin the solicitation process for approval of
our Plan of Reorganization are two important steps toward emerging
from Chapter 11, a process which we expect to strengthen the
financial position of this company," said Kent Hussey, CEO of
Spectrum Brands.

Within the next few weeks, Spectrum will begin mailing notice of
the confirmation hearing and will begin the process of soliciting
approvals for the Plan of Reorganization. Assuming the requisite
approvals are received and the Bankruptcy Court confirms the Plan
of Reorganization under the Company's current proposed timetable,
Spectrum expects to emerge from Chapter 11 protection by late
summer.

Based on preliminary indications of interest, the Company
currently believes that it will be able to receive commitments for
exit financing within the current proposed timetable for
emergence.

If the Company's Plan of Reorganization is confirmed as proposed,
existing common stock will be extinguished under the plan, and no
distributions will be made to holders of the Company's current
equity.

                       About Spectrum Brands

Based in Cibolo, Texas, Spectrum Brands, Inc. --
http://www.spectrumbrands.com/-- supplies consumer batteries,
lawn and garden care products, specialty pet supplies, shaving and
grooming products, household insect control products, personal
care products, and portable lighting.  Spectrum Brands' business
is operated in three reportable segments: (a) Global Batteries and
Personal Car; (b) Global Pet Supplies; and (c) Home and Garden.
Spectrum Brands has roughly 5,960 employees worldwide, with about
2,700 of those employees working within the United States.  In
addition, Spectrum Brands holds a 50% interest in a domestic
entity; minority interests (less than 25% each) in a domestic
entity and a foreign entity; a limited partnership interest in a
foreign entity; and a 100% interest in a foreign trust.

Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter
11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No.
09-50455).  The Hon. Ronald B. King presides over the cases.  D.
J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq.,
at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman,
Esq., in San Antonio, serve as the Debtors' counsel.  Sutherland
Asbill & Brennan LLP acts as special counsel; Perella Weinberg
Partners LP, as financial advisor; Deloitte Tax LLP as tax
consultant; and Logan & Company Inc. as claims and noticing agent.
As of September 30, 2008, Spectrum Brands had $2,247,479,000 in
total assets and $3,274,717,000 in total liabilities.

An official committee of equity security holders -- composed of
Mittleman Brothers, LLC, Ralston H. Coffin, Cookie Jar LLC and
the Peter and Karen Locke Living Trust -- was appointed by the
U.S. Trustee in Spectrum's bankruptcy cases on March 11, 2009.
The Equity Committee has tapped Alston & Bird LLP as its
bankruptcy counsel.

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


SPORTSMAN'S WAREHOUSE: Has 7-Member Creditors' Committee
--------------------------------------------------------
Roberta DeAngelis has appointed seven members to the official
committee of unsecured creditors of Sportsman's Warehouse Inc.:

   1. Federal Cartridge Co./Ammunition Accessories, Attn: Jim
      Hanus, 900 Ehlen Drive, Anoka, MN
      55303, Phone: 763-323-2485, Fax: 763-323-2504

   2. Browning, Attn: Robert Kraig Walker, One Browning Place,
      Morgan, VT 84050, Phone: 801-876-
      2711 ex 3295, Fax: 8/01-876-3331

   3. Olin Corporation, Attn: Kimberly Kathleen Flaugher, 427 N.
      Shamrock St., East Alton, IL 62024,
       Phone: 618-258-2829, Fax: 618-258-3542

   4. Nikon Inc., Attn: John P. Browne, 1300 Walt Whitman Road,
      Melville, NY 11747, Phone: 631-547-
      4251, Fax: 631-547-6261

   5. Smith & Wesson Corp., Attn: John Dineen, 2100 Roosevelt
      Ave., PO Box 2208, Springfield, MA
      01102, Phone: 913-747-3573, Fax: 413-747-3274

   6. Beretta Holding Corp., Attn: Steven R. Biondi, 17601 Beretta
      Dr., Accokeek, MO 20607, Phone:
      301-283-2191, Fax: 301-283-0435

   7. Wholesale Sports, Attn: Charles Earl Cote, 4838 Richard Road
      S.W., Calgary, Alberta, T3E 6L1,
      Phone: 403-570-4161, Fax: 403-570-4019

Five of the seven members of the Committee are from the firearms
industry, Bloomberg's Bill Rochelle pointed out.

Headquartered in Midvale, Utah, Sportsman's Warehouse, Inc. --
http://www.sportsmanswarehouse.com/-- and its affiliates sell
indoors and outdoor gears and equipment.  The Companies filed for
Chapter 11 bankruptcy protection on March 20, 2009 (Bankr. D.
Delaware Bankr. Case No. 09-10990).  Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher assists the Companies in their
restructuring efforts.  Kurtzman Carson Consultants is the
Company's claims agent.  The Company listed assets of $436 million
against debt totaling $452 million as of Dec. 31.,
2008.


SUN-TIMES MEDIA: Wants Schedules Filing Deadline Moved to May 30
----------------------------------------------------------------
Sun-Times Media Group Inc. and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend until
May 30, 2009, the deadline for filing schedules of assets and
liabilities, schedules of executory contracts and unexpired leases
and statements of financial affairs.

The Debtors have begun but have not completed compiling the
information required to complete the schedules and statements due
to the nature of the Debtors' businesses, limited staff available
to perform the internal review of their businesses and affairs,
and that certain prepetition invoices have not yet been received
or entered into the Debtors' financial accounting system.  The
Debtors have approximately 25,474 potential creditors.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets:SUTM) 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.


SUNAONE PTY: Voluntary Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Petitioner: Richard Mansell
                       Liquidator of Sunaone Pty. Ltd.

Chapter 15 Debtor: Sunaone Pty. Ltd.
                   fka GMCA Pty. Ltd.
                   182 East Victoria Parade
                   Suite 1A Ground Floor
                   East Melbourne 3002
                   Victoria Australia
                   Tel: (415) 268-7000

Chapter 15 Case No.: 09-04842

Type of Business: The Debtor operates in the Australian domestic
                  power tool market.

Chapter 15 Petition Date: April 15, 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: $1 million to $10 million

Estimated Debts: $1 million to $10 million


TRIBUNE CO.: Chicago Cubs Sale Could Drag On Past May
-----------------------------------------------------
Ben Klayman at Reuters reports that the sale of the Chicago Cubs
baseball team could drag on past May as the Ricketts family
arranges financing for its $900 million bid and works for Major
League Baseball's approval.

Officials with Tribune Co, which is selling the team, its storied
home park of Wrigley Field and a 25% stake in a local sports TV
network, had originally hoped to have the deal done in May.

Tom Ricketts, the Chicago-based chief executive of Incapital LLC
and the son of the founder of TD Ameritrade Holding Corp, is
leading his family's bid for the Cubs, Reuters said.

Mr. Klayman relates that Tribune, which owns the Chicago Tribune
and Los Angeles Times newspapers, filed for Chapter 11 bankruptcy
protection in December due to its heavy debt load and the weak
U.S. publishing sector. It put the Cubs on the block in April
2007, when Tribune agreed to an $8.2 billion buyout led by real
estate magnate Sam Zell.

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)


UFB GUAM: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: UFB Guam Hotel Corp.
                dba Guam Marriott Hotel and Spa
                C/O UFB Pacific Limited
                Level 8
                65 Berry Street
                North Sydney NSW 2060
                Australia

Case Number: 09-00068

Involuntary Petition Date: April 10., 2009

Court: District Court of Guam (Hagatna)

Petitioner's Counsel: Louie J. Yanza, Esq.
                      lyanza@teleguam.net
                      Maher Yanza Flynn Timblin, LLP
                      115 Hesler Place, Ground Floor
                      Governor Joseph Flores Building
                      Hagatna, GU 96910-5004
                      Tel: (671) 477-7059
                      Fax: (671) 472-5487

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
VSST Co. Ltd.                  mechanic's lien      $4,286,988
Saehan Venture World
4th Flr., 113-15
Siheung-dong, Gumchun,gu
Seoul Korea 137-893

National Union                 insurance premium    $565,607
c/o AIG NZ
Level 23
ANZ Centre
23 Albert Street
Auckland 1140
New Zealand

J&B Modern Tech                mechanic's lien      $1,398,044
PO Box 9788
153 Unit B East Harmon
Industrial Park
Tamuning, GU 96931


UNITED SUBCONTRACTORS: Wants Proskauer Rose as Bankruptcy Counsel
-----------------------------------------------------------------
United Subcontractors, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
employ Proskauer Rose LLP as lead counsel.

Proskauer Rose will:

   a) advise the Debtors of their powers and duties as debtors-in-
      possession;

   b) advise the Debtors regarding matters of bankruptcy law;

   c) represent the Debtors in proceedings and hearings in the
      U.S. District and Bankruptcy courts for the District of
      Delaware;

   d) prepare on behalf of the Debtors any necessary motions,
      applications, orders and other legal papers;

   e) provide assistance, advise and representation concerning the
      confirmation of any proposed Plans and solicitation of any
      acceptances or respond to rejections of the Plans;

   f) provide assistance, advice and representation concerning any
      investigation of the assets and liabilities and financial
      condition of the Debtors that may be required under local,
      state or federal law;

   g) prosecute and defend litigation matters and other matters
      that might arise during these cases;

   h) provide counseling and representation with respect to
      assumption or rejection of executory contracts and leases,
      sales of assets and other bankruptcy-related matters arising
      from these cases;

   i) render advice with respect to general corporate and
      litigation issues relating to these case, including, but not
      limited to, securities, corporate finance, labor, tax and
      commercial matters; and

   j) perform other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of these Chapter 11 cases.

Mark K. Thomas, a partner at Proskauer Rose, tells the Court that
the hourly rates of professionals working in these cases are:

     Partners                        $490 - $975
     Senior Counsel                  $350 - $725
     Associates                      $180 - $650
     Paraprofessionals               $70 - $275

Mr. Thomas adds that Proskauer Rose received advance fee payments
totaling $987,550 in connection with its representation of the
Debtors prior to the petition date.  Proskauer Rose did not hold
any claim against the Debtors for any prepetition services
rendered.

Mr. Thomas assures the court that the firm is a "disinterested
person" as that tem is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Thomas can be reached at:

     Proskauer Rose LLP
     Three First National Plaza
     70 West Madison, Suite 3800
     Chicago IL 60602-4342
     Tel: (312) 962-3550
     Fax: (312) 962-3551

                 About United Subcontractors

United Subcontractors, Inc. -- http://www.unitedsub.com/-- is a
privately owned company with approximately 40 branches and 1,600
employees across the country.  Founded in 1998 and based in Edina,
Minnesota, USI is a market leader in the installation of a wide
range of residential and commercial products within the
construction industry.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No. 09-
11152).  Mark K. Thomas, Esq., Paul V. Possinger, Esq., and Peter
J. Young, Esq., at Proskauer Rose LLP assist the Debtors in their
restructuring efforts.  The Debtors propose to hire Steven M.
Yoder, Esq., and Gabriel R. MacConaill, Esq., at Potter Anderson &
Corroon LLP as co-counsel; Kurtzman Carson Consultants LLC as the
Debtors' claim agents.  The Debtors listed $50 million to
$100 million in assets and $100 million to $500 million in debts.


USTELEMATICS INC: Faces Involuntary Chapter 7 Petition
------------------------------------------------------
Twelve creditors have signed a petition to send USTelematics Inc.,
to Chapter 7 liquidation before the U.S. Bankruptcy Court for the
District of Delaware.

USTelematics must respond to an involuntary petition aimed at
putting it into a Chapter 7 liquidation, Bloomberg's Bill Rochelle
said.   The 12 creditors signing the petition have claims totaling
some $3.6 million.

Bensenville, Illinois-based USTelematics Inc. develops a device
for watching live television and Web surfing in an automobile.
The case is In re USTelematics, U.S. Bankruptcy Court, District of
Delaware (Wilmington).


VERASUN ENERGY: Aims to Pay Off Secured Debt on Valero Purchase
---------------------------------------------------------------
VeraSun Energy Corp. asks the U.S. Bankruptcy Court for the
District of Delaware for expedited authority to pay off the
remainder of the secured claims on the seven plants sold to
Valero Energy Corp.

VeraSun said the sale generated $420 million from San Antonio-
based Valero, not including $18 million of accounts receivable and
$112 million cash.

When the sale was completed, VeraSun paid off $301 million in
claims held by lenders that financed the Chapter 11 case and
had claims secured by the plants.  In a motion filed this week,
VeraSun wants court permission to pay off the remaining $107
million in claims secured by the plants.

According to Bill Rochelle's report, VeraSun wants to pay off the
claims to stop interest running at the rate of almost 10 percent
on the unpaid balance.  Even in bankruptcy, the lenders are
entitled to interest because the property was worth more than the
secured debt.

VeraSun sold its remaining nine plants to secured creditor
in exchange for debt.

Secured debt included $81.7 million on a revolving credit and $210
million in secured senior notes. The so-called ASA facilities,
acquired in August 2007, had a $267 million senior secured credit
facility, while plants from the US BioEnergy purchase had $555
million in secured obligations. Unsecured debt includes $450
million in senior unsecured notes.

                     About VeraSun Energy

Headquartered in Sioux Falls, South Dakota, VeraSun Energy Corp.
-- http://www.verasun.comor http://www.VE85.com/-- produces and
markets ethanol and distillers grains.  Founded in 2001, the
company has a fleet of 16 production facilities in eight states,
with 14 in operation.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.

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


WATERBROOK PENINSULA: Files Ch. 11 Plan and Disclosure Statement
----------------------------------------------------------------
Waterbrook Peninsula, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Florida on March 23, 2009, a
disclosure statement in support of its Chapter 11 Plan of
Liquidation, dated March 23, 2009.

The Plan contemplates the sale of its "Peninsula on the
Intracoastal" residential development project located at Boynton
Beach, Florida, including personal property located on the
project, and related intangible property, through competitive
bidding and an auction sale process.

Allowed Class 4 Interests will receive no distribution and retain
no property under the Plan.

NCB will be deemed to have an Allowed Secured Claim in the amount
of the highest sale price or credit bid at an auction sale or
other form of sale of the Sale Property, less any costs of sale
incurred by Debtor as seller, or otherwise deducted from the gross
sale price.  NCB shall be deemed to have an Allowed General
Unsecured Claim in the amount of $25,736,908 under the NCB Note
less the Net Sales Proceeds.

Allowed Unsecured Claims in Class 3 will receive a pro rata
distribution pursuant to the priorities set forth in the
Bankruptcy Code.

A copy of the Debtor's Chapter 11 Plan of Liquidation is available
at http://bankrupt.com/misc/Waterbrook.DS.pdf

                    Source of Funding for Plan

NCB shall provide or make available to the Debtor one $1,000,000
of unencumbered funds (the "NCB Gift"), either from (i) proceeds
of the sale of the Sale Property, (ii) proceeds from Debtor's
settlements regarding Escrow Deposits, on which NCB possesses a
valid, first position lien, (iii) cash, or (iv) a combination of
the foregoing.

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

  Class         Description                  Treatment
  -----         -----------                  ---------

    1       Priority Unsecured        Unimpaired.  Not Entitled to
            Non-Tax Claims            Vote.

   2.1      Secured Claim of NCB      Impaired.  Entitled to Vote.

   2.2      Secured Claimof of        Impaired.  Entitled to Vote.
            Peninsula Lenders, LLC

   2.3      Other Secured Claim       Impaired.  Entitled to Vote.

    3       Unsecured Claims          Impaired.  Entitled to Vote.

    4       Interests in Debtor       Impaired.  Deemed to Reject.

                       Cramdown Provisions

In the event that any impaired Class fails to accept the Plan,
Debtor will request the Court to confirm the Plan in accordance
with the "cramdown" provisions under Sec. 1129(b) of the
Bankruptcy Code.  Under said provisions of the Bankruptcy Code,
even if the Plan is not accepted by all of the impaired classes,
but is accepted by at least one impaired Class of Claims, then the
Plan may still be confirmed.

Based in Deerfield Beach, Florida, Waterbrook Peninsula LLC is the
developer of a residential development, "Peninsula on the
Intracoastal," located at 2649 North Federal Highway, Boynton
Beach, Florida.  The company filed for Chapter 11 protection on
June 25, 2008 (Bankr. S.D. Fla. Case No. 08-18603).  Scott A.
Underwood, Esq., and Thomas M. Messana, Esq., at Messana,
Weinstein & Stern, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets and debts of between $10 million and $50 million each.


WESTFALL TOWNSHIP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Westfall Township
        102 LaBarr Lane
        Matamoras, PA 18336

Bankruptcy Case No.: 09- 02736

Type of Business: The Debtor is a township in Pike County,
                  Pennsylvania, United States.

                  See http://www.pikeproperties.com/westfall.htm

Chapter 9 Petition Date: April 10, 2009

Court: Middle District of Pennsylvania (Wilkes-Barre)

Debtor's Counsel: J. Gregg Miller, Esq.
                  millerj@pepperlaw.com
                  Pepper Hamilton LLP
                  3000 Two Logan Square
                  18th and Arch Streets
                  Philadelphia, PA 19103
                  Tel: (215) 981-4000
                  Fax: (215) 981-4750

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
David and Barbar H. Katz       judgment          $20,804,485
2901 Victoria Circle, D4
Coconut Circle, FL 33066

Eastern Pike Regional Office   trade debt        $6,059
Department
10 Avenue 1
Matamoras, PA 18336

Deerpark Oil Inc.              trade debt        $967
65 Darraugh Lane
PO Box 561
Sparrowbush, NY 12780

Business Card Inc.             trade debt        $806

Community Planning &           trade debt        $606
Management LLC

Pike County Light Power        trade debt        $437

Bottini Fuel Inc.              trade debt        $303

5A Supply                      trade debt        $277

NECO Fire & Safety Inc.        trade debt        $200

Verizon                        trade debt        $189

Alan Bowers                    trade debt        $150

Dempsey Uniform & Linen        trade debt        $146
Supply Inc.

Winters Auto Parts Inc.        trade debt        $117

Berkheimer Associates Inc.     trade debt        $113

John Bonham Road Supplies      trade debt        $93
Inc.

Wash on Wheels                 trade debt        $85

Waste Management Inc.          trade debt        $68

Cablevision Inc.               trade debt        $65

Eureka Stone Quarry Inc.       trade debt        $61

Crystal Mountain Springs                         $55

The petition was signed by Robert Bernathy, Westfall Township
solicitor.


WHE HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: WHE Holdings, LLC
        aka West Hawk Energy (USA) LLC
        8310 South Valley Highway, 3rd Floor
        Englewood, CO 80112

Bankruptcy Case No.: 09-16019

Type of Business: The Debtor provides oil well drilling services.

                  See http://www.westhawkdevelopment.com/

Chapter 11 Petition Date: April 7, 2009

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Daniel J. Garfield, Esq.
                  dgarfield@bhfs.com
                  Michael J. Pankow, Esq.
                  mpankow@bhfs.com
                  Brownstein Hyatt Farber Schreck LLP
                  410 17th St., 22nd Fl.
                  Denver, CO 80202
                  Tel: (303) 223-1100
                  Fax: (303) 223-1111

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
   ------                      ---------------   ------------
West Hawk Development Corp.                      $12,507,947
Inc.
8310 South Valley Highway
3rd Floor
Englewood, CO 80112

Bronco Drilling Company Inc.                     $2,811,476
16217 N. May Avenue
Edmond, OK 73013

BJ Services Company USA                          $611,930
4601 Westway Park Blvd.
Houston, TX 77041

Stone Well Service LLC                           $358,401

Jolly Castillo, Drennon Ltd.                     $351,472
LP dba Sierra Engineering

Mountain Water Services LLC                      $327,023

Newpark Drilling Fluids                          $258,983

Weatherford Artificial Lift                      $235,845
Systems Inc.

Western Wellhead                                 $191,486

Ponderosa Oil Field Service                      $170,868

Cobra Well Testers LLC                           $165,411

Cedar Rentals Inc.                               $162,201

Slaugh Fishing                                   $148,818

Swabbco                                          $132,580

Integrated Production Service  trade debt        $130,948

Nabors Well Services Co.                         $130,429

Natco                          trade debt        $126,826

AP Services                                      $116,850

Key Energy Services Inc.                         $108,578

Stallion Oilfield Services LLC trade debt        $98,134

The petition was signed by Gonzalo E. Torress Macchiavello,
president and chief executive officer.


WOOD STRUCTURES: Case Converted to Chapter 7 Liquidation
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine (Portland) has
converted Wood Structures Inc.'s Chapter 11 case to liquidation
under Chapter 7.  According to Bloomberg's Bill Rochelle,
conversion to liquidation was sought by the U.S. Trustee and the
secured lender Orix Financial Corp., owed $28.9 million.

The TCR reported on Wood Structures' decision to close its plant,
and let go of 180 employees on March 19.  Wood Structures CEO
Frank Paul previously conveyed the Company's plan to liquidate its
assets because it was unable to reach an agreement with its
creditors.

Wood Structures said in court documents that it has been
struggling mainly due to the sharp decline in housing, which has
dropped 63% since 2005.

The Biddeford, Maine-based Wood Structures Inc. is a manufacturer
of trusses and other wood products for residential and commercial
construction.  Wood Structures filed for Chapter 11 protection
before the U.S. Bankruptcy Court for the District of Maine
(Portland) in March 2009.  Wood Structures filed after the secured
lender, Orix Financial Corp., declared the Company in default
under a $28.9 million secured debt.


ZOHAR WATERWORKS: Proposes Morris Nichols as Bankruptcy Counsel
---------------------------------------------------------------
Zohar Waterworks, LLC, and B2 International Corporation ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to employ Morris, Nichols, Arsht & Tunnell LLP as counsel.

Morris Nichols will:

   a) perform all necessary services as the Debtors' counsel,
      including, without limitation, providing the debtors with
      advice, representing the Debtors, and preparing necessary
      documents on behalf of the Debtors in the areas of debtor-
      in-possession financing, corporate law, real estate,
      employee benefits, business and commercial litigation, tax,
      debt restructuring, bankruptcy and asset dispositions;

   b) take all necessary actions to protect and preserve the
      Debtors' estate during these Chapter 11 cases, including the
      prosecution of actions by the Debtors, the defense of any
      actions commenced against the Debtors, negotiations
      concerning litigation in which the Debtors are involved and
      object to claims filed against the estates;

   c) prepare or coordinate preparation on behalf of the Debtors,
      as debtors-in-possession, necessary motions, applications,
      answers, orders, reports and papers in connection with the
      administration of these Chapter 11 cases;

   d) counsel the Debtors with regard to their rights and
      obligations as debtor-in-possession; and

   e) perform all other necessary legal services.

Morris Nichols received a payment of $100,000 on March 17, 2009,
and a second payment of $250,000 on March 30, 2009, as advance
fees for services to be rendered and expenses to be incurred in
connection with the representation services.  Morris Nichols
applied $140,000 after a preliminary reconciliation of prepetition
fees and expenses.  Morris Nichols holds a balance of $210,000 as
an advance payment for services.

The hourly rates of Morris Nichols' professionals working in these
cases are:

     Partners                              $525 - $725
     Associates                            $265 - $415
     Paraprofessionals                     $190 - $205
     Case Clerks                               $125

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

The firm can be reached at:

     Morris, Nichols, Arsht & Tunnell LLP
     1201 North Market Street, 18th Floor
     P.O. Box 1347
     Wilmington, DE 19899-1347
     Tel: (302) 658-9200

                      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: Wants to Auction Almost All Assets on May 1
-------------------------------------------------------------
Zohar Waterworks, LLC, and B2 International Corporation ask the
U.S. Bankruptcy Court for the District of Delaware to:

   a) authorize the sale of substantially all of the Debtors'
      assets to Patriarch Partners through LVD Acquisition, LLC,
      or other party at an auction, free and clear of liens,
      claims encumbrances, except for certain assumed liabilities;

   b) authorized the assumption and assignment of executory
      contracts and unexpired leases in connection with the sale;
      and

   c) grant certain related relief.

The Debtors have negotiated the terms of an asset purchase
agreement with Patriarch Partners, pursuant to which, the buyer
agreed to act as a stalking horse bidder.

The stalking horse agreement obligates the Debtors to obtain entry
of a bidding procedures order acceptable to the buyer by April 17,
2009, and sale order acceptable to the buyer by May 4, 2009.  Also
the buyer can terminate the stalking horse agreement if the sale
has not been consummated by June 1, 2009.

In a separate motion, the Debtors seek:

   i) approval of proposed bidding procedures, well as the
      proposed bid protection, for the sale;

  ii) approve the form and manner of notice of the sale and
      assumption;

iii) establish April 29, 2009, at 4:00 p.m. (Eastern Time) as the
      deadline of submission of bids;

  iv) schedule the auction, if necessary, no later than May 1,
      2009, at 10:00 a.m. (Eastern Time) at the offices of Morris,
      Nichols, Arsht & Tunnell, LLP, 1201 N. Market Street, 18th
      Floor, Wilmington, Delaware; and

   v) schedule the sale hearing for May 4, 2009, to consider the
      sale of the assets to the buyer, subject to bigger and
      better offers.

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

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

                        U.S. Trustee Objects

Roberta A. DeAngelis, Acting U.S. Trustee, files its objection to
the Debtors' motion to (i) approve bid procedures for the sale of
substantially all of their assets; (ii) approve certain bidding
protections; (iii) approve the form and manner of notice of sale
and assumption and assignment of executory contracts and unexpired
leases; and (iv) schedule an auction and sale hearing.

The U.S. Trustee objects to the allowance or award of a break-up
fee reimbursement.  The U.S. Trustee adds that the Debtors and the
proposed buyer, especially LLCP, must prove by credible evidence
that the transaction is proposed in good faith and that it is an
arm-length transaction.

The U.S. Trustee asks the Court to deny the relief requested.

                    About Zohar Waterworks, LLC

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: Wants Schedules Filing Extended for 30 More Days
------------------------------------------------------------------
Zohar Waterworks, LLC, and B2 International Corporation ask the
U.S. Bankruptcy Court for the District of Delaware to extend for
an additional 30 days, the time to file their schedules of assets
and liabilities and statements of financial affairs.

The Debtors submit that they will not be able to complete the
schedules and statements within the first 30-day period due to the
nature of their businesses, the limited staff available to perform
the required internal review of their business and affairs, and
the pressure of numerous other matters incident to the
commencement of the Chapter 11 cases.

The Debtors relate that creditors and other parties in interest
will not be harmed by the proposed extension because schedules and
statements would be in advance of any planned bar date or other
significant milestone event in the Chapter 11 cases.

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.


* Chadbourne Elects Three Bankruptcy Attorneys to Partnership
-------------------------------------------------------------
Chadbourne & Parke LLP has named Douglas Deutsch, Seven Rivera and
Andrew Rosenblatt as partners in the Firm.  All three are in the
bankruptcy and financial restructuring practice.

"We welcome these three new partners to the partnership," said
Chadbourne Managing Partner Charles K. O'Neill.  "Clients dealing
with the twists and turns of today's economy and the need for
bankruptcy advice will be well served by their outstanding legal
skills and dedication.  These unprecedented economic times call
for specialized advice to many clients and we are promoting three
highly experienced lawyers to partner at the same time in this key
practice."

Howard Seife, chairperson of Chadbourne's international bankruptcy
and financial restructuring practice, noted that the election of
the three partners comes at a time when the bankruptcy practice is
extremely busy.  "These are incredibly talented attorneys who know
how to meet the needs of clients dealing with difficult and often
contentious issues.  Our practice is strong and vibrant and we
welcome them into the partnership."

Chadbourne's bankruptcy practice has prime roles in three of the
ten largest bankruptcies filed in 2008 -- the Tribune Company,
TOUSA, Inc., and VeraSun Energy Corp. Chapter 11 cases.
Chadbourne has been recognized by Chambers USA as one of the
leading firms for bankruptcy and restructuring work and cited for
its role representing leading financial institutions and creditors
in matters throughout the world.

The new partners are:

    * Douglas Deutsch, whose practice has involved representation
      of debtors, secured and unsecured creditors and creditors'
      committees.  Mr. Deutsch graduated with a B.S. in 1991 from
      Drew University, and he earned a J.D. in 1996 from St.
      John's University School of Law, where he was Editor-in-
      Chief of the American Bankruptcy Institute Law Review.  He
      also received his LL.M. in 2001 from St. John's University
      School of Law.  Mr. Deutsch served as a law clerk to the
      Hon. Leif M. Clark, U.S. Bankruptcy Judge, Western District
      of Texas in 1996-1997.  He is also an adjunct professor at
      St. John's.

    * Seven Rivera, whose practice involves all aspects of the
      bankruptcy and restructuring process while representing
      lenders, creditors, debtors and creditor committees in
      complex and high-profile Chapter 11 bankruptcy cases.  He
      has also represented foreign financial institutions in
      international restructurings or cross-border ancillary
      proceedings brought in the United States.  Mr. Rivera
      graduated with a B.S., magna cum laude, in 1996 from Utah
      State University, and earned a J.D. in 1999 from Harvard Law
      School, where he was General Editor, Journal of Law and
      Public Policy.

    * Andrew Rosenblatt, who has represented debtors in Ch. 11,
      advising borrowers and lenders in out-of-court
      restructurings, secured and unsecured lenders in Chapter 11
      cases and foreign representatives in cross-border ancillary
      proceedings.  He received a B.S. in 1994 from the State
      University of New York, Binghamton University and a J.D. in
      1997 from Hofstra University School of Law, where he
      graduated with distinction and was a member of the Hofstra
      Law Review.

                    About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, the Middle East and Latin America.  The Firm has offices in
New York, Washington, DC, Los Angeles, Houston, Mexico City,
London (a multinational partnership), Moscow, St. Petersburg,
Warsaw, Kyiv, Almaty, Dubai and Beijing.


* Gov't Mulls Disclosing Stress Test Results for Banks
------------------------------------------------------
The U.S. government is considering disclosing some results of the
stress tests being conducted on the country's 19 largest banks,
Deborah Solomon and Michael R. Crittenden at The Wall Street
Journal report, citing people familiar with the matter.

WSJ relates that the stress tests were designed to build
confidence that the nation's largest banks could weather a severe
and prolonged economic downturn.  According to WSJ, regulators are
trying to determine how much assistance banks might need to
continue lending in such circumstances.  WSJ state that banks
needing more capital will get six months to raise it from private
investors or take cash infusions from the government.

The Treasury, says WSJ, originally suggested it would defer to
individual banks to disclose results, but some regulators worried
about banks selectively leaking information, causing a possible
bias against rivals.

According to WSJ, the disclosure of some stress test results could
help more clearly separate healthy banks from the weak ones.  WSJ
notes that the government has tried to treat banks equally,
pouring cash into the strong and struggling institutions to boost
the financial sector, which provided cover for financially
troubled banks.  The report says that this move, along with first-
quarter bank earnings and the push by some financial institutions
to raise new capital and repay their bailout funds, could lay the
groundwork for a new phase in the financial crisis.  The stronger
banks, according to the report, could emerge free of government
restraints and flush with new funds, while the weaker ones would
still depend on government financial aid.

Elizabeth Hester and Christine Harper at Business Day relates that
the first quarter results will determine whether Wells Fargo and
18 other U.S. banks need more government cash, but they won't be
revealed until the stress tests are completed.  Citing Treasury
Secretary Timothy Geithner, Business Day states that some lenders
would require large amounts of capital.

Business Day reports that Citigroup Inc., Goldman Sachs Group, and
JPMorgan Chase are scheduled to disclose results this week.  Bank
of America and Morgan Stanley will report next week, while Wells
Fargo pre-announced earnings last week, saying that the first-
quarter net income was $3 billion, more than double the average
estimate of analysts surveyed, says Business Day.

According to Business Day, the six largest banks by assets will
release their quarterly figures over the next two weeks.
According to Bloomberg News, analysts' estimates show that four of
them will post a profit.  Business Day notes that only Citigroup
and Morgan Stanley would post losses.

Business Day quoted Edward Jones analyst Tom Kersting as saying,
"We do expect first-quarter earnings will be better than previous
quarters, but what investors are really looking most forward to
are the results of the stress tests."

Quarterly results, Business Day states, may not be enough to win
the confidence of investors because the Financial Accounting
Standards Board (FASB) approved this month new rules that make it
harder to determine how much capital banks will need if the
recession continues.  According to Business Day, Louisiana State
University associate professor Joseph Mason said, "The question is
how regulators are going to deal with the kind of FASB-adjusted
earnings that we're going to see, which are going to look very
rosy, but will of course be completely non-cash."

Business Day says that changes to fair-value, or mark-to-market,
accounting rules approved by FASB on April 2 let firms use
significant judgment in gauging prices of some investments on
their books, including mortgage-backed securities.  The changes
apply to first-quarter results and could boost capital balances by
20% and earnings by as much as 15%, Business Day states, citing
Robert Willens, a former MD at Lehman Brothers who now runs a tax
and accounting advisory firm in New York.  According to Business
Day, Mr. Kersting said that banks will be allowed to exclude from
net income any losses they consider temporary.

Wells Fargo, Business Day reports, said last week that it had set
aside $4.6 billion in the quarter to cover bad loans and reported
net charge-offs of $3.3 billion for loans that can't be collected
at the combined companies.  Paul Miller, an analyst at FBR Capital
Markets, said that Wells Fargo needed $6.25 billion in loan
provisions and that the bank "is under- reserving for expected
future losses," Business Day relates.

Bloomberg, citing analysts, states that Goldman Sachs, may report
a profit of $1.70 per share.  Analysts said that Morgan Stanley
will probably report next week that it had a loss of 19 cents per
share, Business Day says.  According to the report, the two banks
will disclose results for the month of December 2008 because they
changed their reporting year.  The report states that the two
firms had a loss in the three months from September to November
2008, when their financial year previously ended, and analysts
predict they also lost money in December.  The two banks would try
to post losses in December instead of the first quarter, hoping
that people will overlook the one-month results, the report says,
citing analysts and investors.

According to The Wall Street Journal, Goldman Sachs might disclose
plans to raise money through a share sale this week.  Business Day
states that raising fresh funds would make it easier for the bank
to repay the government, but some analysts cautioned that such a
move would press rivals to do the same, making those unable to pay
more vulnerable.

Citing analysts, Bloomberg relates that JPMorgan could report
earnings on Thursday of 32 cents per share.  According to
Bloomberg, analysts said that Citigroup is scheduled to disclose
its results on Friday and that the bank may post a loss of 35
cents a share, the sixth successive quarterly loss for the bank.

Business Day reports that analysts estimate that Bank of America,
scheduled to report first-quarter results next Monday, may report
earnings of four cents a share.  Citing Moody's Investors Service
analyst David Fanger, Business Day states that the bank may
require a third round of government capital.  Oppenheimer analysts
said in a report that regulators may push Bank of America to raise
$36.6 billion in capital after the stress tests are completed to
bring its capital ratios in line with peers.


* Liquidators Keep Retailers' Brand Names Alive
-----------------------------------------------
In the past year, a number of retailers have filed for bankruptcy
protection, and ended up liquidating their assets bankruptcy --
Sharper Image, Linens 'n Things, Circuit City and Fortunoff, among
them.  "But while the stores have disappeared, their names live
on.  And the companies that have breathed new life into these
brand names are, paradoxically, some of the same ones that had led
the stores through their dying days -- the liquidators," Amy
Zipkin at The New York Times reported.

According to the report, one good example is the Hilco Consumer
Capital in Toronto, a division of the liquidator Hilco Trading
Company and Gordon Brothers Brands, a division of another
liquidator, Gordon Brothers, in Boston, have bought the rights to
use the names of Sharper Image, Linens 'n Things and Bombay, the
onetime furniture retailer.  The liquidators -- who prefer to be
known as asset recovery specialists -- have also expressed an
interest in buying the Circuit City and Fortunoff names.

Jamie Salter, the chief executive of Hilco Consumer Capital,
estimated Hilco and Gordon Brothers spent about $175 million to
acquire the Sharper Image, Linens 'n Things and Bombay names.  He
predicted a billion dollars a year in sales for Sharper Image and
Linens 'n Things in each of the next five years, Bloomberg said.

The report relates that Hilco got its start in the business of
buying naming rights two years ago, when it acquired, in
partnership with the Weinstein Company, the name of the fashion
designer Halston. But the business of naming rights has
accelerated in the last six months with the rise in liquidations
by retailers that have been unable to borrow money to reorganize
and emerge from bankruptcy protection. In the process, the value
of brand names is being redefined.

"The liquidators are taking the definition of assets and extending
them to the brands themselves," said Martin Brochstein, a
spokesman for the International Licensing Industry Merchandisers'
Association in New York.

The liquidators say they see themselves as brand licensing experts
who will receive royalties for the products without the need to
pay rent or a sales staff. "It's not a capital intensive
business," Mr. Salter said. "It's a royalty-driven business. It's
like an annuity."

Bradley Snyder, principal and managing director of the Gordon
Brothers Group, agreed. For these operations, "the store-based
model is flawed," he said.

Systemax, though not a liquidator, is also in the market for brand
names.  Bloomberg relates that last year, it paid about $30
million for the CompUSA name and now operates 24 free-standing
stores, more than half in Florida, and a Web presence at
www.compusa.com.  Systemax is offering $6.5 million for Circuit
City's e-commerce business.

Those familiar with intellectual property rights say there is no
guarantee that a revived brand will be successful after a retailer
has gone under.  Bloomberg said that the brands will compete with
others that do not have troubled histories.  And it is still too
early to tell whether there is a market for the brands being
licensed by Hilco and Gordon Brothers.  Still, with the recession
continuing, merchandise with a familiar name may prove attractive
to consumers.


* Clarida Expects 'Grand Announcement' on Stress Tests
------------------------------------------------------
Richard Clarida, a strategist at Pacific Investment Management
Co., said in a Bloomberg Television interview that he expects the
government to make a "grand announcement" after the conclusion of
bank "stress tests" at the end of the month and that it may seek
more bailout funds from Congress.

According to Carla Main and Dawn McCarty of Bloomberg, the tests
were designed by President Barack Obama's administration to show
how much extra capital the 19 largest U.S. banks may need to
survive a deeper economic slump.

Mr. Clarida, according to the report, said Obama may need to go
back to Congress to ask for more money because the funds available
under the Troubled Asset Relief Program may not be sufficient.

The six largest U.S. banks by assets are set to report their
latest quarterly results over the next two weeks.

Newport Beach, California-based Pimco is the world's biggest bond-
fund manager.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re A-Supreme Academy, Inc.
      fdba A-Supreme Cleaning, Inc.
   Bankr. N.D. Ga. Case No. 09-68331
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/ganb09-68331.pdf

In Re Miller Brothers Ltd. LLC
   Bankr. N.D. Ga. Case No. 09-68298
      Chapter 11 Petition filed April 1, 2009
         See http://bankrupt.com/misc/ganb09-68298.pdf

In Re Jackara Manufacturing, Inc.
      dba Dysten, Inc.
   Bankr. E.D. Ark. Case No. 09-12351
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/areb09-12351.pdf

In Re Robert Ernest Perry
      dba Strings Italian Restaurant
   Bankr. E.D. Calif. Case No. 09-26153
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/caeb09-26153.pdf

In Re Waheed Akhtar
      dba Elite Real Estate
      dba Coldwell-Allstate Homes
      dba C-B Professional
      dba Lincoln Group Mortgage
      dba Allstate Home Loans
   Bankr. E.D. Calif. Case No. 09-26151
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/caeb09-26151.pdf

In Re RBS China, Inc.
   Bankr. W.D. Ky. Case No. 09-50374
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/kywb09-50374.pdf

In Re City of Joy Enterprises, LLC
      aka ALM Group, Inc.
   Bankr. D. Md. Case No. 09-15753
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/mdb09-15753.pdf

In Re Variegate Group, LLC
   Bankr. D. Md. Case No. 09-15764
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/mdb09-15764.pdf

In Re Richard Lawyer
      Theresa Lawyer
   Bankr. D. Mass. Case No. 09-12922
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/mab09-12922.pdf

In Re Leonard Van Gelder
      dba Leonard Van Gelder, M.D.
   Bankr. W.D. Mich. Case No. 09-03992
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/miwb09-03992.pdf

In Re Ricardo A. Garcia
   Bankr. S.D. N.Y. Case No. 09-22511
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/nysb09-22511.pdf

In Re Janice Marie Montgomery
   Bankr. W.D. Okla. Case No. 09-11711
      Chapter 11 Petition filed April 2, 2009
         Filed as Pro Se

In Re Chun Hwan Lee
   Bankr. M.D. Tenn. Case No. 09-03757
      Chapter 11 Petition filed April 2, 2009
         Filed as Pro Se

In Re Circle M Construction Co., Inc.
   Bankr. E.D. Wash. Case No. 09-01823
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/waeb09-01823.pdf

In Re QPS Properties Inc.
   Bankr. E.D. Wash. Case No. 09-01824
      Chapter 11 Petition filed April 2, 2009
         See http://bankrupt.com/misc/waeb09-01824.pdf

In Re Sam Coulter Service, Inc.
   Bankr. E.D. Ark. Case No. 09-12379
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/areb09-12379.pdf

In Re Temidayo Akinyemi
   Bankr. C.D. Calif. Case No. 09-17862
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/cacb09-17862p.pdf
         See http://bankrupt.com/misc/cacb09-17862c.pdf

In Re Knobcone Drive LLC
   Bankr. N.D. Calif. Case No. 09-52474
      Chapter 11 Petition filed April 3, 2009
         Filed as Pro Se

In Re Lenan Cappell
   Bankr. D. D.C. Case No. 09-00275
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/dcb09-00275.pdf

In Re George Henry Harrington, Jr.
      dba Mama's Ice Cream
      dba Brusters Ice Cream
      aka George Henry Harrington
      aka George Henery Harrington, Jr.
      Laurie Lynn Harrington
      dba Mama's Ice Cream
      dba Brusters Ice Cream
      aka Laurie L. Harrington
   Bankr. M.D. Fla. Case No. 09-02592
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/flmb09-02592p.pdf
         See http://bankrupt.com/misc/flmb09-02592c.pdf

In Re State Road 7 Investment Corp.
   Bankr. S.D. Fla. Case No. 09-16204
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/flsb09-16204.pdf

In Re Dearborn Restaurant Group
      d/b/a THE Joynt
   Bankr. N.D. Ill. Case No. 09-11895
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/ilnb09-11895.pdf

In Re Detroit Hotel Management
   Bankr. E.D. Mich. Case No. 09-50404
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/mieb09-50404p.pdf
         See http://bankrupt.com/misc/mieb09-50404c.pdf

In Re Rising Tide Enterprise LLC
   Bankr. N.D. N.Y. Case No. 09-60871
      Chapter 11 Petition filed April 3, 2009
         Filed as Pro Se

   In Re Maincliff Properties LLC
      Bankr. N.D. N.Y. Case No. 09-60872
         Chapter 11 Petition filed April 3, 2009
            Filed as Pro Se

   In Re Lawrence Frumusa
      Bankr. N.D. N.Y. Case No. 09-60873
         Chapter 11 Petition filed April 3, 2009
            Filed as Pro Se

   In Re Lawrence Frumusa Land Development LLC
      Bankr. N.D. N.Y. Case No. 09-60877
         Chapter 11 Petition filed April 3, 2009
            Filed as Pro Se

In Re Jason Matthews
   Bankr. W.D. Pa. Case No. 09-22428
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/pawb09-22428.pdf

In Re George E. Plum
      Joanne B. Plum
   Bankr. N.D. Tex. Case No. 09-32040
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/txnb09-32040.pdf

In Re James Richards
      Elizabeth Richards
   Bankr. N.D. Tex. Case No. 09-32003
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/txnb09-32003.pdf

In Re Norman Quintero Ministries, Inc.
      dba Iglesia Casa del Alfarero
   Bankr. N.D. Tex. Case No. 09-32012
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/txnb09-32012.pdf

In Re Amrit Lal
   Bankr. E.D. Va. Case No. 09-12583
      Chapter 11 Petition filed April 3, 2009
         See http://bankrupt.com/misc/vaeb09-12583p.pdf
         See http://bankrupt.com/misc/vaeb09-12583c.pdf

In Re Corporate Capital Corp.
   Bankr. E.D. N.Y. Case No. 09-42645
      Chapter 11 Petition filed April 4, 2009
         See http://bankrupt.com/misc/nyeb09-42645.pdf

In Re Innovative Glazing Solutions, Inc.
      fka Longo Art Glass, Inc.
   Bankr. D. Ariz. Case No. 09-06650
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/azb09-06650.pdf

In Re Thomas Franklin White, II
   Bankr. D. Ariz. Case No. 09-06659
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/azb09-06659.pdf

In Re Dyerhollow Partners LP
   Bankr. C.D. Calif. Case No. 09-13067
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/cacb09-13067.pdf

In Re John Edward Quarello
      Alba Mercedes Quarello
   Bankr. C.D. Calif. Case No. 09-16684
      Chapter 11 Petition filed April 6, 2009
         Filed as Pro Se

In Re Patrick N. McCarty
   Bankr. E.D. Calif. Case No. 09-26362
      Chapter 11 Petition filed April 6, 2009
         Filed as Pro Se

In Re Susan A. Mazzera
      aka Buscaglia's Restaurant
      aka Buscaglia's Ristorante
      aka Villa Buscaglia
   Bankr. E.D. Calif. Case No. 09-26366
      Chapter 11 Petition filed April 6, 2009
         Filed as Pro Se

In Re First Atlanta, LP
   Bankr. N.D. Ga. Case No. 09-69042
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/ganb09-69042.pdf

In Re G & T Restaurant, Inc.
      4480 South Cobb Drive
      dba Vinings Grill, Inc
   Bankr. N.D. Ga. Case No. 09-68826
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/ganb09-68826.pdf

In Re McGhee Holdings, LLC
   Bankr. N.D. Ga. Case No. 09-69020
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/ganb09-69020.pdf

In Re Ronald Lynn Pearcey
   Bankr. N.D. Ga. Case No. 09-69003
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/ganb09-69003.pdf

In Re Gerald Thomas Mann
   Bankr. W.D. Mich. Case No. 09-04119
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/miwb09-04119.pdf

In Re Erudite Digital Ltd. Co., LLC
      fka Little Harry Jew Productions Ltd. Co., LLC
      fka Erudite Communications Ltd. Co., LLC
   Bankr. D. N.M. Case No. 09-11441
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/nmb09-11441.pdf

In Re Raymond Viola
   Bankr. E.D. N.Y. Case No. 09-72305
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/nyeb09-72305.pdf

In Re Danny Odell Weems
      dba Chattanooga South KOA Campground
      Nora Jean Weems
   Bankr. E.D. Tenn. Case No. 09-12118
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/tneb09-12118.pdf

In Re Pine Forest Associates
   Bankr. E.D. Tenn. Case No. 09-12114
      Chapter 11 Petition filed April 6, 2009
         Filed as Pro Se

In Re Wall-Robbins House, LLC
   Bankr. E.D. Tex. Case No. 09-41010
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/txeb09-41010.pdf

In Re Midtown Park Development, Ltd.
   Bankr. S.D. Tex. Case No. 09-32399
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/txsb09-32399.pdf

In Re Robert E. Obenhaus
      Betty L. Obenhaus
   Bankr. S.D. Tex. Case No. 09-32327
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/txsb09-32327.pdf

In Re Gee, LC
   Bankr. W.D. Tex. Case No. 09-51231
      Chapter 11 Petition filed April 6, 2009
         See http://bankrupt.com/misc/txwb09-51231.pdf

In Re Charles L. George, Jr.
   Bankr. E.D. Ark. Case No. 09-12431
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/areb09-12431.pdf

In Re Centerline Boring Inc.
    Bankr. E.D. Calif. Case No. 09-13017
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/caeb09-13017.pdf

In Re ORCO Construction Supply, Inc.
      aka ORCO
   Bankr. N.D. Calif. Case No. 09-42847
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/canb09-42847.pdf

In Re Mary M. Adeleke
   Bankr. S.D. Fla. Case No. 09-16347
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/flsb09-16347.pdf

In Re 2601 Associates, LLC
   Bankr. N.D. Ill. Case No. 09-12378
      Chapter 11 Petition filed April 7, 2009
         Filed as Pro Se

In Re Cafe Boulevard, Ltd.
   Bankr. S.D. Ohio Case No. 09-32026
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/ohsb09-32026p.pdf
         See http://bankrupt.com/misc/ohsb09-32026c.pdf

In Re Polo Homes, LTD
      fdba Polo Homes, Inc.
      fdba Polo Homes Operation, LTD
   Bankr. N.D. Tex. Case No. 09-32198
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/txnb09-32198.pdf

In Re Statim Ventures LLP
   Bankr. N.D. Tex. Case No. 09-32193
      Chapter 11 Petition filed April 7, 2009
         Filed as Pro Se

In Re Automax Automotive Group, Inc.
   Bankr. W.D. Tex. Case No. 09-10903
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/txwb09-10903.pdf

In Re Advanced Development Corp.
   Bankr. M.D. Fla. Case No. 09-02696
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/flmb09-02696.pdf

In Re Apostolic Family Life Center
   Bankr. D. N.J. Case No. 09-18822
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/njb09-18822.pdf

In Re Charles R. Livecchi, Sr.
      dba Sole Officer and Shareholder of CRL Management, Inc.
   Bankr. W.D. N.Y. Case No. 09-20897
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/nywb09-20897.pdf

In Re C.R.L. Management, Inc.
   Bankr. W.D. N.Y. Case No. 09-20898
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/nywb09-20898.pdf

In Re Bidpro, LLC
   Bankr. W.D. N.Y. Case No. 09-11488
      Chapter 11 Petition filed April 9, 2009
         See http://bankrupt.com/misc/nywb09-11488.pdf



                            *********

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.

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