TCR_Public/090417.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 17, 2009, Vol. 13, No. 105

                            Headlines


4KIDS ENTERTAINMENT: Receives Non-Compliance Notice From NYSE
ABITIBIBOWATER INC: Runs Out of Options, Files For Bankruptcy
ABITIBIBOWATER INC: Case Summary & 35 Largest Unsecured Creditors
ADANAC MOLYBDENUM: Taps Canaccord to Explore Asset Sale
ALSERES PHARMACEUTICALS: Receives Nasdaq De-Listing Notice

AMERICAN INT'L: May Incur More Losses; Unit Wind-Down Faces Delay
AMERICAN INT'L: Will Sell 21st Century Insurance to Farmers Group
AMERICAN INT'L: Completes Sale of AIG Private Bank to Aabar
AMERIQUAL GROUP: Moody's Gives Negative Outlook; Keeps 'B3' Rating
AMYLIN PHARMACEUTICALS: Seeks Waiver of "Change of Control" Terms

ANTHRACITE CAPITAL: Lenders Extend Waiver Period to April 24
ARMS & COLE: Files for Chapter 11 Bankruptcy Protection
ATLANTIC EXPRESS: S&P Downgrades Corporate Credit Rating to 'CC'
AURORA OIL & GAS: Non-Compliance Notice Cues Voluntary Delisting
AVALON RE: Fitch Takes Rating Actions on Class B & C Notes

AVENTINE RENEWABLE: Gets Permission to Use Half of $30MM DIP Loan
BEARINGPOINT INC: Panel Files Limited Objection to Deloitte Sale
BEECHCRAFT INC: S&P Downgrades Corporate Credit Rating to 'B-'
BERNARD L. MADOFF: Brother Sued by UK Unit For "Unjust Enrichment"
BERRY PLASTICS: Senior Credit Amendment Cues S&P's Junk Rating

BOND TRANSFER: Files for Chapter 7 Bankruptcy Protection
BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating
BRODER BROS: S&P Downgrades Corporate Credit Rating to 'CC'
BRUNO'S SUPERMARKETS LLC: Court Approves Bid Procedures
BUDGET WASTE: Alberta Court Extends CCAA Stay Until May 14

BUILDING MATERIALS: Has Going Concern Doubt; Warns of Bankruptcy
CAESARS ENTERTAINMENT: S&P Cuts Issue-Level Rating on Debt to 'D'
CALIFORNIA RURAL: S&P Downgrades Rating on 2006 FH-1 Bonds to 'B'
CC HOLDINGS: Moody's Rates New Senior Secured Notes at 'Ba1'
CC HOLDINGS: S&P Assigns 'BB' Rating on $101 Bil. Secured Notes

CHARTER COMMUNICATIONS: Gets OK to Pay Prepetition Fees, Use Cash
CHRYSLER FINANCIAL: Fitch Downgrades Ratings on Various Notes
CHRYSLER LLC: Deadline to Complete Fiat Merger Looms
CHRYSLER LLC: Fiat May Buy Assets If Firm Goes Bankrupt
CHRYSLER LLC: Retirees to Ask Auto Task Force to Keep Benefits

CMR MORTGAGE: Wants to Hire Binder & Malter as Counsel
COLIBRI GROUP: Bidz.com Sells IP Assets to Berkshire Unit
CROWN HOLDINGS: S&P Raises Corporate Credit Rating to 'BB'
CTI FOODS: Moody's Changes Outlook to Negative; Holds 'B2' Rating
DELPHI CORP: Retirees to Ask Auto Task Force to Keep Benefits

DIGITALGLOBE INC: Moody's Assigns 'Ba3' Rating on $300 Mil. Notes
DIAL-A-MATTRESS: Court Okays Increased Financing for Operations
DIGITALGLOBE INC: S&P Assigns 'B+' Corporate Credit Rating
DIPLOMAT CONSTRUCTION: Seeks Court Approval to Use Cash Collateral
EMMIS COMMUNICATIONS: Weak Q4 Results Cue S&P's Junk Rating

EMMIS OPERATING: Weak Q4 Results Cue S&P's Junk Rating
ENERGY PARTNERS: Nonpayment of Interest Cues S&P's 'D' Rating
EPV SOLAR: Extends Private Debt Exchange Offer to April 27
EXCEL MARITIME: Gets Covenant Waivers from Nordea & Credit Suisse
FIDELITY NATIONAL: Add'l $300MM Equity Won't Affect Fitch Ratings

FIRST METALS: Deadline Today to File Proposal Under BIA
FLATIRON RE: S&P Withdraws 'BB+' Rating on $256 Mil. Facility
FORBES MEDI-TECH: Receives Non-Compliance Notice From NASDAQ
FORD MOTOR: Retirees to Ask Auto Task Force to Keep Benefits
FORD MOTOR CREDIT: Fitch Downgrades Ratings on Various Notes

FRENCH LICK: S&P Downgrades Corporate Credit Rating to 'SD'
GARRISON FOREST: Court Orders Auction Sale of Owing Mills Property
GENERAL ENVIRONMENTAL: Seeks Covenant Waivers From CVC California
GENERAL ENVIRONMENTAL: Weinberg & Co. Raises Going Concern Doubt
GENERAL GROWTH: Blames Broken CMBS Markets for Ch. 11 Filing

GENERAL GROWTH: Says Cash Sufficient, But Lines Up $375-Mil. Loan
GENERAL GROWTH: Case Summary & List of Largest Creditors
GENERAL GROWTH: Fitch Cuts IDR to 'D' Following Bankruptcy Filings
GENERAL MOTORS: Opel Has Enough Cash to Survive GM Bankruptcy
GENERAL MOTORS: Time Running Out for Out-of-Court Restructuring

GENERAL MOTORS: Retirees to Ask Auto Task Force to Keep Benefits
GENERAL MOTORS: Gov't Urges Firm to Consider Shedding GMC Brand
G.I. JOE'S: Gordon Bros. & Crystal Capital to Buy Unit for $61MM
GMAC LLC: Fitch Downgrades Ratings on Various Notes
GOTTSCHALKS INC: Stops Twice-Monthly Pension Payments to Retirees

HARRAH'S ENTERTAINMENT: S&P Cuts Corporate Credit Rating to 'SD'
HARRAH'S OPERATING: Tender Offer Cues S&P's Rating Cut to 'SD'
HB TEXAS: Schedules $44MM in Assets and $61MM in Liabilities
HB TEXAS: To Sell Interest in Residential Development at Auction
HCA INC: Fitch Assigns 'BB/RR1' Rating on $500 Mil. Senior Notes

HCA INC: Moody's Assigns 'Ba3' Rating on $500 Mil. Senior Notes
HCA INC: S&P Assigns 'BB' Rating on $500 Million Senior Notes
HEADWATERS INC: Private Pacts Won't Affect S&P's 'B' Rating
INCENTRA SOLUTIONS: Completes Asset Sale to Senior Lender
ION MEDIA: In Talks With Lenders for $2.7-Bil. Debt-to-Equity Swap

ISTAR FINANCIAL: Fitch Puts 'B-' Issuer Rating on Negative Watch
JANE & COMPANY: Wants 15 More Days for Schedules and SOFA Filing
JANE & COMPANY: Gets Interim Approval to Access $1-Mil. Revolver
JBS USA: Fitch Assigns 'B+/RR4' Rating on $400 Mil. Senior Notes
JBS USA: Moody's Assigns 'B1' Rating on $400 Mil. Senior Notes

JEFFERSON COUNTY: S&P Retains Negative Watch on Warrants' Ratings
JHCI ACQUISITION: S&P Gives Negative Outlook; Affirms 'B-' Rating
JOHN BAYLESS: Proposes to Hire Raymond Plaster as Counsel
KNIGHT-CELOTEX LLC: Salient Terms of the BofA Cash Collateral
KNIGHT-CELOTEX: Wants to Use BofA Cash Collateral Until April 24

KRISPY KREME: Post $4.1MM Net Loss for Year; Loan Terms Amended
L.A. HOTEL: Files for Chapter 11 Bankruptcy Protection
L.A. HOTEL: Case Summary & 20 Largest Unsecured Creditors
LA JOLLA PHARMA: Has Going Concern Doubt, Delisting Notice
LIBBEY INC: Moves to OTC BB After NYSE Delisting

LSI CORP: S&P Withdraws 'BB' Corporate Credit Rating
MALQUI FINANCIAL: Fined $3.5MM for Bilking Almost 11,000 Clients
MERGE HEALTHCARE: Unit Acquires Merge Cedara ExchangeCo
MGM MIRAGE: Bankruptcy Filing by CityCenter Still Possible
MGM MIRAGE: Carl Icahn & Oaktree Capital Want Chapter 11 Filing

MICHAEL FOODS: Moody's Assigns 'Ba3' Rating on New Senior Loans
NEW ORLEANS SEWERAGE: Moody's Affirms 'Ba2' Rating on $40MM Debt
NORTEL NETWORKS: Faces Claims by Ex-Employees for Unpaid Benefits
NORTH PORT: Court to Hold May 4 Hearing on Cash Collateral Access
OLSEN'S MILL: Receiver Wins Dismissal of Chapter 11 Petition

PARK AT ASPEN: Seeks to Tap Hohmann Taube as Counsel
PATRICK INDUSTRIES: JPMorgan, Lenders Waive Covenant Defaults
PETTERS GROUP: Panel Objects to Transfer of Polaroid Domain Name
PETTERS GROUP: Taps Moss & Barnett as Special Counsel
PETTERS GROUP: US Trustee to Hold Meeting to Elect Ch 11 Trustee

PETTERS GROUP: Sun Country Reports $8.1MM First Quarter Profit
PHILADELPHIA NEWSPAPERS: $50 Million Offered to Creditors
POLAROID CORP: Domain Name Transfer Opposed by Petters Creditors
POMARE LTD: Committee Wants Court to Appoint Chapter 11 Trustee
POMARE LTD: Creditors Wants Execs. Replaced by Trustee

PROSPECT MEDICAL: Increased Stake Won't Affect S&P's 'B-' Rating
QUEBECOR WORLD: Awarded Multi-Year Extension by CVS Caremark
QUEBECOR WORLD: Renews Multi-Year Book Production Deal With Rodale
R.H. DONNELLEY: Exercises Grace Period for Interest Payment
R.H. DONNELLEY: Moody's Downgrades Corporate Family Rating to 'Ca'

R.H. DONNELLEY: Wary of Bankruptcy Filings by Telecom Partners
RAILPOWER TECHNOLOGIES: Reduces Workforce, May Liquidate
RAVELLO LANDING: Case Summary & 19 Largest Unsecured Creditors
RAYMOR INDUSTRIES: Creditor Repayment Plan Up For Vote on April 30
REFCO INC.: Judge Dismisses $2 Billion Suit Vs. Banks

RICE ACCEPTANCE: Files for Chapter 11 in Alabama
SAMSON OIL: Going Concern Doubt Cues Re-Issuance of Audit Report
SANTA ROSA BAY: Fitch Junks Rating on 1996 Revenue Bonds
SANTEE VILLAGE: Case Summary & 28 Largest Unsecured Creditors
SCHIAPPA FOODS: Files for Bankruptcy in Florida

SEALY CORP: S&P Assigns 'B+' Initial Senior Unsecured Rating
SIRIUS XM: S&P Raises Corporate Credit Rating to 'CCC+
SIX FLAGS: Misses Interest $7-Mil. Interest Payment for Notes
SPARTON CORP: Receives Delisting Notice From NYSE
SPRINGHILL/COURTLAND HEIGHTS: S&P Cuts Rating on 1999A Bonds to B-

SPX CORP: S&P Says 2009 Earnings Won't Affect 'BB+' Rating
STANFORD GROUP: Receiver Sues 66 Former Financial Advisers
SUNAONE PTY: Voluntary Chapter 15 Case Summary
SUSQUEHANNA BANCSHARES: Moody's Cuts Subordinated Debt to 'Ba1'
TALLYGENICOM AG: Settles Disagreement With Printronix on Sale

TALLYGENICOM LP: German Unit settles Sales Rift with Printronix
TARGETED GENETICS: Receives Delisting Notice From Nasdaq
TEMESCAL CANYON: Case Summary & Seven Largest Unsecured Creditors
TOLL BROTHERS: Moody's Assigns 'Ba1' Rating on $400 Mil. Notes
TOP SHIPS: In Advance Talks With Bank Lenders on Covenant Waivers

ULTRA STORES: Will Close 12 Underperforming Stores
UNITED SUBCONTRACTORS: Taps Potter Anderson as Bankr. Co-Counsel
UNIVISION COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating
WESTMORELAND COAL: 2009 Stockholders' Meeting Slated for May 14
WESTMORELAND COAL: Registers 4.6 Million Shares, Warrants With SEC

WILLIAM LYON: S&P Downgrades Corporate Credit Rating to 'CC'
WOODSIDE GROUP: May 4 Bar Date Set in Alameda Investments' Case
XENONICS HOLDINGS: NYSE Amex Accepts Listing Compliance Plan
WOODSIDE GROUP: JP Morgan Wants Chapter 11 Trustee for Alameda
XM SATELLITE: S&P Raises Corporate Credit Rating to 'CCC+

ZOHAR WATERWORKS: Can Hire Administar Services as Claims Agent

* Fed Finds Bankruptcy May Actually Provide Access to More Credit
* Junk Bonds Offerings Busiest Since June With HCA, Crown

* Morgan Stanley Executive Director David Cohen Joins Paragon
* Unigestion to Invest in Hedge Funds Betting on Distressed Debt

* BOOK REVIEW: Bankruptcy Investing: How to Profit from Dist. Cos.


                            *********


4KIDS ENTERTAINMENT: Receives Non-Compliance Notice From NYSE
-------------------------------------------------------------
4Kids Entertainment, Inc., has been notified by NYSE Regulation,
Inc. that it is not in compliance with one of the continued
listing standards of the New York Stock Exchange.

4Kids is considered below criteria for the continued listing
standards because over a 30 trading-day period its total market
capitalization was less than $75 million and its most recently
reported stockholders' equity was $74.99 million, below the
minimum threshold of $75 million.  In accordance with the NYSE's
continued listing criteria, 4Kids intends to submit a plan to the
NYSE within the required 45-day period demonstrating how it plans
to comply with the NYSE's continued listing standards.

If, over a 30 trading-day period, 4Kids' average market
capitalization falls below the $15 million minimum threshold, the
plan and cure process otherwise available under NYSE rules would
be pre-empted and suspension and delisting procedures would be
initiated.

                     About 4Kids Entertainment

With U.S. headquarters in New York City, regional offices for its
trading card business in San Diego, California and international
offices in London, 4Kids Entertainment, Inc. (NYSE: KDE) --
http://www.4KidsEntertainment.com/and http://www.4Kids.tv/--
through its subsidiaries, produces animated television series and
films, distributes 4Kids' produced or licensed animated television
series for the domestic and international television and home
video markets, licenses merchandising rights worldwide to 4Kids'
owned or represented properties, operates Web sites to support
4Kids' owned or represented properties, and produces and markets
collectible trading card games.  Additionally, the Company
programs and sells the national advertising time in "TheCW4Kids"
five-hour Saturday morning block on The CW television network.


ABITIBIBOWATER INC: Runs Out of Options, Files For Bankruptcy
-------------------------------------------------------------
AbitibiBowater Inc. and certain of its U.S. and Canadian
subsidiaries have filed voluntary petitions in the United States
under Chapter 11 of the United States Bankruptcy Code.  The
Chapter 11 petitions were filed before the U.S. Bankruptcy Court
for the District of Delaware.

AbitibiBowater and certain of its Canadian subsidiaries will seek
creditor protection under the Companies' Creditors Arrangement Act
in Canada.  The Company intends to file in Canada on April 17,
2009.

AbitibiBowater's subsidiaries located outside the United States
and Canada have not commenced Chapter 11, CCAA or similar
proceedings.

The Company has concluded that there are no viable alternatives to
its proposed refinancing of its Bowater and Abitibi-Consolidated
subsidiaries, and as a result has determined that the best course
of action is to pursue its overall restructuring under Court
supervision in the United States and Canada.  Concurrently with
its CCAA filing, the Abitibi-Consolidated subsidiary will request
the termination of its recapitalization transaction under the
Canada Business Corporations Act.

AbitibiBowater plans to use the bankruptcy process to deal
decisively with its debt burden for the benefit of all
stakeholders.  The Company's normal day-to-day operations will
continue during the restructuring process.

            Abitibi-Consolidated Recapitalization Plan

AbitibiBowater has been trying to renegotiate about $2.9 billion
in the debts of its Canadian unit, Abitibi-Consolidated, and $1.8
billion of its U.S. unit, Bowater Inc.  On March 13,
AbitibiBowater and Abitibi-Consolidated commenced a
recapitalization proposal which was intended to reduce the
Company's net debt by roughly $2.4 billion, lower its annual
interest expense by roughly $162 million and raise roughly $350
million through the issuance of new notes of ACI and common stock
and warrants of the Company.  The Recapitalization was proposed to
be implemented as part of a plan of arrangement, which was filed
in connection with an application for an interim order with the
Commercial Division of the Superior Court of Quebec in Montreal on
March 13 pursuant to section 192 of the Canada Business
Corporations Act.  The Court granted an interim order on March 13,
which included a stay of proceedings in favor of ACI and certain
of its affiliates.

                       Bowater Exchange Offer

On February 9, Bowater Finance II LLC, an indirect wholly owned
subsidiary of AbitibiBowater, commenced private offers with
respect to six series of outstanding debt securities issued by
either Bowater Incorporated or Bowater Canada Finance Corporation,
a wholly owned subsidiary of Bowater, to exchange these old notes
for new notes:

   * 9.00% Debentures due 2009;
   * Floating Rate Senior Notes due 2010;
   * 7.95% Notes due 2011 issued by Bowater Canada;
   * 9.50% Debentures due 2012
   * 6.50% Notes due 2013; and
   * 9.375% Debentures due 2021

The Exchange Notes were to be issued by BowFin and were to consist
of:

   * 10.00% Second Lien Notes due January 31, 2012; and
   * 10.50% Third Lien Notes due March 31, 2012.

BowFin also intended for a concurrent private offering of new
15.5% First Lien Notes due November 15, 2011, to holders of
Bowater Notes who tender notes in the exchange offers.

The Exchange Offers were conditioned upon, among other things,
there being validly tendered and not validly withdrawn on or prior
to the Expiration Date, greater than 97% in aggregate principal
amount of 2009 Notes and 2010 Notes, and greater than 50% in
aggregate principal amount of 2011, 2012, 2013 and 2021 Notes.

As of March 27, 2009, roughly 60.3% of the outstanding 9.00%
Debentures due 2009, 60.6% of the outstanding Floating Rate Senior
Notes due 2010, 70.9% of the outstanding 7.95% Notes due 2011,
70.2% of the outstanding 9.50% Debentures due 2012, 80.2% of the
outstanding 6.50% Notes due 2013 and 36.0% of the outstanding
9.375% Debentures due 2021 were validly tendered and not validly
withdrawn in the Exchange Offers.

The Company moved the expiration date of for the private exchange
offer several times until March 31, when it decided to abandon the
exchange offer.

AbitibiBowater's Board of Directors has, after careful
deliberation, consultation with its advisors and extensive
consideration of all other alternatives, resolved that the Company
take this action in the long-term interests of AbitibiBowater, its
employees, customers and other stakeholders.

           $200-Mil. DIP Loan From Fairfax & Avenue Mgmt

The Company has entered into a financing commitment with Fairfax
Financial Holdings Limited and Avenue Management LLC for debtor-
in-possession financing totaling approximately $200 million for
certain of its Bowater subsidiaries.  In addition, its Abitibi-
Consolidated subsidiary has entered into an amendment providing
for the continuation of its existing securitization program for
its accounts receivable, in the approximate amount of $210
million.  These arrangements are subject to approval of the Courts
in both the United States and Canada and will allow the Company to
meet current operating needs, including wages, benefits and other
operating expenses.  Additional financing options are currently
under consideration.

"[The] decisions ensure business continuity for AbitibiBowater and
were made only after all other viable options to recapitalize our
long-term debt were exhausted," stated David J. Paterson,
President and Chief Executive Officer. "The steps we are taking
. . . and the vote of confidence given to us by our restructuring
financial partners will enable us to protect the value of the
business for our many loyal employees, customers, suppliers and
other stakeholders."

"Over many months, we undertook an exhaustive examination of the
Company's recapitalization options," said Dick Evans, Chairman of
the Board of Directors.  "The Board and management believe the
actions initiated today will allow the Company to make the
necessary changes to ensure the long-term viability of the Company
within a process that ensures fair and equitable treatment for all
stakeholders, while allowing it to continue to meet the needs of
its customers."

The Company's financial advisors are Blackstone Advisory Services
LP and BMO Capital Markets and its legal advisors are Paul, Weiss,
Rifkind, Wharton & Rice LLP, Stikeman Elliott LLP and Troutman
Sanders LLP.

More information about AbitibiBowater's restructuring process can
be found at http://www.abitibibowater.comor by calling toll-free
888-266-9280.  International callers should dial 503-597-7698.

The Company has yet to report its financial performance for the
year ended December 31, 2008.  In its latest quarterly report
filed with the U.S. Securities and Exchange Commission, the
Company reported $9.93 billion in total assets; and $8.78 billion
in total liabilities and minority interests in subsidiaries.

                    About AbitibiBowater Inc.

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

Bankruptcy Creditors' Service, Inc., publishes Abitibibowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

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

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

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


ABITIBIBOWATER INC: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: AbitibiBowater Inc.
        1155 Metcalfe Street, Suite 800
        Montreal
        Quebec H3B 5H2
        Canada

Bankruptcy Case No.: 09-11296

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
AbitibiBowater US Holding LLC                      09-11297
Donohue Corp.                                      09-11298
Abitibi Consolidated Sales Corporation             09-11299
Abitibi-Consolidated Alabama Corporation           09-11300
Alabama River Newsprint Company                    09-11301
Abitibi-Consolidated Corporation                   09-11302
Augusta Woodlands, LLC                             09-11303
Tenex Data Inc.                                    09-11304
Abitibi-Consolidated Finance LP                    09-11305
Bowater Newsprint South LLC                        09-11306
Bowater Newsprint South Operations LLC             09-11307
Bowater Finance II LLC                             09-11308
Bowater Alabama LLC                                09-11309
Coosa Pines Golf Club Holdings LLC                 09-11310
Bowater Incorporated                               09-11311
Catawba Property Holdings, LLC                     09-11312
Bowater Finance Company Inc.                       09-11314
Bowater South American Holdings Incorporated       09-11315
Bowater America Inc.                               09-11316
Lake Superior Forest Products Inc.                 09-11317
Bowater Canada Finace Corporation                  09-11319
Bowater Canadian Holdings Incorporated             09-11320
AbitibiBowater Canada Inc.                         09-11321
Bowater Canadian Forest Products Inc.              09-11322
Bowater Maritimes Inc.                             09-11324
Bowater LaHave Corporation                         09-11325
Bowater Canadian Limited                           09-11326
Bowater Nuway Inc.                                 09-11328
Bowater Nuway Mid-States Inc.                      09-11329
Bowater Ventures Inc.                              09-11330
AbitibiBowater US Holding 1 Corp.                  09-11331

Related Information: The Debtors produce a wide range of
                     newsprint, commercial printing papers, market
                     pulp and wood products.  The Debtors are the
                     eighth largest publicly traded pulp and paper
                     manufacturer in the world.  The Debtors own
                     or operate 27 pulp and  paper facilities and
                     34 wood products facilities located in the
                     United States, Canada, the United Kingdom and
                     South Korea.  Marketing their products in
                     more than 90 countries, the Debtors are
                     also among the world's largest recyclers of
                     old newspapers and magazines, and has more
                     third-party certified sustainable forest
                     land than any other company in the world.
                     The Debtors' shares trade under the stock
                     symbol ABH on both the New York Stock
                     Exchange and the Toronto Stock Exchange.

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

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

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

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

                     See http://www.abitibibowater.com/

Chapter 11 Petition Date: April 16, 2009

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtors' Counsel: Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  1285 Avenue of the Americas
                  New York, NY 10019-6064
                  Tel: (212) 373-3000
                  Fax: (212) 757-3990
                  http://www.paulweiss.com/

Debtors' Counsel
under CCAA:       Stikeman Elliot LLP

Co-counsel:        Nathan D. Grow, Esq.
                   bankfilings@ycst.com
                   Pauline K. Morgan, Esq.
                   bankfilings@ycst.com
                   Sean T. Greecher, Esq.
                   bankfilings@ycst.com
                   Young, Conaway, Stargatt & Taylor
                   The Brandywine Building
                   1000 West Street, 17th Floor
                   Wilmington, DE 19801
                   Tel: (302) 571-6600

Conflicts Counsel: Troutman Sanders LLP
                   The Chrysler Building
                   405 Lexington Avenue
                   New York, NY 10174-0700
                   Tel: (212) 704-6000
                   Fax: (212) 704-6288
                   http://www.troutmansanders.com/

Financial Advisor: Advisory Services LP

Claims Agent:      Epiq Bankruptcy Solutions LLC
                   http://www.epiqbankruptcysolutions.com/

The Debtors' financial condition as of September 30, 2008:

Total Assets: $9,937,000,000

Total Debts: $8,783,000,000

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Bank of New                Bowater Canada    $600,000,000
York Mellon Global             Finance
Corporate Trust, as            Corporation 7.95%
Trustee                        Notes due 2011

Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

The Bank of New                Bowater           $400,000,000
York Mellon Global             Inc. 6.5%
Corporate Trust, as            Notes due 2013
Trustee

Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

The Bank of New                AbitibiBowater    $368,900,000
York Mellon Global             Inc. Conv. Notes
Corporate Trust, as            Notes due 2013
Trustee

Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

Wells Fargo Bank,              Abitibi-           $292,629,000
National Association,          Consolidated
as Trustee                     Company of
                               Canada 15,5%
                               Notes due 2010

Raymond Delli Colli
Vice President
45 Broadway, 14th Floor
New York, NY 10006
Fax: 212-515-1589

The Bank of New                Bowater Inc. 9.0% $248,092,000
York Mellon Global             Debentures due
Corporate Trust, as            2009
Trustee

Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

The Bank of New                Bowater Inc.      $234,420,000
York Mellon Global             Floating Rate Sr.
Corporate Trust, as            Notes due 2010
Trustee

Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

HSBC Bank USA,                 Bowater           $200,000,000
National Association,          Incorporated
as Trustee                     9.375% Debentures

Anthony A Bocchino, Jr.
Vice President
10 East 40th Street
New York, NY 10016 due 2021
Tel: (212) 525-1111
Fax: (212) 525-1300

The Bank of New                Bowater Inc. 9.5% $125,000,000
York Mellon Global             Debentures due
Corporate Trust, as            2012
Trustee

Christie Leppert
10161 Centurion Parkway
Jacksonville, FL 32256
Fax: (904) 645-1921

Computershare Trust            Bowater Pulp      $102,417,000
Company of Canada,             and  Paper
as Trustee                     Canada Inc.
                               10.85% Debentures
                               due 2014

Nelia Andrade
1500 University St., 7th Fl.
Montreal, Quebec H3A 3S8
Tel: (514) 982-7888 Fax: (514) 982-7677

Computershare Trust            Bowater Pulp      $70,000,000
Company of Canada,             and Paper
as Trustee                     Canada Inc.
                               10.60% Sr.
                               Notes (Series C)
                               due 2011

Nelia Andrade
1500 University St., 7th Fl.
Montreal, Quebec H3A 3S8
Tel: (514) 982-7888
Fax: (514) 982-7677

Computershare Trust            Bowater Pulp      $20,400,000
Company of Canada,             and Paper
as Trustee                     Canada Inc.
                               10.50% Sr.
                               Notes (Series B)
                               due 2010
Nelia Andrade
1500 University St., 7th Fl.
Montreal, Quebec H3A 3S8
Tel: (514) 982-7888
Fax: (514) 982-7677

Computershare Trust            Bowater Pulp      $6,600,000
Company of Canada,             and Paper
as Trustee                     Canada Inc.
                               10.26% Sr.
                               Notes (Series D)
                               due 2011
Nelia Andrade
1500 University St., 7th Fl.
Montreal, Quebec H3A 3S8
Tel: (514) 982-7888
Fax: (514) 982-7677

Dow Chemical Canada Inc.       Trade Debt        $3,564,873
Lockbox B2908
C.P. 1155 Succ Centre Ville
Montreal, Quebec IDC 5N7
Fax: (905) 238-6639

Shell Canada Products          Trade Debt        $3,294,340
P.O. Box 100 Stn M
400 4th Avenue SW
Attn: Settlement CPl, 24th Fl.
Calgary, Alberta TIP 2H5
Fax: (403) 691-3998

McBurney Power                 Trade Debt        $3,105,852
1650 International Cte.
Suite 100
P.O. Box 1827
Norcross, GA 30091
Fax: 770-925-7400

Computershare Trust            Bowater Pulp      $2,725,000
Company of Canada,             and Paper
as Trustee                     Canada Inc.
                               10.625% Sr.
                               Notes (Series A)
                               due 2010
Nelia Andrade
1500 University St., 7th Fl.
Montreal, Quebec H3A 3S8
Tel: (514) 982-7888
Fax: (514) 982-7677

Minis. Des Resources           Trade Debt        $2,353,405
Naturelles -CAAF
PFD La Dore # 11524501
5700, 4E Ave. Ouest
Bureau D-409
Charlesbourg, Quebec GlH 6R1
Fax: (418) 644-6513

Imerys Canada LP               Trade Debt        $2,327,465
Lockbox T57009C
P.O. Box 57009
Postal Station A
Toronto, Ontario M5W 5M5
Fax: 770-645-3771

Metso Papier Ltd               Trade Debt        $1,536,378
c/o THI034
P.O. Box 4283
Toronto, Ontario M5W 5M6
Fax: (770) 242-3323

FPInnovations -                Trade Debt        $1,310,558
Paprican
570 Boul St-Jean
Pointe-Claire, Quebec H9R 3J9
Fax: (514) 630-4134

Reseau C.B.                    Trade Debt        $1,279,990
1600 Drew Road
Mississauga,Ontario L5S 1S5
Fax: (514) 694-4724

Clow Darling Limited           Trade Debt        $1,220,742
1201 Cameron Street
P.O. Box 27087
Thunder Bay, Ontario P7C OAI
Fax: (807) 622-2569

Ville De Saguenay              Trade Debt        $1,204,948
A/S Taxation
Case Postale 129
Chicoutimi, Quebec G7H 5B8
Fax: (418) 698-3279

Minis. Des Resources           Trade Debt        $1,110,667
Naturelles
Dir, Ressources Financieres
5700, 4E Ave. Ouest, Bur.D-316
Charlesbourg, Quebec GlH 6Rl
Fax: (418) 643-2816

Goodfellow Inc.                Trade Debt        $1,105,581
225 Rue Goodfellow
Delson, Quebec JOL 1GO
Fax: (450) 635-3729

Metso Automation               Trade Debt        $1,004,290
44 Bowditch Dr.
P.O. Box 8004
Shrewsbury, MA 01545
Fax: (508) 852-8172

Ontario Power                  Trade Debt        $978,307
Generation
LB T27527C
P.O. Box 4275 Station A
Toronto, Ontario M5W 5V8
Fax: (416) 592-3621

Forest Products                Trade Debt        $895,763
Association of Canada
99 Bank Street, Suite 410
Ottawa, Ontario KIP 6B9
Fax: (613) 563-4720

Municipalite St-David-         Trade Debt        $830,695
De-Falardeau
140 Boul. St-David
St-David-De-Falardeau, Quebec
GOV lCO
Fax: (418) 673-3266

Ville De Bale-Comeau           Trade Debt        $830,695
19 Av. Marquette
Baie-Corneau, Quebec G4Z lK5

Diversified Energy Inc         Trade Debt        $819,454
8874 Kingstone Pike, Suite 200
Knoxville, TN 37923
Fax: (865) 691-4276

Ville D'Amos                   Trade Debt        $812,006
182 JERE Rue Est.
Amos, Quebec J9T 2G1
Fax: (819) 727-9792

Process Equipment              Trade Debt        $292,088
P.O. Box 1607
2770 Wellborn Street
Pelham, AL 35124
Fax: (205) 663-6037

Ernst & Young LLP              Trade Debt        $231,148
75 Beattie Place, Suite 800
Greenville, SC 29601
Fax: (864) 370-4407

AIM Construction               Trade Debt        $221,092
Corporation
P.O. Box 1405
Pascagoula, MS 39568
Fax: (228) 588-4850

The petition was signed by Jacques P. Vachon, senior vice-
president and chief legal officer.

Bankruptcy Creditors' Service, Inc., publishes Abitibibowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ADANAC MOLYBDENUM: Taps Canaccord to Explore Asset Sale
-------------------------------------------------------
Adanac Molybdenum Corporation said its application to the Supreme
Court of British Columbia in Canada for an Order under the
Companies' Creditors Arrangement Act to extend its creditor
protection has been successful, allowing the Company to continue
to restructure and continue to stay all claims and actions against
the Company and its assets.  The April 3rd Order extends CCAA
protection until July 3, 2009, at which time the matter will be
reviewed by the Court.

The Company has retained Canaccord Capital Inc. as financial
advisor to assist in the evaluation of possible strategies
including a potential investment in Adanac by a strategic partner
or sale of Adanac or its assets.

                     About Adanac Molybdenum

Based in Vancouver, British Columbia, Adanac Molybdenum
Corporation (CA:AUA) (PINK SHEETS: AUAYF)(FRANKFURT: A9N) owns the
Ruby Creek Project in northern British Columbia.  The Company has
advanced the project through feasibility studies, a production
decision and has previously ordered long-lead equipment, completed
permitting for construction, constructed a road to the site and
secured US$80 million in bridge financing.


ALSERES PHARMACEUTICALS: Receives Nasdaq De-Listing Notice
----------------------------------------------------------
Alseres Pharmaceuticals, Inc., on April 9, 2009, received a NASDAQ
Staff Determination indicating that the Company has not regained
compliance with the minimum $35 million market value of listed
securities requirement set forth in NASDAQ Marketplace Rule
4310(c)(3)(B), and that, accordingly, the Company's common stock
will be delisted from The NASDAQ Capital Market unless the Company
requests an appeal of the determination.

The Company intends to appeal the determination by requesting a
written hearing before a NASDAQ Listing Qualifications Panel.
Consequently, the Company's common stock will remain listed on The
NASDAQ Capital Market until the Panel renders a decision following
the hearing.  However, there can be no assurance that the Panel
will grant the Company's request for continued listing.

If the Company is unsuccessful in maintaining its NASDAQ listing,
then the Company may pursue quotation of the Company's common
stock on the OTC Bulletin Board or listing on a securities
exchange or association with different listing standards than
NASDAQ.

                   About Alseres Pharmaceuticals

Hopkinton, Massachusetts-based Alseres Pharmaceuticals, Inc. --
http://www.alseres.com/-- is engaged in the development of
diagnostic and therapeutic products primarily for disorders in the
central nervous system.  The Company has a molecular imaging
development program targeting diagnosis of Parkinson's disease and
potentially dementia.


AMERICAN INT'L: May Incur More Losses; Unit Wind-Down Faces Delay
-----------------------------------------------------------------
American International Group Inc.'s Financial Products business,
the operation most responsible for the insurer's near collapse,
will miss its self-imposed deadline for winding down by the end of
2008 and may suffer more losses, James Sterngold of Bloomberg News
reported, citing the unit's head.

Bloomberg reports that AIG needs to stanch those losses so the
insurer, once the world's biggest, can reimburse the U.S. for the
four bailouts received since September valued at $182.5 billion.
Another rescue may be needed if the swaps aren't neutralized,
according to a congressional report.  Chief Executive Officer
Edward Liddy blamed the Financial Products unit for almost
bankrupting AIG and said creating the business was the insurer's
worst mistake.

Bloomberg points out that Gerry Pasciucco, hired from Morgan
Stanley in November to shut the unit that sold credit-default
swaps, said winding down positions that include almost
$200 billion in credit-default swaps with European banks will take
at least until the end of 2010, and closing out some 50-year
options written on interest rates and equities will take even
longer.

According to Bloomberg, credit-default swaps allow investors to
buy protection that covers losses on bonds or other securities if
an issuer doesn't pay its debts.  The contracts, the same source
relates, typically pay the holder face value if the issuer
defaults.  As the market expanded, speculators who didn't own any
of the underlying securities started using swaps to bet on a
borrower's creditworthiness, Bloomberg said.

"I'm not going to say that we're not going to have losses,"
Mr. Pasciucco said April 13, according to Bloomberg.  The
Bloomberg report adds that AIG's $61.7 billion loss in the fourth
quarter was the worst in U.S. corporate history, with errant bets
on credit-default swaps helping to push the full-year deficit to
$99.3 billion.

Bloomberg points out that Mr. Pasciucco said that AIG remains
vulnerable to losses on swaps that insure the value of mortgages
and corporate loans held by European banks.  The value of that
portfolio, according to the report, was reduced to less than $200
billion from about $400 billion at the start of last year.

The report relates that Congressional auditors said in a March 18
Government Accountability Office report that the remaining swaps
and other unspecified AIG investments may produce more losses that
could require a fifth round of U.S. funding.  The taxpayer-backed
bailout has committed $70 billion in capital plus loans and asset
guarantees, Mr. Sterngold said.

"Given that several hundred billion in notional value is still
outstanding, I don't see how the losses on credit-default swaps
could possibly be over at this point," said Donn Vickrey,
executive vice president of Gradient Analytics, a research firm in
Scottsdale, Arizona.  "Even if it were the case, the company still
faces substantial losses in other areas of its business."

                   About American International

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

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

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

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

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

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

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

                    Going Concern Consideration

In its Annual Report on Form 10-K for the year ended December 31,
2008, AIG said its management believes that it will have adequate
liquidity to finance and operate the businesses and continue as a
going concern for at least the next 12 months.  AIG, however,
noted it may need additional support from the U.S. government.
Without additional support from the U.S. government, in the future
there could exist substantial doubt about AIG's ability to
continue as a going concern.

At December 31, 2008, AIG had $860.4 billion in total assets and
$807.7 billion in total liabilities.  It posted a net loss of
$99.2 billion for year 2008 on $11.1 billion in total revenues.
At December 31, 2008, AIG had outstanding borrowings under the Fed
Facility of $36.8 billion, with a remaining borrowing capacity of
$23.2 billion, and accrued compounding interest and fees totaled
$3.6 billion.


AMERICAN INT'L: Will Sell 21st Century Insurance to Farmers Group
-----------------------------------------------------------------
American International Group, Inc., and Zurich Financial Services
Group (Zurich) has disclosed an agreement to sell 21st Century
Insurance Group, the wholly owned subsidiaries comprising AIG's
U.S. personal auto insurance business, to Farmers Group, Inc.
(FGI), a subsidiary of Zurich.

Under the terms of the transaction, FGI will pay AIG $1.9 billion,
consisting of $1.5 billion in cash and $400 million in face amount
of subordinated, euro-denominated capital notes backed by Zurich
Insurance Company, Zurich's principal operating unit.  FGI will
also assume 21st Century's outstanding debt of $100 million.  The
transaction is subject to satisfaction of certain conditions,
including approvals by appropriate regulatory authorities.

21st Century, based in Wilmington, Delaware, includes the former
AIG Direct business and Agency Auto business.  The company
operates in 49 states and Washington, D.C.  In 2008, 21st Century
reported total premiums of $3.6 billion, including $2.7 billion in
direct sales and $900 million through independent agents.

The transaction excludes AIG's Private Client Group, which
provides property and casualty insurance to high net worth
individuals.

"We are very pleased to reach agreement on a $2 billion
transaction, especially in this market environment," said Edward
Liddy, AIG's chairman and chief executive officer.  "In addition,
we are moving forward with discussions for several other
transactions, and we continue to evaluate how best to assure the
continued strength and success of all of AIG's businesses."

Anthony J. DeSantis, president and chief executive officer of 21st
Century, said, "Both 21st Century and Farmers are strong
companies, providing policyholders with exceptional levels of
service and personalized coverage.  This is an excellent fit and
we look forward to a smooth integration that will be seamless to
our customers."

Banc of America Securities LLC acted as financial advisor and
Sidley Austin LLP acted as legal counsel to AIG on this
transaction.  Blackstone Advisory Services provided financial
advice to AIG in connection with AIG's global restructuring
program.

                   About American International

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

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

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

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

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

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

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

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


AMERICAN INT'L: Completes Sale of AIG Private Bank to Aabar
-----------------------------------------------------------
American International Group, Inc., has completed the sale of AIG
Private Bank Ltd. (AIG Private Bank), a wholly owned subsidiary of
AIG, to a subsidiary of Aabar Investments PJSC (Aabar), a global
investment company based in Abu Dhabi.

Under the terms of the agreement, Aabar paid AIG approximately
US$253 million for the entire share capital of AIG Private Bank,
and purchased and assumed approximately US$55 million of intra-
company loans outstanding to AIG Private Bank.

"We are pleased to complete this transaction, which is part of our
plan for the orderly sale of certain assets to repay the loans
from the U. S. government," said Edward Liddy, AIG's president and
chief executive officer.  "This is the fourth transaction we have
closed in the past three weeks and it is one of 10 asset sale
agreements we have reached in the past few months, despite a very
challenging environment.  Several other transactions are under
discussion, and we continue to evaluate how best to assure the
continued strength and success of all of AIG's businesses."

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

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

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

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

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

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

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

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


AMERIQUAL GROUP: Moody's Gives Negative Outlook; Keeps 'B3' Rating
------------------------------------------------------------------
Moody's Investors Service has changed the ratings outlook of
AmeriQual Group, LLC, to negative from stable, and affirmed all
the company's ratings, including the B3 corporate family rating
and the SGL-3 speculative grade liquidity rating.

The outlook change to negative from stable reflects lower sales
and profitability expected in 2009, versus 2008, from slightly
weaker non-MRE (meals ready-to-eat) military orders and weaker
commercial product sales.  The expected weaker non-MRE military
sales will result from normalization of orders following a high-
demand year in 2008, while the lower expected commercial product
sales will result from the weak economy which should limit product
line launches by food companies.  The outlook change also reflects
heightened key contract risk, since 2010 will be the final option-
year on AmeriQual's MRE contract, which drives a significant
portion of the company's revenues and gross margin.  Should the
company be unable to maintain its strong position on the upcoming
MRE contract re-compete, revenues and earnings would likely
suffer.

The B3 rating affirmation reflects the company's small size, high
dependence on orders from the U.S. Department of Defense, adequate
liquidity profile, and leveraged capital structure.  The
affirmation considers that AmeriQual's ability to control its
costs and working capital uses should enable moderate free cash
flow generation in 2009 and credit metrics largely reflective of
the B3 rating level.

The speculative grade liquidity rating of SGL-3 reflects
AmeriQual's adequate liquidity profile, driven by Moody's
expectation of modest free cash flow generation in 2009, with
interim borrowing potentially needed to fund seasonal working
capital needs and to fund tax dividends to owners.  The SGL-3
rating assumes the company will replace or extend its existing $35
million revolving credit facility (which expires in March 2010) in
coming months.  As of December 31, 2008, the company had $16.8
million of cash on hand and $15 million of borrowings outstanding
under its revolver.

Ratings affirmed:

  -- $105 million 9% Second Lien Notes due 4/12 Caa1 LGD4 to 66%
     from 64%

Moody's last rating action on AmeriQual occurred on September 9,
2008 when the outlook was changed to stable from negative and the
corporate family rating, B3 was affirmed.

AmeriQual Group, LLC, headquartered in Evansville, Indiana, is a
supplier of individual and group field rations to the U.S.
Department of Defense.  The company also provides contract
manufacturing and packaging services using thermal or high
pressure processes to consumer products and other food
distribution companies.


AMYLIN PHARMACEUTICALS: Seeks Waiver of "Change of Control" Terms
-----------------------------------------------------------------
Amylin Pharmaceuticals Inc. said it is engaged in discussions with
both Carl Icahn and Eastbourne Capital Management, L.L.C., and
welcome the opportunity to meet with them again, either separately
or together.

Amylin has received notices from each of Icahn Partners LP and
certain of its affiliates and Eastbourne Capital Management,
L.L.C., and certain of its affiliates, announcing their intent to
each nominate five individuals for election to the Company's Board
of Directors at the 2009 annual meeting and, in the case of the
Icahn Group, to submit a proposal for shareholder approval
requesting that the Company reincorporate in the state of North
Dakota.

Amylin's 2009 Annual Meeting of Stockholders will be held May 27,
2009.

Eastbourne had previously indicated that it would only be willing
to meet with Amylin if the Company agreed to substantial
preconditions involving the composition of the Board.

Mr. Icahn, in his April 15 letter addressed to Joseph C. Cook,
Jr., Chairman of the Company's Board, said Amylin is "a prime
example of what is wrong with the corporate governance of most
American public companies."  Mr. Icahn wrote in his letter that he
agrees with Mr. Cook that board of Amylin should change.
"However, three major stockholders of Amylin, namely Eastbourne,
ourselves and, significantly, Ted Greene - Amylin's co-founder,
all agree that the obvious choice for the first director to leave
Amylin's board is you [Mr. Cook]," Mr. Icahn said.  Mr. Icahn
noted that Mr. Cook has been the Chairman and/or CEO during the
time that an enormous amount of stockholder value has been
destroyed and for reasons a flawed strategy has existed for far
too long.  A copy of Mr. Icahn's letter is available at no charge
at http://ResearchArchives.com/t/s?3b81

"While we remain open to constructive discussions, we would prefer
to do so without preconditions.  We look forward to continuing our
dialogue with all of our shareholders," Amylin said in response to
the letter.

Amylin said in a regulatory filing in February that if as a result
of the potential proxy contest a majority of its Board of
Directors ceases to be composed of the existing directors or other
individuals approved by a majority of the existing directors, then
a "change of control" under the Company's term loan and a
"fundamental change" under the indenture for the Company's
convertible senior notes issued in 2007 will be triggered.  The
Company issued the 2007 Notes in a private placement, which have
an aggregate principal amount of $575 million, and are due
June 15, 2014.

If triggered, the Company said the lenders under its $125 million
term loan due in 2010 may terminate their commitments and
accelerate the Company's outstanding debt and the holders of its
2007 Notes may require the Company to repurchase the notes.

Amylin said it may not have the liquidity or financial resources
to do so at the times required or at all.  Amylin said it may not
have sufficient cash funds to redeem the notes upon a designated
event or repay the Term Loan upon an event of default.

On April 2, Amylin's Lead Independent Director, James N. Wilson,
said the Company is taking action to try to address the change-in-
control provision in its convertible notes due 2014.

"While we believe that the Board has the ability to approve any
nominees proposed by Icahn or Eastbourne at any time up to the
election in order to nullify the debt acceleration provision, we
cannot ensure that our bondholders will concur with that view.  In
fact, we requested confirmation of our view from the trustee of
the 2014 notes and the trustee has refused to confirm our view. To
protect the company and its shareholders, this issue will need to
be resolved in court," Mr. Wilson said in a letter.

Mr. Wilson also said steps have taken to address the debt
acceleration provision in the Company's senior credit agreement.

"We have contacted the administrative agent for that facility to
request an amendment or waiver of that provision, which would be
automatically triggered by a change in a majority of the Board
regardless of whether or not the existing Board approves the new
nominees," he said.

"The Board is dedicated to having a fair and transparent election
and will do what is in its control to accomplish that goal. The
Board cannot, however, act without due consideration of the rights
of third party lenders or the resulting financial impact on the
company of such actions.

"In closing, I want to emphasize again that the focus of Amylin at
this crucial time is on executing our business strategy and having
the right management team and Board to lead the company and create
maximum value for all shareholders.  We look forward to continued
constructive dialogue with our shareholders and opportunities to
discuss our strong slate of nominees, who we believe will best
serve the interests of all shareholders, and further outline the
company's strategy in the coming weeks."

On March 24, 2009, San Antonio Fire & Police Pension Fund, a
purported stockholder of Amylin, filed a class action lawsuit in
the Delaware Court of Chancery against Amylin and its directors
seeking to disable debt acceleration provisions that would be
triggered in the event of certain changes in the composition of
Amylin's Board of Directors in the 2007 Notes and the 2007 Credit
Agreement.

The Company has incurred a net loss of $315.4 million for the year
ended Dec. 31, 2008, $211.1 million in 2007, and $218.9 million in
2006.

                   About Amylin Pharmaceuticals

Amylin Pharmaceuticals Inc. -- http://www.amylin.com/-- is a
biopharmaceutical company committed to improving lives through the
discovery, development and commercialization of innovative
medicines.  Amylin has developed and gained approval for two
first-in-class medicines for diabetes, SYMLIN(R) (pramlintide
acetate) injection and BYETTA(R) (exenatide) injection.  Amylin's
research and development activities leverage the company's
expertise in metabolism to develop potential therapies to treat
diabetes and obesity.  Amylin is headquartered in San Diego,
California.


ANTHRACITE CAPITAL: Lenders Extend Waiver Period to April 24
------------------------------------------------------------
Anthracite Capital, Inc., continues to have discussions with its
secured credit facility lenders and that the waivers previously
described in Anthracite's 2008 fourth quarter earnings press
release, which had been extended to April 15, 2009, have been
further extended by such lenders to April 24, 2009.

On April 2, Anthracite Capital said that in connection with the
discussions with its secured credit facility lenders, the Company
did not make interest payments due on March 30, 2009, on its
junior subordinated notes due 2036 related to Anthracite Capital
Trust III and 7.20% senior notes due 2016.  Under the indentures
governing these notes, the failure to make an interest payment is
subject to a 30-day cure period before constituting an event of
default.

                        About Anthracite

Anthracite Capital, Inc. is a specialty finance company focused on
investments in high yield commercial real estate loans and related
securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with roughly $1.307 trillion in global
assets under management at December 31, 2008.  BlackRock Realty
Advisors, Inc., another subsidiary of BlackRock, provides real
estate equity and other real estate-related products and services
in a variety of strategies to meet the needs of institutional
investors.

                       Going Concern Doubt

The Company's independent registered public accounting firm has
issued an opinion on the Company's consolidated financial
statements that states the consolidated financial statements have
been prepared assuming the Company will continue as a going
concern and further states that the Company's liquidity position,
current market conditions and the uncertainty relating to the
outcome of the Company's ongoing negotiations with its lenders
have raised substantial doubt about the Company's ability to
continue as a going concern.  The Company obtained agreements from
its secured credit facility lenders on March 17, 2009, that the
going concern reference in the independent registered public
accounting firm's opinion to the consolidated financial statements
is waived.


ARMS & COLE: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Bill O'Brien at Traverse City Record-Eagle reports that Arms &
Cole Inc. has filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Western District of Michigan.

According to Record-Eagle, Arms & Cole blamed its collapse on a
work falloff tied to the weak state and national economy.

Arms & Cole listed unsecured creditor claims of more than
$2 million, Record-Eagle states.  According to the report, Arms &
Cole's major unsecured debt include:

     -- more than $1.15 million loan from Fifth Third Bank,
     -- $75,000 loan from Traverse City State Bank,
     -- trade debts of more than $600,000 to several suppliers,
     -- almost $68,000 in credit card debt, and
     -- more than $17,000 for unpaid advertising and accounting
        bills.

Record-Eagle quoted Arms & Cole President Scott Hardy as saying,
"I think the business is eminently viable.  It just needs to
refocus and do it quickly....  We are very concerned about the
commercial construction opportunities out there right now.  We're
sort of flipping our business model to focus more on commercial
service."

Court documents say that Arms & Cole generated $6.8 million in
revenues in 2008 and projects $5.8 million this year.

Record-Eagle reports that Mr. Hardy said in January that he was in
talks to sell the business, but declined to identify a buyer.
Arms & Cole said in court documents that it made "substantial
efforts" over the past six months to resolve its financial
problems short of bankruptcy, including exploration of joint
ventures and potential sale of the Company or its assets.
According to Record-Eagle, Arms & Cole tried to solicit new
investment capital and rework debt with its primary lender.  The
Company said in court documents that those efforts failed.

According to court documents, Mr. Hardy said that his late
father's estate took substantially all of the liquid assets out of
Arms & Cole and left a relatively small line of credit to draw
upon.  Record-Eagle relates that Mr. Hardy said that upon his
takeover, Arms & Cole needed new trucks, equipment, and computer
upgrades while rental costs increased.  "These expenses took a
heavy toll on the company, and placed (it) in the precarious
position of living off existing revenues and a line of credit, and
being forced to generate immediate profits while very carefully
managing long-term construction projects," Mr. Hardy said in court
documents.  Record-Eagle states that Arms & Cole was also forced
to submit bids for projects with initial profit margins at or
below a breakeven point for the Company, and tried to bring them
in under cost by working fewer man hours than expected.

Arms & Cole Inc. is one of Traverse City's oldest contractors.  It
is a century-old plumbing and heating firm.  The Company dates to
1895, established by a tinsmith named Wilson Cole and William
Arms, a local plumber.  It's been a family owned and operated
business over the years.


ATLANTIC EXPRESS: S&P Downgrades Corporate Credit Rating to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlantic
Express Transportation Corp., including lowering the long-term
corporate credit rating to 'CC' from 'CCC'.  At the same time, S&P
lowered the rating on the senior secured debt to 'CC', the same as
the new corporate credit rating, from 'CCC'.  All ratings have
been placed on CreditWatch with developing implications.  The '4'
recovery rating on the senior secured debt remains the same,
indicating expectations of average (30%-50%) recovery in the event
of a payment default.

"The downgrade reflects our concerns over the company's tightly
constrained liquidity position, its ability to make the
$11 million interest payment due April 15, 2009, and its ability
to maintain minimum required availability in order to avoid
testing the springing financial covenants under the company's
senior credit facility.  S&P is also concerned that the required
interest-rate swap reserves would further constrain liquidity as
the company approaches the peak borrowing season in October
through December," said Standard & Poor's credit analyst Funmi
Afonja.

The ratings reflect New York City-based Atlantic Express's limited
near-term liquidity, highly leveraged financial profile,
significant customer concentration, and vulnerability to
unanticipated cost increases.  Positive credit factors include the
company's leading market share in New York City school bus
transportation and stable revenue base as a result of multiyear
contracts and long-standing customer relationships.  Atlantic
Express derives just over half of its revenues from its contract
with the New York City Department of Education.

Atlantic Express is the leading provider (albeit in a very
fragmented industry) of school bus transportation in New York
City, the largest market in which it operates.  School bus
services account for about 88% of revenues.  The company also
provides paratransit services for disabled passengers, and other
services, including express commuter lines and tour buses.

Atlantic Express's financial profile has deteriorated over the
past year.  Current leverage reflects the company's reduced
earnings and increased lease adjusted debt levels.  Fully adjusted
(for operating leases) December 2008 debt to EBITDA increased to
13.1x, compared with 8.3x in the prior period and trailing-12-
month EBITDA interest coverage declined further to 0.6x, from 0.7x
in the prior period.  Ratings incorporate an expectation that
credit metrics will weaken somewhat from current levels.

S&P could lower ratings further if liquidity constraints cause the
company to default on its interest payments or restructure debt
obligations in a manner that S&P judge to represent a distressed
exchange.  S&P could affirm ratings or raise them modestly if the
company makes the interest payment and is able to improve its
liquidity position.


AURORA OIL & GAS: Non-Compliance Notice Cues Voluntary Delisting
----------------------------------------------------------------
Aurora Oil & Gas Corporation has given formal notice to NYSE Amex,
LLC, of the Company's intention to voluntarily delist its common
stock from the NYSE Alternext market.

On April 9, 2009, the Company received a letter from the Exchange,
which stated that the staff of the Exchange's Corporate Compliance
Department has determined based upon its review of publicly
available information that Aurora Oil & Gas Corporation does not
meet certain of the Exchange's continued listing standards as set
forth in Part 10 of the NYSE Amex Company Guide, and the Company
has therefore become subject to the procedures and requirements of
Section 1009 of the Company Guide.  Specifically, the Company is
not in compliance with Section 1003(a)(iv) of the Company Guide in
that it has sustained losses which are so substantial in relation
to its overall operations or its existing financial resources, or
its financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the
Company will be able to continue operations or meet its
obligations as they mature.

These factors, together with the Company's internal objectives to
pursue cost savings measures, have led Aurora's Board of Directors
to pursue voluntary delisting from the Alternext and not take any
action to maintain its Exchange listing.  The Company will take
appropriate actions for its common stock to be quoted on the OTC
Bulletin Board.

Aurora anticipates that it will provide notification (Form 25) to
the Securities and Exchange Commission on or around April 27,
2009.  The Company further anticipates that the last day of
trading of its common stock on the NYSE Alternext will be on or
around May 6, 2009.

                    About Aurora Oil & Gas

Based in Traverse City, Michigan, Aurora Oil & Gas Corporation
(NYSE Alternext US: AOG) is an independent energy company focused
on unconventional natural gas exploration, acquisition,
development and production, with its primary operations in the
Antrim Shale of Michigan, the New Albany Shale of Indiana and
Kentucky.


AVALON RE: Fitch Takes Rating Actions on Class B & C Notes
----------------------------------------------------------
Fitch Ratings takes various rating actions on these classes of
Avalon Re Ltd.:

Class B

  -- Revised to 'CCC/RR1' from 'CCC/DR3'.

Class C

  -- Revised to 'C/RR3' from 'C/DR3'.

Avalon Re provided coverage to Oil Casualty Insurance, Ltd., a
Bermuda-based insurer, on a three-year (July 1, 2005 through May
31, 2008) excess of loss reinsurance contract that attached when
losses exceeded $300 million.  The most recent loss report
indicates that losses up to $47 million could potentially be ceded
to Avalon Re.  This amount represents approximately one third of
the class C outstanding principal balance.  Fitch does not
currently anticipate further losses to the class C notes, or
losses to the class B notes, though that is possible.  The class A
notes were paid in full on June 6, 2008.

Fitch continues to monitor OCIL's insurance losses.  If the class
C notes are exhausted by subsequent loss development, holders of
the class B notes will then suffer a loss.

Fitch's analysis incorporated anticipated losses given OCIL's and
Fitch's recovery expectations.  The resulting anticipated losses
were then applied to the transaction structure, enabling Fitch to
assess the impact of the losses on the securities.

Avalon Re is a Cayman Islands-domiciled insurance company formed
solely to issue the variable-rate notes, enter into a reinsurance
contract with OCIL, and to conduct activities related to the
notes' issuance.  The variable-rate notes are insurance-linked
collateralized securities that will suffer a loss of principal if
OCIL's aggregate insured losses exceed a specified threshold that
varies by note class.


AVENTINE RENEWABLE: Gets Permission to Use Half of $30MM DIP Loan
-----------------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., said the Bankruptcy
Court in the District of Delaware has given interim approval of
its debtor-in-possession financing package.  This action will
allow the Company immediate access to the first $15 million of its
DIP financing.

The DIP financing agreement provides for an initial $15 million in
funds upon the entry of an interim order by the Bankruptcy Court,
and availability to a second $15 million when the Bankruptcy Court
approves a final order.  A hearing to consider the balance of the
$30 million DIP financing is scheduled for May 5, 2009.

"Receiving interim approval of the DIP financing greatly enhances
our liquidity position at the outset of this process," said Ron
Miller, Aventine's President and Chief Executive Officer.  "The
additional reassurance it provides to our suppliers and employees
is essential to carrying on our business as usual.  We can now
move forward in serving the needs of our customers."

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

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

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

The TCR said on April 15 that JPMorgan Chase Bank, N.A., as
administrative agent for senior secured lenders, filed a
preliminary objection to Aventine's request to obtain DIP
financing, utilize cash collateral, and grant adequate protection
to prepetition secured parties.

The Debtor is party to a credit agreement as of March 23, 2007,
with Bank of America, N.A., BMO Capital Markets Financing, Inc.,
JPMorgan Chase Bank, N.A., Siemens Financial Services, Inc., UBS
Loan Finance LLC, Wachovia Bank, National Association, and Wells
Fargo Foothill, LLC.  As of April 7, 2009, the senior secured
lenders were owed at least $40.25 million.

JPMorgan argued that:

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

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

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

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

                      About Aventine Renewable

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

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

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del., Lead Case No. 09-11214).  The Debtors have
tapped Joel A. Waite, Esq., at Young, Conaway, Stargatt & Taylor,
as counsel.  Davis Polk & Wardwell is special counsel and
Houlihan, Lokey, Howard & Zukin, Inc., is the financial advisor.
Garden City Group, Inc., has been engaged as claims agent.  In its
bankruptcy petition, Aventine disclosed $799,459,000 in assets and
$490,663,000 in debts as of Dec. 31, 2008. Aventine is a leading
producer and marketer of ethanol to many leading energy companies
in the United States. In addition to ethanol, Aventine also
produces distillers grains, corn gluten meal, corn gluten feed,
corn germ and brewers' yeast.


BEARINGPOINT INC: Panel Files Limited Objection to Deloitte Sale
----------------------------------------------------------------
In papers filed with the Court on April 15, 2009, the Official
Committee of Unsecured Creditors of Bearingpoint, Inc., et al.,
told the Court that while it does not oppose the sale of the
Debtors' public services business unit to Deloitte LLP, at the
mimimum, parties-in-interest should be informed what assets are
being sold, the amount that the estates will receive as sale
proceeds, and how these sale proceeds will be allocated.

As reported in the Troubled Company Reporter on April 8, 2009, the
Court approved the bidding procedures for the sale of the Debtors'
public services business to Deloitte.  No other bids were
submitted on April 13, the deadline for the submission of bids.

The Committee tells the Court that at the very least Deloitte
should fix the schedule of assets to be acquired as of the date of
the approval of the sale, or be made to pay for the contracts not
included in the original schedule, after the sale is approved.
Under the APA, the addition of contracts to the initial schedules
does not affect the purchase price of $350 million to be paid by
Deloitte.

The Committee adds that Deloitte should not also be able to
designate subcontracts for rejection where it is otherwise
purchasing (either directly or through novation) the related
general contract.

The Committee further informs the Court that the APA must be
modified to permit the Debtors to share the intellectual property
associated with the acquired assets to the extent necessary to
fully operate their businesses and to service or sell the assets
that are not to be acquired.

The Committee also relates that absent a showing by the Debtors
that they are receiving adequate value in exchange for acquired
avoidance actions, they should not be included in the PS sale.

Finally, the Committee says that the senior lenders should receive
only the proceeds of their collateral.  Based upon the Committee's
initial review, the Senior Lenders appear not to have a security
interest in the following assets:

  a) real property leases of the Debtors;

  b) security deposits of the Debtors;

  c) commercial tort claims arising subsequent to the closing of
     the prepetition loan transaction;

  d) registered copyrights and certain IP;

  e) assets of non-debtors Dallas Project Holdings Limited and
     BearingPoint LP proposed to be sold (e.g., license for use
     of the "BearingPoint" name/trademark); and

  f) avoidance actions (including any Acquired Avoidance Actions).

                        About BearingPoint

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

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 on February 18, 2009 (Bankr. S.D.
N.Y. Case No. 09-10691).  Alfredo R. Perez, Esq.. at Weil Gotshal
& Manges LLP in Houston, Texas; Marcia L. Goldstein, Esq., Ronit
J. Berkovich, Esq., and Jose R. Alcantar, Esq., at Weil Gothshal &
Manages LLP, in New York, represent the Debtors as counsel. Davis
Polk & Wardwell is special corporate counsel.

Greenhill & Co., LLC, is the Debtors' financial advisor &
investment banker.  AlixPartners, LLP, is the Debtors' proposed
restructuring advisors.  The United States Trustee has not
appointed an Official Committee of Unsecured Creditors in these
Chapter 11 cases.  BearingPoint disclosed total assets of
$1,762,689,000, and debts of $2,231,839,000 as of Sept. 30, 2008.

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


BEECHCRAFT INC: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Hawker
Beechcraft Inc., including the corporate credit rating to 'B-'
from 'B+'.  The outlook is negative.

S&P also lowered its issue-level ratings on senior secured and
unsecured debt of Hawker Beechcraft Acquisition Co. LLC (HBAC, a
wholly owned subsidiary of Hawker Beechcraft and the borrower
under the credit facility and the issuer of notes).  S&P lowered
the rating on the senior secured debt to 'B', one notch higher
than the corporate credit rating on Hawker Beechcraft Inc., from
'BB'.  S&P revised the recovery rating on this debt to '2' from
'1', indicating expectations on substantial (70%-90%) recovery of
principal in the event of payment default.  S&P lowered the issue-
level rating on the senior unsecured and subordinated debt to
'CCC' from 'B-'.  The recovery rating on this debt remains '6',
indicating expectations of negligible (0%-10%) recovery.

All ratings are removed from CreditWatch, where they were placed
with negative implications on Jan. 30, 2009.  The company had debt
outstanding of about $2.5 billion at Dec. 31, 2008.

"The action reflects primarily a sharp downturn in business
aviation, Hawker Beechcraft's primary market, and the potential
for distressed redemption offers for the company's secured and
unsecured debt, given deeply discounted market prices for the
securities," said Standard & Poor's credit analyst Roman Szuper.

Although the company had a sizable aircraft backlog of
$7.6 billion at Dec. 31, 2008 (more than two years of production),
numerous order deferrals and cancellations across the industry
will likely lead to considerably lower-than-expected earnings and
cash flow generation, with adverse effects on the company's
already weak credit protection measures.  The key drivers behind
steeply reduced demand for new planes are a spreading global
recession, lower corporate profits, tight credit markets, an
increased proportion of attractively priced used planes on the
market, and the recently unfavorable image that corporate aircraft
usage has created in some quarters in the current economic
environment.

The corporate credit rating on Hawker Beechcraft reflects high
debt leverage, modest profitability with poor credit protection
measures, large working capital swings, and risks associated with
the current market downturn.  Those factors outweigh the company's
position as a well-established major manufacturer of business
jets, turboprops, and piston aircraft, and adequate near term
liquidity.

S&P could lower the ratings if there is a material deterioration
in the market environment, resulting in reduced liquidity and
shortfalls in financial performance.  If the company purchases a
portion of its term loan at a discounted price through a tender
offer, S&P would evaluate whether S&P considered this a distressed
debt purchase, which could ultimately result in a downgrade to
'SD', if completed.  The outlook revision to stable is less likely
in the near term considering weak industry conditions.


BERNARD L. MADOFF: Brother Sued by UK Unit For "Unjust Enrichment"
------------------------------------------------------------------
Dawn McCarty and Michael Bathon of Bloomberg News report that the
U.K.-based unit of Bernard L. Madoff's money management business
Madoff Securities International Ltd., filed a Chapter 15 petition
in Florida and sued Mr. Madoff's brother Peter Madoff for "unjust
enrichment."

Chapter 15 of U.S. Bankruptcy Code is designed to block U.S.
lawsuits against foreign companies with U.S. operations while they
reorganize overseas.

Irving Picard, the trustee charged with unraveling Bernard L.
Madoff Investment Securities LLC, gained power of attorney over
Madoff's London business through a March 23 order by a U.S. judge.
The U.K. unit was owned almost exclusively by Bernard Madoff
himself and served as his proprietary-trading unit, Mr. Picard, as
cited by the report, said in a Feb. 19 filing with a London court.

Meanwhile, Madoff International also seeks to recover a $200,000
1964 Aston Martin DB2/4 car alleged to have been bought for Peter
Madoff, according to court documents.

Bloomberg says the liquidators claim that in March and May 2008,
Madoff International wire-transferred GBP135,000 ($201,399) to buy
a car for Peter Madoff.  The vehicle was delivered to Mr. Bernard
L. Madoff at his residence in Palm Beach, Florida.

"The circumstances of the transactions are such that it would be
inequitable and unjust for the defendant to retain the benefit of
the wire transfers and the purchase and receipt of the vehicle
without providing adequate consideration, which he has not done,"
the liquidators said in papers filed April 14.  Additionally,
Bloomberg News says the liquidators are asking the Court to issue
a restraining order barring Mr. Madoff and any other person from
removing the automobile from the jurisdiction of the West Palm
Beach court.

                  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.


BERRY PLASTICS: Senior Credit Amendment Cues S&P's Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Berry Plastics Group Inc., the holding
company parent of Berry Plastics Corp., to 'CC' from 'B-'.  The
outlook is negative.  In addition, S&P lowered Group's senior
unsecured debt rating to 'C' from 'CCC'.

At the same time, S&P affirmed all its ratings on Berry (B-
/Stable/--).

These rating actions follow Berry's announcement that Group
launched an amendment to the credit agreement governing its senior
unsecured pay-in-kind toggle term loan.  If successful, the
amendment will, among other things, remove the agreement's
provision prohibiting Group and its subsidiaries from spending
more than $75 million of cash to purchase assignments of loans
under the agreement.

"We believe that this could facilitate the purchase of a
significant portion of the amount outstanding under this facility,
$564 million including pay-in-kind interest as of Dec. 27, 2008,
at a deep discount to par value," said Standard & Poor's credit
analyst Cynthia Werneth.  If this occurs, S&P would deem it a
distressed exchange and would lower the corporate credit rating on
Group to 'SD' and the rating on this term loan to 'D'.  The 'SD'
rating would reflect S&P's expectation that the company will
continue to pay its other creditors after completing the
distressed exchange.

S&P plans to reassess default risk and recovery prospects promptly
following any distressed exchange.  However, S&P is affirming all
its ratings on Berry because S&P believes that the company will
remain current on its obligations.  S&P also believes that the
benefit of lower debt will be balanced with any negative
implications for liquidity, supporting the existing ratings on
Berry.

Evansville, Indiana-based Berry is a leading North American
manufacturer of rigid and flexible plastic packaging with trailing
12-month sales of $3.6 billion.  Total adjusted debt outstanding
at
Dec. 27, 2008, was $4.3 billion.  S&P adjusts debt to include
Group debt as well as capitalized operating leases and modest
unfunded postretirement liabilities.


BOND TRANSFER: Files for Chapter 7 Bankruptcy Protection
--------------------------------------------------------
Lorraine Mirabella at Baltimoresun.com reports that Bond Transfer
Co. Inc., has filed for Chapter 7 bankruptcy protection.

According to Baltimoresun.com, Bond Transfer listed $3.3 million
in debts and $220,000 in assets.  Court documents say that Bond
Transfer owes $188,000 in wages to 76 workers as well as
unemployment, withholding, and payroll taxes.

As reported by the Troubled Company Reporter on March 16, 2004,
Bond Transfer filed for Chapter 11 bankruptcy protection on
March 1, 2004 (Bankr. D. Md. Case No. 04-14910).  The Company
listed $1 million to $10 million in assets and $1 million to
$10 million in debts at that time.

Baltimore, Maryland-based Bond Transfer Co. Inc. is a 61-year-old,
family-owned trucking business in Baltimore.  The Company employs
about 100 drivers who operate about 90 tractors and 275 trailers.
The business specialized in next-day deliveries to metro areas
including New York and Philadelphia.  The Company has been owned
by the Constantine family since 1948, when William Constantine
Jr., one of the owners of the now-defunct Liberty Transfer Co.,
purchased Bond Transfer.


BROCADE COMMUNICATIONS: Moody's Affirms 'Ba3' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Brocade Communications Systems,
Inc.'s Ba3 corporate family rating, Ba3 probability of default
rating, Ba2 secured debt ratings and stable outlook and revised
Brocade's liquidity rating to SGL-2 from SGL-1.  Additionally,
Moody's updated the individual debt LGD point estimates as shown
below in accordance with Moody's LGD Methodology.  The change in
liquidity rating reflects that Brocade's liquidity position
remains good for the next four quarters, but is not as strong as
when the SGL-1 was initially assigned in September 2008.  The
revision is driven largely by the consideration that the maturity
of approximately $173 million in convertible debt now comes due
within the next twelve months and the impact of the economic
downturn on EBITDA and cash flow.

These ratings were changed:

* SGL-2 from SGL-1

These ratings were affirmed:

* Corporate family rating -- Ba3

* Probability of default rating -- Ba3

* $125 million senior secured revolving credit facility due 2013,
  Ba2 (LGD3, 42% previously 31%)

* $1100 million senior secured term loan due 2013, Ba2 (LGD3, 42
  previously 31%)

* Stable outlook

Brocade's SGL-2 liquidity rating, indicating a good liquidity
profile, reflects the company's approximately $214 million in cash
and short term investments, access to a largely undrawn $125
million revolving credit facility (about $14 million outstanding
as of January 24, 2009), and strong internal cash generation
capabilities.  Moody's notes that both Brocade and pre-acquisition
Foundry had strong track records of free cash flow (cash from
operations less capital expenditures) production and Moody's
anticipates the pattern to continue as a consolidated entity over
the near-term despite the challenging macroeconomic environment.

Although the global economic slowdown is bringing downward
pressure to Brocade's revenues in the form of longer sales cycles
and changing inventory levels within the OEM's, downside scenarios
for the company over the next twelve months are somewhat tempered
by the company's strong market position and product portfolio in
the growing enterprise storage and data market as well as the
company's operating margins and relatively variable cost
structure.

The company has approximately $173 million in outstanding 2.25%
convertible subordinated notes maturing February 15, 2010.
Moody's views the company as having more than adequate ability to
meet the maturity.  Moody's also notes that financial covenants
step down in early 2010 which the company is expected to be able
to meet although with less cushion than when the ratings were
originally assigned.

Moody's affirmation of Brocade's Ba3 CFR reflects the continued
strength of the company's leadership position within storage area
networking, its niche position within the broader data networking
market (obtained through Foundry), and expectations for positive
cash generation from both businesses.  Moody's notes that Brocade
appears to be making progress towards integrating Foundry despite
the complexity of both company's product portfolios and differing
operating structures.

Brocade's rating outlook remains stable reflecting the Ba3
rating's capacity to accommodate a moderate decline in operating
performance due to the downturn provided that the company
maintains its market position and completes the Foundry
integration.  The ratings or outlook could face negative pressure
if cash flow or leverage metrics worsen materially.

The last rating action for Brocade was October 15, 2008, when
Moody's rated Brocade's proposed $400 million senior unsecured
notes (which the company ultimately did not issue) and affirmed
the Ba3 CFR.

Brocade is a provider or storage area and data networking
equipment.  Pro forma for the Foundry acquisition, Brocade's
trailing twelve month revenue was approximately $2.1 billion.  The
company is headquartered in San Jose, California.


BRODER BROS: S&P Downgrades Corporate Credit Rating to 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Trevose, Pennsylvania-based Broder Bros. Co. to
'CC' from 'CCC'.  S&P also lowered the ratings on the company's
$225 million 11.25% senior notes due 2010 to 'C' from 'CC'.  The
recovery rating for these notes remains at '6'.  As of Dec. 31,
2008, S&P estimates Broder had about $375 million in reported debt
outstanding.  The outlook is negative.

These actions follow the company's recent announcement that it
plans to pursue an exchange offer for its 11.25% senior notes.
"We expect that the purchase may be at a substantial discount to
the par amount of the outstanding issue," said Standard & Poor's
credit analyst Bea Chiem, "and as a result, S&P view the purchase
as being tantamount to default because of the weak financial
profile of the company which S&P believes may continue to
deteriorate given the weak economy."

In addition, Broder also received an amendment and waiver on its
$225 million asset-based revolver, waiving any default arising
from the delay in delivering the company's 2008 audits and
delaying the interest payment on the senior notes until May 15,
2009.  The amendment and waiver also allows for a change of
control that would result from the issuance of stock in connection
with the proposed exchange offer.  The revised credit agreement
also institutes an availability block on the amount that can be
borrowed under the revolver through the remainder of 2009 and
imposes a minimum fixed-charge covenant from 2009 through 2011.
Based on Broder's preliminary results for the fiscal year ended
Dec. 31, 2008, S&P estimates leverage was about 10x.  "Given the
company's weak liquidity position and near-term maturity in
October 2010," added Ms. Chiem, "we believe that a delevering
recapitalization is likely."


BRUNO'S SUPERMARKETS LLC: Court Approves Bid Procedures
-------------------------------------------------------
Bruno's Supermarkets LLC won approval from the U.S. Bankruptcy
Court for the Northern District of Alabama to hold an auction of
substantially all its assets, according to Carla Main of
Bloomberg.

According to the report, Judge Benjamin Cohen approved the
April 22 auction and plans to consider the results at an April 23
hearing, according to court papers filed April 14 in Court.  Bids
can be for all or part of the assets.

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

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


BUDGET WASTE: Alberta Court Extends CCAA Stay Until May 14
----------------------------------------------------------
BWI Holdings, Inc., said the application of its subsidiary, Budget
Waste Inc. (Alberta), to the Court of Queen's Bench of Alberta for
an Order under the Companies' Creditors Arrangement Act (Canada)
was allowed.  The Order was made under section 11 of the CCAA, and
was extended by application before the Court to May 14, 2009, at
which time the matter will, again, be reviewed by the Court. While
the Order is in effect, the Company will work with a court-
appointed Monitor and it will continue to implement a Plan of
Arrangement for its creditors.

"We are pleased that the court has entered this order as it will
permit Budget Waste Inc. to restructure its debts and credit
facility.  Upon successful completion Budget Waste Inc. will
emerge from CCAA as a stronger company," said Jim Can, CEO &
President. In the Meantime the company if fully operational and
continues to provide the same level of service, securing and
signing additional new business.

As reported by the Troubled Company Reporter on March 10, 2009,
the BWI Holdings board of directors elected to seek protection for
Budget Waste Alberta from creditors under the Companies Creditors'
Agreement Act in Canada to reorganize the business to insure that
the assets and business of Budget Waste are properly protected for
shareholders.

BWI Holdings said Budget Waste is suffering the same types of
financial issues as so many other businesses, including shortage
of affordable credit from banks and slow or failed payment from
customers as a consequence of the global financial crisis.

BWI Holdings, the public parent company in the U.S., is not part
of the CCAA proceedings.

BWI Holdings said Budget Alberta has sufficient cash on hand to
fund ongoing operations, and its business will continue without
interruption.

BWI Holdings said the decision to file for creditor protection is
being implemented by Budget Alberta because of the extremely high
interest rates Budget Alberta has been paying on equipment leases
that have been in place for some time and Budget Alberta's
challenge with attempting to secure refinancing of these leases
with bank debt or other financings at current market rates in an
environment where lenders are not lending.

Under CEO Jim Can, the company embarked on an ambitious turnaround
in 2008 that involved cutting costs, eliminating expenses,
reducing payroll, and focusing on key markets, all of which
allowed Budget Alberta to begin operating on a positive cash flow
basis.  However, as the global recession deepened, Budget
Alberta's customers began delaying payments, some have gone out of
business altogether without paying Budget, and the downturn in
housing construction and oil & gas projects, typical market
strongholds for Budget Alberta, all have led to a severe
tightening of cash.

"Budget Waste, Inc., must secure sound financial footing," Mr. Can
said in March.  "This step to give us protection from claims of
creditors and to allow Budget Alberta to restructure its debt is
imperative so that Budget Waste can build on its core strengths
and be focused and financially sound in the coming months and
years."

                        About BWI Holdings

BWI Holdings, Inc. -- http://www.budgetwaste.com/-- is holding
company with its primary subsidiary, a waste solutions company
located in Western Canada, that provides complete waste and
recycling services to commercial, industrial, construction,
homebuilding, oilfield and residential clients.  With its broad
range of innovative services, Budget offers its customers more
value than other companies and competitive rates.


BUILDING MATERIALS: Has Going Concern Doubt; Warns of Bankruptcy
----------------------------------------------------------------
Building Materials Holding Corporation filed its Annual Report on
Form 10-K for the period ended December 31, 2008.  BMHC reported
net loss of $215 million on total sales of $1.32 billion for year
2008, compared to net loss of $313 million on total sales of $2.17
billion for 2007.

BMHC said there is substantial doubt about its ability to continue
as a going concern.

"We may not be able to meet near-term working capital and
scheduled interest and debt payment requirements if cash flows are
inadequate from our suppressed operating activities or if our
access to the revolver portion of our credit facility is
restricted due to lack of compliance with financial covenants or
revolver borrowing base limitations.  Absent any waiver,
forbearance or modification to our current credit agreement or
other financing options, we believe our recurring losses from
operations, interest and debt burden amid declining sales and
potential inability to generate sufficient cash flow to meet our
obligations and sustain our operations raise substantial doubt
about our ability to continue near-term as a going concern," the
Company explained.

"Additionally, our long-term future is dependent on more normal
levels of single-family housing starts and our ability to
implement and maintain cost structures, including reduced interest
and debt, that align with single-family housing trends.  If this
fails to transpire or if we cannot obtain a waiver, forbearance or
modification to our current credit agreement or other financing
options, we may not be able to continue as a going concern and may
potentially be forced to seek relief through a bankruptcy filing.
Such actions may have an adverse impact on the holders of our
common shares," the Company continued.

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.  Operating results, particularly
income from continuing operations, are a primary factor for the
covenants and BMHC's ability to comply with the covenants depends
on its operating performance.  At December 31, 2008, BMHC was in
compliance with the financial covenants of the credit agreement.

In March 2009, BMHC obtained a limited waiver through April 15,
2009, for lack of compliance with the monthly Adjusted EBITDA
requirement.  As a result, BMHC preserved access to limited
liquidity as it may borrow up to $20 million on the revolver
portion of its credit facility.  Each lender approving the limited
waiver was paid a fee of 0.10% of their revolver commitment and
their portion of the outstanding principal amount of the term
note.

Previously, BMHC obtained waivers for financial covenants related
to its credit agreement due to lower than planned operating
performance as of both June 2008 and December 2007.  In September
2008, BMHC entered into an amendment to its credit agreement with
lenders.  The amended credit facility provides a $200 million
revolver subject to borrowing base limitations and a $340 million
term note maturing in November 2011.  As of December 31, 2008, no
borrowings were outstanding under the revolver and $325.8 million
was outstanding under the term note.  As of March 31, 2009, there
were $2.3 million borrowings outstanding under the revolver and
$313.8 million was outstanding under the term note.

Due to the difficulty of reliably projecting operating results
within the suppressed business conditions of the homebuilding
industry, BMHC indicated there is significant uncertainty as to
its ability to meet the financial covenants of its current credit
agreement during 2009.  Also, BMHC's independent registered public
accounting firm -- KPMG LLP in San Franciso, California --
included a going concern explanatory paragraph in their report on
BMHC's financial statements for the year ended December 31, 2008,
citing among other things, the uncertainty BMHC will remain in
compliance with the financial covenants.  The going concern
explanatory paragraph would constitute a default under the credit
agreement.

In April 2009, BMHC obtained a waiver for the going concern
explanatory paragraph.  BMHC and the lenders -- as reported in
yesterday's Troubled Company Reporter -- agreed to extend the
limited waiver through June 1, 2009.  This waiver continues to
waive the monthly Adjusted EBITDA, forecast and projection
requirements of the credit agreement.  The limited waiver limits
borrowings under the revolver to $20 million subject to borrowing
base limitations and limits capital expenditures to $0.5 million.
This limited waiver also requires BMHC to complete timely tax
filings for tax refunds as a result of net operating losses and
provide a revised business plan.

A full-text copy of the LIMITED WAIVER AGREEMENT, dated April 13,
2009, among BUILDING MATERIALS HOLDING CORPORATION, BMC WEST
CORPORATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the
Letter of Credit Issuer, the Swingline Lender and the
administrative agent for the Lenders, is available at no charge at
http://ResearchArchives.com/t/s?3b8b

The satisfaction of the conditions of timely tax filings and
revised business plan are subject to the discretion of the
lenders.  Each lender approving the waiver for the going concern
explanatory paragraph and extending the limited waiver was paid a
fee of 0.10% of their revolver commitment and their portion of the
outstanding principal amount of the term note.

BMHC is currently negotiating with lenders to modify the credit
agreement.  These negotiations may provide BMHC additional time
and flexibility to develop a capital structure to support its
long-term strategic plan and business objectives.

A full-text copy of BMHC's Annual Report is available at no charge
at http://ResearchArchives.com/t/s?3b8c

             About Building Materials Holding Corp.

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.

As of December 31, 2008, the Company had $539.7 million in total
assets and $495.4 million in total liabilities.


CAESARS ENTERTAINMENT: S&P Cuts Issue-Level Rating on Debt to 'D'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Harrah's Entertainment Inc. and its
wholly owned subsidiary, Harrah's Operating Co. Inc., to 'SD' from
'CC'.  S&P also lowered its issue-level rating on each of HOC's
and Caesars Entertainment Inc.'s senior secured second-priority,
senior unsecured, and subordinated debt issues to 'D' from 'C'.

In addition, S&P revised its recovery rating on HOC's existing
second-priority notes to '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for lenders in the event of a
payment default, from '5'.  The revised recovery rating reflects
the substantial increase in second-priority debt following the
issuance of approximately
$3.65 billion of new second-lien notes.

Finally, S&P affirmed its issue-level rating on HOC's first-lien
senior secured credit facilities at 'B-', and removed it from
CreditWatch, where it was placed with negative implications
March 6, 2009.  The recovery rating on these loans remains at '1',
indicating S&P's expectation of very high (90% to 100%) recovery
in the event of a payment default.

These rating actions follow the settlement of the company's below-
par debt tender offer, which Standard & Poor's Ratings Services
views as being tantamount to default given the distressed
financial condition of the company.

"We will continue to rate HET and HOC, and expect to raise the
corporate credit rating to 'CCC' with a negative outlook later
this week," said Standard & Poor's credit analyst Ben Bubeck.  "At
that point, S&P would also raise its issue-level rating on each of
HOC's existing senior secured second-priority, senior unsecured,
and subordinated debt issues to 'CC' (two notches lower than the
expected 'CCC' corporate credit rating) from 'D'.  The recovery
rating on these securities will remain at '6'."


CALIFORNIA RURAL: S&P Downgrades Rating on 2006 FH-1 Bonds to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B' from 'BBB+' on the California Rural Home Mortgage Finance
Authority's Homebuyer Fund senior and subordinate bonds, series
2006 FH-1.  The outlook is stable.

"The lowered rating reflects S&P's opinion of the poor performance
of the loans -- 34% of which are either 60 or more days delinquent
or in foreclosure -- and the small size of the loan pool," said
Standard & Poor's credit analyst Larry Witte.  "In addition, the
rating reflects that of Radian Guaranty Inc., which was recently
lowered to 'BB-/Stable'.  The support from Radian affects the
entire loan pool and its downgrade had a significant impact on the
series 2006 FH-1 bonds."

The bonds were issued in 2006 as the first series of a parity
indenture.  The issuer had planned to issue more bonds under the
indenture, which would have provided a larger loan base.  However,
further issues did not occur and S&P understands that CRHMFA has
no imminent plans for more issuances under this resolution.


CC HOLDINGS: Moody's Rates New Senior Secured Notes at 'Ba1'
------------------------------------------------------------
Moody's Investors Service rated the new senior secured notes
issued by CC Holdings GS V LLC, an indirect wholly-owned
subsidiary of Crown Castle International Corp. Ba1.

The proceeds of the notes, together with cash on hand, are
expected to be utilized towards repayment of the outstanding
mortgage trust notes at the company's Global Signal subsidiaries
which mature in February 2011.  The anticipated retirement of the
$1.5 billion 2011 notes will significantly alleviate concerns
regarding the company's intermediate term refinancing needs.
Consequently, Moody's also revised the outlook on CCIC's ratings
to stable from negative.  Moody's concurrently affirmed CCIC'S Ba3
corporate family rating and probability of default rating.  In
addition, Moody's upgraded the company's short-term liquidity
rating to SGL-2 from SGL-3, indicating good liquidity given
healthy internal cash flow generation in addition to a lessened
need to satisfy near-term looming debt maturities solely out of
internally generated cash flows.

The existing senior secured credit facilities at Crown Castle
Operating Company were downgraded to Ba3 (LGD4 -55%) from Ba1
(LGD2 - 24%), while the senior unsecured notes at CCIC were
downgraded to B2 (LGD5 - 87%) from B1 (LGD5 - 79%) as these debt
instruments will now be structurally and contractually junior to
the new senior secured credit notes at CCH.

Downgrades:

Issuer: Crown Castle International Corp.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
     LGD5, 87% from B1, LGD5, 79%

Issuer: Crown Castle Operating Company

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3, LGD4,
     55% from Ba1, LGD2, 24%

Upgrades:

Issuer: Crown Castle International Corp.

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from
     SGL-3

Assignments:

Issuer: CC Holdings GS V LLC

  -- Senior Secured Regular Bond/Debenture, Assigned Ba1, LGD2,
     14%

Outlook Actions:

Issuer: Crown Castle International Corp.

  -- Outlook, Changed To Stable From Negative

Issuer: Crown Castle Operating Company

  -- Outlook, Changed To Stable From Negative

So far, in 2009, CCIC has been able to raise nearly $2 billion in
debt, which together with internal cash, should cover the
company's expected $2.0 billion in maturities through the end of
2011, including
$290 million of Global Signal Trust II notes maturing December
2009, $150 million outstanding under the company's revolving
credit facility due in January 2010, and $1.55 billion Global
Signal Trust III notes maturing February 2011.  Therefore, the
company should have the capacity to satisfy the amortization
triggers on its 2005 and 2006 Tower Securitization Notes of $1.9
billion and $1.55 billion, respectively, beginning in June 2010,
without impairing its normal operations.

As refinancing risk and the company's near term liquidity position
were the main negative drivers of CCIC's ratings, a successful
capital raising campaign will remove these key rating concerns.
The stable outlook also reflects greater future cash flows that
will support the non-securitized debt obligations.  According to
Gerry Granovsky, Senior Credit Officer, "We expect CCIC's standing
as a leading operator in the stable wireless tower industry to
support improving credit fundamentals over the rating horizon that
could potentially trigger upward ratings movement over time if the
company maintains its current course of de-leveraging and
liquidity preservation."

CCIC's ratings were assigned by evaluating factors Moody's believe
are relevant to the credit profile of the issuer, such as i) the
business risk and competitive position of the company versus
others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near- to intermediate-term, and iv)
management's track record and tolerance for risk.  These
attributes were compared against other issuers both within and
outside of CCIC's core industry and CCIC's ratings are believed to
be comparable to those of other issuers of similar credit risk.

Moody's most recent rating action was on January 22, 2009, at
which time Moody's assigned a B1 rating to CCIC's new senior
unsecured notes.  The ratings outlook remained negative.

Based in Houston, Texas, Crown Castle International Corp (NYSE:)
is a wireless tower operator.


CC HOLDINGS: S&P Assigns 'BB' Rating on $101 Bil. Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level and '1' recovery ratings to CC Holdings GS V LLC's
$1.1 billion of secured notes due 2017, to be issued jointly with
Crown Castle GS III Corp. as co-issuer.  Crown Castle GS III Corp.
and CC Holdings GS V LLC are intermediate holding companies of
Houston-based tower operator Crown Castle International Inc.'s
which are, in turn, owned by another Crown Castle intermediate
holding company, Crown Castle Operating Co. Inc. Proceeds will be
used to terminate all existing loans and the related Global Signal
Trust III Commercial Mortgage Pass-Through Certificates, Series
2006-1, and to pay related fees.  The '1' recovery rating
indicates expectations of very high (90%-100%) recovery in the
event of a payment default.

S&P also affirmed the company's 'B+' corporate credit rating and
the 'BB' secured bank loan and attendant '1' recovery rating on
Crown Castle Operating Co.  In addition, S&P raised the rating on
the
$900 million of unsecured notes at parent Crown Castle to 'B+'
from 'B'.  S&P also revised the recovery rating on this debt to
'3' from '5'.  The '3' recovery indicates prospects for meaningful
(50%-70%) recovery in the event of a payment default.  This
reflects the lower amount of priority debt relative to this issue,
with the repayment of $1.55 billion of securitization debt with
the proposed $1.1 billion of secured notes and other funds.

The outlook is stable.  Funded debt outstanding at year-end 2008,
pro forma for an early 2009 debt issuance, totaled $7 billion.
The new issue, coupled with the $900 million of debt issued
earlier this year, addresses S&P's concern about the $1.55 billion
in debt maturities in February 2011.  However, a significant
potential step-up in interest rate and accelerated repayment
requirement on the remaining
$3.5 billion in securitization debt will occur if these securities
are not refinanced in June 2010 ($1.9 billion) and November 2011
($1.55 billion).

"We expect the high degree of stability of the tower leasing
business' cash flows to continue to support the 'B+' rating over
the next year despite high leverage for the rating," said Standard
& Poor's credit analyst Catherine Cosentino.


CHARTER COMMUNICATIONS: Gets OK to Pay Prepetition Fees, Use Cash
-----------------------------------------------------------------
Charter Communications Inc. won permission from the U.S.
Bankruptcy Court for the Southern District of New York to pay pre-
bankruptcy fees owed to business partners and use its lenders'
cash collateral after a judge said unsecured creditors will be
paid in full, a Bloomberg report said.

According to Carla Main of Bloomberg, Judge James Peck allowed the
Company to pay for services or goods delivered prepetition
following the resolution of objections from Law Debenture Trust
Co. of New York, trustee for holders of Charter's 6.5% notes due
2027.  Judge Peck also approved the use of cash to fund operations
while the Company reorganizes.

In response to Charter's proposal to use cash collateral,
Wilmington Trust Company filed a statement in Court asserting that
the denial of adequate protection to the second lien noteholders
pending entry of the final order approving the use of cash
collateral violates the intercreditor agreement among Wilmington
Trust and the first lien secured parties.  Wilmington Trust also
reserved all rights of the second lien noteholders under that
agreement.

A copy of the Court's final order granting the Debtors permission
to use cash collateral is available for free at:

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

                    Lenders with Liens on Cash

As of their bankruptcy filing, Charter had approximately
$640 million of cash on hand which comprises the cash collateral.

Charter Communications Operating, LLC is party to an $8 billion
Amended and Restated Credit Agreement, dated as of March 6, 2007
by and among CCO, as borrower; CCO Holdings, LLC, as guarantor;
JPMorgan Chase Bank, N.A., as administrative agent for the lenders
from time to time party thereto; JPMorgan Chase Bank, N.A. and
Bank of America, N.A., as syndication agents; Citicorp North
America, Inc., Deutsche Bank Securities Inc, General Electric
Capital Corporation and Credit Suisse Securities (USA) LLC, as
revolving facility co-documentation agents; Citicorp North
America, Inc., and Credit Suisse Securities (USA) LLC, General
Electric Capital Corporation and Deutsche Bank Securities Inc., as
term facility co-documentation agents.

The Credit Agreement -- the First Lien Facility -- provides for
financing of up to $8 billion consisting of:

  (a) a $6.5 billion senior secured term loan, with the ability
      to enter into incremental term loans in the aggregate
      amount of up to $0.5 billion, and

  (b) a $1.5 billion senior secured revolving credit facility.

From time to time and as of the Petition Date, CCO has entered
into certain interest rate swap agreements -- each a Specified
Hedge Agreement -- with certain non-Debtor counterparties who
were, at the time of entering into the Specified Hedge Agreements,
First Lien Lenders under the Credit Agreement.  The Operating
Debtors' obligations under the Specified Hedge Agreements also
constitute secured obligations under a Guarantee and Collateral
Agreement and are secured with security interests
in the collateral pledged thereunder.

                    Summary of Terms

In its motion filed before the Court, Charter proposed these terms
for the cash collateral use:

Parties with Interest
in Cash Collateral:      JPMorgan Chase Bank, N.A., as
                        administrative agent and as syndication
                        agent, Bank of America, N.A., as co-
                        syndication agent, Citicorp North
                        America, Inc., Deutsche Bank Securities
                        Inc., General Electric Capital
                        Corporation and Credit Suisse Securities
                        (USA) LLC, as revolving facility co-
                        documentation agents and as term
                        facility co-documentation agents, and
                        the First Lien Lenders party to the
                        Credit Agreement, and the non-Debtor
                        counterparties to each Specified Hedge
                        Agreement

                        Wilmington Trust Company, as
                        representative of the Second Lien
                        Secured Parties

                        Bank of America, N.A., as representative
                        of the Third Lien Secured Parties.

Use of Cash Collateral:  (a) working capital and general
                            corporate purposes, including, but
                            not limited to, capital expenditures
                            and making payments to general
                            unsecured creditors of the Operating
                            Debtors in the ordinary course on
                            account of their prepetition claims;

                        (b) adequate protection payments;

                        (c) fees payable pursuant to the
                            Debtors' management agreements; and

                        (d) distributions to Affiliated Debtors
                            for administrative costs and
                            expenses related to the
                            administration of their Chapter 11
                            Cases.

Adequate Protection:     In each case subject to the Carve Out,
                        the Administrative Agent and the First
                        Lien Lenders, and, as applicable,
                        the non-Debtor counterparties to each
                        Specified Hedge Agreement will receive:

                        -- Section 507(b) Claim
                        -- Adequate Protection Liens
                        -- Adequate Protection Payments
                        -- Covenants
                        -- Reports

Carve Out:               The Adequate Protection Liens, the
                        507(b)Claims and any other adequate
                        protection, liens or claims securing the
                        Prepetition First Lien Obligations
                        granted held by the Adequate
                        Protection Parties are subject to:

                        (a) unpaid fees payable to the United
                            States Trustee and clerk of the
                            Bankruptcy Court,

                        (b) allowed professional fees and
                            expenses incurred by the Debtors and
                            any statutory committee appointed in
                            the Chapter 11 Cases and unpaid,
                            prior to the delivery of a Carve-Out
                            Trigger Notice,

                        (c) Professional Fees incurred after the
                            first business day following
                            delivery of the Carve-Out Trigger
                            Notice in an aggregate amount not in
                            excess of $20 million, and

                        (d) the approved professional fees and
                            Expenses incurred by any court
                            appointed Chapter 7 trustee up to an
                            aggregate amount of $200,000.

Term:                    The use of Cash Collateral will end on
                        the earliest of occur of: (i) six months
                        from the date of entry of the Interim
                        Cash Collateral Order; (ii) 25 days
                        after the Petition Date if the Final
                        Order has not been entered on or before
                        that date; or (iii) upon five business
                        days' written notice after the
                        occurrence and continuation of a
                        Termination Event.

Meanwhile, Charter Communications has asked the Bankruptcy Court
to drop a suit filed by JPMorgan Chase Bank N.A.  Under the terms
of its prearranged plan of reorganization, Charter Communications
seeks to reinstate approximately $11.8 billion in senior debt
instruments, including a credit agreement to which JPMorgan serves
as administrative agent for certain senior secured creditors.
The Debtors' counsel, Richard M. Cieri, Esq., at Kirkland & Ellis
LLP, in New York, asserts that because the Plan is contingent on
reinstatement, Charter's ability to reinstate its senior debt
instruments under Section 1124 of the Bankruptcy Code will be a
critically important aspect of the confirmation hearing scheduled
for late July.  "Instead of complying with the ordinary bankruptcy
rules and procedures for objecting to a proposed plan, JPMorgan
has launched a preemptive strike in the form of a three count
adversary complaint," Mr. Cieri tells the Court.  "The entire
purpose of this complaint is to obtain declaratory relief that
might block reinstatement and derail confirmation," he contends.

The Court will consider the Debtors' request for approval of the
disclosure statement explaining the Plan on April 29, 2009 at
10:00 a.m.

                   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 FINANCIAL: Fitch Downgrades Ratings on Various Notes
-------------------------------------------------------------
Fitch Ratings has downgraded certain classes of notes from each of
Chrysler Financial LLC, GMAC LLC, and Ford Motor Credit Company
related dealer floorplan asset-backed securities.  Each class of
notes remains on Rating Watch Negative.

Additionally, given the depth and breadth of challenges faced by
domestic auto manufacturers and their dealer networks by
extension, Fitch will not consider rating new transactions until
it can provide more definitive guidance on how corporate risk and
the impact of system wide deterioration are fully incorporated
into its rating methodology and process for these related
transactions.

The rating actions reflect the significant financial challenges
impacting Chrysler LLC (Fitch Issuer Default Rating of 'C'),
General Motors Corp. ('C' IDR) and Ford Motor Company ('CCC' IDR),
their related finance companies and respective franchised dealer
networks.  Severely depressed March new vehicle sales levels along
with recent U.S. government announcements, including the rejection
of General Motor's and Chrysler's submitted viability plans and
increased potential for one or more of the domestic auto
manufacturers to file for bankruptcy, with or without additional
government funding, continues to create a great deal of
uncertainty regarding the near-term prospects for each of the
companies.

As stated in Fitch's Feb. 6, 2009 press release, this
unprecedented set of events affecting the domestic auto industry
creates a risk profile that is outside that currently contemplated
in Fitch's existing criteria for rating DFP ABS.  Specifically,
the existing criteria and stress case scenarios are limited to the
assumption that an individual auto manufacturer files for an
orderly Chapter 11 bankruptcy, the result of which is a
reorganization of the company and continued operations, and
attempts to model the impact to that issuer's outstanding
transactions.  Currently, given the overall economic climate,
ongoing disruptions in the credit and capital markets and all
three domestic auto manufacturers facing financial difficulties
simultaneously, the potential for a large number of franchised
dealers to experience financial difficulty or bankruptcy over a
short time frame, necessitating the liquidation of a large number
of vehicles in an already depressed consumer demand environment,
could impact key performance variables including monthly payment
rates, dealer defaults and loss severity beyond those utilized in
assigning the original ratings.

The revised ratings of FMCC and GMAC issued DFP ABS also reflect
Fitch's opinion that with Ford Motor Company's and General Motors
Corp.'s greater scale and relevance to U.S. manufacturing
capabilities, there is a higher likelihood of some base level of
government support which would allow for continued operation of
the manufacturers.  If this is the scenario that unfolds, current
enhancement levels in each of their related DFP ABS provide a
strong degree of protection for their respective DFP ABS
issuances.  Additionally, the affirmation of FCFMOT series 2006-3
class A notes and class B notes at 'AAA' on Rating Watch Negative
and 'A' on Rating Watch Negative, respectively, reflect their
upcoming June 2009 expected final payment date and Fitch's opinion
that Ford's financial condition and the transactions performance
metrics will remain within expectations during the next two
months.  Fitch has distinguished CF's DFP ABS ratings to recognize
the view of heightened risk of a Chrysler LLC bankruptcy and
liquidation scenario and the pressure that would create on the
dealer network and vehicle values.

Fitch has decided to refrain from rating new DFP ABS transactions
from any of the three domestic issuers until it has better
addressed the high level of variance and uncertainty in
determining stress case assumptions for key performance variables
for these issuers, particularly at the 'AAA' level.

Key to determining the basis for updated thresholds to address the
multitude of risks that have developed will be clarity in outcomes
for government aid and potential financial and operating
restructurings for Chrysler, GM and Ford.  In addition, it will be
important to assess the near-term outlook for the domestic auto
industry as a whole as well as the financial and operating
prospects for each of the individual auto manufacturers.  Without
a clear assessment of the near-term outlook, there exists a great
deal of potential variance to cashflows and default and severity
assumptions for dealer floorplan loans supporting each of these
DFP ABS.

Fitch envisions future Fitch rated new DFP ABS issuances from
captive finance companies, whether auto related or not, where
significant manufacturer concentrations are present, will likely
be limited to manufacturers who maintain at minimum a 'B' IDR
rating level.  In addition, Fitch will attempt to establish stress
case scenarios that address corporate risk and the system wide
deterioration currently impacting the domestic auto industry to
ensure any future 'AAA' ratings have addressed these risks
sufficiently.

The classes listed below are fixed and floating rate notes issued
by CF (MCFOT), FMCC (FCFMOT) and GMAC (SWIFT and SMART) secured by
loans made by each company to franchised vehicle dealerships to
support their purchase and flooring of vehicles manufactured by
the related manufacturer. The rating actions affect approximately
$11.3 billion in outstanding DF ABS rated by Fitch.

Master Chrysler Financial Owner Trust (MCFOT) (f.k.a
DaimlerChrysler Master Owner Trust)

  -- Series 2006-A term notes downgraded to 'A' from 'AAA'.

Ford Credit Floorplan Master Owner Trust A (FCFMOT)

  -- Series 2006-3 class A notes remain at 'AAA';
  -- Series 2006-3 class B notes remain at 'A';
  -- Series 2006-4 class A notes downgraded to 'AA' from 'AAA';
  -- Series 2006-4 class B notes downgraded to 'BBB' from 'A'.

Superior Wholesale Inventory Financing Trust (SWIFT X)

  -- Series 2004-A class A notes downgraded to 'AA' from 'AAA';
  -- Series 2004-A class B notes downgraded to 'BBB' from 'A';
  -- Series 2004-A class C notes downgraded to 'BB' from 'BBB';

Superior Wholesale Inventory Financing Trust (SWIFT XI)

  -- Series 2005-A class A notes downgraded to 'AA' from 'AAA';
  -- Series 2005-A class B notes downgraded to 'BBB' from 'A;
  -- Series 2005-A class C notes downgraded to 'BB' from 'BBB+';
  -- Series 2005-A class D notes downgraded to 'B' from 'BB+';

Superior Wholesale Inventory Financing Trust (SWIFT 2007-AE-1)

  -- Class A notes downgraded to 'AA' from 'AAA';
  -- Class B notes downgraded to 'BBB' from 'A+';
  -- Class C notes downgraded to 'BB' from 'BBB+';
  -- Class D notes downgraded to 'B' from 'BB+'.

SWIFT Master Auto Receivables Trust (SMART)

  -- Series 2007-2 class A notes downgraded to 'AA' from 'AAA';
  -- Series 2007-2 class B notes downgraded to 'BBB' from 'A+';
  -- Series 2007-2 class C notes downgraded to 'BB' from 'BBB+';
  -- Series 2007-2 class D notes downgraded to 'B' from 'BB+';

All transactions remain on Rating Watch Negative.


CHRYSLER LLC: Deadline to Complete Fiat Merger Looms
----------------------------------------------------
Chrysler LLC's April 30 deadline to sign a merger deal with Fiat
SpA is approaching, with the results going either way, based on
various media reports.

Dow Jones Newswires reported 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
U.S. President Barack Obama gave to the Company.

According to an April 16 report by Bloomberg's Carla Main,
however, Marchionne said that Fiat would consider buying Chrysler
LLC assets if the two don't forge an alliance and the Italian
company's troubled U.S. counterpart declares bankruptcy.  The CEO
told reporters in Zurich on March 15 that Chapter 11 bankruptcy
isn't Chrysler's best option and it shouldn't try to survive by
liquidating assets.  Bloomberg said that Fiat is seeking to take
an equity stake in Chrysler if the U.S. automaker can eliminate
most of its bank debt and win concessions from labor unions by the
end of the month.

Unless Chrysler LLC's Canadian and American unions agree to
substantial labor-cost reductions by the end of the month, Fiat
will abandon Chrysler LLC, leaving it to fend for itself in
bankruptcy court, Eric Reguly and Greg Keenan at The Globe and
Mail reported, citing Fiat's CEO.

The Globe and Mail said that for Chrysler, which is subsisting on
cash borrowed from the U.S. and Canadian governments, the deal
with Fiat is the last chance to avoid a bankruptcy filing and
possible liquidation.  But Fiat is prepared to scrap the deal and
look elsewhere for an international partner if the unions do not
agree to match the lower labour costs of Japanese and German
plants in the United States and Canada, Mr. Marchionne said in an
exclusive interview with The Globe and Mail at the Italian auto
maker's headquarters in Turin.  He added saying, "Absolutely we
are prepared to walk. There is no doubt in my mind. We cannot
commit to this organization unless we see light at the end of the
tunnel."

Mr. Marchionne did not offer odds on a Chrysler bankruptcy, other
than to say that a Chapter 11 bankruptcy-protection filing "is an
option" in the absence of a partnership agreement.  The Globe and
Mail says Mr. Marchionne wouldn't rule out a Chapter 7 filing -
liquidation - meaning 85 years of Chrysler history would come to
an end.

                     Structured Bankruptcy

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

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

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

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

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

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

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

                         About Chrysler LLC

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

                         Liquidity Crunch

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

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

A copy of the Chrysler viability plan is available at:

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

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

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

                           *     *     *

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

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

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

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


CHRYSLER LLC: Fiat May Buy Assets If Firm Goes Bankrupt
-------------------------------------------------------
Fiat SpA, according to its chief executive officer, Sergio
Marchionne, may consider purchasing Chrysler LLC assets if the two
firms fail to reach a merger agreement and Chrysler declares
bankruptcy, Antonio Ligi and Marco Bertacche at Bloomberg News
report.

As reported by the Troubled Company Reporter on April 16, 2009,
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.

Citing Mr. Marchionne, Bloomberg relates that Chrysler shouldn't
try to survive by liquidating assets. "Selling assets from a
company that is in liquidation is not necessarily the best way to
achieve value for any of the people involved," Bloomberg quoted
Mr. Marchionne as saying.  According to Bloomberg, Fiat
spokesperson Gualberto Ranieri said, "Everyone would be interested
in Chrysler assets in case of bankruptcy, not just Fiat."

                         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: Retirees to Ask Auto Task Force to Keep Benefits
--------------------------------------------------------------
Alex P. Kellogg and Sharon Terlep at The Wall Street Journal
report that representatives of more than 200,000 salaried retirees
from General Motors Corp., Chrysler LLC, Ford Motor Co., and
Delphi Corp. this week will seek a meeting with the auto task
force in hopes of preserving their benefits and pensions.

WSJ states that salaried retirees are among the most vulnerable
groups in restructurings and bankruptcies as they aren't
represented by unions and firms can cut their retirement packages.
WSJ notes that salaried retirees aren't locked into labor
contracts requiring protracted negotiations and instead, their
contracts often include clauses that allowed benefits to be cut.
WSJ quoted Dennis Black, interim chairperson at Delphi Salaried
Retirees Association as saying, "We're the people who invented the
stuff, built the stuff, designed the stuff.  But we're not
represented."

WSJ relates that salaried retiree groups have asked to meet with
the auto task force but haven't yet been granted a meeting.  The
groups, says WSJ, formally joined forces in March to make sure
their concerns are heard.

According to WSJ, retirees at GM and Chrysler fear losing many
benefits in the government-led reorganization of the two firms.
WSJ relates that Delphi, which has been stuck in bankruptcy
protection for more than three years, cut in March the health-care
benefits of its salaried retirees.  WSJ quoted National Chrysler
Retirement Organization spokesperson Michael Kane as saying, "We
do have a vision of what happens . . . because Delphi has gone
through it.  So we're not just raising our arms saying 'we're
frightened.' "

The retirees' representatives said that the group will discuss
ways of protecting their retirement packages in a conference call
on April 17, 2009, WSJ relates.

WSJ reports that GM has increased over the years the share that
retirees must pay for their health care and, starting this year,
the Company took out medical coverage for retirees and dependents
older than 65, who are eligible for Medicare.  GM, says WSJ, gives
these retirees a "medical expense credit" to help offset
additional costs.  WSJ notes that the white-collar retirees
typically pay a larger share of their medical benefits than their
hourly counterparts.

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.


CMR MORTGAGE: Wants to Hire Binder & Malter as Counsel
------------------------------------------------------
CMR Mortgage Fund II LLC asks the Hon. Thomas E. Carlson of the
United States Bankruptcy Court for the Northern District of
California for authority to employ Binder & Malter, LLP as its
general reorganization counsel to provide legal advice to the
Debtors.

The firm previously provided legal advice to California Mortgage
and Realty Inc. who manages the Debtor.  CMRI does not own any
equity in the Debtor and is not a parent corporation.  The firm no
longer represents CMRI.  On the one hand, the firm is representing
Hamilton Creek LLC as counsel in case number 08-31285 TEC pending
before this Court.  The Debtor is a member of Hamilton Creek and
holds a 14.36% minority interest in it.

Papers filed with the Court did not disclose the firm's
compensation rates.

Robert G. Harris, Esq., partner of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Furthermore, the Debtor is asking the Court for permission to
employ Stein & Lubin LLP as its corporate counsel.

San Francisco, California-based CMR Mortgage Fund II, LLC, filed
for Chapter 11 protection on March 31, 2009 (Bankr. N. D. Calif.
Case No. 09-30788).  The Debtor listed estimated assets of
$100 million to $500 million, and estimated debts of $10 million
to $50 million.


COLIBRI GROUP: Bidz.com Sells IP Assets to Berkshire Unit
---------------------------------------------------------
Bidz.com has sold all the intellectual property, trademarks and
tools of Krementz, Van Dell, Shiman, Dolan & Bullock, Taylor
Avedon, Angelite, Skal, Skalet, Magical Years, Little Miss Pride,
Sideways, Darling Diamonds, Fingerprint Locket and others that it
acquired in the bankruptcy auction of The Colibri Group to
Richline Group, Inc., a Berkshire Hathaway Company.  The Company
also agreed in principle to buy future close-outs from Richline on
a non-exclusive basis.

Richline Group, Inc., a wholly-owned subsidiary of Berkshire
Hathaway Inc., is the USA's foremost fine jewelry manufacturer and
the largest importer of gold jewelry.  The major brands comprising
Richline's portfolio are Bel-Oro, Michael Anthony, Aurafin,
AuraGem, Sardelli, Pace Designs, Prime Time, Alarama, ALA Casting,
Gold Expressions, Town & Country Jewelry, and Baby Gold.  The
company manufactures and distributes precious metal jewelry
products that are sold at thousands of outlets across all key
distribution channels.  The firm is a major, prime, worldwide
manufacturer in the USA, Italy, India, Israel, Turkey, Bolivia,
China and the Dominican Republic.

"This important transaction with Richline to sell both the
intellectual property and tools from the recent Colibri Group
bankruptcy auction, as well as to buy future closeouts from
Richline on a non-exclusive basis, represents Bidz's continued
recognition and growing importance in the jewelry world," said
David Zinberg, Chief Executive Officer of Bidz.com.  "Our
increased awareness, stature and financial position allows us to
take advantage of important opportunities such as these.  We look
forward to continuing to work with the Richline Group in the
coming months and years ahead."

                          About Bidz.com

Founded in 1998, Bidz.com -- http://www.bidz.com/-- is an online
retailer of jewelry.  Bidz offers its products through at live
auction format as well as a fixed price online retail store,
Buyz.com.  Bidz.com's auctions are also available in Arabic,
German and Spanish.

                        About Colibri Group

Based in Providence, Rhode Island, The Colibri Group designs,
manufactures and markets jewelry, lighters, smoking accessories,
and clocks.  The Company was founded in 1928 with the invention of
the world's first automatic lighter.  The Company sells its
products through 20,000 U.S. outlets, including major national
chains and independent retailers, as well as broad-based
international distribution.

As reported by the Troubled Company Reporter on January 20, 2009,
Colibri Group shut down its operation, laid off about 280 workers,
and went under receivership.


CROWN HOLDINGS: S&P Raises Corporate Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Crown Holdings Inc. and its subsidiaries, including its
corporate credit rating to 'BB' from 'BB-'.  The outlook is
stable.

In addition, Standard & Poor's raised the senior secured debt
ratings on Crown to 'BB+' from 'BB'.  The recovery ratings on the
senior secured debt remain unchanged at '2', indicating S&P's
expectation of substantial (70% to 90%) recovery in a payment
default.

Standard & Poor's also raised the senior unsecured debt ratings,
to 'BB-' on issues that are guaranteed and to 'B+' on issues that
are not guaranteed, from 'B'.  At the same time, S&P assigned
recovery ratings to the senior unsecured debt.  The issues that
are guaranteed have a recovery rating of '5', indicating modest
(10% to 30%) recovery, and the issues that are not guaranteed have
a recovery rating of '6', indicating negligible (0% to 30%)
recovery.

"The upgrade acknowledges Crown's satisfactory business risk
profile as a leading global can manufacturer and a strengthening,
although still aggressive, financial risk profile," said Standard
& Poor's credit analyst Cynthia Werneth.  As of Dec. 31, 2008,
total adjusted debt was about $4.4 billion.  S&P adjusts debt to
include off-balance sheet receivables and lease financing, as well
as underfunded postretirement obligations and asbestos liabilities
on a tax-effected basis.

S&P believes that despite difficult economic conditions the
company will continue to generate relatively stable earnings and
cash flow.  In addition, S&P believes that leverage will decline
during the next two years as the company applies free cash flow
primarily to debt reduction.  Consequently, funds from operations
to adjusted total debt should remain in the 15% to 20% range S&P
considers appropriate for the ratings.  There is some room in the
ratings for moderate-sized acquisitions.  S&P could lower the
ratings if performance falls below this range and a return to
appropriate levels in a short period of time seems unlikely.  On
the contrary, S&P could revise the outlook to positive or raise
the ratings slightly if the funds from operations to debt ratio
strengthens to the 20% area and appears poised to remain there or
improve further.

Philadelphia-based Crown is primarily a metal container
manufacturer with annual sales of about $8 billion.  The company's
business strengths include leading shares in a number of segments,
global operations including good positions in emerging markets
with favorable long-term growth prospects, and greater customer
diversity than most peers.  In addition, metal packaging producers
benefit from fairly stable demand because most of the business is
food and beverage-related, a relatively consolidated industry
structure, and timely contractual pass-through of raw material
cost fluctuations to customers, all of which result in
comparatively stable earnings and cash flow over business cycles.

Crown is the largest global producer of metal food and aerosol
cans, the second-largest producer of metal vacuum closures in the
world, and the third-largest global producer of metal beverage
cans.  In addition, it manufactures decorative tins (used to
package food, tea and coffee, personal care, and other items) and
steel containers (for paints, inks, chemicals, and other
products).


CTI FOODS: Moody's Changes Outlook to Negative; Holds 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service changed CTI Foods Holding Co., LLC's
rating outlook to negative from stable, while affirming all its
ratings, including its B2 corporate family rating and B2
probability of default rating.

"The negative outlook mainly reflects the uncertainty of CTI's
ability in remaining compliant with its financial covenant in the
next 6-12 months," stated Moody's analyst John Zhao.  "The
tightening of the covenant is in part attributed to margin
erosion, thus a concern."

CTI's operating margin weakened recently as a result of delayed
bean products roll-out, commodity price volatility and unfavorable
weather conditions, among other factors.  Additionally, its
revolver balance at year end was higher than Moody's expectation,
in part due to the earlier than expected funding for an ownership
distribution for tax liability made at year end 2008.  The higher
debt balance, combined with soft operating margin and the
scheduled step-down of the maximum leverage covenant, would result
in very limited cushion under the covenant in the coming quarters.

"If a covenant violation materializes, CTI's ratings would be
downgraded," added Mr. Zhao.  "CTI also needs to maintain its
margin to retain its current B2 rating."

The affirmation of CTI's ratings, however, incorporates the
company's credit metrics, which are appropriate for its rating
level and anticipated to remain stable, as CTI benefits from new
product introductions with new and existing customers.  For the
twelve months ended September 6, 2008, debt to EBITDA was about
5.4 times (pro forma for the reversal of a small reduction to
costs from recognition of a cost reimbursement note from a major
customer).  Moody's expects the leverage continues to improve to
below 5.0x as the company ramps up the bean product.  Operating
cash flow for the past few fiscal years has been applied to
capital expenditures for a new bean plant and for additional lines
to accommodate a growing soup business but this spending should
moderate over time.

The rating action is:

Ratings affirmed:

  -- Corporate family rating at B2

  -- Probability of default rating at B2

  -- $40 million 1st lien revolving credit agreement expiring in
     June 2012 at B2 (LGD3, 47%);

  -- $134 million (approximate) 1st lien term loan due in June
     2013 at B2 (LGD3, 47%)

  -- $35 million 2nd lien term loan due in 2014 at Caa1 (LGD6,
     92%)

  -- Outlook: changed to negative from stable

Moody's most recent rating action on December 15, 2008, affirmed
the company's corporate family rating and probability of default
rating with a stable outlook.

Headquartered in Wilder, Idaho, CTI Foods Holding Co., LLC,
manufactures food products primarily for the quick service
restaurant industry.  Revenues for the twelve months ended
September 6, 2008, were approximately $442 million.  CTI is
majority owned by private investors and a private equity firm.


DELPHI CORP: Retirees to Ask Auto Task Force to Keep Benefits
-------------------------------------------------------------
Alex P. Kellogg and Sharon Terlep at The Wall Street Journal
report that representatives of more than 200,000 salaried retirees
from General Motors Corp., Chrysler LLC, Ford Motor Co., and
Delphi Corp. this week will seek a meeting with the auto task
force in hopes of preserving their benefits and pensions.

WSJ states that salaried retirees are among the most vulnerable
groups in restructurings and bankruptcies as they aren't
represented by unions and firms can cut their retirement packages.
WSJ notes that salaried retirees aren't locked into labor
contracts requiring protracted negotiations and instead, their
contracts often include clauses that allowed benefits to be cut.
WSJ quoted Dennis Black, interim chairperson at Delphi Salaried
Retirees Association as saying, "We're the people who invented the
stuff, built the stuff, designed the stuff.  But we're not
represented."

WSJ relates that salaried retiree groups have asked to meet with
the auto task force but haven't yet been granted a meeting.  The
groups, says WSJ, formally joined forces in March to make sure
their concerns are heard.

According to WSJ, retirees at GM and Chrysler fear losing many
benefits in the government-led reorganization of the two firms.
WSJ relates that Delphi, which has been stuck in bankruptcy
protection for more than three years, cut in March the health-care
benefits of its salaried retirees.  WSJ quoted National Chrysler
Retirement Organization spokesperson Michael Kane as saying, "We
do have a vision of what happens . . . because Delphi has gone
through it.  So we're not just raising our arms saying 'we're
frightened.' "

The retirees' representatives said that the group will discuss
ways of protecting their retirement packages in a conference call
on April 17, 2009, WSJ relates.

WSJ reports that GM has increased over the years the share that
retirees must pay for their health care and, starting this year,
the Company took out medical coverage for retirees and dependents
older than 65, who are eligible for Medicare.  GM, says WSJ, gives
these retirees a "medical expense credit" to help offset
additional costs.  WSJ notes that the white-collar retirees
typically pay a larger share of their medical benefits than their
hourly counterparts.

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

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

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

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


DIGITALGLOBE INC: Moody's Assigns 'Ba3' Rating on $300 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to DigitalGlobe,
Inc.'s proposed $300 million (gross proceeds) senior secured note
issuance.  The company will use the note issuance proceeds largely
to refinance existing debt and for general corporate purposes.  As
part of the ratings action, Moody's assigned a Ba3 corporate
family rating and a Ba3 probability of default rating to
DigitalGlobe, along with a SGL-2 liquidity rating indicating good
liquidity.

DigitalGlobe's Ba3 CFR primarily reflects the company's leading
position in a relatively nascent market for satellite imagery, and
the strong stated support for the commercial satellite imagery
industry by the US government.  The Ba3 rating also derives
support from the company's strong near-term financial metrics,
primarily adjusted Debt/EBITDA leverage in the 2x range, offset by
weak near-term free cash flow generation as the company ramps up
capital expenditures towards the expected completion and launch of
its WorldView 2 satellite in the latter half of 2009.  The ratings
are tempered by the technology and business risks manifest in the
company's high customer and asset concentration and the longer-
term uncertainty relating to the company's strategy to expand its
satellite fleet and meet shareholder return requirements.

DigitalGlobe's SGL-2 liquidity rating indicates good liquidity.
Over the 4-quarter horizon to March 31, 2010, DigitalGlobe's main
source of liquidity is expected to be cash on hand, which at
December 31, 2008, amounted to roughly $61 million.  This would be
bolstered by roughly $10 million of cash remaining after the net
proceeds of the senior notes issue have been utilized for the
repayment of the currently outstanding debt.  Additionally,
DigitalGlobe may generate roughly
$20 million of free cash flow over this 4-quarter period once
capital expenditures relating to WorldView 2 have been incurred.

The stable outlook reflects Moody's view that continuing US
government backing of the commercial satellite industry especially
considering the increasing needs for high resolution surveillance
and mapping applications, along with the pledge of the insurance
proceeds on the satellites, mitigate the high emerging business
risk of the commercial satellite sector in the near-term.

This is the first time that Moody's has rated DigitalGlobe.

These first time ratings/assessments were assigned:

Assignments:

Issuer: Digital Globe

  -- Probability of Default Rating, Assigned Ba3

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Corporate Family Rating, Assigned Ba3

  -- Senior Secured Regular Bond/Debenture, Assigned Ba3

Headquartered in Longmont, CO, DigitalGlobe is a commercial
satellite imagery company which operates a constellation of two
Earth imaging satellites -- WorldView-1 and QuickBird.


DIAL-A-MATTRESS: Court Okays Increased Financing for Operations
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
approved a $350,000 increase for its debtor-in-possession
financing, 1800mattress.com said in a statement.

The DIP financing package, which now totals $900,000, is being
provided by Sleepy's Holdings LLC.  Sleepy's is seeking to acquire
the Company through the Chapter 11 process.

The Company sought the increased funding after the court extended
a decision on a final purchaser until the middle of May, roughly
four weeks more than was originally proposed.

"The additional funding enables us to continue to provide the high
quality service, value and product assortment our customers have
come to rely upon from us," said 1800mattress.com Chairman and CEO
Napoleon Barragan.  "Our call center, internet, chat and retail
stores remain open and it is business as usual for our company
during this process."

1800mattress.com and Bethpage, NY-based Sleepy's, the
largest mattress retailer in the country, disclosed their
intention to combine their businesses to deliver greater quality,
service and value to consumers.  The deal is subject to approval
of the bankruptcy court after completion of competitive bidding
procedures routinely implemented in the Chapter 11 cases.

                      About Dial-A-Mattress

Founded in 1976, 1800mattress.com -- http://www.1800mattress.com-
- is the leading national multi-channel (internet, chat, call
center and showrooms) retailer of mattresses, box springs and
bedding products.  It features products by all major brands,
including custom sizes, sofa beds, Murphy beds, futons, and
adjustable and organic beds.

As reported by Troubled Company Reporter on March 23, 2009,
creditors filed a Chapter 7 petition for Dial-A-Mattress Operating
Corp. et al., (Bankr. E.D. N.Y. Case No. 09- 41966). 1-800-
Mattress Corp. and Dial-A-Mattress countered by filing voluntary
chapter 11 petitions.

Marc L. Hamroff, Esq., Leslie A. Berkoff, Esq., and Theresa A.
Driscoll, Esq., at Moritt Hock Hamroff & Horowitz LLP, serve as
the Debtors' counsel.


DIGITALGLOBE INC: S&P Assigns 'B+' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Longmont, Coloado-based commercial
satellite operator DigitalGlobe Inc.  In addition, S&P assigned a
'BB' issue-level rating and a '1' recovery rating to the company's
proposed $300 million senior secured notes due 2014.  The '1'
recovery rating indicates expectations for full (90%-100%)
recovery in the event of default.  Proceeds from the new issuance
are to be used to refinance the company's existing senior credit
facility and senior subordinated notes and for general corporate
purposes.  The proposed notes are to be issued under Rule 144A
with registration rights.  Outstanding debt, pro forma for the new
issuance, totals $300 million.  The outlook is stable.

"The stable outlook incorporates both the successful launch of the
WorldView-2 satellite," said Standard & Poor's credit analyst
Naveen Sarma, "and the expansion of the company's service-level
agreement with the National Geospatial-Intelligence Agency."
Despite current modest leverage for the rating, a near-term
positive outlook is unlikely since even with a successful launch
of WorldView-2, S&P would not expect any meaningful revenues from
this satellite until 2010.  "We would also need more clarity on
the company's long-term growth initiatives and investment
requirements," added Mr. Sarma.


DIPLOMAT CONSTRUCTION: Seeks Court Approval to Use Cash Collateral
------------------------------------------------------------------
Diplomat Construction Inc. asks the U.S. Bankruptcy Court for the
Northern District of Georgia for authority to use cash generated
by its hotel operations.

The cash constitutes as collateral pledged to its lender for loans
granted prepetition.  The Debtor entered into a credit agreement
dated Jan. 16, 2002, with Integrity Bank, who was subsequently
sold to Bank of Hiawassee, Central Bank & Trust Co., New Frontier
Bank, Heartland Bank, The Royal Palm Bank of Florida and Premier
Bank after the Federal Deposit Insurance Corporation took over
Integrity Bank in 2008.  The remaining portion of the prepetition
facility held by Integrity Bank was sold by the FDIC to State Bank
of Texas for $2,420,000 at a January 2009 auction, which give rise
to the Debtor's claims against the Texas bank.  The initial amount
of debt owed to the lender was $8,823,433 but reduced to
$8,774,273.

The Debtor says it has a need for financing to fund its operating
costs and to cover their expenses until the end of May 2009.
Absent of cash would cause irreparable harm to its estate, the
Debtor relates.

As adequate protection, the lender will be granted security
interests and liens in the prepetition collateral.

Atlanta, Georgia-based Diplomat Construction, Inc., owns a hotel
named Red Roof Inn - Airport.  Diplomat Construction is affiliated
with Diplomat Companies, founded by the Patels in 1981, operates
10 hotels in four Southern states, and is the developer behind the
planned Hotel Indigo in the Carnegie Building near Woodruff Park
and a delayed 130-acre retail/lifestyle center in Newnan.

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


EMMIS COMMUNICATIONS: Weak Q4 Results Cue S&P's Junk Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Emmis Communications Corp. and Emmis Operating Co. to
'CCC+' from 'B'.  The rating outlook is negative.

At the same time, S&P revised its recovery rating on Emmis
Operating Co.'s secured credit facilities due 2012 to '4',
indicating S&P's expectation of average (30% to 50%) recovery in
the event of a payment default, from '2'.  S&P lowered the issue-
level rating on this debt to 'CCC+' (at the same level as the
'CCC+' corporate credit rating on the company) from 'B+', in
accordance with S&P's notching criteria for a '4' recovery rating.

"The ratings downgrade reflects Emmis' very weak preliminary
fourth-quarter results, as well as uncertainty regarding the
ultimate outcome of the company's decision to hire Blackstone
Advisory Services L.P. to explore a potential amendment or
restructuring," said Standard & Poor's credit analyst Michael
Altberg.

As of Feb. 28, 2009, S&P estimates that the company was in
compliance with financial covenants; however, the company could
violate covenants in fiscal 2009 if trends don't improve.  For
this reason, S&P believes it's highly likely that the company will
need to obtain an amendment, which poses risk under current credit
market conditions.  Covenants tighten May 31, creating, in S&P's
view, a degree of urgency to bank negotiations.

Based on preliminary results, revenue declined 20% in the fourth
quarter ended Feb. 28, 2009, led by a 21% decline in radio
revenue.  EBITDA (including restructuring charges) was roughly
breakeven, compared to about $14.3 million in the prior-year
period.  The Company stated that revenue declined 26 % in March,
and is pacing down 32% and 37% in April and May, respectively.

Total lease-adjusted debt (including debt-like preferred stock) to
EBITDA was 8.2x in the 12 months ended Nov. 30, 2008, down from
8.6x in the prior-year period, but still high for the rating.
EBITDA coverage of total interest plus preferred dividends was
about 1.9x.  Despite margin contraction, the company converted a
healthy 45% of EBITDA into discretionary cash flow (when S&P
excludes cash flow from discontinued operations) during the 12
months ended Nov. 30, 2008, due to its low working capital and
capital spending needs.


EMMIS OPERATING: Weak Q4 Results Cue S&P's Junk Rating
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Emmis Communications Corp. and Emmis Operating Co. to
'CCC+' from 'B'.  The rating outlook is negative.

At the same time, S&P revised its recovery rating on Emmis
Operating Co.'s secured credit facilities due 2012 to '4',
indicating S&P's expectation of average (30% to 50%) recovery in
the event of a payment default, from '2'.  S&P lowered the issue-
level rating on this debt to 'CCC+' (at the same level as the
'CCC+' corporate credit rating on the company) from 'B+', in
accordance with S&P's notching criteria for a '4' recovery rating.

"The ratings downgrade reflects Emmis' very weak preliminary
fourth-quarter results, as well as uncertainty regarding the
ultimate outcome of the company's decision to hire Blackstone
Advisory Services L.P. to explore a potential amendment or
restructuring," said Standard & Poor's credit analyst Michael
Altberg.

As of Feb. 28, 2009, S&P estimates that the company was in
compliance with financial covenants; however, the company could
violate covenants in fiscal 2009 if trends don't improve.  For
this reason, S&P believes it's highly likely that the company will
need to obtain an amendment, which poses risk under current credit
market conditions.  Covenants tighten May 31, creating, in S&P's
view, a degree of urgency to bank negotiations.

Based on preliminary results, revenue declined 20% in the fourth
quarter ended Feb. 28, 2009, led by a 21% decline in radio
revenue.  EBITDA (including restructuring charges) was roughly
breakeven, compared to about $14.3 million in the prior-year
period.  The company stated that revenue declined 26 % in March,
and is pacing down 32% and 37% in April and May, respectively.

Total lease-adjusted debt (including debt-like preferred stock) to
EBITDA was 8.2x in the 12 months ended Nov. 30, 2008, down from
8.6x in the prior-year period, but still high for the rating.
EBITDA coverage of total interest plus preferred dividends was
about 1.9x.  Despite margin contraction, the company converted a
healthy 45% of EBITDA into discretionary cash flow (when S&P
excludes cash flow from discontinued operations) during the 12
months ended Nov. 30, 2008, due to its low working capital and
capital spending needs.


ENERGY PARTNERS: Nonpayment of Interest Cues S&P's 'D' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on New Orleans, Louisiana-based
independent oil and gas firm Energy Partners Ltd. to 'D' from
'CCC-'.  At the same time S&P lowered the ratings on EPL's senior
unsecured issues to 'D' from 'CC'.

"The rating action follows EPL's 8K filing stating that the
company will not make $17 million in interest payments required by
its 9.75% senior unsecured notes, due 2014, and senior floating
rate notes, due 2013," said Standard & Poor's credit analyst
Jeffrey Morrison.  Interest payments on EPL's notes are due, April
15, 2009.  S&P notes that the company's credit agreement requires
them to convert the senior unsecured notes to equity and to
satisfy collateral requirements of the Minerals Management
Service's Order to avoid a default on the credit facility.  It is
unclear if the company will be able to meet these requirements.

"Our '5' recovery rating on the unsecured notes is based on our
expectations for a modest (10% to 30%) recovery given default, but
it is based on incomplete and dated information," added Mr.
Morrison.  Standard & Poor's will revisit the recovery rating if
updated information on reserve levels (including an updated PV-10
valuation) and claims are provided.  However, S&P notes that this
will not be necessary if the company fully converts the notes to
equity, as the value of the equity will determine the noteholders'
recovery.


EPV SOLAR: Extends Private Debt Exchange Offer to April 27
----------------------------------------------------------
EPV Solar, Inc., has extended its private offer to exchange any
and all of its 8% Convertible Senior Secured Notes due 2010 for
new 1% Convertible Senior Secured PIK Notes due 2016, shares of
its common stock, and warrants to purchase shares of its common
stock, and the related consent solicitation.

The Exchange Offer was scheduled to expire at 11:59 p.m., New York
City time, on April 13, 2009.  The Exchange Offer has been
extended until 11:59 p.m., New York City time, on April 27, 2009.

As of 12:00 p.m., New York City time, on April 13, 2009, the
Company was advised by The Bank of New York Mellon, the exchange
agent, that an aggregate principal amount of $33.5 million of the
Old Notes, or 35.1% of the series, had been validly tendered.

The consummation of the Exchange Offer is conditioned upon the
satisfaction or waiver of the conditions set forth in the Offer to
Exchange and Consent Solicitation, dated February 4, 2009, as
amended by Amendment Number 1 to the Offer to Exchange and Consent
Solicitation, dated March 3, 2009, and Amendment Number 2 to the
Offer to Exchange and Consent Solicitation, dated April 2, 2009.

Holders must validly tender and not withdraw their Old Notes on or
before the Expiration Date, as extended, to receive the Exchange
Offer consideration.

The Exchange Offer is being made only to "qualified institutional
buyers" as defined in Rule 144A promulgated under the Securities
Act of 1933, as amended, and "accredited investors".

                          About EPV Solar

Robbinsville, New Jersey-based EPV Solar, Inc. --
http://www.epv.net/-- is an amorphous silicon thin-film solar
module developer and manufacturer and currently sells its product
to customers in grid-connected and off-grid markets in North
America, Europe, and Asia Pacific.  The Company is developing its
Building Integrated Photovoltaics (BIPV) and Systems Integration
sectors while pursuing its mission to remain one of the world's
lowest-cost producers of solar modules.


EXCEL MARITIME: Gets Covenant Waivers from Nordea & Credit Suisse
-----------------------------------------------------------------
Excel Maritime Carriers Ltd. has amended its syndicated facility
with Nordea Bank and its bilateral facility with Credit Suisse, as
well as secured all the appropriate covenant waivers for these
credit facilities, which are valid until January 2011.

In particular, the amended terms of each of the credit facilities
contain financial covenants requiring the Company to maintain
minimum liquidity of $25.0 million, maintain a leverage ratio
based on book values of not greater than 70%, maintain a ratio of
EBITDA to gross interest of not less than 1.75:1.0 and maintain an
aggregate fair market value of vessels serving as collateral for
each of the loans at all times of not less than 65% of the
outstanding principal amount of the respective loan.
Additionally, under the terms of the amended Nordea Bank
Syndicated Facility, the Company will also defer principal debt
repayments of $150.5 million originally scheduled for 2009 and
2010 to the balloon payment at the end of the facility's term in
2016.  During the waiver and deferral periods, the applicable
credit facility margins will increase to 2.5% and 2.25%, for the
Syndicated Facility and the Credit Suisse Facility, respectively.

The Nordea Syndicated Facility and the Credit Suisse Bilateral
Facility are the only two credit facilities that the Company has
currently outstanding.

On April 8, Excel Maritime announced operating and financial
results for the fourth quarter and the year ended December 31,
2008.  The Company reported a net loss for the quarter of
$329.2 million as compared to a net income of $34.1 million for
the fourth quarter of 2007.  For the year ended December 31, 2008,
the Company reported a net loss of $44.7 million as compared to a
net income of $84.9 million for the year ended December 31, 2007.

Entities affiliated with the Panayotides family, the Company's
major shareholders have injected $45.0 million in the Company,
which was applied against the balloon payment of the Nordea credit
facility due in 2016.  In exchange for their contribution, the
entities received an aggregate of 25,714,286 Class A shares and
5,500,000 warrants, with an exercise price of $3.50 per warrant.
The shares, the warrants and the shares issuable on exercise of
the warrants will be subject to 12-month lock-ups from March 31,
2009.  The Company has the option to defer, again to the balloon
payment in 2016, additional principal debt repayments in an amount
of up to 100% of the equity contributed, meaning the $45.0 million
already received as well as any other equity infusion by the
above-mentioned entities during 2009 and 2010.

In February 2009 the Company's Board of Directors decided to
suspend its dividend in light of the challenging conditions both
in the freight market and the financial environment.  The
suspension of dividend was effective for the dividend of the
fourth quarter of 2008.  The decision is aimed at preserving cash
and enhancing the Company's liquidity and was considered to be a
precautionary measure in view of the disruptions arising between
the Company and some of its charters, as further discussed below.

On April 6, 2009, Oceanaut announced that its shareholders
approved its dissolution and liquidation.  As a result, the
Company will receive liquidating distributions in relation to the
shares of common stock included in the 625,000 of the 1,125,000 of
the units purchased by the Company in a private placement prior to
the closing of Oceanaut's Initial Public Offering in March 2007.
The liquidating distributions will be approximately $5.2 million
($8.26 per share of common stock) and they are expected to be
received on or about April 14, 2009. As of December 31, 2008, the
Company has written down approximately $11.0 million of its
investment in Oceanaut to reflect the amount recoverable through
the liquidation process.

On April 15, Excel Maritime successfully completed the acquisition
of Quintana Maritime Limited, creating a combined company that
currently operates a fleet of 47 vessels with a total carrying
capacity of approximately 3.9 million DWT and an average age of
approximately 8.8 years.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since September 15, 2005 on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.


FIDELITY NATIONAL: Add'l $300MM Equity Won't Affect Fitch Ratings
-----------------------------------------------------------------
Fidelity National Financial, Inc.'s ratings (and those of its
subsidiaries) remain unchanged following the announcement that it
will issue $300 million of common equity.  Proceeds from the
issuance will go toward paying down bank debt, reducing holding
company debt-to-total capital to approximately 24% from 32% at
Dec. 31, 2008.  This level of financial leverage is within
management's long-range target of 20%-25% of total capital.

While the reduction in leverage is a positive development, Fitch
did not take a rating action at this time as the stock issuance
does not affect the capitalization at the title insurance
operating company level.  Specifically, following the acquisition
of LandAmerica Financial Group's underwriting subsidiaries in
December of 2008, FNF's risk-adjusted capital level fell
substantially below historical ranges and relative to industry
peers.

Fitch's outlook on the title insurance industry remains negative,
in light of significant recent deterioration in the market's
capital position, spurred by substantial operating losses.  Fitch
is currently evaluating the industry's risk-based capital position
at year-end 2008, and considering prospects for any improvement in
operating performance in 2009.  Ratings of all title insurers in
Fitch's universe, including FNF, will be reviewed to complete this
process.

These ratings remain on Rating Watch Negative:

Fidelity National Financial, Inc.

  -- Issuer Default Rating 'BB';
  -- $250 million 7.30% senior note maturing Aug. 15, 2011 'BB-';
  -- $250 million 5.25% senior note maturing March 15, 2013 'BB-'.
  -- Unsecured bank line of credit 'BB-'.

Fidelity National Title Ins. Co.
Ticor Title Ins. Co. of FL
Alamo Title Insurance Co. of TX
Nations Title Insurance of NY
Chicago Title Ins. Co.
Chicago Title Ins. Co. of OR
Security Union Title Ins. Co.
Ticor Title Ins. Co.
National Title Ins. Co. of NY

  -- Insurer financial strength 'BBB'.

These ratings remain on Rating Watch Evolving:

Lawyers Title Insurance Corp.
Commonwealth Land Title Insurance Co.
LandAmerica NJ Title Insurance Co.

  -- IFS 'BBB-'.


FIRST METALS: Deadline Today to File Proposal Under BIA
-------------------------------------------------------
First Metals Inc. has until April 17, 2009, to file a proposal
with the Official Receiver under the Bankruptcy and Insolvency
Act.  The proposal is being made in order to facilitate First
Metal's ability to implement a restructuring plan.

First Metals has not filed its December 31, 2008 audited annual
financial statements.  The report was originally due March 31,
2009.  First Metals said the delay is caused by the ongoing
proceedings under the Bankruptcy and Insolvency Act.

First Metals said it will not be in a position to file its
December 31, 2008 audited financial statements until the proposal
has been completed and formally accepted under the Act.  First
Metals presently expects this to occur on or before May 31, 2009,
following which First Metals intends to immediately file its
Annual Financial Statements.

First Metals Inc. has approximately 42.8 million shares issued and
outstanding.

First Metals announced on January 7, that it had filed a Notice of
Intention to Make a Proposal under the Bankruptcy and Insolvency
Act.  The filing was made to facilitate First Metal's ability to
implement a restructuring plan.  On February 6, 2009, First Metals
obtained a Court Order for an original extension, until March 23,
2009, to file a proposal with the Official Receiver.  The deadline
was later moved to April 17.

Based in Toronto, Ontario, First Metals Inc. (CA:FMA) --
http://www.firstmetalsinc.com-- produces Copper from its Fabie
Mine, near Rouyn-Noranda and has the advanced Magusi Copper, Zinc,
Gold and Silver deposit , located approximately 1.2 km from the
Fabie Mine The Company has approximately 42.8 million shares
issued and outstanding.


FLATIRON RE: S&P Withdraws 'BB+' Rating on $256 Mil. Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'BB+' bank
loan rating on Flatiron Re Ltd.'s $256 million credit facility.

The withdrawal follows the full repayment of outstanding amounts
under this facility.  At the same time, Standard & Poor's withdrew
its 'BBB-' counterparty credit rating on Flatiron at the company's
request.


FORBES MEDI-TECH: Receives Non-Compliance Notice From NASDAQ
------------------------------------------------------------
Forbes Medi-Tech Inc. received a Nasdaq Staff Deficiency Letter
dated April 14, 2009, indicating that the Company currently does
not meet the minimum requirements regarding stockholders' equity
for continued listing on the Nasdaq Capital Market as required by
Listing Rule 5550(b)(1).

In order to regain compliance, the Company must demonstrate a
minimum of USD$2,500,000 in stockholders' equity.  Nasdaq has
provided Forbes with 15 calendar days to submit a plan to regain
compliance. If the Company's plan is accepted, then Nasdaq can
grant an exception of up to 105 calendar days (or until July 28,
2009) to evidence compliance.

The Company will be preparing a submission to Nasdaq to
demonstrate its plan to meet compliance with the requirements.
The Company will provide further updates as required.

                      About Forbes Medi-Tech

Based in Vancouver, British Columbia, Forbes Medi-Tech Inc.
(CA:FMI) -- http://www.forbesmedi.com/-- is a life sciences
company focused on evidence-based nutritional solutions.  A leader
in nutraceutical technology, Forbes is a provider of value-added
products and cholesterol-lowering ingredients for use in
functional foods and dietary supplements.  Forbes successfully
developed and commercialized its Reducol(TM) plant sterol blend,
which has undergone clinical trials in various matrices and has
been shown to lower "LDL" cholesterol levels safely and naturally.
Building upon established partnerships with leading retailers and
manufacturers across the globe, Forbes helps its customers to
develop private label and branded products.


FORD MOTOR: Retirees to Ask Auto Task Force to Keep Benefits
------------------------------------------------------------
Alex P. Kellogg and Sharon Terlep at The Wall Street Journal
report that representatives of more than 200,000 salaried retirees
from General Motors Corp., Chrysler LLC, Ford Motor Co., and
Delphi Corp. this week will seek a meeting with the auto task
force in hopes of preserving their benefits and pensions.

WSJ states that salaried retirees are among the most vulnerable
groups in restructurings and bankruptcies as they aren't
represented by unions and firms can cut their retirement packages.
WSJ notes that salaried retirees aren't locked into labor
contracts requiring protracted negotiations and instead, their
contracts often include clauses that allowed benefits to be cut.
WSJ quoted Dennis Black, interim chairperson at Delphi Salaried
Retirees Association as saying, "We're the people who invented the
stuff, built the stuff, designed the stuff.  But we're not
represented."

WSJ relates that salaried retiree groups have asked to meet with
the auto task force but haven't yet been granted a meeting.  The
groups, says WSJ, formally joined forces in March to make sure
their concerns are heard.

According to WSJ, retirees at GM and Chrysler fear losing many
benefits in the government-led reorganization of the two firms.
WSJ relates that Delphi, which has been stuck in bankruptcy
protection for more than three years, cut in March the health-care
benefits of its salaried retirees.  WSJ quoted National Chrysler
Retirement Organization spokesperson Michael Kane as saying, "We
do have a vision of what happens . . . because Delphi has gone
through it.  So we're not just raising our arms saying 'we're
frightened.' "

The retirees' representatives said that the group will discuss
ways of protecting their retirement packages in a conference call
on April 17, 2009, WSJ relates.

WSJ reports that GM has increased over the years the share that
retirees must pay for their health care and, starting this year,
the Company took out medical coverage for retirees and dependents
older than 65, who are eligible for Medicare.  GM, says WSJ, gives
these retirees a "medical expense credit" to help offset
additional costs.  WSJ notes that the white-collar retirees
typically pay a larger share of their medical benefits than their
hourly counterparts.

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

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

                           *     *     *

As reported by the Troubled Company Reporter on April 15, 2009,
Standard & Poor's Ratings Services said it raised its ratings on
Ford Motor Co. and related entities, including the corporate
credit rating, to 'CCC+' from 'SD-'.  The ratings on Ford Motor
Credit Co. are unchanged, at 'CCC+', and the ratings on FCE Bank
PLC, Ford Credit's European bank, are also unchanged, at 'B-',
maintaining the one-notch rating differential between FCE and its
parent Ford Credit.  S&P said that the outlook on all entities is
negative.

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


FORD MOTOR CREDIT: Fitch Downgrades Ratings on Various Notes
------------------------------------------------------------
Fitch Ratings has downgraded certain classes of notes from each of
Chrysler Financial LLC, GMAC LLC, and Ford Motor Credit Company
related dealer floorplan asset-backed securities.  Each class of
notes remains on Rating Watch Negative.

Additionally, given the depth and breadth of challenges faced by
domestic auto manufacturers and their dealer networks by
extension, Fitch will not consider rating new transactions until
it can provide more definitive guidance on how corporate risk and
the impact of system wide deterioration are fully incorporated
into its rating methodology and process for these related
transactions.

The rating actions reflect the significant financial challenges
impacting Chrysler LLC (Fitch Issuer Default Rating of 'C'),
General Motors Corp. ('C' IDR) and Ford Motor Company ('CCC' IDR),
their related finance companies and respective franchised dealer
networks.  Severely depressed March new vehicle sales levels along
with recent U.S. government announcements, including the rejection
of General Motor's and Chrysler's submitted viability plans and
increased potential for one or more of the domestic auto
manufacturers to file for bankruptcy, with or without additional
government funding, continues to create a great deal of
uncertainty regarding the near-term prospects for each of the
companies.

As stated in Fitch's Feb. 6, 2009 press release, this
unprecedented set of events affecting the domestic auto industry
creates a risk profile that is outside that currently contemplated
in Fitch's existing criteria for rating DFP ABS.  Specifically,
the existing criteria and stress case scenarios are limited to the
assumption that an individual auto manufacturer files for an
orderly Chapter 11 bankruptcy, the result of which is a
reorganization of the company and continued operations, and
attempts to model the impact to that issuer's outstanding
transactions.  Currently, given the overall economic climate,
ongoing disruptions in the credit and capital markets and all
three domestic auto manufacturers facing financial difficulties
simultaneously, the potential for a large number of franchised
dealers to experience financial difficulty or bankruptcy over a
short time frame, necessitating the liquidation of a large number
of vehicles in an already depressed consumer demand environment,
could impact key performance variables including monthly payment
rates, dealer defaults and loss severity beyond those utilized in
assigning the original ratings.

The revised ratings of FMCC and GMAC issued DFP ABS also reflect
Fitch's opinion that with Ford Motor Company's and General Motors
Corp.'s greater scale and relevance to U.S. manufacturing
capabilities, there is a higher likelihood of some base level of
government support which would allow for continued operation of
the manufacturers.  If this is the scenario that unfolds, current
enhancement levels in each of their related DFP ABS provide a
strong degree of protection for their respective DFP ABS
issuances.  Additionally, the affirmation of FCFMOT series 2006-3
class A notes and class B notes at 'AAA' on Rating Watch Negative
and 'A' on Rating Watch Negative, respectively, reflect their
upcoming June 2009 expected final payment date and Fitch's opinion
that Ford's financial condition and the transactions performance
metrics will remain within expectations during the next two
months.  Fitch has distinguished CF's DFP ABS ratings to recognize
the view of heightened risk of a Chrysler LLC bankruptcy and
liquidation scenario and the pressure that would create on the
dealer network and vehicle values.

Fitch has decided to refrain from rating new DFP ABS transactions
from any of the three domestic issuers until it has better
addressed the high level of variance and uncertainty in
determining stress case assumptions for key performance variables
for these issuers, particularly at the 'AAA' level.

Key to determining the basis for updated thresholds to address the
multitude of risks that have developed will be clarity in outcomes
for government aid and potential financial and operating
restructurings for Chrysler, GM and Ford.  In addition, it will be
important to assess the near-term outlook for the domestic auto
industry as a whole as well as the financial and operating
prospects for each of the individual auto manufacturers.  Without
a clear assessment of the near-term outlook, there exists a great
deal of potential variance to cashflows and default and severity
assumptions for dealer floorplan loans supporting each of these
DFP ABS.

Fitch envisions future Fitch rated new DFP ABS issuances from
captive finance companies, whether auto related or not, where
significant manufacturer concentrations are present, will likely
be limited to manufacturers who maintain at minimum a 'B' IDR
rating level.  In addition, Fitch will attempt to establish stress
case scenarios that address corporate risk and the system wide
deterioration currently impacting the domestic auto industry to
ensure any future 'AAA' ratings have addressed these risks
sufficiently.

The classes listed below are fixed and floating rate notes issued
by CF (MCFOT), FMCC (FCFMOT) and GMAC (SWIFT and SMART) secured by
loans made by each company to franchised vehicle dealerships to
support their purchase and flooring of vehicles manufactured by
the related manufacturer. The rating actions affect approximately
$11.3 billion in outstanding DF ABS rated by Fitch.

Master Chrysler Financial Owner Trust (MCFOT) (f.k.a
DaimlerChrysler Master Owner Trust)

  -- Series 2006-A term notes downgraded to 'A' from 'AAA'.

Ford Credit Floorplan Master Owner Trust A (FCFMOT)

  -- Series 2006-3 class A notes remain at 'AAA';
  -- Series 2006-3 class B notes remain at 'A';
  -- Series 2006-4 class A notes downgraded to 'AA' from 'AAA';
  -- Series 2006-4 class B notes downgraded to 'BBB' from 'A'.

Superior Wholesale Inventory Financing Trust (SWIFT X)

  -- Series 2004-A class A notes downgraded to 'AA' from 'AAA';
  -- Series 2004-A class B notes downgraded to 'BBB' from 'A';
  -- Series 2004-A class C notes downgraded to 'BB' from 'BBB';

Superior Wholesale Inventory Financing Trust (SWIFT XI)

  -- Series 2005-A class A notes downgraded to 'AA' from 'AAA';
  -- Series 2005-A class B notes downgraded to 'BBB' from 'A;
  -- Series 2005-A class C notes downgraded to 'BB' from 'BBB+';
  -- Series 2005-A class D notes downgraded to 'B' from 'BB+';

Superior Wholesale Inventory Financing Trust (SWIFT 2007-AE-1)

  -- Class A notes downgraded to 'AA' from 'AAA';
  -- Class B notes downgraded to 'BBB' from 'A+';
  -- Class C notes downgraded to 'BB' from 'BBB+';
  -- Class D notes downgraded to 'B' from 'BB+'.

SWIFT Master Auto Receivables Trust (SMART)

  -- Series 2007-2 class A notes downgraded to 'AA' from 'AAA';
  -- Series 2007-2 class B notes downgraded to 'BBB' from 'A+';
  -- Series 2007-2 class C notes downgraded to 'BB' from 'BBB+';
  -- Series 2007-2 class D notes downgraded to 'B' from 'BB+';

All transactions remain on Rating Watch Negative.


FRENCH LICK: S&P Downgrades Corporate Credit Rating to 'SD'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on French Lick Resorts & Casino LLC to 'SD' (selective
default) from 'CC'.  At the same time, Standard & Poor's lowered
its issue-level rating on FLRC's first-mortgage bonds to 'D' from
'C'.

The ratings downgrade follows the April 3, 2009 announcement by
the company that, through its parent, Blue Sky Resorts LLC, it
purchased $31.7 million in principal amount of the company's $270
million first-mortgage bonds, of which $142.1 million was
outstanding as of Dec. 31, 2008.  FLRC's ultimate parent, Cook
Group Incorporated, provided a capital contribution to Blue Sky to
fund the transaction.  A payment default did not occur relative to
the legal provisions of the notes.  However, given that the notes
were purchased at a discount to par, and considering the
distressed financial condition of the company and S&P's concerns
around its ability to service its current capital structure in the
near term, S&P views the purchase as being tantamount to default.

"We expect to revise our ratings in the next few days to reflect
the slightly improved capital structure following the completion
of the below-par purchase of the notes," said Standard & Poor's
credit analyst Ariel Silverberg.  "Notwithstanding the reduction
in debt and associated interest expense pro forma for the
transaction, S&P expects to raise the corporate credit rating only
to 'CC' and the issue-level rating to 'C', given S&P's expectation
for operating performance at the property."

Operating performance during 2008 was negatively affected by the
increased competition following the opening of two racinos in
Indianapolis, Indiana in June 2008.  According to data published
by the Indiana Gaming Commission, FLRC generated $98.1 million in
adjusted gross revenue during 2008, representing a 7% decline
versus 2007, and $14.1 million in adjusted gross revenue in the
first two months of 2009, reflecting a 17% decline versus the same
period in 2008.  FLRC's relatively weak performance reflects, in
part, a lack of sufficient customer visitation due to the
facility's rather remote location approximately 100 miles south of
Indianapolis.  In addition, the facility is not directly
accessible from an interstate.


GARRISON FOREST: Court Orders Auction Sale of Owing Mills Property
------------------------------------------------------------------
By order of the U.S. Bankruptcy Court for the District of
Maryland, A. J. Billig & Co. Auctioneers will conduct an absolute
public auction of Garrison Forest Developers, LLC's Owing Mills,
Maryland development property to the highest bidder on April 22,
2009, at 11:00 a.m.  The auction will be held on the premises at
101 Meadow Road, Baltimore County, Maryland.

101 Meadow Road is located in western Baltimore County, in the
heart of the Owings Mills development area.  Meadow Road leads
south from Red Run Boulevard, one block west of Painters Mill Road
and several blocks east of Owings Mills Boulevard.

The parcel is currently improved by a single family home and home
office.

For complete details, please contact:

       A. J. Billig & Co.
       Tel: (410) 752-8440
       http://www.ajbillig.com/

Based in Owings Mills, Maryland, Garrison Forest Developers, LLC,
is a single real estate debtor.  The Company filed for Chapter 11
relief on January 2, 2009 (Bankr. D. Md. Case No. 09-10037).
James C. Olson, Esq., represents the Debtor as counsel.  In its
petition, the Debtor listed total assets of $500,000 to
$1 million, and debts of $100,000 to $500,000.


GENERAL ENVIRONMENTAL: Seeks Covenant Waivers From CVC California
-----------------------------------------------------------------
General Environmental Management, Inc., is in discussions with its
lender to obtain a waiver of a covenant default.

General Environmental Management entered into a series of
agreements with CVC California, LLC, a Delaware limited liability,
each dated as of August 31, 2008, whereby the Company issued to
CVC (i) a secured convertible term note in the principal amount of
$6.5 million and (ii) a secured non-convertible revolving credit
note of up to $7.0 million; (iii) 6 year warrants  to purchase
1,350,000 shares of the Company's common stock at a price of $0.60
per share; (iv) 6 year warrants to purchase 1,350,000 shares of
the Company's common stock at a price of $1.19 per share; and, (v)
6 year warrants to purchase 300,000 shares of its common stock at
a price of $2.25 per share.

The principal amount of the Note carries an interest rate of
9-1/2% percent, subject to adjustment, with interest payable
monthly commencing October 1, 2008.  The Note further provides
that commencing on April 1, 2009, the Company will make monthly
principal payments in the amount of $135,416.  Although the stated
principal amount of the Term Loan was $6,500,000, the Lender was
only required to fund $5,000,000 with the difference being treated
as a discount to the note.

The principal amount of the Note and accrued interest thereon is
convertible into shares of the Company's common stock at a price
of $3.00 per share, subject to anti-dilution adjustments.  Under
the terms of the Note, the monthly principal payment amount of
approximately $135,416 plus the monthly interest payment is
payable in either cash or, if certain criteria are met, including
the effectiveness of a current registration statement covering the
shares of the common stock into which the Note is convertible,
through the issuance of the common stock.  The Company has agreed
to register all of the shares that are issuable upon conversion of
the Note and exercise of warrants.

The revolving note allows the Company to borrow a maximum amount
of $7,000,000, based on a borrowing base of 90% of all eligible
receivables, which are primarily accounts receivables under 90
days.  The interest rate on this line of credit is in the amount
of prime plus 2.0%, but in no event less than 7% per annum.  The
Revolving Note is secured by all assets of the Company and is
subject to the same security agreement.  The note is due August
31, 2011.

The Notes are secured by all of the Company's assets and the
assets of its direct subsidiary, General Environmental Management,
Inc. (Delaware) and its direct subsidiaries, General Environmental
Management of Rancho Cordova LLC, a California Limited Liability
Company -- including the real property owned by General
Environmental Management of Rancho Cordova LLC -- GEM Mobile
Treatment Services Inc., Island Environmental Services, Inc., as
well as by a pledge of the equity interests of General
Environmental Management, Inc. (Delaware), General Environmental
Management of Rancho Cordova LLC, GEM Mobile Treatment Services
Inc. and Island Environmental Services, Inc.  In connection with
the CVC financing, the Company paid closing fees of $405,000 and
issued warrants to acquire an aggregate of 3,000,000 shares of its
common stock.

The Company is subject to various negative covenants with respect
to the Revolving Credit and Term Loan Agreement with CVC
California.  The Company is in compliance with all the covenants
in the Agreement, except under Sections 6.18 of the Agreement.
Section 6.18 requires that EBITDA of the Company not be less than
(a) $1,000,000 for the fiscal quarter ending September 30, 2008,
(b) $2,000,000 for the two consecutive fiscal quarters ending
December 31, 2008, (c) $3,000,000 for the three consecutive fiscal
quarters ending March 31, 2009, or (d) $4,000,000 in any four
consecutive fiscal quarters ending on or after June 30, 2009;
provided, however, that it shall not be an Event of Default if
actual EBITDA in any measuring period is within 10% of the
required minimum EBITDA for such measuring period, so long as
actual EBITDA for the next succeeding measuring period is equal to
or greater than the required EBITDA for such.

For the fiscal quarter ending September 30, 2008, the Company had
EBITDA that was within 10% of the required minimum EBITDA for such
measuring period but was not able to achieve the EBITDA required
in the next succeeding measuring period.

The Agreement provides that upon the occurrence of any Event of
Default, and at all times thereafter during the continuance
thereof: (a) the Notes, and any and all other Obligations, will,
at the Lender's option become immediately due and payable, both as
to principal, interest and other charges, (b) all outstanding
Obligations under the Notes, and all other outstanding
Obligations, shall bear interest at the default rates of interest
provided in certain promissory Notes, (c) the Lender may file suit
against the Company on the Notes and against the Company and the
Subsidiaries under the other Loan Documents or seek specific
performance or injunctive relief thereunder (whether or not a
remedy exists at law or is adequate), (d) the Lender will have the
right, in accordance with the Security Documents, to exercise any
and all remedies in respect of such or all of the Collateral as
the Lender may determine in its discretion, and (e) the Revolving
Credit Commitment will, at the Lender's option, be immediately
terminated or reduced, and the Lender will be under no further
obligation to consider making any further Advances.

As of April 13, 2009, the Lender has not taken any action with
regard to the defaults.  The Company continues to operate in the
normal course of business and receive advances under the Revolving
Credit Commitment.

Based on the technical nature of the default, the Company has
reclassified the outstanding debt to CVC California, LLC to
current liabilities on the balance sheet.

General Environmental Management, Inc., is a fully integrated
environmental service firm structured to provide environmental
health & safety compliance services, field services,
transportation, off-site treatment, and on-site treatment
services.  Through its services GEM assists clients in meeting
regulatory requirements for the disposal of hazardous and non-
hazardous waste.  GEM provides its clients with access to GEMWare,
an internet based software program that allows clients to maintain
oversight of their waste from the time it leaves their physical
control until final disposition by recycling, destruction, or
landfill.


GENERAL ENVIRONMENTAL: Weinberg & Co. Raises Going Concern Doubt
----------------------------------------------------------------
General Environmental Management, Inc., reported financial results
for the year ended December 31, 2008.

General Environmental Management said it realized a net loss of
$7,149,709 and utilized cash in operating activities of $1,586,386
during the year ended December 31, 2008.  The Company currently
has a working capital deficit; the amount current liabilities
exceed current assets, of $11,751,760 as of December 31, 2008.
There can be no assurances that the Company will be successful in
eliminating the deficit, as such, there is doubt about the
Company's ability to continue as a going concern.

The Company had $19,241,543 in total assets; $19,394,775 in total
current liabilities and $2,777,148 in total long-term liabilities;
$2,930,380 in stockholders' deficiency as of December 31, 2008.

Revenues for 2008 were $34.86 million, up 14.5% from $30.44
million for 2007.

"The Company has incurred recurring losses from operations since
its inception and has a stockholders' deficiency at December 31,
2008.  These matters raise substantial doubt about the Company's
ability to continue as a going concern," Weinberg & Company, P.A.,
in Los Angeles, California, said in its audit report.

Tim Koziol, Chairman and CEO of GEM, stated, "Throughout the year,
we have been challenged by the global economic recession which
included fuel price fluctuations early in the year, and the
collapse of certain financial institutions and industries
throughout the remainder of the year.

"We believe we are meeting and adapting to the current economic
challenges presented and through Management's coordinated efforts,
the company will continue to adjust towards positive performance
during these changing times.  We continue to monitor all of our
key economic indicators both within the Company and our industry
in an effort to reach our growth targets and increase shareholder
value."

"[S]imilar to many companies in our industry, we have been
affected by the economic downturn which is evident in our year end
results, particularly in the fourth quarter of 2008," stated Mr.
Koziol.  "Although the revenues for the fourth quarter were 9.4%
greater than the prior year, we did not achieve the EBITDA levels
required by the covenants in our Revolving Credit and Term Loan
Agreement with our senior lender, CVC California, LLC.  Not
achieving the required levels is considered an 'Event of Default'
under the terms of the Agreement.

"However, as of April 15, 2009, the Company is in discussions with
our Lender to obtain a waiver of the Event of Default and we
continue to operate in the normal course of business and receive
uninterrupted advances from our Lender under the Agreement."

A full-text copy of the Company's 2008 Annual Report is available
at no charge at http://ResearchArchives.com/t/s?3b88

General Environmental Management, Inc., is a fully integrated
environmental service firm structured to provide environmental
health & safety compliance services, field services,
transportation, off-site treatment, and on-site treatment
services.  Through its services GEM assists clients in meeting
regulatory requirements for the disposal of hazardous and non-
hazardous waste.  GEM provides its clients with access to GEMWare,
an internet based software program that allows clients to maintain
oversight of their waste from the time it leaves their physical
control until final disposition by recycling, destruction, or
landfill.


GENERAL GROWTH: Blames Broken CMBS Markets for Ch. 11 Filing
------------------------------------------------------------
The retail industry have faced difficulties due to the weakened
economic environment, causing some firms like Linens 'n Things,
Circuit City, Steve & Barry's, Mervyn's and Fortunoff to file for
Chapter 11 and eventually close doors.

General Growth Properties, owner 200 shopping centers and other
properties in the U.S., says that it has been resilient to
economic downturns and recessions.  GGP nonetheless filed for
bankruptcy, listing total assets of $29,557,300,000 in assets and
$27,293,700,000 in debts of as Dec. 31, 2008, according to the
maiden issue of General Growth Bankruptcy News, published by
Bankruptcy Creditors' Service, Inc.  Approximately 158 regional
shopping centers owned by GGP and certain other GGP subsidiaries
have also filed for protection.

GGP did not commence Chapter 11 cases because its operation model
is flawed or because its properties are undesirable or performing
poorly, says the Company's CEO, Adam S. Metz.  He points out that
GGP's core business -- owning and managing about 200 shopping
centers and other properties in 44 states -- is performing well
with stable cash flows.

Mr. Metz relates that in 2008, GGP's company-wide net operating
income was $2.59 billion, an increase of 4.5% over 2007 despite
the challenges of the economy.  "This increase is because the
shopping center business is very different from the retail
business," Mr. Metz explains.  "GGP's business is far less
cyclical than that of the retail industry because our revenues are
insulated by long-term leases, tenant diversity, and the
geographic and demographic diversity of our properties.

Certain subsidiaries, including GGP's third party management
business and GGP's joint ventures, have not filed for protection.

                Circumstances Leading to Chapter 11

Mr. Metz says the "unprecedented circumstances in the credit
markets" made it impossible for the Company to refinance billions
of dollars in mortgages and other debts that are now due or will
soon come due.

Historically, GGP raised most of its capital through mortgage
loans from banks, insurance companies, and in more recent years,
the commercial mortgage backed securities (CMBS) market.  For many
years, GGP relied heavily on the CMBS market to provide a steady
stream of funds for financing and refinancing commercial
mortgages.

Beginning in 2007, the U.S. capital markets deteriorated
significantly due to rising subprime residential mortgage defaults
and the deterioration in value of certain complex residential
mortgage-backed securities.  "The failures of Fannie Mae and
Freddie Mac last summer, followed by the government rescue of AIG,
and finally the bankruptcy of Lehman Brothers on September 15,
2008, brought the commercial real estate finance markets to a
virtual shutdown," Mr. Metz explained.

GGP over many years "regularly was able to obtain mortgage
financing from dozens of sources to refinance its debts."  Last
year, however, $4.2 billion in debt matured and GGP was able to
obtain new financing of only $3.7 billion.  The continuing lack of
available credit has exacerbated the problem in 2009.  From
January 1, 2009 through the date of the Chapter 11 filing,
$1.1 billion of additional debt has matured which the Company is
unable to refinance.  GGP's inability to refinance debt as it
matured triggered acceleration of $4.1 billion in debt that
otherwise was not currently due.  In total, as of the Chapter 11
filing GGP had $2.0 billion of past-due indebtedness and an
additional $5.9 billion that has been or is subject to
acceleration.  Another $1.3 billion will mature by its own terms
later in 2009.  GGP has virtually no hope of refinancing either
its past-due debts or its upcoming maturities in the current
credit markets, Mr. Metz said.

                Business Plan in "Next Few Months"

Since mid-2008, GGP undertook extensive efforts to modify or
refinance its debt, focus on its core business, and restructure
the Company's finances outside of Chapter 11.  GGP tried to divest
some assets but this was severely limited because prospective
buyers also have limited or no ability to finance acquisitions.
The increasing perception in the marketplace that GGP would file
for Chapter 11 also chilled interest among potential purchasers of
properties.  The Company also made a concerted and sustained
effort to refinance its mortgage debt in 2008, contacting dozens
of major banks, life insurance companies, and pension funds, but
none were willing to refinance the loans.  Financing conditions
worsened in 2009.  The Debtors have approximately $18.4 billion in
outstanding debt obligations that have matured or will mature
between now and the end of 2012.

After its planned out-of-court restructuring proved "unworkable,"
the Company filed for Chapter 11, saying it plans to proceed
through process "as quickly as possible."

GGP intends to present its business plan to its key constituencies
in the next few months and then promptly engage these parties in
negotiations regarding the terms of a Chapter 11 plan of
reorganization.

The Company expects to have a forum for more productive
negotiations with servicers of CMBS loans toward its objective of
achieving a sustainable, long-term restructuring of its capital
structure.

                       About General Growth

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

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

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


GENERAL GROWTH: Says Cash Sufficient, But Lines Up $375-Mil. Loan
-----------------------------------------------------------------
General Growth Properties Inc. and its affiliates expect to be in
"business as usual" mode throughout its Chapter 11 case.  It noted
that as demonstrated by its 13-week budget, the GGP Group has
sufficient cash on hand and projected cash flow to continue all
business operations without an immediate need for additional
financing beyond use of cash collateral.

Nonetheless, according to General Growth Bankruptcy News, aside
from seeking approval to access cash collateral, the Company will
also seek permission from the U.S. Bankruptcy Court for the
Southern District of New York to obtain debtor-in-possession
financing from PS Green Holdings, LLC and PS Green Inc., and
Pershing Square Capital Management, L.P., as agent, in the amount
of $375 million.

The DIP Financing Facility does not prime the security interests
of any other secured creditor, and the Debtors do not require or
seek an interim order permitting any borrowing under the DIP
Financing Facility prior to entry of a final order.  In a typical
case, a debtor-in-possession would request the court to allow it
access part of the DIP loan package upon interim approval of the
loan, and the remaining amount after final approval.

James A. Mesterharm, managing director of AlixPartners, LLP,
restructuring advisor to GGP, said in a court filing that although
the Debtors' projected cash flow from operations is sufficient,
over the long term, to pay all operating expenses of their
properties and to pay post-petition, contract-rate interest on its
mortgage debt, the Debtors require additional financing to assure
adequate levels of working capital for the duration of the Chapter
11 cases and provide additional liquidity to appropriately operate
their business in a manner that maintains and enhances value for
the benefit of all constituencies.  He related that the DIP
Financing Facility provides the Debtors with the necessary
flexibility to make appropriate expenditures and investments in
their business to maintain the competitiveness of their facilities
across the country.  It also will protect the estates against
unforeseen events and circumstances, such as interest rate
increases, worse-than-anticipated economic conditions, and
unanticipated capital expenditure requirements like major repairs
to a property.

Mr. Mesterharm provided a "summary" of terms of the proposed DIP
Facility:

   -- The proposed DIP Financing Facility was negotiated between
      PS Green Holdings, LLC and PS Green Inc. as the initial
      lenders, GGP and GGP LP as Borrowers, Pershing Square
      Capital Management, L.P. as the Agent, and each of the
      Guarantors identified on Schedule 1.1B to the DIP Credit
      Agreement.

   -- Under the DIP Credit Agreement, the DIP Lender agrees to
      make a $375 million credit facility available to the GGP
      Group for general working capital purposes, to fund the
      costs of administration of the chapter 11 cases, to satisfy
      in full the prepetition Goldman Loan, to pay all fees and
      expenses and any other purposes permitted under the DIP
      Credit Agreement.

   -- The proposed DIP Loan bears interest on the unpaid principal
      at the lesser of the maximum rate as defined in the
      Agreement or LIBOR plus 12%, and will mature on the date
      that is the earliest of the Business Day on or immediately
      before 18 months after the Funding Date, the effective date
      of a chapter 11 plan of reorganization, or the date the Term
      Loan is accelerated pursuant to the terms of the DIP Credit
      Agreement, whether at stated maturity, upon an Event of
      Default or otherwise.

   -- Subject to certain exceptions specified in the DIP Credit
      Agreement, the collateral offered under the DIP Credit
      Agreement includes all real and personal property of the
      Debtors and their estates of any kind, whether existing
      before or arising after the Petition Date.  The DIP Lenders
      will receive a first priority lien on unencumbered property
      and a junior lien on any encumbered property.

   -- Subject to a Carve-Out for certain expenses of
      administration, the Agent will receive a superpriority
      administrative expense against the Debtors' estates. Under
      the Carve-Out, the Agent's liens and the superpriority
      administrative claim are subject to any unpaid fees due to
      the United States Trustee or the Court, all reasonable fees
      and expenses incurred by a trustee under Sec. 726(b) of the
      Bankruptcy Code up to $500,000, reasonable expenses of
      members of any statutory committee, and all unpaid fees and
      expenses allowed by the Court of professionals retained by
      the GGP Group through the acceleration of the Maturity Date
      and a cap on certain expenses incurred after the
      acceleration of the Maturity Date.

   -- The DIP Lender will receive warrants to acquire 4.9% of each
      class of equity securities of the Debtors upon consummation
      of a chapter 11 plan of reorganization. The aggregate
      exercise price of all of the warrants is $100.

   -- Events of Default include breach of certain covenants,
      payment defaults, and the occurrence of certain events in
      the chapter 11 cases.

   -- Subject to certain conditions, upon the consummation of a
      plan of reorganization, the Debtors have the right to elect
      to pay all or a portion of the outstanding principal of the
      DIP Loan and accrued and unpaid interest due by issuing
      common stock of GGP to the DIP Lender.

   -- GGP and GGP LP, as borrowers, and the guarantors, agree to
      defend, indemnify and hold the agent and the DIP Lenders
      harmless from and against certain indemnified liabilities.

   -- The Debtors paid a 4% commitment fee to the DIP Lenders
      prior to commencement of the Chapter 11 cases.  The DIP
      Financing Facility contains a three percent 3% exit fee, a
      requirement for payment of the DIP Lender's financial
      advisory fees, and certain other administrative fees typical
      of debtor in possession financing facilities.

GGP has filed other traditional "first day motions" seeking relief
aimed at keeping its shopping centers and other properties open
and fully operational.

GGP issued a statement on April 16 that all of its shopping
centers, master planned communities and other properties remain
fully open for business despite its Chapter 11 filing.

"Our shopping centers and other properties will continue to offer
the same great visitor experience for which our company is so well
known," said Adam Metz, chief executive officer of GGP. "We don't
expect any of our visitors to notice any difference in our quality
of service to customers.  Our tenant retailers, restaurants, movie
theaters and everyone at our malls stand ready to serve you just
as we have in the past."

To find out which malls in your area are owned or managed by GGP,
visit http://www.ggp.com/Properties/.

                         Media Conference Call,
                        Satellite Feed Available

General Growth Properties hosted a media conference call to
discuss its chapter 11 filing on Thursday, April 16, 2009, at
11:00 a.m. Central Standard Time.  Only members of the media
participated in the live conference call by dialing (800) 762-8779
(toll-free domestic) or (480) 629-9770 (international); passcode:
4059520.  Please register at least 10 minutes before the
conference call begins.  A replay of the call will be available
for one week via telephone starting approximately one hour after
the call ends.  The replay can be accessed at (800) 406-7325
(toll-free domestic) or (303) 590-3030 (international); passcode:
4059520.

A satellite feed of General Growth Properties President and COO
Tom Nolan's comments about the bankruptcy filing is accessible for
broadcasters at the listed times and coordinates.

Thursday, April 16, 2009, 07:00-07:15 EST (7:00-7:15 a.m. EST)
SATELLITE:  AMC 6
TRANSPONDER: 23 C
DL FREQUENCY: 4160 Vertical
AUDIO: 6.2 6.8

Thursday, April 16, 2009, 14:45-15:00 EST (2:45-3:00 p.m. EST)
SATELLITE: Galaxy 28
TRANSPONDER: 15 C
DL FREQUENCY: 4000 Vertical
AUDIO: 6.2 6.8

                       About General Growth

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

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

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


GENERAL GROWTH: Case Summary & List of Largest Creditors
--------------------------------------------------------
Debtor: General Growth Properties Inc.
        110 North Wacker Drive
        Chicago, IL 60606

Bankruptcy Case No.: 09-11977

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
South Street Seaport Limited Partnership           09-11963
Seaport Marketplace, LLC                           09-11964
Seaport Marketplace Theatre, LLC                   09-11965
Lockport L.L.C.                                    09-11966
RASCAP Realty, Ltd                                 09-11967
Bellis Fair Partners                               09-11968
GGP-Mint Hill L.L.C.                               09-11969
Pines Mall Partners                                09-11970
GGP-Grandville L.L.C.                              09-11971
GGP-Grandville II L.L.C.                           09-11972
GGP-Redlands Mall, L.P.                            09-11973
La Place Shopping, L.P.                            09-11974
GGP-Tucson Land L.L.C.                             09-11975
Tucson Anchor Acquisition, LLC                     09-11976
General Growth Properties, Inc.                    09-11977
GGP Limited Partnership                            09-11978
Rouse LLC                                          09-11979
GGP American Properties Inc.                       09-11980
Caledonian Holding Company, Inc.                   09-11981
GGPLP L.L.C.                                       09-11982
The Rouse Company LP                               09-11983
TRC Co-Issuer, Inc.                                09-11984
Oakwood Shopping Center Limited Partnership        09-11985
Alameda Mall Associates                            09-11986
Bay Shore Mall Partners                            09-11987
Chico Mall, L.P.                                   09-11988
Lansing Mall Limited Partnership                   09-11989
GGP-Pecanland, L.P.                                09-11990
GGP-Pecanland II, L.P.                             09-11991
Southland Mall, L.P.                               09-11992
South Shore Partners, L.P.                         09-11993
Price Financing Partnership, L.P.                  09-11994
Price GP L.L.C.                                    09-11995
HHP Government Services, Limited Partnership       09-11996
Ho Retail Properties I Limited Partnership         09-11997
New Orleans Riverwalk Associates                   09-11998
New Orleans Riverwalk Limited Partnership          09-11999
White Marsh General Partnership                    09-12000
White Marsh Mall Associates                        09-12001
White Marsh Phase II Associates                    09-12002
Parke West, LLC                                    09-12003
GGP-NewPark L.L.C.                                 09-12004
Elk Grove Town Center, L.P.                        09-12005
Baltimore Center Associates Limited Partnership    09-12006
Baltimore Center Garage Limited Partnership        09-12007
Century Plaza L.L.C                                09-12008
Harbor Place Associates Limited Partnership        09-12009
Price Development Company, Limited Partnership     09-12010
Rouse-Phoenix Theatre Limited Partnership          09-12011
Rouse-Arizona Retail Center Limited Partnership    09-12012
Rouse-Phoenix Master Limited Partnership           09-12013
Saint Louis Land L.L.C                             09-12014
Southland Center, LLC                              09-12015
GGP-North Point Land L.L.C.                        09-12016
Majestic Partners-Provo, LLC                       09-12017
GGP-Mall of Louisiana, L.P.                        09-12018
Newpark Anchor Acquisition, LLC                    09-12019
Parkview Office Building Limited Partnership       09-12020
Parkside Limited Partnership                       09-12021
Park Square Limited Partnership                    09-12022
Rouse SI Shopping Center, LLC                      09-12023
Augusta Mall, LLC                                  09-12024
The Burlington Town Center LLC                     09-12025
Fashion Show Mall LLC                              09-12026
GGP Ala Moana L.L.C.                               09-12027
GGP Jordan Creek L.L.C.                            09-12028
GGP Village at Jordan Creek L.L.C.                 09-12029
GGP-Four Seasons L.L.C.                            09-12030
Lincolnshire Commons, LLC                          09-12031
Phase II Mall Subsidiary, LLC                      09-12032
St. Cloud Mall L.L.C.                              09-12033
Valley Hills Mall L.L.C.                           09-12034
GGP Holding, Inc.                                  09-12035
The Rouse Company BT, LLC                          09-12036
The Rouse Company Operating Partnership LP         09-12037
10000 West Charleston Boulevard LLC                09-12040
10190 Covington Cross, LLC                         09-12041
1120/1140 Town Center Drive, LLC                   09-12042
1160/1180 Town Center Drive, LLC                   09-12043
1201-1281 Town Center Drive, LLC                   09-12044
1251 Center Crossing, LLC                          09-12045
1450 Center Crossing Drive, LLC                    09-12046
1451 Center Crossing Drive, LLC                    09-12047
1551 Hillshire Drive, LLC                          09-12048
1635 Village Centre Circle, LLC                    09-12049
1645 Village Center Circle, LLC                    09-12050
9901-9921 Covington Cross, LLC                     09-12051
9950-9980 Covington Cross, LLC                     09-12052
Alameda Mall L.L.C.                                09-12053
Apache Mall, LLC                                   09-12054
Arizona Center Parking, LLC                        09-12055
Augusta Mall Anchor Acquisition, LLC               09-12056
Augusta Mall Anchor Holding, LLC                   09-12057
Augusta Mall Holding, LLC                          09-12058
Austin Mall Limited Partnership                    09-12059
Austin Mall, LLC                                   09-12060
Bakersfield Mall, Inc.                             09-12061
Bakersfield Mall LLC                               09-12062
Baltimore Center LLC                               09-12063
Bay City Mall Associates L.L.C.                    09-12064
Bay Shore Mall II L.L.C.                           09-12065
Bay Shore Mall, Inc.                               09-12066
Beachwood Place Holding, LLC                       09-12067
Beachwood Place Mall, LLC                          09-12068
Benson Park Business Trust                         09-12069
Birchwood Mall, LLC                                09-12070
Boise Mall, LLC                                    09-12071
Boise Town Square Anchor Acquisition, LLC          09-12072
Boise Towne Plaza L.L.C.                           09-12073
Boulevard Associates                               09-12074
Boulevard Mall, Inc.                               09-12075
Boulevard Mall I LLC                               09-12076
Boulevard Mall II LLC                              09-12077
BTS Properties L.L.C.                              09-12078
Cache Valley, LLC                                  09-12079
Century Plaza, Inc.                                09-12080
Champaign Market Place L.L.C.                      09-12081
Chapel Hills Mall L.L.C.                           09-12082
Chattanooga Mall, Inc.                             09-12083
Chico Mall L.L.C.                                  09-12084
Chula Vista Center, LLC                            09-12085
Collin Creek Anchor Acquisition, LLC               09-12086
Collin Creek Mall, LLC                             09-12087
Colony Square Mall L.L.C.                          09-12088
Columbia Mall L.L.C.                               09-12089
Coronado Center L.L.C.                             09-12090
Coronado Center Holding L.L.C.                     09-12091
Cottonwood Mall, LLC                               09-12092
Country Hills Plaza, LLC                           09-12093
Deerbrook Mall, LLC                                09-12094
DK Burlington Town Center LLC                      09-12095
Eagle Ridge Mall, Inc.                             09-12096
Eagle Ridge Mall, L.P.                             09-12097
Eastridge Shopping Center L.L.C.                   09-12098
Eden Prairie Anchor Building L.L.C.                09-12099
Eden Prairie Mall, Inc.                            09-12100
Eden Prairie Mall L.L.C.                           09-12101
Elk Grove Town Center L.L.C.                       09-12102
ER Land Acquisition L.L.C.                         09-12103
Fallbrook Square Partners Limited Partnership      09-12104
Fallbrook Square Partners L.L.C.                   09-12105
Fallen Timbers Shops, LLC                          09-12106
Fallen Timbers Shops II, LLC                       09-12107
Faneuil Hall Marketplace, LLC                      09-12108
Fashion Place, LLC                                 09-12109
Fashion Place Anchor Acquisition, LLC              09-12110
Fifty Columbia Corporate Center, LLC               09-12111
Forty Columbia Corporate Center, LLC               09-12112
Fox River Shopping Center, LLC                     09-12113
Franklin Park Mall, LLC                            09-12114
Franklin Park Mall Company, LLC                    09-12115
Gateway Crossing L.L.C.                            09-12116
Gateway Overlook Business Trust                    09-12117
Gateway Overlook II Business Trust                 09-12118
GGP Acquisition, L.L.C.                            09-12119
GGP Ala Moana Holdings L.L.C.                      09-12120
GGP American Holdings Inc.                         09-12121
GGP General II, Inc.                               09-12122
GGP Holding II, Inc.                               09-12123
GGP Holding Services, Inc.                         09-12124
GGP Ivanhoe II, Inc.                               09-12125
GGP Ivanhoe IV Services, Inc.                      09-12126
GGP Kapiolani Development L.L.C.                   09-12127
GGP Knollwood Mall, LP                             09-12128
GGP Natick Residence LLC                           09-12129
GGP Savannah L.L.C.                                09-12130
GGP/Homart, Inc.                                   09-12131
GGP/Homart Services, Inc.                          09-12132
GGP-Bay City One, Inc.                             09-12133
GGP-Brass Mill, Inc.                               09-12134
GGP-Burlington L.L.C.                              09-12135
GGP-Canal Shoppes, L.L.C.                          09-12136
GGP-Foothills, L.L.C.                              09-12137
GGP-Glenbrook, L.L.C.                              09-12138
GGP-Glenbrook Holding L.L.C.                       09-12139
GGP-Grandville Land L.L.C.                         09-12140
GGP-La Place, Inc.                                 09-12141
GGP-Lakeview Square, Inc.                          09-12142
GGP-Lansing Mall, Inc.                             09-12143
GGP-Maine Mall L.L.C.                              09-12144
GGP-Maine Mall Holding L.L.C.                      09-12145
GGP-Maine Mall Land L.L.C.                         09-12146
GGP-Moreno Valley, Inc.                            09-12147
GGP-Newgate Mall, LLC                              09-12148
GGP-NewPark, Inc.                                  09-12149
GGP-North Point, Inc.                              09-12150
GGP-Pecanland, Inc.                                09-12151
GGP-Redlands Mall, L.L.C.                          09-12152
GGP-South Shore Partners, Inc.                     09-12153
GGP- Steeplegate, Inc.                             09-12154
GGP-Tucson Mall L.L.C.                             09-12155
GGP- UC L.L.C.                                     09-12156
Grand Canal Shops II, LLC                          09-12157
Grandville Mall II, Inc.                           09-12158
Grandville Mall, Inc.                              09-12159
Greengate Mall, Inc.                               09-12160
Greenwood Mall Land, LLC                           09-12161
Harborplace Borrower, LLC                          09-12162
Hickory Ridge Village Center, Inc.                 09-12163
HMF Properties, LLC                                09-12164
Ho Retail Properties II Limited Partnership        09-12165
Hocker Oxmoor, LLC                                 09-12166
Hocker Oxmoor Partners, LLC                        09-12167
Howard Hughes Canyon Pointe Q4, LLC                09-12168
The Howard Hughes Corporation                      09-12169
Howard Hughes Properties, Inc.                     09-12170
Howard Hughes Properties,Limited Partnership       09-12171
Howard Hughes Properties IV, LLC                   09-12172
Howard Hughes Properties V, LLC                    09-12173
HRD Parking, Inc.                                  09-12174
HRD Remainder, Inc.                                09-12175
Hulen Mall, LLC                                    09-12176
The Hughes Corporation                             09-12177
Kapiolani Condominium Development, LLC             09-12178
Kapiolani Retail, LLC                              09-12179
Knollwood Mall, Inc.                               09-12180
Lakeside Mall Holding, LLC                         09-12181
Lakeside Mall Property, LLC                        09-12182
Lakeview Square Limited Partnership                09-12183
Land Trust No. 89433                               09-12184
Land Trust No. 89434                               09-12185
Land Trust No. FHB-TRES 200601                     09-12186
Land Trust No. FHB-TRES 200602                     09-12187
Landmark Mall L.L.C.                               09-12188
Lynnhaven Holding L.L.C.                           09-12189
Lynnhaven Mall L.L.C.                              09-12190
Mall of Louisiana Holding, Inc.                    09-12191
Mall of Louisiana Land, LP                         09-12192
Mall of Louisiana Land Holding. LLC                09-12193
Mall of the Bluffs, LLC                            09-12194
Mall St. Matthews Company, LLC                     09-12195
Mall St. Vincent, Inc.                             09-12196
Mall St. Vincent, L.P.                             09-12197
Mayfair Mall, LLC                                  09-12198
MSAB Holdings, Inc.                                09-12199
MSAB Holdings, L.L.C.                              09-12200
MSM Property L.L.C.                                09-12201
Natick Retail, LLC                                 09-12202
Newgate Mall Land Acquisition, LLC                 09-12203
NewPark Mall L.L.C.                                09-12204
North Plains Mall, LLC                             09-12205
North Star Anchor Acquisition, LLC                 09-12206
North Star Mall, LLC                               09-12207
North Town Mall, LLC                               09-12208
Northgate Mall L.L.C.                              09-12209
NSMJV, LLC                                         09-12210
Oakwood Hills Mall, LLC                            09-12211
Oglethorpe Mall L.L.C.                             09-12212
Oklahoma Mall L.L.C.                               09-12213
OM Borrower, LLC                                   09-12214
One Willow Company, LLC                            09-12215
Orem Plaza Center Street, LLC                      09-12216
Owings Mills Limited Partnership                   09-12217
Park Mall, Inc.                                    09-12218
Park Mall, L.L.C.                                  09-12219
PDC Community Centers L.L.C.                       09-12220
PDC-Eastridge Mall L.L.C.                          09-12221
PDC-Red Cliffs Mall LLC                            09-12222
Peachtree Mall L.L.C.                              09-12223
Pecanland Anchor Acquisition LLC                   09-12224
Piedmont Mall L.L.C.                               09-12225
Pierre Bossier Mall LLC                            09-12226
Pine Ridge Mall L.L.C.                             09-12227
Pioneer Office Limited Partnership                 09-12228
Pioneer Place Limited Partnership                  09-12229
Price Development TRS, Inc.                        09-12230
Price-ASG L.L.C.                                   09-12231
Prince Kuhio Plaza, Inc.                           09-12232
Providence Place Holdings, LLC                     09-12233
Redlands Land Acquisition Company LLC              09-12234
Redlands Land Acquisition Company LP               09-12235
Redlands Land Holding L.L.C.                       09-12236
Ridgedale Center, LLC                              09-12237
Rio West L.L.C                                     09-12238
River Falls Mall LLC                               09-12239
River Hills Land, LLC                              09-12240
River Hills Mall LLC                               09-12241
Rogue Valley Mall L.L.C.                           09-12242
Rogue Valley Mall Holding L.L.C.                   09-12243
The Rouse Company at Owings Mills, LLC             09-12244
The Rouse Company of Florida, LLC                  09-12245
The Rouse Company Of Louisiana LLC                 09-12246
The Rouse Company Of Michigan LLC                  09-12247
The Rouse Company Of Minnesota, LLC                09-12248
The Rouse Company Of Ohio, LLC                     09-12249
Rouse F.S., LLC                                    09-12250
Rouse Office Management of Arizona, LLC            09-12251
Rouse Providence LLC                               09-12252
Rouse Ridgedale, LLC                               09-12253
Rouse Ridgedale Holding, LLC                       09-12254
Rouse Southland, LLC                               09-12255
Rouse-Arizona Center, LLC                          09-12256
Rouse-Fairwood Development Corporation             09-12257
Rouse-New Orleans, LLC                             09-12258
Rouse-Oakwood Shopping Center, Inc.                09-12259
Rouse-Orlando, LLC                                 09-12260
Rouse-Phoenix Cinema, LLC                          09-12261
Rouse-Phoenix Corporate Center Limited Partnership 09-12262
Rouse-Phoenix Development Company, LLC             09-12263
Rouse-Portland, LLC                                09-12264
RS Properties Inc                                  09-12265
Saint Louis Galleria L.L.C.                        09-12266
Saint Louis Galleria Anchor Acquisition, LLC       09-12267
Saint Louis Galleria Holding L.L.C.                09-12268
Sierra Vista Mall, LLC                             09-12269
Sikes Senter, LLC                                  09-12270
Silver Lake Mall, LLC                              09-12271
Sixty Columbia Corporate Center, LLC               09-12272
Sooner Fashion Mall L.L.C.                         09-12273
Southlake Mall L.L.C.                              09-12274
Southland Center Holding, LLC                      09-12275
Southland Mall, Inc.                               09-12276
Southwest Denver Land L.L.C.                       09-12277
Southwest Plaza L.L.C.                             09-12278
Spring Hill Mall L.L.C.                            09-12279
St. Cloud Land L.L.C.                              09-12280
St.Cloud Mall Holding L.L.C.                       09-12281
Stonestown Shopping Center L.L.C.                  09-12282
Stonestown Shopping Center, L.P.                   09-12283
Summerlin Centre, LLC                              09-12284
Summerlin Corporation                              09-12285
Three Rivers Mall L.L.C.                           09-12286
Three Willow Company, LLC                          09-12287
Town East Mall, LLC                                09-12288
Tracy Mall, Inc.                                   09-12289
Tracy Mall Partners, L.P.                          09-12290
Tracy Mall Partners I L.L.C.                       09-12291
Tracy Mall Partners II, L.P.                       09-12292
TRC Willow, LLC                                    09-12293
TV Investment, LLC                                 09-12294
Two Arizona Center, LLC                            09-12295
Two Willow Company, LLC                            09-12296
Tysons Galleria L.L.C.                             09-12297
U.K. American Properties, Inc.                     09-12298
Valley Hills Mall, Inc.                            09-12299
Valley Plaza Anchor Acquisition, LLC               09-12300
VCK Business Trust                                 09-12301
Victoria Ward Center L.L.C.                        09-12302
Victoria Ward Entertainment Center, L.L.C.         09-12303
Victoria Ward, Limited                             09-12304
Victoria Ward Services, Inc.                       09-12305
The Village of Cross Keys, LLC                     09-12306
Visalia Mall L.L.C.                                09-12307
Vista Commons, LLC                                 09-12308
Visalia Mall, L.P.                                 09-12309
Vista Ridge Mall, LLC                              09-12310
VW Condominium Development, LLC                    09-12311
Ward Gateway-Industrial-Village, LLC               09-12312
Ward Plaza-Warehouse, LLC                          09-12313
Weeping Willow RNA, LLC                            09-12314
West Kendall Holdings, LLC                         09-12315
Westwood Mall, LLC                                 09-12316
White Marsh Mall LLC                               09-12317
White Mountain Mall, LLC                           09-12318
Willow SPE, LLC                                    09-12319
Willowbrook II, LLC                                09-12320
Willowbrook Mall, LLC                              09-12321
Woodbridge Center Property, LLC                    09-12322
The Woodlands Mall Associates, LLC                 09-12323

Related Information: General Growth Properties (NYSE:GGP) is the
                     second-largest U.S. mall owner, having
                     ownership interest in, or management
                     responsibility for, more than 200 regional
                     shopping malls in 44 states, as well as
                     ownership in master planned community
                     developments and commercial office buildings.
                     The Debtors' portfolio totals roughly 200
                     million square feet of retail space and
                     includes more than 24,000 retail stores
                     nationwide.

                     General Growth is a self-administered and
                     self-managed real estate investment trust.
                     As of the commencement of this case, General
                     Growth has about 750 direct and indirect
                     subsidiaries.

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

                     See http://www.ggp.com/

Chapter 11 Petition Date: April 16, 2009

Court: Southern District of New York

Judge: Allan Gropper

Debtor's Counsel:   Marcia L. Goldstein, Esq.
                    Gary T. Holtzer, Esq.
                    Adam P. Strochak, Esq.
                    Stephen A. Youngman, Esq.
                    Weil, Gotshal & Manges LLP
                    767 Fifth Avenue
                    New York, NY 10153
                    Tel: (212 310-8000
                    Fax: (212 310-8007
                    http://www.weil.com/

Co-counsel          James H.M. Sprayregen, P.C.
                    Anup Sathy, P.C.
                    Kirkland & Ellis LLP
                    200 East Randolph Drive
                    Chicago, IL 60601
                    Tel: (312 861-2000
                    Fax: (312 861-2200
                    http://www.kirkland.com/

Claims Agent:       Kurtzman Carson Consultants LLC
                    2335 Alaska Avenue
                    El Segundo, CA 90245
                    http://www.kccllc.net/GeneralGrowth

Financial Advisor:  AlixPartners LLP
                    New York
                    9 West 57th Street, Suite 3420
                    New York, New York 10019
                    Tel: (212 490-2500
                    Fax: (212 490-1344
                    http://www.alixpartners.com/en/

Investment Banker:  Miller Buckfire Co. LLC
                    153 East 53rd Street, 22nd Floor
                    New York, NY 10022
                    Tel: (212 895-1800
                    Fax: (212 895-1853
                    http://www.millerbuckfire.com/

The Debtors' financial condition as of December 31, 2008:

Total Assets: $29,557,330,000

Total Debts: $27,293,734,000

The Debtors have 270,380,642 numbers of shares of common stock
outstanding.

The Debtor's 100 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Eurohypo AG New York Branch    2006 facility     $1,987,500,000
1114 Avenue of the Americas    senior term
29th floor
NEW YORK, NY 10036
Attn: Ryan Huddlestun
Tel: (312) 660-1950
Fax: (866) 393-2270

  Attn: Stephen Cox
  Tel: (212) 479-5861
  Fax: (866) 874-5034

Wilmington Trust FSB           GGPLP Notes       $1,550,000,000
Rodney Sq. North 1100N         3.98% due
Market St.                     4/15/2012
Wilmington, DE 19890
Attn: Ted Cecala
Tel: (302) 651-1000
Fax: (302) 651-8937

Wilmington Trust FSB           Rouse Bonds       $798,454,857
Rodney Sq. North 1100N         6.75% due
Market St.                     5/1/2013
Wilmington, DE 19890
Attn: Ted Cecala
Tel: (302) 651-1000
Fax: (302) 651-8937

Eurohypo AG New York Branch    2006 facility     $601,515,545
1114 Avenue of the Americas    revolver
29th floor
NEW YORK, NY 10036
Attn: Ryan Huddlestun
Tel: (312) 660-1950
Fax: (866) 393-2270

  Attn: Stephen Cox
  Tel: (212) 479-5861
  Fax: (866) 874-5034

The Bank of New York           rouse bonds       $450,000,000
Mellon Corporation (as         5.375%
Successor Trustee to           due 11/26/2013
J.P.Morgan Trust
Company
Corporate trust division
2 North Lasalle Street
Suite 1020
Chicago, IL 60602
Compliance & Relationship
Manager
Attn: Sharon K. McGrath
Tel: (402) 496-1960
Fax: (402) 496-2014

The Bank of New York           rouse bonds       $400,000,000
Mellon Corporation (as         7.20%
Successor Trustee to           due 9/1/2012
J.P.Morgan Trust
Company
Corporate trust division
2 North Lasalle Street
Suite 1020
Chicago, IL 60602
Compliance & Relationship
Manager
Attn: Sharon K. McGrath
Tel: (402) 496-1960
Fax: (402) 496-2014

The Bank of New York           rouse bonds       $450,000,000
Mellon Corporation (as         3.625%
Successor Trustee to           due 3/15/2009
J.P.Morgan Trust
Company
Corporate trust division
2 North Lasalle Street
Suite 1020
Chicago, IL 60602
Compliance & Relationship
Manager
Attn: Sharon K. McGrath
Tel: (402) 496-1960
Fax: (402) 496-2014

Lasallebank National           Trups I           $206,200,000
Association                    due 2036
135 South Lasalle Street
Suite 1560
Chicago, IL 60603
Attn: Corporate Debt Trust
Services Division, GGP
Limited Partnership
Attn: Margaret Muir
Tel: (312) 904-2226
Fax: (312) 904-4018

  Wilmington Trust, FSB
  Rodney SQ. North
  1100 N. Market St.
  Wilmington, DE 19890
  Attn: TED CECALA
  Tel: (302) 651-1000

The Bank of New York           rouse bonds       $200,000,000
Mellon Corporation (as         8.00%
Successor Trustee to           due 4/30/2009
J.P.Morgan Trust
Company
Corporate trust division
2 North Lasalle Street
Suite 1020
Chicago, IL 60602
Compliance & Relationship
Manager
Attn: Sharon K. McGrath
Tel: (402) 496-1960
Fax: (402) 496-2014

Pepco Energy Services Inc.     trade             $1,793,834
1300 N. 17th St. Ste. 1600
Arlington, VA 22209
Attn: John Huffman
Tel: (703) 253-1800
Fax: (703) 253-1698

Sephora                        trade             $1,536,080
525 Market Street 11th Floor
San Francisco, CA 94105
Attn: Cella Wing
Tel: (415) 284-3369
Fax: (415) 284-3725

Borders Rooks & Music          trade             $1,414,855
100 Phoenix Drive
Ann Arbor, MI 48108
Attn: Vince Vizza
Tel: (734) 477-1754
Fax: (734) 477-1808

Aurora Health Care             trade             $1,342,730
3031 W. Montana St.
P.O. Box 343910
Milwaukee, WI 53234-3910
Attn: G. Edwin Howe
Tel: (414) 647-3000
Fax: (414) 647-3494

Microsoft Licensing GP         trade             S1,189,886
6100 Neil Road, Ste 100
Reno, NV 8951111]7
ATTN: TOM BAUMBACH
Tel: (425) 882-8080
Fax: (425) 208-2300

Mandalay Bay Resort &          trade             $1,122,208
Casino
3950 South Las Vegas Blvd.
LAS VEGAS. NV 891 [9
Attn: Glenn W. Schaeffer
Tel: (702) 632-7777
Fax: (702) 6327234

Lerner New York, Inc.          trade             $999,816
450 West 33rd Street, 5th flr.
New York, NY 10001
Attn: John Dewolf
Tel: (212) 884-2113
Fax: (212) 884-2105

  Attn: Richard Crystal
  Tel: (212) 884-2010
  Fax: (212) 884-2]99

SB Architects                  trade             $650,918
1 Beach Street, Suite 301
San Francisco, CA 94133
Attn: John Eller, President
Tel: (415) 673-8990
Fax: (415) 274-2003

Guess? Inc.                    trade             $581,460
1444 S. Alameda Street
Los Angeles, CA 90021
Attn: Paul Marciano, CEO
Tel: (213) 765-3100
Fax: (213) 744-7838

Kramer Levin Naftalis &        trade             $559,626
Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Attn: Margo Usda, CFO
Tel: (212) 715-9100
Fax: (212) 715-8000

Venetian Casino & Resort, LLC  trade             $531,444
3355 Las Vegas Blvd South
Las vegas, NV 89109
Attn: Sheldon Adelson
President
Tel: (702) 414-1000
Fax: (702) 414-1100

Macy's                         trade             $491,871
7 West Seventh Street
West Cincinnati, OH 45202
Attn: Gary Nay
Tel: (513) 579-7676
Fax: (513) 608-2217

IPC International Corporation  trade             $491,575
2111 Waukegan Road
Bannockburn, IL 60015
Attn: Howard Kaplan, CEO
Tel: (847) 444-2045
Fax: (847) 444-2001

Wood Rodgers Inc               trade             $491,428
3301 C Street, Bldg 100-B
Sacramento, CA 95816
Attn: Matthew Spokley -
Principal
Tel: (916) 341-7760
Fax: (916) 341-7767

Allied Barton Security         trade             $469,542
Services
3606 Horizon Drive
King of Prussia, PA
19406-4701
Attn: William C. Whitmore, Jr.
CEO
Tel: (484) 351-1330
Fax: (610) 941-3522

ABM Janitorial Svcs Neast,     trade             $444,401
Inc.
321 W. 44th St., Ste. 701
New York, NY 10036
Attn: James McClur
Tel: (212) 408-6200
Fax: (212) 408-6298

Carter & Burgess, Inc.         trade             $399,480
777 Main St.
Ft. Worth, TX 76102-5304
Attn: Frank Mastel
Tel: (571) 218-1229
Fax: (571) 218-1600

Sharples Holden Pasquarelli    trade             $394,519
11 Park Place, Penthouse
New York, NY 10007
Attn: Greg Pasquarelli
Tel: (212) 889-9005
Fax: (212) 889-3686

Valor Security Services        trade             $372,219
c/o SMS Holdings Corp.
7135 Charlotte Pike, Ste. 100
Nashville, TN 37209
Attn: Dan Rakestraw
Tel: (770) 218-6000
Fax: (770) 218-6006

Grubb & Ellis Company          trade             $362,527
1551 N. Tustin Ave., Ste. 300
Santa Ana, CA 92705
Attn: Richard Needham
Tel: (714) 667-8252
Fax: (877) 888-7348

Wolff Olins LLC                trade             $345,000
200 Varick Street, 10th Floor
New York, NY 10014
Attn: Jordan Crane, CEO
Tel: (212) 505-7337
Fax: (212) 505-8791

Stak Design, Inc.              trade             $317,719
1540 Luna Road
Carrollton, TX 75006
Attn: Stanley Zalenski
Tel: (972) 323-0100
Fax: (972) 323-0126

North Texas Contracting, Inc   trade             $309,400
4999 Keller Haslet Road
keller, TX 76248
Attn: Zach Fusilier
Vice President
Tel: (817) 430-9500
Fax: (817) 430-9207

Sbarro                         trade             $300,723
401 BRoadhallow Road
Melville, NY 11747
Attn: Anthony Missano
Tel: (631) 715-4124
Fax: (631) 715-4197

Veneta Bottega Inc.            trade             $294,400
699 Fifth Avenue
New York, NY 10022
Attn: Jonathan Moss
Tel: (212) 371-5511
Fax: (212) 371-4361

Walking Company, The           trade             $282,550
2475 Townsgate Road, Suite 200
Westlake Village, CA 91361
Attn: Andrew Feshbach, CEO
Tel: (805) 963-8727
Fax: (805) 962-9460

J. Jill Petite                 trade             $263,360
One Talbots Drive
c/o The Talbots, Inc.
Hingham, MA 2043
Attn: Dick O'Connell
Tel: (914) 934-8877
Fax: (781) 741-4369

Millard Mall Services, Inc.    trade             $262,643
35075 Eagle Way
Chicago, IL 60678
Attn: Larry Kugler
Tel: (847) 763-0240
Fax: (847) 677-0790

AKRF Inc                       trade             $253,681
440 Park Ave South, 7th Flr
New York, NY 10016
Attn: Michael Lee
Tel: (646) 388-9763
Fax: (212) 779 9721

Torti Gallas and Partners Inc. trade             $245,304
1300 SPring Street, Suite 400
Silver Spring, MD 20910
Attn: John Torti
Tel: (301) 588-4800
Fax: (301) 650-2255

Weis Builders, Inc.            trade             $239,579
7645 Lyndale Ave South
Minneapolis, MN 55423
Attn: Gregg Johnson
Dir. of construction
Tel: (612) 243-4635
Fax: (612) 243-5010

Otis & Ahearn, Inc.            trade             $229,325
200 Newbury Street
Boston, MA 2116
Attn: Kevin Ahearn
Tel: (617) 267-3500
Fax: (617) 267-6026

Callison Architecture, Inc.    trade             $204,668
1420 5TH AVE., STE. 2400
Seattle, WA 98101
Attn: William Karst
Tel: (206) 623-4646
Fax: (206) 623-4625

Rack Room Shoes                trade             $200,000
8310 Technology Drive
Lease Admin
Charlotte, NC 28262
Attn: Rick Brown
Tel: (704) 547-9200
Fax: (704) 547-8159

Noi Strategies                 trade             $199,471
1200 Harger Road, Suite 408
Oak Brook, IL 60523
Attn: Tama Huang
Tel: (630) 515-1115
Fax: (630) 515-1118

Duany Plater-Zyberk &          trade             $199,097
Company
1023 SW 25th Avenue
Miami, FL 33135
Attn: Andres Duany
Tel: (305) 644-1023
Fax: (305) 644-1021

Bloom                          trade             $197,700
465 E 32nd Streeet
Los Angeles, CA 90011
Tel: (323) 234-9294
Fax: (323) 234-9705

Johnson Controls Inc.          trade             $182,188
5757 N. Green Bay Ave.
Milwaukee, WI 53209
Attn: Stephen Roell, CEO
Tel: (414) 524-1200
Fax: (414) 524-2077

Christopher & Banks, Inc       trade             $181,710
2400 Xenium Lane No.
Plymouth, MN 55441
Attn: Donna Fauchald
Tel: (763) 551-5110
Fax: (763) 551-5169

Southern Nevada Paving, Inc.   trade             $178,296
3920 W Hacienda Ave
Las Vegas, NV 89118
Attn: Pat Word
Tel: (702) 876-5226
Fax: (702) 876-6808

Turner Construction Company    trade             $177,752
3865 Wilson Boulevard
Suite 300
Arlington, VA 22230
Attn: Jeff Burnham
Business Development Manager
Tel: (703) 841-5252
Fax: (703) 841-5228

Baltimore Ravens, LP           trade             $173,891
1101 Russell St.
Baltimore, MD 21230
Attn: Kevin Byrne
Tel: (410) 547-8100
Fax: (410) 654-6239

Constructionsouth, Inc         trade             $172,290
721 Papworth Ave, Ste 102
Metairie, LA 70055
Attn: Conrad Appel, III
Tel: (504) 834-2900

Perkowitz + Ruth Architects,   trade             $163,104
Inc.
600 Anton Blvd, 16th Floor
Costa Mesa, CA 92626
Attn: Todd Stoutenborough
Principal
Tel: (714) 850-3400
Fax: (714) 850-3499

Scottsdale Jean Company        trade             $162,344
14747 N Northsight Blvd
Suite 106
Scottsdale, AZ 85260
Tel: (480) 905-9300

ABMB Engineers, Inc            trade             $161,880
500 Main Street
Baton Rouge, LA 70801
Attn: Steve Boudreaux
Principal
Tel: (225) 765-7400
Fax: (225) 765-7244

Robertson Wood Advertising     trade             $159,080
6061 S Fort Apache Road #100
Las Vegas, NV 89148
Attn: Michelle Ledford
Tel: (702) 947-7777
Fax: (702) 933-1260

Clubcorp USA Inc               trade             $157,707
3030 LBJ Freeway, Ste 600
Dallas, TX 75234
Attn: eric l. Affeldt
Tel: (972) 243-6191
Fax: (972) 888-7558

Schlack, Ito & Lockwood        trade             $155,977
Piper & Elkind
Topa Financial Center
745 Fort Street, Suite 1500
Honolulu, HI 96813
Attn: carl J. Schlack, Jr.
Tel: (808) 523-6040
Fax: (808) 523-6030

Engineers Surveyors Hawaii,    trade             $155,643
Inc.
900 Halekauwila Street
Honolulu, HI 96814
Attn: Kendall Hee
Tel: (808) 591-8116 Ext. 216
Fax: (808) 593-8101

Panacea Services LLP           trade             $155,609
2805 Synergy
North Las Vegas, NV 89030
Attn: Nick Kanagin
Managing Partner
Tel: (702) 655-2915
Fax: (702) 655-5325

Ambius Inc. (19               trade             $152,084
485 E Half Day Rd Ste 450
Buffalo Grove, IL 60089
Attn: Jeffrey Mariola
Tel: (847) 634-4250
Fax: (847) 634-6820

Ampco System Parking           trade             $151,543
801 South Grand Avenue
Suite 775
Los Angeles, CA 90017
Attn: Rich Kindorf
Tel: (213) 624-6065
Fax: (213) 689-7992

DEB 9401 Blue Grass Road       trade             $150,000
Philadelphia, PA 19114
Attn: Warren Weiner
Executive VP
Tel: (215) 676-6000
Fax: (215) 698-7151

Red Robin Gourmet Burgers      trade             $150,000
6312 S. Fiddler's Green Cir.
Ste. 200N
Greenwood Village, CO 80111
Attn: Dennis Mullen
Tel: (303) 846-6000
Fax: (303) 846-6048

Mccormick & Schmick's          trade             $148,000
Restaurant Grp-Ach
720 SW Washington Suite 550
Portland, OR 97205-3507
Attn: Emanuel Hilario
Tel: (503) 226-3440
Fax: (503) 228-5074

Hawaii Care & Cleaning, Inc.   trade             $146,057
4374 Kukui Grove St.
Suite 101
LIHUE, HI 96766
Attn: William Allen
Tel: (808) 245-6514
Fax: (808) 246-2474

Juicy Couture                  trade             $143,703
12723 Wentworth St.
Arleta, CA 91331
Attn: Edgar Huber
Tel: (818) 767-0849
Fax: (818) 767-1587

Andrews International          trade             $139,327
Security
27959 Smyth Drive
Valencia, CA 91355
Attn: Randy Andrews, CEO
Tel: (661) 775-8400
Fax: (661) 775-8794

Anbe Aruga & Ishizu            trade             $134,416
Architects
1441 Kapiolani Boulevard
Suite 206
Honolulu, HI 96814
Attn: Mitsugi Aruga
Tel: (808) 949-1025
Fax: (808) 949-1027

Watanabe Ing LLP               trade             $129,316
999 Bishop St., 23rd Fl
Honolulu, HI 96813-4428
Attn: Jeffrey Watanabe
Tel: (808) 544-8300
Fax: (808) 544-8399

Schnackel Engineers, Inc.      trade             $127,934
3035 South 72nd Street
Omaha, NE 68124
Attn: Greg Schnackel
President
Tel: (402) 391-7680
Fax: (800) 930-9526

Professional Service           trade             $123,476
Industries, Inc
1901 S. Meyers Rd., Ste. 400
Oakbrook Terrace, IL 60181
Attn: Murray Savage
Tel: (630) 691-1490
Fax: (630) 691-1587

Mclaughlin Erectors, Inc.      trade             $116,941
3502 Columbia Memorial Pkwy
Kemah, TX 77565
Attn: President
Tel: (281) 538-2600
Fax: (281) 338-4509

Coffee Pod & Simple Foods      trade             $115,000
426 W 1230 N
Provo, UT 84604
Attn: Marnie Robert
Tel: ((801 341-0022

Land Design                    trade             $112,551
223 N. Graham St.
Charlotte, NC 28202
Attn: edward m. Schweitzer
Tel: (704) 333-0325
Fax: (704) 332-3246

Oahu Waste Services, Inc.      trade             $112,033
1169 Mikole St.
Honolulu, HI 96819-4327
Attn: Clyde Kaneshiro
Tel: (808) 845-7581
Fax: (808) 792-0199

Standard Parking               trade             $110,162
900 North Michigan
Suite 1600
Chicago, IL 60611
Attn: James A. Wilhelm
President
Tel: (312) 274-2110
Fax: (312) 640-6164

Holmestead Properties          trade             $108,058
52A Hayden Rowe Street
Hopkinton, MA 1748
Attn: David Holmes
Tel: (508) 435-4411
Fax: (508) 435-4433

Ledcor Industries Inc          trade             $107,706
1000-1066 West Hastings St.
Vancouver, BC VGE 3X1
Attn: John Helliwell - COO
Tel: (858) 527-6450
Fax: (858) 566-1003

IEM, Inc. (Internat'l          trade             $105,241
Environmental Mgmt
11660 Alpharetta Hwy # 245
Roswell, GA 30076-4943
Attn: Andrew Goldstrum
Tel: (770) 667-7270
Fax: (770) 667-7275

Corporate Realty Leasing Co.   trade             $105,000
c/o Corporate Realty, Inc.
201 St. Charles Avenue
Suite 4411
New Orleans, LA 70170
Attn: Russell Palmer, President
Tel: (504) 581-5005
Fax: (504) 585-2605

Pumpkin Patch                  trade             $104,025
951 Mariners Island Blvd
Suite 650
San Mateo, CA 94404
Attn: Maurice Prendergast
CEO
Tel: (800) 898-0344
Fax: (800) 898-9198

Global Strategy Group          trade             $103,402
895 Broadway, 5th Floor
New York, NY 10003
Attn: Jonathan Silvan
CEO
Tel: (212) 260-8813
Fax: (212) 260-9058

Brown, Winfield & Canzoneri,   trade             $102,230
Inc.
300 S. Grand Avenue
Suite 1500
Los Angeles, CA 90071-3125
Attn: Steven Abram
Tel: (213-687-2100
Fax: (213-687-2149

Trade Secret                   trade             $100,550
7201 Metro Boulevard
Minneapolis, MN 55439
Attn: Lease Payables
Department
Tel: (952) 947-7777
Fax: (952) 947-7800

SPENCER'S                      trade             $100,250
6826 Black Horse Pike -
Suite 205
Attn: Ken Garagiola
EGG Harbor Township, NJ
08234-4197
Tel: (609) 645-5303
Fax: (609) 645-5448

Things Remembered              trade             $100,000
5550 Avion Park Drive
Attn: Michael Anthony, CEO
Highland Heights, OH 44143
Tel: (440) 473-2000
Fax: (440) 473-2018

LVI Environmental of           trade             $99,533
Nevada, inc.
4795 Quality Court
LAS VEGAS, NV 89103
Attn: Joe Catania
Tel: (702) 220-4848
Fax: (702) 220-4850

Mall Tenant Interiors, Inc.    trade             $98,927
301 West Castlewood
Friendswood, TX 77546
Attn: Charlie Russo
Tel: (281) 992-3331

Modular Space Corporation      trade             $98,107
1200 Swedesford Road
Berwyn, PA 19312-1078
Attn: Charles Paquin
Tel: (610) 232-1200
Fax: (703) 661-6196

HTI Contractors                trade             $97,593
4539 Sykesville Road
Finksburg, MD 21048
Attn: President
Tel: (410) 781-0155
Fax: (410) 781-0331

Automotive Rentals, Inc.       trade             $96,669
9000 Midlantic Dr.
Mt. Laurel, NJ 08054-1539
Attn: Bill Mckee
Tel: (856) 778-1500
Fax: (856) 231-9106

Board of Water Supply          trade             $96,427
630 S. Beretania Street
Honolulu, HI 96843-0001
Attn: Clifford Lum
Tel: (808) 748-5078
Fax: (808) 748-5082

Compass Lexecon                trade             $95,933
500 E Pratt St Ste 1400
Baltimore, MD 21202-3166
Attn: Eric Miller
Tel: (410) 951-4800
Fax: (410) 951-4895

HR& A Advisors, Inc.           trade             $93,909
99 Hudson Street, 3rd floor
New york, NY 10013
Attn: John H. Alschuler, Jr.
Chairman
Tel: (212) 977-5597
Fax: (212) 977-6202

Equity Marketing Services      trade             $93,211
Inc.
303 West Madison Street
Suite 1000
Chicago, IL 60606
Tel: (312) 252-4300
Fax: (312) 252-4301

K & A Contracting, Inc.        trade             $92,143
85 Gina Court
Sykesville, MD 21784
Attn: Robert Bradley
President
Tel: (410) 781-0017
Fax: (410) 552-1656

Betsey Johnson                 trade             $91,885
(B.J. VINES INC
498 Seventh avenue
21st Floor
New York, NY 10018
Attn: Chantal Bacon
Tel: (212) 244-0843
Fax: (212) 244-0855

Carroll Associates             trade             $91,373
Architects, Ltd.
24 S. Bothwell St.
Palatine, IL 60067
Attn: Jack Gatto
Tel: (847) 359-6810
Fax: (847) 359-6870

Chillco, Inc                   trade             $91,297
22225 Little Creek Rd
Mandeville, LA 70471
Attn: John Bevington
Tel: (985) 809-0888
Fax: (985) 809-0331

The Debtors' 5 Largest Secured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
EuroHypo AG, New York Branch   2008 Loan         $875,000,000
1114 Avenue of the Americas    Agreement
29th Floor
New York, NY 10036
Attention: Ryan Huddlestun
Tel: (212) 479-5034
Fax: (866) 393-2270

LaSalle Bank National           Ala Moana #1     $750,000,000
Association
135 South LaSalle Street
Suite 1560
Chicago, IL 60603
Attention: Margaret Muir
Tel: (312) 904-2226
Fax: (312) 904-4018

LaSalle Bank National           Ala Moana #2     $750,000,000
Association
135 South LaSalle Street
Suite 1560
Chicago, IL 60603
Attention: Margaret Muir
Tel: (312) 904-2226
Fax: (312) 904-4018

Deutsche Bank Trust Company     Fashion Show     $650,000,000
Americas
New York, NY 10005
Attention: Anita Cheung

Deutsche Bank Securities Inc.
200 Crescent Court, Suite 550
Dallas, TX 75201
Attention: Scott Speer

Goldman Sachs                   Grand Canal      $396,996,343
85 Broad Street, 11th Floor     Shoppes
New York, NY 10004
Attention: Tim Teague
Tel: (704)-715-2944
Fax: (214) 740-7910

The petition was signed by Ronald L. Gern, senior vice president,
of GGP.

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


GENERAL GROWTH: Fitch Cuts IDR to 'D' Following Bankruptcy Filings
------------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings assigned
to General Growth Properties, Inc. and its subsidiaries GGP
Limited Partnership and The Rouse Company LP to 'D' following the
announcement that these entities have filed for chapter 11
bankruptcy protection.  Fitch has affirmed the issue ratings as
outlined below.

Fitch has taken these rating actions:

   General Growth Properties, Inc.
     -- IDR downgraded to 'D' from 'RD'.

   GGP Limited Partnership
     -- IDR downgraded to 'D' from 'RD';
     -- Revolving credit facility affirmed at 'C/RR5';
     -- Term loan affirmed at 'C/RR5';
     -- Exchangeable senior notes affirmed at 'C/RR5';
     -- Perpetual preferred stock (indicative) affirmed at
        'C/RR6'.

   The Rouse Company LP
     -- IDR downgraded to 'D' from 'C';
     -- Senior unsecured notes affirmed at 'C/RR5'.


GENERAL MOTORS: Opel Has Enough Cash to Survive GM Bankruptcy
-------------------------------------------------------------
A spokesperson at General Motors Corp.'s German unit, Opel, said
that the company could survive even if its parent goes bankrupt,
Agence France-Presse reports.

According to AFP, the spokesperson said that GM's bankruptcy
"would not have immediate consequences for Opel," as the unit "has
enough liquidity."  German daily Bild-Zeitung relates that Opel
had enough cash to continue operating on its own for the next four
months.  The new Insignia model had also sold well and Opel had
received 85,000 orders for the car, AFP states, citing the
spokesperson.  AFP relates that the model was voted European car
of the year for 2009.  Opel, according to the report, has also
benefited from a government program designed to increase demand
for cars by offering a bonus for people substituting their cars
for newer, more environmentally friendly models.

Citing Opel's works committee chief Klaus Franz, AFP states that
the company has "enough time to create an Opel-Europe," which
would be more independent from GM.  The Opel spokesperson said
that the French and German markets were now better than they were
earlier in the crisis, but demand was still down in Spain and
Russia demand was still down, AFP reports.

AFP relates that Abu Dhabi's royal family said that it is
interested in acquiring Opel.

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: Time Running Out for Out-of-Court Restructuring
---------------------------------------------------------------
The Wall Street Journal reported that General Motors Corp.'s
interim chairman Kent Kresa said April 14 that "time is running
out" for the Company to restructure its debt before key deadlines
set by the federal government in order to avoid bankruptcy,

"The time is very, very, short," Mr. Kresa said in an interview,
according to WSJ.

Mr. Kresa replaced Chairman and CEO Rick Wagoner after the latter
stepped down last month at the request of President Barack Obama.

A deadline looms on April 17 by which GM must launch a debt-for-
equity swap with bondholders.  Mr. Kresa described the goals
facing the company as "very difficult" and said the probabilities
are decreasing" that GM will stay out of bankruptcy, the newspaper
reported.

The prospect of General Motors avoiding bankruptcy is becoming
"less likely," which may be starting to cause bondholders to
pursue separate bankruptcy strategies, Reuters' Walden Siew
reports, citing two sources close to government talks.

Reuters pointed out that at least one large bondholder is
preparing for potential bankruptcy by reviewing which courts may
be most favorable to bondholders, and has ruled out the Eastern
District of Michigan as too beneficial to the Union Auto Workers.

                UAW To Trump Other Unsec. Creditors

A United Auto Workers union retiree health-care fund will probably
get preferential treatment over other unsecured claims in a
General Motors Corp. bankruptcy or restructuring, Bloomberg News'
Jeff Green and Caroline Salas reported, citing people familiar
with the plans.

Richard Hahn, co-chair of the bankruptcy practice at Debevoise &
Plimpton LLP, a New York law firm, who is not involved in the GM
negotiations, according to Bloomberg said that the U.S. bankruptcy
code allows for workers to get preference over bondholders. He
added saying, Section 1114 of the bankruptcy code requires that a
debtor "timely pay" all "retiree benefits" unless the bankruptcy
court orders otherwise or the authorized representative of the
recipients of those benefits agrees to other treatment.

Moreover, Bloomberg says the Detroit automaker needs a cooperative
union to build its cars and trucks once the automaker is
restructured and that gives workers more leverage than other
claimants, the people said, who asked not to be named because
plans aren't set. GM is seeking the cuts to keep $13.4 billion in
U.S. loans and win more aid as it restructures.

"The bondholders are getting excoriated in the press as the evil
people that are holding up the process," said Evan Flaschen, chair
of the financial restructuring group at Bracewell & Giuliani LLP
in New York, who isn't involved in the case. "It's easy to cast
them in a bad light versus the employees you need to run the
business going forward."

Bloomberg points out that at stake is the future of $20.4 billion
in health-care obligations for about 522,000 GM workers, retirees
and their dependants and $27.5 billion in unsecured claims from
thousands of bondholders ranging from individuals to large
institutional investors including university endowments, insurance
and pension funds.

                     Structured Bankruptcy

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

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

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

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

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

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

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

                       About General Motors

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

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: Retirees to Ask Auto Task Force to Keep Benefits
----------------------------------------------------------------
Alex P. Kellogg and Sharon Terlep at The Wall Street Journal
report that representatives of more than 200,000 salaried retirees
from General Motors Corp., Chrysler LLC, Ford Motor Co., and
Delphi Corp. this week will seek a meeting with the auto task
force in hopes of preserving their benefits and pensions.

WSJ states that salaried retirees are among the most vulnerable
groups in restructurings and bankruptcies as they aren't
represented by unions and firms can cut their retirement packages.
WSJ notes that salaried retirees aren't locked into labor
contracts requiring protracted negotiations and instead, their
contracts often include clauses that allowed benefits to be cut.
WSJ quoted Dennis Black, interim chairperson at Delphi Salaried
Retirees Association as saying, "We're the people who invented the
stuff, built the stuff, designed the stuff.  But we're not
represented."

WSJ relates that salaried retiree groups have asked to meet with
the auto task force but haven't yet been granted a meeting.  The
groups, says WSJ, formally joined forces in March to make sure
their concerns are heard.

According to WSJ, retirees at GM and Chrysler fear losing many
benefits in the government-led reorganization of the two firms.
WSJ relates that Delphi, which has been stuck in bankruptcy
protection for more than three years, cut in March the health-care
benefits of its salaried retirees.  WSJ quoted National Chrysler
Retirement Organization spokesperson Michael Kane as saying, "We
do have a vision of what happens . . . because Delphi has gone
through it.  So we're not just raising our arms saying 'we're
frightened.' "

The retirees' representatives said that the group will discuss
ways of protecting their retirement packages in a conference call
on April 17, 2009, WSJ relates.

WSJ reports that GM has increased over the years the share that
retirees must pay for their health care and, starting this year,
the Company took out medical coverage for retirees and dependents
older than 65, who are eligible for Medicare.  GM, says WSJ, gives
these retirees a "medical expense credit" to help offset
additional costs.  WSJ notes that the white-collar retirees
typically pay a larger share of their medical benefits than their
hourly counterparts.

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: Gov't Urges Firm to Consider Shedding GMC Brand
---------------------------------------------------------------
The U.S. government has asked General Motors Corp. to consider
getting rid of its GMC brand, Sharon Terlep and Kevin Helliker at
The Wall Street Journal report, citing people familiar with the
matter.

The auto task force, according to WSJ, has questioned whether it
makes sense to keep GMC -- comprised mostly of pickup trucks and
sport-utility vehicles -- when GM sells the same trucks and SUVs
under the Chevrolet label.  WSJ states that GMC was expected to
remain part of GM even after the Company shrunk.  WSJ relates that
GM and the task force are discussing GMC's future this week.

The strategy for GMC, which involves combining Buick, Pontiac and
GMC into a single sales network while maintaining the three
brands, remains unchanged, WSJ says, citing GM spokesperson Tom
Wilkinson.

Bloomberg News states that GM was considering cutting GMC along
with the much smaller Pontiac brand.  WSJ notes that GMC sales,
which accounts for 12% of GM's sales, dropped 25% in 2008.

WSJ quoted Craig Martin, general manager and part owner of Randy
Kernow Buick-Pontiac-GMC in Kansas City, as saying, "If all you
look at is the math, why do you need GMC?  There's enough Chevy
dealers to cover the whole country in truck sales."  According to
WSJ, Mr. Martin said that shuttering GMC would be devastating to
dealers.  "Take GMC away, and there goes our trucks....  There are
many GMC drivers who would never buy a Chevrolet," the quoted Mr.
Martin as saying.  The report states that GMC vehicles also tend
to deliver higher profit margins.

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.


G.I. JOE'S: Gordon Bros. & Crystal Capital to Buy Unit for $61MM
----------------------------------------------------------------
Nicole Formosa at Bicycle Retailer and Industry News reports that
a joint venture between Gordon Brothers Retail Partners, LLC, and
Crystal Capital Fund Management won the auction of G.I. Joe's
Holding Corp.'s Pacific Northwest chain, Joe's Outdoor and More,
with a $61 million bid.

According to Bicycle Retailer, the offer is about 49.05% of the
retail value of the merchandise.  Court documents say that Gordon
Brothers and Crystal Capital will start selling the sporting good
chain's assets -- inventory, furniture, fixtures, equipment, and
leasehold interests.  Bicycle Retailer says that Joe's Outdoor
owes almost $400,000 each to Diamondback/Raleigh, Easton Sports,
and Dakine, and almost $300,000 to Smith Optics.  Bicycle Retailer
relates that the Company also owed less than $100,000 to Seattle
Bike Supply and Currie Technologies.

The auction was held on April 7, where three bidders emerged,
Bicycle Retailer says.

The unsecured creditors' committee will be meeting on May 14,
Bicycle Retailer reports.

Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation
-- http://www.joessports.com-- owns and operates retail stores
selling sports apparel, and camping equipment and accessories.
G.I Joe has more than 30 locations in Idaho, Oregon, and
Washington.  The G.I. Joe's Holding Corporation and G.I. Joe's
Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D.
Del. Case Nos. 09-10713 and 09-10714).  The Debtors proposed
Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, as their
Delaware counsel and Patrick J. O'Malley, at Development
Specialist Inc., chief restructuring officer.  When the Debtors
filed for protection from their creditors, they listed assets and
debts between $100 million and $500 million.


GMAC LLC: Fitch Downgrades Ratings on Various Notes
---------------------------------------------------
Fitch Ratings has downgraded certain classes of notes from each of
Chrysler Financial LLC, GMAC LLC, and Ford Motor Credit Company
related dealer floorplan asset-backed securities.  Each class of
notes remains on Rating Watch Negative.

Additionally, given the depth and breadth of challenges faced by
domestic auto manufacturers and their dealer networks by
extension, Fitch will not consider rating new transactions until
it can provide more definitive guidance on how corporate risk and
the impact of system wide deterioration are fully incorporated
into its rating methodology and process for these related
transactions.

The rating actions reflect the significant financial challenges
impacting Chrysler LLC (Fitch Issuer Default Rating of 'C'),
General Motors Corp. ('C' IDR) and Ford Motor Company ('CCC' IDR),
their related finance companies and respective franchised dealer
networks.  Severely depressed March new vehicle sales levels along
with recent U.S. government announcements, including the rejection
of General Motor's and Chrysler's submitted viability plans and
increased potential for one or more of the domestic auto
manufacturers to file for bankruptcy, with or without additional
government funding, continues to create a great deal of
uncertainty regarding the near-term prospects for each of the
companies.

As stated in Fitch's Feb. 6, 2009 press release, this
unprecedented set of events affecting the domestic auto industry
creates a risk profile that is outside that currently contemplated
in Fitch's existing criteria for rating DFP ABS.  Specifically,
the existing criteria and stress case scenarios are limited to the
assumption that an individual auto manufacturer files for an
orderly Chapter 11 bankruptcy, the result of which is a
reorganization of the company and continued operations, and
attempts to model the impact to that issuer's outstanding
transactions.  Currently, given the overall economic climate,
ongoing disruptions in the credit and capital markets and all
three domestic auto manufacturers facing financial difficulties
simultaneously, the potential for a large number of franchised
dealers to experience financial difficulty or bankruptcy over a
short time frame, necessitating the liquidation of a large number
of vehicles in an already depressed consumer demand environment,
could impact key performance variables including monthly payment
rates, dealer defaults and loss severity beyond those utilized in
assigning the original ratings.

The revised ratings of FMCC and GMAC issued DFP ABS also reflect
Fitch's opinion that with Ford Motor Company's and General Motors
Corp.'s greater scale and relevance to U.S. manufacturing
capabilities, there is a higher likelihood of some base level of
government support which would allow for continued operation of
the manufacturers.  If this is the scenario that unfolds, current
enhancement levels in each of their related DFP ABS provide a
strong degree of protection for their respective DFP ABS
issuances.  Additionally, the affirmation of FCFMOT series 2006-3
class A notes and class B notes at 'AAA' on Rating Watch Negative
and 'A' on Rating Watch Negative, respectively, reflect their
upcoming June 2009 expected final payment date and Fitch's opinion
that Ford's financial condition and the transactions performance
metrics will remain within expectations during the next two
months.  Fitch has distinguished CF's DFP ABS ratings to recognize
the view of heightened risk of a Chrysler LLC bankruptcy and
liquidation scenario and the pressure that would create on the
dealer network and vehicle values.

Fitch has decided to refrain from rating new DFP ABS transactions
from any of the three domestic issuers until it has better
addressed the high level of variance and uncertainty in
determining stress case assumptions for key performance variables
for these issuers, particularly at the 'AAA' level.

Key to determining the basis for updated thresholds to address the
multitude of risks that have developed will be clarity in outcomes
for government aid and potential financial and operating
restructurings for Chrysler, GM and Ford.  In addition, it will be
important to assess the near-term outlook for the domestic auto
industry as a whole as well as the financial and operating
prospects for each of the individual auto manufacturers.  Without
a clear assessment of the near-term outlook, there exists a great
deal of potential variance to cashflows and default and severity
assumptions for dealer floorplan loans supporting each of these
DFP ABS.

Fitch envisions future Fitch rated new DFP ABS issuances from
captive finance companies, whether auto related or not, where
significant manufacturer concentrations are present, will likely
be limited to manufacturers who maintain at minimum a 'B' IDR
rating level.  In addition, Fitch will attempt to establish stress
case scenarios that address corporate risk and the system wide
deterioration currently impacting the domestic auto industry to
ensure any future 'AAA' ratings have addressed these risks
sufficiently.

The classes listed below are fixed and floating rate notes issued
by CF (MCFOT), FMCC (FCFMOT) and GMAC (SWIFT and SMART) secured by
loans made by each company to franchised vehicle dealerships to
support their purchase and flooring of vehicles manufactured by
the related manufacturer. The rating actions affect approximately
$11.3 billion in outstanding DF ABS rated by Fitch.

Master Chrysler Financial Owner Trust (MCFOT) (f.k.a
DaimlerChrysler Master Owner Trust)

  -- Series 2006-A term notes downgraded to 'A' from 'AAA'.

Ford Credit Floorplan Master Owner Trust A (FCFMOT)

  -- Series 2006-3 class A notes remain at 'AAA';
  -- Series 2006-3 class B notes remain at 'A';
  -- Series 2006-4 class A notes downgraded to 'AA' from 'AAA';
  -- Series 2006-4 class B notes downgraded to 'BBB' from 'A'.

Superior Wholesale Inventory Financing Trust (SWIFT X)

  -- Series 2004-A class A notes downgraded to 'AA' from 'AAA';
  -- Series 2004-A class B notes downgraded to 'BBB' from 'A';
  -- Series 2004-A class C notes downgraded to 'BB' from 'BBB';

Superior Wholesale Inventory Financing Trust (SWIFT XI)

  -- Series 2005-A class A notes downgraded to 'AA' from 'AAA';
  -- Series 2005-A class B notes downgraded to 'BBB' from 'A;
  -- Series 2005-A class C notes downgraded to 'BB' from 'BBB+';
  -- Series 2005-A class D notes downgraded to 'B' from 'BB+';

Superior Wholesale Inventory Financing Trust (SWIFT 2007-AE-1)

  -- Class A notes downgraded to 'AA' from 'AAA';
  -- Class B notes downgraded to 'BBB' from 'A+';
  -- Class C notes downgraded to 'BB' from 'BBB+';
  -- Class D notes downgraded to 'B' from 'BB+'.

SWIFT Master Auto Receivables Trust (SMART)

  -- Series 2007-2 class A notes downgraded to 'AA' from 'AAA';
  -- Series 2007-2 class B notes downgraded to 'BBB' from 'A+';
  -- Series 2007-2 class C notes downgraded to 'BB' from 'BBB+';
  -- Series 2007-2 class D notes downgraded to 'B' from 'BB+';

All transactions remain on Rating Watch Negative.


GOTTSCHALKS INC: Stops Twice-Monthly Pension Payments to Retirees
-----------------------------------------------------------------
Tim Sheehan at The Fresno Bee reports that Gottschalks Inc. has
sent letters to its retirees, telling them that their twice-
monthly pension payments would stop.

According to The Fresno Bee, the retirees would have to join
Gottschalks' other creditors seeking for payment in the bankruptcy
court.  "I guess we're at the end of the line," the report quoted
83-year-old Guy Mathys, who retired as Gottschalks' merchandise
manager for home furnishings after 26 years with the Company, as
saying.  Mr. Mathys, The Fresno Bee states, said that after two
days of the bankruptcy filing in January, "they sent a letter that
our retirement was unsecured and was going to stop as of that
date.  They gave us some information about filing a claim with the
bankruptcy court....  It's very disappointing, and I believe
there's only a small chance that I'll get part of something" from
the bankruptcy process.

Citing former Gottschalk CEO Joe Levy, The Fresno Bee relates that
the benefit was created back when Gottschalks had only one store
and only a few senior-level managers.  According to the report,
Mr. Levy said, "It was a program where you had to be in management
and had to have 20 or 25 years with the company, and we only had
about five people who qualified for it."

The Fresno Bee states that former Gottschalks Chief Financial
Officer Daniel Warzenski, who lost his job this month, wasn't
aware of the program's existence.  Citing Mr. Levy, the report
says that Gottschalks' limited retirement program was so small
"that the accountants said it didn't have to be funded"
separately.

Jeff Pomerantz, a retail bankruptcy specialist with the Los
Angeles law firm Pachulski Stang Ziehl & Jones, said that many
larger pension programs are protected by the federal Pension
Benefit Guaranty Corp., which steps in to take over covered plans
that are in distress, but some are subject to termination when a
firm files for bankruptcy, The Fresno Bee relates.

According to The Fresno Bee, the other three remaining retirement
beneficiaries, listed among more than 500 pages of creditors in
Gottschalks' bankruptcy documents, include:

     -- 86-year-old Jack Moody, who spent 31 years with the
        Company before retiring in 1989 as the vice president of
        marketing; and

     -- 88-year-old Lillian Holdsworth and 66-year-old Nancy
        Robertson, widows of former Gottschalks managers Charles
        Holdsworth and F.G. Robertson.

The Fresno Bee reports that the inventory, equipment, and fixtures
from Gottschalks' 58 stores are being sold in going-out-of-
business sales, and most of the Company's leases and owned
property will be auctioned in May.  The sales, says the report,
will raise money to pay off Gottschalks' estimated $211 million in
liabilities.

                      About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., will serve as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts as of January 3, 2009.


HARRAH'S ENTERTAINMENT: S&P Cuts Corporate Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Harrah's Entertainment Inc. and its
wholly owned subsidiary, Harrah's Operating Co. Inc., to 'SD' from
'CC'.  S&P also lowered its issue-level rating on each of HOC's
and Caesars Entertainment Inc.'s senior secured second-priority,
senior unsecured, and subordinated debt issues to 'D' from 'C'.

In addition, S&P revised its recovery rating on HOC's existing
second-priority notes to '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for lenders in the event of a
payment default, from '5'.  The revised recovery rating reflects
the substantial increase in second-priority debt following the
issuance of approximately
$3.65 billion of new second-lien notes.

Finally, S&P affirmed its issue-level rating on HOC's first-lien
senior secured credit facilities at 'B-', and removed it from
CreditWatch, where it was placed with negative implications March
6, 2009.  The recovery rating on these loans remains at '1',
indicating S&P's expectation of very high (90% to 100%) recovery
in the event of a payment default.

These rating actions follow the settlement of the company's below-
par debt tender offer, which Standard & Poor's Ratings Services
views as being tantamount to default given the distressed
financial condition of the company.

"We will continue to rate HET and HOC, and expect to raise the
corporate credit rating to 'CCC' with a negative outlook later
this week," said Standard & Poor's credit analyst Ben Bubeck.  "At
that point, S&P would also raise its issue-level rating on each of
HOC's existing senior secured second-priority, senior unsecured,
and subordinated debt issues to 'CC' (two notches lower than the
expected 'CCC' corporate credit rating) from 'D'.  The recovery
rating on these securities will remain at '6'."


HARRAH'S OPERATING: Tender Offer Cues S&P's Rating Cut to 'SD'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Las Vegas-based Harrah's Entertainment Inc. and its
wholly owned subsidiary, Harrah's Operating Co. Inc., to 'SD' from
'CC'.  S&P also lowered its issue-level rating on each of HOC's
and Caesars Entertainment Inc.'s senior secured second-priority,
senior unsecured, and subordinated debt issues to 'D' from 'C'.

In addition, S&P revised its recovery rating on HOC's existing
second-priority notes to '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for lenders in the event of a
payment default, from '5'.  The revised recovery rating reflects
the substantial increase in second-priority debt following the
issuance of approximately $3.65 billion of new second-lien notes.

Finally, S&P affirmed its issue-level rating on HOC's first-lien
senior secured credit facilities at 'B-', and removed it from
CreditWatch, where it was placed with negative implications March
6, 2009.  The recovery rating on these loans remains at '1',
indicating S&P's expectation of very high (90% to 100%) recovery
in the event of a payment default.

These rating actions follow the settlement of the company's below-
par debt tender offer, which Standard & Poor's Ratings Services
views as being tantamount to default given the distressed
financial condition of the company.

"We will continue to rate HET and HOC, and expect to raise the
corporate credit rating to 'CCC' with a negative outlook later
this week," said Standard & Poor's credit analyst Ben Bubeck.  "At
that point, S&P would also raise its issue-level rating on each of
HOC's existing senior secured second-priority, senior unsecured,
and subordinated debt issues to 'CC' (two notches lower than the
expected 'CCC' corporate credit rating) from 'D'.  The recovery
rating on these securities will remain at '6'."


HB TEXAS: Schedules $44MM in Assets and $61MM in Liabilities
------------------------------------------------------------
HB Texas Development Partners, LP, filed with the U.S. Bankruptcy
Court for the Western District of Texas, its schedules of assets
and liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------            -----------      -----------
  A. Real Property               $44,000,000
  B. Personal Property               $25,551
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $59,482,838
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,920,889
                                  -----------     -----------
           TOTAL                  $44,025,551     $61,403,727

A copy of the Schedules of Assets and Liabilities is available at
http://bankrupt.com/misc/HBTexas.Schedules.pdf

                          About HB Texas

Based in Oyster Bay, New York, HB Texas Development Partners, LP,
a subsidiary of Third Avenue Management in New York City, is the
owner of Skywater Over Horseshoe Bay, a residential real estate
development consisting of approximately 1,200 residential lots
surrounding a partially developed Jack Niclaus Signature Golf
Course, located between State Highway 71 and Ranch Road 2147, near
and just south of Horseshoe Bay, Texas.

On February 27, 2009, petitioning creditors Holt Texas Limited dba
Holt CAT, Progeny Golf Course Construction Co., Ri-Con
Construction, Inc., Nelson Lewis Inc., Pipeline of Texas, Inc.,
Holt Engineering, Inc., and Bury + Partners - S.A. Inc. filed with
the U.S. Bankruptcy Court for the Western District of Texas an
involuntary petition under Chapter 7 of the Bankruptcy Code
against HB Texas Development Partners, L.P. In their amended
petition dated February 27, 2009, the petitioning creditors listed
total claims of $4,689,171.

On March 25, 2009, the Court granted the Debtor's motion to
convert its Chapter 7 case to Chapter 11 (Bankr. W.D. Tex.
Case No. 09-10480).  Robert A. Simon, Esq., at Barlow Garsek &
Simon, LLP, represents the Debtor as counsel.  In its schedules,
the Debtor listed total assets of $44,025,551 and total debts of
$61,403,727.


HB TEXAS: To Sell Interest in Residential Development at Auction
----------------------------------------------------------------
HB Texas Development Partners, LP, will auction its interest in
Skywater Over Horsehoe Bay, a golf course and residential
development near Horsehoe Bay In Llano County and Burnet County,
Texas, to the highest bidder for cash or cash equivalent, at an
auction on May 15, 2009, at 10:00 a.m.  The auction will be held
at the law offices of Barlow Garsek & Simon, LLP, 3815 Lisbon
Street, Fort Worth, Texas 76107.

Skywater Over Horseshoe Bay is a residential real estate
development consisting of approximately 1,200 residential lots
surrounding a partially developed Jack Niclaus Signature Golf
Course, located between State Highway 71 and Ranch Road 2147, near
and just south of Horseshoe Bay, Texas.  The development covers
approximately 1,618 acres, of which approximately 1,500 acres
remain.

                          Auction Terms

  Minimum Bid:          $45 million in cash or cash equivalent
                        with no financing contingencies.  First
                        lien debt of approximately $22 million may
                        be assumable, with $12 million deposit.

  Bid Deposit:          $2.5 million, to be submitted with written
                        bid.

  Deadline for
  completion of due
  diligence:            May 10, 2009.

  Sale hearing date:    May 20, 2009.

For information on how to bid, please contact Robert A. Simon at
(817) 731-4500 or rsimon@bgsfirm.com

                          About HB Texas

Based in Oyster Bay, New York, HB Texas Development Partners, LP,
a subsidiary of Third Avenue Management in New York City, is the
owner of Skywater Over Horseshoe Bay, a residential real estate
development consisting of approximately 1,200 residential lots
surrounding a partially developed Jack Niclaus Signature Golf
Course, located between State Highway 71 and Ranch Road 2147, near
and just south of Horseshoe Bay, Texas.

On February 27, 2009, petitioning creditors Holt Texas Limited dba
Holt CAT, Progeny Golf Course Construction Co., Ri-Con
Construction, Inc., Nelson Lewis Inc., Pipeline of Texas, Inc.,
Holt Engineering, Inc., and Bury + Partners - S.A. Inc. filed with
the U.S. Bankruptcy Court for the Western District of Texas an
involuntary petition under Chapter 7 of the Bankruptcy Code
against HB Texas Development Partners, L.P. In their amended
petition dated February 27, 2009, the petitioning creditors listed
total claims of $4,689,171.

On March 25, 2009, the Court granted the Debtor's motion to
convert its Chapter 7 case to Chapter 11 (Bankr. W.D. Tex.
Case No. 09-10480).  Robert A. Simon, Esq., at Barlow Garsek &
Simon, LLP, represents the Debtor as counsel.  In its schedules,
the Debtor listed total assets of $44,025,551 and total debts of
$61,403,727.


HCA INC: Fitch Assigns 'BB/RR1' Rating on $500 Mil. Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB/RR1' to HCA Inc.'s
proposed offering of $500 million in senior secured first lien
notes due 2019.  Fitch currently rates HCA:

  -- Issuer Default Rating 'B';
  -- Secured bank credit facility 'BB/RR1';
  -- Senior unsecured notes 'CCC+/RR6';
  -- Second lien notes 'B+/RR3'.

The Rating Outlook is Stable.  Total rated debt at Dec. 31, 2008,
was approximately $27.0 billion.

Fitch expects the proceeds of the debt offering to be used to
reduce outstanding indebtedness under the company's secured term
loan facilities.  One of Fitch's key concerns regarding the credit
is the large amount of debt maturing between 2010 and 2013,
including approximately $12 billion in secured term loan
borrowings that mature in 2012 and 2013.  Fitch believes the
company will not be able to satisfy all of these maturities with
cash on hand and free cash flow.  In addition, Fitch notes that
market conditions may not be amenable to refinancing large
quantities of bank debt.  Fitch believes the note issuance should
begin to address these concerns by refinancing a portion of the
term loan borrowings, although Fitch expects additional activity
in the future to address these maturities.

HCA's ratings reflect the company's significant leverage and
challenging industry environment, partially offset by improvements
in the company's operations and debt levels.  HCA has reduced
outstanding debt by more than $1.4 billion since its leveraged
buy-out in 2006 while leverage (total debt/EBITDA) has declined to
approximately 5.9 times (x) at Dec. 31, 2008 from 6.6x at Dec. 31,
2006.  In addition, HCA's free cash flow strengthened in 2008 to
approximately $197 million from negative $48 million in 2007.
Fitch expects HCA's credit profile to continue to improve in the
near term primarily as a result of EBITDA expansion.

HCA's operations have continued to improve as the company expects
to report its sixth consecutive quarter of positive same-facility
adjusted admissions growth during the first quarter of 2009.
HCA's first quarter results should also benefit from cost
management efforts, including the results of recent labor force
reductions, and new emergency room coding efforts, which should
result in year-over-year EBITDA growth of 20% or more for the
first quarter.  Fitch believes that HCA's performance might weaken
in the remainder of 2009 as a result of industry challenges,
including potential increases in bad debt expense, but that
results should be supported by several recent planned capacity
additions, cost management efforts and favorable regulatory
developments.


HCA INC: Moody's Assigns 'Ba3' Rating on $500 Mil. Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to HCA Inc.'s
proposed offering of $500 million of first lien senior secured
notes.  Moody's understands that the new notes will rank pari
passu with the company's existing first lien debt.  Moody's also
affirmed the existing ratings of HCA, including the B2 Corporate
Family and Probability of Default Ratings. The outlook for the
ratings is stable.

"Much like the February note issuance, the proposed offering is
not expected to result in a change in the company's leverage but
proactively begins to address a significant maturity of bank debt
scheduled for the 2012 and 2013 time frame," said Dean Diaz, Vice
President -- Senior Credit Officer at Moody's.  Moody's
understands that the proceeds of the notes will be used to prepay
a like amount of first lien bank debt.

HCA's B2 Corporate Family Rating continues to reflect the
significant leverage of the company resulting from the November
2006 leveraged buyout.  The considerable interest cost associated
with the debt results in modest interest coverage metrics and
limited free cash flow.  The rating also reflects the expectation
that HCA's margin performance will continue to be pressured by the
unfavorable trends in bad debt expense and weak volumes that have
been plaguing the industry as a whole.  However, HCA's scale and
market strength should aid in weathering these developments.
Additionally, the company is expected to maintain good liquidity
over the next year.

Moody's rating actions are summarized below.

Ratings assigned:

* $500 million first lien secured notes, Ba3 (LGD3, 32%)

Ratings affirmed:

* $2,000 million ABL Revolver due 2012, Ba2 (LGD2, 12%)

* $2,000 million Revolving Credit Facility due 2012, Ba3 (LGD3,
  32%)

* $2,750 million Term Loan A due 2012, Ba3 (LGD3, 32%)

* $8,800 million Term Loan B due 2013, to Ba3 (LGD3, 32%)

* $1,250 million Euro Term Loan due 2013, Ba3 (LGD2, 23%)

* $1,000 million Second Lien Notes due 2014, B2 (LGD4, 57%)

* $3,200 million Second Lien Notes due 2016, B2 (LGD4, 57%)

* $1,500 million Second Lien PIK Notes due 2016, B2 (LGD4, 57%)

* Senior unsecured notes (various), Caa1 (LGD6, 90%)

* Corporate Family Rating, B2

* Probability of Default Rating, B2

* Speculative Grade Liquidity Rating, SGL-2

Moody's last rating action was on February 11, 2009, when Moody's
assigned a B2 rating to HCA's second lien secured notes offering.

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 166 hospitals and 105
freestanding surgery centers (including eight hospitals and eight
freestanding surgery centers that are accounted for using the
equity method) as of December 31, 2008.  For the year ended
December 31, 2008, the company recognized revenue in excess of
$28 billion.


HCA INC: S&P Assigns 'BB' Rating on $500 Million Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned an issue-
level rating of 'BB' and a recovery rating of '1' to HCA Inc.'s
proposed $500 million senior secured notes due 2019.  All other
ratings are unchanged.  The '1' recovery rating indicates
expectation for very high (90%-100%) recovery of principal in the
event of default.

                           Ratings List

                             HCA Inc.

           Corporate Credit Rating        B+/Stable/--

                            New Rating

                             HCA Inc.

                 Senior Secured
                 $500 mil. notes due 2019      BB
                 Recovery Rating               1


HEADWATERS INC: Private Pacts Won't Affect S&P's 'B' Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Headwaters Inc. (B/Negative/B-3) are unchanged by the
company's announcement that it had entered into privately-
negotiated agreements with certain holders of its notes.
Headwaters exchanged a total of $39.1 million of its outstanding
2.5% convertible subordinated notes due 2014 for about $27.4
million of new 14.75% convertible subordinated notes due 2014.

S&P does not consider these exchanges to be distressed because, in
S&P's view, the value of the new offer is very close to the value
of the original notes.  Although the holders received new notes at
a lower principal amount than that of the notes they exchanged,
the maturity date is the same, the interest rate on the new notes
is substantially higher, and the common stock conversion price for
the new notes is lower ($20.63 per share compared with $29.48).
As a result, S&P does not believe there was any discernable
shortfall in the exchange.


INCENTRA SOLUTIONS: Completes Asset Sale to Senior Lender
---------------------------------------------------------
Incentra, LLC, has commenced operations upon completion of the
acquisition of substantially all of Incentra Solutions, Inc.'s
assets and subsidiaries in a Section 363 sale in the U.S.
Bankruptcy Court for the District of Delaware.  Incentra, LLC, is
a privately owned entity with the headquarters remaining in
Boulder.  It will operate throughout the United States and Western
Europe.  As part of the asset purchase, Incentra, LLC, acquired
all of the Debtor's service delivery assets including the 24x7
network operations center and the GridWorks Operations Support
System software to enable uninterrupted service delivery to its
managed services customers.

As of the closing of the asset purchase, Incentra, LLC, extended
employment offers to all of the Debtor's employees.  With the
hiring of the Debtor's employees comes the ability and
responsibility to continue to deliver on all of the outstanding
professional services and consulting engagements signed prior to
and during the bankruptcy.  The Company stated the transition from
the old to the new Company is seamless and there is absolutely no
reason for customers to experience any delays or degradations in
services delivered.

"The employees are the life blood of the Company and without them
we would not have been able to bring the bankruptcy process to
closure so quickly.  Our employees really stepped up during this
process to ensure the Company continued to deliver the
technologies and services our customers depend on," Incentra CEO
Tom Sweeney said.

Incentra, LLC, has obtained authorizations from its partners and
manufacturers allowing the Company to represent and sell all of
the technologies its customers require.  Orders placed prior to
the asset purchase will be completed without delay and customers
will see no impact from the change in ownership.

Incentra Chief Operating Officer and President Shawn O'Grady
stated, "Our partners really supported us during this period and
helped us to not only close a significant amount of business
during the first quarter, but also position the new company for
continued success throughout 2009.  Our pipeline shows the second
quarter and beyond are going to be well above the last two
quarters in terms of total spend by customers for technologies and
services."

Incentra, LLC, as part of its purchase price for the Debtor's
assets, agreed to assume the debt of the Debtor owing to its
senior lenders and has successfully negotiated a significant
restructuring of this debt, including modification of the prior
revolving credit facility to provide additional credit capacity
and liquidity to manage working capital needs.  The restructuring
significantly improves the Company's balance sheet.  The Company
has also reduced its operating expense base and has substantial
working capital available.

                        About Incentra, LLC

Incentra, LLC -- http://www.incentra.com-- provides Technology,
Consulting and Outsourcing services providing complete IT
solutions to enterprise companies and managed service providers
throughout North America and Europe.  These services are
customized to help individual clients realize the full impact of
their IT investments.  By leveraging relationships with almost 100
manufacturers, Incentra's experts deliver a unique combination of
Consulting, Technology, and Outsourcing that maximize results for
every infrastructure project.

                     About Incentra Solutions

Headquartered in Boulder, Colorado, Incentra Solutions Inc. --
http://www.incentra.com-- provide information technology
services.  The company and seven of its affiliates filed for
Chapter 11 protection on February 4, 2009 (Bankr. D. Del. Lead
Case No. 09-10370).  Bruce Grohsgal, Esq., at Pachulski, Stang,
Ziehl Young & Jones, represents the Debtors in their restructuring
efforts.  Epiq Bankruptcy Solutions LLC serves as the Debtors'
claims agent.  Roberta A. DeAngelis, United States Trustee for
Region 3, appointed five creditors to serve on an Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, the listed $92,494,615 in total
assets and $80,301,104 in total debt.


ION MEDIA: In Talks With Lenders for $2.7-Bil. Debt-to-Equity Swap
------------------------------------------------------------------
Steve McCellan at Adweek reports that ION Media Networks Inc. said
that it has started negotiations with an increasing group of
lenders on swapping its debt for stakes in the Company.

According to Adweek, ION Media hopes to exchange an estimated
$2.7 billion in long-term debt with equity stakes.  Adweek quoted
ION Media chairperson and CEO Brandon Burgess as saying, "Our
board, management and advisors are focused on the benefits of
reducing the Company's legacy debt structure and funding its long-
term growth potential.  We are encouraged by the receptivity and
support from key stakeholders to the idea of restoring our balance
sheet to maximize the potential of our unique nationwide TV
network and spectrum assets."

The lenders so far have "expressed support" for ION Media's
proposals to cut its debt load, "and for management's vision and
operational direction, including continuation of the Company's
programming, digital and mobile strategies," Adweek states, citing
the Debtor.

ION Media, Adweek relates, said that it hired law firm Kirkland &
Ellis and financial advisor Moelis & Co. to advise the Company on
a possible bankruptcy.

                         About Ion Media

Headquartered in West Palm Beach, Florida, ION Media Networks Inc.
(AMEX: ION) -- http://www.ionmedia.tv/-- owns and operates a
broadcast television station group and ION Television, reaching
over 90 million U.S. television households via its nationwide
broadcast television, cable and satellite distribution systems.
ION Television currently features popular television series and
movies from the award-winning libraries of Warner Bros., Sony
Pictures Television, CBS Television and NBC Universal.  In
addition, the network has partnered with RHI Entertainment, which
owns over 4,000 hours of acclaimed television content, to provide
high-quality primetime programming beginning July 2007.

ION Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

                           *     *     *

As reported by the Troubled Company Reporter on May 6, 2008,
Standard & Poor's Ratings Services assigned recovery ratings to
ION Media Networks Inc.'s (CCC+/Negative/--) $400 million floating
rate first priority secured notes due 2012 and $405 million
floating rate second priority secured notes due 2013.

According to the TCR on November 14, 2008, Moody's Investors
Service downgraded ION Media Networks Inc.'s Corporate Family
Rating to Caa3 from Caa1 and its Probability of Default rating to
Ca from Caa1.  Associated instrument ratings Moody's were also
lowered.  Moody's said that the rating outlook is negative.


ISTAR FINANCIAL: Fitch Puts 'B-' Issuer Rating on Negative Watch
----------------------------------------------------------------
Fitch Ratings has placed the Issuer Default Rating and outstanding
securities ratings of iStar Financial Inc. on Rating Watch
Negative.  Fitch's current ratings are:

  -- IDR 'B-'; Rating Watch Negative;

  -- Unsecured revolving credit facilities 'B-/RR4'; Rating Watch
     Negative;

  -- Senior unsecured notes 'B-/RR4'; Rating Watch Negative;

  -- Convertible senior floating-rate notes 'B-/RR4'; Rating Watch
     Negative;

  -- Preferred stock 'CC/RR6'; Rating Watch Negative.

The rating action is based on iStar's announcement on April 9,
2009, of private exchange offers and a cash tender offer for its
outstanding unsecured debt securities.  Assuming the maximum
amount of $1 billion of new second-lien senior secured notes are
issued and unsecured bonds maturing in early 2010 are exchanged,
the exchange offers will improve iStar's near-term liquidity
profile by extending the maturity of certain bonds scheduled to
mature in early 2010 to early 2011 while also reducing the
principal amount by 15%.

Offsetting this improved liquidity profile is the increased
structural subordination borne by non-exchanging bondholders and
the weaker quality of the unencumbered asset pool supporting
unsecured bondholders in the event of default.  Proforma for
iStar's entry into its recently announced $3.65 billion secured
credit facilities and assuming
$1 billion of new second-lien senior secured notes are issued in
connection with the exchange offer, Fitch calculates that the sum
of non-performing loans and watch list loans would represent 49%
of total unencumbered assets, up from 31% as of Dec. 31, 2008.

Bondholders that exchange their senior unsecured notes for new
second-lien notes will experience a material reduction in terms by
receiving between 50%-85% of par.  However, Fitch does not believe
that the exchange is coercive or de facto involuntary, as there is
not a high probability of bankruptcy or insolvency of iStar in the
near term absent the exchange.

The Rating Watch Negative for iStar's IDR reflects Fitch's
concerns that the challenging conditions in the commercial real
estate debt capital markets will continue to limit the ability for
iStar's borrowers to repay their loans on a timely basis, thus
weakening iStar's liquidity position.  The Rating Watch will be
resolved pending review of the company's first quarter 2009
financial and portfolio performance and review of the results of
iStar's exchange offers and tender offer.

The Rating Watch Negative for iStar's rated securities reflects
Fitch's concerns that the exchange offers will weaken the recovery
prospects of such securities in the event of default.  The Rating
Watch will be resolved pending review of the results of the
company's exchange offers.

Headquartered in New York City, iStar provides structured
financing and corporate leasing of commercial real estate
nationwide.  iStar leverages its expertise in real estate, capital
markets, and corporate finance to serve real estate investors and
corporations with sophisticated financing requirements.  As of
Dec. 31, 2008, iStar had $15.8 billion of undepreciated assets and
$2.9 billion of undepreciated book equity.


JANE & COMPANY: Wants 15 More Days for Schedules and SOFA Filing
----------------------------------------------------------------
Jane & Company, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend for an
additional 15 days the period to file their schedules of assets
and liabilities and statements of financial affairs.

The Debtors submit that they won't be able to complete the
schedules and statements within the 15-day deadline due to the
nature of their businesses and the limited staff available to
perform the required internal review of their businesses and
affairs.

Headquartered in Baltimore, Maryland, Jane & Company, Inc., sells
hair and skin care products and accessories.  The Company and
certain affiliates filed for separate 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
Debtors in their restructuring efforts.  Jane & Co's assets and
debts range from $10 million to $50 million.


JANE & COMPANY: Gets Interim Approval to Access $1-Mil. Revolver
----------------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware authorized Jane & Company LLC to obtain,
on an interim basis, $1.1 million in revolving loans under a
debtor-in-possession financing agreement with CIT Group/Commercial
Services Inc.

The Debtor has until April 30, 2009, to access the lender's
facility.

The Debtor tells the Court that it owe $4.1 million in revolving
loans -- together with interest accrued, fees, costs, expenses,
and other charges accrued -- to CIT Group under the existing loan
agreement as of April 1, 2009.

Proceeds of the facility will be used for general operating,
working capital and other business purposes.  According to the
Debtor, access to the facility will enable it to maintain their
business as a going concern, pay employees, pursue the proposed
sale of substantially all of their assets at an auction.

The principal terms of the DIP facility are:

Borrower:                 Jane & Company LLC

Guarantor:                Jane & Company Inc.

Lender:                   The CIT Group/Commercial Services, Inc.

Revolving Credit Limit:   $5,100,000

Interest Rate:            the Base Rate plus 4.0% per annum.  Upon
                          the occurrence of an event of default,
                          all obligations may, at the election of
                          CIT Group, bear interest at a rate equal
                          to 2.0% per annum greater than the
                          applicable interest rate.

Term:                     The earlier to occur of (a) the date of
                          entry of an order confirming a plan of
                          reorganization, or (b) June 1, 2009.


The lender is granted superpriorty administrative expense claims
to secure the Debtor's debt obligation.

The DIP facility contains appropriate events of default.

A hearing is set for April 23, 2009, at 5:00 p.m., to consider
final approval of the Debtor's request.  Objections, if any, are
due April 21, 2009.

A full-text copy of the Debtor's debtor-in-possession financing
agreement is available for free at:

               http://ResearchArchives.com/t/s?3b84

A full-text copy of the Debtor's DIP budget is available for free
at:

               http://ResearchArchives.com/t/s?3b83

Headquartered in Baltimore, Maryland, Jane & Company, Inc., sells
hair and skin care products and accessories.  The Company and
certain affiliates filed for separate 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
Debtors in their restructuring efforts.  Jane & Co's assets and
debts range from $10 million to $50 million.


JBS USA: Fitch Assigns 'B+/RR4' Rating on $400 Mil. Senior Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to JBS S.A.'s
proposed US$400 million senior unsecured notes due 2014 issued
though its wholly owned subsidiary, JBS USA, LLC.  These notes are
guaranteed by JBS USA's domestic subsidiaries (excluding JBS Five
Rivers Cattle Feeding, LLC), by parent JBS USA, Holdings, Inc
(Holdings) and by ultimate parent, JBS.  The JBS guarantee may be
released under certain conditions and key covenants would not
apply if the notes are rated investment grade.  Proceeds from the
notes will be used to repay part of the US$659 million
intercompany debt at Holdings related to the Smithfield's U.S.
beef acquisition.  Fitch also has these ratings on JBS:

  -- Foreign currency Issuer Default Rating 'B+';

  -- Local currency IDR 'B+';

  -- US$275 million outstanding senior notes (due 2011) 'B+/RR4';

  -- US$300 million outstanding senior notes (due 2016) 'B+/RR4';

  -- Long-term National Scale rating of 'BBB+(bra)';

  -- BRL400 million proposed bank credit facility Long-term
     National Scale rating of 'BBB+(bra)'.

The Rating Outlook is Stable.

JBS' ratings are based on the strong and global competitive
position of its businesses, the commodity and cyclical risks
associated with the meat business, and the company's high
financial leverage, resulting from the aggressive growth strategy
of its businesses over the past few years.  The ratings also
incorporate expectations that JBS will maintain its high liquidity
position and that its credit measures will gradually strengthen
due to the acquisition of Tasman and Smithfield Beef during 2008,
which are expected to add at least US$150 million in annual EBITDA
in 2009.  The probable gains in scale, and greater geographic and
product diversification are also expected to provide JBS with
greater stability in its cash generation, and less volatility in
consolidated operating margins.

JBS benefits from its geographic diversification both
domestically, with plants in nine Brazilian states, and
internationally, with plants in the United States, Argentina,
Italy and Australia.  The geographic diversification of its
businesses mitigates risks related to disease, the imposition of
sanitary restrictions by governments, market concentrations, as
well as tariffs or quotas applied regionally by some importing
blocs or countries.  JBS' businesses are exposed to the volatility
of raw material costs, live cattle and local and international
beef prices, the imbalance between supply and demand in the
protein market, and competitive pressures on the part of other
Brazilian or international producers and exporters.

As of Dec. 31, 2008, JBS had cash on hand of BRL2.3 billion
(US$990 million) compared with short-term maturities of BRL2.2
billion (US$957 million). Total debt was BRL5.6 billion (US$2.4
billion). During October 2008, the company paid US$565 million of
cash to acquire Smithfield Beef.  For 2008, JBS' EBITDA was
BRL1.15 billion
(US$625 million).  This figure would have been BRL1.69 billion
(US$923 million), if Smithfield Beef had been consolidated for all
of 2008, resulting in a pro forma net leverage (net debt/EBITDA)
ratio of 2.0 times (x) compared to 3.7x in 2007.

Fitch views favorably the recent announcement by JBS that it has
terminated the acquisition process for National Beef Packing
Company, LLC, as this transaction would have increased the
company's leverage significantly and would have weakened its
liquidity.  The decision by JBS to abandon this acquisition
resulted from its inability to reach satisfactory conditions with
the U.S. Department of Justice, which had filed a suit to block
the transaction due to concerns about the high concentration of
the industry by Tyson, Cargill, and JBS.

JBS is one of the world's largest beef producers, with operations
in Brazil, the United States, Argentina, Australia, and Italy.
The company is the largest producer and exporter of fresh meat and
meat by-products in Brazil, Argentina, and Australia and the third
largest in the U.S.  JBS USA concentrates JBS operations in the
U.S. and Australia, which represent approximately 70% of total
revenues.


JBS USA: Moody's Assigns 'B1' Rating on $400 Mil. Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating, subject to review
of final documentation, to JBS USA, LLC's proposed new $400
million senior unsecured Notes due 2014 to be issued under Rule
144A.  The rating outlook is stable.  The corporate family rating
of ultimate parent JBS S.A. is B1 and its outlook is stable.

Rating assigned:

* New $400 million senior unsecured Notes due 2014 (and co-issued
  by JBS USA Finance, Inc.) to be issued under Rule 144A at B1

The new Notes will be guaranteed by LLC's domestic subsidiaries
(except JBS Five Rivers Cattle Feeding, LLC), by immediate parent
JBS USA, Holdings, Inc. and by ultimate parent JBS S.A. JBS S.A.'s
guarantee can be released under certain conditions.  The B1 rating
on the new LLC Notes assumes that all guarantees of the Notes will
remain in effect.  Key covenants will be suspended during any
period during which the Notes are rated investment grade by both
Moody's and Standard and Poor's.  The proceeds of the Notes will
repay a portion of the
$659 million intercompany debt owed by Holdings to JBS S.A.
related to the acquisition of Smithfield's US beef business,
and/or transaction costs.

JBS S.A. has total management and ownership control of Holdings
and borrower LLC -- including the ability to formulate strategy.
JBS S.A. also guarantees LLC's $400 million unrated 'ABL' expiring
in November 2011 and will guarantee the new Notes.  Post-
transaction, there will still be significant intercompany debt
owed by Holdings to the Brazilian parent.  LLC's ABL and the new
Notes allow for the payment of dividends up to 50% of consolidated
net income as defined, and do not limit the amount of loans that
Holdings or LLC can make to JBS S.A.  The US businesses account
for over 70% of JBS S.A.'s global consolidated operations.  For
these reasons, the B1 corporate family rating of JBS S.A. is the
basis for the rating for the Notes.  The rating of the new Notes
is also at the same level as JBS S.A.'s
$300 million 10.5% senior unsecured notes due 2016, which are
guaranteed by Holdings, by LLC and by Swift Beef.

"The B1 rating on the proposed Notes also reflects improved
margins, cash flow generation and credit metrics under JBS S.A.'s
management and in last year's more benign beef processing
environment," said Elaine Francolino, Vice President- Senior
Credit Officer.

Fiscal 2009 leverage of Holdings and consolidated subsidiaries
including LLC, pro forma for the transaction -- and including
intercompany debt and other adjustments -- is expected to remain
solid for the rating level, given the anticipation of continued
profits in beef and pork due to LLC's strong market positions in
the US and Australia.  LLC is the third largest beef and pork
processor in the United States, and the largest Australian beef
processor.  Product and geographic diversity somewhat soften the
volatility inherent in natural products processors, although the
severe global recession is likely to challenge near term
profitability due to a weaker sales mix.

Moody's most recent rating action for this issuer (then known as
JBS USA, Inc.) on October 29, 2008, withdrew the rating on a new
senior secured term loan when syndication was suspended when the
US Department of Justice challenged the proposed acquisition of
National Beef Packing Company LLC.  The most recent rating action
for ultimate parent JBS S.A. on March 25, 2009, revised the
outlook to stable from negative and affirmed all ratings.

JBS USA, LLC, is one of the world's leading beef and pork
processing companies.  Its largest business segments are domestic
beef processing (70.1% of fiscal 2008 sales, pro forma for a full
year of Smithfield beef), domestic pork processing (16.1%) and
beef operations in Australia (13.8%).  Reported sales for the
fiscal year ended
December 31, 2008, were approximately $12.4 billion.  JBS USA,
LLC, is ultimately wholly owned by JBS S.A., the world's largest
beef producer in terms of slaughter capacity, with consolidated
global revenues of $16.9 billion in fiscal 2008.


JEFFERSON COUNTY: S&P Retains Negative Watch on Warrants' Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services has maintained its CreditWatch
with negative implications on the rating on Jefferson County,
Alabama's general obligation warrants outstanding, except for the
rating on the series 2001B warrants, which was recently lowered to
'D'.  Also remaining on CreditWatch negative is the rating on
Jefferson County Public Building Authority's series 2006 lease-
revenue warrants.  Revenues available for payment of debt service
on the general obligation warrants include ad valorem, sales,
business license and occupational taxes; however, none of these
legally available revenues is specifically pledged for payment of
debt service.  Also, in the event of a bankruptcy filing by the
county, the entire balance of the 2001B warrants could become due
immediately at the request of at least 25% of holders of the
warrants, all of which are being held as bank warrants at this
time.

The rating on Birmingham-Jefferson Civic Center Authority's
special tax bonds series 2002-C and 2005-A special tax bonds; the
ratings on Jefferson County's limited obligation school warrants
outstanding; and the rating on Jefferson County's series 2000
limited-obligation school warrants, issued for the board of
education and secured by lease payments from the Jefferson County
Board of Education to the county also remain on CreditWatch with
negative implications.

"The CreditWatch reflects our opinion of the potential for county
bankruptcy," said Standard & Poor's credit analyst James Breeding.

Standard & Poor's continues to monitor the situation and will
adjust ratings as S&P considers appropriate.

As reported by the Troubled Company Reporter on August 29, 2008,
Standard & Poor's Ratings Services lowered its underlying ratings
(SPURs) on Jefferson County, Alabama's outstanding general
obligation warrants to 'B' from 'BBB'.  In addition, Standard &
Poor's lowered its SPUR on the Jefferson County Public Building
Authority, Alabama's series 2006 lease revenue warrants to 'B-'
from 'BBB-'.  Standard & Poor's also lowered its SPUR on
Birmingham-Jefferson Civic Center Authority, Alabama's special tax
bonds, series 2002-A, 2002-B, 2002-C, and 2005-A special tax bonds
to 'B' from 'A'.  Standard & Poor's also lowered its ratings on
the county's outstanding limited obligation school warrants to
'BBB' from 'A'.  Finally, Standard & Poor's lowered its rating on
the county's series 2000 limited-obligation school debt, issued
for the board of education and secured by lease payments to the
county, to 'B' from 'A-'.


JHCI ACQUISITION: S&P Gives Negative Outlook; Affirms 'B-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on JHCI
Acquisition Inc. to negative from stable.  At the same time, S&P
affirmed its ratings on the company, including the 'B-' long-term
corporate credit rating.

"The outlook revision reflects expected further deterioration in
the transportation segment, which represents approximately 16% of
JHCI's total revenues, as well as weaker-than-expected demand in
the more stable warehousing and logistics businesses," said
Standard & Poor's credit analyst Anita Ogbara.  In addition,
despite modest cash requirements, JHCI's liquidity position is
constrained given lack of access to its $30 million revolving
credit facility.  As of Dec. 31, 2008, the company was not in
compliance with its total leverage covenant; however, it is not
required to comply because there are no borrowings under the
revolving credit facility.

The ratings on JHCI Acquisition Inc. reflect its high debt
leverage, competitive end markets, and the potential for future
debt-financed acquisitions.  Offsetting these risks to some extent
is the stable intermediate-term industry outlook and benefits
accruing from the Des Moines, Iowa-based company's nationwide
presence and diverse service offerings.  JHCI offers various
third-party logistics services, including warehousing (accounting
for a majority of revenues), freight management, packaging and
manufacturing, transportation and brokerage, and staffing.

Liquidity is constrained.  Currently, JHCI has adequate cash on
hand; however, it does not have access to its $30 million
revolving credit facility.  During the third quarter of 2008,
JHCI's equity holders including its financial sponsor, Oak Hill
Capital Partners, invested approximately $40 million in new equity
to complete the acquisition of Dixie Warehouse Services and
improve JHCI's liquidity position.  S&P expects JHCI to generate
modest amounts of free cash flow over the next few quarters, which
it could use to repay debt.

As of Dec. 31, 2008, as a result of weaker-than-expected financial
performance, leverage has increased modestly compared to JHCI's
initial pro forma total debt to EBITDA of more than 7x. (Privately
held JHCI does not release financials publicly.)  In the near
term, the company's acquisitive growth strategy limits the
potential for debt reduction.  Over the longer term, S&P expects
the company to maintain lease-adjusted leverage in the 7x area,
with the actual amount depending on the timing of acquisitions and
new business awards.

Given the continued weakness in freight demand, S&P expects
further deterioration in the more volatile trucking segment to
hamper financial results and put pressure on liquidity.  Should
cash and bank line availability fall below $30 million or if
liquidity is further constrained, S&P could downgrade the ratings
or put the ratings on CreditWatch.  Given the expected weakness in
the economy, an outlook to stable is unlikely at this time.


JOHN BAYLESS: Proposes to Hire Raymond Plaster as Counsel
---------------------------------------------------------
John Owen Bayless, Jr., and its affiliates ask permission from the
U.S. Bankruptcy Court for the Western District of Missouri to
employ the law firm of Raymond I. Plaster, P.C., as his counsel.

The firm has agreed to:

  a) give the Debtors legal advice with respect to the powers and
     duties in the recovery and continued operation of the
     business and management of affairs; and

  b) prepare on behalf of the Debtors all necessary petitions,
     orders, reports and other pleadings and legal papers; and

  c) perform all other legal services for the Debtors which may be
     necessary in connection with the Debtors' proposed plan of
     arrangement in the pending Chapter 11 proceeding.

Raymond I. Plaster, Esq., charges $250 per hour and paralegals at
$75 per hour.  The Debtors have paid the firm a $7,500 retainer.

Mr. Plaster assures the Court that he represents no interest
adverse to Debtors in the matters upon which they are to be
engaged as attorneys for Debtors and their employment would be to
the best interests of this estate.

Springfield, Missoui-based John Owen Bayless, Jr., and Lisa Anne
Bayless dba Bayless Tire & Wheel, Bayless Auto Salvage, Inc.,
Bayless & Watt Land Development, LLC, Bayless Motor Co., Inc., and
Design Build-Lease, LLC filed for Chapter 11 protection on
April 2, 2009 (Bankr. W. D. Mo. Case No. 09-60657).  The Debtor
listed total assets of $11,214,955 and total debts of $7,654,399.


KNIGHT-CELOTEX LLC: Salient Terms of the BofA Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Knight-Celotex, LLC, and its debtor-affiliate to access
cash and cash equivalents securing repayment for Bank of America,
N.A. loan until April 24, 2009.

A final hearing on the Debtors' continued used of the cash
collateral is scheduled for April 23, 2009, at 10:30 a.m.

The Debtors are indebted to BofA, successor by merger to LaSalle
Bank National Association, pursuant to an amended and restated
loan and security agreement dated Feb. 14, 2006.  As of the
petition date, the Debtors owed $34 million, exclusive of accrued
interest, costs, fees and expenses.  BofA asserts that the
prepetition indebtedness is secured by a first priority lien on,
and security interest in, all of the Debtors' assets.

BofA has agreed to the Debtors' use of the cash collateral,
provided that this is used for the sole and limited purpose of
operating, preserving and maintaining its collateral (i.e. the
Debtors' assets).

As adequate protection, the Debtors will grant additional and
replacement liens and security interests in and to all assets and
property of Debtors.  All liens and security interests will be
deemed effective, valid, perfected.

                     About Knight-Celotex, LLC

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

Knight-Celotex and Knight Industries, LLC, filed Chapter 11
petitions on April 6, 2009 (Bankr. N. D. Ill. Case Nos. 09-12219
to 09-12200).  Scott R. Clar, Esq., at Crane Heyman Simon Welch &
Clar represents the Debtor in its restructuring efforts.  Knight-
Celotex listed assets and debts ranging $10 million to
$50 million.


KNIGHT-CELOTEX: Wants to Use BofA Cash Collateral Until April 24
----------------------------------------------------------------
Knight-Celotex LLC asks the United States Bankruptcy Court for the
Northern District of Illinois for authority to access cash
collateral for claims asserted against the Debtor by Bank of
America until April 24, 2009.

Access to cash collateral will allow the Debtor to continue their
business operations and reorganize their financial affairs through
the implementation of a successful plan of reorganization.

The proceeds of the cash collateral will be used to pay insurance,
utilities, postage, rent, new loans, payrolls, purchases of
supplies and material, and other miscellaneous items.  The Debtor
has provided a weekly cash flow projections budget.

The Debtor tell the Court that BofA asserts liens and security
interest in virtually all of its property in order to secured an
indebtedness of about $35 million.  The Debtor attempts to comply
with the terms and conditions of several amendments of lending
relationship with BofA but the terms sought by the bank were
unacceptable to the Debtor.

The Debtor says it has $357,172 in cash; $5.1 million in accounts
receivables; $7.2 million in inventory; and $1.5 million worth of
machinery and equipment.  In addition, real estate in Lisbon,
Falls, Maine, Marrero, Louisiana, Danville, Virginia and Sunbury,
Pennsylvania serve as collateral for BofA's debt.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://ResearchArchives.com/t/s?3b82

                     About Knight-Celotex, LLC

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

Knight-Celotex and Knight Industries, LLC, filed Chapter 11
petitions on April 6, 2009 (Bankr. N. D. Ill. Case Nos. 09-12219
to 09-12200).  Scott R. Clar, Esq., at Crane Heyman Simon Welch &
Clar represents the Debtor in its restructuring efforts.  Knight-
Celotex listed assets and debts ranging $10 million to
$50 million.


KRISPY KREME: Post $4.1MM Net Loss for Year; Loan Terms Amended
---------------------------------------------------------------
Krispy Kreme Doughnuts, Inc., said it has reached an agreement
with lenders on amendments to its credit facilities that should
enable the Company to remain in compliance with the agreements and
continue to provide backup sources of liquidity.

Krispy Kreme on Thursday reported financial results for the fourth
quarter and fiscal year ended February 1, 2009.  Operating income
for the fourth quarter was $1.5 million compared to an operating
loss of $25.2 million in the fourth quarter the previous year.
For the year, operating income was $4.8 million compared to an
operating loss of $42.6 million the previous year.

Krispy Kreme said net loss in the fourth quarter was $303,000
compared to a net loss of $31.8 million in the fourth quarter of
fiscal 2008.  For the year, the net loss was $4.1 million compared
to a loss of $67.1 million last year.

As of February 1, 2009, Krispy Kreme had $194.9 million in total
assets and $137.1 million in total liabilities.

Same store sales at Company-owned stores rose 0.9% in the fourth
quarter and finished down 0.7% for the year, improving over year-
to-date third quarter same store sales.

"We are seeing early signs of progress toward achieving a number
of our strategic goals," said Jim Morgan, Chairman, President and
Chief Executive Officer. "We earned an operating profit for the
fourth quarter and also for the year, our first annual operating
profit since fiscal 2004. We've also made measurable progress in
implementing our initiatives."

Krispy Kreme has engaged a new global marketing firm to assist in
the development of integrated product, promotional and brand-
building efforts for its growing international store operations.

"We finished the year with $39 million of net debt, down $32
million in the past two years, and remain committed to further
reducing our need for borrowed money," Mr. Morgan noted.

"While there is still much work to be done, we continue to believe
that our strategies are the right ones, and that our
extraordinarily committed employees will continue to successfully
implement those strategies.  We look forward to seeing the
benefits of these strategies more fully reflected in our financial
results in the quarters and years ahead," Mr. Morgan concluded.

                         About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.KrispyKreme.com/-- is a
retailer and wholesaler of doughnuts.  The company's principal
business, which began in 1937, is owning and franchising Krispy
Kreme doughnut stores where over 20 varieties of doughnuts are
made, sold and distributed and where a broad array of coffees and
other beverages are offered.

                          *     *     *

Standard & Poor's placed Krispy Kreme Doughnuts Inc.'s long term
foreign and local issuer credit ratings at 'B-' in September 2007.
The ratings still hold to date with a negative outlook.


L.A. HOTEL: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Nathan Olivarez-Giles posted on the Los Angeles Times blog that LA
Hotel Venture LLC has filed for Chapter 11 bankruptcy protection,
listing $500 million in liabilities and about $100 million in
assets.

According to LA Times, LA Hotel seeks to stave off creditors,
access cash, and to keep its Marriott Hotel in downtown Los
Angeles open for business.

LA Hotel Venture, LLC, is owned by Ezri Namvar, who was sent to
Chapter 11 bankruptcy by his creditors in December 2008.


L.A. HOTEL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: LA Hotel Venture, LLC
        dba Los Angeles Marriott Downtown
        12121 Wilshire Blvd., #1400
        Los Angeles, CA 90025

Bankruptcy Case No.: 09-18746

Type of Business: The Debtor owns downtown L.A.'s Marriott Hotel.

Chapter 11 Petition Date: April 15, 2009

Court: Central District Of California (Los Angeles)

Judge: Barry Russell

Debtor's Counsel: Garrick A. Hollander, Esq.
                  sconnor@winthropcouchot.com
                  Marc J. Winthrop, Esq.
                  pj@winthropcouchot.com
                  Winthrop Couchot
                  660 Newport Center Dr Ste 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
AMPCO                                            $565,148
500 Howard Street, Suite 500
San Francisco, CA 94105
Tel: (213) 623-4298
Fax: (415) 247-9500

Hotel Rest Welfare Fund Local II                 $160,531
130 South Alvarado St., 2nd Floor
Los Angeles, CA 90057
Tel: (213) 484-8480
Fax: (213) 484-0602

Marriott International, Inc.                     $118,946
I Marriott Drive/Dept 944.50
Washington, DC 20058
Tel: (301) 380-5905
Fax: (240) 215-2054

Interstate Hotels & Resorts                      $105,433

US Foodservice                                   $88,359

L.A. Dept of Water & Power                       $73,665

Presentation Services                            $61,781

Millberg Factors, Inc.                           $59,770

Anista Inc.                                      $46,777

Guardsmark                                       $26,446

LA Inc. The Convention &                         $25,000
Visitors Bureau

American Hotel Register                          $21,588

ABC Studios Criminal Minds                       $17,947

Guest Distribution                               $16,269

IBahn                                            $14,435

Operating Engineers                              $13,992
Pension

Weaver Multimedia Group                          $12,939

Professional Sports Publications                 $12,000

Convention Management Resort                     $11,572

The petition was signed by Ezri Namvar, manager of Toyram LLC.


LA JOLLA PHARMA: Has Going Concern Doubt, Delisting Notice
----------------------------------------------------------
La Jolla Pharmaceutical Company said its consolidated financial
statements for the fiscal year ended December 31, 2008, included
in the Company's annual report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 2009, contained a
going concern qualification from its independent registered public
accounting firm.  This announcement is being made in compliance
with Nasdaq Marketplace Rule 4350(b)(1)(B), which requires
separate disclosure of the receipt of an audit opinion that
contains a going concern qualification.  This announcement does
not represent any change or amendment to the Company's 2008
financial statements or to its annual report on Form 10-K.

In February 2009, the Company announced that an Independent
Monitoring Board for the Riquent Phase 3 ASPEN study had completed
the review of their first interim efficacy analysis and determined
that continuing the study was futile.  Based on these results, the
Company immediately discontinued the Riquent Phase 3 ASPEN study
and the development of Riquent.  The Company had previously
devoted substantially all of its research, development and
clinical efforts and financial resources toward the development of
Riquent.  In connection with the termination of the clinical
trials for Riquent, the Company subsequently initiated steps to
significantly reduce its operating costs including a planned
substantial reduction in personnel, which is expected to be
effected early in the second quarter of 2009.  The Company has
also ceased the manufacture of Riquent.

The Company has incurred a net loss of $62.9 million in 2008, has
had cumulative net losses of $415.7 million from inception to date
and has limited financial resources at December 31, 2008.

According to the Company, these events raise substantial doubt
about the Company's ability to continue as a going concern.

In light of the Company's decision to discontinue development of
the Riquent clinical program, the Company is seeking to maximize
the value of its remaining assets.  The Company is currently
evaluating its strategic alternatives, which include:

   -- selling or out-licensing the Company's remaining assets,
      including the Company's SSAO compounds;

   -- pursuing potential other strategic transactions, which could
      include mergers, license agreements or other collaborations,
with
      third parties; or

   -- implementing an orderly wind down of the Company if other
      alternatives are not deemed viable and in the best interests
of
      the Company.

La Jolla also said it received a letter on April 3, 2009, from The
Nasdaq Stock Market notifying the Company that it is not in
compliance with Nasdaq Marketplace Rule 4450(a)(3) because the
Company's stockholders' equity at December 31, 2008, was less than
the
$10.0 million required for continued listing on The Nasdaq Global
Market.  In the notice, Nasdaq requested that the Company provide
a plan to regain compliance with the continued listing
requirements of The Nasdaq Global Market within 15 days.  Nasdaq
will contact the Company with any questions or concerns regarding
the plan.  If Nasdaq does not accept the plan, it will provide the
Company with a written notification that its securities will be
delisted from The Nasdaq Global Market.  If it receives a
notification, the Company may then apply to move its listing to
The Nasdaq Capital Market or appeal Nasdaq's delisting
determination to a Nasdaq Listing Qualifications Panel.  The
Company intends to submit a plan with Nasdaq within the required
time period to maintain its listing on The Nasdaq Global Market
and would expect to apply to move the listing to the Nasdaq
Capital Market if the compliance plan is not accepted.

La Jolla Pharmaceutical Company is a biopharmaceutical company
that has historically focused on the development and testing of
Riquent as a treatment for Lupus nephritis.

As of December 31, 2008, La Jolla's balance sheet showed
$20.8 million in total assets, $17.2 million in total current
liabilities, $179,000 in non-current portion of obligations under
notes payable, and $34,000 in non-current portion of obligations
under capital leases.


LIBBEY INC: Moves to OTC BB After NYSE Delisting
------------------------------------------------
Libbey Inc. has received notice from the New York Stock Exchange
that trading of the Company's stock will be suspended prior to the
market opening on April 20, 2009, and the shares will be delisted.
The NYSE took this action because Libbey has been unable to comply
with the stock exchange's requirement to maintain an average
market capitalization not less than $15 million for a 30 trading
day period. Accordingly, delisting is automatic.

On February 20, 2009, Libbey was notified that it had fallen below
the NYSE's continued listing standard of $75 million relating to
the Company's total market capitalization and its stockholders'
equity.  Libbey subsequently provided the NYSE on April 1, 2009, a
business plan that demonstrated Libbey's strategy to return to
compliance with these continued listing standards within 18
months.  However, the NYSE proceeded with suspension in light of
the non-compliance with the minimum market capitalization
requirement.

Historically, a substantial portion of the Company's trading
volume has been on markets other than the NYSE, including NASDAQ
and various foreign exchanges.  Libbey expects that its common
stock will begin trading on the Over the Counter Bulletin Board
(OTC BB) under a new ticker symbol on April 20, 2009.

"While we are disappointed that we will no longer have the
visibility of the New York Stock Exchange, we do not believe the
delisting is a reflection on the fundamental strength of our
business," said John F. Meier, chairman and chief executive
officer.

"There should be no significant impact on day-to-day operations or
continued implementation of our growth strategy. We are confident
that we have sufficient sources of liquidity to meet our current
needs."

Libbey reported that it had available capacity of $51.1 million
under its Asset Backed Loan credit facility as of April 13, 2009
and cash on hand of approximately $16.0 million.  This compares to
ABL availability of $44.6 million and cash on hand of $13.3
million at December 31, 2008.

Based in Toledo, Ohio, since 1888, Libbey operates glass tableware
manufacturing plants in the United States in Louisiana and Ohio,
as well as in Mexico, China, Portugal and the Netherlands.  Libbey
supplies tabletop products to foodservice, retail, industrial and
business-to-business customers in over 100 countries.  In 2008,
Libbey Inc.'s net sales totaled $810.2 million.


LSI CORP: S&P Withdraws 'BB' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'BB'
corporate credit and senior subordinated ratings on Milpitas,
California-based LSI Corp. at the company's request.  The outlook
on the rating was stable.

                           Ratings List

                             LSI Corp.

      Ratings Withdrawn            To            From
      -----------------            --            ----
      Corporate credit rating      NR            BB/Stable/--
      Subordinated notes           NR            BB
      Recovery ratings             NR            3


MALQUI FINANCIAL: Fined $3.5MM for Bilking Almost 11,000 Clients
----------------------------------------------------------------
Chris Megerian at The Star-Ledger reports that Superior Court
Judge Thomas Olivieri has ruled that Malqui Financial Group pay
$3.5 million in penalties and restitution for defrauding almost
11,000 clients throughout New Jersey with hidden fees.

The Star-Ledger relates that Malqui Financial must now pay
$1.86 million in penalties and $1.64 million to its customers.
Malqui Financial, according to The Star-Ledger, deceptively
charged about 10,980 clients $149 each in fees in 2006 and 2007.

According to The Star-Ledger, the state Division of Consumer
Affairs had filed a lawsuit against Malqui Financial for
deceptively marketing high-cost loans to poor customers eligible
for federal tax credits.  The Company, says the report, was
charged with several dishonest practices like advertising its
financial products as loans in English and refunds in Spanish.

Citing state officials, The Star-Ledger says that Malqui Financial
sold "refund anticipation loans," which are secured by a
taxpayer's expected tax refund.  The officials, the report states,
said that the loans can have high costs, especially if the tax
refund is lower than anticipated.

The Star-Ledger relates that Malqui Financial's owner, Ceasar
Malqui of Paterson, was permanently barred from selling or
advertising refund anticipation loans.

Malqui Financial Group, aka Fast Tax Express Corp., as Alleged by
the New Jersey Attorney General, operated as many as 24 locations
statewide.  The Company filed for Chapter 11 bankruptcy protection
on September 17, 2008 (Bankr. D. N.J. Case No. 08-27727).


MERGE HEALTHCARE: Unit Acquires Merge Cedara ExchangeCo
-------------------------------------------------------
Merge Technologies Holdings Co. purchased on April 15, 2009, all
of the outstanding exchangeable shares of Merge Cedara ExchangeCo
Limited for purchase consideration of one common share of Merge
Healthcare Incorporated for each exchangeable share.  This legal
transaction will not impact the weighted average number of common
shares outstanding used by Merge Healthcare Incorporated in its
computation of basic and diluted earnings per share.

From and after April 15, 2009, former holders of exchangeable
shares cease to have any rights as holders of exchangeable shares
other than the right to receive one common share of Merge
Healthcare Incorporated for each exchangeable share previously
held.  Former holders of exchangeable shares who have submitted a
properly completed and duly executed Letter of Transmittal to
Computershare Investor Services Inc. together with the
certificates for the exchangeable shares and such other
documentation as Computershare Investor Services Inc. might
require will receive certificate(s) representing common shares of
Merge Healthcare Incorporated in accordance with their
instructions in the Letter of Transmittal.

As a result of this transaction, Merge Cedara ExchangeCo Limited
is now indirectly wholly owned by Merge Healthcare Incorporated.
Accordingly, trading of the exchangeable shares will be halted at
start of trading on April 16, 2009, and the exchangeable shares
are to be delisted from the Toronto Stock Exchange following the
close of trading on April 16, 2009.  Merge Cedara ExchangeCo
Limited will take steps to give notice and obtain appropriate
orders to permit it to cease to be a reporting issuer in those
Canadian jurisdictions in which it is currently a reporting
issuer.

               About Merge Healthcare Incorporated

Based in Milwaukee, Wisconsin, Merge Healthcare Incorporated
(Nasdaq: MRGE; TSX: MRG) -- http://www.mergehealthcare.com/-- is
a developer of medical imaging and clinical software applications
and developmental tools.  The company develops medical imaging
software solutions that support end-to-end business and clinical
workflow for radiology department and specialty practices, imaging
centers and hospitals.

Merge Healthcare Incorporated's balance sheet at December 31,
2008, showed total assets of $54.7 million, total liabilities of
$45.8 million and shareholders' equity of $8.8 million.

                        Going Concern Doubt

KPMG LLP in Chicago expressed substantial doubt about Merge
Healthcare Incorporated's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
recurring losses from operations and negative cash flows.

The company says it has generated losses from operations over the
past nine consecutive quarters and the company currently has no
credit facility.  As a result, the company is currently completely
dependent on available cash and operating cash flow to meet its
capital needs.

The Company later retained BDO Seidman, LLP, in Chicago to review
its 2008 financial report.  Accordingly, in its audit report, BDO
Seidman did not issue any going concern opinion on the Company.


MGM MIRAGE: Bankruptcy Filing by CityCenter Still Possible
----------------------------------------------------------
MGM MIRAGE has said it would continue working with Dubai World,
CityCenter Holdings, LLC and its lenders, and the Company's own
lenders, to obtain necessary waivers or amendments prior to
April 29, 2009, and to find a long-term solution for the financing
of CityCenter.  MGM MIRAGE, however said there can be no assurance
that any waiver, amendment or long-term solution will be available
or that CityCenter will not determine to seek relief through a
filing under the U.S. Bankruptcy Code.

The CityCenter lenders have temporarily waived through April 29,
2009, certain defaults and potential defaults under City Center's
senior secured credit facility relating to required sponsor equity
capital contributions to CityCenter.

As reported by the Troubled Company Reporter, MGM MIRAGE entered
into Amendment No. 4 dated April 9, 2009, to its Fifth Amended and
Restated Loan Agreement with MGM Grand Detroit, LLC, as initial
co-borrower, and a consortium of lenders led by Bank of America,
N.A., as administrative agent.

Amendment No. 4 revised the dates upon which interest accrued on
LIBOR loans is payable.  Pursuant to Amendment No. 4, interest
accrued on LIBOR loans will be payable monthly and on the last day
of the related interest period.

Amendment No. 4 also modified the Company's ability to make
additional investments in CityCenter.  The Company is permitted to
make investments in CityCenter, within seven business days after
April 8, 2009 and subject to certain conditions:

   (A) in an amount not to exceed the lesser of:

          (i) the aggregate amount requested by CityCenter from
              the Company and Dubai World, including from their
              affiliates, and

         (ii) $35 million, so long as Dubai World shall have made
              a corresponding investment in an equal amount; and

   (B) in an amount not to exceed the lesser of:

          (i) the aggregate amount requested by CityCenter from
              the Company and Dubai World, including from their
              affiliates, and

         (ii) $70 million, so long as Dubai World will not have
               made a corresponding investment in an equal amount.

No other future investments by the Company in CityCenter are
permitted by the Loan Agreement, except up to $20 million to
ensure public health, safety and welfare or regulatory compliance.
The Company paid a customary amendment fee to the lenders party to
the Loan Agreement in connection with the execution of Amendment
No. 4.

Certain of the lenders party to the Loan Agreement and their
affiliates have in the past engaged in financial advisory,
investment banking, commercial banking or other transactions of a
financial nature with the Company and its subsidiaries, including
the provision of advisory services for which they received
customary fees, expense reimbursement or other payments.

The members of the lending syndicate are:

   * Banc of America Securities LLC and The Royal Bank of Scotland
     PLC, as Joint Lead Arrangers,

   * Banc of America Securities LLC, The Royal Bank of Scotland
     PLC, J.P. Morgan Securities Inc., Citibank North America,
     Inc. and Deutsche Bank Securities, Inc., as Joint Book
     Managers,

   * The Royal Bank of Scotland PLC, as Syndication Agent,

   * Barclays Bank PLC, BNP Paribas, Citigroup USA Inc.,
     Commerzbank AG, Deutsche Bank Trust Company Americas,
     JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking
     Corporation, UBS Securities LLC and Wachovia Bank, National
     Association, as Co-Documentation Agents,

   * Bank of Scotland, Merrill Lynch Bank USA and Morgan Stanley
     Bank, as Senior Managing Agents, Societe Generale and U.S.
     Bank National Association, as Managing Agents

                   About MGM Mirage

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

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

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

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

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

                      *     *     *

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

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

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

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

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

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

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

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


MGM MIRAGE: Carl Icahn & Oaktree Capital Want Chapter 11 Filing
---------------------------------------------------------------
Investor Carl Icahn and private-equity fund Oaktree Capital
Management are seeking to put MGM Mirage into Chapter 11
bankruptcy protection, Jeffrey McCracken and Tamara Audi at The
Wall Street Journal report, citing people familiar with the
matter.

People familiar with the matter said that Mr. Icahn and Oaktree
Capital separately acquired hundreds of millions of dollars in MGM
Mirage debt in recent months, WSJ relates.  Citing the sources,
WSJ states that Mr. Icahn had owned a little less than $500
million in the face value of MGM bonds that mature in several
years, but that may have changed.  The sources said that Oaktree
Capital also holds shorter-term bonds, which come due in the next
couple years, WSJ reports.

According to WSJ, Mr. Icahn and Oaktree Capital told MGM Mirage
that they would support a restructuring in bankruptcy court, WSJ
relates.  Mr. Icahn could be after some of MGM Mirage's assets,
WSJ says, citing the sources.  Mr. Icahn, WSJ states, has a long
affinity for casinos and he recently made a bid to acquire
Atlantic City Tropicana.

WSJ relates that when MGM Mirage bonds come due in July and
October, the bondholders could force a bankruptcy filing if the
Company fails to make those payments.  Bondholders, according to
the report, could also block MGM Mirage if it tries to tender an
offer to buy back its bonds to reduce its debt load.

WSJ, citing people familiar with the matter, says that Mr. Icahn
and Oaktree Capital aren't working together and their strategies
aren't yet clear.  According to WSJ, Mr. Icahn and Oaktree Capital
may want to ride out a bankruptcy with the bet that the bonds will
recover far more than it cost to purchase them.  The sources said
that Oaktree Capital is betting the longer-term bonds it purchased
at a discount -- which may be as low as 30 cents on the dollar
several weeks ago -- will recover twice that or more, WSJ reports.
Citing the sources, WSJ relates that Oaktree Capital told MGM
Mirage that it wants the Company to find a long-term fix, inside
bankruptcy or with equity or debt from a new investor, which
Oaktree Capital would be open to providing.

WSJ states that if MGM Mirage avoids a bankruptcy or reaches deals
with bank lenders and provides them liens on its assets, it could
depress the recovery rates for MGM Mirage bonds.

Citing a person familiar with the matter, WSJ reports that MGM
Mirage's strategy so far "has been for now to ignore those two
guys [Mr. Icahn and Oaktree Capital] because they don't have a
seat at the table," and the Company is "more focused on its bank
groups, their concerns and funding City Center's cash needs."  WSJ
states that MGM hired in March the law firm of Dewey & LeBoeuf LLP
to handle a potential bankruptcy of the City Center project, and
the investment bank Evercore Partners to handle its negotiations
with lenders and other pressing financial issues.  MGM's bank
lenders -- which includes Bank of America Corp. and Wachovia Corp.
-- also hired bankruptcy counsel to handle the MGM situation, WSJ
relates.

MGM Mirage, according to WSJ, has $7 billion in bank debt that
isn't secured by the kind of assets typically used as collateral,
so banks can't foreclose on any of its properties.  WSJ notes that
those properties are still generating cash and could report strong
profits if the economy improves, giving banks a reason to help MGM
Mirage avoid bankruptcy.  It gives MGM Mirage some leeway to
negotiate a reprieve with banks by offering some of its properties
as collateral, WSJ relates.  A bankruptcy filing, says WSJ, would
also put banks on par with bondholders, leaving the two groups to
battle over the assets.

WSJ reports that some analysts believe that MGM Mirage can make
its two big bond payments -- $227 million due in July and $821
million in October -- this year.  According to the report, MGM
Mirage has
$800 million in cash, much of it from the recent sale of its
Treasure Island casino to investor Phil Ruffin.  MGM Mirage, says
WSJ, looking to sell at least two other properties that could
generate as much as
$1.6 billion to help the Company stay afloat.

WSJ notes that Kirk Kerkorian, MGM Mirage's largest owner and
investor, could lose his investment in any bankruptcy filing that
gives secured debtholders priority over stockholders in doling out
assets.  Mr. Kerkorian's 53% stake in MGM Mirage, according to the
report, is valued at $900 million, down from $14.9 billion in late
2007.

An MGM Mirage spokesperson said that the Company "and its advisers
remain engaged in constructive discussions with its lenders," WSJ
reports.

                    About MGM Mirage

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

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

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

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

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

                       *     *     *

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

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

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

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

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

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

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

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


MICHAEL FOODS: Moody's Assigns 'Ba3' Rating on New Senior Loans
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
new senior secured bank facilities of Michael Foods, Inc., subject
to review of final documentation, and changed the company's rating
outlook to positive from stable.  The company's existing ratings,
including its B1 corporate family rating and B1 probability of
default rating, were affirmed.  Moody's will withdraw the ratings
on the company's existing bank facilities when they are replaced
by the proposed new facilities.

Rating assigned:

Michael Foods, Inc.

  -- New $75 million 3.5 year 1st lien revolving credit agreement
     at Ba3 (LGD3, 34%)

  -- New $450 million senior secured Term Loans (A and B tranches)
     at Ba3 (LGD3, 34%)

Ratings affirmed, and certain LGD assessments revised:

M-Foods Holdings, Inc. (holding company)

  -- Corporate family rating at B1

  -- Probability of default rating at B1

  -- 9.75% senior discount notes due 2013 at B3 (LGD6); LGD% to
     92% from 94%

Michael Foods, Inc.

  -- $100 million existing 1st lien revolving credit agreement
     expiring in November 2009 at Ba3 (LGD3); LGD % to 34% from
     37%

  -- $427 million (current outstanding) existing 1st lien term
     loans due November 2010 at Ba3 (LGD3); LGD % to 34% from 37%

  -- $150 million 8% subordinated notes due November 2013 at B3
      (LGD5): LGD % to 78% from 84%

The proposed bank facilities will be secured by a first lien on
material domestic assets, and will be guaranteed by domestic
subsidiaries and by the holding company.  The $450 million in new
term loans will be divided between tranche A and tranche B,
although the split may not be equal.  Term A will mature in 3.5
years and Term B in 5 years; Term B maturity may be advanced to a
date three months prior to the maturity date of any un-refinanced
junior debt of Michael Foods or three months prior to the maturity
of any un-refinanced holding company debt.

"The change in outlook to positive from stable reflects
strengthened credit metrics from the application of operating cash
flow to debt reduction since the 2003 leveraged buyout.  Michael's
internal cash flow generation is less volatile than that of many
other natural products processors; Michael's leading and
significant market share in egg products allows the company to
maintain fairly steady reported EBITDA," said Elaine Francolino,
Vice President -- Senior Credit Officer.

The affirmation of the company's existing ratings incorporates
Michael's position as North America's largest egg products
producer, its solid organic volume growth and its comfortable
liquidity.  While profit margins have been declining since fiscal
2005 due to rising commodity costs, Moody's expects that earnings
and operating cash flow will remain appropriate for the company's
rating level.  The company announced in August 2007 that it was
considering strategic alternatives, including a possible sale.
Thus, the future ownership profile of Michael's is uncertain.

Moody's most recent rating action for this issuer on September 21,
2006, assigned a probability of default rating to the corporate
family, assigned LGD assessments to the individual debt
instruments, and upgraded the ratings on Michael's senior secured
bank agreement and the parent's public debt.

Headquartered in Minnetonka, Minnesota, Michael Foods, Inc., is a
producer and distributor of egg products (70.1% of fiscal 2008
sales), cheese and other refrigerated grocery products (23%) and
potato products (6.9%).  Sales for the fiscal year ended January
3, 2009, exceeded $1.8 billion.  The company is 89.8% owned by
private equity firm Thomas H. Lee Partners L.P. and affiliates.


NEW ORLEANS SEWERAGE: Moody's Affirms 'Ba2' Rating on $40MM Debt
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating and changed
the outlook to stable from positive on the City of New Orleans'
Sewerage and Water Board's water system affecting $40 million in
outstanding revenue debt.  Debt is secured by net revenues of the
water system.  The rating was lowered to Ba2 in November of 2005
following Hurricane Katrina. The confirmation of the Ba2 rating
reflects debt service coverage that has been met solely by State
aid as the net revenues of the system have been insufficient.  The
change in the outlook to stable from positive reflects Moody's
belief that additional time is needed for the system's financial
operations to become structurally balanced.  The rating and
outlook take into consideration measures being taken by the Board
to increase revenues and contain expenditures.  The rating also
continues to incorporate the debt management by the Board of
Liquidation which maintains reserves equal to annual debt service
on behalf of the Board.

        Long Term Debt Issued Through Board Of Liquidation

All long term debt issued by the S&W Board has been issued through
the Board of Liquidation.  Moody's believes the Board of
Liquidation provides additional bondholder protection given its
authority to raise rates and its autonomy as an independent Board.
The S&W Board is mandated by statute to increase rates necessary
to produce 1.30 times debt service coverage from net revenues.
Should the S&W Board not implement such rates, the Board of
Liquidation has the authority to compel it to do so.  The S&W
Board makes monthly transfers to the Board of Liquidation, in the
amount of 1/12th of the annual debt service requirement, in order
to fund the debt service account.

The Board of Liquidation, on behalf of the sewerage and water
board, maintains reserves able to meet an annual debt service
requirement.  Moody's notes that the reserves have not been
utilized, even after the storm, as State assistance was available
to meet debt service needs.

             Expenditures Continue To Exceed Revenues

Although revenues of the system appear to be recovering,
expenditures are exceeding thereby resulting in insufficient net
revenues to meet debt service.  After the devastation from
Hurricane Katrina, management adopted a very conservative budget
for fiscal 2006 assuming only 30% of prior year revenues would be
collected.  However, actual results were better than anticipated
and the $33.8 million in water service charges exceeded the budget
by 99%.  Currently, revenues are equal to 70% of pre-storm levels
but expenditures are 116% of pre-storm levels.  Part of the
increase in expenditures is the result of the system's booking of
post-employment benefits of approximately $6 million.

The customer count seems to stabilizing which should help with
forecasting for future operations.  Before the hurricane, sewer
system customers totaled 140,502; however, the customer count has
since fluctuated decreasing by 23% to a low of 108,697 in 2005 and
increasing 14% to 124,027 in 2006.  Officials report that the
increase in 2006 was the result of several homeowners having two
connections with one for the primary residence and the second for
a temporary trailer.  Customers decreased 8% in 2007 as trailers
hookups were disconnected when homes became livable again.  For
2008, the customer count of 114,513 was a 1% increase over 2007.
Projections are that customer growth will increase approximately
1% annually for the next five years according to a study that was
conducted by Black and Veatch in November of 2007.

              Substantial Federal And State Funding

The Board has received significant funding from State and Federal
sources in fiscal years 2005, 2006, 2007, and 2008.  FEMA is
reimbursing the Board for infrastructure improvements that are
necessary as a result of storm damage.  To-date, the Board has
received approximately $184 million in reimbursements.  The Board
also received $61.9 million from the Federal Community Disaster
Loan program and this entire amount has been drawn down since
April of 2007.  Moody's is waiting to see the results of proposed
legislation which would allow the government to forgive this loan.
Although the Board is prepared to repay the CDL loan, forgiveness
of the loan would afford them some financial flexibility in the
future. The State provided $73 million in Gulf Opportunity (GO)
Zone funding to support debt service requirements for the water
and sewer systems.  The State has also established a
$100 million revolving fund for the Board to use to get capital
projects started; the Board has to spend money before filing for
reimbursement by FEMA.

Debt Service Not Covered Despite Significant Water Rate Increases

Net revenues of the water system have not provided debt service
coverage demonstrating insufficient revenues.  Coverage from net
revenues was negative 3.38 times in 2005, negative 1.48 times in
2006 and negative 4.88 times in 2007.  These coverage levels
reflect total debt service due despite the fact that CDL funding
was used to help make debt service payments during those years;
therefore, including the CDL funding annual debt service was
covered.  The annual debt service payment approximates $3.8
million annually.

                Management Tightening Expenditures;
                Challenges Remain For The Long-Term

Management at the utility is has demonstrated some prudent fiscal
practices.  For example, interim financial statements and a three-
month proforma are prepared and presented to the Board on a
monthly basis.  Officials are currently tightening expenditures
with hiring freezes, eliminating discretionary spending, revising
the take home vehicle policy and reducing overtime.  Moody's
believes management will continue to strive to achieve balanced
operations between revenues and expenditures in the water system
and this is reflected in the rating and stable outlook.  Future
rating reviews will incorporate year end financial results which
could place either positive or negative pressure on the rating.

                           Outlook

The stable outlook reflects Moody's belief that rate increases and
expenditure cuts could allow the water system to become balanced
in the medium term.

The last rating action on the City of New Orleans Water System was
on December 28, 2007, when the Ba2 rating was affirmed and the
outlook changed to positive from negative.


NORTEL NETWORKS: Faces Claims by Ex-Employees for Unpaid Benefits
-----------------------------------------------------------------
Nortel Networks Corp. will face claims in Canada by former
employees and pensioners who want the Company to pay them benefits
including severance and pension supplements, according to
reporting by Joe Schneider of Bloomberg in Toronto.

Bloomberg relates that the Company, after filing for bankruptcy,
ceased paying former workers some pension benefits and refused
severance and termination payments, saying those are unsecured
claims.  Creditors with unsecured claims share equally in the
distribution of proceeds following a restructuring.

Paying monthly benefits under the company's retirement plans would
result in preferential treatment for former union members, Lewis
Lockhart, Nortel's global leader of employee relations, said,
according to Bloomberg.

A group of former employees asserts that Nortel is violating
Canadian labor laws by refusing to pay the former employees.

The Ontario Superior Court of Justice (Toronto) is scheduled to
convene a hearing on the issue on April 20.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTH PORT: Court to Hold May 4 Hearing on Cash Collateral Access
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized, on an interim basis, North Port Gateway, LLC, to use
cash securing repayment of Fifth Third Bank, N.A., loan.

A final hearing on the Debtor's continued use of cash collateral
will be held on May 4, 2009, at 1:30 p.m. at Courtroom 9B, Sam M.
Gibbons United States Courthouse, 801 N. Florida Avenue, Tampa,
Florida before Hon. K. Rodney May.

The Debtor is authorized to use the cash collateral to fund its
business operations, however, it is not authorized to pay these
expenses:

   a) 5% management fee;
   b) Linkster's -- tenant improvement;
   c) Florida Commercial Source -- lease commissions;
   d) Commerce Clearing House -- 50% lease commission;
   e) Ecological Consultants, Inc.;
   f) Manatee tractor Services;
   g) Fees and costs for CPA services; and
   h) Legal Fees

As adequate protection, the Debtor will grant Fifth Third
replacement liens on all assets acquired by the Debtor or the
estate on or after the petition date to the same extent, validity,
and priority held by Fifth Third as of the petition date.

                   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.  The Debtor filed for Chapter 11 protection on March 30,
2009 (Bankr. M. D. Fla. Case No. 09- 06029).  Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtor for its restructuring
efforts.  The Debtor listed estimated assets of $10 million to
$50 million and estimated debts of $10 million to $50 million.


OLSEN'S MILL: Receiver Wins Dismissal of Chapter 11 Petition
------------------------------------------------------------
Jeff Bollier at the Northwestern reports that Olsen's Mill, Inc.,
has filed for Chapter 11 bankruptcy protection, but the Hon.
Pamela Pepper has rejected the Company's petition.

According to the Northwestern, Judge Pepper declined to hear the
bankruptcy case, returning Olsen's Mill and its creditors to Green
Lake where Circuit Court Judge William McMonigal must determine
ownership of the Company.

The Northwestern says that Olsen's Mill was placed in receivership
in January 2009.  The Northwestern relates that an auction of
Olsen's Mill was authorized as a result of BNP Paribas' lawsuit
against the Company in January.  According to the report, Olsen's
Mill owes BNP Paribas more than $58 million.

Court-appointed receiver Michael Polsky, according to the
Northwestern, was seeking Judge McMonigal's approval of a sale of
the Olsen's Mill after an auction on Tuesday in which PRM
Wisconsin LLC, a company formed by BNP and other creditors, bid
$18.2 million for the mill assets.  The report says that the civil
court proceedings were halted when Olsen's Mill attorney, Paul
Swanson, disclosed that the Company was filing for bankruptcy
before Judge McMonigal determined whether a revised bid from a
group led by C.R. Meyer President Phil Martini could be accepted.
C.R. Meyer was the second highest bidder at $17.8 million, the
report states.

According to court documents, Mr. Polsky objected to Olsen's
Mill's Chapter 11 filing, saying that the Olsen family wasn't
authorized to file for bankruptcy under the receivership agreement
and that bankruptcy would add delays and lessen payments to
unsecured creditors.

The bankruptcy filing was meant to ensure that farmers who sell
grain to Olsen's Mill and who have forward purchase contracts with
it get paid, the Northwestern reports, citing Paul Olsen.

Gannett Wisconsin Media relates that Judge McMonigal ordered the
sale of Olsen's Mill to a group led by C.R. Meyer and Sons
President Phil Martini, the Martini's Olsen's Mill Acquisition Co.
LLC, after a round of negotiations on Tuesday.  The report states
that Judge McMonigal selected OMAC's bid over that of:

     -- PRM Wisconsin LLC's, a company created by BNP Paribas,
        which lent the mill $58 million;

     -- Baylake Bank, which was owed $6.5 million for property and
        equipment; and

     -- other financial institutions that are owed money.

Gannett Wisconsin Media quoted Judge McMonigal as saying, "As
attractive as PRM's bid is, the concern the court has is if it
will be liquidated after the acquisition.  It could be the result,
even if unintended, because of those the mill depends on to
sustain operations.  I'm not sure that the relationship between
(the banks and farmers) can be developed after what has come out
of this court proceeding."

According to Gannett Wisconsin Media, OMAC will pay:

     -- $6.5 million in cash to Baylake Bank, which had secured
        claims on mill real estate and equipment;

     -- $9 million to BNP Paribas over the next six months or less
        from existing inventory that will cover the French bank's
        secured claim in the debt collection lawsuit;

     -- A $250,000 cash infusion into the operation to pay for
        recently returned payments to producers and to cover
        Friday's payroll;

     -- $3.7 million in outstanding checks to growers; and

     -- the costs of all pre-pay agreements and forward purchase
        contracts with farmers that stretch into 2010.

The Wisconsin Department of Agriculture, Trade and Consumer
Protection would challenge the winning bid and could decide not to
license the winning bidder if the bid doesn't cover all the
outstanding payments due to producers, the Northwestern previously
reported, citing Assistant Attorney General Richard E. Braun.
According to the Northwestern, Mr. Braun said, "DATCP's concern is
that if a purchaser is not prepared to pay current producer
obligations, that suggests it may be willing to do the same thing
again, in the future."

                       About Olsen's Mill

Olsen's Mill, Inc. -- http://www.olsensmillinc.com/-- is a third
generation multi-location independent retail agricultural supply
and service company.  It provides feed, seed, plant food, crop
protection products, and lime.  It also provides grain marketing,
drying, and storage on the output side.


PARK AT ASPEN: Seeks to Tap Hohmann Taube as Counsel
----------------------------------------------------
Park at Aspen Lake II LP asks the U.S. Bankruptcy Court for the
Western District of Texas for permission to employ Hohmann, Taube
& Summers LLP as its counsel.

The firm will:

   a) advise the Debtor as to its rights and responsibilities;

   b) take all necessary action to protect and preserve the estate
      of the Debtor including, if necessary, the prosecution of
      actions or adversary or other proceedings on the Debtor's
      behalf;

   c) develop, negotiate and promulgate the Chapter 11 plan for
      the Debtor and prepare the discharge statement in respect
      thereof;

   d) prepare on behalf of the Debtor all necessary applications,
      motions, and other pleadings and papers in connection with
      the administration of the estate; and

   e) perform all other legal services required by the Debtor in
      connection with this Chapter 11 case.

The firm said it holds a $50,000 retainer fee.  The firm's
attorneys charge between $175 and $475 per hour while its
paralegals bill between $75 and $85 per hour.

Eric J. Taube, Esq., attorney of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Austin, Texas-based Park at Aspen Lake II, L.P., filed for Chapter
11 protection on April 3, 2009 (Bankr. W.D. Tex. Case No. 09-
10840).  When the Debtor filed for protection from its creditors,
it listed both assets and debts between $10 million and
$50 million.


PATRICK INDUSTRIES: JPMorgan, Lenders Waive Covenant Defaults
-------------------------------------------------------------
Patrick Industries, Inc., has entered into a third amendment and
waiver to its senior secured credit agreement dated May 18, 2007,
with JPMorgan Chase Bank, N.A., as Administrative Agent.  The
Third Amendment includes both the addition and modification of
certain definitions, terms and reporting requirements.

Pursuant to the Third Amendment entered into on April 14, 2009,
the lenders waived any actual or potential Event of Default
resulting from the Company's failure to comply with the one-month
and two-month Consolidated earnings before interest, taxes,
depreciation and amortization financial covenants for the fiscal
months ended March 1, 2009 and March 29, 2009.  In addition, the
financial covenants were modified to establish new one-month and
two-month minimum Consolidated EBITDA requirements which begin in
June 2009.  Until that date, there is no applicable minimum
Consolidated EBITDA requirement.

Effective with the Third Amendment to the Credit Agreement, the
Company's credit facility consists of a term loan and a revolving
line of credit.  Borrowings under the revolving line of credit are
subject to a borrowing base, up to a borrowing limit.  The maximum
borrowing limit amount was reduced from $33.0 million to $29.0
million.  The principal amount outstanding under the term loan at
March 29, 2009, remained unchanged.  The interest rates for
borrowings under the revolving line of credit and the term loan,
and the expiration date of the Credit Agreement also remained
unchanged.

The Company will provide an appraisal by a lender approved firm of
each parcel of real estate owned by the Company and its
subsidiaries within 60 days of the effectiveness of the Third
Amendment.  Moreover, the receipt of net cash proceeds related to
any asset disposition, other than proceeds attributable to
inventory and receivables, will be used to pay down principal on
the term loan.

In connection with the Third Amendment, on April 14, 2009, the
Company entered into a Waiver under the Second Amended and
Restated Registration Rights Agreement to extend to May 31, 2009,
the Company's obligation to file a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended, to register for
resale the common stock of the Company that may be issued upon
exercise of the warrants previously issued to the lenders party to
the Credit Agreement.

"We are pleased to have entered into this amendment of our credit
agreement.  We have modified our operating plan to accommodate the
continued downturn in general economic conditions in 2009 that
have adversely impacted demand in the three major end-markets we
serve, and are appreciative of the continued support of our
customers, suppliers, lenders, shareholders, and team members as
we proactively manage the business during these difficult times,"
stated Todd Cleveland, President and Chief Executive Officer.

The Loan Agreement provides for these borrowing base amounts:

   Period                                        Amount
   ------                                        ------
   January 1, 2009 - April 30, 2009            $25,000,000
   May 1, 2009 - May 31, 2009                  $27,000,000
   June 1, 2009 - June 30, 2009                $26,000,000
   July 1, 2009 - July 31, 2009                $27,000,000
   August 1, 2009 - August 31, 2009            $29,000,000
   September 1, 2009 - September 30, 2009      $27,000,000
   October 1, 2009 - October 31, 2009          $26,000,000
   November1, 2009 - December 31, 2009         $25,000,000
   January 1, 2010 - January 31, 2010          $19,000,000
   February 1, 2010 - March 31,2010            $23,000,000
   April 1, 2010 - June 30, 2010               $25,000,000
   July 1, 2010 - August 31, 2010              $28,000,000
   September 1, 2010 - October 31, 2010        $23,000,000
   November 1, 2010 - November 30, 2010        $21,000,000
   December 1, 2010 - December 31, 2010        $19,000,000

Under the Agreement, the Borrower covenants with the Lenders to
not permit Consolidated EBITDA to fall below:

  Fiscal Month               Fiscal month   Fiscal two months
  (ended on or closest to)    then ending         then ending
  ------------------------    -----------   -----------------
  March 29,2009                       N/A                 N/A
  April 26, 2009                      N/A                 N/A
  May 31, 2009                        N/A                 N/A
  June 28, 2009                  $279,300                 N/A
  July 26, 2009                  $189,700            $797,300
  August 30, 2009                $785,100          $1,657,100
  September 27, 2009             $648,800          $2,437,600
  October 25, 2009               $466,500          $1,896,000
  November 29, 2009              $404,300          $1,480,300
  December 31, 2009             ($206,200)           $570,400
  January 31, 2010            ($1,215,750)        ($1,090,200)
  February 28, 2010              $527,850            $208,420
  March 31,2010                  $396,250          $1,570,970
  April 30, 2010                 $549,000          $1,606,925
  May 31, 2010                   $797,250          $2,288,625
  June 30, 2010                  $358,200          $1,964,270
  July 31, 2010                  $152,000            $867,340
  August 31, 2010              $1,092,400          $2,115,480
  September 30, 2010             $597,900          $2,873,510
  October 31, 2010               $635,500          $2,096,780
  November 30, 2010              $284,350          $1,563,745
  December 31, 2010             ($288,600)           $319,855

The members of the lending consortium and their commitments are:

                          Revolver        Term Loan
Total
    Bank                Commitment       Commitment
Commitment
    ----                ----------       ----------       --------
--
JPMorgan Chase       $5,454,545.44    $6,515,535.42
$11,970,080.86
Fifth Third Bank     $4,909,090.91    $5,863,981.81
$10,773,072.72
Bank of America      $4,431,818.19    $5,293,872.46
$9,725,690.65
Key Bank             $4,431,818.19    $5,293,872.46
$9,725,690.65
RBS Citizens         $4,431,818.19    $5,293,872.46
$9,725,690.65
Associated Bank      $3,613,636.36    $4,316,542.16
$7,930,178.52
National City Bank   $1,363,636.36    $1,628,883.83
$2,992,520.19
1st Source Bank      $1,363,636.36    $1,628,883.83
$2,992,520.19
                    --------------   --------------   ------------
--
   Total            $30,000,000.00   $35,835,444.43
$65.835,444.43

A copy of the Third Amendment and Waiver, dated April 14, 2009, is
available at no charge at http://ResearchArchives.com/t/s?3b89

A copy of the Waiver under Second Amended and Restated
Registration Rights Agreement, as of April 14, 2009, is available
at no charge at http://ResearchArchives.com/t/s?3b8a

                     About Patrick Industries

Elkhart, Indiana-based Patrick Industries, Inc. -
http://www.patrickind.com/-- is a major manufacturer of component
products and distributor of building products serving the
manufactured housing, recreational vehicle, kitchen cabinet, home
and office furniture, fixture and commercial furnishings, marine,
and other industrial markets and operates coast-to- coast through
locations in 14 states.  Patrick's major manufactured products
include decorative vinyl and paper panels, wrapped moldings,
cabinet doors, slotwall and slotwall components, countertops, and
printed decorative vinyl.  The Company also distributes drywall
and drywall finishing products, interior passage doors, vinyl and
cement siding, ceramic tile, electronics, and other miscellaneous
products.


PETTERS GROUP: Panel Objects to Transfer of Polaroid Domain Name
----------------------------------------------------------------
The official committee of unsecured creditors of Petters Company,
Inc., et al., objects to Petters Group Worldwide, LLC's motion to
approve the transfer of the Polaroid internet domain name
registrations to Polaroid Corp., free and clear of all liens and
encumbrances.  Polaroid is a subsidiary of PGW.

A proposed sale of Polaroid's assets is pending.

The Committee said that the request of PGW does not contain
sufficient information for the Committee to analyze the proposed
transaction.  Specifically, the Committee wants to know the
circumstances of the transfer of the domain names from Polaroid to
PGW and if PGW paid any consideration for the domain names, and
the dates of those transfers.

Moreover, the Committee said the proposed order is not clear on
the procedure if PGW decides to forgo its rights to pursue
consideration.  The Committee said PGW should give notice of that
decision to the Committee, and the Committee should have the right
to object.

As reported in the Troubled Company Reporter on April 13, 2009,
Bloomberg News reported that Polaroid Corp. must try again to
auction off its assets after failing to win a judge's approval for
a
$56.3 million sale to a joint venture of two liquidation firms,
Hilco Consumer Capital LP of Toronto and Gordon Brothers Brands
LLC of Boston.  It was the second time in a week the auction was
reopened after Polaroid picked a buyer.

Private-equity firm Patriarch Partners LLC, the losing bidder at
the extended auction, filed papers April 9 saying the auction
should be reopened so it could increase its bid again to $55.7
million in cash and 15% equity in the new company valued at $9.75
million.

Patriarch argued its offer was better for Polaroid because the
liquidators planned to fire employees and halt innovation at the
company.  Judge Kishel said he would supervise another auction in
his courtroom on April 16.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.


PETTERS GROUP: Taps Moss & Barnett as Special Counsel
-----------------------------------------------------
Douglas A. Kelley, Chapter 11 Trustee of Petters Company, Inc., et
al., asks the U.S. Bankruptcy Court for the District of Minnesota
for authority to employ James A. Rubenstein, Esq., Cass S. Weil,
Esq., and Moss & Barnett, A Profesional Association, as special
counsel.

As special counsel, Moss & Barnett will represent the Debtors with
respect to any claims made or to be made by or against Michael L.
O'Shaughnessy, O'Shaughnessy Holding Company, LLC, and their
affiliates ("MLO Parties"), as well as other other matters in
which Lindquist & Vennum, Debtors' approved Chapter 11 counsel,
has a conflict of interest.

To the best of the Trustee's and Debtors' knowledge and based upon
the unsworn declaration of James A. Rubenstein, an attorney at
Moss and Barnett, the firm does not hold or represent any interest
adverse to the Debtors or their estates, and that the firm is a
"disinterested person" within the meaning of Sec. 101(14) of the
Bankruptcy Code.

Moss & Barnett did not provide a schedule of its hourly fees.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc., and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PETTERS GROUP: US Trustee to Hold Meeting to Elect Ch 11 Trustee
----------------------------------------------------------------
Habbo G. Fokkena, United States Trustee for Region 12, will
convene a meeting of creditors for the purpose of electing one
disinterested person to serve as trustee in the Chapter 11 case of
Petters Group Worlwide, LLC, on April 22, 2009, at 10:00 a.m., in
Room 1017, United States Courthouse, 300 South 4th Street,
Minneapolis, MN 55415.

Ritchie Special Credit Investments, Ltd., Rhone Holdings II, Ltd,
Yorkville Investment I, L.L.C., Ritchie Capital Structure
Arbitrage Tradings, Ltd., and Ritchie Capital Management, L.L.C.,
filed the request for the election of a trustee, pursuant to Sec.
1104(b)(1) of the Bankruptcy Code.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


PETTERS GROUP: Sun Country Reports $8.1MM First Quarter Profit
--------------------------------------------------------------
MN Airlines, LLC, dba Sun Country Airlines, has reported a first
quarter net income of $8.1 million, compared to a net loss of
$8.3 million in the first quarter of 2008.

"We are pleased with the record financial performance and the
success of our turnaround to date," said Stan Gadek, Sun Country
chairperson and CEO.  "I am very proud of the hard work and
determination of every person on the Sun Country team.  They
deserve full credit for these outstanding results and having
overcome significant challenges during the past year."

First quarter operating income was $9.8 million and operating
margin was 15.3%, both representing all-time records for the
airline.  Contributing to the operating income were significant
year-over-year gains in charter and ancillary revenue as well as
an 8.3% increase in passenger unit revenue to 8.31 cents per
available seat mile.

During the first quarter, Sun Country's operating unit costs
declined 5.9% to 8.06 cents per available seat mile as a result of
lower fuel costs and improved cost controls and efficiencies.
Load factor or the percentage of filled seats increased 8.3 points
from 71.5% in the first quarter 2008 to 79.8% in the first quarter
2009.

"Our greatest thanks go out to our customers who have continued to
support Sun Country with their business," Mr. Gadek said.  "People
not only want low fares, they want great service, and they receive
both on Sun Country Airlines."

Repayment of Deferred Wages

The Company said that it will complete the repayment of employee
deferred wages on April 22.  This will represent the fifth and
final payment and will include 3% interest on the amount of
deferred wages.  "We have an outstanding employee group and I am
pleased to return their wages with interest which they contributed
to the company," said Mr. Gadek.

2009 Updates

Since the first of the year Sun Country has announced

    * New non-stop service to Branson, Missouri, from
      Minneapolis/St. Paul and Dallas/Ft. Worth commencing on
      May 11; and from Minneapolis/St. Paul to Boston,
      Massachusetts, commencing on May 1.

    * The return of seasonal service in April from Minneapolis/St.
      Paul to Seattle, Washington, Los Angeles and San Francisco,
      California, and Washington-Dulles, Virginia.

    * The addition of two fuel efficient Boeing 737-700 aircraft
      to its fleet of 737-800 aircraft

                 About Petters Group Worldwide

Based in Minnetonka, Minnesota, Petters Group Worldwide LLC is
named for Founder and Chairman Tom Petters.  The group is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for
Chapter 11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-
45257 and 08-45258, respectively).  James A. Lodoen, Esq., at
Lindquist & Vennum P.L.L.P., represents the Debtors as counsel.
In its petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on October 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


PHILADELPHIA NEWSPAPERS: $50 Million Offered to Creditors
---------------------------------------------------------
As part of a plan that would allow the company to exit bankruptcy,
Philadelphia Newspapers LLC, the owner of the Philadelphia
Inquirer and the Philadelphia Daily News, offered creditors
$50 million, Bloomberg News' Sophia Pearson reported.

According to papers filed April 13 in the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania (Philadelphia), the
investor group that purchased the newspapers in 2006 made the
offer in a meeting with creditors on March 9.

The proposal would give the creditors new cash as well as notes,
financial adviser Sonenshine Partners LLC said in the filing.
Sonenshine said it's representing Philadelphia Newspapers in
ongoing talks related to the proposal.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its affiliates filed for Chapter 11
bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead
Case No. 09-11204).  Proskauer Rose LLP is the Debtors' bankruptcy
counsel, while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP
is the local counsel.  The Debtors' financial advisor is Jefferies
& Company Inc.  The Debtors listed assets and debts of
$100 million to $500 million.


POLAROID CORP: Domain Name Transfer Opposed by Petters Creditors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Petters Company,
Inc., et al., objects to Petters Group Worldwide, LLC's motion to
approve the transfer of the Polaroid internet domain name
registrations to Polaroid Corp., free and clear of all liens and
encumbrances.  Polaroid is a subsidiary of PGW.

A proposed sale of Polaroid's assets is pending.

The Committee said that the request of PGW does not contain
sufficient information for the Committee to analyze the proposed
transaction.  Specifically, the Committee wants to know the
circumstances of the transfer of the domain names from Polaroid to
PGW and if PGW paid any consideration for the domain names, and
the dates of those transfers.

Moreover, the Committee said the proposed order is not clear on
the procedure if PGW decides to forgo its rights to pursue
consideration.  The Committee said PGW should give notice of that
decision to the Committee, and the Committee should have the right
to object.

As reported in the Troubled Company Reporter on April 13, 2009,
Bloomberg News reported that Polaroid Corp. must try again to
auction off its assets after failing to win a judge's approval for
a
$56.3 million sale to a joint venture of two liquidation firms,
Hilco Consumer Capital LP of Toronto and Gordon Brothers Brands
LLC of Boston.  It was the second time in a week the auction was
reopened after Polaroid picked a buyer.

Private-equity firm Patriarch Partners LLC, the losing bidder at
the extended auction, filed papers April 9 saying the auction
should be reopened so it could increase its bid again to $55.7
million in cash and 15% equity in the new company valued at $9.75
million.

Patriarch argued its offer was better for Polaroid because the
liquidators planned to fire employees and halt innovation at the
company.  Judge Kishel said he would supervise another auction in
his courtroom on April 16.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of
Petters Group Worldwide, LLC.  Petters Company, Inc., and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.


POMARE LTD: Committee Wants Court to Appoint Chapter 11 Trustee
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Pomare Ltd. dba
Hilo Hattie asks the U.S. Bankruptcy Court for the District of
Hawaii to appoint a Chapter 11 trustee of the Debtor, for cause,
including but not limited to these grounds:

  -- incompetence and/or gross mismanagement of the
     Debtor either before or after the commencement of the case,
     or similar cause.

  -- appointment of a trustee is in the best interests of
     creditors, any equity holders, and other interests of the
     estate.

  -- grounds exist to convert or dismiss the case under Sec. 1112,
     but the appointment of a trustee is in the best interests of
     creditors and the estate.

Based in Honolulu, Hawaii, Pomare Ltd. dba. Hilo Hattie, makes and
sells men's clothing.  The company filed for Chapter 11 relief on
Oct. 2, 2008 (Bankr. D. Hawaii Case No. 08-01448).  Chuck C. Choi,
Esq., and James A. Wagner, Esq., at Wagner Choi & Verbrugge,
represent the Debtor as counsel.  Alexis M. McGinness, Esq., and
Ted N. Pettit, Esq., at Case Lombardi & Pettit, represent The
Official Committee of Unsecured Creditors as counsel.  In its
schedules, the Debtor listed total assets of $15,825,657, and
total debts of $13,767,047.


POMARE LTD: Creditors Wants Execs. Replaced by Trustee
------------------------------------------------------
Janis L. Magin at Pacific Business News reports that the official
committee of unsecured creditors of Pomare Ltd. has asked the U.S.
Bankruptcy Court for the District of Hawaii to appoint a trustee
to take over the management of the Company during its Chapter 11
reorganization.

Pacific Business relates that a hearing on the request is
scheduled for May 11.

The Creditors Committee said in court documents that it "has
concluded that the Debtor, as presently constituted, is unable to
manage effectively its operational and financial affairs and
reorganize under Chapter 11.  The Debtor's inability to formulate
a business and reorganization plan and make reasonable operating
projections, along with the continuing enormous operating losses
being sustained by the bankruptcy estate, mandate that a trustee
be appointed."

Pomare said in financial statements filed with the Court that it
lost about $4.6 million from October 2, 2008, through the end of
February 2009.  According to court documents, Pomare said, "Since
May 2008 when the debtor's management took control of the debtor,
the pre-petition and post-petition creditors have been forced [or
misled] to subsidize the debtor's operations.  The debtor's
inventory levels have fallen drastically, and post-petition
administrative claims have increased."

Pacific Business states that Pomare's new management team had
pinned its emergence from bankruptcy on a large flagship store at
the Royal Hawaiian Center in Waikiki, but that deal collapsed in
January 2009, after the Company missed a key deadline with
landlord Kamehameha Schools.

According to Pacific Business, Pomare didn't file a reorganization
plan within the required 120 days after filing for bankruptcy, so
any of its creditors may now file a competing plan.

Based in Honolulu, Hawaii, Pomare Ltd. dba. Hilo Hattie, makes and
sells men's clothing.  The company filed for Chapter 11 relief on
October 2, 2008 (Bankr. D. Hawaii Case No. 08-01448).  Chuck C.
Choi, Esq., and James A. Wagner, Esq., at Wagner Choi & Verbrugge,
represent the Debtor as counsel.  Alexis M. McGinness, Esq., and
Ted N. Pettit, Esq., at Case Lombardi & Pettit, represent The
Official Committee of Unsecured Creditors as counsel.


PROSPECT MEDICAL: Increased Stake Won't Affect S&P's 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Prospect Medical
Holdings Inc.'s (B-/Watch Neg/--) announcement about its increased
ownership stake in Brotman Medical Center is not resulting in any
rating action.

Prospect has announced that it increased its ownership stake in
Brotman, which officially exited from Chapter 11 bankruptcy
protection, to 72% from 33%.  Specifically, Prospect made an
additional investment of $1.8 million, and it expects to invest an
additional $700,000 in Brotman over the next six months and
consolidate the hospital's results into its financial reporting
immediately.

Key rating considerations are the anticipated effect on operations
and the resulting financial impact.  S&P believes Brotman will
effectively manage the operational risk associated with the
increased ownership, particularly because Prospect has been
directly involved with Brotman's rehabilitation during the past 18
months.

As part of Brotman's plan of reorganization, the Los Angeles
Jewish Home for the Aging provided an aggregate of about
$23.0 million in financing through a $16.0 million loan with a
two-year term and a $6.25 million loan with a three-year term.
Brotman used the proceeds of the JHA loans to repay all existing
senior secured loans, including debtor-in-possession financing.
Brotman also received a commitment from Gemino Healthcare Finance
LLC for a three-year,
$6.0 million working capital facility.  Prospect has not
guaranteed any portion of the JHA financing.  In addition, Brotman
has granted JHA an option to purchase, for cancellation of $16
million of debt, certain Brotman-owned land adjacent to the
hospital, where JHA plans to construct a senior living facility.

Although S&P does not expect that the resulting change in the
company's financial leverage attributed to this deal will be a
near-term rating driver, S&P does believe that the change in
business mix could emerge as a rating driver in the intermediate
term.  On a pro forma basis, S&P expects that hospital revenue
will account for about 55% of consolidated revenue by fiscal year-
end 2009 compared with 38% of consolidated revenue at fiscal year-
end 2008.


QUEBECOR WORLD: Awarded Multi-Year Extension by CVS Caremark
------------------------------------------------------------
Quebecor World Inc. has been awarded a multi-year extension of its
relationship with CVS Caremark Corporation.  CVS Caremark is the
world's largest provider of prescription medication offerings and
the leading retail pharmacy with over 6,900 stores nationwide.
This extension assures Quebecor World will continue to produce
100% of the CVS retail insert program as well as incremental
volume from CVS Caremark's recent acquisition of Long's Drug
Stores.

CVS Caremark utilizes the full scope of Quebecor World's premedia,
rotogravure and offset manufacturing capabilities to meet its high
volume and extensive versioning requirements.  Quebecor World's
unmatched coast-to-coast network and dual process capabilities
allow for flexible and market responsive solutions for CVS
Caremark and other leading retail marketers' insert programs.

"We are very pleased to have the opportunity to continue our work
with CVS Caremark and strengthen our strategic relationship
through new and exciting marketing initiatives," said Jacques
Mallette, President and CEO of Quebecor World.  "The extension of
our relationship solidifies our commitment to CVS Caremark's
retail insert program as well to providing innovative solutions
that support multiple CVS Caremark marketing channels."

"We acknowledge Quebecor World as a strong strategic partner for
our retail insert and related marketing programs and are excited
to proceed with our relationship," says Heidi Devlin, VP
Advertising for CVS/pharmacy.

"We value our role as a strategic partner and look forward to
helping CVS Caremark execute innovative marketing programs with
their retail insert and related print programs." said Brian
Freschi, President Quebecor World Marketing Solutions Group.
Quebecor World, a global leader in the commercial print industry,
has been a strategic partner with CVS Caremark for over 15 years.

                      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.


QUEBECOR WORLD: Renews Multi-Year Book Production Deal With Rodale
------------------------------------------------------------------
Quebecor World Inc. has signed a multi-year renewal agreement to
print hardcover and paperback books for Rodale, Inc.  Rodale
publishes highly acclaimed books on health, fitness, cooking,
gardening, spirituality, nature, the environment and more.

Under the new agreement, Quebecor World will print major portions
of Rodale's trade and direct response book business, which
includes such best-selling titles as the South Beach Diet, Flat
Belly Diet! and The Abs Diet.  The agreement also includes the
printing of "bookazines," a Rodale publication format that
combines elements of magazine and book content distributed via
newsstands.

"Rodale is a clear leader in the health and wellness publishing
market, and we are pleased to renew and extend our business
relationship," said Kevin J. Clarke, President of Quebecor World's
Publishing Services Group.

Bill Siebert, Rodale's Senior Director of Operations, praised
Quebecor World's approach to doing business: "We have had a great
partnership over the years with Quebecor World.  It is a true
partnership that fosters a spirit in which both parties work
together to define opportunities, become more efficient and
control overall costs.  We look forward to continuing this strong
relationship in the coming years."

                         About Rodale Inc.

Rodale Inc. -- http://www.rodale.com/-- is an independent book
publisher in the U.S.  The company has its major offices in New
York and Emmaus, PA.

                      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.


R.H. DONNELLEY: Exercises Grace Period for Interest Payment
-----------------------------------------------------------
R.H. Donnelley Corp. said that it would exercise a 30-day grace
period on $55 million in interest payments due April 16 on R.H.
Donnelley Corp.'s Senior Unsecured Notes, while it continues to
work on its previously announced plan to restructure all of the
company's long-term debt.

The company said that the missed interest payment does not
constitute an event of default under the bond indenture or any of
its other debt agreements unless R.H. Donnelley fails to make the
payment within 30 days of the due date, absent an extension.

The company continues to have discussions with its bondholders and
major banks about a debt restructuring plan.  While the company
remains optimistic that it can successfully restructure its
balance sheet, there can be no guarantee in this economic
environment.

The Company has experienced weak ad sales, Dow Jones News Service
reported.  Another yellow pages company, Idearc Inc., filed for
Chapter 11 protection on March 31, 2009 (Bankr. N. D. Tex. Lead
Case No. 09-31828).

R.H. Donnelly paid down $600 million in debt last year and had
$9.5 billion of debt outstanding at year's end, according to
Bloomberg.  It recently hired Lazard Ltd. to restructure its debt,
according to Dow Jones.

On April 13, R.H. Donnelley announced the appointment of Sylvester
J. Johnson as Vice President, Corporate Controller and Chief
Accounting Officer of the Company, effective immediately.  Mr.
Johnson replaces Robert J. Bush who was serving as Interim
Controller through April 10, 2009.  Mr. Johnson will be based in
the company's Cary, N.C. headquarters and report to R.H. Donnelley
Executive Vice President and Chief Financial Officer Steven M.
Blondy.

With more than 25 years of public accounting and financial
leadership experience, Mr. Johnson most recently served as vice
president and controller for 7-Eleven, Inc., a $14 billion multi-
national retailer.  Prior to joining 7-Eleven, Inc., Johnson was
vice president of finance for The Dallas Morning News, senior
finance manager for Yum! Brands Inc./Pepsico, Inc., and held
various accounting roles at PricewaterhouseCoopers.

Mr. Johnson, 49, holds a bachelor's degree in accounting from The
University of Notre Dame, and a Masters of Business Administration
from Bellarmine University in Louisville, Ky.

"Sly's proven track record speaks for itself -- he's been
successful throughout his career enhancing accounting and
financial operations at large, well-recognized enterprises," Mr.
Blondy said. "His experience and leadership make him an ideal fit
for R.H. Donnelley. We're excited to have him strengthen our
team."

"With its rich tradition and solid business model, R.H. Donnelley
is the local search leader in the markets it services," Mr.
Johnson said.  "I'm delighted to join the company - one with such
strong cash flow -- and expect to make an immediate positive
impact."

On April 14, the Board of Directors of the Company approved an
amendment to Article I, Section 2 of the Company's Fourth Amended
and Restated Bylaws, which provides that special meetings of the
stockholders may be held only upon the call of the Board, the
Chairman of the Board or the President of the Company.

                       Going Concern Doubt

KPMG LLP, the Company's independent auditor, in March 2009, raised
substantial doubt on the Company's ability to continue as a going
concern.  "The Company has significant amounts of maturing debt
which it may be unable to satisfy commencing March 31, 2010,
significant negative impacts on operating results and cash flows
from the overall downturn in the global economy and higher
customer attrition, and possible debt covenant violations in 2009
that raise substantial doubt about its ability to continue as a
going concern," KPMG said in its March 27 report.

R.H. Donnelley reported a net loss of $2.29 billion for the year
ended December 31, 2008, on net revenues of $2.61 billion.  As of
December 31, the Company had $11.8 billion in total assets and
$12.3 billion in total liabilities, resulting in $493.3 million in
shareholders' deficit.

                       About R.H. Donnelley

Headquartered in Cary, North Carolina, R.H. Donnelley Corp., fka
The Dun & Bradstreet Corp., -- http://www.rhdonnelley.com/--
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                          *     *     *

As reported by the Troubled Company Reporter on February 16, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating for R.H. Donnelley Corp. by three notches to 'CCC+' from
'B+'.  S&P said that the rating outlook is negative.

According to the TCR on February 11, 2009, Moody's Investors
Service downgraded R.H. Donnelley's Corporate Family Rating to
Caa1 and its Probability of Default Rating to Caa2, prompted by
concerns that the company may determine that a complete debt
restructuring represents the best alternative of addressing its
currently challenged capital structure.


R.H. DONNELLEY: Moody's Downgrades Corporate Family Rating to 'Ca'
------------------------------------------------------------------
Moody's Investors Service has downgraded R.H. Donnelley
Corporation's Corporate Family Rating to Caa2 and its Probability
of Default Rating to Ca, following the company's announcement that
it will miss a scheduled coupon payment due.

The downgrade of the PDR to Ca reflects Moody's heightened concern
that the company will soon determine that a pre-packaged
bankruptcy, distressed exchange and/or other restructuring
measures likely represent the optimal solution to re-align the
company's over-leveraged balance sheet, and that market conditions
may now be ripe for the same.  The company's announcement that it
will miss a scheduled coupon payment does not yet constitute an
event of default according to Moody's, as the terms of the
indenture governing these senior unsecured notes provides the
company with a 30 day grace period.  Nonetheless, Moody's would
likely view a failure to make this payment by the end of the grace
period as a default.

The downgrade of the CFR to Caa2 also incorporates the near-term
pressure presented by tightening financial maintenance covenants
of R.H. Donnelley Inc. and Dex Media West as well as a substantial
funding gap posed by a sizeable step-up in the level of R.H.
Donnelley Inc.'s requisite term loan amortization payments to more
than $200 million per quarter starting in Q1 2010, which is
further exacerbated by the August 2010 maturity of approximately
$385 million of maturing Dex West notes.  Moreover, the rating
incorporates Moody's view that in the event of a default,
debtholders would receive above average recovery, especially
creditors of the operating companies -- R.H. Donnelley Inc., Dex
Media East, and Dex Media West.

The downgrade of the liquidity rating to SGL-4 from SGL-3 is
largely driven by Moody's view that the company's relatively high
cash balance and attractive (though diminishing) free cash flow
will be insufficient to accommodate its debt service funding
requirements over the near-to-intermediate term.

The ratings continue to broadly reflect R.H. Donnelley's
persistently high leverage, its vulnerability to weakened market
conditions facing the yellow pages publishing business, the
increasing threat posed by competing directory publishers and web-
based directory service providers in virtually all of its markets,
the lack of equity support provided to debtholders (following a
substantial decline in the market value of the company's equity),
and the dependence of the holding companies (R.H. Donnelley
Corporation and Dex Media, Inc.) upon the receipt of continued
covenant-compliant restricted payments from the three major
operating companies in order to service their obligations.

The continuing negative rating outlook underscores Moody's concern
that, over the intermediate term, R.H. Donnelley will likely
experience substantially higher levels of customer payment
delinquencies and non-renewals as recessionary conditions continue
to grip all of its markets as well as the increasing likelihood of
default.

Of note, the standalone financial metrics of Dex Media East, Dex
Media West and R.H. Donnelley Inc. are materially stronger than
those of the consolidated entity.  While Dex Media East faces no
unmanageable debt maturities until 2014, Dex Media West's $385
million notes mature in August 2010, and as previously noted R.H.
Donnelley Inc.'s scheduled term loan payments step up to $209
million per quarter starting at the end of March 2010.  Moody's
considers that both Dex Media West and R.H. Donnelley Inc. will be
challenged to meet these repayment obligations, absent an
amendment.  In the event of a complete restructuring of the
consolidated entities, Moody's will consider assigning CFRs to
each of these three companies to reflect their businesses on a
standalone basis.  Moody's considers that each of the operating
companies currently represents an acceptable level of refinancing
risk; however, lenders are likely to accommodate such refinancing
only in exchange for more stringent terms and at a significantly
higher cost.

Details of the rating actions are:

Ratings downgraded:

R. H. Donnelley Corporation

* Corporate Family rating -- to Caa2 from Caa1

* PDR -- to Ca from Caa2

* Speculative Grade Liquidity rating -- to SGL-4 from SGL-3

* 6.875% senior notes due 2013 -- to Ca, LGD4, 54% from Caa3,
LGD5,
  70%

* 6.875% Series A-1 senior discount notes due 2013 -- to Ca, LGD4,
  54% from Caa3, LGD5, 70%

* 6.875% Series A-2 senior discount notes due 2013 -- to Ca, LGD4,
  54% from Caa3, LGD5, 70%

* 8.875% Series A-3 senior notes due 2016 -- to Ca, LGD4, 54% from
  Caa3, LGD5, 70%

* 8.875% series A-4 senior notes due 2017 -- to Ca, LGD4, 54% from
  Caa3, LGD5, 70%

Dex Media West LLC

* 9.875% senior subordinated notes due 2013 -- to Caa2, LGD2, 21%
  from Caa1, LGD3, 33%

Dex Media Inc.

* 8% senior unsecured global notes due 2013 -- to Caa3, LGD3, 30%
  from Caa2, LGD3, 44%

* 9% senior discount global notes due 2013 - to Caa3, LGD3, 30%
  from Caa2, LGD3, 44%

Ratings Affirmed

R.H. Donnelley Inc.

* Senior secured revolving credit facility due 2009/2011 -- B1,
  LGD1, 4%

* Senior secured term loan D due 2011 -- B1, LGD1, 4%

* 11.75% senior unsecured notes due 2015 -- B3, LGD2, 14%

Dex Media East LLC

* Senior secured revolving credit facility due 2013 -- B1, LGD1,
  4%

* Senior secured term loan A due 2013 -- B1, LGD1, 4%

* Senior secured term loan B due 2014 -- to B1, LGD1, 4%

Dex Media West LLC

* Senior secured revolving credit facility due 2013 -- B1, LGD1,
  4%

* Senior secured term loan A due 2013 -- B1, LGD1, 4%

* Senior secured term loan B due 2014 -- B1, LGD1, 4%

* 8.5% senior unsecured notes due 2010 -- B3, LGD2, 14%

* 5.875% senior unsecured notes due 2011 -- B3, LGD2, 14%

The rating outlook remains negative.

The last rating action occurred on February 9 2009, when Moody's
downgraded R.H. Donnelley's CFR to Caa1 and PDR to Caa2.

R.H. Donnelley's ratings were assigned by evaluating factors
Moody's believe are relevant to the credit profile of the issuer,
such as i) the business risk and the competitive position of the
company versus others in its industry, ii) the capital structure
and the financial risk of the company, iii) the projected
financial and operating performance of the company over the near-
to-intermediate term, and iv) management's track record and
tolerance of risk.  These attributes were compared against other
issuers both within and outside of R.H. Donnelley's core industry
and R.H. Donnelley's ratings are believed to be comparable to
those of other issuers of similar credit risk.

Headquartered in Cary, North Carolina, R.H. Donnelley is one of
the largest U.S. yellow page directory publishing companies.  The
company reported revenues of approximately $2.6 billion in 2008.


R.H. DONNELLEY: Wary of Bankruptcy Filings by Telecom Partners
--------------------------------------------------------------
In its Annual Report on Form 10-K for the year ended December 31,
2008, R.H. Donnelley Corp. did not discount the possibility of its
any of its telecommunications partners filing for bankruptcy.

"In any such proceeding, our agreements with Qwest, Embarq and
AT&T, and our respective rights and the respective ability to
provide the services under those agreements, could be materially
adversely impacted," the Company said.

R.H. Donnelley noted that Qwest is currently highly leveraged and
has a significant amount of debt service obligations over the near
term and thereafter.  In addition, Qwest has faced and may
continue to face significant liquidity issues as well as issues
relating to its compliance with certain covenants contained in the
agreements governing its indebtedness.  Based on Qwest's public
filings and announcements, Qwest has taken measures to improve its
near-term liquidity and covenant compliance.  However, Qwest still
has a substantial amount of indebtedness outstanding and
substantial debt service requirements.  Consequently, it may be
unable to meet its debt service obligations without obtaining
additional financing or improving operating cash flow.

"Embarq is a relatively new public company with a significant
amount of debt that could suffer some of these same liquidity and
debt service issues.  In October 2008, Embarq entered into an
agreement to be acquired by CenturyTel, Inc., a leading provider
of communications, high-speed Internet and entertainment services.
It is expected that the proposed acquisition, which is subject to
regulatory and other closing conditions and is not scheduled to
close until the second quarter of 2009, would strengthen Embarq's
overall financial condition," the Company said.

"While AT&T is presently a stronger company financially than
either Qwest or Embarq, it is possible that, due to the long term
nature of our agreements with them, they could suffer similar
financial issues during the term of our agreements with them," the
Company continued.

According to the Company, in the event of a bankruptcy filing by
its partners, a bankrupt trade partner, or a trustee acting on
that partner's behalf, could seek to reject the parties'
agreements with them as "executory" contracts under U.S.
bankruptcy law, thus allowing them to avoid their obligations
under such contracts.  Loss of substantial rights under these
agreements could effectively require the Company to operate its
business as an independent directory business, which could have a
material adverse effect on the Company.

The Company also noted that a bankrupt trade partner or its
trustee could seek to sell certain of the partner's assets,
including the assets relating to their local telephone business,
to third parties pursuant to the approval of the bankruptcy court.
In such case, the purchaser of any such assets might be able to
avoid, among other things, the Company's rights under the
respective directory service license and publishing agreements,
trademark license agreements and non-competition agreements with
the telecommunications partners.

In the case of Qwest, R.H. Donnelley said it may have difficulties
obtaining the funds collected by Qwest on its behalf pursuant to
the billing and collection service agreements at the time
bankruptcy proceeding is instituted, although pursuant to such
agreements, Qwest prepares settlement statements 10 times per
month for each state in the Qwest States summarizing the amounts
due to Dex Media East and Dex Media West and purchases Dex Media
East's and Dex Media West's accounts receivable billed by it
within approximately nine business days following such settlement
date.  Further, if Qwest continued to bill its customers pursuant
to the billing and collection services agreement following any
bankruptcy filing, customers of Qwest may be less likely to pay on
time, or at all, bills received, including the amount owed to the
Company.

                       Going Concern Doubt

KPMG LLP, the Company's independent auditor, in March 2009, raised
substantial doubt on the Company's ability to continue as a going
concern.  "The Company has significant amounts of maturing debt
which it may be unable to satisfy commencing March 31, 2010,
significant negative impacts on operating results and cash flows
from the overall downturn in the global economy and higher
customer attrition, and possible debt covenant violations in 2009
that raise substantial doubt about its ability to continue as a
going concern," KPMG said in its March 27 report.

R.H. Donnelley reported a net loss of $2.29 billion for the year
ended December 31, 2008, on net revenues of $2.61 billion.  As of
December 31, the Company had $11.8 billion in total assets and
$12.3 billion in total liabilities, resulting in $493.3 million in
shareholders' deficit.

                       About R.H. Donnelley

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (OTC: RHDC) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley's Dex Media,
Inc. and Local Launch, Inc. are the company's only direct wholly
owned subsidiaries.

                          *     *     *

As reported by the Troubled Company Reporter on February 16, 2009,
Standard & Poor's Ratings Services lowered its corporate credit
rating for R.H. Donnelley Corp. by three notches to 'CCC+' from
'B+'.  S&P said that the rating outlook is negative.

According to the TCR on February 11, 2009, Moody's Investors
Service downgraded R.H. Donnelley's Corporate Family Rating to
Caa1 and its Probability of Default Rating to Caa2, prompted by
concerns that the company may determine that a complete debt
restructuring represents the best alternative of addressing its
currently challenged capital structure.


RAILPOWER TECHNOLOGIES: Reduces Workforce, May Liquidate
--------------------------------------------------------
Railpower Technologies Corp. has yet to file its audited financial
statements, management's discussion and analysis and related CEO
and CFO certifications for the year ended December 31, 2008.  The
report was originally due March 31, 2009.

Railpower last week said it is reducing its workforce by a further
50%, from 78 to 39 employees.  Despite making all efforts to
secure the continued viability of its operations, Railpower
remains under the protection of the Companies' Creditors
Arrangement Act (Canada) and its ability to continue as a going
concern is uncertain.  Railpower may have no other alternatives
than to initiate liquidation procedures.

In these circumstances, the Corporation has decided to cease its
active operations.  The remaining employees are those whose
presence is required to maintain Railpower's minimum day-to-day
operations and to support the development of available
alternatives.

In addition, the Quebec Superior Court has authorized Railpower to
pay an amount of $13 million from its cash on hand to the Court-
appointed monitor, Ernst & Young Inc. to be held in trust on
behalf of Railpower's main creditor, to be released to Railpower's
main creditor as to $12 million (plus interest earned) upon
receipt by the monitor of a legal opinion confirming the validity
and opposability of the security in favour of Railpower's main
creditor and as to $1 million (plus interest earned) upon the
granting of written releases by the creditors of Railpower having
a claim ranking prior to Railpower's main creditor's claim with
respect to the cash on hand.

The Quebec Superior Court has issued an order providing Railpower
with an additional period of protection under the CCAA.  The
initial order, which was first granted under the CCAA in favor of
Railpower on February 4, 2009, has now been extended until April
20, 2009, during which time creditors and other third parties will
continue to be stayed from taking steps against Railpower.

The purpose of the stay of proceedings is to provide Railpower
with an opportunity to develop a comprehensive business
restructuring plan for consideration by its creditors and the
Quebec Superior Court.

Railpower's securities were delisted from the TSX at the close of
business on April 6, 2009.

The Company has said that, the event any additional protection
extension under the CCAA is sought, it intends to request that the
court relieve Railpower of any obligation to call and hold an
annual meeting of shareholders on or before June 30, 2009, and
extend the delay for the calling and holding of such meeting.

Railpower Technologies Corp. -- http://www.railpower.com/-- is
engaged in the development, construction, marketing and sales of
high performance, clean locomotives and power plants for the
transportation and related industries.  Railpower has designed and
is marketing a range of locomotives for the North American low and
medium horsepower locomotive market.  It has also designed and is
marketing hybrid power plants for rubber tyred gantry cranes (Eco-
Cranes(R)). Its technologies have broader potential and
applications in other markets and industries.


RAVELLO LANDING: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ravello Landing, LLC
        2850 W. Horizon Ridge Pkwy., Suite 227
        Henderson, NV 89052

Bankruptcy Case No.: 09-15672

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

                  See http://ravellolanding.com/

Chapter 11 Petition Date: April 14, 2009

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Brigid M. Higgins, Esq.
                  bankruptcynotices@gordonsilver.com
                  Gordon & Silver, Ltd.
                  3960 Howard Hughes Parkway, 9th flr.
                  Las vegas, NV 89109
                  Tel: (702) 796-5555

Total Assets: $30,162,526

Total Debts: $16,154,355

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Greg Provenzano                promissory note   $88,125
16602 Flying Jib Road
Cornelius, NC 28031

Rahul Thacker MD MHA           promissory note   $31,870
396 Cliff Dive
Laguna Beach, CA 92651-90274

Sarpbaul Bhalia                promissory note   $30,000
714 Via La Cuesta
Palos Verdes Peninsula, CA
90274

Mona Family Truste             promissory note   $20,000

United AMS                     financial svcs.   $15,384

Arvinder & Ish Brara           promissory note   $15,000

Prakash Family Truste          promissory note   $15,000

Touraj & Parand Habishi        promissory note   $11,250

Da Mountain LLC                promissory note   $11,250

Rahul Thacker MD MHA           promissory note   $11,000

Sarphaul Bhalla                promissory note   $10,000

Santoro Driggs Walch           legal fees        $9,731

Robert O. McMaster             promissory note   $9,375

Richard Bell                   promissory note   $7,500

Rahul Thacker MD MHA           promissory note   $6,000

BJ & Lena Raval                promissory note   $5,625

Pramond C. Patel               promissory note   $5,625

Clark County Assessor                            $5,224

Kirit & Gita Rajyaguru         promissory note   $3,750

The petition was signed by Michael Mahban.


RAYMOR INDUSTRIES: Creditor Repayment Plan Up For Vote on April 30
------------------------------------------------------------------
Raymor Industries Inc. has, through KPMG Inc., trustee of Raymor,
filed a proposal to its unsecured creditors under the Bankruptcy
and Insolvency Act.  The meeting at which the Creditors will vote
on the Proposal will be held on April 30, 2009.

The Proposal provides for a maximum of $750,000 to be distributed
in this manner:

   a) All the Creditors will receive a maximum amount of a
      $1,000 or, if the value of a Creditor's debt is less than
      $1,000, an amount covering its debt.  The amounts will be
      awarded to the Creditors 60 days following approval of the
      settlement by the Court;

   b) With regards to the balance, each unsecured creditor will be
      paid on a pro rata basis of the Balance of the Debt.

The unsecured creditors will have the option of:

   i) being paid their Balance of the Debt in four equal cash
      payments payable every 90 days, as of December 15, 2009,
      until September 15, 2010; or

  ii) advising the Trustee before November 15, 2009, that they
      wish to participate in a shares for debt transaction in
      accordance with Policy 4.3 of the TSX Venture Exchange by
      converting 100% of their Balance of the Debt into units of
      Raymor.

Each Unit will have a value of $0.15 and will consist of one
common share and one common share purchase warrant.  Each common
share purchase warrant will entitle the holder to acquire one
additional common share of Raymor at a price of $0.25 per share
for a period of 12 months expiring on November 15, 2010.  In lieu
of Units, the insiders will be entitled to common shares of
Raymor, subject to the above-mentioned terms which are otherwise
applicable.

To be eligible to participate in the Transaction, the Creditors
will have to complete a form entitled "Option to Convert" attached
to the Proposal and return it to the Trustee before November 15,
2009.  The common shares and the common share purchase warrants
issuable pursuant to the Transaction will be delivered after
November 15, 2009.  The Transaction is subject to receipt of all
necessary approvals from the TSX Venture Exchange.

The common shares of Raymor remain suspended from trading on the
TSX Venture Exchange.  Raymor is currently taking the necessary
steps to reinstate the trading of its common shares.

                     About Raymor Industries

Based in Boisbriand, Quebec, Raymor Industries, Inc. (CA:RAR)
develops single-walled carbon nanotubes, nanomaterials and other
advanced materials for high value-added applications.  Raymor
Industries operates three wholly-owned, industrial subsidiaries,
Raymor Nanotech, Raymor Aerospace and AP&C Advanced Powders and
Coatings, specializing in nanotechnology and advanced materials,
and comprising four divisions: (1) nanotechnology products,
including nano-powders, nano-coatings, and single-walled carbon
nanotubes (C-SWNT) for "the applications of tomorrow"; (2) thermal
spray coatings, which largely targets military, aeronautical,
aerospace, specialized industrial, and mining applications; (3)
spherical metallic powders, primarily used for biomedical and
aerospace applications; and (4) net-shape forming, a component
manufacturing technique used for ballistic protection and other
aerospace and military applications.  Raymor holds the exclusive
rights to more than 20 patents throughout the world, with other
patents pending.

Raymor Industries Inc. and some of its subsidiaries filed on
January 16, 2009, with the official receiver a notice of intention
to make a proposal under the Bankruptcy and Insolvency Act.  The
filing is intended to facilitate the Company's ability to
successfully implement a restructuring plan.  Raymor is required
to file its proposal within 30 days unless an extension is granted
by the courts.

Also on January 16, Raymor received from its principal financial
institution a Notice to Enforce a Security under the article
244(1) of the Bankruptcy and Insolvency Act.  A second Notice to
Enforce a Security was received by SE Techno Plus Inc., a
subsidiary of Raymor Aerospace, from its financial institution
requesting the full repayment of its obligation.


REFCO INC.: Judge Dismisses $2 Billion Suit Vs. Banks
-----------------------------------------------------
Thom Weidlich of Bloomberg News reports that the Bank of America
Corp., Deutsche Bank AG, Credit Suisse Group AG and other
defendants won their bids to dismiss a lawsuit seeking $2 billion
on behalf of Refco Inc. creditors.

According to Bloomberg, U.S. District Judge Gerard E. Lynch in
Manhattan ruled on April 14 that Marc Kirschner, a trustee for
Refco's bankrupt estate, couldn't bring the case against the
investment banks and advisers.

"Because a trustee cannot sue to recover for a wrong undertaken by
the debtor itself, the motions to dismiss will be granted in their
entirety," Judge Lynch wrote in his opinion.

The report relates that Mr. Kirschner, appointed by a U.S.
bankruptcy judge to recover money for Refco creditors through a
litigation trust, sued in Illinois state court in Chicago in
August 2007. The complaint asserted claims including breach of
fiduciary duty, aiding and abetting breach of fiduciary duty,
fraud and malpractice. The case was moved to federal court in New
York.

"We're disappointed in the decisions and we don't think they
reflect proper application of the law to the claims set forth in
our complaints," Richard I. Werder Jr., a lawyer for Mr. Kirschner
at Quinn Emanuel Urquhart Oliver & Hedges LLP in New York, said in
a telephone interview. "We are considering how to proceed."

                    About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/
-- is a diversified financial services organization with
operations in 14 countries and an extensive global institutional
and retail client base.  Refco's worldwide subsidiaries are
members of principal U.S. and international exchanges, and are
among the most active members of futures exchanges in Chicago,
New York, London and Singapore.  In addition to its futures
brokerage activities, Refco is a major broker of cash market
products, including foreign exchange, foreign exchange options,
government securities, domestic and international equities,
emerging market debt, and OTC financial and commodity products.
Refco is one of the largest global clearing firms for
derivatives.  The company has operations in Bermuda.

The company and 23 of its affiliates filed for Chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represented the Debtors in their restructuring efforts.
Milbank, Tweed, Hadley & McCloy LLP, represented the Official
Committee of Unsecured Creditors.  Refco reported US$16.5 billion
in assets and US$16.8 billion in debts to the Bankruptcy Court on
the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on Dec. 15, 2006.  That Plan became effective on Dec. 26,
2006.

Pursuant to the plan, RJM, LLC, was named plan administrator to
reorganized Refco, Inc. and its affiliates, and Marc S. Kirschner
as plan administrator to Refco Capital Markets, Ltd.  (Refco
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RICE ACCEPTANCE: Files for Chapter 11 in Alabama
------------------------------------------------
Rice Acceptance Co. sought bankruptcy protection from creditors
under Chapter 11.

The Company, which filed its bankruptcy petition in Alabama,
didn't cite a reason for the filing, Carla Main of Bloomberg said.

The Montgomery, Alabama-based bank said its assets range from
$1 million to $10 million and its debt is between $10 million and
$50 million.  Rice Acceptance said it has more than 200 unsecured
creditors.

Rice Acceptance Co., is an Alabama mortgage and consumer lending
company that did business under the name Rice Banking Co.,
The Company filed for Chapter 11 on April 15 (Bankr. M.D. Alabama
Case No. 09-31003).


SAMSON OIL: Going Concern Doubt Cues Re-Issuance of Audit Report
----------------------------------------------------------------
Samson Oil & Gas Limited has said its audit report and financial
statements, as included in its Annual Report on Form 20-F for the
fiscal year ended June 30, 2008, have been re-issued to note the
existence of substantial doubt as to Samson's ability to continue
as a going concern.  This announcement is in compliance with the
NYSE Amex Company Guide Rule 610(b) requiring a public
announcement of the receipt of an audit opinion that indicates
uncertainty as to the going concern of the company.  This
announcement does not reflect any change or amendment to the
consolidated financial statements as filed.

Samson Oil said the re-issuance arose out of a violation of one of
its covenants under its credit facility with Macquarie Bank
Limited as of December 31, 2008.  As of March 25, 2009, Macquarie
granted a waiver in respect of this covenant, and therefore the
Company's debt is in good standing with Macquarie.  However, due
to uncertainty with respect to future compliance with the debt
facility, the uncertainty with respect to the Company's ability to
continue as a going concern remains.

The covenant at issue requires the company's Proved Developed
Producing reserve value to exceed the outstanding loan amount by
20%.  The forward price curve in this test is discounted by 5%.
The breach was caused by the dramatic price drop of both oil and
natural gas which occurred in the later part of 2008.

Macquarie has included a number of conditions in this waiver,
including entering into additional hedging arrangements, some of
which have already been put in place.  Additional hedges with
respect to oil production and natural gas production have also
been entered into.

In addition, Macquarie has agreed to take an equity position in
Samson in exchange for its options under the credit facility which
will when fully effected amount to a 15% holding.

Samson Oil explained that the re-issuance of the June 2008 audit
report and financial statements was required in light of the
Company's need to incorporate the financial statements and the
related audit opinion into a Form F-3 secondary registration
statement to be filed in the near future.

Samson's Ordinary Shares are traded on the Australian Securities
Exchange under the symbol "SSN."  Samson's American Depository
Receipts are traded on the NYSE Amex under the symbol "SSN," and
each ADR represents 20 fully paid Ordinary Shares of Samson.

                         About Samson Oil

With offices in Perth, Western Australia, and Lakewood, Colorado
Samson Oil & Gas Limited -- http://www.samsonoilandgas.com/-- is
a company limited by shares, incorporated on April 6, 1979 under
the laws of Australia.  The Company's principal business is the
exploration and development of oil and natural gas properties in
the United States, currently focused on the Rocky Mountain region.
The Company does not operate any of its material, producing
properties; rather, it owns a working interest in each property
and has entered into operating agreements with third parties under
which the oil and gas are produced and sold.

In early 2005, Samson entered the United States oil and gas market
by the acquisition of a control position in Kestrel Energy Inc., a
Colorado corporation, and increased its holdings from 78.8% of
Kestrel's outstanding shares at June 30, 2005 to 93.7% at June 30,
2006.  The Kestrel acquisition signaled a change in its business
strategy, whereupon the Company moved from holding investments in
resources companies to active oil and gas exploration, production
and development in the United States.  Kestrel was subsequently
merged with and into Samson's other wholly-owned subsidiary,
Samson Oil and Gas USA, Inc., a Colorado corporation, effective
March 5, 2007.


SANTA ROSA BAY: Fitch Junks Rating on 1996 Revenue Bonds
--------------------------------------------------------
Fitch Ratings downgrades its underlying rating on approximately
$114 million in outstanding Santa Rosa Bay Bridge Authority (the
authority), Florida, revenue bonds, series 1996 to 'CCC' from 'BB-
'.  The Rating Outlook is Negative.  A 'CCC' category rating means
that default is a real possibility and capacity for meeting
financial commitments is solely reliant upon sustained, favorable
business or economic conditions.  The authority's revenue
generating asset is the Garcon Point Bridge, which traverses the
Pensacola Bay from Garcon Point on the mainland to the Gulf Breeze
Peninsula to the south.  The toll facility extends from US 98 in
the south to I-10 in the north, covering approximately 12 miles.

The 'CCC' rating reflects the increasingly poor traffic and
revenue performance and weak financial profile of the Garcon Point
Bridge; repeated draws on debt service reserves by the authority
in order to meet obligations; lack of clear management guidance to
deal with declining traffic and escalating debt service; existence
of free competing facilities; and reliance on Florida Dept. of
Transportation for operating support.

The Negative Outlook reflects the expectation that near- to
medium-term debt obligations will fully exhaust the debt service
reserve in the next two to three years; and continued negative
pressure on traffic and revenues due to the overall economic
downturn that could accelerate reserve depletion. It is also
uncertain that higher toll increases would be revenue positive, as
Fitch views the current toll levels as at or close to the
facility's revenue maximization point.

Year-over-year traffic declines since July 2007 resulted in the
authority being placed on Rating Watch Negative in February 2008.
Since this time, traffic has continued to decline (down 13.3%
year-over-year for fiscal 2008, down 9.9% for the first half of
2009), and management has not provided the necessary changes to
enhance revenue or explore refinancing options.  Overall traffic
has been considerably lower than the original plan of finance,
with the authority's initial 1996 forecast projecting 3.2 million
transactions in fiscal 2008 versus actual performance of 1.4
million, approximately 45% of originally forecasted levels.
Following some improvement in 2004-2006, traffic stagnated in 2007
with 0.3% growth, and declined 13.3% in 2008.  This reversal
largely reflects declines in the Florida economy and housing
market, rising fuel prices, the July 2007 toll increase, and the
reopening of the toll-free I-10 Bridge.  Fitch expects further
traffic and revenue erosion in 2009 and 2010.  Three $0.25 toll
increases, planned for 2011, 2014, and 2017, partially mitigate
revenue shortfalls, but are insufficient to meet debt service
requirements in the near to medium term. Furthermore, with the
existence of two free alternative routes (Pensacola Bay Bridge/US
98 to West, and State Route 87 to the East, which is currently
being expanded from two lanes to four), ratemaking ability is
increasingly limited.

Fiscal 2006 and 2007 are the only years since 2001 that the
authority did not use its debt service reserve fund to pay current
debt service.  In those years, operating revenues in conjunction
with investment earnings provided approximately 1.00 times (x)
coverage of debt service.  Approximately $4.1 million was drawn
down between fiscal 2002-2008, reducing the reserve fund to $5
million as of fiscal 2008.  Under Fitch's base and stress
scenarios which reflect the planned 2011, 2014, and 2017 toll
increases, the debt service reserve will be fully drawn by the end
of fiscal 2011.  Fitch's analysis suggests that barring annual
traffic growth of 6% or greater over the next 20 years, the bonds
will default.

Under a lease purchase agreement with the authority, FDOT pays
operating and maintenance (O&M) expenses for the bridge and remits
all tolls collected to the authority as lease payments.  The term
of the lease runs through the life of the bonds and terminates in
2028, at which point FDOT will own the bridge.  Though the current
agreement states that FDOT is to be reimbursed annually from toll
revenues for payment of O&M, these reimbursements are deeply
subordinated to debt service and roll over to These year should
sufficient revenues be unavailable.  FDOT has paid O&M expenses
since the project's inception and is expected to do so for the
foreseeable future.  The authority's total liability to FDOT to
date includes O&M advances of $12.8 million accrued as long-term
debt and $7.9 million from non-interest-bearing Toll Facility
Revolving Trust Fund loans made to the authority to cover initial
bridge design costs.


SANTEE VILLAGE: Case Summary & 28 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Santee Village Partners, LLC
        c/o Patriot Santee LLC
        736-746 South Los Angeles Street
        Los Angeles, CA 90014
        Tel: (214) 665-3200

Bankruptcy Case No.: 09-18735

Chapter 11 Petition Date: April 14, 2009

Court: Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Michael S. Kogan, Esq.
                  mkogan@ecjlaw.com
                  Ervin Cohen & Jessup LLP
                  9401 Wilshire Blvd., 9th Floor
                  Beverly Hills, CA 90212-2974
                  Tel: (310) 273-6333
                  Fax: (310) 859-2325

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Santee Village Condominium     trade             $1,229,597
Association Association
7461738 S. Los Angeles Street
Los Angeles, CA 90014
Attn: Albert Gardea
Tel: (626) 399-3707

Kizyman Enterprises, Inc.      trade             $42,503
11111 Sheldon St.
Sun Valley, CAL 91352-1115

Nicole Rodgers & Todd                            $20,267
Blickenstaff
215 W. 7th St. #412
Los Angeles, CA 90014

Samuel & Jenny Kuo Patricia                      $15,061

Eileen Bartholomew                               $14,508

Jonathan Park                                    $13,218

Erika Aklufi                                     $13,061

Jacinth Geoghagen                                $12,744

Marshall Mintz                                   $12,559

Kizyman Enterprises, Inc.      trade             $10,502

Brodie & Karen Sadahiro                          $9,119

Salvador & Sylvia Gadoy                          $6,372

Mohan & Savi Kumaratne                           $5,793

Nathan Buckley                                   $5,603

Eric Godoy                                       $5,213

Jeanie Kim                                       $5,043

Leontine Chung                                   $3,567

Elena Canlas                                     $3,491

Cecila Maffini-Hughes                            $3,491

Christopher Mammarelli                           $3,482

Ronert E. Lentz                                  $3,425

Gary Long                                        $3,425

Ramoncito Mella                                  $3,425

Rich Moody                                       $2,644

Agnes M. Ortiz                                   $3,425

Michael Marina & Patrick Tran                    $3,004

Kristopher O. Vaca                               $2,677

Elliot Schmalz                                   $2,676

The petition was signed by Charles W. Cargill.


SCHIAPPA FOODS: Files for Bankruptcy in Florida
-----------------------------------------------
Schiappa Foods Corp., a Florida Arby's franchisee, filed for
Chapter 11 before the U.S. District Court, Southern District of
Florida (West Palm Beach).

Carla Main of Bloomberg said Schiappa Foods listed assets of
between $1 million to $10 million, and debts of $10 million to
$50 million.  The Company said it had at least 200 creditors.  Its
20 largest unsecured creditors include Meadowbrook Meat Co., owed
$120,000, Fort Steuben Management, owed $186,000, and Teresa
Schiappa, owed $678,000, according to court filings.

The Palm Beach Gardens, Florida-based Schiappa Foods Corp.
operates 15 Arby's franchises in leased locations throughout
Florida.  The Company filed for Chapter 11 on April 15, 2009
(Bankr. S.D. Fla. Case No. 09-16809).


SEALY CORP: S&P Assigns 'B+' Initial Senior Unsecured Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
senior unsecured debt rating (the same as the corporate credit
rating on Sealy Corp.) and preliminary 'B-' subordinated debt
rating (two notches below the corporate credit rating) to Sealy
Corp.'s Rule 415 universal shelf filing.  The new shelf has a $1
billion maximum aggregate offering amount and an indeterminate
number of debt securities.  The corporate credit rating on
Trinity, North Carolina-based Sealy is 'B+'.  The outlook is
negative.  As of March 1, 2009, Sealy had about
$746.7 million of debt.

The preliminary shelf ratings assume that additional indebtedness
issued at the senior unsecured level would likely result in
Sealy's current subordinated debt rating dropping to the 'B-'
level.  However, if the company were to issue additional secured
debt, S&P would re-evaluate all existing and preliminary issue
level ratings.

"The speculative-grade ratings on Sealy reflect the company's
narrow business focus, vulnerability to reduced discretionary
spending in economic downturns, and highly leveraged financial
profile," said Standard & Poor's credit analyst Rick Joy.
Standard & Poor's rates Sealy on a consolidated basis with its
wholly owned operating subsidiary, Sealy Mattress Co. (For the
latest complete corporate rating rationale, see Standard & Poor's
research update on Sealy, published on Dec. 23, 2008.)

                           Ratings List

                            Sealy Corp.

            Corp. credit rating           B+/Negative/--

                         Ratings Assigned

           Senior unsecured shelf rating (prelim)    B+
           Subordinated shelf rating (prelim)        B-


SIRIUS XM: S&P Raises Corporate Credit Rating to 'CCC+
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis) to 'CCC+' from
'CCC'.  In accordance with this rating change, S&P also raised its
issue-level ratings on the companies' debt by one notch (with the
exception of Sirius XM's senior unsecured notes, which were
affirmed at 'CCC-').  All of these ratings were removed from
CreditWatch, where S&P placed them with positive implications on
Feb. 17, 2009.  The corporate credit rating outlook is stable.

Also, S&P revised the recovery rating on Sirius XM's 9.625% and
3.25% senior unsecured notes to '6', indicating S&P's expectation
of negligible (0% to 10%) recovery for noteholders in the event of
a payment default, from '5'.  The issue-level rating on this debt
was affirmed at 'CCC-' (two notches lower than the 'CCC+'
corporate credit rating on the company) in accordance with S&P's
criteria for '6' recovery rating.

At the same time, S&P assigned XM Satellite Radio Holdings Inc.'s
$172.5 million 14% senior secured pay-in-kind notes due 2011 an
issue-level rating of 'CCC'(one notch lower than the 'CCC+'
corporate credit rating on the company) with a recovery rating of
'5', indicating S&P's expectation of modest (10% to 30%) recovery
for noteholders in the event of a payment default.

"The ratings upgrade reflects our increased comfort with the
company's near-term liquidity needs following the refinancing of
its significant 2009 debt maturities largely to 2011, following
Liberty Media Corp.'s recent $530 million investment in Sirius and
its subsidiaries in the form of a loan and 40% equity interest,"
said Standard & Poor's credit analyst Hal Diamond.  "We attribute
no credit support from Liberty Media."

The rating on New York City-based Sirius XM Radio reflects the
company's substantial debt load, historically large EBITDA losses,
and discretionary cash flow deficits.  The operating synergies and
cost-saving opportunities arising from the July 2008 acquisition
of XM Satellite Radio Holdings, Sirius' only direct competitor,
partially offsets these factors.  Sirius' $5.7 billion stock
purchase of XM more than doubled the company's subscriber base and
eliminated the intense competition for subscribers and overbidding
for programming contracts that had impeded profitability.

S&P believes the company could achieve significant operating cost
savings, though it may be challenged to meet its financial target
of exceeding $300 million in EBITDA in 2009.  Still, debt to
EBITDA would be very steep, at roughly 11x at year-end 2009, based
on the company's debt balances at Dec. 31, 2008.


SIX FLAGS: Misses Interest $7-Mil. Interest Payment for Notes
-------------------------------------------------------------
Six Flags, Inc. (NYSE: SIX) announced April 15 that it has chosen
to take advantage of the applicable 30-day grace period for making
the semi-annual interest payment of approximately $7 million due
on its 9 3/4% Senior Notes due 2013.

"We clearly have ample cash and liquidity to fund the April
interest payment, but will for the time being put it on hold while
we assess and evaluate the restructuring options before us," said
Six Flags President and CEO Mark Shapiro. "We have this window for
a reason and we've decided to utilize it. This decision has no
impact on payments to vendors, with which we remain current, or
our park operations."

Under the applicable indenture relating to the Senior Notes, use
of the 30-day grace period does not constitute a default that
permits acceleration of the Senior Notes or any other
indebtedness.

                       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.


SPARTON CORP: Receives Delisting Notice From NYSE
-------------------------------------------------
Sparton Corporation received notice on April 9, 2009, from NYSE
Regulation, Inc., that it has determined that the common stock of
Sparton should be removed from listing on the New York Stock
Exchange for failure to comply with the NYSE's continued listing
standards.

While Sparton is reviewing its options, Sparton expects to submit
a request for a review of the determination to a Committee of the
Board of Directors of NYSE Regulation.  In accordance with NYSE
Regulation procedures, Sparton has 10 days from receipt of written
notice from the NYSE to request a review, which would then be
scheduled for the first Review Day which is at least 25 business
days from the date the request for review is filed with NYSE
Regulation.  NYSE Regulation has advised the Company that the
Company's common stock will continue to trade on the NYSE during
the appeals process, subject to ongoing monitoring.  NYSE
Regulation noted, however, that it may, at any time, suspend a
security if it believes that continued dealings in the security on
the NYSE are not advisable.

The decision to suspend the Company's common stock was reached in
view of the fact that the Company remained below the NYSE
continued listing standards for average global market
capitalization over a consecutive 30 trading day period of not
less than $75 million and, at the same time, total shareowners'
equity of not less than $75 million.

Sparton previously received a notice from NYSE Regulation in
September 2008 that the Company did not then comply with the NYSE
continued listing standards because the Company's market
capitalization was less than $75 million over a 30 trading-day
period and, at the same time, its shareowners' equity was less
than $75 million.  Thereafter, in November 2008, the Company
received another notice that the Company did not comply with the
NYSE continued listing standards because the Company's market
capitalization was less than $25 million over a consecutive 30
trading-day period.  It received yet another notice in January
2009 that the minimum market capitalization continued listing
standard had been revised from $25 million to $15 million to
April 22, 2009.

This temporary reduction of the $25 million minimum market
capitalization continued listing standard to $15 million has now
been extended to June 30, 2009, as the result of an immediately
effective rule change filed by the NYSE with the SEC.

The Company submitted a business plan to NYSE Regulation
addressing Sparton's non-compliance with the NYSE's continued
listing standards regarding maintaining an average global market
capitalization over a consecutive 30 trading day period of not
less than $75 million and, at the same time, total shareowners'
equity of not less than $75 million, and has been in discussions
with the staff of NYSE Regulation regarding the Company's plan.
NYSE Regulation decided to proceed with suspension of trading
after review of the Company's initial business plan submission.

Sparton is hopeful that in its subsequent review, the Committee
will view positively the recently announced changes and Sparton's
turn-around plan.  The turn-around plan and recent events,
including facility closures, reductions in force and contract
terminations, support Sparton's continued commitment to improving
its financial condition and operations.

If the result of the review is not favorable for the Company, it
believes that Sparton's common stock will be eligible to trade or
be quoted on alternative markets.

                     About Sparton Corporation

Sparton Corporation, now in its 109th year, is a broad-based
provider for electronics to technology-driven companies in diverse
markets.  The Company provides its customers with sophisticated
electronic and electromechanical products through prime contracts
and through contract design and manufacturing services.
Headquartered in Jackson, Michigan, Sparton has six manufacturing
locations world-wide.


SPRINGHILL/COURTLAND HEIGHTS: S&P Cuts Rating on 1999A Bonds to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Springhill/Courtland Heights Public Facility Corp., Texas' senior-
lien multifamily housing revenue bonds (Springhill I and II,
Courtland Heights Project) series 1999A to 'B-' from 'B'.  The
outlook is negative.

"The downgrade reflects the continued deterioration in the
financial performance of the property with a decline in debt
service coverage to 0.19x in the 2008 fiscal year, rising
expenses, and declining rental revenues," said Standard & Poor's
credit analyst Raymond Kim.

The rating reflects the decline in debt service coverage to 0.19x
maximum annual debt service in the 2008 fiscal year, the fourth
consecutive decline in DSC; sharp increase in expenses coupled
with declining rental revenues; very high loan-to-value ratio; and
declining occupancy levels at the property.


SPX CORP: S&P Says 2009 Earnings Won't Affect 'BB+' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that the announcement by
SPX Corp. (BB+/Stable/--) that its sales and earnings for 2009
will be below prior guidance has no immediate impact on its
ratings and outlook on SPX.

The company reduced the midrange of its sales guidance for the
full year by $400 million, to about $5 billion, and earnings are
now expected to be between $4.40 to $4.80 per share from previous
guidance of $5.40 to $5.80.  The equipment manufacturer noted that
its short-cycle businesses, such as tools and diagnostics, that
sell to automotive manufacturing and dealer end markets have
weakened more than expected.  Still, the company's credit measures
entered 2009 in a good position, with funds from operations to
debt of 41% and debt to EBITDA of 2.2x at Dec. 31, 2008, versus
S&P's expectations of 25% and 2.5x, respectively.  Credit measures
will deteriorate in 2009, but should remain near S&P's
expectations.


STANFORD GROUP: Receiver Sues 66 Former Financial Advisers
----------------------------------------------------------
Laurel Brubaker Calkins of Bloomberg News reports that 66 former
Stanford Group Co. financial advisers were sued by a court-
appointed receiver seeking to recover $40 million in compensation
related to sales of Antiguan certificates of deposit.

According to the report, the U.S. Securities and Exchange
Commission sued Texas billionaire R. Allen Stanford, two
associates and three affiliated companies on allegations they ran
a "massive ongoing fraud" involving high-yield CDs sold by
Antigua-based Stanford International Bank.

According to a statement by Stanford's receiver, Ralph Janvey, the
financial advisers were added on April 15 as defendants to the SEC
suit in federal court in Dallas.

In the statement posted on Mr. Janvey's Web site, he wrote, "The
brokerage services performed by the financial advisors in exchange
for the compensation payments were not legitimate and did not
confer any benefit on their customers. The financial advisors have
no rightful ownership interest that could justify their retaining
possession of the funds." He added saying that each of the 66
targeted former Stanford brokers received at least $200,000 in CD
commissions during the past two years.

"This lawsuit changes everything," said Houston lawyer
Michael Stanley, who represents about a third of the brokers named
in the receiver's suit. "These are the people who've been trying
to intervene in the SEC case. Now, they'll be able to take a look
at the evidence of what Mr. Janvey says the fraud is."

                 About Stanford Group

Stanford Financial Group was a privately held global network of
independent, affiliated financial services companies led by
Chairman and CEO Sir Allen Stanford. The first Stanford Company
was founded by his grandfather, Lodis B. Stanford in 1932.

Stanford's core businesses are private wealth management and
investment banking for institutions and emerging growth companies.

Stanford had over $50 billion in assets under management or
advisement.

The U.S. Securities and Exchange Commission, on February 17, 2009,
charged R. Allen Stanford and three of his companies for
orchestrating a fraudulent, multi-billion dollar investment scheme
centering on an US$8 billion Certificate of Deposit program.
Mr. Stanford's companies include Stanford International Bank,
Stanford Group Company (SGC), and investment adviser Stanford
Capital Management.

The U.S. District Court for the Northern District of Texas
(Dallas) appointed Ralph Janvey as receiver for Stanford Group.


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


SUSQUEHANNA BANCSHARES: Moody's Cuts Subordinated Debt to 'Ba1'
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of Susquehanna
Bancshares, Inc. (subordinated debt to Ba1 from Baa2) and its
subsidiaries including the lead bank, Susquehanna Bank (long-term
bank deposits to Baa2 from A3; and its bank financial strength
rating to C- from C).  Moody's also downgraded Susquehanna Capital
I (Capital Efficient Notes to Ba2 from Baa2.  The short-term
Prime-2 rating of Susquehanna Bank was affirmed.  The rating
outlook is negative.  This concludes the review for possible
downgrade initiated on March 12, 2009.

The downgrade and negative outlook reflect Moody's view that
Susquehanna's capital adequacy and profitability will be
challenged by higher credit costs in its commercial real estate
loan portfolio.  Susquehanna's CRE of $2.9 billion equals nearly
four times its tangible common equity, calculated in accordance
with Moody's methodology.  Its construction loans and land
development exposure of $1.5 billion is two times TCE.  The sharp
decline in real estate prices and anticipated deterioration in
loan performance has led Moody's to considerably increase its loss
expectations for CRE, especially construction and land
development.  Moody's concern over Susquehanna's CRE exposure is
partially mitigated by the fact that the underlying properties are
primarily located in the better performing markets such as
Pennsylvania and Maryland.

These increased CRE loss expectations are paired with
Susquehanna's relatively low level of tangible common equity.
Although Susquehanna's regulatory capital ratios were boosted by a
$300 million TARP investment in the fourth quarter of 2008,
Moody's incorporates only 25% equity credit to this instrument
when calculating TCE.  Susquehanna's TCE as a percentage of risk-
weighted assets was 6.8% at year-end 2008, which is lower than
many peers.  The low level of this ratio is partially attributed
to Susquehanna's maintenance of a high dividend payout rate
through 2008.

The Ba2 rating of Susquehanna Capital Trust I reflects the
instrument's deep subordination within Susquehanna's capital
structure in addition to its deferral features.

The rating action is consistent with Moody's recent announcement
that it is recalibrating some of the weights and relative
importance attached to certain rating factors within its current
bank rating methodologies.  Capital adequacy, in particular, takes
on increasing importance in determining the bank financial
strength rating in the current environment.

Moody's last rating action was on March 12, 2009, when
Susquehanna's long-term ratings were placed on review for possible
downgrade.

Susquehanna Bancshares, Inc., which is headquartered in Lititz,
PA, reported total assets of $13.7 billion as of December 31,
2008.

Downgrades:

Issuer: Susquehanna Bancshares, Inc.

  -- Subordinate Regular Bond/Debenture, Downgraded to Ba1 from
     Baa2

Issuer: Susquehanna Bank

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

  -- Issuer Rating, Downgraded to Baa2 from A3

  -- OSO Senior Unsecured OSO Rating, Downgraded to Baa2 from A3

  -- Senior Unsecured Deposit Rating, Downgraded to Baa2 from A3

Issuer: Susquehanna Capital I

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

Outlook Actions:

Issuer: Susquehanna Bancshares, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Susquehanna Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Susquehanna Capital I

  -- Outlook, Changed To Negative From Rating Under Review


TALLYGENICOM AG: Settles Disagreement With Printronix on Sale
-------------------------------------------------------------
Printronix Inc. and TallyGenicom AG have confirmed that both
companies will continue to sell TallyGenicom-branded printers and
components in Europe and worldwide with no limitations.

Following the March 23, 2009 announcement made by the U.S.
Bankruptcy Court for the District of Delaware naming Printronix
the winning bidder in the court-supervised auction of certain
assets of TallyGenicom LP, TallyGenicom AG voiced disagreement
over sale of certain assets.  Printronix and TallyGenicom now have
reached an agreement in principle to resolve disputes between
them.  While the detailed agreement is being prepared, each
company is permitting the other to sell TallyGenicom-branded
products to customers worldwide as well as purchase necessary
components from suppliers.

As reported by the Troubled Company Reporter on March 20, 2009,
the Bankruptcy approved the sale of TallyGenicom L.P.'s business
to Printronix for $36.6 million, including the assumption of $23
million in secured debt, $6.75 million in warranty claims and $4
million in accounts payable.

                       About Printronix Inc.

Since 1974, Printronix Inc. -- http://www.printronix.com/-- has
created innovative printing solutions for the industrial
marketplace and supply chain.  The company is a worldwide leader
in enterprise solutions for line-matrix printing and has earned an
outstanding reputation for its high-performance thermal bar code
and fanfold laser printing solutions.  Printronix also has become
an established leader in pioneering technologies, including radio
frequency identification (RFID) printing, bar code compliance and
networked printer management.  Printronix is headquartered in
Irvine, Calif.

                      About TallyGenicom L.P.

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.

TallyGenicom L.P. and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.  Suzzanne Uhland, Esq., at O'Melveny & Myers LLP,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent Printronix Inc., the stalking horse bidder.  Randall L.
Klein, Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz,
Ltd., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge &
Rice, PLLC, represent Dymas Funding Company LLC, agent to
Printronix' lenders.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $10 million
to $50 million each.

Tallygenicom AG is a Germany-based subsidiary of TallyGenicom L.P.
Its German liquidator filed a Chapter 15 petition for the comapny
on March 19, 2009 (Banrk. D. Mass., Case No. 09-12253).  The
petitioner, Michale Pluta is the Preliminary Insolvency
Administrator and putative foreign representative of TallyGenicom
AG under Germany's Insolvenzordnung Insolvency Act pending before
the Amtsgericht, the Local Court of Ulm.  The petitioner's
counsel, is Steven T. Hoort, Esq., at Ropes & Gray, in Boston,
Massachusetts.  The company estimated assets and debts of $10
million to $50 million.


TALLYGENICOM LP: German Unit settles Sales Rift with Printronix
---------------------------------------------------------------
Printronix Inc. and TallyGenicom AG have confirmed that both
companies will continue to sell TallyGenicom-branded printers and
components in Europe and worldwide with no limitations.

Following the March 23, 2009 announcement made by the U.S.
Bankruptcy Court for the District of Delaware naming Printronix
the winning bidder in the court-supervised auction of certain
assets of TallyGenicom LP, TallyGenicom AG voiced disagreement
over sale of certain assets.  Printronix and TallyGenicom now have
reached an agreement in principle to resolve disputes between
them.  While the detailed agreement is being prepared, each
company is permitting the other to sell TallyGenicom-branded
products to customers worldwide as well as purchase necessary
components from suppliers.

As reported by the Troubled Company Reporter on March 20, 2009,
the Bankruptcy approved the sale of TallyGenicom L.P.'s business
to Printronix for $36.6 million, including the assumption of $23
million in secured debt, $6.75 million in warranty claims and $4
million in accounts payable.

                       About Printronix Inc.

Since 1974, Printronix Inc. -- http://www.printronix.com/-- has
created innovative printing solutions for the industrial
marketplace and supply chain.  The company is a worldwide leader
in enterprise solutions for line-matrix printing and has earned an
outstanding reputation for its high-performance thermal bar code
and fanfold laser printing solutions.  Printronix also has become
an established leader in pioneering technologies, including radio
frequency identification (RFID) printing, bar code compliance and
networked printer management.  Printronix is headquartered in
Irvine, Calif.

                      About TallyGenicom L.P.

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.

TallyGenicom L.P. and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.  Suzzanne Uhland, Esq., at O'Melveny & Myers LLP,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent Printronix Inc., the stalking horse bidder.  Randall L.
Klein, Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz,
Ltd., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge &
Rice, PLLC, represent Dymas Funding Company LLC, agent to
Printronix' lenders.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $10 million
to $50 million each.

Tallygenicom AG is a Germany-based subsidiary of TallyGenicom L.P.
Its German liquidator filed a Chapter 15 petition for the comapny
on March 19, 2009 (Banrk. D. Mass., Case No. 09-12253).  The
petitioner, Michale Pluta is the Preliminary Insolvency
Administrator and putative foreign representative of TallyGenicom
AG under Germany's Insolvenzordnung Insolvency Act pending before
the Amtsgericht, the Local Court of Ulm.  The petitioner's
counsel, is Steven T. Hoort, Esq., at Ropes & Gray, in Boston,
Massachusetts.  The company estimated assets and debts of $10
million to $50 million.


TARGETED GENETICS: Receives Delisting Notice From Nasdaq
--------------------------------------------------------
Targeted Genetics Corporation on April 8, 2009, received a
notification letter from the Nasdaq Stock Market indicating that
the Company no longer complies with Nasdaq Marketplace Rule
4310(c)(3), which requires companies listed on the Nasdaq Capital
Market to maintain a minimum of $2.5 million in shareholders'
equity.

Under the Nasdaq Marketplace Rules, the Company has until April
23, 2009 to submit a plan to regain compliance.  If the Company
submits a plan to regain compliance and the Nasdaq staff accepts
the plan, the Company may be provided with up to 105 calendar days
from April 8, 2009 to demonstrate compliance.

The Company has not yet determined what action it will take in
response to this continued listing issue and is currently
evaluating potential alternatives in the context of its business
plan.

The Company reported a shareholders' deficit of $3.8 million in
its annual report on Form 10-K for the fiscal year ended December
31, 2008.  This negative net worth results from the Company's
restructure charges totaling $7.6 million at December 31, 2008,
which relate to obligations under a facility lease, in combination
with the goodwill impairment charge of $7.9 million recorded for
the fourth quarter of 2008.

The Company is also in non-compliance with the $1.00 minimum bid
price required for continued listing on the Nasdaq Capital Market
under Marketplace Rule 4310(c)(4).  The Nasdaq Stock Market has
suspended enforcement of this requirement until July 20, 2009, at
which time the Company will have five business days to regain
compliance.  If, on
July 27, 2009, the Company meets all of the Nasdaq Capital
Market's initial listing criteria other than the bid price
criterion, the Company will be afforded an additional 180 calendar
days to regain compliance.

If the Company is not in compliance with a listing standard at the
end of the applicable compliance period, the Nasdaq staff will
provide written notification that the Company's securities will be
delisted.  The Company may appeal the Nasdaq staff's determination
to a listing qualifications panel, but there can be no assurance
that the Company would be successful if it were to appeal.

                     About Targeted Genetics

Based in Seattle, Washington, Targeted Genetics Corporation --
http://www.targetedgenetics.com/-- is a biotechnology company
committed to the development of innovative therapies for the
prevention and treatment of diseases with significant unmet
medical need.  A key area of focus for Targeted Genetics is
applying its proprietary Adeno-Associated Virus (AAV) technology
platform to deliver genetic constructs to increase gene function
or silence gene function.  Targeted Genetics' lead product
development efforts target ocular and neurological indications,
two therapeutic areas where AAV delivery may have competitive
advantages over other therapeutic modalities.


TEMESCAL CANYON: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Temescal Canyon Properties-8, LLC
        9050 Pulsar Court, Suite C
        Corona, CA 92883

Bankruptcy Case No.: 09-17404

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
TCP Office Developer, LLC                          09-17406
TCP Office Land, LLC                               09-17407

Chapter 11 Petition Date: April 14, 2009

Court: Central District Of California (Riverside)

Judge: Richard M Neiter

Debtor's Counsel: Lewis R. Landau, Esq.
                  lew@landaunet.com
                  Lewis R. Landau Attorney at Law
                  23564 Calabasas Rd., Ste. 104
                  Calabasas, CA 91302
                  Tel: (888) 822-4340
                  Fax: (888) 822-4340

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
Kingreg VI, LLC                                  $10,700,000
c/o James Ferruzzo
Ferruzzo & Ferruzzo LLP
3737 Birch St #400
Newport Beach, CA
92660

Hunsaker & Assoc.                                $166,659
c/o Chris Kimbrell
3 Hughes
Irvine, CA 92618

The Rodarti Group                                $63,605
c/o Joe Rodarti
30 Enterprise, Suite 100
Aliso Viejo, CA 92656

Brown Winfield                                   $63,357

Haskell & White                                  $22,000

Neblett & Assoc.                                 $21,398

David Evans and                                  $14,012

Associates, Inc.

The petition was signed by Joshua Gottheim.


TOLL BROTHERS: Moody's Assigns 'Ba1' Rating on $400 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the new
$400 million senior unsecured notes of Toll Brothers Finance
Corp., which are guaranteed by Toll Brothers, Inc.  At the same
time, Moody's affirmed all of the existing ratings of Toll
Brothers, Inc., including the corporate family rating at Ba1,
senior unsecured rating at Ba1, senior sub debt rating at Ba2, and
speculative grade liquidity rating at SGL-1.  The ratings outlook
remains negative.

Proceeds from the issuance of $400 million senior unsecured notes
will augment the company's already strong liquidity position.  In
addition, they will provide the company additional flexibility
with regard to handling its two tranches of 2011 maturities.

The ratings are supported by Toll Brothers' leadership position in
its upper end homebuilding niche; an ability to greatly restrict,
or even shut off entirely, its land spend for relatively long
periods of time without incurring the need to race to catch up
when the market turns; and its currently strong liquidity profile,
as captured in its SGL-1 rating.  At the same time, the ratings
incorporate Moody's expectation that consolidated cash flow from
operations will be negative in 2009, that pre-impairment earnings
will dip into the negative column, that continued impairment
charges will lessen the substantial headroom that the company
currently enjoys in its bank covenants, that the overall general
economy and macro housing outlook will remain unsupportive into
2010, and that there could be additional capital drain from
troubled joint ventures.

The negative ratings outlook reflects Moody's expectation that
Toll Brothers' high density mid- and high-rise tower business will
continue to be a drag on earnings and result in reduced cash flow,
as cancellations are expected to mount while new orders remain
weak.  In addition, although the company has by far the longest
land supply in the industry, it has begun bidding selectively, and
so far unsuccessfully, on small parcels of additional land.  If it
should escalate its bidding activity and successfully acquire
larger parcels, some of the company's currently strong liquidity
position may be impaired.

Going forward, the outlook could stabilize if the company were to
resume positive cash flow generation in 2009, remain profitable on
a pre-impairment basis, and continue building its cash balances.

The ratings could be lowered if Moody's were to expect cash flow
generation to remain negative in 2010; liquidity were to be
materially impaired; the company were to re-lever its balance
sheet above 50%; and/or modest pre-impairment losses were to
continue on a sustained quarterly basis or a significant pre-
impairment loss were to occur in any one quarter.

Moody's last rating action for Toll Brothers, Inc., occurred on
April 6, 2009, at which time Moody's affirmed the company's
ratings (including Ba1 corporate family rating) and changed the
outlook to negative.

Based in Horsham, Pennsylvania, Toll Brothers, Inc., is the
nation's leading builder of luxury homes, serving move-up, empty-
nester, and "active adult" buyers in 21 states and four regions
around the country.  Total revenues and consolidated net income
for the fiscal year that ended October 31, 2008, were $3.2 billion
and $(298) million, respectively.


TOP SHIPS: In Advance Talks With Bank Lenders on Covenant Waivers
-----------------------------------------------------------------
TOP Ships Inc. is in advanced discussions with lending banks on
waivers of financial covenants under its senior secured credit
facilities until the end of March 2010.  As of December 31, 2008,
the Company was not in compliance with certain loan covenants.

No definitive agreement has been signed yet.  To receive waivers,
the Company may have to amend certain terms of its existing
financing agreements, the Company said earlier this month.

On April 2, TOP Ships announced operating results for the fourth
quarter and the fiscal year ended December 31, 2008.  For the
three months ended December 31, 2008, the Company reported net
income of $8,429,000, compared with net loss of $37,439,000 for
the fourth quarter of 2007.  For the three months ended
December 31, 2008, operating income was $7,952,000, compared with
operating loss of $25,982,000 for the fourth quarter of 2007.
Revenues for the fourth quarter of 2008 were $36,962,000, compared
to $51,789,000 recorded in the fourth quarter of 2007.

For the year ended December 31, 2008, the Company reported net
income of $25,639,000, compared with net loss of $49,076,000 for
the year ended December 31, 2007.  For the year ended December 31,
2008, operating income was $61,723,000, compared with operating
loss of $29,118,000 for the year ended December 31, 2007.
Revenues for the year ended December 31, 2008, were $257,380,000,
compared to $252,259,000 recorded in the year ended December 31,
2007.

Evangelos J. Pistiolis, President and Chief Executive Officer of
TOP Ships Inc., said in a news statement, "The later part of 2008
was very challenging for the shipping industry and the world
economy overall.  Despite the challenges faced, we achieved
another quarter with solid results, which is a product of our
successful strategic decisions that were implemented throughout
the year."

On April 1, TOP Ships' Board of Directors appointed Alexandros
Tsirikos to the position of Chief Financial Officer.  Mr.
Tsirikos, 34, is a UK qualified Chartered Accountant (ACA) and has
been employed with Top Ships since July 2007 as the Company's
Corporate Development Officer.  Prior to joining TOP Ships, Mr
Tsirikos was a manager with PricewaterhoouseCoopers where he
worked for six years.  During his career with PwC, Mr. Tsirikos
drew experience both from consulting as well as auditing as a
member of the PwC Advisory team and Assurance team.  As a member
of the Advisory team, he lead and participated in numerous
projects in the public and the private sectors, involving
strategic planning and business modelling, investment analysis and
appraisal, feasibility studies, costing and project management.
As a member of the Assurance team, Mr. Tsirikos was part of the
IFRS (International Financial Reporting Standards) technical team
of PwC Greece and lead numerous IFRS conversion projects for
listed companies.  He holds an MSc in Shipping Trade and Finance
from City University of London and a Bachelor's Degree with
honours in Business Administration from Boston University in the
United States. He speaks English, French, and Greek.

If the Company receives waivers for more than one year from all
its lenders then the debt and swap facilities would be split into
current and long term portions based on when the installments fall
due.  If the Company cannot obtain covenant waivers from all of
its lenders, all loans would need to be categorized as current as
a result of cross default covenants attached to all loan
agreements.

If the Company is not able to obtain covenant waivers or
modifications, its lenders may require the Company to post
additional collateral, enhance its equity and liquidity, increase
its interest payments or pay down its indebtedness to a level
where it is in compliance with its loan covenants, sell vessels,
or they may accelerate its indebtedness, which would impair its
ability to continue to conduct its business.  To further enhance
its liquidity, the Company may find it necessary to sell vessels
at a time when vessel prices are low, in which case it will
recognize losses and a reduction in its earnings, which could
affect its ability to raise additional capital necessary for the
Company to comply with its loan covenants or the additional lender
requirements.

As of December 31, 2008, the Company had total indebtedness under
senior secured credit facilities of $346.9 million (excluding
unamortized financing fees of $4.4 million) with its lenders, the
Royal Bank of Scotland, HSH Nordbank, DVB Bank, Alpha Bank, and
Emporiki Bank, maturing from 2013 through 2019.  The Company's
unencumbered cash as of December 31, 2008 was $46.2 million.

As of December 31, 2008, the Company had three interest rate swap
agreements with RBS for the amounts of $25.4 million,
$10.0 million and $10.0 million for a remaining period of one,
five and five years, respectively. Under these agreements the
interest rate is fixed at an effective annual rate of 4.66% (in
addition to the applicable margin), 4.23% and 4.11%, respectively.
The Company also had one interest rate swap agreement with Egnatia
Bank for the amount of $10.0 million for a remaining period of
five years, respectively.  Under this agreement the interest rate
is fixed at an effective annual rate of 4.76%.  In addition, the
Company had seven interest rate swap agreements with HSH, six of
them for the amounts of $11.2 million, $11.2 million,
$11.2 million, $15.1 million, $7.4 million and $13.4 million, for
a remaining period of three, three, three, five, five and seven
years, respectively, and a forward interest rate swap agreement
with HSH for the amount of $15.1 million effective in June 2010
for a period of four years, at a fixed interest rate of 4.73% in
addition to the applicable margin.

The swaps of $10.0 million and $10.0 million with RBS and
$10.0 million with Egnatia Bank include steepening terms based on
the two and 10 year U.S. Dollar swap difference, which is
calculated quarterly in arrears.  The interest rate for the
remaining balance of the loans is LIBOR, plus the margin.

Based in Athens, Greece, TOP Ships Inc., formerly known as TOP
Tankers Inc., is an international provider of worldwide seaborne
crude oil and petroleum products and drybulk transportation
services.  The Company operates a combined tanker and drybulk
fleet.


ULTRA STORES: Will Close 12 Underperforming Stores
--------------------------------------------------
Michelle Graff at National Jeweler reports that Ultra Stores Inc.
will close 12 underperforming stores in six states and two
territories.

Ultra Stores said in court documents that it has determined that
stores at these locations are underperforming and must be closed:

     -- Johnson Creek, Wisconsin;
     -- Appleton, Wisconsin;
     -- Riverhead, New York;
     -- Deer Park, New York;
     -- San Diego, California;
     -- Gilroy, California;
     -- South Windsor, Connecticut;
     -- Kittery, Maine;
     -- St. Augustine, Florida;
     -- St. Thomas in the U.S. Virgin Islands; and
     -- two stores in Puerto Rico.

Court documents say that Ultra Stores is hiring Hilco as its
exclusive agent to run store-closing sales.

National Jeweler relates that Michael O'Hara, a managing member
and CEO at Consensus Advisors, Ultra Stores' financial advisor,
said that next step in the case is the formation of the creditors'
committee, which is slated for Friday.  Citing Mr. O'Hara,
National Jeweler state that Ultra Stores wants to have its
reorganization plan filed around the end of the month.

Ultra Stores, Inc. -- http://www.ultradiamonds.com/-- doing
business as Ultra Diamond And Gold, operates as a specialty
retailer of fine jewelry in the United States.  It manufactures
and imports diamonds, gemstones, and gold jewelry.  The Company
also offers platinum, silver, titanium, tungsten, cubic zirconia,
moissanite, and pearls.  The Company was formerly known as Ultra
of Illinois, Inc., and changed its name to Ultra Stores, Inc., in
November 1997.  Ultra Stores, Inc., was founded in 1991 and is
based in Chicago, Illinois.

Ultra Stores and its affiliates filed for Chapter 11 bankruptcy
protection on April 9, 2009 (Bankr. S.D. N.Y. Case No. 09-11854).
Andrew C. Gold, Esq., and Frederick E. Schmidt, Esq., at Herrick,
Feinstein LLP assists the Debtors in their restructuring efforts.
The Debtors listed $10 million to $50 million in assets and
$10 million to $50 million in debts.


UNITED SUBCONTRACTORS: Taps Potter Anderson as Bankr. Co-Counsel
----------------------------------------------------------------
United Subcontractors, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
employ Potter Anderson & Corroon LLP as co-counsel.

Potter Anderson will:

   a) take all necessary action to protect and preserve the
      estates of the Debtors, including the prosecution of actions
      on the Debtors' behalf, defend any actions commenced against
      the Debtors, negotiate disputes in which the Debtors are
      involved, and the preparation of objections to claims filed
      against the Debtors' estates;

   b) provide legal advice with respect to the Debtors' powers and
      duties as debtors and debtors-in-possession as the Debtors
      move forward with these Bankruptcy cases;

   c) negotiate, prepare and pursue a plan and disclosure
      statement and the approval of the same;

   d) prepare on behalf of the Debtors, as debtors-in-possession,
      necessary motions, applications, answers, orders, pleadings,
      reports, and other legal papers in connection with the
      continued administration of the Debtors' estates;

   e) appear in Court on behalf of the Debtors;

   f) assist with any disposition of the Debtors' assets, by sale
      or otherwise; and

   g) perform all other legal services in connection with the
      Chapter 11 cases as may be reasonably be required.

Steven M. Yoder, a partner at Potter Anderson, tells the Court
that the hourly rates of the firm's professionals working on the
Chapter 11 cases are:

     Partners                              $425 - $595
     Counsel                               $220 - $375
     Associates                            $235 - $295
     Paralegals/Administrative Personnel    $70 - $180

Potter Anderson received a total retainer of $100,000 for the
payment of prepetition services and related expenses.  At the time
of filing, Potter Anderson held a balance of $50,000.

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

Mr. Yoder can be reached at:

     Potter Anderson & Corroon LLP
     Hercules Plaza
     1313 North Market St.
     Wilmington, DE 19801
     Tel: (302) 984-6000

                    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' claims agent.  The Debtors listed $50 million to
$100 million in assets and $100 million to $500 million in debts.


UNIVISION COMMUNICATIONS: Fitch Affirms 'B' Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Univision
Communications, Inc.:

  -- Issuer Default Rating affirmed at 'B';
  -- Senior secured affirmed at 'B+/RR3';
  -- Senior Unsecured revised to 'CCC/RR6' from 'CCC+/RR6'.

The Rating Outlook is Stable.

The ratings and Outlook are at the low end of their category.  The
ratings are constrained by a highly leveraged capital structure
and a very limited margin of safety that is extremely susceptible
to a downturn beyond Fitch's current expectations for this weak
advertising environment.  The ratings are supported by Univision's
underlying portfolio of assets which include duopoly television
and radio stations in most of the top Hispanic markets, with a
national overlay of broadcast and cable networks.

Over the last 12 months, Fitch has commented that Univision faced
several obstacles over the intermediate term.  Importantly, two of
those obstacles - payment of the second-lien loan and the Televisa
litigation - have largely been resolved.  Fitch believes the
company's remaining major obstacles include the existing economic
downturn, the company's ability to make cash interest and term
loan principal amortization payments, meet its covenant step-downs
and repay the $500 million in notes that come due in 2011.  In
Fitch's view, Univision should be able to meet these obligations
without defaulting on its debt.

While 2009 should be extremely difficult for advertising revenues,
Fitch believes retransmission revenues and paid-in-kind interest
should provide the additional liquidity needed for debt compliance
over the short term.  Fitch's current expectations are for
advertising revenue to be down in the 10% range, comprising
national advertising flat to down in the low single digits and
local advertising down over 15%.  Taking into account cash from
the PIK election, covenant add-backs (including pro forma cost-
cuts) and Fitch's expectations for proceeds from the recent A/R
facility to be used to pay down the revolver, Fitch expects net
first-lien leverage to be below the covenant limit of 10.75 times
(x) by year-end 2009.

Additionally, Univision has $7 billion of interest rate swaps
(locked in at approximately 7%) on its term loans that roll off
October 2009 and April 2010.  Existing forward swap rates or
floating rates could result in an additional $150 million -
$250 million in annual pre-tax cash flows.

Assuming these lower interest rates, successful cost cuts, and a
stabilizing economy in 2010, Fitch would expect the company to
meet further covenant stepdowns and its $500 million of senior
notes that mature in 2011.  The 2011 notes are pari passu with the
term loans and therefore could make a coercive debt exchange less
likely (although possible) under a healthier operating and
economic backdrop.

While not explicitly reflected in existing ratings, Fitch notes
that the company's bank facility allows for an equity cure in the
event of a covenant breach.  Should advertising revenues be weaker
than Fitch's current expectations, Fitch estimates that an equity
cure amount could be relatively minor compared with equity
contributions to date from the sponsor group.  Per the covenants,
an equity cure directly increases EBITDA, thereby minimizing the
amounts needed compared to if equity contribution proceeds were
required to pay down debt (on a capital structure that is over 10x
leverage).  Fitch notes that if the company were to breach its
covenants and the equity sponsors did not provide an equity cure,
the company could be subject to a re-pricing of its bank facility
from the current Libor + 225 basis points pricing, which could
dramatically diminish the value of expected incremental cash flows
from re-transmission revenues and interest rate swap expirations.
Importantly, the potential for an equity cure would be predicated
on equity sponsors believing that any advertising weakness was
cyclical and not secular (i.e. they would have to believe the
long-term growth prospects of the company were intact).  Fitch
notes that an equity cure can only be used in three of any four
quarter periods.

Near-term liquidity is sufficient; however, refinancing risk over
the intermediate term is material and is captured in the 'B'
rating. Liquidity is supported by approximately $335 million of
cash on hand at year-end pro forma for the paydown of the $385
million second-lien bridge loan and $25 million reserve fund
distribution.  Univision had approximately $43 million of cash
remaining in the reserve fund at February 2009. The company's
remaining maturity schedule includes principal amortization on its
term loans of approximately $150 million in 2010 and $200 million
in 2011.  In addition, the company's $500 million 7.85% senior
notes mature July 2011, bringing total 2011 maturities to over
$700 million. Principal amortization is reduced to under $90
million per year thereafter.  Fitch's expectations are for the
company to generate positive cash flow in 2010 and 2011 and to be
able to handle these maturities organically.  Remaining bullet
maturities begin in 2014 and are substantial.  Fitch's expectation
is for total leverage to fall below 7.5x by 2014.  Despite all
debt maturing prior to the expiration of the Program License
Agreement, current ratings take into account refinancing risk in
the event that Univision and Televisa are unable to come to
agreement on a longer term programming license.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario.  Univision's recovery
ratings reflect Fitch's expectation that the enterprise value of
the company, and hence, recovery rates for its creditors, will be
maximized in a restructuring scenario (going concern), rather than
a liquidation.  The 'B+/RR3' rating for the secured facilities
(including the 7.85% senior notes) reflects Fitch's expectations
for recovery at the low end of the 51%-70% range under a
bankruptcy scenario.  The revision of the
$1.5 billion senior unsecured notes rating aligns it with Fitch's
rating definitions that do not include '+/-' modifiers at the CCC
(or below) level.  This 'CCC/RR6' rating reflects Fitch's
expectations for de minimis recovery prospects due to its position
in the capital structure.  Fitch has reduced the enterprise
multiple assumed in a bankruptcy re-organization to 7x from 9x
reflecting the existing difficult economic environment.  The 7x
enterprise multiple reflects the company's FCC licenses in top
U.S. markets, the elimination of the Televisa litigation, and
long-term growth prospects, among other things.


WESTMORELAND COAL: 2009 Stockholders' Meeting Slated for May 14
---------------------------------------------------------------
The Annual Meeting of Stockholders of Westmoreland Coal Company
will be held at its corporate offices located at 2 North Cascade
Avenue, 2nd Floor, in Colorado Springs, Colorado, on May 14, 2009,
at 8:30 a.m. Mountain Daylight Time.

The agenda at the meeting are:

   1. The election by the holders of Common Stock of three
      directors to the Board of Directors to serve for a one-
      year term;

   2. The election by the holders of Series A Convertible
      Exchangeable Preferred Stock, each share of which is
      represented by four Depositary Shares, of two additional
      directors to the Board of Directors to serve for a one-year
      term; and

   3. To transact such other business as may properly come before
      the meeting or any postponement or adjournment thereof.

Only stockholders of record at the close of business on April 1,
2009, will be entitled to notice of and to vote at the meeting and
any postponement or adjournment thereof.

A full-text copy of the Company's Proxy Statement is available at
no charge at http://ResearchArchives.com/t/s?3b7f

                      Bye, KPMG! Hello, E&Y!

On January 6, 2009, the Audit Committee of the Company notified
KPMG upon completion of the 2008 audit engagement and the filing
of the Company's Annual Report on Form 10-K for the year ending
December 31, 2008, KPMG will be dismissed as the Company's
independent registered public accounting firm.

On January 8, 2009, the Audit Committee engaged Ernst & Young as
the Company's new independent registered public accounting firm
beginning with fiscal year 2009, and to perform procedures related
to the financial statements to be included in the Company's
quarterly report on Form 10-Q, beginning with, and including, the
quarter ending March 31, 2009.

The decision to change accounting firms was approved by the
Company's Audit Committee.  On March 13, 2009, KPMG completed its
audit services for the Company for the fiscal year ended
December 31, 2008.

During the years ended December 31, 2008 and 2007 and the
subsequent period through the date of this filing, the Company had
no (1) disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved
to KPMG's satisfaction, would have caused KPMG to make reference
in connection with their opinion to the subject matter of the
disagreement, or (2) reportable events, except as described below.
Management of the Company has authorized KPMG to respond fully to
the inquiries of the new independent registered public accounting
firm regarding all matters.

KPMG, in its reports on the Company's consolidated financial
statements as of and for the years ended December 31, 2008 and
2007, raised substantial doubt on the Company's ability to
continue as a going concern, citing the Company's recurring losses
from operations, working capital deficit, and net capital
deficiency.

The Company has not consulted with E&Y during its two most recent
fiscal years ended December 31, 2007 and December 31, 2008, or
during any subsequent period prior to its appointment as the
Company's auditor.

                         Rosebud Mine CBA

On April 6, Westmoreland announced that a new collective
bargaining agreement has been reached with the Company's
represented employees at Western Energy Company's Rosebud Mine in
Montana.  The new agreement with the International Union of
Operating Engineers Local 400 is effective March 1, 2009, and will
expire February 28, 2013.  The represented employees had rejected
a previously proposed agreement and imposed a work stoppage which
began on March 21, 2009.  The mine resumed full operation under
the new agreement on April 7, 2009.

Kent Salitros, President of Western Energy Company, a subsidiary
of Westmoreland Coal Company, said in a statement, "We have
remained committed to providing fair wages and benefits to our
employees and are pleased to have resolved issues and obtained
approval of the new labor agreement by our workforce at the
Rosebud Mine.  This is directly attributable to the open
communications among all of the parties involved and the
assistance of a federal mediator who helped bring focus and
closure to the issues.  We are especially proud that our employees
conducted themselves in an orderly, professional and courteous
manner throughout the duration of the work stoppage.  We also
appreciate the cooperation we received from the mine's customers,
suppliers and the Colstrip community.  We look forward to an
orderly resumption of operations at the mine and continuing to
meet the needs of our customers."

                       About Westmoreland Coal

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
Company (AMEX: WLB) -- http://www.westmoreland.com/-- is the
oldest independent coal company in the United States and an owner
of highly clean and efficient independent power projects.  The
Company's coal operations include coal mining in the Powder River
Basin in Montana and lignite mining operations in Montana, North
Dakota and Texas.  Its current power operations include ownership
and operation of the two-unit ROVA coal-fired power plant in North
Carolina.  Westmoreland is dedicated to meeting America's dual
goals of low-cost power and a clean environment.

                          *     *     *

As of December 31, 2008, the Company's balance sheet showed total
assets of $812.9 million, total debts of $269.1 million and
shareholders' deficit of $217.5 million.  In its 2008 Annual
Report on Form 10-K, the Company noted that it has suffered
recurring losses from operations, has a working capital deficit
and a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.   The report from KPMG
LLP, in Denver, Colorado, the Company's independent registered
certified public accounting firm, on the Company's consolidated
financial statements for the year ended December 31, 2008,
includes an explanatory paragraph reciting the factors that raise
substantial doubt about its ability to continue as a going
concern.


WESTMORELAND COAL: Registers 4.6 Million Shares, Warrants With SEC
------------------------------------------------------------------
Westmoreland Coal Company filed with the Securities and Exchange
Commission a prospectus relating to the resale, from time to time,
by selling securityholders of:

   (i) a warrant to purchase 172,775 shares of Westmoreland Coal
       common stock at an exercise price of $19.10 per share until
       August 20, 2010; and

  (ii) 4,601,664 shares of Westmoreland Coal Company common stock.

4Shares of common stock offered by selling securityholders consist
of (a) 172,775 shares issuable upon exercise of the warrant; (b)
up to 1,877,946 shares issuable upon conversion of 9% senior
secured convertible promissory notes in the original principal
amount of $15 million (including shares issuable upon conversion
of additional notes that may be issued in the future as interest
paid in kind in lieu of cash interest on the convertible notes);
(c) 1,543,600 shares purchased by certain selling securityholders
in the open market; (d) 7,343 shares issuable on conversion of
depositary shares representing fractional interests in the
Company's Series A Preferred Stock purchased by a selling
securityholder in the open market; and (e) up to 1,000,000 shares
proposed to be contributed by the Company to the Westmoreland Coal
Company Retirement Plan Trust from time to time in satisfaction of
certain funding obligations the Company has to the trust.

Other than the securities purchased in open market transactions,
the selling securityholders received the securities, or the notes
which are convertible into securities, in transactions exempt from
the registration requirements of the Securities Act of 1933, as
amended.  All securities, except for those being contributed to
the Westmoreland Retirement Plan Trust, are being registered
pursuant to registration rights agreements with selling
securityholders.

The prices at which the selling securityholders may sell the
securities will be determined by prevailing market prices or
through privately negotiated transactions and the selling
securityholders will be responsible for any discounts or
commissions due to brokers or dealers.  The Company will not
receive proceeds from the sale of the securities.  If the warrant
is exercised in full for cash, the Company expects to receive
proceeds of approximately $3.3 million.  The Company has agreed to
bear the expenses of registering the securities covered by the
prospectus and any prospectus supplements.

The Company said the securities are being registered to permit the
selling securityholders to sell the securities from time to time
in the public market.

A copy of the Company's registration statement on Form S-1 is
available at no charge at http://ResearchArchives.com/t/s?3b80

                       About Westmoreland Coal

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
Company (AMEX: WLB) -- http://www.westmoreland.com/-- is the
oldest independent coal company in the United States and an owner
of highly clean and efficient independent power projects.  The
Company's coal operations include coal mining in the Powder River
Basin in Montana and lignite mining operations in Montana, North
Dakota and Texas.  Its current power operations include ownership
and operation of the two-unit ROVA coal-fired power plant in North
Carolina.  Westmoreland is dedicated to meeting America's dual
goals of low-cost power and a clean environment.

                          *     *     *

As of December 31, 2008, the Company's balance sheet showed total
assets of $812.9 million, total debts of $269.1 million and
shareholders' deficit of $217.5 million.  In its 2008 Annual
Report on Form 10-K, the Company noted that it has suffered
recurring losses from operations, has a working capital deficit
and a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern.   The report from KPMG
LLP, in Denver, Colorado, the Company's independent registered
certified public accounting firm, on the Company's consolidated
financial statements for the year ended December 31, 2008,
includes an explanatory paragraph reciting the factors that raise
substantial doubt about its ability to continue as a going
concern.


WILLIAM LYON: S&P Downgrades Corporate Credit Rating to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on William Lyon Homes to 'CC' from 'CCC'.  At the same
time, S&P lowered its issue-level ratings on the company's senior
unsecured notes.  The outlook is negative.

The downgrade follows the company's recent announcement of a
proposed debt restructuring that S&P consider to be a distressed
exchange and, as such, tantamount to a default under S&P's ratings
criteria.

S&P would expect to lower the corporate credit rating on the
company to 'SD' and lower the issue-level ratings on the senior
unsecured notes to 'D' upon completion of the tender offer.  S&P
would then, shortly thereafter, assign a new corporate credit
rating to William Lyon based on the company's new capital
structure and liquidity profile.  S&P's preliminary expectation is
that S&P's corporate credit and issue-level ratings would return
to the 'CCC' category upon completion of the tender offer.


WOODSIDE GROUP: May 4 Bar Date Set in Alameda Investments' Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has set:

(1) May 4, 2009, as the last day for the filing and service of
     proofs of claim or interests in the bankruptcy case of
     Alameda Investments, LLC.

(2) July 8, 2009, as the bar date for all governmental units to
     file and serve claims against Alameda Investments, LLC.

Claims must be filed on or before the applicable bar dates at:

     Woodside Group Claims Processing
     c/o Kurtzman Carson Consultants LLC
     PO Box 1070
     Riverside, CA 92502

     or

     (for overnight deliveries)

     United States Bankruptcy Court
     Central District of California
     Woodside Group Claims Processing
     c/o Intake Department
     3420 Twelfth Street
     Riverside, CA 92501-3819

                       About Woodside Group

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino,
Inc. filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On Aug. 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On
Aug. 20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank
Group,
commenced the filing of certain Joinders in the Involuntary
Petition.  On Sept. 16, 2008, the Debtors filed a "Consolidated
Answer to Involuntary Petitions and Consent to Order for Relief"
and the Court entered the "Order for Relief Under Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A., as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of Dec. 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the Sept. 16, 2008 petition date, the Debtors have approximately
$70 million in cash.  The Woodside Entities employ approximately
494 employees.

In its schedules, Woodside Group, LLC listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


XENONICS HOLDINGS: NYSE Amex Accepts Listing Compliance Plan
------------------------------------------------------------
Carlsbad, California-based Xenonics Holdings, Inc., said its
listing on the NYSE Amex is being continued pursuant to an
extension.

On January 29, 2009, Xenonics received notice from the Exchange
that the Company is not in compliance with Section 1003(a)(ii) of
the Company Guide, with shareholders' equity of less than
$4,000,000 and losses from continuing operations and net losses in
three out of its four most recent fiscal years.  On February 23,
2009, Xenonics submitted a plan addressing how it intends to
regain compliance.  The Exchange has notified the Company that it
accepted the Company's plan of compliance and granted the Company
an extension until July 23, 2010, to regain compliance with the
continued listing standards.  The Company is subject to periodic
review by the Exchange Staff during the extension period.  Failure
to make progress consistent with the plan or to regain compliance
with the continued listing standards by the end of the extension
period could result in the Company being delisted from the NYSE
Amex.

                          About Xenonics

Carlsbad, California-based Xenonics Holdings, Inc. (NYSE AMEX:XNN)
-- http://www.xenonics.com/-- develops and produces advanced,
lightweight and compact ultra-high-intensity illumination and low-
light vision products for military, law enforcement, public
safety, and commercial and private sector applications.  Xenonics'
NightHunter line of illumination products is used by every branch
of the U.S. Armed Forces as well as law enforcement and security
agencies.  Its SuperVision high-definition night vision is
designed for commercial and military applications.


WOODSIDE GROUP: JP Morgan Wants Chapter 11 Trustee for Alameda
--------------------------------------------------------------
J.P. Morgan Chase Bank, N.A., as administrative agent for the
lenders that provided a loan to a joint venture of which Alameda
Investments, LLC was a member, asks the U.S. Bankruptcy Court for
the Central District of California to appoint a Chapter 11 Trustee
for Alameda Investments, LLC, or in the alternative, to expand the
scope of the Examiner's investigation and expand the powers of the
Examiner in connection with the investigation.

Specifically, JP Morgan wants the Examiner to investigate
Alameda's and its parent Liberty Holdings Group, LLC's financial
affairs, management and operations and determine whether, as a
result of the nineteen asset transfers which were made by Alameda
to Liberty on January 1, 2008, totaling over $254 million, and the
payments, in excess of $3 million, made by Alameda paid to
insiders throughout 2008, causes of action exist against Liberty
and other transferees in the chain.

JP Morgan also wants the Examiner to investigate if any of these
insider transfers should be recharacterized as equity and treated
as a fraudulent transfer.

On December 15, 2008, Examiner Paul S. Aronzon, who was appointed
at the beginning of these cases, submitted his report.

As reported in the TCR on December 26, 2008, Paul S. Aronzon
informed the Court that the Debtors and their creditors have a
cognizable basis for asserting legal claims against the company's
management and shareholders.

In his report, Mr. Aronzon said the Debtors hold these claims:

       1. Breach of fiduciary duty
       2. Gross negligence
       3. Unjust enrichment
       4. Conversion
       5. Intentional fraudulent transfers
       6. Constructive fraudulent transfers
       7. Unlawful dividends under Nevada state law
       8. Alter ego liability

                       About Woodside Group

Headquartered in North Salt Lake, Utah, Woodside Group LLC
http://www.woodside-homes.com/-- is the parent company of
multiple subsidiaries and through approximately 185 of those
subsidiaries is primarily engaged in homebuilding operations in
eight states.  The operations of the Woodside Group are financed
through Woodside Group's affiliate Pleasant Hill Investments, LC.
Woodside Group, Pleasant Hill Investments and each of the 185
subsidiaries are the Debtors.  Woodside Group also has
subsidiaries and affiliates that are not debtors.

On March 31, 2008, Woodside AMR 107, Inc. and Woodside Portofino,
Inc. filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  On Aug. 20, 2008, an Ad Hoc
Group of Noteholders commenced the filing of involuntary petitions
against the Debtors (other than AMR 107 and Portofino).  On
Aug. 20, 2008, JPMorgan Chase Bank, N.A., on behalf of the Bank
Group,
commenced the filing of certain Joinders in the Involuntary
Petition.  On Sept. 16, 2008, the Debtors filed a "Consolidated
Answer to Involuntary Petitions and Consent to Order for Relief"
and the Court entered the "Order for Relief Under Chapter 11."

The Debtors are jointly administered under Case No. 08-20682.
The Bankruptcy Cases are currently pending before the Honorable
Peter Carroll in the United States Bankruptcy Court for the
Central District of California (Riverside).

Jeremy V. Richards, Esq., Linda F. Cantor, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, represent the Debtors as counsel.  Susy Li, Esq., and
Michael A. Sherman, Esq., at Bingham McCutchen LLP, in Los
Angeles, Michael J. Reilly, Esq., Jonathan B. Alter, Esq., and
Mark W. Deveno, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, act as counsel to the Ad Hoc Group of Noteholders.

Donald L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix
Arizona, Michael B. Reynolds, Esq., Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are counsel for JPMorgan
Chase Bank, N.A., as Administrative Agent to Participant Lenders.

David L. Gaffney, Esq., at Snell & Wilmer LLP, in Phoenix Arizona,
and Michael B. Reynolds, Esq., and Eric S. Pezold, Esq., at Snell
& Wilmer LLP, in Costa Mesa, California, are the proposed counsel
to the Official Committee of Unsecured Creditors.

During 2007, the Woodside Entities generated revenues exceeding
$1 billion on a consolidated basis.  As of Dec. 31, 2007, the
Woodside Entities had consolidated assets and liabilities of
approximately $1.5 billion and $1.1 billion, respectively.  As of
the Sept. 16, 2008 petition date, the Debtors have approximately
$70 million in cash.  The Woodside Entities employ approximately
494 employees.

In its schedules, Woodside Group, LLC listed total assets of
$1,000,285,578 and total liabilities of $691,352,742.  The
schedules are unaudited.


XM SATELLITE: S&P Raises Corporate Credit Rating to 'CCC+
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sirius XM Radio Inc. and XM Satellite Radio Holdings
Inc. (which S&P analyzes on a consolidated basis) to 'CCC+' from
'CCC'.  In accordance with this rating change, S&P also raised its
issue-level ratings on the companies' debt by one notch (with the
exception of Sirius XM's senior unsecured notes, which were
affirmed at 'CCC-').  All of these ratings were removed from
CreditWatch, where S&P placed them with positive implications on
Feb. 17, 2009.  The corporate credit rating outlook is stable.

Also, S&P revised the recovery rating on Sirius XM's 9.625% and
3.25% senior unsecured notes to '6', indicating S&P's expectation
of negligible (0% to 10%) recovery for noteholders in the event of
a payment default, from '5'.  The issue-level rating on this debt
was affirmed at 'CCC-' (two notches lower than the 'CCC+'
corporate credit rating on the company) in accordance with S&P's
criteria for '6' recovery rating.

At the same time, S&P assigned XM Satellite Radio Holdings Inc.'s
$172.5 million 14% senior secured pay-in-kind notes due 2011 an
issue-level rating of 'CCC'(one notch lower than the 'CCC+'
corporate credit rating on the company) with a recovery rating of
'5', indicating S&P's expectation of modest (10% to 30%) recovery
for noteholders in the event of a payment default.

"The ratings upgrade reflects our increased comfort with the
company's near-term liquidity needs following the refinancing of
its significant 2009 debt maturities largely to 2011, following
Liberty Media Corp.'s recent $530 million investment in Sirius and
its subsidiaries in the form of a loan and 40% equity interest,"
said Standard & Poor's credit analyst Hal Diamond.  "We attribute
no credit support from Liberty Media."

The rating on New York City-based Sirius XM Radio reflects the
company's substantial debt load, historically large EBITDA losses,
and discretionary cash flow deficits.  The operating synergies and
cost-saving opportunities arising from the July 2008 acquisition
of XM Satellite Radio Holdings, Sirius' only direct competitor,
partially offsets these factors.  Sirius' $5.7 billion stock
purchase of XM more than doubled the company's subscriber base and
eliminated the intense competition for subscribers and overbidding
for programming contracts that had impeded profitability.

S&P believes the company could achieve significant operating cost
savings, though it may be challenged to meet its financial target
of exceeding $300 million in EBITDA in 2009.  Still, debt to
EBITDA would be very steep, at roughly 11x at year-end 2009, based
on the company's debt balances at Dec. 31, 2008.


ZOHAR WATERWORKS: Can Hire Administar Services as Claims Agent
--------------------------------------------------------------
Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized Zohar Waterworks, LLC, and B2
International Corporation to employ Administar Services Group,
LLC, as claims, noticing and balloting agent.

Administar is expected to:

   a) serve as the court's noticing agent to mail notices to the
      estate's creditors and parties-in-interest;

   b) provide computerized claims, objection and balloting
      database services;

   c) provide expertise, consultation and assistance in claim and
      ballot processing and other administrative information; and

   d) provide disbursement services with respect to the Debtor's
      bankruptcy case, if requested.

Jeffrey Pirrung, senior vice president of Administar, told the
court that the Debtors paid the firm a $10,000 retainer.

The court documents did not disclose the hourly rates of
Administar's professionals.

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

                       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 estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


* Fed Finds Bankruptcy May Actually Provide Access to More Credit
-----------------------------------------------------------------
A new study by economists at the Federal Reserve Bank of Boston
has shown that personal bankruptcy may increase the amount of
revolving credit, such as credit cards, that debtors can access,
Bloomberg reported.

According to Carla Main of Bloomberg, the research, using data
provided by one of the three major U.S. credit bureaus, found that
in particular, those who are poor and have low credit scores are
quickly able to borrow again, and frequently end up with higher
loan limits.

The results, Ms. Main relates, run counter to a widespread and
long-held assumption that bankruptcy punishes debtors by cutting
off access to credit for at least some period of time, the authors
said.  The study found 90% of individuals have access to
some sort of credit within 18 months of filing for bankruptcy,
and a quarter of those get more credit.

According to Bloomberg, the recession has produced a surge in
bankruptcy. Personal bankruptcy filings increased 41% nationwide
in March from the same period a year ago, according to the
National Bankruptcy Research Center.


* Junk Bonds Offerings Busiest Since June With HCA, Crown
---------------------------------------------------------
April 15 was the busiest day since at least June for the issuance
of junk bonds, as borrowing costs plunge amid speculation the
worst of the recession may be over, Bloomberg's Carla Main said.

HCA Inc. and Crown Castle International Corp. were offering
$2.6 billion of junk bonds April 15, the busiest since at least
June.   HCA, the hospital chain purchased in a $33 billion
leveraged buyout, on April 15 raised $1.5 billion by offering a
yield of 9 percent, while Houston-based Crown Castle said two of
its units plan to sell as much as $1.1 billion of debt.  Companies
issued $8.97 billion of bonds on June 24.

According to The Wall Street Journal, Crown Castle said some of
its units will offer $1.1 billion in senior secured notes due 2017
as it looks to pay down debt.  The cell-tower operator, according
to the WSJ report, sold $900 million of bonds maturing in 2015
earlier this year, up from an originally planned $600 million.

Bloomberg adds that Seagate Technology, the world's largest maker
of hard-disk drives, plans to offer $430 million of senior secured
secondpriority notes due 2014.  The company said the $430 million
aggregate principal amount of 10.00% Senior Secured Second-
Priority Notes due 2014 will be issued by Seagate Technology
International (STI), an indirect wholly-owned subsidiary of
Seagate Technology, and guaranteed by Seagate Technology, Seagate
Technology HDD Holdings and all of Seagate Technology's other
subsidiaries that guarantee its senior secured credit facility, on
a full and unconditional basis and secured by a second-priority
lien on the assets that secure the senior secured credit facility.


* Morgan Stanley Executive Director David Cohen Joins Paragon
-------------------------------------------------------------
Paragon Capital Partners, LLC, a merchant banking firm based in
New York, said David Cohen will join the Firm as a Partner.

Mr. Cohen was an Executive Director in the Mergers and
Acquisitions Group at Morgan Stanley.  Over the course of his
investment banking career, Mr. Cohen has worked on M&A and
financing engagements totaling over $72 billion.

"We are delighted to welcome David Cohen to Paragon," said David
Adler, co-founder of Paragon. "With extensive transactional
experience and business relationships, David brings significant
value to our firm and its clients.  His addition to our senior
team serves as an indication of Paragon's commitment to growing
our advisory business and broadening our relationships."

Michael Levy, co-founder of Paragon, stated, "Paragon has
established an outstanding reputation by combining top-tier
investment banking capabilities with the highest level of senior-
level attention, industry expertise, and execution excellence.
David augments our capabilities in each of these areas, while also
deepening our expertise in key industry sectors including
healthcare, technology, media, telecommunications, consumer and
retail."

Prior to his investment banking career, David worked for five
years at Motorola, where he focused on wireless handheld products,
including software and chip design.  Mr. Cohen also served three
years in an intelligence unit of the Israel Defense Forces.  Mr.
Cohen, 42, graduated Magna Cum Laude with a Bachelor of Science in
Electrical Engineering from Tel Aviv University in 1994 and an
M.B.A. from Leonard N. Stern School of Business at New York
University in 1999.

               About Paragon Capital Partners, LLC

Formed in 2003 by veteran M&A bankers David Adler and Michael
Levy, Paragon Capital Partners -- http://www.ParagonCP.com/-- is
a merchant banking firm that provides a full range of investment
banking services in connection with mergers and acquisitions,
divestitures, exclusive sales, financings, private placements and
bankruptcy-related transactions.  Paragon is committed to
providing top-tier M&A and financing capabilities, dedicated
senior level attention, deep industry experience and a focus on
execution excellence.  Paragon is currently serving as a financial
advisor to Thinkorswim Group, Inc., in connection with its
proposed sale for $606 million to TD AMERITRADE.


* Unigestion to Invest in Hedge Funds Betting on Distressed Debt
----------------------------------------------------------------
Bloomberg News' Netty Ismail reports that Unigestion Holding SA,
backed by HSBC Holdings Plc, plans to start a fund to invest in
hedge funds focusing on distressed debt as the deepest economic
slowdown since World War II leads to rising defaults.

The fund, which will start with $150 million, will invest in
"specialized" credit hedge funds "to get the full return of
strategies," said Bernard Sabrier, chairman of the Geneva-based
asset manager that oversees about CHF10.5 billion ($9.2 billion).
The fund is set to return at least 20% a year.

According to the report, Hedge funds from Harbinger Capital
Partners LLC in New York to 3 Degrees Asset Management Pte in
Singapore are starting funds to buy troubled loans and bonds on
the cheap.  Companies worldwide will default on their debt at a
peak rate of 14.6% toward the end of this year, Moody's Investors
Service said this month.

"Unigestion will seek to attract investors "who are ready to be
locked up for a longer period of time because those strategies are
less liquid.  The whole aim of this fund is to participate over a
three or four-year cycle through the evolution of the credit
space.  As the crisis moves on, you will have different types of
players and strategies which will work in different times,"
Mr. Sabrier, as cited by the report, said in an interview in
Singapore.

The first stage could include investing in hedge funds that bet on
first-lien bank loans as the financial crisis fuels distressed
selling, said Mr. Sabrier, who is meeting credit hedge fund
managers in the U.S. this week.  In about two years, Bloomberg
says Unigestion could switch into hedge funds that trade
distressed debt in the U.S., Europe and Asia as companies
restructure.


* BOOK REVIEW: Bankruptcy Investing: How to Profit from Dist. Cos.
------------------------------------------------------------------
Author:     Ben Branch and Hugh Ray
Publisher:  Beard Books
Paperback:  344 pages
List Price: $39.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981211/internetbankrupt

The book Bankruptcy Investing: How to Profit from Distressed
Companies, is written by Ben Branch and Hugh Ray.

Corporate bankruptcies are at an all-time high, and this trend is
likely to continue. Bankruptcy Investing introduces investors to
the risky but lucrative opportunities to invest in the securities
of troubled companies.

Every area of this exciting field is described in complete detail.
Real-world examples illustrate the explanations. Companies in
distress may go through an informal or formal workout of problems,
or they may enter Chapter 11 or Chapter 7 bankruptcy.

The investment implications for the securities of firms in each of
these stages are considered in full. Everything the investor needs
to know is contained in this book. The authors show why it can be
smart to invest in troubled companies.

Whether you are a savvy investor or experienced fund manager (or
aspire to be one), Bankruptcy Investing introduces you to the
risky but lucrative opportunities for investing in the securities
of troubled companies.

This timely new book describes in detail the rules of the game and
how to apply them to pick the winners.

The authors, both experts in the legal and financial aspects of
bankruptcy investing, explain everything you need to know about
investing in distressed companies, including estimating bankruptcy
values, how to use timing to your advantage, quantitative
techniques to minimize risks, evaluating available data,
characteristics of various types of short-term and long-term debt
instruments, investment strategies, and sources of additional
information.

You'll fully understand all the implications of investing in the
securities of firms in all stages of financial distress--from
informal or formal workouts to Chapter 11 or Chapter 7 bankruptcy-
-as well as investing in both debt and equity securities.

Real-world examples illustrate how you can profit from investing
in troubled companies and what risks are incurred. An extensive
glossary defines legal, economic and financial terms.

Bankruptcy Investing translates the often-confusing lexicon of
bankruptcy into a profitable investment program that you can
implement immediately.

You too will discover an exciting way to find new investment
winners.

Two financial experts guide you through the risky but lucrative
investment opportunities available in troubled companies.

Whether your interests are informal or formal workouts, Chapter 11
or Chapter 7 bankruptcies, debt or equity securities, this book
will explain everything you need to know about investing in
distressed corporations.

Topics include estimating bankruptcy values, how to use timing to
your advantage, quantitative techniques to minimize risk,
evaluating available data, the characteristics of various types of
short-term and long-term debt instruments, and investment
strategies.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***