TCR_Public/090421.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 21, 2009, Vol. 13, No. 109

                            Headlines


A&A ASSOCIATES: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: DIP Lenders May Get As Much As $42MM in Fees
ABITIBIBOWATER INC: Chapter 11 Filing Cues Fitch's 'D' Rating
ABKDH LLC: Voluntary Chapter 11 Case Summary
AGFEED INDUSTRIES: Receives Nasdaq Non-Compliance Notice

ALICIA DELA: Voluntary Chapter 11 Case Summary
AMERICAN AXLE: May Lose Most in GM or Chrysler Bankruptcy
AMERICAN INT'L: Delays Filing of Annual Proxy Statement
AMERICAN INT'L: Enters Into Securities Purchase Pact With Treasury
AMERICAN SECURED: Voluntary Chapter 11 Case Summary

ANTONIO SANCHEZ: Case Summary & 9 Largest Unsecured Creditors
ARTHUR MACHINERY: Voluntary Chapter 11 Case Summary
ASARCO LLC: Court Needs More Time to Rule on Sterlite Deal
ASARCO LLC: Creditors Panel Expands Scope of Exponent Engagement
ASARCO LLC: Seeks to Employ Business Strategy as Consultants

ASYST TECHNOLOGIES: Files for Chapter 11, Related Filings in Japan
AVENTINE RENEWABLE: Can Hire Garden City As Claims & Notice Agent
B & C CORPORATION: Taps Brouse McDowell as Bankruptcy Counsel
B & C CORPORATION: Wants Access to Cash Securing Fifth Third Loan
BANK OF AMERICA: Merrill Contributes More Than $3BB to Net Income

BEACON PLUMBING: Voluntary Chapter 11 Case Summary
BEARINGPOINT INC: Proposes Protocol for PwC-Led Auction
BERNARD L. MADOFF: Returns Appeared Legitimate, Says Merkin
BERNARD L. MADOFF: Remaining Mets Tickets Selling at EBay
BILLY TALTON: Case Summary & 20 Largest Unsecured Creditors

BLOCK CORP: Files for Chapter 7 Bankruptcy Protection in New York
BLOCKBUSTER INC: Moody's Downgrades Default Rating to 'Caa3'
BLOOMSOUTH FLOORING: Voluntary Chapter 11 Case Summary
BORGWARNER INC: Moody's Affirms 'Ba1' Corporate Family Rating
BRADY & HORNE: Voluntary Chapter 11 Case Summary

B.R.L. DEVLOPMENT: Voluntary Chapter 11 Case Summary
BROBECK PLFEGER: Court Says Most ERISA Claims Already Waived
CANYON LAKEVIEW: Voluntary Chapter 11 Case Summary
CHALLENGER ENERGY: Court Extends CCAA Protection Until June 4
CHRYSLER LLC: Axle and Magna May Lose Most in Bankruptcy

CHRYSLER LLC: U.S. Gov't May Force Bankruptcy Filing Next Week
COASTAL VENTURES: Voluntary Chapter 11 Case Summary
COLLEGE TONIGHT: Fails to File Annual Report; Delisting Likely
COPERNIC INC: Receives NASDAQ Extension of Its Compliance Period
CORBETT HOLDINGS: Voluntary Chapter 11 Case Summary

CDP CORP: Voluntary Chapter 11 Case Summary
CHRISTOPHER ETTELL: Case Summary & 10 Largest Unsecured Creditors
CK MANAGEMENT: Case Summary & 31 Largest Unsecured Creditors
CSB SCHOOL: To be Auctioned on May 8; Dick Robinson Eyes Assets
CU FLEET: Voluntary Chapter 11 Case Summary

CV THERAPEUTICS: Gilead Sciences Completes Acquisition
CVC FOODS: Voluntary Chapter 11 Case Summary
DACO CONSTRUCTION: Voluntary Chapter 11 Case Summary
DAIRY CAPITAL: Voluntary Chapter 11 Case Summary
DAVID'S AUTO: Voluntary Chapter 11 Case Summary

DAWSON DAVENPORT: Voluntary Chapter 11 Case Summary
DAYTON SUPERIOR: Wants to Access Cash Collateral to Pay Suppliers
DELPHI CORP: Drops Claim Against Tepper's Appaloosa Management
DELTA AIR: Balks at $229MM in Claims Related to Aircraft Deals
DELTA AIR: Cuts Five Executive Positions to Curb Expenses

DELTA AIR: Has Until October 19 to Review Claims
DELTA AIR: Seeks to Eliminate $2.4MM in Pension-Related Claims
DENISON FOODS: Case Summary & 20 Largest Unsecured Creditors
DHD MOTORS: Case Summary & 20 Largest Unsecured Creditors
DINK PROPERTIES: Voluntary Chapter 11 Case Summary

DOUBLE EAGLE: Voluntary Chapter 11 Case Summary
EAGLE STORAGE: Voluntary Chapter 11 Case Summary
EDWARD DAVID: Voluntary Chapter 11 Case Summary
EL PASO: Moody's Affirms 'Ba3' Rating on Junior Subordinate Bonds
ETOYS DIRECT: Court Sets June 15 as General Claims Bar Date

EVERGREEN GAMING: Files for Chapter 15 Bankruptcy Protection
FAIRCHILD CORP: Court Approves Bid Protocol; May 18 Auction Set
FAIRCHILD CORP: Obtains Final Approval for $23MM PNC DIP Loan
FAIRCHILD CORP: U.S. Trustee Appoints 3-Member Panel
FAIRCHILD CORP: Can Obtain Up To $4 Million from Phoenix Banner

FAIRCHILD CORP: Section 341(a) Meeting Set for April 29
FANNIE MAE: Board Names Michael J. Williams President & CEO
FANNIE MAE: Obama Nominates Outgoing CEO Herb Allison to Run TARP
FATBURGER RESTAURANTS: Case Summary & 20 Largest Unsec. Creditors
FIDELITY NATIONAL: Nets $331 Million From Issuance of Shares

FIFTH THIRD BANCORP: Moody's Cuts Operating Banks BFSR to 'C'
FREDY VAZQUEZ: Voluntary Chapter 11 Case Summary
FRESNO STREET: Case Summary & 7 Largest Unsecured Creditors
G.I. JOE'S: Sec. 341 Meeting of Creditors on May 14
GABLES INC: Voluntary Chapter 11 Case Summary

GEHL COMPANY: Reaches Forbearance Agreement with Lenders
GENERAL GROWTH: Seeks Approval of $375,000,000 Pershing DIP Loan
GENERAL GROWTH: Can Use Lenders' Cash Collateral Until May 8
GENERAL GROWTH: Asks Court to Approve Weil Gotshal Engagement
GENERAL GROWTH: Taps Kirkland as Co-Bankruptcy Counsel

GENERAL GROWTH: Gets Court OK to Hire Kurtzman as Claims Agent
GENERAL GROWTH: Westfield Unlikely to Pounce on Assets
GENERAL GROWTH: Reliance on Debt May Allow Rivals to Buy Malls
GENERAL MOTORS: Still Working on Plan to Avoid Bankruptcy
GENERAL MOTORS: Task Force Urges Swap of All UAW Bonds for Equity

GENERAL MOTORS: Amer. Axle and Magna May Lose Most in Bankruptcy
GEORGE SCOTT: Case Summary & 10 Largest Unsecured Creditors
GOLDSTAKE EXPLORATIONS: To File Annual Report By May 31
HAWAIIAN TELCOM: Court Okays $6MM in Bonuses for 1,400 Employees
HEADWATERS INCORPORATED: Moody's Junks Corporate Family Rating

HELLER EHRMAN: Wants Plan Filing Period Extended to August 25
HERBST GAMING: U.S. Trustee Forms Five-Member Creditors Committee
HOME INTERIORS: Non-Insider Lenders Want Case Converted to Ch. 7
HUONG THI DUONG: Voluntary Chapter 11 Case Summary
IDEARC INC: U.S. Trustee Forms Six-Member Creditors Committee

IDLEAIRE TECHNOLOGIES: Wants Distributions Made in Chapter 7
INDEPENDENCIA SA: Wins Recognition of Brazilian Bankruptcy
JAMES A RHODE: Wants to Hire Osborn Maledon as Bankruptcy Counsel
JANET RODRIGUEZ: Case Summary & 5 Largest Unsecured Creditors
JERRY MCWILLIS: Files Chapter 11 Plan and Disclosure Statement

JOURNAL REGISTER: Can Employ Lazard Freres as Investment Banker
LANDAMERICA FINANCIAL: Fidelity Nets $331MM From Selling Shares
LEHMAN BROTHERS: Appoints John Suckow as President and COO
LEHMAN BROTHERS: Court OKs Sale of Chopper to General Helicopters
LEHMAN BROTHERS: Luxembourg Court Orders Liquidation of Unit

LEHMAN BROTHERS: Hearing on Freddie Mac Probe Request Moved to May
LEHMAN BROTHERS: LH 1440 Sues Debtor, State Street on Loan
LEHMAN BROTHERS: Seeks to Assume EFI Aircraft Lease Agreements
LEHMAN BROTHERS: Wins OK to Transfer Entregra Account to Barclays
MAGNA ENTERTAINMENT: MID Terminates Stalking Horse Bid

MAGNA INTERNATIONAL: May Lose Most in GM or Chrysler Bankruptcy
MARINA BAY: Wants to Hire Subranni Ostrove as Bankruptcy Counsel
MEDIA GENERAL: Will Freeze Pension Plan, Posts $21.3MM Net Loss
MEGA BRANDS: Moody's Downgrades Corporate Family Rating to 'Ca'
MGM MIRAGE: Bondholders Mull Swapping Debt for Stakes in Firm

MILLENNIUM TRANSIT: Asks Court's Ok of 5th DIP Loan form J. Ludvik
MPC COMPUTER: Court Sets May 29 as Creditor's Claims Bar Date
NIGHTHAWK RADIOLOGY: Moody's Gives Neg. Outlook; Keeps 'B2' Rating
NOBLE INTERNATIONAL: Taps Foley & Lardner as Gen. Bankr. Counsel
PAHRMENG INT'L: Cuts President's Salary, Five Directors Resign

PATRICK HACKETT: Chapter 7 Liquidation Sought by Creditors
PAYMAN CAR: Voluntary Chapter 11 Case Summary
PLASCAL CORPORATION: Voluntary Chapter 11 Case Summary
PRESERVE LLC: Court Extends Plan Filing Period to May 22
QUEBECOR WORLD: Files Exit Plan; Disclosure Hearing on May 15

QUEBECOR WORLD: Renews Agreement to Print Forbes Magazines
RAILPOWER TECHNOLOGIES: Court Extends CCAA Stay Until May 20
RENEWABLE ENVIRONMENTAL: Owner Blames Failure on Residents
ROSS UFBERG: Voluntary Chapter 11 Case Summary
SANDS SUITES: Case Summary & 2 Largest Unsecured Creditors

SEMGROUP LP: Chapter 11 Examiner Files Report on Investigation
SEMGROUP LP: Court Approves Protocol for Sale of Residual Business
SEMGROUP LP: Court Extends Exclusive Plan Filing Period to May 15
SEMGROUP LP: Panel Has Until June 14 to Challenge DIP Liens
SEMGROUP LP: Seeks to Auction Off Two Nymex Seats

SHILOH INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'B3'
SOKKALINGAM MANIMARAN: Voluntary Chapter 11 Case Summary
SOLOMON DWEK: Corbett Holdings' Voluntary Chapter 11 Case Summary
SPEEDUS CORP: Receives Non-Compliance Notice from Nasdaq
STAMFORD JV: Auction Sale of Collateral to be Held Today

STANFORD GROUP: R. Allen Stanford Seeks Release of Seized Assets
STARWOOD HOTELS: Sues Hilton, 2 Former Execs for Espionage, Theft
SUMMIT VIEW: Voluntary Chapter 11 Case Summary
TIMES SQUARE: Wants Access to Cash Securing Fifth Third Loan Deal
TITLEMAX HOLDINGS: Files for Chapter 11 Bankruptcy Protection

TITLEMAX HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
TOUSA INC: Seeks July 29 Extension of Plan Filing Deadline
TOUSA INC: Seeks Access to Cash Collateral Through July 31
TOUSA INC: Asks Court to Approve Associate Incentive Plan
TOUSA INC: Seeks Go-Signal to Enter Into Home Builders' Policy

TOUSA INC: Wants Krieff, Wachovia to Disgorge Payments
TRAVEL CONCEPTS: Files for Chapter 7 Bankruptcy in Nebraska
TRONOX INC: Files Preliminary 2008 Annual Financial Statement
TRONOX INC: Provides Updates on Legal Proceedings
TRONOX INC: Seeks to Reject Oklahoma Headquarters Lease

TRONOX INC: Affiliates File Schedules and Statements
TVIA INC: Yuchen Zhu Appointed Chapter 11 Trustee
UAL CORP: Court Approves Settlement with City of Los Angeles
UAL CORP: Preliminary Injunction Trial Date on Pilots Case Delayed
UAL CORP: Settles Dispute With HSBC Related to CSDA Bonds

UAL CORP: Two Directors Acquire 6,424 Shares of Common Stock
UNITED SUBCONTRACTORS: Wants to Use BofA, et. al. Cash Collateral
UNITED SUBCONTRACTORS: Court Approves KCC as Notice & Claims Agent
UNITED SUBCONTRACTORS: Taps Alvarez & Marsal as Financial Advisor
VOICE MOBILITY: Debt Holders Agree to Swap Debt for Equity

WESTFALL TOWNSHIP: Deadline to Object to Ch. 9 Petition is May 11
ZYNEX INC: Financial Restatement Prompts Securities Class Action

* Venture Capital Investments Plummet in Q1 2009 to 12-Year Low
* Defaults & Bankruptcy Statistics for First Quarter of 2009

* Large Companies With Insolvent Balance Sheets


                            *********

A&A ASSOCIATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor:  A&A Associates, Inc.
         323 Country Club Rd.
         Lehighton, PA 18235

Bankruptcy Case No.: 09-02517

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

Chapter 11 Petition Date: April 3, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  Suite 1930 One Commerce Square
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551
                  Email: aciardi@ciardilaw.com

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

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

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

The petition was signed by Oliver Angelus, president of the
Company.


ABITIBIBOWATER INC: DIP Lenders May Get As Much As $42MM in Fees
----------------------------------------------------------------
Globe and Mail in Canada, citing court documents, said Avenue
Capital Group and Canada's Fairfax Financial Holdings Ltd. could
win $42 million in fees in AbitibiBowater Inc.'s bankruptcy cases
if the total $600 million in postpetition secured financing is
allocated.

AbitibiBowater may get loans of as much as $600 million from
Avenue Capital and Fairfax Financial to help the company
restructure debt.  The two firms agreed to give AbitibiBowater a
$206 million emergency loan to help the company reorganize.

GE Capital withdrew its bid to be one of AbitibiBowater's lenders
in the restructuring process, the Globe reported, citing people it
didn't identify.

Meanwhile, Bloomberg said that about AbitibiBowater, credit-
default swap traders set a value of 3.25 cents on the dollar for
bonds of Abitibi-Consolidated Inc.  The price means sellers of
default protection on the AbitibiBowater Inc. unit will pay 96.75
cents on the dollar to settle the contracts.  Eleven dealers,
including JPMorgan Chase & Co., Barclays Plc and Morgan Stanley,
bid in the auction, administered by Markit Group Ltd. and broker
Creditex Group Inc.

                    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.

                 Out-of-Court Restructuring Effort

AbitibiBowater tried 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.

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 the old notes
for new notes.  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 Company moved the exchange offer deadlines several times after
failing to garner enough support from bondholders.  It ultimately
abandoned the exchange offer on March 31.

                         Bankruptcy Filing

The Company and several affiliates filed for Chapter 11 bankruptcy
protection before the U.S. Bankruptcy Court for the District of
Delaware on April 16, 2009.  Judge Kevin J. Carey presides over
the case.  The Company and its Canadian affiliates commenced
parallel restructuring proceedings under the Companies' Creditors
Arrangement Act before the Quebec Superior Court Commercial
Division the next day.  Alex F. Morrison at Ernst & Young, Inc.,
was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while:
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel.  The Debtors' financial advisor is Advisory Services LP,
and their noticing and claims agent is Epiq Bankruptcy Solutions
LLC.  The CCAA Monitor's counsel is Thornton, Grout & Finnigan
LLP, in Toronto, Ontario.

As of September 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

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).


ABITIBIBOWATER INC: Chapter 11 Filing Cues Fitch's 'D' Rating
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings of
AbitibiBowater, Inc., Bowater Inc. and Bowater Canadian Forest
Products Inc. to 'D' following the petition for bankruptcy under
Chapter 11 of the United States Bankruptcy Code.  The petition was
filed by ABH, Bowater Inc. and other subsidiaries domiciled in the
United States.

Abitibi-Consolidated Inc. and certain of its subsidiaries
domiciled in Canada will seek protection under the companies'
Creditors Arrangement Act today.  Abitibi-Consolidated Inc.'s IDR
was previously downgraded by Fitch to 'D' in March 2008.

In addition, Fitch downgrades Abitibi-Consolidated Inc., Bowater
Inc. and Bowater Canadian Forest Products Inc's senior secured
ratings to 'CCC/RR2' from 'B-/RR1'.

The downgrade of the senior secured obligations of the ABH family
of companies presumes additional impairments of the mix of assets
and businesses manufacturing newsprint, printing paper grades,
lumber products and market pulp.  Each of these elements has lost
price and volume due to the recession and due to secular changes
in the media used for advertising and reporting news.  This loss
in demand for newsprint and some paper grades is not likely to
reverse once North American economies recover, and ABH will have
to grow its businesses smaller to become viable in markets that
are shrinking.  This loss in value will be borne by the companies'
creditors with first loss borne by unsecured creditors, then
spilling over to secured creditors.  Fitch believes that the
secured class may only recover 71%-90% of their fixed principal,
whereas unsecured creditors are expected to recover less than 10%.

Should the U.S. and Canadian bankruptcy proceedings continue for
30 days, Fitch will likely withdraw all credit ratings.

ABH together with Bowater, Abitibi-Consolidated Inc. and
subsidiaries produce a wide range of newsprint, commercial
printing papers, market pulp and wood products.  ABH owns or
operates 23 pulp and paper facilities and 30 wood product
facilities in the United States, Canada, the United Kingdom and
South Korea.

Fitch downgrades these ratings of ABH and its subsidiaries:

AbitibiBowater Inc.

  -- IDR to 'D' from 'C'.

Abitibi-Consolidated Inc. and Subsidiaries

  -- Senior secured term loan to 'CCC/RR2' from 'B-/RR1';
  -- Secured notes to 'CCC/RR2' from 'B-/RR1'.

Bowater Incorporated

  -- IDR to 'D' from 'C';
  -- Secured revolver to 'CCC/RR2' from 'B-/RR1'.

Bowater Canadian Forest Products Inc.

  -- IDR to 'D' from 'C';
  -- Secured revolver to 'CCC/RR2' from 'B-/RR1'.

In addition, Fitch currently rates ABH and its subsidiaries:

Abitibi-Consolidated Inc. and subsidiaries

  -- IDR 'D',
  -- Long-term unsecured 'C/RR6'.

Bowater Incorporated
Bowater Canadian Forest Products Inc.

  -- Senior unsecured debt 'C/RR6'.


ABKDH LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: ABKDH, LLC
        30 Bellona Arsenal Road
        Midlothian, VA 23113

Bankruptcy Case No.: 09-32130

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

Chapter 11 Petition Date: April 3, 2009

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

Judge: Kevin R. Huennekens

Debtor's Counsel: Paula S. Beran, Esq.
                  Tavenner & Beran, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, VA 23219
                  Tel: (804) 783-8300
                  Fax: (804) 783-0178
                  Email: pberan@tb-lawfirm.com

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

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

The Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Townebank                         Guarantee      $7,174,134
c/o Laura M. Arcand
1 Olde Oyster Point Rd Ste
300
Newport News, VA 23602

The petition was signed by Leroy L. Anderson, III, manager of the
Company.


AGFEED INDUSTRIES: Receives Nasdaq Non-Compliance Notice
--------------------------------------------------------
AgFeed Industries, Inc., has received a letter from Nasdaq
indicating that AgFeed's issuance of common stock and warrants in
December 2008 without shareholder approval violated Marketplace
Rule 5635(d)(2) and providing AgFeed an extension until June 12,
2009, to evidence compliance with Nasdaq's shareholder approval
requirements.  To remedy this matter, AgFeed agreed to seek
shareholder approval at its 2009 Annual Meeting of Shareholders of
the referenced transaction.  AgFeed's 2009 Annual Meeting is
scheduled to be held on June 11, 2009.

AgFeed Industries also disclosed that Selina Jin was appointed as
its Chief Financial Officer on April 16, 2009.  Liangfan Yan,
AgFeed's former Chief Financial Officer, will remain with AgFeed
as its Internal Controller.

                           Nasdaq Letter

On April 13, 2009, AgFeed received a letter from Nasdaq indicating
that AgFeed's sale of common stock and warrants in a December 2008
registered direct offering violated the shareholder approval
requirement of Nasdaq Marketplace Rule 5635(d)(2).  Nasdaq also
provided an extension until June 12, 2009 to evidence compliance
with Nasdaq's shareholder approval requirements.  AgFeed's 2009
Annual Meeting is scheduled for June 11, 2009.

In a registered direct offering which closed on December 31, 2008,
AgFeed sold to four institutional investors 5,000,006 units, each
consisting of one share of our common stock and a warrant to
purchase seven-tenths of one share of our common stock for
aggregate gross proceeds of $8,750,010.25, or $1.75 per unit.  The
5,000,006 shares of common stock were sold at a discount to market
price, but only represented approximately 15.2% of AgFeed's
outstanding common stock prior to the sale, well below the 20%
limit of Marketplace Rule 5635(d)(2).  However, the 3,500,004
shares of common stock issuable upon exercise of the warrants
represented approximately 10.6% of AgFeed's common stock prior to
the sale.  While the $2.50 exercise price of the warrants was
greater than the market price of AgFeed's common stock at the time
of the sale, it was less than $3.29 book value of AgFeed's shares,
as reflected in the financial statements included in AgFeed's Form
10-Q Quarterly Report for the third quarter ended September 30,
2008.

In a letter to Nasdaq dated February 27, 2009, AgFeed agreed to
seek shareholder approval at its 2009 Annual Meeting of
Shareholders for its sale of common stock and warrants in the
December transaction.  In the letter and subsequent conversations
with Nasdaq's staff, AgFeed also agreed to not effect exercises of
the warrants prior to the date of shareholder approval.

Members of the Company's management having the right to vote
11,460,024 shares of the Company's common stock (representing
approximately 30% of AgFeed's outstanding common stock) have
agreed to vote to approve the December transaction at the 2009
Annual Meeting.  The December transaction will be approved if a
majority of the votes cast on the transaction at the annual
meeting vote to approve it, not counting any votes represented by
the shares purchased in the December transaction which are voted
by an investor in that transaction.

                     Appointment of Selina Jin

Ms. Jin joined AgFeed as its Assistant Chief Financial Officer in
June 2008.  She brings to AgFeed 12 years of extensive experience
in financial management, researching, budgeting, reporting,
investment analysis, internal controls, and design of corporate
performance evaluation.  She is familiar with the latest PRC GAAP,
US GAAP and IFRS and is English speaking.

Dr. Songyan Li, Chairman of AgFeed commented, "Ms. Jin is skilled
at establishing financial analysis modules and integrating and
implementing financial accounting controls and procedures. I
believe she will be of great help in advancing our financial
management."

Ms. Jin possesses a Bachelor's degree in Accounting from the
School of International Business at Hunan University and a Masters
of Business Administration in Finance and Accounting from Shanghai
University of Financial and Economics.  Ms. Jin is a member of the
China Association of Chief Financial Officers, the Institute of
Management Accountants, and the International Financial Management
Association.

Prior to joining AgFeed, Ms. Jin served as the Chief Financial
Officer of Changsha Zhan Hong Energy Chemical Co., Ltd., where she
directed an array of financial functions, including effective
variance analyses on financial performance, financial budgeting
and financial ratio monitoring.  Under her leadership, the
financial department assisted management with strategic planning,
budgeting, management process control, corporate performance
evaluation, and, most importantly, increasing shareholder value.

From 2003 to 2004, Ms. Jin was the Assistant Chief Executive
Officer of Citia International Ltd. N. Z., where she established
that company's financial and operational infrastructure and
designed and implemented internal controls for its financial and
operating systems.  Ms. Jin began her career as an assistant
professor in the Business School of Central South University,
where her responsibilities included teaching courses and
conducting research in financial accounting, corporate finance
analysis, taxation, and management information systems for
accounting.

While an MBA candidate, Ms. Jin directed a number of projects,
including setting up a customized enterprise performance
evaluation system based on a corporation's unique situations and
EVA, BSC, and KPI principles, evaluating the opportunities/risks
of investing in limestone mining and deep processing for China
Minmetals Corporation, a Fortune 500 global company, as well as
analyzing and forecasting the general trend of the stock market
for real-estate enterprises.

                      About AgFeed Industries

Nasdaq Global Market listed AgFeed Industries --
http://www.agfeedinc.com/-- is a U.S. company with its primary
operations in China.  AgFeed has two profitable business lines --
premix animal feed and hog production. AgFeed is China's largest
commercial hog producer in terms of total annual hog production as
well as the largest premix feed company in terms of revenues.
China is the world's largest hog producing country that produces
over 600 million hogs per year, compared to approximately
100 million hogs in the U.S. China also has the world's largest
consumer base for pork consumption.  Over 65% of total meat
consumed in China is pork.  Hog production in China enjoys income
tax free status.  The pre-mix feed market in which AgFeed operates
is an approximately $1.6 billion segment of China's $40 billion
per year animal feed market, according to the China Feed Industry
Association.


ALICIA DELA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Alicia Dela Vega De Vera and Rogelio Soriano De Vera
        518 Shirley Avenue
        Hayward, CA 94541

Bankruptcy Case No.: 09-42681

Chapter 11 Petition Date: April 2, 2009

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way, #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  Email: ken@1031focus.com

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

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

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

The petition was signed by Alicia Dela Vega De Vera and Rogelio
Soriano De Vera.


AMERICAN AXLE: May Lose Most in GM or Chrysler Bankruptcy
---------------------------------------------------------
Alex Ortolani of Bloomberg News reports that American Axle &
Manufacturing Holdings Inc. and Magna International Inc. may be
most at risk for billions of dollars in lost payments to
partsmakers in a bankruptcy filing by General Motors Corp. or
Chrysler LLC.

Bloomberg relates that the Obama administration gave GM a June 1
deadline to cut debt and labor costs or restructure in court-
protected bankruptcy.  Chrysler has until April 30 to meet the
same goals.  Partsmakers are preparing for such a scenario by
trying to win better contract terms such as faster payments,
Bloomberg said.

According to data from research-company Connexiti, American Axle
relies on GM for more of its revenue than any other publicly
traded supplier, and Magna is the most reliant on Chrysler.  GM
and Chrysler, which now acknowledge bankruptcy is an option, said
hundreds of suppliers are interested in securing payment
guarantees through a government-aid program.  Magna, the second-
largest auto supplier in North America, is eligible because it has
U.S. subsidiaries.  The companies relied on GM and Chrysler for
$9.59 billion globally in combined revenue last year, Bloomberg
said.

Bankruptcies would put at risk automaker payments that totaled
more than $40 billion in the U.S. last year for parts ranging from
door handles to fuel-injectors.

Bloomberg reports that according to bankruptcy lawyers, the
automakers are probably developing a list of suppliers that are
most critical and will need the bankruptcy court to make sure they
get paid.

According to research firm CSM Worldwide, based in Northville,
Michigan, GM shares more than half its suppliers with Chrysler,
Ford Motor Co., and Toyota Motor Corp. Rick Mikels, chairman of
the bankruptcy, restructuring and commercial-law practice at Mintz
Levin PC, as cited by the report said that the interconnectedness
may mean a bankruptcy court would assure that the most important
suppliers to the automakers get paid.

                       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.


AMERICAN INT'L: Delays Filing of Annual Proxy Statement
-------------------------------------------------------
American International Group Inc. has delayed filing its annual
proxy statement due to potential changes in its board, Liam
Pleven, Deborah Solomon, and Joann S. Lublin at The Wall Street
Journal report, citing a person familiar with the matter.

According to WSJ, the source said that AIG is planning to expand
and reshuffle its 11-member board.  Citing the source, WSJ states
that the delay in the filing of the proxy statement would last for
a few more days.

WSJ notes that three board members wouldn't be re-elected to the
board during AIG's coming annual meeting, previously scheduled for
May 13.  People familiar with the matter said that in recent days,
there has been uncertainty at top levels of AIG about reasons for
the delay in the proxy filing.  AIG said in a statement, "We are
in ongoing discussions regarding several issues and as a result
have not yet filed our proxy statement.  We intend to reschedule
our annual meeting and will announce the new date in due course."

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: Enters Into Securities Purchase Pact With Treasury
------------------------------------------------------------------
American International Group, Inc., entered on April 17, 2009,
into a Securities Purchase Agreement with the U.S. Department of
the Treasury pursuant to which, among other things, AIG would
issue and sell to the Treasury Department, and the Treasury
Department would purchase from AIG, (i) 300,000 shares of Series F
Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value
$5.00 per share, of AIG and (ii) a warrant to purchase up to 3,000
shares of common stock, par value $2.50 per share, of AIG.

Pursuant to the Purchase Agreement, the Treasury Department has
committed for five years to provide immediately available funds in
an amount up to $29.84 billion so long as:

     -- AIG is not a debtor in a pending case under Title 11 of
        the United States Code; and

     -- The AIG Credit Facility Trust, a trust established for the
        sole benefit of the United States Treasury, and the
        Treasury Department in the aggregate own more than fifty
        percent of the aggregate voting power of AIG's voting
        securities.

The Available Amount will be decreased by the aggregate amount of
financial assistance that the Treasury Department provides to AIG,
its subsidiaries or any special purpose vehicle established by or
for the benefit of AIG or any of its subsidiaries after the
closing of the purchase and sale of the Securities, unless
otherwise specified by the Treasury Department, in its sole
discretion, under the terms of such financial assistance.
The Purchase Agreement restricts AIG's ability to repurchase
capital stock and requires AIG to continue to maintain policies
limiting corporate expenses, lobbying activities and executive
compensation.

Under the Purchase Agreement, AIG is required to submit for
approval at its 2009 Annual Meeting of Shareholders the following
amendments to its Restated Certificate of Incorporation:

     -- a proposal to authorize the Board of Directors of AIG to
        issue preferred stock in series with different rankings;
        and

     -- a proposal to cause the Series F Preferred Stock of AIG,
        and any other series of preferred stock initially issued
        to the Treasury Department to rank senior to all the other
        series of preferred stock.

In addition, pursuant to the Purchase Agreement, the Treasury
Department has the right to exchange the shares of the Series F
Preferred Stock for a new series of AIG's serial preferred stock
with the same terms as the Series F Preferred Stock, except that
the liquidation preference of such new series will be $10,000 per
share, or such amount per share as may be reasonably specified by
the Treasury Department based on the number of shares of the new
serial preferred stock to be exchanged.

Following execution of the Purchase Agreement, on April 17, 2009,
AIG and the Treasury Department completed the purchase and sale of
the Securities.

A copy of the Securities Purchase Agreement is available at:

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

Series F Preferred Stock

Dividends on the Series F Preferred Stock are payable, if, and as
when declared by the Board or a duly authorized committee thereof,
on a non-cumulative basis, out of assets legally available
therefor, in cash, at the rate per annum of 10 percent of the
liquidation preference of the Series F Preferred Stock.  The
Liquidation Preference is initially $0 per share and will be
increased pro rata by the amount of each draw down of the
Commitment.  The Series F Preferred Stock ranks senior to the
Common Stock, ranks pari passu with the Series E Fixed Rate

Non-Cumulative Perpetual Preferred Stock of AIG (previously issued
to the Treasury Department) and, subject to the approval of the
amendments to AIG's Restated Certificate of Incorporation, will
rank senior to AIG's Series C Perpetual, Convertible,
Participating Preferred Stock and any other series of preferred
stock subsequently issued by AIG to any person other than the
Treasury Department with respect to the payment of dividends and
amounts upon liquidation, dissolution and winding up of AIG.

AIG may redeem the Series F Preferred Stock at the Liquidation
Preference, plus unpaid dividends for the then-current dividend
period, at any time that the Trust or a successor entity
beneficially owns less than 30 percent of AIG's voting securities
and no holder of the Series F Preferred Stock controls or has the
potential to control AIG.

Holders of the Series F Preferred Stock will be entitled to vote
for the election of the greater of two additional members of the
Board and a number of directors (rounded upward) equal to 20
percent of the total number of directors of AIG if dividends
payable on the shares of the Series F Preferred Stock have not
been paid for four or more dividend periods, whether or not
consecutive (including for this purpose the period during which
the Series D Fixed Rate Cumulative Perpetual Preferred Stock that
was issued to the Treasury Department on November 25, 2008, was
outstanding).

Pursuant the Purchase Agreement, AIG will be obligated, at the
request of the Treasury Department, to file a registration
statement under the Securities Act of 1933 with respect to the
Series F Preferred Stock.

Warrant

The Warrant will be exercisable for up to 3,000 shares of Common
Stock at an initial exercise price of $0.000001 per share.  The
ultimate number of shares of Common Stock to be issued under the
terms of the Warrant and the exercise price of the Warrant are
subject to certain customary anti-dilution adjustments as set
forth in the Warrant certificate, including among others, upon the
issuances, in certain circumstances, of Common Stock or securities
convertible into Common Stock.

The Warrant will have a term of 10 years and may be exercisable at
any time, in whole or in part.  The Warrant will not be subject to
any contractual restrictions on transfer other than such as are
necessary to ensure compliance with U.S. federal and state
securities laws.  The Treasury Department has agreed that it will
not exercise any voting rights with respect to the Common Stock
issued upon exercise of the Warrant.  AIG will be obligated, at
the request of the Treasury Department, to file a registration
statement with respect to the Warrant and the Common Stock for
which the Warrant can be exercised.  If the Series F Preferred
Stock issued in connection with the Warrant is redeemed in whole
or is transferred in whole to one or more unaffiliated third
parties, AIG may repurchase the Warrant and any Common Stock
issuable upon exercise of the Warrant then held by the Treasury
Department at any time thereafter for their fair market value so
long as the Treasury Department does not control or have the
potential to control AIG.

On April 17, 2009, AIG filed with the Secretary of State of the
State of Delaware a Certificate of Designations to its Restated
Certificate of Incorporation establishing the terms of the Series
F Preferred Stock.  A copy of the Certificate of Designations is
available at http://ResearchArchives.com/t/s?3bb9

Unregistered Sales of Equity Securities

The issuance and sale of the Securities were exempt from
registration under the Securities Act of 1933 pursuant to Section
4(2) of the Securities Act of 1933.

Material Modification to Rights of Security Holders.

The holders of the Series F Preferred Stock will have preferential
dividend and liquidation rights over the holders of Common Stock
and, if the stockholder proposals to amend AIG's Restated
Certificate of Incorporation are approved, over the holders of the
Series C Preferred Stock and any other series of preferred stock
subsequently issued by AIG to any person other than the Treasury
Department.  The applicable terms and preferences attached to the
Series F Preferred Stock are contained in the Certificate of
Designations, which was filed with the Secretary of State of the
State of Delaware on April 17, 2009.

        Office Remodeling, Fancy Hotels & Parties Curbed

Lavonne Kuykendall at The Wall Street Journal reports that,
according to an agreement AIG filed on Monday, office remodeling,
fancy hotels and even holiday parties are all under restriction as
the Company closes on its latest round of funding from the U.S.
Treasury.  WSJ relates that the Treasury's loan, originally
disclosed at $30 billion, was cut to $29.835 billion after
Treasury deducted $165 million to cover controversial retention
payments AIG made to executives in its financial products division
in March 2009.  WSJ states that under the agreement, travel
expenses, sponsorship of conferences and events, use of corporate
aircraft, office renovations, and holiday parties are to be
restricted.

The agreement, according to WSJ, states that AIG must secure
approval in writing before it makes the changes to its policy on
expenses while Treasury is still an investor.  WSJ reports that
AIG said that it will comply with compensation limits outlined in
the Emergency Economic Stabilization Act of 2008, which set limits
on pay for senior executives.

AIG said that it may have its senior partners agree in writing to
the changes that limit the use of "golden-parachute" and retention
payments, WSJ relates.  According to the report, retention
payments for senior partners can't exceed 3.5 times the partner's
base salary and target annual bonus.  The report says that AIG may
not use funds provided under the agreement to pay annual bonuses
or other performance awards and agrees to allow independent
confirmation.

                   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 U.S. Treasury and the Federal Reserve.  This concludes a
review for possible downgrade that was initiated on September 15,
2008.


AMERICAN SECURED: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: American Secured Storage of Rockwall, L.L.C.
        d/b/a Chandlers Landing Yacht & Tennis Club
        501 Yacht Club Drive
        Rockwall, TX 75032

Bankruptcy Case No.: 09-32049

Chapter 11 Petition Date: April 3, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Robert W. Fischer, Esq.
                  Fischer & Sanger
                  3231 Bryn Mawr Drive
                  Dallas, TX 75225
                  Tel: (214) 361-7301
                  Fax: (972) 546-1774
                  Email: rfischer@fischersanger.com

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

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

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

The petition was signed by Susan Gaskill, owner/manager of the
Company.


ANTONIO SANCHEZ: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Antonio Sanchez
        400 N Avenue 66
        Los Angeles, CA 90042

Bankruptcy Case No.: 09-18581

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court Central District of California

Judge: Barry Russell

Debtor's Counsel: John B Laing, Esq.
                  12328 Gladstone Ave #3
                  Sylmar, CA 91342
                  818-837-1212

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

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

A list of the Debtor's nine largest unsecured creditors is
available for free at: http://bankrupt.com/misc/cacb09-18581.pdf


ARTHUR MACHINERY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Arthur Machinery, Inc.
        2501 Landmeier Road
        Elk Grove Village, IL 60007

Bankruptcy Case No.: 09-11787

Chapter 11 Petition Date: April 2, 2009

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

Judge: Carol A. Doyle

Debtor's Counsel: Steven B Towbin, Esq.
                  321 N. Clark St., Suite 800
                  Chicago, IL 60610
                  Tel: (312) 276-1333
                  Fax: (312) 275-0569
                  Email: stowbin@shawgussis.com

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

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

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

          http://bankrupt.com/misc/ilnb09-11787.pdf

The petition was signed by Chad Arthur, president of the Company.


ASARCO LLC: Court Needs More Time to Rule on Sterlite Deal
----------------------------------------------------------
At a hearing held on April 14, 2009, Judge Richard Schmidt of the
U.S. Bankruptcy Court for the Southern District of Texas refused
to rule on ASARCO LLC's request to sell its operating assets to
Sterlite (USA), Inc., for $1.7 billion, Bloomberg News reports.
"It would really help me to have another week," Judge Schmidt said
at the hearing.

Sterlite's lawyers had said they would try to get an extension of
the April 15 deadline to allow Judge Schmidt more time to decide,
Edvard Pettersson and Thom Weidlich of Bloomberg News relate.
Under the parties' renewed purchase and sale agreement, Sterlite
has the ability to terminate the New PSA unless approved by the
Court by April 15, 2009.

Grupo Mexico S.A.B. de C.V. told Judge Schmidt at the hearing held
April 13 that it will offer $1.3 billion in cash for ASARCO LLC's
operating assets, The Wall Street Journal reports.  Grupo Mexico
is the parent of Americas Mining Corporation, ASARCO LLC's parent.

An unnamed Grupo Mexico executive has told Reuters that additional
payouts could be added to the offer.

"The plan still has to be finalized and presented to the judge
. . . and if it's approved we'll move forward.  Right now there is
nothing more than a preliminary suggestion," Reuters quoted the
Group Mexico executive as saying.

Robert Moore, Esq., Grupo Mexico's counsel, however, said at the
April 13 hearing that Grupo Mexico may present a plan "within
weeks" to place the $1.3 billion in cash and cash equivalents in
an escrow account.

The Sterlite offer consists of $1.1 billion in cash, a secured
$600 million note, and Sterlite's assumption of certain
liabilities through a renewed purchase and sale agreement.

Mr. Moore said at the April 13 hearing that the Debtors' asbestos
claimants support Grupo Mexico's offer.

        Glencore Joins in Asbestos Committee's Comment

Glencore Ltd., a Swiss company acting through its Stamford,
Connecticut branch, supports the Official Committee of Asbestos
Claimants' take on the proposed sale of ASARCO LLC's assets to
Sterlite.  The Asbestos Committee argued that the proposed
release of Sterlite's multibillion dollar liability to ASARCO for
breach of the Original Sterlite PSA is improper, unless Sterlite
actually acquires ASARCO's assets and pays the required
consideration.  Glencore also joins in the objections filed by
Montana Resources, Inc., and Robert C. Pate, the Future Claims
Representative.

Glencore is both a creditor and party-in-interest in the Debtors'
Chapter 11 cases.  It also was an active participant in the
Debtors' plan sponsor selection process.  Glencore submitted a
real and significant offer for all or substantially all of
ASARCO's assets, remains interested in acquiring all or
substantially all of the ASARCO assets, and has continued to
monitor the progress of the Debtors' bankruptcy cases.

Glencore particularly highlights certain of the objections it
finds has particular merit:

  -- The release of Sterlite's liability to ASARCO for breach of
     the Original Sterlite purchase and sale agreement is
     imprudent and improper unless Sterlite actually consummates
     the purchase of the assets.

  -- Sterlite and ASARCO should allocate the price of the
     consideration between the price of the release and the
     price of the assets.  Without the allocation, it is
     impossible for a third-party to present a "superior" bid,
     as the third-party has no means by which to measure the
     proposed purchase price of the assets.

  -- The release is effectively an additional break-up fee.
     In essence, should ASARCO seek to pursue an alternative
     transaction, Sterlite will receive the break-up fee plus
     the value of the release.

  -- The revised bid protections are inappropriate, improper and
     not in the best interest of the Debtors' creditors.  More
     specifically, (i) there should be no minimum overbid
     requirement favoring Sterlite; (ii) Sterlite should not be
     paid the breakup fee or expense under any circumstances;
     and  (iii) the no-shop covenant should be deleted.

  -- ASARCO should be required to reinstate and extend the "go-
     shop" period through confirmation of a plan of
     reorganization.

  -- The "back-up bid" option in Sterlite's favor has the effect
     of preventing the Debtors from selling the assets to a
     higher and better bidder.

Glencore reserves its right to appear and be heard at the hearing
to consider the Sterlite settlement.

            Parties Submit Witness & Exhibit Lists

ASARCO LLC has advised the Court it may call on one or more of
these witnesses:

   (1) Joseph F. Lapinsky, ASARCO's chief executive officer

   (2) H. Malcolm Lovett, Jr., member of ASARCO's board of
       directors

   (3) George M. Mack, managing director at Barclays Capital
       Inc.

   (4) C.V. Krishnan, president of Sterlite (USA), Inc., and
       managing director of Sterlite Industries (India) Ltd.

   (5) Jay L. Westbrook, faculty of the University of Texas
       School of Law

   (6) Any witness called or designated by any other party

   (7) Any witness necessary to rebut (i) the testimony of any
       witness called or designated by any other party, or (ii)
       any evidence presented or designated by any other party

ASARCO Incorporated and Americas Mining Corporation designated
these witnesses:

   (1) Edward Caine
   (2) C.V. Krishnan
   (3) Joseph Lapinsky
   (4) Malcolm Lovett
   (5) George Mack
   (6) Joseph J. Norton
   (7) Carlos Ruiz
   (8) Jay Lawrence Westbrook
   (9) Any witness designated or called by any other party
  (10) Any rebuttal or impeachment witnesses

The Official Committee of Asbestos Claimants and Robert C. Pate,
the Future Claims Representative jointly submitted that they may
call any or all of these witnesses:

   (1) Carlos Ruiz

   (2) Edward Caine

   (3) George M. Mack

   (4) Jay L. Westbrook

   (5) Joseph Lapinsky

   (6) Malcolm Lovett

   (7) Joseph J. Norton

   (8) C.V. Krishnan

   (9) Any individual corporate representative designated under
       Rule 30(b)(6) of the Federal Rules of Civil Procedure on
       behalf of Sterlite Industries (India) or Sterlite USA;

  (10) All witnesses designated by Debtors, Sterlite USA,
       Sterlite (India) or any other party to these proceedings;
       and

  (11) Any witnesses needed for purposes of rebuttal or
       impeachment.

The parties also submitted separate exhibit lists, containing
documents that they intend to offer in support of their position
with respect to the approval of the Sterlite settlement.

ASARCO LLC and the Parent subsequently amended their witness and
exhibit lists.

                   Proffers and Depositions

The Parties also submitted with the Court proffers and
depositions of their witnesses in connection with their support
or objection to the Sterlite settlement:

       Filing Party            Name of Witness
       ------------            ---------------
       ASARCO Inc/AMC          Joseph J. Norton
       ASARCO LLC              C.V. Krishnan
       ASARCO LLC              George M. Mack
       ASARCO LLC              H. Malcolm Lovett, Jr.
       ASARCO LLC              Jay Lawrence Westbrook
       ASARCO LLC              Joseph Lapinsky
       Asbestos Committee/     Edward Caine, and
       Robert C. Pate          C.V. Krishnan

           Parent Seek to Exclude Westbrook Testimony

For reasons stated in open court, Judge Schmidt denied the request
of ASARCO Incorporated and Americas Mining Corporation to exclude
the testimony and strike the proffer of Jay L. Westbrook, who was
employed by ASARCO LLC as special purpose consultant and
testifying expert in connection with the hearing on ASARCO's
request for the approval of the renewed Sterlite settlement.

"Counsel is not permitted to funnel argument through a retained
expert and call it 'expert testimony.'  Nor may counsel introduce
as 'expert testimony' self-serving statements that are unrelated
to and lack any foundation for or analysis of the fundamental
question at issue," Charles A. Beckham, Jr., Esq., at Haynes and
Boone, LLP, in Houston, Texas, had told the Court, on the Parent's
behalf.  "Yet that is precisely what the Debtors are attempting
with the proffer of Mr. Westbrook as a post hoc expert witness as
to the fairness of the proposed settlement with Sterlite," he
argues.

Mr. Westbrook is offering no opinions at all on issues related to
the financial evaluation of the proposed release of $2.6 billion-
plus "strong" claims against Sterlite in the face of "weak"
defenses, Mr. Beckham said.

Mr. Beckham argued that in the 20 hours Mr. Westbrook was able to
devote to the matter in the week between being retained and
rendering his proffered opinions, Mr. Westbrook:

  -- adopted as "factual" assumptions those valuation numbers
     created and fed to him by the Debtors' counsel;

  -- reviewed only materials given to him by the Debtors'
     counsel, none of which related to the value of the claims,
     defenses, damages, judgment or release;

  -- performed no independent analysis, verification,
     quantification, calculations or study; and

  -- rendered only the opinions that the Debtors' counsel asked
     him to give, but none of which relate to the quality,
     strength or value of the enterprise, claims, defenses,
     damages, judgment, releases or the fairness or
     reasonableness of the proposed Sterlite settlement.  Much
     the opinions came almost verbatim from the Debtors'
     settlement reques.

Mr. Westbrook purported to limit his opinions to the "processes"
of collecting a United States judgment in a foreign jurisdiction,
but assigns no discount value to the judgment for the "alleged"
risks of litigation or for the claimed difficulties of
collection, Mr. Beckham pointed out.

The Court is being called upon to evaluate the range of potential
claims against Sterlite and whether the amount received by the
bankruptcy estates under the proposed settlement and release of
claims is fair, equitable and in the best interests of the
Debtors' estate, the Parent noted.  Yet, Mr. Westbrook has
acknowledged that he does not and cannot offer any opinion, and
has done no analysis on the strength, quality or value of the
claims and defenses, the value being given for the release, the
value of the enterprise being purchased, the "alleged" discounted
value of any judgment on the claims to be released, or the
fairness or reasonableness of the proposed Sterlite settlement,
Mr. Beckham pointed out.  In fact, as to the amount of
consideration being received by the estate, Mr. Westbrook
provided no number and expressly relied on the Debtors'
instructions to assume that "ASARCO is receiving approximately
$400 million from Sterlite that may be related to the Release,"
Mr. Beckham contended, citing Mr. Westbrook's proffer.

Thus, without further inquiry, the Court should exclude Mr.
Westbrook's irrelevant and unhelpful proffered testimony from the
evaluation of the Sterlite settlement, the Parent contends.  In
the alternative, the Parent asks the Court to limit  Mr.
Westbrook's testimony and opinion as appropriate under the
applicable standards for admission of expert testimony.

In short, Mr. Westbrook's proffered testimony simply does not
relate to and will not aid the Court in resolving whether the
proposed settlement and release of certain claims of the Debtors
with damages of $2.6 billion-plus in exchange for an unknown and
undisclosed amount of consideration is fair, equitable and in the
best interests of the Debtors' estates, Mr. Beckham said.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Creditors Panel Expands Scope of Exponent Engagement
----------------------------------------------------------------
The official committee of unsecured creditors of ASARCO LLC seeks
authority from the U.S. Bankruptcy Court for the Southern District
of Texas, on an expedited basis, to expand the scope of Exponent
Inc.'s engagement.

ASARCO and the Creditors Committee agreed in a negotiated order
that Exponent Inc.'s retention is approved and the Creditors
Committee may retain Exponent Inc. as environmental consultants to
review proposed environmental settlements subject to certain
limitations, including the Creditors Committee's use of Exponent
Inc. to evaluation of proposed settlements at certain sites like
the Omaha Lead Site.  The Agreed Order also provides that the
Creditors Committee retains the right to apply to the Court to
expand the scope of Exponent Inc.'s engagement should the
Creditors Committee deem it necessary to protect the interests of
unsecured creditors.

Evelyn H. Biery, Esq., at Fulbright & Jaworski L.L.P., in
Houston, Texas, relates that the Creditors Committee filed an
objection to the Debtor's request to approve a settlement of
environmental claims.  She discloses that to date, the Creditors
Committee has used Mark W. Johns, PhD, P.G., L.G., of Exponent
Inc. to review the relevant documents related to the proposed
settlement agreements.  Dr. Johns is a licensed geologist and
geoscientist and is qualified to be an expert for estimating
environmental liabilities and evaluating remedial actions for
consistency with the National Contingency Plan, both issues
raised in the Objection.

Pursuant to the Agreed Order, Dr. Johns has reviewed materials
regarding the OLS Site and the estimation of remediation costs at
the OLS Site and other sites, including materials produced since
the conclusion of the August 2008 OLS Site estimation hearings,
like the "Final Lead Based Paint Recontamination Study Report"
dated October 2008.  Based on that review, Dr. Johns has
information and opinions that the Creditors Committee believes
will aid the Court in its review of the proposed settlement
agreements, Ms. Biery tells Judge Schmidt.  She adds that expert
evidence is necessary in the present case given the complex
statistical and scientific evidence at issue.

The Creditors Committee thus seeks the Court's permission to
expand the scope of Exponent Inc.'s engagement to include its use
of Dr. Johns as an expert witness at the hearing to review and
opine on expert reports and rebuttal reports, to prepare expert
and any rebuttal reports, to participate in discovery related to
the expert reports and rebuttal reports, and to testify at any
hearing related to the settlements as an expert.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Seeks to Employ Business Strategy as Consultants
------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas to employ Business Strategy, Inc., to
perform postpetition examination of its accounts payable,
inventory, supply and expense transactions.  ASARCO also seeks to
pay for BSI's services under a compensation structure incorporated
in the parties' engagement agreement.

As part of its normal business operations, ASARCO maintains a
process-oriented accounting system that generates and records
data related to the Debtor's various administrative functions,
including inventory management, supply and expense transactions,
tax accrual and invoice processing.  To ensure that its
accounting processes are accurate, efficient, and effective,
ASARCO believes that it is appropriate to retain the services of
an outside auditing firm to examine its administrative practices.
By doing so, ASARCO intends to streamline its administrative
operations and reduce expenses associated with its process
accounting.

To ensure that ASARCO efficiently and effectively meets its
administrative needs, BSI is expected to:

  (a) verify paid inventory, supply and expense invoices for
      proper processing;

  (b) verify proper accounting for inventory and supplies
      returned to vendors;

  (c) search vendor records for duplicates or overpayments;

  (d) reconcile vendor records with ASARCO's records;

  (e) review and verify vendor incentive programs;

  (f) search freight programs for excessive payments;

  (g) audit sales and conduct tax recovery;

  (h) conduct a document management assessment; and

  (i) evaluate the telecommunication services and wireless
      account management.

ASARCO propose to pay for BSI's its services under a contingent-
fee structure, whereby the firm will be paid:

  -- 35% of the first $200,000 of Economic Benefit recovered;
  -- 30% on the next $300,000 of Economic Benefit recovered;
  -- 25% on the next $500,000 of Economic Benefit recovered; and
  -- 10% on accumulated recovery over $1,000,000.

Under the Engagement Agreement, "Economic Benefit" refers to an
event when ASARCO receives the benefit of a claim through
deduction, credit memo, check or offset of liability not
previously recorded on ASARCO's books, or identified in writing
prior to the beginning of BSI's engagement.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
tells the Court that the fees to be paid to BSI will include all
personnel, travel, per diem, meals, lodging, administrative, and
data processing costs associated with the engagement.

ASARCO believes that the employment and compensation of BSI is
within the ordinary course of its business.  Nevertheless, in the
interest of full disclosure and in an abundance of caution,
ASARCO seeks the Court's permission of BSI's retention.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASYST TECHNOLOGIES: Files for Chapter 11, Related Filings in Japan
------------------------------------------------------------------
Asyst Technologies, Inc. filed voluntary petition under Chapter 11
of the U.S. Bankruptcy Code.  The company's Japanese subsidiaries,
Asyst Technologies Japan Holdings Company, Inc. and Asyst
Technologies Japan, Inc., also entered into related voluntary
proceedings under Japan's Corporate Reorganization Law (Kaisha
Kosei Ho).

As a result of the global economic recession, demand for
semiconductor manufacturing equipment has declined dramatically.
Over the past several months, the company has undertaken
significant efforts to reduce its expense structure and working
capital requirements in response to these unprecedented
conditions. These efforts have included significant decreases in
non-labor expenses, work force reductions, executive salary cuts,
reductions in benefits, and mandatory time off.  As a result, the
company has significantly reduced its cash breakeven level.  The
company also has been exploring strategic alternatives, including
a sale of the company and/or significant asset sales, which would
maximize value on behalf of all of the company's stakeholders.
However, recent delays in customer projects and related cash
collections, a constriction in available borrowing from lenders,
acceleration of vendor payment obligations, and inability to
generate sufficient cash flow or identify new sources of liquidity
have caused the company to seek bankruptcy protection in order to
be better able to manage its operations through a restructuring
process.

Through its Chapter 11 case, the company intends to effectuate a
disposition of its assets or other strategic alternative that will
maximize value for all constituencies.  The company expects to
continue essential operations, including product support, service
and warranty programs, during this process.  Importantly, the
parallel bankruptcy proceedings in the U.S. and Japan will permit
the company to preserve the going concern value of its assets in
order to minimize any impact or disruption to the company's
continued ability to develop, maintain, and service its
intellectual property.

The initiation of these proceedings in the United States and Japan
are events of default under Asyst's senior secured term and
revolving credit agreement with KeyBank National Association, as
lead manager and administrative agent, and under lines of credit
from Japanese banks previously available to our subsidiaries in
Japan, as well as other agreements to which Asyst and subsidiary
entities are a party. These defaults automatically accelerated the
outstanding indebtedness under the term loan and revolving credit
agreements and lines of credit.

The company is seeking Court approval of a stipulation with
KeyBank National Association, agent for the company's lenders
under its principal credit facility, permitting the company's use
of cash collateral during its bankruptcy case.  The company is
also evaluating sources of debtor-in-possession financing to
provide additional liquidity during the Chapter 11 process.

                            About Asyst

Asyst Technologies, Inc. -- http://www.asyst.com/-- provides
integrated automation solutions that enable semiconductor and flat
panel display manufacturers to increase their manufacturing
productivity and protect their investment in materials during the
manufacturing process.  Encompassing isolation systems, work-in-
process materials management, substrate-handling robotics,
automated transport and loading systems, and connectivity
automation software, Asyst's modular, interoperable solutions
allow chip and FPD manufacturers, as well as original equipment
manufacturers, to select and employ the value-assured, hands-off
manufacturing capabilities that best suit their needs.


AVENTINE RENEWABLE: Can Hire Garden City As Claims & Notice Agent
-----------------------------------------------------------------
Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized to Aventine Renewable Energy Holdings, Inc.,
and its debtor-affiliates to employ the Garden City Group, Inc.,
as claims and notice and balloting agent.

Garden City is expected to provide consulting and data-processing
services to the Debtors in connection with claims administration,
reconciliation and negotiations, and administration of plan of
reorganization votes.

In addition, Garden City will assist the Debtors in certain data
processing and ministerial administrative functions, including (i)
preparing their schedules, statements of financial affairs and
master creditor list, and any amendments thereto; (ii) if
necessary, reconciling and resolving claims; and (iii) acting as
solicitation and disbursing agent in connection with the Chapter
11 plan process.

Jeffrey S. Stein, vice president for business reorganizations at
Garden City, told the Court that the firm received a $50,000
retainer for its services.

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

                      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.


B & C CORPORATION: Taps Brouse McDowell as Bankruptcy Counsel
-------------------------------------------------------------
B & C Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio for authority
to employ Brouse McDowell LPA as counsel.

Brouse McDowell will:

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

   b) advise the Debtors with respect to all bankruptcy matters;

   c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of their estates;

   d) represent the Debtors at all hearings on matters relating to
      their affairs and interests as debtors-in-possession before
      this Court, any appellate courts, the United States Supreme
      Court, and protecting the interests of the Debtors;

   e) prosecute and defend litigated matters that may arise during
      these cases, including matters as may be necessary for the
      protection of the Debtors' rights, the preservation of
      estate assets, or the Debtors' successful reorganization;

   f) prepare and file the disclosure statement and negotiate,
      present and implement a Plan of Reorganization;

   g) negotiate and seek approval of a sale of some or all of the
      Debtors' assets if it be in the best interests of the
      Debtors' estates;

   h) negotiate appropriate transactions and prepare any necessary
      documentation related thereto;

   i) represent the Debtors on matters relating to the assumption
      or rejection of executory contracts and unexpired leases;

   j) advise the Debtors with respect to corporate, securities,
      real estate, litigation, labor, finance, environmental,
      regulatory, tax, healthcare and other legal matters which
      may arise during the pendency of the Chapter 11 cases; and

   k) perform all other legal services that are necessary for the
      efficient and economic administration of these cases.

The hourly rates of Brouse McDowell's professionals working in the
Chapter 11 cases are:

     Marc B. Merklin                   $350
     Kate M. Bradley                   $240
     Alan A. Koschik                   $275
     Jessica E. Price                  $260
     Susan P. Taylor                   $180
     Bridget A. Franklin               $145
     Theresa M. Palcic                 $145

Mr. Merklin, a partner at Brouse McDowell, tells the Court that
the firm is holding $174,930 as a retainer for its services,
including anticipated contested litigation with Alcoa, Inc.  The
retainer includes $30,000 to be used to retain an expert witness
or witnesses in connection with the anticipated Alcoa litigation.
Brouse McDowell was paid for all services through April 9, 2009.
Brouse McDowell will request that any remaining retainer funds be
applied to its compensation.

Mr. Merklin assures the Court that Brouse McDowell is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Court.

Mr. Merklin can be reached at:

     Brouse McDowell LPA
     388 S. Main Street, Suite 500
     Akron, OH 44311

                      About B & C Corporation

Headquartered in Norton, Ohio, B & C Corporation is a precision
turned product manufacturer with two divisions, JR Engineering and
JR Wheel.  JR Engineering manufactures and supplies quality
automobile products for major customers, including General Motors,
Delphi Corporation, Ford Motor Company, and Chrysler, LLC.  JR
Wheel focuses on manufacturing machining of automobile wheels for
Alcoa Wheel Product, a company affiliated to Alcoa, Inc.

The Company and certain of its affiliates filed for Chapter 11
protection on April 10, 2009 (Bankr. N. D. Oh. Lead Case No. 09-
51455).  The Company's assets and debts both range from
$10 million to $50 million.


B & C CORPORATION: Wants Access to Cash Securing Fifth Third Loan
-----------------------------------------------------------------
B & C Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio to:

   i) authorize the Debtors to use the cash collateral of the
      Lenders on an interim basis; and

  ii) establish that the interests of secured lenders will be
      adequately protected.

As of the petition date, Debtors are indebted to Fifth Third Bank,
as agent and lender, and Citizens Bank of Pennsylvania, as lender,
pursuant to obligations in the Amended and Restated Credit and
Security Agreement, dated June 30, 2006, as amended.

The prepetition credit agreement provides for a revolving credit
facility in the maximum principal amount of $2.5 million.  In
addition to the revolving loan, Fifth Third provided a separate
special advance term loan with an outstanding principal balance of
$1 million.  As of April 9, 2009, there was $2,133,163 outstanding
on the revolving loan and $1,001,833 outstanding on the Special
Advance.  Louis Bilinovich, Sr., has guaranteed the Debtors'
obligations under the Special Advance through a guaranty
agreement, as amended, modified and supplemented.

The Debtors are need cash to meet payroll, to pay necessary
business expenses, to continue their operations and to avoid
immediate and irreparable harm to their bankruptcy estates.

As adequate protection, the Debtors propose to provide the lenders
replacement and additional liens.

                      About B & C Corporation

Headquartered in Norton, Ohio, B & C Corporation is a precision
turned product manufacturer with two divisions, JR Engineering and
JR Wheel.  JR Engineering manufactures and supplies quality
automobile products for major customers, including General Motors,
Delphi Corporation, Ford Motor Company, and Chrysler, LLC.  JR
Wheel focuses on manufacturing machining of automobile wheels for
Alcoa Wheel Product, a company affiliated to Alcoa, Inc.

The Company and certain of its affiliates filed for Chapter 11
protection on April 10, 2009 (Bankr. N. D. Oh. Lead Case No. 09-
51455).  The Company's assets and debts both range from
$10 million to $50 million.


BANK OF AMERICA: Merrill Contributes More Than $3BB to Net Income
-----------------------------------------------------------------
Bank of America Corporation reported first-quarter 2009 net income
of $4.2 billion.  After preferred dividends, including
$402 million paid to the U.S. government, diluted earnings per
share were $0.44.  Those results compared with net income of
$1.2 billion, or diluted earnings per share of $0.23 after
preferred dividends, during the same period last year.

Results for the quarter include Merrill Lynch & Co., which Bank of
America purchased on January 1, 2009, and Countrywide Financial,
which was acquired on July 1, 2008.  Merrill Lynch contributed
$3.7 billion to net income, excluding certain merger costs, on
strong capital markets revenue.

Net income more than doubled to $510 million due to the
acquisition of Merrill Lynch partially offset by lower net
interest income from legacy Bank of America.  Net revenue
increased to $4.4 billion as investment and brokerage service
income rose to $2.4 billion and net interest income increased 62
percent mainly from the acquisition of Merrill Lynch.

Countrywide also added to net income as mortgage lending and
refinancing volume increased. The year-ago period does not include
Merrill Lynch and Countrywide results.

The Company also took several actions in the quarter to enhance
its capital and liquidity position, including strengthening its
loan loss reserves and building its cash position.

"The fact that we were able to post strong, positive net income
for the quarter is extremely welcome news in this environment,"
said Kenneth D. Lewis, chairman and chief executive officer.  "It
shows the power of our diversified business model as well as the
ability of our associates to execute.  We are especially gratified
that our new teammates at Countrywide and Merrill Lynch had
outstanding performance that contributed significantly to our
success.  However, we understand that we continue to face
extremely difficult challenges primarily from deteriorating credit
quality driven by weakness in the economy and growing
unemployment.  Our company continues to be a solid contributor to
the effort to revitalize the U.S. economy through our industry-
leading efforts to reform mortgage lending, restructure home loans
where appropriate and mitigate foreclosures wherever possible.  We
look forward to continuing that role."

First Quarter 2009

Bank of America Merrill Lynch was No. 2 in global and U.S.
investment banking fees during the quarter and based on volume was
No. 1 in U.S. equity capital markets, No. 1 in U.S. high yield
debt, leveraged and syndicated loans, and was a top-five advisor
on mergers and acquisitions globally and in the U.S., according to
first-quarter league tables.

Bank of America funded $85 billion in first mortgages, helping
more than 382,000 people either purchase a home or refinance their
existing mortgage.  Approximately 25 percent were for purchases.

Credit extended during the quarter, including commercial renewals
of $44.3 billion, was $183.1 billion compared with $180.8 billion
in the fourth quarter.  New credit included $85.2 billion in
mortgages, $70.9 billion in commercial non-real estate,
$11.2 billion in commercial real estate, $5.5 billion in domestic
and small business card, $4.0 billion in home equity products and
$6.3 billion in other consumer credit.  Excluding commercial
renewals, new credit extended during the period was $138.8 billion
compared with more than $115 billion in the fourth quarter.

During the first quarter, Small Business Banking extended more
than $720 million in new credit comprised of credit cards, loans
and lines of credit to more than 45,000 new customers.

The Company originated $16 billion in mortgages made to 102,000
low- and moderate-income borrowers.

To meet rising refinancing and first mortgage application volume,
the Company is in the process of adding approximately 5,000
positions in fulfillment.  In addition, the Company has more than
6,400 associates in place to address increasing needs from
consumers for assistance with loan modifications.

To help homeowners avoid foreclosure, Bank of America modified
nearly 119,000 home loans during the quarter.  Last year, the
Company embarked on a loan modification program projected to
modify over $100 billion in loans to help keep up to 630,000
borrowers in their homes.  The centerpiece of the program is a
proactive loan modification process to provide relief to eligible
borrowers who are seriously delinquent or are likely to become
seriously delinquent as a result of loan features, such as rate
resets or payment recasts.  In some instances, innovative new
approaches will be employed to include automatic streamlined loan
modifications across certain classes of borrowers.  Also during
the first quarter, the company began a new program that utilizes
affordability measures to qualify borrowers for loan
modifications.

Average retail deposits in the quarter increased $140.0 billion,
or 27 percent, from a year earlier, including $107.3 billion in
balances from Countrywide and Merrill Lynch.  Excluding
Countrywide and Merrill Lynch, Bank of America grew retail
deposits $32.7 billion, or 6 percent, from the year-ago quarter.

Transition Update

The Merrill Lynch integration is on track and expected to meet
targeted cost savings.  Senior- and middle-management appointments
have been made across all lines of business, including the
complete integration of global research, and the combination of a
large number of client-facing teams in corporate and investment
banking and Global Markets is in place.

Merrill Lynch financial advisors and Bank of America are engaged
in client referrals.  Merrill Lynch financial advisors are in the
process of integrating Bank of America's broad product set to
offer clients.  The business has had early success with a sales
program for certificates of deposit, which booked more than
$135 million in CDs in Florida alone.  The program soon will be
rolled out nationally.

Bank of America and Merrill Lynch investment banking teams worked
jointly, providing advice and financing on numerous transactions
in the quarter.

The Countrywide transition is on track.  Cost savings from the
acquisition are ahead of schedule.

Later this month, the company will introduce the Bank of America
Home Loans and Insurance brand to consumers.

First Quarter 2009 Financial Summary

Revenue and Expense

Revenue net of interest expense on a fully taxable-equivalent
basis more than doubled to a record $36.1 billion from a year ago.
Net interest income on a fully taxable-equivalent basis rose 25
percent to $12.8 billion from $10.3 billion in the first quarter
of 2008 due to an improved rate environment, the addition of
Countrywide and Merrill Lynch and an increase in market-based net
interest income.  These improvements were impacted by the sale of
securities and higher funding costs related to an increase in
long-term debt.  The net interest yield declined three basis
points to 2.70 percent due to lower-yielding assets associated
with the acquisitions during the past year.

Noninterest income rose more than threefold to $23.3 billion
compared with a year earlier.  Increases in trading account
profits, investment and brokerage services, gains on sales of debt
securities and other income reflected the addition of Merrill
Lynch while growth in mortgage banking income reflected the
Countrywide acquisition and higher mortgage activity due to lower
interest rates.  Equity investment income includes a $1.9 billion
pretax gain on the sale of China Construction Bank (CCB) shares.
Bank of America continues to own approximately 17 percent of the
common shares of CCB.  These increases were partially offset by
lower card income due to higher credit costs on securitized credit
card loans and lower revenues.

Noninterest income included $2.2 billion in gains related to mark-
to-market adjustments on certain Merrill Lynch structured notes as
a result of credit spreads widening.

Noninterest expense increased to $17.0 billion from $9.3 billion a
year earlier.  Higher personnel and general operating expenses,
driven in part by the Merrill Lynch and Countrywide acquisitions,
contributed $6.4 billion of the increase.  Pretax merger and
restructuring charges related to acquisitions rose to $765 million
from $170 million a year earlier.

The efficiency ratio on a fully taxable-equivalent basis was
47.12 percent compared with 53.32 percent a year earlier.  Pretax,
pre-provision income on fully taxable-equivalent basis was a
record $19.1 billion.

Credit Quality

Credit quality deteriorated further across all lines of business
as housing prices continued to fall and the economic environment
weakened.  Consumers are under significant stress from rising
unemployment and underemployment levels.  These conditions led to
higher losses in almost all consumer portfolios.

Declining home values, reduced spending by consumers and
businesses and continued turmoil in the financial markets
negatively impacted the commercial portfolio.  Commercial losses
increased from the prior quarter driven by higher broad-based
losses in the non-homebuilder portion of the real estate portfolio
within Global Banking and the small business portfolio within
Global Card Services.

The provision for credit losses of $13.4 billion rose from
$8.5 billion in the fourth quarter and included a $6.4 billion net
addition to the allowance for loan and lease losses.  Reserves
were added across most consumer portfolios reflecting increasing
economic stress on consumers.  Reserves were also increased on
commercial portfolios.  Nonperforming assets were $25.7 billion
compared with $18.2 billion at December 31, 2008, and $7.8 billion
at March 31, 2008, reflecting the continued deterioration in
portfolios tied to housing.

Capital Management

Total shareholders' equity was $239.5 billion at March 31.  Period
end assets were $2.3 trillion.  The Tier 1 Capital ratio was
10.09 percent, up from 9.15 percent at December 31, 2008, and
higher than the 7.51 percent a year ago.  The Tangible Common
Equity ratio was 3.13 percent, up from 2.93 percent at
December 31, 2008, and lower than 3.21 percent a year earlier.
In January, $20.5 billion of common shares were issued in
connection with the Merrill Lynch acquisition.  The company also
issued $8.6 billion of preferred shares in exchange for
outstanding Merrill Lynch preferred stock.  Additionally, the
company issued $30.0 billion in preferred stock related to the
Troubled Asset Relief Program to the U.S. Department of the
Treasury.  Bank of America paid a cash dividend of $0.01 per
common share.  During the quarter, preferred dividends decreased
earnings available to common shareholders by $1.4 billion.  Period
end common shares issued and outstanding were 6.40 billion for the
first quarter of 2009, 5.02 billion for the fourth quarter of 2008
and 4.45 billion for the year-ago quarter.

             CtW Reiterates Opposition to BofA's CEO

CtW Investment Group said, "For the past several weeks Bank of
America has sought to turn its first quarter 2009 earnings into a
referendum on its acquisition of Merrill Lynch and, by extension,
the performance of its board in advance of its April 29th director
election.  Bank of America released those earnings this morning
and, judging by the more than 20% drop in its share price so far
today [April 20], shareholders are not impressed.  Bank of
America's first quarter earnings of $2.8 billion net of preferred
dividends were made possible by aggressive reserve practices and a
series of one-time gains.  Even so, they do not even begin to
offset the $22 billion in pre-tax losses that Merrill incurred in
the fourth quarter of 2008, after the merger agreement was signed
but before the deal closed."

"Had Bank of America kept its ratio of non-performing loans to the
allowance for loan losses constant from December 31, it would have
had to boost its loan loss provision by an additional
$3.5 billion, more than enough to transform first quarter earnings
into a loss after deducting dividends on preferred shares.
Furthermore, the reported $2.8 billion first quarter earnings
include one-time gains, including a $1.9 billion pretax gain on
the sale of shares in China Construction Bank, $1.5 billion in
security gains and $2.2 billion in gains related to mark-to-market
adjustments on certain structured notes issued by Merrill.  The
reality is that no earnings report can compensate for the Bank of
America board's failures to both disclose Merrill's alarming
deterioration prior to the merger vote and prevent nearly
$4 billion in pay-for-failure bonuses from going out the door to
Merrill executives at the expense of Bank of America shareholders.
Today's announcement only reinforces investor concerns that the
Merrill acquisition has dramatically increased Bank of America's
risk profile even as the quality of its own loan portfolio is
deteriorating and the economic outlook remains uncertain," CtW
Investment stated.

CtW Investment said, "The CtW Investment Group therefore
reiterates its recommendation that Bank of America shareholders
vote against Chairman and CEO Ken Lewis and directors Tom Ryan and
Temple Sloan at the bank's April 29 shareholder meeting.  Three
leading independent proxy voting services -- RiskMetrics/ISS,
Glass-Lewis and Egan Jones -- are also recommending that
shareholders vote against directors Lewis and Sloan among others."

                          Bank of America

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

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

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

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


BEACON PLUMBING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Beacon Plumbing and Mechanical, Inc.
        8611 South 192nd St.
        Kent, WA 98031

Bankruptcy Case No.: 09-13232

Chapter 11 Petition Date: April 3, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union St., Ste. 500
                  Seattle, WA 98101
                  Tel: (206) 223-9595
                  Email: lbf@chutzpa.com

Total Assets: 0.00

Total Debts: $3,098,078.00

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

          http://bankrupt.com/misc/wawb09-13232.pdf

The petition was signed by William K. Cahill, President of the
company.


BEARINGPOINT INC: Proposes Protocol for PwC-Led Auction
-------------------------------------------------------
BearingPoint Inc. and its affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to approve procedures for
submitting bids for its Commercial Services Group assets.

The Debtors also ask the Court to approve a "stalking horse"
agreement with PricewaterhouseCoopers LLP.  As stalking horse
bidder, PwC will receive a break-up fee of $750,000 and
reimbursement of up to $500,000 in expenses if the Debtor closes a
sale with another party.

The Debtors now seek to sell their CS group, in whole or in part.
The CS group is primarily comprised of contracts with a highly
diversified range of clients, including those in the world's
leading life sciences and energy markets, as well as technology,
consumer markets, manufacturing, transportation, communications
and private and public utilities.  A sale of the CS Group in
whole, as opposed to in parts, maximizes the value of these
assets.

After extensive review of proposals received during the sales
process for the assets in BearingPoint's CS Group and certain
related assets, the Debtors, along with their advisors, have
determined that PwC's offer presents the Debtors with significant
value.  Furthermore, the Debtors believe that the PwC offer
complements the sale of their Public Services Industry Group to
Deloitte LLP as it enables the Debtors to sell their two main
domestic divisions largely intact.

PwC has offered $25 million for the CS Group assets.  The Debtors
will sell to PWC specified customer contracts of the CS Group, and
the accounts receivable, work in progress, certain intellectual
property and other assets related thereto, and PWC will assume
only (i) liabilities arising postclosing out of the customer
contracts that it acquires and (ii) liabilities with respect to
accrued vacation, sick and personal days (not to exceed 24 days)
for those employees that become employees of PwC.  PWC has also
agreed to purchase the equity interests of BearingPoint
Information Technologies (Shanghai) Limited, a company owned by
BearingPoint, Inc. that operates a global development center in
China, and an affiliate of PwC has agreed to purchase
substantially all of the assets of a separate global development
center in India.

The contract with PwC is still subject to further market test.
The Debtors will be accepting competing bids and will conduct an
auction where it will select the highest and best bid for the
assets.  Bids are due May 25 and must be at least $1.25 million
higher than the amount offered by PwC in its stalking horse
agreement with BearingPoint.  The auction will be conducted on May
27.

PwC will terminate the contract if the transaction is not approved
by the Bankruptcy Court on June 10.

The Debtors have proposed this schedule:

   Objection Deadline for Bid Procedures            04/23/09
   Hearing on Bid Procedures                        04/27/09
   Objection Deadline for Sale                      05/18/09
   Auction Date                                     05/27/09
   Sale Hearing                                     05/28/09
   Objections to Auction and Successful Bidder        TBD

A copy of the PwC Asset Purchase Agreement is available for free
at http://bankrupt.com/misc/BearingPoint_PwC_Contract.pdf

                       Bonuses Tied to Sale

According to Bloomberg's Bill Rochelle, BearingPoint Inc. in late
March gained approval from the Bankruptcy Court for a modified
bonus program for managing directors and senior managers.  The
bankruptcy judge limited the cost to $16.5 million.  The program
was changed to require anyone who accepts a bonus to give it back
if she or he refuses in good faith to negotiate with a buyer of
the business.  A bonus recipient is also precluded from making an
agreement with one potential buyer that prohibits working for
another bidder.

                      About BearingPoint

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

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

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


BERNARD L. MADOFF: Returns Appeared Legitimate, Says Merkin
-----------------------------------------------------------
Chad Bray at The Wall Street Journal reports that financier J.
Ezra Merkin said in February that he and others at his Gabriel
Capital Corp. concluded that Bernard Madoff's returns were
"achievable."

Mr. Merkin, according to WSJ, said that he conducted "lots of due
diligence" on Mr. Madoff's trading strategy.  Gabriel Capital was
provided copies of Mr. Madoff's trading tickets so it could track
the profit-and-loss performance on a daily basis and examine the
downside or upside risks, WSJ says, citing Mr. Merkin.

"Our assumption was from the get-go that the tickets were
legitimate and the reason we made that assumption had a great deal
to do with the due diligence we did on Bernie in the first place,
his pre-eminence in the field, his market share and the fact that
the tickets we were getting came directly from the business that
he was doing as a broker/dealer," WSJ quoted Mr. Merkin as saying.

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

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


BERNARD L. MADOFF: Remaining Mets Tickets Selling at EBay
---------------------------------------------------------
The trustee liquidating Bernard L. Madoff Investment Securities
LLC won court approval to sell New York Mets season tickets held
by Madoff on EBay Inc.'s auction site, Bloomberg said.

Carla Main and Dawn McCarty of Bloomberg said Irving Picard, the
trustee, has already begun selling the tickets for April Mets
games in an online auction, and the two tickets for first home
game on April 13 sold for $7,500 on EBay.

Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York said he would sign an order allowing the sale
of the remaining season tickets.

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

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

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

Mr. Picard conveyed in a letter with U.S. District Judge Louis
Stanton's statement that feeder investors may have a better chance
of collecting through a bankruptcy of Madoff.  The judge has
nonetheless allowed a request by victims of Madoff's Ponzi scheme
that they be allowed to force Madoff into bankruptcy.

                   About Bernard L. Madoff

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

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

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

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

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


BILLY TALTON: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Billy L. Talton
        207 Tonya Drive
        Goldsboro, NC 27534

Bankruptcy Case No.: 09-03005

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court Eastern District of North Carolina

Judge: Randy D. Doub

Debtor's Counsel: George M. Oliver, Esq.
                  Oliver & Friesen, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: 252 633-1930
                  Fax: 252 633-1950
                  Email: efile@oliverandfriesen.com

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

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/nceb09-03005.pdf


BLOCK CORP: Files for Chapter 7 Bankruptcy Protection in New York
-----------------------------------------------------------------
Court documents say that Block Corp. has filed for Chapter 7
bankruptcy protection in the U.S. Bankruptcy Court for the
Southern District of New York.

According to court documents, Block listed $32 million in assets
and $44.6 million in liabilities.

Block Corp. licenses brands like Izod and Panama Jack.


BLOCKBUSTER INC: Moody's Downgrades Default Rating to 'Caa3'
------------------------------------------------------------
Moody's Investors Service downgraded Blockbuster Inc.'s
Probability of Default Rating to Caa3 from Caa1 and its Corporate
Family Rating to Caa2 from Caa1.  In addition, Moody's affirmed
Blockbuster's speculative grade liquidity rating at SGL-4 and it
secured bank credit facilities rating at B1.  Moody's also rated
the proposed $250 million revolving credit facility, which expires
in September 2010, a senior secured rating of B1.  The rating
outlook is stable.

The downgrade of the Probability of Default Rating considers the
fairly restrictive terms of the pending $250 million revolving
credit facility, which include; monthly step downs beginning in
December 2009 in the committed amount, a relatively short term
expiration (September 2010), and significantly higher pricing than
under the existing credit facility.  Moody's believes that as a
result, Blockbuster's liquidity will remain weak, that it will
continue to face material refinancing risk, and that the
probability of default over the medium term remains relatively
high.

Moody's believes that in the event of default, lenders should
receive a higher than average recovery given the current level of
Blockbusters operating performance.  As a result, Moody's has
adopted a fundamental distressed EBITDA evaluation to estimate
Blockbuster's loss-given-default (family loss rate of 35%) rather
than a 50% mean family-level LGD estimate.  Although the company's
liquidity remains weak and the medium term probability of default
is relatively high, fundamental operating performance has
improved.  Blockbuster has a medium-term sustainable business
model and an industry-leading retail network that continues to
hold material economic value.  It is also Moody's opinion that
Blockbusters operating results should be fairly stable over the
next eighteen months.  The use of the lower family level loss-
given-default estimates results in only a one notch downgrade of
the Corporate Family Rating and the affirmation of the secured
credit facilities at B1 versus the two notch downgrade of the
Probability of Default rating.

The Caa3 probability of default rating reflects Blockbuster's
continued exposure to refinancing risk given commitment step
downs, fairly near dated maturity of the proposed $250 million
revolving credit facility, and the significant increase in the
term loan B amortization in October 2010.  In addition, the Caa3
also reflects Blockbuster's need to run its operations for cash
given the restrictive terms of its revolving credit facility which
limits its ability to make investments in its business.  Moody's
expects that Blockbuster's overall operating performance will
remain fairly stable over 2009 as the home movie rental sector has
been fairly resilient to the current weak economy.  However, its
interest coverage will likely weaken given the increased pricing
under the proposed facility.  The rating considers the ongoing
challenges of all players in the video store industry to identify
ways to deal with intense competition, price deflation, and
evolving technology.

"The downgrade primarily reflects the refinancing risk that
Blockbuster is facing in 2010 when its proposed revolving credit
facility will expire and the company will need to address a
significant increase in its term loan B amortization," said Maggie
Taylor, Vice President and Senior Credit Officer.

These ratings are downgraded:

  -- Probability of Default Rating to Caa3 from Caa1;

  -- Corporate Family Rating to Caa2 from Caa1;

  -- Senior subordinated notes rating to Ca (LGD 4, 61%) from Caa2
     (LGD 5, 82%).

These ratings are affirmed:

  -- $325 million senior secured revolving credit facility
     expiring August 2009 at B1 (LGD1, 9%);

  -- Senior secured term loan A at B1 (LGD 1, 9%);

  -- Senior secured term loan B to B1 (LGD 1, 9%);

  -- Speculative grade liquidity rating at SGL-4.

This rating is assigned:

  -- $250 million senior secured revolving credit facility at B1
     (LGD 1, 9%).

The last rating action on Blockbuster was on August 14, 2008 when
its Probability of Default Rating was downgraded to Caa1 from B3
and its Corporate Family Rating was affirmed at Caa1.

Blockbuster Inc., headquartered in Dallas, Texas, is a leading
global provider of in-home movie and game entertainment with
approximately 7,400 stores throughout the Americas, Europe, Asia,
and Australia.  Revenues are about $5.3 billion.


BLOOMSOUTH FLOORING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: BloomSouth Flooring Corp.
        960 Turnpike Street
        Canton, MA 02021

Bankruptcy Case No.: 09-12938

Chapter 11 Petition Date: April 3, 2009

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

Judge: Henry J. Boroff

Debtor's Counsel: A. Russell Lucid, Esq.
                  200 Ledgewood Place, Suite 101 A
                  Rockland, MA 02370
                  Tel: (781) 871-4455
                  Email: Lucidlaw@Gmail.com

Total Assets: $518,420

Total Debts: $2,458,700

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

          http://bankrupt.com/misc/mab09-12938.pdf

The petition was signed by Jerome F. Layman, vice president and
treasurer of the Company.


BORGWARNER INC: Moody's Affirms 'Ba1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service raised BorgWarner Inc.'s Speculative
Grade Liquidity Rating to SGL-3 from SGL-4.  In a related action
Moody's affirmed the Corporate Family and Probability of Default
Ratings at Ba1, and affirmed the ratings for the existing senior
unsecured notes at Ba1.  The rating outlook remains negative.

The Speculative Grade Liquidity Rating of SGL-3 reflects adequate
liquidity over the next twelve months resulting from the issuance
of approximately $374 million of convertible notes.  The net
proceeds is estimated to be approximately $362.3 million after
deducting discounts and commissions and estimated expenses.
BorgWarner intends to use approximately $25.2 million of the net
proceeds of the offering to pay the net cost of the convertible
note hedge and warrant transactions associated with the
transaction.  The remaining net proceeds will be used for general
corporate purposes, including the repayment of short-term
indebtedness.  The additional liquidity provided by the offering
will enhance the company's financial flexibility during the
current industry trough, as industry conditions are expected to
remain difficult over the near-term (See press release dated March
19, 2009.). However, the July 2009 maturity of the multi-currency
revolving credit facility continues to heavily influence the
company's liquidity profile.  As of 12/31/08, the company
maintained cash balances of about $103 million, a large portion of
which was subsequently used in meeting the $137 million February
15th bond maturity.  The company is expected to generate free cash
flow, in part due to the benefits of restructuring actions, lower
capital expenditures, and the announced temporary dividend
suspension.  Nevertheless, weak industry conditions will continue
to constrain the magnitude of free cash generation in the near-
term.  There are no near term bond maturities, but the company
does have about $184 million of short term borrowings outstanding
and a $50MM receivables securitization facility that expires in
April 2009.  The $600 million multi-currency revolving credit
facility matures in July 2009.  This facility had no cash drawings
and no outstanding letters of credit at 12/31/08.  The convertible
note prospectus states that management anticipates refinancing
this facility.  Lien baskets in the company's unsecured note are
expected to provide sufficient capacity to permit the granting of
security under the anticipated revolving credit facility if
certain rating criteria are triggered over the near-term.

Rating raised:

Speculative Graded Liquidity Rating, to SGL-3 from SGL-4

Ratings affirmed:

  -- Corporate Family Rating, Ba1
  -- Probability of Default Rating, Ba1
  -- Senior unsecured notes, Ba1 (LGD4, 63%);

The new convertible notes are not rated by Moody's Investors
Services.

The last rating action on BorgWarner was on March 19, 2009 when
the Ba1 Corporate Family Rating was assigned.

BorgWarner, Inc. headquartered in Auburn Hills, Michigan, is a
global tier-1 automotive supplier focused on engine and drivetrain
products.  In 2008, revenues were approximately $5.3 billion.  The
Company operates manufacturing facilities serving customers in the
Americas, Europe, and Asia, and is an original equipment supplier
to every major automotive OEM in the world.


BRADY & HORNE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Brady & Horne Company, Inc.
        d/b/a Brady Horne Company, Inc.
        P.O. Box 1622
        Jackson, TN 38302

Bankruptcy Case No.: 09-11398

Chapter 11 Petition Date: April 4, 2009

Court: United States Bankruptcy Court
       Western District of Tennessee (Jackson)

Debtor's Counsel: Michael P. Coury, Esq.
                  Butler, Snow, O'Mara, Stevens & Cannada
                  Suite 500, 6075 Poplar Avenue
                  Memphis, TN 38119
                  Tel: (901) 680-7200
                  Fax: (901) 680-7201
                  Email: mike.coury@butlersnow.com

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

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

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

          http://bankrupt.com/misc/tnwb09-11398.pdf

The petition was signed by W. Chris Raines, president of the
Company.


B.R.L. DEVLOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: B.R.L. Devlopment Corporation
        f/d/b/a Elk Lake Boat Club, Sentimental Journey
        P.O. Box 206
        Kewadin, MI 49648

Bankruptcy Case No.: 09-03996

Chapter 11 Petition Date: April 2, 2009

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

Judge: Scott W. Dales

Debtor's Counsel: James W. Boyd, Esq.
                  Zimmerman Kuhn Darling Boyd
                  Quandt & Phelps, PLC
                  412 South Union
                  Traverse City, MI 49684
                  Tel: (231) 947-7901
                  Email: jwboyd@zimmerman-kuhn.com

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

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

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

          http://bankrupt.com/misc/miwb09-03996.pdf

The petition was signed by Lon A. Shreve, President of the
company.


BROBECK PLFEGER: Court Says Most ERISA Claims Already Waived
------------------------------------------------------------
The Bloomberg Bankruptcy Law Reports discussed a case concerning
how claims against a defined benefit plan may be addressed in
bankruptcy court.

According to Bloomberg, in a case before the Bankruptcy Court for
the Northern District of California, former partners of the now
defunct law firm Brobeck, Plfeger & Harrison LLP were participants
in a defined contribution plan covered by the Employee Retirement
Income Security Act of 1974 plan, known as ERISA.

After the firm dissolved in 2002, a committee of creditors filed
an involuntary bankruptcy proceeding against the firm.  As part of
that case, the ERISA plan trustee filed claims against the
bankruptcy estate for unpaid contributions to the ERISA plan.  The
bankruptcy case trustee objected, arguing that the partners had
earlier waived their rights and claims.  The Court found that,
except for a small part, most of the claims had been waived.

The decision is In re Brobeck, Plfeger & Harrison, 03- 321715,
Bankruptcy Court, U.S. District Court, Northern District of
California (San Francisco).  Brobeck was forced into Chapter 7
proceedings in September 2003.


CANYON LAKEVIEW: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Canyon Lakeview Resort Development, LLC
        872 Ledgerock Drive
        Canyon Lake, TX 78133

Bankruptcy Case No.: 09-51159

Chapter 11 Petition Date: April 2, 2009

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 342-7100
                  Fax: (210) 342-3633
                  Email: dwgreer@sbcglobal.net

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

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

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

          http://bankrupt.com/misc/txwb09-51159.pdf

The petition was signed by Loren H. Drum, manager of the Company.


CHALLENGER ENERGY: Court Extends CCAA Protection Until June 4
-------------------------------------------------------------
Challenger Energy Corp. has been granted an extension of the stay
of proceedings to June 4, 2009, to the previous court order that
was granted on March 23, 2009, which had extended the stay of
proceedings from March 23, 2009 to April 20, 2009, from the Court
of Queen's Bench of Alberta, Judicial District of Calgary for
protection under the Companies' Creditors Arrangement Act
(Canada).

The order permits Challenger to remain in possession and control
of its property, carry on its business, retain employees and other
service providers and continue with its previously announced
process to evaluate the various strategic alternatives available
to the Company, including a sale of Challenger or its assets.  A
special committee of directors was appointed to oversee this
process and Peters & Co. Limited was retained as financial
advisor.

Challenger Energy Corp. -- http://www.challenger-energy.com/-- is
a Calgary, Alberta, Canada based oil and gas exploration company
which has spent approximately U.S. $80.1 million on exploration
Block 5(c) offshore Trinidad and Tobago.


CHRYSLER LLC: Axle and Magna May Lose Most in Bankruptcy
--------------------------------------------------------
Alex Ortolani of Bloomberg News reports that American Axle &
Manufacturing Holdings Inc. and Magna International Inc. may be
most at risk for billions of dollars in lost payments to
partsmakers in a bankruptcy filing by General Motors Corp. or
Chrysler LLC.

Bloomberg relates that the Obama administration gave GM a June 1
deadline to cut debt and labor costs or restructure in court-
protected bankruptcy.  Chrysler has until April 30 to meet the
same goals.  Partsmakers are preparing for such a scenario by
trying to win better contract terms such as faster payments,
Bloomberg said.

According to data from research-company Connexiti, American Axle
relies on GM for more of its revenue than any other publicly
traded supplier, and Magna is the most reliant on Chrysler.  GM
and Chrysler, which now acknowledge bankruptcy is an option, said
hundreds of suppliers are interested in securing payment
guarantees through a government-aid program.  Magna, the second-
largest auto supplier in North America, is eligible because it has
U.S. subsidiaries.  The companies relied on GM and Chrysler for
$9.59 billion globally in combined revenue last year, Bloomberg
said.

Bankruptcies would put at risk automaker payments that totaled
more than $40 billion in the U.S. last year for parts ranging from
door handles to fuel-injectors.

Bloomberg reports that according to bankruptcy lawyers, the
automakers are probably developing a list of suppliers that are
most critical and will need the bankruptcy court to make sure they
get paid.

According to research firm CSM Worldwide, based in Northville,
Michigan, GM shares more than half its suppliers with Chrysler,
Ford Motor Co., and Toyota Motor Corp. Rick Mikels, chairman of
the bankruptcy, restructuring and commercial-law practice at Mintz
Levin PC, as cited by the report said that the interconnectedness
may mean a bankruptcy court would assure that the most important
suppliers to the automakers get paid.

                       About General Motors

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

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

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

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

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

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

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

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

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

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

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


CHRYSLER LLC: U.S. Gov't May Force Bankruptcy Filing Next Week
--------------------------------------------------------------
John D. Stoll at The Wall Street Journal reports that the U.S.
government could force Chrysler LLC to file for either a Chapter
11 bankruptcy reorganization or Chapter 7 liquidation next week if
it fails to reach deals with the union and Fiat SpA.

WSJ relates that Chrysler has until April 30 to reach cost-cutting
accords with the union and bank lenders, and an alliance pact with
Fiat.  So far, Fiat has been unable to seal a deal that meets
Treasury Department's demands, and the banks and UAW haven't made
the required concessions, WSJ notes.  People working on behalf of
Fiat said that the Company and Chrysler believe they are on track
to reach a deal out of court that would address the government's
concerns, WSJ states.

According to WSJ, lenders including J.P. Morgan Chase and
Citigroup are owed $6.8 billion by Chrysler.  The Treasury, says
the report, has asked them to cut 85% of that obligation to save
Chrysler.  The lenders refused to do so and are preparing a
counteroffer to be made early this week, arguing that Chrysler
would be worth far more in liquidation than what the government is
offering, the report states.  According to the report, Cerberus
Capital Management LP has already agreed to give up its equity in
Chrysler and convert $2 billion in Chrysler debt to new equity.

The Treasury started meetings on Monday with Chrysler, Fiat, and
the United Auto Workers union chiefs, WSJ says.  Citing people
familiar with the matter, WSJ relates that the meetings didn't
include representatives of Chrysler's secured lenders, and
Cerberus Capital.  WSJ, citing a Chrysler spokesperson, states
that company executives expect frequent meetings with the involved
parties to reach concessions.

WSJ reports that Chrysler CEO Nardelli is expected to leave his
post in the coming months regardless of what happens to the
Company.  WSJ notes that if a Fiat alliance saves Chrysler, Fiat
CEO Sergio Marchionne is the leading candidate to run the Company.

According to WSJ, the government and other stakeholders could
start selling pieces of Chrysler to companies like Fiat and
General Motors Corp. if the Company is pushed into bankruptcy.

Some government officials said that Chrysler isn't worth saving
due to its weak product line and lack of international reach, WSJ
relates, citing people familiar with the matter.

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 January 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 December 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 November 7, 2008.

As reported in the Troubled Company Reporter on August 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 December 3, 2008, Dominion Bond Rating
Service downgraded on November 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 November 7, 2008.


COASTAL VENTURES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Coastal Ventures Group II, LLC
        127 N. Tryon Street, Ste. 602
        Charlotte, NC 28202

Bankruptcy Case No.: 09-40268

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

Chapter 11 Petition Date: April 3, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  Email: rmmatty@mitchellculp.com

Total Assets: $0

Total Debts: $1,759,787

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

          http://bankrupt.com/misc/ncwb09-40268.pdf

The petition was signed by James A. Kunevicius.


COLLEGE TONIGHT: Fails to File Annual Report; Delisting Likely
--------------------------------------------------------------
College Tonight Inc. was unable to timely file its report on Form
10-K for the year ended December 31, 2008, which was on extension
and required to be filed by April 15, 2009.  The failure to timely
file such report could lead to delisting of the Company's shares
on the OTC Bulletin Board, the Company said.

College Tonight on April 16 said it has completed the first phase
of a restructuring plan intended to revive the Company's
Operations.  The Board approved and implemented this restructuring
plan as accounts payables increased to almost $400,000 and
available cash dwindled to negligible amounts.

In connection with the restructuring plan, effective April 15,
2009, the Company's Board of Directors and a Majority of the
Company's shareholders approved (i) an increased in the Company's
authorized Common Stock from 100,000,000 shares of Common Stock to
500,000,000 shares of common stock; and (ii) a change of the name
of the Company to CT Holdings, Inc. the Board additionally
approved and closed on a private offering of 239,999,999 shares of
common stock to Accredited Investors, raising gross proceeds of
approximately $76,000.  The proceeds of the private placement will
be utilized for corporate purposes related to the Company's
restructuring.

In addition to the corporate actions, the Company purchased and
retired, for nominal consideration, 13,125,000 shares of common
stock owned by outgoing management and additionally cancelled and
retired an additional 4,000,000 shares of common stock that were
issued to members of Management but were subject to cancellation
in the event that certain performance targets were not met.

The Company continues to own "The Quad" and is investigating
various options in order to maximize the value of this asset.  All
of the Company's Officers and Directors resigned following these
actions and Valerie Vekkos was appointed Interim President and
Director.  On accepting her appointments, Ms. Vekkos stated, "Our
objective is to revitalize the Company by identifying and
combining with a viable merger candidate."

College Tonight Inc. -- http://www.CollegeTonightInc.com/--
conceptualized and designed the Web site http://www.thequad.com/
that provides college students and alumni with a social networking
medium via the Internet.  The Web site was launched on October 1,
2008 and informs people of nightlife options in their community
and school, promotes social and academic interaction within the
student body and alumni, manages Greek fraternity and sorority
chapters and provides for college-oriented merchandise sales.


COPERNIC INC: Receives NASDAQ Extension of Its Compliance Period
----------------------------------------------------------------
Copernic Inc. received a NASDAQ Notice issued on March 18, 2009,
indicating that the Company has received an extension to comply
with the minimum bid price requirement for continued listing.
The NASDAQ Notice discussed a proposed rule change to extend until
July 19, 2009, the temporary suspension of the continued listing
requirements related to bid price and market value of publicly
held shares for listing on the NASDAQ Stock Market.

Since Copernic had 59 calendar days remaining in its compliance
period, it will, upon reinstatement of the rules, still have this
number of days, or until September 18, 2009 to regain compliance.
The Company can regain compliance, either during the suspension or
during the compliance period resuming after the suspension, by
achieving a $1 closing bid price for a minimum of 10 consecutive
trading days.

Jean-Roch Fournier, Chief Financial Officer of Copernic Inc.
stated "that he welcomed this moratorium which allows management
to continue focusing on value creation activities for the benefit
of its shareholders."

                        About Copernic Inc.

Copernic Inc. -- http://www.copernic-inc.com/-- specializes in
developing, marketing and selling cutting-edge search technology,
providing innovative home and business software products and
solutions for desktop, web and mobile users, through its online
properties, including http://www.mamma.com/and
http://www.copernic.com/

Copernic handles over one billion search requests per month and
has media placement partnerships established not only in North
America, but also in Europe and Australia.


CORBETT HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Corbett Holdings I, LLC
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 09-18421

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
     Solomon Dwek                                  07-11757

Chapter 11 Petition Date: April 3, 2009

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: tneumann@bnfsbankruptcy.com

Total Assets: $4,075,000

Total Debts: $9,392,514

The Debtor does not have any creditors who are not insiders.

The petition was signed by Solomon Dwek, managing member of the
Company.


CDP CORP: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: CDP Corporation, Inc.
        PO Box 2824
        Bay Saint Louis, MS 39520

Bankruptcy Case No.: 09-50745

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court Southern District of Mississippi

Judge:

Debtor's Counsel: Jeffrey Kyle Tyree, Esq.
                  Harris Jernigan & Geno, PPLC
                  PO Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: 601 427-0048
                  Fax: 601-427-0050
                  Email: jktyree@harrisgeno.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Lisa J. Parker, the Company's
president.


CHRISTOPHER ETTELL: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Christopher W. Ettell
        3252 Alta Lane
        Lafayette, CA 94549

Bankruptcy Case No.: 09-43050

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court Northern District of California

Debtor's Counsel: Peter C. Pappas, Esq.
                  2400 Sycamore Dr. #40
                  Antioch, CA 94509
                  (925) 754-0772
                  Email: ppappaslaw@gmail.com

Total Assets: $1,363,500

Total Debts: $2,318,650

A list of the Debtor's 10 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/canb09-43050.pdf


CK MANAGEMENT: Case Summary & 31 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CK Management
        P O Box 1233
        Centerville, UT 84014

Bankruptcy Case No.: 09-23584

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Kenneth L. Cannon, II, Esq.
                  Durham Jones & Pinegar
                  111 East Broadway, Suite 900
                  P O Box 4050
                  Salt Lake City, UT 84110-4050
                  Tel: (801) 415-3000
                  Fax: (801) 415-3500
                  Email: kcannon@djplaw.com

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

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

A list of the Debtor's 31 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/utb09-23584.pdf

The petition was signed by Dell S. Nichols, the Company's manager.


CSB SCHOOL: To be Auctioned on May 8; Dick Robinson Eyes Assets
---------------------------------------------------------------
Chi-Town Daily News reports that CSB School of Broadcasting will
be auctioned on May 8.

Chi-Town Daily states that Dick Robinson Media, Inc., wants to
purchase all of CSB School's assets.  The report says that if Dick
Robinson wins the auction, it would keep 10 out of CSB School's 26
campuses open.  Dick Robinson plans to close CSB School's
locations in the Loop and Downers Grove, but an attorney for the
bankruptcy trustee said that money from the sale would be used to
refund students who wouldn't be able to complete their studies,
according to the report.

CSB School of Broadcasting is based in Quincy, Massachusetts.  The
Company said that it would be closing all 26 of its campuses
immediately as it plans to cease operations.  Chi-Town Daily News
says that the school went bankrupt in early March.


CU FLEET: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: CU Fleet, LLC
        2222 South 114th Street
        West Allis, WI 53227
        Tel: (414) 329-2886

Bankruptcy Case No.: 09-24327

Chapter 11 Petition Date: April 3, 2009

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Jonathan V. Goodman, Esq.
                  135 West Wells Street, Suite 340
                  Milwaukee, WI 53203
                  Tel: (414) 276-6760
                  Email: jgoodman@ameritech.net

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

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

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

          http://bankrupt.com/misc/wieb09-24327.pdf

The petition was signed by Thomas P. Burns, member of the Company.


CV THERAPEUTICS: Gilead Sciences Completes Acquisition
------------------------------------------------------
Gilead Sciences, Inc., has completed its acquisition of CV
Therapeutics, Inc.

On April 17, CV Therapeutics merged with a wholly-owned subsidiary
of Gilead.  As a result of the merger, each outstanding share of
CV Therapeutics not owned by Gilead, its subsidiaries or CV
Therapeutics has been automatically converted into the right to
receive $20.00 in cash, without interest, subject to appraisal
rights.

CV Therapeutics stockholders who did not tender their shares will
receive a Notice of Merger and a Letter of Transmittal that will
instruct them as to how to receive the merger consideration.  The
merger follows a cash tender offer for all outstanding shares of
CV Therapeutics common stock at $20.00 per share, which was
completed at one minute following 11:59 p.m., New York City time
(midnight), on April 14, 2009.

The Class Action Reporter said in March 2009 that shareholders of
CV Therapeutics have filed a proposed class-action lawsuit in a
California state court to stop the company from carrying out a
proposed $1.4 billion merger with Gilead Sciences, which they say
unjustly enriches the company's founder and directors

The suit was filed on March 19, 2009 in the Superior Court of
California, County of Santa Clara by plaintiff Superior Partners,
according to the Law360 report.

                       About Gilead Sciences

Gilead Sciences, Inc., is a biopharmaceutical company that
discovers, develops and commercializes innovative therapeutics in
areas of unmet medical need.  The company's mission is to advance
the care of patients suffering from life-threatening diseases
worldwide. Headquartered in Foster City, California, Gilead has
operations in North America, Europe and Australia.

                       About CV Therapeutics

Headquartered in Palo Alto, California, CV Therapeutics Inc.
(NasdaqGM: CVTX) -- http://www.cvt.com/-- is a biopharmaceutical
company focused on applying molecular cardiology to the discovery,
development and commercialization of novel, small molecule drugs
for the treatment of cardiovascular diseases.  CV Therapeutics
Ltd. is the company's European subsidiary based in the United
Kingdom.

As of December 31, 2008, the Company had $36.9 million in total
assets and $586.1 million in total liabilities, resulting in
$222.1 million in stockholders' deficit.


CVC FOODS: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: CVC Foods LLC
        3902 West Valley Highway N., Ste. 104
        Auburn, WA 98001

Bankruptcy Case No.: 09-13194

Chapter 11 Petition Date: April 2, 2009

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Jason E. Anderson, Esq.
                  Law Office of Jason E. Anderson
                  8015 15th Ave., NW, Ste. 5
                  Seattle, WA 98117
                  Tel: (206) 706-2882
                  Email: jellisanderson@hotmail.com

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

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

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

The petition was signed by Tracy Peters, managing member of the
Company.


DACO CONSTRUCTION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: DACO Construction Corporation
        7538 Old Coaling Road
        Harmans, MD 21077

Bankruptcy Case No.: 09-15878

Chapter 11 Petition Date: April 3, 2009

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

Judge: Nancy V. Alquist

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140
                  Email: mkivitz@aol.com

Estimated Assets: $0 to $50,000

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

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

          http://bankrupt.com/misc/mdb09-15878.pdf

The petition was signed by Olivio Lopes, president of the Company.


DAIRY CAPITAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Dairy Capital Restaurants, Inc.
        P.O. Box 878
        Sulphur Springs, TX 75483

Bankruptcy Case No.: 09-40977

Chapter 11 Petition Date: April 2, 2009

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

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

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

The petition was signed by Don Burton, president of the Company.


DAVID'S AUTO: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: David's Auto Shredding, Inc.
        1360 Conception Street Road
        Mobile, AL 36110-4748

Bankruptcy Case No.: 09-11559

Chapter 11 Petition Date: April 3, 2009

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Christopher Kern, Esq.
                  P. O. Box 210
                  Mobile, AL 36601
                  Tel: (251) 438-4357
                  Email: ckern@srgk-law.com

Estimated Assets: $0 to $10,000

Estimated Debts: $1,000,001 to $100,000,000

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

          http://bankrupt.com/misc/alsb09-11559.pdf

The petition was signed by David Hickman, president of the
Company.


DAWSON DAVENPORT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Dawson Davenport
        25141 Windwood Lane
        Lake Forest, CA 92630-3440

Bankruptcy Case No.: 09-12961

Chapter 11 Petition Date: April 2, 2009

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

Judge: Robert N. Kwan

Debtor's Counsel: Robert P. Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409
                  Email: kmurphy@goeforlaw.com

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

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

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

          http://bankrupt.com/misc/cacb09-12961.pdf

The petition was signed by Dawson Davenport.


DAYTON SUPERIOR: Wants to Access Cash Collateral to Pay Suppliers
-----------------------------------------------------------------
Dayton Superior Corporation asks the U.S. Bankruptcy Court for the
District of Delaware for authority to use cash collateral in order
to make ordinary course of business, postpetition cash-in-advance
or cash-on-deposit payments to its critical suppliers.
Furthermore, the Debtor asks the Court to authorize and direct all
banks to receive, process and honor all requests for the payments.

In its motion, the Debtor said that on March 3, 2008, it entered
into two separate credit agreements with a syndicate of financial
institutions:

   -- The Debtor was given access to term loans of $100 million
      under a term loan credit agreement with Silverpoint Finance
      as administrative agent, General Electric Capital Corp. as
      collateral agent, GE Capital Markets Inc. as sole arranger
      and bookrunner.  The term loan agreement was amended three
      time between June 4, 2008, and March 23, 2009.  As of its
      bankruptcy filing, the Debtor owes $103 million under the
      term loan agreement.

   -- The Debtor borrowed about $150 million in revolving loans
      under a revolving credit agreement with GECC as
      administrative and collateral agent, and GE Capital Markets
      Inc. as sole lead arranger and bookrunner.  The revolving
      credit agreement was amended twice on March 16 and 23, 2009.
      As of its bankruptcy filing, the Debtor owes $110 million in
      revolving loans plus $8.9 million in outstanding letter of
      credit obligations issued under the credit agreement.

The Debtor says that the lenders have consented to its use of cash
collateral to make the required payment, subject to various
conditions, including, but not limited to:

   a) The Debtor may use at least $1 million in cash collateral
      until April 22, 2009, in accordance with a budget;
      and

   b) The Debtor's right to use cash collateral will terminate
      immediately upon the earlier of (i) April 22, 2009, (ii)
      entry or an order of the Court terminating the right, or
      upon entry of an order dismissing the Chapter 11 case.

As adequate protection, the Debtor proposes to entitle replacement
liens and all claims, rights, interest, administrative claims and
other protections to the prepetition lenders.

A full-text copy of the Debtor's cash collateral budget is
available for free at http://ResearchArchives.com/t/s?3ba5

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
httpp://www.daytonsuperior.com/ -- makes and distributes
construction products.  Aztec Concrete Accessories Inc., Dayton
Superior Specialty Chemical Corporation, Dur-O-Wa Inc., Southern
Construction Products Inc., Symons Corporation and Trevecca
Holdings Inc. were merged with the Company on December 31, 2004.
The Company filed for Chapter 11 protection on April 19, 2009
(Bankr. D. Del. Case No. 09-11351).  Andrew C. Irgens, Esq.,
John H. Knight, Esq., Paul N. Heath, Esq., and Paul Noble Heath,
Esq., Richards, Layton & Finger, represent the Debtor in its
restructuring effort.  Latham & Watkins LLP also represents the
Debtor.  The Debtor posted $288,709,000 in total assets and
$405,867,000 in total debt as of February 27, 2009.


DELPHI CORP: Drops Claim Against Tepper's Appaloosa Management
--------------------------------------------------------------
According to Carla Main at Bloomberg News, Delphi Corp. dropped a
part of its complaint against Appaloosa Management LP that claimed
the hedge fund worked to scuttle the auto-parts maker's bankruptcy
exit loan and sold short Delphi securities while saying it would
support the company's emergence from Chapter 11.

U.S. Bankruptcy Judge Robert Drain gave Delphi permission to amend
its complaint at a hearing April 17 in New York.  Delphi chose to
drop a portion of the complaint because its was having difficulty
collecting sufficient evidence to show willful misconduct,
according to court papers.

Troy, Michigan-based Delphi sued after an Appaloosa-led group of
investors backed out of a $2.55 billion deal to buy equity in its
reorganized business in April 2008 on the day Delphi planned to
exit bankruptcy. Appaloosa said Delphi didn't meet the deal's
terms and was relying too heavily on former parent General Motors
Corp. for financial support. Delphi said it complied with the
terms of the deal.

A trial is planned for mid-June.

                         About Delphi Corp

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

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

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

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


DELTA AIR: Balks at $229MM in Claims Related to Aircraft Deals
--------------------------------------------------------------
Delta Air Lines and its affiliates ask Judge Adlai Hardin of the
U.S. Bankruptcy Court for the Southern District of New York to
expunge 18 claims totaling $229,080,145, plus unspecified amounts,
arising out of various aircraft transactions:

   Claimant                           Claim No.      Claim Amount
   --------                           ---------      ------------
Bombardier Capital Inc.                 7276          $8,540,820
EMC National Life Company               4356           2,000,000
GECAS FSC Carpenter-F, Inc.             5411         Unspecified
Metropolitan West Asset Mgmt.           4437         Unspecified
Norddeutsche Landesbank
   Gironzentrale                         7198          25,727,973
Special Value Absolute Return Fund      5031         Unspecified
Special Value Bond Fund II, LLC         5030         Unspecified
Special Value Bond Fund, LLC            5029         Unspecified
Special Value Continuation Partners     5032         Unspecified
U.S. Bank National Association          7129         Unspecified
Wells Fargo Bank Northwest NA           5033          74,817,079
Wells Fargo Bank Northwest NA           6883          11,351,871
Wells Fargo Bank Northwest NA           8448           3,255,018
Wells Fargo Bank Northwest NA           8449           3,255,018
Wells Fargo Bank Northwest NA           8450           3,255,018
Wilmington Trust Company                5415         Unspecified
Wilmington Trust Company                7115          88,804,921
Wilmington Trust Company                8451           8,072,424

The Debtors contend that their books and records reflect that each
of the Claims has been satisfied pursuant to Court orders, or
through underlying agreements that were assumed or cured.
Accordingly, the Claims do not represent valid prepetition claims
against the Debtors.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts. The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  On May 21, 2007, the Court confirmed the Northwest
Debtors' amended plan.  That amended plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News Issue No. 114;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice.  John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DELTA AIR: Cuts Five Executive Positions to Curb Expenses
---------------------------------------------------------
In a memo to employees, Delta Airlines Inc. CEO Richard Anderson
and President Ed Bastian said that, in light of the global
economic situation and the progression of its integration with
Northwest Airlines Corp., it is "prudent" for the Company to
restructure and reduce the size of its executive team, The
Associated Press reports.

In this regard, Delta is eliminating five executives from their
posts, effective June 1, 2009:

* Todd Anderson, senior vice president of customer service
   stationed in Minneapolis-St. Paul

* Crystal Knotek, senior vice president of airport customer
   service for Northwest

* Laura Liu, senior vice president of international

* Anna Schaefer, Northwest vice president and chief accounting
   Officer

* Tammy Lee Stanoch, vice president of corporate affairs
   stationed in Minneapolis-St. Paul.

As a result, Delta appointed three executives to take over these
duties:

Executive      Current Designation    Assumed Responsibility
---------      ------------------     ----------------------
Mike Becker    Northwest EVP & CEO    International duties,
                                       including Pacific unit

Gil West       Delta SVP, airport     head of airport customer
                customer service       service for Northwest,
                                       reporting to Delta COO
                                       Steve Gorman

Bill Lentsch   former Northwest SVP,  SVP, Minnesota
                flight operations      operations

To address the need to trim international capacity by 10% in
September 2009, Delta has implemented a variety of voluntary
programs to proportionately reduce staffing throughout the
airline, Messrs. Anderson and Bastian pointed out.  They added
that the merger "is even more important [in this] difficult
economic environment."

           $6-MM Incentive for February 2009 Performance

Meanwhile, Delta added $6 million to employees' paychecks as
incentive for meeting operational performance goals in February
2009.  In a statement dated April 9, 2009, Delta specified that
the monthly incentive payouts are based on the airline's
performance data reported by the U.S. Department of
Transportation, as well as the company's internal goals.

Reports note that Delta employees, in February 2009, worked to
deliver top-tier operational performance for customers, meeting
incentive goals for flight completion, on-time performance and
baggage handling.  The extra pay amounted to approximately $100
each, for most eligible employees, according to the statement.

While the DOT's report indicated that six of Delta's daily
flights to Atlanta arrived late 80% or more of the time in
February, the airline's on-time arrivals for the month were
recorded at 82.6%, allowing the airline to land fifth place for
on-time arrival among 19 airlines.  The delayed flights included
Savannah-Atlanta, Fort Lauderdale-Atlanta and Atlanta-Newark
flights on Delta, two Delta Connection Atlanta-San Antonio
flights operated by SkyWest Airlines and a Delta Connection
Tallahassee-Atlanta flight operated by Pinnacle Airlines,
according to Kelly Yamanouchi of the Atlanta Journal-
Constitution, citing the DOT report.

Delta told AJC that the oft-delayed flights "were affected by
morning congestion in Atlanta," which issues have been addressed
in discussions with the Federal Aviation Administration.

"When co-workers meet operational performance goals, it's a win-
win for them and our customers.  We've always said that co-
workers will share in the success they help create and incentive
pay is part of that commitment," said Mike Campbell, Delta's
executive vice president for Human Resources and Labor Relations.

The $6 million incentive is on top of a payout of $4.5 million
for January 2009 performance, Delta noted.

In 2008, the Delta Shared Rewards Program and Northwest
Performance Incentive Plan paid out more than $58 million to
employees.   In total, Delta employees received more than
$275 million in combined incentive and profit sharing payouts in
2008.

         NWA and Delta Integrate Various Airport Operations

In light of their merger in October 2008, Delta and Northwest
Airlines Corporation are integrating various aspects of their
operations.

Northwest will have moved to Terminal A, which operates all
departures and domestic arrivals for the airline, at the Logan
International Airport by the end of March 2009, the Massachusetts
Port Authority confirmed to the Boston Business Journal.  All
Northwest check-in positions will be consolidated with Delta's.

Memphis, Detroit and Minneapolis airports will strip away
temporary Northwest signs to reveal Delta logos at ticket
counters in former Northwest terminals, the Memphis Commercial
Appeal reports.

Delta's senior vice president of Marketing, Tim Mapes, said that
the changes "[are] all about providing customers with a
consistent image of Delta," according to the report.

In Tampa, Florida, Delta's formerly operated nonstop Tampa-Los
Angeles flight is now being handled by Northwest.  Similarly, two
of Delta flights serving the route from Tampa to Hartford,
Connecticut will be under Northwest flights in April 2009, Tampa
Bay Online reports.

Delta has begun in January 2009 the consolidating and re-branding
of Northwest facilities in more than 200 airports worldwide in
order to seamlessly integrate the carriers.  Delta expects to
complete re-branding in all airports by 2010.

In an interview with Bloomberg News, Mr. Mapes said that Delta is
"months" ahead of schedule with its rebranding efforts.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts. The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  On May 21, 2007, the Court confirmed the Northwest
Debtors' amended plan.  That amended plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News Issue No. 114;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice. John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DELTA AIR: Has Until October 19 to Review Claims
------------------------------------------------
As of March 20, 2009, more than 9,300 proofs of claim have been
filed in Delta Air Lines' Chapter 11 cases, which total a
staggering $93.1 billion, inclusive of "unmatched entries," or
those that were asserted against the Debtors but did not
correspond to a filed proof of claim.

The claims require significant review and analysis of the
Debtors' books and records, involve complicated issues and
transactions, and require detailed analysis and lengthy
negotiations.

The deadline for the Debtors to object to the claims is on
April 20, 2009.

According to Timothy E. Graulich, Esq., at Davis Polk & Wardwell,
in New York, the Debtors have made enormous progress in disputing
and resolving claims, making distributions on account of resolved
claims and undertaking the necessary tasks related to the
distributions.  Specifically, the Debtors have:

  * made seven distributions totaling 320.6 million shares of
    New Delta Common Stock and $8.9 million in cash on account
    of 36,700 allowed unsecured claims in a face amount of
    $13.5 billion;

  * filed 29 prior omnibus objections covering more than 6,800
    proofs of claim;

  * resolved more than 6,200 disputed proofs of claim through
    objections, withdrawals and other resolutions, with an
    initial face value of $75.2 billion;

  * filed ten additional omnibus objections with respect to at
    least 220 proofs of claim arising from aircraft-related
    transactions;

  * analyzed and categorized variations in contract language
    from the operative documents of more than 200 separate
    aircraft leveraged lease transactions with respect to which
    tax indemnity claims and stipulated loss value claims have
    been filed; and

  * filed five separate "test case" objections to TIA and SLV
    claims to determine Delta's obligations, and an omnibus
    objection with respect to remaining TIA claims and SLV
    claims.

Mr. Graulich notes that despite the substantial progress made,
the Debtors still need to attend to these unresolved claims:

  -- 174 non-aircraft claims, totaling $1.8 billion;

  -- a number of TIA and SLV claims that have the subject of
     appeals and other underlying issues relating to claim
     amount reductions; and

  -- objections to TIA and SLV claims that the Debtors intend to
     Pursue.

Mr. Graulich notes that the Debtors have dedicated a very
significant amount of time to ensure an accurate claims
reconciliation process with respect to the Remaining Disputed
Claims.  Moreover, certain discrete issues have proven to be
complex and involve opposing parties.

At the Debtors' behest, Judge Adlai S. Hardin of the U.S.
Bankruptcy Court for the Southern District of New York, extended
the Claims Objection Deadline by an additional 182 days, or
through and including October 19, 2009.

Mr. Graulich noted that the Extension will not materially
prejudice claimants.  To the contrary, absent the Extension, the
Debtors would be forced to file the omnibus allowance of all
unobjected claims, which would (i) engender substantial
additional cost and litigation, (ii) be inequitable because it
would cause a substantial dilution in the value of the claims of
the holders of allowed claims in the Debtors' cases.

Moreover, unless the Claims Objection Deadline is extended, the
Debtors will be forced to file all objections to Remaining TIA
and SLV Claims to protect themselves against the possibility that
any ruling in their favor might be overturned on appeal -- which
would be an enormous waste of resources, Mr. Graulich tells the
Court.

The Extended Claims Objection Deadline will allow the Debtors to
preserve their ability to object appropriately to the Remaining
Disputed Claims in a manner that allows for proper analysis and
consultation with relevant creditors, Mr. Graulich concludes.

Prior to the Court's ruling, the Debtors certified that they
received no responses or objections to their Extension request.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts. The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  On May 21, 2007, the Court confirmed the Northwest
Debtors' amended plan.  That amended plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News Issue No. 114;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice. John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DELTA AIR: Seeks to Eliminate $2.4MM in Pension-Related Claims
--------------------------------------------------------------
Delta Air Lines and its affiliates ask Judge Adlai Hardin of the
U.S. Bankruptcy Court for the Southern District of New York to
disallow, with prejudice, nine claims totaling $2,4654,221, plus
unspecified claim amounts, that were filed by former Delta
employees with respect to (i) Delta's qualified pension plan for
non-pilot employees, (ii) retiree benefits Section 1114 of the
Bankruptcy Code.

The Pension and Sec. 1114 Claims are:

Claimant                             Claim No.      Claim Amount
--------                             ---------      ------------
Baird, James Garitty Jr.                8430             $55,000
Carrig, Barbara Ann                     1005         Unspecified
Crimin, Bruce E.                        8191             150,000
Maddox, Shirley                         3025           2,035,313
McCutcheon, Walter Blair                2403         Unspecified
Morgan, James E.                        2478                 267
Pfeifer, Kathryn-Marie                  2519             106,000
Tucker, Jimmie T.                       3761              50,000
Winters, Linda Darlene                  2668              68,640

According to the Debtors, they have previously filed objections
to each of the Outstanding Pension and Sec. 1114 Claims, but no
hearing have been scheduled on the Objection.

The Debtors contend that the Claims should be expunged on account
of, among other things, the Claimants' lack of documentation,
evidence or calculations to support their Claims.

Moreover, the Delta Air Lines Pension Plan was not terminated or
modified as to the Claimants.  Accordingly, the Claimants are
receiving their pension and benefits through distributions.
Contrary to the Claimants' assertions, the pensions or benefits
cannot be adjusted or increased from time to time.

A hearing to consider the Debtors' Objection has been set for
April 21, 2009.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- is now the world's largest airline.  From
its hubs in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St.
Paul, New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.  Delta's marketing
alliances allow customers to earn and redeem either SkyMiles or
WorldPerks on more than 16,000 daily flights offered by SkyTeam
and other partners.

The merger closed on October 29, 2008.

Prior to the merger, Delta was the world's second-largest airline
in terms of passengers carried and Northwest was the world's
fourth largest airline.

Northwest and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington, represented the
Northwest Debtors in their restructuring efforts. The Official
Committee of Unsecured Creditors retained Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C. as its bankruptcy
counsel.  When the Northwest Debtors filed for bankruptcy, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  On May 21, 2007, the Court confirmed the Northwest
Debtors' amended plan.  That amended plan took effect May 31,
2007.  (Northwest Airlines Bankruptcy News Issue No. 114;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

Delta and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta
Debtors in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provided the Delta Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provided the Official
Committee of Unsecured Creditors with legal advice. John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, served as the Committee's
financial advisors.  On April 25, 2007, the Court confirmed the
Delta Debtors' plan.  That plan became effective on April 30,
2007.  The Court entered a final decree closing 17 cases on
Sept. 26, 2007.  (Delta Air Lines Bankruptcy News; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DENISON FOODS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Denison Foods, LLC
        PO Box 340
        Wamego, KS 66547

Bankruptcy Case No.: 09-40536

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court District of Kansas (Topeka)

Judge:

Debtor's Counsel: Tom R. Barnes, II, Esq.
                  2887 SW MacVicar Ave
                  Topeka, KS 66611
                  (785) 267-3410
                  Email: tom@stumbolaw.com

Estimated Assets: $0 to $50,000

Estimated Debts: $10,000,001 to $50,000,000

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ksb09-40536.pdf

The petition was signed by Todd C. Hansen, the Company's
president.


DHD MOTORS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: DHD Motors, LLC d/b/a Rockaway Mitsubishi
        679 Rockawy Turnpike
        Lawrence, NY 11559

Bankruptcy Case No.: 09-72428

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court Eastern District of New York

Judge: Robert E. Grossman

Debtor's Counsel: Gary M Kushner, Esq.
                  Forchelli, Curto, Schwartz, Mineo, et al
                  330 Old Country Road
                  PO Box 31
                  Mineola, NY 11501
                  Tel: 516-248-1700
                  Fax: 516-248-1729
                  Email: gkushner@fcsmcc.com

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

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/nyeb09-72428.pdf

The petition was signed by Kenneth Housner.


DINK PROPERTIES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Dink Properties Inc.
        160 E. Tamarack Avenue
        Inglewood, CA 90301

Bankruptcy Case No.: 09-17655

Chapter 11 Petition Date: April 1, 2009

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

Debtor's Counsel: Miyun Lim, Esq.
                  3701 Wishire Blvd., Ste. 1025
                  Los Angeles, CA 90010
                  Tel: (231) 389-3557
                  Fax: (323) 927-3623
                  Email: teribklaw@gmail.com

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

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

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

          http://bankrupt.com/misc/cacb09-17655.pdf

The petition was signed by Terry Carter, president of the Company.


DOUBLE EAGLE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Double Eagle Office Building. L.C.
        2385 Executive Center Drive, Ste. 270
        Boca Raton, FL 33431

Bankruptcy Case No.: 09-16029

Chapter 11 Petition Date: April 1, 2009

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: John E. Page, Esq.
                  2385 NW Executive Center Dr., #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0819
                  Fax: (561) 998-0047
                  Email: jpage@sfl-pa.com

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

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

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

          http://bankrupt.com/misc/flsb09-16029.pdf

The petition was signed by William S. Weisman, managing member of
the Company.


EAGLE STORAGE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Eagle Storage & Development, LLC
        171 S. Anita Dr.
        Orange, CA 92868


Bankruptcy Case No.: 09-07205

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court District of Arizona (Yuma)

Judge: Randolph J. Haines

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: 520-623-8330
                  Fax: 520-623-9157
                  Email: eric@ericslocumsparkspc.com

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

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

The Debtor did not file a list of its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Michael Bowen, a member.


EDWARD DAVID: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Edward David Frisbie and Barbara Jean Frisbie
        11802 Walking Plow Lane
        Melba, ID 83641

Bankruptcy Case No.: 09-00824

Chapter 11 Petition Date: April 2, 2009

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Terry L. Myers

Debtor's Counsel: Patrick John Geile, Esq.
                  Foley Freeman, PLLC
                  P.O. Box 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  Fax: (208) 888-5130
                  Email: pgeile@foleyfreeman.com

Total Assets: $3,800,661

Total Debts: $2,750,951

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

          http://bankrupt.com/misc/idb09-00824.pdf

The petition was signed by Edward David Frisbie and Barbara Jean
Frisbie.


EL PASO: Moody's Affirms 'Ba3' Rating on Junior Subordinate Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on El Paso
Housing Corporation, Multifamily Housing Revenue Bonds (La Plaza
Apartments): Baa1 on the Series 2000 A and B; Baa3 on the
Subordinate Series C; and Ba3 on the Junior Subordinate Series D.
The outlook is revised to negative from stable.

Use Of Proceeds: The bonds were issued for the purpose of
financing the acquisition, rehabilitation and equipping of a 129
unit multifamily housing development located in El Paso, Texas and
occupied by persons of low and moderate income.

Legal Security: The bonds are limited obligations of the issuer
payable solely from and secured, to the extent and as provided in
the indenture, by pledge of: 1) all right and title interest of
the issuer; 2) funds, including monies and investments held by the
trustee pursuant to the indenture.

                            Strengths:

* Strong reserve balances with maximum annual debt service reserve
  fully funded.  As of September 30, 2008, the senior, junior and
  junior subordinate funds are fully funded.

* The project consistently maintains strong debt service coverage
   (1.52/1.31/1.13) senior, junior and junior subordinate
  respectively.

* The project consistently maintains high occupancy levels (97% as
  of March 2009).

                           Challenges

* Growing expenses charged to reserve and replacement balances may
  become recurring expenses, thereby reducing net operating income

* Small size of the projects make cash flow somewhat volatile, as
  small swings in revenues or expenses can have a
  disproportionately large impact on NOI;

* Potential market competition arising from increased multifamily
  building may attract tenants, possible increasing vacancy.

* Market forecast indicates slow or stagnant rental revenue growth
  which may necessitate prolonged concessions as well as limiting
  rental increases

                             Outlook

The outlook is revised to negative from stable for the Senior,
Subordinate and Junior Subordinate Bonds.  This reflects Moody's
the projects declining debt service coverage as well as a
weakening growth in the El Paso rental market.

               What Could Cause the rating to go UP

Significant improvement in debt service coverage.

              What Could Cause the rating to go DOWN

The deterioration of occupancy levels or declines in debt service
coverage.

Capital expenditures becoming more frequent, thereby reducing net
operating income.


ETOYS DIRECT: Court Sets June 15 as General Claims Bar Date
-----------------------------------------------------------
The Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware established June 15, 2009, at 4:00
p.m., as deadline for creditors of eToys Direct 1 LLC and its
debtor-affiliates to file their proofs of claim.

Judge Shannon set June 26, 2009, as deadline for all governmental
units to file their proofs of claim.

All proofs of claims must be submitted to:

  eToys Direct 1 LLC
  c/o Omni Management Group LLC
  16161 Ventura Blvd., Suite C
  PMB 439
  Encino, CA 91436-2522

Headquartered in Lone Tree, Colorado, eToys Direct 1 LLC --
http://www.etoys.com/-- sells toys and video games.  The Company
and 10 of its affiliates filed for Chapter 11 protection on
December 28, 2008 (Bankr. D. Del. Lead Case No. 08-13412).  Laura
Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang
Ziehl Young Jones, represent the Debtors in their restructuring
effort.  When the Debtors sought bankruptcy protection form their
creditors, they listed $20,633,447 in total assets and $35,722,280
total debts.


EVERGREEN GAMING: Files for Chapter 15 Bankruptcy Protection
------------------------------------------------------------
Clay Holtzman at Puget Sound Business Journal reports that
Washington Gaming Inc. wholly owned by Evergreen Gaming Corp., has
filed for Chapter 15 bankruptcy protection.

MacIntyre, an attorney at Perkins Coie LLP law firm, said that
Washington Gaming will continue to operate its casinos and employ
its workers, Business Journal states.  According to Business
Journal, the Vancouver, B.C., office of accounting firm Deloitte
Touche hired Mr. MacIntyre to aid in the bankruptcy process.  The
Supreme Court of British Columbia named Deloitte as an independent
monitor in the case, the report says, citing Mr. MacIntyre.

Citing Mr. MacIntyre, Business Journal relates that Washington
Gaming's only primary secured creditor is Fortress Credit Corp. of
New York City, which is owed $30 million.  According to Business
Journal, Mr. MacIntyre said that Fortress Credit had issued the
debt to Washington Gaming to buy a 100,000-square-foot casino and
entertainment center in Calgary, Alberta.  Mr. MacIntyre said that
Evergreen Gaming and Washington Gaming are in default under the
agreement to pay back the debt to Fortress Credit, Business Journa
states.

Court documents say that Washington Gaming listed $1 million to
$10 million in assets.

Business Journal relates that The U.S. Bankruptcy Court for the
Western District of Washington issued a ruling on Friday,
preventing creditors from seizing assets.

British Columbia-based Evergreen Gaming Corporation --
http://www.evergreengaming.com/-- and its affiliates own and
operate 10 casinos in Washington State and a 100,000 square-foot
casino in Calgary, Alberta.

Deloitte & Touche Inc. filed a Chapter 15 petition for Evergreen
Gaming and its affiliates on April 15, 2009 (Bankr. W.D. D.C. Case
No. 09-13567).  The Debtors has $1 million to $10 million in
assets and $10 million to $50 million in debts.


FAIRCHILD CORP: Court Approves Bid Protocol; May 18 Auction Set
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
The Fairchild Corporation, et al., approval of bidding procedures
with respect to the sale of the assets of Banner Aerospace Holding
Company I, Inc. and its subsidiaries, and assets of Fairchild
Realty LLC used by Banner in its operations.

The Court also approved the payment of a break-up fee of
$1,050,000 and expense reimbursement of $500,000 to Phoenix
Banner, the stalking horse bidder.   Phoenix Banner will be
entitled to these amounts in the event the Debtors closes a sale
with another party.

The deadline for the submission of competing bids will be on
May 13, 2009, at 5:00 prevailing Eastern Time.  If a qualified bid
other than the stalking horse bidder's is received by the bid
deadline, an auction will be conducted no later than May 18, 2009.

Bids must be equal to the sum of (i) the Break-Up Fee, plus (ii)
the Expense Reimbursement, plus (iii) $150,000, and plus (iv) the
purchase price under the asset purchase agreement with the
Stalking Horse Bidder.

Objections to entry of the sale order must be filed no later than
May 11, 2009 at 4:00 p.m. Eastern Daylight Time.

The sale hearing will be held on May 19, 2009, at 1:00 p.m.
Eastern Daylight Time, at which date and time, the Court will hear
all timely filed objections.

A full-text copy of the Bidding Procedures is available for free
at http://bankrupt.com/misc/Fairchild.BidProcedures.pdf

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

The Company and 60 of its affiliates filed for Chapter 11
protection on March 18, 2009 (Bankr. D. Del Lead Case No.
09-10899).  Steven J. Reisman, Esq., Timothy A. Barnes, Esq., and
Veronique A. Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle
LLP, represent the Debtors as counsel.  Jason M. Madron, Esq.,
Michael J. Merchant, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as co-counsel.  At
January 31, 2009, the Debtor had $89,433,000 in total assets and
$228,095,000 in total debts.


FAIRCHILD CORP: Obtains Final Approval for $23MM PNC DIP Loan
-------------------------------------------------------------
The Fairchild Corporation and its affiliates won final approval
from the U.S. Bankruptcy Court for the District of Delaware to
access debtor-in-possession financing in an aggregate amount not
to exceed $23 million from PNC, Bank National Association.

As reported in the Troubled Company Reporter on April 9, 2009, the
new loan would subsume the existing credit in which PNC National
Bank NA is agent for the lenders.

A copy of the Court's final order is available for free at:

       http://bankrupt.com/misc/Fairchild.PNCDIP.Order.pdf

               Salient Terms of the PNC DIP Facility

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

PNC DIP Facility:       A senior secured, priming super-priority
                        debtor in possession credit facility
                        consisting of a revolving credit facility
                        in the maximum aggregate amount equal to
                        $23 million with a $12 million sublimit
                        for advances under the DIP Ex-Im Credit
                        agreement.  Availability under the PNC
                        DIP facility will be reduced dollar for
                        dollar by the amounts outstanding under
                        the DIP Ex-Im Credit Agreement.

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

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

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

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

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

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

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

Interest Rate:          The sum of (a) the Alternate Base Rate
                        plus 3% with respect to Domestic Rate
                        Loans and (b) the sum of 4% plus the
                        higher of (i) the Eurodollar Rate and
                        (ii) 2% with respect to Eurodollar Rate
                        Loans.

Termination Date:       The date which is the earliest of (a) the
                        date that is 100 days after the petition
                        date; (b) the effective date of a
                        confirmed Plan of Reorganization; (c) the
                        closing of a sale of all or substantially
                        all of the Borrowers' or any Borrower's
                        assets; (d) the date of the conversion of
                        the case to a case under Chapter 7 of the
                        Bankruptcy Code; (e) the date of
                        dismissal of the case; and (f) said
                        earlier date on which all obligations
                        become due and payable under the terms of
                        the PNC DIP Agreement, and (g) the date
                        that is 21 days after the entry of the
                        Interim Order if the Final Order has not
                        been entered.

Fees and Expenses:      Commitment fee of 2% or $460,000, which
                        is not refundable and fully earned upon
                        the entry of the interim order and
                        payable as: (i) $230,000 upon the entry
                        of the Interim Order and (ii) $230,000 on
                        the earlier of the 60th day after the
                        petition date or the occurrence of an
                        Event of Default, Collateral Monitoring
                        Fee of $5,000 per month; an unused line
                        fee of 0.25% on the average unused
                        Advances under the PNC DIP facility; the
                        Agents' reasonable legal fees and
                        expenses; and a Field Exam Fee of $850 per
                        per man-day plus expenses.

The agreement contained certain events of default.

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

The Debtor and 60 of its affiliates filed for Chapter 11
protection on March 18, 2009 (Bankr. D. Del Lead Case No.
09-10899).  Steven J. Reisman, Esq., Timothy A. Barnes, Esq., and
Veronique A. Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle
LLP, represent the Debtors as counsel.  Jason M. Madron, Esq.,
Michael J. Merchant, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as co-counsel.  At
Jan. 31, 2009, the Debtor had $89,433,000 in total assets and
$228,095,000 in total debts.


FAIRCHILD CORP: U.S. Trustee Appoints 3-Member Panel
----------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for Region
3, appointed three creditors to serve on the official committee of
unsecured creditors in The Fairchild Corporation and its debtor-
affiliates' jointly administered Chapter 11 cases.

The Creditors Committee members are:

     a) David Jordan
        Health Insurance Group Fairchild Republic Retirees
        14 Chapin Road
        Farmingdale, NY 11735
        Tel: (516) 221-0109

     b) Jerry R. Lirette
        1547 Kensington Road
        Bloomfiled Hills, MI 48304
        Tel: (248) 622-0077

     c) Warren R. Stumpe
        1531 W. Greenbrier Lane
        Mequon, WI 53092
        Tel: (262) 241-9560
        Fax: (262) 241-9560

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

The Company and 60 of its affiliates filed for Chapter 11
protection on March 18, 2009 (Bankr. D. Del Lead Case No.
09-10899).  Steven J. Reisman, Esq., Timothy A. Barnes, Esq., and
Veronique A. Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle
LLP, represent the Debtors as counsel.  Jason M. Madron, Esq.,
Michael J. Merchant, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as co-counsel.  At
Jan. 31, 2009, the Debtor had $89,433,000 in assets and
$228,095,000 in debts.


FAIRCHILD CORP: Can Obtain Up To $4 Million from Phoenix Banner
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Banner Aerospace Holding Company I, Inc. and other affiliates of
The Fairchild corp. final authority to obtain post-petition
financing from Phoenix Banner LLC, up to an aggregate amount of
$4,000,000, in accordance with a budget.

Phoenix Banner is the stalking horse bidder for the assets of
Banner Aerospace Holding Company I, Inc. and its subsidiaries, and
assets of Fairchild Realty LLC used by Banner in its operations.

The Phoenix DIP Facility will terminate on the earliest to occur
of (i) 100 days after the Petition Date, or June 26, 2009, (ii)
the consummation of the sale to the Lender of substantially all of
the assets and businesses of the DIP Borrowers, (iii) the date of
consummation of the sale to any person other than the Lender of
all or substantially all or any portion of the assets of the DIP
Borrowers pursuant to the Bidding Procedures or under a plan
confirmed in the Debtors' Chapter 11 cases; (iv) the date of the
consummation of a plan of liquidation or reorganization in any of
the Chapter 11 cases; (v) the date of termination of the Asset
Purchase Agreement in accordance with its terms; and (v) the
occurrence of an Event of Default under the Phoenix DIP Agreement.

          Significant Terms of the Phoenix DIP Facility

Phoenix DIP Facility:   A revolving line of credit with a maximum
                        borrowing totaling $4,000,000

Lender:                 Phoenix Banner LLC

Priority of Security
Interest in
DIP Collateral:         Subject to the liens and security
                        interests granted under the PNC DIP
                        Facility the Borrowers will grant Lender
                        a second-priority lien, subject only to
                        to existing and validly perfected liens
                        liens, on all of the DIP Borrowers'
                        assets.

Superpriority:          Subject to the superpriority claims
                        granted PNC Bank under the PNC DIP
                        Agreement and the Carve-Out Expenses, all
                        of the obligations under the Phoenix DIP
                        Facility will constitute allowed
                        superpriority administrative claims.

Interest Rate:          Prime Rate of the bank selected by the
                        Lender plus 8% p.a.  The Post-Default Rate
                        shall be equal to the Interest Rate plus
                        5% p.a.

Fees and Expenses:      Facility Fee of 2% of the Phoenix DIP
                        Facility commitment; all reasonable costs
                        and expenses incurred by the Lender,
                        including fees and disbursements of
                        counsel to the Lender.

A copy of the Court's final order authorizing the Phoenix DIP
Facility is available at

     http://bankrupt.com/misc/Fairchild.PhoenixDIP.Order.pdf

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

The Company and 60 of its affiliates filed for Chapter 11
protection on March 18, 2009 (Bankr. D. Del Lead Case No.
09-10899).  Steven J. Reisman, Esq., Timothy A. Barnes, Esq., and
Veronique A. Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle
LLP, represent the Debtors as counsel.  Jason M. Madron, Esq.,
Michael J. Merchant, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as co-counsel.  At
Jan. 31, 2009, the Debtor had $89,433,000 in total assets and
$228,095,000 in total debts.


FAIRCHILD CORP: Section 341(a) Meeting Set for April 29
-------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for Region
3, will convene a meeting of The Fairchild Corporation, et al.'s
creditors on April 29, 2009, at 12:00 p.m., at the J. Caleb Boggs
Federal Building, 844 King Street, 2nd Floor, Room 2112, in
Wilmington, Delaware 19801.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the Debtors' financial affairs and
operations that would be of interest to the general body of
creditors.

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

The Company and 60 of its affiliates filed for Chapter 11
protection on March 18, 2009 (Bankr. D. Del Lead Case No.
09-10899).  Steven J. Reisman, Esq., Timothy A. Barnes, Esq., and
Veronique A. Hodeau, Esq., at Curtis, Mallet-Prevost, Cold & Mosle
LLP, represent the Debtors as counsel.  Jason M. Madron, Esq.,
Michael J. Merchant, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as co-counsel.  At
Jan. 31, 2009, the Debtor had $89,433,000 in total assets and
$228,095,000 in total debts.


FANNIE MAE: Board Names Michael J. Williams President & CEO
-----------------------------------------------------------
Fannie Mae's Board of Directors has appointed Michael J. Williams
President and Chief Executive Officer and a board director.

Mr. Williams succeeds Herbert M. Allison, Jr., who has been
nominated to be Assistant Secretary for Financial Stability and
Counselor to the Secretary at the U.S. Department of the Treasury.

"Mike Williams has demonstrated time and again his ability to
successfully lead and execute some of the most important
initiatives the company has undertaken," said Philip A. Laskawy,
Chairman of the Board.  "Mike brings a steady hand, extensive
experience and a deep understanding of the company and the housing
and financial markets to his new role, and he enjoys the full
confidence and support of the Board.  We look forward to Mike's
leadership of Fannie Mae as we continue to tackle the difficult
challenges facing the housing market and the nation's economy."
"We also thank Herb Allison for his tremendous contributions to
Fannie Mae," continued Mr. Laskawy.  "He has guided the company
most ably through a very challenging period.  We wish him all the
best in his new position."

Mr. Williams ascends to his new position after having served as
the Company's Executive Vice President and Chief Operating
Officer.  In the wake of the market downturn, he oversaw the
bolstering and restructuring of the company's foreclosure-
prevention and loss mitigation operations, and this year he has
led the company's efforts to carry out the Administration's Making
Home Affordable loan refinance and modification initiatives.  Mr.
Williams has also managed and executed other large-scale
initiatives at Fannie Mae in the past, including the company's
restatement, reorganization and transition to conservatorship.

"Mike's appointment as CEO will provide continuity of direction
and purpose as Fannie Mae continues to focus on supporting the
market and carrying out the Administration's housing relief plan,"
said Mr. Allison.  "Mike has a proven track record of success.  He
is extraordinarily capable at leading people and organizing plans
and processes to accomplish important objectives, and he will
foster change where needed to assure the highest standards of
performance.  I anticipate a seamless transition to a chief
executive who has led Fannie Mae's mission and virtually all key
operational areas of the company with good-natured distinction."

In his role as COO, Mr. Williams has been responsible for the
functions of Credit Operations, Technology, Enterprise Operations,
Human Resources, Community and Charitable Giving, Compliance and
Ethics, Corporate Facilities and Security and Corporate
Procurement.  Previous to his tenure at Fannie Mae, Williams held
positions at KPMG Peat Marwick and the Dupont Company.  He has a
master's degree in business administration and a bachelor of
science degree from Drexel University.

                         About Fannie Mae

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

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

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

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

                          Conservatorship

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


FANNIE MAE: Obama Nominates Outgoing CEO Herb Allison to Run TARP
-----------------------------------------------------------------
Henry J. Pulizzi at The Wall Street Journal reports that President
Barack Obama has nominated Fannie Mae CEO Herb Allison to run the
Troubled Asset Relief Program.

WSJ relates that Mr. Allison's appointment needs the Senate's
approval.  Mr. Allison would be succeeding Neel Kashkari, who has
run TARP since its creation during the George W. Bush
administration, WSJ notes.  WSJ says that Mr. Allison will become
assistant Treasury secretary for financial stability and counselor
to Treasury Secretary Tim Geithner.  According to the report, the
U.S. government said that Mr. Allison will serve as an adviser on
policy matters.

Citing people familiar with the matter, WSJ states that Fannie Mae
Chief Operating Officer Michael Williams would be named as the
Company's next CEO.

                         About Fannie Mae

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

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

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

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

                          Conservatorship

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


FATBURGER RESTAURANTS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Fatburger Restaurants of California, Inc.
        14402 Ventura Blvd.
        Sherman Oaks, CA 91423

Bankruptcy Case No.: 09-13964

Debtor-affiliate filing separate Chapter 11 petition:

    Case No.   Affiliate
    --------   ---------
    09-13965   Fatburger Restaurants of Nevada, Inc.

Chapter 11 Petition Date: April 7, 2009

Court: U.S. Bankruptcy Court Central District of California

Judge: Kathleen Thompson

Debtor's Counsel: Ron Bender, Esq.
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  310-229-1234
                  Email: rb@lnbrb.com

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

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

A list of the Debtors' 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/cacb09-13964.pdf

The petition was signed by Harold Fox, the company's chief
financial officer.


FIDELITY NATIONAL: Nets $331 Million From Issuance of Shares
------------------------------------------------------------
Fidelity National Financial, Inc. said April 19 that the
underwriters of its equity offering have exercised their option to
purchase 2,370,000 additional shares at the offering price of
$19.00.  A total of 18,170,000 shares will be issued for net
proceeds of approximately $331 million.  Closing is expected on
April 20, 2009.

On April 14, 2009, Fidelity National entered into an underwriting
agreement with J.P. Morgan Securities Inc. and Goldman, Sachs &
Co., as representatives of certain underwriters. The Underwriting
Agreement relates to the issuance and sale in a public offering by
the Company of 15,800,000 shares of its common stock, par value
$0.0001 per share, and the grant to the Underwriters of a 30-day
option to buy up to 2,370,000 additional Shares to cover over-
allotments, if any.  The Underwriters have elected to exercise
their option and purchase all of such additional Shares. The price
per Share to the Underwriters is $18.24, and the Underwriters will
initially offer the Shares to the public at $19.00 per Share. The
Shares will be listed on The New York Stock Exchange.

Fidelity previously said it will use the proceeds from the shares
offering "for general corporate purposes," including the potential
repayment of a $1.1 billion syndicated credit agreement.

On December 22, 2008, Fidelity National Financial, Inc. completed
the acquisition of LandAmerica Financial Group Inc.'s two
principal title insurance underwriters, Commonwealth and Lawyers,
as well as United Capital Title Insurance Company.  During 2007,
the LFG Underwriters had a 19.6% share of the U.S. title insurance
market, according to Demotech.

According to Fidelity, during 2008 and 2007, prior to the
acquisition, the LFG Underwriters generated significant revenue
but had substantial losses from operations.  Since the
acquisition, Fidelity says it has been engaged in an effort to
reduce overhead at the LFG Underwriters and restore them to
profitability.  At the time of the acquisition, it set a goal of
achieving synergies from the acquisition that would yield annual
pre-tax savings of $225 million on a run-rate basis.

Fidelity said, "As of March 31, 2009, we estimate that we have
achieved approximately $231 million in such run-rate savings,
thereby meeting our target. We have achieved these expense savings
through measures such as consolidation of general, administrative
and sales functions, data processing efficiencies and elimination
of certain duplicative or excess facilities.  Through the end of
March 2009, we had eliminated approximately 2,068 of the 5,500
employees and closed approximately 216 of the offices acquired in
the transaction, with the bulk of the reductions occurring in
January and February of 2009."

Carla Main and Dawn McCarty of Bloomberg said on April 15 that
Fidelity dropped the most in four months after announcing a third
straight quarterly loss and plans to sell 13.3 million shares.
Fidelity said that it expects pre-tax loss for its fiscal second
quarter ended March 31, 2009 to be between $0.3 million and $10.5
million.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)

                      About Fidelity National

Fidelity National Financial, Inc. (FNF) is a holding company that
is a provider, through its subsidiaries, of title insurance,
specialty insurance and claims management services. The Company
also provides flood insurance, personal lines insurance and home
warranty insurance through its specialty insurance subsidiaries.
In addition, FNF is a provider of outsourced claims management
services to corporate and public sector entities through its
minority-owned subsidiary, Sedgwick CMS Holdings, Inc. (Sedgwick),
and a provider of information services in the human resources,
retail, and transportation markets through another minority-owned
affiliate, Ceridian Corporation (Ceridian). FNF's operating
business segments include Fidelity National Title Group and
Specialty Insurance.

Fidelity had its credit grade cut to junk by Fitch Ratings after
completing the purchase of bankrupt rival LandAmerica in December.
Fitch issued Fidelity an Issuer Default Rating of 'BB'.

As reported by the TCR on Apr. 17, 2009, Fitch Ratings said
Fidelity National's ratings (and those of its subsidiaries) remain
unchanged following the announcement that it will issue $300
million of common equity.


FIFTH THIRD BANCORP: Moody's Cuts Operating Banks BFSR to 'C'
-------------------------------------------------------------
Moody's Investors Service said April 14 it downgraded the ratings
of Fifth Third Bancorp and the bank financial strength rating
(BFSR) of its operating banks by two notches (senior debt at the
holding company to Baa1 from A2; BFSR to C from B-).  Fifth Third
Bancorp's short-term rating was also downgraded, to Prime-2 from
Prime-1.

The long-term debt and deposit ratings of Fifth Third Bank, Ohio
and Fifth Third Bank, Michigan, were lowered by one notch (long-
term deposits to A2 from A1).  The Prime-1 short-term ratings of
both bank subsidiaries were affirmed.  Following these rating
actions, the outlook on Fifth Third and its subsidiaries is
negative.

The downgrade incorporates Moody's view that Fifth Third, despite
having taken very sizable loan loss provisions in 2008, faces
continued elevated credit costs as real estate markets and the
overall U.S. economy remain weak. The additional credit costs will
come from a range of consumer and commercial asset classes, in
Moody's view. Fifth Third operates in challenging Midwest markets,
including Ohio and Michigan, and it also expanded its exposure to
the troubled Florida market in recent years. As a result, credit
challenges will negatively impact Fifth Third's near-term
profitability and pressure its capital position.

In addition, Fifth Third's 3.2% net charge-off rate for 2008,
including a high 7.5% annualized net charge-off rate for the
fourth quarter, highlights previous shortcomings in its credit
underwriting capabilities.

However, Fifth Third has since strengthened its credit practices
and discontinued certain product types, largely related to real
estate.

Nonetheless, although management actions in 2008 have
significantly increased Fifth Third's loan loss reserves, poor
underwriting and questionable expansion initiatives earlier this
decade continue to weigh on its near-term outlook.

However, Fifth Third avoided a more negative rating action due to
Moody's expectation that its recently announced agreement to sell
a 51% stake in the newly-formed Fifth Third Processing Solutions,
LLC (FTPS) to Advent International, a privately-held buyout firm,
will have a favorable near-term impact on its capital position.
FTPS will operate the merchant acquiring and financial
institutions processing businesses that were formerly part of
Fifth Third Bank, Ohio. The transaction is expected to
close in the second quarter of 2009 and would result in an
increase of more than 100 basis points in Fifth Third's tangible
common equity ratio.

The impact is magnified because it will allow Fifth Third to
receive more hybrid equity credit in Moody's capital calculation
since Fifth Third is currently over Moody's 25% cap for hybrid
equity credit.

Moody's added that it chose to maintain a negative outlook on
Fifth Third because of the downside risks to its performance from
a weaker economic environment than is currently expected. In that
environment, revenue could deteriorate and, combined with higher
credit costs, would add incremental pressure on Fifth Third's
profitability and its capital position.

The more modest downgrade of Fifth Third's bank-level debt and
deposit ratings was influenced by Moody's view that the likelihood
of systemic support for Fifth Third has increased in the current
environment. In Moody's judgment, Fifth Third would benefit from
some level of systemic support, if needed, based on its meaningful
share of deposits in a number of Midwestern states.

Systemic support is less beneficial for Fifth Third's holding
company creditors, in Moody's view. Therefore, the holding
company's ratings incorporate no lift and are now two notches
lower than those of the bank.

Moody's last rating action on Fifth Third was on January 22, 2009
when the long-term deposit and debt ratings of Fifth Third and its
subsidiaries were downgraded and placed on review for further
downgrade, with the exception of the Prime-1 short-term rating at
the lead banks.

April 14's rating action concludes that review and is consistent
with Moody's February 2009 announcement that it was recalibrating
some of the weights and relative importance attached to certain
rating factors within its current bank rating methodologies.
Capital adequacy, in particular, has taken on increasing
importance in determining the BFSR in the current environment.
Meanwhile, debt and deposit ratings reflect the fact that
Moody's expects that its support assumptions will continue to
increase for many banks during this global financial crisis.


FREDY VAZQUEZ: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Fredy Vazquez
        32142 Duclair Rd.
        Winchester, CA 92596

Bankruptcy Case No.: 09-16535

Chapter 11 Petition Date: April 3, 2009

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

Judge: Meredith A. Jury

Debtor's Counsel: Khachik Akhkashian, Esq.
                  3055 Wilshire Bl., 12th Fl.
                  Los Angeles, CA 90010
                  Tel: (213) 384-2220

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

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

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

          http://bankrupt.com/misc/cacb09-16535.pdf

The petition was signed by Fredy Vazquez.


FRESNO STREET: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Fresno Street--A Series of Westmoore Income Properties LLC
        8141 E Kaiser Blvd #312
        Anaheim, CA 92808

Bankruptcy Case No.: 09-13133

Chapter 11 Petition Date: April 7, 2009

Court: U.S. Bankruptcy Court Central District of California

Debtor's Counsel: Steven M. Gribben, Esq.
                  18500 Von Karman Ave Ste 540
                  Irvine, CA 92612
                  Tel: 949-878-3740
                  Fax: 323-410-2312
                  Email: gribben@gribbeninc.com

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

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

A list of the Debtor's 7 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb09-13133.pdf

The petition was signed by Matt Jennings, chief executive officer
of Manager, Westmoore Management, LLC.


G.I. JOE'S: Sec. 341 Meeting of Creditors on May 14
---------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Delaware,
has scheduled a May 14 meeting of creditors in the Chapter 11
cases of G.I. Joe's Holdings Inc. and G.I. Joe's Inc.  This is a
meeting under Section 341(a) of the Bankruptcy Code.

G.I. Joe's Inc. has a $51.2 million loan from Wells Fargo Retail
Finance LLC, the existing first-lien lender owed $48 million.  The
U.S. Bankruptcy Court for the District of Delaware has allowed the
DIP loan to finance the business while it pursues a sale to
liquidators or going-concern buyers.

As reported by the TCR on April 17, 2009, the Company appears to
be headed to liquidation.  Nicole Formosa at Bicycle Retailer and
Industry News reported 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.

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.


GABLES INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: The Gables, Inc.
        212 Centre Street
        Beach Haven, NJ 08008

Bankruptcy Case No.: 09-18348

Chapter 11 Petition Date: April 2, 2009

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

Debtor's Counsel: Lee D. Gottesman, Esq.
                  509 Main Street
                  P.O. Box 1508
                  Toms River, NJ 08754-1508
                  Tel: (732) 914-1055
                  Email: lee@ldg-law.com

Total Assets: $4,288,459.51

Total Debts: $4,852,161.49

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

          http://bankrupt.com/misc/njb09-18348.pdf

The petition was signed by Sondra Webb Beninati, president of the
Company.


GEHL COMPANY: Reaches Forbearance Agreement with Lenders
--------------------------------------------------------
Gehl Company's principal source of liquidity is a revolving credit
agreement entered into in October 2006 with a group of U.S. bank
lenders with approximately $117 million outstanding as of March
31, 2009.  As part of its ongoing discussions with its U.S. bank
lenders, on April 16, 2009, the Company entered into a Forbearance
Agreement with the lender group.  The Forbearance Agreement
rescinds and withdraws the notice of debt repayment delivered on
March 31, 2009, allows the Company access to credit under the
revolving credit agreement and provides a 75-day time period to
complete the negotiation of a further amendment to the credit
agreement, subject to customary terms and conditions.

The Company has repaid a portion of the outstanding borrowings to
its lenders using cash generated from operations and anticipates
making additional debt repayments in 2009 using cash generated
from operations.  The Company also anticipates entering into a
long-term secured credit facility within the extension time period
to replace the existing revolving credit agreement.

                        About Gehl Company

Gehl Company is a manufacturer and worldwide distributor of
compact equipment used worldwide in construction and agricultural
markets.  Founded in 1859, the Company is headquartered in West
Bend, Wisconsin.  In October 2008, Gehl Company became a
subsidiary of the Manitou Group.  The Company markets its products
under the Gehl (R) and Mustang (R) brand names.  Mustang product
information is available on the Mustang Manufacturing Web site:

                    http://www.mustangmfg.com/

CE Attachments, Inc., information is available at:

                    http://www.ceattach.com/

Gehl Company information is available at http://www.gehl.com/


GENERAL GROWTH: Seeks Approval of $375,000,000 Pershing DIP Loan
----------------------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates seek
authority from Judge Allan Gropper of the U.S. Bankruptcy Court
for the Southern District of New York to obtain $375,000,000
debtor-in-possession loans from Pershing Square Capital
Management, L.P., as the administrative agent to PS Green
Holdings, LLC, and PS Green, Inc., as lenders.

The DIP Loans will be used to ensure uninterrupted payment of
expenses for the operation of the Debtors' properties, including
payroll, building maintenance, security, marketing, leasing
services, utilities and all other operational needs.

The Lenders' interests, according to Marcia L. Goldstein, Esq.,
at Weil, Gotshal & Manges LLP, in New York, are aligned with
those of the Debtors.  She points out that Pershing Square
currently owns more than 23 million shares of stock in GGP, has
economic exposure to approximately 52 shares under cash settled
total return swaps, and owns approximately $177 million in face
amount of The Rouse Company LP bonds of varying maturities.  She
says the parties contemplate that the Agent's principal, William
Ackman, will obtain a seat on the board of GGP subsequent to the
final DIP hearing.

The DIP Facility will mature on earlier of (a) the date that is
18 months after the Funding Date, (b) the Plan Date, or (c) 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.

The Term Loan will bear interest on the unpaid principal amount
at a per annum rate equal to the lesser of (i) the Maximum Rate
or (ii) the LIBOR Rate for the relevant Interest Period
applicable to the Term Loans plus 12%.  Upon an Event of Default,
the interest rate may increase by a maximum of 2% and, after the
Outside Date, by a maximum of 5%.  All interest charges on the
Obligations will be computed on the basis of a year of 360 days
and actual days elapsed.

As security for the DIP Financing Agreements and the obligations
of the Debtors under the agreements, the Agent and the Lenders
will be granted:

   (a) a lien on and security interest in all Collateral
       provided, among other things, that that Collateral will
       not include (i) the Debtors' claims and causes of action
       under Chapter 5 of the Bankruptcy Code and any other
       avoidance or similar action under the Bankruptcy Code or
       similar state law and their proceeds; and (ii) the Capital
       Stock of any Foreign Subsidiary, other than 65% in total
       voting power of the Capital Stock and 100% of non-voting
       Capital Stock, in each case, of a first tier Foreign
       Subsidiary of any Obligor

   (b) valid, perfected, enforceable, and non-avoidable first
       priority security interests, liens, and mortgages on all
       of the Debtors' collateral not subject to security
       interests or liens as of the Petition Date;

   (c) valid, perfected, enforceable and non-avoidable junior
       security interests, liens and mortgages on all of the
       Debtors' Collateral that was subject to security interests
       and liens on the Petition Date; and

   (d) allowed superpriority administrative expense claims
       against the Debtors with priority over all other
       administrative expenses, diminution claims and all other
       claims against the Debtors.

The Liens and Claims granted to the DIP Agent are subject to the
Carve-Out, which means:

   -- any unpaid fees due to the United States Trustee and any
      fees due to the Clerk of the Bankruptcy Court;

   -- all reasonable fees and expenses incurred by a trustee
      under Section 726(b) of the Bankruptcy Code in an amount
      not exceeding $500,000;

   -- the reasonable expenses of members of any statutory
      committee, excluding fees and expenses of professional
      persons employed by the committee members individually;

   -- to the extent allowed at any time, all unpaid fees and
      expenses allowed by the Bankruptcy Court of professionals
      or professional firms retained pursuant to Section 327 or
      1103 through the date of the acceleration of the maturity
      of the DIP Loan; and

   -- after the date of acceleration of the maturity of the DIP
      Loan, to the extent allowed at any time, the payment of the
      fees and expenses of Professional Persons in an aggregate
      amount not to exceed $25 million.

The Carve-Out excludes, among others, any fees and expenses
incurred in connection with (a) any action or inaction that is in
violation of, or a default under, any of the DIP Financing
Agreements or the Final DIP Order, or (b) the assertion of any
claim seeking a determination invalidating the DIP Obligations,
the DIP Liens, or any of the Lenders' rights under the DIP
Financing Agreements.

The DIP Agreement also provides for these additional terms:

A. Issuance of Warrants

On the Issue Date, each Grantor will issue to Warrantholders
Warrants to acquire, upon exercise for a nominal price (i) with
respect to GGP, 4.9% of each class or series of Equity Securities
of GGP determined as of the Plan Date and (ii) with respect to
any Grantor other than GGP, 4.9% of any class of Equity
Securities of that Grantor issued, issuable or Transferred in
respect of any Claim in each case in respect of Eligible
Obligations in connection with GGP's Chapter 11 case.

B. Participation Right

In the event that, in connection with a Plan, GGP, GGPLP, or
TRCLP offers to sell any newly issued Equity Securities, GGP or
other Grantor will offer to sell to the Warrantholders up to an
aggregate 4.9% of the number of Equity Securities on the same
terms.  That participation right will not apply to any Equity
Securities issued, issuable or transferred in connection with any
transaction or related transactions the aggregate effect of which
is to cause a change in control, unless the investor purchasing
the largest amount in value of that offering agrees to the
participation.

C. Conversion

Subject to certain conditions precedent, GGP will have the right
to elect to pay on the Plan Date all or a portion of the sum of
(i) the outstanding principal amount of the Term Loan and (ii)
accrued and unpaid interest due and owing on the Plan Date by
issuing to the Lenders common stock of GGP.  In no event will the
conversion result in the Lenders' receipt of Common Stock in
connection herewith equaling more than 5.0% of the Common Stock
on a Fully-Diluted Basis.

A schedule of the Debt-to-Equity Conversion is available for free
at http://bankrupt.com/misc/debtequityconversion.pdf

D. Equity Put Option

In the event that, prior to the consummation of the Plan, GGP
will have retired any of its Term Loan principal and interest,
GGP will have the right to cause the Lenders to purchase up to
the lesser of (i) $375.0 million and (ii) the amount of retired
principal and interest in aggregate amount of securities offered
in the rights offering on the same terms and conditions of the
rights offering, provided that certain conditions precedent have
been satisfied.

E. Mandatory Prepayments of Term Loan

The Borrowers will prepay the principal amount of the Term Loan
upon the sale or disposition of certain Collateral or the amount
required under Section 9.4(e) of the DIP with respect to the Loss
Proceeds of any Casualty or Condemnation with respect to any
Property of any Debtor, net of an Exit Fee payable in connection
therewith.

F. Events of Default

Events of Default under the DIP Agreement include, but are not
limited to, covenant defaults, payment defaults, and the
occurrence of certain events in the case.

G. Fees

These fees and expenses are payable:

    Exit Fees             In the case of partial prepayment of
                          the Term Loan, an Exit Fee of 3.0% of
                          the principal amount of the Term Loan
                          prepaid.  On the earliest to occur of
                          the Maturity Date or the date of the
                          acceleration of the maturity of the
                          Term Loan as a result of the occurrence
                          of an Event of Default, an Exit Fee in
                          the amount equal to the remainder of
                          (i) 3.0% of the initial aggregate
                          Commitments minus (ii) the aggregate
                          amount of Exit Fees previously paid by
                          the Borrowers to the Agent.  The Exit
                          Fees will be fully earned when due and
                          are non-refundable in all cases.

   Commitment Fee         Prior to the Commencement Date, the
                          Debtors paid the Agent a commitment fee
                          of $15,000,000 in connection with the
                          Agent's commitment to provide the
                          financing as set forth in the DIP
                          Credit Agreement.

   Financial
   Advisor Fee            On the Funding Date, the Obligors will
                          deposit in an account of the Agent the
                          amount of $750,000 as reimbursement for
                          out-of-pocket costs and expenses
                          incurred on or before the Funding Date
                          by the Agent to its financial advisors.

   Administrative
   Fees and Expenses      Each Obligor agrees to pay to the
                          Agent certain fees and expenses,
                          including (a) fees and expenses of
                          counsel engaged by the Agent in
                          connection with, among others,
                          preparation of the Loan Documents; (b)
                          taxes, fees and other charges incurred
                          in connection with certain perfection
                          actions, to the extent permitted
                          pursuant to the DIP Credit Agreement;
                          (c) costs and expenses of any
                          reasonably necessary actions taken
                          during the existence of an Event of
                          Default aimed at preserving and
                          protecting the Collateral; and (d)
                          costs and expenses of the Lenders in
                          connection with their efforts to
                          realize on the Collateral to the extent
                          permitted under the Final DIP Order.

H. Release and Indemnification

The Obligors agree to defend, indemnify, and hold the Agent, each
Lender, and other parties harmless from and against all
Indemnified Liabilities.  The Debtors each release and discharge
the Lenders from all claims and causes of action arising out of
their relationship with any of the Debtors prior to the entry of
the Final DIP Order.  The Official Committee of Unsecured
Creditors, however, will have the right to challenge the release
through June 15, 2009.

I. Waiver of Automatic Stay

The automatic stay is modified to, among other things, permit the
Lenders to implement provisions of the Final DIP Order, and to
permit the Lenders, after the occurrence and continuation of an
Event of Default and upon five business days' written notice, to
enforce remedies under applicable law, the DIP Credit Agreement
or the Final DIP Order, as to the all or part of the Collateral
as the Lenders will, in their sole discretion, elect.

J. Goldman Refinancing Examination Period

Any complaint to challenge the Debtors' $225 million prepetition
loan from Goldman Sachs must be filed within 60 days of entry of
the Final DIP Order.  Failure to file or successfully prosecute
that avoidance action will result in (a) the Prepetition Goldman
Indebtedness constituting allowed claims in the agreed upon
principal amount, (b) the Prepetition Goldman Lien being deemed
legal, valid, binding, perfected, and otherwise unavoidable, and
(c) the payment of the Prepetition Goldman Indebtedness
authorized and directed by the Final DIP Order.

Regardless of the outcome of any Avoidance Action or otherwise,
the release of liens, encumbrances, and interests effectuated by
the Final DIP Order with respect to the Prepetition Goldman
Facility will be final and indefeasible upon the entry of a Final
DIP Order and the payment of the Prepetition Goldman Indebtedness
will involve the re-establishment of any the liens, encumbrances,
or interests, or any other interests, in the Collateral.

A full-text copy of the DIP Credit Agreement is available for free
at http://bankrupt.com/misc/gengrowthdippact.pdf

A list of the Debtors' insurance is available for free at
http://bankrupt.com/misc/gengrowthinsurance.pdf

                Pershing Square Discloses 7.4% Stake

In a Schedule 13-D filed with the Securities and Exchange
Commission, dated April 17, 2009, Pershing Square disclosed
beneficial ownership of 23,261,369 shares of General Growth
Properties, Inc.'s common stock, which represents 7.4% of
313,573,413 outstanding shares of common stock as of February 20,
2009.

Pershing Square Capital also disclosed it has shared voting power
and dispositive power of 23,261,369 shares of General Growth's
common stock.

Moreover, PS Management GP, LLC, disclosed that it beneficially
owns 23 261,369, shares of common stock and has shared voting and
dispositive power of 23,261,239 shares of common stock.

Pershing Square GP, LLC, also owns 8,179,744 representing 2.6% of
total outstanding stock.  Pershing Square has shared voting and
dispositive power of 8,179,744 shares of common stock.

William A. Ackman, managing member of Pershing Square Entities
also beneficially owns 23,261,369, representing 7.4% of total
outstanding stock.  Mr. Ackman has shared dispositive and voting
power of 23,261,369 shares of common stock.

                       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 Properties Inc. and other affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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: Can Use Lenders' Cash Collateral Until May 8
------------------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates sought
and obtained interim authority from Judge Allan Gropper of the
U.S. Bankruptcy Court for the Southern District of New York to
utilize from the Petition Date until May 8, 2009, the cash
collateral securing numerous mortgage lenders.

Most of the Debtors' cash needs are met by collection of rents
from tenants at their shopping centers and other properties.
Without use of cash collateral, the Debtors will be unable to
manage and pay the expenses of continued operation of their
properties, Marcia Goldstein, Esq., at Weil, Gotshal & Manges
LLP, in New York, explains.

The Debtors seek to use Cash Collateral in an amount that is to
be consistent with the expenditures described in their 13-Week
Projection, a full-text copy of which is available for free
at http://bankrupt.com/misc/gengrowth13weekbudget.pdf

Approximately $209 million of Cash Collateral is expected to be
used during the period from the Petition Date through May 8,
2009, and the Debtors expect to have receipts in the amount of
approximately $211 million during that period, Ms. Goldstein
tells the Court.

The Debtors propose to use Cash Collateral, wherever the Cash
Collateral may be located, to among other things, (a) maintain
their operations and provide funding to affiliates consistent
with prepetition practices as set forth in the Cash Management
Motion, (b) pay certain prepetition obligations as further
described in the Debtors" "first day" motions filed substantially
contemporaneously herewith and authorized pursuant to the "first
day" orders; and (c) pay disbursements for operating expenses as
more fully described in the 13-Week Projection.

As adequate protection, each Property Lender, will receive:

   (x) continuing, valid, binding, enforceable, and automatically
       perfected first priority postpetition security interests
       in, and liens on, the Intercompany Claims that each Debtor
       has in the net cash that flows into the Debtors'
       centralized cash management system; and

   (y) to the extent provided by Sections 503(b) and 507(b) of
       the Bankruptcy Code, an allowed superpriority
       administrative claim in that Debtor's Chapter 11 case.

The Adequate Protection Liens will be senior to all other
security interests in, liens on, or claims against any of the
Replacement Collateral.  However, the Adequate Protection Liens
will be junior to any valid and perfected prior liens and the
valid and perfected liens granted to the DIP Lenders.

The Debtors will continue to operate and maintain their business
and the Shopping Center Properties, which maintenance constitutes
adequate protection with respect to the secured parties pursuant
to the Property Loans, Ms. Goldstein says.

The Debtors will also continue to pay current interest at the
non-default, contract rate to each Property Lender as provided
for in the Property Lender's Property Loan.  If it is
subsequently determined that a Property Lender is determined to
be undersecured or unsecured, any postpetition interest received
by, or on behalf of, that Property Lender will be applied to the
principal amounts outstanding under its Property Loan.

The Debtors will pay pre- and postpetition property taxes with
respect to the Shopping Center Properties when those taxes come
due.

The parties with interest in Cash Collateral are listed
at http://bankrupt.com/misc/propertylenders.pdf

A full-text copy of the Interim Cash Collateral Order is
available for free at:

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

Judge Gropper ruled that all objections to the Cash Collateral
Motion, to the extent not withdrawn, are overruled.  Prior to the
entry of the Interim Cash Collateral Order, U.S. Bank, National
Association, a prepetition lender to the Debtors, asserted that
it is entitled to set-off the amounts held in the Debtors' bank
accounts against their obligation under the prepetition loans.

U.S. Bank pointed out that the Debtors owe it about $182 million
and that at least $1.7 million is held in the Debtors' accounts
as of the Petition Date.  Thus, because the Debtors' obligations
exceed the value of the funds in their bank accounts, U.S. Bank
asserted that its secured claim is equal to the amount of the
Cash Collateral.  Accordingly, U.S. Bank asked that it be either
(a) permitted to maintain its existing hold against the Debtors'
Accounts in an amount equal to the amount of the Cash Collateral,
or (b) granted adequate protection in the form of:

   -- a first priority senior security interest in and lien upon
      all the Debtors' property that is not subject to a valid,
      perfected and non-avoidable lien as of the Petition Date;

   -- a valid, perfected, enforceable, and non-avoidable junior
      security interests, liens and mortgages on all the Debtors'
      property that was subject to valid, perfected, enforceable,
      and non-avoidable security interests, liens or mortgages in
      existence on the Petition Date or that is subject to valid
      liens in existence on the Petition Date that are perfected
      subsequent to the Petition Date as permitted by Section
      546(b) and that have priority under applicable law; and

   -- a valid perfected, enforceable, and non-avoidable first
      priority lien and security interest in the Debtors'
      Accounts, as well as the funds in that account subject to
      valid, perfected, enforceable, non-avoidable liens and
      security interests in existence on the Petition Date.

Judge Gropper will convene a hearing on May 8, 2009, at 11:30
a.m., to consider final approval of the request.  Objections are
due May 1.

                       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 Properties Inc. and other affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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: Asks Court to Approve Weil Gotshal Engagement
-------------------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates seek
authority from Judge Allan Gropper of the U.S. Bankruptcy Court to
employ Weil, Gotshal & Manges LLP as their lead bankruptcy
counsel, nunc pro tunc to the Petition Date.

Since late December 2009, the Debtors have employed Weil Gotshal
and the Debtors believe that the firm has acquired significant
expertise regarding the unique legal issues associated with the
Chapter 11 cases.

Specifically, during the firm's prepetition representation of the
Debtors, the firm has been primarily responsible for providing
strategic advice regarding restructuring alternatives;
developing, together with Kirkland & Ellis LLP, a comprehensive
filing strategy for the Debtors at both the corporate and project
levels; and counseling the Debtors with respect to, and preparing
the documentation necessary for obtaining "first day" relief upon
the commencement of the Chapter 11 cases, among others.

As bankruptcy counsel, Weil Gotshal will:

   (a) advise the Debtors on obtaining "first day" relief from
       the Court, including financing, cash collateral usage,
       adequate protection issues and cash management;

   (b) advise the Debtors on negotiating with holders of existing
       corporate level debt and equity, including holders of the
       Rouse Bonds, TRUPS, the GGP LP Notes and the 2008
       Facility;

   (c) advise the Debtors on various project level restructuring
       matters;

   (d) advise the Debtors on their plan of reorganization,
       including confirmation matters and related litigation
       affecting all Debtors;

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

   (f) prepare pleadings, including motions, applications,
       answers, orders, reports and papers necessary or otherwise
       beneficial to the administration of the Debtors' estate;

   (g) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates before
       those courts; and

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

The Debtors will pay Weil Gotshal in accordance with the firm's
customary hourly rates:

   Members & counsel              $675 to $950
   Associates                     $355 to $640
   Paraprofessionals              $155 to $290

The Debtors will also reimburse Weil Gotshal for any necessary
out-of-pocket expenses it incurs.

Gary T. Holtzer, a member of Weil, Gotshal & Manges LLP, assures
the Court that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b), and does not represent any interest adverse
to the Debtors, their estates, and their creditors.

A schedule of Weil Gotshal's current and former clients that are
parties-in-interest in the Debtors' bankruptcy cases is available
for free at http://bankrupt.com/misc/wgmclientlist.pdf

Mr. Holtzer discloses that as of the Petition Date, (i) the fees
and expenses incurred by WG&M approximated $14,226,899 and (ii)
WG&M had a remaining credit balance in favor of the Debtors for
future professional services to be performed, and expenses to be
incurred, in the approximate amount of $872,821.  He says that
once all prepetition amounts have been reconciled, the remaining
balance will be applied for future professional services to be
performed, and expenses to be incurred.

                       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 Properties Inc. and other affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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: Taps Kirkland as Co-Bankruptcy Counsel
------------------------------------------------------
General Growth Properties, Inc., and its debtor affiliates seek
authority from Judge Allan Gropper of the U.S. Bankruptcy Court to
employ Kirkland & Ellis LLP as their co-bankruptcy counsel, nunc
pro tunc to the Petition Date.

Kirkland & Ellis was employed by the Debtors in late December
2008.  Among others, Kirkland & Ellis has analyzed certain
aspects of more than 200 loan agreements arising from the
Debtors' mortgage level debt.  The review encompassed the
Debtors' various loan agreements connected with their more than
100 commercial mortgage-backed securities transactions and the
various pooling and servicing agreements associated with those
loans.  In addition, the firm has also begun developing
strategies with respect to the long-term considerations for the
Debtors' project level assets and undertaken a comprehensive
review of the organizational documents relevant to each entity.

As bankruptcy co-counsel, Kirkland & Ellis will:

   (a) advise the Debtors on obtaining "first day" relief from
       the Court, including financing, cash collateral usage,
       adequate protection issues and cash management;

   (b) advise the Debtors on negotiating with holders of existing
       corporate level debt and equity, including holders of the
       Rouse Bonds, TRUPS, the GGP LP Notes, and the 2008
       Facility;

   (c) advise the Debtors on various project level restructuring
       matters;

   (d) advise the Debtors on their plan of reorganization,
       including confirmation matters and related litigation
       affecting all Debtors;

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

   (f) prepare pleadings, including motions, applications,
       answers, orders, reports, and papers necessary or
       otherwise beneficial to the administration of the Debtors'
       estates; and

   (g) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates before
       those courts.

The Debtors will pay Kirkland & Ellis according to the firm's
customary hourly rates:

   Partners                          $550-$965
   Of Counsel                        $390-$965
   Associates                        $320-$660
   Paraprofessionals                 $120-$280

The Debtors will also reimburse the firm for its necessary out-
of-pocket expenses.

The Debtors will provide to the firm a "classic retainer" of
$500,000.  The classic retainer was subsequently increased by
$300,000 on March 12, 2009; by $800,000 on March 19; by $250,000
on March 31; by $250,000 on April 7; and $200,000 on April 15.

James H.M. Sprayregen, P.C., Esq., at Kirkland & Ellis, LLP,
assures the Court that his firm does not represent any interest
adverse to the Debtors, their estates, and their creditors, and
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy.

General Growth Properties, Inc., and certain of its affiliates
are defendants in civil litigation pending before the Circuit
Court of Cook County, Illinois, captioned Center Partners, Ltd.,
et al., v. Urban Shopping Centers, L.P., et. al.  Mr. Sprayregen
discloses that K&E represents the plaintiffs on behalf of their
beneficial owner, JMB Realty Corp.

A list of Kirkland & Ellis' clients that are parties-in-interest
in the Debtors' bankruptcy cases is available for free at:

             http://bankrupt.com/misc/k&eclientlist.pdf

                       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 Properties Inc. and other affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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: Gets Court OK to Hire Kurtzman as Claims Agent
--------------------------------------------------------------
Judge Allan Gropper of the U.S. Bankruptcy Court for the Southern
District of New York granted General Growth Properties, Inc., and
its debtor affiliates authority to employ Kurtzman Carson
Consultants LLC as their claims and notice agent.

Although the Debtors are yet to file their schedules of assets
and liabilities or statements of financial affairs, they
anticipate 150,000 creditors and other parties-in-interest in
their Chapter 11 cases.

As the Debtors' claims agent, KCC will:

   1) notify all potential creditors of the filing of the
      bankruptcy petitions and of the setting of the first
      meeting of creditors, pursuant to Section 341(a) of the
      Bankruptcy Code, under applicable provisions of the
      Bankruptcy Code and Federal Rules of Bankruptcy Procedure
      as determined by the Debtors' counsel;

   2) prepare and serve required notices in the Debtors' Chapter
      11 cases, including:

        -- a notice of commencement of these Chapter 11 cases and
           the initial meeting of creditors under Section 341(a);

        -- notices of objections to claims;

        -- notices of any hearings on a disclosure statement and
           confirmation of a plan or plans or reorganization; and

        -- other miscellaneous notices as the Debtors, Clerk of
           the Court, or Court may deem necessary or appropriate
           for an orderly administration of these Chapter 11
           cases.

   3) maintain an official copy of the Debtors' Schedules,
      listing the Debtors' known creditors and the amounts owed;

   4) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the
      Chapter 11 cases without charge during regular business
      hours;

   5) furnish a notice of the last date for the filing of proofs
      of claim and form for the filing of a proof of claim, after
      the notice and form are approved by the Court;

   6) file with the Clerk an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed, and the date mailed, within 10 days of
      service;

   7) docket all claims received by the Clerk's office, maintain
      the official claims registers for each Debtor on behalf of
      the Clerk, and provide the Clerk with certified duplicate,
      unofficial Claims Registers on a monthly basis, unless
      directed;

   8) record all transfers of claims, pursuant to Rule 3001(e) of
      the Federal Rules of Bankruptcy Procedure, and provide any
      notices of transfers required by Rule 3001(e);

   9) specify, in the applicable Claims Register, the information
      for each claim docketed: (i) the claim number assigned,
      (ii) the date received, (iii) the name and address of the
      claimant and agent, if applicable, who filed the claim, and
      (iv) the classification(s) of the claim;

  10) relocate, by messenger, all of the actual proofs of claim
      filed with the Court to KCC, not less than weekly;

  11) upon completion of the docketing process for all claims
      received to date by the Clerk's office for each case, turn
      over to the Clerk copies of the Claims Register for the
      Clerk's review;

  12) make changes in the Claims Registers pursuant to order of
      the Court;

  13) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list will
      be available upon request by a party-in-interest or the
      Clerk;

  14) assist with, among other things, solicitation and
      calculation of votes and distribution as required in
      furtherance of confirmation of plan(s) of reorganization;


  15) provide such other claims processing, noticing, and
      administrative services as may be requested from time to
      time by the Debtors;

  16) 30 days prior to the close of these Chapter 11 cases, an
      Order dismissing KCC as Claims Agent will be submitted
      terminating its services upon completion of its duties and
      responsibilities and upon the closing of these Chapter 11
      cases;

  17) file with the Court the final version of the Claims
      Register immediately before the closing of these Chapter 11
      cases; and

  18) at the close of these cases, box and transport all original
      documents, in proper format, as provided by the Clerk's
      Office, to the Federal Archives Record Administration,
      located at Central Plains Region, 200 Space Center Drive,
      Lee's Summit, MO 64064.

In addition, KCC will assist the Debtors with, among other
things:

   (a) maintaining and updating the master mailing lists of
       creditors;

   (b) to the extent necessary, gathering data in conjunction
       with the preparation of the Debtors' Schedules;

   (c) tracking and administration of claims; and

   (d) performing other administrative tasks pertaining to the
       administration of the Chapter 11 cases as may be requested
       by the Debtors or the Clerk's Office in accordance with
       the KCC Agreement.

Prior to the Petition Date, the Debtors paid KCC a retainer of
$100,000.  The Debtors will pay KCC services rendered according
to the firm's professionals customary hourly rates.  The Debtors
will also reimburse KCC for expenses incurred.

To reduce the administrative expenses related to KCC's retention,
the Debtors are authorized to pay KCC's undisputed fees and
expenses as an administrative expense of the Debtors' estates in
the ordinary course of business, without the filing of formal fee
applications in accordance with the provisions of the KCC
Agreement.  However, KCC will (i) maintain records of all
services, which will show dates, categories of services, fees
charged, and expenses incurred; and (ii) serve monthly invoices
on the Office of the United States Trustee, any Official
Committee of Unsecured Creditors appointed in these cases, and
any party-in-interest who requests service of KCC's monthly
invoices.  In addition, KCC will comply with all requests of the
Clerk's Office and the guidelines promulgated by the Judicial
Conference of the United States for the implementation of Section
156(c) of the Judicial and Judiciary Procedure Code.

Michael J. Frishberg, vice president of restructuring services of
KCC, relates that although the Debtors do not propose to retain
KCC under Section 327, his firm has conducted a thorough analysis
of its contacts with each of the Debtors and the significant
potential creditors and parties-in-interest in these chapter 11
cases.  Upon review, he says neither KCC nor any of its personnel
have any relationship with the Debtors or any of the significant
potential creditors and parties-in-interest in these Chapter 11
cases that would impair his firm's ability to serve as Claims
Agent.  He maintains that KCC is a "disinterested person" as the
term is defined under Section 101(14).

                       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 Properties Inc. and other affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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: Westfield Unlikely to Pounce on Assets
------------------------------------------------------
Despite General Growth Properties Inc cash pile of nearly
$6.5 billion, Australia's Westfield Group is not expected to snap
up any assets from the collapse company due to an uncertain
outlook for the U.S. economy and the global credit market, Denny
Thomas at Reuters reported.

Reuters says that the biggest real estate failure in U.S. history
has stirred market talk Westfield and Simon Property Group Inc.
could emerge as possible buyers for the assets from bankruptcy.

Analysts say high quality of General Growth's malls could entice
Westfield as the assets meet strict return criteria set out by the
Australian firm.  Westfield has a target to generate internal rate
of return of between 12-15%.  "It's not unreasonable to expect
that Westfield will see that kind of internal rate of return
coming from high quality regional malls jettisoned from General
Properties," JP Morgan said in a report.

But with the U.S. economy mired in deep recession, Westfield will
focus on retaining its A-minus credit rating which is key to
accessing debt markets in these credit-constrained times.

A source familiar with Westfield's strategy, told Reuters, "At the
moment they are just focused on managing their own business and
stabilizing their position.  If there are some fantastic
opportunities, they would look at them.  But they would be very
focused how they financed it."

The source, who was not authorized to speak to the media, added
saying that Westfield's move would also depend on how General
Growth's bankruptcy will pan out.

"Westfield has all the time on its side, it could get a clearer
handle on whether retail sales in the U.S. are likely to bottom
out in this cycle," JP Morgan said, in an April 16 report.

"It could be an opportunity for them. The market is factoring in
the possibility that they may look to do something," said Rob
Patterson, managing director at Argo Investments Ltd, which
manages about A$3 billion ($2.2 billion) including Westfield
shares. He added saying, "Certainly they (Westfield) are very
disciplined and in a stronger position than most players. The risk
is that you pay too much and go in too early."

But fund managers said any deal is fraught with dangers, Reuters
reported.  "The risks are that the U.S. consumer recession is
deeper than anticipated.  So they would be increasing their U.S.
exposure as the consumer outlook is deteriorating," said Richard
Morris, a fund manager with Constellation Capital Management,
which does not own Westfield shares.

                       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 Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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: Reliance on Debt May Allow Rivals to Buy Malls
--------------------------------------------------------------
General Growth Properties Inc.'s purchase of Rouse Co. for $11.3
billion in 2004 added almost $10 billion in debt to its balance
sheet and led the second-largest U.S. mall owner to file for
Chapter 11 bankruptcy protection April 16, Carla Main at Bloomberg
said, citing analysts.

According to Ms. Maine, purchasing Rouse gave General Growth malls
including Boston's Faneuil Hall, New York's South Street Seaport
and the Woodlands in Houston.  Chief Executive Officer John
Bucksbaum, according to the report, said the deal amounted to
"five years worth of acquisitions in one fell swoop."

"The fatal flaw was financing this giant purchase exclusively with
debt," Bloomberg quoted as saying Jim Sullivan, head of retail
REIT research at Green Street Advisors, a Newport Beach,
California- based property research company.

Mall owners Simon Property Group Inc., Macerich Co. and Taubman
Centers Inc. rallied April 16 on speculation that the biggest real
estate bankruptcy in the U.S. will allow competitors to buy
General Growth assets at a discount.

William Ackman, whose firm owns about 25% of General Growth, said
he doesn't think the real estate investment trust will have to
resort to a fire sale.

The Rouse acquisition gave General Growth, the owner of about 200
properties in 44 states, premier malls with strong occupancy rates
and tenants.  The Company already has tried to sell South Street
Seaport as well as Las Vegas developments like Fashion Show and
the Shoppes at the Palazzo.

The Chicago-based company was blocked by the global credit freeze
from refinancing some of the $27.3 billion of debt. General
Growth's debt-to-asset ratio was 92 percent at the time it sought
protection, according to the filing.

The bankruptcy may remake the nation's mall business and allow
Simon to strengthen its position as the No. 1 mall owner, said Dan
Fasulo, managing director at real estate research firm Real
Capital Analytics.

                       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 Properties Inc. and other affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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 MOTORS: Still Working on Plan to Avoid Bankruptcy
---------------------------------------------------------
General Motors Corp. is still working with U.S. Treasury officials
on its restructuring plan and trying to avoid bankruptcy, Chief
Executive Officer Fritz Henderson said on a conference call on
April 17, according to a report by Bloomberg News.

Mr. Henderson described the process as "much like a private-equity
due-diligence process."

According Bloomberg's Carla Main, the Obama administration said
last month that GM's initial plan to cut costs and keep a
government loan are not sufficient.  Mr. Henderson says talks
continue with debt holders and unions to get deeper cuts. The
company is operating with $13.4 billion in U.S. loans and probably
still will need $4.6 billion in additional aid this quarter,
Henderson said.

No decision has been made on the amount or timing of additional
federal loans beyond the $13.4 billion GM has borrowed so far,
Henderson said.  GM initially had asked for as much as
$16.6 billion in additional loans.  Mr. Henderson didn't specify
timing for when funding would be needed.

The Detroit automaker has decided to keep its AC Delco parts unit
and has about three bidders for its Hummer brand, Mr. Henderson
said.  GM also said it has several parties interested in buying
its Saturn and Saab brands and investing in its German Opel unit.

GM has received expressions of interest for a stake in its Opel
division from "well more than six investors," including financial
companies and manufacturers, Mr. Henderson said on a conference
call.

To stay out of court protection, Mr. Henderson needs agreements
from unions and debt holders for savings beyond GM's Feb. 17
proposal for slashing $47 billion in unsecured claims by 59
percent.

GM plans to make a formal offer to bondholders by April 27 to
exchange their $27.5 billion in claims for equity, according to a
person with knowledge of the discussions.  President Barack
Obama's automotive task force told GM to try to restructure its
debt out of court, people familiar with the matter said.

According to Bloomberg General Motors previously said it moved
almost $495 million from a Canadian unit to the U.S. The move came
as part of a deal with banks to strengthen U.S. operations and win
government bailout money.  GM, operating with $13.4 billion in
U.S. loans, is seeking additional financial aid from the U.S. and
Canadian governments to avoid bankruptcy.

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
also said, citing people familiar with the plans.  GM needs a
cooperative union to build its cars and trucks once the automaker
is restructured and that gives workers more leverage than other
claimants, said the people, who asked not to be named because
plans aren't set.

Meanwhile, Aurelius, Appaloosa and five other funds, who hold
notes valued at GBP377 million ($562 million), sued March 2 to
have the money returned to the GM unit in Nova Scotia, which in
2003 issued the two series of notes, an April 15 report by
Bloomberg said.  The funds claim GM, the parent company, is either
insolvent or on the brink of insolvency and knows it won't be able
to honor its obligation to the noteholders.  GM says the claims
are "ill-founded."  The case is Between Aurelius Capital Partners
LP and General Motors Corp. File No. 308066. Supreme Court of Nova
Scotia (Halifax).

                     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: Task Force Urges Swap of All UAW Bonds for Equity
-----------------------------------------------------------------
Ed Brayton at Michiganmessenger.com reports that the auto
taskforce is urging General Motors Corp. to offer a debt-equity
swap to convert all of outstanding bonds and money owed to the
United Auto Workers to stock.

Citing people familiar with the matter, Reuters relates that the
government has directed GM to prepare a restructuring plan that
would pay off bondholders and the union in stock in exchange for
$48 billion in debt.  According to Reuters, sources said that the
U.S. Treasury indicated that it could also convert those taxpayer-
backed loans into GM stock.

Reuters notes that the stock-based payout to UAW and its
bondholders would represent much deeper concessions for the groups
than the terms they had been offered under the GM bailout loans
that the Bush administration approved.

Citing people familiar with the matter, Jeff Green at Bloomberg
News relates that GM may be able to reach a union agreement to
reduce costs for a health-care trust within days after Chrysler
LLC does so.  The sources, according to Bloomberg, said that a
Chrysler agreement with the union probably can be quickly adapted
to meet GM's needs.  The report, citing people familiar with the
matter, says that Chrysler is close to reaching an accord with the
union in which the firm would surrender a 20% equity stake in
exchange for paring obligations to a $10.6 billion medical fund.

Justin Hyde at Free Press reports that the government denied a
report it had set aside $5.5 billion for working capital at GM and
Chrysler, saying no decisions on the money had been made.

                Some Saturn Dealers Close Shops

According to the Automotive News, some Saturn dealers are closing
shop.  Automotive News states that sales have dropped since GM
disclosed plans in February to gradually wind down Saturn
operations by the 2012 model year.  The number of retailers, says
Automotive News, declined to 384 by early April from 420 at the
beginning of 2009.  According to Michiganmessenger.com, more
dealers have closed since, including four in the Midwest.

            Task Force to Meet With Retirees This Week

Lisa Twaronite at MarketWatch reports that representatives of some
200,000 white-collar retirees of GM, Chrysler, and Ford Motor Co.
will meet with the auto task force later this week.  According to
The Wall Street Journal, a person familiar with the matter said
that the retirees will to try to outline the hardships they will
suffer if GM and Chrysler are allowed to cut pensions, health care
coverage, and other retirement benefits.

                     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 November 10,
2008, General Motors Corporation's balance sheet at September 30,
2008, showed total assets of US$110.425 billion, total liabilities
of US$170.3 billion, resulting in a stockholders' deficit of
US$59.9 billion.

                         *     *     *

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

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

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

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


GENERAL MOTORS: Amer. Axle and Magna May Lose Most in Bankruptcy
----------------------------------------------------------------
Alex Ortolani of Bloomberg News reports that American Axle &
Manufacturing Holdings Inc. and Magna International Inc. may be
most at risk for billions of dollars in lost payments to
partsmakers in a bankruptcy filing by General Motors Corp. or
Chrysler LLC.

Bloomberg relates that the Obama administration gave GM a June 1
deadline to cut debt and labor costs or restructure in court-
protected bankruptcy.  Chrysler has until April 30 to meet the
same goals.  Partsmakers are preparing for such a scenario by
trying to win better contract terms such as faster payments,
Bloomberg said.

According to data from research-company Connexiti, American Axle
relies on GM for more of its revenue than any other publicly
traded supplier, and Magna is the most reliant on Chrysler.  GM
and Chrysler, which now acknowledge bankruptcy is an option, said
hundreds of suppliers are interested in securing payment
guarantees through a government-aid program.  Magna, the second-
largest auto supplier in North America, is eligible because it has
U.S. subsidiaries.  The companies relied on GM and Chrysler for
$9.59 billion globally in combined revenue last year, Bloomberg
said.

Bankruptcies would put at risk automaker payments that totaled
more than $40 billion in the U.S. last year for parts ranging from
door handles to fuel-injectors.

Bloomberg reports that according to bankruptcy lawyers, the
automakers are probably developing a list of suppliers that are
most critical and will need the bankruptcy court to make sure they
get paid.

According to research firm CSM Worldwide, based in Northville,
Michigan, GM shares more than half its suppliers with Chrysler,
Ford Motor Co., and Toyota Motor Corp. Rick Mikels, chairman of
the bankruptcy, restructuring and commercial-law practice at Mintz
Levin PC, as cited by the report said that the interconnectedness
may mean a bankruptcy court would assure that the most important
suppliers to the automakers get paid.

                       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.


GEORGE SCOTT: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: George Scott
        Billie Scott
        20 Burr Avenue
        San Francisco, CA 94134
        (415) 717-0979

Bankruptcy Case No.: 09-30903

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court Northern District of California

Debtor's Counsel: Robert T. Kawamoto, Esq.
                  234 Van Ness Ave.
                  San Francisco, CA 94102-3623
                  (415) 487-9790
                  Email: Kawlaw@aol.com

Total Assets: $1,455,414

Total Debts: $1,584,612

A list of the Debtor's 10 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/canb09-30903.pdf


GOLDSTAKE EXPLORATIONS: To File Annual Report By May 31
-------------------------------------------------------
Goldstake Explorations Inc. issued its bi-weekly Default Status
Report in accordance with National Policy 12-203 - Cease Trade
Orders for Continuous Disclosure Defaults ("NP 12-203").

On March 31, 2009 the Company said there would be a short delay in
filing its Annual Audited Financial Statements, Management
Discussion & Analysis, and Annual Information Form for the
Company's financial year ended December 31, 2008, within the 90
day period prescribed for the filing of the Annual Materials.

In accordance with NP 12-203, the Company has applied to the
applicable securities commissions and regulators for a Management
Cease Trade Order related to the Company's common shares to be
imposed against certain of the Company's executive officers. The
order does not generally affect the ability of persons who have
not been directors, officers or insiders of the Company to trade
the securities of the Company.  If the Annual Materials are not
filed by May 31, 2009, the applicable securities commissions or
regulators may impose a general Cease Trade Order.  A general
Cease Trade Order may be imposed sooner if the Company fails to
satisfy the provisions of the Alternative Information Guidelines
required pursuant to NP 12-203.

The Company is working with its auditors to complete the audit of
the Company's Annual Financial Statements as soon as possible and
anticipates filing the Annual Materials by May 29, 2009.  Until
its Annual Materials are filed, the Company intends to satisfy the
Alternative Information Guidelines by issuing bi-weekly Default
Status Reports, each of which will be issued in the form of a
press release.  The Company intends, if applicable, to issue its
next Default Status Report on May 1, 2009.

Based in Toronto, Ontario, Goldstake Explorations Inc. (CA:GXP)
(FRANKFURT: GOO), is a mining exploration, development and
production company with a diversified portfolio of precious metals
properties in Canada, United States and Australia.  The Company's
strategy is to discover and develop economic deposits on its
existing properties, while generating internal cash flow from
current mining operations to help finance exploration and
development.  Worldwide, Goldstake Explorations has a number of
actionable mining properties.  The most famous of these properties
is Hill End, Australia where the largest gold nugget in history,
weighing 639 lbs, was mined in 1872.


HAWAIIAN TELCOM: Court Okays $6MM in Bonuses for 1,400 Employees
----------------------------------------------------------------
Star Bulletin reports that the Hon. Lloyd King of the U.S.
Bankruptcy Court for the District of Hawaii has approved
$6 million in bonuses for 1,418 eligible Hawaiian Telcom
Communications Inc.'s workers in May.

As reported by the Troubled Company Reporter on April 3, 2009,
Hawaiian Telcom sought court approval to pay bonuses, mostly to
six executives and 494 nonunion workers.  Ms. Carroll told the
U.S. Bankruptcy Court in Honolulu that the bonuses for last year
and this year, of $6 million and $9.5 million respectively, should
be denied because they were improperly increased or preempted by
the bankruptcy.

Star Bulletin relates that Judge King deferred some payments until
Hawaiian Telcom emerges from bankruptcy.  According to Star
Bulletin, Judge King said that each nonunion employee will get
full payment of up to $10,950, plus an additional 8.33% of their
annual bonus to cover the first month of bankruptcy.  Nonunion
employees, says Star Bulletin, must continue to be employed at
Hawaiian Telcom to receive the bonuses.  Workers who earned more
will have to wait until the Company is solvent, Star Bulletin
states.

The amounts granted immediately represent 83% of the $6 million,
Star Bulletin reports, citing Hawaiian Telcom spokesperson Brian
Tanner.

Star Bulletin says that Judge King explained that he postponed the
remainder of the bonuses to motivate higher executives to continue
working to pull Hawaiian Telcom out of bankruptcy.

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the TCR on December 30, 2008, Judge Peter
Walsh of the U.S. Bankruptcy Court for the District of Delaware
approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HEADWATERS INCORPORATED: Moody's Junks Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service downgraded Headwaters Incorporated's
ratings, including lowering its corporate family rating to Caa1
from B2 and the rating for its senior secured credit facility to
B1 (LGD2, 22%) from Ba2.  The credit facility comprises a $60
million senior secured revolving credit facility due September
2009 and a $200 million senior secured term loan maturing April
2011.  The probability of default rating was lowered to Caa1/LD.
The LD suffix, denoting a limited default, was applied to the
company because it has on several occasions over the last four
months exchanged low-coupon convertible subordinated notes
(unrated) for a lesser amount of high-coupon convertible notes.
The exchanges, in the aggregate, are deemed to be distressed
exchanges by Moody's, and therefore a default event.  The Caa1/LD
probability of default rating will be changed to Caa1 within
approximately three days.  Headwaters' rating outlook is negative.
The company's speculative grade liquidity rating remains SGL-4.
This concludes Moody's review for possible downgrade, which began
on January 14, 2009.

The downgrade reflects earnings pressure on Headwaters' businesses
due to weakness in the housing and commercial construction
sectors; the fact that it has not replaced or extended its
revolving credit facility, which matures in early September 2009
and is the company's primary source of liquidity; and uncertainty
about its ability to remain in compliance with the leverage
covenant in its senior secured credit facility in light of
possibly weaker performance and the quarterly step-downs in the
debt to EBITDA covenant between now and the end of the year.  For
the twelve months ended December 31, 2008, the company's total
debt leverage was 4.0x (and only 1.65x through the senior debt
level).  However, Moody's expects Headwaters' EBITDA will decline
over the next year due to revenue pressures in the company's coal
combustion products segment, continuing weakness in the
residential housing and remodeling market, and a more negative
outlook regarding the EBITDA contribution from Headwaters' nascent
coal cleaning business given lower coal prices and demand.

The negative outlook reflects the uncertainty surrounding
Headwaters' liquidity, including covenant compliance, as well as
the potential for earnings to remain weak for an extended period.
Given the state of the credit markets, this raises the risk that
it will not be able to refinance its $200 million term loan when
it matures in 2011 (February and April repayments), or be able to
repurchase the $92 million of 2.875% convertible subordinated
notes if they are put to them in June 2011.

Headwaters' liquidity is under pressure, as indicated by the SGL-4
speculative grade liquidity rating.  Its $60 million senior
secured revolving credit facility matures in early September 2009.
A replacement or extension of this facility has not been arranged.
Headwaters is currently borrowing under the facility although it
should be able to pay off the outstandings as its seasonal
borrowing needs diminish.  The revolver and the $200 million term
loan have several financial covenants, the tightest of which is a
debt to EBITDA covenant which steps down throughout the 2009
calendar year to 3.50x at December 31, 2009.  Covenant-defined
EBITDA was $133 million at December 31, 2008.  Near-term and
prospective compliance with the leverage covenant has been aided
by the convertible note debt exchanges the company has done, which
have added approximately $29 million to calculated EBITDA for 1Q09
and 2Q09.  Nevertheless, debt (as defined) is greater than $500
million, free cash flow may be minimal in 2009, and continued
covenant compliance is uncertain.  Headwaters' businesses are
quite seasonal, with much of its income earned in the June and
September quarters, which further compounds the difficulty of
forecasting near-term performance in the prevailing economic
environment.

Moody's last rating action for Headwaters was on January 14, 2009,
when its corporate family and probability of default ratings were
lowered to B2 from B1, the SGL rating was lowered to SGL-4 from
SGL-3, and the remaining ratings were placed under review for
possible downgrade.

Headwaters Incorporated, headquartered in South Jordan, Utah, is a
diversified company providing products, technologies and services
to the energy and construction materials industries.  The company
operates three principal business segments: Building Products,
Coal Combustion Products and Energy.  For the twelve months ended
December 31, 2008, Headwaters had sales of $800 million.


HELLER EHRMAN: Wants Plan Filing Period Extended to August 25
-------------------------------------------------------------
Heller Ehrman, LLP, asks the U.S. Bankruptcy Court for the
Northern District of California to extend its exclusive periods to
file a plan and solicit acceptances of said plan to August 25,
2009, and October 24, 2009, respectively.  The hearing on the
motion is scheduled for April 24, 2009, at 10:00 a.m.

Peter J. Benvenutti, a member of the company's Dissolution
Committee, tells the Court that the negotiation between the Debtor
and the Official Committee of Unsecured Creditors cannot go
forward until the report of Development Specialists, Inc., is
completed.  Mr. Benvenutti says that it is the Debtor's hope that
DSI's report will serve as a common reference point for
negotiation regarding the appropriate contribution, if any, to be
made by the shareholders of the Debtor's partners to a consensual
liquidating plan.

DSI was employed by the Debtor and the Creditors Committee to
perform a series of investigative tasks, including among other
things the preparation of a written report identifying the
Debtor's point of insolvency.

Headquartered in San Francisco, California, Heller Ehrman, LLP LP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  The firm filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on December 28, 2008 (Bankr. N.D. Calif., Case No.
08-32514).  Members of the firm's dissolution committee led by
Peter J. Benvenutti approved a plan dated September 26, 2008, to
dissolve the firm.

The Hon. Dennis Montali presides over the case.  John D. Fiero,
Esq., and Miriam Khatiblou, Esq., at Pachulski, Stang, Ziehl,
Young and Jones, represent the Debtors as counsel.  Thomas A.
Willoughby, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi
LLP, represents the official committee of unsecured creditors of
the Debtor.  The firm listed assets and debts between $50 million
and $100 million each in its bankruptcy petition.  According to
reports, the firm still has roughly $63 million in assets and 54
employees at the time of its filing.


HERBST GAMING: U.S. Trustee Forms Five-Member Creditors Committee
-----------------------------------------------------------------
Sara L. Kistler, the United States Trustee for Region 17, selected
five creditors to serve on an official committee of unsecured
creditors of Herbst Gaming Inc. and its debtor-affiliates.

The members of the Committee are:

  1) Paul Roshetko
     17 Plum Hollow Drive
     Henderson, NV 97052
     Tel: (702) 270-3997

  2) Newport Global Opportunities Fund LP
     21 Waterway Avenue, Suite 150
     The Wodlands, TX 77380
     Tel: 713) 559-7499

      Tom Reeg, Senior Managing Director
      Tel: (7130 559-7402

  3) Gene G. Neavin, AVP
     Sr. Investment Analyst
     1001 Liberty Avenue
     Pittsburg, PA 15222

  4) HSBC Bank USA, National Association
     as Trustee
     452 Fifth Avenue
     New York, NY 10018

  5) Golden Gaming Inc.
     c/o Greenberg Traurig
     3773 Howard Hughes Parkway
     Suite 500 North
     Las Vegas, NV 89169
     Tel: (702) 792-3773
     Fax: (702) 792-9002

      Amy L. Sances
      6595 S. Jones Blvd.
      Las Vegas, NV 89118
      Tel: (702) 891-4262

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Reno, Nevada, Herbst Gaming Inc. --
http://www.herbstgaming.com/-- is an established casino and slot
route operator that operates casinos located in Nevada, Missouri
and Iowa.  The Debtors own and operate approximately 6,800 slot
machines in its slot route business and is a slot machine operator
in Nevada.  The Company and 17 of its affiliates filed for Chapter
11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09-
50752).  Thomas H. Fell, Esq., Gordon Silver, represents the
Debtors in their restructuring efforts.  As of September 30, 2008,
the Debtors have $1,021,956,000 in total assets and $1,241,937,000
in total debts.


HOME INTERIORS: Non-Insider Lenders Want Case Converted to Ch. 7
----------------------------------------------------------------
Several non-insider lenders of Home Interiors & Gifts Inc. and its
debtor-affiliates ask the United States Bankruptcy Court for the
District of Delaware to convert the Debtors' Chapter 11 cases to
a Chapter 7 liquidation proceedings.

The non-insider lenders point out that the Debtors' Chapter 11
cases are over and the only remaining action to be taken is the
liquidation and distribution of the estates' remaining assets,
which consist mainly of cash and litigation claims against
Highland Capital Management LLP.  Because the Debtors are
undeniably administratively insolvent and there is no business
to rehabilitate, they assert.

According to them, the only parties who will benefit from
continuation of these cases are the estate professionals and
potentially highland, who is attempting to obtain release from the
Debtors' estate at their expense.

The non-insider lenders renew their request for standing to bring
estate causes of action against Highland to benefit these estates
and ensure that one of the estates' most valuable assets is
preserved.

The non-insider lenders are MCG Capital Corporation, Northwoods
Capital IV Limited; Northwoods Capital VI Limited; Styx
International, Ltd.; Atrium CDO; Atrium III CDO; Credit Suisse
Syndicated Loan Fund; CSAM Funding II; CSAM Funding III; CSAM
Funding IV; First Dominion Funding III; and KC CLO I Limited.

Eric J. Taube, Esq., at Hohmann, Taube & Summers LLP, represents
the non-insider lenders.

A hearing is set for May 20, 2009, at 9:00 a.m., to consider the
non-insider lenders' request.

                       About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates, the
company has a significant presence in Mexico, Puerto Rico, and
Canada. Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The Company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors as counsel.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Munsch Hardt Kopf &
Harr, PC, represents the Committee in these cases.  Kurtzman
Carson Consultants LLC is the Official Noticing and Balloting
Agent.  In its schedules, Home Interiors & Gifts, Inc., listed
$88,653,051 in total assets, and $510,451,698 in total
liabilities.

As reported in the Troubled Company Reporter on December 11, 2008,
the Court approved the appointment by the United States Trustee of
Dennis Faulkner as Chapter 11 trustee in the Debtors' bankruptcy
cases.  Dennis Faulkner, of the accounting firm of Lain, Faulkner
& Co., P.C., is a member of the American Bankruptcy Institute and
the Association of Insolvency and Restructuring Advisors.  Lain,
Faulkner & Co., P.C., is an accounting firm which specializes in
bankruptcy, litigation and business advisory services.


HUONG THI DUONG: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Huong Thi Duong
        a/k/a Rosa H Duong
        1129 S. Sunkist Ave.
        West Covina, CA 91790

Bankruptcy Case No.: 09-17665

Chapter 11 Petition Date: April 2, 2009

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

Judge: Ernest M. Robles

Debtor's Counsel: Thomas B. Ure, Esq.
                  Ure Law Firm
                  811 Wilshire Blvd., Ste. 1000
                  Los Angeles, CA 90017
                  Tel: (213) 202-6070
                  Fax: (213) 202-6075
                  Email: tbuesq@aol.com

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

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

The Debtor does not have any creditors who are not insiders.

The petition was signed by Huong Thi Duong.


IDEARC INC: U.S. Trustee Forms Six-Member Creditors Committee
-------------------------------------------------------------
William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on an official committee of
unsecured creditors of Idearc Inc. and its debtor-affiliates.

The members of the Committee are:

  1) Diana Jacobs
     diana.jacobs@usbank.com
     U.S. Bank National Association
     1420 Fifth Avenue, 7th Floor
     Seattle, WA 98101
     Tel: (206) 344-4680
     Fax: (206) 344-4632

  2) Rebwar Berzinji
     rb@ahabcap.com
     Ahab Capital Management, Inc.
     299 Park Avenue, 17th Floor
     New York, NY 10171
     Tel: (212) 653-1045
     Fax: (212) 653-1099

  3) Alex Zyngier
     Azyngier@smithnyc.com
     Smith Management LLC
     885 Third Avenue
     New York, NY 10022
     Tel: (212) 418-6861

  4) Nate Schwartz
     Techniservice
     nschwartz@techniservice.com
     738 West Cypress Street
     P.O. Box 817
     Kennett Square, PA 19348
     Tel: (610) 444-5400
     Fax: (610) 444-3126

  5) Patrick O'Neil
     patrickeoneil@gmail.com
     Communication Workers of America
     35 Edes Road
     Cumberland, ME 04021
     Tel: (207) 650-4035

  6) Dan Pevonka
     dan.pevonka@rrd.com
     RR Donnelley Credit Services
     3075 Highland Parkway
     Downers Grove, IL 60515
     Tel: (630) 322-6931
     Fax: 630-322-6052

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Idearc Inc.

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

Idearch is the exclusive official publisher of Verizon print
directories in the markets in which Verizon is currently the
incumbent local exchange carrier.  Idearc uses the Verizon
brand on their print directories in their incumbent markets, well
as in their expansion markets.

Idearc and its affiliates filed for Chapter 11 protection on
March 31, 2009 (Bankr. N. D. Tex. Lead Case No. 09-31828).  Toby
L. Gerber, Esq., at Fulbright & Jaworski, LLP represents the
Debtors in their restructuring efforts.  The Debtors propose
Moelis & Company as their investment banker; Kurtzman Carson
Consultants LLC as their claims agent.  The Debtors' financial
condition as of December 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.


IDLEAIRE TECHNOLOGIES: Wants Distributions Made in Chapter 7
------------------------------------------------------------
Idleaire Technologies Corporation asks the U.S. Bankruptcy Court
for the District of Delaware to convert its Chapter 11 case to a
Chapter 7 liquidation proceeding.

The Debtor says a liquidation proceeding is necessary and
appropriate because it has (i) consummated a going-concern sale
and ceased operating, and (ii) no resources to propose and confirm
a plan.  Although there are some assets available for distribution
to creditors, the Chapter 7 trustee can most efficiently
administer those assets on behalf of the estate, the Debtor
asserts.

A hearing is set for April 30, 2009, at 4:00 p.m., to consider the
Debtor's request.  Objections, if any, are due May 7, 2009, 2:00
p.m.

As reported in the Troubled Company Reporter on July 17, 2008,
the Court approved the sale of substantially all of the Debtor's
assets to noteholder group IdleAire Acquisition Company LLC for
about $26 million.  The Deal relates that during a July 9, 2008
auction, the sole competing bidder, Zohar Motorcycles Inc., lost
to the noteholder group as designated stalking horse bidder.
Zohar Motorcycles is an affiliate of Patriarch Partners LLC, The
Deal says.

The noteholder group is composed of, among others, Airlie
Opportunity Master Fund Ltd., Kenmont Special Opportunities Master
Fund LP, Miesque Fund Limited, SV Special Situations Master Fund
Ltd., Pierce Diversified Trading Strategy Fund LLC, Whitebox
Hedged High Yield Partners LP, Wilfrid Aubrey Growth Fund LP and
Wilfrid Aubrey International Limited.

                   About IdleAire Technologies

Headquartered in Knoxville, Tennessee, IdleAire Technologies Corp.
-- http://www.idleaire.com/-- is a privately held corporation
founded in June 2000 and has not been profitable since inception.
It manufactures and services an advanced travel center
electrification system providing heating, ventilation & air
conditioning, Internet and other services to truck drivers parked
at rest stops.  The Company delivers its services to long-haul
drivers through its patented Advanced Travel Center
Electrification(R) system, or ATE system, comprised of an in-cab
service module connected to an external heating, ventilation and
air conditioning unit, or HVAC unit, mounted on a truss structure
above parking spaces.  IdleAire has 131 locations in 34 states and
employs about 1,200 people.

The Company filed a Chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC, represent the Debtor in its restructuring efforts.
John Monaghan, Esq., at Holland & Knight LLP is co-counsel to the
Debtor.  The Debtor selected Kurtzman Carson Consultants LLC as
claim, noticing and balloting agent.  The U.S. Trustee for Region
3 appointed three creditors as members of the Official Committee
of Unsecured Creditors.  Saul Ewing LLP represents the Creditors'
Committee.

The Troubled Company Reporter disclosed on June 30, 2008, that the
Debtor's summary of schedules showed total assets of $152,398,370
and total debts of $373,220,369.


INDEPENDENCIA SA: Wins Recognition of Brazilian Bankruptcy
----------------------------------------------------------
Independencia SA was given by the U.S. Bankruptcy Court for the
Southern District of New York final protection stopping creditors
from taking action in the U.S., when Judge Stuart M. Bernstein
signed an order recognizing Brazil as home to the "foreign main"
bankruptcy proceeding, Bloomberg's Bill Rochelle said.

Independencia sought protection from creditors in its home country
on Feb. 27 and filed a Chapter 15 petition in New York on the same
day to protect assets in the U.S.

Bloomberg relates that Judge Bernstein made significant changes in
the recognition order given him by the Company's counsel.  Among
other things, he modified provisions to insure that the halt to
creditor actions was effective only in the U.S.  Judge Bernstein
also deleted a provision in the recognition order that in
substance would have ruled that any action taken in the
future by the Brazilian court would be enforced in the U.S.

Independencia said it has $1.2 billion in debt.

According to Bloomberg News, Independencia SA -- Brazil's fourth
largest meat exporter -- filed for bankrupcy protection earlier
this year after the global economic crisis caused exports to
slump.  Independencia S.A. filed its Chapter 15 petition on March
27, 2009 (Bankr. S.D. N.Y., Case No. 09-10903).  Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP, is the Debtor's
counsel.


JAMES A RHODE: Wants to Hire Osborn Maledon as Bankruptcy Counsel
-----------------------------------------------------------------
Hon. Charles G. Case III of the U.S. Bankruptcy Court for the
District of Arizona authorized, on an interim basis, James A.
Rhode and Naomi R. Rhode to employ Osborn Maledon, P.A., as
counsel.  The Court's order will be deemed final absent objections
to the application.

Osborn Maledon is expected to:

   a. advise the Debtors of their rights, powers and duties in
      this case;

   b. assist the Debtors in preparation of the Debtors' voluntary
      Chapter 11 petition and statements and schedules;

   c. assist the Debtors in the formulation, preparation and
      prosecution of a Plan of Reorganization and related
      disclosure statement, well as the agreement, if any, as may
      be necessary or proper to implement the Plan;

   d. assist the Debtors' conduct of litigation; and other matters
      related to the administration and conduct of Debtors'
      Chapter 11 case;

   e. assist and advise the Debtors in their discussions with
      creditors relating to the administration of this case;

   f. assist the Debtors in reviewing claims asserted against them
      and in negotiating with claimants asserting the claims;

   g. assist the Debtors in examining and investigating potential
      preferences, fraudulent conveyances, and other causes of
      action;

   h. represent the Debtors at all hearings and other proceedings;

   i. review and analyze all motions, applications, orders and
      other pleadings and papers filed with the Court, and advise
      the Debtors with respect thereto;

   j. advise the Debtors concerning, and prepare on behalf of the
      Debtors, all motions, applications, complaints, replies,
      objections, answers, draft orders, other pleadings, notices
      and other documents that may be necessary and appropriate in
      furtherance of the Debtors' interests, duties and
      objectives; and

   k. perform such other legal services as may be required or
      appropriate in accordance with the Debtors' powers and
      duties under the Bankruptcy Code.

James E. Cross, Esq., a partner at Osborn Maledon tells the Court
that his hourly rate is $425.  The hourly rates of other
professionals working on the Chapter 11 case are:

     Partners and Lawyers                        $245 - $485
     Associates                                  $190 - $250
     Paralegals                                   $55 - $185

Mr. Cross adds that the Debtors agreed to pay Osborn Maledon a
$200,000 advance retainer.  The firm was timely paid for the
prepetition services which totaled $83,689.  Osborn Maledon holds
an unapplied retainer of $170,000.

Mr. Cross assures the Court that Osborn Maledon is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Cross can be reached at:

     Osborn Maledon, P.A.
     2929 N. Central Ave. No. 2100
     Phoenix, AZ 85012
     Tel: (602) 640-9307
     Fax: (602) 664-2077

                       About James A. Rhode

Headquartered in Phoenix, Arizona, James A. Rhode and Naomi R.
Rhode filed for Chapter 11 protection on April 10, 2009 (Bankr. D.
Ariz. Case No. 09-07133).  The Debtors listed assets and debts of
$10 million to $50 million.


JANET RODRIGUEZ: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Janet Rodriguez
        5420 SW 59 Ave
        Miami, FL 33155

Bankruptcy Case No.: 09-16327

Chapter 11 Petition Date: April 7, 2009

Court: U.S. Bankruptcy Court Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Robert C. Meyer, Esq.
                  2223 Coral Way
                  Miami, FL 33145
                  Tel: 305-285-8838
                  Fax: 305-285-8919
                  Email: meyerrobertc@cs.com

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

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

A list of the Debtor's 5 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb09-16327.pdf


JERRY MCWILLIS: Files Chapter 11 Plan and Disclosure Statement
--------------------------------------------------------------
Jerry A. McWillis, Janet Kaye McWillis and J.A.M. Family Limited
Partnership have filed with the U.S. Bankruptcy Court for the
District of Utah a modified plan of reorganization under Chapter
11 of the Bankruptcy Code.

The Plan contemplates the sale of the Debtors' real property,
which includes the Commerce Drive properties (Parcels A, B, C, D,
E, J, and K), the Maplewood and Garden Acres, Salt Lake City
apartment complexes (Parcels F and G), a residential building lot
(Parcel H) situated at St. George, Utah, the McWillises' Salt Lake
City residence (Parcel I), and a cabin (Parcel L) situated at
Christmas Meadows, Utah.

The Commerce Drive Properties are directly northwest of the new
1.5 million square food Intermountain Medical Center Campus in
Salt Lake City.  The Debtors tell the Court that it believes that
the Commerce Drive Properties are easily worth $8,500,000 in
today's market.

The McWillises value their residence at $6,000,000, the apartment
complexes at $2,600,000, the residential building lot at $515,000
and the cabin at $180,000.

From the proceeds of sale of any parcel of the real property,
the Reorganized Debtors will pay, to the extent that funds are
available, in the following order (a) reasonable costs of sale;
(b) all allowed secured claims secured by that property; (c) any
unsatisfied administrative claims; (d) arrearages on other allowed
secured claims, pro rata; (e) with all remaining funds to be paid
pro rata to the Class 15 unsecured claims.

Unless the Debtors obtain employment other than through Cachet
Candle Company, an affiliated entity which occupies the Commerce
Drive warehouse properties (Parcels J and K), and the operation of
the apartment complexes, it is not anticipated that there will be
any funds available for the payment of claims from earnings.

Each of the interest holders in JAM shall have his or her interest
extinguished, and all assets and liabilities of JAM will be
transferred to the McWillises.

Granite Credit Union's secured claim under Class 7 in the amount
of $2,153,457 as of the Petition Date, shall be paid in full from
the proceeds of sale of the Commmece Drive Properties, following
payment of property taxes, reasonable expenses and costs of sale,
and United States Trustee's fees, and senior Allowed Secured
Claims.

The Debtors shall pay all pre- and post-petition arrearages of
JPMorganChase's claim, in the amount of $2,940,817 as of the
petition date, in full from the proceeds of the sale of the
Commerce Drive Properties, and thereafter make all payments as
outlined in the loan documents executed by the Debtors.  At the
Debtors' option they may sell the residence and apply all
proceeds, less real estate taxes, reasonable costs of sale, and
U.S. Trustee's fees, to JPMorgan Chase's Class 8-A claim.

The Plan places the various claims against and interests in the
Debtors into 16 classes and subclasses:


  Type of Claim         Class      Creditor            Property
  -------------         -----   -------------          --------
  Priority Wage Claims    1         None

  Priority Tax Claims     2     Internal Revenue
                                Service; Utah State
                                Tax Commission

  Secured Claims          3     JP Morgan Chase        Parcel E

                          4     LaSalle Bank           Parcel F

                          5     ABN Amro Mortgage      Parcel G

                          6-A   Home Savings Bank      Parcel H

                          6-B   Entrada Property
                                Owners Assn.           Parcel H

                          6-C   Washington County
                                Treasurer              Parcel H

                          7     Granite Credit Union   Parcels A,
                                                       B, C, D, E,
                                                       F, G, H

                          8-A   JP Morgan Chase        Parcel I

                          8-B   National City Bank     Parcel J

                          8-C   L. Benson Mabey        Parcel J

                          9     Assurity Life
                                Insurance              Parcel K

                          10-A  Sun Trust Mortgage     Parcel L

                          10-B  Summit County
                                Treasurer              Parcel L

                          11    Brighton Bank          Mercedes,
                                                       motorcycle

                          12-A  University of Utah
                                Credit Union           Dodge

                          12-B  University of Utah
                                Credit Union           Lexus

                          12-C  University of Utah
                                Credit Union           Hummer

                          13    Granite Credit Union   Yacht &
                                                       forklift

                          14    Salt Lake County
                                Treasurer              Parcels A,
                                                       B, C, D, E,
                                                       I, J, K

  Unsecured Claims        15    General Unsecured      N/A
                                Creditors

  Interest Holders        16    Janet K. McWillis
                                Jerry A. McWi8llis
                                Kami Jean Colin
                                Jacob Kosten
                                Shawnee Kosten
                                Taxhara Kosten
                                Alissa McWillis
                                Breanna McWillis
                                Sean Del Jerry McWillis

Classes 3 through 16 are all impaired under the Plan.

                       Cramdown Provisions

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

A full-text copy of the Debtors' modified Chapter 11 Plan, dated
as of April 7, 2009, is available at:

        http://bankrupt.com/misc/McWillis.ModifiedPlan.pdf

A full-text copy of the Debtors' disclosure statement is available
at http://bankrupt.com/misc/McWillis.DS.pdf

                      About Jerry A. McWillis

Jerry A. McWillis and Janet Kaye McWillis, of Salt Lake City, dba
J.A.M. Family Limited Partnership, filed for Chapter 11 relief on
October 9, 2008 (Bankr. D. Utah Case No. 08-26934).  Salt Lake
City-based J.A.M. Family Limited Parnership filed for Chapter 11
relief on October 27, 2008 (Bankr. D. Utah Case No. 08-27426).

On February 4, 2009, the Court approved the consolidation of the
cases under Case No. 08-26934 (Jerry McWillis and Janet Kaye
McWillis).

Anna W. Drake, Esq., at Anna W. Drake, P.C., represents the
Debtors as counsel.

When Jerry McWillis and Janet Kaye McWillis filed for protection
from their creditors, they listed total assets and total debts of
between $10 million and $50 million each.  When J.A.M. Family
Limited Partnership filed for protection from its creditors, it
listed total assets and total debts of between $1 million to
$10 million.


JOURNAL REGISTER: Can Employ Lazard Freres as Investment Banker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Journal Register Company, et al., to employ Lazard
Freres & Co. LLC, as their investment banker, nunc pro tunc to
February 21, 2009.

Lazard will provide these investment banking services:

  a) review and analyze the company's business, operations and
     financial projections;

  b) evaluate the company's potential debt capacity in light of
     its projected cash flows;

  c) assist in the determination of a capital structure for the
     company;

  d) assist in the determination of a range of values for the
     company on a going concern basis;

  e) advise the company on tactics and strategies for negotiating
     with the holders of certain existing obligations;

  f) render financial advice to the company and participate in
     meetings or negotiations with stakeholders and/or rating
     agencies or other appropriate parties in connection with any
     restructuring, reorganization and/or recapitalization;

  g) advise the company on the timing, nature and terms of new
     securities or other consideration to be offered pursuant to
     any restructuring, reorganization and/or recapitalization;

  h) advise and assist the company in evaluating potential
     financing by the company, and, subject to Lazard's agreement
     and, if requested by the company, contact potential sources
     of capital as the company may designate and assist the
     company in implementing such a transaction;

  i) if mutually agreed by the company and Lazard, advise and
     assist the company in evaluating potential sale transactions;

  j) assist the company in preparing documentation within
     Lazard's area of expertise that is required in connection
     with any restructuring, reorganization and/or
     recapitalization;

  k) attend meetings of the company's Board of Directors and its
     committees with respect to matters on which Lazard has been
     engaged to advise the company;

  l) provide testimony, as necessary, with respect to matters on
     which Lazard has been engaged to advise the company in any
     proceeding before the Bankruptcy Court; and

  m) provide the company with other financial restructuring
     advice.

As compensation for its services, Lazard will charge these fees:
  a) a monthly fee of $125,000 payable on the first day of each
     month of Lazard's engagement until the earlier of the
     completion of the Restructuring or the termination of
     Lazard's engagement pursuant to Section 9 of the Engagement
     Letter;

  b) a fee equal to $1,500,000 payable upon the consummation of a
     Restructuring;

  c) In the event that the company and Lazard mutually agree that
     Lazard will serve as the company's investment banker in
     connection with any Sale Transaction in accordance with
     Section 1(i) of the Engagement Letter, a fee, payable upon
     consummation of any Sale Transaction, to be mutually agreed
     in good faith that will appropriately compensate Lazard in
     light of the magnitude and complexity of such Sale
     Transaction and the fees customarily paid to investment
     bankers of similar standing for similar transactions;

  d) a 2% fee, payable upon consummation of a Financing, based on
     total gross proceeds, less certain exclusions, raised in
     said Financing, as set forth in Schedule I to the Engagement
     Letter; and

  e) in addition to any fees that may be payable to Lazard and,
     regardless of whether any transaction occurs, the company
     will promptly reimburse Lazard for all: (A) reasonable
     expenses; and (B) other reasonable fees and expenses,
     including expenses of counsel, if any.

Eric R. Mendelsohn, a managing director at Lazard Freres & Co.
LLC, assured the Court that his 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 mearning of Sec.
101(14) of the Bankruptcy Code.

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The company
also owns JobsInTheUS, a network of 20 employment Web sites.

The company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D. N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, represent the Debtors as counsel.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jeanette A. Barrow-
Bosshart, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the Official Committee of Unsecured Creditors as
counsel.  Conway, Del Genio, Gries & Co., LLC provides
restructuring management services to the Debtors.  Robert P.
Conway is the company's chief restructuring officer.  The company
listed $100 million to $500 million in total assets and
$500 million to $1 billion in total debts.


LANDAMERICA FINANCIAL: Fidelity Nets $331MM From Selling Shares
---------------------------------------------------------------
Fidelity National Financial, Inc. said April 19 that the
underwriters of its equity offering have exercised their option to
purchase 2,370,000 additional shares at the offering price of
$19.00.  A total of 18,170,000 shares will be issued for net
proceeds of approximately $331 million.  Closing is expected on
April 20, 2009.

On April 14, 2009, Fidelity National entered into an underwriting
agreement with J.P. Morgan Securities Inc. and Goldman, Sachs &
Co., as representatives of certain underwriters. The Underwriting
Agreement relates to the issuance and sale in a public offering by
the Company of 15,800,000 shares of its common stock, par value
$0.0001 per share, and the grant to the Underwriters of a 30-day
option to buy up to 2,370,000 additional Shares to cover over-
allotments, if any.  The Underwriters have elected to exercise
their option and purchase all of such additional Shares. The price
per Share to the Underwriters is $18.24, and the Underwriters will
initially offer the Shares to the public at $19.00 per Share. The
Shares will be listed on The New York Stock Exchange.

Fidelity previously said it will use the proceeds from the shares
offering "for general corporate purposes," including the potential
repayment of a $1.1 billion syndicated credit agreement.

On December 22, 2008, Fidelity National Financial, Inc. completed
the acquisition of LandAmerica Financial Group Inc.'s two
principal title insurance underwriters, Commonwealth and Lawyers,
as well as United Capital Title Insurance Company.  During 2007,
the LFG Underwriters had a 19.6% share of the U.S. title insurance
market, according to Demotech.

According to Fidelity, during 2008 and 2007, prior to the
acquisition, the LFG Underwriters generated significant revenue
but had substantial losses from operations.  Since the
acquisition, Fidelity says it has been engaged in an effort to
reduce overhead at the LFG Underwriters and restore them to
profitability.  At the time of the acquisition, it set a goal of
achieving synergies from the acquisition that would yield annual
pre-tax savings of $225 million on a run-rate basis.

Fidelity said, "As of March 31, 2009, we estimate that we have
achieved approximately $231 million in such run-rate savings,
thereby meeting our target. We have achieved these expense savings
through measures such as consolidation of general, administrative
and sales functions, data processing efficiencies and elimination
of certain duplicative or excess facilities.  Through the end of
March 2009, we had eliminated approximately 2,068 of the 5,500
employees and closed approximately 216 of the offices acquired in
the transaction, with the bulk of the reductions occurring in
January and February of 2009."

Carla Main and Dawn McCarty of Bloomberg said on April 15 that
Fidelity dropped the most in four months after announcing a third
straight quarterly loss and plans to sell 13.3 million shares.
Fidelity said that it expects pre-tax loss for its fiscal second
quarter ended March 31, 2009 to be between $0.3 million and $10.5
million.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc. is a leading provider of real
estate transaction services with offices nationwide and a vast
network of active agents.  LandAmerica and its affiliates operate
through approximately 700 offices and a network of more than
10,000 active agents throughout the world, including Mexico,
Canada, the Caribbean, Latin America, Europe and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Dion W. Hayes,
Esq., and John H. Maddock III, Esq., at McGuireWoods LLP, are the
Debtors' bankruptcy counsel.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)

                      About Fidelity National

Fidelity National Financial, Inc. (FNF) is a holding company that
is a provider, through its subsidiaries, of title insurance,
specialty insurance and claims management services. The Company
also provides flood insurance, personal lines insurance and home
warranty insurance through its specialty insurance subsidiaries.
In addition, FNF is a provider of outsourced claims management
services to corporate and public sector entities through its
minority-owned subsidiary, Sedgwick CMS Holdings, Inc. (Sedgwick),
and a provider of information services in the human resources,
retail, and transportation markets through another minority-owned
affiliate, Ceridian Corporation (Ceridian). FNF's operating
business segments include Fidelity National Title Group and
Specialty Insurance.

Fidelity had its credit grade cut to junk by Fitch Ratings after
completing the purchase of bankrupt rival LandAmerica in December.
Fitch issued Fidelity an Issuer Default Rating of 'BB'.

As reported by the TCR on Apr. 17, 2009, Fitch Ratings said
Fidelity National's ratings (and those of its subsidiaries) remain
unchanged following the announcement that it will issue $300
million of common equity.


LEHMAN BROTHERS: Appoints John Suckow as President and COO
----------------------------------------------------------
Lehman Brothers Holdings, Inc., in a filing with the Securities
and Exchange Commission, disclosed that on April 6, 2009, the
company's Executive Committee of the Board of Directors elected
John K. Suckow as the company's President and Chief Operating
Officer effective upon the satisfaction of certain regulatory
requirements of the Office of Thrift Supervision.

Mr. Suckow, according to the filing, succeeds James Fogarty, who
ceased to be LBHI's Executive Vice President and Chief Operating
Officer effective at the close of business on April 2, 2009, as a
result of his resignation from employment at Alvarez & Marsal
North America, LLC.  Mr. Suckow has been a Senior Vice President
and Assistant Chief Restructuring Officer of LBHI since January
2009 and he will continue to hold those titles until his election
as President and Chief Operating Officer becomes effective.

Mr. Suckow, the filing stated, was elected in accordance with an
engagement letter dated September 15, 2008, that LBHI entered
into with A&M.  Mr. Suckow will continue to be employed by A&M
and, while rendering services to LBHI, will continue to work with
A&M personnel in connection with unrelated matters.  As a result,
Mr. Suckow will not receive any compensation directly from LBHI
and will not participate in any of the company's employee benefit
plans.  LBHI will instead compensate A&M for Mr. Suckow's
services.

Mr. Suckow, 50, has been a Managing Director with A&M since July
2002.  Mr. Suckow has more than 25 years of financial
restructuring and business experience and has advised management
teams, boards of directors, secured lenders, and other
constituent groups in a variety of capacities, ranging from
financial advisor to interim management in several industry
sectors, including manufacturing, distribution, healthcare,
telecommunications, publishing and retail.  Additionally, he has
represented strategic and financial buyers in numerous
acquisitions.  Mr. Suckow's restructuring experience includes
having served as Executive Vice President and Chief Restructuring
Officer of Interstate Bakeries Corporation, a consumer goods
company, from September 2004 until August 2007.  Prior to joining
A&M in July 2002, Mr. Suckow was the Managing Partner of Arthur
Andersen's U.S. restructuring practice.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Court OKs Sale of Chopper to General Helicopters
-----------------------------------------------------------------
Lehman Brothers Holding Inc., on March 13, 2009, notified the U.S.
Bankruptcy Court for the Southern District of New York that they
have agreed to a transaction with MAC Aircraft Sales, LLC, for the
sale of the Sikorsky S-76C+ helicopter for $2,795,000, subject to
higher or better offers.  On March 20, General Helicopters
International LLC and Debtor CES Aviation V, LLC, agreed to a sale
of the helicopter for $3,426,000.

The Court, after a hearing, has determined that GHI submitted the
highest and best offer for the aircraft and authorized the
Debtors to enter into the purchase agreement with GHI.  "The
purchase price to be paid by [GHI] represents the best offer for
the aircraft, is fair and reasonable, provides for a greater
recovery for [CES Aviation's] creditors than would be provided by
any other practical, available alternative," Judge Peck said in
its order.

As part of the sale, GHI was required to deposit its payment to
CES Aviation's escrow agent on March 25, 2009 while CES Aviation
was authorized to pay a sum of $6,854 for flight support
activities.   Having voluntarily participated in the auction for
the aircraft, GHI and MAC Aircraft waive all claims including
claims of an administrative nature against the Debtors as a
result of the bidding procedures and sale transactions.

Prior to the entry of the sale order, CES Aviation drew flak from
GHI for allegedly violating the sale procedures when it accepted
a revised bid of MAC Aircraft.  GHI told the Court that
"[w]ithout ever contracting GHI to inquire as to whether they
would like to increase their bid, the Debtors apparently accepted
a revised bid of $3,100,000 from MAC on March 22.  Late on
March 23, the Debtors filed a notice revealing that MAC had
increased their offering price, but no other terms of the
proposed amendment have been revealed, GHI said.

GHI added that CES Aviation did not receive the required deposit
at least 72 hours prior to the sale hearing as provided for under
the Court-approved bidding procedures and that CES Aviation did
not contact the company to inquire if it wanted to make a higher
offer in light of MAC Aircraft's revised bid.  CES Aviation
dismissed the allegation, however, and described GHI as an
aggrieved bidder that lacks standing to contest the sale.

CES Aviation, in response, argued that GHI is an "aggrieved
bidder that lacks standing under applicable precedent to contest
the sale."  The Debtor maintains that MAC's highest and better
offer was in full compliance with the bidding procedures.  The
Debtor also told the Court that it has informed GHI of the higher
and better offers.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Luxembourg Court Orders Liquidation of Unit
------------------------------------------------------------
The District Court of and in Luxembourg, in a court order dated
April 1, 2009, declared the dissolution and ordered the
liquidation of the limited liability company Lehman Brothers
(Luxembourg) S.A., with registered office in L-1371 Luxembourg, 7,
Val Sainte Croix.  The Court appointed as liquidators Maitre
Jacques Delvaux, notary, and Maitre Laurent Fisch, attorney at
law.

As of April 1, 2009, interest shall cease to accrue on any claims
which are not secured by a privilege, a pledge or a mortgage.  As
of the same date, there will be no set off except in these cases:

  -- connected liabilities

  -- application of the provisions of the law dated August 5,
     2005, on financial collaterals

  -- application of the provisions of foreign law especially
     pursuant to the rules of international private law provided
     for in articles 61-10, 61-12, 61-13, 61-14, 61-15, 6-25 and
     61-28 of the law on the financial sector.

The date by which the proofs of debts have to be deposited is
August 1, 2009.

As reported in the Troubled Company Reporter on March 26, 2009,
the Board of Directors of Lehman Brothers (Luxembourg) S.A.
called an extraordinary general meeting of shareholders for the
purpose of considering and voting upon the following Agenda:

  1.  Dissolution and liquidation of the company;

  2.  Appointment of one or more liquidators;

  3.  Determination of the powers of the liquidators and
      determination of their remuneration;

  4.  Miscellaneous.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank
in the United States, offering a full array of financial services
in equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Hearing on Freddie Mac Probe Request Moved to May
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned until May 13, 2009, the hearing to consider approval of
Federal Home Loan Mortgage Corporation's request to investigate
Lehman Brothers Holdings Inc.

FHLMC wants LBHI investigated regarding the $1.2 billion that the
investment bank allegedly owes to FHLMC under the deal they made
in August 2008.  The deal requires LBHI to return to FHLMC the
$1.2 billion that had been transferred to its sub-account with
Citibank at the Federal Reserve Bank of New York.  The funds were
supposed to be returned on Sept. 15, 2008, the same day LBHI
filed for bankruptcy.

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: LH 1440 Sues Debtor, State Street on Loan
----------------------------------------------------------
LH 1440 L.L.C., on June 8, 2007, entered into a loan agreement
with Debtor Lehman Brothers Holdings, Inc., that consisted of:

  -- an acquisition and project loan agreement,
  -- a building loan agreement, and
  -- a consolidated acquisition loan mortgage and security
     agreement.

At some point, Debtor Lehman Commercial Paper, Inc., acquired the
Loan Agreement.  According to LH 1440's counsel, Mark L. Lubesky,
Esq., at Mark Lubesky and Associates, in New York, LCPI and State
Street Bank and Trust Company allege to have entered into a
master repurchase agreement, dated May 2007, whereby State Street
acquired a portion of the Loan Agreement via its acquisition of a
portion of the Acquisition and Loan Agreement.

Mr. Lubesky asserts that State Street cannot cherry pick the
portions of the Agreements it would like to have acquired while
unilaterally vitiating the balance of the benefit of the
Agreements to LH 1440.  He further asserts that the Debtors and
State Street have attempted to redraft the Agreements to the
detriment of LH 1440 and without LH 1440's permission.

By this adversary proceeding, LH 1440 asks the U.S. Bankruptcy
Court for the Southern District of New York to confirm that:

  (a) the Loan Agreement constitutes a single loan that
      consisted of three parts:

         -- a $15,649,568 acquisition loan,
         -- a $6,232,323 project loan, and
         -- a $4,875,819 building loan;

  (b) the Loan acquired by State Street constitutes a single
      Loan that consists of three parts:

         -- a $15,649,568 acquisition loan,
         -- a $6,232,323 project loan, and
         -- a $4,875,819 building loan;

  (c) State Street may have acquired the Acquisition and Project
      Loan Agreement in its entirety.

Mr. Lubesky asserts that the Debtors without color of legal right
have purported to divorce the acquisition portion of the Loan
Agreement from the Loan Agreement.  While State Street purports
to have acquired only the rights and not the obligations of the
Loan Agreement, State Street possesses the ability to commence
foreclosure or other default proceedings against LH 1440, he
tells the Court.

Given the current state of the credit markets and liens filed
against the property by the Lehman lender, Mr. Lubesky asserts it
is impossible for LH 1440 to refinance.

Thus, LH 1440 asks the Court to enter a permanent injunction
necessary to enjoin State Street from enforcing its alleged
rights and remedies under the Acquisition and Project Loan
Agreement until the matter is resolved else any resolution may
have already been mooted in a foreclosure or similar default
proceeding.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Seeks to Assume EFI Aircraft Lease Agreements
--------------------------------------------------------------
Lehman Brothers Holdings, Inc., and its debtor affiliates ask
permission from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to assume the aircraft lease
agreements were entered into by three debtor affiliates -- CES
Aviation LLC, CES Aviation V LLC, and CES Aviation IX, LLC, with
Executive Fliteways Inc.

CES Aviation LLC held title to a Gulfstream Aerospace G-IVSP,
bearing manufacturer's serial number 1448 and U.S. registration
mark N300LB.  CES Aviation IX held title to a Dassault model
Falcon 50 aircraft, bearing manufacturer's serial number 179 and
U.S. registration mark N232PR.  CES Aviation V LLC holds title to
a Sikorsky S-76C+ helicopter, bearing manufacturer's serial
number 760486 and U.S. registration mark N151LB.  CES Aviation II
LLC, a wholly-owned non-debtor subsidiary of LBHI, held title to
a Gulfstream Aerospace G-IVSP, bearing U.S. registration number
N250LB and manufacturer's serial number 1269.

The EFI agreements dated September 1, 2007, allowed the Aviation
Debtors to lease aircraft to EFI for charter services.  The
agreements are set to expire on December 10, 2010.

Prior to the Petition Date, the Debtors were actively marketing
their aviation assets in hope to obtaining the maximum value for
the assets in light of the softening market.  Alfredo Perez,
Esq., at Weil Gotshal & Manges LLP, in New York, relates that EFI
played an important role in the negotiation process.  After the
Petition Date, despite the Debtors' precarious financial
condition, EFI agreed to continue to perform pursuant to the non-
exclusive aircraft lease agreements based on the Debtors'
representations that EFI would be compensated.

Specifically, Mr. Perez says the Debtors agreed that in each
motion for approval of the sale of the Aircraft, the Debtors
would contemporaneously seek the Court's authority to pay to EFI
certain prepetition invoices representing flight support activity
expenses incurred in the ordinary course of business.  In turn,
EFI agreed to not assert its possessory interest in the Aircraft,
enabling the Debtors to sell the Falcon 50 and the G-IVSP free
and clear of all liens and encumbrances.  The Debtors also agreed
to seek Court authority to assume the non-exclusive aircraft
lease agreements, terminate the agreements upon assumption, and
make certain payments to EFI pursuant to the agreements to
compensate EFI for its postpetition services.

In February 2009, the Court authorized the Debtors to sell the
GIVSP and the Falcon 50, which resulted in a recovery to the
Debtors' estates in the aggregate amount of $29,300,000.
Recently, the Court approved the sale of the Sikorsky S-76C+
helicopter for $3,426,000.

Mr. Perez tells the Court that the proposed assumption would
allow the early termination of the agreements and ensure that EFI
would not interfere in the sale of the Sikorsky S-76C+
helicopter, on which EFI holds a lien.

"If EFI asserted liens on the aircraft, the Debtors would have
incurred additional legal fees and delays in the sales of the
aircraft, threatening the ultimate recovery to the Debtors'
estates," Mr. Perez asserts in court papers.

As a result of the early termination of the agreements, EFI will
be paid a sum of $637,825 for monthly management services,
prorated hangar fees and three-month severance pay for employees
that would be laid off as a result of the termination.  The
termination fee, however, will be reduced to $237,825 after
application of the operating deposit in the sum of $400,000.

The operating deposit, which is held by EFI, was put up by CES
Aviation II LLC and the three subsidiaries to cover any amounts
owing to EFI in the event the agreements are terminated, Mr.
Perez tells the Court.

The hearing to consider approval of the proposed assumption is
scheduled for April 22, 2009.  Creditors and other parties have
until April 17, 2009 to file their objections.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion -- US$38
billion.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


LEHMAN BROTHERS: Wins OK to Transfer Entregra Account to Barclays
-----------------------------------------------------------------
Lehman Brothers Holdings, Inc., Lehman Commercial Paper, Inc.,
and their debtor affiliates obtained approval from the U.S.
Bankruptcy Court for the Southern District of New York to transfer
LCPI's interest in a deposit account to Barclays Bank PLC.

LBHI and LCPI are also authorized to change the name of the
deposit account to "Revolving Loan Lenders Credit-Linked Deposit
Account" to evidence the transfer, and to transfer or assign any
additional bank accounts or funds which LCPI holds merely as
administrative agent.

The deposit account was created to hold funds provided by certain
lenders to Entegra TC LLC under a credit agreement it signed with
LCPI, which serves both as administrative agent and lender under
the agreement.  The transfer is a necessary component of LCPI's
resignation from its role as administrative agent.

As reported by the Troubled Company Reporter on March 27, 2009,
Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York, said LCPI agreed with Barclays Bank and Entegra for its
resignation as administrative agent and the transfer of its role
to Barclays Bank pursuant to an October 6 court order issued in
its bankruptcy case.  Ms. Marcus said the deposit account and the
funds belong to the lenders and are not property or assets of
LCPI.  She also clarified that LCPI sold its position as lender
shortly after the closing of the credit agreement and that it has
no beneficial interest in the account.

"The motion does not seek approval of the transfer of the
custodianship of the account from LCPI to Barclays Bank.  Rather,
the motion seeks approval of the transfer of any interest LCPI
might have in the [deposit account] to Barclays Bank in
connection with the transfer of LCPI's agency role," Ms. Marcus
further clarified.

                     Lehman Brothers' Collapse

Founded in 1850, Lehman Brothers Holdings Inc. --
http://www.lehman.com-- was the fourth largest investment bank in
the United States, offering a full array of financial services in
equity and fixed income sales, trading and research, investment
banking, asset management, private investment management and
private equity.  Its worldwide headquarters in New York and
regional headquarters in London and Tokyo are complemented by a
network of offices in North America, Europe, the Middle East,
Latin America and the Asia Pacific region.

Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y.
Case No. 08-13555) after Barclays PLC and Bank of America Corp.
backed out of a deal to acquire the company, and the U.S. Treasury
refused to provide financial support that would have eased out a
sale.  Lehman's bankruptcy petition listed $639 billion in assets
and $613 billion in debts, effectively making the firm's
bankruptcy filing the largest in U.S. history.  Several affiliates
filed bankruptcy petitions thereafter.

On Sept. 19, 2008, Lehman Brothers, Inc., was placed in
liquidation pursuant to the provisions of the Securities Investor
Protection Act (Case No. 08-CIV-8119).  James W. Giddens was
appointed trustee for the SIPA liquidation of the business of LBI.

Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed
a petition under Chapter 15 of the U.S. Bankruptcy Code on
February 10, 2009.  Lehman Brothers Finance, a subsidiary of
Lehman Brothers Inc., estimated both its assets and liabilities at
more than $1 billion.

LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, has been placed into administration,
together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to wind down the business of LBI
(Europe) on Sept. 15, 2008.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.  The
two units have combined liabilities of JPY4 trillion --
US$38 billion.  Akio Katsuragi, a former Morgan Stanley executive,
runs Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited suspended
operations upon the bankruptcy filing of their U.S. counterparts.

                            Asset Sales

Barclays Bank Plc has acquired Lehman's North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only US$2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

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


MAGNA ENTERTAINMENT: MID Terminates Stalking Horse Bid
------------------------------------------------------
MI Developments Inc. and Magna Entertainment Corp. have agreed to
terminate MID's stalking horse bid to purchase certain of MEC's
assets that had been previously made in the context of MEC's
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code.

Although the stalking horse bid has been terminated, MID will
continue to evaluate whether to bid on MEC assets during the
course of the Chapter 11 sales process.

In March, Magna Entertainment has signed a contract to sell the
tracks to MID, its controlling shareholder and creditor, for
$44.17 million cash and an exchange of $135.63 million in debt.
The assets in the package include (i) the three tracks, Gulfstream
Park near Miami, Golden Gate Fields outside Oakland, California,
and Lone Star Park west of Dallas, (ii) a residential and
entertainment development at Gulfstream and horse training
facilities, and (iii) the stock of AmTote International Inc., the
provider of computerized-betting services to 40% of the horse-
racing industry.

Dennis Mills, MID's Vice-Chairman and Chief Executive Officer,
stated, "MID's principal concern with respect to the MEC Chapter
11 process is to maximize our recovery on our secured loans to
MEC.  We made our stalking horse bid because we believe that MEC
owns some very valuable and attractive assets.  Although we
continue to be interested in acquiring assets from MEC, we have
agreed to withdraw our stalking horse bid in response to
objections raised by a number of parties in the MEC Chapter 11
process and with the intent of expediting that process.  As the
process moves forward, MID will continue to evaluate all
opportunities to preserve the value of our secured loans to MEC,
which may include MID bidding for certain of MEC's assets."

MID also announced that the terms of the debtor-in-possession
financing facility being provided to MEC by a wholly-owned
subsidiary of MID have been amended to, among other things:

   (i) extend the maturity from September 6, 2009 to November 6,
       2009, to allow for a longer marketing period in connection
       With MEC's asset sales;

  (ii) reduce the principal amount available from US$62.5 million
       to US$38.4 million, with the reduction attributable to the
       fact that interest on the pre-petition indebtedness owed by
       MEC and its subsidiaries to the MID Lender will accrue
       during the Chapter 11 process rather than being paid
       currently in cash; and

(iii) provide that MEC has until the week of May 4, 2009, to file
       a motion on the bid procedures relating to the asset sales.

The final terms of the debtor-in-possession financing facility
were scheduled to be considered by the Bankruptcy Court April 20,
2009.

An affiliate of MID, MID Lender sf., agreed to provide MEC up to
$62.5 million of debtor in possession financing that matures in
six months.

The Board of Directors of MID approved terminating the stalking
horse bid and amending the financing facility after considering,
among other things, a favorable recommendation from a Special
Committee of independent directors.

The restructuring of MEC under the protection of Chapter 11 is
subject to certain material conditions, some of which are beyond
MEC's and MID's control. There is no certainty with regard to how
long the chapter 11 proceedings or the process for the marketing
and sale of the debtors' assets will take, whether the debtors'
restructuring plan will be successful, whether or at what prices
the debtors' assets will be sold, whether any offer by any third
party or MID for the debtors' assets will materialize or be
successful, and as to the outcome of litigation or regulatory
proceedings, if any, related to the Chapter 11 proceedings or
MID's involvement therein (including as a result of objections
raised at the Bankruptcy Court and with the Ontario Securities
Commission).

MID is a real estate operating company focusing primarily on the
ownership, leasing, management, acquisition and development of a
predominantly industrial rental portfolio for Magna International
Inc. and its subsidiaries in North America and Europe. MID also
acquires land that it intends to develop for mixed-use and
residential projects.  MID holds a majority interest in MEC, North
America's number one owner and operator of horse racetracks, based
on revenue, and one of the world's leading suppliers, via
simulcasting, of live horse racing content to the growing
intertrack, off-track and account wagering markets.

                     About Magna Entertainment

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

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

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

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

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


MAGNA INTERNATIONAL: May Lose Most in GM or Chrysler Bankruptcy
---------------------------------------------------------------
Alex Ortolani of Bloomberg News reports that American Axle &
Manufacturing Holdings Inc. and Magna International Inc. may be
most at risk for billions of dollars in lost payments to
partsmakers in a bankruptcy filing by General Motors Corp. or
Chrysler LLC.

Bloomberg relates that the Obama administration gave GM a June 1
deadline to cut debt and labor costs or restructure in court-
protected bankruptcy.  Chrysler has until April 30 to meet the
same goals.  Partsmakers are preparing for such a scenario by
trying to win better contract terms such as faster payments,
Bloomberg said.

According to data from research-company Connexiti, American Axle
relies on GM for more of its revenue than any other publicly
traded supplier, and Magna is the most reliant on Chrysler.  GM
and Chrysler, which now acknowledge bankruptcy is an option, said
hundreds of suppliers are interested in securing payment
guarantees through a government-aid program.  Magna, the second-
largest auto supplier in North America, is eligible because it has
U.S. subsidiaries.  The companies relied on GM and Chrysler for
$9.59 billion globally in combined revenue last year, Bloomberg
said.

Bankruptcies would put at risk automaker payments that totaled
more than $40 billion in the U.S. last year for parts ranging from
door handles to fuel-injectors.

Bloomberg reports that according to bankruptcy lawyers, the
automakers are probably developing a list of suppliers that are
most critical and will need the bankruptcy court to make sure they
get paid.

According to research firm CSM Worldwide, based in Northville,
Michigan, GM shares more than half its suppliers with Chrysler,
Ford Motor Co., and Toyota Motor Corp. Rick Mikels, chairman of
the bankruptcy, restructuring and commercial-law practice at Mintz
Levin PC, as cited by the report said that the interconnectedness
may mean a bankruptcy court would assure that the most important
suppliers to the automakers get paid.

                       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.


MARINA BAY: Wants to Hire Subranni Ostrove as Bankruptcy Counsel
----------------------------------------------------------------
Marina Bay at Rio Grande, LLC, asks the U.S. Bankruptcy Court for
the District of New Jersey for authority to employ Subranni
Ostrove & Zauber as counsel.

Subranni Ostrove will:

   i) provide general legal representation of the Debtor regarding
      all phases of the administration of the estate, including
      advising Debtor with respect to its powers and duties as a
      debtor-in-possession;

  ii) prepare applications, motions, pleadings, briefs, memoranda
      and other documents and reports as may be required;

iii) represent the Debtor in Court;

  iv) represent the Debtor in its dealings with creditors;

   v) represent the Debtor in negotiating, drafting, confirming
      and consummating a plan of reorganization; and

  vi) represent the Debtor in the investigation of potential
      causes of action.

The hourly billing rates of the Subranni Ostrove professionals
are:


     Thomas J. Subranni            $400
     Nona L. Ostrove               $350
     Scott M. Zauber               $300
     John P. Leon                  $300
     Margaret A. Holland           $250
     Jeanie D. Wiesner             $200
     Michael Morrow                $150
     Staff Attorney                $150
     Paralegal Service          $85 - $125

Mr. Zauber, a member of Subranni Ostrove, tells the Court that the
Debtor paid the firm $1,500 prepetition, and a $13,500 as
retainer.

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

Mr. Zauber can be reached at:

     Subranni, Ostrove & Zauber
     1624 Pacific Avenue
     P.O. Box 1913
     Atlantic City, NJ 08404
     Tel: (609) 347-7000

                  About Marina Bay at Rio Grande

Chester Heights, Pennsylvania-based, Marina Bay at Rio Grande, LLC
filed for Chapter 11 protection on April 8, 2009 (Bankr. D. N.J.
Case No. 09-18825).  The Debtor said its assets and debts range
from $10 million to $50 million.


MEDIA GENERAL: Will Freeze Pension Plan, Posts $21.3MM Net Loss
---------------------------------------------------------------
Media General, Inc., will freeze its pension plan, effective
May 31, 2009.  Service accruals ceased at the beginning of 2007
and the plan was closed to new participants at that time, but
benefits had been allowed to grow based on future compensation.
Future retirement benefits will now be based on final average
earnings as of May 31, 2009.  This change does not affect the
benefits of current retirees.

"Media General has responded swiftly to the revenue declines we
have experienced over the past three years, and we have
dramatically reshaped and reduced our cost structure.  The net
result of the cost saving actions implemented during 2008 and this
year are expected to reduce our total operating costs for 2009 by
15 percent from the 2008 level, excluding severance and special
charges," said Marshall N. Morton, president and chief executive
officer.

                    First Quarter Net Loss

Media General reported a net loss for the first quarter of 2009 of
$21.3 million, or 96 cents per share, including severance expense
of $4.5 million, or 20 cents per share.  This compares to a net
loss in 2008 of $20.3 million, or 92 cents per share, which
included a loss of $10.4 million, or 47 cents per share, from
discontinued operations.

Partially offsetting an 18 percent revenue decrease in the quarter
was a 14 percent reduction in total operating costs.  Excluding
severance and other special charges, expenses decreased 16.4
percent year-over-year.  The lower costs reflected aggressive
actions the company has taken to improve its cash flow.  In the
first quarter, the company announced a suspension of its match to
the 401(k) Plan, 10 unpaid furlough days for all employees spread
across the first three quarters of the year, and the Board of
Directors suspended the dividend.  During the week of March 31,
the company further reduced its workforce by nearly 300 positions.

"Our focus on new products and services, targeted online sales
campaigns, new revenues from our Internet partnerships with Yahoo!
and Zillow, and our interactive advertising services businesses
such as DealTaker.com are enabling us to transform our business
model in the world of digital and mobile communications," Mr.
Morton said.  "In the first quarter, our Interactive Media
Division revenues increased 24.5 percent compared to last year.
The major factor in the growth was strong sales from our new
online coupon and shopping Web site DealTaker.com.  In addition,
Local online advertising increased 31 percent, driven by direct-
sales initiatives in many markets.  Our online audience growth
also continued.  Page views were up 4.1 percent, visitor sessions
increased 11.5 percent and unique visitors rose 15.2 percent."

Publishing Division

Publishing Division profit for the quarter, excluding severance
and other special charges, decreased 78 percent from the prior
year.  Total revenues decreased 20.1 percent, and advertising
revenues declined 25.2 percent.  Revenues declined 21 percent in
Florida, 20 percent in Virginia and 25.6 percent in North
Carolina.  In South Carolina, where revenues declined 9.5 percent,
advertising from a weekly newspaper acquired March 31, 2008,
helped partially to offset the overall advertising weakness.  In
Alabama, revenues decreased 6.6 percent, as Retail and Classified
declines were not as sharp as in other markets.

Classified advertising revenues were below the prior year by
$13.8 million, or 38.6 percent, due to shortfalls in all markets.
In the metro markets, employment revenues decreased 67.1 percent,
real estate revenues were down 52.6 percent, and automotive
revenues declined 33.4 percent.

Retail advertising revenues declined $8.5 million, or 17.5
percent, due to lower spending across all markets in most
categories.  National revenues decreased $975,000, or 12.2
percent, reflecting decreases in a number of key categories in all
markets, especially Tampa.

Circulation revenues increased $990,000, or 6.2 percent,
reflecting single-copy and home-delivery price increases in
several markets.

Excluding severance and other special charges, Publishing Division
expenses declined 15.6 percent for the quarter.  Salary expense,
excluding severance, was down 20 percent, reflecting workforce
reductions and the furlough savings.  Benefit expense declined
24.2 percent, due to both the reduced employee total and the
absence of profit sharing accruals.  Newsprint expense decreased
7.1 percent as a result of a decline in consumption of 25.8
percent, reflecting newsprint conservation efforts, decreased
advertising linage and other initiatives.  Partially offsetting
the decline in consumption, the average price per ton increased
$135, or 25.1 percent from the prior year.

Broadcast Division

Excluding severance expense, Broadcast Division profit for the
2009 quarter decreased by $4.4 million, or 57.3 percent, from last
year's first quarter, which included $4.4 million of Political
revenues.

Broadcast expenses decreased 14.5 percent, excluding severance,
due to reduced salary expense from workforce reductions and
furloughs, other cost containment initiatives, and lower costs of
goods sold at a broadcast equipment subsidiary.  Salary expense,
excluding severance but including furlough savings, declined 16.1
percent.  Benefits expense decreased 28 percent.

Total Broadcast revenues declined $14.3 million, or 19.1 percent,
and gross time sales declined $19.2 million, or 24.9 percent.
Local time sales decreased $9.6 million, or 20.4 percent, and
National time sales decreased $5.4 million, or 20.9 percent.
Lower automotive spending was the main factor for the decreases in
both categories.

Interactive Media Division

The Interactive Media Division's operating loss of $1.1 million
compared with a loss of $2.7 million in the prior year.  Total
division revenues increased 24.5 percent.  The improved results
reflected a strong profit contribution by DealTaker.com, and a 31
percent increase in local online revenues on the company's local
media Web sites.  This growth was partially offset by recession-
driven declines in Classified and National advertising of 36.2
percent and 7.2 percent, respectively.

Other results

Interest expense decreased by $2.3 million, or 18.9 percent,
primarily due to lower average debt levels.  Corporate expense
declined by $2 million, or 18 percent, reflecting cost containment
actions.  Acquisition intangibles amortization decreased
$2 million, or 53 percent, as certain intangible assets were
written down as part of impairment charges in 2008.  Debt at the
end of the first quarter was $730 million, unchanged from the
beginning of the year.

EBITDA (income from continuing operations before interest, taxes,
depreciation and amortization) was $3.8 million, compared with
$14.2 million in the 2008 period.  After-Tax Cash Flow was a
deficit of $6.2 million compared with $8.5 million in the prior
year.  Capital expenditures in the first quarter of 2009 were
$4.1 million, compared with $8 million in the prior-year period.
Free Cash Flow (After-Tax Cash Flow minus capital expenditures)
was a deficit of $10.3 million, compared with $559,000 in the
prior-year period, reflecting declines in both operating income
and capital spending.

Media General provides the non-GAAP financial metrics EBITDA from
continuing operations, After-Tax Cash Flow, and Free Cash Flow.
The company believes these metrics are useful in evaluating
financial performance and are common alternative measures used by
investors, financial analysts and rating agencies.  These groups
use EBITDA, along with other measures, to evaluate a company's
ability to service its debt requirements and to estimate the value
of the company.  A reconciliation of these metrics to amounts on
the GAAP statements has been included in this news release.

                          Media General, Inc.
                     Consolidated Balance Sheets
                       (Unaudited, in thousands)

                                           March 29,   Dec. 28,
                                             2009       2008

    ASSETS
    Current assets:
      Cash and cash equivalents              $8,506     $7,142
      Accounts receivable - net              84,017    102,583
      Inventories                            10,324     12,035
      Other                                  29,837     38,888
      Assets of discontinued operations      11,407     11,881
                                          --------------------
        Total current assets                144,091    172,529
                                          --------------------
    Other assets                             42,471     41,308
    Property, plant and equipment - net     444,599    453,679
    FCC licenses and other intangibles
     - net                                  243,467    245,266
    Excess of cost over fair value of net
     identifiable assets of acquired
     businesses                             421,318    421,470
                                          --------------------
    Total assets                         $1,295,946 $1,334,252

    LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Accounts payable                      $30,293    $41,378
      Accrued expenses and other
       liabilities                           80,754     86,352
      Liabilities of discontinued
       operations                             2,814      2,969
                                          --------------------
        Total current liabilities           113,861    130,699
                                          --------------------
    Long-term debt                          730,092    730,049
    Other liabilities and deferred
     credits                                316,214    318,277
    Stockholders' equity                    135,779    155,227
                                          --------------------
    Total liabilities and stockholders'
     equity                              $1,295,946 $1,334,252

                      About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.  The Company operates in
three business segments: Publishing, Broadcast and Interactive
Media. The Company owns 25 daily newspapers and more than 150
other publications, as well as 23 television stations.  The
Company also operates more than 75 online enterprises.  In March
2008, the Company completed the purchase of DealTaker.com, an
online social shopping portal.

As reported by the Troubled Company Reporter on April 10, 2008,
Media General Inc., along with its two other equal partners in SP
Newsprint Company, Cox Enterprises, Inc., and The McClatchy
Company, completed the sale of SP Newsprint to White Birch Paper
Company.  Media General received proceeds of approximately
$58 million from the transaction and would use the funds to reduce
debt.  After clearing transaction-related items, most notably
paying taxes in the latter half of 2008, the net reduction in debt
should be approximately $38 million.

Media General would also sell five television stations and had
previously announced signed agreements for three of the stations.
The company is moving forward on the sale of the remaining two
stations.

As reported by the Troubled Company Reporter on February 20, 2009,
Media General would implement an employee furlough program.
Employees would take a mandatory 10 days off according to a
schedule that requires four days by the end of March and three
days each in the Company's next two fiscal quarters, ending in
June and September, respectively.  Unionized and other employees
under contract are being asked to participate in lieu of layoffs.


MEGA BRANDS: Moody's Downgrades Corporate Family Rating to 'Ca'
---------------------------------------------------------------
Moody's downgraded ratings for MEGA Brands, Inc. and guaranteed
subsidiaries, including lowering the Corporate Family Rating to Ca
from Caa2, and the probability of default rating to Caa3 from Caa2
after the company posted its fourth quarter and full year 2008
results.  The rating outlook is negative.  The SGL rating remains
at SGL-4.

Moody's said that the downgrade reflects that fact that financial
flexibility of the company deteriorated further in the fourth
quarter of 2008 due both to lower than expected sales and high
costs, as well as special items.  In addition, the company took
additional charges for impairment of goodwill and intangibles.
During the year, the company issued C$75 million in convertible
debentures which Moody's consider to be basket A (or 100% debt)
and it also drew down under its revolver under which it has no
remaining availability. Cash flows were negative.  Furthermore,
the prospects for 2009 are grim, despite the likelihood of some
expense savings following a plant closing and lower developmental
expenses following last year's launch of MAGNEXT as well as lower
input costs given the recent downward trend in commodity prices.
Going forward, the company will need to meet its budget to remain
compliant with covenants and will need to achieve cash and
investment balances on a monthly basis no worse than within US$9
million of budgeted levels.  The company will need to derive cash
out of working capital management to cover peak needs.  Recovery
rates in the event of a default are considered to be below average
given a lower corporate valuation and higher debt.

The SGL rating remains SGL-4 reflecting weak liquidity.  Although
the bank facility was amended to waive all covenants for the
December 8 and March 9 reporting periods, the company will need to
generate cumulative bank-defined EBITDA of $4 million by June 30,
$24 million by September 30 and $37 million for the full year 2009
to satisfy covenants remaining this year.  The leverage covenant
and the fixed charge coverage covenant were both previously waived
until July 2010.  Although the company ended the year with $49
million in cash, the banks also reduced the revolving credit
facility to $96.9 million, the amount outstanding at the time of
the waiver and amendment.  Moody's believe the company will be
challenged to cover its pre-holiday season inventory build needs
in 2009.  Absent further bank waivers, Moody's believe that a
covenant default later in the year is quite likely.

A successful sale of the stationery and activities businesses
could improve liquidity, (depending on the proceeds).  However the
value of this business has deteriorated significantly both due to
the troubled economy and to a 22% drop in net sales for this
segment versus the prior year.  Moody's rating does not assume
that this sale will occur, especially since it was expected for
the middle of 2008 and has still not materialized, and asset
valuations are falling globally.

The company faces challenges that include risks specific to the
toy industry including, changing play patterns of children,
fashion risk of toys, extreme seasonality, litigation, and weak
retailer leverage with sales concentrated with a few large
customers.

Other key concerns include:

* Questions around consumer acceptance of the new generation of
  MAGNETIX products after the damage suffered over the last years
  due to product safety issues and the resulting recalls and
  lawsuits.

* Ongoing litigation, and issues around the company's self
  insurance for product liability for MAGNETIX products
  manufactured before May 1, 2006 and for incidents occurring
  after December 1, 2006

* The resolution of and/or likely timing and payout of the
  disputed Rose Art earn-out payment.

These ratings were downgraded:

MEGA Brands, Inc.

  -- Corporate Family Rating to Ca from Caa2;

  -- Probability of Default to Caa3 from Caa2;

  -- $96.9 million 5-year revolving credit facility maturing July
     2010 to Caa3 (LGD 4, 57%) from Caa1 (LGD 3, 35%)

MEGA Brands Finco

  -- $260 million (original amount) 7-year term loan B facility to
     Caa3 (LGD 4, 57%) from Caa1 (LGD-3, 35%)

The last rating action was taken on December 11, 2008 when the CFR
rating was lowered to Caa2 from B2 and left on negative outlook.

MEGA Brands manufactures and markets a broad line of toys and
stationery and activities products.  It is based in Montreal,
Canada and had sales of $525 million in 2007.  Sales declined to
$447.7 million in 2008.


MGM MIRAGE: Bondholders Mull Swapping Debt for Stakes in Firm
-------------------------------------------------------------
Many of MGM Mirage's major bondholders are discussing plans to
exchange debt for stakes in the Company if it files for bankruptcy
protection, Tamara Audi and Jeffrey McCracken at The Wall Street
Journal report, citing people familiar with the situation.

According to WSJ, large MGM Mirage bondholders including activist
investor Carl Icahn and private-equity fund Oaktree Capital
Management are pressuring MGM Mirage to consider bankruptcy
protection.  The report states that MGM has $1 billion in bond
payments due this year.

Citing people familiar with the matter, WSJ relates that a group
of bondholders are considering a postbankruptcy plan involving new
capital from outside investors and bondholders.  A source,
according to WSJ, said that any plan involving Mr. Icahn would
also include major MGM Mirage shareholder Kirk Kerkorian.  "The
only way any of this would come into fruition would be with Mr.
Kerkorian joining the group," WSJ quoted the source as saying.
The source said that Mr. Icahn would like Mr. Kerkorian to remain
part of MGM Mirage through some type of investment, though Mr.
Kerkorian's majority status would likely be diminished, according
to the report.

Oaktree Capital wants to invest in MGM Mirage and would "like to
be seen as a white knight," an investor that helps fend off an
unwanted suitor, WSJ reports, citing a person familiar with the
matter.

WSJ, citing a person familiar with the matter, states that MGM
Mirage reached a preliminary agreement with Dubai World on a plan
to complete City Center.  WSJ notes that no documents have been
signed in the preliminary agreement, and the terms could change as
final details are worked out.  According to WSJ, City Center's
lenders still must approve any agreement the two companies reach
before a deal can be finalized.  MGM Mirage and Dubai World are in
talks with the banks after their week-long talks produced the
preliminary agreement, WSJ says, citing a source.

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'.


MILLENNIUM TRANSIT: Asks Court's Ok of 5th DIP Loan form J. Ludvik
------------------------------------------------------------------
Millennium Transit Services, LLC, asks the U.S. Bankruptcy Court
for the District of New Mexico for permission to incur its fifth
postpetition loan from James A. Ludvik in the amount of $507,946.
The Fifth DIP loan would cover the Debtor's expenses for March 1,
2009, to May 31, 2009, in accordance with a budget.

The Fifth DIP Loan would be on the same terms as the previous
debtor-in-possession loans made by Mr. Ludvik in the amount of
$354,832 (Oct. 16, 2008), $395,023 (Nov. 25, 2008), $186,728
(Jan. 27, 2009), and $117,384 (March 2, 2009).  Mr. Ludvik is an
insider of the Debtor.

As with the four earlier loans, the Fifth DIP Loan would be
secured by a second lien on all estate property.

The basic terms of the proposed financing are:

  Amount:                   Up to $507,946

  Interest Rate:            10%

  Repayment Schedule:       On plan confirmation or case
                            conversion

  Collateral                Second lien on all assets of the
                            Debtor, except for avoidance actions

Pioneer Bank holds the first lien on the DIP Collateral, securing
a loan with a current principal balance of approximately
$3,500,000.

A copy of the 5th DIP budget is available for free at:

       http://bankrupt.com/misc/Millennium.5thDIPBudget.pdf

Roswel, New Mexico-based Millennium Transit Services LLC is a bus
manufacturer.  The company filed for Chapter 11 relief on
August 29, 2008 (Bankr. D. N.M. Case No. 08-12848).  Judge Mark B.
McFeeley presides over the case.  David T. Thuma, Esq., at
Jacobvitz, Thuma & Walker, represents the Debtor as counsel.
George M. Moore, Esq., at Moore, Berkson & Gandarilla, P.C.,
represents the Official Committee of Unsecured Creditors as
counsel.  When the Debtor filed for protection from its creditors,
it listed assets of between $10 million and $50 million and the
same range of debts.


MPC COMPUTER: Court Sets May 29 as Creditor's Claims Bar Date
-------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
set May 29, 2009, at 5:00 p.m., as deadline for governmental units
and creditors of MPC Computers LLC and its debtor-affiliates to
file their proofs of claim.

Original proofs of claims must be delivered by mail, hand delivery
or overnight courier to:

   Logan & Company Inc.
   Attn: MPC Claims Department
   546 Valley Road
   Upper Montclair, NJ 07043

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com-- sells personal computer and provides
computer software and hardware to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Divison from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.  The company and
eight of its affiliates filed for Chapter 11 protection on
November 6, 2008 (Bankr. D. Del. Lead Case No. 08-12667).  Richard
A. Robinson, Esq., at Reed Smith LLP, represents the Debtors in
their restructuring efforts.  The Debtor selected Focus Management
Group USA, LLC, as its financial advisors.  The United States
Trustee appointed seven members to the Official Committee of
Unsecured Creditors on November 25, 2008.  Hahn & Hessen LLP
represents the Committee.  As of June 30, 2008, the Debtors have
$258.3 million in total assets and $277.8 million in total debts


NIGHTHAWK RADIOLOGY: Moody's Gives Neg. Outlook; Keeps 'B2' Rating
------------------------------------------------------------------
Moody's changed the rating outlook of NightHawk Radiology
Holdings, Inc. to negative from stable.  At the same time, Moody's
affirmed the B1 Corporate Family Rating and the B2 Probability of
Default Rating.

The change in NightHawk's outlook to negative reflects pricing
pressure, customer attrition and unfavorable impact from the
economy that has been greater than Moody's had anticipated.  These
trends intensified throughout 2008 resulting in significant
deceleration in organic growth rates.  The negative outlook
reflects Moody's belief that these pressures will persist into
2009 and that, as a result, profitability and key credit metrics
could migrate downward such that the B1 rating is no longer
supported.  The negative outlook also incorporates the risk that
longer-term growth prospects do not materialize either due to
company specific issues or broader market dynamics.

The B1 Corporate Family Rating is primarily supported by
NightHawk's modest level of debt compared to its free cash flow
and Moody's belief that the probability of default over the next
12-18 months is remote given the company's good liquidity and no
maturities until 2014.  However, NightHawk is weakly positioned in
the B1 category due to Moody's expectation that intense industry
competition will continue to result in pricing declines and
customer losses leading to a less favorable financial profile.
Because of NightHawk's small scale relative to the median B1
rating, NightHawk would need to sustain credit metrics and
liquidity that are very strong for the B1 rating category in order
to maintain its current rating.

Ratings affirmed/LGD assessments revised:

  -- $100 million (face value) senior secured term loan due 2014;
     B1, LGD3, 31%

  -- Corporate Family Rating; B1

  -- Probability of Default Rating; B2

The outlook for the ratings is negative.

The last rating action was on June 29, 2007 when Moody's lowered
NightHawk's Corporate Family Rating to B1 following the upsizing
of the transaction to finance the acquisition of The Radlinx
Group.

NightHawk is the leading provider of professional and business
solutions to radiology groups and hospitals in the United States.
Roughly 80% of revenues are generated from off-hours preliminary
reads of diagnostic images performed by NightHawk's affiliated
radiologists.  The company reported revenues of approximately $168
million for year ended December 31, 2008 NightHawk is
headquartered in Coeur D'Alene, Idaho.


NOBLE INTERNATIONAL: Taps Foley & Lardner as Gen. Bankr. Counsel
----------------------------------------------------------------
Noble International, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan for
authority to employ Foley & Lardner LLP as general bankruptcy
counsel.

Foley & Lardner will:

   a) analyze the Debtors' current financial and legal situation;

   b) prepare and file on behalf of the Debtors all necessary and
      appropriate petitions, applications, motions, pleadings,
      draft orders, notices and other documents, including
      amendments thereto, and review all financial and other
      reports to be filed in these Chapter 11 cases;

   c) advise the Debtors concerning their powers and duties as
      debtors-in-possession in the continued operation of their
      businesses and management of their property;

   d) advise the Debtors concerning, and assisting in the
      negotiation and documentation of, financing agreements, debt
      restructurings, cash collateral arrangements and related
      transactions;

   e) advise the Debtors with regard to their relationships with
      secured and unsecured creditors and equity security holders,
      past, present and future, negotiate with the creditors and
      security holders, and their representatives and legal
      counsel, as necessary, and taking legal action or actions as
      may be necessary or advisable in the best interests of the
      Debtors;

   f) review the nature and validity of liens asserted against the
      property of the Debtors and advising the Debtors concerning
      the enforceability of the liens;

   g) negotiate and assist in the drafting and preparation of
      leases, security instruments, and other contracts as may be
      in the best interests of the Debtors;

   h) represent the Debtors at the meeting of creditors,
      confirmation hearing, and other hearings as may occur;

   j) advise the Debtors concerning the actions that it might take
      to collect and to recover property for the benefit of the
      Debtors' estates;

   k) assist and counsel the Debtors in connection with the
      formulation, negotiation, preparation, acceptance,
      confirmation, and implementation of a Chapter 11 plan, if
      applicable;

   l) prepare, on behalf of the Debtors, a Disclosure Statement,
      and assist the Debtors in soliciting acceptances of a
      Chapter 11 Plan;

   m) advise the Debtors concerning, and prepare responses to,
      applications, motions, pleadings, notices, and other papers
      that may be filed and served in these Chapter 11 cases;

   n) represent the Debtors in adversary proceedings and other
      contested matters;

   o) perform all other legal services for or on behalf of the
      Debtors that may be necessary or prudent in the
      administration of their Chapter 11 cases and the
      reorganization of the Debtors' businesses, including
      advising and assisting the Debtors with respect to debt
      restructurings, stock or asset dispositions, claims
      analysis and disputes, and legal issues involving general
      corporate, bankruptcy, labor, employee benefits, tax,
      finance, real estate, and litigation matters, and utilizing
      paraprofessionals, law clerks, associates, and partners of
      the firm of Foley & Lardner LLP as may be prudent and
      economical under the circumstances.

The discounted hourly rates of professionals working on the
Debtors' cases are:

                             PARTNERS

         Name         Services to be Provided   Hourly Rate
         ----         ----------------------    -----------
Barbatano, Salvatore  Bankruptcy Counsel          $595
Daugherty, Patrick D. Gen. Corp. & Securities     $595
Doogal, Daljit S.     Gen. Corp. and Finance      $476
Lamb-Hale, Nicole Y.  Bankruptcy Counsel          $459
O'Neill, Judy A.      Bankruptcy Counsel          $573
VanRiper, Yvette M.   Gen. Corp. and Securities   $454

                   SENIOR COUNSEL AND ASSOCIATES

         Name         Services to be Provided   Hourly Rate
         ----         ----------------------    -----------
Dragich, David G.     Bankruptcy Counsel          $446
Gubbini, David V.     Gen. Corp. and Securities   $416
Nederhood, Robert     Gen. Corp. and Securities   $314
Peterson, Lars A.     Bankruptcy Counsel          $293

                         PARAPROFESSIONALS

         Name         Services to be Provided   Hourly Rate
         ----         ----------------------    -----------
Crabtree, Veronica L. General                     $165
Hall, Katherine E.    General                     $182

Mr. Dragich tells the Court that the Debtors paid Foley a retainer
of $300,000 in connection with preparation for filing the
Chapter 11 petitions and related documentation in the Chapter 11
cases.

Mr. Dragich assures the Court that Foley is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Court.

Mr. Dragich can be reached at:

     Foley & Lardner LLP
     500 Woodward Avenue, Suite 2700
     Detroit, MI 48226
     Tel: (313) 234-7111

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

The Company and its affiliates filed for Chapter 11 protection on
April 15, 2009 (Bankr. E. D. Mi. Case No. 09-51720).  The Debtors'
financial condition as of Jan. 10, 2009, showed total assets of
$190,763,000 and total debts of $38,691,000.


PAHRMENG INT'L: Cuts President's Salary, Five Directors Resign
--------------------------------------------------------------
PharmEng International Inc. reportedly cut President Alan Kwong's
salary, according to Tera Camus at Cape Breton Bureau and The
Canadian Press.

The Canadian Press relates that five company directors has also
resigned, including the chief financial officer and marketing
head.  The report states that those who left the Company are:

     -- Brian Fielding, chief financial officer;
     -- John Durham, marketing vice-president; and
     -- Charles Ivey, vice-president in charge of investor
        relations.

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


PATRICK HACKETT: Chapter 7 Liquidation Sought by Creditors
----------------------------------------------------------
Watertown Daily Times reports that creditors have filed a petition
seeking to put Patrick Hackett Hardware Co. into the Chapter 7
bankruptcy.

According to Watertown Daily, the creditors claim they are owed a
combined $1.6 million.

Thomas W. Scozzafava, CEO of Seaway Valley Capital Corp., which
owns Patrick Hacketts department stores, said that he expects that
the creditors will withdraw the bankruptcy petition, Watertown
Daily relates.  The creditors have already agreed to withdraw
their petition "with certain conditions," which Patrick Hackett
"can, indeed, give them," the report states, citing
Mr. Scozzafava.

Patrick Hackett Hardware Co. is based in New York.


PAYMAN CAR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Payman Car Wash Management, Inc.
        1547 Westwood Blvd.
        Los Angeles, CA 90024

Bankruptcy Case No.: 09-17732

Chapter 11 Petition Date: April 2, 2009

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

Judge: Alan M. Ahart

Debtor's Counsel: Shawna Nazari, Esq.
                  15303 Ventura Blvd., 9th Fl., Ste. 5
                  Sherman Oaks, CA 91403
                  Tel: (818) 380-3015

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

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

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

          http://bankrupt.com/misc/cacb09-17732.pdf

The petition was signed by Payman Noori, president of the Company.


PLASCAL CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Plascal Corporation
        P.O. Box 590
        Farmingdale, NY 11735

Bankruptcy Case No.: 09-72223

Chapter 11 Petition Date: April 2, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Fred S. Kantrow, Esq.
                  The Law Offices of Avrum J. Rosen, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  Email: fkantrow@avrumrosenlaw.com

Total Assets: $4,082,289.62

Total Debts: $2,202,632.93

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

          http://bankrupt.com/misc/nyeb09-72223.pdf

The petition was signed by Sheldon Eskowitz, secretary/treasurer
of the Company.


PRESERVE LLC: Court Extends Plan Filing Period to May 22
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has extended The Preserve, LLC's exclusive period to file a
Chapter 11 plan until May 22, 2009, and its exclusive period to
solicit acceptances of that plan until July 22, 2009.

As reported in the Troubled Company Reporter on February 18, 2009,
the Debtor told the Court that its ability to file a confirmable
plan of reorganization is impeded by the pendency of the "Point
Center Litigation" in that its disputed, contingent and
unliquidated claim needs to be determined in order for the Debtor
to properly formulate its treatment under a Plan.  In addition,
the extension will permit the Debtor to negotiate in good faith
with creditors and parties in interest regarding a Chapter 11
Plan.

The Point Center Litigation is presently before the Bankruptcy
Court, having been referred by the U.S. District Court.  The Point
Center Litigation arose as a result of a dispute with Point Center
as to the nature, extent and validity of its claimed interest in
the approximately 700 acres of real property within the "Legacy
Highlands" project which is the Debtor's most valuable asset.  The
Legacy Highlands project is a master planned community set within
the rolling hills of West Beaumont, in Riverside County,
California.

The Debtor disputes the Point Center Claim.  In addition, the
Debtor disputes that 46 hectares of land possibly within the legal
description of the deed of trust securing the Point Center Claim
was intended to be security for the loan arranged by Point Center.

Riverside, California-based The Preserve, LLC, is in the business
of acquiring and making real estate investments.  The company
filed for Chapter 11 relief on Sept. 25, 2008 (Bankr. C. D. Calif.
No. 08-23006).  Jeffrey W. Broker, Esq., at Broker & Associates
Professional Corporation assists the company in its restructuring
efforts.  The company listed assets of $100 million to
$500 million and debts of $10 million to $50 million.


QUEBECOR WORLD: Files Exit Plan; Disclosure Hearing on May 15
-------------------------------------------------------------
Consistent with the agreement in principle with its major creditor
constituencies announced earlier this month, Quebecor World Inc.
has filed a proposed Plan of Reorganization and Disclosure
Statement for its subsidiaries currently subject to reorganization
proceedings in the U.S.  The hearing on the approval of the
Disclosure Statement, which will form the basis on which creditors
will vote on the Plan of Reorganization, is currently scheduled to
be held before the U.S. Bankruptcy Court on May 15, 2009.  Further
details regarding the Plan of Reorganization and the recoveries
that will be available to creditors will be filed approximately
ten days in advance of that hearing.  The plan does not anticipate
any recovery for the holders of the Company's existing Multiple
Voting Shares, Redeemable First Preferred Shares and Subordinate
Voting Shares.

In furtherance of its reorganization efforts, Quebecor World
intends to file, in the first week of May a complementary Plan of
Reorganization and Compromise in the CCAA proceeding currently
pending in Canada, which, together with the Plan of Reorganization
filed in the U.S., will implement the recapitalization and
deleveraging of the Company contemplated in the agreement reached
with the Company's major creditor constituencies.  Although there
can be no assurance as to the ultimate confirmation of the Plan of
Reorganization, this plan formulation and confirmation process is
anticipated to allow the Company to emerge from creditor
protection with a strong balance sheet by mid-July.

                      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 Agreement to Print Forbes Magazines
----------------------------------------------------------
Quebecor World Inc. will continue to print Forbes and related
magazine titles well into the next decade under a new multi-year
agreement with the New York-based publisher.  The agreement
includes premedia and logistics services, providing Forbes a true
end-to-end service solution. It also extends a supplier
relationship that has been in place more than 25 years.

Forbes is the nation's leading business magazine, with a North
American circulation of more than 900,000 and published bi-weekly
(26 times per year).  The agreement also covers the printing and
distribution of ForbesLife and ForbesLife Executive Women, as well
as related ancillary printing projects.

"Forbes is one of the most distinctive and distinguished of all
magazines, and we are truly honored to be its printer," said Kevin
J. Clarke, President of Quebecor World's Publishing Services
Group.  "At a time when the business and financial worlds are in
turmoil, we have been working with Forbes to make continuous
improvements in cycle-time reduction. Our end-to-end solutions,
which help Forbes manage production from premedia through
logistics and distribution, ensure that Forbes is able to be
increasingly timely and efficient in its publication delivery."

Scott Masterson, Forbes' Senior Vice President and General
Manager, says: "Quebecor World's commitment to continuous
improvements has been a hallmark of our business partnership over
these many years. Innovations such as the premedia service center
Quebecor World maintains on our site, and the extensive logistics
operations that help control our distribution and postage costs,
have helped us achieve optimum levels of flexibility, quality and
efficiency throughout our production workflow."

                      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.


RAILPOWER TECHNOLOGIES: Court Extends CCAA Stay Until May 20
------------------------------------------------------------
Railpower Technologies Corp. said the Quebec Superior Court issued
an order providing Railpower with an additional period of
protection under the Companies' Creditors Arrangement Act
(Canada).  The initial order, which was first granted under the
CCAA in favor of Railpower on February 4, 2009 and subsequently
extended on March 4, 2009 and April 7, 2009, has now been further
extended until May 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.

The Quebec Superior Court relieved Railpower of any obligation
to call and hold an annual meeting of shareholders on or before
June 30, 2009 and extended the delay for the calling and holding
of such meeting on or before September 30, 2009.

While under CCAA protection, Railpower's board of directors
maintains its usual role and its management remains responsible
for the day-to-day operations of Railpower, under the supervision
of the Court-appointed monitor, Ernst & Young Inc.

                          About Railpower

Railpower Technologies Corp. (TSX: P) -- 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.


RENEWABLE ENVIRONMENTAL: Owner Blames Failure on Residents
----------------------------------------------------------
Karen Dillon at The Kansas City Star reports that Renewable
Environmental Solutions owner Brian Appel has blamed his failure
on Carthage, Missouri residents' close-mindedness.

Mr. Appel said that he thought a lot of the complaints on an odor
Renewable Environment produced were fabricated, The Kansas City
Star relates.  Former Mayor Kenneth Johnson, The Kansas City Star
says, initially called the Missouri Department of Natural
Resources to conduct a probe on odor complaints.  According to The
Kansas City Star, Mr. Appel spent millions of dollars trying to
control the odor, and he said he thought he finally fixed it.  The
report quoted him as saying, "It came down to money.  If you have
insurance, and someone knows you have insurance, they are going to
go after that insurance policy."

The Kansas City Star states that some people agreed with Mr. Appel
that the odor problem had dissipated.  "The plant got unjustly
accused about a lot of it," The Kansas City Star quoted Mayor
Johnson as saying.  According to The Kansas City Star, some
residents said that if Mr. Appel reopens the plant and it stinks,
they wouldn't put up with it.

Mr. Appel, says The Kansas City Star, was running short of cash.
Court documents say that as of September 30, 2008, Mr. Appel's
related companies had accumulated a debt of $117.8 million. The
Kansas City Star notes that some of that was caused by the
collapse of the renewable fuels industry.

West Hempstead, New York-based Renewable Environmental Solutions,
LLC -- http://www.res-energy.com/-- processes agricultural waste
material and use thermal conversion process in the agricultural
and food industries.  The Company and its affiliates filed for
Chapter 11 bankruptcy protection on March 4, 2009 (Bankr. S.D.
N.Y. Case No. 09-10979).  Brendan M. Scott, Esq., Patrick J. Orr,
Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP,
represent the Debtors in their restructuring efforts.  The
Companies listed $25,105,391 in assets and $1,603,366 in debts.


ROSS UFBERG: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ross Michael Ufberg
        114 Kirk Road
        Wilmington, DE 19807

Bankruptcy Case No.: 09-11172

Chapter 11 Petition Date: April 1, 2009

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

Judge: Brendan Linehan Shannon

Debtor's Counsel: Christopher Dean Loizides, Esq.
                  Loizides & Associates
                  1225 King Street, Suite 800
                  Wilmington, DE 19801
                  Tel: (302) 654-0248
                  Fax: (302) 654-0728
                  Email: ecf.admin@loizides.com

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

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

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

          http://bankrupt.com/misc/deb09-11172.pdf

The petition was signed by Ross Michael Ufberg.


SANDS SUITES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sands Suites, LLC
        9077 The Lane
        Naples, FL 34109

Bankruptcy Case No.: 09-06769

Chapter 11 Petition Date: April 7, 2009

Court: U.S. Bankruptcy Court Middle District of Florida

Debtor's Counsel: Steven J Bracci, Esq.
                  2960 Immokalee Road
                  Naples, FL 34110
                  Tel: (239) 596-2635
                  Fax: (239) 236-0824
                  Email: steve@braccilaw.com

Total Assets: $3,500,000

Total Debts: $1,056,419

A list of the Debtor's 2 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb09-06769.pdf

The petition was signed by Amanda Meyers, the company's manager.


SEMGROUP LP: Chapter 11 Examiner Files Report on Investigation
--------------------------------------------------------------
Louis J. Freeh, Esq., the examiner of the Chapter 11 cases of
Semgroup L.P. and its debtor affiliates, filed with the U.S.
Bankruptcy Court for the District of Delaware his final report on
April 15, 2009.

The Examiner, appointed by the U.S. Trustee on August 12, 2008,
was directed by the Bankruptcy Court to:

   (1) investigate the circumstances surrounding the Debtors'
       trading strategy and the transfer of the New York
       Mercantile Exchange account;

   (2) investigate the circumstances surrounding the Insider
       Transactions and the formation of SemGroup Energy Partners
       L.P.;

   (3) investigate the circumstances surrounding the potential
       improper use of borrowed funds and funds generated from
       the Debtors' operations and the liquidation of their
       assets to satisfy margin calls related to the trading
       strategy for the Debtors and certain entities owned or
       controlled by the Debtors' officers and directors;

   (4) determine whether any directors, officers or employees of
       the Debtors participated in fraud, dishonesty,
       incompetence, misconduct, mismanagement, or irregularity
       in the management of the affairs of the Debtors; and

   (5) determine whether the Debtors' estates have causes of
       action against current or former officers, directors, or
       employees of the Debtors arising from any that
       participation.

                Examiner's Findings and Conclusions

After months-long investigations and a review of thousands of
documents and interview of key persons involved in the Debtors'
business and investment transactions, the Examiner concludes that
Tom Kivisto, Semgroup's former chief executive officer, Gregory
Wallace, former chief financial officer, Brent Cooper, former
treasurer, and several other former Semgroup officers engaged in
mismanagement of the companies.

As a result of the executives' mismanagement and trading
practices, the Debtors' approximate $2.5 unrealized MtM loss
previously booked on its financial statements became a realized
loss for financial reporting purposes.  The Debtors' total
trading losses exceeded $3 billion.

Specifically, the Examiner concludes that:

   (a) Tom Kivisto engaged in a complex trading strategy that
       introduced increased risk to SemGroup at the time of an
       unprecedented rise in the price of oil.  There were
       aspects of Mr. Kivisto's trading strategy that made it
       speculative and which ultimately led to the filing of the
       Debtors' bankruptcy petitions.

   (b) Mr. Kivisto tightly controlled SemGroup's trading
       strategy.  He was responsible for hiring James Coen and
       Mia Oven, and he recruited Joe Shimonov, to assist him in
       implementing his options trading strategy, knowing that
       they had little or no prior commodity options trading
       experience, but could be trusted to do what he directed.
       Similarly, William Allen was chosen as Risk Director
       although he had no prior risk management experience.

   (c) Messrs. Kivisto, Wallace, and Cooper failed to integrate
       properly the commodities trading function into SemGroup's
       financial controls, which subjected SemGroup to additional
       risk.

   (d) As SemGroup's founders and business leaders from 2000 to
       2008, Messrs. Foxx, Wallace and Kivisto failed to develop
       a suitable risk management policy or to integrate one into
       SemGroup's business controls.  Further, they failed to
       comply with the Risk Management Policy that did exist.

   (e) At various points in time, members of SemGroup's senior
       management team were aware that Mr. Kivisto was using
       SemGroup's funds and resources to engage in options
       trading activity on his own behalf, through Westback
       Purchasing Company, L.L.C., and that that activity had the
       potential to expose, and did expose, SemGroup to increased
       risk, yet they failed to stop it.

The Examiner further concludes that Semgroup's former executives
engaged in mismanagement and misconduct when they allowed Mr.
Kivisto to engage in physical commodity trades for SemGroup
through Westback, for which Mr. Kivisto received additional
compensation from SemGroup for activity that was within his
normal scope of duties.

Mr. Kivisto, the Examiner concluded, engaged in mismanagement and
misconduct by:

   -- concealing or attempting to conceal the full nature and
      extent of Westback's relationship with SemGroup from
      SemGroup's Management Committee and others;

   -- by using SemGroup's resources and its personnel to further
      his personal, business and financial interests, including
      Westback, Gallery KH, KN Art Gallery and D'Novo Lean
      Gourmet;

   -- engaging in, or causing others to engage in (A) "naked
      options" transactions; and (B) transactions for his
      personal benefit, through Westback, an entity he owned and
      controlled, all in violation of SemGroup's banking
      covenants; and

   -- placing, or causing to be placed, the results of his
      options trading strategy on the books of other SemGroup
      business units, including SemGas, SemFuel, SemMaterials,
      SemEuro and SemStream, thereby subjecting these entities to
      increased risk.

The Examiner finds that Messrs. Kivisto and Wallace approve semi-
annual bonuses paid to themselves and other executives without MC
approval.

The Examiner further finds that the former executives provided
inaccurate and misleading information to:

   -- members of SemGroup's MC that SemGroup's trading activity
      was supported by its physical inventory;

   -- Bank of Oklahoma representatives during their meetings and
      conversations with them about SemGroup's trading-related
      activities; and

   -- representatives of J. Aron, by claiming that SemGroup's
      liquidity issues were exaggerated, and that it did not have
      similar trading exposure with other brokers.

Mr. Kivisto, according to the Examiner, had a conflict of
interest by authorizing $1.5 million of bonus payments to Ms.
Oven in 2007, a trader he hired with no previous trading
experience to assist him in implementing his trading strategy,
and someone with whom he had a close personal relationship.

The Examiner also finds that Messrs. Kivisto, Wallace and Foxx
had a conflict of interest by permitting Ms. Anna Hollinger,
their outside business partner and a person with whom Mr. Kivisto
had a close personal relationship, to engage in, and to reap the
benefits of, a business relationship with SemGroup.  The
executives, the Examiner continues, did so without notifying
SemGroup's MC of their ownership interest in the vendor company,
or of Mr. Kivisto's personal relationship with their co-owner,
Ms. Hollinger.

The Examiner finds that Messrs. Kivisto and Wallace breached the
terms of their employment agreements by accepting semi-annual
bonuses for themselves that had not been approved by the MC.

Based on his conclusions, the Examiner says the Debtors' estates
have potential claims or causes of action including, without
limitation, claims against negligence and mismanagement, fraud
and false statements, conversion and corporate waste, breach of
fiduciary duties, and breach of contract.

A full-text copy of the 266-page Examiner's Report is available
for free at http://bankrupt.com/misc/semgroup_examinerreport.pdf

         Stipulation on Examiner Report Review Procedures

In a certification of counsel filed in Court, Christopher A.
Ward, Esq., at Polsinelli Shugart PC, in Wilmington, Delaware,
relates that the Examiner has engaged into discussions, and later
entered into a stipulation, with Debtors, the Office of the U.S.
Trustee for Region 3, the Official Committee of Unsecured
Creditors, and the agent for the Debtors' DIP Lenders, to
implement a process addressing protected information issues that
may be contained in the Examiner's Report.

Mr. Ward says the Examiner deemed it appropriate to give parties-
in-interest a reasonable opportunity to review his Report to
determine whether it contains protected information, and to
afford the parties to object to the unredacted inclusion of
protected information.

The Court approved the stipulation.  A full-text copy of the
Order and the stipulation is available for free at:

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

                      Overruled Objections

Prior to entry of the order, Messrs. Wallace and Kivisto and
Westback, in separate filings, objected to the stipulation.

Mr. Wallace complained that the certification is a "thinly-veiled
motion" to obtain endorsement of a private agreement whose
primary purpose is to cut off the rights of non-signatories.

Mr. Kivisto pointed out that the Examiner, as a party duly
authorized by the Court to provide an unbiased and balanced
assessment of the events underlying Semgroup's bankruptcy, should
not have a common interest or joint defense arrangement with the
Debtors and other parties.

Westback objected to the stipulation and order to the extent that
they seek to arbitrarily classify all documents and information
exchanged between the parties and examiner as privilege, and
further to the extent the Stipulation and Order attempts to
foreclose Westback's ability to obtain discovery of documents and
information used by the Examiner.

                       About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales,
Switzerland, and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Court Approves Protocol for Sale of Residual Business
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the bidding procedures governing the sale of Debtor SemMaterials,
L.P.'s residual fuel business to Davison Petroleum Supply, LLC,
subject to better and higher bids.  The Debtors will hold an
auction on April 23, 2009, at 10:00 a.m.  Objections to the sale
must be received no later than 4:00 p.m. of April 23.

The Court also authorized the Debtors to pay the break-up fee in
the event any of the assets proposed for sale are sold to a third
party and if the Asset Purchase Agreement with Davison Petroleum
Supply, LLC, is terminated through a Court-approved competing
transaction.  A full-text copy of the Bidding Procedures Order is
available for free at:

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

Prior to the Court's approval, the Debtors have disclosed a form
of the order to parties-in-interest.

SemMaterials is engaged in purchasing, producing, storing, and
distributing residual fuel throughout the United States.  The
Residual Fuel Business relies in great part on the ability to
purchase residual fuel product at reduced prices and store it
during off-season months in the spring and fall when prices are
low and the sell the product during the peak-season months in the
winter and summer when prices are high.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in
Dallas, Texas, relates that the Residual Fuel Business presently
faces several material obstacles including:

  -- the curtailment of the business since the Debtors' Petition
     Date;

  -- the need for substantial working capital; and

  -- the nature of the business, being highly seasonal.

Also, Mr. Sosland says since the Petition Date, SemMaterials has
been unable to obtain financing to purchase inventory through
normal industry practices.

Despite their best efforts, through Blackstone Advisory Services,
L.P.'s scouting for potential buyers beginning August 2008, the
Debtors were unable to secure a stalking horse bidder for the
Residual Business, so that in February 2009 the Debtors sought
the Court's approval for the auction of SemMaterials' assets or,
in the alternative, the wind-down of the Business.

SemGroup Energy Partners, L.P., however, opposed the request.
After negotiations between the Debtors and SGLP, the parties
reached a compromise and settlement, which included transfer of
certain SemMaterials' assets to SGLP and its affiliates.

The Debtors scouted for potential buyers for SemMaterials' other
assets, and on April 2, 2009, SemMaterials entered into an asset
purchase agreement with Davison, as purchaser, and its parent,
Genesis Energy, L.P., as guarantor, for the purchase of these
assets:

  * Assumed Contracts, consisting of certain terminalling
    and storage agreements for terminals at the LBC Terminal
    located in Sunshine, Louisiana, and the HFOT Terminal
    located in Houston, Texas;

  * Inventory consisting of all inventory and stock-in-trade
    owned by SemMaterials located at the LBC and HFOT Terminals;
    and

  * copies of all Business Records, including all books, files
    and records related to the assets.

The salient terms of the asset purchase agreement dated April 2,
2009, with Davison Petroleum are:

   Purchase Price  -- The aggregate purchase price for the
                      Transferred Assets will be the sum of:

                      * a Base Purchase Price of $2,500,000,
                        plus

                      * cash equal to the Inventory Valuation,
                        as determined pursuant to the Asset
                        Purchase Agreement, plus

                      * cash equal to prepaid expenses, as
                        determined pursuant to the Asset
                        Purchase Agreement, and

                      * cash equal to the Accounts Receivable,
                        as determined under the Asset Purchase
                        Agreement.

   Deposit         -- Purchaser will deposit with the escrow
                      agent, Wilmington Trust, $250,000 by
                      certified check or wire transfer of
                      immediately available funds upon execution
                      of the Asset Purchase Agreement.

   Break-Up Fee    -- If the Asset Purchase Agreement is
                      terminated pursuant to Section 4.2(c) of
                      the Agreement, but not before the
                      consummation of a competing transaction,
                      Seller will pay Purchaser a $250,000
                      Break-Up Fee.

The Break-Up Fee, however, will not be due and payable if a
Purchaser material adverse effect has occurred, or if the
Purchaser has committed a material breach under the Agreement.

Payment of the Break-Up Fee will release fully the Seller from
any liability under the Asset Purchase Agreement so that the
Purchaser will not have any other remedy or cause of action
relating to the Asset Purchase Agreement or any applicable law.

A full-text copy of the Purchase Agreement is available for free
at http://bankrupt.com/misc/semgroup_DavisonAPA.pdf

                      Bidding Procedures

Upon execution of a valid confidentiality agreement, any party
that wishes to conduct due diligence on the Purchased Assets may
be granted access to all material information that has been or
will be provided to the Purchaser and other bidders.

Any person or entity interested in participating in the Auction
must submit a qualifying Bid on or before April 16, 2009 at 4:00
p.m. (Eastern Time) in writing to (1) counsel to the Seller, (3)
financial advisors to the Seller, (4) counsel to the Official
Committee of Unsecured Creditors, (5) financial advisors to the
Creditors' Committee, (6) counsel to Bank of America, N.A., agent
for certain of the Debtors' prepetition secured lenders and the
DIP Lenders, and (7) financial advisors to the Agent.

To constitute a qualifying Bid, a bid must:

  (a) be in writing;

  (b) state that the bidder offers to purchase the Purchased
      Assets on the terms and conditions set forth in the Asset
      Purchase Agreement;

  (c) state that the bidder is prepared to enter into a legally
      binding purchase and sale agreement to acquire the
      Purchased Assets on terms and conditions no less favorable
      to the Debtors than the terms and conditions contained in
      the Asset Purchase Agreement;

  (d) include a clean and duly executed Asset Purchase Agreement
      and a marked Modified APA reflecting the variations from
      the Asset Purchase Agreement executed by the Purchaser;

  (e) state that bidder's offer is irrevocable until the closing
      of the purchase of the Purchased Assets if that bidder is
      the successful bidder or the back-up bidder;

  (f) state that the bidder is financially capable of
      consummating the transactions contemplated by the Modified
      APA;

  (g) include financial and other information that will allow
      the Debtors to make a reasonable determination as to the
      bidder's capability to consummate the transactions
      contemplated by the Modified APA;

  (h) identify with particularity each and every executory
      contract and unexpired lease that is to be assumed and
      assigned pursuant to the Modified APA;

  (i) not request or entitle the bidder to any transaction or
      breakup fee, expense reimbursement, or similar type of
      payment;

  (j) fully disclose the identity of each entity that will bid
      for the Purchased Assets or otherwise participate in the
      bid, and the complete terms of the participation;

  (k) not contain any due diligence or any financing
      contingencies;

  (l) include evidence of authority and approval from the
      bidder's board of directors relating to the submission,
      execution, delivery and closing of the Modified APA; and

  (m) include a cash deposit equal to 10% percent of the amount
      offered to purchase the Purchased Assets, as good faith
      deposit.

If more than one bid is timely received by the Debtors, the
Debtors propose to hold an auction on April 17, 2009, at 2:00
p.m. (Eastern Time), at the offices of Weil, Gotshal & Manges,
LLP, at 767 Fifth Avenue, in New York.

Bids, during the auction, will commence at the amount of the
highest Qualifying Bid submitted by the Qualifying Bidders prior
to the Auction.  Qualifying Bidders may submit successive bids in
increments of at least $300,000 higher than the previous bid.

The Debtors are not seeking to allow credit bidding pursuant to
Section 363(k) of the Bankruptcy Code.

                       About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Court Extends Exclusive Plan Filing Period to May 15
-----------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended until May 15, 2009, the time by
which SemCrude, L.P., its parent, SemGroup, L.P., and its debtor
affiliates may exclusively propose and file a Chapter 11 plan of
reorganization, and until September 18, 2009, to solicit
acceptances for that plan.

The Debtors asked for a June 17 extension to file a plan and an
August 17 extension to solicit acceptances of the plan.

Prior to the entry of the order, Bank of America, N.A., as
administrative agent to the Debtors' secured lenders, Calyon New
York Branch, and the Official Producers' Committee raised
concerns on the Debtors' extension request.

BofA told the Court that it does not agree to a 90-day extension
on account of staggering costs but that it is amenable to
extensions up to the dates set forth in the amended DIP
Agreement, which has set plan-related milestones requiring the
Debtors to file a plan no later than May 15, 2009, and have a
order confirming a plan no later than September 18, 2009.  Calyon
said extensions to the plan filing period should not be longer
than 35 days, and no longer than 60 days to the exclusive
solicitation period.

The OPC, emphasizing the stake of oil and gas producers it
represents, asked the Court to condition approval of the request
upon the Debtors actively engaging the OPC and other parties-in-
interest regarding the terms of a reorganization plan.  Citing
the Debtors' schedules of assets and liabilities, the OPC noted
that claims filed outside of Section 503(b)(9) of the Bankruptcy
Code by producers reached $260 million, compared with the at
least $300 million in aggregate Section 503(b)(9) claims by both
producers and bank lenders and $2.5 million in claims filed by
bank lenders.

Judge Shannon ruled that the Extension Order is without prejudice
to the Debtors' right to seek further extensions of the exclusive
periods.

                       About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Panel Has Until June 14 to Challenge DIP Liens
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation between Bank of America, N.A., as DIP agent and
administrative agent, and the Official Committee of Unsecured
Creditors of Semgroup LP amending the Final DIP Order to give the
Committee until June 14, 2009, to file an adversary proceeding
challenging the validity of the liens provided under the DIP
Agreement.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, counsel to the Committee, filed with the Court an
unsigned, proposed form of the order containing the extension.

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Seeks to Auction Off Two Nymex Seats
-------------------------------------------------
Debtor SemGroup L.P. owns two sets on the New York Mercantile
Exchange, Inc., the world's largest physical commodity futures
exchange.  Historically, SemGroup used the NYMEX seats to trade
major energy contracts at the exchange, including natural gas,
propane, and crude oil.  After the Petition Date, SemGroup
discontinued trading and has decided that it no longer has any
economic incentive to retain ownership of the NYMEX Seats.

Accordingly, the Debtors seek permission from the U.S. Bankruptcy
Court for the District of Delaware to sell the NYMEX Seats
pursuant to an auction mechanism established by the NYMEX and CME
Group, Inc.

Martin A. Sosland, Esq., at Weil, Gotshal & Manges, LLP, in
Houston, Texas, relates that the NYMEX Seats are relatively
illiquid seats, having a market only on the NYMEX.  As a result,
the Debtors do not believe that any value can be realized from the
NYMEX Seats for the benefit of their creditors outside of an
auction on the exchange.

The salient terms of the sale process are:

   (a) All purchases and sales of the NYMEX Seats must be made
       through the CME Group by submitting a written form.

   (b) Offers and bids for the NYMEX Seats are to be anonymously
       posted at NYMEX and on the Web site http://www.nymex.com/

   (c) So long as a discrepancy exists between the offer price
       and the bid price, offers and bids may be withdrawn at any
       time.

   (d) An NYMEX Seat will be deemed purchased once a bid equals
       the then current offer price being asked by the Debtors.

   (e) Within two days of the purchase date, any purchaser will
       deposit payment of the Seats to the CME Group.

   (f) Proceeds of the sale of the Seats received by CME Group
       will be immediately paid over to the Debtors and held by
       the Debtors.

   (g) Upon sale of each of the Seats, the Debtors will file with
       the Court a notice indicating that the sale has been
       completed and indicating the amounts realized from the
       sale.

Mr. Sosland explains that the NYMEX rules governing distribution
of proceeds from a seat sale provide that proceeds of the sale
will be applied in this order:

   (1) to the NYMEX and CME Group in full satisfaction of any
       amounts due to the NYMEX;

   (2) to NYMEX members on account of claims arising out of
       agreements with the Debtors;

   (3) to any party that financed the purchase of the NYMEX Seat,
       provided that documentation was filed with the NYMEX
       Membership Committee; and

   (4) to the Debtors.

The Debtors ask the Court that all proceeds of the NYMEX Seat
sale be treated as property of the estate to be distributed in
accordance with the Bankruptcy Code.  The Debtors also ask the
Court to approve the sale free and clear of all liens and claims.

                       About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SHILOH INDUSTRIES: Moody's Downgrades Corp. Family Rating to 'B3'
-----------------------------------------------------------------
Moody's Investors Service lowered Valley City, Ohio based Shiloh
Industries, Inc.'s Corporate Family Rating to B3 from B1 and its
Probability of Default to Caa1 from B2.  Concurrently, the rating
of its $120 million senior secured revolving credit facility was
downgraded to B2 from Ba3.  The rating outlook is negative.  This
action concludes the review for possible downgrade that was
initiated on December 17, 2008.

The downgrade of Shiloh's CFR to B3 reflects Moody's expectations
of significantly weaker operating performance over the
intermediate term resulting from deteriorating automotive
production levels in North America.  Given its heavy business
concentration with the automobile industry original equipment
manufacturers, especially the Detroit-3 auto makers (which
combined account for approximately 56% of its total revenues), the
company's financial results will still largely hinge upon the fate
of the Detroit Three automakers.  Recent industry forecasts
continue to point to lower automobile production expectations in
2009 and then a modest recovery in 2010.  Moody's anticipates
Shiloh's ability to sufficiently adjust its cost structure would
lag the rapid pace of severe contraction in demand for its
products.  Therefore, its operating losses position could persist
well into 2010 per Moody's estimate based on the current
expectation on industry condition.

However, the B3 rating considers favorably Shiloh's relatively
modest fixed charges, light near-term maturity and expected free
cash flow generation in the next 12 months in spite of the
depressed production level.  The B3 rating also gains support from
Shiloh's leading market position in the laser welded products for
the auto industry in the U.S., and recognizes the management's
continuous efforts in improving efficiency and safeguarding
liquidity.

That said, the pace and magnitude of the structural decline in the
automobile industry have resulted in very low plant utilization
for Shiloh in the first quarter 2009 at only 22.5% as compared to
45.4% a year ago, its revenues were down 53% from prior year
levels and its operating profit turned negative.  In Moody's view,
there are significant headwinds as the risk of bankruptcy filings
by OEMs remains high and a potential filing could further disrupt
production level and constrain Shiloh's liquidity.  In a longer
run, regardless of the final outcome of the bail-out plan for the
US auto industry, the overall auto build and production capacity
in particular at Detroit-3 are subject to a significant
rationalization at least throughout 2009 which would in turn force
their auto suppliers, such as Shiloh, to adjust their capacity
accordingly.  These pressures could result in further pressure on
the company's performance and credit metrics going forward.
Therefore, Moody's maintain a negative outlook on the rating.

The negative outlook also considers the company's weakening
liquidity profile, principally stemming from the tightening
financial covenant.  Moody's cautions that the company's ability
to remain compliant with its financial covenants in the next few
quarters would become uncertain in face of the sharply declining
EBITDA generation.  Therefore, the company may need to negotiate a
waiver/amendment with its senior lenders in the near to medium
term.  Should a covenant violation materialize without a cure or
effective amendment/waiver, the ratings could be downgraded
further.

The rating action is:

Ratings lowered:

Shiloh Industries, Inc.

  -- Corporate Family, to B3 from B1

  -- Probability of Default, to Caa1 from B2

  -- $120 million senior secured revolving credit facility, to B2
     from Ba3

The last rating action was on December 17, 2008 when its CFR was
downgraded to B1 from Ba3 and placed under review for possible
further downgrade.

Headquartered in Valley City, Ohio, Shiloh Industries, Inc. is a
manufacturer of first operation blanks, engineered welded blanks,
complex stampings and modular assemblies for the automotive, heavy
truck and other industrial markets.


SOKKALINGAM MANIMARAN: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Sokkalingam Manimaran
        a/k/a Mani Maran
        604 Village Road West
        West Windsor, NJ 08550

Bankruptcy Case No.: 09-18242

Chapter 11 Petition Date: April 1, 2009

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

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: Eugene D. Roth, Esq.
                  Law Office of Eugene D. Roth
                  Valley Pk. East
                  2520 Hwy. 35, Suite 303
                  Manasquan, NJ 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303
                  Email: erothesq@verizon.net

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

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

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

          http://bankrupt.com/misc/njb09-18242.pdf

The petition was signed by Sokkalingam Manimaran.


SOLOMON DWEK: Corbett Holdings' Voluntary Chapter 11 Case Summary
-----------------------------------------------------------------
Debtor: Corbett Holdings I, LLC
        311 Crosby Avenue
        Deal, NJ 07723

Bankruptcy Case No.: 09-18421

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
     Solomon Dwek                                  07-11757

Chapter 11 Petition Date: April 3, 2009

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

Judge: Kathryn C. Ferguson

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  Email: tneumann@bnfsbankruptcy.com

Total Assets: $4,075,000

Total Debts: $9,392,514

The Debtor does not have any creditors who are not insiders.

The petition was signed by Solomon Dwek, managing member of the
Company.


SPEEDUS CORP: Receives Non-Compliance Notice from Nasdaq
--------------------------------------------------------
Speedus Corp. received on April 16, 2009, written notification
from The Nasdaq Stock Market advising the Company that it no
longer complies with Nasdaq's Marketplace Rule 5250(c)(1) since it
has not yet filed its Form 10-K for the year ended December 31,
2008.  The notification has no effect on the listing of the
Company's common stock at this time.

Nasdaq has provided the Company until June 15, 2009, to submit its
plan to regain compliance with the rule.  If, after conclusion of
its review process, Nasdaq determines that the plan is acceptable,
the Company will have until October 13, 2009, to regain
compliance.  If Nasdaq determines that the plan is not acceptable,
the Company will receive notification that its common stock will
be delisted from The Nasdaq Stock Market.  At that time, the
Company may appeal the delisting determination to a Listing
Qualifications Panel.

The Company expects that it will file its Form 10-K for the year
ended December 31, 2008, before June 15, 2009, which filing will
regain compliance with the rule.

                       About Speedus Corp.

Freehold, New Jersey-based Speedus Corp. -- http://www.speedus.com
-- is a holding company that owns significant equity interests in
diverse businesses.  The companies that Speedus targets, either
public or privately held, will be seeking growth or restructuring
capital to pursue near term business objectives in demonstrated
markets.  Speedus is publicly traded on the NASDAQ Capital Market
under the trading symbol SPDE.


STAMFORD JV: Auction Sale of Collateral to be Held Today
--------------------------------------------------------
Five Mile Capital II Pooling International LLC will offer at a
public auction today at 10:00 a.m. certain membership interests,
partnership interests and other related collateral owned by
Stamford JV Mezz Borrower LP, formerly known as Antares Seaboard
Mezzanine LP, at the law offices of Kelley Drye & Warren LLP, Park
Avenue, 27th floor, New York, NY 10178.

The public auction will be conducted by Mr. William Mannion, a
licensed auctioneer.   The public sale does not involve the direct
sale of real property or improvements.

The sale is held to enforce the rights of Five Mile Capital under
that the Loan Agreement and Pledge and Security Agreement dated as
of March 31, 2008, by Stamford Mezz.

For additional information, please contact:

     Jon Sandstrom
     Five Mile Capital Partners, LLC
     Three Stamford Plaza, 9th Floor
     Stamford, Connecticut 06901
     Tel: (203) 905-0982
     Fax: (203) 905-0954
     e-mail: jsandstrom@fivemilecapital.com


STANFORD GROUP: R. Allen Stanford Seeks Release of Seized Assets
----------------------------------------------------------------
The Associated Press reports that attorneys for R. Allen Stanford
have asked the court to release $10 million of his confiscated
assets so that he can pay for a defense against allegations of
running a Ponzi scheme.

The AP relates that Mr. Standford's lawyers are asking the court
for $10 million to be placed into an account in the name of Texas
attorney Dick DeGuerin to pay for legal fees, expert witnesses,
travel and other expenses to defend Mr. Stanford.

According to The AP, the U.S. Securities and Exchange Commission
brought civil charges against Mr. Stanford and the top officers of
the Stanford Financial Group in February 2009 for being allegedly
involved in an $8 billion fraud where investors were lied to about
the safety of investments sold by Stanford Financial Group as
certificates of deposit and promised unrealistically high rates of
return.

Ralph Janvey, the court-appointed receiver that took over Mr.
Stanford companies, said in court documents, "All of Allen
Stanford's money, all of his records, and most of his clothing and
personal possessions were seized by the Receiver . . . the same
orders left him with no assets to retain counsel to represent
him."  According to The AP, Mr. Stanford denying the SEC's
allegations without a lawyer and blamed Mr. Janvey for not being
able to hire an attorney.

Court documents say that the cost of Mr. Stanford's representation
in the court and many others through the years will almost
certainly exceed $20 million."

                 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.


STARWOOD HOTELS: Sues Hilton, 2 Former Execs for Espionage, Theft
-----------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc., has filed a lawsuit
against Hilton Hotels Corporation and its senior executives Ross
Klein, Global Head of Hilton Luxury & Lifestyle Brands, and Amar
Lalvani, Global Head of Hilton Luxury & Lifestyle Brand
Development, in the United States District Court for the Southern
District of New York.  The lawsuit alleges that Mr. Klein, former
President, Starwood Luxury Brands Group, and Mr. Lalvani, former
Senior Vice President, Starwood Luxury Brands Group, aided and
abetted by Hilton, stole massive amounts of proprietary and highly
confidential Starwood information which was used to expedite
Hilton's entry into the lifestyle hotel market, reposition its
luxury brands and substantially reduce its costs and risks of
doing so.

Messrs. Klein and Lalvani were recruited to Hilton in June 2008
following its highly leveraged $20+ billion acquisition by
Blackstone Group.  The lawsuit alleges that Messrs. Klein and
Lalvani, directly and through other Starwood luxury brands
employees they recruited to Hilton, stole more than 100,000
electronic files -- truckloads of documents when printed -- before
and after they joined Hilton, in violation of both their
contractual and fiduciary duties.  The lawsuit also alleges that
among the stolen materials was confidential information about
Starwood's W(R) hotel brand which Hilton used in the development
of its Denizen brand.

Kenneth Siegel, Starwood's Chief Administrative Officer and
General Counsel, said, "Starwood seeks to avoid litigation, but
the egregiousness of the conduct and the volume of highly
confidential documents taken left us no choice but to take this
strong action to protect our brands and intellectual property for
the benefit of our investors, associates, owners and customers.
The wholesale looting of proprietary Starwood information,
including a step-by-step playbook for creating a lifestyle luxury
hotel brand, unfairly enabled Hilton to launch a new brand in only
nine months instead of the usual three to five years."

Mr. Siegel continued, "Over the past 10 years, we've invested an
enormous amount of time and tens of millions of dollars to create
and develop our W(R) brand. The result of these efforts is a clear
leadership position in the lifestyle luxury category with 29 W(R)
hotels operating and more than 20 opening around the world in the
next three years. As a market leader, we expect and welcome fair
competition because it keeps us focused on innovation and
delivering an ever-better experience to our consumers. This,
however, is a blatant case of theft of trade secrets, computer
fraud and unfair competition."

In November 2008, Starwood initiated arbitration with Mr. Klein
over the non-solicitation provisions in his employment contract
and separation agreement, and put Hilton on notice to preserve
relevant information.  Three months later, and just days before
Hilton announced the launch of its new lifestyle brand, Starwood
received from Hilton eight large boxes of hard copy documents as
well as computer hard drives, zip drives, and thumb drives
containing more than 100,000 electronic files downloaded from
Starwood computers, much of it highly proprietary.  It was at this
point that Starwood first became aware of the theft.

In delivering this mountain of confidential material to Starwood,
Hilton informed Starwood that Mr. Klein and "other Hilton
employees who formerly worked for Starwood" had "brought to Hilton
documents or materials that they developed or acquired while they
worked for Starwood."  Hilton also told Starwood that former
employees had additional Starwood materials "at home."

The materials taken by Messrs. Klein and Lalvani and others
working in concert with them are among Starwood's most
competitively sensitive information, including but not limited to:

   -- Forward-looking strategic development plans and confidential
      financial information on Starwood's lifestyle and luxury
      brands;

   -- Proprietary current and prospective negotiation strategies
      with owners and non-public contact information for owners,
      developers and designers of its lifestyle and luxury brands;

   -- Step-by-step details on how to convert a hotel property to a
      lifestyle luxury hotel, including training materials,
      operational materials, marketing and promotional strategies,
      brand handbooks, proprietary design details and other
      signature elements; and

   -- Marketing and demographic studies for which Starwood paid
      substantial sums to third parties.

Starwood is seeking preliminary and permanent injunctive relief
and compensatory and punitive damages from Hilton, and Messrs.
Klein and Lalvani.  The lawsuit seeks a court order enjoining
Hilton from using or benefiting from Starwood's confidential
information, requiring Hilton and the individual defendants
immediately to return all Starwood confidential information, and
requiring Hilton and the individual defendants to certify the
destruction of all materials derived in any way from Starwood
confidential information, including plans for the promotion and
roll-out of Hilton's Denizen brand.  Starwood is also requesting
that Hilton be ordered to provide a detailed accounting of all
revenues and expense savings derived from the use of the Starwood
confidential information and other appropriate relief.

                       About Starwood Hotels

Based in White Plains, New York, Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the
leading hotel and leisure companies in the world with more than
940 properties in approximately 97 countries and 145,000 employees
at its owned and managed properties.  Starwood Hotels is a fully
integrated owner, operator and franchisor of hotels, resorts and
residences with the following internationally renowned brands: St.
Regis(R), The Luxury Collection(R), W(R), Westin(R), Le
Meridien(R), Sheraton(R), Four Points(R) by Sheraton, and the
recently launched Aloft(R), and Element(SM). Starwood Hotels also
owns Starwood Vacation Ownership, Inc., one of the premier
developers and operators of high quality vacation interval
ownership resorts.

                           *     *     *

As reported by the Troubled Company Reporter on April 1, 2009,
Moody's Investors Service downgraded Starwood Hotels' senior
unsecured ratings to Ba1, and assigned a Ba1 Corporate Family
rating and Ba1 Probability of Default rating.

"The downgrade reflects Moody's expectation of a deeper and more
prolonged downturn in travel demand that will cause Starwood's
credit metrics to remain outside levels appropriate for the former
rating category" stated Peggy Holloway, Senior Credit Officer at
Moody's.  Moody's anticipates revenue per available room in 2009
could drop approximately 17% before stabilizing later in 2010.  As
a result, Starwood's debt/EBITDA could rise slightly above 4.5
times (incorporating Moody's standard analytic adjustments).
Given Moody's view that industry conditions will remain challenged
into 2010, the company's debt/EBITDA could remain above 4.0 times
into 2011 (incorporating Moody's standard analytic adjustments).

On March 27, 2009, Standard & Poor's Ratings Services placed the
long-term ratings of Starwood Hotels ('BB+') on CreditWatch with
negative implications.

In February, Fitch Ratings downgraded Starwood Hotels' Issuer
Default Rating and outstanding debt ratings:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured credit facility to 'BB+' from 'BBB-';
  -- Senior unsecured term loans to 'BB+' from 'BBB-';
  -- Senior unsecured notes to 'BB+' from 'BBB-'.

The Rating Outlook remains Negative.  The ratings downgrade
affects Starwood's $1.875 billion credit facility, $1.375 billion
of outstanding term loans, and $2.25 billion of outstanding senior
unsecured notes.


SUMMIT VIEW: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Summit View, LLC
        334 East Lake Rd., #172
        Palm Harbor, FL 34685

Bankruptcy Case No.: 09-06495

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

Chapter 11 Petition Date: April 2, 2009

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

Debtor's Counsel: Alberto F. Gomez, Jr., Esq.
                  Morse & Gomez, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  Email: algomez@morsegomez.com

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

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

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

The petition was signed by Douglas J. Weiland.


TIMES SQUARE: Wants Access to Cash Securing Fifth Third Loan Deal
-----------------------------------------------------------------
Times Square FMB, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to:

   a) grant interim and final approval of their use of cash
      securing repayment of loans from Fifth Third Bank; and

   b) allow them to issue replacement liens to the secured
      creditor as adequate protection.

Fifth Third Bank has asserted a lien on all, or a portion of, the
Debtors' assets which may constitute cash collateral.

The Debtors will use the cash collateral to pay operating expenses
necessary to continue the operation of the Debtors' business and
to maintain its estate, to maximize the return on its assets, and
to otherwise avoid irreparable harm and injury to its business and
its estate.

As adequate protection, the Debtor proposes to grant Fifth Third a
replacement lien equal in extent, validity, and priority as the
security interest held by Fifth Third as of the petition date.

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

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

                    About Times Square FMB, LLC

Naples, Florida-based Times Square FMB, LLC and its debtor-
affiliates filed for Chapter 11 protection on April 7, 2009
(Bankr. M.D. Fla. Case No. 09-06755).  Stephen R. Leslie, Esq., at
Stichter, Riedel, Blain & Prosser, represents the Debtors in their
restructuring efforts.  The Debtors have estimated assets of
$50 million to $100 million and estimated debts of $1 million to
$10 million.


TITLEMAX HOLDINGS: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Erik Larson at Bloomberg News reports that Titlemax Holdings LLC
has filed for Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court for the Southern District of Georgia, saying that
it can't refinance its debt in the prolonged U.S. recession.

Court documents say that Titlemax Holdings' assets and debts each
exceed $100 million.

Titlemax Holdings' counsel, Thomas Califano of the firm DLA Piper
LLP in New York, said that the Company's bankruptcy was triggered
by the maturity of an estimated $165 million loan from Merrill
Lynch & Co., the Company's biggest creditor, Bloomberg states.  Te
report quoted Mr. Califano as saying, "It's a solvent company.
There's a significant amount of equity over the debt."

Titlemax Holdings CEO Tracy Young said in a statement that the
Company didn't "file for bankruptcy relief due to operational or
financial performance.  In 2008, Titlemax generated by far the
highest revenues and profits in its history and 2009 is expected
to be another record year."

Georgia-based Titlemax Holdings LLC is a closely held title-
lending company with about 550 locations in seven states --
Georgia, South Carolina, Tennessee, Mississippi, Missouri,
Virginia and Illinois.  It holds customers' vehicle titles in
exchange for cash, was founded in 1998 and has 1,800 employees.
It has operations is Georgia, South Carolina, Tennessee,
Mississippi, Missouri, Virginia and Illinois.


TITLEMAX HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: TitleMax Holdings, LLC
        dba TitleMax
        dba TitleBucks
        dba US TitlePawn
        dba American Title
        dba CheckMax
        15 Bull Street, Suite 100
        Savannah, GA 31401

Bankruptcy Case No.: 09-40805

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
TitleMax Financing, Inc.                           09-40806
TitleMax Funding, Inc.                             09-40807
TitleMax of Georgia, Inc.                          09-40808
TitleMax of South Carolina, Inc.                   09-40809
TitleMax of Tennessee, Inc.                        09-40810
TitleMax of Alabama, Inc.                          09-40811
TitleMax of Texas, Inc.                            09-40813
TitleMax of Missouri, Inc.                         09-40814
TitleMax of Mississippi, Inc.                      09-40815
TitleMax of Illinois, Inc.                         09-40816
TitleMax of Virginia, Inc.                         09-40817
CheckMax of Mississippi, Inc.                      09-40818
CheckMax of South Carolina, Inc.                   09-40819
CheckMax of Virginia, Inc.                         09-40820
CheckMax of Tennessee, Inc.                        09-40821

Type of Business: The Debtors are title-lending company.

Chapter 11 Petition Date: April 20, 2009

Court: Southern District of Georgia (Savannah)

Debtor's Counsel: Marvin A. Fentress, Esq.
                  mfentress@graypannell.com
                  Gray & Pannell LLP
                  P.O. Box 8050
                  Savannah, GA 31412
                  Tel: (912) 443-4040
                  Fax: (912) 443-4041

                       -- and --

                  DLA Piper LLP
                  One Atlantic Center 1201 West Peachtree Street
                  Suite 2800
                  Atlanta, Georgia 30309-3450
                  Tel: (404) 736-7800
                  Fax: (404) 682-7800
                  http://www.dlapiper.com/

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Parker, Greg                   debt              $1,250,000
222 Drayton Street
Savannah, GA 31401
Tel: (912) 231-1001 ext. 0003

Kelly Scott & Madison, Inc.    trade             $1,002,320
23983 Network Place
Chicago, IL 60673

Greco, Richard                 debt              $400,000
5356 Reynolds St., Ste 505
Savannah, GA 31405

First City Associates          debt              $250,000

William Dascombe               debt              $100,000

Wells Fargo                    debt              $97,969

Staples                        trade             $80,179

AT&T Advertising & Publishing  trade             $56,262

Nuvox Communications           trade             $40,000

Tech Discovery                 trade             $40,000

Ultimate Software Group Inc.   trade             $39,269

Stanley Convergent             trade             $21,345

Georgia Power                  trade             $21,196

Bernard Hodes Group Inc.       trade             $20,952

GE Capital -- Copiers          debt              $18,825

INTEVDEV LLC                   trade             $15,541

American International Cos.    trade             $15,443

Deemer Dana & Froehle          trade             $15,000

Republic Parking System        trade             $14,975

Alabama Power                  trade             $13,033

Premium Financing Specialist   debt              $11,266

Technology Bridging Group LLC  trade             $11,248

Memphis Light Gas and Water    trade             $11,242
Div.

Office Services                trade             $8,954

CDW Direct LLC                 trade             $8,952

Oglethorpe Holdings LLC        trade             $8,229

Piedmont Public Affairs        trade             $8,108

Flagship Signs                 trade             $7,470

Colo Properties Atlanta LLC    trade             $6,765

Amber Associates Inc.          trade             $6,282

The petition was signed by Tracy Young, chief executive officer.


TOUSA INC: Seeks July 29 Extension of Plan Filing Deadline
----------------------------------------------------------
TOUSA Inc. and its affiliates currently have until June 22, 2009,
to exclusively file a Chapter 11 plan.  They also have until
August 22 to exclusively solicit acceptances of that plan.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, tells the U.S. Bankruptcy Court for the Southern District
of Florida that in the last two years, the Debtors and their major
creditor constituencies have explored restructuring possibilities
in order to maximize value for all parties-in- interest.  The
Debtors have in fact worked with their creditor groups to develop
at least three separate plans of reorganization.  However, the
macroeconomic challenges faced by the Debtors and the complex
factors relating to litigation among the creditor groups has
rendered the Debtors' plans obsolete before they could be
finalized, Mr. Singerman points out.

Against this backdrop, the Debtors have recently determined to
revise their go-forward operational plan.  The Debtors have
decided to shift their focus away from build-to-order new sales
and construction starts, and instead concentrate on completing
homes currently under construction and selling their remaining
inventory of pre-built homes to thus, monetize their land assets
over time.  "This decision, which was difficult but necessary
given the unprecedented economic times and the lack of any viable
alternative, is being strategically implemented in order to
maximize value," Mr. Singerman notes.

To maximize value for creditors, the Debtors have identified
certain key business actions, similar to strategies used since the
Petition Date, to quickly stabilize their operations in light of
their bankruptcy.  They include:

  (a) implementing a comprehensive communications plan so that
      all of the Debtors' key constituents, like associates,
      suppliers, contractors, and homeowners, know where they
      stand and the steps the Debtors will undertake to ensure
      those key constituents are protected;

  (b) entering into a home warranty program to ensure purchasers
      of the Debtors' homes, both before and after their
      operational change, that the Debtors' warranty obligations
      will be honored;

  (c) implementing cost reductions in connection with their
      asset monetization by reducing their workforce, including
      the reduction after the March 23, 2009 announcement, in
      which the Debtors reduced their workforce by 60 employees,
      bringing the total number of remaining employees to 576
      workers and provided notice, where applicable, under the
      Worker Adjustment and Retraining Notification Act to
      another 215 employees;

  (d) implementing a narrowly-tailored associate and management
      incentive plan to motivate and retain the staff necessary
      to effectuate the Debtors' go forward operational plan in
      a manner that motivates associates to maximize creditor
      recoveries; and

  (e) developing a Chapter 11 plan that will be proposed and
      implemented in the near term to stave off additional
      administrative expenses and further enhance creditor
      recoveries.

Mr. Singerman discloses that the Debtors expect to file a plan and
its accompanying disclosure statement in the very near term, and
the Debtors will seek confirmation and implementation of the plan
without delay.  Taking into consideration the July 2009 trial on
the fraudulent conveyance litigation commenced by the Official
Committee of Unsecured Creditors against the Debtors' prepetition
lenders and the timeframe for post-trial briefing and possible
appeals, the Debtors believe that the filing and confirmation of a
Chapter 11 plan before the ultimate conclusion of the Committee
Action will limit additional administrative expenses and further
the revised business plan that was developed with input from each
major creditor constituencies.  More importantly, the Debtors
believe that their operational shift will not lead them to veer
off the path of a confirmation of a Chapter 11 plan.  To the
contrary, the Debtors believe that the revised business plan would
best be implemented in connection with the confirmation of a
Chapter 11 plan that preserves value for stakeholders.

Notwithstanding the Debtors' recent operational shift, the goal of
these Chapter 11 cases continues to be the formulation and
confirmation of a Chapter 11 plan that will maximize recoveries
for all parties-in-interest, Mr. Singerman tells the Court.  He
adds that while the Debtors have worked diligently toward
developing and proposing a plan of reorganization, they now
require more time to finalize an updated plan that will reflect
the new business strategy involving cessation of new construction.

Accordingly, pursuant to Section 1121(d) of the Bankruptcy Code,
the Debtors ask the Court to extend:

(i) their Exclusive Plan Filing Period; through and including
     July 29, 2009; and

(ii) their Exclusive Solicitation Period; through and including
     September 27, 2009.

Mr. Singerman contends that the proposed Exclusive Periods
extension will not harm creditors but will enable the Debtors and
other parties-in-interest to continue to negotiate toward a viable
Chapter 11 plan.  To the contrary, he notes, allowing the
Exclusive Periods to expire before the plan negotiation process
has been completed would defeat Section 1121, which provides
debtors a meaningful and reasonable opportunity to negotiate with
creditors and propose and confirm a chapter 11 plan without the
confusion, expense and likely delay that competing Chapter 11
plans would engender.

Mr. Singerman also notes that as the Debtors have been paying
undisputed postpetition bills as they become due, the proposed
extension will not jeopardize the rights of creditors and other
parties who do business with the Debtors.  Moreover, the Debtors
clarify that they do not seek the proposed extension to maintain
leverage over a group of creditors whose interests are being
harmed by their Chapter 11 cases but rather, are working to
resolve critical issues for the ultimate benefit of their creditor
group as a whole.

According to Mr. Singerman, the Debtors have shared a great deal
of information about their business and prospects with the First
Lien Lenders and Second Lien Lenders as well as the major creditor
constituents regarding the transition to a revised business
strategy.  They expect to continue those negotiations in the
upcoming weeks.  They also expect to continue sales of existing
assets.

The Debtors say they will apprise the Court with respect to any
plan development.  They also reserve the right to supplement or
modify the 4th Exclusivity Motion in order to reflect any
development in the plan negotiations.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Seeks Access to Cash Collateral Through July 31
----------------------------------------------------------
TOUSA Inc. and its affiliates ask the U.S. Bankruptcy Court for
the Southern District of Florida for permission to use their
prepetition lenders' cash collateral for the period from May 1,
2009, through July 31, 2009.

The Debtors disclose that certain challenges and creditor
litigation factors have rendered obsolete at least three separate
plans of reorganization they prepared with their creditor groups.
The Debtors are instead shifting their focus to the completion of
homes currently under construction and the sale of their remaining
inventory of pre-built homes, rather on initiating new
construction.  Nevertheless, the Debtors believe that their
revised business plan will be best implemented in connection with
the confirmation of a Chapter 11 plan, according to Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida.

Against this backdrop, the Debtors assert that it is critical for
them to have continued access to Cash Collateral during the plan
negotiation process.  Pursuant to the Second Cash Collateral Order
dated January 28, 2009, the Debtors currently have access to Cash
Collateral until April 30, 2009.

Mr. Singerman says the Debtors intend to seek authority to use
Cash Collateral on terms substantially similar to those contained
in the Second Cash Collateral Order.  As of April 8, 2009, the
Debtors and the First Lien Lenders continue to engage in
discussions concerning the consensual use of Cash Collateral
during the proposed extended Cash Collateral Period.
To that end, the Debtors relate they will serve the Court a
proposed further Cash Collateral use order on April 20.

The Debtors further relate that in the event they are unable to
reach an agreement regarding consensual use of Cash Collateral,
they will file a supplemental motion with the Court seeking
authority to use Cash Collateral over the objection of the First
Lien Lenders.  To the extent necessary, the Debtors will
demonstrate in their pleadings and at hearing on the Motion and
any supplement that the interests of the Prepetition Lenders are
adequately protected by the proposed terms of their continued use
of Cash Collateral.

The Court is set to consider the Debtors' request on April 23,
2009.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Asks Court to Approve Associate Incentive Plan
---------------------------------------------------------
TOUSA Inc. and its affiliates have determined to revise their
business plan to focus on closing sales of homes currently under
construction and monetize land assets over time.  To consummate
this process, the Debtors maintain that their ability to complete
construction in progress and exit the markets in which they
operate in a value- enhanced manner is dependent on the continued
dedication of their remaining employees.  The Debtors add that a
major component of their revised business plan includes
transitioning responsibilities away from the certain employees as
projects are completed and sold and as those employees' specific
job responsibilities are completed, thus permitting them to reduce
staffing and save on salary and related expenses for the benefit
of creditors.  In this light, the Debtors believe that appropriate
incentives are warranted to encourage Employees to focus on the
successful execution of the asset monetization in the face of the
impending termination of their jobs.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of Florida to approve an Associate Incentive
Plan pursuant to Sections 363(b) and 503(c) of the Bankruptcy
Code.

The Associate Incentive Plan, to cover the period from April 1,
2009, through March 31, 2010, is designed to incentivize and
retain 74 Employees during the asset monetization process.  The
maximum total amount of payments to be made to Employees under the
Associate Incentive Plan is estimated to be $1.7 million.
The Incentive Plan's actual cost is expected to be less due to
terminations throughout the year.

The key terms of the Associate Incentive Plan are:

A. Payments are based on an Employees' level within the
    organization and length of service.  Target incentive
    payments range from 10% to 50% of base pay.  Payments will
    be made if the Employees meet designated targets established
    for each three month period beginning on April 1, 2009, and
    ending on March 31, 2010.

B. The Associate Incentive Plan establishes three achievement
    targets based on projections in the Debtors' revised
    business plan:

      * Projected proceeds from consolidated home closings;

      * Blended average selling price for all construction in
        progress sold; and

      * Cumulative operating cash flow.

C. If the Employees achieve 115% or more of the Achievement
    Targets, they will receive their full targeted incentive
    payment.

D. If the Employees do not fully achieve 115% or more of the
    Achievement Targets, their Associate Incentive Payment will
    be calculated based on the weighted and cumulative
    percentages of Achievement Targets reached:

       % of Home Closing Targets         % of Associate
          & Cash Flow Targets           Incentive Payment
       -------------------------        -----------------
                 90% - 114%                     75%
                 75% - 89%                      50%

                                          % if Associate
           % of Selling Targets         Incentive Payments
       --------------------------       ------------------
                100% - 114%                     75%
                 90% - 99%                      50%

E. Assuming all maximum Achievement Targets are reached, an
    Employee can receive no more than 12.5% of his or her
    maximum Associate Incentive Payment per quarter.  The
    remaining 50% would be held back and paid upon termination.

F. As to the Achievement Targets, Home Closing Targets are
    weighted 30%; Selling Price Targets are weighted 30%; and
    Cash Flow Targets are weighted 40%.

G. Employees who are terminated involuntarily without cause
    part-way through a three-month period will receive an
    Associate Incentive Payment calculated on a pro rata basis
    up to the day of termination and paid 15 days after the
    quarter end together with all the holdbacks.

H. The Associate Incentive Plan also provides for the creation
    of a $300,000 discretionary bonus pool, with awards from the
    pool to any one Employee capped at $50,000.  The
    Discretionary Bonus Pool will be distributed at the
    discretion of a Chapter 11 plan administrator and creditor
    oversight committee.

The Associate Incentive Plan contemplates that employee severance
benefits will remain in place under the Debtors' existing
policies.  The Debtors estimate that severance payments will be
$4.38 million for the period from April 1, 2009, through March 31,
2010.  Any Employee with more than one year of tenure at the time
of termination will be paid one month of Consolidated Omnibus
Budget Reconciliation Act coverage on termination, and any
Employee with over two years of tenure will be paid two months of
COBRA coverage upon termination.  The Debtors estimate that COBRA
payments will total $1.29 million.  All Employees will receive
accrued vacation pay, which the Debtors estimate to total
$1.41 million.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, stresses that approval of the Associate Incentive Plan
will maximize value by allowing the asset monetization process to
continue as planned and ensuring that Employees remain motivated
and dedicated to the task at hand.  He points out that the costs
associated with the Associate Incentive Plan are more than
justified by the benefits expected to be realized.  Without an
Employee's accomplishment of the principal goals of the process,
the Debtors would likely be faced with a disorderly liquidation or
"fire sale" of their remaining assets, resulting in a loss of
return to creditors much greater than the amount allocated as
incentive payments to the Employees, he argues.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Seeks Go-Signal to Enter Into Home Builders' Policy
--------------------------------------------------------------
TOUSA Inc. and its affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Florida to enter
into a Home Builders' Protective Policy with Steadfast Insurance
Company.

The Debtors believe that entry into the Steadfast Insurance Policy
is a transaction within the ordinary course of their businesses
that may be undertaken without Court approval pursuant to Section
363(c) of the Bankruptcy Code.  However, as asked by Steadfast
Insurance and in abundance of caution, the Debtors filed an Policy
Approval Motion.

In line of the April 15, 2009 expiration date of the Steadfast
Policy, the Debtors and Steadfast Insurance engaged in arm's-
length discussions for an extension of that policy to ensure that
the Debtors maintain general liability insurance for, among
others, personal injury and property damage claims alleged against
them by third parties.  In addition, the Steadfast Policy provides
insurance coverage for "completed operations," which includes
coverage for construction defects for homes completed or sold
during the term of the Steadfast Policy.  Absent renewal or
extension of the Steadfast Policy, the Debtors' current insurance
coverage, which remains vital to their continued operations, would
terminate.

The salient terms of the Steadfast Policy, as renewed, are:

  * One year term from April 15, 2009, through April 15, 2010.

  * Limits of Insurance:

      Per occurrence                                 $5,000,000
      Personal and advertising injury limit           5,000,000
      General aggregate                               6,000,000
      Products/completed operations aggregate limit   6,000,000
      Fire legal liability per premises                 100,000
      Medical payments per person                         5,000

  * Defense costs are in addition to the limit.

  * The deductible is $10,000 per occurrence.

The Debtors estimate that the cost of the Steadfast Policy will
total $2.7 million, comprised of:

      Estimated premium                            $2,694,850
      Mandatory terrorism premium                      26,949
      Fee based risk engineering services              25,000
      Loss fund due at inception                       10,000
                                                 ------------
      Total cost due                               $2,756,799

The Debtors maintain that failure to maintain the coverage would
expose them to undue risk.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TOUSA INC: Wants Krieff, Wachovia to Disgorge Payments
------------------------------------------------------
Debtors TOUSA, Inc., and Tousa Homes Florida, L.P., commenced an
adversary complaint against Robert Krieff and Wachovia Bank,
National Association, seeking to avoid and recover a preferential
transfer pursuant to Sections 542, 547 and 550 of the Bankruptcy
Code.

Mr. Krieff is a former employee of EH/Transeastern, L.L.C.,
predecessor of Debtor TH Florida.  Mr. Krieff was TH Florida's
Tampa Division president pursuant to an Employment Agreement.
Mr. Krieff and THF were also parties to a Mutual Agreement to
Arbitrate Claims.  Upon termination of Mr. Krieff's employment, he
filed a demand for arbitration against TH Florida, alleging breach
of the Employment Agreement for improper termination.  The
arbitrator issued her Findings of Fact and Interim Award,
suggesting that Mr. Krieff was entitled to damages from TH Florida
for $632,599.  Ignoring the provisional nature of the Interim
Award and the procedures set forth in the Arbitration Agreement,
Mr. Krieff almost filed a Motion to Confirm Arbitration Award in
the U.S. Circuit Court for the 17th Judicial Circuit, Broward
County, Florida.  The Broward Circuit Court made a verbal ruling
that the Interim Award would be treated as final and would be
confirmed.  The Broward Circuit Court also denied Mr. Krieff's
subsequent Motion to Reconsider and entered a final judgment,
confirming the Interim Arbitration Award of $632,599 to Mr.
Krieff.  TH Florida appealed the Circuit Court Judgment to the
Fourth District Court of Appeals of Florida.  As a result of the
Debtors' bankruptcy filing, the District Court Appeal has been
stayed pursuant to Section 362(a) of the Bankruptcy Code.

In December 2007, Mr. Krieff served a writ of garnishment to
Wachovia Bank, seeking to collect on the Circuit Court Judgment.
Under applicable Florida law, service of the Writ created a lien
in favor of Mr. Krieff "in or upon debts or property" belonging to
TH Florida and Wachovia Bank.  Wachovia Bank answered the Writ on
January 11, 2008, making clear that it was retaining
$1,265,198 or the full amount of the bank account balance in
response to the Writ, notwithstanding the fact that the bank
balance significantly exceeds Krieff's judgment.  Wachovia Bank
subsequently reduced the amounts retained to $632,599.  In
response to the Writ, TH Florida filed a Motion to Dissolve the
Writ.  Mr. Krieff also filed a motion to lift stay to continue the
District Court Appeal in the U.S. Bankruptcy Court for the
Southern District of Florida, which was then denied.

Kristopher Aungst, Esq., at Berger Singerman, P.A., in Miami,
Florida, argues that the Wachovia Bank Account is not in the name
of TH Florida but is under TOUSA, Inc.  Thus, he maintains, the
Wachovia Bank Account does not appear to represent an asset of TH
Florida that could properly be garnished by Mr. Krieff.  Mr.
Aungst points out that to the extent Mr. Krieff wished to access
funds that TOUSA Inc. may owe to TH Florida on account of
intercompany loan obligations between TOUSA Inc. and TH Florida,
Mr. Krieff would have needed to serve his writ of garnishment on
TOUSA Inc. and not Wachovia Bank.  Accordingly, (i) the Garnished
Funds are property of TOUSA Inc.'s estate; (ii) the Garnished
Funds could not properly be included in the Writ; and (iii)
Wachovia Bank was in possession or control of TOUSA Inc.'s
property, not TH Florida's, as required by Section 77.01 of the
Florida Revised Statutes, Mr. Krieff asserts.

Mr. Aungst further argues that Mr. Krieff is not an insider of the
Debtors as the term is defined under Section 101(31) of the
Bankruptcy Code.  He states that the Debtors commenced their
adversary complaint within two years after the Petition Date.
Moreover, Mr. Krieff's service of the Writ on Wachovia Bank
created a judicial lien, as defined in Section 101(36) that is
subject to avoidance pursuant to Section 547, Mr. Aungst points
out.  Mr. Aungst cites that Section 101 defines a transfer to
include the creation of a lien.  Accordingly, Mr. Krieff's service
of the Writ was a transfer of an interest of the Debtors'
property pursuant to Sections 547(b) and 101(54)(A).  Mr. Aungst
explains that the transfer was for the benefit of Mr. Krieff and
on account of the Circuit Court Judgment, an antecedent debt owed
by the Debtors before the transfer occurred.  Mr. Aungst stresses
that the Debtors are presumed to have been insolvent at the time
the transfer was made pursuant to Section 547(f) and the transfer
of the Debtors' property occurred within 90 days before the
Petition Date.

Accordingly, the Debtors ask the Court:

  (a) compel Wachovia Bank to immediately release and turn over
      to TOUSA Inc. the Garnished Funds immediately;

  (b) to the extent it determines that TH Florida acquired
      rights in the Garnished Funds as of the date Mr. Krieff
      served the Writ on Wachovia Bank, avoid the Lien as a
      preferential transfer pursuant to Section 547;

  (c) to extent it enters an order avoiding the Lien as a
      preferential transfer, permit them to recover the
      Garnished Funds pursuant to Section 550(a); and

  (d) award them costs incurred in relation to the lawsuit,
      including attorneys' fees.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


TRAVEL CONCEPTS: Files for Chapter 7 Bankruptcy in Nebraska
-----------------------------------------------------------
Richard Piersol at Lincoln Journal Star reports that Travel
Concepts, Inc., has filed for Chapter 7 bankruptcy, listing more
than $644,373 in liabilities and $30,750 in assets.

According to Lincoln Journal, Travel Concept's liabilities include
$233,000 to Cornerstone Bank of Aurora -- $226,250 of which is
listed as unsecured in the Company's bankruptcy petition.  Court
documents say that another $26,000 is owed to Elkhorn Valley Bank
of Hoskins.  Lincoln Journal states that Travel Concepts also owes
The Welk Resort $8,814.72 for a returned check.

Lincoln Journal relates that unsecured priority claims include
unpaid salaries, federal and state income taxes, and local
property taxes, while unsecured nonpriority claims include credit
card debt for consumer goods, plus a list of more than 160 trip
payments from clients who paid from less than $100 to thousands of
dollars.  The report says that other debts include radio and
newspaper advertising.

Lincoln Journal quoted Grand Island attorney Jerry Milner, who
represents Travel Concepts in its bankruptcy, as saying,
"Basically what happened, the bank called in the loan and closed
her down and left her high and dry.  As a result, whatever trips
were not completed, they weren't able to fulfill the obligation.
The bank was a secured creditor, seized her account, pulled the
money out and that was the end of it."

Travel Concepts' owner, Karen and Michael Widhalm also filed for
personal bankruptcy earlier this year, Lincoln Journal relates.

Travel Concepts, Inc., doing business as Travel Concepts Tours, is
a travel agency in Nebraska.


TRONOX INC: Files Preliminary 2008 Annual Financial Statement
-------------------------------------------------------------
Tronox Incorporated filed with the U.S. Securities and Exchange
Commission its preliminary annual report for the year ended
December 31, 2008.

Edward G. Ritter, interim controller and principal accounting
officer at Tronox, reported that in 2008, the Company experienced
significant decline in liquidity, brought about by the global
financial crisis in investment and credit markets, and a difficult
economic environment which included rapidly rising costs including
high and volatile energy and crude oil costs.

According to Mr. Ritter, Tronox holds substantial amount of
indebtedness, which adversely affects the Company's financial
condition.  Specifically, he said, Tronox's indebtedness:

  * makes it more difficult for the Company to satisfy debt
    securities obligations;

  * increases vulnerability to general adverse economic
    conditions;

  * limits ability to obtain necessary financing and to fund
    future working capital, capital expenditures and other
    general corporate requirements;

  * requires dedication of a substantial portion of cash flow
    from operations to payments on the indebtedness, thereby
    reducing the availability of cash flow to fund working
    capital, capital expenditures and other general corporate
    purposes;

  * limits flexibility in planning for, or reacting to, changes
    in the industry;

  * places the Company at a competitive disadvantage compared to
    competitors that have less debt;

  * limits ability to pursue acquisitions and sell assets; and

  * limits ability to borrow additional funds.

According to Mr. Ritter, the Chapter 11 filing of Tronox and its
affiliates were commenced in the U.S. Bankruptcy Court for the
Southern District of New York, in part to reduce indebtedness to
appropriate levels, streamline operations to reduce costs and to
obtain relief from the negative financial impact of legacy
environmental, tort, retiree and other employee-related
obligations, which the Company was burdened with following its
spin-off from Kerr-McGee Corporation.

                  Bankruptcy-Related Items

Mr. Ritter said that Tronox's filing of the Chapter 11 cases
constituted an event of default that triggered repayment
obligations under a number of debt instruments of the debtors.
The obligations and the approximate principal amount outstanding
are:

  (1) $350 million 9.5% senior unsecured notes due
      December 2012; and

  (2) $212.8 million of revolving credit and variable-rate term
      loans under a senior secured credit facility entered into
      on November 28, 2005.

As of January 12, 2009, any efforts to enforce the payment
obligations under the obligations are stayed, Mr. Ritter noted.

On March 13, 2009, Tronox's German subsidiaries, Tronox GmbH and
Tronox Pigments GmbH, filed applications with the Insolvency Court
in Krefeld, Germany, to commence insolvency proceedings.
Tronox does not intend to petition for self-administration during
the insolvency proceedings and thus, expects to relinquish
management control over the Subsidiaries, according to Mr.
Ritter.

As of December 31, 2008, Tronox had 1,831 employees, consisting
of:

  * 987 in the United States;
  * 811 in Europe;
  * 24 in Australia; and
  * 9 in other international locations.

Approximately 19% of Tronox's employees in the United States are
represented by collective bargaining agreements, and almost all of
its employees in Europe are represented by works' councils.

Effective September 30, 2008, the New York Stock Exchange delisted
Tronox's common stock from trading.  Tronox Common Stock is now
traded over the counter and is quoted on the Pink Sheet Electronic
Quotation Service.

"We can provide no assurance that we will be able to re-list our
common stock on a national securities exchange or that the stock
will continue to be traded on the Pink Sheets.  The trading of our
common stock over the counter negatively impacts the trading price
of our common stock and the levels of liquidity available to our
stockholders," Mr. Ritter told the SEC.  "Because of the pendency
of the Chapter 11 Cases and our liquidity constraints, our ability
to maintain normal credit terms with our suppliers has become
impaired," he added.

               Restructuring and Exit Activities

Mr. Ritter noted that the Company's restructuring activities have
included closing of facilities and work force reduction programs.

Estimates for plant closing include the write-down of inventory,
write-down of property, plant and equipment, any necessary
environmental or regulatory costs, contract termination and
severance costs.  Meanwhile, estimates for work force reductions
are recorded based on estimates of the number of positions to be
terminated, termination benefits to be provided, estimates of any
enhanced benefits provided under pension and postretirement plans
and the period over which future service will continue, if any.

Tronox evaluates the estimates on a quarterly basis and adjust the
reserves accordingly.

"We cannot predict when or if future restructuring or exit
reserves will be required," Mr. Ritter pointed out.

A full-text copy of the Preliminary Annual Report filed on Form 8K
is available for free at http://ResearchArchives.com/t/s?3b73

                       TRONOX INCORPORATED
          Unaudited Preliminary Selected Financial Data
                  Year Ended December 31, 2008

STATEMENT OF OPERATIONS DATA:
Net Sales                                         $1,485,400,000
Cost of goods sold                                 1,420,800,000
                                                ---------------
Gross margin                                        64,600,000

Selling, general & admin. expenses                 1,332,000,000
Gain on land sales                                   (25,200,000)
Asset impairment
Goodwill                                            13,500,000
Long-loved assets                                  420,300,000
Restructuring charges                                  8,900,000
Arbitration award received                                     0
Interest and debt expense                            (54,000,000)
Other income expense                                  (9,900,000)

BALANCE SHEET DATA:
Property, plant & equipment, net                     332,400,000
Total Assets                                       1,084,200,000

SUPPLEMENTAL INFORMATION:
Depreciation & amortization expense                  114,600,000
Capital expenditures                                  33,700,000

Tronox Inc. is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Provides Updates on Legal Proceedings
-------------------------------------------------
Tronox Inc., aside from the preliminary 2008 financial statements
it disclosed with the Securities and Exchange Commission, also
provided updates on pending legal proceedings involving the
company that relate to environmental violations, property damages
and clean-up cost reimbursements.

In September 2003, the Environmental Protection Division of the
Georgia Department of Natural Resources issued a unilateral
Administrative Order to Tronox Pigments (Savannah) Inc., which
indicated that the Savannah Plant "exceeded emission allowances
provided for in the facility's Title V air permit."  Tronox
Savannah filed an Administrative Appeal of the Administrative
Order, which was dismissed in light of the EPD's withdrawal of the
Administrative Order.

The EPD, the Environmental Protection Agency and Tronox Savannah
engaged in discussions to resolve the Plant's alleged violations.
Subsequently, the EPA submitted a civil referral to the U.S.
Department of Justice, and issued an Air Quality Notice of
Violation to Tronox Savannah in August 2008, in relation to the
previously alleged air permit violations.

In December 2008, the DOJ filed a complaint in the Southern
District of Georgia alleging all previously noticed violations at
the facility including violations of the Clean Air Act, the RCRA
and the Clean Water Act.  The District Court approved a stay on
the proceeding until June 11, 2009, which was mutually agreed by
the parties.

Tronox's Hamilton Plant also received, in April 2006, a report
from the EPA and the Mississippi Department of Environmental
Quality which identified a number of alleged violations to the
Mississippi Hazardous Waste Management Regulations, and were
referred to the DOJ for civil enforcement.  The parties are
engaging in discussions for potential settlement of the matter,
Edward G. Ritter, interim controller and principal accounting
officer at Tronox, reported.

In 1999, Tronox LLC was named as a potential responsible party for
the reimbursement of cleanup costs -- aggregating
$244 million but negotiable for $239 million -- expended by the
EPA at a former wood treatment site in New Jersey that Tronox LLC
operated.  However, the site had been sold to a third party before
Tronox LLC succeeded to the interests of a predecessor in the
1960s.  Moreover, the predecessor also did not operate the site,
which had been closed down before it was acquired by the
predecessor, Mr. Ritter explained.

At the request of the EPA in January 2008, Tronox submitted
documents related to the restructuring of the chemical, legacy and
oil, and gas entities in 2001 and 2002 by Kerr-McGee Corporation,
Tronox's former parent company.  Following mediation discussions,
the EPA and DOJ filed a complaint against Tronox LLC in the U.S.
District Court, District of New Jersey, on August 28, 2008.

In connection with the consolidated actions, Tronox LLC filed an
adversary complaint against the United States and New Jersey in
the U.S. Bankruptcy Court for the Southern District of New York in
February 2009.  Tronox LLC seeks a declaration that Plaintiffs'
claims are general unsecured claims under the Bankruptcy Code that
are discharged upon confirmation of a Chapter 11 plan.

The parties have agreed to a standstill agreement and have asked
the District Court and the Bankruptcy Court to enter a temporary
stay on the proceedings while discussions are held about the
impact of the bankruptcy filing on the Litigation and Tronox's
alleged liability at the site.

Mr. Ritter further related that in June 2007, Cyprus Amax Minerals
Company and Amax Research Development, Inc. filed a lawsuit
against Tronox Incorporated in Colorado's Federal District Court
seeking "a claim of contribution and cost recovery" in the Amax R
& D site cleanup.  Cyprus Amax brought the site to house its
operations consisting of an acid-leach pilot production and
solvent extraction of uranium and potash ores.

Kerr-McGee Oil Industries, Inc. at one time owned and operated the
site.  Hence, Cyprus Amax asserts that Tronox is responsible for a
portion of the remediation costs that Cyprus expended, which
aggregate amount exceeds $11 million.  However, due to the
substantial uncertainties about Claim being attributable to
Tronox, the On January 23, 2009, the Colorado Court ordered an
Administrative Closure of the matter.

According to Mr. Ritter, the Debtors are also defendants in
various lawsuits related to these wood-treatment plants:

  * Columbus, Mississippi
  * Avoca, Pennsylvania
  * Texarkana, Texas

The Lawsuits seek recoveries for personal injuries and property
damages allegedly caused by exposure to, or release of, chemicals
used in the wood-treatment process, primarily creosote.

At Columbus, Mississippi, the Maranatha Faith Center filed a state
court property damage lawsuit in 2000.  The trial was transferred
from Columbus to Starkville, Mississippi, and is set for a hearing
on April 27, 2009.  Also pending in the Mississippi Federal Court
are 238 cases filed from 2002 to 2005 that have been consolidated
from pretrial and discovery purposes, Mr.
Ritter noted.

At Avoca, Pennsylvania, 35 state court lawsuits were filed in
2005 by over 4,000 plaintiffs, whose claims were classified into
various alleged disease categories.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Seeks to Reject Oklahoma Headquarters Lease
-------------------------------------------------------
As of the Petition Date, Tronox Inc.'s corporate headquarters was
located at One Leadership Square, at 211 North Robinson Avenue, in
Oklahoma City, Oklahoma.  The Debtors leased the approximately
102,705 square feet "Class A" Downtown Facility pursuant to an
office lease agreement dated October 31, 2006, by and between
Tronox LLC and Leadership Sq. Realty Investors.  The Headquarters
Lease expires on February 28, 2018.

Under the Headquarters Lease, the Debtors paid rent aggregating
$1,489,223 for 2008.  However, rent under the lease increases
automatically every two years for an average annual rent during
the 10-year term of the lease of $1,643,280.  The Debtors are also
responsible for its 13.96% pro-rata share of building operation
and maintenance costs on an annual basis. To provide parking for
its employees at the Downtown Facility, Tronox also rents 43
parking spaces from the Landlord for $4,085 per month, and an
additional 60 parking spaces from Oklahoma City for $5,940 per
month.

Colin M. Adams, Esq., at Kirkland & Ellis, LLP, in New York,
relates that the Downtown Facility contains sufficient space for
215 employees.  However, as of the Petition Date, only 109 Tronox
employees worked at the Downtown Facility, including the Company's
senior managers, as well as the Finance, Accounting, Record
Retention, Risk Management or Real Estate, Legal, Human Resources,
Information Technology, Safety & Environmental Affairs, Sales and
Marketing, Corporate Communications, and Business Planning
departments.

As a result of reductions in workforce and other departures over
the last several months, the number of employees working at the
Downtown Facility has been decreasing, Mr. Adams notes.

To realize certain cost savings, Tronox relocated 58 employees
from the Downtown Facility to the Tronox Technical Center, which
is a 100-acre facility owned by Tronox, located at 3301 NW 150th
Street, in Oklahoma City.  As a result, Tronox had vacated the
Downtown Facility as of March 17, 2009, with the exception of
Suite 700 that houses the Company's employees from the Accounting
and Information Technology departments, and other related servers
and equipment.

Subsequently, Tronox determined that it will eliminate the
inefficiency of operating two underutilized facilities in the same
geographical area by consolidating its Oklahoma City operations at
the Tech Center.

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to reject the
Headquarters Lease effective as of April 1, 2009.

Mr. Adams points out that rejecting the Headquarters Lease will
allow the Company to realize total savings of $95,400 per month in
rent and parking costs.

According to Mr. Adams, the Landlord estimates that the damages
arising from the rejection of the Headquarters Lease is
approximately $2.38 million.  Tronox is presently engaging in
negotiations with the Landlord regarding the Rejection Claim, will
be determined according to the terms of the Headquarters Lease and
the cap applicable pursuant to Section 502(b)(6) of the Bankruptcy
Code, he said.

The parties intend to ask the Court to fix the amount of the
Landlord's Rejection Claim, Mr. Adams notes.

The Court will convene a hearing on May 6, 2009, to consider the
Debtors' request.  Objections, if any, must be filed by May 1.

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: Affiliates File Schedules and Statements
----------------------------------------------------
Seven of Tronox Inc.'s debtor affiliates disclose these assets and
liabilities:

Debtor                                        Assets       Debts
------                                        ------       -----
Tronox Holdings, Inc.                   $286,860,070        $121
Tronox Luxembourg S.ar.L.                237,098,280     912,854
Triple S Environmental Management Corp.   45,317,527  19,993,125
Triple S, Inc.                             9,966,461   7,071,374
Triple S Refining Corporation              5,202,244     217,077
Cimarron Corporation                       4,773,267     476,016
Transworld Drilling Company                  716,730           0
Triple S Mineral Resources Corporation       563,841     277,664
Southwestern Refining Company, Inc.          199,410           0
Tronox Finance Corp.                              71         595
Triangle Refineries, Inc.                          0           0

They also filed separate statements of financial affairs.  Gary
Barton, chief restructuring officer of Tronox Inc. and its debtor
affiliates, disclosed that due to the complexity of the Debtors'
legal matters, these Debtors' suits and administrative proceedings
are reported under Tronox Inc.'s statement of financial affairs:

  -- Tronox Holdings, Inc.
  -- Tronox Luxembourg S.ar.L.
  -- Southwestern Refining Company, Inc.
  -- Transworld Drilling Company
  -- Triangle Refineries, Inc.
  -- Triple S Mineral Resources Corporation
  -- Tronox Finance Corp.
  -- Cimarron Corporation
  -- Triple S Environmental Management Corporation
  -- Triple S Refining Corporation
  -- Triple S, Inc.

As bookkeepers and accountants, Edward G. Ritter, David Klvac and
Mary Mikkelson kept or supervised the keeping of, books of
accounts and records of the remaining Debtors within two years to
the Petition Date.  Mr. Ritter and Ms. Mikkelson were in
possession of the books and records as of the Petition Date.

Ernst & Young has audited the remaining Debtors' books and records
from January 12, 2007, until the present.

Tronox Inc., the remaining Debtors' parent company, is a public
company registered with the SEC.  In this regard, Tronox Inc. may
have provided financial information to banks, bond holders,
customers, suppliers, rating agencies and various other interested
parties in the ordinary course.

Four directors and officers terminated their relationship with
Tronox Holdings within one year to the Petition Date, consisting
of Robert Y. Brown, David J. Klvac, Melody A. Walke and Gregory
Thomas.  Ms. Walke also resigned as manager for Tronox Luxembourg
within the same period.

Within one year to the Petition Date, Robert Y. Brown, David J.
Klvac and Melody A. Walke terminated their relationship with the
five Debtor-affiliates.  Gregory Thomas also left his post as vice
president for Triple S Mineral.

The remaining Debtors contributed to the Tronox Incorporated
Defined Benefit Pension Plan within six years to the Petition
Date.

Mr. Barton pointed out that within two years immediately preceding
the Petition Date, Triangle Refineries transferred to Metropolitan
Government of Nashville and Davidson County a basement located at
180 Anthes Dr. in Nashville Tennessee, for a sales price of
$3,750.

Southwest Refining transferred to Roan Real Estate a settlement
payment of $37,657.  The payment was a "shared obligation" with
Tronox LLC.  The Debtor also received notices from Texas
Commission on Environmental Quality and EPA Region 6 regarding
potential violations of an environmental law.  Conversely, the
Debtor provided notices to the Texas Commission regarding release
of hazardous material, Mr. Barton noted.

Within one year to the Petition Date, Triple S, Inc.'s mechanic's
liens for an aggregate value of $245,000 were seized under legal
or equitable process for the benefit of Tradesmen International,
NCS Construction Services, Simplex Grinnell LP, Cokinos Bosien &
Young, FCR Contractors, Sunbelt Rentals and Gulf States Plumbing.

Triple S, Inc. made property transfers to 11 entities from the
period from June 2007 to December 2008.

Mr. Barton disclosed that Cimarron received notices from the NRC
Region IV indicating that the Debtor may be liable for violation
of an environmental law.  Cimarron notified the U.S. Nuclear
Regulatory Commission that the Debtor would release hazardous
material.

Triple S Environmental also received the Notices from the Alabama
Department of Environmental Quality and Illinois EPA.  Triple S
Environmental and Triple S, Inc., informed these entities about
the release of hazardous material:

  -- Alabama Department of Environmental Quality
  -- Illinois EPA
  -- Arkansas Department of Environmental Quality
  -- Florida Department of Environmental Quality
  -- Iowa Department of Natural Resources
  -- Indiana Department of Environmental Management
  -- Bureau of Environmental Remediation
  -- DEP Division of Water, the Environmental Quality Board
  -- State of Missouri Department of Natural Resources
  -- North Dakota Department of Health
  -- Nebraska Department of Environmental Quality
  -- Oklahoma Corporation Commission
  -- South Dakota Environmental & Natural Resources Department
  -- State of Tennessee Division of Underground Storage Tanks
  -- Texas Commission on Environmental Quality
  -- Commonwealth of Virginia Water Quality Division
  -- State of Wisconsin
  -- Louisiana Department of Environmental Quality

                       About Tronox Inc.

The company is the world's third largest maker of titanium dioxide
behind DuPont Co. and Saudi-owned National Titanium Dioxide Co.,
known a Cristal, according to Bloomberg.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr. S.D.
N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of
class B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TVIA INC: Yuchen Zhu Appointed Chapter 11 Trustee
-------------------------------------------------
TVIA, Inc., said YC (Yuchen) Zhu was appointed Chapter 11 trustee
on April 10, 2009, by the United States Bankruptcy Court for the
Northern District of California.  The company also announced the
departure of its Chief Executive Officer, Eli Porat, effective on
April 20, 2009.

As the court-appointed Chapter 11 trustee, Mr. Zhu assumes control
over the company's assets and is authorized to operate the
company's business, including the company's controlling interest
in its wholly-owned subsidiary in China.

While taking immediate steps to bring TVIA back to profitability,
Mr. Zhu emphasized that the company remained committed to its
customers and its employees.

"We are reviewing the company's situation and evaluating strategic
options, including reemergence from bankruptcy as well as M & A.
In the meantime, we want to make it abundantly clear that the
company will continue marketing and supporting its existing
product lines," Mr. Zhu said.

On the other hand, the company recognizes it has been difficult
for its employees as the company is going through the Chapter 11
process. "It is paramount that we take care of our people as we
improve and expand the business at every level," Mr. Zhu
explained.

Commenting on the future of the company, Mr. Zhu is confident and
optimistic, "As we stabilize our operations, which will continue
to provide undisrupted support to our customers, I anticipate
taking the necessary time and steps to thoroughly explore every
possible course of action for the benefit of shareholders and
creditors. A plan of reorganization will be submitted to the court
within the next few months."

Prior to being appointed Chapter 11 trustee, Mr. Zhu was most
recently with Deloitte & Touche's Costa Mesa office in California,
where he provided leadership over Chinese Services in the region
and advised numerous clients on corporate governance, business
operations and information technology.  He previously served in
various management and engineering roles at Boeing, Fujitsu, and
Nortel Networks.

                         About TVIA, Inc.

TVIA, Inc. (OTC: TVIAQ.PK), headquartered in Santa Clara,
California, with a wholly owned subsidiary in China, is a fabless
semiconductor company that designs, develops, markets and supports
display processors for the digital and interactive television
market. Its products include TrueView 5700, a family of digital
video image display processors to design a single channel liquid
crystal display television and enhanced definition progressive
scan cathode ray tube TV; TrueView 5600 product line that is used
for high definition LCD television market, as well as other LCD-
based applications, such as multimedia displays, Web-pads, in-
flight entertainment systems, and infotainment system displays;
and CyberPro 5202 product line that is designed for displays to
multiple devices, such as traditional CRT TV, panel displays,
interactive displays, and LCD products.

The company filed for Chapter 11 relief on Oct. 15, 2008 (Bankr.
N.D. Calif. Case No. 08-55860).  John Walshe Murray, Esq., at the
Law Offices of Murray and Murray, represents the Debtor as
counsel.  When the Debtor filed for protection from its creditors,
it listed total assets of $5,577,657 and total debts of
$1,077,966.


UAL CORP: Court Approves Settlement with City of Los Angeles
------------------------------------------------------------
Judge Eugene Wedoff of the U.S. Bankruptcy Court for the Northern
District of Illinois approved the settlement agreement between
United Air Lines, Inc., and the city of Los Angeles, acting on
behalf of Los Angeles World Airports.

United and the city of Los Angeles agreed to resolve adversary
proceeding no. 05-02806, case no. 08-cv-3337, certain proofs of
claim filed by the City, and issues concerning United's occupancy
of Terminals 6, 7 and 8 at Los Angeles International Airport.

United and the City are parties to a Terminal Lease Agreement that
covers space Terminal 6 and Terminal 7 at LAX.  United and the
City are also parties to a lease that covers space in Terminal 7
and Terminal 8 at LAX, including space used for FIS.  United and
the City now desire to terminate the Terminal 6/7 Lease, settling
certain matters related to United's occupancy of space in
Terminals 6, 7, and 8, and to enter into a new lease covering
United's use of certain space in Terminal 6.

Pursuant to the Debtors' Second Amended Joint Plan of
Reorganization, United assumed executory contracts and unexpired
leases with the City of Los Angeles related to its operations at
Los Angeles International Airport.  In February 2006, the City
filed 14 requests for payment of cure claims and United has
disputed the Cure Claims.  Micah E. Marcus, Esq., at Kirkland &
Ellis LLP, in Chicago Illinois, related that no distributions have
been made to the City on account of those claims.

Accordingly, the salient terms of the Settlement Agreement
provides that:

* On the closing date of the stipulation, the City will pay
   United $34,061,895.  The City will deposit the Terminal Fee
   into an escrow subject to certain conditions to closing.

* The Terminal 6 or 7 Termination Fee will be calculated as (i)
   $225 million representing the agreed value of United's assets
   in Terminals 6 and 7 being transferred to the City, plus (ii)
   $10 million, plus (iii) $653,547 -- the Terminal 7 Non-Leased
   Space Settlement, plus (iv) $3,580,269 -- United lawsuit
   Settlement, minus (v) $630,385 -- Terminal 6 Tariff
   Settlement, and minus (vi) $4,541,536 -- the Cure Claim
   amount.

* The Terminal 6 or 7 Lease will be terminated and United will
   relinquish the space it occupies, including United's assets
   located in Terminals 6 and 7.  Despite the termination, United
   agrees to fulfill its restoration obligations with respect to
   its relinquished space in Terminals 6 and 7 no later than
   September 30, 2009.

* United will assign its sublease of certain space in Terminal 6
   from Continental Airlines, Inc. to the City and agrees to
   obtain all consents and approvals from Continental necessary
   for the assignment.  United's fulfillment of its restoration
   obligations and obtaining all consents and approvals required
   to assign the Continental Sublease are conditions to the
   closing date.

* Effective on the Closing Date, United and the City will enter
   a new lease for certain space located in Terminal 6.

* The parties agree to modify the Terminal 7 or 8 Lease to
   provide for the deletion and addition of a minor amount of
   space in Terminal 7.  United agrees to fulfill its restoration
   obligations with respect to all space relinquished under the
   Terminal 7/8 Lease.

* As to any space occupied in Terminals 6 or 7 and 8 after the
   relinquishment date not subject to the Continental Sublease,
   the Terminal 7 or 8 Lease or the new Terminal 6 lease, United
   agrees that the space will be occupied pursuant to the Los
   Angeles International Airport Passenger Terminal Tariff.
   United also agrees to fulfill all of its obligations under the
   Tariff upon vacating any space occupied under the Tariff,
   including any restoration obligations.

* Contingent upon occurrence of the Closing Date prior to
   September 30, 2009, the parties agree that the Settlement
   Agreement will constitute a full satisfaction of all claims
   asserted in the adversary proceedings or the "Terminal 7 or
   8 litigation" and agree to cooperate in the filing of one or
   more stipulations to dismiss the Terminal 7 or 8 Litigation.

* If the Closing Date does not occur prior to September 30,
   2009, the parties agree that the Settlement Agreement will
   include the unwinding of acts taken in furtherance of
   termination of the Terminal 6 Lease, and the Terminal 7 or 8
   Litigation will continue.

* The Cure Claims will be settled for a payment of $4,541,536.
   However, the environmental claim filed under (i) Claim No.
   044991 for $6,385,000, (ii) Claim No. 044992 for $6,385,000,
   and (iii) Claim No. 045001 for $5,623,000 are resolved by the
   parties' agreement that the Environmental Claims will not be
   discharged in the bankruptcy cases, but will remain subject to
   United's right to object or contest any claims.  The Cure
   Claims will be withdrawn with respect to the bankruptcy
   cases; provided, however, the Environmental Claims are not
   waived.

* Unsecured Claim No. 44983, filed by the City, will be allowed
   for $945,667 in Class 2E-6 under the Plan.

* United and the City exchange mutual releases except for (i)
   amounts owing under the Settlement Agreement, (ii) claims
   arising under the Settlement Agreement, and (iii) any claims,
   actions or arguments, arising under or related to the
   adversary proceedings (iv) any claims, actions, or arguments
   arising under or related to a certain action between the
   parties before the U. S. District Court for the Central
   District of California that was dismissed without
   prejudice on February 26, 2008, including any matters covered
   by the interim settlement agreement between the parties which
   was executed on February 21, 2008, and which was amended on
   January 12, 2009.

Mr. Marcus said given the complexity and uncertainty of the
outcome of the Terminal 7 or 8 Litigation, the expense,
inconvenience and delay could be substantial if the parties are
forced to continue the litigation.  He noted that the Terminal 7
or 8 Litigation has spanned over 3 years, and the Court's
Memorandum of Decision, entered on May 31, 2008, is still under
review by the U.S. District Court for the Northern District of
Illinois.  By entering into the Settlement Agreement, United and
the City will avoid future litigation costs concerning Terminals
6, 7 and 8, resolve the Terminal 7/8 Litigation, provide an
amicable framework for United's continued operations at LAX, and
resolve the Cure Claims in the most economically manner possible,
he said.

The Court held that contingent upon the closing date, which will
occur before September 30, 2009, of the Settlement Agreement,
dismissal of the litigation concerning United's occupancy of
Terminals 7 and 8 at Los Angeles International Airport will be
effective upon filing of stipulations before the U.S. Bankruptcy
Court for the Northern District of Illinois and the U.S. District
Court for the Northern District of Illinois.  If the Closing Date
does not occur before September 30, 2009, United and the City will
ask the District Court to rule on their objections to the
Bankruptcy Court's Memorandum of Decision dated May 31, 2008.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Preliminary Injunction Trial Date on Pilots Case Delayed
------------------------------------------------------------------
United Air Lines, Inc. and Air Line Pilots Association,
International, Steven Tamkin, Robert Domaleski, Xavier Fernandez
and Anthony Freeman submitted to the U.S. District Court for the
Northern District of Illinois on April 7, 2009, a stipulated
schedule vacating a stipulated scheduling order dated Feb. 12,
2009.

The parties said they intend to focus on negotiations under
Section 6 of the Railway Labor Act, which have started on April 9,
2009.  The parties agreed that they will not conduct further
discovery with respect to the civil proceeding.

Upon a 30-day notice by United or the Defendants, the parties may
resume discovery with respect to the trial on United's request for
permanent injunction pursuant to Section 151 of the Railway Labor
Act and may ask the Court to reinstate a modified scheduling
order.  The scheduling order will not set a trial on the permanent
injunction until 120 days after the 30-day written notice is
served on all parties.

The Preliminary Injunction Order dated November 18, 2008, will
remain in effect until the earlier of (i) the conclusion of the
30-day cooling off period under Section 5, First of the Railway
Labor Act; or (ii) the date that ALPA and United have executed a
new collective bargaining agreement.

Judge Joan Lefkow approved the stipulation on April 8, 2009.

The parties have initially agreed to set April 30, 2009, as the
deadline to complete depositions and May 26, 2009, as trial-ready
date on United's request for preliminary injunction.

Judge Lefkow entered a preliminary injunction order November 18,
2008, that enjoined each of the ALPA and the pilots, from calling,
permitting, instigating, authorizing, encouraging, participating
in approving or continuing any interference with United's airline
operations.  On December 10, 2008, ALPA and Messrs. Tamkin,
Domaleski, Fernandez and Freeman took an appeal to the United
States Court of Appeals for the Seventh Circuit from the
Preliminary Injunction Order.  The Appeal is currently pending
before the Circuit Court.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Settles Dispute With HSBC Related to CSDA Bonds
---------------------------------------------------------
United Air Lines, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois to approve a settlement agreement it
entered into with HSBC Bank USA, Inc., as successor indenture
trustee.

Michael B. Slade, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that California Statewide Communities
Development Authority issued Special Facilities Lease Revenue
Bonds for $154,845,000, the proceeds from which were paid to
United.  United had obligations to repay those bonds to the
Indenture Trustee.  United and CSCDA entered into a sublease and a
facilities lease involving portions of the lease for United's
Maintenance Operations Center at San Francisco International
Airport.  The Indenture Trustee was given a security interest in
the portion of the MOC Lease covered by the Site Sublease and
Facilities Lease.

Mr. Slade notes that the Indenture Trustee has asserted,
individually and for the benefit of the holders of the Bonds,
claims with respect to, among others, (i) repayment of the Bonds
through the Facilities Lease and Site Sublease, (ii) repayment of
the Bonds due to its security interest in a portion of the MOC
Lease allegedly oversecuring the Bonds, (iii) adequate protection
of its security interest in the MOC Lease, and (iv) recovery of
costs and fees.  The central dispute concerning the Bond Claims
was the Indenture Trustee's appeal in the U.S. Court of Appeals
for the Seventh Circuit from the U.S. District for the Northern
District of Illinois' affirmation of the U.S. Bankruptcy Court for
the Northern District of Illinois' decision with respect to the
valuation of the Indenture Trustee's security interest in the MOC
Lease.

The parties entered into a stipulation on November 28, 2008,
dismissing the Indenture Trustee's Appeal.  Moreover, the Parties
engaged in discussions to resolve issues with respect to the
treatment of the Bond Claims, including (i) the calculation of the
Indenture Trustee's unsecured claim, (ii) the Indenture Trustee's
demand for dividends attendant to that unsecured claim,
(iii) the Indenture Trustee's demand for the payment of fees, and
(iv) the Indenture Trustee's demand for post-effective date
interest.

Consequently, the Parties have resolved all outstanding issues and
have reached a final settlement which resolves and releases all
outstanding issues related to the Bonds, the Bond Claims, or
United's obligations to the Indenture Trustee and holders of the
Bonds under United's Second Amended Plan of Reorganization.

The salient terms of the Settlement Agreement are:

  A. United will provide to the Indenture Trustee, in full and
     final satisfaction of United's obligations to the Indenture
     Trustee on account of the Bond Claims, and in exchange for
     a full release of all of United's obligations to the
     Indenture Trustee and the holders of the Bonds, a
     consideration comprised of:

        -- a cash payment for $27,247,632 by United to the
           Indenture Trustee for the benefit of the holders of
           the Bonds.

        -- upon entry of an order approving the Settlement
           Agreement, allowance of Claim No. 36142 as a
           general unsecured claim for the Indenture Trustee,
           for the benefit of the Bondholders for $133,091,071.
           The Allowed Claim will not be entitled to any
           accumulated dividends that may have paid to United
           shareholders since February 1, 2006, but will be
           treated as general, unsecured prepetition claim in
           Class 2E-6 under the Plan.  However, United will
           distribute 642,948 shares of New UAL Common Stock on
           account of the Allowed Claim immediately upon
           approval of the Settlement Agreement.

        -- upon approval of the Settlement Agreement, an
           additional unsecured claim in the name of the
           Indenture Trustee for the benefit of the Bondholders,
           will be deemed allowed in an amount sufficient to
           generate $1,122,678 in cash.  United will liquidate
           the stock distributed on account of the Claim into
           cash.  United will allow the Converted Unsecured
           Claim and will pay the cash amount generated from the
           Converted Unsecured Claim as directed by the
           Indenture Trustee immediately upon allowance of the
           Converted Unsecured Claim.

  B. United has made a conditional payment of $27,247,632 into
     an interest-bearing escrow account.  If the Settlement
     Agreement is approved, the conditional payment and all
     interest accrued in the Escrow Account will promptly be
     disbursed to the Bondholders.  If the Settlement Agreement
     is not approved, the conditional payment and any accrued
     interest will be promptly returned to United.

Mr. Slade says that while United disputes the Indenture Trustee's
entitlement to receive post-effective date interest on the
Indenture Trustee's secured claim, United believes that litigation
over those issues would be counterproductive.  He notes that
further litigation over those issues would require United to incur
substantial attorneys' fees, and to spend significant time better
spent elsewhere.  In any event, the Indenture Trustee has asserted
a number of claims which, if successful, would require United to
pay well in excess of the amounts that United is agreeing to pay
in this Settlement Agreement, he stresses.

In light of the potential costs of litigation and the claims
alleged by the Indenture Trustee, United believes that the
Settlement Agreement is eminently reasonable.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UAL CORP: Two Directors Acquire 6,424 Shares of Common Stock
------------------------------------------------------------
In separate filings with the Securities and Exchange Commission,
Richard J. Almeida and Walter Isaacson, directors of UAL Corp.,
disclosed that on March 31, 2008, they have acquired shares of UAL
common stock at $0:

                                         Shares Beneficially
Officer               Acquired Shares     Owned Post-Transaction
-------               ---------------     ----------------------
Walter Isaacson             3,344                 15,250
Richard J. Almeida          3,070                 10,030

Each share unit represents the economic equivalent of one share of
common stock.  At the time of distribution, Messrs. Almeida and
Isaacson will receive one share of common stock in exchange for
each share unit, rounded up to the next whole share.

Additional share units accrue when and as dividends are paid on
UAL common stock.  The number of share units accrued will be equal
to the dollar amount of dividends that would be payable if the
share units were actual shares of common stock, divided by the
average of the high and low sale prices of a share of UAL Common
Stock on the date dividends are paid.

Delivery of shares of common stock in exchange for the share units
will be made on the 1st business day in January following the
calendar year in which Messrs. Almeida and Isaacson cease to be
directors of UAL.

Mr. Isaacson elected to defer $15,250 of retainer and meeting fees
for the first quarter 2009 in exchange for share units.  The
number of share units was determined by dividing $15,250 by $4.56,
the average of the high and low sale prices of a share of UAL
common stock on March 31, 2009.

Moreover, Mr. Almeida opted to defer $14,000 of retainer and
meeting fees for the first quarter of 2009 in exchange for share
units.  The number of share units was determined by dividing
$14,000 by $4.56, the average of the high and low sale prices of a
share of UAL common stock on March 31, 2009.

In separate filings with the Securities and Exchange Commission,
seven directors and officers disclosed that on April 1, 2009, they
acquired restricted shares of UAL Corp. common stock at
$0:

                                          Shares Beneficially
Director/Officer        Acquired Shares   Owned Post-Transaction
----------------        ---------------   ----------------------
Glenn F. Tilton             275,000             275,000
John P. Tague                98,000              98,000
Peter D. McDonald            62,000              62,000
Kathryn A. Mikells           62,000              62,000
Paul R. Lovejoy              51,700              51,700

Each restricted stock unit represents the economic equivalent of
one share of UAL common stock and may be settled in cash or common
stock upon vesting, at the sole discretion of the Human Resources
of the UAL Board of Directors.

The restricted stock units will vest in three equal annual
installments beginning on April 1, 2010.

In addition, the D&Os acquired the option or right to buy a total
of 718,000 shares of UAL common stock:

                                          Shares Beneficially
Director/Officer        Acquired Shares   Owned Post-Transaction
----------------        ---------------   ----------------------
Glenn F. Tilton            400,000             400,000
John P. Tague              147,500             147,500
Peter D. McDonald           93,000              93,000
Paul R. Lovejoy             77,500              77,500
Kathryn A. Mikells          62,000              62,000

Each share of Common Stock under the Option Award will have a
conversion or exercise price of $4.86 and the Option Award will
expire on March 31, 2019.

Each Option Award vests in three equal annual installments
beginning on April 1, 2010.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                            *    *    *

As reported in the Troubled Company Reporter on July 29, 2008,
Standard & Poor's Ratings Services lowered its ratings on UAL
Corp. and subsidiary United Air Lines Inc. (both rated B-
/Negative/--), including lowering the long-term corporate credit
ratings on both entities to 'B-' from 'B', and removed the ratings
from CreditWatch, where they had been placed with negative
implications May 22, 2008, as part of an industrywide review.  The
outlook is negative.


UNITED SUBCONTRACTORS: Wants to Use BofA, et. al. Cash Collateral
-----------------------------------------------------------------
United Subcontractors, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to:

   a) authorize them to use the cash securing repayment of loan
      from secured lenders

         -- on interim basis ending on the earlier of (i) the date
            of entry of the final order, (ii) April 30, 2009; and
            (iii) the occurrence of a termination date; and

         -- on a final basis, following a hearing; and

   b) grant adequate protection to secured lenders.

The Debtors are parties to First Amended and Restated First Lien
Credit and Guaranty Agreement dated as of May 29, 2008, pursuant
to which the Wilmington Trust Company as collateral and
administrative agent for the First Lien Lenders agreed to provide
a term loan facility and other financial accommodations to the
Debtor United Subcontractors, Inc., guaranteed by the other
Debtors and secured by the first priority security interests in
substantially all of the Debtors' assets.

The Debtors are also parties to the First Amended and Restated
Second Lien Credit and Guaranty Agreement, pursuant to which The
Bank of New York as collateral and administrative agent for the
Second Lien Lenders agreed to provide a term loan facility and
other financial accommodations to Debtor United Subcontractors,
Inc. and secured by second priority interest in the prepetition
collateral.

As of March 31, 2009, the Debtors were obligated to pay
$290,099,775 to First Lien Lenders and $66,449,613 to Second Lien
Lenders.

The Debtors have reached an agreement on the terms of a Plan of
Reorganization that would substantially reduce the Debtors' funded
indebtedness with (i) the holders of more that 66.67% in principal
amount and 50% in number of First Lien Credit Obligations; and
(ii) the holders of more than 66.67% in principal amount and 50%
in number of Second Lien Credit Obligations; and (iii) the
entities that have issued and backstopped a letter of credit in
favor of the Debtors.  The restructuring agreement was reached on
March 31, 2009.

Specifically, the Restructuring Agreement provides that:

   a) in exchange for and in full satisfaction of the First Lien
      Credit Obligations of $290 million, the First Lien Lenders
      will receive (i) a new $22.5 million senior secured note and
      (ii) 96% of the new common equity of the reorganized Debtors
      upon emergence from Chapter 11;

   b) in exchange for and in full satisfaction of the Second Lien
      Credit Obligations of approximately $66 million, the Second
      Lien Lenders will receive 4% of the new common equity of the
      reorganized Debtors upon emergence from Chapter 11; and

   c) upon the effective date of the Plan, the Debtors will
      receive a payment of $12 million from the entities that
      backstopped a letter of credit.  Accordingly, the
      restructuring, Plan will convert over $350 million of
      secured claims and funded indebtedness into a $22.5 million
      secured claim and common stock, and the Debtors anticipate
      having over $24 million of cash on hand upon their emergence
      from Chapter 11.

The Debtors propose to use cash collateral to fund general
operations and pay restructuring costs pursuant to the Budget.

As adequate protection, the Debtors propose to grant replacement
liens in prepetition and postpetition assets of the Debtors'
estates having the same priority  as the prepetition liens of the
First Lien Lenders and Second Lien Lenders; superpriority claims
for the First Lien Lenders and Second Lien Lenders; payment of
fees and expenses of the First Lien Lenders; payment of fees and
expenses of the individual First Lien Lenders, not to exceed
$50,000 in the aggregate; and payment of fees and expenses to the
Second Lien agent and Second Lien Lenders, not to exceed $300,000
in the aggregate.

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

       http://bankrupt.com/misc/UnitedSubcon_13WK_Budget.pdf

                    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.


UNITED SUBCONTRACTORS: Court Approves KCC as Notice & Claims Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
United Subcontractors, Inc., and its affiliates to employ Kurtzman
Carson Consultants LLC as notice and claims agent.

KCC is expected to perform notice and claims management and
reconciliation, plan solicitation, balloting, disbursement and
other services, if necessary, at the request of the Debtors or the
Office of Clerk of the Bankruptcy Court.

Michael J. Frishberg, vice president of corporate restructuring
services, told the Court that the Debtors provided KCC with a
$25,000 retainer which will be held solely for the payment of
expenses incurred in relation to the Chapter 11 cases.

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

                    About 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.  The Debtors listed $50 million to
$100 million in assets and $100 million to $500 million in debts.


UNITED SUBCONTRACTORS: Taps Alvarez & Marsal as Financial Advisor
-----------------------------------------------------------------
United Subcontractors, Inc., and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Alvarez & Marsal Securities, LLC, as financial advisor.

A&M will, among other things:

   i) advise the Debtors with respect to a Plan of Reorganization
      and a valuation analyses of the Debtors and their assets;

  ii) assist with the formulation, evaluation and implementation
      of a Plan of Reorganization with the Debtors' businesses;
      and

iii) provide financial advisory services to the Debtors in
      connection with the structuring of any new securities to be
      issued under the Plan.

George Varughese, managing director of A&M, tells the Court that
A&M will receive from the Debtors (i) a $100,000 monthly fee; and
(ii) a $2,750,000 transaction fee less 50% of the aggregate amount
of the monthly fees.

Mr. Varughese assures the Court that A&M is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    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.


VOICE MOBILITY: Debt Holders Agree to Swap Debt for Equity
----------------------------------------------------------
Voice Mobility International, Inc., reached an agreement with its
debt holders to eliminate C$6.7 million in debt from the Company's
balance sheet.

In December 2008, Voice Mobility announced the settlement of a
US$3.2 million liability with Aliant Telecom.  As a continuation
of its commitment to clean up the company's balance sheet and
reduce debt, the closing of the proposed transaction is expected
to eliminate an additional C$6.7 million in debt and result in the
forgiveness of all accrued interest underlying the promissory
notes.

On April 16, 2009, the company entered into an Exchange Agreement
with seven persons holding an aggregate principal amount of
C$6.7 million pursuant to a number of secured promissory notes.
Pursuant to the terms of the agreement, and at the closing
thereof, such holders have agreed to exchange the principal amount
underlying the promissory notes for an aggregate of 19,250,280
convertible preferred shares at a rate of C$0.35 per preferred
share.  The exchange price of the convertible preferred shares is
approximately three and a half times the company's current market
price.  The convertible preferred shares are convertible into
common shares on a one for one basis. The holders have agreed
that, on the closing date, all accrued interest underlying the
notes will be forgiven.

The closing of the Exchange Agreement is subject to the
satisfaction of several conditions, including disinterested
shareholder approval of the transaction at the company's annual
and special meeting to be held on June 11, 2009 and approval from
the TSX.  The closing is also conditional upon shareholders
approving the alteration of the company's articles to increase the
number of authorized preferred shares that may be issued by the
directors in their discretion.  On the closing date, the company
intends to create the new series of preferred shares which are
convertible into common shares on a one for one basis, retractable
by the holder following the 10-year anniversary from the date of
grant at C$0.35 per share and redeemable by the company at any
time upon 30 days notice at C$0.35 per share.

The company has agreed to secure the potential redemption or
retraction amount that may be payable by the company to the
holders of the convertible preferred shares upon the redemption or
retraction of such shares.  The company has agreed to grant a
fixed security interest in favor of the holders in all personal
property held by the company and a floating charge against all
real and personal property held or later acquired by the company.

The company intends to file a copy of the Exchange Agreement and
the proxy statement describing the transaction with the Securities
and Exchange Commission available at http://www.sec.gov/and on
SEDAR available at http://www.sedar.com/

Voice Mobility International, Inc. (CA:VMY) (FRANKFURT: VMY) is a
Vancouver, British Columbia-based developer and provider of
carrier and enterprise messaging solutions.


WESTFALL TOWNSHIP: Deadline to Object to Ch. 9 Petition is May 11
-----------------------------------------------------------------
Objections to the chapter 9 petition filed by Westfall Township
must be filed no later than 5:00 p.m., Eastern Daylight Time, on
Monday, May 11, 2009.  Chief Judge John J. Thomas directs that
objections must be filed electronically, must state the facts and
legal authorities relied upon in support thereof, and must be
served on:

    -- Office of the U.S. Trustee
       228 Walnut Street, Suite 1190
       Harrisburg, PA 17101;

    -- Westfall Township
       c/o Robert F. Bernathy, Esq.
       Klemeyer Farley & Bernathy, LLC
       2523 Route 6, Suite One
       Hawley, PA 18428;

    -- the Township's chapter 9 counsel:

       J. Gregg Miller, Esq.
       Pepper Hamilton LLP
       3000 Two Logan Square
       18th & Arch Streets
       Philadelphia, PA 19103;

    -- any committee appointed pursuant to Sec. 1102 of the
       Bankruptcy Code, or in the absence of such committee,
       the Township's 20-largest unsecured creditors;

    -- David H. Katz and Barbara D. Katz
       c/o Michael D. Kline, Esq.
       Dewey & LeBoeuf, LLP
       1101 New York Avenue, NW
       Washington, DC 20005-4213;

    -- Dime Bank
       Dingmans Ferry Office
       820-822 Church Street
       Honesdale, PA 18431;

    -- Pennstar Bank
       Loan Documentation & Collateral Control
       Oppenheim Building
       409 Lackawanna Avenue
       Scranton, PA 18503; and

    -- any other party who has filed a request for special
       notice with the Court.

If no objection is timely filed, the filing of the petition will
be deemed an order for relief under chapter 9 of the Bankruptcy
Code.

Westfall Township filed its chapter 9 petition (Bankr. M.D. Pa.
Case No. 09-02736) on April 10, 2009.

Chapter 9 of the Bankruptcy Code provides a means for a
municipality, such as the Township, that has encountered financial
difficulty to work with its creditors to adjust its debts.  The
primary purpose of chapter 9 is to allow the municipality to
continue its operations and its provision of services while it
adjusts or restructures creditor obligations.  In a chapter 9
case, the jurisdiction and powers of the bankruptcy court are
limited such that the court may not interfere with any of the
political or governmental powers of the Township, or the
Township's use or enjoyment of any income-producing property.  The
Township intends to propose a plan for its adjustment of its
debts.  During the bankruptcy case, the Township will remain in
possession and control of its property, and will maintain its
operations for the benefit of the public.


ZYNEX INC: Financial Restatement Prompts Securities Class Action
----------------------------------------------------------------
The Brualdi Law Firm, P.C., commenced a lawsuit in the United
States District Court of Colorado on behalf of purchasers of
Zynex, Inc., formerly known as Zynex Medical Holdings, Inc.,
securities between May 21, 2008, and March 31, 2009, inclusive for
violations of the federal securities laws.

No class has yet been certified in the action.  The Complaint
charges Zynex, its CEO Sandgaard, and CFO Allison with violations
of the Sections 10(b) and 20(a) of the Securities Exchange Act of
1934 in connection with Zynex's issuance of materially false
financial statements to the investing public during the Class
Period.  According to the Complaint, the Defendants, in violation
of the Generally Accepted Accounting Principles and Zynex's own
internal polices, misstated the Company's reported net revenues
and accounts receivable for the first three quarters of fiscal
2008.

On April 1, 2009, Zynex said its unaudited financial statements
and press releases issued on results for the first three quarters
of 2008 can no longer be relied upon and would have to issue
restated financial results to reflect adjustments to accounts
receivable and net revenue for such periods.  The Company
announced that it believed the cumulative impact of these
adjustments would be $5.1 million.  This adverse news caused
Zynex's stock price to fall dramatically, injuring Zynex
shareholders.

                           About Zynex

Founded in 1996, Zynex, Inc. -- http://www.zynexmed.com/--
engineers, manufactures, markets, and sells its own design of
electrotherapy medical devices in two distinct markets: standard
digital electrotherapy products for pain relief and pain
management; and the NeuroMove(TM) for stroke and spinal cord
injury rehabilitation.  Zynex's product lines are fully developed,
FDA-cleared, commercially sold, and have been developed to uphold
the Company's mission of improving the quality of life for
patients suffering from impaired mobility due to stroke, spinal
cord injury, or debilitating and chronic pain.

                           *     *     *

As reported by the Troubled Company Reporter on April 13, 2009,
Zynex did not meet the EBITDA covenant and debt service coverage
ratio covenant under its loan agreement with Marquette Healthcare
Finance.  Accordingly, the Company obtained a waiver from
Marquette.


* Venture Capital Investments Plummet in Q1 2009 to 12-Year Low
---------------------------------------------------------------
Venture capitalists invested just $3.0 billion in 549 deals in the
first quarter of 2009, according to the MoneyTree(TM) Report from
PricewaterhouseCoopers (PwC) and the National Venture Capital
Association (NVCA), based on data provided by Thomson Reuters.

Quarterly investment activity was down 47% in dollars and 37% in
deals from the fourth quarter of 2008 when $5.7 billion was
invested in 866 deals.  The quarter, which saw double digit
declines in every major industry sector, marks the lowest venture
investment level since 1997.

"It's no surprise that venture capital investing dropped in the
first quarter," said Tracy Lefteroff, global managing partner of
the venture capital practice at PricewaterhouseCoopers LLP.
"Given the economic turmoil that began in the third quarter of
2008 and continued on into 2009, it's not unexpected that the VCs
would pause to assess the impact on their portfolio companies
before again looking forward to their next investment."

Mark Heesen, president of the NVCA remarked, "These numbers
clearly demonstrate that the venture capital industry is not
immune from the current economic downturn.  Venture capitalists
have slowed their investment pace in order to work with existing
companies that are not able to exit the venture portfolio due to
the shuttered IPO window and the weakening acquisitions market.
That said, those venture firms that have the ability to invest at
this time are doing so as there remain entrepreneurs with game
changing technologies waiting to be funded.  While this drop in
investment is significant, we are not forecasting levels to
continue to fall further.  We would expect a mild and steady
increase in investment throughout the rest of the year,
particularly if the exit pipeline is allowed to clear."

                         Industry Analysis

Declines in the first quarter of 2009 were spread across almost
every industry sector in both the level of dollars and number of
deals.  The Software sector received the highest level of funding
with $614 million going into 138 rounds, a drop of 42% in dollars
and 34% in deals compared to the fourth quarter of 2008.

The Life Sciences sector (Biotechnology and Medical Devices
combined) experienced a 40% decline in terms of dollars and a 31%
drop in deals with $989 million going into 133 rounds.  Investment
in Biotechnology fell 46% to $577 million in the quarter, while
Medical Device investments fell 27% to $412 million.  Investments
in Life Sciences companies represented 33% of all investment
dollars and 24% of all deals in the first quarter, which is in
line with historical norms.

The Clean Tech sector, which crosses traditional MoneyTree
industries and comprises alternative energy, pollution and
recycling, power supplies and conservation, saw a substantial drop
in investment levels with $154 million going into 33 deals in the
first quarter.  This represented an 84% decline in the dollar
level in the Clean Tech sector from the fourth quarter of 2008
when $971 million went into 67 deals. This quarter marks the
lowest investment level for the Clean Tech sector since 2005.  In
a departure from past quarters, the clean tech sector had only one
of the top 10 largest deals in the first quarter.

Internet-specific companies garnered $556 million going into 123
deals in the first quarter, a 31% decrease in dollars over the
fourth quarter of 2008 when $804 million went into 180 deals.
'Internet-Specific' is a discrete classification assigned to a
company with a business model that is fundamentally dependent on
the Internet, regardless of the company's primary industry
category.

Other industry sectors that experienced significant investment
dollar declines in Q1 2009 included Telecommunications (72%
decline) Media and Entertainment (45% decline) and Networking and
Equipment (47% decline).  The only industry sector which
experienced an increase in both dollars and deals in the first
quarter of 2009 was Financial Services. This sector garnered
$108 million into 17 deals, an increase of 26% and 21% in dollars
and deals, respectively.

                       Stage of Development

Seed and Early stage investing fell 45% in terms of dollars and
40% in terms of deals in the first quarter of 2009 with
$852 million invested into 204 deals, compared to the fourth
quarter when venture capitalists invested $1.6 billion into 338
deals.  Seed/Early stage deals accounted for 37% of total deal
volume in the first quarter, down from 39% in the prior quarter.
The average Seed deal in the first quarter was $3.6 million, up
slightly from $3.4 million in the fourth quarter; the average
Early stage deal was $4.3 million in Q1, down from $5.1 million in
the prior quarter.

Expansion stage dollars experienced the steepest decline in the
first quarter, falling 60% in dollars and 47% in deals to
$820 million into 146 deals. Overall, Expansion stage deals
accounted for 27% of venture deals in the quarter compared to 32%
in the fourth quarter of 2008.  The average Expansion stage deal
was $5.6 million, down notably from $7.5 million in the fourth
quarter of 2008.

Investments in Later stage deals fell 35% in dollars and 22% in
deals to $1.3 billion going into 199 rounds.  Later stage deals
accounted for 36% of total deal volume in Q1 compared to 29% in Q4
2008 when $2.1 billion went into 254 deals.  The average Later
stage deal in the first quarter was $6.7 million, which was down
from the prior quarter when the average Later stage deal size was
$8.1 million.

                       First-Time Financings

The dollar value of first-time deals (companies receiving venture
capital for the first time) declined by 48% to $596 million going
into 132 first rounds, compared to the fourth quarter of 2008 when
$1.1 billion went into 246 first-time deals.  First-time
financings accounted for 20% of all dollars and 24% of all deals
in the first quarter compared to 20% of all dollars and 28% of all
deals in the fourth quarter of 2008.

Companies in the Biotechnology, Industrial/Energy and Software
sectors received the highest level of first-time dollars.  The
average first-time deal in the first quarter was $4.5 million
compared to $4.6 million one quarter ago and $5.2 million one year
ago.  Seed/Early stage companies received the bulk of first-time
investments garnering 59% of the dollars and 70% of the deals.

MoneyTree Report results are available online at
http://www.pwcmoneytree.com/and http://www.nvca.org/

The MoneyTree(TM) Report measures cash-for-equity investments by
the professional venture capital community in private emerging
companies in the U.S. It is based on data provided by Thomson
Reuters.  The survey includes the investment activity of
professional venture capital firms with or without a US office,
SBICs, venture arms of corporations, institutions, investment
banks and similar entities whose primary activity is financial
investing.  Where there are other participants such as angels,
corporations, and governments in a qualified and verified
financing round the entire amount of the round is included.
Qualifying transactions include cash investments by these entities
either directly or by participation in various forms of private
placement.  All recipient companies are private, and may have been
newly-created or spun-out of existing companies.

The survey excludes debt, buyouts, recapitalizations, secondary
purchases, IPOs, investments in public companies such as PIPES
(private investments in public entities), investments for which
the proceeds are primarily intended for acquisition such as roll-
ups, change of ownership, and other forms of private equity that
do not involve cash such as services-in-kind and venture leasing.
Investee companies must be domiciled in one of the 50 US states or
DC even if substantial portions of their activities are outside
the United States.

Data is primarily obtained from a quarterly survey of venture
capital practitioners conducted by Thomson Reuters.  Information
is augmented by other research techniques including other public
and private sources.  All data is subject to verification with the
venture capital firms and/or the investee companies.  Only
professional independent venture capital firms, institutional
venture capital groups, and recognized corporate venture capital
groups are included in venture capital industry rankings.

The National Venture Capital Association -- http://www.nvca.org/
-- represents approximately 460 venture capital firms in the
United States.  NVCA's mission is to foster greater understanding
of the importance of venture capital to the U.S. economy, and
support entrepreneurial activity and innovation.  According to a
2007 Global Insight study, venture-backed companies accounted for
10.4 million jobs and $2.3 trillion in revenue in the U.S. in
2006.  The NVCA represents the public policy interests of the
venture capital community, strives to maintain high professional
standards, provides reliable industry data, sponsors professional
development, and facilitates interaction among its members.

The PricewaterhouseCoopers Private Equity & Venture Capital
Practice -- http://www.pwcglobaltech.com-- is part of the Global
Technology Industry Group.  The group is comprised of industry
professionals who deliver a broad spectrum of services to meet the
needs of fast-growth technology start-ups and agile, global giants
in key industry segments: networking & computers, software &
Internet, semiconductors, life sciences and private equity &
venture capital.  PricewaterhouseCoopers is a recognized leader in
each industry segment with services for technology clients in all
stages of growth.

PricewaterhouseCoopers -- http://www.pwc.com/-- provides
industry-focused assurance, tax and advisory services to build
public trust and enhance value for its clients and their
stakeholders.  More than 155,000 people in 153 countries across
our network share their thinking, experience and solutions to
develop fresh perspectives and practical advice.

Thomson Reuters is a leading source of information for businesses
and professionals.  Through a wide range of products and services,
Thomson Reuters helps clients make better decisions, be more
productive and achieve superior results.  Thomson Reuters has
headquarters in New York and employs more than 50,000 people
worldwide.


* Defaults & Bankruptcy Statistics for First Quarter of 2009
------------------------------------------------------------
A dozen companies speculative-grade liquidity ratings defaulted
last month, bringing the total this year through March to 20-a
fourfold increase over the first quarter of 2008, says Moody's
Investor Service Vice-President John Puchalla.

"It may be difficult for the rise in the default rate to stop
unless the warning signs indicated by weaker intrinsic liquidity
can be alleviated by issuers' ability to raise new capital as well
as successfully amend loan covenants," says Mr. Puchalla.

Moody's said early April that a total of 79 corporate debt issuers
that it rated have defaulted in the first quarter of 2009, of
which 35 were recorded in March.  In the first quarter of 2008,
only 16 companies defaulted.  According to the same report, U.S.
speculative-grade default rate ended the first quarter at 7.4%, up
from 1.8% in the same period in 2008.

Across industries over the coming year, Moody's default rate
forecasting model indicates that the Consumer Transportation
sector will be the most troubled in the U.S. and the Durable
Consumer Goods sector will have the highest default rate in
Europe.

                    Chapter 11 Filings Rise 78%

According to Carla Main of Bloomberg News, bankruptcy filings by
larger companies liquidating or reorganizing in Chapter 11 rose
78% in the first quarter from the same period in 2008.  Compared
with the first quarter of 2007, the increase in Chapter 11 filings
was 165%, as the U.S. economy remains mired in the 15th month of
recession.

Bloomberg relates that the picture is equally bleak for consumers
needing relief from debt.  March set a record with almost 131,000
bankruptcy filings of all types, the most for any month since
2005, when Congress erected barriers to individuals looking to rid
themselves of debt.

                  25 Buy-Out Backed Bankruptcies

According to Jennifer Rossa at the Wall Street Journal, there were
25 buyout-backed bankruptcies in the U.S. in the most recent
quarter, versus 22 in the year-ago quarter.  However, the
bankruptcies did get bigger, she noted.

Sun Capital topped the list as four of its companies -- Von Weise,
Fluid Routing Solutions, Drug Fair Group, and Indalex Holdings
Finance -- filed for bankruptcy protection in the first quarter.

Ms. Rossa noted that eight companies in that category on the list
are retailers.

The Wall Street Journal provided this list of the 1Q 2009 buyout
backed bankruptcies:

  Company                       Backers            Date of Filing
  -------                       -------            --------------
  Interlake Material Handling   Wynnchurch Capital      1/7/2009
  Merisant Worldwide            Pegasus Capital        1/12/2009
  Black Angus Steakhouse        Versa Capital          1/16/2009
  Minneapolis Star Tribune      Avista Capital         1/16/2009
  Wall Homes                    Warburg Pincus         1/17/2009
  Von Weise                     Sun Capital Partners   1/21/2009
  Bruno's Supermarkets          Lone Star Funds         2/6/2009
  Fortunoff Holdings            NRDC Equity Partners    2/6/2009
  Fluid Routing Solutions       Sun Capital Partners    2/9/2009
  Muzak Holdings                Abry Partners          2/11/2009
  Pliant Corp.                  CCMP Capital           2/12/2009
  Nailite International         Graham Partners        2/13/2009
  Forward Foods                 Emigrant Capital       2/13/2009
  Aleris International          TPG Capital            2/13/2009
  Everything But Water          Bear Growth            2/25/2009
  Regal Jets LLC                CD Ventures, et al.    2/25/2009
  Robbins Bros.                 Weston Presidio         3/5/2009
  G.I. Joe's                    Gryphon Investors       3/6/2009
  Milacron                      Bayside Capital        3/11/2009
  Masonite International        Kohlberg Kravis        3/17/2009
  Drug Fair Group               Sun Capital Partners   3/19/2009
  Bi-Lo                         Lone Star Funds        3/24/2009
  Sportsman's Warehouse         Seidler Equity         3/24/2009
  Morton Industrial Group       Brazos Private Equity  3/24/2009
  Indalex Holdings Finance      Sun Capital Partners   3/24/2009

                  64 Public Companies that Filed

Sixty-four public companies have filed in Chapter 11 this year,
compared with 30 in the first quarter of 2008, Bloomberg's Bill
Rochelle said, citing Bankruptcydata.com.  In the first three
months of 2007, there were only 16.

Assets listed on balance sheets of the newly filed companies total
almost $101 billion.  By the same time last year, the assets of
filing public companies aggregated $11.7 billion, according to
Bankruptcy Data.

                     16 Billion Dollar Filers

According to TCR's unofficial count, the number of companies with
estimated assets exceeding $1 billion that have filed for Chapter
11 has reached at least 16 in the first quarter of 2009:

                                               (in millions)
   COMPANY                        DATE       ASSETS      DEBTS
   -------                      --------     ------      -----
   Lyondell Chemical Co.         1/06/09    $27,177    $27,345
   Tronox Inc.                   1/12/09     $1,614     $1,237
   Nortel Networks               1/14/09    $11,609    $11,793
   Smurfit-Stone Container Corp. 1/26/09     $7,450     $5,582
   Spectrum Brands Inc.          2/03/09     $2,247     $3,275
   Aleris International, Inc.    2/12/09     $4,168     $3,978
   Trump Entertainment Resorts   2/17/09     $2,056     $1,738
   BearingPoint Inc.             2/18/09     $1,763     $2,232
   Qimonda Richmond LLC          2/20/09    >$1,000    >$1,000
   Spansion Inc.                 3/01/09     $3,840     $2,398
   Magna Entertainment           3/05/09     $1,049       $958
   Masonite International Corp.  3/16/09     $1,527     $2,641
   Chemtura Corp                 3/18/09     $3,060     $1,020
   Herbst Gaming Inc.            3/22/09     $1,022     $1,242
   Charter Communications Inc.   3/27/09    $13,882    $24,186
   IDEARC Inc.                   3/31/09     $1,815     $9,515

                         21 Bank Failures

Banks that were closed by regulators and had the Federal Deposit
Insurance Company appointed as receiver totaled 21 in the first
quarter of 2009.  There were only two banks closed by regulators
in the first quarter of 2008

The banks closed this year by regulators are:

Bank                                            Closing Date
----                                            ------------
Omni National Bank, Atlanta, GA                    03/27/09
TeamBank, National Association, Paola, KS          03/20/09
Colorado National Bank, Colorado Springs, CO       03/20/09
FirstCity Bank, Stockbridge, Georgia               03/20/09
Freedom Bank of Georgia, Commerce, GA              03/06/09
Security Savings Bank, based in Henderson, Nevada  02/27/09
Heritage Community Bank, Glenwood, Ill.            02/27/09
Silver Falls Bank, Silverton, OR                   02/20/09
Pinnacle Bank of Oregon, Beaverton, OR             02/13/09
Corn Belt Bank and Trust Company, Pittsfield, IL   02/13/09
Riverside Bank of the Gulf Coast, Cape Coral, FL   02/13/09
Sherman County Bank, Loup City, NE                 02/13/09
County Bank, Merced, CA                            02/06/09
Alliance Bank, Culver City, CA                     02/06/09
FirstBank Financial Services, McDonough, GA        02/06/09
Ocala National Bank, Ocala, FL                     01/30/09
Suburban Federal Savings Bank, Crofton, MD         01/30/09
MagnetBank, Salt Lake City, UT                     01/30/09
1st Centennial Bank, Redlands, CA                  01/23/09
Bank of Clark County, Vancouver, WA                01/16/09
National Bank of Commerce, Berkeley, IL            01/16/09

A complete list of banks that failed since 2000 is available at:

   http://www.fdic.gov/bank/individual/failed/banklist.html


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
                                               Total
                                              Share-      Total
                                    Total   holders'    Working
                                   Assets     Equity    Capital
  Company             Ticker        ($MM)      ($MM)      ($MM)
  -------             ------       ------   --------    -------
ABSOLUTE SOFTWRE      ABT CN          107         (7)        24
AFC ENTERPRISES       AFCE US         132        (39)        (4)
AMR CORP              AMR US       25,175     (2,935)    (3,439)
ARBITRON INC          ARB US          200        (14)       (29)
AUTOZONE INC          AZO US        5,235       (187)       112
BARE ESCENTUALS       BARE US         300         (0)       146
BLOUNT INTL           BLT US          500        (44)       128
BOEING CO             BAB BB       53,779     (1,294)    (4,961)
BOEING CO             BA US        53,779     (1,294)    (4,961)
BOEING CO-CED         BA AR        53,779     (1,294)    (4,961)
CABLEVISION SYS       CVC US        9,383     (5,354)      (438)
CENTENNIAL COMM       CYCL US       1,414       (993)       148
CENVEO INC            CVO US        1,552       (221)       190
CHENIERE ENERGY       CQP US        1,979       (352)       139
CHENIERE ENERGY       LNG US        2,922       (354)       350
CHOICE HOTELS         CHH US          328       (138)       (15)
CLOROX CO             CLX US        4,398       (403)      (389)
COCA-COLA ENTER       CCE US       15,589        (31)      (491)
CV THERAPEUTICS       CVTX US         364       (222)       246
DELTEK INC            PROJ US         193        (54)        35
DEXCOM                DXCM US          44        (39)        17
DISH NETWORK-A        DISH US       6,460     (1,949)      (882)
DOMINO'S PIZZA        DPZ US          464     (1,425)       105
DUN & BRADSTREET      DNB US        1,586       (851)      (213)
EMBARQ CORP           EQ US         8,371       (608)        (6)
ENERGY SAV INCOM      SIF-U CN        552       (423)      (162)
EXELIXIS INC          EXEL US         402        (56)        82
EXTENDICARE REAL      EXE-U CN      1,806        (40)        95
FORD MOTOR CO         F BB        222,977    (18,651)   (13,313)
FORD MOTOR CO         F US        222,977    (18,651)   (13,313)
GARTNER INC           IT US         1,093        (21)      (238)
GENTEK INC            GETI US         425        (22)        88
HEALTHSOUTH CORP      HLS US        1,998       (700)       (64)
IMAX CORP             IMX CN          229        (97)        34
IMAX CORP             IMAX US         229        (97)        34
IMS HEALTH INC        RX US         2,087       (153)       231
INTERMUNE INC         ITMN US         172       (125)        97
IPCS INC              IPCS US         538        (48)        49
JOHN BEAN TECH        JBT US          591         (9)        93
KNOLOGY INC           KNOL US         643        (56)        26
LINEAR TECH CORP      LLTC US       1,492       (289)       996
MEAD JOHNSON-A        MJN US        1,361     (1,396)        64
MEDIACOM COMM-A       MCCC US       3,719       (347)      (274)
MOODY'S CORP          MCO US        1,773       (994)      (584)
NATIONAL CINEMED      NCMI US         610       (526)        96
NAVISTAR INTL         NAV US        9,623     (1,493)     1,367
NPS PHARM INC         NPSP US         204       (215)        97
OCH-ZIFF CAPIT-A      OZM US        2,003       (219)      N.A.
OSIRIS THERAPEUT      OSIR US         137         (5)        71
OVERSTOCK.COM         OSTK US         172         (3)        40
PALM INC              PALM US         656        (84)        31
PDL BIOPHARMA IN      PDLI US         191       (353)       149
QWEST COMMUNICAT      Q US         20,182     (1,449)      (883)
REGAL ENTERTAI-A      RGC US        2,600       (242)       (93)
RENAISSANCE LEA       RLRN US          57         (5)       (15)
SALLY BEAUTY HOL      SBH US        1,489       (720)       365
SEMGROUP ENERGY       SGLP US         314       (130)      (432)
SONIC CORP            SONC US         821        (43)        27
STAR SCIENTIFIC       STSI US          12         (0)         6
SUCCESSFACTORS I      SFSF US         170         (5)         3
SUN COMMUNITIES       SUI US        1,207        (28)      N.A.
TALBOTS INC           TLB US          971       (183)       (14)
TAUBMAN CENTERS       TCO US        3,072       (163)      N.A.
TEAL EXPLORATION      TEL SJ           50        (72)      (105)
THERAVANCE            THRX US         236       (135)       166
UAL CORP              UAUA US      19,461     (2,465)    (2,420)
UNITED RENTALS        URI US        4,191        (29)       276
US AIRWAYS GROUP      LCC US        7,214       (505)      (626)
VERIFONE HOLDING      PAY US          840        (38)       308
VERIFONE HOLDING      VF2 GR          840        (38)       308
VERIFONE HOLDING      PAY IT          840        (38)       308
WARNER MUSIC GRO      WMG US        4,465        (41)      (412)
WEIGHT WATCHERS       WTW US        1,107       (888)      (270)
WESTERN UNION         WU US         5,578         (8)       528
WR GRACE & CO         GRA US        3,876       (354)       965
YUM! BRANDS INC       YUM US        6,527       (108)      (771)



                            *********

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 ***