TCR_Public/090422.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, April 22, 2009, Vol. 13, No. 110

                            Headlines


A&A ASSOCIATES: Voluntary Chapter 11 Case Summary
ABC INVESTMENT: Voluntary Chapter 11 Case Summary
ABKDH LLC: Case Summary & Largest Unsecured Creditor
ABM GROUP: Voluntary Chapter 11 Case Summary
ABSPOKE 2005-IB: S&P Withdraws 'BB-' Rating on Notes

ADDED INCENTIVES: Voluntary Chapter 11 Case Summary
ADVANTAGE RENT-A-CAR: Employees Being Rehired by Hertz
AKJ MANAGEMENT: Voluntary Chapter 11 Case Summary
ALEXANDER SADUSKY: Case Summary & 16 Largest Unsecured Creditors
ALFRED MADEIRA: Voluntary Chapter 11 Case Summary

ALL AMERICAN PLAZAS: Voluntary Chapter 11 Case Summary
AMERICAN FIBERS: Court Extends Plan Filing Deadline to July 20
AMERICAN INT'L: Will Transfer AIU Holdings to SPV for Separation
AMERICAN SECURED: Voluntary Chapter 11 Case Summary
APPLETON PAPERS: S&P Affirms Corporate Credit Rating at 'B'

ARMS & COLE: Case Summary & 22 Largest Unsecured Creditors
ARRANGEMENT CONDOMINIUM: Case Summary & 6 Largest Unsec. Creditors
ARTS DAIRY: Voluntary Chapter 11 Case Summary
ASYST TECHNOLOGIES: Case Summary & 30 Largest Unsecured Creditors
ASYST TECHNOLOGIES: Has $296-Mil. in Assets, $315-Mil. in Debts

ATHEROGENICS INC: Court Approves Disclosure Statement to Plan
AUTO INTEGRITY: Voluntary Chapter 11 Case Summary
AUTOBACS STRAUSS: Gets Approval of $20 Million DIP Financing
AVIS BUDGET: S&P Corrects Rating Release; Affirms 'CCC+' Rating
B CUBED: Voluntary Chapter 11 Case Summary

BAY POINT: S&P Withdraws 'BB' Rating on $125 Mil. Loan
BEACON PLUMBING: Case Summary & 20 Largest Unsecured Creditors
BERNARD MADOFF: A. Nisselson Named Interim Trustee for Ch. 7 Case
BERNARD L. MADOFF: Judge Blocks Assets Transfer to Ch. 7 Case
BETHANY HOLDINGS: U.S. Trustee Forms Seven-Member Creditor Panel

BETTINA CORP: Voluntary Chapter 11 Case Summary
BLOOMSOUTH FLOORING: Case Summary & 20 Largest Unsecured Creditors
BRADY & HORNE: Case Summary & 20 Largest Unsecured Creditors
B.R.L. DEVELOPMENT: Case Summary & 13 Largest Unsecured Creditors
BRODER BROS: May File for Chapter 11 If Debt Swap Fails

BRUCE BREWSTER: Voluntary Chapter 11 Case Summary
CAMELOT GARDEN HOMES: Case Summary & 19 Largest Unsec. Creditors
CANFOR CORP: Curtails Work at 6 Mills in British Columbia, Alberta
CANWEST MEDIA: Moody's Downgrades Default Rating to 'Ca/LD'
CANYON LAKEVIEW: Case Summary & 2 Largest Unsecured Creditors

CAPITOL HOMES: Case Summary & 20 Largest Unsecured Creditors
CHARLES CROWELL: Voluntary Chapter 11 Case Summary
CHARTER COMMS: Pacific's Case Summary & 80 Unsecured Creditors
CHASE OAKS VILLAGE: Voluntary Chapter 11 Case Summary
CHRISTO BARDIS: Files Reorganization Plan and Disc. Statement

CLEARWATER NATURAL: Court Sets June 1 as Claims Bar Date
CHRYSLER LLC: Lenders' Steering Committee Submits Counterproposal
CHRYSLER LLC: To Get Up To $500 Million in Additional Gov't Loans
CHRYSLER LLC: Lenders Reject Treasury's Plea for Cutting Debt
COASTAL VENTURES: Case Summary & 20 Largest Unsecured Creditors

CORBETT HOLDINGS: Voluntary Chapter 11 Case Summary
CORCORAN ENVIRONMENTAL: Case Summary & 20 Largest Unsec. Creditors
CRAGMERE ASSOCIATES: Voluntary Chapter 11 Case Summary
CU FLEET: Case Summary & 20 Largest Unsecured Creditors
CVC FOODS: Voluntary Chapter 11 Case Summary

DACO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
DAIRY CAPITAL: Voluntary Chapter 11 Case Summary
DALE DISHMAN: Case Summary & 20 Largest Unsecured Creditors
DAVID TELLER: Case Summary & 11 Largest Unsecured Creditors
DAVID'S AUTO: Case Summary & 20 Largest Unsecured Creditors

DAYTON SUPERIOR: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
DAYTON SUPERIOR: Lenders Object to Loan; Interim DIP Order Signed
DBOW INC: Case Summary & 20 Largest Unsecured Creditors
DIAL-A-MATTRESS: Auction for All Assets on May 18
DIAL-A-MATTRESS: Hires Trenwith to Manage Sec. 363 Sale

DMD TOWNE: Voluntary Chapter 11 Case Summary
DOLLAR THRIFY: Expects Rental Revenues to Hike 2% in Q1
DOUGLAS ANDERSON: Voluntary Chapter 11 Case Summary
DOUGLAS DYNAMICS: S&P Gives Stable Outlook; Affirms 'B+' Rating
DRUG FAIR: Starts Disposition of Assets Not Part of Walgreen Deal

EDWARD FRISBIE: Case Summary & 20 Largest Unsecured Creditors
EDWARD H HERMANSON: Voluntary Chapter 11 Case Summary
ELLISON PLAZA: Case Summary & Five Largest Unsecured Creditors
ENDURANCE BUSINESS: S&P Downgrades Corp. Credit Rating to 'CCC'
EQUITY MEDIA: TV Station Auction Brings $21 Million

ERVING INDUSTRIES: Files for Chapter 11 Bankruptcy Protection
ERVING INDUSTRIES: Case Summary & Largest Unsecured Creditors
EUROFRESH INC: Case Summary & 30 Largest Unsecured Creditors
EVA-TONE INC: Deadline to File Exit Plan Stretched to April 30
FANITA RANCH: Involuntary Chapter 11 Case Summary

FIA CARD: Moody's Cuts Bank Financial Strength Rating to 'D+'
FIDELITY FOODS: Voluntary Chapter 11 Case Summary
FILENE'S BASEMENT: Liquidity Crisis Prompts Sale to Buxbaum Group
FM PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
FORD MOTOR: Expects China Sales to Rise 10% This Year

FREDY VAZQUEZ: Voluntary Chapter 11 Case Summary
FREMONT GENERAL: Reaches Settlement with Calif. and Massachusetts
FRENCH LICK: Moody's Downgrades Default Rating to 'Ca/LD'
FRENCH LICK: S&P Raises Corporate Credit Rating to 'CC' from 'SD'
GANNETT CO: Moody's Reviews 'Ba1' Corporate Family Rating

GARCIA EXPRESS: Case Summary & 8 Largest Unsecured Creditors
GENERAL MOTORS: To Get Up To $5 Billion in Additional Gov't Loans
GENERAL MOTORS: To Be Forced to Ch. 11 If Plan Still Unviable
GENERAL MOTORS: Will Lay Off 1,600 Salaried Workers This Week
GENERAL MOTORS: "Likely" to Build Factory in China

GEORGIA-PACIFIC LLC: Moody's Puts 'Ba3' Rating on Senior Notes
GEORGIA-PACIFIC LLC: S&P Assigns 'BB-' Rating on $600 Mil. Notes
GLOBAL OUTREACH: U.S. Trustee Form Six-Member Creditors Committee
GMAC COMMERCIAL: Fitch Puts Ratings on 11 Notes on Negative Watch
GRAY TELEVISION: Possible Breach of Pact Cues S&P's Junk Rating

GREEN WOOD: Case Summary & 16 Largest Unsecured Creditors
GREENBRIER HOTEL: Exit Plan Hinges on CBA Rejection, CSX Waiver
GREENWICH PLAZA: Case Summary & Largest Unsecured Creditor
GULF STATES: Case Summary & 20 Largest Unsecured Creditors
HANLEY WOOD: S&P Downgrades Corporate Credit Rating to 'B-'

HAMPSHIRE GROUP: Unveils Restructuring and Cost Reduction Plan
HARDCOURT DEVELOPMENT: Case Summary & 2 Largest Unsec. Creditors
HARRAH'S ENTERTAINMENT: Moody's Affirms 'Caa3' Corp. Family Rating
HARRELSON UTILITIES: Case Summary & 20 Largest Unsecured Creditors
HAYES LEMMERZ: Talking With Creditors, Financials Late

HECTOR SANCHEZ: Voluntary Chapter 11 Case Summary
HERTZ CORP: Begins Rehiring Advantage Rent-A-Car Employees
HLI OPERATING: Moody's Downgrades Corp. Family Rating to 'Caa3'
HEXION SPECIALTY: Moody's Cuts Corporate Family Rating to 'B3'
HOFMANN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors

HOPE 7 MONROE STREET: Voluntary Chapter 11 Case Summary
INCORE CONSTRUCTION: Case Summary & 13 Largest Unsecured Creditors
JAMES MICHEL: Voluntary Chapter 11 Case Summary
JAROSLAV P STULC: Case Summary & Largest Unsecured Creditors
JEVIC TRANSPORTATION: Authorized to Use Cash Collateral

JIMMY RUSHING: Case Summary & 20 Largest Unsecured Creditors
JOE DEAN: Voluntary Chapter 11 Case Summary
JOHN MCARDLE: Case Summary & 6 Largest Unsecured Creditors
JOHNS MANVILLE: Supreme Court Hears on Judges Power to Block Suits
JOHNSON'S IMPORTS: Voluntary Chapter 11 Case Summary

JOURNAL REGISTER: Court to Hear Chapter 11 Plan Terms on May 5
JOY INVESTMENT: Case Summary & 54 Largest Unsecured Creditors
JSK CUSTOMS: Voluntary Chapter 11 Case Summary
JUNG MUK LIM: Case Summary & 18 Largest Unsecured Creditors
KOCH GROUP: Voluntary Chapter 11 Case Summary

LAKE WORTH: Voluntary Chapter 11 Case Summary
LEHIGH COAL: Receives Court Approval for Cash Collateral Use
LENDER PROCESSING: Says Dow Jones Article Has "Inaccuracies"
LENNAR CORP: Faces Class Suit for Sulfur Emission from Drywall
LEXINGTON VILLAGE: Voluntary Chapter 11 Case Summary

LIFECARE HOLDINGS: Moody's Affirms 'Caa1' Corporate Family Rating
LILLIE M. GOSS: Voluntary Chapter 11 Case Summary
LISA G. PINEGAR: Case Summary & 11 Largest Unsecured Creditors
LOCO REALTY: Case Summary & 7 Largest Unsecured Creditors
LOUIS F. DOYLE: Case Summary & 20 Largest Unsecured Creditors

LOUISIANA VENTURE: Case Summary & 11 Largest Unsecured Creditors
LUKES SERVICES: Case Summary & 2 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Wins Final Nod for Revised DIP Loans
MAD LOLO: To Maintain Frederick's Madison Operations
MAGNA ENTERTAINMENT: Seeks to Proceed with Sale of Tracks

MARVIN FACTOR: Voluntary Chapter 11 Case Summary
MEIGS FIELD AIRPORT: Voluntary Chapter 11 Case Summary
MGM MIRAGE: Nears Deal with Dubai Work on CityCenter Funding
MIDWAY GAMES: AHS Appeals Cash Use Order, Says Firm Not Worth $30M
MIDWAY PODIATRY: Voluntary Chapter 11 Case Summary

MILITARY WEAR: Case Summary & 20 Largest Unsecured Creditors
MONACO COACH: Hires Focus Management as Financial Advisor
MORRIS NMN WHITENER: Case Summary & 20 Largest Unsec. Creditors
MOTOR COACH: Emerges From Chapter 11 Bankruptcy
MRU HOLDINGS: Murray Frank Files Securities Class Action

MUHAMMAD ADENWALA: Case Summary & 20 Largest Unsecured Creditors
MUZAK HOLDINGS LLC: Court OKs KEIP, Retention of Professionals
MVP BUILDING: Case Summary & 20 Largest Unsecured Creditors
NASHVILLE JET: Case Summary & 20 Largest Unsecured Creditors
NATIONAL BEEF: Membership Redemption Won't Move S&P's 'B+' Rating

NESHCO CORP: Case Summary & 20 Largest Unsecured Creditors
NOBLE INTERNATIONAL: Taps Conway MacKenzie as Financial Advisors
NOBLE INTERNATIONAL: Wants Access to Collateral, Loans from Big 3
NORTHEAST BIOFUELS: Bonus Plan Targets June 15 Sale or Emergence
OBTEEN N. NASSIRI: Voluntary Chapter 11 Case Summary

OIL & GAS EQUIPMENT: Voluntary Chapter 11 Case Summary
PACIFIC ENERGY: Union Oil Objects to $40 Million DIP Financing
PALISADES COUNTRY CLUB: Case Summary & 7 Largest Unsec. Creditors
PARKWOOD STONEBROOK: Voluntary Chapter 11 Case Summary
PAUL REINHART: Files Chapter 11 Plan of Liquidation

PHILADELPHIA NEWSPAPERS: Gets Cash Collateral Use Extensions
PHILADELPHIA NEWSPAPERS: Court Denies Hiring of Special Counsel
PINE PLACE: Case Summary & 4 Largest Unsecured Creditors
PLAZA MANAGEMENT: Given Extension of Temporary Chapter 15 Relief
PROPEX INC: Wayzata Sale Approved; To Repay DIP Loan from Proceeds

QUANTUM CORP: Enters Into Amendment to Credit Agreement
QUEBECOR WORLD: Overview and Summary of Chapter 11 Plan
QUEBECOR WORLD: Seeks to Assume Pfizer Real Property Lease
QUEBECOR WORLD: Inks Confidential Settlement With LL Bean
QUEBECOR WORLD: Cuts Jobs in Memphis, Reduces Pay at Calif. Plant

QUICKSILVER RESOURCES: Borrowing Base Won't Affect S&P's B Rating
RAYMOND CRONKITE: Case Summary & 20 Largest Unsecured Creditors
RAYMUND CULLY: Voluntary Chapter 11 Case Summary
RED TOP: Case Summary & 2 Largest Unsecured Creditors
RED TOP RENTALS: Case Summary & 20 Largest Unsecured Creditors

REDWOOD RELIANCE: Case Summary & 20 Largest Unsecured Creditors
RETAIL VENTURES: Mulls Liquidity Options; Sells Filene's Basement
RICHARDS CONDITIONING: Case Summary & 20 Largest Unsec. Creditors
RHODES COMPANIES: Section 341(a) Meeting Scheduled for May 7
RHODES COMPANIES: Lender Group Wants Trustee Or Case Dismissal

ROGER RALPH: Case Summary & 4 Largest Unsecured Creditors
SCHIAPPA FOODS: Voluntary Chapter 11 Case Summary
SCRIPPS VILLA: Case Summary & 10 Largest Unsecured Creditors
SEC ENTERPRISE: Case Summary & 11 Largest Unsecured Creditors
SEMGROUP LP: Seek to Provide Incentives to SemMaterials Employees

SEMGROUP LP: Seeks to Hire Deloitte as Accounting Consultants
SEMGROUP LP: Seeks to Employ Stinnett as SOX Consultants
SEMGROUP LP: Court Approves Valuation Research Engagement
SEMGROUP LP: Producers Panel Wants to Prosecute Claims vs. J. Aron
SHANE CO: Seeks Until August 10 to File Chapter 11 Plan

SHANE CO: Asks Court to Set June 29 as Claims Bar Date
SEVENTY SPRUCE: Voluntary Chapter 11 Case Summary
SHIVANCHAL INC: Case Summary & 3 Largest Unsecured Creditors
SIDNEY KIMMEL: Files for Chapter 11 Bankruptcy Protection
SIGNATURE ALUMINUM: In Ch. 7 Liquidation; Ex-Employees File Suits

SIX FLAGS: Inevitable Default Cues Fitch to Junk Issuer Rating
SOLAR COSMETIC: Court Confirms Liquidating Plan
SOUTHERN ELEGANT HOMES: Case Summary & 17 Largest Unsec. Creditors
SPURS ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
ST THOMAS SELF STORAGE: Voluntary Chapter 11 Case Summary

STEPHEN SCALESE: Case Summary & 9 Largest Unsecured Creditors
STRATOS GLOBAL: S&P Raises Corporate Credit Rating to 'BB'
SUN MICROSYSTEMS: Deal Won't Affect S&P's Ratings on Oracle
SUN MICROSYSTEMS: Oracle to Buy Company Common Stock for $7.4BB
SUN MICROSYSTEMS: Moody's Reviews 'Ba1' Corporate Family Rating

SUN MICROSYSTEMS: S&P Puts 'BB+' Ratings on Positive CreditWatch
SWORD BELIEVERS: Voluntary Chapter 11 Case Summary
SYNIVERSE TECHNOLOGIES: S&P Corrects Ratings on System Error
SYNTAX-BRILLIAN: Awaits Court Approval for Reorganization Plan
TALLYGENICOM LP: German Liquidator Held in Contempt

ULTRA STORES: Creditors Have Until May 20 to File Proofs of Claim
ULTRA STORES: Proposes to Hire Bieri & Ames as Legal Counsel
UNI-MARTS LLC: Settles With Defaulting Buyer Atlantis Petroleum
UNISYS CORP: Reviews Debt Options as Credit Line Set to Expire
UNITED ROBOTICS: Voluntary Chapter 11 Case Summary

VAIL GROUP: Voluntary Chapter 11 Case Summary
VALLEY SQUARE: Voluntary Chapter 11 Case Summary
VALUE CITY: Bankruptcy May Hurt Retail Ventures' Operations
VAQUERO DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
VERNICK FINANCE: Files Chapter 11 in Detroit

VIKING INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
VLADIMIR GUREVICH: Case Summary & 14 Largest Unsecured Creditors
W.R. GRACE: Claims Misconduct in Libby Trial; Execs Seek Acquittal
WASHINGTON GAMING: Wants Vancouver As Foreign Main Proceeding
WCI COMMUNITIES: Court to Hear Plan Extension on April 30

WEEMS RESORTS: Case Summary & 5 Unsecured Creditors
WHE HOLDINGS: Wants to Hire Brownstein Hyatt as Bankruptcy Counsel
WHITEHEAD BROTHERS: Case Summary & 20 Largest Unsecured Creditors
WHITNEY HERITAGE III: Voluntary Chapter 11 Case Summary
WIMPEE'S FLOOR CENTER: Case Summary & 14 Largest Unsec. Creditors

WINE SPECIALIST: Case Summary & 14 Largest Unsecured Creditors
WMI: Case Summary & 5 Largest Unsecured Creditors
WSS INVESTMENTS: Case Summary & Largest Unsecured Creditor
Z GALLERIE: Court to Consider CNB Cash Collateral Access on May 19
Z GALLERIE: Has until May 11 to File Schedules and Statements

Z GALLERIE: Taps Pachulski Stang as General Bankruptcy Counsel
ZIONS BANCORPORATION: Moody's Cuts Bank Strength Rating to 'D-'

* Moody's SGL-Rated Issuer Defaults Jump to a Record in March
* Circuits Evenly Split on Student Loan Discharge Timing
* Claim Settlements Are Contested Claim Allowances, Court Rules

* Credit Card Payoff Is Preferential Transfer
* Turnaround Expert Presents Model for Fixing US Broken Companies

* Upcoming Meetings, Conferences and Seminars


                            *********

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

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Middle District of Pennsylvania

Judge: John J Thomas

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square, Suite 1930
                  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 its 20 largest unsecured
creditors when it filed its petition.

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


ABC INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: ABC Investment Group, LLC
        1825 Satellite Boulevard
        Duluth, GA 30097

Bankruptcy Case No.: 09-69736

Chapter 11 Petition Date: April 14, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: M. Denise Dotson, Esq.
                  M. Denise Dotson, LLC
                  170 Mitchell St.
                  Atlanta, GA 30303
                  Tel: (404) 526-8869
                  Fax: (404) 526-8855
                  Email: ddotsonlaw@me.com

Estimated Assets: $0 to $50,000

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

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

            http://bankrupt.com/misc/ganb09-69736.pdf

The petition was signed by Pablo Torrealba, member of the Company.


ABKDH LLC: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: ABKDH, LLC
        30 Bellona Arsenal Road
        Midlothian, VA 23113

Bankruptcy Case No.: 09-32130

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Eastern District of Virginia

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 is:

     Townebank
     c/o Laura M. Arcand
     1 Olde Oyster Point Rd Ste 300
     Newport News, VA 23602

Townebank has a guarantee, contingent and unliquidated claim for
$7,174,134.

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


ABM GROUP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: ABM Group, Inc.
        300 E. Moore Avenue
        Terrell, TX 75160

Bankruptcy Case No.: 09-32095

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Bertha Madrigal, owner.


ABSPOKE 2005-IB: S&P Withdraws 'BB-' Rating on Notes
----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' rating on
the notes issued by ABSpoke 2005-IB Ltd.

S&P withdrew the rating following the optional termination
redemption that took place on April 15, 2009, pursuant to section
8.06(a)(i) of the indenture dated May 19, 2005.

                         Rating Withdrawn

                       ABSpoke 2005-IB Ltd.

                                    Rating
                                    ------
                    Class          To   From
                    -----          --   ----
                    ABSpoke        NR   BB-

                          NR-Not rated.


ADDED INCENTIVES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Added Incentives, Inc.
        19333 Clay Rd.
        Katy, TX 77449

Bankruptcy Case No.: 09-32315

Debtor-affiliates filing separate Chapter 11 petitions:

   Case No.   Affiliate
   --------   ---------
   09-32321   D. Hanks Enterprises
   09-32322   Cambury Place LLC Steen
   09-32326   Williams, Williams & Hanks LLC

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Southern District of Texas (Houston)

Debtor's Counsel: Beverly A Barr, Esq.
                  Hodge & Barr
                  3400 Montrose, Ste 545
                  Houston, Tx 77006
                  Tel: 713-529-7667
                  Fax: 713-529-7655
                  Email: beverly.barr@sbcglobal.net

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

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

The Debtors do not have creditors who are not insiders.

The petition was signed by Duan Hanks, the company's president.


ADVANTAGE RENT-A-CAR: Employees Being Rehired by Hertz
------------------------------------------------------
The Hertz Corporation is operating Advantage Rent A Car.  Hertz
acquired on April 9, 2009, Advantage Rent A Car locations in four
key leisure markets -- Orlando, Denver, Phoenix, and Salt Lake
City -- and has begun the process to rehire Advantage employees.
Hertz is meeting with and interviewing former Advantage employees
to provide employment opportunities to those individuals and the
Company anticipates it will make any applicable job offers to
Advantage employees beginning Friday, April 24, 2009.

"Hertz is excited to take over the operation of Advantage Rent A
Car," commented Joseph R. Nothwang, Hertz President, the Americas
and Pacific.  "In addition to leveraging Advantage's presence in
the top leisure markets, Hertz plans on tapping into Advantage's
existing talent pool, offering employees the option of continuing
to work for the company once they meet Hertz's pre-employment
qualifications.  Of the approximately 200 employees in the four
cities where Advantage is operational, we hope to offer the
majority work opportunities."

With four cities and eight locations fully operational, Hertz
plans to continue taking control of Advantage operations in key
leisure markets through early summer and will continue to
interview former Advantage employees for potential employment.
Additional openings include -- Burbank, Colorado Springs, Ft.
Myers, Honolulu, Los Angeles, Maui, Palm Springs, Reno, San
Antonio, San Diego, Seattle, and Tucson.

Advantage had previously issued a Warn Act letter to all local
Advantage employees due to legal requirements.  However, Hertz has
indicated its intent to retain Advantage employees who meet pre-
employment qualifications.

On March 31, Hertz prevailed in a U.S. bankruptcy court auction
for the assets of Advantage Rent A Car. Advantage operated
primarily from rental locations at key tourist travel destinations
in the U.S.  The Bankruptcy Court formally approved Hertz's bid on
April 6 and the Company finalized the acquisition on April 9,
2009.

The Hertz Corporation, a subsidiary of Hertz Global Holdings,
Inc., is the world's largest general use car rental brand,
operating from approximately 8,000 locations in 145 countries
worldwide.  Hertz is the number one airport car rental brand in
the U.S. and at 42 major airports in Europe, operating both
corporate and licensee locations in cities and airports in North
America, Europe, Latin America, Australia and New Zealand.  In
addition, the Company has licensee locations in cities and
airports in Africa, Asia, and the Middle East. Product and service
initiatives such as Hertz #1 Club Gold(R), NeverLost(R)
customized, onboard navigation systems, SIRIUS Satellite Radio,
and unique cars and SUVs offered through the company's Prestige,
Fun and Green Collections, set Hertz apart from the competition.

In 2008, the Company launched Connect by Hertz, entering the
global car sharing market in London, New York City and Paris.
Hertz also operates one of the world's largest equipment rental
businesses, Hertz Equipment Rental Corporation, offering a diverse
line of equipment, including tools and supplies, as well as new
and used equipment for sale, to customers ranging from major
industrial companies to local contractors and consumers from
approximately 330 branches in the United States, Canada, China,
France and Spain.

                       About Hertz Corp.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

                  About Advantage Rent A Car

Advantage Rent A Car -- http://www.advantage.com-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations.  It is privately held by Denny Hecker Family
Ventures, with headquarter operations in Minneapolis.  Advantage
serves travel and leisure, lifestyle, business, government and
insurance replacement rentals.  The Hecker group of companies
include automobile dealerships, leasing, daily automobile and
motorcycle rental, commercial, and residential real estate
development, aviation, hospitality, and technology.

As reported by the Troubled Company Reporter on Dec. 10, 2008,
Advantage Rent A Car filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Minnesota.


AKJ MANAGEMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: AKJ Management, Inc.
        1134 Sonora Court
        Royse City, TX 75189

Bankruptcy Case No.: 09-32105

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Northern District of Texas (Dallas)

Judge: Barbara J. Houser

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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Bertha Madrigal, owner.


ALEXANDER SADUSKY: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alexander John Sadusky
        31 Lagoon Drive
        Wrightsville Beach, NC 28480

Bankruptcy Case No.: 09-02842

Chapter 11 Petition Date: April 6, 2009

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

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252 633-2700
                  Fax: 252 633-9600
                  Email: efile@stubbsperdue.com

Total Assets: $2,091,610

Total Debts: $5,878,718

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb09-02842.pdf


ALFRED MADEIRA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Alfred L. Madeira
        3348 Shinnecock Drive
        Chambersburg, PA 17202

Bankruptcy Case No.: 09-02819

Chapter 11 Petition Date: April 14, 2009

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Craig A. Diehl, Esq.
                  Law Offices of Craig A. Diehl
                  3464 Trindle Road
                  Camp Hill, PA 17011-4436
                  Tel: 717 763-7613
                  Fax: 717 763-8293
                  Email: cdiehl@cadiehllaw.com

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

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

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

            http://bankrupt.com/misc/pamb09-02819.pdf

The petition was signed by Alfred L. Madeira.


ALL AMERICAN PLAZAS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: ALL AMERICAN PLAZAS, INC.
           aka DOSWELL ALL AMERICAN
           aka GABLES OF HARRISBURG
           aka MILTON ALL AMERICAN
           aka CLARK FERRY ALL AMERICAN
           aka GABLES OF CARLISLE
           aka BELMONT ALL AMERICAN
           aka CARNEYS POINT ALL AMERICAN
           aka STRATTANVILLE ALL AMERCICAN
           aka GABLES OF fRYTOWN
           aka BREEZEWOOD ALL AMERICAN
           aka FRYSTOWN ALL AMERICAN
        C/O ABLE ENERGY, INC.
        1140 6TH AVNUE, 18TH FLOOR
        NEW YORK, NY 10036

Bankruptcy Case No.: 09-11809

Chapter 11 Petition Date: April 6, 2009

Debtor-affiliates that filed separate Chapter 11 petitions on
March 4, 2009:

   Affiliate                             Case No.
   ---------                             --------
   Clarks Ferry Properties, Inc.         09-10971
   Frystown All American Properties Inc. 09-10972

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

Judge: James M. Peck

Debtor's Counsel: Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene Genovese & Gluck
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050
                  Email: rrl@robinsonbrog.com

Estimated Assets: not indicated

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 Richard Mitstifer, the company's
president.


AMERICAN FIBERS: Court Extends Plan Filing Deadline to July 20
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted AFY
Holding Company and its wholly owned subsidiary, American Fibers
and Yarns Company a second extension of their exclusive plan
filing periods.  Judge Peter J. Walsh extended the Debtors' plan
filing deadline to July 20, and their period to solicit
acceptances of that plan until September 16, 2009.

The Debtors told the Court that during the first extension of
their exclusive periods, they were able to secure Court approval
for the sale of their Bainbridge, Georgia facility as well as
their machinery and equipment.  In light of the foregoing efforts,
the Debtors related that have not had ample opportunity to fully
develop, in consultation with the Official Committee of Unsecured
Creditors, a Chapter 11 plan.

                       About American Fibers

Headquartered in Chapel Hill, North Carolina, American Fibers and
Yarns Company -- http://www.afyarns.com/-- manufactures solution-
dyed Polypropylene yarns in its Bainbridge, Georgia and Afton,
Virginia production facilities for distribution throughout the
United States.  American Fibers is 100% owned by AFY Holding
Company.

On Sept. 22, 2008, AFY Holding and American Fibers and Yarns filed
voluntary petitions seeking Chapter 11 relief (Bankr. D. Del. Lead
Case No. 08-12175).  Edward J. Kosmowski, Esq., Michael R. Nestor,
Esq., Robert F. Poppiti, Jr., Esq., and Nathan D. Grow, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represent the Debtors as
counsel.  RAS Management Advisors, LLC serves as the Debtors'
restructuring advisors.  Epiq Bankruptcy Solutions, LLC serves as
the Debtors' claims, noticing and balloting agent.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Kenneth A. Rosen,
Esq., Sharon L. Levine, Esq., Eric H. Horn, Esq., and Sean E.
Quigley, Esq., at Lowenstein Sandler PC, represents the Debtors as
counsel.  William P. Bowden, Esq., Don A. Beskrone, Esq, and
Amanda M. Winfree, Esq., at Ashby & Geddes, P.A., represent the
Committee as Delaware counsel.  When the Debtors sought bankruptcy
protection from their creditors, they listed assets and debts of
between $10 million and $50 million each.


AMERICAN INT'L: Will Transfer AIU Holdings to SPV for Separation
----------------------------------------------------------------
American International Group, Inc., it will accelerate steps to
position AIU Holdings (AIU Holdings, Inc., and AIU Holdings LLC)
as an independent entity by transferring the company to a special
purpose vehicle (SPV) in preparation for the potential sale of a
minority stake in the business, which ultimately may include a
public offering of shares, depending on market conditions.  This
is the first step in the process that was announced on March 2
that will result in AIU Holdings' having a board of directors,
management team, and brand distinct from AIG.

Under the plan announced on March 2, AIU Holdings will serve as
the holding company for AIG's Commercial Insurance, Foreign
General Insurance, and Private Client Group units.

"Placing AIU Holdings into an SPV marks the latest significant
step to position our strong insurance companies as independent
businesses, which will benefit all stakeholders, including
policyholders, employees, and distribution partners," said Edward
Liddy, chairman and chief executive officer of AIG.

Under the SPV arrangement, AIG intends to contribute the equity of
AIU Holdings into an SPV in exchange for preferred and common
interests in the SPV.  AIG also intends to purchase from AIU
Holdings its equity interests in International Lease Finance
Corporation, United Guaranty Corporation, and Transatlantic
Holdings, Inc.  The sale of these interests to AIG further
separates the property casualty operations from AIG and its other
affiliates.  Moreover, the sales clarify the businesses of AIU
Holdings, improve the quality of its capital, and help position
the company for continued success in the future.

"Taken together, these actions accelerate the move of AIU Holdings
toward greater independence," said Kristian P. Moor, president of
AIU Holdings, Inc.  "Securing the value of these well capitalized
insurance companies, which had net written premiums of about
$36 billion in 2008 serving millions of clients around the world,
is in the best interests of policyholders and the American
taxpayer.  We are very excited to begin this new chapter in the
life of one of the world's pre-eminent global insurance
organizations."

"AIU Holdings is a unique global franchise, and today's actions
signal that the franchise will remain a leader in the general
insurance industry for years to come," said Nicholas C. Walsh,
vice chairman of AIU Holdings, Inc.

According to the Federal Reserve Bank of New York: "This action is
an important next step in the company's efforts to place key
business units in the best position to optimize their operations
and maximize their value. It is in the best interests of the
American taxpayers, the company and its customers and employees
that these efforts succeed."

AIU Holdings has initiated a review of its holding company and
subsidiary brands aimed at distinguishing these well-capitalized
businesses from AIG.

                  About American International

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

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

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

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

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

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

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

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


AMERICAN SECURED: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: American Secured Storage of Rockwall, L.L.C.
           dba 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: U.S. 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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Susan Gaskill, the Company's owner and
manager.


APPLETON PAPERS: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Appleton Papers Inc.  At the same time,
S&P removed all ratings from CreditWatch with negative
implications, where they were initially placed on December 5,
2008.  The outlook is negative.

S&P lowered the issue-level ratings on Appleton's senior secured
bank credit facilities to 'B+' from 'BB-' and revised the recovery
ratings to'2' from '1', indicating the expectation for substantial
(70%-90%) recovery in the event of a payment default.  This action
resulted from the decline in enterprise value in S&P's simulated
default analysis because EBITDA is lower than previously expected.

"The affirmation reflects our expectation that while Appleton will
continue to generate weak credit measures because of the difficult
operating environment, which could pressure selling prices and
earnings, the company should maintain adequate financial covenant
cushion and liquidity over the next several quarters," said
Standard & Poor's credit analyst Andy Sookram.

Cost savings initiatives and some moderation in input costs will
likely result in free cash flow available to reduce debt and
improve debt to EBITDA to around 6x by year-end 2009.  S&P
believes that the company should be able to maintain a covenant
cushion in the 5% to 10% range in the next two quarters, with a
wider cushion toward the end of the year as debt declines.


ARMS & COLE: Case Summary & 22 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Arms & Cole, Inc.
           aka Energy Control Systems, Co.
        363 S. Airport Road West
        Traverse City, MI 49686
        231-947-2750

Bankruptcy Case No.: 09-04096

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Western District of Michigan

Judge: Scott W. Dales

Debtor's Counsel: Gregory M. Luyt, Esq.
                  Bowerman Bowden, Clulo & Luyt PC
                  620-A Woodmere
                  Traverse City, MI 49686
                  Tel: (231) 941-8048
                  Fax: (231) 941-8192
                  Email: luyt@traverselaw.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 22 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb09-04096.pdf

The petition was signed by Scott C. Hardy, the company's
president.


ARRANGEMENT CONDOMINIUM: Case Summary & 6 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: The Arrangement Condominium Owners Association
        BPMI Property Management
        6019 Milton Street
        Dallas, TX 75206

Bankruptcy Case No.: 09-32406

Chapter 11 Petition Date: April 20, 2009

Court: U.S. Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Debtor's Counsel: Rakhee V. Patel, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue
                  Suite 2260
                  Dallas, TX 75201
                  214-658-6500
                  Fax : 214-658-6509
                  Email: rpatel@pronskepatel.com

                  Vickie L. Driver, Esq.
                  Pronske & Patel, P.C.
                  1700 Pacific Avenue, Suite 2260
                  Dallas, TX 75201
                  (214) 658-6500
                  Fax : (214) 658-6509
                  Email: vdriver@pronskepatel.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 6 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb09-32406.pdf

The petition was signed by Michael Volbeda, president of the board
of directors of the Company.


ARTS DAIRY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Arts Dairy, LLC
        5624 Elm Sugar Road
        Convoy, OH 45832
        Tel: (419) 749-0033

Bankruptcy Case No.: 09-32386

Type of Business: Arts Dairy operates an agriculture business.

Chapter 11 Petition Date: April 14, 2009

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Nathan A. Hall, Esq.
                  Shumaker, Loop & Kendrick, LLP
                  1000 Jackson
                  Toledo, OH 43604-5573
                  Tel: (419) 241-9000
                  Fax: (419) 241-6894
                  Email: nhall@slk-law.com

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

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

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

The petition was signed by Henk Arts, President of the company.


ASYST TECHNOLOGIES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Asyst Technologies, Inc.
        46897 Bayside Parkway
        Fremont, CA 94538

Bankruptcy Case No.: 09-43246

Type of Business: The Debtor makes, sell and support integrated
                  hardware and software systems primarily for
                  semiconductor and flat panel display
                  manufacturing industries.

                  See http://www.asyst.com/

Chapter 11 Petition Date: April 20, 2009

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Ali M.M. Mojdehi, Esq.
                  Ali.M.M.Mojdehi@bakernet.com
                  Law Offices of Baker and McKenzie
                  12544 High Bluff Drive, 3rd Floor
                  San Diego, CA 92130
                  Tel: (858)523-6280

The Debtor's financial condition as of December 31, 2008:

Total Assets: $295,782,000

Total Debts: $315,364,000

Wellington Management Co. LLP holds 13.99% interest, or 7,090,420
shares, and Barclays Global Investors US Holdings LT holds 5.48%,
or 2,775,912 interest.

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Flextronics Mfg. Sg. Pte. Ltd. materials &       $3,360,000
31 Joo Koon Circle             software vendors
629108
Singapore

Pricewaterhouse Coopers LLP    services          $515,000
350 S Grand Ave., Ste. 4900
Los Angeles, CA 90071

Saguaro Technologies, Inc.     materials &       $403,840
30188 Morning View Drive       software vendors
Malibu, CA 90265

Shinei USA Inc.                materials &       $296,162
                               software vendor

Jenoptik AG                    lawsuit           $189,201

Legacy Partners I Fremont, LLC rent              $142,871

Apple Ridge Funding            services          $100,342

Bowne of Los Angeles Inc.      retention         $81,486

Visibility Corporation         services          $57,341

Mohler, Nixon & William        maintenance       $57,431

American Express               freight services  $57,132

Applied Ceramics, Inc.         materials &       $54,284
                               software vendors

Aeronet Worldwide              freight services  $52,146

Mercer HR Consulting           services          $51,100

True Partners Consulting LLC   services          $39,450

Xerox Corporation              services          $36,971

Hewlett-Packard Company        services          $35,500

Satyam Computer Services Ltd.  services          $33,000

Elite Network Inc.             services          $31,250

Brecoflex Co., LLC             materials &       $29,131
                               software vendors

Triple Source                  services          $25,000

Deloitte & Touche LLP          services          $23,800

Trend Technologies             material &        $23,937
                               software vendors

Alpha EMS Corporation          material &        $23,731
                               software vendors

Intertek                       services          $21,516

HRxcel LLC                     services          $19,743

SEMI                           other             $18,900

Infinity Quick Turn Material   material &        $17,829
Solutions Inc.                 software vendors

Baymotion Inc.                 services          $17,628

The Proxy Advisory Group LLC   services          $16,667

The petition was signed by Paula C. LuPriore, executive vice
president and chief operating officer.


ASYST TECHNOLOGIES: Has $296-Mil. in Assets, $315-Mil. in Debts
---------------------------------------------------------------
Asyst Technologies Inc. filed a Chapter 11 petition before the
U.S. Bankruptcy Court for the Northern District California
(Oakland), listing assets of $296 million against debt totaling
$315 million.

According to Bloomberg's Bill Rochelle, a subsidiary of
Flextronics International Ltd., owed $3.4 million, was listed as
the creditor with the largest unsecured claim.  Mr. Rochelle notes
that Flextronics also had the distinction of being listed as the
largest unsecured trade supplier of Nortel Networks Inc. and MPC
Corp., both also in Chapter 11.

The Company said it 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 Technologies

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-
inprocess 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.


ATHEROGENICS INC: Court Approves Disclosure Statement to Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
(Atlanta) approved the disclosure statement explaining
AtheroGenics Inc.'s liquidating Chapter 11 plan.  As a result, the
Debtor may now begin solicit votes on, and confirmation of, its
Chapter 11 plan.

The Court will consider confirmation of the Plan on June 2, 2009.
Objections are due May 26.  Ballots for accepting or rejecting the
Plan are also due May 26.

According to Bloomberg's Bill Rochelle, AtheroGenics was
authorized on March 27 to sell the assets for $2 million. A

Headquartered in Alpharetta, Georgia, AtheroGenics, Inc. --
http://www.atherogenics.com/-- is a research-based pharmaceutical
company focused on the discovery, development and
commercialization of drugs for the treatment of chronic
inflammatory diseases, including diabetes and coronary heart
disease.  It has one late stage clinical drug development program.

On September 15, 2008, five creditors holding claims totaling
$20,413,000 pursuant to the company's 4.5% Convertible Notes Due
2008 filed an involuntary Chapter 7 petition against the Debtor
(Bankr. N.D. Georgia Case No. 08-78200).  The petitioning
noteholders were:

  -- AQR Absolute Return Master Account, L.P.;
  -- CNH CA Master Account, L.P.;
  -- Tamalpais Global Partner Master Fund, LTD;
  -- Tang Capital Partners, LP; and
  -- Zazove High Yield Convertible Securities Fund, L.P.

On October 6, the Debtor filed its consent to entry for order for
relief and motion to convert its Chapter 7 case to one under
Chapter 11 (Bankr. N.D. Ga. Case No. 08-78200).  James A. Pardo,
Jr., Esq., and Michelle Carter, Esq., at King & Spalding, LLP,
represent the Debtor as counsel.  Akin Gump, Esq., at Strauss
Hauer & Feld LLP, and Frank W. DeBorde, Esq., at Morris, Manning &
Martin, LLP, represent the Official Committee of Unsecured
Creditors as counsel.  The Debtor selected Administar Services
Group LLC as Claims Agent.

As reported in the Troubled Company Reporter on Feb. 21, 2009, at
December 31, 2008, the Debtor had total assets of $51,659,219,
total liabilities of $307,171,466, and a stockholders' deficit of
$255,512,247.


AUTO INTEGRITY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Auto Integrity, Inc.
        S31W24601 Sunset Drive
        Waukesha, WI 53189

Bankruptcy Case No.: 09-24290

Type of Business: Auto Integrity, Inc. engages in auto body
repair.

Chapter 11 Petition Date: April 3, 2009

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

Debtor's Counsel: Jeffrey S. DeCora, Esq.
                  DeCora Law Office
                  7509 Kenwood Ave.
                  Wauwatosa, WI 53213
                  Tel: (414) 795-4899
                  Fax: (414) 386-4697
                  Email: jeff.decora@gmail.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/wieb09-24290.pdf

The petition was signed by Brian W. Bautz, President of the
company.


AUTOBACS STRAUSS: Gets Approval of $20 Million DIP Financing
------------------------------------------------------------
Autobacs Strauss Inc., doing business as Strauss Discount Auto,
received from the U.S. Bankruptcy Court for the District of
Delaware final authorization for a $20 million secured loan
provided by KRC Capital Services LLC.

According to Bill Rochelle at Bloomberg News, although Autobacs
said it has enough cash to operate, it told the bankruptcy judge
it needed the line of credit to assure suppliers there is
sufficient financing to pay expenses.

Strauss is conducting going-out-of-business sales at 12 stores
that are closing.

Headquartered in South River, New Jersey, Autobacs Strauss Inc. --
http://www.straussauto.com/-- sells after-market automotive parts
and accessories, and operate automotive service centers located in
New York, New Jersey, Philadelphia, Bethlehem and Pennsylvania.
The Debtor operate 86 retail store locations and has about 1,450
employees.  The Debtor filed for Chapter 11 protection on Feb. 4,
2009, (Bankr. D. Del. Case No.: 09-10358).  Edward J. Kosmowski,
Esq. at Young Conaway Stargatt & Taylor, LLP represents the Debtor
in its restructuring efforts.  As of Jan. 3, 2009, the Debtor had
total assets of $75,000,000 and total debts of $72,000,000.


AVIS BUDGET: S&P Corrects Rating Release; Affirms 'CCC+' Rating
---------------------------------------------------------------
The media release published on April 17, 2009, incorrectly
referred to the notching between the issue-level rating and the
corporate credit rating.  A corrected version follows.

Standard & Poor's Ratings Services affirmed its ratings on car and
consumer truck renter Avis Budget Group Inc., including affirming
the 'CCC+' long-term corporate credit rating.  At the same time,
S&P lowered its ratings on the company's credit facility to 'CCC+'
from 'B', the same as the corporate credit rating on the company.
S&P revised the recovery rating on this debt to a '4' from a '1',
indicating average (30%-50%) recovery of principal in the event of
a payment default, based upon S&P's expectation that the credit
markets will continue to require higher collateralization for
secured vehicle facilities, leaving less available for the
corporate secured lenders.

All ratings were removed from CreditWatch, where they were
initially placed with negative implications on January 25, 2008,
and subsequently lowered three times, and maintained on
CreditWatch.  S&P revised the CreditWatch implications to positive
from developing on Jan. 6. 2009.  The outlook is now developing.

"The rating actions differ from our previous expectation of a
potential modest upgrade, reflecting further deterioration in
travel demand, uncertainty regarding the fate of the distressed
U.S. auto manufacturers and its effect on the car rental industry,
and continuing constrained capital markets," said Standard &
Poor's credit analyst Betsy Snyder.  "Given the continuing
constrained capital markets, S&P is concerned about the company's
ability to refinance a significant portion of its close to
$4 billion of debt that matures through 2010 and would likely
lower ratings if it appears that the company cannot achieve this.
However, if the company is successful, S&P could raise ratings
modestly," the analyst continued.

The ratings on Parsippany, New Jersey-based Avis Budget Group
reflect a highly leveraged financial profile; the price-
competitive and cyclical nature of on-airport car rentals; its
exposure to the troubled automobile manufacturing industry; and
significant refinancing risk-with close to $4 billion of debt
maturities through 2010.  Ratings also incorporate the company's
position as a major U.S. on-airport car renter and the strong cash
flow this business generates.

Avis Budget (parent of the Avis and Budget car rental brands and
the Budget consumer truck rental brand) experienced a weakening in
its credit ratios in 2008 due to several reasons.  Similar to
other car and consumer truck renters, it experienced a combination
of lower demand and pricing in both those operations;
restructuring charges; and an increase in operating expenses and
vehicle costs, caused by the weak used car prices, which resulted
in losses on certain vehicle types and higher depreciation
expense.  In addition, the company's financial profile was
negatively affected by $430 million of incremental debt.

The rating incorporates S&P's expectation that Avis Budget's
financial profile will remain under pressure through 2009 due to
anticipated weaker earnings and cash flow.  The developing outlook
reflects uncertainty regarding travel demand, the effect of the
distressed U.S. auto manufacturers on the car rental industry, and
continuing constrained capital markets that hinder the company's
refinancing efforts, although rental cars have received ligibility
under the TALF program.  If these trends were to persist, S&P
would likely lower ratings.  However, if the company makes
significant progress on refinancing its 2009 and 2010 debt
maturities, due to improving capital market conditions, S&P could
raise ratings modestly.  While a bankruptcy of one or more of the
auto manufacturers could cause some cash flow delays or further
declines in used car values, S&P does not believe the direct
effect would be enough to cause sufficient damage to result in a
downgrade.


B CUBED: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: B Cubed Properties, LLC,
        a Utah limited liability company
        592 West 12300 South
        Draper, UT 84020

Bankruptcy Case No.: 09-23630

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

Chapter 11 Petition Date: April 14, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Anna W. Drake, Esq.
                  Anna W. Drake, P.C.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955
                  Email: annadrake@att.net

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

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

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

The petition was signed by Shaun I. Butterfield, manager of the
Company.


BAY POINT: S&P Withdraws 'BB' Rating on $125 Mil. Loan
------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'BB'
rating on Bay Point Re Ltd.'s $125 million bank loan.  Bay Point
has fully repaid all amounts outstanding under this facility.

Standard & Poor's also said that it withdrew its 'BB' counterparty
credit rating on Bay Point at the company's request.


BEACON PLUMBING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
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: U.S. Bankruptcy Court Western District of Washington

Judge: Thomas T. Glover

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

Total Assets: $0

Total Debts: $3,098,078

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb09-13232.pdf

The petition was signed by William K. Cahill, the Company's
president.


BERNARD MADOFF: A. Nisselson Named Interim Trustee for Ch. 7 Case
-----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, has
appointed Alan Nisselson, Esq., as Interim Trustee in Bernard L.
Madoff's involuntary Chapter 7 case.

Alan Nisselson, Esq., a member of the law firm of Windels Marx
Lane & Mittendorf, and a panel trustee in Chapter 7 cases in the
U.S. Bankruptcy Courts for the Eastern and Southern Districts of
New York, assures the Court that neither he or his holds or
represents any interest materially adverse to the interest of the
estate or of any class of creditors.

Mr. Nisselson is also a member of the American Bankruptcy
Institute.

                   About Bernard L. Madoff

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

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

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

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

Bloomberg reports that Mr. Madoff pleaded guilty on March 12 to
defrauding investors by using money from new ones to pay off old
ones.  Before his Dec. 11 arrest, he told thousands of clients
they had about $65 billion in accounts with him, prosecutors said.

On April 13, 2009, 5 creditors, with total claims of $63,981,910,
filed an involuntary Chapter 7 petition against Bernard L. Madoff
(Bankr. S.D. N.Y. Case No. 09-11893).  Brian Edward Goldberg,
Esq., at Dickstein Shapiro LLP, represents Mr. Madoff as counsel.
Jonathan M. Landers, Esq., and Matthew Gluck, Esq., at Milberg
LLP, represent the petitioning creditors as counsel.

The 5 petitioning creditors and the amount of each creditor's
claims are:

     Blumenthal & Associates Florida
      General Partnership                - $30,209,413
     Martin Rappaport Charitable
      Remainder Unitrust                 -  $8,279,471
     Martin Rappaport                    - $20,838,043
     Marc Cherno                         -  $1,166,563
     Steven Morganstern, M.D.            -  $3,488,420


BERNARD L. MADOFF: Judge Blocks Assets Transfer to Ch. 7 Case
-------------------------------------------------------------
CNN reports that Judge Denny Chin of the U.S. District Court for
the Southern District of New York has blocked the personal assets
of Bernard Madoff and his wife Ruth from being moved into
bankruptcy.

As reported by the Troubled Company Reporter on April 14, 2009,
former Bernard L. Madoff Investment Securities LLC clients filed a
Chapter 7 bankruptcy petition against Mr. Madoff in the U.S.
Bankruptcy Court for the Southern District of New York.

Judge Chin, CNN relates, said that there is probable cause that
Mr. Madoff's assets should be transferred to the government.  CNN
notes that another federal judge, Judge Louis Stanton, previously
allowed investors to proceed with the bankruptcy filing against
Mr. Madoff, saying that personal bankruptcy proceedings would be
the best recourse for investors trying to recover their money.
According to CNN, the U.S. Securities and Exchange Commission, the
trustee tasked with liquidating Madoff's assets, and the U.S.
Attorney's office had tried to block the proceedings.

Mark Hamblett at New York Law Journal reports that Assistant U.S.
Attorneys Barbara A. Ward and Sharon E. Frase asked Judge Chin for
a restraining order, arguing it "is necessary to protect the
ability of the United States to exercise its right of forfeiture
and to preserve the ability of property subject to forfeiture, in
order to maximize recovery for the victims of the offense
charges."

Judge Chin, according to Law Journal, will fix the amount to be
forfeited when he sentences Mr. Madoff on June 16.  Law Journal
says that Judge Chin accepted the prosecutors' argument, ruling
that the Madoffs not transfer, sell or assign any property.  Law
Journal relates that the government is exempt from the court order
to the extent necessary to "manage, maintain, preserve, contain,
store or engage in negotiations concerning the disposition" of the
property.

                  Trustee Appointed for Ch. 7 Case

Law Journal relates that Bankruptcy Judge Burton R. Lifland
ordered the appointment of an interim trustee.  "It is quite plain
that there has been disjointed, uncoordinated activities taking
place.  Clearly there has to be a trustee in bankruptcy here, on
an interim basis," Bloomberg News quoted Judge Lifland as saying.
Matthew Gluck of Milberg LLP, according to Law Journal, opposed
the appointment of an interim trustee on behalf of the aggrieved
investors who filed the bankruptcy petition on April 13 and said
that there are assets that are not subject to forfeiture.

"The government is saying it wants the money to go to the victims,
but I can't understand what they are doing.  For some reason, they
must think they don't want the bankruptcy court to do this
distribution," Law Journal quoted Mr. Gluck as saying.  Their
control of the assets would ensure a distribution on a pro rata
basis, Law Journal states, citing prosecutors.  Law Journal notes
that bankruptcy proceedings involve a hierarchy of claims.

Law Journal reports that Mr. Madoff's criminal defense lawyer, Ira
L. Sorkin of Dickstein Shapiro, told the judges that his client
opposed the appointment of an interim trustee.  According to Law
Journal, Mr. Sorkin asked for a joint conference with the judges
to "discuss and hopefully resolve the competing interests that now
pervade this case.  In light of the number of parallel proceedings
with overlapping issues, however, we are concerned that the
appointment of such a trustee will result in contentious, costly
and time-consuming litigations in different courts involving
identical assets."

Mr. Sorkin said he had agreed with Ms. Madoff's lawyer, Peter
Chavkin of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, that
Ms. Madoff "owns certain assets ... free and clear of any
wrongdoing by Mr. Madoff, or to which she had a legitimate
untainted fractional property interest."

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 pled guilty to all of the counts with which he was
charged, and he filed with the court a plea allocution describing
some of the details of his fraud on March 12, 2009.  Mr. Madoff
admitted to taking his customers' money and using it for his own
purposes, the Petitioners' claims are neither disputed nor
contingent.

Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport,
March Cherno, and Steven Morganstern, M.D., filed on April 13,
2009, a petition to put Mr. Madoff into Chapter 7 liquidation
(Bankr. S.D. N.Y. Case No. 09-11893).  Jonathan M. Landers, Esq.,
at Milberg LLP, assists the petitioners in this case.


BETHANY HOLDINGS: U.S. Trustee Forms Seven-Member Creditor Panel
----------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16,
appointed seven creditors to serve on an official committee of
unsecured creditors of Bethany Holdings Austin Apartments LLC and
its debtor-affiliates.

The members of the Committee are:

  1) Interline Brands Inc.
     dba Wilmar
     Attn: Chantal Bouchard, legal collection
           manager
     801 W. Bay St.
     Jacksonville, FL 32204
     Tel: (904) 421-1400 ext. 114485
     Fax: (856) 505-1945

  2) Gable Signs & Graphics
     Attn: Brian Benton, owner
     7440 Fort Smallwood Rd.
     Baltimore, MD 21226
     Tel: (410) 255-6400
     Fax: (410) 437-5336

  3) Southwest Wholesale Nursery
     Attn: Anthony or Deborah Hutchinson
     30 Lana Lane
     Houston, TX 77027
     Tel: (281) 831-8480
     Fax: (713) 623-6588

  4) Martha Lopez dbe Makest Cleaning and
     Painting
     Attn: Anthony P. Griffin
     A. Griffin Lawyers
     1115 Moody
     Galveston, TX 77550
     Tel: (409) 763-0386
     Fax: (763) 4102

  5) Richard Jackson Seamless Spouting
     Attn: Richard D. Jackson, Jr.
     2444 Kotur Avenue
     York, PA 17408
     Tel: (717) 764-9949
     Fax: (717) 767-4499

  6) Patriotic Ventures Conts.
     Attn: James P. Russell
     1718 Woodland Springs St.
     Houston, TX 77077
     Tel: (832) 677-6456

  7) Walker's Termite & Pest Co. Inc.
     Attn: Scott M. Reiber, sale manager
     3332 Puoska Rd.
     Abingdon, MD 21009
     Tel: (443) 813-4025
     Fax: (410) 515-0648

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.

The Bethany Group -- http://www.thebethanygroup.ca/-- is a faith-
based organization that operates a wide range of homes and
services for older, disabled and vulnerable people, with varying
levels of health care and hospitality services.

As reported by the Troubled Company Reporter on March 9, 2009,
Bethany Group affiliates filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court for the Central District
of California.  The bankruptcy filings were for several thousand
apartments in three portfolios of properties in Maryland and
Texas.  Bethany Group has a total of seven portfolios of
apartments, totaling an estimated 15,000 apartments, but the other
four portfolios aren't included in the bankruptcy filing.  Bethany
Group's lawyers said that secured debt on the three portfolios
totaled about $400 million.


BETTINA CORP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Bettina Corporation
        dba Blue Dog, Inc.
        1860 Crown Drive Suite 1406
        Dallas, TX 75234

Bankruptcy Case No.: 09-32311

Chapter 11 Petition Date: April 14, 2009

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Howard Marc Spector, Esq.
                  Howard Marc Spector, P.C.
                  12770 Coit Road
                  Banner Place, Suite 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  Email: hspector@howardmarcspector.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/txnb09-32311.pdf

The petition was signed by Larry Glasscock, president and CEO of
the company.


BLOOMSOUTH FLOORING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
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

Judge: Henry J. Boroff

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

Total Assets: $518,420

Total Debts: $2,458,700

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab09-12938.pdf

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


BRADY & HORNE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brady & Horne Company, Inc.
           dba Brady Horne Company, Inc.
        P.O. Box 1622
        Jackson, TN 38302

Bankruptcy Case No.: 09-11398

Chapter 11 Petition Date: April 4, 2009

Court: U.S. Bankruptcy Court Western District of Tennessee

Debtor's Counsel: Michael P. Coury, Esq.
                  Butler, Snow, O'Mara, Stevens & Cannada
                  6075 Poplar Avenue, Suite 500
                  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 list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnwb09-11398.pdf

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


B.R.L. DEVELOPMENT: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: B.R.L. Development Corporation
           fdba Elk Lake Boat Club
           fdba Sentimental Journey
        P.O. Box 206
        Kewadin, MI 49648

Bankruptcy Case No.: 09-03996

Chapter 11 Petition Date: April 2, 2009

Court: U.S. Bankruptcy Court Western District of Michigan

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
                  (231) 947-7901 Ext #
                  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 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb09-03996.pdf

The petition was signed by Lon A. Shreve, the Company's president.


BRODER BROS: May File for Chapter 11 If Debt Swap Fails
-------------------------------------------------------
The Philadelphia Inquirer reports that Broder Bros. Co., Trevose,
said it will have to file for Chapter 11 bankruptcy protection if
it fails to exchange some $225 million in existing debt for new
debt and stock by the middle of May.

According to The Philadelphia Inquirer, Broder Bros. said that for
each $1,000 in old notes paying 11.25% and due October 15, 2010,
it will give new notes valued at $444.44 and paying 12% to 15% and
due in 2013.  The Philadelphia Inquirer states that investors will
receive shares of newly issued common stock.  According to the
report, the exchange offer will expire at 5:00 p.m. on May 14
unless extended or terminated by Broder Bros.  The move is
intended to reduce leverage, extend the maturity of senior debt,
cut expenses, and enhance near-term liquidity, the report says,
citing Broder Bros.

Broder Bros. said in a statement that failure to secure the
participation of holders of at least 98% of the old notes, or
failure to consummate the exchange offer would result in its
bankruptcy filing.

                      About Broder Bros., Co.

Headquartered in Trevose, Pennsylvania, Broder Bros., Co.
-- http://www.broderbrosco.com,http://www.broderbros.com,
http://www.alphashirt.comand http://www.nesclothing.com/-- owns
and operates three brands in the imprintable sportswear industry:
"Broder," "Alpha" and "NES."  The company supplies imprintable
apparel and accessories to screenprinters, embroiderers,
promotional products distributors, athletic dealers, and other
businesses.

                           *     *     *

As Troubled Company Reporter on April 20, 2009, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Trevose, Pennsylvania-based Broder Bros. Co. to 'SD' from 'CC'.
S&P also lowered the ratings on the company's $225 million 11.25%
senior notes due 2010 to 'D' from 'C'.  The recovery rating on
these notes remains at '6', indicating expectations for negligible
(0%-10%) recovery in the event of payment default.  As of
December 31, 2008, S&P estimates Broder had about $375 million in
reported debt outstanding.

As reported by the Troubled Company Reporter on March 6, 2009,
Moody's Investors Service downgraded Broder Bros., Co.'s
Probability of Default and Corporate Family Ratings to Ca from
Caa3.  Moody's also lowered the rating on the company's senior
unsecured notes to C from Ca.  The rating outlook remains
negative.


BRUCE BREWSTER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bruce Brewster
        1225 Hilltop Drive
        Annapolis, MD 21409

Bankruptcy Case No.: 09-16453

Chapter 11 Petition Date: April 14, 2009

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

Judge: Robert A. Gordon

Debtor's Counsel: Adam M. Freiman, Esq.
                  Sirody, Freiman & Feldman,P.C.
                  1777 Reisterstown Road, Suite 360 E
                  Baltimore, MD 21208
                  Tel: (410) 415-0445
                  Fax: 410 415-0744
                  Email: adamfreiman@gmail.com

Total Assets: $1,082,278.00

Total Debts: $1,345,756.72

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

            http://bankrupt.com/misc/mddb09-16453.pdf

The petition was signed by Bruce Brewster.


CAMELOT GARDEN HOMES: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Camelot Garden Homes, LLC
           dba Camelot Retirement Village
        1000 Camelot Dr.
        Harlingen, TX 78550

Bankruptcy Case No.: 09-70266

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: John Kurt Stephen, Esq.
                  Cardena Whitis and Stephen
                  100 S Bicentennial Blvd
                  McAllen, TX 78501-7050
                  956-631-3381
                  Email: kurt@hiline.net

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

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/txsb09-70266.pdf

The petition was signed by Ronald G. Burgamy, the Company's
manager.


CANFOR CORP: Curtails Work at 6 Mills in British Columbia, Alberta
------------------------------------------------------------------
Canfor Corporation (CA:CFP) said that due to the continued poor
softwood lumber markets, it will be taking one week curtailments
at six sawmills in British Columbia and Alberta.

Commencing April 27, 2009, the operations at Rustad and Prince
George sawmills will be curtailed, followed by Vavenby on May 4,
Grande Prairie on May 11, and Quesnel and Houston beginning May
18.  This will remove approximately 32 million board feet of SPF
lumber production.  In addition, Canfor will also be taking summer
shuts at all of its Canadian lumber operations, removing
approximately 130 million board feet of lumber production in July
and August.

Canfor Corp. is an integrated forest products company based in
Vancouver, British Columbia with interests in BC, Alberta, Quebec,
Washington state, and North and South Carolina.  The Company
produces the most softwood lumber in BC, while also producing
oriented strand board, remanufactured lumber products and
specialized wood products.  Canfor also owns a 50.2% interest in
Canfor Pulp Limited Partnership, which is one of the largest
producers of northern softwood kraft pulp in Canada and a leading
producer of high performance kraft paper.  Canfor shares are
traded on the Toronto Stock Exchange under the symbol CFP.

                           *     *     *

Dominion Bond Rating Service assigned an Issuer Rating of BB
(high) to Canfor Corporation (Canfor or the Company) and changed
the trend on its Senior Notes to Negative from Stable.  Pursuant
to the DBRS Rating Methodology for Leveraged Finance, a recovery
rating of RR4 (30% to 50% recovery) has been assigned to the
Company's Senior Notes, which corresponds to the BB (high) Issuer
Rating.  The change to a Negative trend reflects the fact that the
Company's credit profile is weak for the current rating.
Additionally, near-term market conditions are expected to be
challenging.  In the event that Canfor cannot stabilize its
financial performance and that credit metrics continue to
deteriorate from current levels, the current rating would be at
risk.


CANWEST MEDIA: Moody's Downgrades Default Rating to 'Ca/LD'
-----------------------------------------------------------
Moody's Investors Service downgraded Canwest Media Inc.'s
probability of default rating to Ca/LD as a consequence of the
company not having paid interest owing on its US$761 million 8%
senior subordinated notes due 15 September, 2012 prior to the
expiration of the applicable cure period.  Moody's defines this as
a default event.  However, since the default event is limited to
only one component of the company's debt structure (the other
component, an un-rated bank credit facility, is in technical
default but has not suffered a specified default event), the PDR
has been modified with the LD suffix to note the limited default
that has occurred.  The company's other ratings remain unchanged
(see ratings listing below) and, given the potential of a more
pervasive default, Canwest's ratings outlook remains negative.

Issuer: Canwest Media Inc.

  -- Probability of Default Rating, Adjusted to Ca/LD from Ca

  -- Corporate Family Rating, Unchanged at Ca

  -- Speculative Grade Liquidity Rating, Unchanged at SGL-4

  -- Senior Subordinated Regular Bond/Debenture, Unchanged at Ca
     (LGD4, 62%)

  -- Outlook, Unchanged at Negative

Moody's most recent rating action concerning Canwest was taken on
April 13, 2009 at which time, among other things, the company's
CFR and PDR were downgraded to Ca.

Canwest's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk.

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


CANYON LAKEVIEW: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
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: U.S. Bankruptcy Court Western District of Texas

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

Total Assets: $3,000,000

Total Debts: $227,052

A list of the Debtor's 2 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb09-51159.pdf

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


CAPITOL HOMES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Capitol Homes, Inc.
           dba Delvin Downs Country Club Ventures
           dba Heritage Custom Homes, Inc.
        1122 Stonebridge Park Drive
        Franklin, TN 37069

Bankruptcy Case No.: 09-03858

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Middle District of Tennessee

Judge: Keith M Lundin

Debtor's Counsel: ELLIOTT WARNER JONES, Esq.
                  DRESCHER & SHARP PC
                  1720 WEST END AVENUE, SUITE 300
                  NASHVILLE, TN 37203
                  Tel: 615-425-7121
                  Fax: 615-425-7111
                  Email: ejones@dsattorneys.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/tnmb09-03858.pdf

The petition was signed by David Luecke, the Company's president.


CHARLES CROWELL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Charles John Crowell
        PO Box 1395
        Hereford, AZ 85615

Bankruptcy Case No.: 09-07333

Chapter 11 Petition Date: April 14, 2009

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Debtor's Counsel: Pernell W. McGuire, Esq.
                  McGuire Gardner PLLC
                  320 N. Leroux, Suite A
                  Flagstaff, AZ 86001
                  Tel: (928) 779-1173
                  Fax: (928) 779-1175
                  Email: pmcguire@mcguiregardner.com

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

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

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

             http://bankrupt.com/misc/azb09-07333.pdf


CHARTER COMMS: Pacific's Case Summary & 80 Unsecured Creditors
--------------------------------------------------------------
Debtor: Charter Communications Inc.
        12405 Powerscourt Drive
        St. Louis, MO 63131

Bankruptcy Case No.: 09-11435

Chapter 11 Petition Date: March 30, 2009

Debtor-affiliate that filed a Chapter 11 petition on April 20,
2009:

        Entity                                     Case No.
        ------                                     --------
Pacific Microwave                                  09-12400

Debtor-affiliates that filed Chapter 11 petitions on March 30,
2009:

        Entity                                     Case No.
        ------                                     --------
Ausable Cable TV, Inc.                             09-11434
Hometown TV, Inc.                                  09-11436
Plattsburgh Cablevision, Inc.                      09-11437
Charter Communications Entertainment I, LLC        09-11439
Falcon First Cable of New York, Inc.               09-11441
Charter Communications Holding Company, LLC        09-11442
CCHC, LLC                                          09-11443
Charter Communications Holdings, LLC               09-11444
CCH I Holdings, LLC                                09-11445
CCH I, LLC                                         09-11446
CCH II, LLC                                        09-11447
CCO Holdings, LLC                                  09-11448
Charter Communications Operating, LLC              09-11449
American Cable Entertainment Company, LLC          09-11450
Athens Cablevision, Inc.                           09-11451
Cable Equities Colorado, LLC                       09-11452
Cable Equities of Colorado Management Corp.        09-11454
CC 10, LLC                                         09-11455
CC Fiberlink, LLC                                  09-11456
CC Michigan, LLC                                   09-11457
CC Systems, LLC                                    09-11458
CC V Holdings, LLC                                 09-11459
CC VI Fiberlink, LLC                               09-11460
CC VI Operating Company, LLC                       09-11461
CC VII Fiberlink, LLC                              09-11462
CC VIII Fiberlink, LLC                             09-11463
CC VIII Holdings, LLC                              09-11464
CC VIII Leasing of Wisconsin, LLC                  09-11465
CC VIII Operating, LLC                             09-11466
CC VIII, LLC                                       09-11468
CCH I Capital Corp.                                09-11469
CCH I Holdings Capital Corp.                       09-11470
CCH II Capital Corp.                               09-11471
CCO Fiberlink, LLC                                 09-11472
CCO Holdings Capital Corp.                         09-11473
CCO NR Holdings, LLC                               09-11475
CCO Purchasing, LLC                                09-11476
Charter Advertising of Saint Louis, LLC            09-11477
Charter Cable Leasing of Wisconsin, LLC            09-11478
Charter Cable Operating Company, LLC               09-11479
Charter Cable Partners, LLC                        09-11480
Charter Communications Entertainment, LLC          09-11482
Charter Communications Entertainment I, DST        09-11485
Charter Communications Entertainment II, LLC       09-11486
Charter Communications Holdings Capital Corp       09-11487
Charter Communications Operating Capital Corp.     09-11488
Charter Communications Properties, LLC             09-11489
Charter Communications V, LLC                      09-11490
Charter Communications Ventures, LLC               09-11491
Charter Communications VI, LLC                     09-11492
Charter Communications VII, LLC                    09-11493
Charter Communications, LLC                        09-11494
Charter Distribution, LLC                          09-11495
Charter Fiberlink - Alabama, LLC                   09-11496
Charter Fiberlink AR-CCVII, LLC                    09-11497
Charter Fiberlink AZ-CCVII, LLC                    09-11498
Charter Fiberlink CA-CCO, LLC                      09-11499
Charter Fiberlink CA-CCVII, LLC                    09-11500
Charter Fiberlink CC VIII, LLC                     09-11501
Charter Fiberlink CCO, LLC                         09-11502
Charter Fiberlink CT-CCO, LLC                      09-11503
Charter Fiberlink - Georgia, LLC                   09-11505
Charter Fiberlink ID-CCVII, LLC                    09-11506
Charter Fiberlink - Illinois, LLC                  09-11507
Charter Fiberlink IN-CCO, LLC                      09-11508
Charter Fiberlink KS-CCO, LLC                      09-11509
Charter Fiberlink LA-CCO, LLC                      09-11509
Charter Fiberlink MA-CCO, LLC                      09-11511
Charter Fiberlink - Michigan, LLC                  09-11512
Charter Fiberlink - Missouri, LLC                  09-11513
Charter Fiberlink MS-CCVI, LLC                     09-11514
Charter Fiberlink NC-CCO, LLC                      09-11515
Charter Fiberlink NC-CCVII, LLC                    09-11516
Charter Fiberlink - Nebraska, LLC                  09-11517
Charter Fiberlink NH-CCO, LLC                      09-11518
Charter Fiberlink NM-CCO, LLC                      09-11519
Charter Fiberlink NV-CCVII, LLC                    09-11520
Charter Fiberlink NY-CCO, LLC                      09-11521
Charter Fiberlink NY-CCVII, LLC                    09-11522
Charter Fiberlink OH-CCO, LLC                      09-11523
Charter Fiberlink OK-CCVII, LLC                    09-11524
Charter Fiberlink OR-CCVII, LLC                    09-11525
Charter Fiberlink SC-CCO, LLC                      09-11526
Charter Fiberlink SC-CCVII, LLC                    09-11527
Charter Fiberlink - Tennessee, LLC                 09-11528
Charter Fiberlink TX-CCO, LLC                      09-11529
Charter Fiberlink UT-CCVII, LLC                    09-11530
Charter Fiberlink VA-CCO, LLC                      09-11531
Charter Fiberlink VT-CCO, LLC                      09-11532
Charter Fiberlink WA-CCVII, LLC                    09-11533
Charter Fiberlink - Wisconsin, LLC                 09-11534
Charter Fiberlink WV-CCO, LLC                      09-11535
Charter Fiberlink, LLC                             09-11536
Charter Gateway, LLC                               09-11537
Charter Helicon, LLC                               09-11538
Charter Investment, Inc.                           09-11540
Charter RMG, LLC                                   09-11541
Charter Stores FCN, LLC                            09-11542
Charter Video Electronics, Inc.                    09-11543
Dalton Cablevision, Inc.                           09-11544
Enstar Communications Corporation                  09-11545
Falcon Cable Communications, LLC                   09-11546
Falcon Cable Media, a California Limited           09-11547
Partnership
Falcon Cable Systems Company II, L.P.              09-11548
Falcon Cablevision, a California Limited           09-11549
Partnership
Falcon Community Cable, L.P.                       09-11550
Falcon Community Ventures I, LP                    09-11551
Falcon First Cable of the Southeast, Inc.          09-11552
Falcon First, Inc.                                 09-11553
Falcon Telecable, a California Limited Partnership 09-11554
Falcon Video Communications, L.P.                  09-11555
Helicon Partners I, L.P.                           09-11556
HPI Acquisition Co., L.L.C.                        09-11557
Interlink Communications Partners, LLC             09-11558
Long Beach, LLC                                    09-11559
Marcus Cable Associates, L.L.C.                    09-11560
Marcus Cable of Alabama, L.L.C.                    09-11561
Marcus Cable, Inc.                                 09-11562
Midwest Cable Communications, Inc.                 09-11564
Peachtree Cable TV, L.P.                           09-11565
Peachtree Cable T.V., LLC                          09-11566
Renaissance Media LLC                              09-11567
Rifkin Acquisition Partners, LLC                   09-11568
Robin Media Group, Inc.                            09-11569
Scottsboro TV Cable, Inc.                          09-11570
Tennessee, LLC                                     09-11572
The Helicon Group, L.P.                            09-11573
Tioga Cable Company, Inc.                          09-11574
Vista Broadband Communications, LLC                09-11575

Related Information: Charter Comm. (Nasdaq: CHTR) is a broadband
                     communications company and the third-largest
                     publicly traded cable operator in the United
                     States.  Charter provides a full range of
                     advanced broadband services, including
                     advanced Charter Digital Cable(R) video
                     entertainment programming, Charter High-
                     Speed(R) Internet access, and Charter
                     Telephone(R).  Charter Business(TM) similarly
                     provides broadband communications solutions
                     to business organizations, such as business-
                     to-business Internet access, data networking,
                     video and music entertainment services, and
                     business telephone.  Charter's advertising
                     sales and production services are sold under
                     the Charter Media(R) brand.

                     As reported by the Troubled Company Reporter
                     on Nov. 11, 2008, Charter Communications'
                     balance sheet at Sept. 30, 2008, showed
                     total assets of $15.1 billion, total
                     liabilities of $23.9 billion, resulting in a
                     shareholders' deficit of $8.8 billion.

                     See http://www.charter.com/

Court: Southern District of New York

Judge: James M. Peck

Debtor's Counsel excluding
Charter Investment Inc.:     Richard M. Cieri, Esq.
                             Paul M. Basta, Esq.
                             Stephen E. Hessler, Esq.
                             Kirkland & Ellis LLP
                             Citigroup Center
                             153 East 53rd Street
                             New York, NY 10022-4611
                             Tel: (212) 446-4800
                             Fax: (212) 446-4900
                             http://www.kirkland.com/

Charter Investment, Inc.'s
Counsel:                     Albert Togut, Esq.
                             Togut, Segal & Segal LLP
                             One Penn Plaza
                             New York, NY 10119
                             Tel: (212) 594-5000
                             Fax: (212) 967-4258
                             http://www.teamtogutlaw.com/

Conflicts Counsel: Curtis, Mallet-Prevost, Colt & Mosel LLP
                   101 Park Avenue
                   New York, New York 10178-0061
                   Tel: (212) 696-6000
                   Fax: (212) 697-1559
                   http://www.cm-p.com/

Tax Advisor: Ernst & Young LLP
             5 Times Square
             New York, NY 10036-6530
             Tel: (212) 773 3000
             Fax: (212) 773 6350
             http://www.ey.com/

Independent Auditor: KPMG LLP
                     345 Park Avenue
                     New York, NY
                     http://www.kpmg.com/

Valuation Consultant: Duff & Phelps LLC
                      55 East 52nd Street, Floor 31
                      New York, NY 10055
                      Tel: (212) 871 2000
                      http://www.duffandphelps.com/

Financial Advisor: Lazard Freres & Co. LLC
                   30 Rockefeller Plaza
                   New York, NY 10020
                   http://www.lazard.com/

Restructuring Consultant: AlixPartners LLC
                          9 West 57th Street, Suite 3420
                          New York, NY 10019
                          Tel: (212) 490-2500
                          Fax: (212) 490-1344
                          http://www.alixpartners.com/

Regulatory Counsels: Davis Wright Tremaine LLP
                     1633 Broadway
                     New York, NY 10019-6708
                     Tel: (212) 489-8230
                     Fax: (212) 489-8340
                     http://www.dwt.com/

                     --- and ---

                     Friend Hudak & Harris LLP
                     Three Ravinia Drive, Suite 1450
                     Atlanta, Georgia 30346
                     Tel: (770) 399-9500
                     Fax: (770) 395-0000

Claims Agent: Kurtzman Carson Consultants LLC
              1230 Avenue of the Americas, 7th Floor
              New York, NY 10020
              Tel: (866) 381-9100
              http://www.kccllc.com/

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

Total Assets: $13,881,617,723

Total Debts: $24,185,668,550

The Debtors' Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Bank of New York as            Bond Debt         $4,169,888,312
indenture trustee for holders
of 11% senior notes due
2015 issued by CCH I, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $2,081,181,435
indenture trustee for holders
of 10.25% senior notes due
2010 issued by CCH II, LLC
ATTN: Mary Callahan
North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Wilmington Trust as            Bond Debt         $867,783,041
indenture trustee for holders
of 8.75% senior notes due
2013 issued by CCO
Holdings, LLC
ATTN: Geoff Lewis
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-1615
Tel: (302) 636-6438
Fax: (302) 636-4145

Bank of New York as            Bond Debt         $849,419,379
indenture trustee for holders
of 11.75% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $655,170,270
indenture trustee for holders
of 10.25% senior notes due
2013 issued by CCH II, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $596,131,365
indenture trustee for holders
of 13.5% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $494,308,378
indenture trustee for holders
of 6.5% convertible debt
due 2012 issued by Charter
Communications, Inc.
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $493,615,483
indenture trustee for holders
of 9.92% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $309,981,844
indenture trustee for holders
of 10% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $221,901,444
indenture trustee for holders
of 12.125% senior discount
notes due 2015 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $154,010,711
indenture trustee for holders
of 11.125% senior discount
notes due 2014 issued by
CCH I Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $92,494,840
indenture trustee for holders
of 10% senior notes due
2009 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $76,966,531
indenture trustee for holders
of 12.125% senior discount
notes due 2012 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $72,073,593
indenture trustee for holders
of 10% senior notes due
2011 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $66,634,171
indenture trustee for holders
of 10.75% senior notes due
2009 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $61,251,527
indenture trustee for holders
of 13.5% senior discount
notes due 2011 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $56,546,624
indenture trustee for holders
of 11.75% senior discount
notes due 2011 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $53,733,667
indenture trustee for holders
of 9.92% senior discount
notes due 2011 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $47,975,019
indenture trustee for holders
of 11.125% senior notes
due 2011 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Bank of New York as            Bond Debt         $37,822,008
indenture trustee for holders
of 9.625% senior notes due
2009 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Home Box Office                Trade Debt        $25,679,303
ATTN: General Counsel
P.O. BOX 29697 GPO
New York, NY 10087
Tel: (212) 512-5807

Bank of New York as            Bond Debt         $17,854,788
indenture trustee for holders
of 10.25% senior notes due
2010 issued by Charter
Communications Holdings,
LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Encore (Digital)               Trade Debt        $17,460,330
ATTN: General Counsel
8900 Liberty Circle
Englewood, CO 80112
Tel: (720) 852-7700
Fax: (720) 852-8555

Bank of New York as            Bond Debt         $16,026,991
indenture trustee for holders
of 11.75% senior discount
notes due 2010 issued by
Charter Communications
Holdings, LLC
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

Showtime                       Trade Debt        $14,526,483
ATTN: General Counsel
PO Box 730240
Dallas, TX 75373-0240
Tel: (212) 708-1600
Fax: (212) 708-1217

Turner Network                 Trade Debt        $9,423,310
Television (TNT)
ATTN: General Counsel
PO Box 930198
Atlanta, GA 31193-0198
Tel: (404) 827-3977
FAX: (404) 827-2437

Cinemax                        Trade Debt        $6,574,546
ATTN: General Counsel
1100 Avenue of the
Americas
Grace Building, 7th Floor
Fed Ex # 115946021
New york, NY 10036
Tel: (212) 512-5807

TVN VOD                        Trade Debt        $6,318,828
ATTN: General Counsel
15301 Ventura Blvd.
Building E, Suite 3000
Sherman Oaks, CA 91403
Tel: (818) 526-5263

CSG Systems Inc.               Trade Debt        $5,438,166
ATTN: General Counsel
PO Box 3366
Omaha, NE 68176-0002
Tel: (402) 431-7000
Fax: (402) 431-7627

Lifetime                       Trade Debt        $4,914,917
ATTN: General counsel
PO Box 7247-6603
Philadelphia, PA 19170-6603
Tel: (212) 424-7206

Cable News Network             Trade Debt        $4,785,199
ATTN: General counsel
JPMorgan
PO Box 532450
Atlanta, GA 30353-2450
Tel: (404) 827-3977

WTBS - Turner                  Trade Debt        $4,509,709
Network Sales
ATTN: General Counsel
One CNN Center, Box 105366
ATLANTA, GA 30348-5366
Tel: (404) 827-3977

AMC                            Trade Debt        $4,174,893
ATTN: Lisa bedford
200 Jericho Quadrangle
3rd Floor
Jericho, NY 11753
Tel: (516) 803-5329

Fox Sports South               Trade Debt        $3,792,084
ATTN: General Counsel
File 55125
Los Angeles, CA 9007455125
Tel: (310) 557-4037

F/X                            Trade Debt        $3,737,383
ATTN: General Counsel
FILE # 56932
Los Angeles, CA 90074 -
6932
Tel: (310) 557-4037

Fox Sports Net                 Trade Debt        $3,525,809
North
ATTN: General Counsel
First Chicago
PO Box 73681
Chicago, IL 60673-3681
Tel: (310) 557-4037

Discovery Channel              Trade Debt        $3,450,927
Accts. Receivable Dept.
Dept. 79236
Baltimore, MD 21279-0236
Tel: (212) 548-5882

Fox Sports Detroit             Trade Debt        $3,446,609
ATTN: General Counsel
File 355558
Los Angeles, CA 90074-5652
Tel: (310) 557-4037

In Demand                      Trade Debt        $3,308,628
ATTN: General Counsel
General Post Office
P O BOX 30869
New York, NY 10087-0869
Tel: (646) 638-8303

Bank of New York as            Bond Debt         $3,181,086
indenture trustee for holders
of 5.875% convertible debt
due 2009 issued by Charter
Communications, Inc.
ATTN: Mary Callahan
2 North Lasalle St. Suite 1020
Chicago, IL 60602
Tel: (312) 827-8546
Fax: (312) 827-8542

E Entertainment                Trade Debt        $2,618,325
ATTN: General Counsel
P.O. Box 60229
Los Angeles, CA 90060-0229
Tel: (800) 266-2278

Warner Brothers (VOD)          Trade Debt        $2,583,103
ATTN: Supervisor, Accounting
A/C #5105641
PO Box 13093
Newark, NJ 07188-0093
Tel: (818) 977-2309

The Learning Channel           Trade Debt        $2,324,806
ATTN: General Counsel
P.O. BOX 79221
Baltimore, MD 21279-0221
Tel: (240) 662-2000

Fox Sports Midwest             Trade Debt        $2,252,428
ATTN: General Counsel
File 55639
Los Angeles, CA 90074-0001
Tel: (310) 557-4037

Fox News Network               Trade Debt        $2,249,590
ATTN: General Counsel
PO Box 19400
Newark, NJ 07195-0001
Tel: (212) 301-3000
Fax: (212) 301-8588

A & E                          Trade Debt        $2,210,712
Mark Hajdasz- 3rd Floor
235 East 45th Street
New York, NY 10017
Tel: (212) 210-1433

Fox Sports West                Trade Debt        $2,166,091
ATTN: General Counsel
File # 55652
Los angeles, CA 90074-5652
Tel: (310) 557-4037

The History Channel            Trade Debt        $2,135,387
Mark Hajdasz- 3rd Floor
235 East 45th Street
New York, NY 10017
Tel: (212-210-1433

Golf Channel, The              Trade Debt        $2,073,380
ATTN: General Counsel
19 Gregory Drive
South Burlington, VT 05403
Tel: (407) 355-4653
Fax: (407) 363-7976

Turner Classic Movies          Trade Debt        $2,072,908
ATTN: General Counsel
101 Marietta St. - 20th Floor
Atlanta, GA 30303-2774
Tel: (404) 827-3977

HD Net                         Trade Debt        $1,997,074
ATTN: Accounts
Receivable
2400 N. Ulster St.
Denver, CO 80238
Tel: (303) 542-5564

Outdoor Life                   Trade Debt        $1,882,565
ATTN: General Counsel
File #: 749052
Los Angeles, CA 90074-9052
Tel: (203) 276-8000

Speed Channel                  Trade Debt        $1,737,657
ATTN: General Counsel
File #56734
Los Angeles, CA 90074-6734
Tel: (310) 557-4037

Big Ten Network LLC            Trade Debt        $1,678,646
ATTN: General Counsel
14743 Collections Center
Drive
Chicago, IL 60693
Tel: (310) 557-4037

Cartoon Network                Trade Debt        $1,673,836
ATTN: General Counsel
JPMorgan
PO BOX 532450
ATLANTA, GA 30353-2450
Tel: (404) 827-3977

Court T.V.                     Trade Debt        $1,604,401
ATTN: General Counsel
600 Third Avenue
New York, NY 10016-1901
Tel: (404) 827-3977

Sportsouth                     Trade Debt        $1,585,983
Network II LLC
ATTN: General Counsel
File #55125
Los angeles, CA 90074-5125
Tel: (310) 557-4037

Fox National Geographic        Trade Debt        $1,543,111
ATTN: General Counsel
File #56931
Los Angeles, CA 90074-6931
Tel: (310) 557-4037

Home & Garden Television       Trade Debt        $1,425,250
ATTN: GENERAL COUNSEL
P O Box 640916
Cincinnati, OH 45264-0916
Tel: (865) 560-4595

Accenture                      Trade Debt        $1,383,032
ATTN: General Counsel
PO BOX 70629
CHICAGO, IL 60673-0629
Tel: (612) 277-0000

Fox Sports West 2              Trade Debt        $1,335,398
ATTN: General Counsel
FILE #55652
Los Angeles, CA 90074 -
5652
Tel: (310) 557-4037

Game Show Network              Trade Debt        $1,328,483
ATTN: Acctg.
File #55336
Los Angeles, CA 900745336
Tel: (310) 255-6855

Hallmark                       Trade Debt        $1,294,849
ATTN: General Counsel
Crown Media
Hallmark Channel
PO Box 414902
Boston, MA 02241-4902
P - 818-755-2677

New England Sports Network     Trade Debt        $1,242,090
ATTN: General Counsel
70 Brookline Avenue
Boston, MA 02215
Tel: (617) 927-1320

Arris Solutions Inc.           Trade Debt        $1,176,889
ATTN: General Counsel
PO Box 93576
CHICAGO, IL 60673-3576
Tel: (678) 473-4284

Fox Sports Southwest           Trade Debt        $1,141,044
ATTN: General Counsel
File 55652
Los angeles, CA 90074-5652
Tel: (310) 557-4037

Independent Film               Trade Debt        $1,110,482
(Digital)
ATTN: Nancy Erb
200 Jericho Quadrangle
Jericho, NY 11753
Tel: (516) 803-6343

Lifetime Movie                 Trade Debt        $1,077,686
Network (Digital)
ATTN: General Counsel
PO Box 7247 8295
Philadelphia, PA 191708295
Tel: (212) 424-7000

TV Guide Interactive           Trade Debt        $1,076,830
ATTN: General Counsel
TV Guide Networks
Department 532
Tulsa, OK 74182
Tel: (918) 488-4706

Fox Sports Bay Area            Trade Debt        $1,076,478
ATTN: General Counsel
P.O. Box 79535
City of Industry, CA
91716-9535
Tel: (215) 286-5753

E                              Trade Debt        $1,045,318
ATTN: General Counsel
P.O. BOX 60229
Los Angeles, CA 90060-0229
Tel: (800) 266-2278

Women's Entertainment          Trade Debt        $974,959
ATTN: Accounts Receivable
1111 Stewart Avenue
Bethpage, NY 11714
Tel: (516) 803-5316

MLB                            Trade Debt        $964,881
ATTN: Affiliate Sales
The MLB Network, LLC
Bank of America
Lockbox Account #: 16425
16425 Collections Center Dr.
Chicago, IL 60693
Tel: (720) 407-7529

HBO on Demand                  Trade Debt        $925,893
ATTN: General Counsel
P.O. Box 29697 GPO
New york, NY 10087
Tel: (212) 512-5807

The Travel Channel             Trade Debt        $919,207
ATTN: Accts. Receivable Dept.
Dept. 79903
Baltimore, MD 21279-0903
Tel: (212) 548-5882

Fox Sports New England         Trade Debt        $914,112
ATTN: Philip DePietro
PO Box 73380
Chicago, IL 60673-0001
Tel: (781) 933-9300

TV Food                        Trade Debt        $907,196
ATTN: General counsel
PO Box 602018
Charlotte, NC 28260-2018
Tel: (865) 560-4595

Fox Sports Net Northwest LLC   Trade Debt        $891,534
ATTN: General Counsel
15154 Collections Center
Drive
Chicago, IL 60693
Tel: (212) 548-5882

Animal Planet                  Trade Debt        $806,077
ATTN: General Counsel
P.O. Box 79714
Baltimore, MD 21279-0714
Tel: (212) 548-5882

Harmonic Inc.                  Trade Debt        $782,315
ATTN: Accts Receivable
Dept 223
Denver, CO 80271-0223
Tel: (408) 542-2500

The petition was signed by Gregory L. Doody, chief restructuring
officer and senior counsel.


CHASE OAKS VILLAGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Chase Oaks Village LP
        1913 Justin Road, Suite 113
        Flower Mound, TX 75027

Bankruptcy Case No.: 09-41047

Chapter 11 Petition Date: April 6, 2009

Court: United States Bankruptcy Court Eastern District of Texas

Debtor's Counsel: Howard Marc Spector, Esq.
                  12770 Coit Road, Ste. 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214)237-3380
                  Email: hspector@howardmarcspector.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 Mitchell A. Vexler, president of the
Company's general partner.


CHRISTO BARDIS: Files Reorganization Plan and Disc. Statement
-------------------------------------------------------------
Christo Bardis and Sara Bardis, and John D. Reynen and Judith M.
Reynen, has filed a disclosure statement in support of their Joint
Plan of Reorganization, dated April 9, 2009.

The Bardis Debtors and the Reynen Debtors tell the Court that the
Official Creditors' Committee appointed in the Reynen case
supports the confirmation of the Plan.  No creditors' committee
has been appointed in the Bardis case.  However, because most of
the general unsecured creditors of the Reynen estate are also
general unsecured creditors of the Bardis estate, the Debtor Group
believes that the Plan terms are in the interest of creditors of
both estates.

A full-text copy of the proposed disclosure statement is available
at http://bankrupt.com/misc/Bardis.DS.pdf

                           Plan Summary

On or after the Plan's Effective Date, a Plan Agent will direct
the liquidation of the estates' assets and to oversee the buildout
of certain existing projects.  The Creditors' Committee and the
Debtor Group have selected Hank Spacone, a licensed CPA, as Plan
Agent.

A Plan Committee will be formed as of the Plan's Effective Date to
monitor the activities of the Plan Agent and the Debtor Group.
Wells Fargo Bank, N.A., Guaranty Bank and Lennar Renaissance,
Inc., who hold claims against both the Reynen estate and the
Bardis estate, have agreed to become members.

The Debtor Group estimates that the Plan will pay between 3.0% and
6.0% of all allowed general unsecured in the Reynen case, and
between 2.4% and 5.2% of all allowed general unsecured claims in
the Bardis case, over time, using the proceeds of the Debtor
Group's tax refunds, as well as cash generated by the sale of most
of the Debtor Group's non-exempt assets and the recovery of
avoidable transfers.   The Reynen Debtors have received tax
refunds of approximately $24,467,000, while the Bardis Debtors
have received approximately $32,724,000.

Post-confirmation incentive compensation will be paid to the
Debtor Group pursuant to formulae as negotiated with the
Creditors' Committee as described in Section II(C)(4) of the
disclosure statement

Under the terms of the Plan, holders of allowed secured claims
under B1.1, B1.12, B2.1, B2.2, B2.3, B2.4, B2.5 and B2.7 will be
permitted to foreclose on underlying collateral or the allowed
secured claim reinstate upon the Plan's Effective Date.  These
classes are unimpaired.

Holders of allowed secured claims under B1.2, B1.4, B1.8, B1.9,
B1.10 and B1.11, whose liens encumber estate assets, will be paid
interest at 5% p.a. by the Plan Agent for one year, unless earlier
abandoned or sold.  Thereafter, the claims will be reinstated and
cured, or the holders will be permitted to foreclose on underlying
collateral.  These classes are impaired.

Holders of allowed secured claims under B1.3, B1.5, B1.6, B1.7 and
B2.6, whose liens encumber Excluded Assets, will be paid interest
at 5% per annum by the Reorganized Reynens or the Reorganized
Bardises, as the case may be, for one year, unless earlier
abandoned or sold.  Thereafter, the claims will be reinstated and
cured, or the holders will be permitted to foreclose on underlying
collateral, except as to Class B2.6.

General unsecured claims within Classes D1 and D2, consisting of
all unsecured claims against the Reynen Debtors and the Bardis
Debtors, respectively, that are not classified within other
classes, shall be paid on a pro rata basis by the Plan Agent from
funds of the respective estates, from time to time as funds
permit.

Reynen Equity Interests under Class E1 will receive the Reynen
Excluded Assets as of the Plan's Effective Date, and will be
entitled to certain incentive payments as described in Section
II(C)(4) of the disclosure statement.

Bardis Equity Interests under Class E2 will receive the Bardis
Excluded Assets as of the Plan's Effective Date, and will be
entitled to certain incentive payments as described in Section
II(C)(4) of the disclosure statement.

                     Classification of Claims

The Plan places the various claims and interests in the Debtors
into 30 classes, including subclasses.

Holders of claims within Classes A1, A2, B1.1, B1.12, B1.13, B2.1,
B2.2, B2.3, B2.5, B2.7 and B2.8 are unimpaired, and are
conclusively presumed to have accepted the Plan, and therefore are
not entitled to vote.

Holders of claims in Classes B1.2, B1.3, B1.4, B1.5, B1.6, B1.7,
B1.8, B1.9, B1.10, B1.11, B2.4, B2.6, C1, C2, D1 and D2 are
impaired and therefore are entitled to vote to accept or reject
the Plan.

                   Non-Consensual Confirmation

In the event one or more impaired classes of claims does not
accept the Plkan, the Bankruptcy Court may nevertheless confirm
the Plan under Sec. 1129(b) of the Bankruptcy Code, if all other
conditions have been met and at least one impaired class has
accepted the Plan and, as to each impaired class that has not
accepted the Plan, if the Bankruptcy Court determines that the
Plan "does not discriminate unfairly" and is "fair and equitable"
with respect to the rejecting impaired classes.

                      About the Debtor Group

Real estate developer Christo Bardis filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of
California, Sacramento, on Oct. 15, 2008 (Case No. 08-34878).  Mr.
Bardis is co-founder of homebuilder Reynen & Bardis Communities.
David M. Meegan, Esq., at Meegan, Hanschu & Kassenbrock,
represents Mr. Bardis as counsel.

In his petition, Mr. Bardis disclosed total assets between
$10 million and $50 million, and total debts between
$100 million and $500 million.  In amended schedules filed with
the Court, Mr. Bardis reported total assets of $40,904,701+ and
total debts of $867,419,905.

Long-time partner John D. Reynen filed for Chapter 11 bankruptcy
on April 23, 2008, before the U.S. Bankruptcy Court for the
Eastern District of California in Sacramento (Case No. 08-25145).
Merle C. Meyers, Esq., represents the Debtor as counsel.  Marc A.
Levinson represents the Official Committee of Unsecured Creditors
appointed in the Reynen case as counsel.

Mr. Reynen disclosed in its filing assets between $50 million and
$100 million, and debts between $500 million and $1 billion.


CLEARWATER NATURAL: Court Sets June 1 as Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky set
June 1, 2009, at 5:00 p.m., as the deadline for creditors of
Clearwater Natural Resources LLP and its debtor-affiliates to file
their proofs of claim.

All governmental units that assert claims have until June 30,
2009, at 5:00 p.m., to file their proofs of claim.

Proofs of claim must be filed either to:

   Clearwater Claims Processing Center
   c/o Administar Services Group, LLC
   P.O. Box 56636
   Jacksonville, Florida 32241-6636

      -- or --

   Administar Services Group LLC
   Attention: Clearwater Claims Processing Center
   8475 Western Way, Suite 110
   Jacksonville, Florida 32256

Headquartered in Kansas City, Missouri, Clearwater Natural
Resources LP engages in coal mining in the Central Appalachian
region.  In August 2005, the Company acquired 100% interest in
Miller Bros. that became a wholly-owned operating subsidiary of
the company.  The Company also acquired in October 2006 all
interest in Knott Floyd Land Company, a medium scale coal mining
company and its operations were subsequently consolidated into
Miller.  Through Miller, the company produces and sells coal from
eleven mining operations in Eastern Kentucky and provide contracts
mining services for two third-party owned mines located within the
Appalachian region.

The Company and two of its affiliates, Clearwater Natural
Resources LLC and Miller Bros. Coal LLC, filed for Chapter 11 on
January 7, 2009 (Bankr. E.D. Kent. Lead Case No. 09-70011).  Mary
L. Fullington, Esq., at Wyatt, Tarrant & Combs LLP, and Vinson &
Elkins LLP, represent the Debtors in their restructuring efforts.
The Debtors proposed Administar Services Group LLC as their
restructuring efforts.  Richard Clippard, the United States
Trustee for Region 8, appointed three creditors of Debtor Miller
Bros. Coal LLC to serve on an official committee of unsecured
creditors.  Blank Rome LLP represents the Committee.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.


CHRYSLER LLC: Lenders' Steering Committee Submits Counterproposal
-----------------------------------------------------------------
The Steering Committee of Senior Secured Lenders to Chrysler has
submitted a counterproposal to the United States Treasury and
continues to look forward to a resolution that works for all
involved parties.

"We have made this proposal recognizing what is currently at stake
for the United States and its automobile industry and believe it
represents our contribution to a constructive solution with the
United States Treasury, the Company and all of its stakeholders,"
Senior Secured Lenders' Steering Committee said in a statement.

"We fully support a solution that saves jobs and protects the
industry's viability.  We believe this solution can be achieved
while recognizing our legal status as first lien senior secured
lenders and the duties we have to our shareholders and investors,
which include pension funds, endowments, retail brokerage account
holders, and other investors."

Chrysler's Senior Secured Lenders' Steering Committee includes
Citigroup, Elliott Management, Goldman Sachs, JPMorgan Chase,
Morgan Stanley, Oppenheimer Funds, Perella Weinberg Partners, and
Stairway Capital Management.

                        About Chrysler

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.

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

                          *     *     *

As reported by the Troubled Company Reporter on April 14, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on Chrysler's senior secured first-lien term loan due 2013 to 'CC'
(the same as the 'CC' corporate credit rating on Chrysler) from
'CCC'.  The recovery rating was revised to '4' from '1',
indicating S&P's view that lenders can expect average (30% to 50%)
recovery in the event of a payment default.  The corporate credit
rating is unchanged, at 'CC', which reflects S&P's view of the
likelihood of default -- from either a bankruptcy or a distressed
debt exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high. The last rating
action on GM and Chrysler was a downgrade of their Corporate
Family Ratings to Ca on December 3, 2008.


CHRYSLER LLC: To Get Up To $500 Million in Additional Gov't Loans
-----------------------------------------------------------------
The Office of the Special Inspector General for the Troubled Asset
Relief Program said General Motors Corp. will receive up to $5
billion and Chrysler Holding LLC up to $500 million in additional
working capital.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to GM, Chrysler Holding LLC, and Chrysler Financial Services
Americas LLC.  In addition to these investments, Treasury
purchased senior preferred stock from GMAC LLC.  As of March 31,
2009, Treasury has expended $24.8 billion in AIFP investments, out
of an initial projected funding total of $25 billion.

As part of the bailout program, GM and Chrysler submitted
restructuring plans to Treasury on February 17, 2009, as required.
Upon submission, President Obama's Designee on the Auto Industry
determined that the restructuring plans did not meet the threshold
for long-term viability.  However, on March 30, 2009, both GM and
Chrysler were granted extensions to complete the restructuring
plans to comply with the requirements set forth under AIFP.  The
additional loans are part of the modification to the existing loan
program.

Special Inspector General Neil M. Barofsky said in his office's
quarterly report to the U.S. Congress that, in addition to the
initial $25 billion committed in AIFP, Treasury announced two new
sub-programs to assist the automobile industry:

   -- Auto Supplier Support Program

      As an expansion of AIFP, the stated purpose of ASSP is to
      provide up to $5 billion of Government-backed financing to
      break the adverse credit cycle affecting the auto suppliers
      and the manufacturers by "providing suppliers with the
      confidence they need to continue shipping their parts and
      the support they need to help access loans to pay their
      employees and continue their operations."


   -- Auto Warranty Commitment Program

      As another complementary program to AIFP, the Auto Warranty
      Commitment Program was devised by the Administration with
      the stated intent to bolster consumer confidence in
      automobile warranties on GM- and Chrysler-built vehicles.
      To reassure consumers that their auto warranties will be
      honored during this period of  restructuring, the
      Administration will provide Government-backed financing.
      Treasury preliminarily discussed potential funding for the
      Auto Warranty Commitment Program for up to an estimated
      $1.1 billion.

GM faces a June 1 deadline to complete restructuring plans that
satisfy the government's auto task force.  Chrysler has until
April 30.

So far, GM has received $13.4 billion in federal loans.  Chrysler
has received $4 billion.

According to The Associated Press, a person briefed on the plans
said Tuesday that the exact amount of the loans have not been
finalized and will be worked out with the companies.  The person
asked not to be identified because the negotiations are
confidential, AP said.

Newly-minted GM CEO Fritz Henderson has said GM would need $4.6
billion during the second quarter.

As reported by the Troubled Company Reporter on April 20, 2009, GM
is finalizing a plan on a Chapter 11 bankruptcy filing in case it
fails to reduce its $62 billion debt ahead of the June 1 deadline.
According to Telegraph.co.uk, CEO Henderson said the government
wasn't pressuring the Company into making a decision before the
cut-off date.  "Given what we need to accomplish, I certainly felt
a couple weeks ago that it was more probable that we would need to
go through a bankruptcy process," Telegraph.co.uk quoted Mr.
Henderson as saying.  Mr. Henderson said that it was still
"feasible" that a bankruptcy might be avoided, but he admitted
that any decision on a bankruptcy filing would be made by the
Company in conjunction with the Treasury.

AP said a Chrysler spokeswoman noted only that the company has not
received any more money beyond the initial $4 billion.

The TCR said yesterday the government could force Chrysler 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.  Chrysler has until April 30 to reach cost-cutting
accords with the union and bank lenders, and an alliance pact with
Fiat.  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.  John D. Stoll at The Wall Street Journal
said 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.

Lenders including J.P. Morgan Chase and Citigroup are owed $6.8
billion by Chrysler.  The Treasury, the Journal said, has asked
them to cut 85% of that obligation to save Chrysler.  The lenders
have 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 Journal
said.  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.

Mr. Nardelli's counterpart at GM, CEO Rick Wagoner, resigned his
post early this month as a condition for additional government
help.  Mr. Henderson took his post.

                         About Chrysler

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.

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

                           *     *     *

As reported by the Troubled Company Reporter on April 14, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on Chrysler's senior secured first-lien term loan due 2013 to 'CC'
(the same as the 'CC' corporate credit rating on Chrysler) from
'CCC'.  The recovery rating was revised to '4' from '1',
indicating S&P's view that lenders can expect average (30% to 50%)
recovery in the event of a payment default.  The corporate credit
rating is unchanged, at 'CC', which reflects S&P's view of the
likelihood of default -- from either a bankruptcy or a distressed
debt exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high. The last rating
action on GM and Chrysler was a downgrade of their Corporate
Family Ratings to Ca on December 3, 2008.

                      About General Motors

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

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

For the 2008 calendar year, GM reported an adjusted net loss,
excluding special items, of $16.8 billion.  This compares to an
adjusted net loss of $279 million.  Including special items, the
company reported a loss of $30.9 billion, compared to a reported
loss of $43.3 billion in 2007, which included a non-cash special
charge of $38.3 billion in the third quarter related to the
valuation allowance against deferred tax assets.

GM 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

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

As of December 31, 2008, GM reported $91,047,000,000 in total
assets, $176,387,000,000 in total liabilities, and $86,154,000,000
in stockholders' deficit.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default. The corporate credit rating remains unchanged, at
'CC', reflecting its view of the likelihood that GM will default--
through either a bankruptcy or a distressed debt exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high. The last rating
action on GM and Chrysler was a downgrade of their Corporate
Family Ratings to Ca on December 3, 2008.


CHRYSLER LLC: Lenders Reject Treasury's Plea for Cutting Debt
-------------------------------------------------------------
Neil King Jr. and Jeffrey McCracken at The Wall Street Journal
report that a group of big banks and other lenders have rejected
the Treasury Department's request that they reduce 85% of Chrysler
LLC's $6.9 billion secured debt.

WSJ relates that President Barack Obama and the auto task force
had requested that the lenders -- including Citigroup Inc. and
J.P. Morgan Chase & Co. -- cut the debt to $1 billion, while
gaining no equity stake in a restructured Chrysler.  According to
WSJ, the lenders, describing the government's proposal as unfair,
are instead proposing to cut 35% of Chrysler's debt in exchange
for a minority stake in the Company and a seat on its board.

The lenders, WSJ states, said that they are prepared to reduce
Chrysler's first-lien debt by $2.4 billion, or down to about $4.5
billion, in exchange for a 40% equity stake and a Chrysler board
seat.  According to WSJ, the lenders also are demanding that Fiat
SpA inject $1 billion in capital into Chrysler in exchange for
whatever equity stake it would gain.  Fiat said it wants to give
Chrysler only technology, WSJ relates.

Fiat would bring "negative synergies for the first 3 years" and
would enter the alliance with "limited downside for a deal of this
size" and it could result in a "wealth transfer from the U.S.
taxpayer to a foreign company of potentially $10 billion or more,"
WSJ quoted the lenders as saying.

The lenders, according to WSJ, said that their fiduciary duty to
their own shareholders and investors requires them to recover as
much as possible from Chrysler.  WSJ says that the lenders told
Treasury officials that they believe they could recover at least
65% of their loans if Chrysler is liquidated in bankruptcy.

Citing people familiar with the matter, WSJ reports that the
steering committee of banks that made the counterproposal holds
more than 66% of Chrysler's debt to the lenders.  This would give
the committee the requisite amount of debt to control the votes of
lenders if Chrysler files for bankruptcy, WSJ says.

The Treasury said in a statement, "It is neither in the interest
of Chrysler's senior lenders nor the country for them to advance a
proposal that would yield them an unjustified return as Chrysler,
its employees and other stakeholders are working tirelessly to
help this company restructure.  Our hope and expectation is that
these lenders take a more constructive position in the coming days
that reflects the actual situation that they and the company
face."

                          About Chrysler

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: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Coastal Ventures Group II, LLC
        127 N. Tryon Street, Ste. 602
        Charlotte, NC 28202

Bankruptcy Case No.: 09-40268

Chapter 11 Petition Date: April 3, 2009

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

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 list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb09-40268.pdf

The petition was signed by James A. Kunevicius, president of
Fireant Property Management, Inc., the sole manager of Coastal
Ventures Group II, LLC.


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

Bankruptcy Case No.: 09-18421

Chapter 11 Petition Date: April 3, 2009

Court: U.S. 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
                  (732) 223-8484
                  Email: tneumann@bnfsbankruptcy.com

Total Assets: $4,075,000

Total Debts: $9,392,514

The Debtor said that Solomon Dwek has an unsecured non-priority
claim for $843,514.  The Debtor could not identify any other
unsecured creditors as of the petition date.

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


CORCORAN ENVIRONMENTAL: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Corcoran Environmental Services, Inc.
        9 High Street
        P.O. Box 536
        W. Kennebunk, ME 04095
        (207) 985-6687

Bankruptcy Case No.: 09-20462

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Maine (Portland)

Debtor's Counsel: Jeffrey T. Piampiano, Esq.
                  Drummond Woodsum & MacMahon
                  84 Marginal Way, Suite 600
                  Portland, ME 04101-2480
                  Tel: (207) 772-1941
                  Fax: (207) 772-3627
                  Email: jpiampianoecf@dwmlaw.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/meb09-20462.pdf

The petition was signed by Patrick Corcoran, the company's
president.


CRAGMERE ASSOCIATES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Cragmere Associates, LLC
        2 Sutton Place South #10G
        New York, NY 10022

Bankruptcy Case No.: 09-11800

Chapter 11 Petition Date: April 6, 2009

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

Judge: Allan L. Gropper

Debtor's Counsel: Scott S. Markowitz, Esq.
                  Tarter Krinsky & Drogin LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: 212-216-8001
                  Email: smarkowitz@tarterkrinsky.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 Lillian Smith, managing member.


CU FLEET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: CU Fleet, LLC
        2222 South 114th Street
        West Allis, WI 53227
        414-329-2886

Bankruptcy Case No.: 09-24327

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Eastern District of Wisconsin

Debtor's Counsel: Jonathan V. Goodman
                  135 West Wells Street, Suite 340
                  Milwaukee, WI 53203
                  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 list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wieb09-24327.pdf

The petition was signed by Thomas P. Burns, a member.


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: U.S. Bankruptcy Court Western District of Washington

Judge: Philip H. Brandt

Debtor's Counsel: Jason E Anderson, Esq.
                  8015 15th Ave NW Ste 5
                  Seattle, WA 98117
                  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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Tracy Peters, managing member.


DACO CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: DACO Construction Corporation
        7538 Old Coaling Road
        Harmans, MD 21077

Bankruptcy Case No.: 09-15878

Chapter 11 Petition Date: April 3, 2009

Court: U.S. 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

Total Assets: $0

Total Debts: $1,038,407

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb09-15878.pdf

The petition was signed by Olivio Lopes, the company's president.


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

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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Don Burton, the company's president.


DALE DISHMAN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Dale D. Dishman dba Dalbec Steel
        Linda Rebecca Dishman
        2 Park Place
        Lampasas, TX 76550

Bankruptcy Case No.: 09-10883

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, TX 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253
                  Email: ssather@bnpclaw.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/txwb09-10883.pdf


DAVID TELLER: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David M. Teller
        Mirna D. Carson
        1330 Alexandria Drive
        San Diego, CA 92107

Bankruptcy Case No.: 09-03951

Chapter 11 Petition Date: March 30, 2009

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

Judge: James W. Meyers

Debtor's Counsel: Jackie Robert Geller, Esq.
                  6540 Lusk Boulevard, Suite C-228
                  San Diego, CA 92121
                  (858) 535-9933

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

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

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb09-03951.pdf


DAVID'S AUTO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
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: U.S. Bankruptcy Court Southern District of Alabama (Mobile)

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

Estimated Assets: $0 to $10,000

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alsb09-11559.pdf

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


DAYTON SUPERIOR: Chapter 11 Filing Cues S&P's Rating Cut to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Dayton Superior Corp. to 'D' from
'CCC-' following the company's announcement that it has filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.

At the same time, S&P lowered all of its issue-level ratings on
the company's senior secured notes and 13% senior subordinated
notes due 2009 to 'D'.

"Standard & Poor's has reviewed the outstanding recovery ratings
for Dayton Superior and pending further information from the
bankruptcy proceedings, the recovery rating on the company's
senior secured term loan remains unchanged at '3', indicating
S&P's expectations for meaningful (50% to 70%) recovery, and the
recovery rating on the senior subordinated notes remains unchanged
at '6', indicating S&P's expectations for negligible (0% to 10%)
recovery," said Standard & Poor's credit analyst Tobias Crabtree.

The company also announced that, pending court approval, it has
arranged for a twelve-month debtor-in-possession credit facility
from GE Capital of up to $165 million.  The DIP facility will
replace the company's existing $150 million revolving credit
facility.


DAYTON SUPERIOR: Lenders Object to Loan; Interim DIP Order Signed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on an interim basis, Dayton Superior Corporation, to:

   i) obtain secured prepetition financing on a superpriority
      basis with General Electric Capital Corporation and other
      lenders;

  ii) execute and deliver the DIP agreement and the other related
      loan documents, and to perform other acts as may be
      necessary or desirable in connection with the DIP documents;

iii) grant the DIP Facility and all obligation owing thereunder
      and under the DIP documents to the DIP Administrative agent
      and DIP lenders allowed superpriority administrative expense
      claim status;

  iv) grant the DIP Administrative agent, for the benefit of
      itself and the DIP lenders automatically and properly
      perfected security interests in and liens on all of the DIP
      collateral, which will be subject to the priorities;

   v) pay the principal, interest, fees expenses and other amounts
      payable under the DIP documents as the amount become due and
      payable; and

  vi) use cash collateral of the prepetition adminstrative agents
      and prepetition lenders under the prepetition credit
      documents and provide adequate protection to the prepetition
      administrative agents.

A final hearing on the Debtor's motion is scheduled for May 11,
2009, at 1:00 p.m. before Hon. Brendan L. Shannon at the 6th
Floor, Courtroom 1 of the U.S. Bankruptcy Court, District of
Delaware.  Objections are due May 5, 2009, at 4:00 p.m.(Eastern
Daylight Time.)

As reported in the Troubled Company Reporter on Apr. 21, 2009, the
Debtor 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.

As adequate protection, the Debtor proposed 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

                Objections of Parties-in-interest

DK Acquisition Partners LP and Silver Point Capital, L.P. filed
their objection to the Debtor's motion to (i) authorize the Debtor
to obtain postpetition financing, use cash collateral, and repay
prepetition revolving obligations; and (ii) grant security
interest and superiority administrative expense status to DIP
lenders.

The prepetition term loan lenders tells the Court that the
Debtor's selection of the GE DIP Proposal over the DIP Proposal of
Oaktree Capital Management, a substantial holder of the Debtor's
senior subordinated notes, is unreasonable; the Debtor overvalues
the avoidance of dispute with the prepetition revolving lenders.

The prepetition term loan lenders ask the Court to deny the
Debtor's motion which is to the detriment and prejudice of its
estate and creditors.

OCM Principal Opportunities Fund IV, L.P., Whippoorwill
Associates, and Solus Alternative Asset filed their objection to
the Debtor's motion to obtain postpetition financing.

The bondholders tells the Court that they have repeatedly offered
postpetition financing to the Debtor on equal or better terms than
the GE DIP.  Additionally, the bondholders' DIP proposal does not
include a roll-up of any existing debt.

The bondholders ask the Court to only approve postpetition
financing in a amount limited to that which is necessary to avoid
immediate and irreparable harm between now and the final hearing.

                       About Dayton Superior

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.


DBOW INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: DBOW, Inc.
           dba Designs by O'Neil & Welischar
        290 Main Street
        East Setauket, NY 11733

Bankruptcy Case No.: 09-72302

Chapter 11 Petition Date: April 6, 2009

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

Judge: Alan S. Trust

Debtor's Counsel: Raymond W Verdi, Jr., Esq.
                  48 South Service Road, Suite 102
                  Melville, NY 11747
                  Tel: (631) 465-0042
                  Fax: (631) 465-0049
                  Email: hellerverdi@aol.com

Total Assets: $449,223

Total Debts: $1,149,442

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/nyeb09-72302.pdf

The petition was signed by Daniel O'Neil, the Company's president.


DIAL-A-MATTRESS: Auction for All Assets on May 18
-------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
authorized a May 18 auction for the assets of Dial-a-Mattress
Operating Corp. and affiliate 1-800-Mattress Corp.

The Debtors have agreed to sell their key assets to competitor
Sleepy's LLC for $2.1 million, subject to higher and better offers
at an auction.  Rival bids are due May 16, two days before the
auction.  The Debtors will seek approval of the sale to the
highest bidder at a hearing on May 19.

According to Bloomberg's Bill Rochelle, although creditors were
unable to block the proposed sale process, they succeeded in
slowing it down. The Debtors originally sought an April 16 auction
for their assets.

As reported by the TCR on April 2, 20909, Consolidated Mattress
Co., largest franchisee of Dial-a-Mattress, conveyed its objection
to the proposed sale to Sleepy's.  According to Bloomberg's Bill
Rochelle, Consolidated anticipates that Sleepy's will terminate
agreements with franchisees, with results it says will be
"absolutely devastating."  It noted that included in the sale is a
$2 million loan owed to Dial-a-Mattress by Napoleon Barragan, its
founder and chief executive.  Consolidated points out how the sale
agreement forgives Mr. Barragan's loan over time, pays him
$500,000 a year for 20 years, and gives him a $75,000 bonus up
front.  Consolidated is arguing that the consideration for the
sale is going to Mr. Barragan and not to the company and its
creditors.

Bloomberg relates that Bethpage, New York-based Sleepy's joined up
with liquidator Hudson Capital Partners LLC in July 2007 to buy
the assets of Rockaway Bedding Inc. through a Chapter 11 sale.
Rockaway was a 194-store mattress retailer. Sleepy's has almost
700 stores in 11 states.

                       About Dial-A-Mattress

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

As reported by Troubled Company Reporter on March 23, 2009,
creditors filed a Chapter 7 petition for Dial-A-Mattress Operating
Corp. in the U.S. Bankruptcy Court for the Eastern District of New
York.  1-800-Mattress Corp. and Dial-A-Mattress countered by
filing voluntary chapter 11 petitions (U.S. Bankr. E.D. N.Y. Lead
Case No. 09-41966).


DIAL-A-MATTRESS: Hires Trenwith to Manage Sec. 363 Sale
-------------------------------------------------------
Trenwith has been appointed the investment banker for the sale of
under Sec. 363 of the Bankruptcy Code for Dial-A-Mattress
Operating Corp., et. al, in the Eastern District of New York.

Dial-a-Mattress Operating Corp. and affiliate 1-800-Mattress Corp.
have agreed to sell their key assets to competitor Sleepy's LLC
for $2.1 million, subject to higher and better offers at an
auction.  Rival bids are due May 16, two days before the auction.
The Debtors will seek approval of the sale to the highest bidder
at a hearing on May 19.

                      About Dial-A-Mattress

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

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

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


DMD TOWNE: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: DMD TOWNE LLC
        PO BOX 573
        NEW VERNON, NJ 07976

Bankruptcy Case No.: 09-18572

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court District of New Jersey (Newark)

Debtor's Counsel: Lawrence Morrison, Esq.
                  220 East 72nd Street
                  New York, NY 10021
                  Tel: 212-861-1224
                  Fax: 212-809-0333
                  Email: morrlaw@aol.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 Donald Ploetner, managing member.


DOLLAR THRIFY: Expects Rental Revenues to Hike 2% in Q1
-------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., said that based on
preliminary results, it expects total vehicle rental revenues for
the first quarter of 2009 to increase approximately 2% to 3%
compared to the fourth quarter of 2008, as rental revenues for the
first quarter were favorably impacted by an approximate 10%
increase in rate per day, more than offsetting an approximate 7%
decline in transaction days.  Additionally, rental revenues for
the first quarter of 2009 are projected to be down approximately
8% to 9% compared to the first quarter of 2008, as an approximate
4% improvement in pricing on a year-over-year basis did not fully
offset an approximate 12% decline in transaction days.  The
Company noted that the Easter holiday fell in the second quarter
this year versus the first quarter in 2008, and February 2009 had
one less day than February 2008.

"Although market conditions and fleet cost remain challenging, our
revenue management initiatives combined with what appear to be
improved industry-wide supply and demand factors resulted in
double-digit improvements in rate per day compared to the
depressed pricing levels of the fourth quarter 2008," said Scott
L. Thompson, President and Chief Executive Officer.

The data relating to the first quarter results are preliminary
estimates based on information available at this time.  The
Company will release its first quarter results on May 6, 2009.

              About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is
a Fortune 1000 Company headquartered in Tulsa, Oklahoma.  Driven
by the mission "Value Every Time," the Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve travelers in
approximately 70 countries.  Dollar and Thrifty have over 800
corporate and franchised locations in the United States and
Canada, operating in virtually all of the top U.S. and Canadian
airport markets.  The Company's approximately 7,000 employees are
located mainly in North America, but global service capabilities
exist through an expanding international franchise network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.

The TCR reported on March 6, 2009, that Standard & Poor's Ratings
Services lowered its ratings on Dollar Thrifty Automotive Group,
including the long-term corporate credit rating to 'CCC' from
'CCC+'.  All ratings were removed from CreditWatch, where they
were initially placed with negative implications on Feb. 12, 2008,
and subsequently lowered three times and maintained on
CreditWatch.  The outlook is now negative.


DOUGLAS ANDERSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Douglas C. Anderson
        14570 Caminito Lazanja
        San Diego, CA 92127
        dba Publicloans.com
        dba Nextquest Lending
        dba Transition Media

Bankruptcy Case No.: 09-04481

Chapter 11 Petition Date: April 6, 2009

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Jackie Robert Geller, Esq.
                  6540 Lusk Boulevard, Suite C-228
                  San Diego, CA 92121
                  Tel: (858) 535-9933

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/casb09-04481.pdf


DOUGLAS DYNAMICS: S&P Gives Stable Outlook; Affirms 'B+' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Douglas
Dynamics LLC to stable from negative.  At the same time, S&P
affirmed all ratings on the company, including the 'B+' long-term
corporate credit rating.

"The outlook revision to stable reflects the company's improved
operating results in fiscal 2008 and the strengthening of its
liquidity position," said Standard & Poor's credit analyst
Gregoire Buet.

The speculative-grade ratings on Milwaukee-based Douglas Dynamics
LLC, a maker of snow- and ice-control products, continue to
reflect the company's vulnerable business risk profile.  The
company operates in highly seasonal niche markets affected by
winter weather conditions.  The company also has a highly
leveraged financial profile, marked by high debt levels, partially
offset by a good track record of free cash flow generation.

Douglas' snow- and ice-control products are sold mainly in the
U.S. with a modest amount also sold in Canada and through export
sales, resulting in limited geographic diversity.  Demand for its
products depends significantly on snowfall; this creates a
significant credit risk beyond the company's control.  Demand is
also somewhat dependent on light-truck sales and the health of the
overall economy which affect customers' spending decisions on new
equipment and replacement parts.

These risks are partly tempered by Douglas' leading position in a
niche market, its limited customer concentration and technical
capabilities.  While the company is exposed to volatile input
costs for key raw materials, such as steel, strong brands
(including Western and Fisher) and a good market share have
enabled it to offset higher raw material costs and to achieve
relatively high operating margins before depreciation and
amortization.  In addition, limited capital spending requirements
have historically translated into positive free operating cash
flow generation even during below-average snowfall seasons.

Standard & Poor's Ratings Services views the company as having a
highly leveraged financial risk profile, reflective of its high
debt levels and a history of funding both dividends and
acquisitions with debt.  Credit measures tend to be volatile,
reflecting unpredictable weather patterns.  At Dec. 31, 2008,
total debt to EBITDA (adjusted for operating lease and underfunded
postretirement obligations) was about 5.2x and fund from
operations to total debt was slightly above 10%.  These measures
remain somewhat at the low end of S&P's expectations for the
rating (4x to 5x leverage and 15% funds from operations to total
debt), but have been improving amid relatively good snowfall
levels in the 2007 and 2008 winter seasons.

While S&P expects that Douglas' credit measures will remain
volatile, the company's free cash flow generation capabilities and
its liquidity position should continue to support the rating.  If
credit measures and liquidity position deteriorate as a result of
weak snowfall or because the economic downturn cause customers to
delay or significantly reduce spending on Douglas' new equipment
and replacement parts, S&P could revise the outlook to negative or
lower the rating.  This could happen, for example, if free cash
flow were to become negative or if the company's borrowing base
were to erode, limiting availability under the revolving credit
facility.  S&P could also consider a negative rating action if
aggressive financial policies such as a dividend payment or a
debt-financed acquisition cause leverage to increase beyond 6x.
The potential for a higher rating is limited by the company's
business risk profile.


DRUG FAIR: Starts Disposition of Assets Not Part of Walgreen Deal
-----------------------------------------------------------------
Drug Fair Group Inc., and its affiliate CDI Group Inc. ask the
U.S. Bankruptcy Court for the District of Delaware to approve an
asset purchase agreement with Village Super Market of NJ, LP.

Pursuant to the APA, the Debtors have agreed to sell to Village
Super Market assets consisting of all prescriptions, prescription
files, customer lists, and associated records that are associated
with store number 40, located at 650 Shunpike Road in Chatham
Township, New Jersey, and store number 53, located at 2960 Route
10 West in Morris Plains, New Jersey.  Village will pay $100,000
for the assets.

The assets sold to Village are among the assets not included in
(i) the sale of majority of the Debtors' assets -- consisting of
32 pharmacy locations -- to Walgreen Eastern Co. and (ii) the
going-out-of-business sales conducted by Hudson Capital Partners
LLC in 22 other stores.

The Debtors are seeking approval of the sale to Village pursuant
to Section 363 of the Bankruptcy Code.  The Debtors won't be
conducting an auction for these assets.

As reported by the TCR on April 20, 2009, the Bankruptcy Court has
entered a final order allowing the Debtors to access up to $40
million of debtor-in-possession financing.

The official committee of unsecured creditors in Drug Fair's case
filed a "limited objection" to the Debtors' proposal to access
debtor-in-possession financing from a group of lenders led by Bank
of America, N.A., the agent.  The Committee asserted that based on
the cash flow analysis conducted by its financial advisors, the
Debtors did not, and do not need additional financing, and will
have sufficient cash flow from operations to meet all expenses
throughout the DIP period.  The Committee contends that without
the DIP related disbursements -- the $800,000 commitment fee,
$250,000 arrangement fee, $20,000 used line fee and $20,000 in
additional interest -- the Debtors' cumulative net cash flow would
be "in the black" throughout the DIP period.

Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in Drug
Fair Group Inc.'s Chapter 11 case:

   1. Public Service Electric and Gas Company,
      Attn: Suzanne M. Klar, Esq.,
      80 Park Plaza, Newark, NJ 07102,
      Phone: 973-430-6483,
      Fax: 973-645-1103

   2. Cardinal Health 110, Inc.,
      Attn: Matthew McPeck,
      7000 Cardinal Place, Dublin, OH 43017,
      Phone: 614-553-3278,
      Fax: 614-652-8176

   3. American Greetings,
      Attn: Arthur P. Tuttle,
      One American Road, Cleveland, OH 44144,
      Phone: 216-252-7300 ex. 1655,
      Fax: 216-252-4387

   4. Plainfield Tobacco and Candy Co. Inc.,
      Attn: Steven Korman Resnick,
      25 Van Dyke Ave., New Brunswick, NJ 08901,
      Phone: 732-296-8900, Fax: 232-296-8919

   5. Creative Pharmacy Corp.,
      Attn: William S. Vallario,
      364 Springfield Ave., Summit, NJ, 07901,
      Phone: 908-273-0074,
      Fax: 908-273-2355

   6. Rockaway Pharmacy, Inc.,
      Attn: Robert Siegelman,
      PO Box 230, Rockaway, NJ 07866,
      Phone: 973-713-8013

   7. Raritan Shopping Center,
      Attn: Lawrence S. Berger,
      237 South Street, PO Box 2049, Morristown, NJ 07962,
      Phone: 973-993-8600,
      Fax: 973-993-5854

                    About Drug Fair Group, Inc.

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

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


EDWARD FRISBIE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Edward David Frisbie
        Barbara Jean Frisbie
        11802 Walking Plow Lane
        Melba, ID 83641

Bankruptcy Case No.: 09-00824

Chapter 11 Petition Date: April 2, 2009

Court: U.S. Bankruptcy Court District of Idaho (Boise)

Judge: Terry L. Myers

Debtors' Counsel: Patrick John Geile, Esq.
                  FOLEY FREEMAN, PLLC
                  POB 10
                  Meridian, ID 83680
                  Tel: (208) 888-9111
                  Fax: (208) 888-5130
                  Email: pgeile@foleyfreeman.com

Total Assets: $3,800,661

Total Debts: $2,750,950

A list of the Debtors' 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/idb09-00824.pdf


EDWARD H HERMANSON: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Joint Debtors: Edward H Hermanson
               Luella W Hermanson
               1040 E. Osborn RD.
               #1401
               Phoenix, AZ 85014

Bankruptcy Case No.: 09-07887

Chapter 11 Petition Date: April 20, 2009

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

Judge: Judge Charles G. Case II

Debtors' Counsel: D. Lamar Hawkins, Esq.
                  Aiken Schenk Hawkins & Ricciardi PC
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  602-248-8203
                  Fax : 602-248-8840
                  Email: dlh@ashrlaw.com

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

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

The Debtors did not file a list of 20 largest unsecured creditors
when they filed their petition.


ELLISON PLAZA: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Ellison Plaza LLC
        P.O. Box 23327
        San Diego, CA 92193

Bankruptcy Case No.: 09-05147

Chapter 11 Petition Date: April 20, 2009

Court: Southern District of California (San Diego)

Debtor's Counsel: Andrew H. Griffin, III, Esq.
                  Griffinlaw@mac.com
                  Law Office of Andrew H. Griffin, III
                  275 East Douglas, Suite 112
                  El Cajon, CA 92020
                  Tel: (619) 440-5000
                  Fax: (619) 440-5991

Total Assets: $17,148,000

Total Debts: $6,700,500

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Pacific Western Bank           bank loan         $3,750,000
8105 Irvine Center Drive
Suite 1240
Irvine, CA 92618

Andre Hawit                                      $1,000,000
904 Corsair Lane
Foster City, CA 94404
Tel: (650) 450-1550

LOD LLC                        trade debt        $600,000
927 Lurline Drive
Foster City, CA 94404
Tel: (650) 642-0168

Jeries Azar                    bank loan         $300,000

Krazan & Associates, Inc.      trade debt        $2,500

The petition was signed by Michael J. Ellison.


ENDURANCE BUSINESS: S&P Downgrades Corp. Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Endurance Business Media Inc. by one
notch.  The corporate credit rating was lowered to 'CCC' from
'CCC+', and the rating outlook is negative.  Subsequently, S&P
withdrew all of S&P's ratings on Endurance at the company's
request and due to insufficient information.

"The rating actions reflect our uncertainty regarding Endurance's
ability to obtain needed covenant relief based on its rapidly
declining operating performance, especially given depressed
housing markets and credit market illiquidity," said Standard &
Poor's credit analyst Jeanne Mathewson.

Endurance publishes residential real estate and rental property
advertising publications in the U.S., including Homes & Land,
Rental Guide, Home Guide, and Estate & Homes.  Revenue and EBITDA
declined 28% and 42%, respectively, in the third quarter of 2008.
The deterioration reflects a decline across all segments,
including a 29% revenue decline at the company's more profitable
franchise operations, which account for roughly two-thirds of
revenue.  Endurance experienced significant page count declines as
a result of continued weakness in the U.S. real estate market.
There has also been pressure on real estate publications from the
migration of advertising-supported listings to the Internet.

Total debt to EBITDA was 6.5x for the 12 months ended Sept. 30,
2008, up from 5.3x a year earlier.  EBITDA coverage of interest
was 1.7x for the same period.  The company converted about 10.3%
of EBITDA to discretionary cash flow for the period -- down
significantly from levels during 2004 to 2006.  Endurance has very
limited liquidity, supported by minimal cash balances and
discretionary cash flow.

The company received forbearance for its violation of the leverage
covenant as of September 30, 2008; however, in order to obtain
longer term covenant relief, S&P believes that the company will
need to amend its covenants.  S&P expects continued weakness in
the U.S. real estate and credit markets to persist, depressing
both the company's operating performance and its ability to
satisfactorily amend its credit agreement.


EQUITY MEDIA: TV Station Auction Brings $21 Million
---------------------------------------------------
According to Bloomberg's Bill Rochelle, Equity Media Holdings
Corp. held auctions resulting in a total sale price of about $21
million.  Approximately half was cash, with the remainder in the
form of credit bids from secured creditors using their loans
rather than cash.

The U.S. Bankruptcy Court for the Eastern District of Arkansas
will convene a hearing to consider approval of the sale on May 24.

Little Rock, Arizona-based Equity Media Holdings Corp. --
http://www.emdaholdings.com/-- fka Equity Broadcasting
Corporation, dba Coconut Palm Acquisition Corp. and Equity
Broadcasting Corp., operates 121 television stations including 23
full power, 38 Class A and 60 low power stations.  Equity Media is
8% percent owned by Univision Communications Inc., the operator of
60 television stations and a Spanish language television network.
The company was founded in 1998.

The Company filed for Chapter 11 protection on Dec. 8, 2008
(Bankr. E. D. Ark. Case No. 08-17646).  Patrick J. Neligan, Jr.,
Esq., at Neligan Foley LLP, in Dallas, Texas, and James F. Dowden,
Esq., in Little Rock, Arizona, represents the company in its
restructuring effort.  The company listed assets of $100,000,000
to $500,000,000 and debts of $50,000,000 to $100,000,000.


ERVING INDUSTRIES: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Jackie Noblett at Boston Business Journal reports that Erving
Industries Inc. has filed for Chapter 11 bankruptcy protection.

According to Business Journal, Erving Industries blamed its
collapse on worsening economy and increased competition from other
paper providers.  Erving Industries and its subsidiaries -- Eresco
Inc. and Erving Paper Mills Inc. -- said in court documents that
financial and operational issues contributed to failure to meet
the statutory commitments of the pension plan sponsored by the
Company.  Business Journal relates that Erving Industries
estimates that its pension plans are underfunded by $15 million
due to poor stock returns.

Erving Industries said in court documents that volatility in the
price of raw material and the fluctuation in energy prices
combined with domestic and foreign competitive pressures have
resulted in some operating losses over the past few years.
According to Business Journal, Erving Industries and its
affiliates generated about $50 million in revenue last year.

Erving Industries Inc. is a Western Massachusetts paper products
manufacturer.  The Company converts recycled waste paper into
tissue, which is then sold to paper products manufacturers.


ERVING INDUSTRIES: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Erving Industries, Inc.
        97 East Main Street
        Erving, MA 01344-9717
        Tax ID / EIN: 04-1291330

Bankruptcy Case No.: 09-30623

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Erving Paper Mills, Inc.                       09-30624
    ERSECO, Inc.                                   09-30625

Chapter 11 Petition Date: April 20, 2009

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

Judge: Judge Henry J. Boroff

Debtor's Counsel: Henry E. Geberth, Jr., Esq.
                  Hendel & Collins, P.C.
                  101 State Street
                  Springfield, MA 01103-2006
                  (413) 734-6411
                  Email: hgeberth@hendelcollins.com

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

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

Erving Industries' list of unsecured creditors filed with its
petition was empty.  A list of Erving Paper Mills' 20 largest
unsecured creditors is available for free at:

        http://bankrupt.com/misc/mab09-30624.pdf

The petition was signed by Morris Housen, president of the
Company.


EUROFRESH INC: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Eurofresh, Inc.
        650 N. Industrial Dr.
        Snowflake, AZ 85937

Bankruptcy Case No.: 09-07970

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Eurofresh Produce Ltd.                             09-07971

Type of Business: The Debtors produce and sell tomatoes.

                  See http://www.eurofresh.com/

Chapter 11 Petition Date: April 21, 2009

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Craig D. Hansen, Esq.
                  chansen@ssd.com
                  Squire, Sanders & Dempsey L.L.P.
                  40 North Central, Suite 2700
                  Phoenix, AZ 85004
                  Tel: (602) 528-4085
                  Fax: (602) 253-8129

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Apollo Investment Management   Notes             $76,500,000
Rajay Bagari
9 West 57th Street
New York, NY 10019

Barclay's Capital              Notes             $47,000,000
Holly Kim
N. 1620 26th St., Ste. 2000
Santa Monica, CA 90404

JP Morgan Investment Mgmt      Notes             $35,000,000
Matt Kline
8044 Montgomery Road
Suite 555
Cincinnati, OH 45236

Scoggin                        Notes             $27,932,000
Dev Chodry
660 Madison Ave.
New York, NY 10065-8414

Michael Chaisanguanthum        Notes             $10,500,000
Credit Suisse - Credit
Investments Group
11 Madison Avenue, 13th Floor
New York, NY 10010

Riverrun Management            Notes             $7,500,000
David van Steenkiste
Ian G. Wallace
360 Madison Avenue, 24th floor
New York, NY 10017

Bennett Group Financial        Notes             $3,500,000
Services, LLC
1400 K Street NW, Suite 501
Washington, D.C. 20005

Redwood Capital                Notes             $2,500,000
Management
Sean Sauler
910 Sylvan Avenue, Suite 130
Englewood Cliffs, NJ
07632-3306

Montis Montis                 Contract           $1,522,125
Johan van den Berg
Klinkaardstraat 223
B-2950 Kapellen, Belqiurn

John Christner Trucking       Contract           $1,372,244
Bob Snell
19007 W. Hwy. 33
Sapulpa, OK 74066

Southwest Gas Corp.           Utility            $822,177
Melissa Miller
18509 TH St.
Douglas, AZ 85607-3953

Fertizona                     Trade              $677,570
Steve Fenn
P.O. Box 519
Willcox, AZ 85644

BRS Tomato Acquisition        Contract           $672,140
Tom Baldwin
126 East 56th Street
New York, NY 10022

Bank of American Capital      Contract           $672,140
Investors
Mary Hunt
100 N Tryon Street, 25th Fl.
Charlotte, NC 28255-0001

Az.Corrrectional Industries   Contract           $653,597
Bill Branson
Arizona State Prison
Complex - Safford
896 S. Cook Rd.
Safford, AZ 85546

Rene Produce LLC              Contract           $525,321
Alberto Flores
PO Box 1178
Nogales, AZ 85628

Pacheco Farm Labor            Contract           $336,316

Maquila International, Inc.   Contract           $269,675

International Paper           Trade              $192,379

Bioparques de Occidente       Trade              $153,807

SSVEC-Primary                 Utility            $133,451

Smurfit Stone Containers      Trade              $127,057
Enterprises, Inc.

Blue Creek Produce LLC        Trade              $104,540

De Ruiter Seeds, Inc.         Trade              $102,598

Sierra Southwest Cooperative  Utility            $77,487
Services

BioBest USA Inc.              Trade              $65,144

CHEP Equipment Pooling        Trade              $65,028
Systems

Mullinix Packages, Inc.       Trade              $61,127

Koppert Biological Systems    Trade              $58,608
Inc.

Veggies Inc.                  Trade              $57,785

The petition was signed by Dwight Ferguson, chief executive
officer and president.


EVA-TONE INC: Deadline to File Exit Plan Stretched to April 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
(Tampa) gave Eva-Tone Inc. until April 30, 2009, to file a plan of
reorganization and disclosure statement.

Judge Catherine Meek McEwen, nonetheless, extended Eva-Tone's
exclusive periods to file and solicit votes on a Chapter 11 plan
until June 29.

A confirmation and disclosure statement will be held on June 1,
2009.

Pursuant to an asset purchase agreement entered into on March 10,
2009, Eva-Tone agreed to sell certain equipment assets relating to
its optical disk business to GOINDUSTRY USA, Inc. for $405,000.
The deal was subject to higher and better offers at an auction.
Competing bids were due April 1, and an auction was scheduled two
days later.

At the April 3 hearing, the Court approved the sale to GOINDUSTRY
USA, Inc.  The order said that "no other bidder made a qualified
bid by the bid deadline, and so the auction was cancelled.
Textron Financial Corporation, according to the order, did not
make a credit bid at the auction.

According to Bill Rochelle at Bloomberg News, Eva-Tone said in
court papers that the optical-disc business generated less than
half of its revenue yet more than half of its expenses. Revenue
shrank to $28 million in 2008 from $36 million in 2007.
The secured lender is owed $2.6 million.

Headquartered in Clearwater, Florida, Eva-tone Inc. --
http://www.evatone.com-- offers audio duplication, compact
disc and CD-ROM replication.  The company filed for Chapter 11
protection on November 3, 2008 (Bankr. M.D. Fla. Case No.
08-17445).  Rod Anderson, Esq., at Holland & Knight LLP,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it listed assets and debts between $10 million and
$50 million each.


FANITA RANCH: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Fanita Ranch, L.P..
                5950 Priestly Drive
                Carlsbad, CA 92008

Case Number: 09-04958

Involuntary Petition Date: April 16, 2009

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Petitioner's Counsel: Dennis J. Stryker, Esq.
                      5620 Friars Road
                      San Diego, CA 92110
                      Tel: (619) 908-3515

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Rick Engineering Company       services             $1,644,829
5620 Friars Road
San Diego, CA 92110

The Landborn Company           services             $170,000
Nicholas Arthur
7818 Ivanhoe Ave., #102
La Jolla, CA 92037

J. Whalen Associates, Inc.     services             $630,988
1660 Hotel Cir. N. #725
San Diego, CA 92108


FIA CARD: Moody's Cuts Bank Financial Strength Rating to 'D+'
-------------------------------------------------------------
Moody's Investors Service lowered the Bank Financial Strength
Rating of FIA Card Services, N.A. to D+ from C-.  FIA's long-term
debt and deposit ratings were affirmed at Aa3, and the company's
short-term ratings were affirmed at Prime-1.  The rating outlook
on the BFSR is negative, while the rating outlook on the debt and
deposit ratings is stable.  The rating action concludes the review
of FIA's BFSR initiated on March 4, 2009.  FIA, an indirect wholly
owned U.S. bank subsidiary of Bank of America Corp., is the legal
entity for BAC's U.S., Canada, and U.K. credit card businesses.

Moody's Bank Financial Strength Rating represents Moody's opinion
of a bank's intrinsic safety and soundness and, as such, excludes
external credit support elements, such as support from a parent or
government.  FIA's BFSR of D+ translates into a baseline credit
assessment of Baa3.

The downgrade of FIA's financial strength rating reflects
continuing and intensified pressure on the company's core
profitability due to deteriorating (and relatively poor relative
to peers) asset quality.  Heightened pressure on asset quality,
leading to increased loan loss provisioning, could cause net
losses for the company in 2009 and potentially 2010, in Moody's
view.  Additionally, given its monoline nature and consumer credit
exposure, FIA remains highly exposed to a weaker economic
environment than Moody's currently anticipates, heightening
transition risk for the firm's BFSR.  Positively, Moody's expects
that capital adequacy at FIA is satisfactory at March 31, 2009.

Notwithstanding the pressure on FIA's stand-alone financial
position, Moody's believes that FIA benefits from a very high
likelihood of support both from its parent and affiliates and from
the U.S. government.  The affirmation of the bank's debt and
deposit ratings at Aa3 with a stable outlook reflects this view.
The rating action is also consistent with Moody's recent
recalibration of the relative importance attached to certain
rating factors within its current bank rating methodologies.
Capital adequacy, in particular, takes on increasing importance in
determining the BFSR in the current environment.  Meanwhile, debt
and deposit ratings will reflect the fact that Moody's expects
that its support assumptions will continue to increase for
systemically important institutions during this global financial
crisis.  (Please see Moody's special comment "Calibrating Bank
Ratings in the Context of the Global Financial Crisis").

To return to a stable outlook on the BFSR and BCA, FIA would need
to demonstrate stabilization of asset quality and improvement in
core profitability, while maintaining satisfactory capital
metrics.  Further negative rating pressure could develop if
Moody's comes to the view that the firm's credit and regulatory
risk exposures could lead to a more extended period of diminished
potential returns or net losses, increasing the potential need for
additional capital infusions from its parent.

The rating actions are summarized:

FIA Card Services, N.A.

  -- BFSR downgraded to D+ from C-
  -- Long-Term Deposit and Senior Debt Rating affirmed at Aa3.
  -- Short-Term Rating affirmed at Prime-1

The last rating action on FIA was on March 25, 2009, when Moody's
lowered the long-term debt and deposit ratings, affirmed the
short-term ratings, and assigned a stable outlook to the debt and
deposit ratings.

FIA Card Services, N.A., based in Wilmington, Delaware, reported
total assets of $159.6 billion as of December 31, 2008.


FIDELITY FOODS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Fidelity Foods, LLC
        P.O. Box 13948
        Tallahassee, FL 32317

Bankruptcy Case No.: 09-40308

Chapter 11 Petition Date: April 14, 2009

Court: United States Bankruptcy Court
       Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  Thomas B. Woodward, Atty.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel: (850) 222-4818
                  Fax: (850) 561-3456
                  Email: woodylaw@embarqmail.com

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

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

The petition was signed by Charles R. Hood, a manager of the
company.

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

             http://bankrupt.com/misc/flnb09-40308.pdf


FILENE'S BASEMENT: Liquidity Crisis Prompts Sale to Buxbaum Group
-----------------------------------------------------------------
Retail Ventures, Inc., has disposed of its Filene's Basement
subsidiary to FB II Acquisition Corp., a newly formed entity owned
by the Buxbaum Group.  RVI will not realize any proceeds from this
transaction.  Retail Ventures said Filene's Basement has recently
experienced significant liquidity problems.  Future plans for the
operation of the Filene's Basement business are uncertain and will
be controlled by Filene's Basement and its new owner, Retail
Ventures said.

Filene's Basement has retained Pachulski, Stang, Ziehl & Jones LLP
as counsel and Mr. Alan Cohen as Chief Restructuring Officer.

RVI's guarantee of all of Filene's Basement's obligations under
its secured credit agreement, which currently has a balance of
$14.2 million, will continue notwithstanding the disposition of
Filene's Basement by RVI.

RVI has an arrangement with the lenders under the secured credit
agreement pursuant to which RVI has agreed to acquire a $7.5
million Last Out Participation in that secured credit agreement,
which is included in the current loan balance amount.  In
connection with the disposition of the stock of Filene's Basement,
RVI and the lenders under Filene's Basement's secured credit
facility have entered into an agreement pursuant to which the
lenders will, subject to certain terms and conditions, forbear
from making demand on the RVI guarantee until the lenders, to the
extent reasonably possible, have been able to be repaid by
Filene's Basement.  There can be no assurance that all of the
terms and conditions to the forbearance agreement, some of which
are not within the control of RVI, will be satisfied and, in
addition, RVI does not currently have forbearance agreements with
respect to certain other obligations of Filene's Basement which
RVI has guaranteed.

Retail Ventures has begun reviewing its available options to the
extent it may become necessary to manage and enhance its liquidity
position.  Although RVI's plan to enhance liquidity could include,
among other things, the sale or collateralization of shares of
common stock of DSW Inc. or a sale of equity by RVI, no assurance
can be given that any such transaction can be completed on
favorable terms or that such a transaction would satisfy all of
RVI's liquidity requirements.

DSW is not a party to any guarantees on behalf of Filene's
Basement's contractual obligations, and DSW operates under a
separate secured credit agreement to which neither RVI nor
Filene's Basement is a party.  RVI is not aware of any liquidity
difficulties at DSW.

RVI cautioned that its future financial performance in fiscal 2009
and beyond may be affected by any bankruptcy filing by Filene's
Basement; any failure by RVI to satisfy its guarantees under the
Filene's Basement credit agreement or for other obligations of
Filene's Basement; the effect of Filene's Basement or RVI not
paying certain obligations; the reputational and operational
impact on DSW of a Filene's Basement bankruptcy proceeding and
liquidity issues of RVI; the effect of possible litigation with
creditors of Filene's Basement or RVI.

Moreover, RVI said its financial performance may be affected by
the bankruptcy filing made by Value City; the impact of the
disposition of Filene's Basement and of a majority interest in
Value City and the reliance on remaining subsidiaries to pay
indebtedness and intercompany service obligations; the risk of
Value City and Filene's Basement not paying RVI or its other
creditors, for which Retail Ventures may have some liability.

RVI has not been able to file its Annual Report on Form 10-K.  RVI
believes that additional time for preparation of its Form 10-K is
necessary to enable the completion of the financial and other
disclosures regarding continuing developments related to Filene's
Basement, RVI's pursuit of its alternatives and the present and
potential future impact of these events on RVI's business,
financial condition and results of operations.  RVI anticipates
that it will be able to file its completed Form 10-K not later
than May 1, 2009.

                          About Value City

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D.N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represents the
Debtors' in their restructuring efforts.  The company selected
Epiq Bankruptcy Solutions LLC as its claims, noticing and
balloting agent.  The United States Trustee for Region 2 has named
a nine-member official committee of unsecured creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.

In November 2008, Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York granted Value City Holdings
permission to conduct going-out-of-business sales to be managed by
liquidator and financial consultant Tiger Capital Group LLC.

                       About Retail Ventures

Columbus, Ohio-based Retail Ventures, Inc. --
http://www.retailventuresinc.com/-- is a holding company whose
subsidiary, DSW, Inc. -- http://www.dsw.com/-- is a multi-channel
footwear specialty retailer operating 300 stores in 37 states as
of March 26, 2009.  DSW also supplies footwear to 367 leased
locations in other retailers nationwide (including 25 Filene's
Basement locations) and serves customers through its e-commerce
site.


FM PROPERTIES: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: FM Properties, LLC
        PO Box 203000
        Arlington, TX 76006
        214-499-5930

Bankruptcy Case No.: 09-41027

Chapter 11 Petition Date: April 6, 2009

Court: United States Bankruptcy Court Eastern District of Texas

Debtor's Counsel: Tom D. Jester, Jr., Esq.
                  Minor & Jester
                  P.O. Box 280
                  Denton, TX 76202
                  Tel: (940) 387-7585
                  Fax: (940) 387-5093
                  Email: minor.jester@verizon.net

Total Assets: $9,200,000

Total Debts: $6,016,866

A list of the Debtor's 6 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/txeb09-41027.pdf

The petition was signed by Thomas E. Morris, managing member.


FORD MOTOR: Expects China Sales to Rise 10% This Year
-----------------------------------------------------
Bret Okeson at Bloomberg News reports Ford Motor Co. expects to
boost 2009 sales in China by more than 10 percent as the
government's stimulus plan and tax cuts help increase demand.

Sales at local joint venture Changan Ford Mazda Automobile Co.
were "pretty good" in the first three months of the year, Nigel
Harris, general manager of the venture, was cited in the report as
saying.  The venture sold about 200,000 vehicles in 2008, Jeffrey
Shen, president of the company, said as cited by Bloomberg News.

Bloomberg News relates China's vehicle sales may rise 8.7% this
year to 10.2 million according to the China Association of
Automobile Manufacturers after the government halved sales taxes
on vehicles with engines of 1.6 liters or less in January and
subsidized rural drivers to buy new mini-vehicles in March.

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

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

                          *     *     *

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

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


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: U.S. Bankruptcy Court Central District of California

Judge: Meredith A. Jury

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

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

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

The Debtor identified Chase Bank Mortgage as its largest unsecured
creditor with an unliquidated claim for $230,000.


FREMONT GENERAL: Reaches Settlement with Calif. and Massachusetts
-----------------------------------------------------------------
According to Bloomberg's Bill Rochelle, Fremont General Corp.
reached settlements with the Massachusetts attorney general and
California's insurance commissioner to resolve major unresolved
claims.

The report relates that the attorney general in Massachusetts
filed suit in October 2007, contending Fremont used deceptive
practices in the mortgage origination and servicing business.  To
remove $20 million in claims, Fremont will pay the state $10
million when the settlement is approved.

The California insurance commissioner's claim for $489 million
will be satisfied by allowing a $5 million unsecured claim, paying
$5 million and giving the commissioner $4.1 million in proceeds
from the sale of artwork, Bloomberg reported.

Fremont is asking the Bankruptcy Court to extend its exclusive
period to file a plan until June 15.

                     About Fremont General

Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ)
-- http://www.fremontgeneral.com/-- was a financial services
holding company with $8.8 billion in total assets at Sept. 30,
2007.  Fremont General ceased being a financial services holding
company on July 25, 2008, when its wholly owned bank subsidiary,
Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan)
completed the sale of its assets, including all of its 22
branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's Noticing
Agent/Claims Processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured Creditors
as counsel.  The Debtor filed with the Court an amended schedule
of its assets and liabilities on Oct. 30, 2008, disclosing
$330,036,435 in total assets and $326,560,878 in total debts.


FRENCH LICK: Moody's Downgrades Default Rating to 'Ca/LD'
---------------------------------------------------------
Moody's Investors Service lowered French Lick Resorts and Casino,
LLC's probability of default rating to Ca/LD from Caa3.  The
corporate family rating and the rating on the first-mortgage notes
were also downgraded to Ca from Caa3. The rating outlook is
negative.  In Moody's opinion, these actions reflect the
completion of a transaction that has the characteristics of a
distressed exchange and the likelihood of other distressed
exchanges in the future, considering FLRC's very weak financial
condition and full reliance on the parent's support.

On April 3, 2009, Blue Sky Resorts LLC, FLRC's direct parent,
announced the purchase of $31.7 million in aggregate principal
amount or approximately 22% of FLRC's $142 million first-mortgage
notes at a discount to the par value.  The funds for the purchase
were provided by a capital contribution to Blue Sky Resorts LLC by
Cook Group Incorporated (not rated by Moody's), its ultimate
parent.  The transaction constitutes in Moody's view a distressed
exchange and therefore a default event under Moody's definition of
default.

In the next few days, Moody's will remove the LD designation and
the probability of default rating will go to Ca.  The other
ratings will remain unchanged.  Post-transaction, the Ca ratings
reflect Moody's expectation that FLRC will maintain in the near
term significant operating losses, very high financial leverage
and weak liquidity, and will remain fully reliant on Cook Group
Incorporated's support to meet its near-term debt service
obligations.

The negative outlook reflects the risk that Cook Group
Incorporated decides to discontinue its support to FLRC or a new
distressed exchange transaction materializes.

Rating downgraded:

  -- Probability of default rating to Ca/LD from Caa3

  -- Corporate family rating to Ca from Caa3

  -- First-mortgage notes due 2014 to Ca (LGD4/56%) from Caa3
     (LGD3/45%)

The last rating action was on May 5, 2008, when Moody's affirmed
the Caa3 corporate family rating.

French Lick Resorts & Casino LLC is a privately held company that
owns a luxury resort consisting of a casino with about 1,200 slot
machines and 44 table games, two historic hotels with 690 guest
rooms, and 45 holes of golf in French Lick, Indiana.


FRENCH LICK: S&P Raises Corporate Credit Rating to 'CC' from 'SD'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on French Lick Resorts & Casino LLC to 'CC' from 'SD'.  The
rating outlook is negative.  At the same time, S&P raised its
issue-level rating on FLRC's senior notes to 'C' from 'D'.

The ratings upgrade reflects an assessment of FLRC's operating
performance and capital structure following the repurchase of
$31.7 million in principal amount of the company's $270 million
first mortgage notes, of which $142.1 million was outstanding as
of December 31, 2008.

"The 'CC' rating reflects our expectation for the company to be
unable to meet its fixed obligations through internally generated
funds," noted Standard & Poor's credit analyst Ariel Silverberg.
"FLRC has extremely weak credit measures, in part due to its
facility's relatively remote location, as well as increased
competition following the opening of two racinos in Indianapolis,
Ind. in June 2008."

FLRC is a private company and does not publicly disclose its
financial information.


GANNETT CO: Moody's Reviews 'Ba1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service placed Gannett Co., Inc.'s Ba1 Corporate
Family Rating, Ba1 Probability of Default Rating and Ba2 senior
unsecured note ratings on review for possible downgrade and
lowered the speculative-grade liquidity rating to SGL-4 from SGL-
3.  The review and reduction in the SGL rating reflect Moody's
expectation, based on the rating agency's projected decline in
Gannett's advertising revenue and EBITDA, that Gannett may be
required to amend the 3.5x maximum senior debt-to-EBITDA covenant
in its bank credit facilities by the end of 2009 to avoid a
covenant violation.  Moody's is also concerned that Gannett may
not be able to sustain free cash-to-debt (approximately 13% LTM
3/29/09 incorporating Moody's standard adjustments and the 90%
dividend reduction) above the 8% level anticipated in the Ba1 CFR.

On Review for Possible Downgrade:

Issuer: Gannett Co., Inc.

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba1

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba1

  -- Issuer Rating, Placed on Review for Possible Downgrade,
     currently Ba2

  -- Senior Unsecured Notes, Placed on Review for Possible
     Downgrade, currently Ba2 (LGD5 - 85%)

  -- Shelf Ratings, Placed on Review for Possible Downgrade,
     currently (P)Ba2

Downgrades:

Issuer: Gannett Co., Inc.

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
     SGL-3

Outlook Actions:

Issuer: Gannett Co., Inc.

  -- Outlook, Changed To Rating Under Review From Stable

In the review, Moody's will focus on Gannett's revenue
performance, efforts to manage costs, and prospective ability to
maintain compliance with the senior debt-to-EBITDA covenant.
Moody's believes Gannett's positive free cash flow generation,
cost reduction efforts, and its local content infrastructure,
brand recognition and advertiser relationships increase the
likelihood that it would obtain a covenant amendment and will
focus on the effect that an amendment, if necessary, might have on
the company's borrowing costs and priority of debt claims.  As
part of the review, Moody's will consider Gannett's ability to
manage the pressure on newspapers' market position created by
competing news and information providers and advertising channels,
and its ability to proactively adjust the structural costs
associated with the physical newspaper distribution model.

The last rating action on Gannett was a downgrade of the senior
unsecured notes to Ba2 from Baa3 and the commercial paper rating
to Not Prime from Prime-3, and the assignment of a Ba1 CFR, Ba1
PDR, and a SGL-3 rating on February 26, 2009.

Gannett Co. Inc., headquartered in McLean, Virginia, is a
geographically diversified international news and information
company.


GARCIA EXPRESS: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: GARCIA EXPRESS, L.L.C.
        639 South 54th Avenue
        Phoenix, AZ 85042

Bankruptcy Case No.: 09-06502

Debtor-affiliate filing separate Chapter 11 petition:

   Case No.   Affiliate
   --------   ---------
   09-06583   GARCIA LEASING, L.L.C.

Chapter 11 Petition Date: April 2, 2009

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Joel F. Newell, Esq.
                  Carmichael & Powell, P.C.
                  7301 N. 16th Street
                  PHOENIX, AZ 85020
                  Tel: 602-861-0777
                  Fax: 602-870-0296
                  Email: j.newell@cplawfirm.com

Total Assets: $1,672,364

Total Debts: $1,591,667

A list of the Debtor's 8 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb09-06502.pdf

The petition was signed by Adam Garcia, the Company's managing
member.


GENERAL MOTORS: To Get Up To $5 Billion in Additional Gov't Loans
-----------------------------------------------------------------
The Office of the Special Inspector General for the Troubled Asset
Relief Program said General Motors Corp. will receive up to $5
billion and Chrysler Holding LLC up to $500 million in additional
working capital.

Pursuant to the U.S. Government's Automotive Industry Financing
Program, the U.S. Department of the Treasury made emergency loans
to GM, Chrysler Holding LLC, and Chrysler Financial Services
Americas LLC.  In addition to these investments, Treasury
purchased senior preferred stock from GMAC LLC.  As of March 31,
2009, Treasury has expended $24.8 billion in AIFP investments, out
of an initial projected funding total of $25 billion.

As part of the bailout program, GM and Chrysler submitted
restructuring plans to Treasury on February 17, 2009, as required.
Upon submission, President Obama's Designee on the Auto Industry
determined that the restructuring plans did not meet the threshold
for long-term viability.  However, on March 30, 2009, both GM and
Chrysler were granted extensions to complete the restructuring
plans to comply with the requirements set forth under AIFP.  The
additional loans are part of the modification to the existing loan
program.

Special Inspector General Neil M. Barofsky said in his office's
quarterly report to the U.S. Congress that, in addition to the
initial $25 billion committed in AIFP, Treasury announced two new
sub-programs to assist the automobile industry:

   -- Auto Supplier Support Program

      As an expansion of AIFP, the stated purpose of ASSP is to
      provide up to $5 billion of Government-backed financing to
      break the adverse credit cycle affecting the auto suppliers
      and the manufacturers by "providing suppliers with the
      confidence they need to continue shipping their parts and
      the support they need to help access loans to pay their
      employees and continue their operations."


   -- Auto Warranty Commitment Program

      As another complementary program to AIFP, the Auto Warranty
      Commitment Program was devised by the Administration with
      the stated intent to bolster consumer confidence in
      automobile warranties on GM- and Chrysler-built vehicles.
      To reassure consumers that their auto warranties will be
      honored during this period of  restructuring, the
      Administration will provide Government-backed financing.
      Treasury preliminarily discussed potential funding for the
      Auto Warranty Commitment Program for up to an estimated
      $1.1 billion.

GM faces a June 1 deadline to complete restructuring plans that
satisfy the government's auto task force.  Chrysler has until
April 30.

So far, GM has received $13.4 billion in federal loans.  Chrysler
has received $4 billion.

According to The Associated Press, a person briefed on the plans
said Tuesday that the exact amount of the loans have not been
finalized and will be worked out with the companies.  The person
asked not to be identified because the negotiations are
confidential, AP said.

Newly-minted GM CEO Fritz Henderson has said GM would need $4.6
billion during the second quarter.

As reported by the Troubled Company Reporter on April 20, 2009, GM
is finalizing a plan on a Chapter 11 bankruptcy filing in case it
fails to reduce its $62 billion debt ahead of the June 1 deadline.
According to Telegraph.co.uk, CEO Henderson said the government
wasn't pressuring the Company into making a decision before the
cut-off date.  "Given what we need to accomplish, I certainly felt
a couple weeks ago that it was more probable that we would need to
go through a bankruptcy process," Telegraph.co.uk quoted Mr.
Henderson as saying.  Mr. Henderson said that it was still
"feasible" that a bankruptcy might be avoided, but he admitted
that any decision on a bankruptcy filing would be made by the
Company in conjunction with the Treasury.

AP said a Chrysler spokeswoman noted only that the company has not
received any more money beyond the initial $4 billion.

The TCR said yesterday the government could force Chrysler 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.  Chrysler has until April 30 to reach cost-cutting
accords with the union and bank lenders, and an alliance pact with
Fiat.  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.  John D. Stoll at The Wall Street Journal
said 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.

Lenders including J.P. Morgan Chase and Citigroup are owed $6.8
billion by Chrysler.  The Treasury, the Journal said, has asked
them to cut 85% of that obligation to save Chrysler.  The lenders
have 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 Journal
said.  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.

Mr. Nardelli's counterpart at GM, CEO Rick Wagoner, resigned his
post early this month as a condition for additional government
help.  Mr. Henderson took his post.

                         About Chrysler

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.

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

                           *     *     *

As reported by the Troubled Company Reporter on April 14, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on Chrysler's senior secured first-lien term loan due 2013 to 'CC'
(the same as the 'CC' corporate credit rating on Chrysler) from
'CCC'.  The recovery rating was revised to '4' from '1',
indicating S&P's view that lenders can expect average (30% to 50%)
recovery in the event of a payment default.  The corporate credit
rating is unchanged, at 'CC', which reflects S&P's view of the
likelihood of default -- from either a bankruptcy or a distressed
debt exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high. The last rating
action on GM and Chrysler was a downgrade of their Corporate
Family Ratings to Ca on December 3, 2008.

                      About General Motors

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

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

For the 2008 calendar year, GM reported an adjusted net loss,
excluding special items, of $16.8 billion.  This compares to an
adjusted net loss of $279 million.  Including special items, the
company reported a loss of $30.9 billion, compared to a reported
loss of $43.3 billion in 2007, which included a non-cash special
charge of $38.3 billion in the third quarter related to the
valuation allowance against deferred tax assets.

GM 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

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

As of December 31, 2008, GM reported $91,047,000,000 in total
assets, $176,387,000,000 in total liabilities, and $86,154,000,000
in stockholders' deficit.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default. The corporate credit rating remains unchanged, at
'CC', reflecting its view of the likelihood that GM will default--
through either a bankruptcy or a distressed debt exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high. The last rating
action on GM and Chrysler was a downgrade of their Corporate
Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: To Be Forced to Ch. 11 If Plan Still Unviable
-------------------------------------------------------------
On March 30, 2009, both General Motors Corp. and Chrysler LLC were
granted extensions to complete the restructuring plans after
finding that their restructuring plans submitted February 17 were
not viable.  The Treasury granted Chrysler a 30-day extension,
until May 1, 2009, and GM a 60-day extension, until June 1, 2009,
to resubmit their restructuring plans.

As a modification to the existing loans, GM will receive up to $5
billion and Chrysler up to $500 million in additional working
capital during the extension period, a report by the Office of the
Special Inspector General said.

The Special Inspector General's report notes that the Treasury
Secretary acknowledged that, although GM has made significant
progress on meeting its goals, more progress needs to be made in
order for GM to become a viable long-term enterprise.  GM was
given 60 days to submit a revised plan to demonstrate progress for
its long-term viability.  "If it fails to do so, GM's loan from
the Government will become due 30 days thereafter, which will
likely force GM into bankruptcy," the report said.

As of March 31, 2009, Treasury has expended $24.8 billion in Auto
Industry Financing Program investments, out of an initial
projected funding total of $25 billion.  Chrysler Holdings LLC,
GM, GMAC LLC and Financial Services Americas LLC were the
beneficiaries of the AIFP.  The Treasury has expended another $5
billion for auto parts suppliers under its Auto Supplier Support
Program.

A copy of the Inspector General Report is available at:

http://www.sigtarp.gov/reports/congress/2009/April2009_Quarterly_R
eport_to_Congress.pdf

               $4.6 Billion Needed for This Quarter

General Motors is already operating with $13.4 billion in U.S.
loans from the Treasury.  In addition to that amount, GM will
probably need $4.6 billion in additional U.S. aid this quarter,
Jeff Green and Katie Merx of Bloomberg News reported, citing the
Chief Executive Officer Fritz Henderson.

Bloomberg relates that in its February 17 plan, which the auto-
task force panel considered as not viable, GM asked for as much as
$16.6 billion more in loans on top of the $13.4 billion it has
already received.

GM is still developing its restructuring plan with U.S. Treasury
officials to try to avoid bankruptcy.  To avoid court protection,
Bloomberg reports that 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%.

"GM will file for bankruptcy protection unless it can restructure
out of court by June 1," Mr. Henderson warned.  "The company is
talking with debt holders and unions to get deeper cuts.  GM is
developing a proposal to bondholders as fast as possible, "so
think of this as April timing".

Mr. Henderson, as cited by Blooomberg, said that the automaker
decided not to sell its AC Delco parts unit and has three bidders
for its Hummer brand.  GM said it has several parties interested
in buying its Saturn and Saab brands and at least six entities
weighing investing in its German Opel unit.

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.

In addition, GM, according to Bloomberg, must slash United Auto
Workers health-fund obligations to less than $10.2 billion from
$20.4 billion and bond debt to less than $9.2 billion from $27.5
billion, amounts proposed in the now-rejected plan, or face a
government-backed bankruptcy.  "We have continued dialogue with
the UAW on a whole host of issues," Mr. Henderson said, adding
that the union's need to secure an agreement with Chrysler LLC is
slowing GM talks. "While our dialogue is open, I would expect we'd
be able to pick up the pace here in the next couple of weeks."

                     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.

For the 2008 calendar year, GM reported an adjusted net loss,
excluding special items, of $16.8 billion.  This compares to an
adjusted net loss of $279 million.  Including special items, the
company reported a loss of $30.9 billion, compared to a reported
loss of $43.3 billion in 2007, which included a non-cash special
charge of $38.3 billion in the third quarter related to the
valuation allowance against deferred tax assets.

GM 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

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

As of December 31, 2008, GM reported $91,047,000,000 in total
assets, $176,387,000,000 in total liabilities, and $86,154,000,000
in stockholders' deficit.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default. The corporate credit rating remains unchanged, at
'CC', reflecting its view of the likelihood that GM will default--
through either a bankruptcy or a distressed debt exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high. The last rating
action on GM and Chrysler was a downgrade of their Corporate
Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: Will Lay Off 1,600 Salaried Workers This Week
-------------------------------------------------------------
Katie Merx at Bloomberg News reports that General Motors Corp.
said that about 1,600 salaried workers will be dismissed this
week.

GM spokesperson Tom Wilkinson, according to Bloomberg, said that
combined with 250 earlier layoffs and other resignations and
retirements, the moves will complete the bulk of GM's plan for
eliminating about 3,400 salaried positions in the U.S.

Bloomberg notes that additional layoffs may be expected after GM
CEO Fritz Henderson said on April 17 that the Company would have
to get rid of more jobs to meet government demands for deeper and
faster savings to continue to operate with the government's
financial assistance.

The auto task force, says Bloomberg, is tentatively set to meet
with representatives of salaried retirees from GM, Ford Motor Co.
and Chrysler LLC, on April 24.

      Dealers Must Prepare for GM's Bankruptcy, Experts Say

Sharon Silke Carty at USA Today reports that experts are advising
car dealers to prepare themselves for GM's possible bankruptcy.

Scott Silverman, partner at law firm McCarter & English who
specializes in representing dealers, said that he's been prepping
Massachusetts-area dealers for a GM Chapter 11 filing with
seminars informing them of their rights and telling them to
prepare for the worst, USA Today relates.

According to USA Today, Mr. Silverman said that if GM files for
bankruptcy protection, money owed to dealers for warranty work
they've done on cars or for rebates they've already paid to buyers
could just disappear.  USA Today notes that a bankruptcy court
might let GM cancel dealers' franchise agreements.  USA Today
relates that GM has said that it needs fewer dealers and that it's
not going to buy out dealers as it did at huge cost when it closed
Oldsmobile.

         GM May Build New Plant in China to Boost Sales

Stephanie Wong at Bloomberg News reports GM is "likely" to build a
new factory in China on surging demand.

"Operations in China are profitable and in the future China can
finance its own growth," Bloomberg News quoted Nick Reilly, the
company's Asia-Pacific president, as saying, but didn't give a
timeframe for the new plant.

The report discloses GM boosted sales in China by 38% last month
compared to U.S. sales which slumped 45%.

GM said April 9 it expects to double annual sales in China to more
than 2 million vehicles over the next five years, with more than
30 new and upgraded models being introduced in that span, the
report relates.

The automaker meanwhile delayed expansion of an Indian plant for
as long as two years as sales growth there has slowed and will
seek to turn around sales in Australia and South Korea, Bloomberg
News says citing Mr. Reilly.

                      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.

For the 2008 calendar year, GM reported an adjusted net loss,
excluding special items, of $16.8 billion.  This compares to an
adjusted net loss of $279 million.  Including special items, the
company reported a loss of $30.9 billion, compared to a reported
loss of $43.3 billion in 2007, which included a non-cash special
charge of $38.3 billion in the third quarter related to the
valuation allowance against deferred tax assets.

GM 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

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

As of December 31, 2008, GM reported $91,047,000,000 in total
assets, $176,387,000,000 in total liabilities, and $86,154,000,000
in stockholders' deficit.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default. The corporate credit rating remains unchanged, at
'CC', reflecting its view of the likelihood that GM will default--
through either a bankruptcy or a distressed debt exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high. The last rating
action on GM and Chrysler was a downgrade of their Corporate
Family Ratings to Ca on December 3, 2008.


GENERAL MOTORS: "Likely" to Build Factory in China
--------------------------------------------------
Stephanie Wong at Bloomberg News reports that General Motors
Corp., shuttering U.S. plants in a bid to avoid bankruptcy, is
"likely" to build a new factory in China on surging demand.

Bloomberg relates that the biggest overseas automaker in China GM,
boosted sales in the country 38% last month as government stimulus
measures spurred demand for its minivans. By contrast, the
company's U.S. sales slumped 45% on the recession, as it battles
to convince the U.S. government that it's still viable.

Bloomberg says that the Detroit-based carmaker said April 9 it
expects to double annual sales in China to more than 2 million
vehicles over the next five years, with more than 30 new and
upgraded models being introduced in that span.

According to Bloomberg, GM makes vehicles in China through two
ventures, both of which are backed by SAIC Motor Corp.

"Operations in China are profitable and in the future China can
finance its own growth," Nick Reilly, the company's Asia-Pacific
president, according to the report said at the April 20 Shanghai
auto show.  He didn't give a timeframe for the new plant.

Mr. Reilly added saying, "GM is basing its business planning in
Asia on the assumption that it will have to finance projects
locally, insulating it from possible problems in the U.S. We won't
get money out of the U.S. into China. Still, "we don't need to
because we have a very good balance sheet".

                      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.

For the 2008 calendar year, GM reported an adjusted net loss,
excluding special items, of $16.8 billion.  This compares to an
adjusted net loss of $279 million.  Including special items, the
company reported a loss of $30.9 billion, compared to a reported
loss of $43.3 billion in 2007, which included a non-cash special
charge of $38.3 billion in the third quarter related to the
valuation allowance against deferred tax assets.

GM 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

Deloitte & Touche LLP, has said there is substantial doubt about
GM's ability to continue as a going concern after reviewing GM's
2008 financial report.  Deloitte cited the Company's recurring
losses from operations, stockholders' deficit and failure to
generate sufficient cash flow to meet the Company's obligations
and sustain the its operations.  It said GM's future is dependent
on the Company's ability to execute the Company's Viability Plan
successfully or otherwise address these matters.  If the Company
fails to do so for any reason, the Company would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code.

As of December 31, 2008, GM reported $91,047,000,000 in total
assets, $176,387,000,000 in total liabilities, and $86,154,000,000
in stockholders' deficit.

Standard & Poor's Ratings Services on April 10 lowered its issue-
level rating on GM's $4.5 billion senior secured revolving credit
facility to 'CCC-' (one notch above the 'CC' corporate credit
rating on the company) from 'CCC'.  It revised the recovery rating
on this facility to '2' from '1', indicating its view that lenders
can expect substantial (70% to 90%) recovery in the event of a
payment default. The corporate credit rating remains unchanged, at
'CC', reflecting its view of the likelihood that GM will default--
through either a bankruptcy or a distressed debt exchange.

Moody's Investors Service said February 18 that the risk of a
bankruptcy filing by GM and Chrysler remains high. The last rating
action on GM and Chrysler was a downgrade of their Corporate
Family Ratings to Ca on December 3, 2008.


GEORGIA-PACIFIC LLC: Moody's Puts 'Ba3' Rating on Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Georgia-Pacific
LLC's proposed new senior unsecured guaranteed notes offering due
2016 and affirmed the company's existing ratings.  The rating
outlook is stable.

The net proceeds from the notes offering will be used for general
corporate purposes, including repayments of any amounts
outstanding under the company's domestic accounts receivable
securitization facility and revolving credit facility.  The new
notes will be guaranteed on a senior unsecured basis by several
domestic subsidiaries and the new notes and the guarantees will
rank equally in right of payment with all of the company's and
guarantor's existing and future senior unsecured indebtedness.

GP's Ba3 corporate family rating reflects the company's
significant scale and diverse product offering, leading market
positions in a number of distinct business segments, a stable
aggregate cash flow stream and the flexibility to generate cash by
the divestiture of discrete business lines should the need arise.
GP's vertically integrated relatively low cost asset base and its
sponsorship benefits provided by its parent Koch Industries
further support the ratings.  Key credit challenges for GP include
financial constrains and refinancing risks given the company's
large debt load and declining volumes and pricing for many of the
company's products.

GP's has good liquidity supported by substantial availability
under its credit facility and expectations of continued positive
free cash flow generation.  GP's liquidity profile is also
supported by its modest cash position and strong alternative
liquidity potential from asset sales.  The company's primary
source of liquidity consists of a broadly syndicated $1.75 billion
revolving credit facility that matures in December 2010, an $825
million domestic accounts receivable facility and a Euro 150
million European accounts receivable facility.  GP's total
liquidity at year end- 2008, including cash, was approximately
$1.3 billion.

Assignments:

Issuer: Georgia-Pacific LLC

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3, LGD 3,
     46%

Moody's last rating action was on December 11, 2006 when Moody's
assigned a Ba3 rating to GP's $1.25 billion senior unsecured
guaranteed note offering.

Headquartered in Atlanta, Georgia, GP is a privately owned global
leader in tissue and other consumer products, and has significant
operations in building products and paper-based packaging.


GEORGIA-PACIFIC LLC: S&P Assigns 'BB-' Rating on $600 Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
senior unsecured debt rating and '3' recovery rating to the
proposed $600 million guaranteed senior unsecured notes due 2016
of Georgia-Pacific LLC.  The ratings are based on preliminary
terms and conditions.  Certain of GP's domestic subsidiaries that
represent a significant portion of the company's EBITDA and
consolidated assets will guarantee the notes.  GP will use
proceeds from the notes to repay amounts outstanding under its
domestic accounts receivable securitization facility and/or
revolving credit facility, and for other general corporate
purposes.

At the same time, Standard & Poor's affirmed all of its ratings on
GP, including the 'BB-' corporate credit rating.  The outlook is
stable.

"The affirmation reflects our view that GP's diversified product
portfolio will continue to generate relatively stable consolidated
financial results and credit measures that are acceptable for the
ratings despite the ongoing downturn in residential construction
markets and the U.S. recession," said Standard & Poor's credit
analyst Pamela Rice.

The ratings on Atlanta-based GP reflect the company's broad
product diversity, good cost positions in most segments, and
leading market shares in many of the product categories in which
it competes.  The ratings also reflect the company's aggressive
debt leverage, significant annual debt maturities, highly
competitive end markets, and the cyclicality of its paper,
packaging, and building products segments.  The ratings on GP do
not incorporate any credit support from its parent, Koch
Industries Inc. (unrated), one of the largest privately held
companies in the U.S.


GLOBAL OUTREACH: U.S. Trustee Form Six-Member Creditors Committee
-----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed six creditors to serve on an official committee of
unsecured creditors of Global Outreach S.A. dba Global Outreach,
Sociedad Anonima.

The members of the Committee are:

   1) Scott McCaw
      216 Byram Shore Road
      Greenwich, CT 06830

   2) Robert Spass
      804 amapo Way
      Westfield, NJ 07090

   3) Vipin Mayar
      435 E. 76TH Street, PHB
      New York, NY 10021

   4) Thomas S. Carter
      110 Hix Avenue
      Rye, NY 10580

   5) Joseph T. Smith
      260 Highview Lane
      Media, PA 19063

   6) Patrick A. Bello
      1760 Governor's Way
      Blue Bell, PA 19422

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 Morristown, New Jersey, Global Outreach, S.A. dba
Global Outreach, Sociedad Anonima filed for Chapter 11 protection
on March 12, 2009, (Bankr. Case No. 09-15985).  Kasen & Kasen
represents the Debtor in its restructuring effort.  The Debtor
listed estimated assets of $100 million to $500 million and
estimated debts of $50 million to $100 million.


GMAC COMMERCIAL: Fitch Puts Ratings on 11 Notes on Negative Watch
-----------------------------------------------------------------
Fitch Ratings-New York-20 April 2009: Fitch Ratings has placed on
Rating Watch Negative these 11 classes of GMAC Commercial Mortgage
Securities, Inc.'s commercial mortgage pass-through certificates,
series 2005-C1:

  -- $127.8 million class A-J 'AAA'; Rating Watch Negative;
  -- $34 million class B 'AA'; Rating Watch Negative;
  -- $12 million class C 'A+'; Rating Watch Negative;
  -- $24 million class D 'A-'; Rating Watch Negative;
  -- $16 million class E 'BBB+'; Rating Watch Negative;
  -- $16 million class F 'BBB-'; Rating Watch Negative;
  -- $16 million class G 'BB-'; Rating Watch Negative;
  -- $20 million class H 'B-'; Rating Watch Negative;
  -- $6 million class J 'CCC/DR1'; Rating Watch Negative;
  -- $6 million class K 'CCC/DR2'; Rating Watch Negative;
  -- $8 million class L 'CC/DR4'; Rating Watch Negative.

The Rating Watch Negative placements on classes A-J through L are
due to the recent transfer of the sixth largest loan in the
transaction: 3301 N. Buffalo Drive (3.9%).

The 3301 N. Buffalo Drive loan is collateralized by a 321,041
square foot class A office property located in Las Vegas, NV.  The
loan was transferred to special servicing on April 17, 2009 due to
imminent default.  The property suffered a substantial decline in
occupancy that has affected the borrower's ability to service the
debt.  Based on the most recent rent roll, an additional 114,353
square feet of space at the property (36%) corresponds to leases
that expire in 2009 or that are currently operating on a month-to-
month basis.  The most recent servicer-reported debt service
coverage ratio was 1.43 times (x) as of year-end 2008, and the
occupancy was 59.2% as of the same date.  This compares to a
reported DSCR of 1.90x and occupancy of 93.4% at year-end 2007.

In addition to the newly transferred loan, an additional five
assets (3.6%) are currently with the special servicer, one of
which (0.9%) transferred subsequent to the previous Fitch rating
action.  Fitch expects losses on four of the five assets (3.4%)
that transferred prior to the April remittance date.

Fitch expects to resolve the Rating Watch status of these classes
as more information about the potential workout scenarios and an
updated valuation of the loan become available.  Fitch considers
the Outlooks on the 'AAA' rated classes senior to class A-J to be
Stable due to potential losses having limited impact on credit
enhancement given the size of the A-J class.


GRAY TELEVISION: Possible Breach of Pact Cues S&P's Junk Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Atlanta, Georgia-based TV broadcasting
company Gray Television Inc. and removed them from CreditWatch,
where they were placed with negative implications on March 23,
2009.  The corporate credit rating was lowered to 'CCC+' from
'B-', and the rating outlook is negative.

At the same time, S&P revised its recovery rating on Gray's senior
secured credit facilities to '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery in the event of a payment
default, from '2'.  S&P lowered ita issue-level rating on this
debt to 'CCC+' (at the same level as the corporate credit rating
on the company) from 'B', in accordance with S&P's notching
criteria for a recovery rating of '3'.

"The ratings downgrade reflects our concern that despite the
loosening of its leverage covenant in 2009, Gray could breach the
covenant when it tightens again in the first quarter of 2010,"
said Standard & Poor's credit analyst Deborah Kinzer.

The company recently amended its credit agreement, but S&P
believes that the cushion of covenant compliance could remain very
narrow because of the softness in TV ad demand in 2009, with a
recession occurring in a non-election year.  S&P expects the
company's financial resources to remain extremely thin and
potentially inadequate to cover fees and the likely interest rate
increase that may accompany a further amendment.

The 'CCC+' corporate credit rating reflects Gray's very high debt
leverage, the mature and cyclical nature of TV advertising, and
the task that the company faces in restoring an adequate cushion
of covenant compliance during a recession.  Minimal positive
factors are the strong market position of Gray's major-network
affiliated TV stations and the good margin and discretionary cash
flow potential of the TV broadcasting business.

                           *     *     *

With the downgrade, Gray TV's S&P ratings now match the ding
issued by Moody's in April 2009, Bloomberg's Bill Rochelle said.


GREEN WOOD: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: GREEN WOOD DEVELOPMENT INC.
        PO BOX 9066632
        SAN JUAN, PR 00906
        787-722-7380

Bankruptcy Case No.: 09-02684

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court District of Puerto Rico

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  P O BOX 9023115
                  San Juan, PR 00902-3115
                  787 724-2867
                  Email: cerqlaw@coqui.net

Total Assets: $3,573,221

Total Debts: $485,382

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb09-02684.pdf

The petition was signed by Frank Dominguez, the Company's
president.


GREENBRIER HOTEL: Exit Plan Hinges on CBA Rejection, CSX Waiver
---------------------------------------------------------------
Greenbrier Hotel Corp. filed a Chapter 11 plan, which contemplates
the sale of its historic resort in White Sulfur Springs, West
Virginia, to a subsidiary of Marriott International Inc.

Bloomberg's Bill Rochelle notes that the Plan submitted by
Greenbrier to the U.S. Bankruptcy Court for the Eastern District
of Virginia works only if Greenbrier succeeds at a hearing
beginning May 4 in obtaining the termination of an existing
collective bargaining agreement with the labor union.  Marriott,
according to the report, will buy the hotel only if the existing
union contract is modified to its satisfaction.  Greenbrier said
it especially needs to terminate the so-called successorship
clause so Bethesda, Maryland-based Marriott won't be bound by
whatever contract the union has with the hotel at the time of the
sale.

An auction will be held June 12 to learn whether anyone will top
the Marriott offer.  Other bids are initially due June 8.  A
hearing to approve the sale will be held June 17.

Bloomberg also said the Plan calls for Greenbrier's ultimate
parent, CSX Corp., to pass up recoveries on the $91 million
unsecured claim it's owed.  As a result, trade suppliers with
claims of as much as $1.8 million could take home a 93.5 percent
recovery, according to the explanatory disclosure statement.
Other unsecured creditors would recover 1.75% on their $1 million
in claims.

The Disclosure Statement says that any claim by the union will be
automatically under objection.

The sale to Marriott requires CSX to provide the hotel with
$50 million over two years, Bloomberg notes. In return, Marriot
will pay between $60 million and $130 million over seven years,
with the amount and timing depending on the hotel's financial
performance.  The Greenbrier has 700 rooms, three golf courses,
tennis courts and a spa.

The Court will consider approval of the adequacy of the
information in the Disclosure Statement on May 19.

Copies of the Plan and Disclosure Statement are available at no
charge at:

    http://bankrupt.com/misc/Greenbrier_Ch11_Plan.pdf
    http://bankrupt.com/misc/Greenbrier_Disc_Statement.pdf

Based in White Sulphur Springs, West Virginia, Greenbrier Hotel
Corporation -- http://www.greenbrier.com-- fka CSX Hotels, Inc.,
owns an award-winning resort located in White Sulphur Springs,
West Virginia. A National Historic Landmark, The Greenbrier
represents 230 years of history with its classic architecture,
exquisite interior design, carefully sculpted landscape,
impeccable service and outstanding amenities.

Greenbrier Hotel and its affiliates filed for Chapter 11
protection on March 19, 2009, (Bankr. E. D. Va. Lead Case No.: 09-
31703) Dion W. Hayes, Esq. and Patrick L. Hayden, Esq. at
McGuireWoods LLP represent the Debtors in their restructuring
efforts.  The Debtors propose to employ Huddleston Bolen LLP as
corporate counsel; Dinsmore & Shohl LLP as special labor counsel;
Kurtzman Carson Consultants LLC as claims agent.  The Debtors
listed assets of $50 million to $100 million and debts of
$100 million to $500 million.


GREENWICH PLAZA: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Greenwich Plaza LLC
        5148 Suder Ave.
        Toledo, OH 43611

Bankruptcy Case No.: 09-32122

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Joanna E. Baron, Esq.
                  1900 Monroe St #113
                  Toledo, OH 43604
                  Tel: (419)243-0020
                  Fax: (419)243-3145
                  Email: Joannabaron@att.net

Total Assets: $800,000

Total Debts: $1,250,000

The Debtor identified its largest unsecured creditor as:

   Wells Fargo Bank as trustee    Claim Amount: $1,250,000
   LaSalle Commercial Mortgage    ($800,000 of which is secured)
   10851 Mastin, Blvd. Suite 300
   Overland Park, KS 66210

The petition was signed by Issa Sobh, the Company's president.


GULF STATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Gulf States Long Term Acute Care of Covington, LLC
        20050 Crestwood Blvd.
        Covington, LA 70433-5207
        Tax ID / EIN: 20-0326887

Bankruptcy Case No.: 09-11116

Chapter 11 Petition Date: April 20, 2009

Court: U.S. Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: William E. Steffes, Esq.
                  Steffes Vingiello & McKenzie LLC
                  13702 Coursey Boulevard
                  Building 3
                  Baton Rouge, LA 70817
                  (225) 751-1751
                  Fax : (225) 751-1998
                  Email: bsteffes@steffeslaw.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/laeb09-11116.pdf

The petition was signed by Robert A. Maurin, III, member of the
Company.


HANLEY WOOD: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and issue-level ratings on specialized business-
to-business media company Hanley Wood LLC and removed them from
CreditWatch with negative implications, where S&P had placed them
on February 5, 2009.  In addition, S&P lowered the corporate
credit rating to 'B-' from 'B'.  Standard & Poor's also revised
the recovery rating on the company's credit facility to '4' from
'3', indicating S&P's expectation of average (30% to 50%) recovery
in the event of a payment default.  The outlook is stable.

The rating downgrade reflects S&P's concern that the soft U.S.
housing market, weak advertising demand, and general economic
conditions will continue to pressure performance in 2009, causing
Hanley Wood's borrowing availability under its revolving credit
facility to become strained by rising debt leverage and impending
financial covenant step-downs.

The ratings on Washington, D.C.-based Hanley Wood reflect high
financial risk resulting from the August 2005 leveraged
acquisition of the company, EBITDA declines over the last two
years, limited liquidity, cyclical operating performance, and
limited business diversity.  Minimal positives are the company's
good niche competitive positions in the residential publishing and
exhibition industries.

Standard & Poor's could revise the outlook to negative if advanced
bookings for 2010 exhibitions decline meaningfully, which would
negatively affect Hanley Wood's discretionary cash flow in the
second half of 2009.  More specifically, S&P could revise the
outlook to negative if the company cannot build cash balances in
excess of $10 million by the end of the year.  The company
generally accesses its revolving credit facility in the first half
of the year to cover expenses for trade shows and working capital.

"Given our concerns that Hanley Wood will not be able to access
its revolving credit facility in late 2009, the company will need
to build cash balances in the second half of the year to cover
expenses in 2010," said Standard & Poor's credit analyst Jeanne
Mathewson.  "Conversely, an outlook revision to positive, which
S&P views as unlikely over the intermediate term, would require a
general turnaround in the U.S. housing market that would allow the
company to increase profitability and reduce debt leverage," she
continued.


HAMPSHIRE GROUP: Unveils Restructuring and Cost Reduction Plan
--------------------------------------------------------------
Hampshire Group, Limited has initiated a restructuring and cost
reduction plan.  The Plan is designed to significantly reduce the
Company's fixed cost structure, improve its return on invested
capital, increase its operating efficiency and better position the
Company for the long term.

The components of the Plan include a net reduction of 75
employees, or approximately 24% of the Company's global workforce,
across all levels of the organization at all of its U.S. and Asian
locations, a compensation reduction program applicable to senior-
level employees, the elimination of the 401(k) matching
contribution, the reorganization of certain operating functions
and the consolidation of all of the Company's New York operations
into one location.  The reduction in workforce is necessitated by
reduced sales volume and the outsourcing of certain functions.

When completed, the Company expects to achieve annualized savings
from selling, general and administrative expenses in excess of
$6.6 million, or approximately 14% of the Company's normal
selling, general and administrative expenses.

The initial phase of the Plan will commence in the second quarter
of 2009, with the final phase being completed during the third
quarter of 2009.  As a part of the Plan, Michael S. Culang
resigned as the President and Chief Executive Officer of the
Company, effective April 15, 2009.  As a result of these actions
outlined in the Plan, the Company anticipates incurring one-time
costs of approximately $3.8 million with the majority of the costs
being recognized during the second quarter of 2009.  The costs
consist primarily of termination benefits of $2.8 million and
costs associated with further consolidation of our New York
operations.

"The challenging economic environment has continued to weigh
heavily on our industry and our financial performance," said
Richard Mandell, the recently appointed President and Chief
Executive Officer of Hampshire Group. "The restructuring and cost
reduction plan announced today substantially reduces our selling,
general and administrative expenses. These actions are designed to
streamline our operations, improve overall efficiency and refocus
resources on our core businesses. We believe these actions will
help us to effectively navigate through these difficult times and
better position the Company for future growth when economic
conditions stabilize."

The Company is currently party to a merger agreement with NAF
Holdings II, LLC and NAF Acquisition Corp. Subject to the terms
and conditions of the merger agreement, NAF Acquisition Corp. has
commenced a cash tender offer to purchase all of the outstanding
shares of common stock of the Company at $5.55 per share, net to
the holders thereof and without interest, in cash.  This tender
offer is scheduled to expire at 12:00 midnight, New York City
time, on April 24, 2009.  Following the consummation of the tender
offer and subject to the satisfaction or waiver of the conditions
set forth in the merger agreement, NAF Acquisition Corp. would
merge with and into the Company, with the Company continuing as
the surviving corporation.

                      About Hampshire Group

Hampshire Group, Limited is a leading U.S. provider of women's and
men's sweaters, wovens and knits, and a designer and marketer of
branded apparel. Its customers include leading retailers such as
Macy's, Kohl's, JC Penney, Dillard's, Bloomingdale's and
Nordstrom, for whom it provides trend-right, branded apparel.
Hampshire's owned brands include Spring+Mercer(R), its newly-
launched "better" apparel line, Designers Originals(R),
Hampshire's first brand and still a top-seller in department
stores, as well as Mercer Street Studio(R), Requirements(R), and
RQT(R).  Hampshire also licenses the Geoffrey Beene(R) and
Dockers(R) labels for men's sweaters, both of which are market
leaders in their categories, and recently acquired licenses for
classification labels of the Joseph Abboud(R) and Alexander
Julian(R) brands for men's tops and bottoms.


HARDCOURT DEVELOPMENT: Case Summary & 2 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Hardcourt Development, Inc.
        301 S. Texas Avenue
        Mercedes, TX 78570

Bankruptcy Case No.: 09-70260

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Southern District of Texas (McAllen)

Debtor's Counsel: Ellen C Stone, Esq.
                  The Stone Law Firm PC
                  4900 N. 10th St., Suite A2
                  McAllen, TX 78504
                  Tel: 956-630-2822
                  Fax: 956-631-0742
                  Email: ignmca@ellenstonelaw.com

Total Assets: $1,257,800

Total Debts: $4,063,079

A list of the Debtor's 2 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/txsb09-70260.pdf

The petition was signed by Jose R.A. Rodriguez, director and
president.


HARRAH'S ENTERTAINMENT: Moody's Affirms 'Caa3' Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service confirmed Harrah's Entertainment, Inc.'s
Corporate Family Rating at Caa3, and upgraded its Probability of
Default rating to Caa3/LD from Ca reflecting the closing of HET's
debt exchange transaction.  Harrah's Speculative Grade Liquidity
rating was downgraded to SGL-4 from SGL-3.  Moody's confirmed the
company's other ratings and adjusted the loss given default
assessments to reflect the new post-debt exchange capital
structure.  In approximately three business days, Moody's will
remove the LD designation from the PD rating.

The exchange transaction resulted in a swap of junior debt (at a
discount) for new second lien notes.  Moody's views the exchange
as a distressed exchange for the particular securities involved,
and reflects that a limited default has occurred through the
assignment of the probability of default rating of Caa3/LD.

The debt exchange was funded with about $100 million in cash and
the issuance of approximately $3.6 billion of new second lien
notes.  On a consolidated basis, the result of the debt exchange
is an approximate $2.3 billion net reduction in existing senior
unsecured and subordinated debt.  However, approximately $522
million of existing senior unsecured debt issued by Harrah's
Operating Company that was tendered to Harrah's BC, Inc. will
remain outstanding.  Thus, the net debt reduction was about $1.8
billion.

The exchange transaction resulted in a modest improvement in
leverage and interest coverage.  Additionally, HET's liquidity
profile improved modestly due to a reduction in interest expense
and required debt amortization in 2010.  Despite the modest
improvement in HET's credit profile, the company's ratings were
confirmed because credit metrics remain very weak, and the
probability remains high that another default or distressed
exchange could occur over the next two years.  Moody's believes
that gaming demand will continue to drop in 2009 given reported
declines in gaming revenues in many gaming markets.  Therefore,
HET's earnings are expected to decline again in 2009.  "HET's
capital structure is unsustainable unless gaming demand rebounds
significantly, "said Moody's Senior Analyst Peggy Holloway.

The downgrade of Harrah's Speculative Grade Liquidity rating to
SGL-4 reflects both debt amortizations in early 2010 as well as
continuing revenue declines in the company's major markets that
could lead to a breach of HET's senior secured leverage covenant
by early 2010.  Moody's notes, that pursuant to the terms of the
bank agreement, HET is allowed to cure covenant defaults via
equity issuance.  Assuming 2009 consolidated EBITDA of around $2.1
billion, HET is expected to generate negative free cash flow over
the next four quarters, offset by cash balances that increased as
a result of the first quarter 2009 draw down of remaining
availability under its $2.0 billion revolving credit facility.

The negative outlook reflects Moody's view that gaming demand and
Harrah's earnings will fall and credit metrics deteriorate for a
prolonged period of time.  As a result the probability of a
default remains high.

Harrah's Entertainment, Inc.

Ratings upgraded

  -- Probability of Default rating to Caa3/LD from Ca

Ratings downgraded

  -- Speculative Grade Liquidity rating to SGL-4 from SGL-3

Ratings confirmed and assessments updated

Harrah's Entertainment, Inc.

  -- Corporate Family Rating at Caa3

Harrah's Operating Company, Inc.

  -- Senior secured guaranteed revolving credit facility at Caa1
     (LGD 2, 24%) from Caa1 (LGD 2, 22%)

  -- Senior secured guaranteed term loans at Caa1 (LGD 2, 24%)
     from Caa1 (LGD 2, 22%)

  -- Senior unsecured guaranteed notes at Ca (LGD 5, 84%) from Ca
     (LGD 5, 72%)

  -- Senior unsecured debt at Ca (LGD 6, 90%) from Ca (LGD 5, 89%)

  -- Senior subordinated notes at Ca (LGD 6, 96%)

Moody's last action on Harrah's took place on March 17, 2009 when
Moody's downgraded Harrah's PDR to Ca and placed all other ratings
on review for possible downgrade.

Harrah's Entertainment, Inc., through its wholly-owned subsidiary,
Harrah's Operating Company, Inc., owns or manages approximately 50
casinos that comprise around 40,000 hotel rooms, three million
square feet of gaming space and two million square fee of
convention center space.  HET generated consolidated revenues of
$10.8 billion for the last twelve months ended March 31, 2008.


HARRELSON UTILITIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Harrelson Utilities, Inc.
        PO Box 646
        Zebulon, NC 27597

Bankruptcy Case No.: 09-02815

Chapter 11 Petition Date: April 6, 2009

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

Judge: A. Thomas Small

Debtor's Counsel: William P Janvier, Esq.
                  Everett Gaskins Hancock & Stevens, LLP
                  PO Box 911
                  Raleigh, NC 27602
                  Tel: 919 755-0025
                  Fax: 919 755-0009
                  Email: bill@EGHS.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/nceb09-02815.pdf

The petition was signed by Willie M. Harrelson, Jr., president.


HAYES LEMMERZ: Talking With Creditors, Financials Late
------------------------------------------------------
Hayes Lemmerz International Inc. is in talks with creditors, is
late in filing its annual report, and expects the auditors to
express doubt about its ability to continue as a going concern.

"Due to the impact of adverse economic and industry conditions,
management has been focusing on a comprehensive strategic and
financial planning process for the Company and has been engaged in
detailed discussions with its senior secured creditors, unsecured
note holders and other stakeholders with respect to that process.
The Company believes that the report of its independent registered
public accounting firm on the Company's fiscal 2008 consolidated
financial statements is likely to include an explanatory paragraph
indicating substantial doubt about the Company's ability to
continue as a going concern," Hayes said in a filing with the
Securities and Exchange commission.

The Company said its senior secured creditors have waived any
default under the Second Amended and Restated Credit Agreement
that may result from the receipt of such a going concern
qualification or from a delay in filing the Company's Annual
Report on Form 10-K.  It added that the substantial time and
resources dedicated to addressing the aforementioned issues
impacts its ability to timely file its Annual Report on Form 10-K
for the fiscal year ended January 31, 2009 without unreasonable
effort or expense.

Bill Rochelle at Bloomberg News relates that Hayes Lemmerz, which
hasn't had an annual profit since emerging from bankruptcy in
2003, generated $2.2 billion in revenue for the fiscal year ended
in January.

Bloomberg recounts that Hayes Lemmerz confirmed a Chapter 11 plan
in May 2003, concluding a 16-month reorganization dealing with
$2.6 billion in debt. Secured creditors received $453.5 million in
cash, $25 million in new notes, and 53.1 percent of the new
equity. Senior noteholders took $13 million in cash plus 44.9
percent of the new stock.  Unsecured creditors saw 2 percent of
the new stock.

               About Hayes Lemmerz International

Based in Northville, Michigan, Hayes Lemmerz International Inc.
(Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- is a supplier
of automotive and commercial highway wheels, brakes and powertrain
components.  Hayes Lemmerz International, Inc. is a world leading
global supplier of automotive and commercial highway wheels.  The
Company has 23 facilities and approximately 7,000 employees
worldwide.

                          *     *     *

In January 2009, Hayes Lemmerz International, Inc., and its
subsidiaries, HLI Operating Company, Inc. and Hayes Lemmerz
Finance LLC - Luxembourg S.C.A. entered into Amendment No. 1 to
its Second Amended and Restated Credit Agreement dated as of
May 30, 2007, with the lenders and issuers from time to time party
thereto, Citicorp North America, Inc., as Administrative Agent and
Documentation Agent; and Deutsche Bank Securities Inc., as
Syndication Agent.  The Amendment favorably modifies the leverage
ratio and interest coverage ratio covenants for the fourth quarter
of fiscal 2008 and for each quarter of fiscal 2009.  In light of
the extremely difficult industry and economic conditions, no
assurance can be given that the company will be able to satisfy
the amended covenants.

Also in January, the three major ratings agencies slashed Hayes-
Lemmerz International Inc.'s ratings.

Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive wheel manufacturer Hayes Lemmerz
International Inc. to 'B-' from 'B'.  At the same time, S&P also
lowered its issue-level ratings on the company's debt.  All
ratings on the company remain on CreditWatch with negative
implications, where they were placed on Nov. 14, 2008.  "The
downgrades reflect our view that declining auto sales and
production in North America and Europe during 2009 could lead to
higher leverage and thin liquidity as Hayes struggles to reduce
its negative free operating cash flow over the next several
quarters," said Standard & Poor's credit analyst Gregg Lemos
Stein.

Fitch Ratings downgraded the Issuer Default Ratings and
outstanding debt ratings of Hayes Lemmerz and subsidiaries to non-
investment grade.

Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of HLI Operating Company, Inc., a
wholly-owned subsidiary of Hayes Lemmerz International, to Caa1
from B3.  Moody's also lowered these ratings: HLI Operating
Company's senior secured bank facilities to B3 from B2; and Hayes
Lemmerz Finance's (Luxembourg S.a.r.l.) secured term loan and
synthetic letter of credit facility to B3 from B2, and its senior
unsecured notes to Caa3 from Caa2. The ratings remain under review
for further downgrade.


HECTOR SANCHEZ: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Hector Sanchez
        Irma M. Sanchez
        P.O. Box 4610
        La Puente, CA 91747

Bankruptcy Case No.: 09-18681

Chapter 11 Petition Date: April 14, 2009

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

Judge: Barry Russell

Debtor's Counsel: Victor Saldana, Esq.
                  Law offices of Victor Saldana
                  14540 Ramona Blvd., Suite 111A
                  Baldwin Park, CA 91706
                  Tel: (626) 824-4924

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/cacb09-18681.pdf


HERTZ CORP: Begins Rehiring Advantage Rent-A-Car Employees
----------------------------------------------------------
The Hertz Corporation is operating Advantage Rent A Car.  Hertz
acquired on April 9, 2009, Advantage Rent A Car locations in four
key leisure markets -- Orlando, Denver, Phoenix, and Salt Lake
City -- and has begun the process to rehire Advantage employees.
Hertz is meeting with and interviewing former Advantage employees
to provide employment opportunities to those individuals and the
Company anticipates it will make any applicable job offers to
Advantage employees beginning Friday, April 24, 2009.

"Hertz is excited to take over the operation of Advantage Rent A
Car," commented Joseph R. Nothwang, Hertz President, the Americas
and Pacific.  "In addition to leveraging Advantage's presence in
the top leisure markets, Hertz plans on tapping into Advantage's
existing talent pool, offering employees the option of continuing
to work for the company once they meet Hertz's pre-employment
qualifications.  Of the approximately 200 employees in the four
cities where Advantage is operational, we hope to offer the
majority work opportunities."

With four cities and eight locations fully operational, Hertz
plans to continue taking control of Advantage operations in key
leisure markets through early summer and will continue to
interview former Advantage employees for potential employment.
Additional openings include -- Burbank, Colorado Springs, Ft.
Myers, Honolulu, Los Angeles, Maui, Palm Springs, Reno, San
Antonio, San Diego, Seattle, and Tucson.

Advantage had previously issued a Warn Act letter to all local
Advantage employees due to legal requirements.  However, Hertz has
indicated its intent to retain Advantage employees who meet pre-
employment qualifications.

On March 31, Hertz prevailed in a U.S. bankruptcy court auction
for the assets of Advantage Rent A Car. Advantage operated
primarily from rental locations at key tourist travel destinations
in the U.S.  The Bankruptcy Court formally approved Hertz's bid on
April 6 and the Company finalized the acquisition on April 9,
2009.

The Hertz Corporation, a subsidiary of Hertz Global Holdings,
Inc., is the world's largest general use car rental brand,
operating from approximately 8,000 locations in 145 countries
worldwide.  Hertz is the number one airport car rental brand in
the U.S. and at 42 major airports in Europe, operating both
corporate and licensee locations in cities and airports in North
America, Europe, Latin America, Australia and New Zealand.  In
addition, the Company has licensee locations in cities and
airports in Africa, Asia, and the Middle East. Product and service
initiatives such as Hertz #1 Club Gold(R), NeverLost(R)
customized, onboard navigation systems, SIRIUS Satellite Radio,
and unique cars and SUVs offered through the company's Prestige,
Fun and Green Collections, set Hertz apart from the competition.

In 2008, the Company launched Connect by Hertz, entering the
global car sharing market in London, New York City and Paris.
Hertz also operates one of the world's largest equipment rental
businesses, Hertz Equipment Rental Corporation, offering a diverse
line of equipment, including tools and supplies, as well as new
and used equipment for sale, to customers ranging from major
industrial companies to local contractors and consumers from
approximately 330 branches in the United States, Canada, China,
France and Spain.

                       About Hertz Corp.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

                  About Advantage Rent A Car

Advantage Rent A Car -- http://www.advantage.com-- is a car
rental company with 50 locations in the U.S. and 130 international
affiliate locations.  It is privately held by Denny Hecker Family
Ventures, with headquarter operations in Minneapolis.  Advantage
serves travel and leisure, lifestyle, business, government and
insurance replacement rentals.  The Hecker group of companies
include automobile dealerships, leasing, daily automobile and
motorcycle rental, commercial, and residential real estate
development, aviation, hospitality, and technology.

As reported by the Troubled Company Reporter on Dec. 10, 2008,
Advantage Rent A Car filed for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of Minnesota.


HLI OPERATING: Moody's Downgrades Corp. Family Rating to 'Caa3'
---------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family and
Probability of Default ratings of HLI Operating Company, Inc., a
wholly-owned subsidiary of Hayes Lemmerz International, to Caa3
from Caa1.  Moody's also lowered these ratings: HLI Operating
Company's senior secured bank facilities to Caa2 from B3; and
Hayes Lemmerz Finance's (Luxembourg S.a.r.l.) secured term loan
and synthetic letter of credit facility to Caa2 from B3 and its
senior unsecured notes to Ca from Caa3.  The ratings remain under
review for further downgrade.

The Corporate Family and Probability of Default Rating of Caa3
reflects Moody's view that Hayes Lemmerz's current circumstances
are indicative of a higher risk of default than indicated under
the previous rating.  Hayes Lemmerz recently announced that its
auditors are likely to include an explanatory paragraph indicating
substantial doubt about the company's ability to continue as a
going concern.  The company also anticipates that the fiscal 2008
results will include taking a $257.3 million noncash impairment
charge to its goodwill and other intangible assets.  Further, the
company announced that "as a result of the adverse economic and
industry conditions, management has been focusing on a
comprehensive strategic and financial planning process for the
company and has been engaged in detailed discussions with its
senior secured creditors, unsecured note holders and other
stakeholders with respect to that process."  This scenario has
resulted in the company delaying the filing of its annual report
with the SEC.  The company's senior secured creditors have waived
any default under the bank credit facilities that may result from
the receipt of such a going concern qualification or from a delay
in filing the annual report with the SEC.  The ratings also
reflect the likelihood of any of the debt obligations to be
compromised as a result of the detailed discussion with the
company's stakeholders.

The review will continue to focus on the company's ability to
successfully negotiate further flexibility under the bank credit
facilities in order to maintain sufficient liquidity.  Any
potential flexibiltiy will be in addition to the January 2009
amendment received from the company's bank group modifying its
financial covenant given the downturn in industry conditions.  The
review will also consider additional restructuring initiatives the
company may take in order to adjust its cost base to the near term
environment while preserving the ability to capitalize on
potential industry growth in the future.  The inability to achieve
sufficient covenant relief or adequate liquidity levels may result
in further downgrade.

Ratings lowered and under review:

HLI Operating Company

  -- Corporate Family Rating, to Caa3 from Caa1

  -- Probability of Default Rating, to Caa3 from Caa1

  -- Senior secured revolving credit facility, to Caa2(LGD3, 33%)
     from B3 (LGD3, 33%);

Hayes Lemmerz Finance (Luxembourg S.a.r.l.)

  -- Senior secured term loan facility, to Caa2 (LGD3, 33%) from
     B3 (LGD3, 33%);

  -- Senior secured synthetic letter of credit facility, to Caa2
     (LGD3, 33%) from B3 (LGD3, 33%);

  -- Senior unsecured notes to Ca (LGD5, 87%) from Caa3 (LGD5,
     87%)

The last rating action on Hayes Lemmerz was on January 26, 2009
when the Corporate Family Rating was lowered to Caa1 and the
ratings placed under review for downgrade.

Hayes Lemmerz International, headquartered in Northville,
Michigan, is a global supplier of steel and aluminum automotive
and commercial vehicle highway wheels, as well as powertrain
components.  Worldwide revenues for the fiscal year ending
January, 31 2008 were approximately $2.2 billion.


HEXION SPECIALTY: Moody's Cuts Corporate Family Rating to 'B3'
--------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating of
Hexion Specialty Chemicals, Inc. to B3 from B2.  Moody's also
lowered the rating on the company's senior secured first lien
revolving credit facility, letter of credit facility and term loan
to B1 from Ba3; its secured second lien notes to Caa1 from B3; and
its unsecured notes and debentures to Caa2 from Caa1.  The
company's Speculative Grade Liquidity Rating was lowered to SGL-3
from SGL-2.  The rating outlook is negative.

The downgrade reflects Moody's expectation of a deeper and more
prolonged trough in several of the company's largest end-markets -
- construction, electronics and related commodity chemicals, as
well as other important end-markets like transportation and
automotive.  The prolonged downturn will likely keep credit
metrics at unusually weak levels for a "B" rated company (e.g.,
Net Debt/EBITDA >8x including Moody's Standard Adjustments to
Financial Statements).

"We expect Hexion's credit metrics to deteriorate further in 2009,
despite on-going cost reduction initiatives and a meaningful level
of debt reduction in the first quarter," stated John Rogers,
Senior Vice President at Moody's Investors Service.

The negative outlook reflects the level of uncertainty over the
timing of the recovery in demand and profit improvement at HSCI.
Additionally, the outlook reflects Moody's concern that if demand
remains near current levels for much of 2009 that the company's
liquidity would worsen.  The downgrade of the Speculative Grade
Liquidity Rating to SGL-3 reflects a more pessimistic economic
forecast for 2009 and the increasing likelihood that HSCI will
need to utilize the $200 million investment by Apollo to ensure
compliance with the covenants over the next 12-18 months.

Despite unusually weak credit metrics, HSCI has more than adequate
liquidity at the current time due to the "covenant-lite" terms in
its credit facility and the availability of $200 million of
additional capital from its financial sponsor.  Prior to the
purchase by the financial sponsor of all the preferred equity, the
financial sponsor has committed to provide liquidity facilities to
HSCI's parent on an interim basis.  The aggregate liquid
facilities outstanding, together with the purchase price for any
preferred equity, will not exceed $20 0 million. The combination
of these items would make a potential breech of the financial
covenant over the next 12 months unlikely.  However, Moody's could
lower the company's ratings further if the company's performance
remains weak or HSCI continues to repurchase its second lien debt
at distressed prices, as it would further reduce the company's
available liquidity and the cumulative impact of repurchasing more
than half of its second lien could be considered a distressed
exchange.

Ratings downgraded:

Hexion Specialty Chemicals Inc.

  -- Corporate Family Rating to B3 from B2

  -- Probability of Default rating to B3 from B2

  -- Senior Secured First Lien Credit facility to B1 (LGD2, 28%)
     from Ba3 (LGD2, 23%)

  -- Senior Secured Second Lien Notes to Caa1 (LGD5, 74%) from B3
     (LGD5, 72%)

  -- Senior Unsecured notes and debentures to Caa2 (LGD6, 90%)
     from Caa1 (LGD6, 90%)

Moody's last rating action for HSCI was on December 19, 2008 when
Moody's confirmed its ratings with a negative outlook after the
settlement of the litigation with Huntsman Corporation.

Hexion Specialty Chemicals, Inc., headquartered in Columbus, Ohio
is a leading producer of commodities such as formaldehyde,
bisphenol A and epichlorhydrin, as well as formaldehyde-based
thermoset resins, epoxy resins, and versatic acid and its
derivatives.  The company is also a supplier of specialty resins
for inks and specialty coatings sold to a very diverse customer
base.  The company reported sales of $5.4 billion for the LTM
ending March 31, 2009.

                           *     *     *

Moody's one-notch downgrade to B3 is still one notch higher than
the demotion issued in January by Standard & Poor's., Bloomberg's
Bill Rochelle said. S&P says a covenant violation in the
next year isn't likely.


HOFMANN PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hofmann Properties, Inc.
           dba LIL Munchkins 24hr Childcare
        423 South Illinois Street
        Belleville, IL 62220
        Tax ID / EIN: 73-1687590

Bankruptcy Case No.: 09-31001

Chapter 11 Petition Date: April 20, 2009

Court: U.S. Bankruptcy Court
       Southern District of Illinois (East St Louis)

Debtor's Counsel: Robert T Bruegge, Esq.
                  400 St Louis St
                  Suite 2
                  Edwardsville, IL 62025
                  (618) 659-0495
                  Fax : (618) 659-0527
                  Email: rtbruegge@lawdept.net

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

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

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

          http://bankrupt.com/misc/ilsb09-31001.pdf

The petition was signed by Jacqueline A. Hofmann, president of the
Company.


HOPE 7 MONROE STREET: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Hope 7 Monroe Street Limited Partnership
        132 Delafield Place NW
        Washington, DC 20011
        202-829-9601

Bankruptcy Case No.: 09-00273

Chapter 11 Petition Date: April 2, 2009

Court: U.S. Bankruptcy Court for the District of Columbia

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Lucy R. Edwards, Esq.
                  3001 Georgia Avenue, NW
                  Washington, DC 20001
                  (202) 829-9601
                  Email: lucyredwards@verizon.net

Estimated Assets: $0 to $50,000

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 Lenan Cappel, a partner.


INCORE CONSTRUCTION: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Incore Construction Inc.
        2048 Marinez-Losoya Road
        San Antonio, TX 78221

Bankruptcy Case No.: 09-51175

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Western District of Texas

Judge: Ronald B. King

Debtor's Counsel: Steven G. Cennamo, Esq.
                  2929 Mossrock, Suite 117
                  San Antonio, TX 78230
                  Tel: (210) 979-9299
                  Fax: (210) 342-3633
                  Email: scenn@sbcglobal.net

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb09-51175.pdf

The petition was signed by Francisco D. Casias, Jr., the company's
president.


JAMES MICHEL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: James C. Michel
        Patricia A. Michel
        1440 Laurel Drive
        Sewickley, PA 15143

Bankruptcy Case No.: 09-22412

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Western District of Pennsylvania

Debtor's Counsel: Gary William Short, Esq.
                  436 Seventh Avenue
                  2317 Koppers Building
                  Pittsburgh, PA 15219
                  Tel: 412-765-0100
                  Fax: 412-765-2211
                  Email: gwshort@verizon.net

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.


JAROSLAV P STULC: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Jaroslav P Stulc
               Diana M Stulc
               P O Box 512
               Henderson, KY 42419

Bankruptcy Case No.: 09-40590

Chapter 11 Petition Date: April 20, 2009

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Owensboro)

Debtor's Counsel: Russ Wilkey, Esq.
                  111 W. Second Street
                  Owensboro, KY 42303
                  (270) 685-6000
                  Fax : 270 683 2229
                  Email: dcwilkey@wilkeylaw.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 list of
20 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/kywb09-40590.pdf

The petition was signed by the joint debtors.


JEVIC TRANSPORTATION: Authorized to Use Cash Collateral
-------------------------------------------------------
Jevic Transportation Inc. received from the U.S. Bankruptcy Court
for the District of Delaware authorization to use cash collateral.

According to Carla Main and Dawn McCarty of Bloomberg, the order
authorizes Jevic to use cash in accordance with a court-approved
budget that excludes professional fees, according to court papers.
The budget was agreed upon following negotiations with Sun Capital
Partners IV LP, secured lenders of the debtor, court papers said.
The order also approved liens that Jevic consented to in favor of
its secured lender.

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company
has two units: Jevic Holding Corp. and Creek Road Properties.
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg &
Ellers, in Wilmington, Delaware, represent Jevic Transportation.
The U.S. Trustee for Region 3 has appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Robert J.
Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
represent the Official Committee of Unsecured Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors have ceased substantially all of their business and
terminated approximately 90% of their employees.  The Debtors
continue to manage the wind-down process in attempt to deliver all
of the freight that is in their system and to retrieve their
assets.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $50 million and $100 million.
As reported in the Troubled Company Reporter on Jan. 3, 2009,
The company reported a net loss of $296,469 on $0 revenues for the
month of September 2008.  At Sept. 30, 2008, the company had total
assets of $28,934,350, total liabilities of $36,188,467, and
stockholders' deficit of $7,254,117.


JIMMY RUSHING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Jimmy Carroll Rushing
           aka Jimmy Carroll Rushing
           aka Jimmy Rushing
           fdba Can't Touch This Hair Designs, Inc.
           aka Jimmy C Rushing
           aka Jim Rushing
           aka Jimmy Rushing
           aka James C Rushing
           aka J C Rushing
           aka Jimmy C Rushing
           dba J Rushing Holdings Inc.
           aka Jimmy R Rushing
           aka Jim C Rushing
           dba Offices of Lanior, LLC
           fdba G & C Site Development, Inc.
           fdba Privado, LLC
           aka J R Rushing
           aka James Rushing
        512 South 12th Street
        Jacksonville Beach, FL 32250

Bankruptcy Case No.: 09-02613

Chapter 11 Petition Date: April 5, 2009

Court: U.S. Bankruptcy Court Middle District of Florida

Debtor's Counsel: Brett A Mearkle, Esq.
                  Bryan K. Mickler, Esq.
                  Mickler & Mickler
                  5452 Arlington, Expressway
                  Jacksonville, FL 32211
                  Tel: 904-725-0822
                  Fax: 904-725-0855
                  Email: court@planlaw.com

Total Assets: $3,418,384

Total Debts: $6,805,495

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb09-02613.pdf


JOE DEAN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Joe Eloy Dean
        14831 Brighton Road
        Brighton, CO 80601-7309
        dba Dean's Farm Produce

Bankruptcy Case No.: 09-16601

Chapter 11 Petition Date: April 14, 2009

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

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

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

             http://bankrupt.com/misc/cob09-16601.pdf


JOHN MCARDLE: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: John L. McArdle
         Marilyn O. McArdle
         3304 Barton Creek Blvd.
         Austin, TX 78735

Bankruptcy Case No.: 09-10879

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Western District of Texas (Austin)

Debtor's Counsel: Eric R. Borsheim, Esq.
                  129 Slate Court
                  Cedar Creek, TX 78612
                  Tel: (512) 479-7068
                  Email: borsheim@sprynet.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 6 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb09-10879.pdf


JOHNS MANVILLE: Supreme Court Hears on Judges Power to Block Suits
------------------------------------------------------------------
The U.S. Supreme Court held oral argument on March 30 on a dispute
arising from the long-completed reorganization of Johns Manville
Corp., a Bloomberg report said.  According to Bill Rochelle at
Bloomberg, how the justices rule will determine whether the power
of bankruptcy judges will be curtailed in blocking lawsuits
against third parties not in bankruptcy.

Justice Ruth Bader Ginsburg, who at the outset seemed partial to a
more narrow view of the power of bankruptcy courts, referred to
the appeal as this "most mysterious case," Bloomberg reported.

As reported by the Troubled Company Reporter, the U.S. Supreme
Court on December 12, 2008, granted a petition by Travelers
Indemnity Casualty and Surety, et al., for writ of certiorari.
Travelers and the Common Law Settlement Counsel are the
petitioners in the Supreme Court appeal.  The respondents are
Chubb Indemnity Insurance Company, the Asbestos Personal Injury
Respondents, Pearlie Bailey, et al., and the Cascino Asbestos
Claimants.  Jagdeep S. Bhandari, et al., and the Future Claimants
Representatives in the Manville case are also parties to the
appeal.

Chubb Indemnity Insurance Company, Pearlie Bailey, et al., and the
Cascino Asbestos Claimants, among others, have filed briefs in the
case.

The Court of Appeals opinion is Travelers Casualty & Surety
Co. v. Chubb Indemnity Insurance Co. (In re Johns Manville Corp.),
06-2099, U.S. Court of Appeals for the Second Circuit.
The appeals to the Supreme Court are Travelers Indemnity v.
Bailey, 08-295, and Common Law Settlement Counsel v. Bailey, 08-
307, U.S. Supreme Court.

Kathryn A. Pamenter, Esq., at Goldberg Kohn in Chicago, represents
the petitioner Common Law Settlement Counsel.  Barry R. Ostrager,
Esq., at Simpson Thacher & Bartlett LLP, in New York, represents
the petitioner Travelers Indemnity Casualty and Surety, et al.

Jacob C. Cohn, Esq., at Cozen O'Connor in Philadelphia,
Pennsylvania, represents the respondent Chubb Indemnity Insurance
Company; Sander L. Esserman, Esq., at Stutzman Bromberg Esserman &
Plifka PC, in Dallas, represent the Manville Asbestos Personal
Injury Respondents; Samuel Issacharoff, Esq., in New York,
represents Pearlie Bailey, et al.; and Jason R. Searcy, Esq., at
Jason R. Searcy & Associates, PC, in Longview, Texas, represents
the Cascino Asbestos Claimants.

Richard Lieb, Research Professor of Law at St. John's University
School of Law, in Jamaica, New York, appeared on behalf of Jagdeep
S. Bhandari, et al.; and James L. Patton Jr., Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
represents the Future Claimants Representatives, in support of
neither party.

According to Bloomberg, the justices peppered counsel to the
asbestos claimants with more critical questions than those faced
by the insurance companies' counsel.  Justice Stephen G. Breyer,
the same report relates, said the test on whether there was
jurisdiction turned on whether the case "could conceivably" affect
the bankrupt company.  As a practical matter, Justice Breyer said
an insurance company would never agree to fund a Chapter 11 plan
without the broad protection against lawsuits afforded by the
bankruptcy judge in the Manville case.  Chief Justice John G.
Roberts, whose questions suggested he, too, could vote for broader
power in the bankruptcy court, asked whether the asbestos
claimants' rights weren't sufficiently protected by the Due
Process Clause of the Constitution without stripping the
bankruptcy judge of authority.

Although Manville confirmed a reorganization plan in 1986 that was
designed to stop asbestos suits not only against itself but also
against insurance companies, several individual and class suits
were filed against the insurers in which the plaintiffs argued
that their claims were aimed solely at the insurance companies for
their misconduct, Bloomberg stated.

According to Bloomberg, while the plaintiffs were having little to
no success in state courts, the insurance companies decided to
settle and pay still more money for protection from suits.  The
bankruptcy judge approved the settlement in 2004, ruling in the
process that the new suits were and always had been blocked by the
1986 plan confirmation.  An appeal ensued.  The U.S. Court of
Appeals in New York reversed in February 2008, saying there was no
bankruptcy jurisdiction to bar "independent tort actions" where
the "plaintiffs neither seek to recover insurance proceeds nor
rely on the insurance policies for recovery."

The Supreme Court agreed to review the decision at the request of
Travelers Property Casualty Corp., Manville's primary insurer.

The appeal will be decided before the Supreme Court adjourns in
late June or early July.

                     Direct Action Lawsuits

Travelers served as Manville's primary insurer from 1947 through
1976.  Travelers paid nearly $80,000,000 into the bankruptcy
estate -- in addition to $20,000,000 already paid in litigation
expenses on behalf of Manville -- in exchange for a "full and
final release of Manville-related claims."

Travelers' settlement, like those of other Manville insurers, was
predicated upon the bankruptcy court issuing an injunction that
barred suits against Manville's insurers -- including Travelers --
and directed litigation by potential claimants instead against the
Manville Personal Injury Settlement Trust.  The injunction --
embodied in a 1986 order confirming Manville's plan of
reorganization and a separate 1986 Insurance Settlement Order --
channeled to the Manville Trust any and all claims that were based
on, arose out of, or related to Manville's liability insurance
policies.

The linchpin of the reorganization was the contribution of tens of
millions of dollars by the Petitioners and other insurers into a
trust for payment of asbestos claims in exchange for protection
from future claims against the insurers, all of which was intended
to provide the Petitioners with full and final protection from
suits relating to, arising from or in connection with the
Petitioners' insurance relationship with Johns-Manville. The
Manville confirmation order was affirmed in a final judgment
rendered by the U.S. Court of Appeals for the Second Circuit in
1988.

The confirmation order in Manville was subsequently ratified by
the U.S. Congress and used as a model for Section 524(g) of the
Bankruptcy Code.  In the decades following the entry of the final
judgment affirming the Manville plan of reorganization, and in
reliance on the protections enacted by Congress, tens of billions
of dollars have been paid into "524(g) trusts" for the benefit of
hundreds of thousands of asbestos claimants.

The Plan Confirmation Order enjoined "all persons" from commencing
any action against any of the Settling Insurance Companies "for
the purpose of, directly or indirectly, collecting, recovering or
receiving payment of, on or with respect to any Claim . . . or
Other Asbestos Obligation. . . ."

Undeterred by the 1986 orders, various groups of plaintiffs sued
Travelers and other insurers in several states based on statutory
regulation of insurance practices and common law theories.

The statutory claimants assert the rights of individuals who are
dissatisfied with the settlements they received after negotiating
with Travelers acting on behalf of Manville, or who declined to
file personal injury suits against Manville because Travelers
allegedly suppressed information about asbestos hazards and
intentionally propagated an allegedly-fraudulent "state of the
art" defense to frustrate the claimants' rights.  The plaintiffs
allege that Travelers acquired knowledge about the dangers of
asbestos through early asbestosis claims from as far back as the
1950s, "recognized the potential for future escalation of asbestos
litigation and . . . influence[d] Manville's purported failure to
disclose knowledge about asbestos hazards."

The common law claimants assert that Travelers violated alleged
duties to disclose certain asbestos-related information it learned
from Manville during Travelers' long tenure as Manville's primary
insurer.

                       Travelers Settlement

In June 2002, Travelers asked the Bankruptcy Court to enjoin 26
independent actions pending in Louisiana, Massachusetts, Texas,
and West Virginia state courts pursuant to the 1986 orders.  After
holding a series of hearings, the Bankruptcy Court referred the
matter to mediation and appointed the Honorable Mario M. Cuomo,
former Governor of the state of New York, as mediator.

Three classes of plaintiffs settled with Travelers.  The
settlements, which totaled almost $500,000,000, were conditioned
upon the Bankruptcy Court's entry of an order clarifying that the
Direct Action lawsuits are, and have always been, prohibited by
the 1986 orders.

Bankruptcy Court Judge Burton Lifland, who oversees the Johns
Manville cases, in August 2004 approved the Settlement Agreement
and entered a clarifying order specifying that the Direct Action
lawsuits against Travelers were barred by the 1986 orders.

The U.S. District Court for the Southern District of New York
affirmed the Bankruptcy Court's findings of fact and conclusions
of law, calling the Direct Action Claims as "creatively pleaded
attempts to collect indirectly against the Manville insurance
policies."  The District Court concluded that "barring these
claims was a proper exercise of jurisdiction."

                      Second Circuit Appeal

Chubb and a group of asbestos personal injury claimants elevated
the matter to the Second Circuit, among others, arguing that the
Bankruptcy Court was without jurisdiction to enjoin third-party
non-debtor suits against Travelers.  The Appellants argued that
the Bankruptcy Court failed to properly distinguish between (a)
claims that seek to recover directly from Travelers for Travelers'
separate acts; and true Direct Action suits that seek to recover
from an insurer contractually obligated to indemnify Manville for
its misconduct.

In February 2008, over two decades after the original orders
became final, a different panel of the Second Circuit held that
the Bankruptcy Court lacked authority in 1986 to enter a
confirmation order that extended beyond the "res" of the debtor's
estate, i.e., insurance policy proceeds.  Circuit Judges Guido
Calabresi, Sonia Sotomayor and Richard C. Wesley, in a 28-page
opinion, vacated the order by the District Court.

Travelers argued that the Bankruptcy Court was merely enforcing
its prior order.

The Second Circuit said the case concerns the outer reaches of a
bankruptcy court's jurisdiction.

"[W]hile there is no doubt that the bankruptcy court had
jurisdiction to clarify its prior orders, that clarification
cannot be used as a predicate to enjoin claims over which it had
no jurisdiction," the Second Circuit said in its decision dated
Feb. 15, 2008.

The Second Circuit held that the lower courts appeared to view the
jurisdictional inquiry as a factual one: if the direct actions
"arose out of" or are "related to" the Manville-Travelers
relationship, then the court had jurisdiction.  The Second
Circuit, however, noted that factual determination was only half
of the equation, and that the nature and extent of Travelers' duty
to the Direct Action plaintiffs is a function of state law.
Neither the District Court nor the Bankruptcy Court looked to the
laws of the states where the claims arose to determine if indeed
Travelers did have an independent legal duty in its dealing with
plaintiffs, notwithstanding the factual background in which the
duty arose, the Second Circuit said.

The Second Circuit remanded the case for the Bankruptcy Court to
examine whether, in light of the appellate court's opinion, it had
jurisdiction to enjoin claims against Travelers.

Travelers asserted that if any portion of the Bankruptcy Court's
clarifying order is vacated then all of the relevant settlements
will terminate.

The Second Circuit clarified that it is not offering any opinion
on the matter and will leave it to the settling parties, with the
aid of the Bankruptcy Court, to determine the status of their
settlements.

The question before the Supreme Court is whether the Court of
Appeals erred in categorically holding that bankruptcy courts do
not have jurisdiction to enter confirmation orders that extend
beyond the "res" of a debtor's estate, despite the High Court's
ruling that "[t]he Framers would have understood that laws 'on the
subject of Bankruptcies' included laws providing, in certain
respects, for more than simple adjudications of rights in the
res," Central Virginia Community College v. Katz, 546 U.S. 356,
370 (2006), and whether the Court of Appeals compounded the error
by:

   (a) failing to apply as written a federal statute
       (11 USC Sections 524(g) and (h)), by limiting the scope of
       relief in a manner that is contrary to the express terms
       and purposes of that statute;

   (b) failing to give effect to the Supremacy Clause and
       holdings of the Supreme Court that federal bankruptcy
       relief cannot be overridden by rights alleged to have been
       created under state law; and

   (c) failing to respect important principles of finality and
       repose, and the express provisions of Section 524(g), by
       failing to approve a federal court's enforcement of a
       confirmation order that was affirmed over two decades ago
       on direct appeal.

Manville was, by most sources, the largest manufacturer of
asbestos-containing products and the largest supplier of raw
asbestos in the United States from the 1920s until the 1970s.
Manville sold raw asbestos to manufacturers of asbestos-based
products in 58 countries and distributed its own asbestos-based
products "across the entire spectrum of industries and employment
categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


JOHNSON'S IMPORTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Johnson's Imports, Inc.
        8644 Us Hwy 441
        Leesburg, FL 34788

Bankruptcy Case No.: 09-04912

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

Chapter 11 Petition Date: April 14, 2009

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

Debtor's Counsel: Leon M. Boyajan, II, Esq.
                  Leon M. Boyajan II P.A.
                  2303 West Highway 44
                  Inverness, FL 34453
                  Tel: (352) 726-1800
                  Email: lboyaja1@tampabay.rr.com

Total Assets: $1,750,000.00

Total Debts: $100.00

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
James Thompson                                   $100.00
C/O Douglas Scott Lyons
325 N. Calhoun St.
Tallahassee, FL 32301-7605

The petition was signed by Danny L. Johnson, President of the
company.


JOURNAL REGISTER: Court to Hear Chapter 11 Plan Terms on May 5
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on the disclosure statement explaining the
terms of Journal Register Co.'s proposed Chapter 11 plan on May 5.
The hearing on the Disclosure Statement was originally scheduled
for April 2.

Journal Register's proposed Chapter 11 plan doesn't take into
account the $10 million in refund claims customers will have for
the publications it's closing down, a subscriber said, according
to Bloomberg's Bill Rochelle.

In his "motion for relief", Ewan W. Gray, a prepaid subscriber for
The Putnam County Courier, says the Debtors have failed to provide
adequate information with respect to amounts owing to prepaid
subscribers of publications that the Debtors have closed.  He
noted that while the Debtors have filed their schedules of assets
and liabilities, they did not include "deposits by individuals" or
amounts owing to prepaid subscribers.

Mr. Gray asserts that the payments made by prepaid subscribers of
publications closed by the Debtors are held by the Debtors in
"constructive trust" for prepaid subscribers and are not part of
the Debtors' estate in bankruptcy.

The Debtors, he relates, also did not provide full disclosure with
respect to the subscription payments in their pre-negotiated
Chapter 11 plan of reorganization and explanatory disclosure
statement.

Mr. Gray seeks to prevent the Debtors and the prepetition lenders
that are beneficiaries of the Debtors' proposed reorganization
plan form using the equitable jurisdiction from the Bankruptcy
Court to obtain a "multi-million dollar windfall" at the expense
of individual customers that have not received the local
publications to which they paid in advance.

A notice said that Mr. Gray's motion was scheduled for hearing on
April 20, but no ruling has been entered on the case docket, to
date.

                          Chapter 11 Plan

JRC says its Chapter 11 plan is designed to maximize recovery by
stakeholders.  The Plan provides for a balance sheet restructuring
that exchanges existing secured debt for new term loans and equity
in reorganized JRC.  The Debtors' existing common stock has no
value and will be cancelled.

Upon emergence, all of reorganized Debtors' new common stock will
be owned by the secured lenders, and will be subject to dilution
only by:

   a) the options to purchase the new common stock that may be
      issued to the directors, officers and employees following
      the effective date of the Plan; and

   b) the warrant shares issued upon exercise of certain
      "revolving facility warrants."

Holders of general unsecured claims and existing common stock will
receive no distributions under the Plan.

JRC believes that if the Plan is consummated it will emerge as a
financially viable company.

A full-text copy of the Debtors' Chapter 11 Plan is available for
free at http://bankrupt.com/misc/JRC_Ch11_Plan.pdf

A full text copy of the Debtors' Disclosure Statement is available
for free at:

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

                      About Journal Register

Yardley, Pennsylvania-based Journal Register Company (PINKSHEETS:
JRCO) -- http://www.JournalRegister.com-- owns 20 daily
newspapers, more than 180 non-daily publications and operates over
200 individual Web sites that are affiliated with the Company's
daily newspapers, non-daily publications and its network of
employment Web sites.  All of the Company's operations are
strategically clustered in six geographic areas: Greater
Philadelphia; Michigan; Connecticut; Greater Cleveland; and the
Capital-Saratoga and Mid-Hudson regions of New York.  The Company
also owns JobsInTheUS, a network of 20 employment Web sites.

The Company, along with its affiliates, filed for Chapter 11
bankruptcy protection on February 21, 2009 (Bankr. S.D. N.Y. Case
No. 09-10769).  Marc Abrams, Esq., Rachel C. Strickland, Esq.,
Shaunna D. Jones, Esq., and Jennifer J. Hardy, Esq., at Willkie
Farr & Gallagher LLP, assist the company in its restructuring
effort.  The company's financial advisor is Lazard Freres & Co..
Its restructuring advisor is Conway, Del Genio, Gries & Co., LLC.
Robert P. Conway is the company's chief restructuring officer.
The United States Trustee for Region 2 appointed three creditors
to serve on an Official Committee of Unsecured Creditors.  William
M. Silverman, Esq., Scott L. Hazan, Esq., and Jenette A. Barrow-
Bosshart, Esq., Otterbourg, Steindler, Houston & Rosen, P.C.,
represent the Committee in these cases.  The company listed $100
million to $500 million in total assets and $500 million to $1
billion in total debts.


JOY INVESTMENT: Case Summary & 54 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joy Investment Group, LLC
        332 S. Virgil Street
        Los Angeles, CA 90020
        (818) 989-5935

Bankruptcy Case No.: 09-17971

Chapter 11 Petition Date: April 6, 2009

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

Judge: Samuel L. Bufford

Debtor's Counsel: William H Brownstein, Esq.
                  1250 Sixth St Ste 205
                  Santa Monica, CA 90401
                  Tel: 310-458-0048
                  Fax: 310-576-3581
                  Email: Brownsteinlaw.bill@gmail.com

Total Assets: $3,388,471

Total Debts: $7,337,157

A list of the Debtor's 54 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb09-17971.pdf

The petition was signed by Ahron Zilberstein, manager.


JSK CUSTOMS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: JSK Customs, Inc.
        P.O. Box 131178
        Houston, TX 77219

Bankruptcy Case No.: 09-32412

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Calvin C Braun, Esq.
                  Adair & Myers, P.L.L.C.
                  3120 Southwest Freeway, Suite 320
                  Houston, TX 77098
                  Tel: 713-522-2270
                  Fax: 713-522-3322
                  Email: ccb@am-law.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 John S. Kloss, Jr., president.


JUNG MUK LIM: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jung Muk Lim
           aka Jung M. Lim
           dba Camellia Cleaners
           fdba John's Cleaners
           dba Seulki Inc.
        6033 Edgehill Dr
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 09-26219

Chapter 11 Petition Date: April 3, 2009

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

Judge: Michael S. McManus

Debtor's Counsel: Mark A. Wolff, Esq.
                  8861 Williamson Dr #30
                  Elk Grove, CA 95624-7920
                  (916) 714-5050

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

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

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb09-26219.pdf


KOCH GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Koch Group Mpls, LLC
        d/b/a Seven
        1143 Orchard Circle
        Mendota Heights, MN 55118

Bankruptcy Case No.: 09-42227

Chapter 11 Petition Date: April 14, 2009

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

Debtor's Counsel: Lynn J.D. Wartchow, Esq.
                  Morris Law Group, P.A.
                  7241 Ohms Lane, Suite # 275
                  Edina, MN 55439
                  Tel: (952) 832-2000 x116
                  Fax: (952) 832-0020
                  Email: lynn@morrislawmn.com

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

Total 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/mnb09-42227.pdf

The petition was signed by Scott M. Kotaska.


LAKE WORTH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Lake Worth Investments, Inc.
           dba Lake Worth Nursing Home
        4004 East Belknap Street
        Fort Worth, TX 76111

Bankruptcy Case No.: 09-41978

Chapter 11 Petition Date: April 6, 2009

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

Judge: D. Michael Lynn

Debtor's Counsel: Areya Holder, Esq.
                  800 W. Airport Freeway, Suite 540
                  Irving, TX 75062
                  Tel: 972-438-8800
                  Fax: 972-438-8825
                  Email: areya@holderlawpc.com

Estimated Assets: $0 to $50,000

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 Jon C. Shilling, president.


LEHIGH COAL: Receives Court Approval for Cash Collateral Use
------------------------------------------------------------
Bloomberg News reports that the U.S. Bankruptcy Court for the
Middle District of Pennsylvania extended to July 27 the time
during which Lehigh Coal & Navigation Co. may have the exclusive
right to file and solicit acceptances of its plan of
reorganization.

According to Carla Main at Bloomberg, Lehigh based its new request
on its need to resolve outstanding matters relating to the
management of the company by Coaldale LLC, including litigation
with Coaldale.

Pottsville, Pennsylvania-based Lehigh Coal & Navigation Co. --
http://www.lcncoal.com/-- has been mining anthracite coal since
the late 1700s, with 8,000 acres of coal-producing properties. The
third Chapter 11 involuntary petition was filed against the
Alleged Debtor in less than four years on July 15, 2008 (Bankr.
M.D. Penn. Case No. 08-51957).  Jeffrey Kurtzman, Esq., at Klehr,
Harrison, Harvey, Branzburg and Ellers, LLP, represents the
Alleged Debtor's petitioners.

The Troubled Company Reporter, citing Bloomberg's Bill Rochelle,
reported on Oct. 7, 2008, that the Bankruptcy Court denied a
motion to replace the management of Lehigh Coal with a Ch. 11
Trustee, but ordered the appointment of an examiner.  In
September, the Court called for an investigation by an examiner,
according to the report.  The examiner issued a preliminary report
saying more study is required before deciding whether anyone acted
"in a detrimental manner" toward the Debtor, according to the
report.  The Debtor, according to the report, consented to being
in Chapter 11 on Aug. 29.


LENDER PROCESSING: Says Dow Jones Article Has "Inaccuracies"
------------------------------------------------------------
According to Bloomberg News, Lender Processing Services Inc. stock
trading was halted on the morning of April 17 after Dow Jones News
Service reported that the company is being investigated by the
U.S. Department of Justice. The probe is linked to evidence that
emerged in a U.S. Bankruptcy Court.

Carla Main at Bloomberg relates that the Company's stock plunged
as much as 37% after Dow Jones News Service reported that the
company was the subject of an inquiry by the U.S. Trustees Office,
an arm of the Justice Department that monitors bankruptcy courts.

Federal prosecutors are probing whether Lender Processing's
automated mortgage systems provided inaccurate information to
lawyers who rely on it for court evidence, Dow Jones said,
according to the report.

A ruling by Judge Diane Weiss Sigmund in U.S. Bankruptcy Court in
Philadelphia questioned inaccurate court filings made by HSBC
Mortgage Corp. in a personal bankruptcy case, Bloomberg said.
HSBC relied on electronic information from a Lender Processing
system that manages foreclosure data.  Judge Sigmund's 58-page
decision, released April 16, said the homes of "poor and
unfortunate debtors" threatened with foreclosure were at issue.

Lender Processing on April 17 issued a statement to clarify "many
inaccuracies" in the article published by Dow Jones Bankruptcy
Review.

LPS said it is not aware, nor has it been informed, that it is the
subject of a formal investigation by the Department of Justice.
Certain regional U.S. Trustees Offices, which are statutorily
charged with oversight of the bankruptcy process, have inquired
about the manner in which LPS's proprietary technology and
services are used during bankruptcy and foreclosure proceedings.

LPS is voluntarily cooperating with the U.S. Trustees Offices with
respect to these inquiries.  Judge Sigmund issued an opinion on
April 16, with respect to the Niles C. Taylor and Angela J. Taylor
proceeding, in which the activities of the participants in the
case were reviewed.  LPS is not a party to this case.  LPS,
however, voluntarily demonstrated the use of its system for Judge
Sigmund and provided all information requested by the U.S.
Trustees Offices in connection with this case.  In Judge Sigmund's
opinion issued at the conclusion of the proceeding, she stated
that LPS was not responsible for any errors in the conduct of the
case.

                 About Lender Processing Services

Lender Processing Services Inc. -- http://www.lpsvcs.com/--
provides integrated technology and services to the mortgage
industry.  LPS offers solutions that span the mortgage continuum,
including lead generation, origination, servicing, portfolio
retention, risk management and default, augmented by the company's
award-winning customer support and professional services.
Approximately 50% of all U.S. mortgages are serviced using LPS'
MSP.  In fact, many of the nation's top servicers rely on MSP,
including seven of the top 10 and 16 of the top 20.  LPS also
offers proprietary mortgage and real estate data and analytics for
the mortgage and capital markets industries.


LENNAR CORP: Faces Class Suit for Sulfur Emission from Drywall
--------------------------------------------------------------
Ingrid Pedrick Lehrfeld at The Wall Street Journal reports that
Lennar Corp. said that a lawsuit has been filed against it in the
U.S. District Court for the Southern District of Florida over a
drywall that may emit various sulfur-based gases.

On March 23, 2009, an action entitled Lorena Garcia, et.al. v.
Lennar Corporation, et.al., Case No. 09-20739, was filed in the
Florida District Court.  As of April 17, 2009, Lennar had not been
served with process in connection with this action.  The Company
learned of the action by searching the Court records.  Like many
other homebuilders, the Company learned recently that its
subcontractors utilized drywall manufactured in China during the
construction of its homes primarily in 2005 and 2006, and the
Company has now learned that certain drywall manufactured in China
contains high levels of sulfur and may emit various sulfur-based
gases.

The action purports to be a class action on behalf of all owners
and residents of homes in the United States, which contain drywall
manufactured, sold or distributed by defendants that emits
excessive amounts of sulfur gases as well as any individual or
entity that paid for or performed repairs of damage caused by the
drywall.  The named defendants include the company that the
plaintiffs claim manufactured in China drywall that allegedly
emits sulfur-containing gases at concentrations higher than that
present in background air and three companies (including the
Company that the plaintiffs identify as "the nation's largest
distributor of drywall and related building products") that the
plaintiffs claim distributed defective drywall in the United
States, including Florida.

The plaintiffs claim to have bought two homes from the Company,
and the complaint includes a claim that the presence of defective
drywall is a violation of plaintiffs' agreement, and they believe,
the contracts of each and every member of the class (although the
purported class is not limited to persons who bought homes from
the Company).  The plaintiffs seek compensation "to the full
extent required by law" and medical monitoring.

The Company has engaged in a process of inspecting and identifying
homes it delivered during the time period when apparently
defective drywall was purchased form China by various of the
Company's subcontractors, and has been paying to have the Chinese
drywall and aspects of homes affected by it (including heat,
ventilation and air conditioning systems) replaced.  Independent
government organizations have determined that exposure to the
gases emitted by the drywall does not present any danger to human
health.

The Company has commenced litigation against the manufacturer and
the distributors of the Chinese drywall that was installed in
homes delivered by the Company and against the subcontractors who
purchased that drywall and used it in building those homes.  As
the Company stated in its Quarterly Report on Form 10-Q for the
fiscal quarter ended February 28, 2009, the Company has already
established reserves for the estimated cost of replacing the
drywall in homes it has confirmed contain drywall manufactured in
China to the extent such costs are not covered by insurance.  To
the extent the Company incurs additional costs in replacing
drywall, the Company believes these costs will be covered by
insurance.

                       About Lennar Corp.

Based in Miami, Fla., Lennar Corporation (NYSE: LEN and LEN.B) --
http://www.lennar.com/-- builds affordable, move-up and
retirement homes primarily under the Lennar brand name.  Lennar's
Financial Services segment provides primarily mortgage financing,
title insurance and closing services for both buyers of the
company's homes and others.

                         *     *     *

As reported by the Troubled Company Reporter on June 11, 2008,
Moody's Investors Service lowered all of the ratings of Lennar
Corporation, including its corporate family rating to Ba3 from Ba1
and the ratings on its various issues of senior unsecured notes to
Ba3 from Ba1.  At the same time, a speculative grade liquidity
rating of SGL-2 was assigned.  The ratings outlook remains
negative.

As reported by the TCR on Dec. 16, 2008, Fitch Ratings downgraded
Lennar Corp.'s Issuer Default Ratings and outstanding debt
ratings:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-';
  -- Unsecured bank credit facility to 'BB+' from 'BBB-';
  -- Short Term IDR from 'F3' to 'B';
  -- Commercial Paper from 'F3' to 'B'.

Fitch said the rating outlook remains negative.


LEXINGTON VILLAGE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Lexington Village, L.P.
        59 Agostina Drive
        Nanticoke, PA 18634

Bankruptcy Case No.: 09-02499

Chapter 11 Petition Date: April 2, 2009

Court: U.S. Bankruptcy Court Middle District of Pennsylvania

Judge: John J. Thomas

Debtor's Counsel: Dimitri L Karapelou, Esq.
                  Ciardi Ciardi & Astin, P.C.
                  One Commerce Square, Suite 1930
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: 215 557-3550
                  Fax: 215 557-3551
                  Email: dkarapelou@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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Dominick Ortolani, president of
Lexington Village, Inc., as general partner.


LIFECARE HOLDINGS: Moody's Affirms 'Caa1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 Corporate Family
Rating of LifeCare Holdings, Inc. and the Speculative Grade
Liquidity Rating of SGL-3.  Concurrently Moody's changed the
Probability of Default Rating to Caa1/LD (from Caa1) following the
company's repurchase of a portion of its 9.25% Senior Subordinated
Notes due 2013.  The LD designation on the PDR will be removed in
approximately 3 days.  Moody's also downgraded the rating on
LifeCare's senior subordinated notes to Ca from Caa3.  The rating
reflects the substantial loss that certain subordinated note
holders accepted when they sold their notes in the open market at
a reduction of over 60% from face value, which LifeCare
subsequently purchased.  Moody's will change the rating on the
remaining portion of the subordinated bonds back to Caa3 in
approximately 3 days.  The outlook remains negative.

Moody's considers this transaction to be a distressed exchange due
to the significant monetary loss relative to the principal value
of the bonds incurred by participating bondholders.  Further, the
repurchases may help LifeCare avoid a covenant default in future
periods.  The LD designation signifies a limited default under
Moody's definition and also applies to future purchases which
Moody's believes LifeCare may pursue up to the amount allowed for
in the credit agreement (approximately $7 million more available
under the $15 million restricted payments basket).

The CFR of Caa1 continues to reflect LifeCare's significant
financial leverage and weak interest coverage. Following the
leveraged buyout by The Carlyle Group in August 2005, LifeCare's
EBITDA contracted meaningfully due to the loss of three facilities
from Hurricane Katrina and unfavorable changes to Medicare
reimbursement to the LTACH sector.  The negative outlook continues
to reflect Moody's concerns about the company's ability to support
its current capital structure over the longer-term as well as
limited cushion on the financial covenants over the next 12-18
months.

A summary of Moody's ratings actions:

Ratings affirmed:

  -- Corporate Family Rating, Caa1

-- $60 million senior secured revolving credit facility due
     2011, B2 (LGD3, 32%)

  -- $255 million senior secured Term Loan B due 2012, B2 (LGD3,
     32%)

  -- Speculative Grade Liquidity Rating, SGL-3

Ratings changed:

  -- $150 million (face value) 9.25% senior subordinated notes due
     2013, to Ca, LGD4, 60% (will revert to Caa3, LGD5, 85% in 3
     days)

  -- Probability of Default Rating , to Caa1/LD from Caa1 (LD to
     be removed in 3 days)

The rating outlook is negative.

The last rating action was on January 14, 2008 when Moody's
upgraded the SGL to SGL-3 from SGL-4.

Headquartered in Plano, Texas, LifeCare operates 20 long-term
acute care hospitals in ten states.  The company's facilities
include nine "hospital within a hospital" facilities and eleven
free-standing facilities.  LifeCare reported revenues of $352
million for the twelve months ended December 31, 2008.


LILLIE M. GOSS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Lillie M. Goss
        123 Malden Terrace
        Hillside, NJ 07205

Bankruptcy Case No.: 09-19306

Chapter 11 Petition Date: April 14, 2009

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

Debtor's Counsel: Michael S. Richmond, Esq.
                  Garces & Grabler, P.C.
                  6 Throckmorton Street
                  Freehold, NJ 07728
                  Tel: (732) 414-5000
                  Fax: (732) 414-5001
                  Email: mrichm4921@aol.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 Lillie M. Goss.


LISA G. PINEGAR: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lisa Graham Pinegar
           aka Lisa G. Pinegar
        2795 North Rolling Knolls
        Dr. Provo, UT 84604

Bankruptcy Case No.: 09-23831

Chapter 11 Petition Date: April 19, 2009

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

Judge: R. Kimball Mosier

Debtor's Counsel: Donald D. Gilbert, Jr., Esq.
                  P.O. Box 1009
                  Lehi, UT 84043-1009
                  (801) 822-0238
                  Fax : (801) 331-8654
                  Email: donalddgilbert@gmail.com

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

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

A list of Ms. Pinegar's 11 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/utb09-23831.pdf

The petition was signed by Ms. Pinegar.


LOCO REALTY: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Loco Realty Corp.
        1645 Grand Avenue
        Bronx, NY 10453

Bankruptcy Case No.: 09-11785

Chapter 11 Petition Date: April 3, 2009

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

Debtor's Counsel: Rick A. Steinberg, Esq.
                  Nowell Amoroso Klein Bierman, P.A.
                  155 Polifly Road
                  Hackensack, NJ 07601
                  Tel: (201) 343-5001
                  Fax: (201) 343-5181
                  Email: rsteinberg@nakblaw.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/nysb09-11785.pdf

The petition was signed by Miguel Perez, the company's president.


LOUIS F. DOYLE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Louis F. Doyle
           aka Louis Ferrari Doyle
           aka Lou Doyle
           aka LF Doyle
        2600 Roop Rd.
        Gilroy, CA 95020

Joint
Debtor: Vicki Saxton Doyle
           aka Vicki Lee Saxton
           aka Vicki Saxton
           aka Vicki Doyle
        2600 Roop Rd.
        Gilroy, CA 95020

Bankruptcy Case No.: 09-52927

Chapter 11 Petition Date: April 20, 2009

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Judge Marilyn Morgan

Debtor's Counsel: Charles B. Greene
                  Law Offices of Charles B. Greene
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  (408) 279-3518
                  Email: cbgattyecf@aol.com

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

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

A list of the Doyles' 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/can09-52927.pdf

The petition was signed by the Doyles.


LOUISIANA VENTURE: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Louisiana Venture Corp.
        40 Cuttermill Road, Suite 201
        Great Neck, NY 11021

Bankruptcy Case No.: 09-11197

Debtor-affiliate filing separate Chapter 11 petition:

   Case No.   Affiliate
   --------   ---------
   09-11198   Trans-Gas Corporation Sontchi

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court District of Delaware

Judge: Christopher S. Sontchi

Debtor's Counsel: Kathleen Campbell Davis, Esq.
                  Campbell & Levine LLC
                  800 N. King Street, Suite 300
                  Wilmington, DE 19801
                  Tel: 302-426-1900
                  Fax: 302-426-9947
                  Email: kdavis@camlev.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 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb09-11197.pdf

The petition was signed by Brian Egan, the Company's president.


LUKES SERVICES: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lukes Services LLC
        9002 SE Southworth Drive
        Port Orchard, WA 98366

Bankruptcy Case No.: 09-13189

Chapter 11 Petition Date: April 2, 2009

Court: U.S. Bankruptcy Court Western District of Washington

Judge: Samuel J. Steiner

Debtor's Counsel: Patrick H Brick, Esq.
                  500 Union St Ste 500
                  Seattle, WA 98101
                  206-282-8644
                  Email: bricklaw@msn.com

Total Assets: $1,308,910

Total Debts: $804,353

A list of the Debtor's 2 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb09-13189.pdf

The petition was signed by James P. Freeman, the company's
manager.


MAGNA ENTERTAINMENT: Wins Final Nod for Revised DIP Loans
---------------------------------------------------------
Randall Chase at The Associated Press reports that the Hon. Mary
F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware has agreed to grant final approval of a modified
financing plan for Magna Entertainment Corp.

According to The AP, the financing plan calls for $38.4 million to
be provided to MEC by a subsidiary of parent company MI
Developments.  The AP relates that the amount was decreased from
the $62.5 million initially proposed, and the maturity was
extended 60 days until November 6, giving a longer marketing
period for potential sales of MEC's assets.

Judge Walrath, says The AP, postponed a hearing on a motion to
approve sale procedures for certain MEC assets until May 4.

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.


MAD LOLO: To Maintain Frederick's Madison Operations
----------------------------------------------------
Frederick's Madison, which filed for bankruptcy protection,
intends to keep operating as it reorganizes, Bloomberg News
reported.

Carla Main and Dawn McCarty of Bloomberg said that Mad Lolo LLC,
Frederick's parent company, listed less than $1 million in debt
and less than $500,000 in assets.

A partner restaurant, Frederick's Downtown, didn't seek court
protection, Bloomberg said.

Frederick's Madison is an upscale restaurant on Manhattan's Upper
East Side.  Started in 2005 by French brothers Frederick and
Laurent Lesort, Frederick's Madison is one of the few restaurants
on a stretch of Madison Avenue famed for its boutiques.  La
Goulue, a competing nearby bistro, will close June 24, according
to its Web site.

Frederick's, which has shaved prices to draw customers, expects
business to improve when La Goulue closes.  The original
Frederick's on 58th Street closed a year ago, Frederick's manager
said.

Mad Lolo LLC and its affiliate filed for Chapter 11 on April 14
(Bankr. S.D. N.Y. Case Nos. 09-11911 and 09-11827).


MAGNA ENTERTAINMENT: Seeks to Proceed with Sale of Tracks
---------------------------------------------------------
Magna Entertainment, Inc., the bankrupt owner of racetracks and
related pari-mutuel establishments, is scheduled to appear before
the U.S. Bankruptcy Court for the District of Delaware May 7 to
seek for permission to proceed with plans to sell most of the
racetracks it owns.

According to the agenda of hearing for April 20, the hearing on
the sale has been continued to May 7.

The Wall Street Journal, which earlier reported Magna would seek
to proceed with the sale at the April 20 hearing, said that Magna
plans to sell Maryland's Pimlico Race Course, where the Preakness
Stakes is run, and California's Santa Anita Park, where the
Breeder's Cup takes place, in addition to five other properties,
The Wall Street Journal said.  According to the report, Magna
wants to have an auction without a so-called stalking horse, or
pre-arranged lead bidder, the paper said.

As reported in yesterday's Troubled Company Reporter, MI
Developments Inc. and Magna have agreed to terminate MID's
stalking horse bid to purchase certain of MEC's assets.  MID will
continue to evaluate whether to bid on MEC assets during the
course of the Chapter 11 sales process.

In March, Magna 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.

                   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.


MARVIN FACTOR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Marvin W. Factor
        1013 Clinton Street
        Philadelphia, PA 19107

Bankruptcy Case No.: 09-12458

Chapter 11 Petition Date: April 2, 2009

Court: U.S. Bankruptcy Court Eastern District of Pennsylvania

Judge: Eric L. Frank

Debtor's Counsel: Michael H. Kaliner, Esq.
                  Jackson, Cook, Caracappa & Bloom
                  312 Oxford Valley Road
                  Fairless Hills, PA 19030
                  (215) 946-4342
                  Email: michaelkaliner@7trustee.net

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.


MEIGS FIELD AIRPORT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Meigs Field Airport, LP
        12810 Willow Centre Dr., Suite D
        Houston, TX 77066
        832-251-3662

Bankruptcy Case No.: 09-32424

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Southern District of Texas (Houston)

Debtor's Counsel: Yvette Marie Mastin, Esq.
                  2323 South Voss Road, #510
                  Houston, TX 77057
                  Tel: 832-251-3662
                  Fax: 832-251-3664
                  Email: mastinlaw@yahoo.com

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

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

The Debtor does not have creditors who are not insiders.

The petition was signed by Gurmukh S. Jolly, president Jolly
Properties Inc., the Company's general partner.


MGM MIRAGE: Nears Deal with Dubai Work on CityCenter Funding
------------------------------------------------------------
According to Carla Main at Bloomberg News, MGM MIRAGE and Dubai
World are nearing an agreement on the terms of a proposal to
lenders that would secure funding for CityCenter, their joint Las
Vegas Strip development, three people with knowledge of the talks
said April 17.

Bloomberg relates that MGM MIRAGE and state-owned Dubai World are
asking banks to amend terms of a $1.8 billion loan needed to
complete CityCenter, said the people, who declined to be named
because talks are private.  Investors Carl Icahn and Oaktree
Capital Management LLC own MGM MIRAGE bonds and have suggested to
the company that it file for bankruptcy, the Wall Street Journal
reported April 16.

As reported by the Troubled Company Reporter, MGM MIRAGE said
April 17 that, as permitted under the terms of the Company's
amendment of its senior credit facility, it has provided $70
million to cover the current construction costs for CityCenter.
The payment by MGM MIRAGE includes $35 million that should have
been funded by Infinity World, a subsidiary of Dubai World.

"MGM MIRAGE remains dedicated to supporting the completion of
CityCenter, recognizing the significant long-term value this
development will provide to Las Vegas and the state of Nevada,"
said Jim Murren, Chairman and CEO of MGM MIRAGE.  "MGM is
determined to make CityCenter a success and we continue to review
with our partners all options to keep CityCenter fully funded.  We
are continuing to engage in constructive discussions with our
senior lenders and the CityCenter lending group and we appreciate
the support of the involved parties."

MGM MIRAGE said there can be no assurance that any waiver,
amendment or long-term solution will be available or that
CityCenter will not determine to seek relief through a filing
under the U.S. Bankruptcy Code.

The CityCenter lenders have temporarily waived through April 29,
2009, certain defaults and potential defaults under City Center's
senior secured credit facility relating to required sponsor equity
capital contributions to CityCenter.

MGM MIRAGE entered into Amendment No. 4 dated April 9, 2009, to
its Fifth Amended and Restated Loan Agreement with MGM Grand
Detroit, LLC, as initial co-borrower, and a consortium of lenders
led by Bank of America, N.A., as administrative agent.  Amendment
No. 4 revised the dates upon which interest accrued on LIBOR loans
is payable.  Pursuant to Amendment No. 4, interest accrued on
LIBOR loans will be payable monthly and on the last day of the
related interest period.

Amendment No. 4 also modified the Company's ability to make
additional investments in CityCenter.  The Company is permitted to
make investments in CityCenter, within seven business days after
April 8, 2009 and subject to certain conditions:

   (A) in an amount not to exceed the lesser of:

          (i) the aggregate amount requested by CityCenter from
              the Company and Dubai World, including from their
              affiliates, and

         (ii) $35 million, so long as Dubai World shall have made
              a corresponding investment in an equal amount; and

   (B) in an amount not to exceed the lesser of:

          (i) the aggregate amount requested by CityCenter from
              the Company and Dubai World, including from their
              affiliates, and

         (ii) $70 million, so long as Dubai World will not have
               made a corresponding investment in an equal
               amount.

No other future investments by the Company in CityCenter are
permitted by the Loan Agreement, except up to $20 million to
ensure public health, safety and welfare or regulatory compliance.
The Company paid a customary amendment fee to the lenders party to
the Loan Agreement in connection with the execution of Amendment
No. 4.

Certain of the lenders party to the Loan Agreement and their
affiliates have in the past engaged in financial advisory,
investment banking, commercial banking or other transactions of a
financial nature with the Company and its subsidiaries, including
the provision of advisory services for which they received
customary fees, expense reimbursement or other payments.

The members of the lending syndicate are:

   * Banc of America Securities LLC and The Royal Bank of
     Scotland PLC, as Joint Lead Arrangers,

   * Banc of America Securities LLC, The Royal Bank of Scotland
     PLC, J.P. Morgan Securities Inc., Citibank North America,
     Inc. and Deutsche Bank Securities, Inc., as Joint Book
     Managers,

   * The Royal Bank of Scotland PLC, as Syndication Agent,

   * Barclays Bank PLC, BNP Paribas, Citigroup USA Inc.,
     Commerzbank AG, Deutsche Bank Trust Company Americas,
     JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking
     Corporation, UBS Securities LLC and Wachovia Bank, National
     Association, as Co-Documentation Agents,

   * Bank of Scotland, Merrill Lynch Bank USA and Morgan Stanley
     Bank, as Senior Managing Agents, Societe Generale and U.S.
     Bank National Association, as Managing Agents

                         About MGM Mirage

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

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

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

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

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

                           *     *     *

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

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

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

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

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

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

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

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


MIDWAY GAMES: AHS Appeals Cash Use Order, Says Firm Not Worth $30M
------------------------------------------------------------------
Acquisition Holdings Subsidiary Inc. informed the U.S. Bankruptcy
Court for the District of Delaware that it is appealing its order
that allowed Midway Games Inc. to use cash collateral.

AHS protests the Bankruptcy Court's (i) findings that AHS is
adequately protected from the diminution in value of its interest
in the Debtors' assets, and (ii) order allowing the official
committee of creditors to use cash collateral without limit.

AHS says it holds a perfected security interest in substantially
all of the Debtors' property.  AHS is a party to a transaction
with National Amusements, Inc., Sumner Redstone, chairman of NAI,
and Sumco, Inc., and affiliate of NA, under which AHS paid
$100,000 in cash and in return acquired 87.2% of Midway's total
issued and outstanding common stock, and a 100% participating in
two loans -- $30 million secured loan and a $40 million unsecured
loan -- extended by NAI to Midway in February 2008.  NAI assigned
those loans to AHS on January 20, 2009, elevating AHS to the
status of lender.

The Creditors Committee, which won approval to hire FTI
Consulting, Inc., as financial advisors, has argued that the loans
made by the NAI Parties to the Debtors were equity or
unenforceable.  The Bankruptcy Court's cash collateral order has
allowed the Debtors to use cash to pay, among other things,
professional fees and expenses incurred by the Creditors Committee
in investigating and prosecuting claims against AHS, NAI, and
other parties.

In its motion for leave to file an appeal before the District
Court, AHS says that it has presented evidence that its cash
collateral will be depleted by July 2009 and the value of the non-
cash collateral is uncertain.  According to AHS's counsel, Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, the
Debtors are "rapidly burning cash," leaving the Debtors with a
small, speculative and uncertain "equity cushion" in AHS' non-cash
collateral.  She adds that certain noteholders' contentions that
AHS was "substantially oversecured" by a sizeable equity cushion
were without basis.

AHS notes that with cash collateral gone by July 2009, the Debtors
would have to sell non-cash collateral at a high enough price to
replace the cash collateral -- approximately $30 million.  It
notes that if the $30 million sale target in the Debtors'
incentive plan for management was a certainty or even highly
likely, it would not qualify as a target for management bonuses
under Section 503(c) of the Bankruptcy Code.

                         Incentive Plan

Midway Games Inc. has an incentive program for its key employees.
Midway obtained approval from the U.S. Bankruptcy Court for the
District of Delaware a revised plan at the April 6 hearing.  The
Debtor's counsel filed a notice of the revised plan on April 13.
A copy of that plan is available for free at:

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

Bloomberg's Bill Rochelle reported that Midway faced objections
from the U.S. Trustee and the official committee of unsecured
creditors with respect to the $3.76 million bonus program for 29
unidentified employees.  According to the report, both the
committee and the U.S. Trustee, an arm of the U.S. Justice
Department, had argued that the proposal is a disguised retention
bonus program outlawed by Congress in bankruptcy cases.

Kotaku.com previously stated that the revised plan addresses
concerns about the proposed payouts going to 29 employees.
According to Kotaku.com, one of the alterations to Midway's "Key
Employee Incentive Program" was the exclusion of CEO Matt Booty
from eligibility of those payouts, reducing the number of folks
who could potentially benefit to 28.  The report says that Mortal
Kombat has also been removed from the agreement, and the
"milestone" previously attached to the sale of Mortal Kombat now
includes the company's assets -- possibly all of them -- to the
tune of a committee approved "target cash amount."  Rights to
Narc, Smash TV, and Area 51 must first be sold before certain
bonuses would be paid out, according to the report.

                        About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. --
http://www.midway.com-- develops video games and sell them
primarily in North America, Europe, Asia and Australia.  The
company and nine of its affiliates filed for Chapter 11 protection
on Feb. 12, 2009 (Bankr. D. Del. Lead Case No. 09-10465).  David
W. Carickhoff, Jr., Esq., Michael David Debaecke, Esq., and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, represent the
Debtors in their restructuring efforts.  The Debtors proposed
Lazard as their investment banker, Dewey & LeBoeuf LLP as special
counsel, and Epiq Bankruptcy Solutions LLC as claims agent.  The
Debtors' financial condition as of Sept. 30, 2008, showed
$167,523,000 in total assets and $281,033,000 in total debt


MIDWAY PODIATRY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Midway Podiatry Clinic, Inc.
        7217 Canby Ave.
        Reseda, CA 91335

Bankruptcy Case No.: 09-14256

Type of Business: Health Care

Chapter 11 Petition Date: April 14, 2009

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

Judge: Geraldine Mund

Debtor's Counsel: Jerome S. Cohen, Esq.
                  3731 Wilshire Blvd., Ste. 514
                  Los Angeles, CA 90010
                  Tel: (213) 388-8188
                  Fax: (213) 388-6188
                  Email: jsc@jscbklaw.com

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

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

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Law Office of Martin Goldman
10880 Wilshire Blvd., Suite 2240
Los Angeles, CA, 90024

Bank of America,
Hemar, Rousso and Heald LLP
15910 Ventura Blvd.
Encino, CA, 91436
Tel: (818) 501-3800

Wells Fargo
Nick Ivzza
2660 Townsgate Rd Suit 530
Westlake Village, CA, 91316
Tel: (805) 777-1175

Kambiz Javaheri
10660 Wilshire Blvd.
Los Angeles, CA, 90024

Olympia Medical Hospital
5900 W Olympic Blvd.
Los Angeles, CA 90036
Tel: (323) 938-3161
HSBC Bank
16311 Ventura Blvd.
Encino, CA 91436
Tel: (818) 386-1500


MILITARY WEAR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Military Wear, LLC
        12925 Cypress North Houston
        Cypress, TX 77429
        713 227 4243

Bankruptcy Case No.: 09-32334

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Southern District of Texas (Houston)

Judge: Letitia Z. Paul

Debtor's Counsel: Curtis W McCreight, Esq.
                  May & McCreight LLP
                  7026 Old Katy Rd, Suite 252
                  Houston, TX 77024
                  Tel: 713-227-4243
                  Fax: 713-236-1342
                  Email: curt@mmaatty.com

Total Assets: $271,968

Total Debts: $1,013,828

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb09-32334.pdf

The petition was signed by Phoebe Childers, manager.


MONACO COACH: Hires Focus Management as Financial Advisor
---------------------------------------------------------
Focus Management Group has been appointed as financial advisor to
Monaco Coach Corporation under an order entered by the U.S.
Bankruptcy Court for the District of Delaware.  The Company
voluntarily filed for Chapter 11 bankruptcy relief on March 5,
2009.

Focus Management Group provided Monaco Coach with advisory
services prior to the Company's Chapter 11 filing, and post
petition is performing a broad range of financial reporting,
consulting and advisory services on behalf of the Debtors as
required in their Chapter 11 case.

Monaco Coach has been the nation's number one producer of diesel-
powered motor homes and a leading manufacturer of motorized and
towable recreational vehicles.  Headquartered in Coburg, Oregon,
with manufacturing facilities in Oregon and Indiana, Monaco Coach
offers RVs under the Monaco Coach, Holiday Rambler, Safari,
Beaver, McKenzie, R-Vision and Dodge brand names, from entry-level
Class B and Class C motor homes and lightweight towables to
custom-built luxury Class A models.  The Company is listed on the
Pink Sheets under the symbol "MCOAQ".

The Focus team is led by Robert Riiska, a turnaround manager and
restructuring specialist who has extensive leadership experience
in Chapter 11 reorganizations, financial restructurings and
operational turnarounds.  Mr. Riiska is a Managing Director of
Focus Management Group and can be reached at 800-52... or via e-
mail at r.riiska@focusmg.com.

                    About Focus Management Group

Focus Management Group -- http://www.focusmg.com/-- provides
nationwide professional services in turnaround management,
insolvency proceedings, business restructuring and operational
improvement with a senior-level team of 120 professionals.
Headquartered in Tampa, FL, with offices in Atlanta, Chicago,
Cleveland, Greenwich, Los Angeles and Nashville, the firm provides
a full portfolio of services to distressed companies and their
stakeholders, including secured lenders and equity sponsors.

                      About Monaco Coach

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

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

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


MORRIS NMN WHITENER: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Morris NMN Whitener
           dba Modern Stones of Chattanooga
        PO Box 289
        Ooltewah, TN 37363

Bankruptcy Case No.: 09-12433

Chapter 11 Petition Date: April 20, 2009

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Judge John C. Cook

Debtor's Counsel: David J. Fulton, Esq.
                  Scarborough, Fulton & Glass
                  701 Market Street
                  Suite 1000
                  Chattanooga, TN 37402
                  (423) 648-1880
                  Fax: (423) 648-1881
                  Email: djf@sfglegal.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/tneb09-12433.pdf


MOTOR COACH: Emerges From Chapter 11 Bankruptcy
-----------------------------------------------
Motor Coach Industries has emerged from its voluntary Chapter 11
reorganization.  The United States Bankruptcy Court for the
District of Delaware confirmed the Second Amended Joint Plan of
Reorganization for MCI and certain of its affiliated companies on
January 28, 2009.

According to Bloomberg's Bill Rochelle, Motor Coach obtained
bankruptcy court approval on April 17 to modify its Chapter 11
plan and emerged from reorganization the same day.  The report
relates that changes in the plan allowed the company to land
$230 million in financing to emerge from Chapter 11.  The new
credit includes a $75 million revolving credit line provide by
General Electric Capital Corp.

"The completion of our financial restructuring is a major
milestone in the 76-year history of MCI," said Tom Sorrells,
President and CEO.  "I am particularly pleased that, given a very
challenging economic backdrop and the tight credit markets, we
were able to complete the process in just seven months.  This is a
testament to the strong reputation and presence of our Company in
the industry and the unyielding commitment of Franklin Mutual
Advisers, LLC, our new majority shareholder, through the final
negotiations."

"This achievement also reflects the dedication of all MCI
employees who continued their focus on delivering quality coaches
and customer service during this period.  We are also extremely
appreciative of the outstanding support we received from our
lenders and legal and financial advisors in this process," said
Mr. Sorrells.  "Finally, I want to especially recognize MCI's
customers and suppliers, whose loyalty and support throughout were
critical components of this successful result.  We look forward to
building on our reputation for innovation and continuing as the
leader in the motor coach industry."

Certain investment funds managed by Franklin Mutual Advisers, LLC,
a recognized and established global investment management firm,
have become the Company's majority shareholders through the
conversion of third lien secured debt into common stock and the
issuance of $200 million in new preferred stock.  In conjunction
with its emergence from Chapter 11, MCI has obtained $230 million
of exit financing and consummated its pre-negotiated plan.  GE
Capital is the arranger and lead lender under a $75 million senior
secured revolving credit facility.  The Company has also arranged
for a $155 million second lien term loan from a group of lenders.

"The decision to further invest in MCI and its future is based on
a recognition and respect of its leading position in the strategic
transportation sector and its commitment to building customer
relationships, providing consistent quality and innovation, and
working with integrity, all values we share," said Shawn Tumulty,
Vice President and Portfolio Manager for FMA.  "We are familiar
with MCI and its operations as an investor over the last five
years and look forward to the opportunity to work with MCI's
executive leadership in developing a renewed strategy for growth
and success."

"We have secured a strong new financing package, the terms of
which were improved as a result of FMA agreeing to enhance the
Company's post-emergence capital structure," added Mr. Sorrells.
"With a strengthened financial base, we are well positioned to
take greater advantage of market opportunities and further grow
our business."

The Company was advised by Rothschild Inc., AlixPartners LLP, and
Simpson Thacher & Bartlett LLP.  FMA was advised by Sills Cummis &
Gross P.C. and Houlihan Lokey Howard & Zukin Capital, Inc.

Franklin Mutual Advisers, LLC, is a subsidiary of Franklin
Resources, Inc., a global investment management organization based
in San Mateo, CA, with over $391 billion in assets under
management as of March 31, 2009.

                        About Motor Coach

Wilmington, Delaware-based Motor Coach Industries International,
Inc. -- http://www.mcicoach.com/-- and its subsidiaries
manufacture intercity coaches for the tour, charter, line-haul,
scheduled service, and commuter transit sectors in the U.S. and
Canada.  They also operate seven sales centers and nine service
centers in the U.S. and Canada and is the industry's supplier of
aftermarket parts for most makes and models.

The Company and six of its debtor-affiliates filed separate
petitions for Chapter 11 relief on Sept. 15, 2008 (Bankr. D. Del.
Lead Case No. 08-12136), to implement a pre-negotiated
restructuring plan to be funded by Franklin Mutual Advisers, LLC
and certain of its affiliates.  The company's Canadian operations
weren't included in the filing.  At the time of filing, the
Debtors listed assets of between $500,000,000 and $1,000,000,000
and liabilities of between $100,000,000 and $500,000,000.


MRU HOLDINGS: Murray Frank Files Securities Class Action
--------------------------------------------------------
Murray, Frank & Sailer LLP has filed a class action lawsuit in the
United States District Court for the Southern District of New York
on behalf of investors who purchased shares of MRU Holdings, Inc.,
during the period between July 9, 2007 and September 19, 2008,
inclusive.

The complaint charges MRU and certain of its officers and
directors with violations of the Securities Exchange Act of 1934.
The complaint alleges, among other things, that the defendants'
public statements failed to disclose, among other things, that:
(1) the market for Auction Rate Securities, which the Company
issued in its first student loan securitization, was illiquid and
existed at the whim of the broker-dealers; (2) the illusion of
liquidity created by the broker-dealers allowed the Company to
securitize its student loans on favorable terms; (3) that once the
true nature of the ARS market became known, the terms of future
securitizations by the Company would not be favorable to the
Company; and (4) that without the favorable terms available in the
ARS market as a result of manipulation by the broker-dealers, the
Company would not have sufficient capital to originate loans,
making the Company's business model untenable.

On July 7, 2008, the Company revealed the unfavorable terms of its
second securitization, causing the price of its securities to drop
to $2.27 per share -- a one day decline of $0.23 per share, or
9.2%.  Then, on August 18, 2008, Moody's Investors Service placed
the ARSs issued by MRU on review for downgrade, driving the price
of MRU shares even further, to $1.05 per share.  After the market
closed on September 5, 2008, the Company ceased originating
student loans, which caused MRU's stock price to fall even
further, closing on September 6, 2008 at $0.71.  Finally, on
February 9, 2009, MRU announced that it had filed a voluntary
petition for bankruptcy.  The Company's shares have been delisted
from the NASDAQ stock exchange, and currently trade at less than
$.01 per share.

Based in New York, MRU Holdings, Inc., is a specialty consumer
finance company that facilitates and provides students with funds
for higher education.  At September 30, 2008, the company had $310
million in total assets and $331 million in total liabilities,
resulting in $20.1 million in shareholders' deficit.


MUHAMMAD ADENWALA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Muhammad Azhar Adenwala
           aka Azzi Adenwala
        8577 Indianwood Way
        Roseville, CA 95747

Bankruptcy Case No.: 09-26184

Chapter 11 Petition Date: April 3, 2009

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

Judge: Thomas Holman

Debtor's Counsel: Brandon Scott Johnston, Esq.
                  2281 Lava Ridge Ct #300
                  Roseville, CA 95661
                  916-797-1397

Total Assets: $1,016,321

Total Debts: $4,362,570

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb09-26184.pdf


MUZAK HOLDINGS LLC: Court OKs KEIP, Retention of Professionals
-------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware on April 15, 2009, entered an order approving a revised
key employee incentive plan for Muzak Holdings LLC.

The Court's order provides that the Debtors are authorized to pay
senior managers incentive payments up to a maximum of $1,750,000.
The full amount will be paid out if the Debtors reach the target
bonus level for the performance period or 100% of the EBITDAR
target.  A copy of the KEIP is available for free at:

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

Judge Carey on April 15 also approved the retention of (i)
PricewaterhouseCoopers LLC as auditors and tax advisors for the
Debtors, (ii) FTI Consulting Inc., as financial advisor for the
official committee of unsecured creditors of Muzak, (iii) Akin
Gump Strauss Hauer & Feld LLP as co-counsel to the Committee
effective February 20, 2009, and (iv) Dorsey & Whitney (Delaware)
LLP as co-counsel to the Committee, nunc pro tunc to Feb. 23,
2009.

According to Bloomberg's Bill Rochelle, Muzak projected that cash
of $20.2 at the outset of the bankruptcy reorganization in
February will be reduced to $10.4 million by August. Sales over
the period are predicted to be $147 million.  Muzak has approval
to use cash until Aug. 15 and said at the outset of the Chapter 11
case that it doesn't need outside financing.

Muzak, Bloomberg relates, said it intends to use Chapter 11 to
"right size our capital structure."

                     About Muzak Holdings LLC

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com-- creates a variety of music programming
from a catalog of over 2.6 million songs and produces targeted
custom in-store and on-hold messaging.  Through its national
service and support network, Muzak designs and installs
professional sound systems, digital signage, drive-thru systems,
commercial television and more.

The Company and 14 affiliates filed for Chapter 11 protection on
Feb. 10, 2009 (Bankr. D. Del., Lead Case No. 09-10422).  Moelis &
Company is serving as financial advisor to the Company.  Kirkland
& Ellis LLP is the Debtor's counsel.  Klehr Harrison Harvey
Branzburg & Ellers has been tapped as local counsel.  In its
bankruptcy petition, the Company estimated assets and debts of
$100 million to $500 million each.


MVP BUILDING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MVP Building Group, LLC
        424 Windy Ridge Road
        Dawsonville, GA 30534

Bankruptcy Case No.: 09-21414

Chapter 11 Petition Date: April 6, 2009

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

Debtor's Counsel: John A. Christy, Esq.
                  Schreeder, Wheeler & Flint, LLP
                  1100 Peachtree Street, Suite 800
                  Atlanta, GA 30309-4516
                  Tel: 404-681-3450
                  Fax: 404 681 1046
                  Email: jchristy@swfllp.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/ganb09-21414.pdf

The petition was signed by Michael Pafford, manager.


NASHVILLE JET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nashville Jet Charters, Inc.
        1480 Murfreesboro Road
        Hangar 14, NT
        Nashville, TN 37217

Bankruptcy Case No.: 09-03876

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Middle District of Tennessee

Debtor's Counsel: Elliott Warner Jones, Esq.
                  Drescher & Sharp PC
                  1720 West End Avenue, Suite 300
                  Nashville, TN 37203
                  Tel: 615-425-7121
                  Fax: 615-425-7111
                  Email: ejones@dsattorneys.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/tnmb09-03876.pdf

The petition was signed by Kristy N. Fraiser, vice-president.


NATIONAL BEEF: Membership Redemption Won't Move S&P's 'B+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that National Beef Packing
Co. LLC's (B+/Stable/--) redemption of certain membership
interests and amendment to its $376.9 million senior secured bank
facility (unrated) will not immediately affect the company ratings
and outlook.  The company redeemed about $125 million of
membership interests through a combination of revolver borrowings
and issuing a new series of Class A units.  In addition, the
company amended its senior secured bank facility that among other
amended terms requires that $100 million of senior unsecured notes
due 2011 are redeemed by Dec. 31, 2009; puts in place a maximum
leverage ratio covenant of 3.75x; and increased the revolver
borrowing limit to $225 million from $200 million and the term
loan portion up to $251.9 million from $176.9 million.

The company has maintained adequate credit measures and liquidity
for the rating, with total debt to EBITDA of 1.5x and borrowing
availability of $145 million as of February 28, 2009.  S&P expects
that National Beef will use the additional available funds from
the term loan and revolver to redeem the $100 million of senior
notes now due in fiscal 2009.  Despite the expected increase in
debt expected from the redemption of the membership interests, S&P
expects pro forma leverage to remain under 2x as a result of this
transaction and that the company will continue to maintain
adequate credit measures.  S&P also believes National Beef will
continue to maintain adequate liquidity for the rating over the
near term, including sufficient covenant cushion and the ability
to service this 2009 debt maturity, despite the very challenging
operating environment.


NESHCO CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Neshco Corporation
        4000 W. Markham St.
        Little Rock, AR 72205

Bankruptcy Case No.: 09-12349

Chapter 11 Petition Date: April 2, 2009

Court: U.S. Bankruptcy Court Eastern District of Arkansas

Judge: James G. Mixon

Debtor's Counsel: Kevin P. Keech, Esq.
                  4800 West Commercial Drive
                  N. Little Rock, AR 72116
                  Tel: (501)221-3200
                  Fax: (501)221-3201
                  Email: kkeech@keechlawfirm.com

Estimated Assets: $0 to $50,000

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/akeb09-12349.pdf

The petition was signed by Bhulabhai Patel, the company's
president.


NOBLE INTERNATIONAL: Taps Conway MacKenzie as Financial Advisors
----------------------------------------------------------------
Noble International, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan for
authority to employ Conway MacKenzie, Inc., as financial advisors.

CM&D will:

   i) evaluate the short-term cash flows and financing
      requirements of the Debtors and development with management
      of an emergency solution for the immediate needs while a
      longer term solution is being developed and implemented;

  ii) review and analyze the Debtors' business plan and financial
      projections, together with the underlying source data and
      supporting analyses, facts and information, as the basis, in
      part, for the development of a strategy to optimize value
      for stakeholders;

iii) develop and assist with the implementation of a strategy to
      address the near term funding requirements of the Debtors
      and secure the bridge financing necessary to pursue
      alternative paths of: (a) restructuring; (b) sale of all or
      parts of the Debtors; and (c) an orderly liquidation;

  iv) lead negotiations with management with the Debtors' OEM
      customers and senior secured lenders for purposes of the
      seeking the interim and bridge financing arrangements
       necessary to support this plan;

   v) assist, as directed, with implementation of the plan;

  vi) assist in communications with key constituents, as
      requested; and

vii) perform other services as the Debtors deem appropriate.

All of these services will be directed by Debtors so as to avoid
duplicative efforts among the professionals retained in the case.

Donald S. MacKenzie, senior managing director in CM&D, tells the
court that the hourly rates of CMD professionals are:

     Senior Managing Directors             $695
     Managing Directors                 $425 - $450
     Directors                          $335 - $395
     Senior Associates                  $265 - $365
     Paraprofessional                      $120

Mr. MacKenzie adds that CM&D has received $918,602 for prepetition
services and reimbursement of out-of-pocket expenses.  CM&D has
also received a retainer of $300,000.  Any amounts remaining in
the retainer after application of all prepetition fees and
expenses will be held by CM&D for application to approved
postpetition fees and expenses.

Mr. MacKenzie assures the Court that CMD is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     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 Debtor and its debtor-affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E. D. Mi. Case No. 09-51720).
Foley & Lardner LLP represents the Debtors in their restructuring
efforts.  The Debtors' financial condition as of Jan. 10, 2009,
showed total assets of $190,763,000 and total debts of
$38,691,000.


NOBLE INTERNATIONAL: Wants Access to Collateral, Loans from Big 3
-----------------------------------------------------------------
Noble International, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Michigan to:

   a) authorize them to obtain post-petition financing;

   b) authorize the Debtors to use cash collateral; and

   c) grant and affirm, to the extent necessary, the adequate
      protection given to their prepetition lenders.

The Debtors' principal liabilities consist of certain bank and
third party debt in an approximate amount of $118.4 million as of
April 14, 2009, as:

   a. a senior secured credit facility consisting of a
      $40.00 million revolving loan commitment and a $70 million
      term loan commitment, pursuant to a Sixth Amended and
      Restated Credit Agreement dated as of Dec. 11, 2006, as
      amended, with Comerica Bank;

   b. a secured $12.50 million term loan provided pursuant to a
      Promissory Note in favor of General Electric Capital
      Corporation;

   c. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd., to HFR RVA Combined Master Trust
      in the principal amount of $1.77 million;

   d. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd., to Whitebox Special Opportunities
      Fund Partners Series B, LP, in the principal amount of
      $3.00 million;

   e. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd. to Whitebox Diversified
      Convertible Arbitrage Partners, LP in the principal amount
      of $1.50 million;

   f. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd., to Whitebox Convertible Arbitrage
      Partners, L.P. in the principal amount of $12.58 million,
      all of which remains outstanding;

   g. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd., to Whitebox Combined Partners,
      L.P., in the principal amount of $13.63 million;

   h. One Subordinated Note issued by Noble International, Ltd.,
      to Arcelor USA Holding, Inc., dated August 31, 2007, in the
      principal amount of $15.00 million;

   i. One Convertible Subordinated Note issued by Noble
      International, Ltd., to ArcelorMittal S.A., dated March 20,
      2008, in the principal amount of $50.00 million.

The Debtors also have capital lease obligations of $2.30 million
as of March 31, 2009.  As of the petition date, the Debtors had
trade debt of $25.1 million.

The Debtors urgently require financing and credit in order to fund
day-to-day operations to maintain production for their customers,
including the Customers, which is necessary to preserve the
Debtors' operations and maximize value for all stakeholders.

The Debtors manufacture automotive component parts for sale to the
General Motors Corporation, Ford Motor Company, Chrysler, LLC.
Pursuant to purchase orders and supply contracts with the
Customers, the Debtors are obligated to manufacture component
parts which are either used in the manufacture of motor vehicles,
or incorporated into components sold to motor vehicle
manufacturers or other suppliers to the automotive industry.

On April 15, 2009, the Customers purchased all of Comerica's
existing loans to the Debtors and all Prepetition Loan Documents,
and pursuant to an Administrative Agency Agreement, BBK, Ltd. was
appointed to act as Customers' agent.  Other than the Agent and
Customers, no entities are known to assert an interest in the
Prepetition Working Capital Collateral.

The Customers agreed, among other things, to defer from resourcing
certain Component Parts on specified terms and to provide
$9.69 million postpetition revolving line of credit to the
Debtors, and among other things, the Debtors acknowledged the
Customers' tooling ownership, agreed to cooperate with the
Customers in their resourcing activities if certain milestones are
not met and granted the Customers an option to acquire dedicated
tooling and equipment.

To avoid immediate and irreparable harm, in addition to using cash
collateral of approximately $5.14 million during the next 30 days,
Debtors need to borrow up to $8.67 million from Customers on an
interim basis prior to the time the Court can hold a final hearing
on this Order.

The Debtors ask the Court to authorize the Customers to make the
postpetition loans under these terms:

   a. Customers will make loans based upon the needs of the Debtor
      as reflected in the Budget.

   b. The Debtors will pay Agent, upon demand, all reasonable fees
      and out-of-pocket costs and reasonable expenses incurred by
      Agent in monitoring, administering or providing financing or
      enforcing its rights and remedies hereunder, including
      without limitation, attorneys' fees and costs, costs and
      fees associated with Bankruptcy Court appearances, all
      liquidation costs, appraisal fees, recording fees, expert
      witness fees, together with all reasonable expenses and fees
      incurred in connection with any litigation arising under or
      in connection with this Order or in connection with or
      related to the financing being provided hereunder.

   c. None of the postpetition loans may be used to object to,
      contest or raise any defense to the validity, perfection,
      priority, extent or enforceability of the prepetition loans,
      the postpetition loans, the liens securing the prepetition
      loans or the postpetition loans, or any claims, liens and
      security interests in favor of Agent or Customers with
      respect to the prepetition loans or the postpetition loans,
      nor to assert any claims, counterclaims, defenses or causes
      of action against Agent or the Customers.

   d. The Debtors must use cash collateral and the postpetition
      loans consistent with the terms of the budget agreed upon by
      the Customers and Debtors, subject to these limitation:
      professional fees and amounts allocated for employee
      incentive and similar payments will not exceed the
      applicable aggregate amounts for such categories of expenses
      in the Budget.  The Customers and Agent hereby agree that
      generated from the Excess Proceeds may be used by the
      Debtors to supplement the amounts contained in the Budget on
      a dollar for dollar basis and will not be required to be
      used to pay down the prepetition loans or postpetition
      loans.

Absent a written extension from Customers the postpetition loans
will be due on the earliest of: (a) May 31, 2009; (b) written
notice of an Event of Default by the Debtor; (c) the closing of a
sale of Debtors' roll forming operations; or (d) the effective
date of any confirmed Plan of Reorganization.

To secure Debtors' obligations on account of the postpetition
loans, together with interest, and lender expenses, and as
adequate protection for the Customers' interest, Agent, for the
benefit of the Customers, is granted:

   -- a perfected lien and security interest in any and all
      property of each Debtor's estate;

   -- a lien and security interest, junior in priority and right
      of payment only to the Existing Liens, in any and all
      property of each Debtor.

For certainty, the security interests and liens granted to Agent
will be:

   a. a lien and security interest in the Prepetition Assets
      junior in priority only to the Existing Liens;

   b. a first priority lien and security interest in the
      Postpetition Assets; and

   c. a first priority lien and security interest in any of the
      Collateral that is not otherwise subject to a lien,
      including in any transfers or lien preserved for the benefit
      of the estate.

All parties in interest will have until May 15, 2009, to review,
investigate and commence an appropriate action to challenge the
extent, validity or enforceability of, or to avoid or defease,
Agent's liens and security interests in the Prepetition Working
Capital Collateral.

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

               http://ResearchArchives.com/t/s?3bb8

                     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 Debtor and its debtor-affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E. D. Mi. Case No. 09-51720).
The Debtors' financial condition as of January 10, 2009, showed
total assets of $190,763,000 and total debts of $38,691,000.


NORTHEAST BIOFUELS: Bonus Plan Targets June 15 Sale or Emergence
----------------------------------------------------------------
Northeast Biofuels LP and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of New York to approve
an incentive plan, wherein seven key employees would receive
payments if the Debtors achieve certain milestones.

The key employees covered by the program are:

Employee             Designation
--------             -----------
Brian Roach          chief executive officer and general manager
J. Michael Hadley    chief financial officer
Erin Brown           process manager
Dale Earls           operations manager
Peter Spalding       maintenance manager
Greg Goodridge       operations director
Christopher Bristol  business services manager/controller

Under the incentive plan, the Employees are expected to receive
payments of equal to four months salary and benefits -- including
accrued vacation -- if a sale of the Debtors' asset is consummated
or a plan of reorganization is confirmed by June 15, 2009.  Upon
request, Specific information of each employee's incentive payment
will be provided to the Office of the United States Trustee, the
Official Committee of Unsecured Creditors, and lenders.  The
incentive payments total $300,000 and is entirely from the
lenders' cash collateral.

In addition, Mr. Roach, appointed chief executive officer of the
Debtors, will get an incentive payment equal to seven months
salary, among other things.

The Debtors assert that the incentive payments are appropriate to
properly compensate their employees to achieve a successful
outcome in these cases.

                     About Northeast Biofuels

Headquartered in Fulton, New York, Northeast Biofuels LP aka
Northeast Biofuels LLC -- http://www.northeastbiofuels.com--
Operate as ethanol plants.  The company and two of its affiliates
filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D.
N.Y. Lead Case No. 09-30057).  Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C., represents the Debtors in their
restructuring efforts.  Blank Rome LLP will serve as the Debtors'
counsel.  The Debtors proposed FTI Consulting Inc. as their
financial advisor.  When the Debtors filed for protection from
their creditors, they listed assets and debt between $100 million
to $500 million each.


OBTEEN N. NASSIRI: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Obteen N. Nassiri and Jennifer J. Nassiri
        231 Royal Wood Ct.
        Las Vegas, NV 89148

Bankruptcy Case No.: 09-15597

Chapter 11 Petition Date: April 14, 2009

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

Judge: Bruce A. Markell

Debtor's Counsel: Barry Levinson, Esq.
                  2810 S. Rainbow Blvd.
                  Las Vegas, NV 89146
                  Tel: (702) 836-9696
                  Fax: (702) 836-9699
                  Email: bk@lawbybarry.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 Obteen N. Nassiri and Jennifer J.
Nassiri.


OIL & GAS EQUIPMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Oil & Gas Equipment Leasing, LLC
        a/k/a OGEL
        8645 Colonial Drive
        Lone Tree, CO 80124

Bankruptcy Case No.: 09-16554

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Tom Stover and Jean M. Reneau                      09-14404
Star Acquisition VIII, LLC                         09-14383
Star Acquisition VII, LLC                          09-14425

Chapter 11 Petition Date: April 14, 2009

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

Judge: Elizabeth E. Brown

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

Total Assets: $2,244,547.00

Total Debts: $5,511,719.27

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

          http://bankrupt.com/misc/cob09-16554.pdf

The petition was signed by Jean M. Reneau, Manager of the company.


PACIFIC ENERGY: Union Oil Objects to $40 Million DIP Financing
--------------------------------------------------------------
Union Oil Company of California objects to Pacific Energy
Resources Ltd. and its affiliates' motion for up to $40 million of
debtor-in-possession financing from existing lenders.

Union Oil tells the Court that any final order entered on the DIP
motion should exclude, as the Lenders' collateral, any proceeds
from the sale of Pacific Energy Alaska Operating, LLC's share of
the Trading Bay oil production.  Union says this is fair,
equitable and appropriate in order to protect its rights to be
paid the expenses associated with that production, and because the
Budget attached to the DIP motion excludes both the revenue, and
the expenses, associated with PEAO's Trading Bay interests.

Union Oil relates that the Debtors operate oil and gas producing
assets in California and in Alaska.  PEAO holds the Alaska assets,
which include a 46.8% working interest in the Trading Bay Field
and Trading Bay Unit in Cook Inlet, Alaska.  Union says it is the
owner of the other 53.2% working interest in the Trading Bay
assets, and is also the operator of those Trading Bay assets.  As
operator, Union has a lien on PEAO's working interest, and on
PEAO's share of oil produced from the Trading Bay assets.

These lien rights were perfected by the 1999 recordings of the
Operation Agreements and by the June 2008 fixture filings in the
Anchorage Recording District.  The Debtors and the Official
Committee of Unsecured Creditors disputes this and have objected
to Union's motion for relief from the automatic stay to enforce
its lien rights.

On October 24, 2008, following PEAO's breach of a workout
arrangement, Union exercised its lien rights under the Operating
Agreements and served notice to Tesoro Alaska Company to pay,
directly to it, payments due to PEAO on account of proceeds from
the sale of PEAO's share of production from the Trading bay
assets.  Subsequent to October 24, 2008, and before the
March 9, 2009 petition date, Tesoro paid, directly to Union, the
PEAO share of the Trading Bay production.  However, those payments
were less than the onogoing Trading Bay joint interest billings,
which sets forth the Trading Bay operating expenses and
expenditures.  As of the end of February, Union still had
$26.2 million collectible from the Debtors.

All of the oil produced by the Trading Bay assets is sold to
Tesoro, which owns a refinery on the east shore of Cook Inlet,
Alaska.  PEAO and Union each have their own sales agreements with
Tesoro.  Tesoro pays PEAO and Union separately at the prices and
on the terms set forth in their respective sales agreements.

Headquartered in Long Beach, California, Pacific Energy Resources
Ltd. -- http://www.pacenergy.com-- engages in the acquisition and
development of oil and gas properties, primarily in the United
States.  The Company and seven of its affiliates filed for
Chapter 11 protection on March 8, 2009 (Bankr. D. Del. Lead Case
No. 09-10785).  Attorneys at Pachulski Stang Ziehl & Jones LLP,
represent the Debtors as counsel.  The Debtors proposed Rutan &
Tucker LLP as special corporation and litigation counsel;
Schully, Roberts, Slattery & Marino, PLC, as special oil and gas
and transactional counsel; Devlin Jensen as special Canadian
counsel; Scott W. Winn, at Zolfo Cooper Management, LLC as chief
restructuring officer; Lazard Freres & Co. LLC as investment
banker; and Albrecht & Associates, Inc., as agent for the Debtors
in the sale of their oil and gas properties.  Omni Management
Group, LLC, is the claims, balloting, notice and administrative
agent for the Debtors.  When the Debtors filed for protection from
their creditors, they listed assets and debts of between
$100 million and $500 million each.


PALISADES COUNTRY CLUB: Case Summary & 7 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Palisades Country Club, LLC
           dba Palisades Orlando
        405 SW Atlantic Dr
        Lantana, FL 33462

Bankruptcy Case No.: 09-04397

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Middle District of Florida (Orlando)

Debtor's Counsel: David R McFarlin, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058
                  Fax: 407-648-0681
                  Email: dmcfarlin@whmh.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/flmb09-04397.pdf

The petition was signed by Kenneth W. Brown, the Company's
manager.


PARKWOOD STONEBROOK: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Parkwood Stonebrook Partners, L.P.
           dba BMH AS-BUILT USA, General Partner
        2410 Walnut Hill Lane
        Dallas, TX 75229

Bankruptcy Case No.: 09-41182

Chapter 11 Petition Date: April 20, 2009

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

Judge: Honorable Brenda T. Rhoades

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane
                  Suite 301
                  Dallas, TX 75231
                  (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 largest unsecured creditors
together with its petition.

The petition was signed by Saeed Mahboubi, president of the
Company.


PAUL REINHART: Files Chapter 11 Plan of Liquidation
---------------------------------------------------
Paul Reinhart Inc. has filed with the U.S. Bankruptcy Court for
the Northern District of Texas a disclosure statement in support
of its proposed Joint Plan of Liquidation under Chapter 11 of the
Bankruptcy Code.  The Plan is being co-sponsored by the official
committee of unsecured creditors appointed in the case.

In significant part, the Plan is structured around, and dependent
upon, approval of a settlement among the Debtor, Paul Reinhart
America, Inc., Paul Reinhart AG, PRAI-Texas, the East Plaintiffs,
and the Committee - referred to in the Plan as the "PRAG
Settlement."

First, the Plan provides for the payment of $10.0 million by PRAI-
Texas to the estate on the Plan's Effective Date.  Next, the Plan
provides for NEWCO, following the Plan's Effective Date, to pay
the Creditor Trust the sum of $5.00 for each bale of cotton that
it purchases in the United States for a period of 3 years.  The
identity of NEWCO will be disclosed by PRAI-Texas by no later than
30 days prior to the confirmation hearing.

On the Effective Date of the Plan, the Debtor, on behalf of itself
and the Estate, and the East Plaintiffs will execute a release
thereby (a) unconditionally and irrevocably releasing and
discharging the PRAG Parties from any and all claims, which the
Debtor, the estate or the East Plaintiffs have or ever had against
the PRAG Parties, and (b) covenanting  and agreeing  never to
voluntarily commence or prosecute any action against any of the
PRAG Parties based upon any claims which may have arisen at any
time or prior to the Plan's Effective Date.

The Plan also contemplates the equitable subordination of claims
asserted against the Debtor by the Lenders pursuant to Section
510(c) of the Bankruptcy Code.

The Committee tells the Court that the Lenders achieved an unfair
advantage when, faced with a loss in their collateral base, in
April of 2008 they required the Debtor as a condition to their
agreement to forbear from exercising remedies against the Debtor
and its assets that the Debtor re-"square" its books by, among
other things, purchasing new hedges for the 2008-2009/2009-2010
cotton crop contracts.

The Debtor did so and reported to the cotton growers and other
cotton producers (with whom they had entered into forward crop
contracts) that the Debtor again had a "squared book," without
disclosing to the Growers that the Lenders had precluded them from
using any of its funds to perform on the Growers' forward crop
contracts.

By the time the Debtor finally released the Growers from their
forward crop contracts by rejecting them in the bankruptcy case,
the market price of cotton had fallen below 50 cents per pound,
more than 35 cents less than the original contract price.  Had the
Lenders decided to honor the purpose of the hedges by either (a)
permitting the Debtor to perform on the forward crop  contracts or
(b) refunding the amount of the swept excess margin necessary to
enable the Allenberg transaction to close, then the Growers would
have been kept whole and not suffered any loss.  During the latter
part of July 2008 the Debtor successfully obtained a bid from
Allenberg Cotton Co., one of its competitors, for Allenberg's
purchase of a substantial portion of the Debtor's assets,
including the assumption of substantially all of the Debtor's
forward cotton purchase obligations.  The purchase did not push
through as the Lenders did not give their consent for the closing.

By doing neither of these things and instead separating the hedges
from the forward crop contracts to the detriment of the Growers,
the Growers were left to sell their cotton on the market at
depressed prices, sustaining a loss of what the Growers believe to
be at least $70 million.  The Debtor could have also avoided
additional unsecured claims of warehousemen and other unsecured
vendors had the Allenberg transaction closed.

Moreover, by liquidating substantially all of the Debtor's
short futures contracts on or about October 1, 2008, the Lenders
left the Debtor "naked" on price risk in relation to its remaining
cotton inventory, resulting in additional unnecessary loss to the
Debtor that could have been avoided.

Based upon the foregoing, the Committee believes that the Lenders'
inequitable conduct coupled with the unfair advantage obtained and
the damage caused to creditors and the Debtor thereby justify
subordination of the Lenders' claims to all general unsecured
claims for purposes of distributions under the Plan and further
justify a transfer of the Lenders' liens to the estate in
connection with said subordination.  Accordingly, the Committee
urges the Bankruptcy Court to order said subordination, lien
transfers, and other necessary relief to compensate the injured
creditors as part of the Court's order confirming the Plan.

The Plan places the various claims against and interests in the
Debtiors into 7 classes:

                           Estimated
        Class                Amount            Treatment
----------------------   ------------   -----------------------
Unclassified - Allowed     $2,014,470   Paid in full;  Est.
  Administrative Claims                  recovery: 100%.

Unclassified - Allowed        $16,891   Paid in full; Est.
  Priority Tax Claims                    recovery: 100%

1 - Secured Claims of    $157,633,023   Plan provides for the
     Lenders                             subordination of claims
                                         and the transfer of
                                         liens to the estate.

                                         If subordinated: each
                                         holder of an allowed
                                         subordinated secured
                                         claim will receive a pro
                                         rata share of net
                                         available funds in the
                                         Creditor Trust (along
                                         with other holders of
                                         allowed unsecured lender
                                         lender claims and
                                         allowed subordinated
                                         claims) after allowed
                                         claims in Class 4 have
                                         been fully satisfied per
                                         the Plan.

                                         Est. recovery: 0%.

                                         If not subordinated:
                                         the allowed claims will
                                         be satisfied in one of
                                         the following ways: (i)
                                         paid in full or (ii) the
                                         Trustee will transfer
                                         the Collateral securing
                                         the particular allowed
                                         secured claim in the
                                         Bank Agent for
                                         disposition in accordance
                                         with the Intercreditor
                                         Agreement and any
                                         applicable orders of the
                                         Bankruptcy Court.

                                         Est. recovery: 100%.

2 - Allowed Secured           $26,307   Paid in full; Est.
     Claims of Non-                      recovery: 100%.
     Lender Claimants

3 - Allowed Priority          $45,201   Paid in full; Est.
     Non-Tax Claims                      recovery: 100%.

4 - Allowed General      $146,284,223   Each holder of an
     Unsecured Claims                    allowed general unsecured
                                         claim will receive a pro
                                         rata share of net
                                         available funds in the
                                         Creditor Trust after
                                         satisfaction of (or
                                         reserve for) allowed
                                         administrative claims,
                                         allowed priority tax
                                         claims, and allowed
                                         claims in Classes 2 and
                                         3.

                                         Estimated recovery:
                                         22-27%.

5 - Allowed Unsecured         Unknown   Plan provides for the
     Lender Claims                       subordination of said
                                         claims.  Each holder of
                                         an allowed unsecured
                                         claim will receive a pro
                                         rata share of net
                                         available funds in the
                                         Creditor Trust (along
                                         with holders of allowed
                                         subordinated secured
                                         claims and allowed
                                         subordinated claims)
                                         after allowed claims in
                                         Class 4 have been fully
                                         fully satisfied per the
                                         Plan; Est. recovery: 0%.

6 - Allowed                       N/A   Each holder of an allowed
     Subordinated                        subordinated claim will
     Claims                              receive a pro rata share
                                         of Net Available Funds
                                         in the Creditor Trust
                                         (along with holders of
                                         allowed subordinated
                                         secured claims and
                                         allowed unsecured lender
                                         claims) after allowed
                                         claims in Class 4 have
                                         been fully satisfied per
                                         the Plan; Est. recovery:
                                         0%.

7 - Equity Interests                    Cancelled, extinguished
                                         and otherwise rendered
                                         null, void and of no
                                         further force or effect;
                                         Est. recovery: 0%.

Classes 1, 4, 5, and 6 are impaired under the Plan; therefore,
holders thereof are entitled to vote to accept or reject the Plan.
Classes 2 and 3 are unimpaired under the Plan; therefore, said
classes are deemed to have accepted the Plan.  Holders of
Interests under Class 7 will not receive or retain under Plan;
therefore, they are deemed to have rejected the Plan.  Their votes
will not be solicited.

                      "Cramdown" Provisions

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

A full-text copy of the Plan Proponents' disclosure statement in
support of their Joint Plan of Liquidation under Chapter 11 of the
Bankruptcy Code, dated as of April 137, 2009, is available for
free at http://bankrupt.com/misc/PaulReinhart.DS.pdf

                       About Paul Reinhart

Based in Richardson, Texas, Paul Reinhart Inc. is a cotton
merchant serving organic and traditional growers and textile
mills.  The company, which filed for Chapter 11 bankruptcy on
October 15, 2008 (Bankr. N.D. Tex. Case No. 08-35283), blamed
futures losses and its inability to attain adequate financing for
the bankruptcy filing.  Deborah M. Perry, Esq., E. Lee Morris,
Esq., and Lee Jacob Pannier, Esq., at Munsch Hardt Kopf & Harr,
P.C.; and Joseph M. Coleman, Esq., at Kane, Russell, Coleman &
Logan, represent the Debtor as counsel.  The U.S. Trustee for
Region 6 appointed creditors to serve on an Official Committee of
Unsecured Creditors in this case.  Michael R. Rochelle, Esq., and
Sean Joseph McCaffity, Esq., at Rochelle McCullough L.L.P.,
represent the Committee as counsel.

As reported in the Troubled Company Reporter on December 5, 2008,
the Debtors' schedules disclosed total assets of $143,943,710
and total debts of $247,421,595.  As of March 31, 2009, the
Debtor's unaudited balance sheet showed $47,209,570 in total
assets and $169,258,640 in total liabilities.


PHILADELPHIA NEWSPAPERS: Gets Cash Collateral Use Extensions
------------------------------------------------------------
Philadelphia Newspapers LLC's proposal to access $25 million of
debtor-in-possession financing from affiliates of its owners is
due for hearing on May 11.  Objections to the terms of the loan by
creditors, who have offered a $20 million loan, have delayed
approval of the loan.

According to Bill Rochelle at Bloomberg, the Debtor has already
sought a fifth extension of the interim order authorizing use of
the secured lenders' cash collateral.  The Company will be allowed
to use its cash collateral for five weeks, until May 22, said Fred
Hodara, Esq., an attorney for a committee of lenders.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa., Lead Case No. 09-11204).  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  The Debtors listed assets and debts
of $100 million to $500 million.


PHILADELPHIA NEWSPAPERS: Court Denies Hiring of Special Counsel
---------------------------------------------------------------
Steve Tawa at KYW reports that the Hon. Jaean Fitzsimon of the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania has
denied Philadelphia Newspapers LLC CEO Brian Tierney's motion to
hire a special counsel to investigate an unauthorized taping of a
key meeting with lenders, before the Company's Chapter 11
bankruptcy filing.

According to KYW, Mr. Tierney told Judge Fitzsimon that he noticed
a recording device's red light on more than two hours into a
meeting in his office in November 2008, while a group of 20 people
were reviewing confidential, proprietary financial information.
It "may have adversely impacted the entire process," KYW states,
citing Mr. Tierney.  KYW quoted Philadelphia Newspapers counsel
Larry McMichael as saying, "The negotiations become very difficult
after that point in time.  The tone changed completely from
constructive to very hostile discussions, that led ultimately to
the bankruptcy."

Judge Fitzsimon, KYW states, said that she didn't want the taping
to remain a 'sideshow' in the bankruptcy case, but she wants the
creditors in the case to pursue the allegation.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operate numerous print and online publications in the Philadelphia
market, including the Philadelphia Inquirer, the Philadelphia
Daily News, several community newspapers, the region's number one
local Web site, philly.com, and a number of related online
products.  The Company's flagship publications are the Inquirer,
the third oldest newspaper in the country and the winner of
numerous Pulitzer Prizes and other journalistic recognitions, and
the Daily News.

Philadelphia Newspapers and its affiliates filed for Chapter 11
bankruptcy protection on February 22, 2008 (Bankr. E.D. Pa., Lead
Case No. 09-11204).  Proskauer Rose LLP is the Debtors' bankruptcy
counsel, while Lawrence G. McMichael, Esq., at Dilworth Paxson LLP
is the local counsel.  The Debtors' financial advisor is Jefferies
& Company Inc.  The Debtors listed assets and debts of
$100 million to $500 million.


PINE PLACE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Pine Place LLC
        2661 Tremainsville
        Toledo, OH 43613

Bankruptcy Case No.: 09-32165

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Northern District of Ohio (Toledo)

Judge: Mary Ann Whipple

Debtor's Counsel: Joanna E. Baron, Esq.
                  1900 Monroe St, #113
                  Toledo, OH 43604
                  Tel: (419)243-0020
                  Fax: (419)243-3145
                  Email: Joannabaron@att.net

Total Assets: $2,454,499

Total Debts: $4,699,836

A list of the Debtor's 4 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb09-32165.pdf

The petition was signed by Issa Sobh, owner.


PLAZA MANAGEMENT: Given Extension of Temporary Chapter 15 Relief
----------------------------------------------------------------
Plaza Management Overseas SA was given temporary protection from
creditor actions in the U.S., Carla Main at Bloomberg News said.

According to Ms. Main, an affiliate of Zurich-based Credit Suisse
Group AG argued in filing with the U.S. Bankruptcy Court for the
District of New Jersey that there is "substantial evidence that
the Debtors have attempted to orchestrate a fraud" on lenders.
Credit Suisse points to what it called a "sham" settlement in
which assets worth more than $340 million were transferred to a
related party.

Saying it invested more than $750 million, Credit Suisse
contends that Plaza Management is not eligible for Chapter 15
because the procedures in the British Virgin Islands don't have
court supervision and aren't bankruptcy or insolvency
proceedings.

Credit Suisse also takes the position that the case wasn't
filed in good faith and should be dismissed.  The temporary halt
the bankruptcy court put on creditor actions in the U.S. didn't
make any rulings or preclude Credit Suisse from opposing the
permanent grant of Chapter 15 protection.

Bloomberg's Bill Rochelle said Plaza Management filed for
bankruptcy to protect $860 million in loans and investment from
Credit Suisse Strategic Partners.  The Bankruptcy Court has issued
a temporary order barring any actions against the Debtor until
March 30, when the Court is scheduled to hold another hearing.

According to Bloomberg, Plaza Management filed for protection from
creditors on March 13 in the High Court of Justice in the British
Virgin Islands where it says it's based.

In its Chapter 15 petition, Plaza Management is asking the New
Jersey Court to recognize the court in the Caribbean as having the
"foreign main proceeding."  If the petition is approved, Credit
Suisse and other creditors will be barred from pursuing their
claims in the U.S.

Plaza Management says Credit Suisse "compelled" it to make
investments in "poorly performing funds," Bill Rochelle reported.
The Company, according to the same report, also contends that
former counsel mistakenly pledged the investments to Credit
Suisse. Credit Suisse invested $751 million.

Plaza Management Overseas SA is a family-owned manager of
investment portfolios.  It filed for Chapter 16 protection on
March 18 (Bankr. D. N.J., Case No. 09-16545).

The case is In re Plaza Management Overseas SA, 09-16545,
U.S. Bankruptcy Court, District of New Jersey (Newark).


PROPEX INC: Wayzata Sale Approved; To Repay DIP Loan from Proceeds
------------------------------------------------------------------
Propex Inc. told the U.S. Bankruptcy Court for the Eastern
District of Tennessee that it is concerned that the order
approving the sale of its assets prohibits payment of any of their
indebtedness prior to closing of the sale, and the terms of their
2009 DIP Loan impose a 3% penalty for any prepayments of those
obligations.

The Court on March 30 permitted Propex, Inc., and its debtor
affiliates to sell substantially all of their assets as a going
concern to an affiliate of Wayzata Investment Partners -- Xerxes
Operating Company LLC and Xerxes Foreign Holding Corp. -- for
$82,000,000, free and clear of all liens, claims, encumbrances and
interests.

Henry J. Kaim, Esq., at King & Spalding, LLP, in Houston, Texas,
tells the Court that Black Diamond Capital Management, LLC, on
behalf of itself and the various funds it represents, has issued
written threats on several occasions to the Debtors' officers and
directors, in violation of the automatic stay and contrary to the
express terms of the Propex Sale Order, that the Debtors should
not give Xerxes the benefit of its bargain by selling the
"Acquired Cash" -- which referred to any cash of the Debtors in
excess of the Carve Out Cash Amount, but excluding the Restricted
Cash -- to Xerxes under the parties' Asset and Purchase
Agreement, but rather should divert the Acquired Cash to the
immediate payment of some portion of the Debtors' obligations
under the 2009 DIP Loan.

Thus, out of abundance of caution, the Debtors seek the Court's
authority to pay the 2009 DIP Loan out of the net proceeds of the
Propex-Xerxes deal following closing of the sale.  The Debtors
maintain that their request is provided for under the Propex Sale
Order and the Xerxes APA.  The Debtors add that following the
sale closing, the obligations owing under the 2009 DIP Loan will
then mature and become due and payable.

                          March 30 Order

Wayzata Investment Partners is a Minneapolis based private equity
firm.  Under the new entity, the Propex assets will be provided a
strong foundation and sufficient liquidity to aggressively expand
its market leadership.

Propex Inc., was authorized to sell the business for $82 million
to an affiliate of Wayzata.  With two other bidders at the
auction, Wayzata was compelled to increase its original offer of
$61.6 million, Bloomberg's Bill Rochelle said.

             Debtors Resolve SAP America's Objection

At the behest of SAP America, Inc., the Debtors, and Xerxes
Operating Company LLC and Xerxes Foreign Holdings Corp., Judge
Cook held that -- to assume and assign SAP's Software License
Agreement -- the cure amount with respect to the assumption and
assignment of the License Contract is $15,558, subject to credit
for any payment made by the Debtors to SAP on account of the cure
amount which the Debtors contend was $1,717.  Judge Cook held that
in the event an affiliate of Xerxes becomes the real party-in-
interest for purposes of assignment of the Software License
Agreement, then Xerxes will cause that affiliate to enter into the
Assignment Agreement.

A full-text copy of the License Assignment Agreement is available
for free at http://bankrupt.com/misc/Propex_SAPLicensePact.pdf

                       About Propex Inc.

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It also produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No.
08-10249).  The Debtors have selected Edward L. Ripley, Esq.,
Henry J. Kaim, Esq., and Mark W. Wege, Esq. at King & Spalding, in
Houston, Texas, to represent them.  The Official Committee of
Unsecured Creditors have tapped Ira S. Dizengoff, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York, to be its counsel.

Propex Inc., and its affiliates delivered to the Court a Joint
Plan of Reorganization and Disclosure Statement on October 29,
2008.  Propex's exclusive period to solicit acceptances of the
Plan expires Dec. 29, 2008.

As of June 29, 2008, the Debtors' balance sheet showed total
assets of US$562,700,000, and total debts of US$551,700,000.

The Debtors have filed their Disclosure Statement and Plan of
Reorganization on October 29, 2008.

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


QUANTUM CORP: Enters Into Amendment to Credit Agreement
-------------------------------------------------------
Quantum Corp. said on April 15, 2009, it entered into an amendment
to its senior secured credit agreement, dated as of July 12, 2007,
with the required lenders thereunder.

The Amendment, among other changes, will permit the Company to,
subject to certain restrictions, prepay its remaining outstanding
4.375% convertible subordinated notes due 2010 after $135 million
of the Notes have been refinanced with qualifying indebtedness.
The Amendment also eliminated certain reductions to the Company's
annual requirement to make mandatory prepayments of the loans
under the Credit Agreement with "excess cash flow."  As a
condition to the effectiveness of the Amendment, the Company
agreed to make a prepayment of $40.0 million to be applied to the
term loans under the Credit Agreement.  The Company expects to
fund this with a prepayment of $40.0 million of future royalties
due to Quantum under an OEM agreement.  In addition, if the
Company purchases at least $135 million of the Notes with the
proceeds of qualifying indebtedness pursuant to our currently
pending tender offer or by other means, the Company agreed to make
an additional prepayment of $20.0 million to be applied to the
term loans under the Credit Agreement.

Quantum Corp. announced March 27 it was offering to purchase up to
$142 million of subordinated notes due in 2010 for 70 percent of
face value.  The offer is being financed with a $100 million term
loan from EMC Corp.  The tender offer will expire at 5:00 p.m.,
EDT time, on May 12, 2009, unless extended.  Noteholders who
validly tender, and do not properly withdraw, their Notes at or
prior to the expiration date will receive $700 for each $1,000
principal amount of Notes purchased in the tender offer, plus
accrued and unpaid interest to, but not including, the date of
payment for the Notes accepted for payment.

                       About Quantum Corp

Quantum Corporation is a global storage company specializing in
backup, recovery and archive solutions. The Company provides an
integrated range of disk, tape and software solutions. Quantum's
solutions are all designed to provide information technology (IT)
departments in a variety of organizations with tools for
protecting, retaining and accessing their digital assets. The
Company sells its products via its branded channels and through
original equipment manufacturers (OEMs), such as Dell, Inc.,
Hewlett-Packard Company, International Business Machines
Corporation and Sun Microsystems, Inc. Quantum divides its
products into three categories: tape automation systems; disk-
based backup systems and data management software, and devices and
media. The devices and media category includes removable disk
drives, standalone tape drives and media products. The Company
works with a network of value-added resellers, OEMs and other
suppliers to meet customers' data protection need

                           *     *     *

As reported by the TCR on April 7, 2009, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on San
Jose, California-based Quantum Corp. to 'CC' from 'B-'.  In
addition, S&P lowered the issue-level rating on the company's
subordinated rating to 'C' from 'CCC'.  These ratings are on
CreditWatch with negative implications.  S&P also placed its
senior secured issue-level rating of 'B-' on CreditWatch with
developing implications.  The recovery ratings for the debt issue-
level ratings are unchanged.  "These actions follow the company's
announcement that it commenced a cash tender offer to purchase up
to $142 million in aggregate principal amount of its outstanding
subordinated notes due 2010 for $700 per principal amount," said
Standard & Poor's credit analyst Lucy Patricola.


QUEBECOR WORLD: Overview and Summary of Chapter 11 Plan
-------------------------------------------------------
Quebecor World, Inc., and its debtor affiliates filed with the
U.S. Bankruptcy Court for the Southern District of New York their
Joint Plan of Reorganization and the Disclosure Statement
explaining the Plan on April 19, 2009.

Consistent with the agreement in principle with its major creditor
constituencies announced on April 8, 2009, Quebecor World 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 10
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.

Quebecor World stated that although there can be no assurance as
to the ultimate confirmation of the Plan of Reorganization, the
plan formulation and confirmation process is anticipated to allow
the Company to emerge from creditor protection with a strong
balance sheet by mid-July.

                    Issuance of New Securities

On the Effective Date, the Reorganized Debtors will cause
Reorganized QWI to authorize and issue a total number of shares of
New Common Stock, New Preferred Stock, New Warrants, and New
Unsecured Notes necessary to satisfy obligations on account of
Claims under the Plan.  The issuance of the new securities will be
in compliance with applicable registration requirements.  On the
Effective Date, Reorganized QWI will list and maintain the listing
of the New Common Stock, Preferred Stock and Warrants on the
Toronto Stock Exchange.

                       Litigation Trust

A litigation trust will be established for pursuit of the
Contributed Claims and will become effective on the Effective
Date.  The Litigation Trust will be funded by secured loans from
Reorganized QWI in an aggregate amount not to exceed $5 million.
The Funding Loan will be repaid in full from the Litigation Trust,
from the proceeds of any litigation recoveries, before any funds
are distributed to the Litigation Trust Beneficiaries.

                 Employee and Retiree Benefits

Except with respect to any Rejected Employee Agreements, on the
Effective Date, the Reorganized Debtors may:

   (1) honor, in the ordinary course of business, any contracts
       or agreements for, among others, compensation, health care
       benefits, disability benefits, deferred compensation
       benefits, travel benefits, savings benefits, retirement
       benefits, welfare benefits, and workers' compensation
       insurance; and

   (2) honor, in the ordinary course of business, Claims of
       employees employed as of the Effective Date for accrued
       and unused vacation time arising prior to the Petition
       Date.

The Reorganized Debtors' performance of any employment agreement
that is not a Rejected Employee Agreement will not entitle any
Person to any benefit or restore that benefit.

           Settlement of Syndicate Adversary Proceeding

On the Effective Date, upon the transfer of the Syndicate
Compromise Amount to holders of Class 4 Claims, the Syndicate
Adversary Proceeding will be deemed withdrawn with prejudice and
the Official Committee of Unsecured Creditors will take all
actions necessary to effect the withdrawal.  Each Debtor will
release and discharge all Syndicate Released Parties from all
claims that could have been asserted in the Syndicate Adversary
Proceeding.  However, any holders of SocGen Claims will not be
deemed to be Syndicate Released Parties.

         SocGen Adversary Proceeding & Disputed Claims

Following the Effective Date, Reorganized QWI will provide funds
necessary with respect to the continuation of the adversary
proceeding against Societe Generale (Canada).  Upon final
resolution of the adversary proceeding, the Class 1 Reserve will
be allocated as set forth in the Plan.

A full-text copy of the Chapter 11 Plan is available for free
at http://bankrupt.com/misc/qwiplan.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/qwids.pdf

                  Recovery of Claims Under the Plan

The Debtors' Joint Plan of Reorganization contemplates for these
classification and treatment of claims:

Class      Description           Treatment
-----      -----------           ---------
N/A        Administrative        Holder of Administrative Claims
            Claims                will receive (i) cash equal to
                                  the unpaid portion of the
                                  Allowed Administrative Claim,
                                  or (ii) other less favorable
                                  treatment as agreed upon by the
                                  Debtor and the claimholder.

                                  Allowed Administrative Claims
                                  with respect to liabilities
                                  incurred by the Debtors in the
                                  ordinary course of business and
                                  Allowed Administrative Claims
                                  arising under assumed contracts
                                  will be paid in the ordinary
                                  course of business.  In no
                                  event will a postpetition
                                  obligation that is contingent
                                  or disputed be considered to be
                                  an obligation payable in the
                                  ordinary course.

N/A        503(b)(9) and         Holders of 503(b)(9) and
            Reclamation           Reclamation claims will receive
            Claims                Cash equal to the unpaid
                                  portion of the Claim.

N/A        Priority Tax          Holders of Priority Tax Claims
            Claims                will receive Cash equal to the
                                  unpaid portion of the Claim.

1          Syndicate Claims/     Impaired.  Each holder will
            SocGen Claims         receive on the Effective Date,
                                  the holders' Pro Rata share of
                                  Class 1 Recovery.

                                  The Syndicate Claims will be
                                  deemed Allowed as of the
                                  Effective Date in an amount
                                  equal to $[] in respect of the
                                  secured portion of the
                                  Syndicate Claims and $[] in
                                  respect of the unsecured
                                  portion of the Syndicate Claims
                                  of $[], and each holder of an
                                  Allowed Syndicate Claim will
                                  receive its Pro Rata share of
                                  the Class 1 Recovery subject to
                                  the holder's contribution on
                                  account of the Syndicate
                                  Private Notes Contribution.

                                  The SocGen Claims will be
                                  deemed Disputed Claims as of
                                  the Effective Date for all
                                  purposes.

2          Secured Claims        Unimpaired.  Each holder will
                                  receive, at the sole option of
                                  the Debtors, (i) Cash equal to
                                  the value of its Allowed
                                  Secured Claim, (ii) the return
                                  of the holder's collateral
                                  securing the Secured Claim;
                                  (iii) Reinstatement of the
                                  holder's security interest or
                                  lien; or (iv) other less
                                  favorable treatment as to which
                                  the Debtors and the claimholder
                                  will agree upon.

                                  All valid, enforceable, and
                                  perfected prepetition liens on
                                  property of the Debtors held by
                                  holders of Secured Claims will
                                  survive the Effective Date and
                                  continue in accordance with the
                                  contractual terms of the
                                  agreements until the time (a)
                                  the holder of the Secured Claim
                                  has been paid in full, or the
                                  Court has determined that the
                                  lien or security interest is
                                  invalid.  Any claim arising as
                                  a result of a tax lien that
                                  would be an Allowed Secured
                                  Claim will be paid in
                                  accordance with the Plan.

3          General Unsecured     Unimpaired.  Holder of a Class
            Claims against the    3 Claim against any of the
            Operating Debtors     Operating Debtors will receive,
                                  on the Effective Date, a
                                  principal amount of New
                                  Unsecured Notes equal to 50% of
                                  the holder's Allowed Claim.  If
                                  the aggregate Allowed Class 3
                                  Claims exceed $150 million,
                                  each holder of an Allowed Class
                                  3 Claim will receive that
                                  holder's Pro Rata portion of
                                  $75 million in principal amount
                                  of New Unsecured Notes.

4          Senior Notes Claims   Impaired.  The Senior Notes
            and General           Claims as filed by the
            Unsecured Claims      applicable Indenture Trustee,
            against               will be deemed Allowed, as of
            Non-operating         the Effective Date, in an
            Debtors               amount equal to the unpaid
                                  principal and interest accrued
                                  as of the Petition Date.  All
                                  other Claims arising from the
                                  Class 4 Claims will receive, as
                                  payment, (i) the holder's Pro
                                  Rata portion of the Class 4
                                  Securities Distribution, and
                                  (ii) the holder's Pro Rata
                                  portion of any Class 4
                                  Litigation Recovery.

5          Convenience Claims     Impaired.  On the Effective
                                  Date, each holder of a Class 5
                                  Claim will receive cash equal
                                  to []% of the holder's Allowed
                                  Convenience Class.

6          Intercompany Claims   Impaired.  At the option of the
                                  Debtors, the Intercompany
                                  Claims will either be (a)
                                  Reinstated and treated in the
                                  ordinary course, or (b)
                                  canceled and discharged.  The
                                  Intercompany Creditor will
                                  receive new indebtedness
                                  representing a recovery
                                  consistent with that to be
                                  received by holders of Allowed
                                  Class 3 Claims, which new
                                  indebtedness will be issued to
                                  the extent of available value.

7          Debtor Interests       Unimpaired.  On the Effective
                                  Date, the Debtor Interests will
                                  be Reinstated.

                      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: Seeks to Assume Pfizer Real Property Lease
----------------------------------------------------------
Quebecor World (USA) Inc., and its U.S. debtor-affiliates seek
seek authority from Judge James Peck of the U.S. Bankruptcy Court
for the Southern District of New York to assume a real property
lease they entered into with Pfizer, Inc., as landlord, for a
32,000-square feet of property located at 150 East 42nd Street
11th Floor, New York, New York.  The Debtors propose to pay a $0
cure amount to the BLC Lease.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
relates that the premises subject to the Pfizer Lease are, and
will be, necessary to the Debtors' ongoing business operations,
and are important to their restructuring efforts.

If the Debtors subsequently determine that the Pfizer Lease has
realizable value in the marketplace, which exceeds the value the
lease has to the Debtors, and the premises are no longer necessary
to a successful restructuring of the Debtors' affairs, the Debtors
expressly reserve the right to seek to assign the Pfizer Lease at
a future date.

                      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: Inks Confidential Settlement With LL Bean
---------------------------------------------------------
L.L. Bean, Inc., and Debtor Quebecor World, Inc., entered into an
agreement in 2002 for the performance by QWUSA of certain printing
services and other services to L.L. Bean.  The Agreement expired
on December 31, 2007.

As of the Petition Date, there were disputes between QWUSA and
L.L. Bean relating to the performance of the Agreement.  QWUSA and
L.L. Bean have entered into a confidential settlement agreement to
resolve their disputes.

The parties also entered into a stipulation agreeing that the
Debtors are granted authority under Rule 9019 of the Federal Rules
of Bankruptcy Procedure to enter into and perform under the
Settlement Agreement.  The Parties agree that the automatic stay
is modified for the performance under the Settlement Agreement and
dismissal of any pending lawsuits related to the agreement.

The Parties ask the U.S. Bankruptcy Court for the Southern
District of New York to approve the Stipulation.

                      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: Cuts Jobs in Memphis, Reduces Pay at Calif. Plant
-----------------------------------------------------------------
Debtor Quebecor World Inc. has notified state officials in
Memphis, Tennessee, that it is closing its Memphis facility at
828 E. Holmes Road, the Memphis Daily News reported.  As many as
111 workers will lose their jobs, the report added.

The report related that company executives notified officials at
the Tennessee Department of Labor and Workforce Development about
the closure and imminent job losses April 7.

Quebecor's East Holmes Road plant, which sits on about 10 acres,
was appraised at a little more than $9.5 million in 2008, the
Memphis Daily News said, citing real estate information company
Chandler Reports.

Meanwhile, several hundred employees at Quebecor World's Merced,
California plant were informed that their pay would be cut 10% and
they would lose one week of paid vacation, Merced Sun-Star
reported.

"This is part of the company's cost-cutting initiatives," Merced
Sun-Star quoted Tony Ross, vice president of corporate
communications, in a phone interview as saying.  "We expect to be
able to exit creditors' protection in July as a strong player in
the industry."

The report says that the pay cuts and vacation reductions applied
to all North American non-unionized employees.  Mr. Ross did not
elaborate on future plans for the Merced plant, the report said.

The Merced facility is the largest printing operation on the West
Coast, according to the company Web site.  According to the Merced
Sun-Star it is also one of the largest employers in Merced County
with 660 employees.

                      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.


QUICKSILVER RESOURCES: Borrowing Base Won't Affect S&P's B Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Quicksilver Resources Inc. (B/Negative/--) were unaffected by the
company's announcement that its borrowing base was reaffirmed at
$1.2 billion and that it was in compliance with all four financial
covenants for the period ended March 31, 2009.  Although S&P views
the affirmation as positive, ongoing covenant concerns result in
the rating remaining unchanged.

S&P's concerns primarily relate to two asset coverage covenants at
Quicksilver's second-lien facility, minimum PV-10 (the present
value at a 10% discount rate) to total debt of 1.5x and a minimum
PV-10 to total secured debt of 2x.  The next covenant measurement
date is June 30, 2009, and S&P expects the covenant cushion to be
extremely tight and it could even be breached.  S&P could revise
the outlook to stable if S&P expects that Quicksilver will comply
with all four financial covenants.


RAYMOND CRONKITE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Raymond E. Cronkite
        125 Hills Beach Road
        Biddeford, ME 04005

Bankruptcy Case No.: 09-20451

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Maine (Portland)

Judge: James B. Haines Jr.

Debtor's Counsel: James F. Molleur, Esq.
                  419 Alfred Street
                  Biddeford, ME 04005
                  Tel: (207) 283-3777
                  Fax: (207) 283-4558
                  Email: jim@molleurlaw.com

Estimated Assets: $0 to $50,000

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/meb09-20451.pdf


RAYMUND CULLY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Raymond John Cully, Jr.
        11 Tabby Road
        Hilton Head, SC 29928

Bankruptcy Case No.: 09-04552

Chapter 11 Petition Date: April 7, 2009

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

Judge: Anthony J. Metz III

Debtor's Counsel: C Richard Oren, Esq.
                  C. Richard Oren Office
                  156 E. Market St., Ste. 900
                  Indianapolis, IN 46204
                  Tel: (317) 637-0993
                  Email: crichardorenatty@rtcol.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/insb09-04552.pdf

The petition was signed by Raymond John Cully.


RED TOP: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: Red Top Mountain Road LC
        80 Monroe Crossing
        Cartersville, GA 30120

Bankruptcy Case No.: 09-41371

Debtor-affiliate filing separate Chapter 11 petition:

   Debtor-affiliate        Case No.   Petition Date
   ----------------        --------   -------------
   Kesco Southeast, Inc.   09-40237      01/21/09

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Northern District of Georgia (Rome)

Debtor's Counsel: David G Bisbee, Esq.
                  2929 Tall Pines Way
                  Atlanta, GA 30345
                  Tel: (770) 939-4881
                  Fax: (770) 783-8595
                  Email: bisbeed@bellsouth.net

Total Assets: $2,235,500

Total Debts: $1,826,056

A list of the Debtor's 2 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb09-41371.pdf

The petition was signed by Dean Conn, the Company's manager.


RED TOP RENTALS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Red Top Rentals, Inc.
        5925 Stockberger PL
        Indianapolis, IN 46241

Bankruptcy Case No.: 09-05229

Type of Business: The Debtor rents construction equipment
                  including trucks, dozers, scrapers, excavators,
                  graders, rubber-tired loaders, crawler loaders,
                  loader-backhoes, hydraulic hammers, skid steer
                  loaders, sheepsfoot rollers, smooth drum
                  rollers, draglines and other construction
                  related items.

                  See http://www.redtoprentals.com/

Chapter 11 Petition Date: April 20, 2009

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  jeff@tucker-hester.com
                  Tucker Hester, LLC
                  429 N. Pennsylvania St., Ste. 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031

Total Assets: $23,249,558

Total Debts: $32,892,169

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Rudd Equipment Company, Inc.   Equipment         $1,883,908
2655 Kentucky Avenue           collateral;
Indianapolis, IN 46221         secured:
                               $1,215,000

Michigan CAT                   Equipment as      $1,662,850
24800 Novi Road                collateral
PO Box 918
Novi, MI 48376

CitiCapital Commercial         Equipment         $1,510,944
Leasing Corp./GE               Collateral
290 E. Carpenter Freeway       secured:
#H04-5                         $1,088,000
Irving, TX 75060

Midland Co-op, Inc.            Business Trade    $521,458
P.O. Box 560                   Debt
Danville, IN 46122

Wells Fargo/CIT Group Equip.   secured:          $245,294
Fin.                           $105,000

R.L. Denney, Inc.              Business Trade    $139,917
                               Debt

Triple S Tire Co. Inc.         Business Trade    $137,777
                               Debt

Liebherr                       Business Trade    $134,860
                               Debt

Holt Equipment Company, LLC    Business Trade    $83,523
                               Debt

Triple S Tire Co. Inc. -       Business Trade    $59,676
Ohio                           Debt

Marion County Treasurer        Personal Property $56,430
                               Taxes 2nd Half

GE Capital Commercial Inc.     Business Trade    $44,312
                               Debt

Macallister Machinery Co.      Business Trade    $37,539
                               Debt

TFS Capital Funding            Business Trade    $36,305
                               Debt

Allbright Mobile Welding       Business Trade    $33,477
                               Debt

Marion County Treasurer        Personal Property $32,437
                               Taxes 2nd Half

Duke's Earth Services, Inc.    Business Trade    $31,407
                               Debt

Walter Payton Power Equipment  Business Trade    $24,960
                               Debt

Pickett Equipment Parts Inc.   Business Trade    $24,384
                               Debt

Ashland                        Business Trade    $23,809
                               Debt

The petition was signed by John E. Dowden, president.


REDWOOD RELIANCE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Redwood Reliance Sales Company
        7911 Redwood Drive
        Cotati, CA 94931

Bankruptcy Case No.: 09-11070

Debtor-affiliate filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
    Reliance Trailer Company, LLC                  09-11071

Chapter 11 Petition Date: April 20, 2009

Court: U.S. Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtor's Counsel: Jamie P. Dreher, Esq.
                  Downey Brand LLP
                  621 Capitol Mall 18th Fl.
                  Sacramento, CA 95814
                  (916)444-1000
                  Email: jdreher@downeybrand.com

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

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

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

          http://bankrupt.com/misc/canb09-11070.pdf

The petition was signed by Brian Ling, president of the Company.


RETAIL VENTURES: Mulls Liquidity Options; Sells Filene's Basement
-----------------------------------------------------------------
Retail Ventures, Inc., has disposed of its Filene's Basement
subsidiary to FB II Acquisition Corp., a newly formed entity owned
by the Buxbaum Group.  RVI will not realize any proceeds from this
transaction.  Retail Ventures said Filene's Basement has recently
experienced significant liquidity problems.  Future plans for the
operation of the Filene's Basement business are uncertain and will
be controlled by Filene's Basement and its new owner, Retail
Ventures said.

Filene's Basement has retained Pachulski, Stang, Ziehl & Jones LLP
as counsel and Mr. Alan Cohen as Chief Restructuring Officer.

RVI's guarantee of all of Filene's Basement's obligations under
its secured credit agreement, which currently has a balance of
$14.2 million, will continue notwithstanding the disposition of
Filene's Basement by RVI.

RVI has an arrangement with the lenders under the secured credit
agreement pursuant to which RVI has agreed to acquire a $7.5
million Last Out Participation in that secured credit agreement,
which is included in the current loan balance amount.  In
connection with the disposition of the stock of Filene's Basement,
RVI and the lenders under Filene's Basement's secured credit
facility have entered into an agreement pursuant to which the
lenders will, subject to certain terms and conditions, forbear
from making demand on the RVI guarantee until the lenders, to the
extent reasonably possible, have been able to be repaid by
Filene's Basement.  There can be no assurance that all of the
terms and conditions to the forbearance agreement, some of which
are not within the control of RVI, will be satisfied and, in
addition, RVI does not currently have forbearance agreements with
respect to certain other obligations of Filene's Basement which
RVI has guaranteed.

Retail Ventures has begun reviewing its available options to the
extent it may become necessary to manage and enhance its liquidity
position.  Although RVI's plan to enhance liquidity could include,
among other things, the sale or collateralization of shares of
common stock of DSW Inc. or a sale of equity by RVI, no assurance
can be given that any such transaction can be completed on
favorable terms or that such a transaction would satisfy all of
RVI's liquidity requirements.

DSW is not a party to any guarantees on behalf of Filene's
Basement's contractual obligations, and DSW operates under a
separate secured credit agreement to which neither RVI nor
Filene's Basement is a party.  RVI is not aware of any liquidity
difficulties at DSW.

RVI cautioned that its future financial performance in fiscal 2009
and beyond may be affected by any bankruptcy filing by Filene's
Basement; any failure by RVI to satisfy its guarantees under the
Filene's Basement credit agreement or for other obligations of
Filene's Basement; the effect of Filene's Basement or RVI not
paying certain obligations; the reputational and operational
impact on DSW of a Filene's Basement bankruptcy proceeding and
liquidity issues of RVI; the effect of possible litigation with
creditors of Filene's Basement or RVI.

Moreover, RVI said its financial performance may be affected by
the bankruptcy filing made by Value City; the impact of the
disposition of Filene's Basement and of a majority interest in
Value City and the reliance on remaining subsidiaries to pay
indebtedness and intercompany service obligations; the risk of
Value City and Filene's Basement not paying RVI or its other
creditors, for which Retail Ventures may have some liability.

RVI has not been able to file its Annual Report on Form 10-K.  RVI
believes that additional time for preparation of its Form 10-K is
necessary to enable the completion of the financial and other
disclosures regarding continuing developments related to Filene's
Basement, RVI's pursuit of its alternatives and the present and
potential future impact of these events on RVI's business,
financial condition and results of operations.  RVI anticipates
that it will be able to file its completed Form 10-K not later
than May 1, 2009.

                          About Value City

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D.N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represents the
Debtors' in their restructuring efforts.  The company selected
Epiq Bankruptcy Solutions LLC as its claims, noticing and
balloting agent.  The United States Trustee for Region 2 has named
a nine-member official committee of unsecured creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.

In November 2008, Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York granted Value City Holdings
permission to conduct going-out-of-business sales to be managed by
liquidator and financial consultant Tiger Capital Group LLC.

                       About Retail Ventures

Columbus, Ohio-based Retail Ventures, Inc. --
http://www.retailventuresinc.com/-- is a holding company whose
subsidiary, DSW, Inc. -- http://www.dsw.com/-- is a multi-channel
footwear specialty retailer operating 300 stores in 37 states as
of March 26, 2009.  DSW also supplies footwear to 367 leased
locations in other retailers nationwide (including 25 Filene's
Basement locations) and serves customers through its e-commerce
site.


RICHARDS CONDITIONING: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Richards Conditioning Corp.
        70 Marbledale Road
        Tuckahoe, NY 10707

Bankruptcy Case No.: 09-22525

Chapter 11 Petition Date: April 6, 2009

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

Debtor's Counsel: Anne J. Penachio, Esq.
                  Penachio Malara LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  Email: apenachio@pmlawllp.com
                         penachio.anne@gmail.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/nysb09-22525.pdf

The petition was signed by Martin M. Hopwood, Jr., senior vice-
president and chief executive officer.


RHODES COMPANIES: Section 341(a) Meeting Scheduled for May 7
------------------------------------------------------------
The United States Trustee for Region 17, will convene a meeting of
creditors of The Rhode Companies LLC and its debtor-affiliates on
May 7, 2009, at 3:00 p.m., Foley Federal Building and U.S.
Courthouse 300 Las Vegas Blvd., South, Room 1500 in Las Vegas,
Nevada.

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

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

Based in Nevada, The Rhodes Companies LLC is a private master
planned community developer and homebuilder in the Las Vegas
valley.  The company was founded in 1991.  The company and its
affiliates filed for Chapter 11 protection on March 31, 2009
(Bankr. D. Nev. Lead Case No. 09-14778).  Zachariah Larson, Esq.,
at Larson & Stephens, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed both assets and debts between
$100 million and $500 million.


RHODES COMPANIES: Lender Group Wants Trustee Or Case Dismissal
--------------------------------------------------------------
A steering committee of first lien lenders asks the U.S.
Bankruptcy Court for the District of Nevada to appoint a Chapter
11 trustee for The Rhodes Companies LLC and its debtor-affiliates
or, in the alternative, dismiss their cases.

According to the Committee, the immediate appointment of a trustee
is necessary to prevent the continued mismanagement of the Debtors
by James Rhodes, the Debtors' chief executive officer, president
and sole director.  Mr. Rhodes, the Committee asserts, has (i)
violated his fiduciary duties to creditors of these estates; (ii)
overseen the misappropriation of the Debtors' funds; and (iii)
engaged in other inappropriate activities that have destroyed
millions of dollars of value that would otherwise be available to
satisfy the Debtors' prepetition secured debt.

The Committee, which was formed on early March 2009, is comprised
of certain unaffiliated lenders under the credit agreement dated
November 21, 2005, with the Debtors and a group of financial
institution including Credit Suisse Cayman Islands Branch as
administrative and collateral agent.  The Committee says that the
Debtors were unable to make scheduled interest and amortization
payments due under the credit agreement on March 31, 2009.  As a
result, the Debtors and the Committee reached an agreement on the
terms of a forbearance agreement, wherein Mr. Rhodes will leave
the Debtors and put control of the Debtors' operations in the
hands of another party.

A full-text copy of the Committee's motion is available for free
at http://ResearchArchives.com/t/s?3bbb

Based in Nevada, The Rhodes Companies LLC is a private master
planned community developer and homebuilder in the Las Vegas
valley.  The company was founded in 1991.  The company and its
affiliates filed for Chapter 11 protection on March 31, 2009
(Bankr. D. Nev. Lead Case No. 09-14778).  Zachariah Larson, Esq.,
at Larson & Stephens, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed both assets and debts between
$100 million and $500 million.


ROGER RALPH: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Roger Mason Ralph
        1242 Bride Road
        Covington, TN 38019

Bankruptcy Case No.: 09-23696

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Western District of Tennessee

Judge: David S. Kennedy

Debtor's Counsel: Thomas Harold Strawn, Jr., Esq.
                  PO Box 908
                  Dyersburg, TN 38024
                  731-285-3375
                  Email: tstrawn42@bellsouth.net

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

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

A list of the Debtor's 4 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnwb09-23696.pdf


SCHIAPPA FOODS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Schiappa Foods Corp.
        4371 Northlake Blvd., PMB 371
        Palm Beach Gardens, FL 33410
        dba Arby's

Bankruptcy Case No.: 09-16809

Chapter 11 Petition Date: April 14, 2009

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

Judge: Erik P. Kimball

Debtor's Counsel: Chad P. Pugatch, Esq
                  101 NE 3 Ave Suite 1800
                  Ft. Lauderdale, FL 33301
                  (954) 462-8000
                  Email: cpugatch.ecf@rprslaw.com

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

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

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

          http://bankrupt.com/misc/flsb09-16809.pdf

The petition was signed by Michael P. Schiappa, President of the
company.


SCRIPPS VILLA: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Scripps Villa Portofino, LLC
        484 Prospect Street
        La Jolla, CA 92037

Bankruptcy Case No.: 09-05133

Chapter 11 Petition Date: April 19, 2009

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Judge Louise DeCarl Adler

Debtor's Counsel: Bruce A. Wilson
                  2031 Fort Stockton Drive
                  San Diego, CA 92103
                  619-497-0627
                  Fax : 619-497-0628
                  Email: Brucewils@aol.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 list of
10 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/casb09-05133.pdf

The petition was signed by Jeffrey E. Lubin, manager of the
Company.


SEC ENTERPRISE: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: SEC Enterprise, LLC
        5211 Jimmy Carter Blvd
        Norcross, GA 30093

Bankruptcy Case No.: 09-69030

Chapter 11 Petition Date: April 6, 2009

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

Debtor's Counsel: Kennon Peebles, Jr., Esq.
                  2444 Highway 120, Suite 106
                  Duluth, GA 30097
                  Tel: (678) 232-1533
                  Email: kennon@peebleslaw.net

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

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

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb09-69030.pdf

The petition was signed by Anthony O. Shin, managing member.


SEMGROUP LP: Seek to Provide Incentives to SemMaterials Employees
-----------------------------------------------------------------
In September 2008, Semgroup LP and its affilates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to implement incentive plans for their key employees
who are not deemed insiders, as well as those deemed "insiders" as
the term is defined under Section 101(31) of the Bankruptcy Code.

The Non-Insider KEIP provides incentive payments to key non-
insider employees of Debtor SemMaterials L.P. who would work
toward, and remain with the Debtors through, either the sale of
substantially all of SemMaterials' assets or consummation of a
plan of reorganization for SemMaterials.  The Insider KEIP
provides incentive compensation for certain key executives of
business units, including SemMaterials, and included two
components: one tied to financial performance measurements
identified in the Executive KEIP, and one triggered by a sale of
a business unit or consummation of a plan of reorganization.

The employees participating in the Incentive Plans waived their
rights to receive any bonus, severance, or other payment plan
offered by the Debtors in lieu of an incentive payment under the
applicable Incentive Plan.

The Debtors have sought the Court's authority to sell SemMaterials
or to wind down its operations.  Certain provisions in the
Debtors' settlement with non-debtor SemGroup Energy Partners,
L.P., however, including implementation of a Shared Services
Agreement, and the wind-down of SemMaterials may affect the
eligibility of certain KEIP employees assisting through the
SemMaterial sale or winddown, to participate in, and receive a
payment under the related Incentive Plan.

In this regard, the Debtors seek the Court's authority to amend
the Incentive Plans to provide that:

  (i) KEIP employees who provided services for SemMaterials
      remain eligible for an incentive payment under their
      Incentive Plan.  Amounts payable under the Non-Insider KElP
      would be unchanged by the proposed amendment. Amounts
      payable under the performance-based portion of the
      Executive KElP would be prorated based on financial
      performance through March 31, 2009.  Amounts payable under
      the transaction component of the Executive KEIP would
      remain unchanged;

(ii) KElP employees who are terminated without cause in
      connection with the wind-down of SemMaterials remain
      eligible for an incentive payment under their respective
      Incentive Plan;

(iii) KEIP employees who are transferred to SOLP in connection
      with the SOLP Settlement and/or the Shared Services
      Agreement remain eligible for an incentive payment under
      their respective Incentive Plan;

(iv) incentive payments to KEIP Employees subject to the
        referenced prongs in (i)-(iii) will be triggered by:

        * the sale of substantially all of the inventory of
          SemMaterials and SemMaterials' residual business, or

        * July 30, 2009, whichever is first.

The Debtors assert that absent the requested relief, their
operations will be immediately harmed as their failure to honor
and pay incentive payments to affected KEIP employees will
negatively impact overall employee morale.

                       About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Seeks to Hire Deloitte as Accounting Consultants
-------------------------------------------------------------
SemGroup LP and its affiliates seek permission from Judge Brendan
Linehan Shannon of the U.S. Bankruptcy Court for the District of
Delaware to hire Deloitte Financial Advisory Services LLP as their
fresh-start accounting consultants, and Deloitte Tax LLP, as their
tax consultants, nunc pro tunc to March 3, 2009, in connection
with the Debtors' emergence from Chapter 11.

As fresh-start accounting consultants, Deloitte FAS will:

   (1) provide training support to company accounting personnel
       and culminate a strategy and work plan for the fresh-start
       project;

   (2) provide recommendations to the Debtors' management
       regarding plan of reorganization adjustments necessary to
       record the POR's impact on the legal entity books of the
       company;

   (3) assist management in determining revaluation necessary to
       comply with the accounting and reporting requirements;

   (4) advise Debtors' management as it prepares accounting
       information and disclosures in support of public and
       private financial filings as its lO-K or lO-Qs or lender
       statements; and

   (5) assist management with its responses to questions or other
       requests from external auditors regarding bankruptcy
       accounting and reporting matters.

As the Debtors' tax consultants, Deloitte Tax will:

   (a) assist management with an understanding of tax
       consequences of alternative restructuring options in
       connection with bankruptcy proceeding;

   (b) determine the tax consequences of debt modifications;

   (c) determine the impact of cancellation of indebtedness on
       the group's tax attributes and tax basis in assets;

   (d) assist management with its required tax filings; and

   (e) assist management in determining requirements under SFAS
       109 and FIN 48.

For the contemplated services, the Debtors will pay Deloitte Tax
and Deloitte FAS based on these hourly rates:

       Professional                   Hourly Rate
       ------------                   ------------
       Partner/Principal/Director     $600 to $725
       Senior Manager                 $480 to $580
       Manager                        $380 to $500
       Senior Consultant              $275 to $375
       Associate and Junior Staff     $175 to $250

The Debtors will also reimburse the firms for any direct expense
in relation to the engagements.  Terrence Ronan, president and
chief executive officer of SemGroup, L.P., believes that the
services of the firms will not duplicate those of other
professionals in their cases, as Deloitte Tax and Deloitte FAS
will carry out unique functions pertaining to the Debtors'
emergence from Chapter 11.

In separate affidavits, Todd Crawford, a partner at Deloitte Tax,
in Houston, Texas, and Anthony V. Sasso, a director at Deloitte
FAS, in New York, disclosed that their firms have or may have
provided professional services to certain of the Debtors'
creditors and parties-in-interest in matters unrelated to the
Debtors' cases.  They said Deloitte Consulting LLP, an affiliate
of Deloitte Tax provided prepetition services to the Debtors, and
as of the Petition Date, has a $102,000 receivable from the
Debtors on those services.  Deloitte Consulting has agreed not to
seek recovery of the amount, they related.

Deloitte Tax and Deloitte FAS are disinterested persons within
the meaning of within the meaning of Section 101 (14) of the
Bankruptcy Code, as modified by Section 11 07(b), Messrs.
Crawford and Sasso said.

                       About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SEMGROUP LP: Seeks to Employ Stinnett as SOX Consultants
--------------------------------------------------------
SemGroup LP and its affiliates seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Stinnett &
Associates, LLC, as Sarbanes-Oxley accounting consultants, nunc
pro tunc to March 14, 2009, pursuant to the terms of their
engagement letter in connection with the Debtors' internal audit
for the fiscal year 2009, pursuant to the Sarbanes-Oxley Act of
2002.

As Sarbanes-Oxley accounting consultants, Stinnett will:

   (a) administer, document, and test compliance of the Debtors
       under for Section 404 of the Sarbanes-Oxley Act of 2002.
       Section 404 requires that each annual report must contain
       an internal control report;

   (b) prepare narratives, risk control matrices, and testing for
       the Debtors' general controls on accounts payable,
       purchasing, revenue, inventory, fixed assets, accrued
       liabilities, payroll and human resources, intercompany,
       trading and marketing, taxes, treasury, equity, financial
       reporting, entity controls and information technology; and

   (c) advise the Debtors in regard to the final decisions
       related to recommendations, findings or other similar
       issues that arise from Section 404 compliance,
       documentation and testing.

The Debtors will pay $200 per hour for the services of Melinda F.
Stinnett, manager at Stinnett & Associate, LLC, in Tulsa,
Oklahoma.  The Debtors will also reimburse the firm for direct
expenses incurred in connection with the engagement.

Ms. Stinnett disclosed in an affidavit that her firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as modified by Section 1107(b), and does not
hold an interest materially adverse to SemGroup or any of the
Debtors.  Ms. Stinnett also filed a supplemental affidavit
assuring the Court of her firm's disinterestedness.

                       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 Valuation Research Engagement
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
SemGroup LP and its affiliates' engagement of Valuation Research
Corporation as their specialized asset valuation service provider,
nunc pro tunc to February 25, 2009.

As valuation service provider, VRC will:

  (a) conduct a SFAS 144 as of December 31, 2008, Step 1
      analysis, to determine if the carrying value of the
      company's long-lived assets is recoverable from their
      undiscounted cash flows.

  (b) conduct a SFAS 142 analysis of certain intangible assets
      as of December 31, 2008, to support potential impairment.

  (c) interview management with respect to the Debtors' business
      plans, restructured business units and intangible assets;

  (d) estimate the weighted average remaining life of the long-
      lived asset group of each business unit, based upon the
      Debtors' fixed asset files;

  (e) review the five-year business plans for each of the
      Debtors' seven business units, and prepare an undiscounted
      cash flow analysis over the weighted average remaining
      life of the long-lived asset group;

  (f) compare the carrying value of the long-lived assets of
      each business unit to the undiscounted cash flows, to
      determine impairment;

  (g) value the tangible assets of the Debtors for potential
      SFAS 144, Step 2 purposes and for use in valuing certain
      intangible assets, under the excess earnings method;

  (h) value all intangible assets of the Debtors and interview
      the Debtors' management regarding the intangible assets of
      certain business units that are no longer viable and
      include a narrative write up for the narrative report; and

  (i) provide a narrative report, with supporting schedules, on
      its methodologies and valuation conclusions.

Moreover, in connection with fresh start accounting, VRC will:

   -- update the valuation of all tangible assets, to the
      bankruptcy exit date, and provide an asset file with
      individual values by unit, consistent with the Debtors'
      existing records;

   -- update the valuation of all tangible assets, to the
      bankruptcy exit date;

   -- allocate the bankruptcy reorganization value to each of
      the Debtors' seven business units;

   -- provide a spreadsheet showing working capital, tangible
      assets and intangible assets, by business entity; and

   -- prepare a narrative report documenting its methodologies
      and valuation conclusions, with supporting schedules and
      an electronic asset file with value, by asset, based on
      the bankruptcy reorganization value for each entity.

For the contemplated services, the Debtors will pay VRC based on
these hourly rates:

         Professional            Hourly Rate
         ------------            -----------
         Partners                   $325

         Senior Financial
         Professionals              $275

         Senior Tangible
         Asset Professionals        $220

The Debtors will also reimburse VRC for direct and necessary
expenses incurred in connection with its engagement.

The Debtors have employed Deloitte Financial Advisory Services LLP
to provide them fresh start accounting services in an advisory
capacity.  The fresh start accounting services by Deloitte
Financial are distinguishable from those to be provided by VRC.
VRC will focus its efforts primarily on the valuation of and
accounting for tangible and intangible assets, while Deloitte
Financial will provide accounting advice as the Debtors plan their
emergence from Chapter 11.

VRC, together with Deloitte Financial, will make reasonable
efforts to minimize duplication of services, the Debtor assure
the Court.

Richard B. Nordberg, a senior vice president at Valuation Research
Corp., said his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.

In a related filing, Bryan H. Browning, senior vice president at
Valuation Research Corporation, in Milwaukee, Wisconsin, disclosed
that the Debtors do not owe the firm for services rendered.

                        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: Producers Panel Wants to Prosecute Claims vs. J. Aron
------------------------------------------------------------------
The Official Producers' Committee appointed in SemGroup LP's cases
asks the U.S. Bankruptcy Court for the District of Delaware to
grant it derivative standing to file and prosecute, on behalf of
the Debtors' estates, a counterclaim in the adversary case filed
by J. Aron & Company against the Debtors.

J.Aron, who owes the Debtors at least $89 million for crude oil
and natural gas, sought to exercise set-off rights rather than
paying the obligation under.

Since the Debtors demanded J. Aron's payment in September 2008,
the Debtors have not followed up on the demand, the OPC's
counsel, Hugh M. Ray, Esq., at Andrews Kurth LLP, in Houston,
Texas, relates.  The OPC, Mr. Ray says, has asked the Debtors to
sue J. Aron to recover the amounts but the Debtors have refused
to act.

Mr. Ray asserts that the Debtors' failure to act on their
fiduciary obligation to the estates warrants approval of the OPC's
request.

                             Objections

In separate filings, the Debtors, Bank of America, N.A., Calyon
New York Branch, J. Aron, and ConocoPhillips Company, oppose the
OPC's request to file counterclaims and prosecute certain actions
on the Debtors' estates' behalf.

The Debtors' counsel, Martin A. Sosland, Esq., at Weil, Gotshal &
Manges LLP, in Dallas, Texas, argues that the OPC does not meet
the standard set by the Third Circuit, which requires the OPC to
establish that the Debtors are neglecting their fiduciary duties
to their estates.  "Given that the Debtors are currently pursuing
claims against J. Aron in the J. Aron adversary proceeding . . .
and issues related to J. Aron's alleged setoff rights may be
resolved in the Producers' Litigation, the OPC cannot meet the .
. . standard," Mr. Sosland asserts.  Conoco expresses the same
view point in that regard.

Mr. Sosland also points out that the OPC's motion will only
generate further duplicative litigation that would be costly and
burdensome to the Debtors' estate.

Calyon believes the Debtors, not the OPC, should pursue any
action to collect from J. Aron.

BofA says the OPC's motion is based on a mistaken premise -- that
the Debtors have unjustifiably failed to bring suit against J.
Aron -- saying that the Debtors did file, in the J. Aron tender
adversary proceeding, their answers and counterclaims to the
complaint.

The objectors ask the Court to deny the OPC's motion.

                       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)


SHANE CO: Seeks Until August 10 to File Chapter 11 Plan
-------------------------------------------------------
Shane Co. asks the U.S. Bankruptcy Court for the District of
Colorado to further extend its exclusive period to propose and
obtain confirmation of a Chapter 11 plan of reorganization until
August 10, 2009.

The Debtor says it is continuing refining its overall financial
projections and formulating proposed terms of a plan of
reorganization, in consultation with the Official Committee of
Unsecured Creditors and its financial advisors.  According to the
Debtor, given this uncertain economy, it is critical that it be
comfortable with its ability to perform under its own financial
projections before committing to the terms of a plan.

The Debtor further says that it is in the process of contacting
each of its landlords to attempt to negotiate modifications to the
terms of each of its leases that would help the Debtor in making a
final decision on whether to assume or reject each lease.  While
substantial progress has been made in these negotiations, they
are not yet fully concluded, and thus it cannot yet make final
decisions as to whether to assume or reject each lease, the Debtor
relates.

The Debtor relates that it continues to monitor the financial
performance of each store location, which will also affect its
decision as to whether to assume or reject the lease for each
location.  More time to analyze the financial performance of each
location prior to making a final decision on whether to retain
each such lease, the Debtor notes.  It would be far preferable to
propose to assume or reject all leases in the context of a plan,
rather than in isolation, the Debtor says.

The Debtor wants the Court to extend the period within which it
may assume or reach its leases of non-residential real property,
according to paper filed with the Court.

Objections to the Debtor's request for extension of time must be
filed before April 28, 2009, Caroline C. Fuller, Esq., Fairfield
and Wood, P.C., in Denver, Colorado.

                          About Shane Co.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- sells jewelry.  The Company filed for
Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No.
09-10367).  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline
C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the
Debtor's local counsel.  Charles F. McVay, the United States
Trustee for Region 19, appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Cohen Tauber Spievack
& Wagner P.C. represents the Committee.  The Debtor proposed
Kurtzman Carson Consultants LLC as its claims agent.  When the
Debtor filed for protection from its creditor, it listed assets
and debts between $100 million and $500 million each.


SHANE CO: Asks Court to Set June 29 as Claims Bar Date
------------------------------------------------------
Shane Co. asks the United States Bankruptcy Court for the District
of Colorado to set June 29, 2009, as the deadline for creditors --
with the exception of governmental entities -- to file proofs of
claim.  The Debtor proposes July 13, 2009, as the deadline for
governmental units to file proofs of claim.

All proofs of claims must be delivered to:

    Shane Claims Processing Center
    c/o Kurtzman Carson Consultants LLC
    2335 Alaska Avenue
    El Segundo, CA 90245
    Tel: (866) 381-9100

                          About Shane Co.

Headquartered in Centennial, Colorado, Shane Co. --
http://www.shaneco.com/-- sells jewelry.  The company filed for
Chapter 11 protection on January 12, 2009 (Bankr. D. Col. Case No.
09-10367).  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, serves as the Debtor's counsel, and Caroline
C. Fuller, Esq., at Fairfield and Woods, P.C., serves as the
Debtor's local counsel.  Charles F. McVay, the United States
Trustee for Region 19, appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Cohen Tauber Spievack
& Wagner P.C. represents the Committee.  The Debtor proposed
Kurtzman Carson Consultants LLC as its claims agent.  When the
Debtor filed for protection from its creditor, it listed assets
and debts between $100 million and $500 million each.


SEVENTY SPRUCE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Seventy Spruce Street, LCC
        1177-A Concord Rd., SE
        Smyrna, GA 30080

Bankruptcy Case No.: 09-68845

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

Chapter 11 Petition Date: April 6, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Eric E. Thorstenberg, Esq.
                  6065 Roswell Rd., NE, Suite 621
                  Atlanta, GA 30328
                  Tel: (404) 843-8491

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/ganb09-68845.pdf

The petition was signed by Terald Melton, Member of the company.


SHIVANCHAL INC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shivanchal, Inc.
        204 Ridgeview Court
        LaGrange, GA 30240

Bankruptcy Case No.: 09-11208

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Northern District of Georgia (Newnan)

Debtor's Counsel: J. Nevin Smith, Esq.
                  Smith Diment Conerly, LLP
                  402 Newman Street
                  Carrollton, GA 30117
                  Tel: (770) 834-1160
                  Fax: (770) 834-1190
                  Email: cstembridge@smithdiment.com

Total Assets: $1,878,000

Total Debts: $3,270,000

A list of the Debtor's 3 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb09-11208.pdf

The petition was signed by Deshbir Singh, the Company's president.


SIDNEY KIMMEL: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Union-Tribune reports that The Sidney Kimmel Cancer Center has
filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy
Court for the Southern District of California.

Union-Tribune quoted SKCC CEO Jan D'Alvise as saying, "The filing
will provide a legal framework and opportunity for the independent
cancer research center to be purchased by another entity; ideally
another nonprofit research institute with a compatible mission.
In assessing the center's financial realities against the
challenges presented by the larger economic circumstances that all
nonprofit institutes like SKCC are currently facing, the board of
trustees decided that there were no other options."

Burnham Institute for Medical Research was considering acquiring
some SKCC assets for its cancer research mission and allowing some
Kimmel staff to continue their research at Burnham, Union-Tribune
relates, citing Mr. D'Alvise.

The Sidney Kimmel Cancer Center is a nonprofit research institute
based in La Jolla.  The center was founded in 1990.


SIGNATURE ALUMINUM: In Ch. 7 Liquidation; Ex-Employees File Suits
-----------------------------------------------------------------
Signature Aluminum, Inc., and its affiliates are in Chapter 7
liquidation before the U.S. Bankruptcy Court for the District of
Delaware.

While the Company has shut itself and fired employees, a number of
former employees are pursuing claims against the Company.

Two law firms have pursued class suits on behalf of 1,500
employees who were laid off by the Debtors in February 2009.
Klehr, Harrison, Harvey, Branzburg & Ellers, LLP and Berger
& Montague, P.C., claim that Signature Aluminum violated the
Worker Adjustment and Retraining Notification (WARN) Act which
provides that employers must give sixty days notice to employers
prior to a plant closing or mass layoff.

In a Chapter 7 filing, management gives up control to a trustee.
The trustee will manage the estates while it liquidates, which the
proceeds from the liquidations to be used to pay off creditors.

Signature Aluminum Inc., owned by private-equity investor
HIG Capital LLC, produced aluminum extrusions.  Revenue of $139
million in 2007 fell to $97 million in 2008.  Last year
Greenville, Pennsylvania-based Signature made a run at buying
Shapes/Arch Holdings LLC, a New Jersey-based producer of aluminum
extrusions and windows that was in Chapter 11.

Signature Aluminum filed for Chapter 7 on April 3 (Bankr. D. Del.
Case No. 09-11192).  In its petition, it said assets are less than
$50 million while debt exceeds $50 million.


SIX FLAGS: Inevitable Default Cues Fitch to Junk Issuer Rating
--------------------------------------------------------------
Fitch Ratings-New York-20 April 2009: On March 16, 2009, Fitch
Ratings downgraded Six Flags IDR to 'C' reflecting Fitch's
expectation that some form of default was inevitable, whether it
was a series of coercive debt exchanges, an out-of-court deal, a
pre-packaged bankruptcy or other proceeding within the bankruptcy
court.

On April 17th, Six Flags Inc. announced a restructuring plan that,
if executed, would exchange all of the debt at the Six Flags'
holding company to equity.  Fitch believes that the proposed
exchange would constitute a Coercive Debt Exchange under Fitch's
CDE criteria, dated March 3, 2009.  The factors that lead to
Fitch's conclusion that the exchange is coercive or de facto
involuntary under Fitch's CDE criteria are:

  -- Material reduction in terms, including the exchange of debt
     for equity and amendments to the documents that could impair
     the position of the bondholders who do not tender.

  -- The company has explicitly stated that if the restructuring
     plan does not occur, Six Flags intends to explore all other
     restructuring alternatives available, which may include an
     alternative out-of-court restructuring or the commencement of
     bankruptcy proceedings.

If the exchange were executed, Fitch would downgrade the Issuer
Default Rating to Restricted Default on the date the exchange is
executed and subsequently assign an IDR rating to the company that
would reflect the company's restructured balance sheet.

In the event that the proposed exchange is not completed, Fitch
would maintain the current rating as Fitch believes that some form
of default is inevitable, whether it is a different exchange offer
or restructuring plan, a pre-packaged bankruptcy or other
proceeding within the bankruptcy court.

Details of the current exchange offer can be found within the
Offering Memorandum filed with the SEC under an 8K, dated April
20, 2009.

Fitch Ratings rates Six Flags and its subsidiaries:

Six Flags

  -- IDR 'C';

  -- Senior unsecured notes (including the 4.5% convertible notes)
     'C/RR6';

  -- Preferred stock (PIERs) 'C/RR6'.

Six Flags Operations Inc.

  -- IDR 'C';
  -- Senior unsecured notes 'C/RR6'.

Six Flags Theme Park Inc.

  -- IDR 'C';
  -- Secured bank credit facility 'CCC/RR2'.

The 'RR2' rating for the company's secured bank credit facility
reflects Fitch's belief that 71%-90% recovery is realistic given
its priority position in the capital structure.  The 'RR6'
recovery rating for the Six Flags' and SFO's senior unsecured debt
and Six Flags' PIERs reflect 0% expected recovery.

A failure to redeem the PIERs when due would trigger a default on
the bank credit facility.  Further, a default on the senior
unsecured notes could be triggered if the banks do not agree to
grant an amendment or waiver and choose to accelerate under the
bank credit agreement.

As of Dec. 31, 2008, total debt of $2.7 billion was made up of
$1.3 billion in senior unsecured notes ($400 million at SFO), $1.1
billion in bank debt at SFTP ($837 million in term loan B and $244
million in revolver borrowings) and approximately $300 million in
PIERs.  As of Dec. 31, 2008, the company's consolidated leverage
was 10.0 times (x); leverage at SFTP was approximately 4.5x, and
leverage through SFO was approximately 6.1x.

Liquidity as of Dec. 31, 2008 consisted of $210.3 million in cash
and no availability under the revolving credit facility.  In
October 2008, the company borrowed $244 million from its revolving
credit facility in order to ensure sufficient liquidity for its
off-season.  Under Fitch's calculations, free cash flow was
negative $37.4 million.  In addition to its August 2009 PIERs
maturity, Six Flags has approximately $130 million in notes due in
February 2010.  Fitch expects that Six Flag's liquidity should be
sufficient to cover operating costs in the off-season and invest
in its parks.

While 2008 was a solid year for regional theme parks despite some
economic weakness and high energy prices, Fitch expects the 2009
season to be a challenging year as pressure on discretionary
consumer spending patterns could result in weaker attendance and
reduced in-park spending.


SOLAR COSMETIC: Court Confirms Liquidating Plan
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
entered an order confirming Solar Cosmetic Labs Inc.'s liquidating
Chapter 11 plan, according to Bloomberg's Bill Rochelle.

The Plan is built upon a settlement that provides that secured
lender and unsecured creditors are in line to split up $580,000,
Bloomberg said.

The Debtors sold their intellectual property -- including
trademarked logos, patents and copyrights -- to Sun & Skin Care
Research Inc. for $8,500,000.  At a July 24 auction, Sun & Skin
dwarfed The Village Suncare LLC's $4 million offer for the
Debtors' assets, Bloomberg says.  The Village Suncare was the
designated stalking-horse bidder.  Secured creditor KeyBank N.A.
got most of the proceeds, while $425,000 was allocated for
unsecured creditors.

                      About Solar Cosmetic

Miami Gardens, Florida-based Solar Cosmetic Labs Inc. --
http://www.solarcosmetics.com/-- and --
http://www.bodyandearth.com/-- manufacture, markets and sells
perfumes, cosmetics, and other toilet preparations.  Solar
Packaging Corp. is the holder of certain operating licenses and is
a guarantor of certain of Solar Cosmetic's obligations.

The Company and Solar Packaging Corp. filed Chapter 11 petitions
on May 6, 2008 (Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).
Judge Laurel Isicoff presides the case.  Peter E. Shapiro, Esq.,
at Shutts & Bowen, LLP represents the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 21 appointed
creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee is represented by Jeffrey P. Bast, Esq.
The Debtors' schedule showed total assets of $13,925,425 and total
liabilities of $50,928,780.


SOUTHERN ELEGANT HOMES: Case Summary & 17 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Southern Elegant Homes, Inc.
        3021 Allansford Lane
        Raleigh, NC 27613

Bankruptcy Case No.: 09-02756

Chapter 11 Petition Date: April 2, 2009

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

Judge: A. Thomas Small

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: 252 633-2700
                  Fax: 252 633-9600
                  Email: efile@stubbsperdue.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 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb09-02756.pdf

The petition was signed by John T. Makovy, the Company's
president.


SPURS ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Spurs Enterprises, LP
        c/o Vitti and Vitti and Associates, P.C.
        916 Fifth Avenue
        Pittsburgh, PA 15219
        412-281-1725

Bankruptcy Case No.: 09-22424

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Western District of Pennsylvania

Debtor's Counsel: Louis P. Vitti, Esq.
                  916 Fifth Avenue
                  Pittsburgh, PA 15219
                  Tel: 412-281-1725
                  Fax: 412-281-3810
                  Email: jennifer@vittilaw.com

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

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

A list of the Debtor's 4 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb09-22424.pdf

The petition was signed by Roy D. Davis, the Company's president.


ST THOMAS SELF STORAGE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: St Thomas Self Storage, LLC
        1281 Westwood Boulevard, Suite 200
        Los Angeles, CA 90024
        Tel: (310) 312-0202

Bankruptcy Case No.: 09-18603

Chapter 11 Petition Date: April 13, 2009

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

Judge: Victoria S. Kaufman

Debtor's Counsel: William H Brownstein, Esq.
                  1250 Sixth St Ste 205
                  Santa Monica, CA 90401
                  Tel: (310) 458-0048
                  Fax: (310) 576-3581
                  Email: Brownsteinlaw.bill@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/cacb09-18603.pdf

The petition was signed by Magdi Azer, Managing Member of the
company.


STEPHEN SCALESE: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stephen J. Scalese
        PO Box 750085
        Arlington Heights, MA 02475

Bankruptcy Case No.: 09-12952

Chapter 11 Petition Date: April 3, 2009

Court: United States Bankruptcy Court District of Massachusetts

Judge: Henry J. Boroff

Debtor's Counsel: Nina M. Parker, Esq.
                  Parker & Associates
                  10 Converse Place
                  Winchester, MA 01890
                  Tel: (781) 729-0005
                  Fax: (781) 729-0187
                  Email: nparker@ninaparker.com

Total Assets: $1,401,685

Total Debts: $1,935,459

A list of the Debtor's 9 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab09-12952.pdf


STRATOS GLOBAL: S&P Raises Corporate Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Newfoundland-based satellite
communications provider Stratos Global Corp. two notches to 'BB'
from 'B+'.  The outlook is positive.  At December 31, 2008,
Stratos had US$362 million of reported debt outstanding.

At the same time, S&P raised the rating on the company's senior
secured debt to 'BB+' from 'BB-', and the rating on the senior
unsecured notes to 'B+' from 'B-'.  The recovery ratings on these
debts are unchanged.

"The rating action follows U.K.-based mobile satellite provider
Inmarsat PLC's April 15 announcement that it has completed the
acquisition of Stratos," said Standard & Poor's credit analyst
Madhav Hari.  Inmarsat PLC is the parent company of Inmarsat
Holdings Ltd. (BB/Positive/--).  Following the acquisition,
Stratos (which is the largest distributor of Inmarsat Holdings'
products and services and accounting for about 46% of Inmarsat
Holdings' core revenues) will be a wholly owned operating division
of the Inmarsat group.  "As a result the ratings on Stratos and
Inmarsat are equalized," Mr. Hari added.

S&P believes the acquisition of Stratos should meaningfully
strengthen Inmarsat's market-leading position in the mobile
satellite services industry while providing significant
flexibility to the company to address customer needs more
directly.  Although S&P understands that Inmarsat is not currently
expected to assume (or guarantee) Stratos' debt outstanding, the
significant interrelationship between the two entities, along with
Inmarsat substantial investment (about US$360 million to date)
indicates to us that Stratos is a strategic asset for Inmarsat and
that, if needed, S&P believes Inmarsat is likely to provide credit
support to Stratos.  Accordingly, consistent with Standard &
Poor's ratings criteria for parent/subsidiary linkage, S&P
believes that a consolidation of the business and financial risk
profiles of Stratos with those of the higher-rated Inmarsat is
warranted.  Any change to the ratings on Inmarsat is likely to
lead to a change in the ratings on Stratos.

Stratos is a leading provider of fixed and mobile communications
to customers in remote areas.  It operates through two segments:
mobile satellite services and broadband services.  Through its MSS
segment, Stratos provides remote mobile voice and data services to
a broad group of customers, primarily through the distribution of
Inmarsat satellite capacity.  Through its broadband segment,
Stratos provides fixed satellite services, primarily very small
aperture terminal services, and other microwave-based broadband
communications.  The company's primary customers comprise
governmental agencies and military forces, maritime organizations,
and oil and gas companies.  Stratos has historically grown through
a combination of acquisitions and organic growth and has been a
consolidator of Inmarsat distributors.

The positive outlook on Stratos reflects S&P's outlook on
Inmarsat.  The outlook on Inmarsat indicates that S&P could raise
the rating in the next 12 to 18 months.  Potential triggers for
this include completion of Inmarsat's purchase of Stratos as well
as stability and visibility of a new framework distribution
agreement, which S&P will believe should allow Inmarsat to
increase EBITDA and generate significant free cash flow as
investment levels from the I-4 generation of satellites taper off.
Other factors that could support a ratings upside include
maintenance of Inmarsat's current financial policy irrespective of
any potential capital markets activity for refinancing (given that
the senior notes are callable from 2008); good liquidity
management; and a balanced approach to shareholder returns, which
to date has been covered by free operating cash flow generation;
and lease- and pension-adjusted leverage levels that do not exceed
3.5x debt to EBITDA.  Factors that could result in S&P's revising
the outlook to stable from positive include a weaker-than-expected
operating performance that puts pressure on margins and EBITDA
growth; failure of any of the group's satellites, which could
reduce capacity or geographic coverage; or a higher-than-expected
shareholder return of capital, particularly if it were partially
or wholly debt-financed.


SUN MICROSYSTEMS: Deal Won't Affect S&P's Ratings on Oracle
-----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Oracle
Corp. (A/Stable/A-1) are not affected by the company's recent
announcement that it has agreed to acquire Sun Microsystems Inc.
(BB+/Watch Pos/--) for $9.50 per share in cash, or approximately
$7.4 billion ($5.6 billion net of Sun's cash and debt).  The
transaction is expected to close this summer, subject to
regulatory approvals and Sun stockholder approval.  Oracle intends
to fund the acquisition with a mixture of cash and debt.

S&P's rating on Redwood Shores, California-based Oracle reflects
the company's very strong earnings and cash flow levels, and
established market position as one of the leading providers of
software applications and middleware.  Even though Sun's more
volatile, hardware-centric revenue base will have a modestly
negative impact on S&P's view of Oracle's business risk profile,
S&P expects the financial impact of the acquisition to be quickly
absorbed.  Oracle's total debt to EBITDA, which was about 1.1x as
of February 2009, is likely to modestly exceed 1.5x on an
annualized pro forma basis following the acquisition.  However,
the current rating and outlook incorporate S&P's expectation that
Oracle will moderate share repurchases and use a significant
portion of its approximately $6 billion of annual discretionary
cash flow (pro-forma for the recently instituted common stock
dividend) to reduce debt and restore some leverage headroom.
Liquidity remains very strong, with cash and investments of more
than $11 billion ($10 billion of which was held by foreign
subsidiaries as of February 2009), as well as $5 billion of
availability under its revolving credit facilities.


SUN MICROSYSTEMS: Oracle to Buy Company Common Stock for $7.4BB
---------------------------------------------------------------
Sun Microsystems, Inc., and Oracle Corporation have entered into a
definitive agreement under which Oracle will acquire Sun common
stock for $9.50 per share in cash.  The transaction is valued at
approximately $7.4 billion, or $5.6 billion net of Sun's cash and
debt.

"We expect this acquisition to be accretive to Oracle's earnings
by at least 15 cents on a non-GAAP basis in the first full year
after closing.  We estimate that the acquired business will
contribute over $1.5 billion to Oracle's non-GAAP operating profit
in the first year, increasing to over $2 billion in the second
year.  This would make the Sun acquisition more profitable in per
share contribution in the first year than we had planned for the
acquisitions of BEA, PeopleSoft and Siebel combined," said Oracle
President Safra Catz.

"The acquisition of Sun transforms the IT industry, combining
best-in-class enterprise software and mission-critical computing
systems," said Oracle CEO Larry Ellison.  "Oracle will be the only
company that can engineer an integrated system -- applications to
disk -- where all the pieces fit and work together so customers do
not have to do it themselves.  Our customers benefit as their
systems integration costs go down while system performance,
reliability and security go up."

There are substantial long-term strategic customer advantages to
Oracle owning two key Sun software assets: Java and Solaris.  Java
is one of the computer industry's best-known brands and most
widely deployed technologies, and it is the most important
software Oracle has ever acquired.  Oracle Fusion Middleware,
Oracle's fastest growing business, is built on top of Sun's Java
language and software.  Oracle can now ensure continued innovation
and investment in Java technology for the benefit of customers and
the Java community.

The Sun Solaris operating system is the leading platform for the
Oracle database, Oracle's largest business, and has been for a
long time.  With the acquisition of Sun, Oracle can optimize the
Oracle database for some of the unique, high-end features of
Solaris.  Oracle is as committed as ever to Linux and other open
platforms and will continue to support and enhance our strong
industry partnerships.  "Oracle and Sun have been industry
pioneers and close partners for more than 20 years," said Sun
Chairman Scott McNealy.  "This combination is a natural evolution
of our relationship and will be an industry-defining event."

"This is a fantastic day for Sun's customers, developers, partners
and employees across the globe, joining forces with the global
leader in enterprise software to drive innovation and value across
every aspect of the technology marketplace," said Jonathan
Schwartz, Sun's CEO.  "From the Java platform touching nearly
every business system on earth, powering billions of consumers on
mobile handsets and consumer electronics, to the convergence of
storage, networking and computing driven by the Solaris operating
system and Sun's SPARC and x64 systems.  Together with Oracle,
we'll drive the innovation pipeline to create compelling value to
our customer base and the marketplace."

"Sun is a pioneer in enterprise computing, and this combination
recognizes the innovation and customer success the company has
achieved. Our largest customers have been asking us to step up to
a broader role to reduce complexity, risk and cost by delivering a
highly optimized stack based on standards," said Oracle President
Charles Phillips.  "This transaction will preserve and enhance
investments made by our customers, while we continue to work with
our partners to provide customers with choice."

The Board of Directors of Sun Microsystems has unanimously
approved the transaction.  It is anticipated to close this summer,
subject to Sun stockholder approval, certain regulatory approvals
and customary closing conditions.

                     About Sun Microsystems

Headquartered in Santa Clara, California, Sun Microsystems Inc.
(NASDAQ: JAVA) -- http://sun.com/-- provides network computing
infrastructure product and service solutions worldwide.  Sun
Microsystems conducts business in 100 countries around the
globe, including Brazil, Argentina, India, Hungary, United
Kingdom, among others.

                          *     *     *

As reported by the Troubled Company Reporter on April 8, 2009,
Standard & Poor's Ratings Services said that it placed its
ratings, including its 'BB+' corporate credit rating, on Santa
Clara, California-based Sun Microsystems Inc. on CreditWatch with
developing implications indicating the possibility of an upward or
downward rating movement.

As reported in the Troubled Company Reporter on Aug. 13, 2008,
Moody's Investors Service affirmed its Ba1 corporate family rating
as well as the Ba1 rating on Sun Microsystems Inc.'s $550 million
senior unsecured notes due 2009, and revised the outlook to
negative from stable.


SUN MICROSYSTEMS: Moody's Reviews 'Ba1' Corporate Family Rating
---------------------------------------------------------------
Moody's has placed the Ba1 corporate family and probability of
default ratings of Sun Microsystems, Inc. on review for possible
upgrade following the company's announcement that it has entered
into a definitive agreement to be purchased by Oracle for $9.50
per share or approximately $7.4 billion in cash ($5.6 billion net
of the company's cash and debt).  The transaction, which has been
approved by Sun's board of directors, is expected to close this
summer, subject to shareholder and regulatory approval as well as
standard closing conditions.

The review for possible upgrade reflects the potential for
improvement in Sun's credit profile following its acquisition by
Oracle, which is rated A2/Stable.  To the extent the transaction
does not close, Moody's could revert the outlook to negative.
Moody's changed the outlook to negative in August 2008 to reflect
Moody's expectations of continued deterioration in Sun's operating
profile and credit metrics in view of erosion in product sales,
reduced profitability and market share contraction amid the
softening global macro-economic environment.

The Ba1 corporate family rating continues to recognize the
company's solid global market position, technological leadership
achieved through in-house R&D investments and recent acquisitions,
good customer uptake for new product platforms, stable recurring
revenue stream in the form of long-term support service contracts
and management's track record of maintaining relatively good
financial flexibility.

Sun's financial position remains solid.  Cash and short-term
investments currently approximate $2.6 billion compared to $1.3
billion of senior unsecured debt, of which $550 million senior
notes mature in August 2009.  The remaining $700 million of
convertible debt (maturing 2012 and 2014) is subject to a change
of control provision that may require Sun to repurchase all or a
portion of the debt for cash if noteholders exercised their option
to put the convertible notes to the company at par.

These ratings were placed under review for upgrade and assessments
revised:

* Corporate Family Rating -- Ba1

* Probability of Default Rating -- Ba1

* $550 Million Senior Unsecured Notes due 2009, currently Ba1, LGD
  assessment revised to (LGD-5, 74%) from (LGD-5, 76%)

* Shelf Registration for Senior Unsecured Securities, currently
  (P)Ba1, LGD assessment revised to (LGD-5, 74%) from (LGD-5, 76%)

* Shelf Registration for Subordinated Debt and Preferred
  Securities - (P)Ba2 (LGD-6, 99%) and (P)Ba2 (LGD-6, 99%)

The last rating action for Sun was on August 11, 2008 when Moody's
affirmed the CFR and revised the outlook to negative.

Sun Microsystems, Inc., based in Santa Clara, California, is a
leading worldwide provider of network computing systems and
service solutions for enterprise customers.  Net revenues for the
twelve months ended December 31, 2008 were $13.3 billion.


SUN MICROSYSTEMS: S&P Puts 'BB+' Ratings on Positive CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
CreditWatch listing, including that for its  'BB+' corporate
credit rating, on Santa Clara, California-based Sun Microsystems
Inc. to CreditWatch with positive implications from CreditWatch
with developing implications.

"The CreditWatch revision follows the announced $7.4 billion
acquisition of Sun by Redwood Shores, California-based Oracle
Corp. (A/Stable/A-1)," said Standard & Poor's credit analyst
Philip Schrank.  Net of Sun's cash and debt, the transaction is
valued at $5.6 billion.

The transaction is expected to close this summer, pending
regulatory approval.  If Sun's rated debt remains outstanding, S&P
will likely equalize the ratings with those for Oracle.


SWORD BELIEVERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Sword Believers, LLC, Debtor
        689 Jonesboro Rd.
        McDonough, GA 30253

Bankruptcy Case No.: 09-69049

Chapter 11 Petition Date: April 6, 2009

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

Debtor's Counsel: Edward F. Danowitz, Jr., Esq.
                  Danowitz & Associates, P.C.
                  300 Galleria Parkway, NW, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 933-0960
                  Email: edanowitz@danowitzlegal.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 Gail White, manager.


SYNIVERSE TECHNOLOGIES: S&P Corrects Ratings on System Error
------------------------------------------------------------
Due to an administrative error, Standard & Poor's Ratings
Services' database has been incorrectly displaying the ratings on
Syniverse Technologies Inc.'s secured debt.  On March 19, 2008,
S&P revised its recovery rating on the company's secured debt to
'1', indicating S&P's expectation of very high (90% to 100%)
recovery for lenders in the event of a payment default, from '2'.
At the same time, S&P raised its issue-level rating on this debt
to 'BB+' (two notches higher than the 'BB-' corporate credit
rating on the company) from 'BB', in accordance with S&P's
notching criteria for a recovery rating of '1'.  S&P has corrected
the error, and the ratings are now displaying properly on Standard
& Poor's products.


SYNTAX-BRILLIAN: Awaits Court Approval for Reorganization Plan
--------------------------------------------------------------
Andrew Johnson at The Arizona Republic report that Syntax-Brillian
Corp. is expecting the U.S. Bankruptcy Court for the District of
Delaware to approve its reorganization plan.

The Arizona Republic relates that under the Plan, Syntax-Brillian
will liquidate its assets via two trusts to pay back certain
claims.  The report says that the Plan got some creditors'
approval but is being opposed by shareholders, who stand little
chance of recovering any money they invested in the Company.  The
Plan should be delayed until federal investigators review Syntax-
Brillian's records, the report states, citing the shareholders.

According to The Arizona Republic, Syntax-Brillian is under
investigation for fraud.  Bloomberg News relates that the Justice
Department, Internal Revenue Service, and Postal Inspection
Service were looking into dealings between former Syntax-Brillian
executives and directors and an Asian supplier called Taiwan Kolin
Co. Ltd.  James Feltman -- an independent financial examiner
appointed by the bankruptcy court to review Syntax-Brillian's
records -- said that the Company reportedly booked false sales
with Taiwan Kolin to pump up its revenue, The Arizona Republic
states.

The Arizona Republic reports that lenders and shareholders have
also sued Syntax-Brillian for allegedly making false statements
about its financial performance.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief July 8,
2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A. Mitchell,
Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at Greenberg
Traurig LLP in New York, represent the Debtors as counsel.
Victoria Counihan, Esq., at Greenburg Traurig LLP in Wilmington,
Delaware, represents the Debtors as Delaware counsel. Five members
compose the Official Committee of Unsecured Creditors.  Pepper
Hamilton, LLP, represents the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' balloting, notice, and
claims agent.

Syntax-Brillian cut a deal to sell its business assets to Olevia
International Group LLC.  On September 10, 2008, OIG told the
Bankruptcy Court that it won't pursue the deal, contending that
the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia to complete the purchase.  On October 10, the
Bankruptcy Court denied OIG's emergency request to excuse it from
its obligations.  OIG took an appeal of that order.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TALLYGENICOM LP: German Liquidator Held in Contempt
---------------------------------------------------
The German liquidator for TallyGenicom AG, a subsidiary of
TallyGenicom LP, was held in contempt by the U.S. Bankruptcy Court
for the District of Delaware for interfering with the sale of the
U.S. company's assets.

According to Bill Rochelle at Bloomberg, in an order signed March
27, the bankruptcy judge ruled that the German liquidator was in
contempt of court for interfering with the sale.  The judge said
there will be another hearing to decide how much to assess in
damages for contempt.  The bankruptcy judge transferred the
Chapter 15 case for the German company from Boston to his court in
Delaware.

As reported by the TCR on March 25, 2009, the German liquidator
for TallyGenicom AG filed a Chapter 15 petition, in Boston,
Massachusetts, aiming to stop the sale of assets of its Germany-
based company's parent, which has filed for Chapter 11 in
Delaware.

The Delaware Court has approved the sale of U.S. based
TallyGenicom LP's business to Printronix Inc. for $36.6 million,
including the assumption of $23 million in secured debt, $6.75
million in warranty claims and $4 million in accounts payable.
Michale Pluta, the preliminary insolvency administrator of
TallyGenicom A.G. sought a stay of the sale pending its appeal,
citing that it has rights to some of the property.  The Delaware
Court, however, refused to issue a stay order.

According to Bloomberg's Bill Rochelle, the German liquidator
filed the Chapter 15 petition for TallyGenicom A.G., the
subsidiary, in Boston on March 19.  Late in the day on March 19,
the parent's lawyers went to the bankruptcy judge in Delaware who
the same day signed an order stopping proceedings in Boston on the
Chapter 15 petition by the subsidiary.  The parent based its
action on a provision in bankruptcy law giving the judge in the
first-filed case the ability to decide where any affiliate's
later-commenced bankruptcy proceeding should take place.
The bankruptcy judge in Boston, being informed of the action by
the Delaware judge, immediately canceled a hearing that had been
scheduled for March 20 in Boston.

TallyGenicom L.P.'s lender required a quick sale of the
business.

                    About TallyGenicom L.P.

Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka
Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide
an array of business and industrial imaging devices and printer
parts.

TallyGenicom L.P. and two of its affiliates filed for Chapter 11
protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09-
10266).  Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at
Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their
restructuring efforts.  The Debtors propose Proskauer Rose LLP as
their special corporate counsel; CRG Partners Group LLC as
financial advisor; and Donlin Recano & Company Inc. as their
claims agent.  Suzzanne Uhland, Esq., at O'Melveny & Myers LLP,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent Printronix Inc., the stalking horse bidder.  Randall L.
Klein, Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz,
Ltd., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge &
Rice, PLLC, represent Dymas Funding Company LLC, agent to
Printronix' lenders.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $10 million
to $50 million each.

Tallygenicom AG is a Germany based subsidiary of TallyGenicom L.P.
Its German liquidator filed a Chapter 15 petition for the comapny
on March 19, 2009 (Banrk. D. Mass., Case No. 09-12253).  The
petitioner, Michale Pluta is the Preliminary Insolvency
Administrator and putative foreign representative of TallyGenicom
AG under Germany's Insolvenzordnung Insolvency Act pending before
the Amtsgericht, the Local Court of Ulm.  The petitioner's
counsel, is Steven T. Hoort, Esq., at Ropes & Gray, in Boston,
Massachusetts.  The company estimated assets and debts of $10
million to $50 million.


ULTRA STORES: Creditors Have Until May 20 to File Proofs of Claim
-----------------------------------------------------------------
Ultra Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to:

   -- set May 20, 2009, at 5:00 p.m. (Eastern Standard Time) as
      bar date for filing certain proofs of claim and 180 days
      from the petition date for governmental units;

   -- approve procedures for filing proofs of claim; and

   -- approve the form, manner and sufficiency of the notice.

For more information on the filing of proofs of claim, contact:

     Kurtzman Carson Consultants, LLC
     1230 Avenue of the Americas, 7th Floor
     New York, NY 10020
     Tel: (866) 381-9100

                     About Ultra Stores, Inc.

Ultra Stores, Inc. -- http://www.ultradiamonds.com/-- doing
business as Ultra Diamond And Gold, operates as a specialty
retailer of fine jewelry in the United States.  It manufactures
and imports diamonds, gemstones, and gold jewelry.  The Company
also offers platinum, silver, titanium, tungsten, cubic zirconia,
moissanite, and pearls.  The Company was formerly known as Ultra
of Illinois, Inc., and changed its name to Ultra Stores, Inc., in
November 1997.  Ultra Stores, Inc., was founded in 1991 and is
based in Chicago, Illinois.

Ultra Stores and its affiliates filed for Chapter 11 bankruptcy
protection on April 9, 2009 (Bankr. S.D. N.Y. Case No. 09-11854).
Andrew C. Gold, Esq., and Frederick E. Schmidt, Esq., at Herrick,
Feinstein LLP assists the Debtors in their restructuring efforts.
The Debtors listed $10 million to $50 million in assets and
$10 million to $50 million in debts.


ULTRA STORES: Proposes to Hire Bieri & Ames as Legal Counsel
------------------------------------------------------------
Ultra Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to employ
Bieri & Ames as legal counsel.

Bieri will assist the Debtors in negotiating leases, lease
amendments, lease estoppels, subordination agreements and other
related documents.

The Debtors relates that during the term of engagement, Bieri,
subject to court approval, will be compensated on a fixed fee
structure for services provided in connection with lease
negotiations.  The fixed fees for leases will be based on a three-
level fee structure.  If the lease is for space in a traditional
enclosed regional mall, Bieri will be compensated at the rate of
(i) $3,250 per negotiated lease for new lease forms between the
landlord and the Debtors, (ii) $2,750 for new leases which can be
conformed to existing lease deals, and (iii) Bieri's normal hourly
rates, up to a total of $5,000, for any other types of leases.
Other tasks that are not related to the lease negotiations noted
herein will be billed at Bieri's hourly rate, which is
$250 to $325 per hour for attorneys and $115 per hour for
paralegals.

In connection with the special tasks, anything estimated to cost
in excess of $750 will only be performed with prior approval.  The
hourly rates are:

     James C. Bieri                       $325
     Stanley L. Ames                      $250
     Paralegal                            $115

Mr. Ames, a general counsel of Bieri, assures the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the bankruptcy Code.

Mr. Ames can be reached at:

     Bieri & Ames
     660 Woodward Avenue, Suite 1500
     Detroit, MI 48226
     Tel: (313) 962-2800
     Fax: (313) 962-5070

                     About Ultra Stores, Inc.

Ultra Stores, Inc. -- http://www.ultradiamonds.com/-- doing
business as Ultra Diamond And Gold, operates as a specialty
retailer of fine jewelry in the United States.  It manufactures
and imports diamonds, gemstones, and gold jewelry.  The Company
also offers platinum, silver, titanium, tungsten, cubic zirconia,
moissanite, and pearls.  The Company was formerly known as Ultra
of Illinois, Inc., and changed its name to Ultra Stores, Inc., in
November 1997.  Ultra Stores, Inc., was founded in 1991 and is
based in Chicago, Illinois.

Ultra Stores and its affiliates filed for Chapter 11 bankruptcy
protection on April 9, 2009 (Bankr. S.D. N.Y. Case No. 09-11854).
Andrew C. Gold, Esq., and Frederick E. Schmidt, Esq., at Herrick,
Feinstein LLP assists the Debtors in their restructuring efforts.
The Debtors listed $10 million to $50 million in assets and
$10 million to $50 million in debts.


UNI-MARTS LLC: Settles With Defaulting Buyer Atlantis Petroleum
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on April 15
approved a settlement reached by Uni-Marts LL with Atlantis
Petroleum LLC, the buyer that couldn't complete a court-approved
purchase of the assets.

Bloomberg's Bill Rochelle said the bankruptcy judge in September
approved the sale to Atlantis for $17.7 million.  After first
extending the closing date, Uni-Marts terminated the contract in
December when Atlantis couldn't nail down necessary financing.

According to the report, to settle disputes over breach of
contract, Uni-Marts agreed to take the $500,000 deposit posted by
Atlantis and otherwise give up any other claims against the
erstwhile buyer.

Headquartered in State College, Pennsylvania, Uni-Marts LLC owns
or operates 283 convenience stores and gasoline stations in
Pennsylvania, New York and Ohio.  The State College, Pennsylvania-
based company at one time had 485 stores in five states. It was
taken private in 2004 by the Sahakian family and private-equity
investors.

The Company and six of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. D. Del. Lead Case No.08-11037).
Michael Gregory Wilson, Esq., at Hunton & Williams LLP represents
the Debtors in their restructuring efforts.  The Debtor selected
Epiq Bankruptcy Solutions LLC as its claims, notice and balloting
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  The
Committee selected Blank Rome LLP as its counsel.


UNISYS CORP: Reviews Debt Options as Credit Line Set to Expire
--------------------------------------------------------------
According to Carla Main at Bloomberg, Unisys Corp. may lose its
line of credit next month, making it harder and more costly to pay
off its 2010 notes as sales dwindle in the recession.

According to Bloomberg's Carla Main, citing a regulatory filing by
the Company, Unisys probably won't be able to renew a $275 million
credit line that expires May 31, citing a reaccording to a filing
last month.

According to its annual report to shareholders, the Company
reported a net loss of $130.1 million for the year 2008. Revenue
for 2008 was $5.23 billion, down 7% from 2007 revenue of $5.65
billion. The results include pretax charges of $103.1 million
related primarily to cost reduction actions announced in the
fourth quarter of 2008.  The Company's 2008 financial results also
reflect the global economic slowdown in the second half of the
year. The Company saw this slowdown particularly in its financial
services business, but also in other key commercial industries, as
clients reacted to economic uncertainties by reducing information
technology (IT) spending.  Reduced demand for the company's
services and products impacted the company's revenue and profit
margins for the year.

Cash and cash equivalents at December 31, 2008 were $544.0 million
compared with $830.2 million at December 31, 2007

At December 31, 2008, total debt was $1.1 billion, a decrease of
$202.1 million from December 31, 2007, due to debt refinancing.

The Company also stated in its annual report that it revolving
credit facility, which provides for loans and letters of credit up
to an aggregate of $275 million, expires in May 2009.  As of
December 31, 2008, there were letters of credit of $62.1 million
issued under the facility and there were no cash borrowings.  The
credit facility is secured by the company's assets, except that
the collateral does not include accounts receivable that are
subject to the receivables facility, U.S. real estate or the stock
or indebtedness of the company's U.S. operating subsidiaries.
Under the terms of the maturing facility, the company expects to
be required to cash collateralize the letters of credit
outstanding under the facility as at March 2, 2009.  Borrowings
under the facility bear interest based on short-term rates and the
company's credit rating.

The credit agreement contains customary representations and
warranties, including no material adverse change in the company's
business, results of operations or financial condition.  It also
contains financial covenants requiring the company to maintain
certain interest coverage, leverage and asset coverage ratios and
a minimum amount of liquidity, which could reduce the amount the
company is able to borrow.

The credit facility also includes covenants limiting liens,
mergers, asset sales, dividends and the incurrence of debt. Events
of default include nonpayment, failure to perform covenants,
materially incorrect representations and warranties, change of
control and default under other debt aggregating at least $25
million. If an event of default were to occur under the credit
agreement, the lenders would be entitled to declare all amounts
borrowed under it immediately due and payable. The occurrence of
an event of default under the credit agreement could also cause
the acceleration of obligations under certain other agreements and
the termination of the company's U.S. trade accounts receivable
facility.

A copy of the annual report shared to stockholders is available
for free at http://researcharchives.com/t/s?3ba7

According to Bloomberg, sales at Unisys have fallen as customers
switch to servers from the mainframe computers that once were its
main business. The Company now relies on services such as managing
clients' computer networks for more than 80% of sales.

Bloomberg notes that Unisys debt is rated junk, or below
investment grade, and has a negative outlook from Fitch, Moody's
Corp. and Standard & Poor's. As of April 16, its borrowing costs
were about 12 times higher than those of Affiliated Computer and
48 times industry leader IBM, based on debt yields.

                         About Unisys Corp

Unisys Corporation (Unisys) is a worldwide information technology
(IT) company. The Company provides a portfolio of IT services,
software, and technology that solves critical problems for
clients. The Company specializes in helping clients secure their
operations and utilization of their data centers, enhance support
to their end users and constituents, and modernize their
enterprise applications. To provide these services and solutions,
it brings together offerings and capabilities in outsourcing
services, systems integration and consulting services,
infrastructure services, maintenance services, and high-end server
technology. Unisys serves commercial organizations and government
agencies throughout the world. Unisys operates in two business
segments: Services and Technology. In the Services segment, Unisys
designs builds and manages IT systems and provides services that
help its clients. In the Technology segment, the Company designs
and develops servers and related services.

                           *     *     *

As reported by the TCR on Feb. 12, 2009, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on
Unisys Corp. to 'B' from 'B+'.  The outlook is negative.  S&P
said, "The action reflects continued declines in both services and
technology revenues, leading to weaker operating profitability,
driven by ongoing global economic weakness.  In addition, the
continuation of currently constrained credit market conditions
could impede Unisys' ability to revise and/or extend credit
facilities, leading to reduced liquidity over the near to
intermediate term."

The TCR also reported Feb. 2 that Fitch Ratings has downgraded the
Issuer Default Rating to 'CCC' from 'BB-'.

The TCR reported Jan. 28 that Moody's Investors Service downgraded
Unisys Corporation's corporate family and probability of default
ratings each to B3 from B2, and the company's senior unsecured
notes to Caa1 from B2. The rating outlook is negative.


UNITED ROBOTICS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: United Robotics, Inc.
        51821 Industrial Drive
        Macomb, MI 48042-4027

Bankruptcy Case No.: 09-50376

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Eastern District of Michigan

Judge: Marci B. McIvor

Debtor's Counsel: Howard M. Borin, Esq.
                  Schafer and Weiner, PLLC
                  40950 Woodward Ave., Ste. 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Fax: (248) 642-2127
                  Email: hborin@schaferandweiner.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Mark E. Metcalf, the company's
president and sole director.


VAIL GROUP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Vail Group, LLC
        798 Rays Road, Suite 102
        Stone Mountain, GA 30083

Bankruptcy Case No.: 09-69036

Chapter 11 Petition Date: April 6, 2009

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

Debtor's Counsel: Evan M. Altman, Esq.
                  Bldg. 2 - Northridge 400
                  8325 Dunwoody Place
                  Atlanta, GA 30350
                  Tel: 770-394-6466
                  Email: evan.altman@laslawgroup.com

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

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

The Debtor does not have creditors who are not insiders.

The petition was signed by Gail White, manager.


VALLEY SQUARE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Valley Square Plastic Surgery LP
        1127 Main Street
        Warrington, PA 18976

Bankruptcy Case No.: 09-12715

Chapter 11 Petition Date: April 14, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania

Debtor's Counsel: Michael H. Kaliner, Esq.
                  Jackson Cook Caracappa & Bloom
                  312 Oxford Valley Road
                  Fairless Hills, PA 19030
                  Tel: (417) 889-8820
                  Fax: (417) 889-3493

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

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 Fred Rappaport, a member of the
Company.


VALUE CITY: Bankruptcy May Hurt Retail Ventures' Operations
-----------------------------------------------------------
Retail Ventures, Inc., has disposed of its Filene's Basement
subsidiary to FB II Acquisition Corp., a newly formed entity owned
by the Buxbaum Group.  RVI will not realize any proceeds from this
transaction.  Retail Ventures said Filene's Basement has recently
experienced significant liquidity problems.  Future plans for the
operation of the Filene's Basement business are uncertain and will
be controlled by Filene's Basement and its new owner, Retail
Ventures said.

Filene's Basement has retained Pachulski, Stang, Ziehl & Jones LLP
as counsel and Mr. Alan Cohen as Chief Restructuring Officer.

RVI's guarantee of all of Filene's Basement's obligations under
its secured credit agreement, which currently has a balance of
$14.2 million, will continue notwithstanding the disposition of
Filene's Basement by RVI.

RVI has an arrangement with the lenders under the secured credit
agreement pursuant to which RVI has agreed to acquire a $7.5
million Last Out Participation in that secured credit agreement,
which is included in the current loan balance amount.  In
connection with the disposition of the stock of Filene's Basement,
RVI and the lenders under Filene's Basement's secured credit
facility have entered into an agreement pursuant to which the
lenders will, subject to certain terms and conditions, forbear
from making demand on the RVI guarantee until the lenders, to the
extent reasonably possible, have been able to be repaid by
Filene's Basement.  There can be no assurance that all of the
terms and conditions to the forbearance agreement, some of which
are not within the control of RVI, will be satisfied and, in
addition, RVI does not currently have forbearance agreements with
respect to certain other obligations of Filene's Basement which
RVI has guaranteed.

Retail Ventures has begun reviewing its available options to the
extent it may become necessary to manage and enhance its liquidity
position.  Although RVI's plan to enhance liquidity could include,
among other things, the sale or collateralization of shares of
common stock of DSW Inc. or a sale of equity by RVI, no assurance
can be given that any such transaction can be completed on
favorable terms or that such a transaction would satisfy all of
RVI's liquidity requirements.

DSW is not a party to any guarantees on behalf of Filene's
Basement's contractual obligations, and DSW operates under a
separate secured credit agreement to which neither RVI nor
Filene's Basement is a party.  RVI is not aware of any liquidity
difficulties at DSW.

RVI cautioned that its future financial performance in fiscal 2009
and beyond may be affected by any bankruptcy filing by Filene's
Basement; any failure by RVI to satisfy its guarantees under the
Filene's Basement credit agreement or for other obligations of
Filene's Basement; the effect of Filene's Basement or RVI not
paying certain obligations; the reputational and operational
impact on DSW of a Filene's Basement bankruptcy proceeding and
liquidity issues of RVI; the effect of possible litigation with
creditors of Filene's Basement or RVI.

Moreover, RVI said its financial performance may be affected by
the bankruptcy filing made by Value City; the impact of the
disposition of Filene's Basement and of a majority interest in
Value City and the reliance on remaining subsidiaries to pay
indebtedness and intercompany service obligations; the risk of
Value City and Filene's Basement not paying RVI or its other
creditors, for which Retail Ventures may have some liability.

RVI has not been able to file its Annual Report on Form 10-K.  RVI
believes that additional time for preparation of its Form 10-K is
necessary to enable the completion of the financial and other
disclosures regarding continuing developments related to Filene's
Basement, RVI's pursuit of its alternatives and the present and
potential future impact of these events on RVI's business,
financial condition and results of operations.  RVI anticipates
that it will be able to file its completed Form 10-K not later
than May 1, 2009.

                          About Value City

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D.N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represents the
Debtors' in their restructuring efforts.  The company selected
Epiq Bankruptcy Solutions LLC as its claims, noticing and
balloting agent.  The United States Trustee for Region 2 has named
a nine-member official committee of unsecured creditors.  When the
Debtors filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million each.

In November 2008, Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York granted Value City Holdings
permission to conduct going-out-of-business sales to be managed by
liquidator and financial consultant Tiger Capital Group LLC.

                       About Retail Ventures

Columbus, Ohio-based Retail Ventures, Inc. --
http://www.retailventuresinc.com/-- is a holding company whose
subsidiary, DSW, Inc. -- http://www.dsw.com/-- is a multi-channel
footwear specialty retailer operating 300 stores in 37 states as
of March 26, 2009.  DSW also supplies footwear to 367 leased
locations in other retailers nationwide (including 25 Filene's
Basement locations) and serves customers through its e-commerce
site.


VAQUERO DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Vaquero Development Company, Ltd.
        5103 Sirretta Drive
        San Antonio, TX 78233

Bankruptcy Case No.: 09-51269

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Western District of Texas

Judge: Leif M. Clark

Debtor's Counsel: R. Glen Ayers, Jr., Esq.
                  Langley and Banack, Inc.
                  745 E. Mulberry, 9th Floor
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  Email: gayers@langleybanack.com

Total Assets: $2,002,000

Total Debts: $1,619,468

A list of the Debtor's 3 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb09-51269.pdf

The petition was signed by Vaquero Development Co. GP, LLC, the
company's general partner.


VERNICK FINANCE: Files Chapter 11 in Detroit
--------------------------------------------
Vernick Finance Co. sought bankruptcy protection from creditors
without giving a reason, Carla Main and Dawn McCarty at Bloomberg
said on April 15.

In its Chapter 11 petition submitted to the U.S. Bankruptcy Court
for the Eastern District of Michigan, Vernick listed assets of
less than $10 million and debt of $10.8 million.

The Taylor, Michigan-based Vernick Finance Co. is an independent
family-owned business specializing in the purchase of consumer
commercial paper and revolving charge accounts. The company was
founded in 1968 by Richard Vernick and his wife, Lois Vernick.
The Company filed for Chapter 11 in April 2009 (Bankr. E.D. Mich.
Case No. 09-51373).


VIKING INDUSTRIES: Case Summary & 20 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Viking Industries, LLC
        1832 Woods Road
        Atmore, AL 36502

Bankruptcy Case No.: 09-11778

Chapter 11 Petition Date: April 20, 2009

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: A. Richard Maples, Jr., Esq.
                  P. O. Box 1281
                  Mobile, AL 36633-1281
                 (251) 432-2629
                  Fax : 251-432-3629
                  Email: maplex@bellsouth.net

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/alsb09-11778.pdf

The petition was signed by Donald B. Ellestad, Jr., managing
member of the Company.


VLADIMIR GUREVICH: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Vladimir Gurevich
        Ludmila Gurevich
        22381 NE 101st Place
        Redmond, WA 98053

Bankruptcy Case No.: 09-13244

Chapter 11 Petition Date: April 5, 2009

Court: U.S. Bankruptcy Court Western District of Washington

Judge: Karen A. Overstreet

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

Total Assets: $1,383,461

Total Debts: $1,247,374

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb09-13244.pdf


W.R. GRACE: Claims Misconduct in Libby Trial; Execs Seek Acquittal
------------------------------------------------------------------
Bloomberg News' Amy Linn and Bob Van Voris report that W.R. Grace
& Co. lawyers told U.S. District Judge Donald Molloy in Missoula,
Montana, that prosecutors' misconduct has irreparably tainted a
criminal pollution trial against it and five former executives and
they will ask next week for the case to be dismissed.

According to the report, the lawyers said during an April 17
hearing without the jury present that they will ask Judge Molloy
to find the defendants not guilty of all charges related to
asbestos contamination in Libby, Montana.

Bloomberg noted that Grace claimed prosecutors failed to turn over
favorable evidence and argued that a key prosecution witness,
former Grace executive Robert Locke, lied on the witness stand and
had an improperly close working relationship with the prosecution
team.

Mr. Locke is a "backstabber, an extortionist, a liar, and a
perjurer," former senior vice president Robert Bettacchi's lawyer,
Thomas Frongillo, argued. "This man had a psychological obsession
with destroying Bob Bettacchi".

The report says that Grace lawyer David Bernick argued that Mr.
Locke was "seething with rage" against Grace and used his cache of
documents and knowledge of the company to get the upper hand in
his civil suit.

"There seems to be some serious, serious problems here in the way
evidence has been selectively produced, and the way witnesses have
been dealt with," Judge Molloy said in court.

Stephen Spivak, a lawyer for defendant Robert Walsh, a former
Grace senior vice president, called the case "a travesty" and said
he would ask Attorney General Eric Holder to investigate. "I think
the United States needs to understand what has gone on with this
case."

Bloomberg News relates that Mr. Holder, on April 1, moved to
dismiss the conviction of former U.S. Senator Ted Stevens, an
Alaska Republican, because federal prosecutors failed to turn over
evidence that could have helped the lawmaker defend himself
against corruption charges.

Grace's lawyers said the parallels between the Stevens case and
their own were "very disconcerting."

Assistant U.S. Attorney Timothy Cavan argued that the case doesn't
have fatal flaws.  The jury can decide whether Mr. Locke is a
credible witness, he told Judge Molloy.

"This guy is a liar," Judge Molloy said, according to Bloomberg.
The judge said he had seen such serious allegations of
prosecutorial misconduct only one other time in his career.  "I
have a great deal of fondness for our system of justice, but there
comes a point that somebody has to have the courage in the Justice
Department to do what's right," Bloomberg quoted Judge Molloy as
saying.

The Libby trial began in February.

                       About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.  Estimation of W.R. Grace's asbestos personal
injury liabilities commenced on Jan. 14, 2008.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News. The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


WASHINGTON GAMING: Wants Vancouver As Foreign Main Proceeding
-------------------------------------------------------------
Washington Gaming Inc., filed a Chapter 15 petition before the
U.S. Bankruptcy Court for the District of Washington in Seattle,
proposing the Supreme Court of British Columbia in Vancouver as
the site to the foreign main proceeding.

According to Bloomberg's Carla Main, the Company filed under
Chapter 15 of the bankruptcy code, which lets foreign companies
reorganize outside the U.S. while protecting them from U.S.
lawsuits and creditor claims.

In its bankruptcy petition, Washington Gaming listed assets of $1
million to $10 million and debts of $10 million to $50 million.

Washington Gaming's foreign representative is Deloitte & Touche
LLP.

Washington Gaming Inc. is a non-hotel gaming and recreation
company.  The Company filed for Chapter 15 on April 15, 2009
(Bankr. D. Wash. Case No. 09-13568).  The Company and an affiliate
Evergreen Gaming Corp. sought protection from creditors in the
Supreme Court of British Columbia, Vancouver Registry (Case No. S-
092767).


WCI COMMUNITIES: Court to Hear Plan Extension on April 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is
scheduled to hear on April 30 the request by WCI Communities Inc.
and its 126 debtor affiliates for a June 30 extension of their
exclusive periods to file a Chapter 11 plan.  WCI also wants its
deadline to solicit acceptances of its Chapter 11 plan extended
until August 31, 2009.

The Debtors' counsel, Jeffrey M. Schlerf, Esq., at Fox Rothschild,
in Wilmington, Delaware, said, "As this Court is well aware, these
chapter 11 cases were commenced a short eight months ago when the
simultaneous collapse of the financial and homebuilding markets
made it impossible for the Debtors to meet the demands of their
suddenly overlevered balance sheet.  After taking the necessary
steps to stabilize their business as much as possible in the
chapter 11 environment (and in response to ever-worsening economic
circumstances), the Debtors turned their primary attention to the
difficult tasks of developing a credible business plan and
attempting to establish a workable platform for the negotiation
and development of a plan of reorganization.  In connection
therewith, the Debtors developed and vetted with their key
stakeholder representatives a timeline for their exit from chapter
11, which contemplated that a plan would be confirmed in the third
quarter of 2009."

According to Mr. Schlerf, the Debtors believe that their journey
to emergence, though made more difficult by the deepening economic
slump, remains on course and on schedule. Since the Debtors
presented their business plan to the steering committee for their
prepetition senior secured lenders and the Official Committee of
Unsecured Creditors in late December, they have been engaged in an
evolving collaborative process directed to the formulation of a
chapter 11 plan. In connection therewith, the Debtors commenced
and have now largely completed a market-testing exercise that
largely confirmed expectations.  On a parallel track, the Debtors,
in consultation with the Steering Committee and the Creditors'
Committee, began outlining the contours of a stand-alone plan.

The critical issues have now been framed and are in the process of
being plumbed, Mr. Schlerf relates.  He adds that this process is
ongoing and in the Debtors' view, if permitted to continue with a
modest extension of exclusivity, will maximize the likelihood of a
largely consensual plan.

                      About WCI Communities

Headquartered in Bonita Springs, Florida, WCI Communities, Inc.
(Pink Sheets:WCIMQ) -- http://www.wcicommunities.com/-- is a
fully integrated homebuilding and real estate services company.
It has operations in Florida, New York, New Jersey, Connecticut,
Massachusetts, Virginia and Maryland.  The company directly
employs roughly 1,800 people, as well as roughly 1,800 sales
representatives as independent contract employees.

The company and 126 of its affiliates filed for Chapter 11
protection on Aug. 4, 2008 (Bankr. D. Del. Lead Case No. 08-11643
through 08-11770).  Thomas E. Lauria, Esq., Frank L. Eaton, Esq.,
Linda M. Leali, Esq., at White & Case LLP, in Miami, Florida.
Eric Michael Sutty, Esq., and Jeffrey M. Schlerf, Esq., at Bayard,
P.A, are the Debtors' local bankruptcy counsel.  Lazard Freres &
Co. represents the Debtors as financial advisors.  The Debtors
selected Epiq Bankruptcy Solutions LLC as their claims & notice
agent.  The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Daniel H.
Golden, Esq., Lisa Beckerman, Esq., and Philip C. Dublin, Esq., at
Akin Gump Strauss Hauer & Feld LLP, and Laura Davis Jones, Esq.,
Michael R. Seidl, Esq., and Timothy P. Cairns, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Committee in these cases.
When the Debtors filed for protection from their creditors, they
listed total assets of $2,178,179,000 and total debts of
$1,915,034,000.


WEEMS RESORTS: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Weems Resorts, LLC
           dba Chattanooga South KOA Campgrounds
        P. O. Box 1156
        Ringgold, GA 30736

Bankruptcy Case No.: 09-12115

Chapter 11 Petition Date: April 6, 2009

Court: U. S. Bankruptcy Court Eastern District of Tennessee

Judge: R. Thomas Stinnett

Debtor's Counsel: Brent James, Esq.
                  Harriss Hartmann Law Firm PC
                  P. O. Drawer 220
                  Rossville, GA 30741
                  Tel: (706) 861-0203
                  Fax: (706) 861-6838
                  Email: bkcourts@harrisshartman.com

Total Assets: $9,201,801

Total Debts: $1,495,254

The Debtor identified 5 creditors holding unsecured non-priority
claims in their Schedule F, a copy of which is available for free
at http://bankrupt.com/misc/tneb09-12115.pdf

The petition was signed by Danny O. Weems, owner.


WHE HOLDINGS: Wants to Hire Brownstein Hyatt as Bankruptcy Counsel
------------------------------------------------------------------
WHE Holdings, LLC, asks the U.S. Bankruptcy Court for the District
of Colorado for authority to employ Brownstein Hyatt Farber
Schreck, LLP, as counsel.

BHFS will:

   a. assist in the preparation of the Debtor's schedules and
      statement of financial affairs and other pleadings necessary
      to file the Chapter 11 case;

   b. assist in the preparation of motions and documents related
      to the sale of assets, if necessary;

   c. assist in the preparation of the Debtor's reorganization
      Plan and the disclosure statement;

   d. prepare on behalf of the Debtor all necessary applications,
      complaints, answers, motions, orders, reports, and other
      legal papers;

   e. represent the Debtor in adversary proceedings and contested
      matters related to the Debtor's bankruptcy case;

   f. provide legal advice with respect to the Debtor's rights,
      powers, obligations and duties as Chapter 11 debtor in the
      continuing operation of the Debtor's business and the
      administration of the estate; and

   g. provide other legal services for the Debtor as necessary and
      appropriate for the administration of the Debtor's estate.

The hourly rates of the BHFS professionals working on this case
are:

     Michael J. Pankow, Esq.            $425
     Daniel J. Garfield, Esq.           $350
     Matthew D. Maxwell, Esq.           $200
     Catherine O'Keefe, paralegal       $145

Mr. Garfield, a shareholder in BHFS, tells the Court that BHFS is
also counsel to West Hawk Energy (USA), LLC, in which the Debtor
has a controlling interest.

BHFS is holding $59,990 as a retainer in connection with its
representation of West Hawk Energy, from the Debtor's parent
company, West Hawk Development Corp., a Canadian corporation, as
security for services rendered and expenses incurred.  The
retainer for West Hawk Energy will also act as the retainer for
the Debtor, subject to court approval.

Mr. Garfield assures the Court that BHFS is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Garfield can be reached at:

     Brownstein Hyatt Farber Schreck, LLP
     410 17th St., 22nd Fl.
     Denver, CO 80202
     Tel: (303) 223-1100
     Fax: (303) 223-1111

                      About WHE Holdings, LLC

Headquartered in Englewood, Colorado, WHE Holdings, LLC
-- http://www.westhawkdevelopment.com/-- aka West Hawk Energy
(USA) LLC provides oil well drilling services.  The Debtor filed
for Chapter 11 protection on April 7, 2009 (Bankr. D. Colo. Case
No. 09-16019).  Each of the Debtor's estimated assets and debts
range from $10 million to $50 million.


WHITEHEAD BROTHERS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Whitehead Brothers, Inc.
        P.O. Box 460
        Eufaula, AL 36072

Bankruptcy Case No.: 09-10650

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtor's Counsel: Cameron-RRL A. Metcalf, Esq.
                  Espy, Metcalf & Poston, PC
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  334-793-6288
                  Email: cam@emppc.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/almb09-10650.pdf

The petition was signed by James E. Whitehead, Jr., the Company's
vice-president.


WHITNEY HERITAGE III: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Whitney Heritage III, LLC
        17400 Dallas Parkway, Suite 100
        Dallas, TX 75287

Bankruptcy Case No.: 09-32078

Chapter 11 Petition Date: April 6, 2009

Court: U.S. Bankruptcy Court Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

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 its 20 largest unsecured
creditors when it filed its petition.

The petition was signed by Ronald F. LeGrand, managing member.


WIMPEE'S FLOOR CENTER: Case Summary & 14 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Wimpee's Floor Center, Inc.
        57 N. Florida St.
        Mobile, AL 36607

Bankruptcy Case No.: 09-11533

Chapter 11 Petition Date: April 2, 2009

Court: U.S. Bankruptcy Court Southern District of Alabama (Mobile)

Judge: William S. Shulman

Debtor's Counsel: Michael B. Smith, Esq.
                  PO Box 40127
                  Mobile, AL 36640
                  (251) 441-8077
                  Email: smi067@aol.com

Total Assets: $18,150

Total Debts: $125,416

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alsb09-11533.pdf

The petition was signed by Paul Wimpee, the Company's president.


WINE SPECIALIST: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Wine Specialist, Inc.
        2115 M Street, NW
        Washington, DC 20037

Bankruptcy Case No.: 09-00276

Chapter 11 Petition Date: April 3, 2009

Court: U.S. Bankruptcy Court for the District of Columbia

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Richard H. Gins, Esq.
                  3 Bethesda Metro Center, Ste 430
                  Bethesda, MD 20814
                  Tel: 301-718-1078
                  Fax: 301-718-8659
                  Email: Richard@ginslaw.com

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

Total Debts: $955,292

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/dcb09-00276.pdf

The petition was signed by Stephen R. Maisel, the Company's
president.


WMI: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------
Debtor: WMI
        53-462 Enterprise Way
        Coachella, CA 92236

Bankruptcy Case No.: 09-16530

Debtor-affiliates filing separate Chapter 11 petitions:

   Case No.   Affiliate
   --------   ---------
   09-16536   WMI I
   09-16543   WMIRE
   09-16550   Williams Mechanical, Inc.

Chapter 11 Petition Date: April 3, 2009

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

Judge: Thomas B. Donovan

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 Debtor's 5 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb09-16530.pdf

The petition was signed by David T. Gajdzik, the Company's
president.


WSS INVESTMENTS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: WSS Investments, LLC
        1315 West Flint Street
        Lake Elsinore, CA 92530

Bankruptcy Case No.: 09-16527

Chapter 11 Petition Date: April 3, 2009

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

Judge: Sheri Bluebond

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

The Debtor identified as its largest unsecured creditor:

   Bankruptcy Estate of Stull Industries
   c/o Wayne Johnson, Committee representative
   PO Box 1900
   Redland, CA 92373

The nature of the claim is a guaranty, it is contingent, and the
amount is unknown.

The petition was signed by William Stull, the Company's president.


Z GALLERIE: Court to Consider CNB Cash Collateral Access on May 19
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved, on an interim basis, a stipulation authorizing the
Z Gallerie to use cash securing repayment of loan from City
National Bank pending a final hearing.

A final hearing on the relief will be held on May 19, 2009, at
10:30 a.m. (Pacific time) in the courtroom of the Hon. Vincent P.
Zurzolo, U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, Edward R. Roybal Federal Bldg.,
255 East Temple Street, Courtroom 1368, Los Angeles, California.
Objections to the motion are due 4:00 p.m. (Pacific time) on
May 5, 2009.

The Debtor will use the cash collateral to satisfy its daily
obligations and carry on its business operations.

The Debtor's asset and debt structure showed that as of Dec. 31,
2008, the Debtor held inventory with an estimated valued of
$22.00 million, at cost, and $600,000 cash in transit.

In November 2008, the Debtor renewed its revolving secured
financing arrangement with CNB that provided the Debtor with a
line of credit and other accommodations for financing up to
$13.00 million until Jan. 31, 2009, and $10.00 million thereafter
until April 1, 2009, when the outstanding amount became due and
payable. The outstanding balance under the Revolving Credit
Facility as of the petition date was approximately $10.63 million.
The Debtor pledged substantially all of its assets to CNB as
security for the repayment and performance of the terms of the
Revolving Credit Facility.

The Revolving Credit Facility is also secured by real estate owned
by Zeiden Properties, LLC and personal guarantees from each of the
Zeidens.

As of the petition date, the Debtor has approximately $25 million
of priority and general unsecured obligations that are held by
approximately 134,000 creditors, including holders of gift cards
that the Debtor has no means to identify.

The Debtor has entered into a stipulation with CNB regarding the
Debtor's use of CNB's cash collateral during the first 13 weeks of
this case.  The Debtor believes that the cash collateral
stipulation provides sufficient liquidity to enable it to operate
its business in a manner as to avoid immediate and irreparable
harm.

                     Salient Terms of Cash Use

The Debtor will deposit at CNB, on a weekly basis, all
postpetition receipts and income obtained in connection with the
into a segregated debtor-in-possession collection account to be
established at CNB.

The Debtor will also establish a debtor-in-possession operating
account at CNB, which DIP Operating Account will be opened within
3 business days after the petition date.  Alternatively, the DIP
Operating Account may consist of Debtor's existing Concentration
Account at CNB.

To the extent sufficient funds exist above the funds specifically
reserved in the Budget or in the Stipulation, CNB will debit funds
from the DIP Collection Account and place the funds into the DIP
Operating Account in the amount set forth in the Budget on a bi-
weekly basis plus 10%.

As adequate protection, CNB will have replacement liens on any and
all assets and property of the Debtor of any kind or nature
whatsoever, now owned or hereafter acquired, and all proceeds,
rents, products, or profits thereof, and all proceeds of the
proceeds, rents, products, and profits; be senior and superior to
any and all other mortgages, liens, claims and security interests
existing on the petition date and all administrative expenses or
priority claims; and be secured by a second priority lien in all
postpetition collateral that is subject to valid, binding,
enforceable, unavoidable and perfected mortgages, liens and
security interests existing in the postpetition collateral at the
time of the petition date.

CNB will be entitled to a super-priority administrative claim,
higher in priority than any and all administrative claims to
Debtor's assets, to the fullest extent necessary to protect CNB
with regard to its cash collateral claim; subject to UST Fees,
senior pre-petition liens, and a professional fee carve-out.

The Debtor and any official Committee will have 90 days from the
date of appointment of the Committee to review the validity of
CNB's prepetition liens and CNB's status as a fully secured
creditor.

The agreement contained certain events of default.

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

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

                          Landlords Object

Landlords affiliated with General Properties, Simon Property
Group, the Taubman Company and FRIT San Jose Town & Country
Village submits to the Court their limited opposition to the
Debtor's motion to authorize use of cash collateral, grant
adequate protection for use of the prepetition collateral, and
grant related relief.

The Debtor's properties are located at multiple shopping center
properties throughout the U.S.

The landlords relate that the objection addresses certain issues
raised by the emergency financing motion that of critical
importance notably (i) the proposed imposition of a lien on the
Debtor's leasehold interests as part of the replacement liens to
secure the postpetition use of cash collateral, and the failure of
the Debtor's initial 13 week budget to adequately provide for
payment of April 2009 stub rent.

The landlords ask the Court to deny the Debtor's motion.

                         About Z Gallerie

Gardena, California-based, Z Gallerie -- http://www.zgallerie.com/
-- sells pillows, tables, mirrors and house accessories.  The
Debtor filed for Chapter 11 protection on April 10, 2009 (Bankr.
C.D. Calif. Case No. 09-18400).  Jeffrey W. Dulberg, Esq., Scotta
E. McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtor in its restructuring efforts.  Each of the
Debtor's assets and debts range from $10 million to $50 million.


Z GALLERIE: Has until May 11 to File Schedules and Statements
-------------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California extended until May 11, 2009,
Z Gallerie's time to file schedule of assets and liabilities and
statement of financial affairs.

The Debtor related that it will be unable to file its schedules
and statements by the April 25, 2009, deadline due to the demands
on the Debtor created by (i) filing this case; (ii) the need to
maintain continuity in the Debtor's business; (iii) the need to
prepare and file the first day motions; and (iv) the immediate
need to comply with the filing requirements.

The extension will enable the Debtor to file more accurate
schedules and will not prejudice creditors in this Chapter 11
case.

Headquartered in Gardena, California, Z Gallerie --
http://www.zgallerie.com/-- sells pillows, tables, mirrors and
house accessories.  The Debtor filed for Chapter 11 protection on
April 10, 2009 (Bankr. C.D. Calif. Case No. 09-18400).  Jeffrey W.
Dulberg, Esq., Scotta E. McFarland, Esq., at Pachulski Stang Ziehl
& Jones LLP represents the Debtor in its restructuring efforts.
each of the Debtor's assets and debts range from $10 million to
$50 million.


Z GALLERIE: Taps Pachulski Stang as General Bankruptcy Counsel
--------------------------------------------------------------
Z Gallerie asks the U.S. Bankruptcy Court for the Central District
of California for authority to employ Pachulski Stang Ziehl &
Jones LLP as general bankruptcy counsel.

Pachulski Stang will:

   a. advise the Debtor on the requirements of the Bankruptcy
      Code, the Federal Rules of Bankruptcy Procedure, the Local
      Bankruptcy Rules, and the requirements of the U.S. Trustee
      pertaining to the administration of the Debtor's estate;

   b. prepare motions, applications, answers, orders, memoranda,
      reports, and papers, etc., in connection with the
      administration of the Estate;

   c. protect and preserve the estate by prosecuting and defending
      actions commenced by or against the Debtor and analyzing,
      and preparing necessary objections to, proofs of claim filed
      against the Estate;

   d. investigate and prosecute preference, fraudulent transfer,
      and other actions arising under the Debtor's avoiding
      powers; and

   e. render other advice and services as the Debtor may require
      in connection with the case.

On January 26, 2009, the firm received $40,000 as a retainer
against future fees and expenses; on February 9, 2009, the firm
received $22,189 which was held in trust; on February 24, 2009,
the firm received $200,000 which was held in trust; on
February 25, 2009, the firm received $41,623 which was applied
against current fees and expenses; on February 25, 2009, the firm
received $254,000, which was held in trust; on March 23, 2009, the
firm received $100,954 against current fees and expenses; and on
April 9, 2009, the firm received $90,289 against current fees and
expenses.  Upon completion of its reconciliation of all
prepetition expenses, the firm will true-up its bill and add any
amount remaining after the true-up to the post-petition retainer.

The hourly rates of professionals working on this case are:

     Jeffrey W. Dulberg, Esq.            $525
     Scotta E. McFarland, Esq.           $525
     Teddy M. Kapur, Esq.                $395
     Beth Dassa, paralegal               $225
     Felice Harrison, paralegal          $225

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

Mr. Dulberg can be reached at:

     Pachulski Stang Ziehl & Jones LLP
     10100 Santa Monica Blvd Ste 1100
     Los Angeles, CA 90067
     Tel: (310) 277-6910
     Fax: (310) 210-0760

                         About Z Gallerie

Gardena, California-based, Z Gallerie -- http://www.zgallerie.com/
-- sells pillows, tables, mirrors and house accessories.  The
Debtor filed for Chapter 11 protection on April 10, 2009 (Bankr.
C.D. Calif. Case No. 09-18400).  Jeffrey W. Dulberg, Esq., Scotta
E. McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP
represents the Debtor in its restructuring efforts.  Each of the
Debtor's assets and debts range from $10 million to $50 million.


ZIONS BANCORPORATION: Moody's Cuts Bank Strength Rating to 'D-'
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Zions
Bancorporation (senior to B2) and its affiliates, including its
lead bank, Zions First National Bank (financial strength to D-
from C+, and long term deposits to Ba2 from A2).  Following the
rating action, the outlook is negative.  This rating action
concludes the review that began on March 12, 2009.

The magnitude of the downgrade and negative outlook reflects
Moody's view that Zions' capital position will come under
significant pressure in the short-term because of its large
commercial real estate lending concentration and CDO portfolio,
consisting primarily of bank trust preferreds.  Zions enters this
challenging period with relatively sound capital ratios, at March
31, 2009, Tier 1 risk-based was 9.33% and Moody's tangible common
equity ratio was 5.96%.  Nevertheless, Moody's expects that future
credit costs in Zions' residential construction book and CDO
portfolio cause a significant risk of the firm becoming
undercapitalized.

Zions' CRE portfolio represents more than four times TCE, with
approximately 60% comprised of construction and land.  These
categories typically have relatively high loss content.
Continuing deterioration in Zions' residential construction and
development portfolio in the Southwest, where residential land
values continue to decline, drove the firm's eighth straight
quarter of increased provisioning.  Although Moody's had
previously incorporated this concentration into its ratings, in
line with Moody's Structured Finance Rating Methodology dated
February 5, 2009, which states that commercial property values
declined sharply in 2008 and are expected to continue falling over
the next 12 to 24 months, Moody's has considerably increased
Moody's loss expectations for CRE.  The increase in expected loss
is especially sharp for both construction and land, which is a
large concentration risk for Zions.  Moody's expects further
deterioration in this portfolio as the credit cycle continues to
unfold.

Moody's notes that Zions' trust preferred CDO portfolio, which
accounts for approximately three-fourths of TCE, consists largely
of non investment grade securities.  Moody's notes the correlation
between CRE and bank trust preferred CDOs, and expects the further
deterioration in the residential construction sector will result
in continued writedowns of its CDO portfolio.  Moody's analysis of
the loss content of this portfolio also incorporates Moody's
recent downgrade of these securities.  On March 27, 2009, Moody's
Structured Finance Group concluded its review of all bank and
insurance trust preferred CDOs at which time most of the super
senior Aaa notes were downgraded to A/Baa and most of the junior
Aaa notes were downgraded to below investment grade.

The concern that 2009 credit costs will impact Zions' capital
ratios holds increased rating pertinence as Moody's is making some
recalibration to the weights and relative importance attached to
certain rating factors within its current rating methodologies.
Capital adequacy, in particular, is taking on increased importance
in determining financial strength ratings.  (Please see Moody's
Special Comment of February 2009 titled, "Calibrating Bank Ratings
in the Context of the Global Financial Crisis.")

Although, historically, Moody's has not ascribed any level of
systemic support to the bank in the event of financial distress,
Moody's now incorporate the view that the probability of systemic
support for U.S. banks has increased.  In Moody's judgment, given
Zions dominant share of deposits in its home state of Utah coupled
with its moderate shares in the ten Western and Southwestern
states where it operates, the bank would benefit from a low level
of systemic support in a period of financial distress, which
results in a one-notch lift to the bank's debt and deposit ratings
above that implied by the bank's standalone financial strength
rating.  Systemic support is less beneficial for holding company
creditors, in Moody's view, and therefore the holding company's
long-term ratings are now two notches lower than those of the bank
subsidiaries.

Moody's last rating action on Zions was on March 12, 2009, when
the ratings were placed on review for possible downgrade.

Downgrades:

Issuer: Amegy Bank National Association

  -- Bank Financial Strength Rating, Downgraded to D- from C+
  -- Issuer Rating, Downgraded to Ba3 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2

Issuer: Amegy Corporation

  -- Issuer Rating, Downgraded to B2 from A3

Issuer: California Bank & Trust

  -- Bank Financial Strength Rating, Downgraded to D- from C+
  -- Issuer Rating, Downgraded to Ba3 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2

Issuer: Nevada State Bank

  -- Bank Financial Strength Rating, Downgraded to D- from C+
  -- Issuer Rating, Downgraded to Ba3 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2

Issuer: Zions Bancorporation

  -- Multiple Seniority Shelf, Downgraded to a range of (P)B3 to
     (P)B2 from a range of (P)Baa1 to (P)A3

  -- Preferred Stock Preferred Stock, Downgraded to Caa3 from Baa2

  -- Subordinate Regular Bond/Debenture, Downgraded to B3 from
     Baa1

  -- Senior Unsecured Commercial Paper, Downgraded to NP from P-2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to a
     range of B2 to NP from a range of A3 to P-2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2
     from A3

Issuer: Zions Capital Trust B

  -- Preferred Stock Preferred Stock, Downgraded to Caa1 from Baa1

Issuer: Zions Capital Trust C

  -- Preferred Stock Shelf, Downgraded to (P)Caa1 from (P)Baa1

Issuer: Zions Capital Trust D

  -- Preferred Stock Shelf, Downgraded to (P)Caa1 from (P)Baa1

Issuer: Zions First National Bank

  -- Bank Financial Strength Rating, Downgraded to D- from C+
  -- Issuer Rating, Downgraded to Ba3 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2

Outlook Actions:

Issuer: Amegy Bank National Association

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Amegy Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: California Bank & Trust

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Nevada State Bank

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Zions Bancorporation

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Zions Capital Trust B

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Zions Capital Trust C

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Zions Capital Trust D

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Zions First National Bank

  -- Outlook, Changed To Negative From Rating Under Review


* Moody's SGL-Rated Issuer Defaults Jump to a Record in March
-------------------------------------------------------------
More companies with speculative-grade liquidity (SGL) ratings
defaulted on their debt in March than in any other month in the
six-and-a-half-year history of SGL ratings, says Moody's Investors
Service.

In all, a dozen SGL-rated companies defaulted last month, bringing
the total this year through March to 20-a fourfold increase over
the first quarter of 2008, says Moody's 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 default-rate forecasting model now predicts that the U.S.
speculative-grade default rate for all issuers of corporate debt
will climb from 7.4% at the end of March to a peak of 14.1% in
November 2009.  However, Moody's model-based default forecasts
have declined moderately in the past couple of months as high-
yield bond spreads have eased somewhat from their peaks in the
fourth quarter of 2008.

"Even so, issuers' intrinsic liquidity, measured by their SGL
ratings, continues to weaken, as indicated by the ongoing rise in
Moody's Liquidity-Stress Index, which hit a record high in March,"
says Puchalla.

Overall, the growing number of SGL-4 rated companies pushed up
Moody's Liquidity-Stress Index (MLS) to 20.9% in March -- up from
10% one year ago. The stress index shows the number of SGL-4-rated
companies -- issuers with the weakest liquidity -- as a percentage
of all SGL-rated companies.

Moody's assigns SGL ratings to 508 issuers covering about $1.14
trillion of rated debt at the end of March.  The majority of the
SGL ratings are for U.S.-based issuers, although there are a
handful of Canadian companies in the population.

The Moody's Speculative-Grade Liquidity Monthly Monitor titled "No
Signs of Letup," is available on www.moodys.com/sglmonitor.
Additional information on Moody's SGL ratings -- including a
current list of
SGL-rated issuers -- is available at www.moodys.com/sgl.


* Circuits Evenly Split on Student Loan Discharge Timing
--------------------------------------------------------
The Courts of Appeal are now evenly divided on the recurring
question of when an individual in Chapter 13 can receive a
discharge of student loans, Bloomberg's Bill Rochelle reported.

According to the report, the U.S. Court of Appeals for the Ninth
Circuit took sides with the Fourth Circuit in a March 25 opinion.
The two appeals courts have allowed a bankruptcy court to decide
whether student loans can be discharged soon after filing in
Chapter 13.

The report points out that the 5th and 8th Circuits, on the other
hand, don't allow making a decision on student loan discharge
until the bankrupt individual has completed making payments under
the Chapter 13 plan, which would be several years after filing.

The case is Educational Credit Management Corp. v. Coleman
(in re Coleman), 06-16477, 9th U.S. Circuit Court of Appeals.


* Claim Settlements Are Contested Claim Allowances, Court Rules
---------------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit ruled March 26
that starting the objection process initiated a contest,
Bloomberg's Bill Rochelle reported.

According to Bill Rochelle, the ruling answers the question -- "If
a bankrupt company objects to a claim, and the claim is settled
before the creditor files papers in opposition, then a claim was
allowed 'without a contest'?"

The report relates that the Circuit Court, reversing both the
bankruptcy judge and the district judge, held that a motion to
reconsider allowance of the claim had to be made within one year
under the bankruptcy rules of procedure.

The case is Pleasant v. TLC Liquidation Trust (In re Tender
Loving Care Health Services Inc.), 07-4641, 2nd U.S. Circuit
Court of Appeals.


* Credit Card Payoff Is Preferential Transfer
---------------------------------------------
When a consumer uses one credit card to pay off another, the bank
obtaining the payment received a transfer that can be recovered in
bankruptcy as a preference, the U.S. Court of Appeals for the
Sixth Circuit ruled March 27, according to Bloomberg's Bill
Rochelle.

The report relates that the Circuit Court said the "earmarking"
doctrine didn't apply.  The 6th Circuit opinion is in line with a
similar decision in January from the 10th Circuit and a 6th
Circuit Bankruptcy Appellate Panel decision from February 2008.
Previously also, the 5th U.S. Circuit Court of Appeals put limits
on using the so-called earmarking defense in a case not involving
credit card substitution.

The new case is Yoppolo v. MBNA America Bank (In re Dilworth), 6th
U.S. Circuit Court of Appeals.  The 10th Circuit case is Parks v.
FIA Card Services NA (In re Marshall), 08-3080, 10th U.S. Circuit
Court of Appeals.  The case from February 2008 is Meoli v. MBNA
America Bank NA (In re Wells), No. 07-8021, Bankruptcy Appellate
Panel of the 6th Circuit. The 5th Circuit case from November is
Caillouet v. First Bank & Trust (In re Entringer Bakeries Inc.),
07-30499, 5th U.S. Circuit Court of Appeals.


* Turnaround Expert Presents Model for Fixing US Broken Companies
-----------------------------------------------------------------
Al Angrisani, a noted corporate turnaround expert presents model
for fixing America's broken companies and protecting shareholders
in new book, Win One for the $hareholders.  Mr. Agrisani says that
potential loss of generation of investors will damage capitalism.

"Today's Wall Street Journal, New York Times, CNBC and Bloomberg
Financial are filled with stories about highly paid executives who
have driven their companies into bankruptcy, while Boards of
Directors did little or nothing to stop them from obliterating
shareholder value.  But when was the last time you saw a lead
story about the successful turnarounds at HP, AT&T, or any of a
number of smaller public companies, including firms like
Greenfield Online, my most recent turnaround? Collectively, these
turnarounds have created many billions of dollars of new wealth
for the shareholders, while also putting in place executives and
Boards of Directors who create real value through knowledge,
experience and hard work," Mr. Angrisani writes.

Mr. Angrisani for more than 20 years has been rescuing companies
that have strayed from good, solid business practices.  The author
served in President Ronald Reagan's administration as the United
States Assistant Secretary of Labor and Chief of Staff, and is
recognized as the architect of the Job Training and Partnership
Act of 1983, which stands today as the nation's primary federal
training program.  Over the course of numerous turnaround
engagements he has developed a comprehensive model for breathing
life into suffering companies and restoring both the faith and
wealth of shareholders.

As Angrisani points out, "Clearly, there's something seriously
wrong with the way all-too-many companies have been doing
business.  The people in charge have forgotten that their premier
responsibility is to their shareholders, that their first-and
overriding-concern should be to safeguard the wealth of their
shareholders."

The author's model, built on a solid foundation of corporate
responsibility, is one step toward weaving "good old-fashioned
values like hard work and accountability" back into the fabric of
American corporate life, he says.

Mr. Angrisani's approach is particularly timely given the recent
growth of the shareholders' rights moment in the wake of
questionable business practices that have led to billions of
dollars in lost shareholder wealth.

"Angrisani's model for turning around troubled businesses is
incredibly timely, given the awful state of too many business
enterprises in the current downturn," notes Hank Boerner, CEO of
the Governance & Accountability Institute, a knowledge center
focused on institutional accountability.  "Boards seem to have
forgotten that they are the chief stewards of their enterprises.
The board represents the 'owners,' as in the company's
shareowners.  The Board also represents the interests, directly or
indirectly, of a variety of important stakeholders, such as
employees, business partners, customers, communities and more.  It
will be worthwhile for directors and corporate executives to
consider this model as demands for greater accountability and
responsibility by their shareholders intensify."

The author takes Boerner's statements a step further, arguing,
"The major consequence of the collapse of 2008, which is not being
discussed in the media, is the loss of many investors, perhaps for
a generation or more.  We are on the verge of losing a generation
of investors in the stock market."

He goes on to point out that, at the start of the Great
Depression, less than 10 percent of Americans were invested in the
stock market.  As the market reached historic highs in 2008, just
before the collapse in October, just over 60 percent of Americans
were invested in the market, taking into account institutional
investors.  Now these investors, attracted to the markets over the
last 80 years, are abandoning the sinking ship of Wall Street.

"The basic reason for the likely loss of those investors is the
discrediting of several major principles that have governed U.S.
equity markets since the Great Depression, including the power and
will of Boards of Directors to safeguard their interests.  This
issue cuts to the heart of the debate raging today around whether
we will see a capitalist or socialist American economy in the
future.  And, as anyone who runs a company knows, lower markets
mean less capital for corporate investment in growth and
innovation, leading to slower economic growth for many years to
come and the higher unemployment that comes with slow growth," Mr.
Angrisani says.

He proposes a five-point plan to renew investors' faith in the
markets, thus providing a more solid foundation under the
capitalist system:

     -- Do not raise capital gains taxes and lower them to 10% or
        below;

     -- Create a federal clearing house-similar to FDA-that will
        sign off on any and all exotic financial products like
        credit default swaps, derivatives and all non-traditional
        products;

     -- Give shareholders greater power to remove executives and
        board members of failing companies;

     -- Establish mandatory fines and criminal penalties for
        rating agencies that knowingly mislead investors; and

     -- Establish independent state government Security and
        Exchange Commissions to monitor activities of public
        corporations headquartered in their states.

The book launch, slated for April 21 at the Harvard Club in New
York, has been planned as a fundraising event for New York City's
Coalition for the Homeless, which serves some of the worst victims
of the recent chaos in the markets.

As Mr. Brosnahan, executive director of the Coalition for the
Homeless, notes, "We're thrilled to be working with Al on his book
launch event.  The issues raised in his book are ones that have an
impact on so many New Yorkers on a daily basis.  Every day, the
Coalition works with thousands of people whose lives have been
affected by the economic meltdown.  Al's approach to turning
around failed companies has the potential to have a lasting impact
among both shareholders and everyday people."

The event will feature remarks by both Mr. Brosnahan and Strauss
Zelnick, founder and chairman of investment group ZelnickMedia.

To arrange an interview or personal appearance by author Al
Angrisani, contact Joe Austin, Ventana Public Relations, at 818-
591-2646 or joe.austin@ventanapr.com.

The book can be purchased at http://ResearchArchives.com/t/s?3bc5

        About Al Angrisani and Win One for the $hareholders

For more than 20 years, Al Angrisani --
http://www.albertangrisani.com-- has been helping troubled and
under-performing companies (TUCs) return to good, solid business
practices and create wealth for their shareholders.  As a result
of his most recent engagement at online media company Greenfield
Online, the company was sold to Microsoft Corporation for
one-half billion dollars.  Win One for the $hareholders, based on
Angrisani's proven model for turning around troubled companies, is
the tangible result of his decades of experience.

             About the Coalition for the Homeless, NYC

Coalition for the Homeless --
http://www.coalitionforthehomeless.org-- is the nation's oldest
advocacy and direct service organization helping homeless men,
women and children.  It provides housing, food, job training,
crisis services and children's programs to over 3,500 New Yorkers
each day.  The Coalition believes that affordable housing,
sufficient food and the chance to work for a living wage are
fundamental rights in civilized society.  Since 1981 it has fought
successfully for lasting solutions to homelessness through ground-
breaking advocacy.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 16-19, 2009
  COMMERICAL LAW LEAGUE OF AMERICA
     2009 Chicago/Spring Meeting
        Westin Hotel on Michigan Ave., Chicago, Ill.
           Contact: (31...; http://www.clla.org/

Apr. 17-18, 2009
  NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
     NABT Spring Seminar
        The Peabody, Orlando, Florida
           Contact: http://www.nabt.com/

Apr. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Consumer Bankruptcy Conference
        John Adams Courthouse, Boston, Massachusetts
           Contact: 1-7...; http://www.abiworld.org/

Apr. 27-28, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     Corporate Governance Meetings
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

Apr. 28-30, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Spring Conference
        Intercontinental Hotel, Chicago, Illinois
           Contact: www.turnaround.org

May 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts for Young Practitioners
        Alexander Hamilton Custom House, New York City
           Contact: 1-7...; http://www.abiworld.org/

May 4, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York City
           Contact: 1-7...; http://www.abiworld.org/

May 7-8, 2009
  RENASSANCE AMERICAN MANAGEMENT, INC.
     6th Annual Conference on
     Distressted Investing - Europe
        The Le Meridien Piccadilly Hotel, London, U.K.
           Contact: 1-9... or
                    http://www.renaissanceamerican.com/

May 7-10, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     27th Annual Spring Meeting
        Gaylord National Resort & Convention Center
        National Harbor, Maryland
           Contact: http://www.abiworld.org/

May 12-15, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: http://www.abiworld.org/

May 14-16, 2009
  ALI-ABA
     Chapter 11 Business Reorganizations
        Langham Hotel, Boston, Massachusetts
           Contact: http://www.ali-aba.org

June 10-13, 2009
  ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
     25th Annual Bankruptcy & Restructuring Conference
        The Ritz-Carlton Orlando Grande Lakes
           Orlando, Florida
              Contact: http://www.aria.org/

June 11-14, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

June 21-24, 2009
  INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
     BANKRUPTCY PROFESSIONALS
        8th International World Congress
           TBA
              Contact: http://www.insol.org/

July 16-19, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Mt. Washington Inn
           Bretton Woods, New Hampshire
              Contact: http://www.abiworld.org/

July 29-Aug. 1, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Westin Hilton Head Island Resort & Spa,
        Hilton Head Island, S.C.
           Contact: http://www.abiworld.org/

Aug. 6-8, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Conference
        Hotel Hershey, Hershey, Pa.
           Contact: http://www.abiworld.org/

Sept. 10-11, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Sept. 10-12, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     17th Annual Southwest Bankruptcy Conference
        Hyatt Regency Lake Tahoe, Incline Village, Nevada
           Contact: http://www.abiworld.org/

Oct. 2, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/GULC "Views from the Bench"
        Georgetown University Law Center, Washington, D.C.
           Contact: http://www.abiworld.org/

Oct. 5-9, 2009
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        Marriott Desert Ridge, Phoenix, Arizona
           Contact: 312...; http://www.turnaround.org/

Oct. 20, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Paris Las Vegas, Las Vegas, Nev.
           Contact: http://www.abiworld.org/

Dec. 3-5, 2009
  AMERICAN BANKRUPTCY INSTITUTE
     21st Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-7...; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-7...; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Michigan
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center, Maryland
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa
           Traverse City, Michigan
              Contact: http://www.abiworld.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, California
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: April 5, 2009



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***