TCR_Public/090423.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 23, 2009, Vol. 13, No. 111

                            Headlines


1806 HOLDINGS: Case Summary & 10 Largest Unsecured Creditors
24 HOUR: S&P Changes Outlook to Negative; Affirms 'B' Rating
27 ORCHARD: Voluntary Chapter 11 Case Summary
6252 JOYCE: Voluntary Chapter 11 Case Summary
750 GARLAND: Case Summary & 20 Largest Unsecured Creditors

ABITIBIBOWATER INC: ACI Seeks Recognition of CCAA Case
ABITIBIBOWATER INC: ACI's Voluntary Chapter 15 Case Summary
ABITIBIBOWATER INC: Court Approves Amended Securitization Program
ABITIBIBOWATER INC: Gets Green Light to Use Lenders' Collateral
ABITIBIBOWATER INC: Quebec Court Grants Protection Until May 14

ABITIBIBOWATER INC: Terms of $600MM Fairfax and Avenue DIP Loan
ALERIS INTERNATIONAL: To Sell Interests in Two Private Aircraft
AMERICAN HOUSING: Involuntary Chapter 11 Case Summary
AMERICAN LAFRANCE: Closing Two Plants By End of May
B & C CORP: Can Access Fifth Third Cash Collateral Until May 22

B & C CORP: Section 341(a) Meeting Scheduled for June 3
BALLY TOTAL: Seeks to Expand Scope of Deloitte's Tax Work
BALLY TOTAL: Panel Gets Green Light to Hire Garden City
BALLY TOTAL: Court Okays Insurance Premium Agreement with AON
BARCELONA LLC: Case Summary & 12 Largest Unsecured Creditors

BARRINGTON BROADCASTING: Cut by S&P to SD on Debt Buy at 83% Off
BI-LO LLC: $125MM Lifeline Arranged by GE, Top DIP Lender in 2008
BLUE SINK: Voluntary Chapter 11 Case Summary
BOMBARDIER INC: S&P Affirms Corporate Credit Rating at 'BB+'
BROCCO DEVELOPMENT: Voluntary Chapter 11 Case Summary

BROKER DEALER: Case Summary & 8 Largest Unsecured Creditors
BRUSHFIELD 2007-1: Writedowns Cue S&P's Note Rating Cut to 'D'
BUFFETS HOLDINGS: Court Confirms Plan of Reorganization
CANWEST GLOBAL: Senior Lenders & 8% Noteholders Extend Waivers
CHARLES COX: Voluntary Chapter 11 Case Summary

CHARLES TURNER: Voluntary Chapter 11 Case Summary
CHARTER COMM: Wins Final OK to Limit Trading In Stock to Keep NOLs
CHISHOLM PROPERTIES: Voluntary Chapter 11 Case Summary
CHRISTIAN HEYER: Voluntary Chapter 11 Case Summary
CHRYSLER FINANCIAL: Moody's Downgrades Corp. Family Rating to 'Ca'

CHRYSLER LLC: Moody's Downgrades Corporate Family Rating to 'C'
CHRYSLER LLC: Treasury Proposes 22% Payment & 5% Stake to Lenders
CHRYSLER LLC: Bankruptcy Filing 95% Probable, CSM Analyst Says
CHRYSLER LLC: Should Avoid Liquidation, Michigan Lawmakers Say
CIRCUIT CITY: Bid Protocol Approved; Auction Sale Set for May 11

CITIGROUP INC: Investors Rebuke Directors on Losses
COLBY MANAGEMENT: Voluntary Chapter 11 Case Summary
COMMERCIAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors
CONDO USA: Voluntary Chapter 11 Case Summary
COURIER TRANSPORTATION: Voluntary Chapter 11 Case Summary

DAYTON SUPERIOR: Bondholders Group Offers Loan "Superior" to GE's
DBSI INC: Court Extends Plan Filing Period to June 4
DE ANGELIS LANDSCAPE: Case Summary & 20 Largest Unsec. Creditors
DELTA AIR: $794 Mil. Net Loss Won't Affect S&P's 'B' Rating
DENNY'S HOLDINGS: Moody's Downgrades Corp. Family Rating to 'B2'

DIAGNOSTIC CENTER: Case Summary & 21 Largest Unsecured Creditors
DORIS PANOS: Voluntary Chapter 11 Case Summary
DRIGGERS BODY: Case Summary & 7 Largest Unsecured Creditors
ELLI IMANPOUR: Voluntary Chapter 11 Case Summary
EMMIS COMM: Cut By S&P to SD on Loan Buyback at 55% of Par Value

EMMIS OPERATING: S&P Cuts Corporate Credit Rating to 'SD'
ERIC N BROWN TORRES: Voluntary Chapter 11 Case Summary
EUROFRESH INC: Files for Chapter 11 Bankruptcy Protection
EUROFRESH INC: Debt-for-Equity Plan Due May 18; Exit By Aug. 31
EUROFRESH INC: S&P Downgrades Rating on $44.2 Mil. Notes to 'D'

EVERGREEN CAPITAL: Voluntary Chapter 11 Case Summary
FILENE'S BASEMENT: Hires Alan Cohen as Chief Restructuring Officer
FOAMEX INT'L: Files Amended Schedules of Assets and Liabilities
FOAMEX INT'L: Foamex Canada Amends Schedules of Assets & Debts
FOAMEX INT'L: Foamex L.P. Files Amended Schedules

FORD MOTOR: S&P Raises Rating on $25 Mil. Certificates to 'CCC-'
FOX VALLEY: Voluntary Chapter 11 Case Summary
FOXCO ACQUISITION: Likely Weak Operations Cue Moody's Junk Rating
FREDDIE MAC: CFO David Kellermann Commits Suicide
GARDEN STATE COLOR: Voluntary Chapter 11 Case Summary

GENERAL GROWTH: Eight Regional Shopping Centers Sent to Chapter 11
GENERAL MOTORS: Won't Pay $1-Bil. Debt Due June 1, Says CFO
GENERAL MOTORS: Michigan Lawmakers Still Hope Against Bankruptcy
GENERAL MOTORS: Moody's Affirms Corporate Family Rating at 'Ca'
GLENN MATTHEW SCHUMACHER: Voluntary Chapter 11 Case Summary

GREEN VALLEY: Moody's Downgrades Corporate Family Rating to 'Ca'
GUFFEY FAMILY: Voluntary Chapter 11 Case Summary
HARRAH'S ENTERTAINMENT: S&P Raises Corporate Rating to 'CCC'
HARRAH'S OPERTING: S&P Raises Corporate Rating to 'CCC'
HEXION SPECIALTY: S&P Downgrades Corporate Credit Rating to 'SD'

HUMBOLDT CREAMERY: False Fin'l Statements Cue Bankruptcy
HUMBOLDT CREAMERY: Case Summary & 20 Largest Unsecured Creditors
INNOVATIVE COMPANIES: Section 341(a) Meeting Scheduled for May 22
ION MEDIA: S&P Downgrades Corporate Credit Rating to 'CC'
JEFF BENFIELD: Voluntary Chapter 11 Case Summary

LAUREL PIPELINE: Voluntary Chapter 11 Case Summary
LOCKHART FUNDING: Moody's Downgrades Rating on Commercial Notes
LYONDELL CHEMICAL: June 15 Bar Date for Prepetition Claims Set
LYONDELL CHEMICAL: Parties Agree to Protocol on Merger Probe
LYONDELL CHEMICAL: Seeks Aug. 4 Extension of Lease Decision Period

LYONDELL CHEMICAL: Seeks Sept. 15 Extension of Exclusive Periods
LYONDELL CHEMICAL: Stipulation Permitting BASF Set Off of Debts
LYONDELL CHEMICAL: To Cut Jobs, Targets $700MM Cost Reduction
MADOFF SECURITIES: Investors Seek to Transfer Ch. 15 Case to NY
MAGNA ENTERTAINMENT: Breeders' Cup Wants Assurance for Racing Days

MASONITE INT'L: May Begin Soliciting Votes; May 21 Hearing Set
MEL-TEX VALVE: Case Summary & 13 Largest Unsecured Creditors
MERISANT WORLDWIDE: Wants Plan Filing Period Extended to Sept. 5
MICHAEL HAGEMANN: Voluntary Chapter 11 Case Summary
MIDWAY GAMES: Sale to Mark Thomas Displeases Creditors & Court

MIDWEST PRECISION: Voluntary Chapter 11 Case Summary
MILACRON INC: Notice Procedures for Certain Equity Transfers OK'd
MILACRON INC: Section 341(a) Meeting Set for May 8
MONACO COACH: Arranges May 8 Auction for 5 Resort Properties
MX CONSTRUCTION: Voluntary Chapter 11 Case Summary

NCL CORPORATION: Moody's Withdraws 'B2' Corporate Family Rating
NEVSO EL CAPITAN: Case Summary & 3 Largest Unsecured Creditors
NEW ORLEANS: S&P Raises Rating on General Obligation From 'BB'
NEXPAK CORPORATION: Section 341(a) Meeting Scheduled for June 4
NINA N NGUYEN: Case Summary & 20 Largest Unsecured Creditors

NORTHWEST DATACOM: Case Summary & 20 Largest Unsecured Creditors
NTK HOLDINGS: S&P Downgrades Corporate Credit Rating to 'SD'
OPUS SOUTH: Files for Reorganization Under Chapter 11
OPUS SOUTH: Case Summary & 40 Largest Unsecured Creditors
ONEIDA LTD.: Appeals Court Reverses Gropper Pension Plan Ruling

PENTON BUSINESS: S&P Puts 'B-' Corporate Rating on Negative Watch
PETTERS GROUP: Owner Promised Fat Returns for "Fake" Merchandise
PERFECT PIG: Voluntary Chapter 11 Case Summary
PHILADELPHIA NEWSPAPERS: Court Okays Probe on Taping at Debt Talks
PILGRIM'S PRIDE: Court OKs Protocol for Resolving PI Claims

POPULAR INC: S&P Downgrades Counterparty Credit Rating to 'BB+'
PRATT-READ CORP: Files Chapter 11 Due to Clients' Delayed Payments
PREVENTION LABS: Case Summary & 12 Largest Unsecured Creditors
QIMONDA NA: Colliers, Emerald & Gordon to Assist in Water Fab Sale
QUECHAN TRIBE: Fitch Affirms 'CCC' Rating on $45 Mil. Bonds

RAPHAEL DAVY: Voluntary Chapter 11 Case Summary
RAVELLO LANDING: U.S. Trustee Sets Meeting of Creditors for May 21
REVLON INC: MacAndrews Proposal Won't Affect S&P's 'B-' Rating
RICE FINANCIAL: Voluntary Chapter 11 Case Summary
SAAB ONE: Voluntary Chapter 11 Case Summary

SAFENET INC: Moody's Assigns 'B2' Corporate Family Rating
SHARPER IMAGE: Cancels Credit Card Agreement with American Express
SHARPER IMAGE: Cooley Godward Seeks $51,000 for 4 Months' Work
SHARPER IMAGE: Court Approves Settlement of Motorola Lawsuit
SHARPER IMAGE: Settles $122,495 Polaris Claim for Deliveries

SIDNEY KIMMEL: Case Summary & 10 Largest Unsecured Creditors
SILVER CREEK TOOL: Case Summary & 17 Largest Unsecured Creditors
SIX FLAGS: Moody's Says Offer on $868MM Bonds is Distressed Offer
SMART OFFICE: Voluntary Chapter 11 Case Summary
SPUR ENTERPRISES: Voluntary Chapter 11 Case Summary

SPECTRUM BRANDS: Sets June 15 Confirmation Fight with Lenders
STAR TRIBUNE: Unsecured Creditors Have Plan Agreement
STERLING METALS: Wants to Borrow $1 Million from Minco Silver
STERLING MINING: Mine Owner Asks Court to Appoint Ch. 11 Trustee
STIEFEL LABORATORIES: Moody's Reviews 'B1' Corporate Family Rating

STONERIVER PARTNERS: Case Summary & 19 Largest Unsecured Creditors
SUN MICROSYSTEMS: MySQL Clients Worried About Oracle's Acquisition
SUN-TIMES MEDIA: Lays Off 140 Workers to Cut Costs
T & M SALVAGE: Case Summary & 20 Largest Unsecured Creditors
TATNUCK SYSTEMS: Voluntary Chapter 11 Case Summary

TECK COMINCO: Commitment Bridge Extension Won't Affect Ba3 Rating
TOMMY FULCHER: Voluntary Chapter 11 Case Summary
TTF B4: Voluntary Chapter 11 Case Summary
TOUSA INC: Files Amended Chapter 11 Liquidating Plan
UGOBE INC: Files for Chapter 7 Bankruptcy Protection

UTAH 7000: Promontory Sold to Pivotal Group at Auction
VAL VISTA: Voluntary Chapter 11 Case Summary
VAN DER BOSCH: Voluntary Chapter 11 Case Summary
VERASUN ENERGY: Closes Sale of Various Facilities to Valero
VERASUN ENERGY: Has Green Light to Pay $107MM Secured Note in Full

VERASUN ENERGY: Liberty Mutual Seeks to Cancel Surety Bonds
VERASUN ENERGY: North Dakota Seeks to Sue Hankinson Unit
VERASUN ENERGY: Skadden Charges $1.5 Million for February Work
VERNICK FINANCE: Case Summary & 20 Largest Unsecured Creditors
VICTOR PIANOS: Case Summary & 18 Largest Unsecured Creditors

VICTOR THOMPSON: Voluntary Chapter 11 Case Summary
VISION OPTICS: Case Summary & 20 Largest Unsecured Creditors
WESTON FAMILY: Voluntary Chapter 11 Case Summary
WHEATON ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
WHITE SHORES: Voluntary Chapter 11 Case Summary

WII COMPONENTS: S&P Withdraws 'CCC+' Corporate Credit Rating
WINDSTREAM CORPORATION: Fitch Affirms Issuer Rating to 'BB+'
WILLIAM MORRIS: Case Summary & 13 Largest Unsecured Creditors

* Circuit Court Raises Obstacles to Ch. 11 Plans, Says Rochelle

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


                            *********


1806 HOLDINGS: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 1806 Holdings, LLC
        311 Crosby Ave
        Deal, NJ 07723-1405

Bankruptcy Case No.: 09-19901

Chapter 11 Petition Date: April 21, 2009

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

Judge: 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

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/njb09-19901.pdf

Also attached to the petition is the Debtor's schedules of assets
and liabilities.  The Debtor disclosed $6,151,819 in assets and
$21,709,734 in debts.

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


24 HOUR: S&P Changes Outlook to Negative; Affirms 'B' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
fitness club operator 24 Hour Fitness Worldwide Inc. to negative
from stable.  Ratings on the company, including the 'B' corporate
credit rating, were affirmed.

"The outlook revision reflects our concern that the recession will
cause comparable club revenue to continue to decline and aggravate
an unfavorable mix between prepaid and monthly memberships,"
explained Standard & Poor's credit analyst Tulip Lim.  "In
particular, S&P believes these trends could have repercussions for
24 Hour Fitness' liquidity amid tightening financial covenants."

The 'B' rating reflects 24 Hour Fitness' aggressive growth
strategy, its high financial risk, narrowing margin of compliance
with financial covenants, and competitive pressures in the fitness
club industry.  The company's geographic diversity and market-
leading club clusters in several metropolitan areas are modest
positives.

San Ramon, California-based 24 Hour Fitness, with about 444 clubs,
is one of the largest fitness club operators in the U.S.  Its
footprint of mid-market fitness clubs extends from the West Coast
to the Southeast, with a significant concentration in California.
More than half of the company's clubs are located in California,
where fitness consciousness is higher than in many other states,
and where the company enjoys a leading market share and has well-
developed club clusters in major cities.  Its club clusters are
strong in several Western U.S. cities outside of California. These
clusters help lessen any revenue volatility resulting from
differing regional economic cycles.  Despite the company's
substantial size, its clubs are still vulnerable to competition
from strong regional and national players, such as LA Fitness
International LLC, Life Time Fitness Inc., and Equinox Holdings
Inc.


27 ORCHARD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 27 Orchard, LLC
        27 Orchard
        Lake Forest, CA 92630

Bankruptcy Case No.: 09-13397

Chapter 11 Petition Date: April 16, 2009

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

Judge: Erithe A. Smith

Debtor's Counsel: Michael G Spector, Esq.
                  Law Offices of Michael G. Spector
                  2677 N Main St Ste 800
                  Santa Ana, CA 92705
                  Tel: (714) 835-3130
                  Fax: (714) 558-7435
                  Email: mgspector@aol.com

Total Assets: $4,003,000

Total Debts: $3,257,028

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

The petition was signed by Alan Sherman, managing member of the
Company.


6252 JOYCE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 6252 Joyce, LLC
        P.O. Box 12577
        Cincinnati, OH 45212
        dba Colonial Village Apartments

Bankruptcy Case No.: 09-12260

Chapter 11 Petition Date: April 15, 2009

Court: United States Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: Deepak K. Desai, Esq.
                  Santen & Hughes LPA
                  600 Vine Street, Suite 2700
                  Cincinnati, OH 45202
                  Tel: (513) 721-4450
                  Fax: (513) 721-0109
                  Email: dkd@santen-hughes.com

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

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

The petition was signed by Alan R. Williams, COO and CFO 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/ohsb09-12260.pdf


750 GARLAND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 750 Garland LLC
        1425 W. 7th Street
        Los Angeles, CA 90017

Bankruptcy Case No.: 09-19104

Chapter 11 Petition Date: April 22, 2009

Court: Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Helen R. Frazer, Esq.
                  hfrazer@aalrr.com
                  Atkinson Andelson Loya Ruud & Romo
                  17871 Park Plaza Dr., Ste. 200
                  Cerritos, CA 90703
                  Tel: (562) 653-3417
                  Fax: (562) 653-3333

Total Assets: 30,015,000

Total Debts: 27,342,806

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
GPS Security, Inc.             trade debt        $27,015
10008 National Blvd. Ste. 298
Los Angeles, CA 90034

Time Warner Cable              trade debt        $14,686
PO Box 660702
Dallas, TX 75266

LA DWP                         trade debt        $11,676
PO Box 30808
Los Angeles, CA 90030

Hall & Company                 trade debt        $5,406

Allied Waste Services          waste disposal    $5,108

Tony Shill                     trade debt        $5,000

Chem Pro Lab, Inc.             trade debt        $3,755

The Duringer Group             trade debt        $3,628

Champ Painting and Maintenance trade debt        $3,061

The Gas Co                     trade debt        $2,592

Installers Service, Inc.       trade debt        $2,173

Franchise Tax Board                              $1,999

For Rent Magazine              trade debt        $1,843

Crystal Pool Service           trade debt        $1,510

Rent.com                       trade debt        $1,181

On-site.com                    trade debt        $815

Community Controls             trade debt        $732

Ampco Parking Systems          trade debt        $720

Infinity Auto Park                               $615

The petition was signed by Bret Mosher.


ABITIBIBOWATER INC: ACI Seeks Recognition of CCAA Case
------------------------------------------------------
Abitibi-Consolidated Inc., as foreign representative for ACI and
Abitibi-Consolidated Company of Canada, in proceedings under the
Companies' Creditors Arrangement Act pending in the Judicial
District of Montreal in Canada, appeared before the U.S.
Bankruptcy Court for the District of Delaware pursuant to
Section 1515 of the Bankruptcy Code, seeking an order:

  (a) recognizing the Canadian Proceedings as "foreign main
      proceedings;" and

  (b) enforcing the Initial Order of the CCAA Court dated
      April 17, 2009, in the United States.

Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, in Washington, D.C., says the April 17 Initial CCAA
Court Order enjoins all proceedings against the CCAA Debtors and
their assets, including assets located in the United States.
Moreover, the Initial CCAA Order authorizes ACI to enter into an
amendment that keeps in place its existing securitization program
and permits ACI's continued sale and servicing of receivables.

In a declaration filed with the Bankruptcy Court, William G.
Harvey, senior vice president and chief financial officer of
AbitibiBowater, Inc., asserts that the Canadian Proceeding is
entitled to recognition as a foreign main proceeding because:

   -- each of the Debtors is headquartered in Quebec as the
      "center of main interest" under Chapter 1502(4) of the
      Bankruptcy Code; and

   -- the Canadian Proceeding is a collective judicial proceeding
      in Canada under Canadian law relating to insolvency or
      adjustment of debt, in which the assets and affairs of the
      Debtors are subject to the control and supervision of the
      Canadian Court for the purpose of reorganization or
      liquidation within the meaning of Section 101(23) of the
      Bankruptcy Code; and

   -- ACI is a foreign representative within the meaning of
      Section 101(24) of the Bankruptcy Code.

Without the Bankruptcy Court's recognition of the foreign main
proceedings, the CCAA Debtors' reorganization process will be
disrupted and the legal cost of defending the Actions will be
threatened, which ultimately may severely and adversely impact
the Debtors' reorganization efforts, Ms. Tobler contends.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

AbitibiBowater tried to renegotiate about $2.9 billion in the
debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion
of its U.S. unit, Bowater Inc.  On March 13, AbitibiBowater and
Abitibi-Consolidated commenced a recapitalization proposal which
was intended to reduce the Company's net debt by roughly
$2.4 billion, lower its annual interest expense by roughly $162
million and raise roughly $350 million through the issuance of new
notes of ACI and common stock and warrants of the Company.

On February 9, Bowater Finance II LLC, an indirect wholly owned
subsidiary of AbitibiBowater, commenced private offers with
respect to six series of outstanding debt securities issued by
either Bowater Incorporated or Bowater Canada Finance Corporation,
a wholly owned subsidiary of Bowater, to exchange the old notes
for new notes.  BowFin also intended for a concurrent private
offering of new 15.5% First Lien Notes due November 15, 2011, to
holders of Bowater Notes who tender notes in the exchange offers.

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

                        Bankruptcy Filing

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

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

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

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


ABITIBIBOWATER INC: ACI's Voluntary Chapter 15 Case Summary
-----------------------------------------------------------
Chapter 15 Petitioner: Abitibi-Consolidated Inc.
                       as foreign representative of ACI
                       and Abitibi-Consolidated Company of Canada

Chapter 15 Debtor:     Abitibi-Consolidated Inc.
                       aka Boise Cascade Canada Ltd.
                       aka The Ontario and Minnesota Power
                           Company Limited
                       aka The Keewatin Power Company, Limited
                       aka Keewatin Lumber Co. Ltd.
                       aka Compagnie de Papier Abitibi Ltee
                       aka Kenora Paper Mills, Limited
                       aka Stone-Consolidated Corporation
                       aka 2931664 Canada Inc.
                       aka Corporation Stone-Consolidated
                       aka The Keewatin Lumber Company Limited
                       aka Retallack Insurance Brokers Ltd.
                       aka Abitibi-Price Inc.
                       aka The Keewatin Lumber Company Limited
                       aka Ediwise Societe Abitibi-Consolidated
                       aka Retallack Insurance Agency Ltd.
                       aka Abitibi Power & Paper Company Limited
                       aka The Ontario and Minnesota Power Co Ltd
                       aka Abitibi Paper Company Ltd.
                       aka Kenora Paper Mills, Ltd.
                       aka Keewatin Power Co. Ltd.
                       aka Ontario Minnesota Power Co. Ltd.
                       aka Keewatin Power Co. Ltd.
                       aka The Fort Frances Pulp & Paper Co. Ltd.
                       aka The Fort Frances Pulp and Paper
                           Company, Limited
                       aka Rainy River Forest Products Inc.
                       aka Holdco Abitibi Inc.
                       1155 Metcalfe St., Suite 800
                       Montreal, Quebec
                       Canada

Chapter 15 Case No.:   09-11348

Debtor-affiliate filing a separate Chapter 15 petition:

  Entity                                       Case No.
  ------                                       --------
  Abitibi-Consolidated Company of Canada       09-11349

Chapter 15
Petition Date:         April 17, 2009

Bankruptcy Court:      District of Delaware (Delaware)

Bankruptcy Judge:      Kevin J. Carey

Chapter 15
Petitioner's Counsel:  Pauline K. Morgan, Esq.
                       bankfilings@ycst.com
                       Sean T. Greecher, Esq.
                       bankfilings@ycst.com
                       Young, Conaway, Stargatt & Taylor
                       The Brandywine Building
                       1000 West Street, 17th Floor
                       Wilmington, DE 19801
                       Tel: (302) 571-6600


ABITIBIBOWATER INC: Court Approves Amended Securitization Program
-----------------------------------------------------------------
Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware permitted AbitibiBowater Inc. and its debtor affiliates,
on an interim basis, to keep their securitization program as
amended, in place notwithstanding the insolvency proceedings in
Canada.

Since the 2007 merger between Bowater Inc. and Abitibi-
Consolidated Inc. to create AbitibiBowater, Inc., the Bowater
Group and the Abitibi Group have retained distinct identities
within the corporate enterprise for cash flow and finance
purposes.  Both groups maintain separate accounting systems
capable of tracking cash flows.  Similarly, no cross-defaults or
cross-acceleration provisions exist under the Bowater Group's
funded debt obligations in the event of default or acceleration
under the Abitibi Group's funded debt obligations and likewise.

AbitibiBowater has historically monetized substantially all of its
accounts receivable generated by ACI, pursuant to a securitization
program arranged by Citibank, N.A.  The Abitibi Group has
historically relied on the Securitization Program and a
prepetition secured credit facility to provide liquidity for its
operations.

                   The Securitization Program

According to the Debtors' proposed counsel, Pauline K. Morgan,
Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington,
Delaware, the Securitization Program enables the Debtors to
immediately convert the receivables generated by ACI and its U.S.
affiliate, Abitibi Consolidated Sales Corporation, to cash, which
provides up-front liquidity to the Company and funds the Abitibi
Group's day-to-day operations.

Through the Securitization Program, ACI and ACSC originate
accounts receivable.  As originators, ACI and ACSC sell and
contribute those receivables to Abitibi-Consolidated U.S. Funding
Corp., a non-debtor special-purpose vehicle, at a discount based
on the outstanding balance on the accounts receivable.

ACI Funding pays ACI and ACSC for the receivables using money from
(i) collections on the accounts receivable it already owns, and
(ii) pooling acquired receivables and selling an undivided
percentage ownership interest in the pool to Citibank.  Under the
Securitization Program, Citibank has committed to purchase
receivables from ACI Funding in an aggregate principal amount of
up to $210 million.

Financing available under the Securitization Program at any time
is limited by the outstanding balance of the eligible receivables,
the size of the total reserves under the programs, or an "equity
cushion" based on the present value of the future income stream
from the Receivables.

In practice, Accounts Receivables are collected through various
separate lockboxes, from which funds are transferred daily into
two accounts controlled by Citibank that serve to concentrate
customer payments on receivables in U.S. and Canadian dollars.

To obtain advances under the Securitization Program, the Debtors
provide Citibank with a daily report identifying the amount of
eligible receivables available for sale under the Securitization
Program and the performance of the existing Receivables Portfolio.
Thereafter, the parties calculate the amount available or owed
under the Program, from which Citibank releases funds up to the
amount of the Abitibi Group's projected cash needs.

Ultimately, the proceeds from the Securitization Program are
transferred into the Abitibi Group's operating accounts and
disbursed through its cash management system.

To implement the structure of the Securitization Program, ACI and
ACSC, as originators, are parties to two agreement:

   (1) The Amended and Restated Receivables Purchase Agreement,
       dated January 31, 2008, as amended by Omnibus Amendment
       No. 5 to the Amended and Restated Receivables Purchase
       Agreement and Amendment No. 3 to Amended and Restated
       Purchase and Contribution Agreement and Waiver Agreement
       dated as of April 16, 2009, among ACI Funding, Eureka
       Securitization, PLC, Citibank, Citibank, N.A., London
       Branch as agent, ACI, in its capacity as Subservicer and
       an originator, and ACSC, in its capacity as servicer and
       an originator; and

   (2) The Amended and Restated Purchase and Contribution
       Agreement dated January 31, 2008, as amended by Omnibus
       Amendment No. 5 to the Amended and Restated Receivables
       Purchase Agreement and Amendment No.3 to Amended and
       Restated Purchase and Contribution Agreement and Waiver
       Agreement dated as of April 16, 2009, among ACI and ACSC
       as sellers and ACI Funding as purchaser.

Other instruments and agreements related to the Securitization
Program include:

   * the Servicer Undertaking Agreement dated October 27, 2005,
     by ACI in favor of Eureka, Citibank and the other Banks that
     are party to the RPA, as amended;

   * the Originator Undertaking Agreement dated October 27, 2005,
     by ACI in favor of ACI Funding, as amended;

   * the Deposit Account Control Agreement dated January 31,
     2008, among ACI Funding, ACI, ACSC, Citibank and the Agent,
     as amended;

   * the Blocked Accounts Agreement dated as of October 27, 2005,
     among ACI, ACSC, the Agent, Royal Banle of Canada and ACI
     Funding, as amended;

   * the Agreement re Pledged Deposit Accounts dated October 27,
     2005, among ACSC, ACI, ACI Funding, the Agent and LaSalle
     Banle National Association, as amended;

   * the Second Amended and Restated Four Party Agreement for
     Sold Accounts dated January 31, 2008, among Export
     Development Canada and Compagnie Francaise d' Assurance pour
     Ie Commerce Exterieur - Canada Branch, ACI, ACI Funding, the
     Agent and Citibank, as amended;

   * the Intercompany Agreement dated as of December 20,2007,
     between ACI and ACSC, as amended;

   * the Accounts Receivable Policy (Shipments) General Terms and
     Conditions, plus the Coverage Certificate effective Sept. 1,
     2008, issued by Export Development Canada and Compagnie
     Francaise d' Assurance pour Ie Commerce Exterieur - Canada
     Branch to ACI, as amended; and

   * the fee letters dated April 1, 2009, between ACI Funding and
     the Agent.

In anticipation of the Insolvency Proceedings, the parties have
agreed to enter into the Fifth Amendment, specifically, the
Omnibus Amendment No. 5 to Amended and Restated Receivables
Purchase Agreement and Amendment No. 3 to Amended and Restated
Purchase and Contribution Agreement and Waiver Agreement.

The Fifth Amendment Documents provides that the Debtors and the
Canadian Debtors' petition under Chapter 11 of the United States
Code and Canada's Companies' Creditors Arrangement Act, R.S.C.
1985, c. C-36, as amended will not constitute or trigger an event
of termination of the Facility.  Accordingly, the Amendment
permits the continuance of the Securitization Program in place
postpetition.  On the contrary, absent further modification, the
Fifth Amendment provides that an Event of Termination under the
Securitization Program will occur 45 days after the Petition
Date.  Prior to the 45-day deadline, the Debtors say they expect
to obtain alternate financing to replace the liquidity provided
by the Securitization Program upon entry of the Fifth Amendment.

In connection with the Fourth Amendment entered into on April 1,
2009, ACI Funding agreed in a fee letter to pay a fee equal to
6% of the $210 million commitment, of which $3.15 million was
paid on April 2, 2009, and the balance of which is currently due
and payable as a result of the Petition Date.

Ms. Morgan maintains that absent the Court's approval of the
Fifth Amended Securitization Program, the Insolvency Proceedings
would permit Citibank to terminate the Program, which will
immediately and significantly disrupt the Abitibi Group's cash
flow.

                       ACCC Term Lenders React

In a limited objection filed with the Court, certain of the ACCC
Term Lenders contend that the ACCC Term Loan is secured by the
receivables that are proposed to be sold to Citibank under the
Securitization Program and their related proceeds.  They maintain
that the cash proceeds generated upon the sale of the receivables
constitutes "cash collateral" under Section 363(b) of the
Bankruptcy Code.

The ACCC Lenders thus object to the amendment of the
Securitization Program to the extent the Debtors seek to use the
ACCC Term Lenders' cash collateral absent providing adequate
protection sufficient to protect the ACC Term Lenders' interests
as required under Sections 363(c)(2) and (e) of the Bankruptcy
Code.

                           Court's Order

In his order, Judge Carey allowed ACI, ACSC and the other Debtors,
as applicable, to:

   (a) transfer, and will be deemed to have transferred, free and
       clear of all liens, claims, encumbrances and other
       interests of any of the Originators, pursuant to sections
       363(b)(1) and (f) of the Bankruptcy Code, the Receivables
       to ACI Funding, without recourse;

   (b) otherwise perform or continue to perform, and ACSC is
       authorized to cause ACI Funding, as a wholly owned
       subsidiary of ACSC, to perform or continue to perform, as
       applicable, their obligations under the Financing
       Agreements and other documents in relation to the
       Securitization Program.

Judge Carey said the Agent Obligations and the Receivables
Obligations will constitute allowed senior administrative expense
claims against each of the Originators with priority over any and
all administrative expenses, adequate protection claims,
diminution claims and all other claims against the Originators,
all administrative expenses under Sections 503(b) and 507(b) of
the Bankruptcy Code, and over any and all administrative expenses.

For the avoidance of doubt, the Agent Obligations and the
Receivables Obligations do not include any amounts owing to the
Agent or Citibank or their affiliates under or in connection with
(i) any swap claims; (ii) any credit agreement in existence prior
to the Petition Date, not related to the Financing Agreements, or
(iii) any other indebtedness not related to the Financing
Agreements.

The Superpriority Claims will be subject and subordinate to a
carve-out for the payment of allowed professional fees and
disbursements incurred by the professionals retained by the
Debtors and any statutory committee appointed in the Chapter 11
cases, as well as any disbursements of any member of the
committee, in an aggregate amount of up to $7,500,000 minus any
payments made pursuant to any carve-out, plus:

   (1) professional fees and disbursements incurred prior to the
       occurrence of a Carve-Out Event to the extent subsequently
       allowed; and

   (2) professional fees and disbursements incurred from and
       after the date on which the Carve-Out Event is no longer
       continuing.

The Court also entitled the Agent and Citibank to all of the
rights and remedies accorded to them pursuant to the "safe harbor"
provisions of the Bankruptcy Code.  The Court further authorized
the Originators and the other Debtors to use the proceeds of the
arrangements contemplated by the Financing Agreements in the
operation of the Debtors' businesses.

Pursuant to the Financing Agreements, ACI Funding may deduct from
the purchase price of Transferred Receivables amounts which are
payable by the Originators to ACI Funding in respect of violations
of certain representations and warranties and dilution items, the
Court ruled.

ACI Funding, Citibank and the Agent will not (i) be deemed to be
in control of the operations of the Debtors, (ii) owe any
fiduciary duty to the Debtors, their creditors, shareholders or
estates, or (iii) be deemed to be acting as a "responsible person"
or "owner" or "operator" with respect to the operation or
management of the Debtors.

All objections to the Debtors' request that have not been
withdrawn, waived or settled are denied and overruled, Judge Carey
ruled.

Similarly, the CCAA Court authorized and empowered the CCAA
Debtors to continue their obligations, including the sale and
servicing of receivables and related security under the
Receivables Agreements pursuant to the Securitization Program.
The performance of the CCAA Debtors under the Securitization
Program, however, will not provide a basis for substantive
consolidation of their assets and liabilities, the CCAA Court
ruled.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

AbitibiBowater tried to renegotiate about $2.9 billion in the
debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion
of its U.S. unit, Bowater Inc.  On March 13, AbitibiBowater and
Abitibi-Consolidated commenced a recapitalization proposal which
was intended to reduce the Company's net debt by roughly $2.4
billion, lower its annual interest expense by roughly $162 million
and raise roughly $350 million through the issuance of new notes
of ACI and common stock and warrants of the Company.

On February 9, Bowater Finance II LLC, an indirect wholly owned
subsidiary of AbitibiBowater, commenced private offers with
respect to six series of outstanding debt securities issued by
either Bowater Incorporated or Bowater Canada Finance Corporation,
a wholly owned subsidiary of Bowater, to exchange the old notes
for new notes.  BowFin also intended for a concurrent private
offering of new 15.5% First Lien Notes due November 15, 2011, to
holders of Bowater Notes who tender notes in the exchange offers.

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

                        Bankruptcy Filing

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

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

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

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


ABITIBIBOWATER INC: Gets Green Light to Use Lenders' Collateral
---------------------------------------------------------------
AbitibiBowater Inc. and its debtor affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware, on an
interim basis, to use cash collateral and provide adequate
protection to their prepetition secured lenders.

The Debtors aver that they need access to their cash collateral to
meet ongoing obligations to suppliers, vendors, employees and
other creditors.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, the Debtors' proposed counsel, relates
that AbitibiBowater Inc. and its affiliates employed a number of
prepetition financing programs to fund their operations:

A. AbitibiBowater Indebtedness

   * FFH Notes.  Refers to $350 million of 8% senior unsecured
     convertible notes due April 15, 2013 issued by
     AbitibiBowater Inc.  The Notes are guaranteed by Bowater,
     of which $368.9 million is outstanding as of March 31, 2009.

B. Bowater Debtors' Indebtedness

   * US Prepetition Credit Agreement.  Under a credit agreement
      dated May 31, 2006, Bowater, Inc., Bowater Newsprint South
      LLC, Bowater Alabama LLC and Bowater Newsprint South
      Operations LLC borrowed about $370.4 million in a revolver
      credit facility from Wachovia Bank, NA, is administrative
      agent, and certain lenders.  The US Prepetition Revolver
      Facility is set to mature May 25, 2011.  As of March 31,
      2009, the outstanding principal amount under the US
      Prepetition Revolver Agreement was $203.8 million.

      Collateral securing the obligations under the US
      Prepetition Revolver Credit Agreement includes, but is not
      limited to (a) the inventory, accounts receivable, deposit
      accounts, and certain other current assets of the
      Prepetition Borrowers and the subsidiaries of Bowater that
      are guarantors, (b) 65% of the stock of certain of
      Bowater's foreign subsidiaries, (c) the stock of Bowater's
      U.S. subsidiaries that do not own mills or converting
      facilities, (d) the equity interests in Newsprint South's
      subsidiaries, and (e) the real property, fixtures and
      equipment relating to the Coosa Pines, Alabama and Grenada,
      Mississippi mills.

   * Canadian Prepetition Credit Agreement.  Under a credit
      agreement dated May 31, 2006, Bowater Canada Forest
      Products borrowed about $165 million in a revolver credit
      facility from The Bank of Nova Scotia, as administrative
      agent, and certain lenders.  The US Prepetition Borrowers
      and certain subsidiaries of Bowater Canada guaranteed the
      loan.  The Canadian Prepetition Credit Agreement is set to
      mature on June 5, 2009.  As of March 31, 2009, the
      approximate outstanding principal amount under the Canadian
      Prepetition Credit Agreement was $63.5 million.

      Collateral securing the obligations under the Canadian
      Prepetition Credit Agreement includes, but is not limited
      to (a) the inventory, accounts receivable, deposit
      accounts, and certain other current assets of Bowater
      Canada and its guarantor subsidiaries, (b) the real
      property, equipment and fixtures relating to the Coosa
      Pines, Alabama and Grenada, Mississippi paper mills, (c)
      the real property, equipment and fixtures of Bowater Canada
      located in Gatineau, Quebec, Dolbeau, Quebec and Thunder
      Bay, Ontario, and (d) the equity interest of Bowater's
      South Korean subsidiary, which owns Bowater's Mokpo mill.

   * Bowater Debtors' Unsecured Debt

      Bowater is obligated under five separate series of
      unsecured notes with an aggregate principal amount
      outstanding as of March 31, 2009 of approximately $1.2
      billion.

         Notes                              Aggregate Amount
         -----                              ----------------
         9.0% Notes due 2009                  $300,000,000
         Floating Rate Notes due 2010         $250,000,000
         9.50% Notes due 2012                 $125,000,000
         6.5% Notes due 2013                  $400,000,000
         9.375% Notes due 2021                $200,000,000

      Bowater is also an obligor on certain tax exempt industrial
      revenue bonds and similar bonds issued by local government
      entities, totaling about 168.9 million in aggregate
      outstanding principal amount as March 31, 2009.

      In addition, Bowater Newsprint South Operations LLC is a
      borrower under a certain unsecured credit agreement with
      the City of Grenada, Mississippi, in an original principal
      amount of $8.5 million, of which approximately $4.6 million
      was outstanding as of December 30, 2008.

      Bowater Canada and Bowater Canada Finance Corporation are
      each obligated under certain of six separate series of
      unsecured notes with an aggregate principal amount
      outstanding as of March 31, 2009 of approximately
      $802 million.

       Notes                                  Aggregate Amount
       -----                                  ----------------
       Issued by Bowater Canada
       7.95% Notes due 2011                     $600,000,000

       Issued by Bowater Canada Finance
       10.63% Senior Notes (Series A) due 2010   $98,000,000
       10.50% Senior Notes (Series B) due 2010  $102,000,000
       10.60% Senior Notes (Series C) due 2011   $70,000,000
       10.26% Senior Notes (Series D) due 2011   $22,000,000
       10.85% debentures due 2014               $125,000,000

C. Abitibi Group Indebtedness

   Certain companies within the Abitibi Group are borrowers or
   issuers of secured and unsecured debt totaling approximately
   $3.7 billion.  The majority of the Abitibi Group's debt is
   issued by Canadian entities.  Certain of the Donohue Debtors
   are guarantors of debt or participate in a securitization
   facility with certain companies within the Abitibi Group.

   * ACCC Credit Agreement.  Abitibi-Consolidated Company of
      Canada borrowed a $400 million 364-day senior term loan at
      LIBOR + 800 basis points from Goldman Sachs Credit Partners
      L.P., as administrative agent, and certain lenders under a
      credit agreement dated April 1, 2008.  Abitibi-Consolidated
      Inc. and certain members of the Abitibi Group and Donohue
      Debtors guaranteed the Term Loan.  The outstanding balance
      Of the ACCC Term Loan is $347 million.

      Collateral securing the ACCC Term Loan includes (a) certain
      inventory, accounts, and other current assets of ACCC, ACI
      and the other guarantors; (b) substantially all of the
      personal property of Donohue and certain other Donohue
      Debtor subsidiaries; (c) the pledge of stock or other
      equity interests of certain other Donohue subsidiaries; and
      (d) real estate and fixtures relating to the Alabama River,
      Alabama newsprint mill.

   * Canadian Secured and Unsecured Notes

      ACCC issued $413 million of 13.75% senior secured notes due
      April 1, 2011, pursuant to an indenture dated as of April 1,
      2008, and guaranteed by the ACCC Guarantors.  The Abitibi
      Group had unsecured notes outstanding totaling about
      $2.95 billion as of March 31, 2009.

       Notes                                  Aggregate Amount
       -----                                  ----------------
       15.5% Exchange notes due July 15, 2010   $293,000,000
       7.75% Notes due June 15, 2011            $200,000,000
       Floating Rate Notes due June 15, 2011    $200,000,000
       0% debentures due June 2012              C$14,000,000
       6.00% Notes due June 20, 2013            $350,000,000
       8.375% Notes due April 1, 2015           $450,000,000
       8.55% notes due August 1, 2010           $500,000,000
       7.40% debentures due April 1, 2018       $100,000,000
       7.50% debentures due April 1, 2028       $250,000,000
       8.50% debentures dues August 1, 2029     $250,000,000
       8.85% debentures due April 1, 2030       $450,000,000

   * US Unsecured Notes.  In 1999, Abitibi-Consolidated Finance
      LP issued unsecured notes due in 2009 in connection with a
      financing.  About $8 million of the aggregate principal
      amount of those notes remain outstanding.  The notes are
      guaranteed by ACI.

D. Donohue Debtors' Indebtedness.  Abitibi-Consolidated Inc. and
   Abitibi-Consolidated Sales Corporation are parties to a two-
   level receivables securitization program.   Under the
   Existing Securitization Program, U.S. Funding purchases
   receivables from the Debtor Sellers at a discount price.  As
   of March 31, 2009, the aggregate amount outstanding under the
   Existing Securitization Program was about $171.7 million.

   The Debtors are seeking to continue the Securitization
   Program postpetition.

As of the Petition Date, AbitibiBowater's overall principal debt
obligations total $6.7 billion.  Of this amount, the Debtors were
liable as borrowers or issuers for approximately $3.1 billion,
Ms. Morgan tells the Court.

The Prepetition Lenders have consented to the Debtors' use of
cash collateral in exchange for adequate protection to the extent
of diminution in the value of their Collateral.  Thus, at the
Debtors' behest and to provide adequate protection for the
Prepetition Lenders, the Court ruled that the Prepetition Lenders
are entitled to:

   (a) Payment of prepetition accrued and unpaid interest and
       current monthly cash payment of all accrued but unpaid
       interest at the non-default rate;

   (b) Payment of prepetition accrued, and current payment
       postpetition, of reasonable fees and expenses of US
       Prepetition Agent and Canadian Prepetition Agent under the
       Prepetition Credit Agreements;

   (c) Allowed superpriority administrative expense claims
       arising under Section 507(b) of the Bankruptcy Code, pari
       passu to claims arising under the DIP Facility and subject
       to the Carve-Out; and

   (d) Subject to Carve-Out, replacement security interests in,
       and liens upon, existing collateral and junior security
       interests in, and liens upon, the collateral securing the
       DIP Facility; and

   (e) Delivery of reports and other information provided by
       Debtors to the DIP Agent.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

AbitibiBowater tried to renegotiate about $2.9 billion in the
debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion
of its U.S. unit, Bowater Inc.  On March 13, AbitibiBowater and
Abitibi-Consolidated commenced a recapitalization proposal which
was intended to reduce the Company's net debt by roughly $2.4
billion, lower its annual interest expense by roughly $162 million
and raise roughly $350 million through the issuance of new notes
of ACI and common stock and warrants of the Company.

On February 9, Bowater Finance II LLC, an indirect wholly owned
subsidiary of AbitibiBowater, commenced private offers with
respect to six series of outstanding debt securities issued by
either Bowater Incorporated or Bowater Canada Finance Corporation,
a wholly owned subsidiary of Bowater, to exchange the old notes
for new notes.  BowFin also intended for a concurrent private
offering of new 15.5% First Lien Notes due November 15, 2011, to
holders of Bowater Notes who tender notes in the exchange offers.

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

                        Bankruptcy Filing

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

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

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

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


ABITIBIBOWATER INC: Quebec Court Grants Protection Until May 14
---------------------------------------------------------------
In an initial order dated April 17, 2009, the Honorable Mr.
Justice Clement Gascon, J.S.C., of the Quebec Superior Court
Commercial Division held that until and including May 14, 2009, no
legal or conventional right may be exercised, and no proceeding
may be commenced or proceeded by anyone against Abitibi-
Consolidated Inc., AbitibiBowater Canada Inc., Bowater Canadian
Holdings Incorporated, Bowater Canadian Forest Products Inc. and
certain of their affiliates.

All Proceedings already commenced against the CCAA Applicants are
stayed and suspended until the Court authorizes otherwise, subject
to the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36,
as amended, the CCAA Court ruled.

During the Stay Period, all persons having agreements, contracts
or arrangements with the CCAA Applicants:

  (a) are restrained from accelerating, terminating, cancelling,
      suspending, refusing to modify or extend on reasonable
      terms those agreements;

  (b) are restrained from modifying, suspending or otherwise
      interfering with the supply of any goods, services, or
      other benefits; and

  (c) will continue to perform and observe the terms and
      conditions contained in the agreements as long as the CCAA
      Applicants pay charges for those goods and services.

Any person who provided any kind of letter of credit, bond or
guarantee at the CCAA Applicants' request will be required to
continue honoring those agreements.

Furthermore, the CCAA Court ruled that no proceedings will be
commenced or continued against the former, current or future
directors and officers of the CCAA Applicants with respect to any
claim against the directors and officers that arose before the
issuance of the Initial Stay Order.  Similarly, absent the
Court's consent, no person will enforce any proceeding against
the directors and officers with respect to the formulation of a
restructuring plan.

The CCAA Applicants will remain in possession of their property
under the CCAA proceedings, and are allowed to carry on their
business and financial affairs in a manner consistent with the
commercially reasonable preservation.  They are also authorized
to continue to retain and employ in the ordinary course of
business, their consultants, contractors, employees, agents,
experts, accountants and counsel as may be deemed reasonable.

Separately, the Quebec Superior Court authorized the appointment
of Ernst & Young Inc. as Monitor for the proceedings of Abitibi-
Consolidated Inc., AbitibiBowater Canada Inc., Bowater Canadian
Holdings Incorporated, Bowater Canadian Forest Products Inc. and
certain of their affiliates under Canada's Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended.

The CCAA Applicants relate that Ernst & Young has been assisting
them in preparing their CCAA application and is aware of their
financial circumstances.

As CCAA Monitor, Ernst & Young will assist the CCAA Applicants
with the preparation of their cash flow projections and any other
projections or reports and the development, negotiation and
implementation of their CCAA restructuring plan.

The CCAA Court also permits Ernst & Young to provide creditors
and other relevant stakeholders with information in response to
requests.  The firm will not have any duties or liabilities with
respect to the information it disseminates.

Ernst & Young will not be deemed as an employer or a successful
employer of the CCAA Applicants within the meaning of any
federal, provincial or municipal legislation governing employment
and labour relations.  In addition, Ernst & Young will not incur
any liability or obligation as a result of its appointment,
except those arising from a breach of its duties, the CCAA Court
ruled.

With respect to the Chapter 11 proceedings of the CCAA
Applicants, Ernst & Young is also appointed as information
officer, which will report to the CCAA Court at least once every
two months outlining the status of the Chapter 11 cases.  As
Information Officer, Ernst & Young will not take possession of
the CCAA Applicants' property and will take no part in the
management or supervision of the Applicants' business.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

AbitibiBowater tried to renegotiate about $2.9 billion in the
debts of its Canadian unit, Abitibi-Consolidated, and $1.8 billion
of its U.S. unit, Bowater Inc.  On March 13, AbitibiBowater and
Abitibi-Consolidated commenced a recapitalization proposal which
was intended to reduce the Company's net debt by roughly $2.4
billion, lower its annual interest expense by roughly $162 million
and raise roughly $350 million through the issuance of new notes
of ACI and common stock and warrants of the Company.

On February 9, Bowater Finance II LLC, an indirect wholly owned
subsidiary of AbitibiBowater, commenced private offers with
respect to six series of outstanding debt securities issued by
either Bowater Incorporated or Bowater Canada Finance Corporation,
a wholly owned subsidiary of Bowater, to exchange the old notes
for new notes.  BowFin also intended for a concurrent private
offering of new 15.5% First Lien Notes due November 15, 2011, to
holders of Bowater Notes who tender notes in the exchange offers.

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

                        Bankruptcy Filing

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

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

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

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


ABITIBIBOWATER INC: Terms of $600MM Fairfax and Avenue DIP Loan
---------------------------------------------------------------
AbitibiBowater Inc. and its debtor affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware, on an interim basis, to borrow up to $206 million from
Fairfax Financial Holdings Ltd., Avenue Investments, L.P., and
certain lenders.  The Interim DIP Loan consists of a $166 million
term loan for AbitibiBowater Inc. and Bowater Inc. and a
$40 million term loan for Bowater Canada Forest Products Inc.

The proceeds of the Interim DIP Loan will be used for needed
working capital of the Debtors.

The DIP Facility can be upsized to $600 million upon the entry of
a final DIP order under an incremental term loan and an asset
backed revolving credit facility.

The Debtors relate that they need immediate liquidity to fund
their businesses and maintain operations in the ordinary course.
With the help of Blackstone Advisory Services L.P., the Debtors
got an offer for a DIP term loan from FFH.  The Debtors got two
DIP financing proposals, but determined, with Blackstone's
assistance, that the FFH offer provided the best terms and
pricing.

Steven Zelin, senior managing director of Blackstone Advisory,
relates that the Fairfax offer was initially at $180.4 million.
An existing Bowater Inc. bondholder approached Fairfax and agreed
to participate in the Fairfax DIP financing under slightly
revised terms, he notes.  As a result, the size of the Fairfax
Facility was increased to $206 million.

The parties subsequently entered into a senior secured
superpriority DIP Credit Agreement with these salient terms:

Borrowers:        AbitibiBowater Inc., Bowater Incorporation and
                   Bowater Canadian Forest Products, Inc.

Administrative
Agent:            Fairfax Financial Holdings

Total Term Loan
Commitment:       $206 million, on an interim basis.

Interest:         Base Rate + 650 bps (with a 2.5% floor);
                   LIBOR +750 bps (with a 3.5% LIBOR floor);
                   Default rates increase by 2.0%

Maturity:         12 month anniversary of the initial funding
                   with two 3-month extensions, subject to these
                   terms:

                   * 50 bps fee payable for each extension;

                   * 50 bps increase in interest rate on first
                     extension;

                   * initial extension subject to Debtors' filing
                     a plan of reorganization; and

                   * second extension subject to Debtors'
                     exercise of best efforts towards
                     confirmation of the plan of reorganization

Fees:             Cash Fees: 5.0% of the total commitment
                   payable in connection with the initial funding
                   plus an exit fee of 2% of the total commitment
                   payable upon repayment of the facility.

Prepayments:      No voluntary prepayment penalty, however, exit
                   fee will become due and payable.  Customary
                   mandatory prepayment provisions in connection
                   with asset sales, insurance proceeds, and
                   incurrence of indebtedness.

Security and
Claims:           The US of the DIP Facility will be secured by
                   valid and enforceable first priority liens on
                   the unencumbered assets of all the U.S.
                   Debtors and intercompany obligations of the US
                   Borrowers arising after the Petition Date as
                   well as junior liens on the encumbered assets
                   of the U.S. Debtors and intercompany
                   obligations of the US Borrowers in existence
                   on the Petition Date.

                   The Canadian portion of the DIP Facility will
                   be secured by valid and enforceable first
                   priority liens on the unencumbered assets of
                   the Canadian Debtors and junior liens on the
                   encumbered assets of the Canadian Debtors.

                   The Debtors' obligations under the DIP
                   Facility are granted superpriority claim
                   status.

Carve-Out:        Customary post-event of default carve-out for
                   allowed and unpaid professional fees and
                   disbursements in aggregate amount not to
                   exceed $7,500,000.

Affirmative
Covenants:        Usual and customary including, among others:

                   * delivery of financial statements and other
                     reports;

                   * provision of notices of litigation, defaults
                     and unmatured defaults; and

                   * acceptable cash management.

Negative
Covenants:        Usual and customary, including, among others,
                   limitations on (i) incurrence and repayment of
                   indebtedness; (ii) liens; (iii) dispositions;
                   (iv) investments; and (v) capital
                   expenditures.

                   Negative covenants do not restrict (a) the
                   flow of funds between Credit Parties and
                   Bowater Canada and (b) transactions among
                   Bowater and Abitibi Entities in the ordinary
                   Course, on arm's-length basis or related to
                   SG&A cost allocation of customer orders.

Financial
Covenants:        Minimum Consolidated EBITDA should not be less
                   than:

                    Month Ending      Minimum Consolidated EBITDA
                    ---------------   ---------------------------
                    April 30, 2009            $248,000,000
                    May 31, 2009              $235,000,000
                    June 30, 2009             $224,000,000
                    July 31, 2009             $220,000,000
                    August 31, 2009           $205,000,000
                    September 30, 2009        $192,000,000
                    October 31, 2009          $189,000,000
                    November 30, 2009         $175,000,000
                    December 31, 2009         $176,000,000
                    January 31, 2010          $181,000,000
                    February 28, 2010         $196,000,000
                    March 31, 2010            $178,000,000
                    April 30, 2010            $172,000,000
                    May 31, 2010              $176,000,000
                    June 30, 2010             $187,000,000
                    July 31, 2010             $186,000,000
                    August 31, 2010           $191,000,000
                    September 30, 2010        $203,000,000

                   Minimum Consolidated Fixed Charge Coverage
                   Ratio for these fiscal quarter periods should
                   not be less than:

                                             Minimum Consolidated
                                             Fixed Charge
                    Fiscal Quarter Ending    Coverage Ratio
                    ---------------------    --------------------
                    June 30, 2009               4.00 to 1
                    September 30, 2009          3.40 to 1
                    December 31, 2009           3.10 to 1
                    March 31, 2010              3.20 to 1
                    June 30, 2010               3.30 to 1
                    September 30, 2010          3.20 to 1

                   Capital Expenditures during the 12-month
                   period ending March 31, 2010 should not be
                   more than $75,000,000.

Events of
Default:          Usual and customary events of default,
                   including the failure to may premium payments
                   and breach of contract.

A full-text copy of the FFH DIP Credit Agreement is available for
free at http://ResearchArchives.com/t/s?3bb3

The Debtors are granted access to the Interim DIP Loan through
the earlier of the entry of a final DIP order or June 1, 2009.

Judge Carey also allows the statutory committee of unsecured
creditors to be appointed in these cases and the Bowater Debtors
to investigate the liens of the Prepetition Lenders at an expense
not to exceed $50,000 to be shared between the creditors
committee and the Bowater Debtors.

A full-text copy of the Interim DIP Order is available for free
at http://ResearchArchives.com/t/s?3bb7

The Court will convene a final hearing on the DIP Motion on
May 15, 2009.  Parties-in-interest are given until May 8 to file
any objections or responses to the financing request.

                   About AbitibiBowater Inc.

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

                Out-of-Court Restructuring Effort

AbitibiBowater tried to renegotiate about $2.9 billion in the
debts of its Canadian unit, Abitibi-Consolidated, and
$1.8 billion of its U.S. unit, Bowater Inc.  On March 13,
AbitibiBowater and Abitibi-Consolidated commenced a
recapitalization proposal which was intended to reduce the
Company's net debt by roughly $2.4 billion, lower its annual
interest expense by roughly $162 million and raise roughly
$350 million through the issuance of new notes of ACI and common
stock and warrants of the Company.

On February 9, Bowater Finance II LLC, an indirect wholly owned
subsidiary of AbitibiBowater, commenced private offers with
respect to six series of outstanding debt securities issued by
either Bowater Incorporated or Bowater Canada Finance Corporation,
a wholly owned subsidiary of Bowater, to exchange the old notes
for new notes.  BowFin also intended for a concurrent private
offering of new 15.5% First Lien Notes due November 15, 2011, to
holders of Bowater Notes who tender notes in the exchange offers.

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

                        Bankruptcy Filing

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

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

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

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


ALERIS INTERNATIONAL: To Sell Interests in Two Private Aircraft
---------------------------------------------------------------
Aleris International Inc. is proposing to sell its undivided
interests in two aircraft to an affiliate of NetJets Inc. for
$1 million, less a 7% brokerage commission, Bloomberg's Bill
Rochelle said.

According to Bloomberg, Aleris has a 12.5% interest in a Hawker
400 XP for which it's obligated to pay NetJets $11,640 a month for
maintenance, plus $1,654 for each hour of use and $1,158 for
each hour of a ferry flight.  For its 6.25% interest in a Citation
Sovereign, Aleris pays NetJets a monthly management fee of
$11,435, plus $2,429 for each hour of use and $1,700 for each hour
of a ferry flight.

A hearing for approval of the sale is set for May 7.

Woodbridge, New Jersey-based NetJets is owned by Warren Buffett's
Berkshire Hathaway Inc.

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC a as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of Dec. 31, 2008,
the Debtors had total assets of $4,168,700,000; and total debts of
$3,978,699,000.

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


AMERICAN HOUSING: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: American Housing Foundation
                1800 S. Washington, Suite 311
                Amarillo, Tx 79102

Case Number: 09-20232

Involuntary Petition Date: April 21, 2009

Court: Northern District of Texas (Amarillo)

Petitioners' Counsel:  David R. Langston, Esq.
                       drl@mhba.com
                       Mullin, Hoard & Brown
                       P.O. Box 2585
                       Lubbock, TX 79408-2585
                       Tel: (806) 765-7491

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Robert L. Templeton            investment           $5,100,000
P.O. Box 15010
Amarillo, Tx 79105

Don Storseth                   investment           $1,850,000
Storseth Family Trust
209 S. Arthur
Amarillo, Tx 79102

Dennis Dougherty               investment           $9,000
209 S. Arthur
Amarillo, Tx 79102

Paul King                      investment           $13,500
10050 Meadowlake
Houston, Tx 77042

Frances Maddox Estate          note                 $1,000,000
PO Box 15010
Amarillo, TX 79105

Heron Land Company             investment           $700,000
PO Box 15010
Amarillo, TX 79105


AMERICAN LAFRANCE: Closing Two Plants By End of May
---------------------------------------------------
Buffalo Business First reports that an American LaFrance LLC
official said that the Company is closing two plants by the end of
May.

According to Buffalo Business, American LaFrance will shut down a
60,000-square-foot facility on Camp Road in Hamburg.  The report
says that the plant has 70 workers.

Buffalo Business relates that American LaFrance will also close a
plant in Ephrata, Pennsylvania.

Buffalo Business quoted Richard Ball, director of marketing and
sales operations for American LaFrance, as saying, "The economy
had a huge impact."

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the
oldest fire apparatus manufacturers and one of the top six
suppliers of emergency vehicles in North America.  The company
filed for Chapter 11 protection on January 28, 2008 (Bankr. D.
Del. Case No. 08-10178).  Ian T. Peck, Esq., and Abigail W.
Ottmers, Esq., at Haynes and Boone LLP, are the Debtor's proposed
Lead Counsel. Christopher A. Ward, Esq., at Klehr, Harrison,
Harvey, Branzburg & Ellers LLP, are the Debtor's proposed local
counsel.  Pepper Hamilton, LLP is the proposed counsel of the
Official Committee of Unsecured Creditors.  In its schedules of
assets and debts filed February 4, 2008, the Debtor disclosed
$188,990,680 in total assets and $89,065,038 in total debts.

American LaFrance successfully emerged from Chapter 11.  The
effective date of the Debtor's third amended plan of
reorganization occurred on July 23, 2008.

Through the Chapter 11 plan confirmed in June 2008, Patriarch
swapped its debt to ownership of American LaFrance.


B & C CORP: Can Access Fifth Third Cash Collateral Until May 22
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized, on an interim basis, B & C Corporation and its debtor-
affiliates to use the cash collateral of Fifth Third Bank until
May 22, 2009.

At the Debtors' behest, the Court also ruled that the interests of
secured lenders would be adequately protected despite the cash
collateral use.  As adequate protection, the Debtors will provide
Fifth Third replacement and additional liens.

A final hearing on the Debtor's continued use of the cash
collateral is scheduled for May 18, 2009, 9:30 a.m.  Objections
are due three business days before the final hearing.

As reported in the Troubled Company Reporter on April 21, 2009,
the Debtors are indebted to Fifth Third, as agent and lender, and
Citizens Bank of Pennsylvania, as lender, pursuant to obligations
in the Amended and Restated Credit and Security Agreement dated
June 30, 2006, as amended.

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

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

                      About B & C Corporation

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

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


B & C CORP: Section 341(a) Meeting Scheduled for June 3
-------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in B & C Corporation and its debtor-affiliates' Chapter 11 cases
on June 3, 2009, at 10:00 a.m., at First Energy Building, Atrium
Level No. 120, 76 S. Main St, Akron, Ohio.

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

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

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

B & C and certain of its affiliates filed for Chapter 11 on April
10, 2009 (Bankr. N. D. Oh. Lead Case No. 09-51455).  Brouse
McDowell LPA represents the Debtors in their restructuring
efforts.   The Company's assets and debts both range from $10
million to $50 million.


BALLY TOTAL: Seeks to Expand Scope of Deloitte's Tax Work
---------------------------------------------------------
Bally Total Fitness Holding Corporation and its debtor-affiliates
seek to expand the scope of Deloitte Tax LLP's work.

The Debtors obtained authority from the U.S. Bankruptcy Court for
the Southern District of New York to employ Deloitte as their tax
service providers, nunc pro tunc to December 15, 2008.  The firm
performed certain duties that enabled the Debtors to meet, or stay
on schedule to meet, various financial reporting and tax filing
deadlines.

As the Debtors advance in their restructuring, new projects and
tasks relating to tax issues have arisen, which necessitate
expansion of the scope of the services provided to the Debtors by
Deloitte Tax, Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis
& Frankfel LLP, in New York, tells the Court.

The Debtors ask the Court to allow Deloitte Tax to render
additional advisory and compliance services in their Chapter 11
cases, including, without limitation:

   (1) Continuing ongoing background analysis and initial
       planning of the Debtors' restructuring progress.

   (2) Conducting a study to determine the tax basis in the
       Company's assets on an entity basis.

   (3) Computing Cancellation of Debt Income and providing
       corresponding implications of debt and other liability
       restructurings on an entity basis.

   (4) Preparing a model that effects the Debtors existing
       Limitation under Section 382 of the Bankruptcy Code, the
       impact of built in gains/losses and other various elements
       of the debt restructuring.

   (5) Assisting the Debtors in determining the state
       consequences of the reorganization, specifically for
       selected states with material presence.

   (6) Performing a detailed tax stock basis study for purposes
       of executing the entity rationalization analysis without
       triggering tax issues.

Richard Bodnum, Linda Kim and David Hoffman are presently expected
to have primary responsibility for providing the Services to the
Debtors, according to Mr. Eckstein.

Pursuant to an Engagement Letter between the Debtors and Deloitte
Tax, the firm will receive a fixed annual fee of $550,000 for
services which include tax compliance services, tax provision
services, and the Additional Tax Services.  The annual fee is to
be paid based on an agreed upon schedule for an initial deposit
and monthly payments, Mr. Eckstein explains.

The Debtors will pay Deloitte Tax's professionals in accordance
with these hourly rates:

                        Rate for              Rate Range for
                        Compliance/FAS 109    Restructuring
  Billing Category      Consulting Services   Consulting Services
  ----------------      -------------------   -------------------
  Partner                      $475                  $680
  Senior Manager               $400                  $550
  Manager                      $325                  $460
  Senior Staff                 $275                  $360
  Staff                        $175                  $280

Mr. Eckstein adds that in accordance with Deloitte Tax's
estimates, the fees for the Additional Services -- which
ultimately will be based on the actual hours incurred at the
Billing Category Rates -- will amount to:

  Project                                   Fee Range
  -------                                   ---------
  Ongoing background analysis
  and initial planning                      $50,000 to $100,000

  Preparation of Tax basis
  balance sheets                            $80,000 to $120,000

  COD Income and attribute reduction        $125,000 to $165,000

  Section 382 and built-in gains/losses     $125,000 to $165,000

  State Tax Analysis

    State filing methodology                $10,000 to $15,000
                                            per state

    Legal entity rationalization            $35,000 to $50,000

    State tax implementation
    of new structure                        TBD

  Stock basis calculations                  $175,000 to $200,000

The Debtors will also reimburse Deloitte Tax for necessary out-of-
pocket expenses.

Richard Bodnum, Esq., a partner at Deloitte Tax LLP, certifies
that his firm is a "disinterested person" as that term is defined
by Section 101(4) of the Bankruptcy Code.

The Court will convene a hearing to consider the Debtors'
application on April 29, 2009.  Objections, if any, must be filed
by April 24.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling $1.376 billion and liabilities totaling
$1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BALLY TOTAL: Panel Gets Green Light to Hire Garden City
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the official committee of unsecured creditors appointed
in the bankruptcy cases of Bally Total Fitness Holding Corporation
and its debtor-affiliates to retain The Garden City Group as its
information agent, nunc pro tunc to February 2, 2009.

Specifically, GCG will:

  (i) establish and maintain an Internet-accessed Web site that
      provides, without limitation:

      * a link to the Web site maintained by Kurtzman Carson
        Consultants, as the Debtors' notice, claims and
        balloting agent, which will include the case docket and
        claims register;

      * highlights of significant events in the Debtors' cases;

      * a calendar with upcoming significant events in the
        Chapter 11 cases;

      * a general overview of the Chapter 11 process;

      * the Debtors' or the Committee's press releases, if any;

      * a registration form for creditors to request "real-time"
        updates regarding the Chapter 11 cases;

      * a form to submit creditor questions, comments and
        requests;

      * responses to creditor questions, comments and requests;

      * answers to frequently asked questions;

      * links to other relevant Web sites; and

      * the contact information for the Debtors' counsel and
        Advisors;

(ii) distribute updates regarding the Chapter 11 Cases via
      electronic mail for creditors that have registered for
      the service; and

(iii) establish and maintain an electronic mail address for
      creditors to submit questions and comments.

The firm will be paid in accordance with these hourly rates:

      Administrative                         $45 to $70
      Data Entry Processors                         $55
      Mailroom and Claims Control                   $55
      Project Administrators                 $70 to $85
      Quality Assurance Staff               $80 to $125
      Project Supervisors                   $95 to $110
      Systems & Technology Staff           $100 to $200
      Graphic Support                              $125
      Project Managers, Senior Project
       Managers, and Department Managers   $125 to $150
      Directors, Senior Consultants,
       and Assistant Vice Presidents       $175 to $250
      Senior Management                    $250 to $295

Jeffrey S. Stein, vice president of GCG, said his firm is a
"disinterested person" as that term is defined under Section
101(14) of the Bankruptcy Code.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq., at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets of $1.376 billion and liabilities of $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-
7000)


BALLY TOTAL: Court Okays Insurance Premium Agreement with AON
-------------------------------------------------------------
In the ordinary course of their business, Bally Total Fitness
Holding Corporation and its debtor-affiliates are required to
carry various insurance policies in the United States, including
(i) workers' compensation, (ii) commercial general liability, and
(iii) umbrella coverage for commercial general liability.  The
Policies provide coverage for, among other things, property and
liability risks on the Debtors' real and personal property,
liability that may arise out of the Debtors' employment practices,
and workers' compensation claims against the Debtors.

Steven J. Reisman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
LLP, in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that the Insurance Policies are essential to
the preservation of the Debtors' businesses, properties and
assets, and are also required by regulations, laws and contracts
that govern the Debtors' business conduct.

Prior to the Petition Date, the Debtors financed premiums on
certain of their policies pursuant to premium finance agreements
with third-party lenders, under which the Debtors are not required
to pay the Insurers on a lump-sum basis.

Due to the Debtors' financial condition, however, they were able
to neither renew certain Prepetition PFAs, nor obtain insurance
without upfront payment in full of all premiums.  As of the
Petition Date, the Debtors were party to one Prepetition PFA with
Standard Funding Corporation.

After obtaining the Court's approval in January 2009, the Debtors
entered into an insurance program with American International
Group and its affiliates, which included compensation, general
liability and umbrella coverage.  However, the AIG arrangement was
economically disadvantageous for the Debtors, Mr. Reisman relates.

Since the Debtors' financial condition has stabilized, they have
negotiated replacement coverage for the AIG Insurance Program,
which commenced on March 15, 2009, and will continue through
March 15, 2010.  Under the Replacement Coverage, AIG is providing
workers' compensation coverage and has agreed to accept
installment payments of premiums without further Court order.

The Policies under the Replacement Coverage total $5,167,000 in
insurance premiums, including taxes, consisting of:

  Policy Type       Underwriter                    Annual Premium
  -----------       -----------                    --------------
General Liability   Columbia Casualty Company          $3,250,000
Insurance Policy

Umbrella coverage   National Union Fire Insurance       1,800,000
                    Company of Pittsburgh, PA

To finance the payment of the Insurance Premiums, Judge Burton R.
Lifland authorized the Debtors and their insurance agent, AON
Risk Services Central, Inc., along with its affiliate AON Finance,
to enter into a premium financing agreement with AFCO, a company
specializing in insurance finance, to negotiate the terms of
financing the Insurance Premiums on a secured basis.

Mr. Reisman notes that the Debtors' entry into the PFA is pursuant
to Section 364(c)(2) of the Bankruptcy Code, under which the Court
may "authorize the obtaining of credit or the incurrence of debt-
. . . secured by a lien on property of the estate that is not
otherwise subject to a lien . . . ." if the Debtors are unable to
obtain unsecured credit allowable under Section 503(b)(1).

Essentially, the Debtors arranged for AFCO to finance the payment
of premiums for the Policies.  AON Finance issued the PFA, but has
assigned its interest in the PFA to AFCO.

The PFA provides for a cash down payment of $1,810,563, an amount
financed of $3,356,437 in seven monthly payments of $488,807 each
-- an annual percentage rate of 5.801% for payments to AON Finance
and ultimately to its assignee, AFCO, totaling $3,421,654.  In
addition, under the PFA, the Debtors grant to AON Finance and
ultimately to its assignee, AFCO, a power of attorney to cancel
the Policies financed under the PFA, in the event of a default in
payment by the Debtors.

The Court granted AON Finance's assignee, AFCO, a first and only
priority security interest in:

   (a) any and all unearned Insurance Premiums and dividends
       which may become payable under the financed Policies; and

   (b) loss payments which reduce the unearned Insurance
       Premiums, subject to any mortgagee or loss payee
       interests.

In the event that the Debtors default upon the terms of the PFA,
the automatic stay under Section 362 of the Bankruptcy Code will
be modified solely to the extent necessary to permit AFCO to
exercise any rights under the PFA, Judge Lifland ruled.

The Court further held that upon cancellation of the Policies
financed by AFCO,  any remaining amount owing to AFCO, including
reasonable attorneys' fees, will be allowable and given priority
as an administrative expense under Section 503(b) of the
Bankruptcy Code.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.

Bally Total and its affiliates filed for Chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-
packaged Chapter 11 plan.  Joseph Furst, III, Esq., at Latham &
Watkins, L.L.P., represents the Debtors in their restructuring
efforts.  As of June 30, 2007, the Debtors had US$408,546,205 in
total assets and US$1,825,941,54627 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  The Court confirmed the Plan in
September 2007.  The Plan was declared effective October 1, 2007.

Bally Total Fitness Holding Corp. and its debtor-affiliates and
subsidiaries again filed voluntary petitions under Chapter 11 on
December 3, 2008 (Bankr. S. D. N. Y., Lead Case No. 08-14818).
Their counsel is Kenneth H. Eckstein, Esq. at Kramer Levin
Naftalis & Frankel LLP, in New York.  As of September 30, 2008,
the Company (including non-debtor affiliates) had consolidated
assets totaling approximately $1.376 billion and recorded
consolidated liabilities totaling approximately $1.538 billion.

Bankruptcy Creditors' Service, Inc., publishes Bally Bankruptcy
News.  The newsletter provides gavel-to-gavel coverage of the
Chapter 11 proceedings of Bally Total Fitness Holding Corp. and
its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000)


BARCELONA LLC: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Barcelona, LLC
        5060 California Ave #1150
        Bakersfield, CA 93309

Bankruptcy Case No.: 09-13467

Chapter 11 Petition Date: April 20, 2009

Court: U.S. Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Hon. Whitney Rimel

Debtor's Counsel: Leonard K. Welsh, Esq.
                  4550 California Ave 2nd Fl
                  Bakersfield, CA 93309
                  (661) 395-1000

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/caeb09-13467.pdf

The petition was signed by Terry Moreland, member of the Company.


BARRINGTON BROADCASTING: Cut by S&P to SD on Debt Buy at 83% Off
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Barrington Broadcasting LLC to 'SD' (selective default)
from 'CCC+'.  In addition, S&P lowered the issue-level rating on
the 10.5% senior subordinated notes due 2014, co-issued by
Barrington Broadcasting Group LLC and Barrington Broadcasting
Capital Corp., to 'D' from 'CCC-'.

The rating actions reflect S&P's view that the company's recent
purchases of slightly more than half of its senior subordinated
notes outstanding at below par value constitutes a distressed
exchange and, as such, is tantamount to a default under Standard &
Poor's criteria.  Going forward, the ratings will reflect the
company's improved credit metrics as a result of the repurchases.

The repurchases will reduce debt and interest costs and improve
the company's headroom under its total leverage covenant at a time
when advertising revenues are declining steeply.

"Even with this debt reduction, our preliminary expectation is
that S&P will raise the corporate credit rating to the previous
'CCC+' level, as Barrington's ability to meet covenants at the end
of 2009 and into 2010 will still rely on a substantial moderation
of the recent advertising revenue declines and/or further
reductions in debt," said Standard & Poor's credit analyst Jeanne
Mathewson.

The company's leverage covenant steps down to 7.0x from 7.5x at
the end of 2009.  Revenues, excluding those from political ads,
declined 13% in the fourth quarter over the prior-year period.  If
declines of this magnitude continue or accelerate in 2009, S&P
believes that the company could violate its leverage covenant when
it steps down to 7.0x at the end of the year.

Barrington announced in its 10-K that it has used $11.6 million to
repurchase $67.8 million aggregate principal amount of the notes.
The company received a $16 million equity cure from its equity
sponsor, Pilot Group LP, and obtained an amendment to its credit
agreement to allow the use of up to $13 million of the
contribution to buy back its senior subordinated notes at a
discount.  After reflecting the $11.6 million already used, the
company may use an additional $1.4 million to repurchase its
senior subordinated notes.  Future purchases of such insignificant
amounts would not lead to additional rating changes.

S&P estimates that the repurchases will reduce the company's
interest expense by roughly 30%.  As a result, S&P expects
unadjusted EBITDA coverage of interest, which was 1.4x in 2008, to
improve by a little over one-half of a turn.  The repurchases
account for 54% of the original issue amount and 22% of debt
outstanding as of Dec. 31, 2008.  The repurchases improved
leverage by roughly two turns.


BI-LO LLC: $125MM Lifeline Arranged by GE, Top DIP Lender in 2008
-----------------------------------------------------------------
GE Capital, Restructuring Finance said on Monday that it led a
$125 million debtor-in-possession (DIP) credit facility to BI-LO,
LLC.  The loan will be used for working capital needs as the
company restructures under Chapter 11.  GE Capital Markets
arranged the transaction.

"The DIP facility from GE provides the liquidity and flexibility
we need in this market," said Brian Carney, CFO of BI-LO.  "GE's
extensive retail and restructuring knowledge, coupled with a great
working relationship, helped us secure capital to meet our
turnaround plans."

"Specializing in both retail and restructuring finance means GE is
uniquely positioned to provide borrowers with smarter loan
structures in short order," said Tim Tobin, managing director of
retail restructuring for GE Capital, Restructuring Finance.

In 2008, GE Capital was the number one DIP lender by volume with
approximately $2 billion committed on 21 deals.  To date in 2009,
the Restructuring Finance business has led 6 DIP financings
providing over $600 million.

             About GE Capital, Restructuring Finance

GE Capital, Restructuring Finance --
http://www.gelending.com/clnews-- is a leading provider of senior
secured loans to distressed companies supporting Chapter 11
filings, plan-of-reorganizations and out-of-court restructurings.

                         About Bi-Lo LLC

Greenville, South Carolina-based BI-LO LLC -- http://my.bi-lo.com/
-- is a chain of 215 supermarkets based in Greenville, South
Carolina.  Founded in 1964 by Frank Outlaw, the Company and its
affiliates operate supermarkets around South Carolina, North
Carolina, Georgia, and Tennessee and have about 17,000 employees.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
Betsy Johnson Burn, Esq., Frank B.B. Knowlton, Esq., George Barry
Cauthen, Esq., and Jody A. Bedenbaugh, Esq., at Nelson, Mullins,
Riley and Scarborough assist the Companies in their restructuring
efforts.  The Companies listed US$100 million to US$500 million in
assets and US$100 million to US$500 million in debts.


BLUE SINK: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Blue Sink Partnership, LLC
        1010 Johns Pointe Drive
        Winter Garden, FL 34787

Bankruptcy Case No.: 09-05114

Chapter 11 Petition Date: April 17, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Kenneth D Herron, Jr., Esq.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  Email: kherron@whmh.com

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

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

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

The petition was signed by James J. Costello, Jr., managing member
of the Company.


BOMBARDIER INC: S&P Affirms Corporate Credit Rating at 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including the 'BB+' long-term corporate credit rating, on
Montreal-based Bombardier Inc.  The outlook is stable.

"The ratings on Bombardier reflect what S&P view as the company's
steadily improving financial flexibility through debt reduction
and cash conservation, and its leading market positions in the
transportation and business aircraft segments, as well as its
improving cost efficiency, increasing product range, and
diversity," said Standard & Poor's credit analyst Greg Pau.

These positive factors are partially offset in S&P's opinion by
the severe challenges facing the aerospace business because of the
sharp decline in demand and the need for diligently adjusting
production capacity, as well as high execution risk of new
aircraft programs in the current business down cycle.

S&P believes that management's efforts to restore Bombardier's
financial health, to conserve liquidity, and to improve
profitability in the past five years have materially enhanced the
company's financial flexibility.  Such financial flexibility
would, in S&P's view, become a valuable cushion for Bombardier to
weather the current downturn, while proceeding with the aircraft
programs it deems important to enhance its long-term
competitiveness.

The aerospace industry has faced what S&P consider tremendous
challenges since fourth-quarter fiscal 2009 because of the
economic recession, more difficult aircraft financing and leasing
markets, airlines' capacity reduction, and growing pre-owned jets
inventory.  S&P understands Bombardier's aerospace division, like
other manufacturers, has also faced order deferrals and
cancellations while new orders in business jets have effectively
dried up since November 2008.

Standard & Poor's believes that the transportation division's
sizable backlog position covering 2.5 years of fiscal 2009 revenue
and continued (albeit weaker) order intake could support
Bombardier's cash flow generation as the aerospace business faces
its challenges.  Because of that, S&P thinks the continued
efficiency improvement and order execution in transportation is
likely to become even more important in the next two years.

The stable outlook reflects S&P's view that Bombardier's improved
financial measures are likely to be reversed by the challenging
business conditions in the aerospace division.  Hence, S&P
believes that headroom is reduced at the current rating level.
With its liquid resources, S&P expects Bombardier to weather the
current downturn without material deterioration in its financial
risk measures from its fiscal 2008 level.  However, S&P also
recognizes that the severity and duration of the current downturn,
which is difficult to predict, could put further pressure on
Bombardier's financial risk profile.  S&P could revise the outlook
on Bombardier to negative if the company's adjusted debt to EBITDA
exceeds 3.75x or adjusted funds from operations to debt falls
below 25%.  S&P would also consider lowering the rating upon
further deterioration of adjusted debt to EBITDA to more than 4x
or if adjusted FFO to debt falls below 20%.  The rating action, if
taken, would also reflect S&P's forward-looking view on aerospace
market conditions and what S&P considers Bombardier's ability to
adjust its capacity accordingly.  Under the current business
conditions, an upgrade or outlook revision to positive is, in
S&P's opinion, unlikely in the near term.  Nevertheless, when what
S&P views as more normal and stable market conditions return, S&P
could consider revising the outlook to positive or raising the
rating on Bombardier if the company improves its financial
measures, with adjusted debt to EBITDA falling below 2.5x and or
adjusted FFO to debt reaching 40%.


BROCCO DEVELOPMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Brocco Development Corporation
        1483 Mineral Spring Avenue
        Providence, RI 02904

Bankruptcy Case No.: 09-11432

Chapter 11 Petition Date: April 15, 2009

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Debtor's Counsel: Christopher Lefebvre, Esq.
                  Law Office of Claude Lefebvre & Sons
                  P.O. Box 479
                  Two Dexter Street
                  Pawtucket, RI 02862
                  Tel: (401) 728-6060
                  Email: court@lefebvrelaw.com

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

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

The petition was signed by John E. Brocolli, president of the
company.

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

             http://bankrupt.com/misc/rib09-11432.pdf


BROKER DEALER: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Broker Dealer Solutions, Inc.
        2000 Banks Road
        Suite 211
        Pompano Beach, FL 33063

Bankruptcy Case No.: 09-17306

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Lynn H. Gelman, Esq.
                  1450 Madruga Ave #302
                  Coral Gables, FL 33146
                  (305) 668-6681
                  Email: lynngelman@bellsouth.net

Estimated Assets: $0 to $50,000

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

A list of the Company's 8 largest unsecured creditors is available
for free at:

          http://bankrupt.com/misc/flsb09-17306.pdf

The petition was signed by Bruce Dier, president of the Company.


BRUSHFIELD 2007-1: Writedowns Cue S&P's Note Rating Cut to 'D'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of notes issued by Brushfield 2007-1 Ltd. to 'D' from
'CCC-'.

The lowered ratings follow a number of recent credit events within
the underlying portfolio.  Writedowns in the underlying reference
portfolio have caused all classes to incur a principal loss.

                         Ratings Lowered

                      Brushfield 2007-1 Ltd.

                                        Rating
                                        ------
          Class                 To                 From
          -----                 --                 ----
          A-1LB                 D                  CCC-
          A-2L                  D                  CCC-
          A-3L                  D                  CCC-
          B-1L                  D                  CCC-
          B-2L                  D                  CCC-


BUFFETS HOLDINGS: Court Confirms Plan of Reorganization
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has entered
an order confirming Buffets Holdings, Inc.'s Plan of
Reorganization.  The Plan will become effective -- and the company
will exit bankruptcy protection -- as soon as all closing
conditions to the Plan and to the company's exit financing have
been met.  Buffets expects to emerge from Chapter 11 shortly.

Buffets has received commitments totaling $117.5 million in new
first lien exit financing from various lenders, which will enable
the Company to satisfy its Chapter 11 Plan obligations and provide
working capital for ongoing operations.  In addition,
$139.8 million in second lien rollover financing will remain from
the prepetition lenders.

"We are very pleased to have passed this milestone of the Chapter
11 process, and that our emergence from bankruptcy protection is
imminent," said Mike Andrews, Chief Executive Officer of Buffets
Holdings.  "We will emerge a stronger and more financially secure
enterprise, and we look forward to building on the groundwork laid
by our approved Plan of Reorganization by continuing to improve
our operations and invest in our business."

Buffets expects to emerge from its reorganization with a stronger
balance sheet, significantly less debt, and greater resources to
operate effectively and make investments that ensure it can
continue to deliver the highest quality food, service, and value
to its guests.  Over the past fifteen months, Buffets Holdings has
focused its efforts on right-sizing the organization, including
streamlining its portfolio of restaurants and reducing operating
expenses across the business.

Mr. Andrews stated, "We are very appreciative of all of our Team
Members for their tireless commitment to this company.  It is
largely due to their hard work and dedication that we were able to
achieve what we did during the Chapter 11 process.  We are also
grateful to our creditor groups for their strong endorsement of
our Plan of Reorganization.  Finally, we thank our guests and our
business partners for their support throughout this challenging
process."

                     About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets,
Inc., which operates 626 restaurants in 39 states, comprised of
615 steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet, HomeTown Buffet, Ryan's and
Fire Mountain brands.  Buffets, Inc., employs approximately 37,000
team members and serves approximately 200 million customers
annually.

Buffets and all of its subsidiaries filed Chapter 11 protection on
January 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to 08-10158).
Joseph M. Barry, Esq., M. Blake Cleary, Esq., and Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent
the Debtors in their restructuring efforts.  The Debtors selected
Epiq Bankruptcy Solutions LLC as claims 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
Otterbourg Steindler Houston & Rosen PC and Pachulski Stang Ziehl
Young & Jones as counsels.  The Debtors' balance sheet as of Sept.
19, 2007, showed total assets of $963,538,000 and total
liabilities of $1,156,262,000.

As reported in the Troubled Company Reporter on Feb. 26, 2008, the
Court granted on February 22, 2008, final approval of the Debtors'
debtor-in-possession credit facility, consisting of $85 million of
new funding and $200 million carried over from the company's
prepetition credit facility.


CANWEST GLOBAL: Senior Lenders & 8% Noteholders Extend Waivers
--------------------------------------------------------------
Canwest Global Communications Corp.'s subsidiary, Canwest Media
Inc. (CMI), and its senior lenders have agreed to extend the
waiver of certain borrowing conditions until May 5, 2009.

The members of an ad hoc committee of 8% noteholders, which
collectively hold approximately 70% of the outstanding notes, have
also agreed not to demand payment of their notes for a period
ending May 5, 2009 to coincide with the expiry date of CMI's
waiver agreement with its senior lenders.

During the two week period, CMI's senior lenders have agreed to
provide the Company with additional access to credit.

CMI continues discussions with its senior lenders and
representatives of an ad hoc committee of 8% noteholders.

The Canadian Press relates that Canwest Global had faced a
deadline with its lenders on Tuesday.  According to the report,
Canwest Global breached the terms of a senior secured credit
facility and failed to pay interest on senior notes.  Tuesday,
says the report, was the latest deadline for a restructuring of
the senior debt and an overdue US$30.4-million payment on the
notes.

The Canadian Press states that the note payment was originally due
March 15.  The noteholders could demand repayment of
US$761 million in notes outstanding as well as the missed interest
had Canwest Global failed to make the note payment, the report
says.

                     About Canwest Global

Canwest Global Communications Corp. -- http://www.canwest.com/--
(TSX: CGS and CGS.A,) an international media company, is Canada's
largest media company.  In addition to owning the Global
Television Network, Canwest is Canada's largest publisher of
English language daily newspapers and owns, operates and/or holds
substantial interests in conventional television, out-of-home
advertising, specialty cable channels, web sites and radio
stations and networks in Canada, New Zealand, Australia, Turkey,
Indonesia, Singapore, the United Kingdom and the United States.

                         *     *     *

As reported in the Troubled Company Reporter on January 16, 2009,
Canwest Global Communications Corp. warned that based on current
revenue and expense projections, it may not be able to comply with
its existing quarterly total financial leverage ratio covenants in
fiscal 2009.  Continuation of negative conditions may affect the
Company's ability to meet certain financial covenants in its
credit facilities.  The Company is reviewing and implementing
strategies to ensure compliance with its covenants, including
strategies intended to improve profitability and reduce debt.

The TCR reported on January 19, 2009, that Standard & Poor's
Ratings Services lowered its long-term corporate credit rating on
Winnipeg, Manitoba-based Canwest Media Inc. to 'CCC+' from 'B'.
At the same time, S&P lowered the senior secured debt rating on
wholly owned subsidiary Canwest Limited Partnership to 'B-' from
'BB-'.  In addition, S&P lowered the senior subordinated debt
ratings on Canwest Media and Canwest LP to 'CCC-' from 'CCC+'.
S&P removed all ratings from CreditWatch with negative
implications, where they were placed Oct. 31, 2008.  The outlook
is negative.


CHARLES COX: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Charles A. Cox Generation Skipping Trust
        P.O. Box 531
        Sante Fe, NM 87504
        aka CAC GST Trust

Bankruptcy Case No.: 09-11998

Chapter 11 Petition Date: April 16, 2009

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Debtor's Counsel: O. Clifton Gooding, Esq.
                  The Gooding Law Firm
                  1200 City Place Building
                  204 N Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 948-1978
                  Fax: (405.948.0864
Email: cgooding@goodingfirm.com

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

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

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

The petition was signed by Hani Naser, trustee.


CHARLES TURNER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Charles Mitchel Turner, Jr.
        Carolyn Haddock Turner
        200 Campden Way
        Greenville, NC 27858

Bankruptcy Case No.: 09-03091

Chapter 11 Petition Date: April 16, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Charles Mitchel Turner, Jr., Esq.
                  200 Campden Way
                  Greenville, NC 27858

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/nceb09-03091.pdf

The petition was signed by Charles Mitchel Turner, Jr. and Carolyn
Haddock Turner.


CHARTER COMM: Wins Final OK to Limit Trading In Stock to Keep NOLs
------------------------------------------------------------------
Charter Communications, Inc., and its debtor-affiliates received
on April 15, 2009, final approval from the U.S. Bankruptcy Court
for the Southern District of New York of notification and hearing
procedures for transfers of common stock, in order to preserve the
Debtors' net operating losses (NOLs) and tax attributes.

Any purchase, sale or other transfer of common stock in Charter
Communications, Inc. or of any beneficial ownership thereof,
including options, before the effective date of a confirmed
Chapter 11 plan of reorganization in violation of the procedures
will be null and void ab initio.

Pursuant to the order, any entity who currently is or becomes a
"Substantial Shareholder" must file with the Court a declaration
of said status on or before the later of (i) May 8, 2009, which is
20 days after the date of the notice of order and (ii) 10 days
after becoming a "Substantial Shareholder."  The order defines a
"Substantial Shareholder" as any entity that has Beneficial
Ownership of at least 20 million shares of Class A Common Stock or
20 million shares of Class A and Class B Common Stock in the
aggregate.

Before effectuating any pre-effective date transfer of Common
Stock that would result in an increase or decrease in the amount
of Common Stock of which a Substantial Shareholder has Beneficial
Ownership or would result in a entity becoming or ceasing to be a
Substantial Shareholder, said Substantial Shareholder or entity
must file with the Court an advance written declaration of the
intended transfer.

The Debtors will have 15 days after receipt of a declaration of
proposed transfer to file with the Court and serve on said
Substantial Shareholder an objection to any proposed pre-effective
date transfer of Common Stock on the basis that said transfer of
Common Stock is reasonably likely to result in a pre-effective
date ownership change.

A copy of the Court's order establishing notification and hearing
procedures for transfers of Common Stock of CCI is available for
free at http://bankrupt.com/misc/CCI.NotificationProcedures.pdf

In papers filed with the Court, the Debtors related that as of
December 31, 2008, they had NOL carryforwards of approximately
$8.7 million.

Under Section 382 of the Internal Revenue Code of 1986 (as
amended), the Debtors can carry forward their NOLs to offset
future taxable income for up to 20 taxable years, thereby reducing
their aggregate tax obligations.  Such NOLs may also be utilized
by the Debtors to offset any taxable income generated by
transactions completed during the Chapter 11 cases at a combined
federal and state tax rate of approximately 40%.  The Debtors'
NOLs could result in a future tax savings of approximately
$3.4 billion.

The Debtors said that unrestricted trading in CCI common stock
could adversely affect the Debtors' NOL carryforwards if (a) too
many 5% or greater blocks of CCI common stock are created or (b)
too many shares are added to or sold from such blocks such that,
together with previous trading by 5% shareholders during the
preceding three-year period, an ownership change within the
meaning of the IRC is triggered prior to emergence and outside the
context of a confirmed Chapter 11 plan.

                   About Charter Communications

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

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

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

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

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


CHISHOLM PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Chisholm Properties of Pensacola, LLC
        PO Box 1272
        Pensacola, FL 32591-1272

Bankruptcy Case No.: 09-30782

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Northern District of Florida (Pensacola)

Debtor's Counsel: Sherry Fowler Chancellor, Esq.
                  The Law Office of Sherry F. Chancellor
                  619 West Chase St.
                  Pensacola, FL 32501
                  850-436-8445
                  Email: sherry.chancellor@yahoo.com

Estimated Assets: $0 to $50,000

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 Johnny Chisholm, managing member of the
Company.


CHRISTIAN HEYER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Christian O. Heyer
        P.O. Box 50317
        Santa Barbara, CA 93150

Bankruptcy Case No.: 09-11370

Chapter 11 Petition Date: April 16, 2009

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

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  7 W Figueroa 2nd Fl
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351
                  Email: cheryl@msmlaw.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/cacb09-11370.pdf

The petition was signed by Christian O. Heyer.


CHRYSLER FINANCIAL: Moody's Downgrades Corp. Family Rating to 'Ca'
------------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Chrysler Financial Services Americas LLC to Ca from Caa2,
following Moody's downgrade of Chrysler Automotive, LLC's
corporate family rating to C from Ca.  Chrysler Financial's rating
outlook is negative.

The downgrade of Chrysler Financial's ratings reflects the effects
of the continued erosion in the Chrysler franchise and the
potential effects that a Chrysler bankruptcy could have on
Chrysler Financial's credit profile, particularly its asset
quality and profitability.  Chrysler Financial's ratings are tied
to those of Chrysler due to its business concentrations with the
company and also due to the common ownership of Chrysler Financial
and Chrysler by Chrysler Holdings.  Chrysler Financial's negative
outlook considers the effect on the firm's operating prospects of
Chrysler's weakened condition, adverse employment and other macro-
economic trends, and constrained access to funding sources.

Chrysler Financial's performance has been negatively affected by
higher loss severity on defaulted loans and impairment of leases
and retained interests.  Though used car values improved in the
first quarter of 2009, Moody's believes that a Chrysler bankruptcy
could result in a significant deterioration in the value of
Chrysler vehicles, which would lead Chrysler Financial to record
significant operating lease impairment charges and residual
losses, much higher defaults in its dealer floorplan portfolio,
and elevated loss severity in its retail loan portfolio. The firm
has taken steps to strengthen underwriting and collections
practices, but these efforts are insufficient to avoid the
potentially significant negative consequences associated with a
Chrysler bankruptcy, in Moody's view.

Ratings affected by Moody's rating action include:

  -- Corporate Family Rating: to Ca from Caa2
  -- Sr. Secured Revolving Credit Facility: to Ca from Caa2
  -- Sr. Secured Term Loan B: to Ca from Caa2
  -- Sr. Secured Second Lien Term Loan: to C from Caa3

In its last rating action on December 3, 2008, Moody's downgraded
Chrysler Financial's corporate family rating to Caa2 from B3 and
assigned a negative outlook.

Chrysler Financial Services Americas LLC, headquartered in
Farmington Hills, Michigan, is engaged in consumer and commercial
auto finance.


CHRYSLER LLC: Moody's Downgrades Corporate Family Rating to 'C'
---------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating and
Probability of Default Rating of Chrysler LLC to C from Ca.
Moody's also reassessed the company's estimated family recovery
rate in the event of default.  This recovery rate was lowered to
20% from 50%.

The downgrade of the CFR and PDR to C reflect the certainty that
Chrysler will undertake a debt restructuring that Moody's would
view as a default for rating purposes or will file for bankruptcy.
The reduction in the estimated family recovery to 20% reflects the
impact that the unprecedented erosion in the North American auto
markets is having on Chrysler's ongoing viability, and on the
value of its tangible assets and its various brands.  Moody's
believes that the company's inability to finalize the debt
restructuring that was one of the conditions of the government
bailout loans extended to the company in December is due, in part,
to this erosion in value.

Consistent with the framework of Moody's Loss Given Default
methodology, the reduction in Chrysler's PDR to C and the family
recovery rate to 20% contributed to a downgrade of the company's
secured first-lien credit facility to Ca from Caa3 and secured
second-lien credit facility to C from Ca.  Chrysler's family
recovery rate of 20% compares with rates of 30% for General Motors
and 40% for Ford.

The last rating action on Chrysler was a downgrade of its
Corporate Family Rating to Ca on December 3, 2008.


CHRYSLER LLC: Treasury Proposes 22% Payment & 5% Stake to Lenders
-----------------------------------------------------------------
The U.S. Treasury Department is proposing that banks and other
lenders accept as payment 22% of the $6.9 billion Chrysler LLC
owes them plus a 5% equity stake in the Company, Jeffrey McCracken
at The Wall Street Journal reports, citing people familiar with
the matter.

WSJ states that the government now offers lenders $1.5 billion of
the $6.9 billion owed them by Chrysler.

As reported by the Troubled Company Reporter on April 22, 2009,
the lenders rejected the Treasury's request that they reduce 85%
of Chrysler's $6.9 billion secured debt.  President Barack Obama
and the auto task force had requested that the lenders cut the
debt to $1 billion, while gaining no equity stake in a
restructured Chrysler.  The lenders, describing the government's
proposal as unfair, instead proposed to cut 35% of Chrysler's debt
in exchange for a minority stake in the Company and a seat on its
board.  The lenders also demanded that Fiat SpA inject $1 billion
in capital into Chrysler in exchange for whatever equity stake it
would gain.

WSJ relates that under the recent government proposal, the UAW,
which Chrysler owes about $10.6 billion for retiree health-care
costs, would get $1 billion this year and $2 billion in 2010 plus
a stake in the restructured Chrysler.

          Bankruptcy Now 95% Certain, CSM Analyst Says

Citing CSM Worldwide Inc. global forecasting chief
Michael Robinet, Mike Ramsey at Bloomberg News Chrysler has a 95%
probability of filing for bankruptcy.

According to Bloomberg, Mr. Robinet said that the likeliest
outcome of Chrysler's bankruptcy filing would be the purchase of
some factories and brands by automakers like Fiat SpA.  Mr.
Robinet said that Fiat would likely have an advantage over other
bidders on assets in a bankruptcy sale, as the company is already
working with Chrysler to prepare for an alliance, Bloomberg
states.

Bloomberg states that Chrysler is still working to close
differences with the Canadian Auto Workers union about lowering
hourly labor costs by C$19 from C$76.

                          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.


CHRYSLER LLC: Bankruptcy Filing 95% Probable, CSM Analyst Says
--------------------------------------------------------------
CSM Worldwide Inc. Global Forecasting Chief Michael Robinet said
that Chrysler LLC has a 95% probability of filing for bankruptcy,
a report by Mike Ramsey at Bloomberg News said.

According to Bloomberg, Mr. Robinet said that the likeliest
outcome of Chrysler's bankruptcy filing would be the purchase of
some factories and brands by automakers like Fiat SpA.  Mr.
Robinet said that Fiat would likely have an advantage over other
bidders on assets in a bankruptcy sale, as the company is already
working with Chrysler to prepare for an alliance, Bloomberg
states.

Bloomberg states that Chrysler is still working to close
differences with the Canadian Auto Workers union about lowering
hourly labor costs by C$19 from C$76.

                          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.


CHRYSLER LLC: Should Avoid Liquidation, Michigan Lawmakers Say
--------------------------------------------------------------
Democratic Members of Congress from Michigan including the eight
Members of the U.S. House of Representatives and the two Michigan
Senators on April 22, 2009, met with Rahm Emanuel, White House
Chief of Staff and Larry Summers, Director of the White House's
National Economic Council, at the White House to discuss the
ongoing restructuring of Chrysler LCC and General Motors.

After the meeting, the 10 Michigan Democrats said in a joint
statement, "First, we want to thank President Obama and his team
at Treasury and the Auto Task Force for working towards the goal
of a strong, viable and competitive domestic auto industry.

"Today's meeting was a good one.  With the deadline for Chrysler
set for April 30, we discussed the positive opportunity presented
by the alliance with Fiat and our commitment to pursuing that
result.  We spoke frankly about our very serious concerns about
bankruptcy for Chrysler and GM, and the Administration spoke
frankly about their continued efforts to see Chrysler and GM
emerge from restructuring through an out-of-court process.  The
Administration is working diligently to help these companies reach
agreement with all of their stakeholders, including the secured
lenders to Chrysler and GM's bondholders.  We all recognize,
however, that the Administration and the companies must continue
to prepare contingency plans to avoid liquidation or a protracted
restructuring process should the ongoing negotiations for out-of-
court resolution fail.

"We look forward to continuing to work with the President and his
Administration, as well as our Republican colleagues from Michigan
and concerned Members of Congress from all across the country, to
bring about an out-of-court resolution for Chrysler and GM that
preserves the most number of jobs for our future."

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.

The Special Inspector General said in an April 21 report 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.

                     Structured Bankruptcy

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

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

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

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

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

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

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

                         About Chrysler

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.


CIRCUIT CITY: Bid Protocol Approved; Auction Sale Set for May 11
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia has
approved (i) procedures for the sale of Circuit City Stores West
Coast, Inc., and Circuit City Stores, Inc.'s intellectual
property, internet-related property and customer information, and
(ii) a "stalking horse" agreement with Systemax Inc.

Pursuant to the sale procedures, the Debtors will still be
accepting offers for their intellectual property assets.
Competing bids are due no later than 5:00 p.m. Eastern on May 6,
2009.  In order to have a "qualified bid", an interested party
must provide a bid that, among other things, exceeds the stalking
horse bid by $350,000.  Systemax, the stalking horse bidder, has
offered $6.5 million in cash plus a share in future revenues.

If the Debtors receive qualified bids in addition to Systemax's,
an auction will be conducted at the offices of Skadden, Arps,
Slate, Meagher & Flom, LLP, 4 Times Square, New York, NY 10036,
commencing at 10:00 a.m. Eastern on May 11, 2009.

A sale hearing will be held on May 13, 2009, at 10:00 a.m. Eastern
at which date and time, the Sellers will seek approval of the
successful bid.  Objections, if any, to the approval of the sale
are due before May 12, 2009, at 4:00 p.m. Eastern.

The Court has authorized Circuit City to pay a $250,000 break-up
fee and expense reimbursement not to exceed $75,000 to Systemax if
the Debtors consummate a sale transaction with another party.

As reported in the Troubled Company Reporter on April 15, 2009,
Systemax Inc. signed a "stalking horse" agreement to purchase
selected assets of Circuit City's e-commerce business for
$6.5 million in cash plus a share of future revenue generated
utilizing those assets over a 30-month period.

A full-text copy of the Court's Bid Procedures Order is available
at http://bankrupt.com/misc/Circuit.BPOrder.pdf

                     About Circuit City Stores

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

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

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

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

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


CITIGROUP INC: Investors Rebuke Directors on Losses
---------------------------------------------------
Some shareholders lashed out at directors on Citigroup Inc.'s
losses and for failing to adequately protect the Company from the
credit crisis and recession, David Enrich and Matthias Rieker at
The Wall Street Journal report.

WSJ relates that during an annual meeting at a Manhattan hotel,
Citigroup's slate of directors had been handily elected, with each
director receiving at least 70% of the votes cast.

WSJ quoted Citigroup CEO Vikram Pandit as saying, "The vital signs
of Citi are improving."  As reported by the Troubled Company
Reporter on April 20, 2009, Citigroup reported net income for the
first quarter of 2009 of $1.6 billion.  WSJ relates that Citigroup
has vowed that further changes will come soon.

According to WSJ, Citigroup chairman Richard Parsons urged
shareholders with personal financial problems to visit a table
staffed by employees that will help them cut their debt loads.

                         About Citigroup

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

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


COLBY MANAGEMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Colby Management Group, LLC
        Post Office Drawer 99
        Corolla, NC 27927-0099

Bankruptcy Case No.: 09-03120

Chapter 11 Petition Date: April 17, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

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

          http://bankrupt.com/misc/nceb09-03120.pdf

The petition was signed by Pamela E. Colby, managing member of the
Company.


COMMERCIAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Commercial Capital, Inc.
        8101 E. Prentice Avenue, Suite M202
        Englewood, CO 80111

Bankruptcy Case No.: 09-17238

Type of Business: The Debtor is a commercial real estate lender
                  and investment partner, which engage in short-
                  term commercial mortgage.

                  http://www.commercialcapitalinc.com/

Chapter 11 Petition Date: April 22, 2009

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Robert Padjen, Esq.
                  rp@jlrplaw.com
                  Laufer and Padjen LLC
                  5290 DTC Parkway, Suite 150
                  Englewood, CO 80111
                  Tel: (303) 830-3173

Estimated Assets: $100 million to $500 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Vastola, Alfonso               Credit            $1,933,886
916 Greenway Lane
Castle Rock, CO 80108

Sikka, Vinay                   Credit            $1,165,638
14573 E. Mississippi Ave.
Aurora, CO 80012

Skorka, Michael L.             Credit            $1,127,630
5410 Pine Ridge Road
Golden, CO 80403

Weisberg, Gene                 Credit            $1,035,463
333 S. Monroe St. #405
Denver, CO 80209

Blaikie, Gordon                Credit            $826,005

Mutual of Omaha                Credit            $676,951

Haws, Michael                  Credit            $632,000

Kemp Hanley                    Credit            $618,700

Tamarack Properties            Credit            $600,000

Agave Resources, LLC           Credit            $590,000

Pamela A. Wilson Trust         Credit            $570,625

Fielder, Frederick A.          Credit            $543,750

Montoya, Pete M.               Credit            $380,360

Appelbaum, Henry R.            Credit            $375,000

Gold, Helen                    Credit            $366,025

Wetzbarger, Michael            Credit            $350,000

RB Innovations                 Credit            $332,391

Duffy, Duane                   Credit            $312,500

Tamara S. Johnson-Baack IRA    Credit            $295,000

Vastola, Rose Marie            Credit            $265,833

The petition was signed by Matt Witt, president.


CONDO USA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Condo USA, LLC
        3233 N 37th Street
        Phoenix, AZ 85018

Bankruptcy Case No.: 09-07933

Chapter 11 Petition Date: April 20, 2009

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

Judge: Judge Sarah Sharer Curley

Debtor's Counsel: Mary B. Martin, Esq.
                  Lane & Nach, P.C.
                  2025 North Third Street, Suite 157
                  Phoenix, AZ 85004
                  602-258-6000
                  Fax: 602-258-6003
                  Email: mary.martin@lane-nach.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 Yuin Kim, member of the Company.


COURIER TRANSPORTATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Courier Transportation Services, Inc.
        402 S. Ellis Road
        Jacksonville, FL 32254

Bankruptcy Case No.: 09-02912

Chapter 11 Petition Date: April 15, 2009

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Richard R. Thames, Esq.
                  Stutsman Thames & Markey, P.A.
                  50 N Laura Street, Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000
                  Email: rrt@stmlaw.net

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

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

The petition was signed by Timothy L. Petty, secretary of the
Company.

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

              http://bankrupt.com/misc/flmb09-02912.pdf


DAYTON SUPERIOR: Bondholders Group Offers Loan "Superior" to GE's
-----------------------------------------------------------------
Jacqueline Palank at Dow Jones Newswires reports that a group of
Dayton Superior Corp. bondholders is opposing the Company's
proposed $165 million bankruptcy loan from General Electric
Capital Corp.

Dow Jones relates that the objecting bondholders, which together
holds more than 60% of Dayton Superior's outstanding bond debt,
are offering to provide a "superior" financing package.  Dayton
Superior is wrongly proceeding with a financing package that's
"unfair" to its creditors despite the group's efforts to assist
the Company with its restructuring, the report says, citing Dayton
Superior.

The Bondholders said in court documents, "The bondholders' DIP
proposal actually offers more favorable economic terms than the GE
DIP for which the debtor seeks approval.  The bondholders' DIP
proposal is superior to the GE DIP proposal in every material
respect."  Dow Jones relates that bondholders OCM Principal
Opportunities Fund IV LP, Whippoorwill Associates, and Solus
Alternative Asset Management take issue with the fact that the
proposed DIP loan "rolls up" Dayton Superior's $111 million in
existing debt on a pre-bankruptcy loan from GE Capital into the
$165 million DIP loan.  The Bondholders, according to Dow Jones,
said that a roll-up:

     -- is "unnecessary" because they're offering to provide an
        alternative financing package without any roll-ups;

     -- will elevate GE Capital's $160 million-plus claim to a
        high priority, forcing Dayton Superior to confront a hefty
        claim that must be in paid in full before it may exit
        bankruptcy protection; and

     -- is likely to hinder Dayton Superior's eventual emergence
        from bankruptcy as the Debtor will face the hurdle of
        repaying $160 million directly to GE prior to any exit
        from Chapter 11.

Dow Jones states that the Bondholders said that the $55 million
DIP loan that they are offering lacks a roll-up and provides
increased liquidity, lower pricing, greater flexibility for Dayton
Superior's exit from Chapter 11 protection, and more flexible
covenants.  The bondholders said that their loan wouldn't put
their liens at a higher priority than Dayton Superior's existing
secured lenders, and the loan plan already has the support of the
lenders who provided Dayton Superior's $100 million pre-bankruptcy
term loan, Dow Jones relates.

According to Dow Jones, lenders DK Acquisition Partners LP and
Silver Point Capital LP expressed their support for the
Bondholders' loan when they filed their own objection to the GE
Capital financing proposal.  "It commits the same $55 million of
new money to fund the debtor's operations, with fewer conditions
on, and more flexibility with respect to, availability of these
funds than under the GE DIP proposal," the report quoted the
lenders as saying.  Dow Jones, citing the lenders, states that the
7.5% interest rate on the Bondholders' loan is about half of GE
Capital's 15.25% interest rate.

                       About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation --
http://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.


DBSI INC: Court Extends Plan Filing Period to June 4
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended until June 4, DBSI Inc.'s exclusive period to propose a
Chapter 11 plan, Bloomberg's Bill Rochelle said.

As reported by the TCR on April 15, 2009, a former head of the
U.S. Justice Department's fraud unit was selected to investigate
DBSI Inc.  Joshua Hochberg, a lawyer with McKenna Long & Aldridge
LLP in Washington, has been tasked to investigate allegations by
the State of Idaho Department of Finance that DBSI was involved in
"numerous fraudulent securities transactions that have defrauded
hundreds of creditors."  Idaho authorities said DBSI's business
"mirrors a Ponzi scheme" and involved "$2 billion in allegedly
fraudulent securities transactions."   Mr. Hochberg served as
examiner for Refco Inc., the liquidated futures broker whose Chief
Executive Officer Phillip Bennett and President Tone Grant were
given prison sentences of 16 years and 10 years, respectively.

                         About DBSI Inc.

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


DE ANGELIS LANDSCAPE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: De Angelis Landscape, Inc.
        22425 Van Horn Rd.
        Woodhaven, MI 48183

Bankruptcy Case No.: 09-52352

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Judge Steven W. Rhodes

Debtor's Counsel: Charles D. Bullock, Esq.
                  Stevenson & Bullock, P.L.C.
                  29200 Southfield Rd.
                  Suite 210
                  Southfield, MI 48076
                  (248) 423-8200
                  Fax: (248) 423-8201
                  Email: cbullock@gatecom.com

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

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/mieb09-52352.pdf

The petition was signed by James M. DeAngelis, president of the
Company.


DELTA AIR: $794 Mil. Net Loss Won't Affect S&P's 'B' Rating
-----------------------------------------------------------
Delta Air Lines Inc. (B/Negative/--) reported a substantial first-
quarter 2009 $794 million net loss, hurt by $684 million of fuel
hedge losses.  However, the company generated more than
$600 million of operating cash flow and maintained liquidity
(unrestricted cash and bank line availability) of $5 billion, a
minimum level below which S&P has said that S&P could lower
ratings. Standard & Poor's Ratings Services said that the results
do not affect S&P's rating or outlook on Delta.

Management now forecasts year-end liquidity of $6 billion to
$6.5 billion, lower than the previous guidance of $7 billion, but
still adequate.  Despite the large first-quarter loss (and
material, though lower, hedge losses expected in the second
quarter), the company forecasts a full-year profit, as fuel hedges
roll off in the second half and synergies from the 2008 merger
with Northwest Airlines Corp. (B/Negative/--) accelerate.
Overall, the financial outlook is somewhat weaker than previous
expectations, and the target of a 2009 profit may prove
challenging.  Still, the operating results and liquidity should
improve in absolute terms going forward, supporting the current
rating.


DENNY'S HOLDINGS: Moody's Downgrades Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Denny's Holdings Inc.'s
Corporate Family Rating and Probability of Default Rating to B2
from B1.  Moody's also lowered the senior unsecured ratings of
Denny's to Caa1 (LGD 5, 81%) from B3 (LGD 5, 84%).  In addition,
the Ba2 senior secured ratings of Denny's Inc. and SGL-3
speculative grade liquidity of Denny's were affirmed.  The outlook
is stable.

Ratings downgraded and LGD estimates revised are:

Denny's Holdings Inc.

  -- Corporate Family Rating to B2 from B1

  -- Probability of Default Rating to B2 from B1

  -- $175 million, 10% guaranteed senior unsecured notes due
     October 1, 2012 to Caa1 (LGD5, 81%) from B3 (LGD 5, 84%)

Ratings affirmed and LGD assessments revised are:

Denny's Inc.

  -- $50 million senior secured revolving credit facility, due
     12/15/2011 rated Ba2 (LGD 2, 15% from LGD2, 19%)

  -- $260 million senior secured term loan, due 3/31/2012 rated
     Ba2 (LGD 2, 15% from LGD2, 19%)

  -- $40 million senior secured letter of credit facility, due
     3/31/2012 rated Ba2 (LGD 2, 15% from LGD2, 19%)

Denny's Holdings Inc.

  -- SGL-3 Speculative grade liquidity rating.

The outlook is stable.

"Although Denny's has reduced funded debt levels over the past
several years, weakening operating performance due to
deterioration in consumer spending and intense competition has
resulted in debt protection metrics that are more representative
of the revised ratings" stated Bill Fahy, Senior Analyst.

The affirmation of the senior secured ratings reflect the lower
percentage of total secured debt in the capital structure as the
company has repaid borrowings under its secured term loan.  This
has created a relatively larger cushion of more junior debt in the
capital structure than existed in the past.

The B2 CFR reflects Denny's high leverage and modest coverage
metrics, as well as Moody's view that the cushion under its
financial covenants is modest and may require the company to seek
amendments from its lenders.  The ratings are supported by Denny's
reasonable level of brand awareness in its core markets,
meaningful scale with approximately 1,550 units, and adequate
liquidity.

The stable outlook reflects Moody's view that Denny's will
maintain a level of operating performance and debt protection
measures that are appropriate for its ratings and that the
company's liquidity will remain adequate.

The most recent rating action on Denny's was the affirmation of
the ratings and the assignment of a negative outlook on June 26,
2008.

Denny's Holdings, Inc., headquartered in Spartanburg, South
Carolina, owns, operates and franchises full-service family dining
restaurants.  Annual revenues are approximately $760 million.


DIAGNOSTIC CENTER: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Diagnostic Center for Disease Leasing, LLC
            fka Diagnostic Center for Disease, LLC
        1250 Tamiami Trail
        Suite 101 N
        Sarasota, FL 34239

Bankruptcy Case No.: 09-07832

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Timothy W. Gensmer, Esq.
                  Timothy W Gensmer, PA
                  2831 Ringling Blvd
                  Suite 202-A
                  Sarasota, FL 34237
                  941-952-9377
                  Email: timgensmer@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
21 largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/flmb09-07832.pdf

The petition was signed by Ronald E. Wheeler, M.D., manager of the
Company.


DORIS PANOS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Doris Panos Designs, Ltd.
        130 Old East Neck Road
        Melville, NY 11747

Bankruptcy Case No.: 09-72685

Chapter 11 Petition Date: April 17, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Richard G. Gertler, Esq.
                  Thaler & Gertler LLP
                  90 Merrick Avenue, Suite 400
                  East Meadow, NY 11554
                  Tel: (516) 228-3553
                  Fax: (516) 228-3396
                  Email: gertler@thalergertler.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/nyeb09-72685.pdf

The petition was signed by Doris Panos, President of the company.


DRIGGERS BODY: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Driggers Body Co., Inc.
           dba Driggers Auto Body
        3526 North Pearl St.
        Jacksonville, FL 32206

Bankruptcy Case No.: 09-03069

Chapter 11 Petition Date: April 20, 2009

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Robert D Wilcox, Esq.
                  Wilcox Law Firm
                  Enterprise Park
                  4190 Belfort Road, Suite 315
                  Jacksonville, FL 32216
                  904-281-0700
                  Fax: 904-513-9201
                  Email: rwilcox@wilcoxlawfirm.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 list of 7
largest unsecured creditors, is available for free at:

          http://bankrupt.com/misc/flmb09-03069.pdf

The petition was signed by Edward L. Driggers, agent of the
Company.


ELLI IMANPOUR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Elli E. Imanpour
        10604 NE 46th St.
        Kirkland, WA 98033

Bankruptcy Case No.: 09-13627

Chapter 11 Petition Date: April 16, 2009

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

Judge: Karen A. Overstreet

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

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/wawb09-13627.pdf

The petition was signed by Elli E. Imanpour.


EMMIS COMM: Cut By S&P to SD on Loan Buyback at 55% of Par Value
----------------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its
corporate credit rating on Emmis Communications Corp. and Emmis
Operating Co. to 'SD' from 'CCC+'.

"At the same time, S&P lowered its issue-level rating on Emmis
Operating Co.'s secured credit facilities to 'D' from 'CCC+',"
said Standard & Poor's credit analyst Michael Altberg.  The
recovery rating remains unchanged at '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default.

Finally, S&P placed its rating on Emmis Communications' preferred
stock on CreditWatch with negative implications.

The downgrade follows the company's completion of a Dutch tender
offer for its senior secured bank debt.  On April 17, 2009, Emmis
used $18.9 million of cash to retire $34.4 million face value of
its term loan.  The company had offered to use up to $45 million
to buy back its term loan debt at a range of 45% to 55% of par
value.  The tender offer represents a significant discount to the
par amount of the outstanding secured debt.  S&P has deemed the
transaction as distressed and, thus, tantamount to a default as
per Standard & Poor's criteria.  S&P has taken this view in light
of the company's highly leveraged financial profile, as well as
uncertainty regarding the ultimate outcome of the company's
decision to hire Blackstone Advisory Services L.P. to explore a
potential amendment or restructuring.  Under the amended credit
agreement, the company many use up to $50 million for subpar
repurchases.  For this reason, S&P would not be surprised to see
subsequent tender offers over the near term.

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

S&P expects to revise its ratings in the next few days to reflect
S&P's reassessment of Emmis' capital structure and operating
outlook.  Because of the small amount of debt tendered and the
minimal effect on Emmis' credit profile, the transaction has not
alleviated S&P's concern regarding a potential financial covenant
violation over the near term.  For this reason, S&P believes it's
highly likely that the company will need to obtain an amendment,
which poses risk under current credit market conditions.
Covenants tighten May 31, 2009, creating, in S&P's view, a degree
of urgency to bank negotiations.  It is S&P's preliminary
expectation that S&P will raise the corporate credit rating to
'CCC' following S&P's assessment of the company's post-tender
capital structure.


EMMIS OPERATING: S&P Cuts Corporate Credit Rating to 'SD'
---------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its
corporate credit rating on Emmis Communications Corp. and Emmis
Operating Co. to 'SD' from 'CCC+'.

"At the same time, S&P lowered its issue-level rating on Emmis
Operating Co.'s secured credit facilities to 'D' from 'CCC+',"
said Standard & Poor's credit analyst Michael Altberg.  The
recovery rating remains unchanged at '4', indicating S&P's
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default.

Finally, S&P placed its rating on Emmis Communications' preferred
stock on CreditWatch with negative implications.

The downgrade follows the company's completion of a Dutch tender
offer for its senior secured bank debt.  On April 17, 2009, Emmis
used $18.9 million of cash to retire $34.4 million face value of
its term loan.  The company had offered to use up to $45 million
to buy back its term loan debt at a range of 45% to 55% of par
value.  The tender offer represents a significant discount to the
par amount of the outstanding secured debt.  S&P has deemed the
transaction as distressed and, thus, tantamount to a default as
per Standard & Poor's criteria.  S&P has taken this view in light
of the company's highly leveraged financial profile, as well as
uncertainty regarding the ultimate outcome of the company's
decision to hire Blackstone Advisory Services L.P. to explore a
potential amendment or restructuring.  Under the amended credit
agreement, the company many use up to $50 million for subpar
repurchases.  For this reason, S&P would not be surprised to see
subsequent tender offers over the near term.

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

S&P expects to revise its ratings in the next few days to reflect
S&P's reassessment of Emmis' capital structure and operating
outlook.  Because of the small amount of debt tendered and the
minimal effect on Emmis' credit profile, the transaction has not
alleviated S&P's concern regarding a potential financial covenant
violation over the near term.  For this reason, S&P believes it's
highly likely that the company will need to obtain an amendment,
which poses risk under current credit market conditions.
Covenants tighten May 31, 2009, creating, in S&P's view, a degree
of urgency to bank negotiations.  It is S&P's preliminary
expectation that S&P will raise the corporate credit rating to
'CCC' following S&P's assessment of the company's post-tender
capital structure.


ERIC N BROWN TORRES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Eric N Brown Torres and Yvonne R. Froyland Marchand
        La Villa De Torrimar
        453 Rey Luis
        Guaynabo, PR 00969
        Tel: (787) 312-1983

Bankruptcy Case No.: 09-03076

Chapter 11 Petition Date: April 18, 2009

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  Fuentes Law Offices
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  Email: alex@fuentes-law.com

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

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

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

          http://bankrupt.com/misc/prb09-03076.pdf

The petition was signed by Mr. Torres and Ms. Marchand.


EUROFRESH INC: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------
EUROFRESH INC., also known as EuroFresh Farms, and an affiliate
said that several events and circumstances that, when combined
with the fact that they are significantly over-leveraged, have
made reorganization of their capital structure through the Chapter
11 process necessary.

Eurofresh Inc. and an affiliate Eurofresh Produce Ltd., filed
voluntary petitions for relief under Chapter 11 before the U.S.
Bankruptcy Court for the District of Arizona on April 21.

Frank Van Straalen, executive vice president of operations of
Eurofresh, relates that in 2005, Eurofresh undertook a
recapitalization under which it assumed $60 million in new secured
debt and $214.15 million in unsecured debt.  Some of this new debt
allowed the Debtors to expand their operations significantly, with
production capacity growing from 220 acres in 2005 to 318 acres in
2008, resulting in an increase in greenhouse-related revenues from
$114.6 million to $148.7 million.

"Unfortunately, despite the Debtors' increase in capacity, the
Debtors began experiencing significant declines in production and
productivity due to the presence of certain diseases or
infestations attacking the tomato crops as well as labor
shortages," Mr. Straalen said.

The Company said it experienced labor shortages, particularly at
its Willcox, Arizona.  The Debtors began to experience a labor
shortage in 2006 and 2007 as changes in immigration policy made it
more difficult for them to retain their legal immigrant labor pool
as the pool of illegal immigrant labor in the area surrounding the
Facilities shrank, creating higher overall demand for legal
immigrant labor.

EFI is currently the subject of an investigation by the U.S.
Department of Labor for violations of restrictions under an H2A
program.  The Company relied on guest workers in the United States
pursuant to H2A visas.

The Company has 706 employees and 286 contract laborers. In
addition, the Debtors utilize approximately 351 inmates pursuant
to an inmate work contract between Eurofresh, Inc. and the
Arizona Department of Corrections.

Prior to filing for bankruptcy, the Debtors missed interest
payments owing to holders of $300 million in both secured debt and
unsecured notes.

With the bankruptcy filing, a broad "stay" automatically goes into
effect that prohibits creditors from taking or continuing most
actions to collect money or property from the Debtors, including
the commencement or continuation of any judicial proceedings in
any court other than the Bankruptcy Court.

According to Arizona Daily Star, Eurofresh CEO Dwight Ferguson
said in a statement that the Company expects to submit its plan
during May and complete its financial reorganization during the
third quarter of 2009.  Arizona Daily quoted Mr. Ferguson as
saying, "This reorganization will enable Eurofresh to continue to
operate profitably and effectively, with minimal disruption to our
business.  The restructuring also will enable us to dramatically
improve our capital structure and become a more financially
healthy company, so that we can continue to invest in and support
our long-term business objectives."

                       About Eurofresh Inc.

Eurofresh Inc. grows tomatoes and cucumbers in seven state-of-the-
art greenhouse facilities with over 318 acres under glass.  EFI
markets its products directly to major U.S. food retailers and to
food wholesalers under the label "Eurofresh Farms" and "Sweet
Star". Six of EFI's greenhouses, covering 274 acres, are
located in Willcox, Arizona and one greenhouse covering 44 acres
is located in Snowflake, Arizona.

EFI and its affiliate Eurofresh Produce Ltd. filed for Chapter 11
on April 21, 2009 (Bankr. D. Az. Lead Case No. 09-07970).   The
Debtors have engaged Craig D. Hansen, Esq., and Sean T. Cork,
Esq., at Squire, Sanders & Dempsey LLP, as bankruptcy counsel.
They have also tapped Kurtzman Carson Consultants as claims agent.
In its bankruptcy petition, Eurfresh says it has assets of $50
million to $100 million and debts of $100 million to $500 million.


EUROFRESH INC: Debt-for-Equity Plan Due May 18; Exit By Aug. 31
---------------------------------------------------------------
Prior to filing for bankruptcy, Eurofresh Inc. negotiated terms of
a Chapter 11 plan with holders of its unsecured senior notes.

Eurofresh owes $42.5 million in Term A loans and $9.9 million in
Term B loans under a credit facility provided by lenders led by
Silver Point Finance, LLC.  Eurofresh also owes $14.5 million to
an affiliate of Silver Point pursuant to lease agreement with
respect to a facility in Snowflake, Arizona (Navajo County).  The
Debtors' obligations to Silver Point loans are backed a blanket
lien on substantially all of the Debtors' assets.  On March 31,
2009, the Debtors failed to make a scheduled interest payment on
the Existing Credit Facility.

In December 2005, as part of a comprehensive recapitalization of
EFI, the Debtors issued $170,000,000 in principal amount of 11.5%
Senior Notes Due in 2013.  On January 15, the Debtors failed to
make an interest payment for these notes, which are unsecured.
Also in December of 2005, the Debtors issued $44,147,000 in
principal amount of 14% Senior Subordinated Discount Notes Due in
2014, receiving gross proceeds of $25,000,000.  No payments are
due on these notes -- which are subordinated to the senior notes -
- until Jan. 15, 2010.

Aside from the $300 million in both secured debt and unsecured
notes, the Debtors owe $10.3 million in prepetition general
unsecured claims.

                       Noteholder Term Sheet

"In order to avoid damage to the Debtors' business and loss of
critical customers, stabilization of the Debtors' operations and
business is critical," relates Frank Van Straalen, executive vice
president of operations.

Accordingly, the Debtors believe that they must move aggressively
towards confirmation of a plan that significantly reduces its
debt.  To this end, the Debtors engaged in significant prepetition
negotiations with a group of senior noteholders representing more
than 66 2/3% in amount of the Senior Notes and subordinated
noteholders representing in excess of a majority in amount of the
Subordinated Notes, and on April 20, 2009, a term sheet was
executed by the Debtors, the Signing Noteholder and Johan Van Den
Berg.  The Noteholder Term Sheet provides for the conversion of
approximately $210 million in debt to equity, along with the
infusion of $10 million in new money, $7.5 million of which will
go to pay down the amounts owing under the Credit Facility.

The Noteholder Term Sheet provides for these milestones:

   -- The Debtors will file a plan of reorganization by May 18,
      2009, which will have terms consistent with the Term Sheet;

   -- The Debtors will use commercially reasonable best efforts to
      obtain confirmation of, and consummate, the Plan on or
      before August 31, 2009.

   -- Chairman Johan Van Den Berg (JB) and certain holders of
      senior notes will invest a total of $10 million in
      reorganized Eurofresh. JB will receive $5 million in
      aggregate principal amount of subordinated PIK notes, and
      four million shares of new common stock in exchange for a $5
      million investment.  The noteholders will provide for the
      remaining $5 million investment based on these percentages:

        Barclays Capital Inc.                   46.4%
        Scoggin Capital Management              19%
        JPMorgan Asset Management               24.2%
        Credit-Suisse Alternative Capital Inc.  10.4%

   -- Reorganized Eurofresh will apply $7.5 million of the new
      money investment to pay down the principal amount of the
      Existing Credit Facility.  The remaining amounts owed --
      expected to be $59.4 million -- will be reinstated following
      Eurofresh's bankruptcy exit under a New Credit Agreement.
      The New Credit Agreement will have a term of three years and
      will have the same interest rates if the holders of claims
      under the Existing Credit Facility accept the Plan.  If the
      class does not accept the Plan, the New Credit Agreement
      will mature in five years, will have interest fixed at the
      five-year treasury bill rate plus 500 basis points, and
      Eurofresh will retain rights to pursue claims against the
      Existing Lenders.

Aside from Barclays, et al., Apollo Investment Corp. signed the
Term Sheet.

A copy of the Noteholder Term Sheet is available for three at:

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

                       About Eurofresh Inc.

Eurofresh Inc. grows tomatoes and cucumbers in seven state-of-the-
art greenhouse facilities with over 318 acres under glass.  EFI
markets its products directly to major U.S. food retailers and to
food wholesalers under the label "Eurofresh Farms" and "Sweet
Star". Six of EFI's greenhouses, covering 274 acres, are
located in Willcox, Arizona and one greenhouse covering 44 acres
is located in Snowflake, Arizona.

EFI and its affiliate Eurofresh Produce Ltd. filed for Chapter 11
on April 21, 2009 (Bankr. D. Az. Lead Case No. 09-07970).   The
Debtors have engaged Craig D. Hansen, Esq., and Sean T. Cork,
Esq., at Squire, Sanders & Dempsey LLP, as bankruptcy counsel.
They have also tapped Kurtzman Carson Consultants as claims agent.
In its bankruptcy petition, Eurfresh says it has assets of $50
million to $100 million and debts of $100 million to $500 million.


EUROFRESH INC: S&P Downgrades Rating on $44.2 Mil. Notes to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
on Willcox, Arizona-based EuroFresh Inc.'s (D/--) $44.2 million
step-up senior subordinated discount notes to 'D' from 'C'.

This downgrade follows EuroFresh's filing for protection under
Chapter 11 of the U.S. Bankruptcy Code.


EVERGREEN CAPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Evergreen Capital, Inc.
        1055 11th Street
        PO Box 883
        Charleston, Il 61920

Bankruptcy Case No.: 09-90838

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Central District of Illinois (Danville)

Judge: Judge Gerald D. Fines

Debtor's Counsel: Terry Sharp, Esq.
                  THE SHARP LAW FIRM, P.C.
                  1115 Harrison St
                  POB 906
                  Mt Vernon, IL 62864
                  (618) 242-0246
                  Email: sharpbk@lotsharp.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Merwyn A. Klehm, president of the
Company.


FILENE'S BASEMENT: Hires Alan Cohen as Chief Restructuring Officer
------------------------------------------------------------------
Filene's Basement Corp. has hired Abacus Advisors chairman Alan
Cohen as chief restructuring officer, Lauren Coleman-Lochner and
Jonathan Keehner at Bloomberg News report, citing people familiar
with the matter.

Bloomberg relates that Filene's Basement and the DSW shoe chain
owner, Retail Ventures Inc., said last week that it planned to
sell Filene's assets.  According to the report, Retail Ventures
said in January that it would close 11 of its 36 stores and
negotiate terms on the remaining leases.  The Boston Globe states
that Filene's Basement failed to negotiate rent reductions with
landlords.

Retail Ventures said in a regulatory filing that Filene's
Basement's performance has continued to deteriorate significantly.
Bloomberg states that Filene's Basement's sales dropped 9.5% to
$422 million in the year ended January 31, 2009.

Citing Robert W. Baird & Co. managing director and chief Bill
Welnhofer, Maria Woehr at Thedeal.com relates that Filene's
Basement is likely to liquidate if it does file for Chapter 11
bankruptcy.  The New York Post states that Filene's Basement is
scrambling for cash to pay off more than 10 vendors, and it is
negotiating with creditors to restructure debt.

According to Thedeal.com, Retail Ventures coughed up an additional
$7.5 million in cash collateral in February and said that the
stores would need additional funds to satisfy its obligations.
Women's Wear Daily states that Filene's Basements then hired
restructuring adviser Loughlin Meghji + Co.

Filene's Basement Corp., also called The Basement, is a
Massachusetts-based chain of department stores owned by Retail
Ventures, Inc.  The oldest off-price retailer in the United
States, The Basement focuses on high-end goods and is known for
its distinctive, low-technology automatic markdown system.  As of
late 2006, the company operated stores in metropolitan areas of
eight U.S. states and Washington, D.C.  On January 20, 2009, the
company announced that it was closing 11 of its 36 locations.  The
chain also uses a 470,000-square-foot (44,000 m2) distribution
center in Auburn, Massachusetts.  The store's name is derived from
the subterranean location of its flagship store, in the basement
of the former Filene's department store at Downtown Crossing in
Boston, Massachusetts.

Filene's Basement filed for Chapter 11 bankruptcy protection in
August 1999.  As reported by the Troubled Company Reporter on
October 23, 2000, the U.S. Bankruptcy Court confirmed Filene's
Basement's Amended Joint Plan of Liquidation, filed on June 16,
2000.  The Company's related Disclosure Statement received Court
approval of September 5, 2000.

Filene's Basement filed for Chapter 11 bankruptcy in August 1999,
and was bought by a predecessor of Retail Ventures the following
year.


FOAMEX INT'L: Files Amended Schedules of Assets and Liabilities
---------------------------------------------------------------
Foamex International, Inc., filed with the U.S. Bankruptcy Court
for the District of Delaware amended its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------               ------        -----------
  A. Real Property
  B. Personal Property             $510,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $372,002,845
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding                                $39,055
     Unsecured Non-priority
     Claims
                                    --------     ------------
           TOTAL                    $510,000     $372,041,901

A copy of the Debtor's amended schedules of assets and liabilities
is available at:

    http://bankrupt.com/misc/FoamexInt'l.AmendedSchedules.pdf

                    About Foamex International

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

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

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

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


FOAMEX INT'L: Foamex Canada Amends Schedules of Assets & Debts
--------------------------------------------------------------
Foamex Canada Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware amended schedules of its assets and
liabilities, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------               ------        -----------
  A. Real Property

  B. Personal Property           C$3,684,063
                                US$2,915,200
  C. Property Claimed as
     Exempt

  D. Creditors Holding
     Secured Claims                             C$372,002,846
                                               US$294,365,852
  E. Creditors Holding
     Unsecured Priority
     Claims                                          C$69,560
                                                    US$55,042

  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       C$1,611,114
                                                 US$1,274,874

                                  ------------  -------------
           TOTAL                  C$3,684,063   C$373,683,520
                                 US$2,915,200  US$295,695,768

A copy of the amended Schedules is available at:

    http://bankrupt.com/misc/FoamexCanada.AmendedSchedules.pdf

                    About Foamex International

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

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

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

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


FOAMEX INT'L: Foamex L.P. Files Amended Schedules
-------------------------------------------------
Foamex L.P. filed with the U.S. Bankruptcy Court for the District
of Delaware amended schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------               ------        -----------
  A. Real Property               $34,450,000
  B. Personal Property           $97,784,493
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $372,002,875
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $3,857,700
  F. Creditors Holding
     Unsecured Non-priority
     Claim                                        $49,609,071
                                ------------     ------------
TOTAL                           $132,234,493     $425,469,617

A copy of Foamex L.P.'s SALs is available at:

      http://bankrupt.com/misc/FoamexLP.AmendedSchedules.pdf

                    About Foamex International

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

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

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

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


FORD MOTOR: S&P Raises Rating on $25 Mil. Certificates to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Corporate
Backed Trust Certificates Ford Motor Co. Note-Backed Series 2003-6
Trust's $25 million class A-1 8.0% pass-through certificates
series 2003-6 to 'CCC-' from 'D'.

The rating action follows the April 13, 2009, raising of S&P's
rating on Ford Motor Co.'s 7.45% global landmark securities due
July 16, 2031, the underlying security, to 'CCC-' from 'D'.

The rating on the class A-1 certificates is dependent on the
rating on the underlying security.


FOX VALLEY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Fox Valley Auto Mall, Inc.
        2175 East New York Street
        Aurora, IL 60504

Bankruptcy Case No.: 09-13436

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Fox Valley Suzuki Oak Lawn, Inc.                   09-13437
11 WTM, Inc.                                       09-13438

Chapter 11 Petition Date: April 15, 2009

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

Judge: A. Benjamin Goldgar

Debtor's Counsel: David J Schwab, Esq.
                  Ralph, Schwab & Schiever, Chtd
                  175 E Hawthorn Pkwy Ste 345
                  Vernon Hills, IL 60061
                  Tel: (847) 367-9699 Ext. 15
                  Fax: (847) 367-9621
                  Email: djschwab@rss-chtd.com

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

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

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

            http://bankrupt.com/misc/ilnb09-13436.pdf

The petition was signed by Daniel F. Sledz, president of the
Company.


FOXCO ACQUISITION: Likely Weak Operations Cue Moody's Junk Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded FoxCo Acquisition Sub L.L.C's
Corporate Family Rating and Probability-of-Default Rating to Caa1
from B3.  In addition, Moody's downgraded the Company's senior
secured credit facility to B2 from B1 and Senior Unsecured Notes
to Caa3 from Caa2.  The rating outlook is negative.

The rating downgrades and negative outlook reflect Moody's
expectation that FoxCo's operating performance in 2009 will be
weaker than previously anticipated given continued cut-backs in
market spending on TV advertising.  Pro-forma for the recently-
closed station swap, and based upon Moody's assumption that recent
top line softening will continue throughout 2009 (with some
moderation in the second half), Moody's considers that FoxCo's
average 24 month leverage will remain above 10 times total debt --
to-EBITDA and average EBITDA margins will remain below 25% over
the near-to- intermediate term.  As a result, Moody's anticipates
the company will face covenant pressure during 2010.

Moody's has taken These rating actions:

FoxCo Acquisition Sub L.L.C.

* Corporate family rating -- downgraded to Caa1 from B3

* Probability-of-default rating -- downgraded to Caa1 from B3

* $50 million Senior Secured Revolving Credit Facility --
  downgraded to B2 from B1 (LGD 3, 32%)

* $515 million Senior Secured Term Loan B Facility -- downgraded
  to B2 from B1 (LGD 3, 32%)

* $200 million Senior Unsecured Notes -- downgraded to Caa3 (LGD
  5, 85%) from Caa2 (LGD 5, 86%)

The rating outlook remains negative.

Foxco recently disclosed that it had concluded an asset exchange
agreement with Raycom Media Inc. resulting in a swap of Foxco's
Birmingham, Alabama FOX affiliate for Raycom's Richmond, Virginia
CBS affiliate plus $83 million in cash and used $50 million of the
proceeds to reduce its senior secured term loan.  In addition, in
February 2009 Foxco concluded an amendment to its senior secured
credit facility, whereby lenders may participate in a "reverse
Dutch auction" whereby lenders may submit bids to Foxco to
repurchase term loans.  Moody's will evaluate whether this
auction, if activated, would constitute a distressed exchange.

The last rating action was on November 6, 2008 when Moody's
downgraded FoxCo's CFR to B3 from B2 and revised its outlook to
negative.

FoxCo Acquisition Sub L.L.C., headquartered in Ft. Worth, Texas,
owns and operates 8 television stations in 8 markets.  In
addition, the Company operates a CW affiliate station in both
Denver and St. Louis under an LMA/SSA with Tribune.  The Company's
2008 revenue was approximately $299 million.


FREDDIE MAC: CFO David Kellermann Commits Suicide
-------------------------------------------------
James R. Hagerty and T.W. Farnam at The Wall Street Journal report
that Freddie Mac's acting chief financial officer David B.
Kellermann has died in an apparent suicide attempt.

Fairfax County police, responding to a 911 call at 4:48 a.m.,
recovered the Mr. Kellermann's body at his home on Wednesday,
according to WSJ.

Mr. Kellermann, who had worked 16 years at Freddie Mac and was
described by colleagues as popular, jovial and upbeat, recently
appeared stressed and overwhelmed by the job, WSJ says, citing
some employees.  According to WSJ, colleagues said that Mr.
Kellermann was involved in dealing with investigations into
Freddie Mac's accounting by the Justice Department and the U.S.
Securities and Exchange Commission.  Freddie Mac, WSJ states, said
in March that investigators have been have been questioning
Freddie Mac officials on possible accounting violations and other
matters in recent months.  WSJ notes that there was no indication
that he was a target or that the inquiries were causing him
anguish.  WSJ quoted Freddie Mac spokesperson David Palombi as
saying, "We know of no connection between this terrible personal
tragedy and the ongoing regulatory inquiries discussed in our
recent SEC filing."  A person familiar with the probe said that
Mr. Kellermann wasn't considered a target of the probe, according
to the report.

Mr. Kellermann joined Freddie in 1992 and was named acting
financial chief in September 2008, WSJ states.  Mr. Kellermann,
says WSJ, had been a senior vice president and corporate
controller.

                       About Freddie Mac

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

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

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

                         Conservatorship

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

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


GARDEN STATE COLOR: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Garden State Color Corporation
        P.O. Box 576
        Hammonton, NJ 08037

Bankruptcy Case No.: 09-19389

Chapter 11 Petition Date: April 15, 2009

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

Debtor's Counsel: David Kasen, Esq.
                  Kasen & Kasen
                  1874 East Route 70, Suite 3
                  Cherry Hill, NJ 08003
                  Tel: (856) 424-4144
                  Email: dkasen@kasenlaw.com

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

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

The petition was signed by Mark Watson, CEO 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/njb09-19389.pdf


GENERAL GROWTH: Eight Regional Shopping Centers Sent to Chapter 11
------------------------------------------------------------------
GENERAL GROWTH PROPERTIES, INC., said April 22 that certain
additional subsidiaries, including eight regional shopping
centers, are also voluntarily seeking relief under chapter 11 of
the United States Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York. GGP previously
announced on April 16, 2009 that GGP, approximately 158 regional
shopping centers and certain other subsidiaries voluntarily sought
relief to reduce and restructure their debts under chapter 11.
Other subsidiaries, including GGP's third party management
business and GGP's joint ventures, have not filed for protection.
An updated list of subsidiaries that have filed voluntary
petitions can be found at www.ggp.com.

All day-to-day operations and business of all of GGP's shopping
centers and other properties will continue as usual.

"We filed these additional companies under chapter 11 as part of
our overall plan to restructure our debt. We do not currently
contemplate that additional GGP subsidiaries will file for
protection, although it is possible that circumstances could
change during the restructuring process," said Adam Metz, chief
executive officer of General Growth Properties, Inc.

The Company currently has ownership interest in, or management
responsibility for, over 200 regional shopping malls in 44 states,
as well as ownership in master planned community developments and
commercial office buildings. The Company's portfolio totals
approximately 200 million square feet of retail space and includes
over 24,000 retail stores nationwide. Trading of GGP's common
stock on the New York Stock Exchange has been suspended. GGP's
common stock is trading in the pink sheets under the symbol GGWPQ.

                       About General Growth

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

General Growth Properties Inc. and its affiliates filed for
Chapter 11 on April 16, 2009 (Bankr. S.D. N.Y., Case No. 09-
11977).  Marcia L. Goldstein, Esq., Gary T. Holtzer, Esq., Adam P.
Strochak, Esq., and Stephen A. Youngman, Esq., at Weil, Gotshal &
Manges LLP, have been tapped as bankruptcy counsel.  Kirkland &
Ellis LLP is co-counsel.  Kurtzman Carson Consultants LLC has been
engaged as claims agent.  The Company also hired AlixPartners LLP
as financial advisor and Miller Buckfire Co. LLC, as investment
bankers.  The Debtors disclosed $29,557,330,000 in assets and
$27,293,734,000 in debts as of Dec. 31, 2008.

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


GENERAL MOTORS: Won't Pay $1-Bil. Debt Due June 1, Says CFO
-----------------------------------------------------------
John D. Stoll and Sharon Terlep at The Wall Street Journal report
that General Motors Corp. Chief Financial Officer Ray Young said
that the Company won't pay off $1 billion in debt due June 1 and
instead will rely on an exchange for shares or bankruptcy-court
protection to clear its balance sheet.

Ms. Rashid-Merem, MarketWatch states, said that there are two
possible scenarios in which GM wouldn't make the payment:

     -- if the bond exchange was not yet completed by June 1, and
     -- if the Company falls into bankruptcy before the deadline.

WSJ states that GM faces a June 1 deadline from the Treasury to
cut its debt and gain concessions from the United Auto Workers or
face possible bankruptcy.  GM is finalizing details with the
Treasury Department to receive an additional $5 billion in loans,
WSJ relates, citing Mr. Young.  According to the report, Mr. Young
said that GM is also reworking its $13.4 billion loan agreement
with the Treasury to try to receive an additional $5 billion in
working capital.

Shawn Langlois at MarketWatch relates that GM spokesperson Renee
Rashid-Merem said that the Company is working aggressively to
reach an agreement with bondholders.  According to WSJ, GM will
offer to exchange $28 billion in unsecured debt for company stock
that could be rendered worthless without a significant turnaround.

Citing a person familiar with the matter, WSJ states that large GM
bondholders were aware that GM was planning on missing a big
payment.  The source, according to the report, said that the
government didn't want GM to spend $1 billion to keep servicing
its debt.

Citing credit ratings agency Egan-Jones, MarketWatch relates that
GM's warning that it might miss the payment puts more pressure on
creditors to agree to the equity swap.  The report quoted Egan-
Jones as saying, "We look for a default where the bondholder gets
primarily equity as the government tries to get concessions from
every corner to keep GM running albeit as a much smaller company."

Goldman Sachs, MarketWatch reports, said on Wednesday that GM and
Chrysler will probably file for bankruptcy in the coming weeks.
According to the report, Goldman analyst Patrick Archambault said,
"While there is significant operating upside at GM ..., we see a
high likelihood that the current class of common shares will be
terminated through bankruptcy, [or significantly diluted in a best
case]."

                 GM Will Close Most of Plants

People familiar with the matter said that GM will close most its
plants for much of this summer, WSJ report.  WSJ relates that GM
will close its plants for a two-week summer vacation.

According to WSJ, the sources said that GM is trying to reduce
costs and production to keep pace with dropping demand.  Ward's
Automotive Reports notes that GM has a 113-day supply of cars and
a 123-day supply of trucks sitting unsold on dealer lots as of
March 31.

WSJ states that United Auto Workers union members still receive
most of their pay during the shutdowns.

                     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: Michigan Lawmakers Still Hope Against Bankruptcy
----------------------------------------------------------------
Democratic Members of Congress from Michigan including the eight
Members of the U.S. House of Representatives and the two Michigan
Senators on April 22, 2009, met with Rahm Emanuel, White House
Chief of Staff and Larry Summers, Director of the White House's
National Economic Council, at the White House to discuss the
ongoing restructuring of Chrysler LCC and General Motors.

After the meeting, the 10 Michigan Democrats said in a joint
statement, "First, we want to thank President Obama and his team
at Treasury and the Auto Task Force for working towards the goal
of a strong, viable and competitive domestic auto industry.

"Today's meeting was a good one.  With the deadline for Chrysler
set for April 30, we discussed the positive opportunity presented
by the alliance with Fiat and our commitment to pursuing that
result.  We spoke frankly about our very serious concerns about
bankruptcy for Chrysler and GM, and the Administration spoke
frankly about their continued efforts to see Chrysler and GM
emerge from restructuring through an out-of-court process.  The
Administration is working diligently to help these companies reach
agreement with all of their stakeholders, including the secured
lenders to Chrysler and GM's bondholders.  We all recognize,
however, that the Administration and the companies must continue
to prepare contingency plans to avoid liquidation or a protracted
restructuring process should the ongoing negotiations for out-of-
court resolution fail.

"We look forward to continuing to work with the President and his
Administration, as well as our Republican colleagues from Michigan
and concerned Members of Congress from all across the country, to
bring about an out-of-court resolution for Chrysler and GM that
preserves the most number of jobs for our future."

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.

The Special Inspector General said in an April 21 report 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.

                     Structured Bankruptcy

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

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

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

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

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

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

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

                         About Chrysler

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: Moody's Affirms Corporate Family Rating at 'Ca'
---------------------------------------------------------------
Moody's Investors Service affirmed the Ca Corporate Family Rating
and the Ca Probability of Default Rating of General Motors
Corporation but lowered the rating of the company's secured bank
debt to Caa2 from B3.  The company's unsecured debt remains at C
and its Speculative Grade Liquidity rating remains at SGL-4.  The
downgrade of GM's secured debt results from Moody's reassessment
of the estimated family recovery rate in the event of a default.
Moody's lowered this recovery rate to 30% from 50%. GM's rating
outlook remains negative.

Bruce Clark, Senior Vice President with Moody's said, "The
reduction in GM's recovery rate is driven by the unprecedented
deterioration in global automotive markets, and the significant
operational restructuring initiatives GM needs to implement to
restore ongoing viability."  Clark also noted that, "GM's
difficulties in finalizing an exchange offer with creditors
reflects the erosion in the value of the enterprise, and
contributes to Moody's decision to lower the company's expected
recovery rate."

GM's Ca PDR reflects Moody's view that there is a very high
probability of a default in the near term.  The estimated 30%
family recovery rate for GM compares with a rate of 40% for Ford
Motor Company and 20% for Chrysler LLC.

The last rating action on GM was a downgrade of its Corporate
Family Ratings to Ca on December 3, 2008.


GLENN MATTHEW SCHUMACHER: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Glenn Matthew Schumacher
        Genevra Ann Schumacher
           d/b/a G & G Real Estate and Property
                 Management Services LLC
           d/b/a G & G Properties
           d/b/a The Schumacher Corporation
        992 Williams St.
        Lebanon, OR 97355

Bankruptcy Case No.: 09-61869

Chapter 11 Petition Date: April 19, 2009

Court: United States Bankruptcy Court
       District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: Anthony V. Albertazzi, Esq.
                  1070 NW Bond St., #202
                  Bend, OR 97701
                  Tel: (541) 317-0231
                  Email: cilaw75@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/orb09-61869.pdf

The petition was signed by the Schumachers.


GREEN VALLEY: Moody's Downgrades Corporate Family Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service lowered Green Valley Ranch Gaming, LLC's
Probability of Default Rating to Caa3 from Caa1 and its Corporate
Family Rating to Ca from Caa1.  Moody's also lowered the company's
first lien term loan to Caa3 from B3, and second lien term loan to
Ca from Caa3.  The rating outlook is negative.

The downgrade of the PDR considers the increased likelihood that
GVR will not be able to meet its debt service requirements in
fiscal 2009 without obtaining additional cash resources from an
external source.  GVR -- a small gaming operator with only one
casino property -- remains exposed to very weak demand trends in
the Las Vegas locals market.  The company has experienced double-
digit quarterly EBITDA declines through fiscal 2008 and is likely
to experience further declines through 2009.  Debt/EBITDA is very
high, at over 9 times.  This significant leverage coupled with an
unfavorable earnings outlook suggests that GVR's capital structure
is not sustainable in its current form, and may require a
restructuring that involves some level of impairment.

The downgrade of the CFR reflects a change in Moody's assumption
regarding loss-given-default.  Moody's believes that in the event
of default, lenders should receive a lower than average recovery
given GVR's current operating performance and continued exposure
to very weak demand trends.  As a result, Moody's has adopted a
fundamental distressed EBITDA evaluation to estimate GVR's LGD
(family loss rate of 60%) rather than a 50% mean family-level LGD
estimate previously applied.

These ratings were lowered:

  -- Probability of Default Rating to Caa3 from Caa1

  -- Corporate Family Rating to Ca from Caa1

  -- First lien term loan due 2014 to Caa3 (LGD 3, 45%) from B3
     (LGD 3, 33%)

  -- Second lien term loan due 2014 to Ca (LGD 6, 92%) from Caa3
     (LGD 5, 86%)

Moody's last rating action for GVR was on October 14, 2008 when
Moody's lowered the company's CFR and PDR to Caa1 from B3 and
assigned a negative rating outlook.

GVR owns and operates the Green Valley Ranch Resort Spa Casino in
Henderson, Nevada. The company generates about $245 million of net
revenue.

                           *     *     *

According to Bloomberg's Bill Rochelle, Standard & Poor's noted
earlier this month that earnings before interest, taxes,
depreciation, amortization, and management fees fell 45 percent in
the fourth quarter compared with the year before. S&P questioned
whether the owners will be inclined to supply needed cash.

Mr. Rochell relates that a half owner of Green Valley is an
affiliate of Station Casinos Inc. Station said last month that it
"expects" to file in Chapter 11 "on or before April 15." The
forbearance agreement with the lenders was extended to May 15.
The other half is controlled by an affiliate of Greenspun
Corp., according to Moody's.  The Green Valley casino caters to
the so-called Las Vegas "locals" market. Annual revenue is around
$245 million.


GUFFEY FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Guffey Family Limited Partnership
        14179 Lincoln Way
        N. Huntingdon, PA 15642

Bankruptcy Case No.: 09-22696

Chapter 11 Petition Date: April 15, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

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

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

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

The petition was signed by Mark Guffey, a partner of the Company.

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


HARRAH'S ENTERTAINMENT: S&P Raises Corporate Rating to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Las Vegas-based Harrah's Entertainment Inc. and its
wholly owned subsidiary, Harrah's Operating Co. Inc. to 'CCC' from
'SD'.  The rating outlook is negative.

At the same time, S&P raised its issue-level rating on the
existing senior secured second-priority, senior unsecured, and
subordinated debt issues of HET's subsidiaries to 'CC' (two
notches lower than the 'CCC' corporate credit rating on HET) from
'D'.  The recovery rating on these securities remains at '6',
indicating S&P's expectation of negligible (0% to 10%) recovery
for lenders in the event of a payment default.

S&P also assigned HOC's new $3.7 billion 10% senior secured
second-priority notes due 2018 a rating of 'CC' with a recovery
rating of '6'.

The ratings upgrade follows the conclusion of S&P's review of the
company's new capital structure following the recent settlement of
its second below-par debt tender offer, which S&P viewed as being
tantamount to default given the distressed financial condition of
the company.  The post-exchange capital structure reflects
approximately $130 million less in 2010 debt maturities, in
addition to approximately $2.3 billion less in total outstanding
debt, although $523 million of this debt was acquired by Harrah's
BC, Inc., a wholly owned subsidiary of HET.  While the debt held
by HBC would be eliminated in the consolidation of HET's
financials for accounting purposes, it has not been retired.
Despite the reduced debt burden, S&P remains concerned with
Harrah's ability to service its debt obligations and remain in
compliance with the senior secured leverage ratio covenant under
its bank facilities given the declines S&P expects in the gaming
sector over the next few quarters, particularly in the Las Vegas
and Atlantic City markets.  These markets contributed roughly 62%
of Harrah's property-level EBITDA during 2008.

"Our 'CCC' rating on the company incorporates the expectation that
consolidated EBITDA will decline in the mid-teens percentage area
in 2009, largely due to continued pressures on visitation and
spending in the Las Vegas and Atlantic City markets," said
Standard & Poor's credit analyst Ben Bubeck.

Gaming revenues on the Las Vegas Strip were down 19% during the
first two months of 2009, while gaming revenues in Atlantic City
were down 16% during the first three months of 2009.  S&P expects
that regional markets will perform more favorably in 2009 and
provide somewhat of an offset.  S&P also projects that
consolidated EBITDA will be roughly flat in 2010.  In this
scenario, debt leverage would remain well higher than 10x and
EBITDA coverage of interest would track lower than 1.5x over the
intermediate term.

The rating reflects Harrah's weak credit metrics and limited
liquidity.  In addition, the rating reflects S&P's expectation for
continued negative trends in net revenues and EBITDA over at least
the next few quarters, which will challenge the company's ability
to service its debt obligations and remain in compliance with the
senior secured leverage covenant under its credit facilities.


HARRAH'S OPERTING: S&P Raises Corporate Rating to 'CCC'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Las Vegas-based Harrah's Entertainment Inc. and its
wholly owned subsidiary, Harrah's Operating Co. Inc. to 'CCC' from
'SD'.  The rating outlook is negative.

At the same time, S&P raised its issue-level rating on the
existing senior secured second-priority, senior unsecured, and
subordinated debt issues of HET's subsidiaries to 'CC' (two
notches lower than the 'CCC' corporate credit rating on HET) from
'D'.  The recovery rating on these securities remains at '6',
indicating S&P's expectation of negligible (0% to 10%) recovery
for lenders in the event of a payment default.

S&P also assigned HOC's new $3.7 billion 10% senior secured
second-priority notes due 2018 a rating of 'CC' with a recovery
rating of '6'.

The ratings upgrade follows the conclusion of S&P's review of the
company's new capital structure following the recent settlement of
its second below-par debt tender offer, which S&P viewed as being
tantamount to default given the distressed financial condition of
the company.  The post-exchange capital structure reflects
approximately $130 million less in 2010 debt maturities, in
addition to approximately $2.3 billion less in total outstanding
debt, although $523 million of this debt was acquired by Harrah's
BC, Inc., a wholly owned subsidiary of HET.  While the debt held
by HBC would be eliminated in the consolidation of HET's
financials for accounting purposes, it has not been retired.
Despite the reduced debt burden, S&P remains concerned with
Harrah's ability to service its debt obligations and remain in
compliance with the senior secured leverage ratio covenant under
its bank facilities given the declines S&P expects in the gaming
sector over the next few quarters, particularly in the Las Vegas
and Atlantic City markets.  These markets contributed roughly 62%
of Harrah's property-level EBITDA during 2008.

"Our 'CCC' rating on the company incorporates the expectation that
consolidated EBITDA will decline in the mid-teens percentage area
in 2009, largely due to continued pressures on visitation and
spending in the Las Vegas and Atlantic City markets," said
Standard & Poor's credit analyst Ben Bubeck.

Gaming revenues on the Las Vegas Strip were down 19% during the
first two months of 2009, while gaming revenues in Atlantic City
were down 16% during the first three months of 2009.  S&P expects
that regional markets will perform more favorably in 2009 and
provide somewhat of an offset.  S&P also projects that
consolidated EBITDA will be roughly flat in 2010.  In this
scenario, debt leverage would remain well higher than 10x and
EBITDA coverage of interest would track lower than 1.5x over the
intermediate term.

The rating reflects Harrah's weak credit metrics and limited
liquidity.  In addition, the rating reflects S&P's expectation for
continued negative trends in net revenues and EBITDA over at least
the next few quarters, which will challenge the company's ability
to service its debt obligations and remain in compliance with the
senior secured leverage covenant under its credit facilities.


HEXION SPECIALTY: S&P Downgrades Corporate Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Columbus, Ohio-based Hexion Specialty Chemicals Inc.,
including its corporate credit rating to 'SD' from 'CCC+'.

At the same time, Standard & Poor's lowered its issue ratings on
the company's $625 million 9.75% second-priority senior secured
notes due 2014 and $200 million second-priority senior secured
notes due 2014 to 'D' from 'CCC+'.  S&P also lowered issue ratings
on the company's $250 million 7.875% debentures, $200 million 9.2%
debentures, and $200 million 8.375% debentures due 2016 through
2023 to 'D' from 'CCC-'.

S&P removed the ratings from CreditWatch with negative
implications, where S&P first placed them in July 2007 following
the attempted acquisition of Huntsman Corp.  Subsequently, the
CreditWatch reflected concerns on Hexion's operating performance.

The issue rating on the company's $34 million bonds due 2009 is
'CCC-' and remains on CreditWatch with negative implications.  The
'B-' issue ratings on the company's first-lien senior secured
credit facilities, consisting of a $225 million revolving credit
facility due 2011, a $2.2 billion term loan facility due 2013, and
a $50 million synthetic letter of credit facility due 2013, remain
on CreditWatch with negative implications.

The lowering of the corporate credit rating and issue ratings
follows Hexion's recent announcement that it purchased and retired
$196 million in face value of second-priority senior secured notes
and debentures for a cash consideration of approximately
$26 million.  The 'SD' corporate credit rating reflects S&P's
expectation that Hexion will continue to pay its other creditors
following the completion of its recent debt purchase.  The 'D'
ratings on the second-priority senior secured notes and debentures
reflect S&P's view that the exchange was distressed as the debt
and debenture holders received significantly less than the
original price.

In addition, Hexion purchased $180 million of outstanding debt
securities issued by its parent holding company, Hexion LLC, for
approximately $23 million.

The CreditWatch with negative implications on the first-lien
senior secured facilities and on the $34 million bond issue
indicates that S&P may lower or affirm ratings following its
reassessment of the default risk and recovery prospects.  S&P
plans to complete this review within the next two weeks.

At Dec. 31, 2008, the company had about $4.4 billion in adjusted
debt, including unfunded postretirement obligations, capitalized
operating leases, and debt at parent company, Hexion LLC.


HUMBOLDT CREAMERY: False Fin'l Statements Cue Bankruptcy
--------------------------------------------------------
Humboldt Creamery LLC has filed for Chapter 11 reorganization
before the U.S. Bankruptcy Court, Northern District of California
(Santa Rosa).

According to Bloomberg's Bill Rochelle, Humboldt has an agreement
with the existing secured lenders to provide $3 million in
financing.  CoBank ACB is agent for the lenders.

Humboldt said in its April 21 petition that its assets and debt
both exceed $50 million.  Debt includes $54 million owed on a
secured term loan and revolving credit.

Humboldt stated it filed for bankruptcy following the discovery
that previous management issued false financial statements,
Humboldt said.  Len Mayer, the new chief executive officer, said
in a court filing that the assets turned out to be "far less" than
reported to the bank, making the company ineligible for sufficient
financing to operate.

The board of directors of Humboldt on February 23 announced the
appointment of Len Mayer as Interim CEO and the commencement of an
independent inquiry into the circumstances surrounding the abrupt
resignation of former CEO Rich Ghilarducci.  The independent
inquiry was triggered when, late on Friday, February 20, Humboldt
Creamery's outside counsel received a call from the personal
lawyer for Mr. Ghilarducci, saying that Mr. Ghilarducci had
resigned, effective immediately, that the Creamery's outside
counsel would be receiving the resignation letter to be delivered
to the Board of Directors, that there may be inaccuracies in the
company's financial statements, and that the company should
suspend its offering of its Series B Preferred Securities.

The Times-Standard said March 23 that results of the Company's
probe alleged that Mr. Ghilarducci manipulated the books to
disguise the true operational performance of the company,
resulting in the Company having presented inaccurate financial
statements to lenders, the minority partner, board members and
potential investors.

According to The Times-Standard, Elliot Peters, Mr. Ghilarducci's
lawyer of the San Francisco-based firm Keker & Van Nest, the
creamery's predicament is a result of long standing business
challenges, not any 'fraud' or misconduct by prior management.

Nevertheless, Mr. Petters echoed the accusations about the false
financial statements.  "Apparently, inventory and accounts
receivable were overstated while accounts payable were
understated, to make the creamery appear to be financially
healthier than perhaps it actually was," Mr. Peters wrote,
according to Times-Standard.  "The only conceivable reason to do
that would be to keep the lights on and the doors open for the
benefit of the cooperative members, the employees, and the
community, in hopes that better days lay ahead."

Humboldt Creamery is a member cooperative association owned by 50
Northern California dairy families and the oldest active dairy
cooperative in the state.  The Company, which celebrated its 75th
anniversary in 2004, produces a full line of dairy products,
including fluid milk, powdered milk, ice cream and frozen
novelties.  It filed for Chapter 11 on April 21 (Bankr. N.D.
Calif. Case No. 09-11078).


HUMBOLDT CREAMERY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Humboldt Creamery, LLC
        572 Highway 1
        Fortuna, CA 95540
        Tel: (707) 725-6182

Bankruptcy Case No.: 09-11078

Type of Business: The Debtor makes ice cream and milk products.

                  See http://www.humboldtcreamery.com/

Chapter 11 Petition Date: April 21, 2009

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Ori Katz, Esq.
                  okatz@sheppardmullin.com
                  Sheppard, Mullin, Richter and Hampton
                  4 Embarcadero Center 17th Fl.
                  San Francisco, CA 94111
                  Tel: (415) 434-9100

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
CA DAIRIES                     Trade             $1,245,943
2000 N. Plaza Dr. 1
Visalia, CA 93291
Tel: (559) 625-2200
Fax: (550) 625-5433

Rumiano Cheese Company         Trade             $1,180,561
Non-Member Milk MFG #28049
P.O. Box 863
Willows, CA 95988
Tel: (707) 465-1535
Fax: (707) 465-4141

CA State Dept of Food &        Goverment         $645,553
Agric
Bureau of Milk Pooring
1220 N Street. Room A230
Tel: (916) 341-5901
Fax: (916) 341-5995
Sacramento, CA 95814

Organic Valley Family of       Trade             $544,344
Farms

Rich Ghilarducc                                  $369,533

Pacific Gas & Electric         Utilities         $329725

Bingham Mccutchen LLP          Legal Fees        $316,839

Occidental Energy Mkt Inc      Trade             $308,872

Sweetener Products Inc         Trade             $250,979

Westfarm Foods                 Trade             $199,824

Huhtamaki Packaging            Trade             $173,093

Dreisbach Enterprises          Trade             $168,589

Mass Marketing Services        Trade             $138,842

Western Conf of Teamsters      Labor             $130,410

Steve Wills Trucking LLC       Trade             $116,891

Varesources, Inc.              Trade             $112,112

Berry Plastics Corporation     Trade             $103,350

Certified Freight Logistics    Trade             $97,377

International Paper Co         Trade             $92,323

Norse Dairy Systems            Trade             $83,732

The petition was signed by Len Mayer, manager.


INNOVATIVE COMPANIES: Section 341(a) Meeting Scheduled for May 22
-----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in The Innovative Companies LLC and its debtor-affiliates'
Chapter 11 cases on May 22, 2009, at 9:00 a.m., at Room 562, 560
Federal Plaza, CI, New York.

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

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

Headquartered in Hauppauge, New York, The Innovative Companies LLC
and its affiliates filed for Chapter 11 protection on April 17,
2009 (Bankr. E.D. N.Y. Lead Case No. 09-72669).  Leslie A.
Berkoff, Esq. at Moritt Hock Hamroff Horowitz LLP represents the
Debtors in their restructuring efforts.  The Company said it had
$10 million to $50 million in assets and debts.


ION MEDIA: S&P Downgrades Corporate Credit Rating to 'CC'
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on West Palm Beach, Florida-based ION
Media Networks Inc.  The corporate credit rating was lowered to
'CC' from 'CCC', reflecting the company's recent announcement that
it is in discussions with its secured lenders with regard to a
comprehensive recapitalization of its balance sheet that could
include a significant debt-for-equity exchange.  The rating
outlook is negative.

"The downgrade and negative rating outlook reflect our concern
about ION Media's very weak liquidity position and the heightened
probability that secured creditors could lose principal because of
declining revenues and EBITDA in an advertising recession," said
Standard & Poor's credit analyst Deborah Kinzer.  "In our view,
the company's cash balances, which are its only source of
liquidity, could be depleted very soon."

The 'CC' corporate credit rating reflects S&P's expectation that
ION Media is at imminent risk of default through a
recapitalization or a bankruptcy filing, either of which would
cause debtholders to receive less than the principal value of
their exposure.  The company's financial risk has continued to
increase because of its weak and declining EBITDA, onerous debt
burden, dwindling cash balances, and negative discretionary cash
flow.  Competition from well-capitalized rivals, continuing
reliance on infomercials for a large part of revenue and
programming, recessionary pressure on ad demand, and expenses to
add more syndicated series and relaunch the network have
intensified the company's challenges.


JEFF BENFIELD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Jeff Benfield Nursery, Inc.
        43 Old Linville Road
        Marion, NC 28752

Bankruptcy Case No.: 09-40311

Type of Business: The Debtor produces trees and plants nursery
                  products.

Chapter 11 Petition Date: April 17, 2009

Court: United States Bankruptcy Court
       Western District of North Carolina

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: 828.254.6315
                  Email: judyhj@bellsouth.net

Total Assets: $9,428,325.47

Total Debts: $9,370,095.18

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

The petition was signed by Jeffery L. Benfield, president of the
Company.


LAUREL PIPELINE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Laurel Pipeline, LLC
        P.O. Box 3228
        London, KY 40743

Bankruptcy Case No.: 09-60577

Chapter 11 Petition Date: April 17, 2009

Court: United States Bankruptcy Court
       Eastern District of Kentucky

Debtor's Counsel: Dean A. Langdon, Esq.
                  200 N Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: langdonbk@wisedel.com

                  and

                  Jamie L. Harris, Esq.
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: jharris@wisedel.com

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/kyeb09-60577.pdf

The petition was signed by Tim McClure, a member of the Company.


LOCKHART FUNDING: Moody's Downgrades Rating on Commercial Notes
---------------------------------------------------------------
Moody's has downgraded the Prime-1 rating on the asset-backed
commercial paper issued by Lockhart Funding LLC to not prime.
Lockhart is a partially supported ABCP program sponsored by Zions
First National Bank (Ba2 /NP/ D-), that invests in a portfolio of
highly-rated securities.  Zions is the sole liquidity provider of
Lockhart.  The rating action follows Moody's rating action of
Zions' Prime-1 rating to NP on April 20, 2009.  The rating action
is based solely on the rating action with respect to Zions' short
term rating.

The prior rating of Lockhart's ABCP program was confirmed in
December 2008, which was also the last rating change.

Complete rating action:

  -- Lockhart Funding LLC, asset-backed commercial paper notes,
     downgraded to NP; previously on December 16, 2008 the Prime-1
     rating was confirmed.


LYONDELL CHEMICAL: June 15 Bar Date for Prepetition Claims Set
--------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York ordered that each person or entity that
asserts a claim, as defined in Section 101(5) of the Bankruptcy
Code, against Lyondell Chemical Company or its affiliates that
arose on or prior to January 6, 2009, must file an original proof
of claim by June 15, 2009, at 5:00 p.m. (prevailing Eastern Time).

Each governmental unit that asserts a claim against any of the
Debtors that arose on or prior to January 6, 2009, must file a
proof of claim by July 6, at 5:00pm (prevailing Eastern Time).

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Parties Agree to Protocol on Merger Probe
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Lyondell Chemical's bankruptcy cases, ABN AMRO Inc. and ABN AMRO
Bank N.V., Goldman Sachs Credit Partners, L.P., UBS Securities
LLC, UBS AG, Stamford Branch, and UBS Loan Finance LLC, Citibank
N.A. and Merrill Lynch & Co., Inc., and other entities that will
become parties by executing an additional party addendum, entered
into a protective stipulation governing the handling of all
documents, deposition, testimony, discovery responses and other
materials produced in connection with the Committee's request to
conduct discovery on Lyondell's merger.

Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York has approved the stipulation.

The Protective Stipulation, as it relates to Citibank and Merrill
Lynch, supersedes the stipulation among the Committee, Citibank
and Merrill Lynch approved on April 3, 2009.

Materials which contain or disclose information believed to be
confidential information pursuant to Rule 7026(c)(1)(g) of the
Federal Rules of Bankruptcy Procedure may be designated by the
producing party as confidential material.  Certain Confidential
Materials may be designated Highly Confidential if they are
commercially sensitive.  No entity will be given access to the
Highly Confidential documents unless:

    (i) the documents were so designated by the current employer
        of the entity;

   (ii) the entity has previously seen or received the documents
        or materials;

  (iii) the party that designated the materials as highly
        confidential consents to the access; or

   (iv) the Court orders the access.

Production of the Confidential Material is voluntary.  The
Confidential Materials are solely available to (i) counsel for the
parties, (ii) experts or consultants retained by the parties,
(iii) officers, employees and members of the parties who may be
necessary to assist with the Committee Motion, (iv) witnesses, (v)
other parties-in-interest that parties agree to be provided with
copies of the Confidential Materials, and (vi) the Court and its
personnel.

Moreover, the parties will file a redacted public copy of any
pleadings and papers that have been designated as Confidential or
Highly Confidential.  Any Party who intends to use any
Confidential Material at any hearings may provide a 10-day notice
of its intent to the Designating Party so that the Designating
Party can take all steps necessary to protect the confidentiality
of the material.

            Stipulation Governing Panel's Access to Info

To ensure that the Official Committee of Unsecured Creditors is
able to comply with its obligations under Section 1102(b)(3)(A) of
the Bankruptcy Code and protect the Debtors' confidential,
privileged or proprietary information, the Debtors and the
Committee agree to a protocol governing the Committee's access to
information.  The Committee has provided the U.S. Trustee for
Region 2 with a copy of the stipulation and the U.S. Trustee has
not objected to the Stipulation.

The key terms of the Creditor Information Protocol are:

  A. The Committee will, until the earliest of the Committee's
     dissolution, dismissal or conversion of the Debtors' Chapter
     11 cases, or a further Court order:

     (a) establish and maintain an Internet-accessed Web site
         that provides:

          * general information concerning the Debtors, including
            case dockets and access to docket filings;

          * a calendar with upcoming significant events in the
            Chapter 11 cases;

          * access to the claims docket as and when established
            by the Debtors or any claim agent retained in the
            cases;

          * a general overview of the Chapter 11 process;

          * press release, if any, by each of the Committee and
            the Debtors;

          * a non-public registration form for creditors to ask
            real-time case updates via electronic e-mail;

          * a non-public form to submit creditor questions,
            comments and requests for access to information;

          * response to creditor questions, comments and requests
            for access to information; provided, that the
            Committee may privately provide the responses, in its
            reasonable discretion, including in the light of the
            nature of the information request and the creditors'
            agreements to appropriate confidentiality and trading
            constraints;

          * answers to frequently asked questions; and

          * links to other relevant Web sites.

     (b) establish and maintain a telephone number and electronic
         mail address for creditors to submit questions and
         comments.

  B. The Committee will not be required to disseminate to any
     entity:

      (i) without further Court order, confidential, proprietary,
          or other non-public information concerning the Debtors
          or the Committee, including with respect to the
          conduct, assets, liabilities and financial condition of
          the Debtors, the operation of the Debtors' businesses,
          or any relevant matters in these Chapter 11 cases or to
          the formulation of one or more Chapter 11 plans,
          including confidential subject material and highly
          confidential materials; or

     (ii) any other information if the effect of the disclosure
          would constitute a general or subject matter waiver of
          the attorney-client, work-product, or other applicable
          privilege possessed by the Committee.

  C. Any information received by the Committee from any entity in
     connection with an examination pursuant to Rule 2004 of the
     Federal Rules of Bankruptcy Procedure or in connection with
     discovery in any contested matter, adversary proceeding or
     other litigation will not be governed by this order but,
     rather, by any order governing discovery.

  D. The Debtors will assist the Committee by identifying what
     information concerning them that is either provided by them
     or their professionals, or any third party, to the Committee
     is confidential information.  Any documents, information or
     other materials so designated by the Debtors will be treated
     as Confidential Information.

  E. If a creditor submits a request for the Committee to
     disclose information, the Committee will immediately, but no
     more than 20 days after receipt of the Information Request,
     provide response to the Information Request, including
     providing access to the Information asked or the reasons why
     the Information Request cannot be complied with.  The
     Committee will also (i) provide the Debtors with notice of
     the Information Request within five days of receipt of the
     Information Request if the Committee believes that the
     Information Request asks for the Debtors' Confidential
     Information; (ii) consult with the Debtors before issuing a
     Response if the Information Request asks for the Debtors'
     Confidential Information; and (iii) provide a copy of the
     Committee's Response.

  F. If the Committee decides to deny the Information Request
     because the Information Request may implicate Confidential
     Information that need not be disclosed, the Requesting
     Creditor may confer with the Committee and seek compulsion
     of the disclosure pursuant to a motion.  This stipulation
     will not preclude the Requesting Creditor from asking the
     Committee to provide it with any information or the Court to
     conduct an in camera review of any information related to
     the Requesting Creditor's motion.  Moreover, in its response
     to an Information Request, the Committee will consider, in
     consultation with the Debtors, whether:

       -- the Requesting Creditor is willing to agree to
          confidentiality and trading restrictions with respect
          to the Confidential Information and represents that the
          trading restrictions and any information-screening
          process complies with applicable securities laws; and

       -- the agreement and any information-screening process
          that it implements will protect the confidentiality of
          the information.  If the Committee opts to provide
          access to Confidential Information due to
          confidentiality and trading restrictions, neither the
          Debtors nor the Committee will be responsible for
          the Requesting Creditor's compliance with, or liability
          to applicable securities or other laws.

  G. If the Information Request implicates the Debtors'
     Confidential Information and the Committee agrees that the
     request is satisfied, or if the Committee on its own wishes
     to disclose the Confidential Information to creditors, the
     Committee may demand for the benefit of the Debtors'
     creditors:

      (a) if the Confidential Information is information of the
          Debtors, by submitting a request captioned as Committee
          Information Demand to the Debtors' counsel, stating
          that the information will be disclosed described in the
          Demand unless the Debtors object within 15 days after
          service of the Demand, and the Committee, the
          Requesting Creditor and the Debtors may schedule a
          hearing with the Court seeking ruling on the Demand;
          and

      (b) if the Confidential Information is information of
          another entity, by submitting a request to the Entity
          with a copy to the Debtors' counsel stating that the
          information will be disclosed as described in the
          Demand unless the Entity objects within 15 days after
          the service of the Demand; and the Committee, the
          Requesting Creditor, the Entity and the Debtors may
          schedule a hearing with the Court seeking ruling on the
          Demand.

  H. The Committee will not be required to provide access to
     information or solicit comments from any entity that has not
     demonstrated to the satisfaction of the Committee, or to the
     Court that it holds claims pursuant to Section 1102(b)(3) of
     the Bankruptcy Code.

The Court will consider approval of the stipulation on April 24,
2009.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Seeks Aug. 4 Extension of Lease Decision Period
------------------------------------------------------------------
Lyondell Chemical Company and its affiliates are parties to
thousands of lease agreements, majority of which are unexpired
leases of nonresidential property.  The Lease Agreements are
agreements for the lease of, among others, office space, research
and development facilities, and production facilities, which may
be integral to the Debtors' continued operation and existence both
during and after the Debtors' Chapter 11 cases.  Even if certain
of the Lease Agreements may not be necessary for the Debtors'
continued operations, the Debtors' ability to assume and assign
these leases to third parties may provide an opportunity for the
estates to realize value from these leases.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, relates that as part of the Chapter 11 process,
the Debtors are reviewing the Lease Agreements to determine
whether these agreements should be rejected or assumed.  As of
April 15, 2009, the Debtors have rejected several nonresidential
real property lease agreements.  He explains that although the
Debtors are reviewing the Lease Agreements, given the size,
complexity and demands of the Chapter 11 cases, and the number of
the Lease Agreements, the Debtors require additional time to make
final determinations regarding the assumption or rejection of the
Lease Agreements.

Unless the time period is extended, the Debtors must make these
important decisions on or before May 6, 2009, pursuant to Section
365(d)(4) of the Bankruptcy Code.  Mr. Mirick notes that given the
importance of the Lease Agreements, it is impossible for the
Debtors to make an informed decision as to whether to assume or
reject each Lease Agreement by May 6.

Mr. Mirick reminds the U.S. Bankruptcy Court for the Southern
District of California that under Section 365(d)(4)(B)(i) of the
Bankruptcy Code, a court may extend the period within which
debtors may assume or reject the unexpired lease agreements prior
to the expiration of the 120-day period, for 90 days on the motion
of the trustee or lessor for cause.

Under the 120-day timeframe, he says, the Debtors will be unable
to evaluate: (i) the economics of each Lease Agreement; (ii) the
benefits or burdens of each Lease Agreement to the Debtors'
estates; and (iii) whether each Lease Agreement is necessary to
the ongoing business operation of the Debtors.  Absent an
extension, the Debtors may be forced to assume the Lease
Agreements prematurely, which could lead to significant
administrative claims against their estates if the assumption
later turns out to be unnecessary, he contends.  Similarly, if the
Debtors precipitously reject the Lease Agreements, they may forego
significant value in the Lease Agreements, thereby resulting in
the loss of valuable property interests that may be essential to
their reorganization, he states.

For these reasons, the Debtors ask the Court to extend the time
within which they may assume or reject the Lease Agreements,
through and including August 4, 2009.

Mr. Mirick explains that additional time is also needed to
determine how each Lease Agreement may fit into the Debtors'
eventual reorganization plan.  As the Debtors are only developing
their long-range business plan and are at the early stages of
formulating their strategy for their reorganization plan, it is
too early for them to know the role each Lease Agreement may have
in their future operations.  He also assures the Court that the
Debtors' continued occupation of the premises subject to any
Lease Agreement will not affect any lessor's right under the
Bankruptcy Code.  He says that the Debtors intend to remain
current on their postpetition rent obligations under the Lease
Agreements.  To the extent a lessor suffers any damages in
connection with its Lease Agreement, the remedies permitted under
the Bankruptcy Code will sufficiently compensate the lessor,
whether the Lease Agreement is ultimately assumed or rejected, he
maintains.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Seeks Sept. 15 Extension of Exclusive Periods
----------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date during which a debtor
has the exclusive right to propose and file a Chapter 11 plan.
Section 1121(c)(3) provides that if a debtor files a plan within
the Exclusive Plan Filing Period, it has a period of 180 days to
solicit acceptances of that plan.  Lyondell Chemical Company and
its affiliates' Exclusive Plan Filing Period expires May 6, 2009.
The Debtors' Exclusive Solicitation Period expires July 6, 2009.

George Davis, Esq., at Cadwalader, Wickersham & Taft LLP, in New
York, relates that the Debtors have made extraordinary progress
during the first three and one-half months in Chapter 11, with
these accomplishments:

   * obtaining approval of the largest debtor-in-possession
     financing in the history of Chapter 11, an $8.5 billion DIP
     Facility, including $1.5 billion of revolving, asset-based
     liquidity, a new $3.25 billion term loan, and a modified
     roll-up of $3.25 billion of prepetition senior debt;

   * obtaining injunctive relief to protect European affiliates
     from claims based on guarantees of Debtor obligations;

   * obtaining prompt, effective, and efficient resolutions of
     disputes with vendors and customers;

   * commencing the process of evaluation and, rejecting or
     assuming, executory contracts;

   * establishing regular and effective communications with the
     professionals advising the Debtors' postpetition lenders,
     the prepetition lenders, and the Official Committee of
     Unsecured Creditors in the Debtors' Chapter 11 cases;

   * establishing stable operations in the first quarter of 2009,
     at levels a safe margin away from the several performance
     covenants in the DIP Financing Facility;

   * obtaining substantial costs savings through implementation
     of a plan for facility closures and employment reductions;

   * establishing a solid foundation for developing the business
     plan projections, and valuations necessary to a successful
     plan or reorganization; and

   * obtaining a smooth landing in Chapter 11 through appropriate
     first day orders and policies.

In addition, the Debtors have formulated a substantial fixed-cost
reduction plan.  Before the Petition Date, the Debtors had
established a fixed-cost reductions target of $200 million.  The
Debtors are hopeful that much of this target will be realized in
2009.  As of April 15, 2009, LyondellBasell Industries AF S.C.A.
has already closed seven plants and 13 offices and reduced
headcount by 607 employees and 1,582 contractors.  The Debtors
believe that those reductions, though not easy, are an essential
ingredient to returning LBI to a sound financial footing.  The
Debtors have also commenced efforts to value their businesses and
assets, knowing that they must move these Chapter 11 cases
forward expeditiously, Mr. Davis notes.

More importantly, Mr. Davis says that the Debtors' DIP Facility
set certain milestones for the Debtors' filing and confirmation
of a plan:

   * August 15, 2009 -- the Debtors must deliver a plan of
     reorganization and disclosure statement to the DIP
     Lenders;

   * September 15, 2009 -- the Debtors must file the
     reorganization plan and disclosure statement;

   * October 15, 2009 -- the Debtors must obtain Bankruptcy Court
     approval of the disclosure statement, subject to an
     extension through October 30, 2009, under certain
     circumstances;

   * December 1, 2009 -- date by which confirmation hearing must
     occur, subject to a 21-day extension under certain
     circumstances;

   * December 15, 2009 -- maturity date of the DIP Facility.

Mr. Davis notes while extensions of the Exclusive Periods are
given to a debtor, the milestones are nonetheless ambitious,
particularly for an enterprise of the Debtors' size.  He points
out that an implicit corollary to the DIP Facility is that the
Debtors would have the exclusive right to formulate and confirm a
plan during the time periods set forth in the DIP Facility.  He
argues that there is no practical way for the Debtors to meet
these tight deadlines unless they are the focal point both for
plan negotiation and drafting.  He further discloses that several
issues remain to be resolved before the Debtors will be able to
set forth and obtain approval of a plan of reorganization.  He
says that the Debtors have been working diligently with their
professionals to evaluate their businesses, but due to the size
and scope of their enterprise, more time is needed.

Accordingly, the Debtors ask the Court to extend the (i)
Exclusive Plan Filing Period through and including September 15,
2009, and (ii) Exclusive Solicitation Period, through and
including December 15, 2009.

Mr. Davis also clarifies that the Debtors are not asking for the
proposed extension to delay the Chapter 11 process or to pressure
creditors to accede to a plan unsatisfactory to them.  To the
contrary, he asserts, the proposed extension will benefit the
creditors by allowing the Debtors and their creditors to work
together to develop a mutually acceptable plan of reorganization.
He further explains that the Debtors' Motion is not a negotiation
tactic, but a reflection of the fact that these Chapter 11 cases
are not yet ripe for the formulation and confirmation of a viable
Chapter 11 plan.  He tells the Court that the Debtors and their
professionals have conferred with various creditor constituencies
on substantive and administrative matters in these Chapter 11
cases and that the Debtors have no intent to discontinue those
negotiations if the proposed extension is approved.  Moreover,
the proposed extension will permit the Debtors' management to
develop and implement a viable long-term business plan and allow
the Committee and other parties-in-interest to evaluate a plan.
He assures the Court that the Debtors are paying, and will
continue to pay, all of their postpetition bills as they become
due.  He says that the Debtors believe they have sufficient
liquidity under their DIP Facility to carry on the normal course
of business.  Accordingly, an extension of the Exclusive Periods
will not jeopardize the rights of postpetition creditors, he
adds.

Mr. Davis reminds the Court that the Exclusive Periods are
designed to provide a debtor with a full and fair opportunity to
rehabilitate its business and to negotiate, develop, propose,
confirm, and consummate a consensual plan of reorganization.

The Court will consider approval of the Debtors' request April 28,
2009.  Objections are due April 24.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: Stipulation Permitting BASF Set Off of Debts
---------------------------------------------------------------
Debtor Lyondell Chemical Company and BASF Corporation are parties
to:

     (i) a PO Processing Contract in which Lyondell processed
         propylene into propylene oxide for BASF;

    (ii) two separate Styrene Monomer Sales Contracts under which
         Lyondell sold styrene monomer to BASF; and

   (iii) Propylene Glycol Sales Contract wherein Lyondell sold
         propylene glycol and dipropylene glycol to BASF.

Pursuant to the Lyondell Contracts, BASF owed Lyondell $5,771,870
-- the Lyondell Credit -- as of the Petition Date.  Moreover,
Lyondell and BASF are parties to a certain BDO and PTMEG Purchase
and Sale Contract wherein BASF converted butanediol into PTMEG for
Lyondell.  Under the BDO Contract, Lyondell owed BASF $3,570,940 -
- the Lyondell Debt -- as of the Petition Date.  Pursuant to a
price adjustment under the PTMEG Contract, Lyondell owes BASF an
additional $603,220 -- the Lyondell Adjustment Debt.

Debtor Equistar Chemicals, LP, and BASF are parties to (i)
Benzene Sales Agreement wherein Equistar sold benzene to BASF;
(ii) Glycol Ether DE Sales Contract wherein Equistar sold Glycol
Ether DE to BASF; and (iii) Raffinate II or Raffinate I Sales
Contract wherein Equistar sold raffinate II or raffinate I to
BASF.  Pursuant to the Equistar Contracts, BASF owed Equistar
$3,705,553 -- Equistar Credit -- as of the Petition Date.  BASF
and Equistar are also parties to a purchase orders wherein
Equistar purchased pluronic and oppanol from BASF.  Pursuant to
the Purchase Orders, Equistar owed BASF $230,099 -- Equistar Debt
-- as of the Petition Date.

Accordingly, the parties agree to lift the automatic stay solely
to allow BASF to set off (i) the Lyondell Debt and Lyondell
Adjustment Debt against the Lyondell Credit and (ii) the Equistar
Debt against the Equistar Credit.   BASF will then pay the
difference between the Lyondell Credit for $5,771,870 and the sum
of Lyondell Debt for $3,570,940, and Lyondell Adjustment Debt for
$602,220, for a total payment of $1,598,709 to Lyondell
immediately.  Moreover, BASF will pay the difference between the
Equistar Credit for $3,706,553, and the Equistar Debt for
$230,099, for a total payment of $3,476,452 to Equistar
immediately.

The parties clarify that the Stipulation will not affect, among
others, a dispute between Lyondell and BASF related to the PO
Contract in the New Jersey Superior Court and under appeal in New
Jersey Appellate Division.

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


LYONDELL CHEMICAL: To Cut Jobs, Targets $700MM Cost Reduction
-------------------------------------------------------------
LyondellBasell announced that it has increased its fixed-cost
reduction target to $700 million by year-end 2010.  The new target
is part of a total performance improvement plan of $1.3 billion,
which also encompasses variable and energy cost reductions, as
well as revenue enhancement initiatives.

"The original merger plan targeted a fixed-cost reduction of
approximately $200 million.  Based on our efforts through the
second half of 2008 and particularly in the first quarter 2009,
we have increased our goal to $700 million," said Ed Dineen,
LyondellBasell's Chief Operating Officer, in a company statement.
"More importantly, we believe we will demonstrate a substantial
part of this target in the 2009 bottom line, given first-quarter
performance."

The plan encompasses a reduction in employee headcount of more
than 3,000, or approximately 17%, and a reduction in contractors
approaching 2,000, or nearly 30%.  It includes the closure of 20
offices and research & development sites and the closure of 10 or
more manufacturing plants, most of which have been announced or
completed.  "The detailed program identifies actions and
timelines, and implementation is well under way as momentum built
rapidly throughout the first quarter," said Mr. Dineen.

"This cost reduction plan is a key part of our effort to offset
the current sales volume and margin weakness.  It will also be
incorporated into the financial projections that will inform our
Plan of Reorganization," said Alan Bigman, LyondellBasell's Chief
Financial Officer.  "We are working toward confirmation of a plan
consistent with the milestone schedule set forth in our debtor-
in-possession loans."

"Market conditions continue to be extremely challenging, and we
are driving hard across all our organizations to enhance our
earnings," said Mr. Dineen.  "We are pleased with our progress,
but are committed to doing more and doing it more quickly.  I am
confident that we will emerge from Chapter 11 as a stronger, more
competitive company that will continue to be a leader in
innovation, customer satisfaction and the manufacturing and
development of products that improve quality of life for people
around the world."

                  LBI Q1 Results: "On Plan"

Doug Pike, vice president for investor relations of LBI, said in
a teleconference held April 14, 2009, that the results for the
first quarter of 2009 were "essentially on plan."  He noted that
trends in March 2009 were mixed as (i) oxyfuels strengthened
seasonally, (ii) European Union olefins improved and (iii) there
was minimal change in demand across the first quarter
particularly in durable goods markets.

Mr. Pike stated that for the second quarter of 2009, LBI expects
"moderate improvement but currently lagging plan expectations."
He related that LBI anticipates "continued volatility in refining
spreads."

LBI provided its investors an update on its January to February
2009 performance at the April 14 teleconference.  LBI gave a
review on its business segments including liquidity, fuels,
chemicals, polymers and technology and Research & Development.
LBI also disclosed cost reduction programs it is currently
undertaking.

A copy of the Investor Update is available for free at:
http://bankrupt.com/misc/Lyondell_JanFeb09Performnce.pdf

                      About Lyondell Chemical

Basell AF and Lyondell Chemical Company merged operations
in 2007 to form LyondellBasell Industries --
http://www.lyondellbasell.com/-- the world's third largest
independent chemical company.  Lyondellbasell produces
polypropylene and advanced polyolefins products, is a leading
supplier of polyethylene, and a global leader in the development
and licensing of polypropylene and polyethylene processes and
related catalyst sales.

LyondellBasell became saddled with debt as part of the
US$12.7 billion merger.  About a year after completing the merger,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on January 6, 2009, to facilitate a restructuring
of the company's debts.  The case is In re Lyondell Chemical
Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023).
Seventy-nine Lyondell entities, including Equistar Chemicals, LP,
Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt
Industries, Inc., filed for Chapter 11.  LyondellBasell is not
part of the bankruptcy filing.  LyondellBasell's non-U.S.
operating entities are also not included in the Chapter 11 filing.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.

Lyondell Chemical estimated that consolidated assets total
US$27.12 billion and debts total US$19.34 billion as of the
bankruptcy filing date.

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


MADOFF SECURITIES: Investors Seek to Transfer Ch. 15 Case to NY
---------------------------------------------------------------
Christopher Scinta at Bloomberg News reports that investors who
filed to push Bernard Madoff into Chapter 7 bankruptcy protection
are seeking to have the case of Madoff Securities International
Ltd. transferred to New York from Florida.

Court documents say that Madoff International filed for Chapter 15
bankruptcy protection in Florida on April 14 and sued Mr. Madoff's
brother, Peter, to recover a $200,000 Aston Martin car.

Investors said in court documents that the case filed by the U.K.
liquidators should be moved to Manhattan bankruptcy court because
the involuntary bankruptcy against Mr. Madoff and the liquidation
of Bernard L. Madoff Investment Securities LLC by Securities
Investor Protection Corp. trustee Irving Picard are pending there.

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


MAGNA ENTERTAINMENT: Breeders' Cup Wants Assurance for Racing Days
------------------------------------------------------------------
Breeders' Cup officials want an assurance from the U.S. Bankruptcy
Court for the District of Delaware that the championship racing
days will be allowed to take place at Magna Entertainment's Santa
Anita Park in Arcadia, California, regardless of any potential
sale of the track, Gregory A. Hall at The Courier-Journal reports,
citing Oak Tree Racing Association executive vice president
Sherwood Chillingworth.

According to The Courier-Journal, Mr. Chillingworth said that the
creditors agreed with the Debtor that the event should proceed as
planned, but Breeders' Cup wants assurances from the court.

The Courier-Journal relates that the event, scheduled for November
6-7, will be hosted by Oak Tree Racing at the Santa Anita Park.
According to The Courier-Journal, Magna Entertainment's bankruptcy
has created a possibility that this year's Breeders' Cup could be
moved to Churchill Downs.  Breeders' Cup President Greg Avioli,
The Daily Racing Form states, said that the issue needs to be
resolved by the beginning of May or the Cup will be moved to
Churchill due to logistics like hotel rooms and travel plans that
need to be locked down.

Mr. Avioli said that he believes that court approval will be
obtained in time, according to The Courier-Journal.  Mr. Avioli
said in a statement, "We are working with Santa Anita and Oak Tree
management and our legal counsel to obtain the necessary
protections so that the event can take place as planned.  We have
made a great deal of progress in the last few weeks working with
Oak Tree and Magna and remain confident that we will obtain the
necessary approvals from the bankruptcy court in the immediate
future, and the 2009 event will be at Oak Tree as originally
planned."

The Breeders' Cup currently is scheduled to return to Churchill in
2010, according to The Courier-Journal.

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., and 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.


MASONITE INT'L: May Begin Soliciting Votes; May 21 Hearing Set
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
April 17, 2009, the disclosure statement explaining Masonite
Corporation and its affiliated debtors' Joint Chapter 11 Plan of
Reorganization.  As a result, the Debtors may now begin to solicit
acceptances for their Chapter 11 Plan.

The Plan incorporates by reference a Canadian plan of arrangement
pursuant to the Canada Business Corporations Act.  By voting on
the Plan, creditors will be deemed to be deemed to be voting on
the CBCA Plan, meaning that votes to accept or reject the Plan
will be taken to be a vote to accept or reject the CBCA Plan.

The Court will consider confirmation of the Plan on May 29, 2009.
The deadline for voting on the Plan is May 21, 2009.  The deadline
for filing objections to the Plan is May 21, 2009.

For further information, please contact the Masonite Debtors'
claims agent, Kurtzman Carson Consultants LLC, by:

(a) calling the Masonite Debtors' restructuring hotline at
     (888) 830-4646;

(b) visiting the Masonite Debtors' restructuring website at:

     http://www.kccllc.net/masonite;and/or

(c) writing to Masonite Corporation, c/o Kurtzman Carson
     Consultants LLC, 2335 Alaska Avenue, El Segundo, California
     90245.

The Masonite Debtors will file the Plan Supplement, which will
include the CBCA Plan, on or before May 18, 2009.

As reported in the Troubled Company Reporter on March 20, 2009,
on the Plan's Effective Date, the Reorganized Debtors will enter
into the New Term Loan consisting of a first lien secured term
credit facility in the maximum amount of $200,000,000, and secured
by first priority liens on and security interests on substantially
all of the assets of the Reorganized Debtors.  The New Term Loan
will have a maturity date of December 31, 2013.

On the Plan's Effective Date, the Reorganized Debtors will enter
into the New PlK Loan consisting of a second lien secured term
facility in an amount equal to or greater than $100 million plus
$200 million less the amount of New Term Loan actually issued.
The New PIK Loan will be secured by second priority liens upon
and security interests on substantially all of the assets of the
Reorganized Debtors.  The New PIK Loan will have a maturity date
of December 31, 2015.

Upon confirmation, the Reorganized Debtors will issue the New
Common Stock, including options, or other equity awards, if any,
reserved for the Management Equity Incentive Plan, by New
Masonite Holdings.  An unlimited number of common shares will be
authorized under the New Certificate of Incorporation of New
Masonite Holdings.  On the Plan's Effective Date, an initial
number of shares of New Common Stock will be issued and
distributed to:

  -- Holders of Claims in Class 2; and
  -- Holders of Claims in Class 4.

A full-text copy of the Prepackaged Plan is available for free
at: http://bankrupt.com/misc/masonite_plan.pdf

A full-text copy of the Disclosure Statement is available for
free at: http://bankrupt.com/misc/masonite_ds.pdf

                   About Masonite International

Based in Ontario, Canada, Masonite International Corporation --
http://www.masonite.com/-- (TSE:MHM) is a vertically integrated
producer, manufacturing key components of doors, including
composite molded and veneer door facings, glass door lites and cut
stock.  The company provides these products to its customers in
more than 70 countries around the world.  The company is a wholly
owned subsidiary of Masonite International Inc.  It offers a range
of interior and exterior doors.  Masonite Canada operates Masonite
International's Canadian subsidiaries, well as certain other non-
United States subsidiaries.

Masonite International, Inc., and six affiliates filed petitions
on March 16, 2009, before the Ontario Superior Court of Justice
(Commercial List) under the Companies' Creditors Arrangement Act.
The Honorable Justice Campbell presides over the CCAA proceedings.
Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as
monitor.  Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at
Goodmans LLP in Toronto, serve as the Applicants' counsel.

Masonite Corporation, based in Tampa, Florida, and several U.S.
affiliates filed for Chapter 11 bankruptcy protection on the same
day (Bankr. D. Del. Case No. 09-10844).  Judge Peter J. Walsh
handles the cases.  Richard M. Cieri, Esq., Jonathan S. Henes,
Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP;
and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and
Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A.,
serve as bankruptcy counsel.  The Debtors' Investment Banker and
Financial Advisor is Perella Wenberg Partners LLP; the Debtors'
Restructuring Advisors is Alvarez & Marsal North American LLC; and
the Debtors' Claims Agent is Kurtzman Carson Consultants LLC.

As of January 31, 2009, the Debtors had total assets of
$1,527,495,443 and total debts of $2,641,590,842.

The Debtors filed with the Bankruptcy Court a pre-negotiated
reorganization plan together with their petitions.  The Plan
provides that Masonite's existing senior secured obligations will
be converted on a pro rata basis subject to the election of each
existing holder of Senior Secured Obligations into: (i) a new
first-priority senior secured term loan; (ii) a new second-
priority senior secured PIK loan; and (iii) 97.5% of the common
equity of the reorganized Masonite.  Holders of Masonite's
existing senior subordinated notes will be allocated 2.5% of the
common equity in the reorganized Masonite plus warrants for 17.5%
of the common stock of the reorganized Company, subject to
dilution under certain conditions.  Holders of Class 5 General
Unsecured Claims under the Plan will be unimpaired and is expected
to recover 100% under the Plan.

Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy
News.  The newsletter tracks the CCAA proceedings in Canada and
parallel chapter 11 proceedings in Delaware undertaken by company
and its various affiliates.  http://bankrupt.com/newsstand/or
215/945-7000)


MEL-TEX VALVE: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mel-Tex, Valve, Inc.
        104 Riley Road
        Houston, TX 77047-6006

Bankruptcy Case No.: 09-32693

Chapter 11 Petition Date: April 21, 2009

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

Judge: Wesley W. Steen

Debtor's Counsel: Peter Johnson, Esq.
                  Law Offices of Peter Johnson
                  Suite 2820
                  Eleven Greenway Plaza
                  Houston, TX 77046
                  713-961-1200
                  Fax: 713-961-0941
                  Email: pjlawecf@pjlaw.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 list of
13 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/txsb09-32693.pdf

The petition was signed by Abraham Melawer, president of the
Company.


MERISANT WORLDWIDE: Wants Plan Filing Period Extended to Sept. 5
----------------------------------------------------------------
Merisant Worldwide Inc. is asking the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive period to file a
Chapter 11 plan until September 5, 2009, Bloomberg's Bill Rochelle
said.  According to Bloomberg, Merisant, in its request for an
extension, disclosed that its officers have conducted so-called
roadshow presentations with prospective providers of debt or
equity financing needed for its emergence from Chapter 11.  The
Court will convene a hearing to consider the requested extension
on May 7.

Headquartered in Chicago, Illinois, Merisant Worldwide Inc. --
http://www.merisant.com/-- sells low-calorie tabletop sweetener.
The Debtor's brands are Equal(R) and Canderel(R).  The Debtor has
principal regional offices in Mexico City, Mexico; Neuchatel,
Switzerland; Paris, France; and Singapore.   In addition, the
Debtor owns and operates manufacturing facilities in Manteno,
Illinois, and Zarate, Argentina, and own processing lines that are
operated exclusively for the Debtor at plants located in Bergisch
and Stendal, Germany and Bangkrason, Thailand.

As of March 28, 2008, the Debtor has 20 active direct and indirect
subsidiaries, including five subsidiaries in the United States,
six subsidiaries in Europe, five subsidiaries in Mexico, Central
America and South America, and three subsidiaries in the Asia
Pacific region, including Australia and India.  Furthermore, the
Debtor's Swiss subsidiary holds a 50% interest in a joint
venture in the Philippines.  Merisant Worldwide holds 100%
interest in Merisant Company.

Merisant Worldwide and five of its units filed for Chapter 11
protection on January 9, 2009 (Bankr. D. Del. Lead Case No. 09-
10059).  Sidley Austin LLP represents the Debtors in their
restructuring efforts.  Young, Conaway, Stargatt & Taylor LLP
represents the Debtors' as co-counsel.  Blackstone Advisory
Services LLP is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' Claims and Noticing Agent.  Winston
& Strawn LLP represents the Official Committee of Unsecured
Creditors as counsel.  Ashby & Geddes, P.A. is the Committee's
Delaware counsel.  The Debtors have $331,077,041 in total assets
and $560,742,486 in total debts as of Nov. 30, 2008.


MICHAEL HAGEMANN: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Michael L. Hagemann
        13 Floyd Road
        Louisburg, NC 27549

Bankruptcy Case No.: 09-03148

Chapter 11 Petition Date: April 17, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: J.M. Cook, Esq.
                  Attorney at Law
                  P.O. Box 2241
                  Raleigh, NC 27602
                  Tel: 919 424-6342
                  Email: JM_Cook@jmcookesq.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/nceb09-03148.pdf

The petition was signed by Michael L. Hagemann.


MIDWAY GAMES: Sale to Mark Thomas Displeases Creditors & Court
--------------------------------------------------------------
Michael McWhertor at Kotaku.com reports that Midway Games Inc.'s
creditors and the Hon. Kevin Gross of the U.S. Bankruptcy Court
for the District of Delaware seem displeased by the Company's sale
to private investor Mark Thomas.

According to Kotaku.com, Judge Gross called the sale "a matter of
very, very serious concern."

Kotaku.com relates that Mr. Thomas purchased a controlling
interest in Midway Games for US$100,000.  According to the report,
Mr. Thomas was also buying into $70 million in debt.

Judge Gross, says Kotaku.com, seems to agree to Midway Games'
creditors on the suspicious nature of the sale of Midway Games
from Sumner Redstone's National Amusements to Mr. Thomas.  Judge
Gross said in court documents, "This is a game company, but that
did not give National Amusement the right to treat a public
company as if it were a toy."

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 February 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 September 30, 2008, showed
$167,523,000 in total assets and $281,033,000 in total debts.


MIDWEST PRECISION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Midwest Precision Tool & Die, Inc.
        2000 East 54th Street North
        Sioux Falls, SD 57104-5537

Bankruptcy Case No.: 09-40277

Chapter 11 Petition Date: April 17, 2009

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls))

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Clair R. Gerry, Esq.
                  Gerry & Kulm Ask, Prof LLC
                  P.O. Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400
                  Email: gerry@sgsllc.com

Total Assets: $2,626,900

Total Debts: $3,123,441

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

            http://bankrupt.com/misc/sdb09-40277.pdf

The petition was signed by Burd McCoy, president of the Company.


MILACRON INC: Notice Procedures for Certain Equity Transfers OK'd
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio has
approved notice procedures relating to certain transfers of equity
interests in Milacron Inc. and its affiliated debtors and claims
for worthless stock deductions to preserve the net operating
losses ("NOLs") and certain other, including "built-in" losses of
the Debtors.

Pursuant to the approved notice procedures, any person or entity
who currently or in the future Beneficially Owns (i) at least
250,803 shares of Milacron Inc. common stock (representing
approximately 4.5% of all issued and outstanding shares of the
Common Stock), (ii) any shares of Milacron 6% Convertible
Preferred Stock, or (iii) any shares of Milacron 4% Cumulative
preferred Stock (each a "Substantial Equityholder") must file with
the Court a notice of such status on or before the date that is
later of: (A) the date that is 40 days after the entry of the
order, or May 17, 2009, or (B) the date that is 10 days after said
person or entity becomes a Substantial Equityholder.

For purposes of the Order, "Beneficial Ownership" of an "equity
interest" includes:

  (A) direct and indirect ownership by a holder;

  (B) ownership by such holder's family members and persons
      acting in concert with such holder to make a coordinated
      acquisition of an equity interest; and

  (C) ownership of an equity interest that such holder has a
      right to acquire through the ownership of an option, a
      contingent purchase right, a warrant, convertible debt or
      equity, a put, an equity interest subject to risk of
      forfeiture, or a contract to acquire an equity interest,
      regardless of whether such interest or right to acquire is
      contingent or otherwise not currently exercisable.

Except to the extent Substantial Equityholders follow the
procedures, all sales or other transfers of equity securities in
the Debtors by Substantial Equityholders or that results in a
person becoming a Substantial Equityholder are prohibited and will
be void ab initio and will confer no rights on the transferree;
and any claims for worthless deduction by a Potential 50-Percent
Shareholder are enjoined.

In papers filed with the Court on March 10, 2009, the Debtors
relate they they have incurred significant NOLs in the recent
past.  These NOLs are an extremely valuable asset because under
the Internal Revenue Code, the Debtors can carry forward their
NOLs to offset their future taxable years and thereby reduce their
future aggregate tax obligations.  The Debtors currently estimate
their NOLS to be approximately $225.5 million, which, based on the
35% federal income tax rate now in effect, are worth approximately
$78.9 million in potential futute federal income tax savings.
Additional state tax savings may also be available by utilizing
Debtor's NOLs.

A copy of the approved notice procedures is available for free
at http://bankrupt.com/misc/Milacron.NoticeProcedures.pdf

                       About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. supplies plastics-
processing technologies and industrial fluids, with major
manufacturing facilities in North America, Europe and Asia.
First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions include the company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC is
the Debtors' financial advisor.  Rothschild Inc. is the Debtors'
investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MILACRON INC: Section 341(a) Meeting Set for May 8
--------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 9, will
convene a meeting of Milacron Inc.'s creditors on May 8, 2009, at
10:00 a.m., at the Potter Stewart US Courthouse, 100 East Fifth
Street, Room B-17, Cincinnati, OH 45202.

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

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

                       About Milacron Inc.

Headquartered in Batavia, Ohio, Milacron Inc. supplies plastics-
processing technologies and industrial fluids, with major
manufacturing facilities in North America, Europe and Asia.
First incorporated in 1884, Milacron is also manufactures
synthetic water-based industrial fluids used in metalworking
applications.

The company and six of its affiliates filed for protection on
March 10, 2009 (Bankr. S.D. Ohio Lead Case No. 09-11235).  On the
same day, the company filed an ancillary proceeding for
reorganization of its Canadian subsidiary under the Companies'
Creditors Arrangement Act in the Ontario Superior Court of Justice
in Canada.  The Petitions include the company and its U.S. and
Canadian subsidiaries and its non-operating Dutch holding company
subsidiary only, and do not include any of the company's operating
subsidiaries outside the U.S. and Canada.

Kim Martin Lewis, Esq., Tim J. Robinson, Esq., and Patrick D.
Burns, Esq., at Dinsmore & Shohl LLP, represent the Debtors in
their restructuring efforts.  Conway, Del Genio, Gries Co., LLC is
the Debtors' financial advisor.  Rothschild Inc. is the Debtors'
investment banker and financial advisor.  Kurtzman
Carson Consultants LLC is the noticing, balloting and disbursing
agent for the Debtors.  Paul, Hastings, Janofsky & Walker LLP,
represents DIP Lender General Electric Capital Corp.  Taft
Stettinius & Hollister LLP is counsel for the Official Committee
of Unsecured Creditors.

When the Debtors filed for protection from their creditors, they
listed assets and debts between $500 million to $1 billion.


MONACO COACH: Arranges May 8 Auction for 5 Resort Properties
------------------------------------------------------------
Monaco Coach Corp. will auction five properties designed for
luxury motor homes in resort locations on May 8, Bloomberg's Bill
Rochelle said.

Although no one is yet under contract for the resort assets,
Monaco said in court filings that there are several interested
purchasers, Bill Rochelle reported.

Bids are due May 1.  The U.S. Bankruptcy Court for the District of
Delaware will consider approval of the sale to the winning bidder
or bidders on May 11.

According to Bloomberg, the properties are in Indio and La Quinta,
California; Las Vegas; Bay Harbor, Michigan; and Naples, Florida.
The assets include resort management and rental businesses at the
locations.  The Las Vegas and Indio locations are fully developed,
with only some RV spaces yet to be sold.

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.


MX CONSTRUCTION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: MX Construction, Inc.
        136 East South Temple Ste 1700
        Salt Lake City, UT 84111

Bankruptcy Case No.: 09-23582

Chapter 11 Petition Date: April 13, 2009

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

Judge: Judith A. Boulden

Debtor's Counsel: Theodore E. Kanell, Esq.
                  Plant Wallace Christensen & Kanell
                  136 East South Temple, #1700
                  Salt Lake City, UT 84111
                  Tel: (801) 363-7611

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

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 the Company's manager, whose name is
not legible on the petition.


NCL CORPORATION: Moody's Withdraws 'B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has withdrawn the B2 corporate family
rating and B3 senior unsecured bond rating of NCL Corporation
Limited.

Moody's has withdrawn these ratings for business reasons.

The last rating action with regard to NCL was taken on 5 September
2008 when the company's B2 corporate family rating and B3 senior
unsecured bond rating were confirmed with a negative outlook.

NCL Corporation Limited, headquartered in Miami, is 50%-owned by
Star Cruises Limited and operates 11 ships with over 23,000 lower
berths.  It offers itineraries in North and South America as well
as Europe.


NEVSO EL CAPITAN: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nevso El Capitan, LLC
        8978 West Nevso Drive Suite 105
        Las Vegas, NV 89147

Bankruptcy Case No.: 09-15500

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Robert Spear, Esq.
                  818 Gass Avenue
                  Las Vegas, NV 89101
                  Tel: (702) 750-0571
                  Fax: (702) 750-0572
                  Email: rspear@spearlegal.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 3 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/nvb09-15500.pdf

The petition was signed by Ronald C. Bures, manager.


NEW ORLEANS: S&P Raises Rating on General Obligation From 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating and
underlying rating on New Orleans, Louisiana's general obligation
debt to 'BBB' from 'BB' due to active rebuilding efforts, the
city's effort to restore structural balance to their budget, and
the economic expansion due to rebuilding efforts.  The outlook is
stable.

Standard & Poor's also raised the SPUR on the city's limited-tax
GO debt to 'BBB-' from 'BB-', with a stable outlook, based on the
city's long-term ability to continually meet its obligations.

In S&P's view, the rating continues to reflect the efforts of the
Road Home program to assist residents in their rebuilding efforts,
the return of major employers and taxpayers to the city
conservative and sophisticated financial management policies, and
the possibility of the Gulf Opportunity Zone Program and Community
Disaster Loan being forgiven.

These strengths are mitigated by the city's ongoing challenges for
basic infrastructure rebuilding; lack of a structurally balanced
budget; and adequate, although below the national average, wealth
and income levels.

The city's full faith and credit pledge secures the bonds.

"Any further upgrade is contingent on the city's ability to
restore and maintain sound financial operations while managing a
significant rebuilding effort to restore city infrastructure to
pre-storm conditions," said Standard & Poor's credit analyst Sarah
Smaardyk.

New Orleans' pre-storm population estimates were about 455,000,
many of whom were life-long residents who did not follow the
steady exodus to the suburbs and elsewhere since the U.S. Census
peak of 627,000 in 1960.  Pre-Katrina, the city had about
10.1 million visitors and tourists, over 40,000 businesses, and
about $3 billion in construction activity occurring.  Post-
Katrina, the city had about 134,000 damaged housing units,
millions of lost revenues, and almost 50% of the city's work force
laid off.  Since the fall of 2005, the city has seen their
assessed value increase to pre-Katrina levels, a growing
population, the recovery of hotel/motel tax, and strong sales tax
growth.


NEXPAK CORPORATION: Section 341(a) Meeting Scheduled for June 4
---------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Nexpak Corporation and its debtor-affiliates' Chapter 11 cases
on June 4, 2009, at 10:00 a.m., at J. Caleb Boggs Federal
Building, 844 King Street, 2nd Floor, Room 2112, Wilmington,
Delaware.

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

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

Headquartered in Duluth, Georgia, Nexpak Corporation --
http://www.nexpak.com/-- manufactures and supplies packaging for
DVD, CD, video, audio, and professional media formats.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 10, 2009 (Bankr. D. Del. Lead Case No. 09-
11244).  William A. Hazeltine, Esq., at Sullivan Hazeltine
Allinson LLC represents the Debtors in their restructuring
efforts.  The Debtors assets range from $10 million to $50 million
and its debts from $100 million to $500 million.


NINA N NGUYEN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Nina N. Nguyen
        926 Wolburn Ct
        McLean, VA 22102

Bankruptcy Case No.: 09-13057

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtor's Counsel: Rocco DeLeonardis, Esq.
                  Property & Estate Law, PLC
                  14100 Parke Long Ct. Suite A
                  Chantilly, VA 20151
                  (703) 883-2020
                  Email: rocco@ltamerica.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 Ms. Nguyen's petition, including its list
of 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-13057.pdf

The petition was signed by Ms. Nguyen.


NORTHWEST DATACOM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Northwest Datacom and Power, Inc.
        640 Maestro Drive, #105
        Reno, NV 89511

Bankruptcy Case No.: 09-51055

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.com

Total Assets: $846,685

Total Debts: $2,147,659

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/nvb09-51055.pdf

The petition was signed by Greg E. Lafayette, president.


NTK HOLDINGS: S&P Downgrades Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on NTK Holdings Inc. to 'SD' from 'B-'.
All other outstanding ratings on NTK Holdings remain unchanged.

"This action follows the company's recent announcement that THL
Advisors (an affiliate of its equity sponsor) and certain
executive officers of Nortek Inc. (NTK Holdings' operating
company) had purchased $78.5 million face amount of NTK Holdings'
senior unsecured loan facility (unrated) for $29.1 million," said
Standard & Poor's credit analyst Pamela Rice.  "This represented
about 30% of the total accreted value of the issue."

It is Standard & Poor's view that related party offerings are
comparable to NTK Holdings itself acquiring the notes.  Given that
the purchase was at a substantial discount to the par amount of
the outstanding loans, S&P view the transaction as being
tantamount to default, given NTK Holdings' weak financial profile
-- which S&P expects will continue as a result of the depressed
new residential construction and weakening remodeling and
commercial end markets.

S&P intends to reassess NTK Holdings' capital structure, which,
from an absolute debt amount, does not change.  Nevertheless, NTK
Holdings recently disclosed that there is a substantial likelihood
that Nortek may choose to not make a distribution to the parent
company sufficient to enable NTK Holdings to make the payments due
in March 2010 on its 10 3/4% senior discount notes due 2014.  As a
result, it is S&P's preliminary assessment that S&P would likely
raise NTK Holdings' corporate credit rating to 'CC' with a
negative outlook.

                           *     *     *

Bill Rochelle at Bloomberg included NTK in his watch list after
S&P's ratings downgrade following the purchase of an affiliate of
Thomas H. Lee Partners LP and executives of the operating company
Nortek Inc. for $78.5 million senior unsecured loan of Nortek's
holding company NTK Holdings Inc. at a 70 percent discount from
the face amount.

An affiliate of Boston-based Thomas H. Lee Partners controls NTK.

According to Mr. Rochelle, the company borrowed $455 million
between 2005 and 2006 largely to finance dividends to
shareholders.


OPUS SOUTH: Files for Reorganization Under Chapter 11
-----------------------------------------------------
Opus South Corporation announced today that it and some of its
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in order to facilitate an
ongoing financial restructuring.

Anne Marie Solberg, chief restructuring officer of Opus South,
said the bankruptcy filings were made necessary by the continued
deterioration in economic conditions in the commercial and
residential real estate markets in the Southeast. "While we began
slowing the pace of new development nearly two years ago in
anticipation of difficult market conditions, we must now take
additional measures to enable an orderly wind down of our
portfolio, protect asset values and maximize returns on lenders'
investments," said Solberg. She said Opus South will currently
maintain operations in Atlanta and Tampa to work on asset
dispositions and transitions.

Mark Rauenhorst, chairman and chief executive officer of Opus
Corporation, said while the challenges in the industry are as
difficult as the company has ever experienced in its 56 years in
the business, conditions vary considerably by region. "The Opus
South portfolio includes a large number of condominium projects
located in Florida, and has been particularly challenged by the
sharp downturn in that portion of the regional real estate
market," said Rauenhorst. Mark Rauenhorst emphasized that only
Opus South Corporation and some of its subsidiaries are included
in the bankruptcy filing announced today.

Opus South Corporation is a full-service design-build development
firm serving the southeastern portion of the United States.
Headquartered in Atlanta, Opus South Corporation is one of five
independent operating companies that make up the Opus Group. With
in-house expertise in office, industrial, retail, multifamily,
government and institutional projects, Opus South has developed
more than 27.3 million square feet of space since starting
operations in 1981.


OPUS SOUTH: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Opus South Corporation
        3344 Peachtree Road NE, Suite 1650
        Atlanta, GA 30326

Bankruptcy Case No.: 09-11390

Debtor-affiliates filing subject to Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
Opus South Contractors, L.L.C.                     09-11389
Altaire Village, L.L.C.                            09-11391
Clearwater Bluff, L.L.C.                           09-11392
Calm Waters, L.L.C.                                09-11393
Waters Edge One, L.L.C.                            09-11394
Laguna Riviera Ventures, L.L.C.                    09-11395
400 Beach Drive, L.L.C.                            09-11396
Nature Coast Commons, L.L.C.                       09-11397
Shoppes of Four Corners, L.L.C.                    09-11398
8th & 14th, L.L.C.                                 09-11399

Type of Business: The Debtors provide an array of real estate
                  related services across the United States
                  including real estate development, architecture
                  & engineering, construction/project management,
                  property management and financial services.

                  See http://www.opuscorp.com/

Chapter 11 Petition Date: April 22, 2009

Court: District of Delaware (Delaware)

Debtor's Counsel: Victoria Watson Counihan, Esq.
                  bankruptcydel@gtlaw.com
                  Greenberg Traurig, LLP
                  The Nemours Building
                  1007 North Orange Street, Suite 1200
                  Wilmington, DE 19801
                  Tel: (302) 661-7000
                  Fax: (302) 661-7360

Conflicts Counsel:  Landis, Rath & Cobb, LLP

Real Estate Broker: Chatham Financial Corporation

Claims Agent: Delaware Claims Agency LLC

Estimated Assets: $50 million to $100 million

Estimated Debts: $50 million to $100 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
The Sports Authority           Trade             $1,324,449
1050 West Hampden Avenue
Englewood, CO 80J10
Tel: (303) 200-5050
Fax: (303) 832-4738

Goodwin Bros Construction Inc. Trade             $595,757
P.O. Box 1689
Tel: (352) 796-0149
Fax: (352) 544-1084

Wachovia Bank, NA              Bank Loan         $592,018
Commercial Loan Payment
Center 0502
Atlanta, GA 30314-0502
P.O. Box 740502
Tel: (813) 226-1455
Fax: (813)225-4440

AL Grading Contractors Inc.    Trade             $394,945

Plateau Excavating Inc.        Trade             $307,278

Superior Steel, Inc.           Trade             $274,936

Blume Mechanical LLC           Trade             $254,433

Tampa Amalgamated Steel Corp.  Trade             $239,031

Wachovia Bank, NA              Bank Loan         $226,611

Morgan & Burt Electric         Trade             $223,121

Colliers Arnold                Trade             $207,731

Merit Professional Coatings    Trade             $197,250
Inc.

Columbia Precast LLC           Trade             $192,749

JimLuca Electric Inc.          Trade             $188,891

Shumate Mechanical LLC         Trade             $179,043

King Steel Inc.                Trade             $175,885

Arming-Johnson Company         Trade             $169,875

Morgan & Burt Electric         Trade             $156,867

AL Grading Contractors Inc.    Trade             $154,209

Hauesler Marvin Interiors      Trade             $135,900

RC Aluminum Industries Inc.    Trade             $134,603

Diversified Concrete Service   Trade             $128,502
Inc.

Ruppert Nurseries Inc.         Trade             $126,515

Dixie-Roof Decks Inc.          Trade             $119,560

400 Beach Drive                Trade             $119,327

KPMG LLP Department            Trade             $114,400

Sunbelt Glass & Aluminum Inc.  Trade             $110,162

Alabama Power                  Trade - Utility   $104,781

Henry Sign Systems             Trade             $101,580

Ramcon LLC                     Trade             $96,638

Fluid Interiors                Trade             $96,267

Amsouth Bank Building          Bank Loan         $93,691

Shutts & Bowen LLP             Trade             $89,787

National City Bank             Bank Loan         $84,302

Laguna at Riviera Dunes        Trade             $83,202
Condominium Parkway
Association, Inc.

Baker Paintand Contracting Co. Trade             $82,366

Century Fire Protection Inc.   Trade             $79,012

Sunray Landscaping Inc.        Trade             $78,212

Energy Air Inc.                Trade             $75,441

The petition was signed by Anne Marie Solberg, chief restructuring
officer.


ONEIDA LTD.: Appeals Court Reverses Gropper Pension Plan Ruling
---------------------------------------------------------------
"More companies may end up liquidating in Chapter 7 as the result
of a decision in favor of the Pension Benefit Guaranty Corp.
handed down April 8 by the U.S. Court of Appeals for the
Second Circuit," Bill Rochelle at Bloomberg said.

As reported by the TCR on March 2008, Judge Allan Gropper of the
U.S. Bankruptcy Court for the Southern District of New York issued
a 28-page decision that premiums, created by the Deficit Reduction
Act of 2005, payable to the Pension Benefit Guaranty Corp.
resulting from the termination of Oneida Ltd's pension plan are
pre-bankruptcy general unsecured claims that were discharged by
the Debtors' confirmed plan of reorganization.  Judge Gropper also
held that Oneida is not estopped from refusing to pay the claims
in full.

The Circuit Court, however, reversed Judge Gropper's decision by
ruling on April 8 that a company with a terminated pension plan
must pay an annual termination premium of $1,250 per worker for
three years after emerging from Chapter 11, Bill Rochelle said.

Where Judge Gropper decided that the termination premium was a
pre-bankruptcy claim paid along with other unsecured creditors,
the appeals court ruled in its eight-page opinion that the claim
does not arise until the company emerges from bankruptcy, Mr.
Rochelle relates.

According to Mr. Rochelle, Judge Gropper's decision was appealed
directly from the bankruptcy court to the circuit court without an
intermediate appeal to a federal district judge.  There are no
other circuit court opinions on the issue.

Mr. Rochelle relates that to avoid paying the termination premium
after confirming a Chapter 11 plan, companies may end up
liquidating in Chapter 7, where the premium may not be required.

The circuit court decision, Mr. Rochelle adds, might influence
some companies to file under Chapter 11 somewhere other than New
York, where the bankruptcy courts are bound by the appeals court's
opinion.  He notes that avoiding bankruptcy in New York by filing
elsewhere doesn't assure a company of escaping Oneida's fate
because other courts, though not bound by the appeals court
ruling, might reach the same result.

                  Background on the Dispute

At the time of its bankruptcy filing, Oneida and the PBGC
entered into an agreement relating to the company's pension
obligations and the liabilities resulting from the underfunding
of its three tax-qualified single-employer defined-benefit
pension plans.  The plans were underfunded by about US$40
million, triggering minimum contributions to fund the
deficiency.

Oneida and the PBGC negotiated over the pension obligations.
Oneida agreed to provide the PBGC with a US$3 million promissory
note for the PBGC's secured claim, which note would also cover
"any unsecured claim it would have arising out of the distress
termination of certain of the Debtors' pension plans."

The Debtor's agreement to provide the note was premised on
termination of all three pension plans.  Upon filing for
bankruptcy, Oneida asked the Court to find that it had satisfied
the financial requirements for distress termination of the plans
and approve termination of the plans.

The Debtor later withdrew the request with respect to the
Buffalo China Salaried and Union Plans, after further
negotiations with the PBGC.  Both plans were not terminated,
although the Debtor reserved the right to move to do so in the
future.

In May 2006, the Court entered an order granting the Debtor's
uncontested motion to terminate the Oneida Plan.

The PBGC and Oneida thereafter reached an agreement containing
the specifics of the PBGC's claims arising from termination of
the Oneida pension plan, in effect finalizing their prepetition
agreement.  The settlement agreement continued to provide the
PBGC with a US$3 million note.

The Settlement Agreement was never formally approved because of
the objection of an equity committee in Oneida's case.  The
equity panel had objected to that part of the settlement that
recited that the PBGC had a US$56,236,900 unsecured claim.  The
Equity Committee, claiming there was value for equity, argued
that it was unfairly shut out and that an unreasonably high
unsecured claim allocated to the PBGC would prejudice its
position.

Eventually, all parties stipulated that the claim was at least
US$21,075,050.  In any event, after a contested confirmation
hearing in late July 2006, the Court found that there was no
value for equity, that the Plan satisfied the absolute priority
provisions of the Bankruptcy Code and that it could be "crammed
down" against the equity.   Oneida's bankruptcy plan was
confirmed in August 2006 and became effective in September 2006.

After confirmation, the Debtor and the PBGC entered into another
stipulation relating to claims arising from termination of the
Oneida Pension Plan.

Shortly after the Court approved the stipulation, in October
2006, the Debtor commenced a declaratory action, seeking a
finding that DRA Premiums are prepetition claims that were
satisfied, along with all other PBGC claims, by the US$3 million
note and were otherwise discharged in Oneida's Plan.

The PBGC contended that the DRA Premiums were not "claims" and
accordingly were not discharged at confirmation.  In the
alternative, the PBGC argued that because the liability became
enforceable only after the distress termination of the pension
plan, and because the distress termination occurred
postpetition, the liability is at worst a postpetition claim,
entitled to be paid in full as an administrative expense of the
Chapter 11 case.

The PBGC also asked the U.S. District Court for the Southern
District of New York to withdraw the reference, on the premise
(i) that the case required "consideration of both title 11 and
other laws of the United States regulating organizations or
activities affecting interstate commerce" (mandatory withdrawal)
or, alternatively, (ii) on the basis of discretionary withdrawal
of the reference.

The parties agreed that the DRA premiums would be paid into an
escrow account while the issue was litigated.

In July 2007, the District Court declined to withdraw the
reference, finding that to resolve the dispute, "the Bankruptcy
Court will be required to do what it does on a routine basis:
determine whether the DRA Premiums are post-petition obligations
that must be paid by Oneida upon reorganization, or pre-petition
'claims' that may be discharged pursuant to the Plan of
Reorganization."

The Deficit Reduction Act of 2005 was signed into law on
February 8, 2006.  The DRA is an appropriations bill designed to
reduce the deficit in connection with the 2006 fiscal-year
budget.  One section of the legislation amended the Employee
Retirement Income Security Act of 1974 to create an additional
premium for pension plans terminated as part of an in- or out-
of-court restructuring.

                       About Oneida Ltd.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) --
http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.  The Company has
operations in the United States, Canada, Mexico, the U.K., and
Australia.

The Company and its eight affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case No.
06-10489).  On May 12, 2006, Judge Gropper approved the Debtors'
disclosure statement.  Their pre-negotiated plan of
reorganization was confirmed on Aug. 31, 2006.  The company
emerged from Chapter 11 on Sept. 15, 2006, as a privately held
company.


PENTON BUSINESS: S&P Puts 'B-' Corporate Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Penton Business Media Holdings Inc. and related
entities, along with its issue-level ratings on the company's
debt, on CreditWatch with negative implications.

"The CreditWatch placement reflects our concern over Penton's
margin of compliance with financial covenants amid our expectation
of cyclically depressed operating performance for the business-to-
business trade show and publishing sector," said Standard & Poor's
credit analyst Tulip Lim.  "The recession has reduced ad pages for
many publishers and negatively affected trade shows."

For the fourth quarter ended Dec. 31, 2008, Standard & Poor's
estimates that the company's EBITDA, adjusted for timing
differences, declined in the teens percentage area.  The company's
leverage (according to S&P's definition and adjusted for operating
leases and pro forma for acquisitions and timing differences) was
very high, at 9.8x as of Dec. 31, 2008.  The company's leverage
according to its debt covenants was 8.3x.  EBITDA coverage of cash
interest expense (according to S&P's definition) for the year
ended Dec. 31, 2008 was low, at 1.3x.  EBITDA coverage of interest
expense was 1.5x based on the company's debt covenants.

For the 12 months ended Dec. 31, 2008, the company's covenant
EBITDA declined from that of the 12 months ended Sept. 30, 2008,
pro forma for the timing difference of the October 2008 trade show
between the two years.  S&P is concerned that the company may face
covenant pressures against its net first-lien debt-to-EBITDA ratio
-- currently its tightest covenant -- and S&P believes that the
costs of an amendment would place further pressure on interest
coverage.  This covenant stepped down on March 31, 2009, and then
steps down again on Sept. 30, 2009.  The company's compliance with
financial covenants could be in jeopardy in 2009 if EBITDA does
not increase moderately.

In resolving the CreditWatch listing, Standard & Poor's will
assess the company's near-term earnings, liquidity, and cash flow
prospects.


PETTERS GROUP: Owner Promised Fat Returns for "Fake" Merchandise
----------------------------------------------------------------
Susan Carey at The Wall Street Journal reports that Tom Petters
promised fat returns to investors who lent him money to purchase
surplus merchandise -- DVD players and flat-screen TVs -- and
resell it to famous retailers like Wal-Mart Stores Inc.

Court documents say that there were no such purchases or resales,
as they were faked.  WSJ relates that Mr. Petters denies the
charges.  According to court documents, Mr. Petters used the
proceeds of his alleged scheme to fund an "extravagant lifestyle"
as well as to acquire a host of other businesses like Polaroid
Corp., Sun Country Airlines and part of Fingerhut Cos. and stakes
in private companies.

WSJ relates that alleged victims include hedge funds,
universities, and creditors of several related businesses that
have been forced into receivership or bankruptcy.

Five other defendants, says WSJ, have pleaded guilty to felonies
and have agreed to have their assets placed in a receivership and
are awaiting sentencing.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc., and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


PERFECT PIG: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Perfect Pig, LLC
        P.O. Box 9
        Newton Grove, NC 28366

Bankruptcy Case No.: 09-03134

Type of Business: The Debtor operates a swine breeding facility.

Chapter 11 Petition Date: April 17, 2009

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

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: $9,251,039

Total Debts: $23,307,583

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

            http://bankrupt.com/misc/nceb09-03134.pdf

The petition was signed by Alan G. Herring, managing member of the
Company.


PHILADELPHIA NEWSPAPERS: Court Okays Probe on Taping at Debt Talks
------------------------------------------------------------------
The Hon. Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania said that Eckert Seamans Cherin &
Mellott L.L.C., which represents Philadelphia Newspapers LLC's
unsecured creditors, should investigate an alleged unauthorized
taping of a November meeting between company officials and other
lenders, Harold Brubaker at The Philadelphia Inquirer reports that
the Hon. Jean K. FitzSimon.

According to The Philadelphia Inquirer, Philadelphia Newspapers
had sought Judge FitzSimon's authorization for the hiring of law
firm Elliott, Greenleaf & Siedzikowski P.C. to investigate the
alleged recording.  As reported by the Troubled Company Reporter
on April 22, 2009, Philadelphia Newspapers CEO Brian 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.  Judge Fitzsimon denied the
motion to hire a special counsel.

The Philadelphia Inquirer relates that Eckert Seamans told Judge
Fitzsimon that an investigation on the recording fell within its
duties as counsel for the unsecured creditors, including vendors
like paper suppliers and other debt holders whose claims are
weaker than those of senior lenders.

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owns and
operates 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 -- http://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.


PILGRIM'S PRIDE: Court OKs Protocol for Resolving PI Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved on April 9, 2009, mandatory alternative dispute
resolution procedures for resolution of personal injury claims
against Pilgrim's Pride Corporation, its affiliated debtors, and
non-Debtor defendants.

Pursuant to the Court's order, all claimants are enjoined from
commencing or continuing any action or proceeding seeking to
establish, liquidate, collect or otherwise enforce any personal
injury claim against any of the Debtors or non-Debtor defendants
other than (i) through the approved ADR procedures or (ii)
pursuant to a Chapter 11 plan confirmed in the applicable Debtors'
Chapter 11 case.  The ADR injunction will only apply to enjoin
commencement or continuation of any action against a non-Debtor
defendant to the extent the automatic stay, has been, or will have
been, extended to said non-Debtor defendant pursuant to a separate
order of the Court.

The ADR injunction will expire with respect to a personal injury
claim only when the ADR procedures have been concluded and a Lift
Stay order of a Lift Stay stipulation has been entered with
respect to said personal injury claim.

If a claimant fails to comply with the ADR procedures, negotiate
in good faith or cooperate with the Debtors as may be necessary to
effectuate the ADR procedures, the Court may, after notice and a
hearing, grant appropriate relief, including, without limitation,
awarding attorney's fees, other fees and costs to the Debtors.

Pursuant to the ADR Procedures, all Confirmation of Loss Forms
must be completed and delivered to the Debtors before June 1,
2009.

A copy of the Court's order, the ADR procedures and the
Confirmation of Loss Form are available for free at:

    http://bankrupt.com/misc/Pilgrim'sPride.ADRProcedures.pdf

                  About Pilgrim's Pride Corp.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(Pink Sheets: PGPDQ) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants in
Mexico.  The processing plants are supported by 42 hatcheries, 31
feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC, is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

A nine-member committee of unsecured creditors has been appointed
in the case.

As of December 27, 2008, the company had $3,215,103,000 in total
assets, $612,682,000 in total current liabilities, $225,991,000 in
total long-term debt and other liabilities, and $2,253,391,000 in
liabilities subject to compromise.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


POPULAR INC: S&P Downgrades Counterparty Credit Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
counterparty credit rating on Popular Inc. to 'BB+' from 'BBB-'.
The outlook on the long-term rating is negative.  S&P lowered its
short-term rating on the company to 'B' from 'A-3'.  At the same
time, Standard & Poor's lowered its rating on the company's
preferred shares to 'B-' from 'BB-'.  S&P also lowered its ratings
on the company's primary subsidiary, Banco Popular de Puerto Rico,
to 'BBB-/A-3' from 'BBB/A-2'.

"The rating actions result from several factors, which include
significant net operating losses, a continued rapid deterioration
in credit quality, and a decline in tangible capital ratios," said
Standard & Poor's credit analyst Robert Hansen.  "We also have
factored in S&P's expectations for continued losses stemming from
increasing credit losses and the need to build loan loss reserves,
which should hurt capital ratios."

Specifically, S&P is concerned with the reported increase in
nonperforming assets and the potential for further deterioration,
notably in the construction, mortgage, and commercial loan
portfolios, as S&P sees continued weakness in home prices and
reduced sale activity.


PRATT-READ CORP: Files Chapter 11 Due to Clients' Delayed Payments
------------------------------------------------------------------
Pam Dawkins at Connpost.com reports that Pratt-Read Corp. has
filed for Chapter 11 bankruptcy protection.

Connpost.com quoted Pratt-Read CEO and President Harwood Comstock
as saying, "For 2008, we bucked the trend of the economy.  We were
up a little bit."

Citing Mr. Comstock, Connpost.com relates that Pratt-Read has
exceeded its profit expectations for early 2009 and expects modest
growth for the year, but clients are slower in paying.  According
to Connpost.com, Mr. Comstock said that April and May orders are
slowing, as usual, and the banking environment is more
restrictive.  "We didn't have cash to support the business," the
report quoted Mr. Comstock as saying.  Mr. Comstock, says
Connpost.com, is working with Webster Bank on debtor-in-possession
financing.

According to Connpost.com, Pratt-Read has two bankruptcy cases in
Bridgeport -- one specifying American Industrial and the other
naming Pratt-Read and American Industrial. The

Connpost.com quoted Christopher Winans -- the attorney for machine
shop Triple A Manufacturing in Bethel, which had been negotiating
a payment plan with Pratt-Read -- as saying, "It was a surprise to
us.  They sold them (Pratt-Read) various and sundry items over the
past few years," and were owed about $16,000 as of March 2009.
Connpost.com relates that Mr. Comstock disputes the amount owed to
Triple A, claiming that an employee gave them fraudulent product
orders.  Connpost.com, citing Mr. Comstock, states that Triple A
wasn't involved in the fraud, but it shouldn't have fulfilled the
orders.

Mr. Winans, according to Connpost.com, said that he doesn't expect
the bankruptcy to conclude in two to three years.

Shelton-based Pratt-Read Corp. started out making beads, buttons,
and billiard balls.  Then it moved into making mustache combs and
ivory covers for piano keys.  By the turn of the 19th century,
Pratt-Read was making wooden keyboards and internal piano
workings.  It started making screwdrivers around 1830.  Today, the
Company makes screwdriver handles and blades and, since the 2005
acquisition of American Industrial Manufacturers in Wisconsin, a
complete range of bits.


PREVENTION LABS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Prevention Laboratories, L.L.C.
        PO Box 1903
        Marion, IL 62959

Bankruptcy Case No.: 09-40678

Type of Business: The Debtor makes and sells hygiene products.

                  See http://www.preventionlabs.com/

Chapter 11 Petition Date: April 21, 2009

Court: Southern District of Illinois (Benton)

Judge: Kenneth J. Meyers

Debtor's Counsel: Douglas A. Antonik, Esq.
                  antoniklaw@sbcglobal.net
                  Antonik Law Offices
                  3405 Broadway
                  P.O. Box 594
                  Mt. Vernon, IL 62864
                  Tel: (618) 244-5739
                  Fax: (618) 244-9633

Total Assets: $38,275,349

Total Debts: $6,430,386

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Internal Revenue Service       property          $651,111
PO Box 21126
Philadelphia, PA 19114-0326

Media & Marketing Group, Inc   services          $50,000
123 NW 13th Street, Suite 223
Boca Raton, FL 33432

Illinois Dept of Employment    unemployment      $39,223
Security                       insurance
Bankruptcy Section
401 S State St, 4th Floor
Chicago, IL 60605

Pharmacy Healthcare            services          $33,104
Communication

Pharmacy Times                 services          $33,104

Smith Schafer and Associates   Accounting        $23,839
Ltd                            Services

Babcook and Associates LLC     Accounting        $23,145
                               Services
Carow Packaging                Account Payable   $22,400

Illinois Department of         2002 Taxes        $21,712
Revenue

James Crystal Inc.             property          $19,568

James Crystal Inc              Judgment          $19,568

McDonnell Boehnen Hulbert      Legal Services    $19,352
and Bergh

The petition was signed by Charles W. Miller, board member.


QIMONDA NA: Colliers, Emerald & Gordon to Assist in Water Fab Sale
------------------------------------------------------------------
Peter Clarke at EE Times Europe reports that Qimonda North America
Corp. said that it appointed Colliers International, Emerald
Technology Valuations LLC, and Gordon Brothers to assist the
Company in the sale of a wafer fab at Sandston, Virginia.

The advisory team is starting talks with potential buyers who may
consider operating the wafer fab, EE Times states, citing Qimonda.

EE Times notes that if Qimonda fails to find a buyer for the wafer
fab complete, the advisory team is ready to move on to a complete
production line sale.  Clean room and other manufacturing
facilities will be sold in separate transactions, according to EE
Times.

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG, filed an application with the local court in Munich,
Germany, on January 23, 2009, to open insolvency proceedings.

QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond
LLC, filed for Chapter 11 before the Delaware bankruptcy court on
February 20 (Bankr. D. Del., Lead Case No. 09-10589).  Mark D.
Collins, Esq., at Richards Layton & Finger PA, has been tapped as
counsel.  Roberta A. DeAngelis, the United States Trustee for
Region 3, appointed seven creditors to serve on an Official
Committee of Unsecured Creditors.  Jones Day and Ashby & Geddes
represent the Committee.  In its bankruptcy petition, Qimonda
estimated assets and debts of more than $1 billion.


QUECHAN TRIBE: Fitch Affirms 'CCC' Rating on $45 Mil. Bonds
-----------------------------------------------------------
Fitch Ratings has affirmed and removed from Rating Watch Negative
the ratings assigned to The Quechan Tribe of the Fort Yuma Indian
Reservation:

  -- Issuer rating at 'CCC';

  -- $45 million governmental project bonds series 2007 (tax-
     exempt) at 'CCC';

  -- $110 million gaming enterprise revenue bonds series 2008
     revised to 'B-' from 'CCC+';

The Rating Outlook is Stable.

Quechan's ratings were downgraded and placed on Watch Negative on
Oct. 3, 2008 due to Fitch's concern that a liquidity crisis was
developing as a result of the tribe's inability to secure external
financing to complete construction of the Quechan Casino Resort
project.  There was the potential for project construction
disruption or delay, requiring Quechan to fund a portion of the
remaining project cost through cash on hand at the tribal
government.  The need to contribute this additional equity to the
project led to erosion of the Quechan tribal government balance
sheet, raising concern related to an increased potential for the
occurrence of bond covenant violations.  Specifically, the
governmental project bond indenture requires the maintenance of an
unrestricted net asset balance at the tribal government equal to
at least 125% of the principal amount of long-term indebtedness
outstanding that does not have a security interest in the cash
flows of the casino operation (only the governmental project bonds
series 2007 apply to this test at this time).

The removal of the ratings from Watch Negative is the result of
these:

Opening of QCR alleviates liquidity concerns: After additional
funding, in the form of Quechan tribal government equity and a
$13.5 million loan from another Native American tribe (the tribal
loan), was contributed to the project fund, construction of the
QCR was completed.  The project opened on schedule and slightly
below budget on Feb. 14, 2009.  Completion of the project greatly
reduces the possibility of Quechan facing a liquidity crisis,
which could have led to cuts to governmental services for the
tribal membership and a delay or stoppage of the QCR project
construction;

Potential for breach of bond covenants is reduced: The
governmental project bond indenture allows the tribal government
to include receivables from the casino as part of the unrestricted
net asset balance, which must equal 125% of the outstanding par
amount of the governmental project bonds, tested on a quarterly
basis.  Since the beginning of construction of the QCR, the
portion of the balance that is comprised of casino receivables has
risen as the tribal government has contributed equity to the
project, to 58% of the unrestricted asset balance as of Dec. 31,
2008, from only 6.6% one year prior.  While Quechan was narrowly
in compliance with the test of as Dec. 31, 2008, Fitch notes that
the quality of the unrestricted assets used to demonstrate
compliance has clearly deteriorated as the amount of casino
receivables has increased.  However, the ability to include casino
receivables in the balance, coupled with the elimination of the
need to contribute any further equity to the QCR project, greatly
reduces the likelihood of the Tribe tripping the 125% covenant at
the March 31, 2009 test date and beyond.

First quarter 2009 (Q1'09) results positive: Boosted by the Feb.
14, 2009 opening of the QCR, revenues and EBITDA for the quarter
ended March 31, 2009 rose by 24.5% and 29.7%, respectively, versus
the prior year period.  Upon opening of the QCR, Quechan's former
California casino property was closed, while the Arizona casino
property remains in operation.  During February and March, the
casinos produced a significant amount of free cash flow after debt
service carrying charges, which will provide relief to the tribal
government balance sheet.

Fitch notes that despite these positive developments, significant
credit concern remains, supporting a 'CCC' issuer rating.  Most
importantly, risk remains during the operational ramp up period of
the QCR property.  Performance of the Yuma, AZ regional gaming
market was weak in 2008; Quechan's two casino properties posted
full year revenue and EBITDA declines of 7.4% and 17.5%. Regional
economic conditions are strained, and Fitch believes this will
negatively impact consumer discretionary spending in this gaming
market throughout the rest of 2009 and likely into 2010.
Furthermore, in a market that exhibits a great degree of
operational seasonality, initial results at QCR benefited from
opening during the high season.

In addition to recent poor market performance, Fitch notes that
there is risk associated with the opening of a new casino facility
that is a much more elaborate and sophisticated operation than the
tribe's previously existing casinos.  It will be a significant
challenge for the several new members that have recently joined
the gaming operation's senior management team to successfully
manage the operational ramp up of a new property in a regional
gaming market that has been exhibiting poor operating trends.

There is the potential for positive rating action if the QCR
property is able to sustain its initial operating trend during the
upcoming summer months, which is typically the slow season in the
Yuma, AZ gaming market.  Specifically, positive rating action will
depend upon the casino operation generating free cash flow after
debt service that can be transferred to the tribal government to
improve its liquidity position, restoring cash and reducing the
casino receivables balance.  While Quechan potentially could
restore liquidity by issuing additional debt to reimburse the
tribal government's equity contribution, further leveraging the
casino cash flows would likely have a negative impact on the
credit profile.

The operating margin for the quarter ended March 31, 2009 improved
to 60.3% from 57.9%.  Fitch does expect however, that margins may
be pressured over the upcoming year due to the higher expense base
at the QCR property relative to former California casino.  Quechan
is required to make monthly sinking fund payments of principal and
interest on the bonds and the tribal loan.  Debt service charges
are level through 2012.  The first significant debt maturity
occurs in 2013, when the casino is required to re-pay the Quechan
government $30 million of contributed equity that was structured
as a loan to the casino operation.  This piece of debt is
subordinate in right of payment to the bonds and the $13.5 million
tribal loan. Fitch expects that the Quechan government will extend
the maturity if the casino cannot refinance or cash fund the
principal payment.

Based on March 31, 2009 latest 12 months EBITDA, debt service
coverage as calculated per the gaming enterprise bond indenture
was 2.09 times (x).  Remedies for bondholders include a springing
debt service reserve fund and a trustee controlled flow of funds
whenever the debt service coverage falls below 1.75x. An event of
default occurs at 1.25x.  The debt service coverage ratio is
tested on a rolling four quarter basis.

The rating revision on the gaming enterprise bonds to 'B-' from
'CCC+' reflects adjustment to Fitch's rating definitions, which
eliminated '+'/'-' modifiers in the 'CCC' category (see Fitch
Report 'Revisions to Ratings Definition' dated March 3, 2009
available at www.fitchratings.com).  The gaming enterprise bonds
are rated one notch above the issuer rating due to security
provisions included in the bond indenture, in accordance with
Fitch's published criteria for Native American gaming issuers.
The governmental project bonds are rated on par with the issuer
rating, because they are unsecured relative to the gaming bonds.
The gaming enterprise bondholders have a security interest in the
casino cash flows, while the governmental project bonds are non-
recourse to the casino assets, including the cash flows.


RAPHAEL DAVY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: RAD Realty Corporation
        P.O. Box 4948
        Silver Spring, MD 20914-4948

Bankruptcy Case No.: 09-16800

Chapter 11 Petition Date: April 17, 2009

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

Judge: Paul Mannes

Debtor's Counsel: J.Michael Broumas, Esq.
                  Broumas Law Group LLC
                  8370 Court Avenue, Suite 203
                  Ellicott City, MD 21043
                  Tel: 410-523-8100
                  Fax : 443-836-9163
                  Email: michael@broumas.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/mdb09-16800.pdf

The petition was signed by Raphael Davy, president of the Company.


RAVELLO LANDING: U.S. Trustee Sets Meeting of Creditors for May 21
------------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Ravello Landing, LLC's Chapter 11 case on May 21, 2009, at
4:00 p.m., at 300 Las Vegas Blvd., South, Room 1500, 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.

Headquartered in Henderson, Nevada, Ravello Landing, LLC --
http://ravellolanding.com/-- owns a single asset real estate.
The Debtor filed for Chapter 11 protection on April 14, 2009
(Bankr. D. Nev. Case No. 09-15672).  Brigid M. Higgins, Esq.,
at Gordon & Silver, Ltd. represents the Debtor in its
restructuring efforts.  The Debtor listed total assets of
$30,162,526 and total debts of $16,154,355.


REVLON INC: MacAndrews Proposal Won't Affect S&P's 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that Revlon Inc., the
parent company of Revlon Consumer Products Corp. (B-/Stable/--)
received a proposal from MacAndrews & Forbes Holdings Inc. to
convert Revlon Inc.'s Class A common stock, currently not held by
M&F, to voting preferred stock.

The proposal, which was sent to the independent members of Revlon
Inc.'s Board of Directors, will not immediately affect the RCPC
ratings or outlook.  M&F effectively controls about 75% of Revlon
Inc.'s voting rights.  The preferred stock would pay an annual
dividend of 12.5% and would be redeemed four years from the date
of issuance at the liquidation preference, which is about
$75 million.  Along with this transaction, M&F proposed to
contribute $75 million of its $107 million subordinated loan to
Revlon Inc. (payable by RCPC), extend the loan maturity to 2013,
and increase the interest rate on this loan to 12.5%.  As a result
of the M&F loan maturity extension, RCPC would not have any
scheduled debt maturities until 2011.  S&P expects that if Revlon
Inc.'s board accepts the M&F proposal, there would be no
significant effect on the company's cash flow or credit metrics.


RICE FINANCIAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Rice Financial Corporation
        2803 East South Blvd.
        Montgomery, AL 36116

Bankruptcy Case No.: 09-31002

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Rice Acceptance Company, Inc.              09-31003

Chapter 11 Petition Date: April 15, 2009

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Debtor's Counsel: Britt-AM Griggs, Esq.
                  Parnell and Crum, P.A.
                  P.O. Box 2180
                  Montgomery, AL 36102-2189
                  Tel: (334) 832-4200
                  Email: bkrp@parnellcrum.com

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

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

The petition was signed by David R. Deloney, president of the
company.

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

             http://bankrupt.com/misc/almb09-31002.pdf


SAAB ONE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Saab One, Inc.
        3000 N.W. 59th St.
        Fort Lauderdale, FL 33309

Bankruptcy Case No.: 09-16705

Chapter 11 Petition Date: April 13, 2009

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

Judge: Raymond B. Ray

Debtor's Counsel: David Marshall Brown, Esq.
                  33 NE 2 St # 208
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Email: dmbrownpa@bellsouth.net

Total Assets: $600,000

Total Debts: $1,226,893

The Debtor does not have creditors who are not insiders.

The petition was signed by Michael O'Brien, president.


SAFENET INC: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating to
SafeNet, Inc. and also assigned ratings to the credit facilities.
The first lien credit facilities were assigned a B1 rating and the
second lien term loan was assigned a Caa1 rating.  The ratings
outlook is stable.

The B2 corporate family rating reflects SafeNet's high financial
leverage relative to its small business scale (total revenue of
$329 million, with debt/adjusted EBITDA of 5.8 times), as well as
its significant customer concentration and its modest but
significant acquisition appetite.  SafeNet's good market position
in niche product segments supports the rating, as do, the
relatively high barriers to entry in the classified government
business due to Type 1 certification requirement.  Further,
SafeNet has an established long-term relationship with government
agencies as a trusted provider of security products, which has
enabled it to secure a $400 million IDIQ contract from the
Department of Defense.  SafeNet also has a diversified product
portfolio that spans several industries and end markets.  The
rating is constrained by its relatively small revenue size and by
the high levels of required R&D investments in order to maintain
its competitive advantage in this evolving security software
market.

The stable rating outlook reflects Moody's expectation that
SafeNet will continue to demonstrate modest organic revenue, as
well as profitability and cash flow growth, while maintaining its
good liquidity and market position.  Moody's believes that the
company may further continue its growth through small "tuck-in"
acquisitions. The outlook is sensitive to the outcome of the DOJ /
SEC investigations.

These ratings were assigned:

  -- Corporate family rating: B2

  -- Probability of default rating: B2

  -- $25 million 6-year First lien Revolving Credit Facility due
     2013: B1, LGD3, 32%

  -- $250 million 7-year First Lien Senior Secured Term Loan due
     2014: B1, LGD3, 32%

  -- $125 million 8-year Second Lien Senior Secured Term Loan due
     2015: Caa1, LGD5, 84%

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

With revenues of $329 million for fiscal year ended December 31,
2008, SafeNet Inc, which is headquartered in Belcamp, Maryland, is
a provider of network security solutions to government, financial
institutions, and global enterprises.


SHARPER IMAGE: Cancels Credit Card Agreement with American Express
------------------------------------------------------------------
The Sharper Image Corp. and American Express Travel Related
Services Company, Inc., entered into a Merchant Services
Agreement, pursuant to which the Debtor accepted credit cards for
the purchase of goods and services by its customers.

Following each card sale, the Debtor forwarded the transaction
data documenting the card sale to American Express.  After
American Express received the transaction data corresponding to
the card sale, and within the period provided in the Agreement, it
remitted to the Debtor the amount of the purchase less any
discount or transaction fees, chargebacks, returns, processing
fees, submission error fees, adjustments, and other withholdings.

American Express currently holds $75,000 in reserve that has
accrued following the Petition Date.  Although the Debtor no
longer accepts the Card as a result of having terminated its
business, American Express continues to bear the risk of
nonpayment for items purchased with the Card prior to the Debtor
having ceased operations.  Also, prior to the Petition Date,
American Express incurred $15,529 in chargebacks, and $31,000 in
cost, which consist of $9,470 for legal expenses and 21,000 for
internal resources.

The Debtor and American Express, to avoid lengthy and expensive
litigation, entered into a settlement resolving their disputes.

Accordingly, pursuant to Rule 9019 of the Federal Rules of
Bankruptcy Procedure, the Debtor asks the Court to approve its
settlement agreement with American Express.

The settlement provides, among other things, that:

   (a) the Debtor will reject the Merchant Service Agreement;

   (b) to the extent American Express has a claim for damages
       arising from the rejection, any allowed rejection damages
       will be an unsecured, non-priority claim;

   (c) American Express will have an allowed administrative claim
       of $25,000.  In full and final satisfaction of
       Administrative Claim, American Express is authorized to
       offset the Administrative Claim against the Reserve; and

   (d) within 10 days after the entry of the final order
       approving the Stipulation, American Express will remit, by
       check or wire transfer, $50,000 to the Debtor.

                         The Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on February 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including September 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Cooley Godward Seeks $51,000 for 4 Months' Work
--------------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, two
bankruptcy professionals hired in the bankruptcy cases of The
Sharper Image Corp. filed interim applications for compensation
and reimbursement of expenses for the period from November 1,
2008, through February 28, 2009:

Professional                       Fees         Expenses
------------                      -----         --------
Cooley Godward Kronish LLP        $51,970         $423
Loughlin Meghji+company            19,320            -

Cooley Godward is the lead counsel to the Official Committee of
Unsecured Creditors.  Loughlin is the financial advisor to the
Committee.

                         The Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on February 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including September 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Court Approves Settlement of Motorola Lawsuit
------------------------------------------------------------
Judge Kevin Gross of the United States Bankruptcy Court for the
District of Delaware approved a settlement agreement between The
Sharper Image Corp. and Motorola, Inc.

The Debtor has identified certain transfers to Motorola, its
former supplier of electronic goods, on account of antecedent debt
within 90 days of the Petition Date aggregating $408,029.

The Debtor has asserted that those transfers constitute voidable
preferences pursuant to Section 547 of the Bankruptcy Code and
has made a written demand to Motorola for recovery of the
Disputed Transfers.  Motorola has rejected the demand and argued
that the Disputed Transfers are not avoidable pursuant to Section
547(c).

After substantial negotiations between the Debtor and Motorola as
to the dispute and the pertinent facts, in the interests of
expeditious resolution, and to eliminate the uncertainty and
costs of prolonged discovery and litigation, the parties have
agreed that it is in their mutual best interests that their
dispute be resolved consensually.  Accordingly, the parties
entered into a settlement resolving their disputes.

The settlement agreement provides that Motorola will pay to the
Debtor $185,000 in full and final settlement of the dispute upon
entry of a final and non-appealable order approving the Settlement
Agreement.

The Settlement Agreement further provides for a mutual release of
all claims related to the Disputed Transfers, with the exception
of Motorola's right to file a general unsecured claim in the
Settlement Amount pursuant to Section 502(h).

Although neither party admits the facts relied upon by the other
nor concedes to the legal positions asserted by each, the parties
seek to settle their dispute due to the vagaries of litigation
and the costs and expenses that would be incurred by the
initiation of litigation to the detriment of both Parties.

                         The Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on February 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including September 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SHARPER IMAGE: Settles $122,495 Polaris Claim for Deliveries
------------------------------------------------------------
In the ordinary course of business, Polaris Media Research, Inc.,
and The Sharper Image Corporation were parties to an Amended and
Restated License Agreement, dated October 23, 2007.  Pursuant to
the Contract, Polaris was licensed to use "The Sharper Image"
name and logo as licensed trademarks on Bluetooth and non-
Bluetooth enabled, stand-alone and handheld GPS navigation devices
in the United States, Canada, and U.S. territories and
possessions.  As contemplated by the Contract, certain of Polaris'
products were sold by the Debtor in its stores and other retail
channels.

Prior to the Petition Date, Polaris received two purchase orders
for GPS navigation units from the Debtor.  Because of the Debtor's
Chapter 11 filing, Polaris held shipment on the purchase orders.
However, after receiving confirmation from the Debtor's sales
representative that the company remained interested in selling the
ordered product, on March 10, 2008, Polaris shipped 500 GPS
navigation units to one of the Debtor's inventory warehouses.  The
total amount of the invoice was for $122,495.

Pursuant to an order by the U.S. Bankruptcy Court for the District
of Delaware approving the sale of substantially all of the
Debtors' assets, the Polaris Contract was rejected effective
June 10, 2008.  On July 21, 2008, Polaris filed a proof of claim
asserting $450,000 in damages from the rejection of the Contract.
On October 9, 2008, in light of the administrative bar date set by
the Debtor, Polaris also filed an administrative expense claim for
the cost of the postpetition delivery of goods in an amount of
$122,495.

To eliminate litigation costs, pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure, the Debtor and Polaris
entered into a settlement of the Administrative Claim.

The Debtor and Polaris ask the Court to their settlement.

John H. Strock, Esq., at Womble Carlyle Sandridge & Rice, PLLC, in
Wilmington, Delaware, tells the Court that because Polaris
concluded that immediate payment of its Administrative Claim was
preferable to waiting to recover on the full amount of its Claim
upon conclusion of the Debtor's wind-down efforts, Polaris has
agreed to accept immediate payment of only $24,499, representing
20% of $122,495 originally sought.

According to Mr. Strock, the Debtor and Polaris each agree to
expressly knowledgeably waive and mutually release and forever
discharge one another of any and all liabilities, obligations,
claims relating in any way whatsoever to the Chapter 11 case.

                         The Sharper Image

Headquartered in San Francisco, California, Sharper Image Corp. --
http://www.sharperimage.com/-- was a multi-channel specialty
retailer.  It operated in three principal selling channels: the
Sharper Image specialty stores throughout the U.S., the Sharper
Image catalog and the Internet.  The Company has operations in
Australia, Brazil and Mexico.  In addition, through its Brand
Licensing Division, it was also licensing the Sharper Image brand
to select third parties to allow them to sell Sharper Image
branded products in other channels of distribution.

The Company filed for Chapter 11 protection on February 19, 2008
(Bankr. D.D., Case No. 08-10322).  Judge Kevin Gross presides
over the case.  Harvey R. Miller, Esq., Lori R. Fife, Esq., and
Christopher J. Marcus, Esq., at Weil, Gotshal & Manges, LLP,
serve as the Debtor's lead counsel.  Steven K. Kortanek, Esq.,
and John H. Strock, Esq., at Womble, Carlyle, Sandridge & Rice,
P.L.L.C., serve as the Debtor's local Delaware counsel.

An Official Committee of Unsecured Creditors has been appointed in
the case.  Cooley Godward Kronish LLP is the Committee's lead
bankruptcy counsel.  Whiteford Taylor Preston LLC is the
Committee's Delaware counsel.

When the Debtor filed for bankruptcy, it listed total assets of
$251,500,000 and total debts of $199,000,000.  As of June 30,
2008, the Debtor listed $52,962,174 in total assets and
$39,302,455 in total debts.

The Court extended the exclusive period during which the Debtor
may file a Plan through and including September 16, 2008.  Sharper
Image sought and obtained the Court's approval to change its name
to "TSIC, Inc." in relation to an Asset Purchase Agreement by
the Debtor with Gordon Brothers Retail Partners, LLC, GB Brands,
LLC, Hilco Merchant Resources, LLC, and Hilco Consumer Capital,
LLC.

(Sharper Image Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SIDNEY KIMMEL: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sidney Kimmel Cancer Center
        10905 Road to the Cure
        San Diego, CA 92121

Bankruptcy Case No.: 09-05065

Type of Business: The Debtor is a research institute.

Chapter 11 Petition Date: April 17, 2009

Court: Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: Victor A. Vilaplana, Esq.
                  vavilaplana@foley.com
                  Foley & Lardner
                  402 West Broadway, Suite 2100
                  San Diego, CA 92101
                  Tel: (619) 234-6655
                  Fax: (619) 234-3510

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Jan Schnitzer                  agreement         $1,219,000
1475 Trabert Ranch Road
Encinitas, CA 92024
Tel: (858) 450-5990

Bob Margolis & Rati Fotedar    agreement         $835,823
5320 Caminito Exquisito
San Diego, CA 92130
Tel: (858) 450-5990

Michael McClelland             agreement         $766,000

Altman Investment Co. LP       lease             $397,895

University of California       research grant    $211,774

The Scripps Research           subcontract       $13,482
Institute

SAFC Pharma                    agreement         $13,356

Burnham Institute for Medical  subcontract       $13,218
Research

Sungard Bitech                 contract          $9,414

Invitrogen                     trade debt        $8,508

The petition was signed by Jan D'Alvise, interim chief executive
officer.


SILVER CREEK TOOL: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Silver Creek Tool Services, L.L.C.
        16668 Barber Rd
        Fall River, KS 67047

Bankruptcy Case No.: 09-11141

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    Silver Creek Liquid Feed, L.L.C.
09-11142

Chapter 11 Petition Date: April 21, 2009

Court: United States Bankruptcy Court
       District of Kansas (Wichita)

Debtor's Counsel: Edward J Nazar, Esq.
                  245 North Waco
                  Ste 402
                  Wichita, KS 67202
                  (316) 262-8361
                  Fax: (316) 263-0610
                  Email: ebn1@redmondnazar.com

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

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

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

            http://bankrupt.com/misc/ksb09-11141.pdf

The petition was signed by Andrew W. Miller, managing member of
the Company.


SIX FLAGS: Moody's Says Offer on $868MM Bonds is Distressed Offer
-----------------------------------------------------------------
Moody's Investors Service said that Six Flags, Inc.'s proposed
exchange offer to convert its approximate $868 million of bonds
and approximate $318.8 million of Preferred Income Equity
Redeemable Shares into common stock, if completed, will constitute
a distressed exchange, which is an event of default under Moody's
definition of default.

The last rating action was on March 13, 2009 when Moody's
downgraded Six Flags' Corporate Family Rating and Probability of
Default Ratings to Ca from Caa2 as well as its various debt
instrument ratings.

Six Flags' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (iii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk.  Moody's compared these attributes against
other issuers both within and outside Six Flags' core industry and
believes Six Flags' ratings are comparable to those of other
issuers with similar credit risk.

Six Flags, Inc., headquartered in New York City, is a regional
theme park company that operates 20 parks spread across North
America.


SMART OFFICE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Smart Office Systems Ltd.
        2101 West Willow Street
        Lansing, MI 489

Bankruptcy Case No.: 09-04503

Chapter 11 Petition Date: April 16, 2009

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

Debtor's Counsel: Kevin B. Schumacher, Esq.
                  Glassen Rhead McLean Campbell & Schumacher
                  533 South Grand Avenue
                  Lansing, MI 48933
                  Tel: (517) 482-3800
                  Email: schumacher@glassenrhead.com

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

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

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

            http://bankrupt.com/misc/miwb09-04503.pdf

The petition was signed by Todd Thoman, Vice President of the
company.


SPUR ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Spur Enterprises, Inc.
        2773 Sydney Street
        Pittsburgh, PA 15203

Bankruptcy Case No.: 09-22688

Chapter 11 Petition Date: April 15, 2009

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

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

The petition was signed by Roy D. Davis, president of the company.

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

             http://bankrupt.com/misc/pawb09-22688.pdf


SPECTRUM BRANDS: Sets June 15 Confirmation Fight with Lenders
-------------------------------------------------------------
Spectrum Brands Inc. has received from the U.S. Bankruptcy Court
for the Western District of Texas (San Antonio) approval of the
disclosure statement explaining the terms of its proposed Chapter
11 plan.  The Court will begin confirmation hearings on June 15.

According to Bloomberg's Bill Rochelle, the plan process has been
slower than what was hoped for by Spectrum Brands.  He says that
secured creditors owed $1.35 billion are opposing the
reorganization.  They contend they are adversely affected even
though the plan says defaults will be cured and the debt
reinstated.  The Company and the lenders are currently embroiled
in disputes over document production that threaten to delay the
confirmation process.

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

Mr. Rochelle notes that Spectrum has a June 30 deadline for
winning approval of the plan. Otherwise, the noteholders are no
longer obliged to support confirmation.

                       About Spectrum Brands

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

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

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

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


STAR TRIBUNE: Unsecured Creditors Have Plan Agreement
-----------------------------------------------------
Bloomberg's Bill Rochelle reported that Minneapolis Star Tribune
disclosed in a bankruptcy court filing this week that the
unsecured creditors' committee reached an agreement with secured
lenders on the recovery for unsecured creditors under a Chapter 11
plan.

Star Tribune talked about the deal in its request for an August 13
extension of its exclusive period to file a plan.  The U.S.
Bankruptcy Court for the Southern District of New York will
convene a hearing on the extension request on May 6.

Headquartered in Minneapolis, Minnesota, The Star Tribune Company
-- http://www.startribune.com-- operate the largest newspaper in
the U.S. state of Minnesota and published seven days each week in
an edition for the Minneapolis-Saint Paul metropolitan area.  The
company and its affiliate, Star Tribune Holdings Corporation,
filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D.
N.Y. Lead Case No. 09-10245).  Marshall Scott Huebner, Esq., James
I. McClammy, Esq., and Lynn Poss, Esq., at Davis Polk & Wardwell,
represent the Debtors in their restructuring efforts.  Blackstone
Advisory Services L.P. is the Debtors' financial advisor.  Diana
G. Adams, the U.S. Trustee for Region 2, selected seven members to
the official committee of unsecured creditors in the Debtors'
Chapter 11 cases.  Scott Cargill, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC, represents the Committee as
counsel.  When the Debtors filed for protection from their
creditors, they listed assets and debts between $100 million and
$500 million each.


STERLING METALS: Wants to Borrow $1 Million from Minco Silver
-------------------------------------------------------------
Sterling Mining Company asks the U.S. Bankruptcy Court for the
District of Idaho for authority to obtain post-petition borrowing
of up to million from Minco Silver Corp., to be secured by all
assets of the Debtor, in accordance with a budget.  Loan proceeds
will be used to pay administrative expenses and preserve the value
of the Leasehold and other estate property for creditors of the
estate.

Sterling Mining informs the Court that Minco is a secured creditor
with a scheduled fifth position blanket security interest on all
assets of the Debtor securing an amount scheduled at $5,211,834.

The agreement with Minco provides that funding will terminate
unless final and binding orders of the Court are entered no later
than June 30, 2009, authorizing the Debtor to assume and cure the
Sunshine lease and ordering turnover to Sterling Mining of the
Sunshine Mine from Sunshine Precious Metals.  Sunshine Precious
Metals, through its agent SNS Silver Corp., has been in possession
of the leasehold since February 24, 2009.

Sterling Mining tells the Court that since February of 2009, Minco
has voluntarily escrowed $10,000 per month with Allegro Services,
Inc., Spokane, Washington, by agreement with the State Court
Receiver of the Debtor, for purposes of funding the Sunshine Lease
payments.  In addition, since February of 2009, Minco has paid
monthly payments in the amount of $15,719 to Westchester Surplus
Lines, to fund premium payments in order to maintain Debtor's all
risk mining insurance policy.  Said payments, the Debtor relates,
have been made by Minco, without an agreement with the Debtor, and
have not received Court approval.

In addition to the amounts claimed due by Minco of approximately
$5 million based on the July 21, 2008 credit facility, Debtor says
that Minco may claim an unsecured claim for a breakup fee in the
amount of $2.7 million.

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


STERLING MINING: Mine Owner Asks Court to Appoint Ch. 11 Trustee
----------------------------------------------------------------
Sunshine Precious Metals, Inc., the owner of the Sunshine Mine
located near Kellogg, Idaho, asks the U.S. Bankruptcy Court for
the District of Idaho to appoint a Chapter 11 trustee in Sterling
Mining Company's bankruptcy case.

SPMI tells the Court that the Debtor's current management has
mismanaged the business of Sterling Mining and that Minco Silver
Corp. has alleged fraud and misrepresentation, fraudulent
transfers to hinder creditors, insider transactions, and general
mismanagement leading up to the filing.

SPMI relates that Minco, who advanced a $5 million to the Debtor
in 2008, has a disputed security interest in the Sunshine Mining
Lease.

In a press release dated March 3, 2009, Minco clarified that the
status of the Sunshine Mining Lease is still a matter to be
decided by the Courts as set out in a law suit filed in the
Shoshone County District Court between Sterling Mining and SPMI
(the "Sunshine Action").  To protect its secured interest and
property rights in the Sunshine Mining Lease, Minco has filed a
motion to join the Sunshine Action.

As reported by the Troubled Company Reporter on February 6, 2009,
Sterling Mining clarified news articles indicating that the
company had "lost" the lease on the Sunshine Mine located near
Kellogg, Idaho, and that SPMI intended to repossess the property.
Sterling Mining said that SPMI has in the past and continues to
claim that material defaults have occurred in several provisions
of the mining lease.  These allegations, Sterling Mining said,
have been responded to in a timely manner and the company does not
believe that any of the defaults are material or non-curable,
although these issues will ultimately likely be determined through
the judicial process.

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.

Sterling Mining filed for bankruptcy protection on March 3, 2009
(Bankr. D. Idaho Case No. 09-20178).  Bruce A. Anderson, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, Chartered
represents the Debtor as counsel.


STIEFEL LABORATORIES: Moody's Reviews 'B1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Stiefel
Laboratories, Inc. under review for possible upgrade, including
the B1 Corporate Family Rating.  This rating action follows the
recent announcement by GlaxoSmithKline plc that it intends to
acquire Stiefel for approximately $2.9 billion plus the assumption
of $0.4 billion of net debt.  The acquisition is subject to
regulatory approvals and is expected to close in the third quarter
of 2009.

The rating review will focus on whether Stiefel's debt remains
outstanding following the acquisition, and GSK's treatment of this
debt, including an evaluation of any support mechanisms provided.
GSK is currently rated A1 with a negative rating outlook.

If Stiefel's debt is repaid, Moody's anticipates withdrawing
Stiefel's ratings.

Should the acquisition not close, Moody's ratings on Stiefel will
continue to reflect the company's stand-alone credit quality.
Prior to the rating action, Moody's maintained a negative outlook
on Stiefel's ratings based on CFO/Debt and FCF/Debt ratios that
are weak for the B1 Corporate Family Rating.  Stiefel remains in
compliance with key covenants under its credit agreements, but
covenants step down during 2009 and will erode the cushion.

Ratings placed under review for possible upgrade:

  -- B1 Corporate Family Rating
  -- B1 Probability of Default Rating
  -- B1 (LGD3, 47%) first lien senior secured term loan and
  -- B1 (LGD3, 47%) revolving credit facility

Moody's last rating action on Stiefel took place on September 17,
2007 when Moody's revised Stiefel's rating outlook to negative
from stable.

Headquartered in Coral Gables, Florida, Stiefel Laboratories, Inc.
is the largest privately held pharmaceutical company specializing
in dermatological products.  The company develops, manufactures
and markets a variety of prescription and non-prescription
dermatological products, including Duac, Soriataine and Physiogel.


STONERIVER PARTNERS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: StoneRiver Partners, LP
           dba Johnny Carino's Country Italian
           aka Carino's Italian Grill
        PO Box 52230
        Irvine, CA 92619-2230

Bankruptcy Case No.: 09-13275

Chapter 11 Petition Date: April 12, 2009

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

Judge: Theodor Albert

Debtor's Counsel: Garrick A Hollander, Esq.
                  Winthrop Couchot
                  660 Newport Center Dr Ste 400
                  Newport Beach, CA 92660
                  Tel: 949-720-4150
                  Fax: 949-720-4111
                  Email: sconnor@winthropcouchot.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 19 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/cacb09-13275.pdf

The petition was signed by John D. Gantes, president of StoneRiver
Inc., the company's general partner.


SUN MICROSYSTEMS: MySQL Clients Worried About Oracle's Acquisition
------------------------------------------------------------------
Ben Worthen at the Wall Street Journal reports that some people
who rely on MySQL and other "open source" products worry about how
Oracle Corp. will handle the programs it acquires along with Sun
Microsystems Inc.

As reported by the Troubled Company Reporter on April 22, 2009,
Sun Microsystems and Oracle entered into a definitive agreement
under which Oracle will acquire Sun Microsystems 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
Microsystem's cash and debt.

Kim Polese, who worked on Java at Sun Microsystems in the 1990s
and is now CEO of a Silicon Valley start-up called SpikeSource
Inc., said that there are "a lot of unanswered questions" about
how Oracle plans to use the Company's programs, WSJ states.

According to WSJ, analysts don't believe that Oracle will stop
offering MySQL -- a fast-growing database mostly used to run Web
sites and is one of several free or low-cost software programs
promoted by Sun Microsystems as alternatives to products from
giants like Oracle and Microsoft Corp. -- or Sun Microsystems'
other open source products.  WSJ notes that in the past, Oracle
has continued to support open-source software that it has
acquired, including several products that compete with its core
database business.

WSJ relates that former MySQL CEO Marten Mickos said that he
believes that Oracle will use the software to drive into new
markets.

                     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 22, 2009,
Moody's 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.

According to the TCR on April 22, 2009, 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.


SUN-TIMES MEDIA: Lays Off 140 Workers to Cut Costs
--------------------------------------------------
The Associated Press reports that a Sun-Times Media Group Inc.
spokesperson said that the Company laid off 140 employees in its
publications and business units last week to cut costs during its
bankruptcy reorganization.

A Sun-Times spokesperson said that the laid off workers comprise
10% of the Company's nonunion staff, according to The AP.  The
spokesperson said that Sun-Times wants to reduce compensation
costs by 15%, The AP relates.

Sun-Times Media Group, Inc. -- http://www.thesuntimesgroup.com/--
(Pink Sheets:SUTM) owns media properties including the Chicago
Sun-Times and Suntimes.com as well as newspapers and Web sites
serving more than 200 communities across Chicago.  The Company and
its affiliates conduct business as a single operating segment
which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at Sept. 30, 2008, showed total
assets of $479.9 million, total liabilities of $801.7 million,
resulting in a stockholders' deficit of roughly $321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Delaware Case No. 09-
11092).  James H.M. Sprayregan, P.C., James A. Stempel, Esq.,
David A. Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland &
Ellis LLP assist the Debtors in their restructuring efforts.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.  As
of November 7, 2008, the Debtors listed $479,000,000 in assets and
$801,000,000 in debts.


T & M SALVAGE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: T & M Salvage, Inc.
        PO Box 100
        Mulberry, FL 33860

Bankruptcy Case No.: 09-07159

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court Middle District of Florida (Tampa)

Debtor's Counsel: Patti W Halloran, Esq.
                  Gibbons, Neuman, Bello, Segall & Allen
                  3321 Henderson Blvd
                  Tampa, FL 33609
                  Tel: (813) 877-9222
                  Fax: (813) 877-9290
                  Email: phalloran@gibblaw.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/flmb09-07159.pdf

The petition was signed by Adelina McCulley, president.


TATNUCK SYSTEMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Tatnuck Systems, Inc.
        206 Turnpike Road
        Southborough, MA 01772

Bankruptcy Case No.: 09-41405

Chapter 11 Petition Date: April 16, 2009

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

Judge: Joel B. Rosenthal

Debtor's Counsel: Adam J. Ruttenberg, Esq.
                  Looney & Grossman, LLP
                  101 Arch Street
                  Boston, MA 02110
                  Tel: (617) 951-2800
                  Fax : (617) 951-2819
                  Email: aruttenberg@lgllp.com

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

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

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

The petition was signed by Stephen J. Morgan, President of the
company.


TECK COMINCO: Commitment Bridge Extension Won't Affect Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service said that Teck Cominco Limited's (Ba3,
Negative) commitment letter covering the bridge extension and
deferral of loan payments will have no impact on its Ba3 Corporate
Family Rating or negative outlook, although these actions
represent positive developments from a ratings perspective as they
substantially reduce Teck's near term refinancing risk.

The last rating action on Teck Cominco was a downgrade of the
company's Corporate Family Rating to Ba3 (from Ba1) on February 6,
2009.

Teck Cominco, based in Vancouver, British Columbia, has a
diversified business base with operations in zinc, copper,
metallurgical coal, gold and other investment holdings. Revenues
in 2008 were C$6.9 billion.


TOMMY FULCHER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Tommy J. Fulcher, Jr.
        Gail V Fulcher
        9520 Mountain Blvd
        Oakland, CA 94605
        fdba Calfia Industries LLC
        dba CAlfia Builders

Bankruptcy Case No.: 09-43127

Chapter 11 Petition Date: April 16, 2009

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

Judge: Edward D. Jellen

Debtor's Counsel: Michael Akana, Esq.
                  Law Offices of Michael P. Akana
                  225 W Winton Ave. #209
                  Hayward, CA 94544
                  Tel: (510)670-0922
                  Email: mikemikeakana@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/canb09-43127.pdf

The petition was signed by Tommy J. Fulcher, Jr. and Gail V.
Fulcher.


TTF B4: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: TTF B4, LLC
        101 Eisenhower Parkway
        Roseland, NJ 07068

Bankruptcy Case No.: 09-19377

Chapter 11 Petition Date: April 14, 2009

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

Judge: Rosemary Gambardella

Debtor's Counsel: Richard D. Trenk, Esq.
                  Trenk DiPasquale Webster Della Fera & Sodono PC
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Email: rtrenk@trenklawfirm.com

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

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

The petition was signed by Steven L. Trenk, 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/njb09-19377.pdf


TOUSA INC: Files Amended Chapter 11 Liquidating Plan
----------------------------------------------------
Tousa Inc. filed a new Chapter 11 plan theoretically allowing it
to emerge from bankruptcy before the pivotal lawsuit concludes
between unsecured creditors and secured lenders, Bloomberg's Bill
Rochelle reported.

Mr. Rochelle recounts that Tousa filed a proposed reorganization
plan in October, which it withdrew in November when creditors
objected.  Last month, Tousa gave up the idea of continuing to
operate and decided to sell the existing inventory and homes under
construction.

According to the report, the new plan calls for setting up escrow
accounts or trusts to hold the assets and bring lawsuits. Proceeds
from asset sales would be distributed after plan confirmation when
lawsuits are resolved.  The Court will consider approval of the
adequacy of the disclosure statement in explaining the terms of
the Plan on May 14.

The recovery by unsecured creditors depends on the outcome of a
lawsuit originally filed in July by the official creditors'
committee contending that Tousa improperly required its operating
subsidiaries to guarantee $800 million in debt as part of a July
2007 bailout and refinancing of a joint venture in a home builder
named Transeastern Properties Inc.  A two-week trial on the suit
is scheduled to begin July 13.

A copy of the First Amended Disclosure Statement is available at:

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

A copy of the First Amended Plan is available at:

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

                         About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

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


UGOBE INC: Files for Chapter 7 Bankruptcy Protection
----------------------------------------------------
Simon Shifrin at Idaho Business Review reports that Ugobe Inc. has
filed for Chapter 7 bankruptcy protection.

Court documents say that Ugobe listed $1.6 million in assets --
including $1.5 million in tooling to make interactive robot baby
dinosaur Pleo in Hong Kong -- and $3.6 million in liabilities.
Business Review relates that the debts include:

      -- $353,500 in royalties owed to each of Ugobe's co-founders
         Caleb Chung and Derek Dotson;

      -- $604,161 owed to Hong Kong company Jetta Co. Ltd.; and

      -- $284,468 to Arrow Electronics of San Francisco.

According to Business Review, Ugobe said last year that it would
move its headquarters from Emeryville, California, to Eagle.
Business Review states that Bruce MacIntyre of Perkins Coie,
Ugobe's bankruptcy counsel, said that Ugobe laid off most of its
workers at the end of 2008 in conjunction with the move from
California.

A trustee will be appointed as part of the bankruptcy process to
take over Ugobe's assets, including potentially valuable
intellectual property -- including 16 patents, 60 invention
disclosures to document potential patents, and a number of
trademarks -- that hasn't yet been priced, Business Review
relates, citing Mr. MacIntyre.

Business Review, citing Mr. MacIntyre, reports that Ugobe had
preliminary talks with several potential buyers before the
bankruptcy filing.

Ugobe Inc. is the maker of interactive robot baby dinosaur named
Pleo.


UTAH 7000: Promontory Sold to Pivotal Group at Auction
------------------------------------------------------
Unable to raise the $85 million in financing called for in the
Chapter 11 plan for Utah 7000 LLC that was confirmed in February,
the property was sold at auction last week as required by the
terms of the reorganization, Bloomberg's Bill Rochelle said.

An affiliate of Pivotal Group Inc., one of the project's original
owners, emerged as the winning bidder.  Pivotal offered $30
million cash plus $40 million to be invested in the property to
assure its ability to operate.

The project is a 7,224 acre master-planned development near
Park City, Utah, known as Promontory. The company, the
creditors' committee and the bankruptcy judge concluded that the
competing bid by the first-lien lenders was inferior to the
Pivotal offer. The lenders were permitted to bid using their
$313 million debt rather than cash. Credit Suisse Cayman Islands
Branch is the agent for the lenders.

Based in Park City, Utah, Utah 7000 LLC fka Pivotal Promontory LLC
operates and develops resort community near Park City and Deer
Valley ski resorts.  Utah 7000 owns a 7,224-acre master-planned
development near Park City, Utah, known as Promontory,

On March 28, certain holders of junior and second priority liens
filed for involuntary Chapter 11 petitions against the Company
(Bankr. D. Utah Lead Case No.08-21869).  Kenneth L. Cannon, II,
Esq., at Durham Jones & Pinegar, represents the petitioners.

On April 3, 2008, the Debtors gave their consent to the entry of
an order for Chapter 11 bankruptcy relief.  Danny C. Kelly, Esq.,
at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister &
Glatt Professional Co., represent the Debtors in their
restructuring efforts.

The U.S. Trustee for Region 19 appointed an Official Committee of
Unsecured Creditors in the cases.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Committee.

According to Bloomberg, Judge Judith A. Boulden estimated the
value of Utah 7000's property at $560.1 million.  The Debtor owes
about $431.5 million to several secured creditors.


VAL VISTA: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Val Vista Rd. & San Tan Blvd., LLC
        2178 E. Golf Avenue
        Tempe, AZ 85282

Bankruptcy Case No.: 09-07729

Chapter 11 Petition Date: April 17, 2009

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

Judge: Sarah Sharer Curley

Debtor's Counsel: John R. Worth, Esq.
                  Forrester & Worth, PLLD
                  3636 N Central Ave, Suite 700
                  Phoenix, AZ 85012
                  Tel: 602-258-2728
                  Fax : 602-271-4300
                  Email: jrw@fwlawaz.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 Joseph J. Brekan, manager of the
company.


VAN DER BOSCH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Van Der Bosch, Inc.
        1040 25th Ave.
        Bellwood, IL 60104
        Tel: (773) 617-1554

Bankruptcy Case No.: 09-13327

Chapter 11 Petition Date: April 15, 2009

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

Debtor's Counsel: Nicole J. Morgen, Esq.
                  Morgen & Perl
                  7101 N. Cicero, #101
                  Lincolnwood, IL 60712
                  Tel: (847) 933-9392
                  Fax: (847) 933-9634
                  Email: njmorgen@hotmail.com

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

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

The petition was signed by Hugh Hudor, president of the company.

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

             http://bankrupt.com/misc/ilnb09-13327.pdf


VERASUN ENERGY: Closes Sale of Various Facilities to Valero
-----------------------------------------------------------
VeraSun Energy Corporation closed on April 1, 2009, the sale of
substantially all of its assets to Valero Renewable Fuels, a
subsidiary of Valero Energy Corporation, North America's largest
petroleum refiner and marketer.  The purchased assets included
five ethanol production facilities and a development site.  The
facilities are located in Aurora, South Dakota; Fort Dodge,
Charles City, and Hartley, Iowa; and Welcome, Minnesota, and the
development site is in Reynolds, Indiana.

Valero paid $350 million for the ethanol production facilities in
Aurora, Fort Dodge, Charles City, Hartley and Welcome, in addition
to the Reynolds site.  Valero also successfully bid $72 million
for the Albert City facility and $55 million for the Albion
facility.  The purchase price also includes working capital and
other certain adjustments.

VeraSun, on April 14, disclosed in a regulatory filing with the
Securities and Exchange Commission that it completed, on April 9,
the sale of the assets of Debtors VeraSun Albert City LLC, VeraSun
Marketing LLC, and US BioEnergy Corporation.

The Valero Entities paid $421 million, plus $67 million for
estimate inventory at closing, for the VSE Assets.  Valero also
assumed certain liabilities relating to the VSE Assets.  In
connection with the transaction, the Debtors are providing
specified transition services to Valero for up to six months after
April 1, 2009.

Moreover, VeraSun said it also completed, on April 9, the sale to
AgStar Financial Services PCA of substantially all of the assets
relating to the company's production facilities in Dyersville,
Iowa; Hankinson, North Dakota; Janesville, Minnesota; Central City
and Ord, Nebraska; and Woodbury, Michigan.  In accordance with the
terms of the asset purchase agreements with AgStar, AgStar
released the USBE Subsidiaries from their obligations under
$319 million of existing indebtedness and assumed certain
liabilities relating to the AgStar Facilities.  In connection with
the asset-sale transactions, the Debtors are providing specified
information technology services to the acquisition entities owned
by AgStar until April 30, 2009.

On April 13, US BioEnergy Corporation and US Bio Marion LLC
completed the sale to Marion Energy Investments LLC, as assignee
of Dougherty and First Bank & Trust, of substantially all of the
assets relating to the Debtors' production facility in Marion,
South Dakota.  In accordance with the terms of the Marion APA, the
consideration for the acquired assets consisted of release of US
Bio Marion from its obligations under approximately $93 million of
existing indebtedness to the Marion Buyers, payment by MEI of
$934,861 in cash and assumption by the Marion Purchasers of
certain liabilities relating to the Marion facility.

In connection with the asset-sale transaction under the Marion
APA, the Debtors are to provide to MEI specified transition
services until June 12, 2009, and specified technology services
until April 30, 2009.

                 Court Signs Written Sale Order

Judge Brendan L. Shannon of the United States Bankruptcy Court for
the District of Delaware, on March 30, 2009, signed the written
order approving the sale of substantially all of VeraSun Energy
Corporation's assets to Valero Renewable Fuels Company LLC and
Valero Energy Corporation.

A full-text copy of the VeraSun Sale Order is available for free
at http://bankrupt.com/misc/VerSValeroORD.pdf

Judge Shannon, on April 6, 2009, also signed separate written
orders approving the sale of the Debtors' other assets to AgStar
Financial Services PCA.  Full-text copies of the Orders are
available for free at:

   * http://bankrupt.com/misc/VerSCentral.pdf
   * http://bankrupt.com/misc/VerSDyer.pdf
   * http://bankrupt.com/misc/VerSHank.pdf
   * http://bankrupt.com/misc/VerSJane.pdf
   * http://bankrupt.com/misc/VerSOrd.pdf
   * http://bankrupt.com/misc/VerSWood.pdf
   * http://bankrupt.com/misc/VerSUSBioE.pdf

Prior to the entry of the Sale Order, VeraSun and Valero entered
into an amended asset purchase agreement, to, among others,
increase the cash purchase price from $280 million plus the value
of inventory and certain prepaid expenses, subject to specified
adjustments, to $350 million plus the value of inventory and
certain prepaid expenses, subject to specified adjustments.  A
full-text copy of the amended APA is available for free at
http://bankrupt.com/misc/VerSValeroAmends.pdf

In addition, on April 2, the Debtors entered into separate APAs
with AgStar.  On April 6, the Debtors entered into an APA with
Valero for the Albert City asserts.  On April 8, the Debtors,
Dougherty Funding LLC, First Bank & Trust, entered into an APA
providing for the sale of the Marion facility.

In connection to the sale of their assets, the Court authorized
the Debtors to assume additional executory contracts listed at:

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

After the closing of the Valero Sale, Valero assumed various
contracts from the Debtors, a list of which is available for free
at http://bankrupt.com/misc/ValeroAssumeCons.pdf

The Debtors also submitted with the Court a list of executory
contracts to be assumed by AgStar Financial, available for free at
http://bankrupt.com/misc/VerSAgStarCons.pdf

                          Objections

The United States Department of Navy, Navel Exchange Service
Command, prior to entry of the sale order, filed an objection and
argued that The Anti-Assignment Act prohibits the assignment of
government contracts and any transfer.

John Sinquefield, Esq., assistant attorney general, related that
the Debtors and NEXCOM are parties to an agreement whereby VeraSun
would provide ethanol fuel to one of NEXCOM's retail stations.
The Contract is to be assigned to Valero.

Mr. Sinquefield argued that even if the Agreement is an executory
contract that could be assumed and assigned under Section 365 of
the Bankruptcy Code, the Debtors have not provided adequate
assurance to NEXCOM that Valero is authorized and approved to do
business with NEXCOM and can meet NEXCOM's supply needs under the
Agreement.

For these reasons, NEXCOM objected to the inclusion of the
Agreement in the asset sale to Valero.

In separate filings, more parties objected to the Debtors'
proposed cure amounts for the contracts they intend to assume
pursuant to the sale:

   -- Northern Natural Gas Company;
   -- Centerpoint Energy Minnesota Gas;
   -- Charles City, Iowa;
   -- Fagen, Inc.; and
   -- TM Rural Water District.

Fagen asked the Debtors to provide additional information
sufficient to identify the specific agreement sought to be assumed
and assigned.  Fagen said it wants to be sure that the "Lump Sum
Design-Build Contract" in the Debtors' list of contracts to be
assumed is not the Lump Sum Design-Build Contract between Fagen
and US Bio Marion LLC.

These parties complained that the Debtors' proposed cure amounts
of their contracts are insufficient and asserted these amounts:

   Centerpoint Energy                       $348,000
   Charles City                              158,396
   TM Rural                                   51,927

Northern Natural argued that the Debtors have failed to cure all
defaults of their existing contracts with Northern Natural and
show adequate assurance of future performance due to the failure
of Dougherty to post an aggregate of $7,190,703 in security as
required by the contracts.

              Costs Associated with Exit Activities

Bryan D. Meier, vice president of finance and chief accounting
officer of VeraSun, disclosed with the SEC that the company and
its affiliates are currently unable in good faith to make a
determination of an estimate of the amount or range of amounts
expected to be incurred in connection with the sale of
substantially all of their assets, or an estimate of the amount or
range of amounts that will result in future cash expenditures.

                    Wind-down of Operations

Mr. Meier said VeraSun expects to complete the sale of its three
remaining production facilities, which are being maintained in an
idle state pending their sale, in the next several weeks.
Following completion of those sales, VeraSun expects to complete
the wind-down of its operations and implement a plan of
reorganization, effectiveness of which will be subject to creditor
approval or confirmation by the Bankruptcy Court.

VeraSun expects that, upon effectiveness of its reorganization
plan, the company's common stock will be cancelled for no
consideration and that any remaining assets of the Debtors will be
distributed to creditors in accordance with the plan.

                    About VeraSun Energy

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

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

VeraSun Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Has Green Light to Pay $107MM Secured Note in Full
------------------------------------------------------------------
Judge Brendan L. Shannon of the United States Bankruptcy Court for
the District of Delaware granted VeraSun Energy Corp. and its
affiliates authority to pay a non-rolled senior secured note claim
totaling $107,000,000 immediately.

Wells Fargo Bank N.A., as indenture trustee for the Debtors'
9-7/8% Senior Secured Notes, had urged the Court to grant the
Debtors' request and direct the Debtors to pay Wells Fargo the
amounts due and payable under the Indenture and the Notes.

After closing the sale of substantially all of their assets, the
Debtors paid approximately:

   (i) approximately $96 million to UBS Securities LLC, UBS AG,
       Stamford Branch and UBS Loan Finance LLC in full
       satisfaction of debt arising under a credit agreement the
       Debtors entered into with UBS; and

  (ii) approximately $205 million to the VSE DIP Lenders in full
       satisfaction of debt arising under the VSE DIP Facility.

However, the Debtors have a remaining secured obligation of
$107,000,000 in principal on account of non-rolled senior secured
notes, plus accrued and unpaid interest and reimbursable expenses.

Because interest is accruing on the note obligation at a rate of
9.875% per annum, granting the Debtors' request will enable them
to avoid unnecessarily accruing additional secured obligations,
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Wilmington, Delaware, said.

Mr. Chehi said holders of the non-rolled Senior Secured Notes are
oversecured.  He said the Debtors sold the collateral that secures
the Senior Secured Notes for $350,000,000 and approximately
$205,000,000 of that amount was distributed to the holders of the
Senior Secured Notes under the VSE DIP Facility.  There is cash
available in the VSE Segment estates to repay the Non-Rolled
Senior Secured Note Claim in full now, Mr. Chehi said.

Wells Fargo had said, under the terms of the Notes and the
Indenture, the Debtors need to pay an aggregate of $122,916,707 as
of April 13, 2009.

                    About VeraSun Energy

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

The Company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.  VeraSun
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Liberty Mutual Seeks to Cancel Surety Bonds
-----------------------------------------------------------
Liberty Mutual Insurance Company issued numerous surety bonds on
behalf of and at the request of VeraSun Energy Corp. and various
affiliates pre-bankruptcy.  The Bonds support the Debtors'
applications for licenses and permits required by state and
federal regulatory authorities to operate each of their business
segments.

The Bonds, in general, name state and federal regulatory
authorities as obligees, and assure Debtors' compliance with and
assure Debtors' performance of certain obligations referenced in
the Bonds.  Without the Bonds, the Debtors would be unable to
operate their businesses, according to Ian Connor Bifferato, Esq.,
at Bifferato LLC, in Wilmington, Delaware.

Mr. Bifferato tells the U.S. Bankruptcy Court in Delaware that
Liberty issued the Bonds in consideration of the execution by the
Debtors of a certain General Agreement of Indemnity.

The aggregate value of the penal limits of the Bonds is not less
than $4,211,500, Mr. Bifferato discloses.

With the current situation, Mr. Bifferato contends that Liberty
faces potential exposure of not less than said amount for the
periods during which the Bonds remain effective.  Since the
Debtors have already sold substantially all of their assets, Mr.
Bifferato argues that there is no basis for the Bonds to remain
effective.  Accordingly, Liberty should be allowed to take steps
as may be required under applicable law to cancel its Bonds.

While it is not clear that relief from the stay is required, Mr.
Bifferato says that Liberty is reluctant to take action to cancel
its Bonds without having first obtained relief from the stay
imposed by Section 362 of the Bankruptcy Code.

Thus, to the extent the stay applies, and as a precautionary
measure, good and sufficient cause exists to grant Liberty relief
from the automatic stay to allow it to take the steps necessary to
effectuate the termination of its Bonds in accordance with
applicable law, Mr. Bifferato submits.

For these reasons, Liberty asks the Court for relief from the
automatic stay to cancel bonds.

                    About VeraSun Energy

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

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.  VeraSun
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: North Dakota Seeks to Sue Hankinson Unit
--------------------------------------------------------
Debtor VeraSun Hankinson LLC furnished one grain elevator
warehouse bond worth $380,000 running to the State of North Dakota
and executed by Liberty Mutual Insurance Company as surety, to the
North Dakota Public Service Commission to secure a license to
operate as a public grain warehouseman in North Dakota.

According to Illona A. Jeffcoat-Sacco, Esq., special assistant
attorney general of Bismarck, North Dakota, the Debtor purchased
grain from producers and has failed to pay in full for the
purchased grain.

There appears to be adequate bond coverage for persons who
suffered loss or damage by reason of the Debtors' failure to
faithfully perform its duties as a public grain warehouseman and
comply with the provisions of the laws and rules relating to the
purchase of grain in an insolvency proceeding, Ms. Jeffcoat-Sacco
notes.

Pursuant to the North Dakota Century Code, a Public Service
Commission by the District Court, Southeast Judicial District,
Wahpeton, North Dakota will act as trustee for the benefit of
persons who suffer loss or damage by reason of a public grain
warehouseman's failure to faithfully perform its duties as a grain
buyer and comply with the provisions of the laws and rules
relating to the purchase of grain in North Dakota.

As trustee, the Public Service Commission is authorized to bring
an action against the surety on the grain warehouseman's bond for
loss or damages occurring by reason of the public grain
warehouseman's failure to fulfill the conditions of the bond.

Recovery of proceeds by the Public Service Commission from the
surety on the public grain warehouseman's bond on behalf of
persons who suffered loss or damage by reason of Debtors' failure
to faithfully perform its duties as a public grain warehouseman
buyer and comply with the provisions of the laws and rules
relating to the purchase of grain are believed to be sufficient to
provide full protection to potential complaints as well as cover
the costs incurred by the Public Service Commission in the
administration of the licensee's insolvency, Ms. Jeffcoat-Sacco
tells the U.S. Bankruptcy Court for the District of Delaware.

Ms. Jeffcoat-Sacco contends that the Public Service Commission's
appointment as trustee under North Dakota law by the state
District Court, Southeast Judicial District and the Commission's
action against the surety on the public grain warehouseman's bond
will not hinder, burden, delay, or be inconsistent with the
Debtors' bankruptcy cases.  She notes that surety bonds given to
secure a license from the State are not property of the estate
because the Debtor has no property interest in the bonds; rather,
they are essentially third-party beneficiary contracts.

For these reasons, the Public Service Commission asks the
Bankruptcy Court to lift the automatic stay to permit it to
commence an action in state District Court, Southeast Judicial
District against the Debtor.

                    About VeraSun Energy

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

The Company and its debtor-affiliates filed for Chapter 11
protection on Oct. 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq. at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor. Rothschild
Inc. is their investment banker and Sitrick & Company is their
communication agent.  The Debtors' claims noticing and balloting
agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.  VeraSun
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


VERASUN ENERGY: Skadden Charges $1.5 Million for February Work
--------------------------------------------------------------
Four professionals, in separate filings, filed applications for
allowance of fees and reimbursement of expenses:

Professional                 Period           Fees      Expenses
------------               ---------       ----------   --------
Skadden Arps Slate         Feb 2009       $1,546,515    $32,842
    Meagher & Flom LLP

Akin Gump Strauss Hauer &  Feb 2009          409,907     22,960
    Feld LLP

Houlihan Lokey Howard &    Feb 2009          250,000      9,545
    Zukin Capital, Inc.

McGladrey & Pullen LLP     Mar 2009          190,514     22,498

Deloitte & Touche LLP      Jan 2009           69,466      6,123

Greenberg Traurig LLP      Mar 2009            6,589      2,483

Davis Lee Wright, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Wilmington, Delaware, relates that as of March 31, 2009, there
were no objections to McGladrey & Pullen LLP's monthly fee
applications for the months of November and December 2008 and
January 2009.  On April 20, 2009, Mr. Wright certified that there
were no objections to McGladrey Pullen's February 2009 fee
application.

Mr. Wright also certifies that, as of April 20, 2009, there were
no objections to these professionals' monthly fee applications:

    Professional                Fee Period
    ------------                ----------
    Deloitte Tax LLP            Nov 2008 to Feb 2009
    Deloitte & Touche LLP       Nov 2008 to Jan 2009
    Rothschild, Inc.            Nov 2008 to Jan 2009

Donald J. Detweiler, Esq., at Greenberg Traurig LLP, in
Wilmington, Delaware, tells the Court that there are no objections
to his firm's February 2009 fee application as of April 17, 2009.

Mr. Detweiler relates, in a separate filing, relates that as of
April 20, 2009, there were no objections to Houlihan Lokey Howard
& Zukin Capital, Inc.'s third monthly fee application as the
Committee's financial advisor.

                    About VeraSun Energy

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

The Company and its debtor-affiliates filed for Chapter 11
protection on October 31, 2008, (Bankr. D. Del. Case No. 08-12606)
Mark S. Chehi, Esq., at Skadden Arps Slate Meagher & Flom LLP
represents the Debtors in their restructuring efforts.
AlixPartners LLP serves as their restructuring advisor.
Rothschild Inc. is their investment banker and Sitrick & Company
is their communication agent.  The Debtors' claims noticing and
balloting agent is Kurtzman Carson Consultants LLC.  The Debtors'
total assets as of June 30, 2008, was $3,452,985,000 and their
total debts as of June 30, 2008, was $1,913,214,000.  VeraSun
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


VERNICK FINANCE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vernick Finance Co.
           dba Vernick Financial Services
           dba Vernick Financial Services, Inc.
           dba VFS Services
        25526 Goddard
        Taylor, MI 48180

Bankruptcy Case No.: 09-51373

Chapter 11 Petition Date: April 13, 2009

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

Judge: Phillip J. Shefferly

Debtor's Counsel: Robert A. Peurach, Esq.
                  615 Griswold, Ste. 600
                  Detroit, MI 48226
                  Tel: (313) 964-0800
                  Email: rpeurach@gdakmak.com

Total Assets: $0

Total Debts: $10,795,839

A list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/mieb09-51373.pdf

The petition was signed by Richard Mousseau, president.


VICTOR PIANOS: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Victor Pianos and Organs, Inc.
        300 NW 54th St
        Miami, FL 33127

Bankruptcy Case No.: 09-16718

Chapter 11 Petition Date: April 13, 2009

Court: U.S. Bankruptcy Court Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Joel M. Aresty, Esq.
                  13499 Biscayne Blvd #T-3
                  Miami, FL 33181
                  Tel: 305-899-9876
                  Fax: 305-723-7893
                  Email: aresty@mac.com

Total Assets: $2,792,159

Total Debts: $2,200,239

A list of the Debtor's 18 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/flsb09-16718.pdf

The petition was signed by Victor Tibaldeo, president.


VICTOR THOMPSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Victor E. Thompson and Teresa B. Thompson
        9743 Deer Flat Road
        Nampa, ID 83686

Bankruptcy Case No.: 09-00963

Chapter 11 Petition Date: April 16, 2009

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

Judge: Terry L. Myers

Debtor's Counsel: D. Blair Clark, Esq.
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055
                  Email: dbc@dbclarklaw.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/idb09-00963.pdf

The petition was signed by the Thompsons.


VISION OPTICS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Vision Optics Technologies, Ltd.
        1816 Production Court
        Louisville, KY 40299-2102

Bankruptcy Case No.: 09-31983

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Stewart E. Bland, Esq.
                  Suite 1100, One Riverfront Plaza
                  401 W. Main St.
                  Louisville, KY 40202
                  ( ) 584-7371
                  Fax: (502) 584-7386
                  Email: dtaylor@bglaw.com

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

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

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/kyb09-31983.pdf

The petition was signed by Daniel Beaulieu, president of the
Company.


WESTON FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Weston Family LLC
        6878 Mesa Grove Court
        Las Vegas, NV 89120

Bankruptcy Case No.: 09-16014

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Michael C. Van, Esq.
                  8985 S. EASTERN AVE., #160
                  LAS VEGAS, NV 89123
                  (702) 478-7770
                  Email: michael@shumwayvan.com

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

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

The Company says it does not have unsecured creditors who are non
insiders when they filed their petition.

The petition was signed by Jeffrey A. Weston, managing member of
the Company.


WHEATON ENTERPRISES: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wheaton Enterprises, LLC
        5656 Clyde Park, S.W.
        Wyoming, MI 49509

Bankruptcy Case No.: 09-04366

Chapter 11 Petition Date: April 13, 2009

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

Debtor's Counsel: Michael W. Donovan, Esq.
                  Donovan/Scott Law, PLC
                  2910 Lucerne Dr. SE, Suite 120
                  Grand Rapids, MI 49546
                  Tel: 877-810-7890
                  Email: Donovan@mwdonovan.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 8 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/miwb09-04366.pdf

The petition was signed by Michael Eaton, managing member.


WHITE SHORES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: White Shores Investments, LLC
        5185 Getwell Road
        Southaven, MS 38671

Bankruptcy Case No.: 09-11963

Type of Business: The company is a single asset real estate
                  debtor.

Chapter 11 Petition Date: April 16, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Russell W. Savory, Esq.
                  88 Union Avenue, 14th Floor
                  Memphis, TN 38103
                  Tel: (901) 523-1110
                  Email: russell.savory@gwsblaw.com

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

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

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

The petition was signed by Brian L. Davis, Member of the company.


WII COMPONENTS: S&P Withdraws 'CCC+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on St. Cloud, Minnesota-based WII Components Inc.,
including its 'CCC+' corporate credit and senior unsecured debt
ratings, at the company's request.


WINDSTREAM CORPORATION: Fitch Affirms Issuer Rating to 'BB+'
------------------------------------------------------------
Fitch Ratings has affirmed Windstream Corporation's ratings:

  -- Long-term Issuer Default Rating at 'BB+';
  -- Secured credit facility at 'BBB-';
  -- Senior unsecured notes at 'BB+'.

Subsidiary ratings, as listed at the end of the release, have been
affirmed.  The Rating Outlook is Stable.

The affirmation of Windstream's ratings and the Stable Outlook
incorporate expectations for the company to generate strong
operating and free cash flows, to maintain relatively stable
credit-protection metrics and to have access to ample liquidity.
Fitch believes the company's 2009 gross debt-to-EBITDA ratio could
slightly exceed 3.4 times (x) and be moderately higher than
historical levels, but on a net debt-to-EBITDA basis should remain
within the company's 3.2x to 3.4x historical range.  Fitch's
somewhat higher expectations for gross leverage relative to
historical levels are the result of an increase in non-cash
pension cost of approximately $90 million in 2009.

Windstream enters into 2009 with a relatively strong liquidity
position, with $297 million in cash on the balance sheet at the
end of 2008, compared to $72 million at the end of 2007, and
approximately $343 million available on its revolver.  Liquidity
will also be supported by free cash flow, which Fitch estimates
will be in the $250 million to $300 million range, as derived from
the company's guidance for capital spending of $290 million to
$320 million, pre-dividend cash flow from $685 million to $755
million and dividend payout ratio in the 58% to 64% range.  In
2009, as in 2008, cash flow is again expected to benefit from an
accelerated depreciation provision incorporated in federal
stimulus legislation.  In the longer term, Windstream's dividend
payout ratio as a percentage of its net free cash flow is expect
to approach its 70%-75% target range.

In 2008, Windstream repurchased $200 million of common stock under
its two-year $400 million stock-repurchase program initiated in
February 2008, and had been using excess free cash flows to
complete repurchases.  However, no repurchases occurred in the
second half of the year as the company changed focus in light of
the financial market downturn and began building cash on the
balance sheet in an effort to preserve liquidity.  The stock-
repurchase plan expires at the end of 2009, and on its fourth
quarter 2008 earnings call, the company declined to firmly commit
to its completion by the end of 2009.  Given current expectations
for free cash flow and its current liquidity position, Fitch
believes the completion of the repurchase program through the use
of free cash flow to be manageable.

For 2009, Fitch expects the weak economy as well as wireless
substitution and competition from cable multiple system operators
to cause access lines to decline at a similar rate as in 2008,
which was 5.2%.  Overall, in Fitch's view, the company's rural
footprint provides it with modestly lower exposure to competition
than the urban-based regional Bell operating companies. At the end
of 2008, cable telephony reached approximately 60% of Windstream's
access lines, and a moderate increase is expected in 2009. To
mitigate competitive pressures, Windstream is growing revenue from
new services, including the continued deployment of high-speed
data services, and by including in its bundle satellite-provided
video services through an agreement with DISH Network.

Windstream is expected to face modest pressure on its Universal
Service Fund receipts in 2009 due to access line losses and other
factors.  In the longer term, Windstream could be affected by
reforms to the USF program as well as intercarrier compensation.

Fitch believes that Windstream is likely to continue to evaluate
potential acquisitions, which would be a use of cash flow.
Consolidation would be a long-term positive factor for rural local
exchange carriers in Fitch's view, but does carry execution and
financing risks.

At Dec. 31, 2008, Windstream had approximately $5.4 billion in
outstanding debt and $297 million in cash and short-term
investments.  Windstream's credit facilities currently consist of
a $500 million five-year revolving credit facility ($150 million
outstanding at year-end 2008) and $1.662 billion in term credit
facilities.  The term credit facilities are composed of a term
loan A facility of $283 million outstanding that matures in July
2011, and a term loan B facility of $1.379 billion outstanding
that matures in July 2013.  The company does not face any
significant maturities until 2011 when the term loan A matures and
the revolving credit facility expires.  During 2009 and 2010,
there are approximately $24 million in maturities annually.

The credit facilities are secured by assets in a portion of
Windstream's regulated wireline business, as well as by the assets
of its unregulated businesses.  Regulated subsidiaries that
required the approval of the transaction, or approval of a grant
of a guarantee, by state regulators did not provide a guarantee to
the senior secured credit facilities.  As of Dec. 31, 2008,
guarantor subsidiaries held 44%, or approximately $3.5 billion, of
Windstream's total assets.  Principal financial covenants in the
credit facilities require a minimum interest coverage ratio of
2.75x and a maximum leverage ratio of 4.5x.  There are limitations
on capital spending, and the dividend is limited to the sum of
excess free cash flow and net cash equity issuance proceeds
subject to pro forma leverage of 4.5x or less.

Fitch has also affirmed these ratings:

Valor Telecommunications Enterprises, LLC and
Valor Telecommunications Enterprises Finance Corp.:

  -- IDR 'BB+';
  -- Senior notes 'BBB-'.

Windstream Georgia Communications

  -- IDR 'BB+';
  -- Notes 'BBB-'.

Windstream Holdings of the Midwest

  -- IDR 'BB+';
  -- Notes 'BB+'.


WILLIAM MORRIS: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William M. Morris, Sr.
        Ellen M. Morris
        aka William M. Morris and
            Ellen M. Morris Family Trust
        7604 Saddleback Dr
        Bakersfield, CA 93309

Bankruptcy Case No.: 09-13489

Chapter 11 Petition Date: April 20, 2009

Court: Eastern District of California (Fresno)

Judge: Whitney Rimel

Debtor's Counsel: T. Scott Belden, Esq.
                  Klein, DeNatale, Goldner, Cooper, Rosenlieb
                  & Kimball LLP
                  4550 California Avenue, 2nd Floor
                  Bakersfield, CA 93309-1172
                  Tel: (661) 395-1000

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Washington Mutual Bank         deed of trust     $8,247,083
Bankruptcy Dept. JAXA 2035
7255 Bay Meadows Way
Jacksonville, FL 32256

Navistar Financial             guaranty          $1,275,000
425 N. Martingale Road
Suite 1800
Schaumburg, IL 60173

Falcon International Bank      guaranty          $1,191,311
c/o Trevino Valls Haynes
6909 Springfield Ave.
Ste. 200
Laredo, TX 78041

United Security Bank           loan              $697,994
7255 Bay Meadows Way
Jacksonville, FL 32256

Bibby Financial Services       guaranty          $612,797
180 N. Stetson Avenue
Suite 3000
Chicago IL 60601

Wells Fargo Equipment Finance  guaranty          $480,000

Washington Mutual Bank         2nd deed of trust $259,925

Falcon International Bank      guaranty          $207,565

Bank of America                credit card       $48,551

Citibusiness                   credit card       $35,251

Bank of America                credit card       $25,802

Chase                          credit card       $23,652

Chase Cardmember Services      credit card       $12,665


* Circuit Court Raises Obstacles to Ch. 11 Plans, Says Rochelle
---------------------------------------------------------------
"More companies may end up liquidating in Chapter 7 as the result
of a decision in favor of the Pension Benefit Guaranty Corp.
handed down April 8 by the U.S. Court of Appeals for the
Second Circuit," Bill Rochelle at Bloomberg said.

As reported by the TCR on March 2008, Judge Allan Gropper of the
U.S. Bankruptcy Court for the Southern District of New York issued
a 28-page decision that premiums, created by the Deficit Reduction
Act of 2005, payable to the Pension Benefit Guaranty Corp.
resulting from the termination of Oneida Ltd's pension plan are
pre-bankruptcy general unsecured claims that were discharged by
the Debtors' confirmed plan of reorganization.  Judge Gropper also
held that Oneida is not estopped from refusing to pay the claims
in full.

The Circuit Court, however, reversed Judge Gropper's decision by
ruling on April 8 that a company with a terminated pension plan
must pay an annual termination premium of $1,250 per worker for
three years after emerging from Chapter 11, Bill Rochelle said.

Where Judge Gropper decided that the termination premium was a
pre-bankruptcy claim paid along with other unsecured creditors,
the appeals court ruled in its eight-page opinion that the claim
does not arise until the company emerges from bankruptcy, Mr.
Rochelle relates.

According to Mr. Rochelle, Judge Gropper's decision was appealed
directly from the bankruptcy court to the circuit court without an
intermediate appeal to a federal district judge.  There are no
other circuit court opinions on the issue.

Mr. Rochelle relates that to avoid paying the termination premium
after confirming a Chapter 11 plan, companies may end up
liquidating in Chapter 7, where the premium may not be required.

The circuit court decision, Mr. Rochelle adds, might influence
some companies to file under Chapter 11 somewhere other than New
York, where the bankruptcy courts are bound by the appeals court's
opinion.  He notes that avoiding bankruptcy in New York by filing
elsewhere doesn't assure a company of escaping Oneida's fate
because other courts, though not bound by the appeals court
ruling, might reach the same result.

                  Background on the Dispute

At the time of its bankruptcy filing, Oneida and the PBGC
entered into an agreement relating to the company's pension
obligations and the liabilities resulting from the underfunding
of its three tax-qualified single-employer defined-benefit
pension plans.  The plans were underfunded by about US$40
million, triggering minimum contributions to fund the
deficiency.

Oneida and the PBGC negotiated over the pension obligations.
Oneida agreed to provide the PBGC with a US$3 million promissory
note for the PBGC's secured claim, which note would also cover
"any unsecured claim it would have arising out of the distress
termination of certain of the Debtors' pension plans."

The Debtor's agreement to provide the note was premised on
termination of all three pension plans.  Upon filing for
bankruptcy, Oneida asked the Court to find that it had satisfied
the financial requirements for distress termination of the plans
and approve termination of the plans.

The Debtor later withdrew the request with respect to the
Buffalo China Salaried and Union Plans, after further
negotiations with the PBGC.  Both plans were not terminated,
although the Debtor reserved the right to move to do so in the
future.

In May 2006, the Court entered an order granting the Debtor's
uncontested motion to terminate the Oneida Plan.

The PBGC and Oneida thereafter reached an agreement containing
the specifics of the PBGC's claims arising from termination of
the Oneida pension plan, in effect finalizing their prepetition
agreement.  The settlement agreement continued to provide the
PBGC with a US$3 million note.

The Settlement Agreement was never formally approved because of
the objection of an equity committee in Oneida's case.  The
equity panel had objected to that part of the settlement that
recited that the PBGC had a US$56,236,900 unsecured claim.  The
Equity Committee, claiming there was value for equity, argued
that it was unfairly shut out and that an unreasonably high
unsecured claim allocated to the PBGC would prejudice its
position.

Eventually, all parties stipulated that the claim was at least
US$21,075,050.  In any event, after a contested confirmation
hearing in late July 2006, the Court found that there was no
value for equity, that the Plan satisfied the absolute priority
provisions of the Bankruptcy Code and that it could be "crammed
down" against the equity.   Oneida's bankruptcy plan was
confirmed in August 2006 and became effective in September 2006.

After confirmation, the Debtor and the PBGC entered into another
stipulation relating to claims arising from termination of the
Oneida Pension Plan.

Shortly after the Court approved the stipulation, in October
2006, the Debtor commenced a declaratory action, seeking a
finding that DRA Premiums are prepetition claims that were
satisfied, along with all other PBGC claims, by the US$3 million
note and were otherwise discharged in Oneida's Plan.

The PBGC contended that the DRA Premiums were not "claims" and
accordingly were not discharged at confirmation.  In the
alternative, the PBGC argued that because the liability became
enforceable only after the distress termination of the pension
plan, and because the distress termination occurred
postpetition, the liability is at worst a postpetition claim,
entitled to be paid in full as an administrative expense of the
Chapter 11 case.

The PBGC also asked the U.S. District Court for the Southern
District of New York to withdraw the reference, on the premise
(i) that the case required "consideration of both title 11 and
other laws of the United States regulating organizations or
activities affecting interstate commerce" (mandatory withdrawal)
or, alternatively, (ii) on the basis of discretionary withdrawal
of the reference.

The parties agreed that the DRA premiums would be paid into an
escrow account while the issue was litigated.

In July 2007, the District Court declined to withdraw the
reference, finding that to resolve the dispute, "the Bankruptcy
Court will be required to do what it does on a routine basis:
determine whether the DRA Premiums are post-petition obligations
that must be paid by Oneida upon reorganization, or pre-petition
'claims' that may be discharged pursuant to the Plan of
Reorganization."

The Deficit Reduction Act of 2005 was signed into law on
February 8, 2006.  The DRA is an appropriations bill designed to
reduce the deficit in connection with the 2006 fiscal-year
budget.  One section of the legislation amended the Employee
Retirement Income Security Act of 1974 to create an additional
premium for pension plans terminated as part of an in- or out-
of-court restructuring.

                       About Oneida Ltd.

Headquartered in Oneida, New York, Oneida Ltd. (OTC: ONEI) --
http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.  The Company has
operations in the United States, Canada, Mexico, the U.K., and
Australia.

The Company and its eight affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case No.
06-10489).  On May 12, 2006, Judge Gropper approved the Debtors'
disclosure statement.  Their pre-negotiated plan of
reorganization was confirmed on Aug. 31, 2006.  The company
emerged from Chapter 11 on Sept. 15, 2006, as a privately held
company.


* Chapter 11 Cases With Assets and Liabilities Below $1,000,000
---------------------------------------------------------------
In Re Jammin Investments LLC, dba Quizno's Sub
   Bankr. D. Ariz. Case No. 09-06743
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/azb09-06743p.pdf
         See http://bankrupt.com/misc/azb09-06743c.pdf

In Re Rose Marie Boyd
      aka Rose Marie Espinoza Boyd
   Bankr. D. Conn. Case No. 09-20909
      Chapter 11 Petition filed April 7, 2009
         Filed as Pro Se

In Re Mary M. Adeleke
   Bankr. S.D. Fla. Case No. 09-16347
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/flsb09-16347.pdf

In Re 120 Wakefield, LLC
   Bankr. D. N.H. Case No. 09-11201
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/nhb09-11201.pdf

In Re John Alvin Messer, III
      aka Jack Messer
      dba Mattress Planet
      Barbara Jean Messer
      aka Barbara Jean Powell
      dba Newsite Properties
   Bankr. D. S.C. Case No. 09-02628
      Chapter 11 Petition filed April 7, 2009
         See http://bankrupt.com/misc/scb09-02628.pdf

In Re Donald J. Smith
      aka Don Smith
   Bankr. C.D. Calif. Case No. 09-18187
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/cacb09-18187p.pdf
         See http://bankrupt.com/misc/cacb09-18187c.pdf

In Re The Phoenix Groupe, LLC
   Bankr. D. Colo. Case No. 09-16095
      Chapter 11 Petition filed April 8, 2009
         Filed as Pro Se

In Re Newton B. Shimp, III
   Bankr. D. N.J. Case No. 09-18804
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/njb09-18804.pdf

In Re Ram B. Gupta
   Bankr. D. N.J. Case No. 09-18796
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/njb09-18796.pdf

In Re Eduard Baikoff
      Valeria Baikoff
   Bankr. E.D. N.Y. Case No. 09-42779
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/nyeb09-42779.pdf

In Re Michael Wayne Helvey
   Bankr. W.D. Okla. Case No. 09-11825
      Chapter 11 Petition filed April 8, 2009
         Filed as Pro Se

In Re Joseph T. Messina
   Bankr. W.D. Pa. Case No. 09-10615
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/pawb09-10615.pdf

In Re Enterlife Ambulance Corporation
   Bankr. D. P.R. Case No. 09-02828
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/prb09-02828.pdf

In Re Rodriguez & Asociados C S P
   Bankr. D. P.R. Case No. 09-02817
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/prb09-02817.pdf

In Re Ironhorse Trailers, Inc.
   Bankr. E.D. Tenn. Case No. 09-12161
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/tneb09-12161p.pdf
         See http://bankrupt.com/misc/tneb09-12161c.pdf

In Re Razor Sharp Express, LLC
   Bankr. E.D. Tenn. Case No. 09-12170
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/tneb09-12170p.pdf
         See http://bankrupt.com/misc/tneb09-12170c.pdf

In Re EarthForce Industries, Inc.
      dba Portland Pallet & Crate
   Bankr. M.D. Tenn. Case No. 09-03983
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/tnmb09-03983.pdf

In Re Robert Crawford Selby
   Bankr. M.D. Tenn. Case No. 09-03996
      Chapter 11 Petition filed April 8, 2009
         See http://bankrupt.com/misc/tnmb09-03996.pdf

In Re Fred George Labankoff
   Bankr. N.D. Calif. Case No. 09-10970
      Chapter 11 Petition filed April 9, 2009
         Filed as Pro Se

In Re William H. Trout, Jr.
      aka Smile Innovations
   Bankr. S.D. Ga. Case No. 09-40748
      Chapter 11 Petition filed April 9, 2009
         See http://bankrupt.com/misc/gasb09-40748.pdf

In Re Reliable Transport & Recovery Services
   Bankr. D. Kans. Case No. 09-21031
      Chapter 11 Petition filed April 9, 2009
         See http://bankrupt.com/misc/ksb09-21031.pdf

In Re Excel Home Care, Inc.
   Bankr. D. Mass. Case No. 09-41293
      Chapter 11 Petition filed April 9, 2009
         See http://bankrupt.com/misc/mab09-41293.pdf

In Re The Retzler Development Group, LLC
   Bankr. D. Neb. Case No. 09-40953
      Chapter 11 Petition filed April 9, 2009
         See http://bankrupt.com/misc/neb09-40953p.pdf
         See http://bankrupt.com/misc/neb09-40953c.pdf

In Re Orshy Plomenboim
   Bankr. D. Nev. Case No. 09-15394
      Chapter 11 Petition filed April 9, 2009
         See http://bankrupt.com/misc/nvb09-15394.pdf

In Re Sam A. Sea Realty Partnership, LP
   Bankr. D. N.J. Case No. 09-18925
      Chapter 11 Petition filed April 9, 2009
         See http://bankrupt.com/misc/njb09-18925.pdf

In Re Payne Holdings, LLC
   Bankr. M.D. N.C. Case No. 09-10633
      Chapter 11 Petition filed April 9, 2009
         See http://bankrupt.com/misc/ncmb09-10633p.pdf
         See http://bankrupt.com/misc/ncmb09-10633c.pdf

In Re Rikk's Transport, LLC
   Bankr. E.D. Tenn. Case No. 09-12210
      Chapter 11 Petition filed April 9, 2009
         See http://bankrupt.com/misc/tneb09-12210p.pdf
         See http://bankrupt.com/misc/tneb09-12210c.pdf

In Re Eduardo Norman Aguirre-Padilla
      aka Eduardo Aguirre
   Bankr. D. Ariz. Case No. 09-07118
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/azb09-07118.pdf

In Re Spencer J. Schupbach
      Connie Jo Schupbach
   Bankr. D. Ariz. Case No. 09-07077
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/azb09-07077.pdf

In Re Highwater Drive Inc., a California Corporation
   Bankr. C.D. Calif. Case No. 09-14106
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/cacb09-14106.pdf

In Re Dung Vu Nguyen
      aka Devin Nguyen
   Bankr. N.D. Calif. Case No. 09-52686
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/canb09-52686.pdf

In Re Olivia Florence Romano
      aka Olivia F. Zenda
   Bankr. M.D. Fla. Case No. 09-02785
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/flmb09-02785.pdf

In Re NCA Enterprises, Inc.
   Bankr. S.D. Fla. Case No. 09-16603
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/flsb09-16603p.pdf
         See http://bankrupt.com/misc/flsb09-16603c.pdf

In Re Michael Angelo Enterprises, Inc.
      dba Promotion Products Co.
   Bankr. N.D. N.Y. Case No. 09-30935
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/nynb09-30935.pdf

In Re Daneeda Inc.
   Bankr. S.D. N.Y. Case No. 09-22566
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/nysb09-22566.pdf

In Re Thruway Inn, Inc.
   Bankr. W.D. N.Y. Case No. 09-11524
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/nywb09-11524.pdf

In Re Darrell Kent Bengson
      dba Daisy Hill Bed & Breakfast
   Bankr. M.D. Tenn. Case No. 09-04114
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/tnmb09-04114.pdf

In Re West Valley Electric LLC
   Bankr. W.D. Wash. Case No. 09-13450
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/wawb09-13450.pdf

In Re Thomas R. Pfister
      Amy L. Pfister
   Bankr. E.D. Wisc. Case No. 09-24674
      Chapter 11 Petition filed April 10, 2009
         See http://bankrupt.com/misc/wieb09-24674.pdf

In Re Clementine's Catering, Inc.
   Bankr. N.D. Ala. Case No. 09-81457
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/alnb09-81457p.pdf
         See http://bankrupt.com/misc/alnb09-81457c.pdf

In Re Atomic Pest Control LLC
   Bankr. D. Ariz. Case No. 09-07232
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/azb09-07232.pdf

In Re E.W.J Enterprises, Inc.
   Bankr. D. Ariz. Case No. 09-07171
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/azb09-07171.pdf

In Re John Nelson Beebe
      Julie Ann Beebe
   Bankr. D. Ariz. Case No. 09-07236
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/azb09-07236.pdf

In Re Taylor Plastering, Inc.
   Bankr. D. Ariz. Case No. 09-07254
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/azb09-07254.pdf

In Re Dynamic Brokers
   Bankr. C.D. Calif. Case No. 09-18572
      Chapter 11 Petition filed April 13, 2009
         Filed as Pro Se

In Re American Salvage & Trading Corporation
   Bankr. M.D. Fla. Case No. 09-07157
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/flmb09-07157.pdf

In Re Robert M. Osborne
      Donna J. Osborne
   Bankr. M.D. Fla. Case No. 09-07154
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/flmb09-07154.pdf

In Re Reliable Foods, Inc.
   Bankr. D. Hawaii Case No. 09-00798
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/hib09-00798.pdf

In Re A-1 Motorsports Inc.
   Bankr. D. Kans. Case No. 09-11021
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/ksb09-11021.pdf

In Re Galina Kubrak, Inc.
   Bankr. D. Nev. Case No. 09-15569
      Chapter 11 Petition filed April 13, 2009
         Filed as Pro Se

In Re Trauco, Inc.
   Bankr. D. Nev. Case No. 09-15516
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/nvb09-15516.pdf

In Re M of M Inc.
   Bankr. E.D. N.Y. Case No. 09-72436
      Chapter 11 Petition filed April 13, 2009
         Filed as Pro Se

In Re Robert Fridenberger
   Bankr. E.D. N.Y. Case No. 09-72432
      Chapter 11 Petition filed April 13, 2009
         Filed as Pro Se

In Re Randy S. Stoloff
      Anne B. Stoloff
   Bankr. N.D. N.Y. Case No. 09-11274
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/nynb09-11274.pdf

In Re Sulli's Supermarket, Inc.
   Bankr. N.D. N.Y. Case No. 09-11271
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/nynb09-11271p.pdf
         See http://bankrupt.com/misc/nynb09-11271c.pdf

In Re Mad Lolo, LLC
      dba Frederick's Madison
    Bankr. S.D. N.Y. Case No. 09-11911
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/nysb09-11911.pdf

In Re WBT Limited
   Bankr. N.D. Ohio Case No. 09-13086
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/ohnb09-13086.pdf

In Re Genesis Educational Bilingual Center, Inc.
   Bankr. D. P.R. Case No. 09-02914
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/prb09-02914.pdf

In Re Gordon E. Crofoot, M.D., P.A.
   Bankr. S.D. Tex. Case No. 09-32558
      Chapter 11 Petition filed April 13, 2009
         See http://bankrupt.com/misc/txsb09-32558.pdf

In Re Sylvanus S. Ogburia
   Bankr. N.D. Ala. Case No. 09-81472
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/alnb09-81472p.pdf
         See http://bankrupt.com/misc/alnb09-81472c.pdf

In Re The Terhaar Co., Inc.
   Bankr. D. Ariz. Case No. 09-07318
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/azb09-07318.pdf

In Re The Acorn Fund LLC
      dba Flowergarden Inn
   Bankr. C.D. Calif. Case No. 09-11334
      Chapter 11 Petition filed April 14, 2009
         Filed as Pro Se

In Re Tri J Systems LLC
   Bankr. C.D. Calif. Case No. 09-14254
      Chapter 11 Petition filed April 14, 2009
         Filed as Pro Se

In Re Eric Paul Miessner
   Bankr. S.D. Calif. Case No. 09-04834
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/casb09-04834.pdf

In Re Flanagan's Limited Liability Company
   Bankr. D. Conn. Case No. 09-30912
      Chapter 11 Petition filed April 14, 2009
         Filed as Pro Se

In Re 400 Associates. L.P
      fka 823 Associates, L.P
   Bankr. D. Del. Case No. 09-11279
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/deb09-11279.pdf

In Re T-Shirt Expressions of Boca Raton, Inc.
   Bankr. S.D. Fla. Case No. 09-16796
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/flsb09-16796p.pdf
         See http://bankrupt.com/misc/flsb09-16796c.pdf

   In Re Logo Gear of South Florida, Inc.
      Bankr. S.D. Fla. Case No. 09-16802
         Chapter 11 Petition filed April 14, 2009
            See http://bankrupt.com/misc/flsb09-16802p.pdf
            See http://bankrupt.com/misc/flsb09-16802c.pdf

In Re Cotter Real Estate Inc.
   Bankr. N.D. Ill. Case No. 09-13258
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/ilnb09-13258.pdf

In Re The Upper Crust, Inc.
   Bankr. N.D. Illinois Case No. 09-13295
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/ilnb09-13295.pdf

In Re Propertiques, LLC
   Bankr. D. Mass. Case No. 09-13263
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/mab09-13263.pdf

In Re Lisa J. Parker
   Bankr. S.D. Miss. Case No. 09-50756
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/mssb09-20756.pdf

In Re Daniel Santos
   Bankr. S.D. N.Y. Case No. 09-22591
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/nysb09-22591.pdf

In Re Oklahoma Station, Inc.
   Bankr. W.D. Okla. Case No. 09-11918
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/okwb09-11918.pdf

   In Re OSI Management Group, Inc.
      Bankr. W.D. Okla. Case No. 09-11919
         Chapter 11 Petition filed April 14, 2009
            See http://bankrupt.com/misc/okwb09-11919.pdf

   In Re CJM Enterprises, Inc.
      Bankr. W.D. Okla. Case No. 09-11920
         Chapter 11 Petition filed April 14, 2009
            See http://bankrupt.com/misc/okwb09-11920.pdf

   In Re CFR & Associates, Inc.
      Bankr. W.D. Okla. Case No. 09-11921
         Chapter 11 Petition filed April 14, 2009
            See http://bankrupt.com/misc/okwb09-11921.pdf

   In Re Steve Rosson
         Margala Rosson
      Bankr. W.D. Okla. Case No. 09-11922
         Chapter 11 Petition filed April 14, 2009
            See http://bankrupt.com/misc/okwb09-11922.pdf

In Re Boulevard Apartments, LLC
   Bankr. E.D. Pa. Case No. 09-12735
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/paeb09-12735.pdf

In Re Louis P. Pugliese
      dba Advanced Specialty Flooring
      fdba EFS Flooring System, Inc.
      Lisa M. Pugliese
   Bankr. W.D. Pa. Case No. 09-22660
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/pawb09-22660.pdf

In Re Phillips Electric, Inc.
   Bankr. N.D. Tex. Case No. 09-42192
      Chapter 11 Petition filed April 14, 2009
         See http://bankrupt.com/misc/txnb09-42192.pdf

In Re Nancy Nangle
   Bankr. D. Ariz. Case No. 09-07459
      Chapter 11 Petition filed March 15, 2009
         Filed as Pro Se

In Re Allout Landscape Management Trust
   Bankr. C.D. Calif. Case No. 09-13371
      Chapter 11 Petition filed April 15, 2009
         Filed as Pro Se

In Re Gregory Martin Young
      aka Sunset Manor Guest Home
   Bankr. E.D. Calif. Case No. 09-27113
      Chapter 11 Petition filed April 15, 2009
         Filed as Pro Se

In Re LabaLaba, LLC
   Bankr. D. Conn. Case No. 09-50693
      Chapter 11 Petition filed April 15, 2009
         Filed as Pro Se

In Re Salwa Gorges
      aka Salwa Virginia Gorges
      aka Salwa V Lewandowski
   Bankr. M.D. Fla. Case No. 09-04977
      Chapter 11 Petition filed April 15, 2009
         Filed as Pro Se

In Re David B. Cohen
   Bankr. S.D. Fla. Case No. 09-16860
      Chapter 11 Petition filed April 15, 2009
         See http://bankrupt.com/misc/flsb09-16860p.pdf
         See http://bankrupt.com/misc/flsb09-16860c.pdf

In Re Marina Bay Bar & Grill, Inc.
      dba Havana's on the Bay
      dba Marina Bay of North Bay Village, Inc.
      dba World Trust Holdings, Inc.
      dba L. Abreu Enterprises, Inc.
      dba World Trust Funding, LLC
      aka -- World Trust Property Management, LLC
   Bankr. S.D. Fla. Case No. 09-16852
      Chapter 11 Petition filed April 15, 2009
         See http://bankrupt.com/misc/flsb09-16852.pdf

In Re Hoosier Feeder Company, Inc.
   Bankr. S.D. Ind. Case No. 09-04987
      Chapter 11 Petition filed April 15, 2009
         See http://bankrupt.com/misc/insb09-04987.pdf

In Re Diane Vermillion
   Bankr. E.D. Va. Case No. 09-12897
      Chapter 11 Petition filed April 15, 2009
         See http://bankrupt.com/misc/vaeb09-12897.pdf

In Re Goldsmit-Black, Inc.
   Bankr. S.D. W.V. Case No. 09-40101
      Chapter 11 Petition filed April 15, 2009
         See http://bankrupt.com/misc/wvsb09-40101.pdf

   In Re G-B Distribution Limited Liability Company
      Bankr. S.D. W.V. Case No. 09-40102
         Chapter 11 Petition filed April 15, 2009
            See http://bankrupt.com/misc/wvsb09-40102.pdf

In Re Sandwich Kings LLC
      dba Original Suburpia
   Bankr. E.D. Wisc. Case No. 09-25092
      Chapter 11 Petition filed April 15, 2009
         See http://bankrupt.com/misc/wieb09-25092.pdf

In Re David D. House Enterprises-Jordan Place, LLC
   Bankr. N.D. Ala. Case No. 09-41088
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/alnb09-41088p.pdf
         See http://bankrupt.com/misc/alnb09-41088c.pdf

In Re Just B Incorporated
   Bankr. N.D. Ala. Case No. 09-81524
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/alnb09-81524p.pdf
         See http://bankrupt.com/misc/alnb09-81524c.pdf

In Re JPA Furniture, Inc.
   Bankr. D. Ariz. Case No. 09-07585
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/azb09-07585.pdf

In Re Pamela Allara
   Bankr. D. Ariz. Case No. 09-07595
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/azb09-07595.pdf

In Re Vitaly Feygin
      Yelena Feygin
   Bankr. D. Ariz. Case No. 09-07615
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/azb09-07615.pdf

In Re William A. Nichols
   Bankr. E.D. Calif. Case No. 09-91052
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/caeb09-91052.pdf

In Re Joseph Peter Sansone
      aka Joseph Peter Sansone, Sr.
      aka Joseph Peter Sansone, Jr.
      Roseann M. Sansone
      aka Rose Sansone
      aka Roseann M. Sansone
   Bankr. D. Conn. Case No. 09-50709
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/ctb09-50709.pdf

In Re Marichco, Inc. dba The Chef's Table
   Bankr. D. Conn. Case No. 09-50710
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/ctb09-50710p.pdf
         See http://bankrupt.com/misc/ctb09-50710c.pdf

In Re Douglas Fritchman Marks
   Bankr. M.D. Fla. Case No. 09-05014
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/flmb09-05014.pdf

In Re Beach Hotel, Inc.
   Bankr. S.D. Fla. Case No. 09-17031
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/flsb09-17031p.pdf
         See http://bankrupt.com/misc/flsb09-17031c.pdf

In Re 502 Talbot, LLC
   Bankr. D. Md. Case No. 09-16690
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/mdb09-16690.pdf

In Re Northwood Estates Trust
   Bankr. D. Mass. Case No. 09-13332
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/mab09-13332.pdf

In Re Kaup Restaurant Group LLC
   Bankr. D. N.J. Case No. 09-19504
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/njb09-19504.pdf

   In Re Haylie Real Estate LLC
      Bankr. D. N.J. Case No. 09-19505
         Chapter 11 Petition filed April 16, 2009
            See http://bankrupt.com/misc/njb09-19505.pdf

In Re Alan Michael Guthartz
   Bankr. E.D. N.Y. Case No. 09-72615
      Chapter 11 Petition filed April 16, 2009
         Filed as Pro Se

In Re MDM Post Inc.
   Bankr. S.D. N.Y. Case No. 09-12342
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/nysb09-12342.pdf

In Re Shah 56th Inc.
   Bankr. S.D. N.Y. Case No. 09-12327
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/nysb09-12327.pdf

In Re David R. Bailey
      dba D & D Marine & Outdoors
      Diann C. Bailey
   Bankr. M.D. Tenn. Case No. 09-04294
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/tnmb09-04294.pdf

In Re The Alphasign Centre, Inc.
   Bankr. N.D. Tex. Case No. 09-32341
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/txnb09-32341.pdf

In Re Deborah K. King
   Bankr. E.D. Va. Case No. 09-12934
      Chapter 11 Petition filed April 16, 2009
         Filed as Pro Se

In Re M&D 1, LLC
   Bankr. E.D. Va. Case No. 09-12936
      Chapter 11 Petition filed April 16, 2009
         Filed as Pro Se

In Re Robin Lynn Neuschwander
      Becky Dee Neuschwander
   Bankr. W.D. Wash. Case No. 09-42589
      Chapter 11 Petition filed April 16, 2009
         See http://bankrupt.com/misc/wawb09-42589.pdf

In Re Dubose Development LLC
   Bankr. N.D. Calif. Case No. 09-30975
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/canb09-30975.pdf

In Re Old National Orthodontics Inc.
   Bankr. N.D. Ga. Case No. 09-70049
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/ganb09-70049.pdf

In Re Jim D. Hollis, Jr.
   Bankr. W.D. Ky. Case No. 09-10709
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/kywb09-10709.pdf

In Re Ronnie Perkins
   Bankr. M.D. La. Case No. 09-10514
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/lamb09-10514.pdf

In Re Michael J. Gardetto
   Bankr. D. Mass. Case No. 09-13370
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/mab09-13370.pdf

In Re Bruce D. Skoletsky
   Bankr. D. N.J. Case No. 09-19568
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/njb09-19568.pdf

In Re Groundscapes of NC, Inc.
   Bankr. E.D. N.C. Case No. 09-03119
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/nceb09-03119.pdf

In Re Donald Yelton
      Joan Yelton
   Bankr. W.D. N.C. Case No. 09-40314
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/ncwb09-40314.pdf

In Re R & S Auto & Truck Repair, Inc.
   Bankr. M.D. Pa. Case No. 09-02913
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/pamb09-02913.pdf

In Re Barry F. Bartusiak
   Bankr. W.D. Pa. Case No. 09-22747
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/pawb09-22747p.pdf
         See http://bankrupt.com/misc/pawb09-22747c.pdf

In Re Arc Welding Store Corp.
   Bankr. D. P.R. Case No. 09-03069
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/prb09-03069.pdf

In Re Carmelo Maldonado Velazquez
      Iris M. Crespo Gonzalez
   Bankr. D. P.R. Case No. 09-03057
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/prb09-03057.pdf

In Re Jose I. Maldonado Nicolai
      Carmen Z. Pena Aran
   Bankr. D. P.R. Case No. 09-03027
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/prb09-03027.pdf

In Re Southern Graces, LLC
   Bankr. E.D. Tenn. Case No. 09-32135
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/tneb09-32135.pdf

In Re Stafford Interiors
   Bankr. N.D. Tex. Case No. 09-42253
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/txnb09-42253.pdf

In Re Prestige Limousines, Ltd.
   Bankr. E.D. Wisc. Case No. 09-25274
      Chapter 11 Petition filed April 17, 2009
         See http://bankrupt.com/misc/wieb09-25274.pdf

In Re TB Smith Trucking, Inc.
   Bankr. S.D. Iowa Case No. 09-01831
      Chapter 11 Petition filed April 18, 2009
         See http://bankrupt.com/misc/iasb09-01831.pdf

In Re American Box Company
   Bankr. E.D. Tenn. Case No. 09-51041
      Chapter 11 Petition filed April 18, 2009
         See http://bankrupt.com/misc/tneb09-51041.pdf

In Re CAM Recycling & Materials, Inc.
   Bankr. E.D. Wisc. Case No. 09-25303
      Chapter 11 Petition filed April 18, 2009
         See http://bankrupt.com/misc/wieb09-25303.pdf

In Re APHI Group, LLC
      d/b/a Legacy Academy for Children
   Bankr. N.D. Ga. Case No. 09-70094
      Chapter 11 Petition filed April 19, 2009
         See http://bankrupt.com/misc/ganb09-70094.pdf

In Re Infinity IV, LLC
   Bankr. S.D. N.Y. Case No. 09-22628
      Chapter 11 Petition filed April 19, 2009
         See http://bankrupt.com/misc/nysb09-22628.pdf

In Re ATDrag, Inc.
   Bankr. S.D. Ala. Case No. 09-11769
      Chapter 11 Petition filed April 20, 2009
         See http://bankrupt.com/misc/alsb09-11769.pdf

In Re Philip's Custom Cabinets, LLC
   Bankr. M.D. Ga. Case No. 09-40472
      Chapter 11 Petition filed April 20, 2009
         See http://bankrupt.com/misc/gamb09-40472.pdf

In Re Melvin Conrad
      Delores Conrad
   Bankr. D. Md. Case No. 09-16903
      Chapter 11 Petition filed April 20, 2009
         See http://bankrupt.com/misc/mdb09-16903.pdf

In Re NovaSource, Inc.
   Bankr. E.D. Mo. Case No. 09-43542
      Chapter 11 Petition filed April 20, 2009
         See http://bankrupt.com/misc/moeb09-43542.pdf

In Re SJPB, Inc.
   Bankr. S.D. N.Y. Case No. 09-22635
      Chapter 11 Petition filed April 20, 2009
         Filed as Pro Se

In Re Peterson Imaging, Inc.
   Bankr. E.D. Pa. Case No. 09-12866
      Chapter 11 Petition filed April 20, 2009
         See http://bankrupt.com/misc/paeb09-12866.pdf

In Re Edward J. Mentell, Jr.
   Bankr. W.D. Wisc. Case No. 09-12518
      Chapter 11 Petition filed April 20, 2009
         See http://bankrupt.com/misc/wiwb09-12518.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo B.
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

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