TCR_Public/090424.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 24, 2009, Vol. 13, No. 112

                            Headlines



180 SPORTS: Case Summary & 16 Largest Unsecured Creditors
237 MAIN STREET: Case Summary & Largest Unsecured Creditor
23S23 CONSTRUCTION: Case Summary & 9 Largest Unsecured Creditors
37-39 CARR AVENUE: Case Summary & 2 Largest Unsecured Creditors
3915 226TH ST LLC: Case Summary & 6 Largest Unsecured Creditors

AAA ENTERPRISES: Voluntary Chapter 11 Case Summary
ABITIBIBOWATER INC: Files NAFTA Claim on Expropriation of Assets
ACCULIFT FORKLIFT: Case Summary & 20 Largest Unsecured Creditors
ADVANCED MICRO: Liquidity Risks Prompt S&P to Junk Corp. Rating
ALASKA FUR: Case Summary & 20 Largest Unsecured Creditors

AMERICAN HOME: To Auction S&L Subsidiary on May 12
AMERICAN HOUSING: Sent to Chapter 11 By Creditors
AMERIGROUP CORPORATION: Moody's Affirms 'Ba2' Senior Rating
ANGEL CASTANEDA: Case Summary & 11 Largest Unsecured Creditors
ARIZONA FIRST: Case Summary & 9 Largest Unsecured Creditors

ARNEL ANSELMO: Voluntary Chapter 11 Case Summary
ASARCO LLC: Treasury Preparing for Bankruptcy Filing
ASARCO LLC: Asbestos Panel and AMC Agree to Terms of Exit Plan
ASARCO LLC: District Court Signs Stipulated Order on AMC Dispute
ASARCO LLC: Seeks Sept. 30 Extension of Plan Filing Period

ASARCO LLC: Parent, Panel Express Dislike on Disclosure Statement
ATLANTIC EXPRESS: S&P Withdraws 'CC' Corporate Credit Rating
ATRIUM COMPANIES: Moody's Cuts Ratings on 2 Sr. Sub. Notes to C
B. MICHAEL PISANI: Voluntary Chapter 11 Case Summary
BANKATLANTIC BANCORP: Trust Preferred Interest Deferral Continues

BANK OF AMERICA: Treasury Pressured Executives on Merill Merger
BARRINGTON BROADCASTING: S&P Raises Corporate Rating to 'SD'
BARZEL FINCO: Moody's Downgrades Corporate Family Rating to 'Ca'
BIOMARIN PHARMACEUTICAL: S&P Raises Corp. Credit Rating to 'B'
BONNER PLUMBING: Case Summary & 17 Largest Unsecured Creditors

CAFE BOULEVARD: Competition, Poor Economy Blamed for Bankruptcy
CARRIAGE HOUSE: Case Summary & 20 Largest Unsecured Creditors
CARRIE STEELE: Case Summary & 8 Largest Unsecured Creditors
CB SLEEPY HOLLOW: Voluntary Chapter 11 Case Summary
CFM US: New Deal With Pension Fund Calls For Chapter 7 Conversion

CHROMIUM PROCESS: Case Summary & 20 Largest Unsecured Creditors
CHRYSLER LLC: Fiat May Have to Sell "Jewel Assets" to Give Aid
CHRYSLER LLC: Treasury Preparing for Bankruptcy Filing
CLEARWATER NATURAL: Files Ch. 11 Plan for Sale of Miller Assets
COLUMBIA HIGHLAND: Case Summary & 8 Largest Unsecured Creditors

COLUMBUS BANK: Moody's Cuts Bank Financial Strength Rating to 'D'
CONG MINH TRAN: Case Summary & 17 Largest Unsecured Creditors
CONTECH LLC: Court Approves CIT Group DIP Financing on Final Basis
CONTECH LLC: Court Sets June 8 as General Claims Bar Date
CONTECH LLC: U.S. Trustee Appoints New Members to Creditors Panel

CONTECH LLC: Can Employ W.Y. Campbell as Special Investment Banker
CONTECH LLC: May Sell SPG Assets to Center Manufacturing
CORPORACION DURANGO: Signs Plan Term Sheet with Creditors
CUMBERLAND VALLEY: Voluntary Chapter 11 Case Summary
CUMULUS MEDIA: Moody's Junks Corporate Family Rating From 'B3'

CUSTOM CONTRACTORS: Court Converts Case to Chapter 7 Liquidation
DALE FETTERLEIGH: Voluntary Chapter 11 Case Summary
DAYTON SUPERIOR: May Access GECC DIP Financing on Interim Basis
DAYTON SUPERIOR: Schedules Filing Deadline Extended by 30 Days
DAYTON SUPERIOR: Chapter 11 Filing Cues Moody's Rating Cut to 'D'

DBSI INC: Examiner Expects to Spend $2.3 Million in 4 Months
DEARBORN RESTAURANT: Joynt's Poor Winter Sales Blamed for Ch. 11
DEBORAH ANN SMITH: Case Summary & 5 Largest Unsecured Creditors
DELPHI CORP: GM to Shut Down 13 North American Assembly Plants
DONALD ABERCROMBIE: Voluntary Chapter 11 Case Summary

DRUG FAIR: Proposes Incentive Plan; Walgreen to Partly Cover Cost
ENCORE ACQUISITION: Moody's Assigns 'B1' Rating on Note Offering
ENCORE ACQUISITION: S&P Assigns 'B' Rating on $200 Mil. Notes
ENEA BROTHERS: Case Summary & 8 Largest Unsecured Creditors
EURAMAX INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Ca'

EXCLUSIVE ESTATES: Voluntary Chapter 11 Case Summary
EXPRESS ENERGY: Weaker Liquidity Cues Moody's to Junk Rating
EXQUISITE DESIGNS: Voluntary Chapter 11 Case Summary
FIESTA INN: Case Summary & 11 Largest Unsecured Creditors
FINANCIAL GUARANTY: S&PO Downgrades Financial Ratings to 'CC'

FIRST COMMERCIAL: Moody's Cuts Bank Financial Strength Rating to D
FREDDIE MAC: Prices New $4.5BB 5-Year Reference Notes(R) Security
FREEDOM COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'CCC-'
GENERAL GROWTH: 28 Affiliates File for Chapter 11 Bankruptcy
GENERAL GROWTH: Sec. 341 Meeting Scheduled for May 14

GENERAL GROWTH: Proposes AlixPartners as Restructuring Advisor
GENERAL GROWTH: Proposes Jenner & Block as Litigation Counsel
GENERAL GROWTH: Proposes to Honor Prepetition Rent Obligations
GENERAL GROWTH: To Honor Critical Providers Claims
GENERAL GROWTH: Seeks to Tap Miller Buckfire as Fin'l Advisor

GENERAL MOTORS: Fiat Eying Stake in Adam Opel
GENERAL MOTORS: Will Shut Down 13 North American Assembly Plants
GINA PLAZA: Case Summary & 10 Largest Unsecured Creditors
GOTTSCHALKS INC: Employee Charged With One Count of Felony Theft
HASSAW LP: Voluntary Chapter 11 Case Summary

HUMAN TOUCH: S&P Withdraws 'D' Corporate Credit Rating
INTERACTIVE HEALTH: S&P Withdraws 'D' Corporate Credit Rating
JOHN JAY SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
JOSEPH SANTORO: Case Summary & 14 Largest Unsecured Creditors
JULIE PALMER: Case Summary & 17 Largest Unsecured Creditors

LAMAR ADVERTISING: Tender Offer Won't Affect Moody's Ratings
LANDAMERICA FINANCIAL: 341 Meeting of LAC Creditors Today
LANDAMERICA FINANCIAL: Court Extends Exclusive Periods to July 24
LANDAMERICA FINANCIAL: LAC Unit Files Schedules and Statement
LANDAMERICA FINANCIAL: Seeks May 18 LAC Claims Bar Date

LANDAMERICA FINANCIAL: Seeks to Sell LoanCare to Alpine for $6.5MM
LAUREN PAULSON: Case Summary & 3 Largest Unsecured Creditors
LIBERTY GLOBAL: S&P Puts 'B+' Rating on Positive CreditWatch
LKI ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
MAHMOUD A. SABEGH: Voluntary Chapter 11 Case Summary

MARKET CENTER EAST: Case Summary & 1 Largest Unsecured Creditor
MAXIMUM ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
MEDCOM USA: Involuntary Chapter 11 Case Summary
MERRILL LYNCH: Treasury Pressured Executives on BofA Merger
MERCURY COMPANIES: Plan Filing Period Extended to April 24

MGIC INVESTMENT: S&P Assigns 'CCC' Unsolicited Counterparty Rating
MONTOYA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
MYLES CATANIA: Case Summary & 8 Largest Unsecured Creditors
NAT'L SECURITY GROUP: A.M. Best Affirms 'bb' Issuer Credit Rating
NAT'L SPORTS: Trustee Asks Court to Charge Fees on Artifacts

NATIONWIDE HEALTH: Fitch Raises Preferred Stock Rating From 'BB+'
NEXPAK CORP: Employee Retention Plan to Aid Going Concern Sale
NOBLE INTERNATIONAL: Can Initially Access Big 3's Cash Collateral
NEW YORK TIMES: Downgraded by S&P on 79% Plunge in EBITDA
NOBLE INTERNATIONAL: Has Until May 20 to file Schedules and SOFAs

NOLAN JAMES RYAN: Case Summary & 20 Largest Unsecured Creditors
NORTEK INC: S&P Junks Corporate Credit Rating From 'B-'
NORTHEAST BIOFUELS: Auction for Assets Delayed Until May
NV BROADCASTING: S&P Downgrades Corporate Credit Rating to 'CCC'
NV TELEVISION: S&P Downgrades Corporate Credit Rating to 'CCC'

OLSEN'S MILL: Case Summary & 20 Largest Unsecured Creditors
PACKAGING DYNAMICS: S&P Downgrades Corporate Credit Rating to 'B'
PARKIN BROADCASTING: S&P Cuts Corporate Credit Rating to 'CCC'
PATRICIA MENDEZ: Case Summary & 4 Largest Unsecured Creditors
PIERBOWL HOLDING CORPORATION: Voluntary Chapter 11 Case Summary

PENN NATIONAL: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
POLAROID CORP: Patriarch Takes Appeal From Sale Order
RAOMITO SALAZAR: Case Summary & 6 Largest Unsecured Creditors
RENEW ENERGY: To Close Jefferson, Wisconsin Facility
RICKIE MURPHY: Case Summary & 7 Largest Unsecured Creditors

RIVAGE MARINA: Case Summary & 7 Largest Unsecured Creditors
RJB EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
ROHM & HAAS: Moody's Cuts Unsecured Debt Ratings to Ba1 From Baa1
ROOF TOP METAL: Case Summary & 20 Largest Unsecured Creditors
ROSELINE MARIE DAUPHIN: Case Summary & 7 Largest Unsec. Creditors

RSC EQUIPMENT: Moody's Affirms Corporate Family Rating at 'B2'
RYERSON INC: S&P Downgrades Corporate Credit Rating to 'B-'
SANDS SUITES: Case Summary & 2 Largest Unsecured Creditors
SARGIS SAHAKYAN: Case Summary & 9 Largest Unsecured Creditors
SBI USA LLC: Case Summary & 20 Largest Unsecured Creditors

SCOTT SHERA: Case Summary & 3 Largest Unsecured Creditors
SDT ACQUISITION: Voluntary Chapter 11 Case Summary
SEMGROUP LP: To Sell Remainder of Liquid Asphalt Business
SFK PULP: Declining Demand for Pulp Cues S&P to Junk Rating
SKYGUARD LLC: Case Summary & 20 Largest Unsecured Creditors

SMURFIT-STONE: Gets Nod on Bonus Program for 3,700 Employees
SOUTH FINANCIAL: Fitch Downgrades Issuer Default Rating to 'BB+/B'
SPANSION INC: To Divest Wireless Biz, Focus on Embedded Solutions
SPRINGTOWNE FAMILY: Case Summary & 20 Largest Unsecured Creditors
STATION CASINOS: Wants May 15 Deadline for Ch. 11 Plan Extended

STIEFEL LABORATORIES: S&P Keeps B+ Rating on GlaxoSmithKline Deal
SUCA LAND SALES: Case Summary & 3 Largest Unsecured Creditors
SUN-TIMES MEDIA: Names Gladys Arroyo Vice President of Advertising
SVP HOLDINGS: Moody's Junk Probability of Default Rating
SVP HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating

SYNOVUS FINANCIAL: Moody's Cuts Ratings on Sub. Debt to 'B2'
SYNTAX-BRILLIAN: Wins Confirmation of Liquidating Plan
TABORA FARMS BAKERY: Case Summary & 20 Largest Unsecured Creditors
TEMPE LAND: Chapter 11 Plan Contemplates Completion of Condos
THE PLAZA LLC: Case Summary & 11 Largest Unsecured Creditors

TITAN COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors
TITLEMAX HOLDINGS: Taps Gray & Pannell as Local Bankruptcy Counsel
TITLEMAX HOLDINGS: Wants to Hire DLA Piper as Bankruptcy Counsel
ULTRA STORES: Loan Okayed on Interim, U.S. Trustee Has Objection
ULTRA STORES: U.S. Trustee Names 5 to Creditors Committee

ULTRA STORES: U.S. Trustee Sets Meeting of Creditors for May 28
UNIVERSAL PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
U.S. INSURANCE GROUP: Case Summary & 20 Largest Unsec. Creditors
VAL OF BELLEFONTAINE: Case Summary & 20 Largest Unsec. Creditors
W.R. GRACE: Court Approves 2009-2011 Incentive Plan

W.R. GRACE: Court Approves New Contract for CEO Fred Festa
W.R. GRACE: Court Approves ZAI Claimants Settlement on Final Basis
W.R. GRACE: Court Okays Kirkland's $6.7MM Bill for Jul-Sept. Work
W.R. GRACE: Texas Comptroller Objects to Plan Confirmation
WARD STREET: Case Summary & 20 Largest Unsecured Creditors

WEST FAMILY: Case Summary & 10 Largest Unsecured Creditors
WHITNEY LAKE: Case Summary & 3 Largest Unsecured Creditors
WINGSPEED CORPORATION: Case Summary & 20 Largest Unsec. Creditors
WYNN RESORTS: Bank Loan Amendment Won't Move Moody's 'Ba3' Rating
YELLOWSTONE CLUB: Creditors Say $346-Mil. "Looted" by T. Blixseth

ZIONS BANCORPORATION: S&P Cuts Rating on Preferred Shares to 'B'

* Fitch Sees Negative Trend in U.S. Public Finance Rating Actions
* Home Mortgage Cram-Down Bill Inches Forward in U.S. Senate

* BOOK REVIEW: The First Junk Bond: A Story of Corp. Boom & Bust



                            *********


180 SPORTS: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 180 Sports & Fitness, LP
        1501 Kirby Road
        Knoxville, TN 37909

Bankruptcy Case No.: 09-31870

Chapter 11 Petition Date: April 7, 2009

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

Judge: Richard Stair Jr.

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Riverview Tower, Suite 2100
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313
                  Email: ltarpy@htandc.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 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tneb09-31870.pdf

The petition was signed by Gregory C. Copelan, member and
president.


237 MAIN STREET: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: 237 Main Street, LLC
        253 Main Street
        Nashua, NH 03060

Bankruptcy Case No.: 09-11255

Debtor-affiliate filing separate Chapter 11 petition:

   Case No.   Affiliate
   --------   ---------
   09-11256   243 Main Street, LLC

Chapter 11 Petition Date: April 10, 2009

Court: U.S. Bankruptcy Court District of New Hampshire

Judge: J. Michael Deasy

Debtor's Counsel: Robert L. O'Brien, Esq.
                  P.O. Box 357
                  New Boston, NH 03070-0357
                  Tel: 603-459-9965
                  Fax: 603-250-0822
                  Email: robjd@mail2firm.com

Estimated Assets: $0 to $50,000

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

The Debtor identified its largest unsecured creditor as:

     Imperial Capital Bank             $1,100,000
     500 N Brand Blvd, Suite 1500       (600,000 secured)
     Glendale, CA 91203

The petition was signed by Vatche Manoikian, managing member.


23S23 CONSTRUCTION: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 23S23 Construction, Inc.
        c/o Turchi Properties
        1700 Walnut Street, 2nd Floor
        Philadelphia, PA 19103

Bankruptcy Case No.: 09-12652

Chapter 11 Petition Date: April 9, 2009

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

Judge: Stephen Raslavich

Debtor's Counsel: Leslie Beth Baskin, Esq.
                  Spector Gadon Rosen
                  1635 Market Street
                  Seven Penn Center - 7th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 241-8888
                  Fax: 215-241-8844
                  Email: lbaskin@lawsgr.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 9 largest unsecured creditors is available
for free at http://bankrupt.com/misc/paeb09-12652.pdf

The petition was signed by John J. Turchi, Jr., president.


37-39 CARR AVENUE: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 37-39 Carr Avenue Corporation
        2 Prospect Street
        Trenton, NJ 08618

Bankruptcy Case No.: 09-20019

Chapter 11 Petition Date: April 22, 2009

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

Judge: Judge Michael B. Kaplan

Debtor's Counsel: Richard J. Pepsny, Esq.
                  Law Office of Richard J. Pepsny
                  240 Maple Avenue
                  Red Bank, NJ 07701
                  (732) 842-8505
                  Fax: (732) 842-8525
                  Email: pepsnylawfirm@msn.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 2
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/njb09-20019.pdf

The petition was signed by Gregory Spooner, president of the
Company.


3915 226TH ST LLC: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: 3915 226th St LLC
        21515 Hawthorne Blvd
        Ste 975
        Torrance, CA 90503

Bankruptcy Case No.: 09-19189

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Scott C. Clarkson, Esq.
                  Clarkson Gore & Marsella APLC
                  3424 Carson St Ste 350
                  Torrance, CA 90503
                  310-542-0111
                  Fax: 310-214-7254
                  Email: sclarkson@lawcgm.com

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

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

A full-text copy of the Debtor's petition, including its list of 6
largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-19189.pdf

The petition was signed by Aziz Ashai.


AAA ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: AAA Enterprises of NY LLC
        500 S. Broadway
        Yonkers, NY 10705

Bankruptcy Case No.: 09-12438

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
    BBB Enterprises of NY LLC                      09-12439
    CCC Enterprises of NY LLC                      09-12441
    DDD Enterprises of NY LLC                      09-12442
    EEE Enterprises of NY LLC                      09-12443

Chapter 11 Petition Date: April 21, 2009

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Judge James M. Peck

Debtor's Counsel: Leo Fox, Esq.
                  630 Third Avenue
                  18th Floor
                  New York, NY 10017
                  (212) 867-9595
                  Fax: (212) 949-1847
                  Email: leofox1947@aol.com

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

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

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

AAA's petition was signed by Carmine Alessandro, president and
managing member.


ABITIBIBOWATER INC: Files NAFTA Claim on Expropriation of Assets
----------------------------------------------------------------
AbitibiBowater filed a Notice of Intent to Submit a Claim to
Arbitration under the North American Free Trade Agreement with
regards to the expropriation of its assets and rights in
Newfoundland and Labrador, Canada.  It is the Company's position
that the passing of Bill 75, which expropriates the Company's
provincial assets and contractual rights to natural resources, by
the provincial government was arbitrary, discriminatory and
illegal.  AbitibiBowater is seeking in excess of C$300 million in
direct compensation for the fair market value of the expropriated
rights and assets, plus additional costs and further relief as the
Arbitral Tribunal may deem just and appropriate.

In early December 2008, AbitibiBowater announced various capacity-
reduction measures, including the permanent closure of its Grand
Falls mill, as a result of the economic downturn and decline in
product demand.  AbitibiBowater said that, in retaliation, the
province hastily passed Bill 75, without any attempt to consult
with the Company and without holding any public hearings.

The Company has asserted in the Notice of Intent that Bill 75
unquestionably breaches Canada's NAFTA obligations on a number of
grounds, including among others:

     -- Basis of Expropriation: NAFTA explicitly details the
        grounds under which government expropriation can occur.
        The criteria for expropriation are not met in Bill 75.

     -- Fair Compensation: AbitibiBowater is entitled to
        immediate, full and fair compensation.  Bill 75 does not
        ensure payment for the fair market value of the
        expropriated rights and assets.

     -- Denial of Justice: Bill 75 purports to strip
        AbitibiBowater of any rights to access the courts, which
        is independently a violation of NAFTA.

     -- Discrimination: AbitibiBowater should be afforded the same
        rights and privileges as all other domestic and foreign
        investors.  Bill 75 is retaliatory in nature and
        discriminates against the Company.

"AbitibiBowater has been operating in Newfoundland and Labrador
for more than a century, contributing significantly to the
region's economic, social and sustainable development," stated
David J. Paterson, President and Chief Executive Officer.  "The
nationalization of our assets was unexpected and an unnecessary
course of action.  It came despite our proactive outreach to form
a joint working group to address and resolve all issues related to
our rights and assets in the province.  The Company remains open
to seeking a collaborative resolution with the federal and
provincial governments."

The expropriation relates to a broad range of AbitibiBowater's
rights in Newfoundland and Labrador, including land rights, timber
rights, water use rights and various other related rights and
business partnerships, and these rights can be traced back in part
to grants by the provincial government and its predecessors, as
well as to other third-party transactions.  In addition to the
substantial sums it expended to acquire these rights, the Company
has invested hundreds of millions of dollars in the province over
the last century, ranging from capital investments in mill
operations to road projects that have helped build rural
Newfoundland.

Since the Company is incorporated in the state of Delaware and
carries out business activities in the United States, the
expropriation of rights and assets represents a breach of Canada's
obligations to a U.S. investor under Chapter Eleven of NAFTA.  The
Company has filed this notice as part of the dispute resolution
mechanism available under NAFTA and will submit the claim to
arbitration in three months, pursuant to the relevant NAFTA
provisions, should this matter not be resolved by that date.

"It is our obligation to defend the interests of our shareholders
and ensure we receive compensation for the fair market value of
the expropriated assets, plus additional damages.  With this
notice, we have taken the first step in pursuing legal actions,"
added David Paterson.

                   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).


ACCULIFT FORKLIFT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Acculift Forklift Rentals of NY, Inc.
        32-01 College Point Blvd.
        Flushing, NY 11354
        Tel: 347-386-7251

Bankruptcy Case No.: 09-42838

Chapter 11 Petition Date: April 10, 2009

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

Judge: Jerome Feller

Debtor's Counsel: Gary B Sachs, Esq.
                  805 Third Avenue
                  New York, NY 10022
                  Tel: 212-752-1000
                  Email: gsachs@eisemanlevine.com

Total Assets: $231,850

Total Debts: $2,573,307

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb09-42838.pdf

The petition was signed by Salvature Ventura, president.


ADVANCED MICRO: Liquidity Risks Prompt S&P to Junk Corp. Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Sunnyvale, California-based Advanced Micro Devices Inc. from
CreditWatch and lowered its corporate credit and senior secured
ratings on the company to 'CCC+' from 'B'.  S&P also revised the
recovery rating on the senior unsecured notes '4' from '3'.  The
'4' recovery rating reflects average (30%-50%) recovery in the
event of a payment default.  The ratings were placed on
CreditWatch on April 8, 2009.  The outlook is negative.

"The rating action reflects our view of the risk that current
liquidity, at both AMD as a stand-alone entity and the
consolidated group, may be insufficient to adequately fund
expected near-term operating losses and debt amortization
requirements," said Standard & Poor's credit analyst Lucy
Patricola, "even giving consideration for future capital
investments by Advanced Technology Investment Corp."  The
financial support provided by the company's new partner, ATIC
(owned by the government of Abu Dhabi) only partly offsets this
factor.


ALASKA FUR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Alaska Fur Gallery, Inc.
        428 W. 4th Avenue
        Anchorage, AK 99501

Bankruptcy Case No.: 09-00196

Chapter 11 Petition Date: April 7, 2009

Court: U.S. Bankruptcy Court Alaska (Anchorage)

Judge: Donald MacDonald IV

Debtor's Counsel: Cabot C. Christianson, Esq.
                  Christianson & Spraker
                  911 W 8th Ave., Suite #201
                  Anchorage, AK 99501
                  Tel: (907) 258-6016
                  Fax: (907)258-2026
                  Email: ecf@cslawyers.net

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

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/akb09-00196.pdf

The petition was signed by Magdalena Hausinger, shareholder.


AMERICAN HOME: To Auction S&L Subsidiary on May 12
--------------------------------------------------
American Home Mortgage Investment Corp. will hold an auction on
May 12 to determine whether anyone will pay more than $40.5
million for its savings and loan subsidiary, American Home Bank,
Bloomberg's Bill Rochelle said.

The initial bid is based on a formula tied to the bank's tangible
net worth.  The opening offer is from Bancorp Inc.  Sale
procedures were approved at an April 21 hearing by the U.S.
Bankruptcy Court for the District of Delaware.  Other bids are due
May 8. The hearing for approval of the sale is set for May 15.

Separately, American Home will auction four pools of owned real
estate and performing and non-performing mortgages, the report
stated.  The auction will be held May 13 and mortgage pools and
owned real estate for which the underlying mortgages that have a
combined face value of $20.5 million will be up for bidding.

Vantium Capital Markets LP has signed a contract to buy the loans
and real estate for about $4.2 million. Some of the loans are
second-lien and some are non-performing.  Other final bids for the
loans and real estate are due May 11. The hearing for approval of
the sale also will be held on May 15.

                       About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for Chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.

American Home filed a de-consolidated plan of liquidation on
Aug. 15, 2008.  The former home mortgage lender's liquidating
Chapter 11 plan was confirmed in February 2009 (American Home
Bankruptcy News; Bankruptcy Creditors' Service, Inc., Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


AMERICAN HOUSING: Sent to Chapter 11 By Creditors
-------------------------------------------------
Nine creditors with claims aggregating $10 million filed a
petition to send American Housing Foundation to Chapter 11.

Robert L. Templeton, who asserts a $5.1 million claim on account
of an investment, has the largest claim among the petitioners,
which are being represented by David R. Langston, Esq., at
Mullin, Hoard & Brown, in Lubbock, Texas.

The Foundation owns and operates more than 13,000 residential
units for low-income tenants.  The foundation, according to
Bloomberg's Bill Rochelle, says rents are "significantly below
market."

The foundation has offices in Dallas and Amarillo, Texas.
The petition was filed in U.S. Bankruptcy Court in Amarillo.


AMERIGROUP CORPORATION: Moody's Affirms 'Ba2' Senior Rating
-----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of AMERIGROUP
Corporation and its subsidiaries (senior secured credit facility
at Ba2; corporate family rating at Ba3) and has changed the
outlook on the ratings to positive from stable.

Moody's said that the outlook change reflects AMERIGROUP's
improved capitalization (consolidated NAIC risk-based capital of
188% of company action level as of year-end 2008), continued
consistent operating margins, expansion into new markets, and the
expected membership and revenue growth, supported by increased
federal Medicaid spending included in the American Recovery and
Reinvestment Act of 2009.  In addition, during 2008 AMERIGROUP
reduced the outstanding amount on its credit facility by
approximately $85 million.

The rating agency stated that AMERIGROUP's ratings continue to
reflect the unique risks associated with the managed care Medicaid
segment.  First, each of the state contracts is renewed on a
periodic basis, and the loss of one of AMERIGROUP's larger
contracts would have a considerable impact on the revenues and
earnings of the company.  Second, the Medicaid business is very
reliant on company reputation, and an operating problem in one
state could jeopardize the Medicaid contracts in other states.
Lastly, Moody's cited concerns with respect to the uncertainty
surrounding the future level of reimbursements as states fall
under budgetary and political pressures.  However, the rating
agency noted that AMERIGROUP has maintained its business profile,
having weathered the potential reputational damage from the qui
tam litigation.  This has enabled the company to renew key state
contracts, expand into additional states with new products, and it
is now well- positioned to potentially benefit from an expansion
in Medicaid enrollment as a result of increased federal
contributions.  According to Steve Zaharuk, Moody's V.P. & Sr.
Credit Officer, "Over the last year, AMERIGROUP has strengthened
its financial profile by increasing its RBC and paying off debt,
while maintaining a strong business profile."

The rating agency stated that the ratings could be upgraded if
NAIC RBC increases to and is maintained at a level of at least
200% of company action level, net margins are maintained in the
3.0% to 3.5% range, and if there is continued expansion into new
geographies or introduction of new products in existing states.
However, if there is a loss or impairment of one or more of
AMERIGROUP's Medicaid contracts, if consolidated RBC is not
improved from its level as of the end of 2008, or if net after-tax
margins fall below 3%, then Moody's said the outlook could be
moved back to stable.

These ratings were affirmed with a positive outlook:

* AMERIGROUP Corporation -- senior secured debt rating at Ba2;
  corporate family rating at Ba3;

* AMERIGROUP Texas, Inc. -- insurance financial strength rating at
  Baa3;

* AMERIGROUP Maryland, Inc. -- insurance financial strength rating
  at Baa3;

* AMERIGROUP Florida, Inc. -- insurance financial strength rating
  at Baa3;

* AMERIGROUP New Jersey, Inc. -- insurance financial strength
  rating at Baa3.

* AMERIGROUP Corporation is headquartered in Virginia Beach,
  Virginia. For the full year 2008, total revenue was $4.5 billion
  with medical membership as of December 31, 2008 of approximately
  1.6 million.  As of December 31, 2008 the company reported
  shareholders' equity of $850 million.

Moody's most recent rating action on AMERIGROUP was on October 6,
2008, when the ratings were upgraded with a stable outlook
following the company's settlement of its qui tam litigation.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


ANGEL CASTANEDA: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Angel Castaneda
           dba Falcon Lanes Bowling and Amusement Center
        2604 N. US Hwy 83
        Zapata, TX 78076

Bankruptcy Case No.: 09-50101

Chapter 11 Petition Date: April 7, 2009

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

Judge: Wesley W. Steen

Debtor's Counsel: Argentina Cronfel-Meurer, Esq.
                  1402 Victoria St
                  Laredo, TX 78040
                  Tel: 956-723-0461
                  Fax: 956-723-4758
                  Email: cronfellaw@sbcglobal.net

Total Assets: $1,043,132

Total Debts: $1,046,898

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb09-50101.pdf


ARIZONA FIRST: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arizona First Partners 1, L.L.C.
        P.O. Box 31577
        Phoenix, AZ 85046

Bankruptcy Case No.: 09-06918

Chapter 11 Petition Date: April 8, 2009

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

Judge: Sarah Sharer Curley

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

Total Assets: $3,200,000

Total Debts: $2,888,000

A list of the Debtor's 9 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/azb09-06918.pdf

The petition was signed by David Haney, managing member.


ARNEL ANSELMO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Arnel Anselmo
        2535 Bantry Lane
        So. San Francisco, Ca 94080

Bankruptcy Case No.: 09-31024

Chapter 11 Petition Date: April 22, 2009

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin St. #301
                  Oakland, CA 94612
                  (510) 839-5333
                  Email: mcl551@aol.com

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

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

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

The petition was signed by Mr. Anselmo.


ASARCO LLC: Treasury Preparing for Bankruptcy Filing
----------------------------------------------------
Judge Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas approved on April 22, 2009, the
proposed form of the Renewed Purchase and Sale Agreement between
ASARCO LLC and certain of its subsidiaries, and Sterlite (USA),
Inc., including the agreement provisions on a conditional release
of Sterlite and bid protections for Sterlite.

Judge Schmidt declined to rule on the Sterlite Settlement at the
hearing on April 14, saying he needed more time to consider the
matter.

The Court opined that ASARCO fully marketed the sale of its
Assets such that further marketing is unlikely to identify new
qualified bidders, absent a dramatic increase in copper prices.
The Court also held that ASARCO's Board of Directors fulfilled its
fiduciary obligations in negotiating for the New Sterlite PSA and
acted in the best interests of the Debtors and their creditors.

The New Sterlite PSA, which will be ultimately implemented under
an amended plan of reorganization, contemplates the sale of the
ASARCO LLC operating assets to Sterlite for $1.7 billion.  The
Sterlite sale will be approved through the confirmation of that
plan.

The Sterlite Bid Protections refer to a $26 million break-up fee
and an expense reimbursement of up to $10 million payable to
Sterlite if ASARCO closes a superior acquisition proposal other
than that of Sterlite's bid.

The Sterlite Conditional Release refers to ASARCO agreeing to a
release of the Debtors' claims for breach of the original
Sterlite PSA only upon the occurrence of certain limited
conditions.  The Sterlite Breach of Contract Claims will be
released only if, among others, (i) the sale transaction under
the New Sterlite PSA is fully consummated, (ii) the Debtors fail
to get confirmation of the Sterlite Plan by September 30, 2009,
(iii) the Sterlite Plan is rejected by asbestos or governmental
environmental creditors, or (iv) ASARCO's breach of any
representation, warranty or covenant in relation to the New
Sterlite Deal.  Moreover, Sterlite will not released of its
liability under the Original Sterlite PSA if a plan of
reorganization filed by the Parent or by any other entity
permitted to file a plan in the Debtors' bankruptcy cases is
confirmed by the Court, Judge Schmidt held.

Judge Schmidt further ruled that ASARCO and its Board are
specifically prohibited from taking any action in support of an
Alternative Plan without prior approval of the Court.  If, on one
hand, the Board does not support an Alternative Plan, then
confirmation and consummation of that Alternative Plan will not
result in a release of Sterlite's liability, the Court held.  If,
on the other hand, the Board determines that the highest and best
option for the Debtors' estates is the consummation of an
Alternative Plan, the Board may abstain from supporting the
Alternative Plan in light of the contractual consequences
contained in the New Sterlite PSA.  "An abstention by the Debtor
will not be deemed to be support of such Alternative Plan and
will not be a Release Condition of Sterlite's liability under the
Original Sterlite PSA," Judge Schmidt held.

Nothing in the Sterlite Settlement Order impairs the contentions
of ASARCO or of Ron and Linda Deen regarding the ownership of a
tract of land in Pinal County, Arizona, or any right that either
ASARCO or the Deens have under applicable law, Judge Schmidt
clarified.

All objections to the approval of the Sterlite Settlement that
have not been withdrawn, waived, resolved or settled are
overruled.  However, Sterlite's rights to raise any objection
with respect to the characterization of the Original Sterlite PSA
or the New Sterlite PSA, or its conduct and rights in connection
with the Debtors' bankruptcy cases and the sale transaction are
fully reserved.

The Court directed ASARCO and Sterlite to file, no later than
May 2, 2009, amendments to the Debtors' Third Amended Plan of
Reorganization and Disclosure Statement describing the proposed
treatment of asbestos creditors in light of statements made on
the record of the hearing on April 13 and 14, 2009, and the
status conference on April 20, 2009.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Asbestos Panel and AMC Agree to Terms of Exit Plan
--------------------------------------------------------------
The Official Committee of Asbestos Claimants in ASARCO LLC's
bankruptcy cases filed with the U.S. Bankruptcy Court for the
Southern District of Texas a redacted agreement in principle it
entered into with Future Claims Representative Robert C. Pate,
Americas Mining Corporation and Asarco Incorporated with respect
to terms of a Chapter 11 Plan for ASARCO LLC.  The Asbestos
Committee also filed a supplemental brief in further support of
its objection to the Debtors' request for approval of the renewed
purchase and sale agreement with Sterlite (USA), Inc.

The Asbestos Committee, the FCR, and the Parent previously
informed the Court about the Agreement in Principle at an
April 13, 2009, hearing.  The Court, as well as several parties-
in-interest, asked to see the Agreement in Principle and the
Court cited that the terms of the Agreement in Principle could
have an effect on its ruling on the Debtors' settlement request.

Among the highlights of the Agreement in Principle are:

   (a) The Parent intend to promptly file a plan of
       reorganization and to deposit, on or before June 11, 2009,
       about $1.3 billion in cash or cash equivalents into an
       escrow account in the United States to backstop the
       Parent's obligations under the Agreement in Principle;

   (b) The Asbestos Committee and the FCR agree to oppose both
       the sale of ASARCO's assets to Sterlite and the Debtors'
       Third Amended Plan embodying the Sterlite sale.  The
       Asbestos Committee has agreed to recommend to asbestos
       creditors that they vote to reject confirmation of the
       Debtors' Third Amended Plan;

   (c) The Asbestos Committee and the FCR agree to support
       confirmation and consummation of the reorganization plan
       to be filed by the Parent, in accord with the terms
       proposed in the Agreement in Principle; and

   (d) The Asbestos Committee and the FCR maintain a fiduciary
       out of this agreement should a materially better proposal
       be made, as specified in the Agreement in Principle.

A full-text copy of the redacted Agreement in Principle can be
obtained for free at:

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

Under the Agreement in Principle, the Parent has agreed to at
least match the aggregate consideration of $1.3 billion that
Sterlite is currently offering to the Debtors' bankruptcy
estates, says Sander L. Esserman, Esq., at Stutzman, Bromberg,
Esserman & Plifka, in Dallas, Texas.  He points out that the
Parent has obligated itself to put the $1.3 billion in an escrow
account by June 11, 2009, in contrast to the Debtors' Plan, which
relies on the closing of a sale with Sterlite, who in turn has
already breached the original asset purchase agreement.

Mr. Esserman also tells the Court that the Parent, unlike
Sterlite, does not require a breakup fee or expense reimbursement
to fund and effectuate a proposed plan of reorganization for the
Debtors.  He adds that while the New Sterlite PSA unreasonably
demands that the Court pre-approve the complex set of release
conditions and other documentary tripwires in favor of Sterlite
by an artificial deadline of April 22, 2009, the Parent agrees
not to be entitled to any release until confirmation of its
reorganization plan.  Thus, the Asbestos Committee urges the
Court to refrain from approving the Debtors' Sterlite settlement
request because of the high risk that Sterlite will be released
from its substantial breach of contract liability, as well as the
untenable position into which the Debtors' board will be placed.

The Parent has also agreed to a tentative August 31, 2009 plan
effective date, which provides the parties ample time to address
any perceived objections to that plan.  The Parent says, unlike
Sterlite, it does not require the Court or the parties-in-
interest to rush through the confirmation process and the process
remains subject to the convenience and discretion of the Court in
all settings.

Against this backdrop, the Asbestos Committee has committed to
support the plan to be filed promptly by the Parent.

                         Email Exchanges

The Parent presented its e-mail exchanges with the Court
following the April 13 hearing regarding issues raised at that
hearing and the redacted Agreement in Principle.   A copy of the
Parent's E-mails is available for free at:

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

ASARCO LLC also presented to the Court its e-mail exchanges with
Judge Richard Schmidt and various parties-in-interest, including
key creditor constituents and stakeholders, regarding the Sterlite
deal.  A copy of the E-mails is available for free at:

   http://bankrupt.com/misc/ASARCO_EmailExchanges_042109.pdf

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: District Court Signs Stipulated Order on AMC Dispute
----------------------------------------------------------------
Judge Andrew S. Hanen of the U.S. District Court for the Southern
District of Texas has signed the final judgment drafted and
stipulated by ASARCO LLC, Southern Peru Copper Company, now known
as Southern Copper Corporation, and Americas Mining Corporation,
reflecting the findings of the District Court memorandum opinion
and order dated April 1, 2009.

The District Court awarded ASARCO $1,382,307,216 in money damages
and pre-judgment interest, recoverable by ASARCO from AMC in
relation to ASARCO's complaint on the fraudulent transfer of its
shares of SPCC stock.  The judgment amount represents:

     (i) the amount of dividends AMC has received by virtue of
         its possession of the SCC Shares from March 31, 2003,
         through April 15, 2009, or $1,967,548,106; plus

    (ii) the pre-judgment interest on those dividends, accruing
         from February 2, 2007, or when the dividends were paid
         if paid subsequent to that date, through April 15, 2009,
         at the rate of 10% per annum or $326,465,851; minus

   (iii) $911,706,741, representing the sum of the amount of
         consideration AMC ultimately paid for the SCC Shares, as
         determined by the Court, or $747,392,857, and
         pre-judgment interest on that amount, accruing from
         February 2, 2007, through April 15, 2009, at the rate of
         10% per annum, or $164,313,884.

The Promissory Note due October 31, 2009, dated as of March 31,
2003, in the original principal amount of $123,250,000, made by
AMC in favor of Southern Peru Holdings, LLC, is set aside and
avoided, the District Court held.  AMC is relieved of any duty to
pay the last payment on the $123.25 million Note as well as any
unpaid interest on that note, whether disputed or not.

The Promissory Note due May 31, 2010, dated as of March 31, 2003,
in the original principal amount of $100,000,000 made by AMC in
favor of SPH is preserved in its entirety, Judge Hanen opined.
He directs ASARCO, SPH and AMC will comply with their contractual
obligations on the $100 million Note, including making all future
payments of principal and accrued interest.

A full-text copy of the signed Final Judgment is available for
free at http://bankrupt.com/misc/ASARCO_FinalJudgment_04152009.pdf

According to Reuters, a spokesman for Grupo Mexico S.A.B. de C.V.
said it plans to appeal Judge Hanen's final ruling.

          Stipulated Orders on SCC Share Restrictions

The District Court signed the stipulated orders among ASARCO,
SPCC and AMC (i) restricting transfer and voting of shares of SCC
by AMC, and (ii) governing the parties' post-judgment briefing.

The Parties stipulate that ASARCO, its officers, employees and
attorneys and those persons in active concert or participation
with them and who receive actual notice of the Agreed Order will
not take any action to execute on or enforce the Final Judgment
in ASARCO's Adversary Complaint against AMC from April 15, 2009
or the Final Judgment date through June 5, 2009.

Under the Scheduling Order, AMC must serve and file these
requests by April 29, 2009, if any:

  -- Any motion to amend or add findings under Rule 52(b) of the
     Federal Rules of Civil Procedure;

  -- Any motion for new trial under Rule 59 of the Federal Rules
     of Civil Procedure;

  -- Any motion to alter or amend judgment under Civil Rule 59;
     and

  -- Any motion for stay of proceedings to enforce judgment
     under Rule 62 of the Federal Rules of Civil Procedure.

Plaintiffs must serve and file any response to any motion under
Civil Rules 52(b), 59 and 62 by May 18, 2009, with AMC given
until May 22 to reply back.  Oral arguments on any of those
motions will be heard on May 27.

Pursuant to the Transfer Restriction Order, AMC filed with the
Court a declaration by Xavier Garcia de Quevedo Topete, president
and chief executive officer of AMC, and chief operating officer
and director of SCC.  Among other things, Mr. Topete stated that
prior to Feb. 8, 2007, AMC had not transferred, sold, exchanged,
disposed of, pledged, or otherwise encumbered any of the SCC
stock that is traceable to the 43,348,949 shares of Class A
common stock of SCC owned by ASARCO LLC and Southern Peru
Holdings Corporation as of March 30, 2003.

A full-text copy of Mr. Topete's declaration can be obtained for
free at:

  http://bankrupt.com/misc/ASARCO_Topete_Declaration_041409.pdf

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Seeks Sept. 30 Extension of Plan Filing Period
----------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas to further extend the exclusive period by which
the Debtors may solicit acceptances of their Third Amended Plan of
Reorganization through September 30, 2009.

Judge Richard Schmidt extended the Debtors' exclusive periods to
file a Chapter 11 plan of reorganization, through March 17, 2009,
and exclusive periods to obtain acceptances for that plan through
May 18, 2009.  The Court also clarified that the Exclusive Periods
will continue to be modified solely to allow Asarco Inc. and
Americas Mining Corporation to file a competing plan and solicit
acceptances of that plan.

Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas,
notes that:

   -- after months of negotiations, ASARCO, certain of its non-
      debtor affiliates and Sterlite USA Inc. executed a new
      purchase and sale agreement, which serves as the foundation
      for the Debtors' Amended Plan of Reorganization;

   -- the Debtors have filed a request for approval of the
      adequacy of the Disclosure Statement in support of their
      Amended Plan; and

   -- the Disclosure Statement Hearing is set for April 28, 2009.

Mr. Kinzie points out that if the Court approves the Disclosure
Statement, the earliest date that solicitation can commence is in
early May and thus, solicitation cannot be completed by May 18.

An extension of the Exclusivity Periods is warranted because
confirmation is likely to be contentious and potentially time
consuming, Mr. Kinzie argues.  He reminds the Court that the
Official Committee of Asbestos Claimants, the Future Claims
Representative, Americas Mining Corporation and ASARCO
Incorporated have noted their execution of an Agreement in
Principle regarding the terms of a Chapter 11 Plan for ASARCO LLC
and its subsidiaries, under which they have agreed to oppose the
Sterlite Settlement and the Debtors' Plan.  As the Asbestos
Committee and FCR no longer intend to support the Debtors' Plan,
Mr. Kinzie asserts that the Debtors will need to further amend
their Plan.

The Debtors maintain that they do not seek an extension of the do
not file their extension request to delay the reorganization
process.  In fact, the Debtors note that they have achieved a
significant victory on April 1, 2009, when Judge Andrew S. Hanen
of the U.S. District Court for the Southern District of Texas
awarded to ASARCO LLC a return of the Southern Copper Corporation
shares and money damages and prejudgment interest of
$1,382,307,216.

Throughout the reorganization process, the Debtors have continued
to push towards confirmation, Mr. Kinzie avers.  He points out
that ASARCO's failure to meet certain benchmarks in the New
Sterlite PSA would trigger a termination right in favor of
Sterlite and therefore, the Debtors have an incentive to minimize
delay and move forward with confirmation as expeditiously and
efficiently as possible.

The Debtors clarify that they do not seek to reimpose exclusivity
as to the Parent with respect to the solicitation period extension
request.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ASARCO LLC: Parent, Panel Express Dislike on Disclosure Statement
-----------------------------------------------------------------
ASARCO Incorporated and Americas Mining Corporation assert that
the Disclosure Statement accompanying ASARCO LLC and its
affiliates' Third Amended Plan of Reorganization filed with the
U.S. Bankruptcy Court for the Southern District of Texas cannot be
approved because it (i) fails to provide adequate information with
respect to matters that are central to the determinations the
parties-in-interest will have to make with respect to voting on
the Plan, and (ii) pertains to a patently unconfirmable Plan.

"Unless the Disclosure Statement is modified to address [certain]
factual issues . . . parties-in-interest that will be solicited
to vote on the Plan will not be able to make an informed voting
decision," Robert Jay Moore, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in Los Angeles, California, asserts.  "However, even
if these glaring omissions are corrected, the Disclosure
Statement still should not be approved because the matters that
make the Debtors' Plan unconfirmable as a matter of law cannot be
corrected," he insists.

Mr. Moore reminds the Court that the Official Committee of
Asbestos Claimants and the Future Claims Representative entered
into a written agreement with the Parent, pursuant to which the
Asbestos Representatives agreed to (i) oppose the confirmation of
the Debtors' Plan, (ii) oppose the granting of a Section 524(g)
injunction, (iii) recommend to claimants in the class composed
exclusively of creditors holding asbestos claims that they vote
to reject confirmation of the Debtors' Plan, and (iv) support
confirmation and consummation of an alternative plan to be filed
by the Parent.  He notes that confirmation of the Debtors' Plan
is expressly conditioned upon the delivery of a Section 524(g)
injunction.

"[The recently announced position of the Asbestos Representatives
on opposing the Debtors' Plan] calls into question why the
Debtors are even proceeding with a request to approve the
Disclosure Statement or continue with a costly and expensive
process that ultimately is doomed to failure," Mr. Moore says.
"The Disclosure Statement is materially misleading as written
because it does not address this material development that
renders the Debtors' Plan unconfirmable on its face, nor does it
clearly set forth the risks attendant to the Debtors' Plan and
the potential benefits of the alternative Parent's Plan," he
continues.

Mr. Moore further asserts that the Debtors' Plan is unconfirmable
as a matter of law because it:

   (a) has been rejected by the Asbestos Representatives and
       cannot be crammed down on their constituents;

   (b) violates the absolute priority rule by placing no cap on
       distributions on account of Claims in Classes 3 and 4;

   (c) provides for a "voluntary consolidation" of ASARCO and the
       Subsidiary Debtors that is not allowed by applicable law;
       and

   (d) contains inappropriate and convoluted release and
       exculpation provisions.

                 Creditors Panel Seeks Amendments

The Official Committee of Unsecured Creditors of ASARCO LLC
asserts that the Disclosure Statement should be amended to provide
sufficient information to address these issues:

   (a) The Disclosure Statement must be revised to include a
       discussion of the entry of the judgment recently made by
       U.S. District Judge Andrew Hanen with respect to the
       dispute on the transfer of the Southern Peru Copper
       Company stock.

   (b) The Disclosure Statement must be revised to include a
       discussion of the Bankruptcy Court's ruling on ASARCO
       LLC's request to approve the sale of its operating assets
       to Sterlite (USA), Inc., for $1.1 billion in cash, a
       secured $600 million note, and Sterlite's assumption of
       certain liabilities through a renewed purchase and sale
       agreement.

   (c) The current estimated recovery scenarios should be updated
       to reflect the asset and claim values used to develop the
       recovery scenarios and the mechanics to provide those
       recoveries.

   (d) The Disclosure Statement must adequately describe:

       * the legal organization of Reorganized ASARCO, including
         the type of business organization and its related
         ownership structure;

       * the assets to be vested in Reorganized ASARCO;

       * the ongoing role of Reorganized ASARCO after the Plan's
         effective date to administer those assets;

       * the tax consequences, if any, of the administration of
         assets maintained by Reorganized ASARCO;

       * how the claims of parties-in-interest treated under the
         Plan will remain obligations of Reorganized ASARCO or
         will be excepted from any discharge or injunction in
         order to be satisfied;

       * what information, if any, will be made available by
         Reorganized ASARCO and how the information will be
         transmitted to holders of claims;

       * how parties-in-interest may transfer their rights to
         payment from Reorganized ASARCO, including the mechanism
         and evidence of any transfer; and

       * the winding up or dissolution of Reorganized ASARCO upon
         payment of claims and full administration of the assets.

In light of the Official Committee of Asbestos Claimants and the
Future Claims Representative's opposition to the Debtors' Plan
and agreement to support a Parent-sponsored plan, the Creditors
Committee insists that the Disclosure Statement must (i) describe
the alternatives to confirmation of a Plan other than through
issuance of a channeling injunction pursuant to Section 524(g) of
the Bankruptcy Code, (ii) note the current scheduled estimation
of the derivative asbestos claims, and (iii) eliminate or revise
the current discussion of the potential substantive consolidation
of the Asbestos Subsidiary Debtors into ASARCO.

                Asbestos Committee, FCR Object Too

The Official Committee of Asbestos Claimants and Future Claims
Representative Robert C. Pate informs the Court that they entered
into an agreement in principle with ASARCO Incorporated and
Americas Mining Corporation that provides for a clear and
unequivocal recovery for asbestos creditors.

In contrast, the Debtors' proposed "treatment" of asbestos claims
is indeterminate and indeterminable from any fair reading of the
Disclosure Statement in support of the Debtors' Third Amended
Joint Plan, Sander L. Esserman, Esq., at Stutzman, Bromberg,
Esserman & Plifka, in Dallas, Texas, argues on behalf of the
Asbestos Committee and the FCR.

The Disclosure Statement essentially says "we don't know what the
treatment of asbestos claims will be," Mr. Esserman points out.
"This lack of meaningful disclosure prevents any attempt to
solicit votes from any and all creditors without a proposed
aggregate asbestos settlement amount, an actual fixing of
asbestos liability or at least a reasonably close estimation of
the likely recovery by asbestos claimants, current and future,"
he contends.

Mr. Esserman insists that the inability of creditors to make an
informed decision about the Plan based on inadequate disclosures
is one of many reasons why the Disclosure Statement cannot be
approved at this time.  He adds that the Disclosure Statement
reveals an unconfirmable Plan and lacks adequate information and
therefore, cannot be approved.

           Bondholders, Indenture Trustee Want More Info

A group of ASARCO LLC's majority bondholders that include
Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital
Partners Special Situations Fund, L.P. and Citigroup Global
Markets, Inc., contend that the Disclosure Statement explaining
the Third Amended Plan does not contain adequate information as
required by Section 1125 of the Bankruptcy Code and therefore,
should be denied.

The Bondholders collectively hold more than two thirds of the
bonds and debentures issued by ASARCO LLC.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, argues that the Disclosure Statement solicits votes
based on cash distributions of "60 to 75%," but does not disclose
that distributions could fall to 42%.  He adds that the Debtors
fail to disclose effect of paying bond claims in full and the
risks of not paying the notes in full.

Mr. Mayer also contends that the Disclosure Statement contains
inadequate information about:

   -- distribution of interests in the Reorganized ASARCO or the
      "Plan Sponsor Promissory Note" to be issued by Sterlite
      (USA), Inc., in the face amount of $600 million;

   -- transferability of interests in the Note or Reorganized
      ASARCO; and

   -- the tax consequences of receiving interests in the Note or
      Reorganized ASARCO.

Wells Fargo Bank, National Association, Wilmington Trust Company
and Deutsche Bank Trust Company Americas, which collectively serve
as indenture trustees under seven indentures, pursuant to which
the Debtors issued or are obligated on about $440 million in
funded bond debt, relates that they represent the interests of all
holders of the bonds issued pursuant to the Indentures, and not
any particular holder or group of holders.

The Indenture Trustees contend that the Disclosure Statement in
support of the Debtors' Third Amended Plan of Reorganization
fails to adequately disclose the recipients of the litigation
trust interests under the Plan and the Debtors' actual
obligations under the Indentures to pay the reasonable fees and
expenses of the Indenture Trustees under the Plan.

Peter A. Ivanick, Esq., at Dewey & Leboeuf LLP, in New York,
relates that Section 3.9(p) of the Disclosure Statement describes
the payment of the Indenture Trustees' fees and expenses under
the Plan.  He notes that the intent of the provision and Section
15.14 of the Plan appear to describe and to implement a procedure
for payment of the fees and expenses of the Indenture Trustees.
However, in doing so, the provisions make reference to the
substantial contribution provisions of Section 503(b)(5) of the
Bankruptcy Code.

Given that the Disclosure Statement and the Plan contemplate
payment of the Indenture Trustee Fees in cash on the Plan
Effective Date, the reference to Section 503(b)(5) is at best
confusing and it is unclear why that reference was included, Mr.
Moore asserts.  He adds that the provisions, as currently
drafted, appear to provide for payment of the Indenture Trustee
fees and expenses only to the extent allowed bondholders' claims
constitute valid Section 503(b)(5) expenses of administration,
which presumably are not the intent of those provisions.  While
likely a drafting error, Section 3.9(p) of the Disclosure
Statement and Section 15.14 of the Plan should be clarified, he
emphasizes.

To the extent that the Debtors do not provide additional
disclosure on this issue or otherwise remedy the confusion
created by certain provisions of the Disclosure Statement and the
Plan, the Indenture Trustees object to the approval of the
Disclosure Statement.

Century Indemnity Company, as successor to CCI Insurance Company,
as successor to Insurance Company of North America and as
successor to CIGNA Specialty Insurance Company, formerly
California Union Insurance Company, complains that the Disclosure
Statement supporting the Debtors' Third Amended Plan of
Reorganization lacks adequate information as required by Section
1125 of the Bankruptcy Code.

M. Forest Nelson, Esq., at Burt Barr & Associates, L.L.P., in
Dallas, Texas, relates that certain Subsidiary Debtors commenced
an adversary proceeding against Century Indemnity and other
insurers in April 2007, seeking to set aside certain settlements
with other insurers as fraudulent transfers and fraudulent
conveyances.  In August 2007, ASARCO LLC commenced against
Century Indemnity an adversary proceeding, which remains under
seal.

Century believes that through the Adversary Proceedings, ASARCO
and certain Subsidiary Debtors seek to (i) set aside certain
releases granted to Century in connection with a certain
confidential settlement agreement with ASARCO, pursuant to which
ASARCO and certain Subsidiary Debtors released Century from some
of Century's obligations to provide coverage under Century-issued
policies, and (ii) reinstate certain coverage obligations that
Century may have had under the Policies.

Mr. Nelson contends that the Disclosure Statement contains
inadequate information concerning the Adversary Proceedings and
avoidance actions against other insurers.  He argues that the
Disclosure Statement ought to be supplemented to include
additional information concerning the impact of that certain
avoidance action commenced by the Debtors against Americas Mining
Corporation.

The Disclosure Statement also fails to indicate whether the
Debtors have considered the impact of the AMC avoidance action on
other pending preference and fraudulent transfer actions,
including the Adversary Proceedings, Mr. Nelson asserts.  Without
that information, the Disclosure Statement creates a misleading
impression that the Debtors may be entitled to multiple
recoveries that in fact may be mutually exclusive, he says.

The Disclosure Statement further fails to explain the basis for
paying holders of general unsecured claims a projected recovery
of 60% to 75%, when there may be more than enough funds to pay
the claims in full, Mr. Nelson argues.  The Disclosure Statement
also contains inadequate information concerning the litigation
trust, among other things, he adds.

                        About ASARCO LLC

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

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

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

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

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

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

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

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

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

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


ATLANTIC EXPRESS: S&P Withdraws 'CC' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CC' corporate
credit and other ratings on Atlantic Express Transportation Corp.
S&P is withdrawing the ratings because S&P expects to no longer
have adequate information to conduct ratings surveillance.

On April 15, 2009, Atlantic Express entered into a first
supplemental indenture allowing the company not to provide certain
reports and other information to the Trustee or the Securities
Exchange Commission, as was required under the terms of the
original indenture.  Effective that date, the SEC suspended
Atlantic Express' public reporting obligations, including Forms
10-K, 10-Q, and 8-K.

S&P lowered all ratings on Atlantic Express to 'CC' on April 15,
2009, reflecting S&P's concerns over the company's tightly
constrained liquidity position, its ability to make the
$11 million interest payment due April 15, 2009, and its ability
to maintain minimum required availability to avoid testing the
springing financial covenants under the company's senior credit
facility.


ATRIUM COMPANIES: Moody's Cuts Ratings on 2 Sr. Sub. Notes to C
---------------------------------------------------------------
Moody's Investors Service downgraded ACIH's (Atrium's) debt
ratings to reflect anticipated additional weakness in the
company's financial performance during 2009, questions regarding
its ability to meet its minimum EBITDA covenant, and low
anticipated recovery in the event of default.  The ratings outlook
was revised to negative.

These ratings/assessments for Atrium Companies, Inc. have been
downgraded:

  -- $186 million sr. subordinated notes due 2012 downgraded to C
     (LGD5, 88%) from Caa3, (LGD5, 88%);

  -- $42.3 million sr. subordinated notes due 2012 downgraded to C
      (LGD5-73%) from Caa3, (LGD5, 73%);

  -- $334.5 million gtd. senior secured term loan B, due 2012,
     downgraded to Caa3 (LGD3, 31%) from B3 (LGD3, 31%);

  -- $45.5 million senior secured revolving credit facility, due
     2011, downgraded to Caa3 (LGD3, 31%) from B3 (LGD3, 31%).

The rating outlook is negative.

These ACIH ratings/assessments have been affirmed or changed:
(ACIH is an intermediate holding company that is structurally
below Atrium Corporation, the ultimate parent company, but resides
above Atrium Companies, Inc., the primary operating company)

  -- Corporate Family Rating, downgraded to Ca from Caa2;

  -- $174 million ($4.6m outstanding) senior discount notes due
     2012, Downgraded to C (LGD5,88%) from Caa3 (LGD5 88%);

  -- Probability of Default Rating, downgraded to Ca from Caa2.

  -- Speculative Grade Liquidity Rating, downgraded to SGL-4 from
     SGL-3.

The rating outlook is negative.

The rating downgrade reflects the ongoing contraction in the new
home construction market and ongoing weakness in the window
replacement market.  The new home construction and the repair and
remodeling markets are expected to continue to contract in 2009.
So long as home equity values continue to decline and the economy
remains weak, homeowners are likely to remain cautious on big
ticket purchases for their homes.  The downgrade also reflects the
company's anticipated financial performance including the
anticipation for continued contraction in sales, EBITDA, operating
income, and overall liquidity.

The company's speculative grade liquidity rating was downgraded to
SGL-4 from SGL-3.  The downgrade reflects the belief that the
company's ability to meet its minimum EBITDA covenant is likely to
tighten in 2009 as the market's contraction continues to pressure
sales and EBITDA shrinks.  Moody's notes that the company has
aggressively tackled its cost structure but nevertheless remains
under pressure to do more as the rate of market contraction
continues to negatively surprise market participants.

The last rating action was November 12, 2008, when Moody's
assigned a Caa3 rating to Atrium's new senior subordinated notes
due 2012.  Moody's affirmed the company's Caa2 CFR, changed its
PDR from Caa2/LD to Caa2, and revised its outlook to stable.

Headquartered in Dallas, Texas, Atrium Companies, Inc., is one of
the largest window manufacturers in North America.  Revenues for
the trailing twelve months ended September 30, 2008 $665 million.


B. MICHAEL PISANI: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: B. Michael Pisani
        44 Lake Road
        Short Hills, NJ 07078

Bankruptcy Case No.: 09-20031

Chapter 11 Petition Date: April 22, 2009

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

Debtor's Counsel: Jeffrey A. Cooper, Esq.
                  Carella, Bryne, Bain, Gilfillan, Cecchi
                  5 Becker Farm Road
                  Roseland, NJ 07068-1735
                  (973) 994-1700
                  Email: JCooper@carellabyrne.com

                  Marc D. Miceli, Esq.
                  Carella, Byrne, et al.
                  5 Becker Farm Rd.
                  Roseland, NJ 07066
                  (973) 994-1700
                  Email: mmiceli@carellabyrne.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
when they filed their petition.

The petition was signed by Mr. Pisani.


BANKATLANTIC BANCORP: Trust Preferred Interest Deferral Continues
-----------------------------------------------------------------
BankAtlantic Bancorp, Inc. (NYSE: BBX) posted a $42.4 million net
loss for the quarter ended March 31, 2009.

BankAtlantic Bancorp, Inc., has elected to defer regularly
scheduled interest payments on $294.2 million of outstanding
junior subordinated debentures relating to its outstanding trust
preferred securities.  The terms of the securities and the
underlying trust documents allow BankAtlantic to defer payments of
interest for up to 20 consecutive quarterly periods without
default or penalty.  During the deferral period, the respective
trusts will likewise suspend the declaration and payment of
dividends on the trust preferred securities.

BankAtlantic Bancorp's Chairman and Chief Executive Officer, Alan
B. Levan, commented, "We are working diligently in this extremely
difficult economic environment to manage our business with a
strategy focused on three fundamental principles: managing credit,
improving core operating earnings, and maintaining appropriate
capital levels.

"The first component of our strategy is managing credit losses.
The credit quality of our loans has been adversely impacted by the
unprecedented systemic declines in the national economy and in
particular the Florida real estate market.  While we are
disappointed with continuing losses and charge-offs, economic
conditions are largely out of our control and there is no magic
fix.  We are working conscientiously to mitigate short term risks
but significant improvement will likely be possible only as the
overall economy and real estate markets recover.

"The second component is improvement of core earnings, a component
largely within our control.  We are pleased with the improvement
in core operating earnings (defined as pretax earnings before
provision for loan losses, tax certificate provisions, debt
redemption costs and impairment, restructuring and exit
activities).  BankAtlantic's pre-tax core operating earnings
increased 69.6% to $16.2 million for the first quarter of 2009
compared to the fourth quarter of 2008 and improved 10.0% compared
to the first quarter of 2008.  Further, our expense reduction
initiatives have continued to yield positive returns.  Core
expenses (defined as total non-interest expense excluding
provision for tax certificates, impairment, restructuring and exit
activities and costs associated with debt redemption) declined in
the first quarter of 2009 to $58.4 million, or a 15.1% improvement
over core expenses of $68.8 million for the first quarter of 2008
and $66.1 million for the fourth quarter of 2008.

"The third component of our strategy is maintaining appropriate
capital levels. BankAtlantic's regulatory capital ratios increased
from the fourth quarter of 2008. At March 31, 2009, Core, Tier I
and Total Capital ratios were 6.97%, 10.01% and 11.86%,
respectively -- all well in excess of the regulatory defined well-
capitalized thresholds of 5.0%, 6.0% and 10.0%, and essentially
unchanged during 2008.  Additionally, BankAtlantic's ratio of
tangible common equity to tangible assets was 7.1% at March 31,
2009, up from 6.8% at December 31, 2008.

"BankAtlantic's lending practices have never included subprime,
option-arm or negative amortization products, and its investment
portfolio does not include credit default swaps, collateralized
debt obligations, structured investment vehicles, Auction Rate
Securities, or Fannie Mae or Freddie Mac equity.  The goal of our
strategy is to provide stability at the Bank through the short-
term and position the Company for sustainable profitability in the
long term.  Ultimately, while the overall economic landscape
continues to change, BankAtlantic remains ready to serve Florida's
residents and businesses as it has for over a half century," Mr.
Levan concluded.

                       Trust Preferred Shares

"In light of the current challenging economic environment, the
Company has elected to exercise its right to defer payments of
interest on its trust preferred junior subordinated debt," said
Alan B. Levan, Chairman and Chief Executive Officer of the
Company.  "This deferral election, an option that was an important
factor in our initial decision to issue these Securities, will
allow the Company to preserve liquidity in this environment.  Of
course, we can end the deferral at any time at our election,"
concluded Mr. Levan.

BankAtlantic had $294,195,000 of junior subordinated debentures
and corresponding trust preferred shares outstanding at Dec. 31,
2007:

                     Issue                                   Maturity
           Issuer    Date       Amount       Interest Rate   Date
           ------    -----      ------       -------------   --------
BBX Capital Trust
        Trust I(A)  06/26/2007  $25,774,000  LIBOR + 1.45%  09/15/2037

BBX Capital Trust
         Trust II(A) 09/20/2007    5,155,000  LIBOR + 1.50%  12/15/2037

BBC Capital Trust
         II          03/05/2002   57,088,000  8.50%          03/31/2032

BBC Capital Trust
         III         06/26/2002   25,774,000  LIBOR + 3.45%  06/26/2032

BBC Capital Trust
         IV          09/26/2002   25,774,000  LIBOR + 3.40%  09/26/2032

BBC Capital Trust
         V           09/27/2002   10,310,000  LIBOR + 3.40%  09/30/2032

BBC Capital Trust
         VI          12/10/2002   15,450,000  LIBOR + 3.35%  12/10/2032

BBC Capital Trust
         VII         12/19/2002   25,774,000  LIBOR + 3.25%  12/19/2032

BBC Capital Trust
         VIII        12/19/2002   15,464,000  LIBOR + 3.35%  01/07/2033

BBC Capital Trust
         IX          12/19/2002   10,310,000  LIBOR + 3.35%  01/07/2033

BBC Capital Trust
         X           03/26/2003   51,548,000  6.40% [*]      03/26/2033

BBC Capital Trust
         XI          04/10/2003   10,310,000  6.45% [*]      04/24/2033

BBC Capital Trust
         XII         03/27/2003   15,464,000  6.65% [*]      04/07/2033
                                ------------
                                $294,195,000
                                ============

        [*] The interest rate adjusts to floating three-month LIBOR
            plus 3.25% rate five years from the issue date.

The deferral election will begin with respect to regularly
scheduled quarterly interest payments that would otherwise have
been made in March and April of this year.  The Company will send
appropriate notices to the trustees under each of the respective
indentures.  The Company has the ability under the Securities to
continue to defer interest payments through ongoing, appropriate
notices to each of the trustees.  During the deferral period, the
Company will not pay dividends on or repurchase its common stock.

On Nov. 13, 2008, BankAtlantic Bancorp and BankAtlantic filed an
application to participate in the U.S. Treasury's Capital Purchase
Plan.  In the application to participate in the CPP BankAtlantic
Bancorp and BankAtlantic seek the maximum level of 3% of
BankAtlantic's total risk-weighted assets, or approximately
$124 million.  To date, the Treasury Department has not acted on
the application.  "While the decision to defer interest payments
on the Securities may adversely impact our application, given the
uncertainty of continued funding under the Capital Purchase Plan,
the Company determined that the prudent course of action at this
time, in light of current economic conditions, would be to defer
the payment of interest on the Securities pursuant to their
terms," BankAtlantic said in a statement.

Valerie C. Toalson, BankAtlantic's Executive Vice President and
Chief Financial Officer, advises that in the event BankAtlantic
receives approval to participate in the CPP and chooses to do so,
it expects to end the deferral period using existing funds to pay
all accrued amounts on the Trust Preferred Securities.

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.


BANK OF AMERICA: Treasury Pressured Executives on Merill Merger
---------------------------------------------------------------
New York Attorney General Andrew Cuomo said that then U.S.
Treasury Secretary Henry Paulson had threatened to remove Bank of
America Corp. CEO Kenneth Lewis and the bank's board if the bank
didn't push through with the Merrill Lynch & Co. merger, Chad Bray
at Dow Jones Newswires reports.

Mr. Cuomo, according to Dow Jones, said in a letter to members of
Congress on Thursday that Mr. Paulson made the threat to Mr. Lewis
on December 21, 2008.  Citing Mr. Cuomo, Dow Jones relates that
Mr. Lewis had informed Mr. Paulson on December 17, 2008, that BofA
was planning to invoke a material adverse event clause in the
merger agreement that would let it call off the deal.  Mr. Cuomo
said that Mr. Lewis had learned that Merrill Lynch's financial
condition "had seriously deteriorated at an alarming rate" since
December 8, 2008, Dow Jones states.

Mr. Paulson told the attorney general's office that Federal
Reserve Chairperson Ben Bernanke asked him to make the threat to
remove BofA's management and board, Dow Jones relates.  The
"threat to remove" was meant to convey a message to Mr. Lewis from
the Federal Reserve, Dow Jones says, citing people familiar with
the matter.

Dow Jones quoted Mr. Cuomo as saying, "Lewis admits that Secretary
Paulson's threat changed his mind about invoking the MAC clause
and terminating the deal."  Messrs. Lewis and Paulson then
discussed the possibility of BofA receiving additional government
assistance, Dow Jones says.

According to Dow Jones, Mr. Cuomo said, "Despite the fact that
Bank of America had determined that Merrill Lynch's financial
condition was so grave that it justified termination of the deal
pursuant to the MAC clause, Bank of America did not publicly
disclose Merrill Lynch's devastating losses or the impact it would
have on the merger."  According to Dow Jones, Mr. Lewis said that
the disclosure wasn't up to him and that he was instructed by
Messrs. Paulson and Bernanke not to disclose the information.  The
report quoted Mr. Cuomo as saying, "Prior to the closing of the
deal, Lewis had requested that the government provide a written
agreement to provide additional TARP funding before the close of
the Merrill Lynch/Bank of America merger.  Secretary Paulson
advised Lewis that a written agreement could not be provided
without disclosure."

BofA, according to the December 30 board minutes, was trying to
time its disclosure of Merrill Lynch's losses to coincide with the
announcement of its earnings in January and the receipt of
additional TARP funds, Dow Jones reports, citing Mr. Cuomo.

Liz Rappaport and Dan Fitzpatrick at The Wall Street Journal
relate that Mr. Cuomo urged federal regulators to scrutinize the
pressure applied by Messrs. Paulson and Bernanke to Mr. Lewis.

                          Bank of America

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

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

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

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


BARRINGTON BROADCASTING: S&P Raises Corporate Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Barrington Broadcasting LLC to 'CCC+' from 'SD'.  The
rating outlook is stable.

Also, S&P raised its issue-level rating on the company's senior
subordinated notes to 'CCC-' from 'D'.

The ratings upgrade reflects S&P's reassessment of Barrington's
creditworthiness following the company's repurchases of roughly
one-half of its senior subordinated notes outstanding.  S&P
considered the transaction a distressed repurchase and tantamount
to a default.  S&P lowered its corporate credit rating on
Barrington to 'SD' on April 21 to reflect S&P's view of the
repurchases.

"The transaction improved the company's capital structure,
reducing debt by roughly $67.8 million, or 22%, and interest
expense by roughly 29%," noted Standard & Poor's credit analyst
Jeanne Mathewson.  "Barrington reduced pro forma leverage by
roughly two turns; however, S&P expects the company's leverage to
increase to the high-single-digit area by the end of 2009 due to
likely continued weak advertising demand and EBITDA declines.
Based on S&P's outlook for 2009, S&P believes that Barrington may
need to amend financial covenants at the end of the year to avoid
a violation of its leverage covenant if declines in advertising
revenue do not meaningfully moderate."

The 'CCC+' rating reflects:

  -- The U.S. TV station group's heavy debt burden compared with
     its narrow cash flow base;

  -- Intensifying competition for audiences and advertisers from
     traditional and nontraditional media;

  -- TV advertising's vulnerability to economic downturns and
     election cycles; and

  -- Competition from other major network-affiliated stations that
     have parent companies with greater financial resources.

Modest positives are the competitive positions of Barrington's
major network-affiliated TV stations, along with the good margin
and cash flow potential of broadcasting.

Barrington's 21 TV stations operate in 15 small-to-midsize markets
in the U.S. Although the company's portfolio benefits from its
spread across 15 local markets and five TV networks, S&P is
concerned about the effects of the national recession (which has
been particularly severe in the company's Midwest TV markets) and
the further softening of auto ad spending.

In the quarter ended Dec. 31, 2008, Barrington's revenue and
EBITDA were up 10% and 21%, respectively, largely due to an
increase in political advertising -- partially offset by a decline
in local and national advertising.  As a result, lease-adjusted
leverage declined to 8.4x for the 12 months ended Dec. 31, 2008,
from 9.0x a year earlier.  EBITDA coverage of interest was 1.4x
for the 12 months ended Sept. 30, 2008.  EBITDA coverage of
interest and discretionary cash flow should benefit from lower
interest expense in 2009 as a result of reduced debt following the
company's repurchases.  However, S&P believes that any benefit to
discretionary cash flow could be curtailed by continued declines
in advertising revenue.


BARZEL FINCO: Moody's Downgrades Corporate Family Rating to 'Ca'
----------------------------------------------------------------
Moody's Investors Service downgraded Barzel Finco Inc's ratings,
including the corporate family rating and probability of default
ratings which were lowered to Ca from Caa1.  The ratings outlook
remains negative.  The SGL-4 speculative grade liquidity rating
was affirmed.

The downgrades reflect Moody's concerns about the sustainability
of the company's current capital structure in light of the
dramatic deterioration in Barzel's business performance and
limited liquidity.  The company has been confronted with a sharp
decline in prices and a significant erosion in demand for its
processed metal products as evidenced by the over 60% quarter-
over-quarter decline in tons sold and revenue.  Notwithstanding
the company's cost saving programs and the deceleration in the
decline of steel prices, Moody's expects Barzel to continue to
generate meaningful operating losses.

Given the highly levered capital structure and the likelihood of a
protracted downturn, Moody's believes that Barzel may need to
restructure its operations and capital structure over the near-
term.  In its 2009 first quarter filing, the company expressed
uncertainty as to its ability to continue operating as a going
concern.

The negative outlook reflects the impact of ongoing pressures in
the steel industry and Moody's expectations that a restructuring
may be likely over the near-term particularly due to limited
liquidity amidst the immanency of an $18.1 million interest
payment due on May 15, 2009.  Barzel indicated in its first
quarter financials that it is currently engaged with noteholders
to discuss restructuring payment obligations and other capital
structure alternatives.

The SGL-4 speculative grade liquidity rating continues to
designate Moody's expectation for weak liquidity over the next
twelve months.  In Moody's opinion, significant cash consumption
could increase reliance on balance sheet cash ($27 million at
February 28, 2009) and the undrawn $175 million asset-based
revolving credit facility due 2012.  However, revolver
availability is constrained by a borrowing base calculation, which
totaled approximately $32 million at February 28, 2009.  Moreover,
Barzel would only have only been able to borrow $10.7 million
before the springing covenant would have taken effect with which
it would not have been in compliance.  The covenant requires an
EBITDA to fixed charge ratio in excess of 1.0x.

The actions include:

  -- Corporate Family Rating Lowered to Ca from Caa1

  -- Probability of Default Rating Lowered to Ca from Caa1

  -- Senior Secured Note Rating Lowered to Ca (LGD 4; 69%) from
     Caa2 (LGD 4; 61%)

  -- Speculative Grade Liquidity Rating affirmed at SGL-4

  -- Outlook Remains Negative

Moody's last rating action for Barzel Finco Inc's was on
December 15, 2008, when the corporate family rating was lowered to
Caa1 from B2.

Headquartered in Norwood, Massachusetts, Barzel Industries
(formerly known as Novamerican Steel Inc.) processes,
manufactures, and distributes carbon steel, stainless steel, and
aluminum products primarily in the United States and Canada.  The
company operates five manufacturing facilities, five tubing mills,
and five distribution facilities.  Barzel Finco Inc is an
intermediate holding company where the asset based bank revolving
credit facility and notes reside.


BIOMARIN PHARMACEUTICAL: S&P Raises Corp. Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit rating on Novato, California-based BioMarin
Pharmaceutical Inc. to 'B' from 'B-'.  At the same time, S&P
revised the company's subordinated debt ratings to 'B-' and its
outlook to stable.

"The upgrade reflects BioMarin's improving financial performance,
based on strong sales growth of its three marketed products," said
Standard & Poor's credit analyst Brian Jones.

S&P's speculative-grade rating on BioMarin Pharmaceutical Inc.
reflects the company's expected cash outflows in the intermediate
term, primarily because of increasing research and development
expenditures and marketing costs, and a still narrow product
portfolio.  These factors partly are offset by BioMarin's
improving operating performance and adequate liquidity.

BioMarin specializes in the development and commercialization of
drugs that treat serious enzyme deficiency-related diseases.  The
company has three main products -- Aldurazyme, an enzyme
replacement therapy for the treatment of the genetic disease
mucopolysaccharidosis I; Naglazyme, a drug for the treatment of
MPS IV; and Kuvan, a small molecule treatment for
phenylketonuria, an inherited metabolic disease.  All three
products address niche disease markets, enjoy orphan drug status
(seven years of marketing exclusivity, following approval), and
are early in their product lives.

Aldurazyme was approved in 2003 and holds orphan drug status in
the U.S. and the EU until 2010 and 2013, respectively.  Although
the MPS I market is considered niche, with about 3,000 patients
worldwide, Aldurazyme is the only approved drug treatment in the
market for this progressive, debilitating, and life-threatening
genetic disease.  In 2008, Aldurazyme's product revenue increased
to $151 million, up 22% from $124 million in 2007.

Naglazyme, approved in the U.S. in May 2005 and the EU in January
2006, holds orphan drug status until 2012 (U.S.) and 2016 (EU).
In 2008, Naglazyme generated $133 million in sales, up $53% from
$87 million in 2007.

BioMarin launched Kuvan in December 2007.  It is an oral treatment
for phenylketonuria, an inherited metabolic disease that affects
at least 50,000 diagnosed patients under the age of 40 in the
developed world.  The product enjoys orphan drug status through
2014 and could capture as much as half the addressable patient
population.  Sales of Kuvan totaled $47 million in its first year
on market, and are expected to provide growth amid a lack of late-
stage pipeline prospects.


BONNER PLUMBING: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bonner Plumbing, Inc.
           dba Hudson Pools & Spas
           dba Hudson Pool Spas
        5701 Darrow Road
        Hudson, OH 44236-4015

Bankruptcy Case No.: 09-51660

Chapter 11 Petition Date: April 22, 2009

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Judge Marilyn Shea-Stonum

Debtor's Counsel: Kenneth J. Freeman, Esq.
                  515 Leader Bldg
                  526 Superior Ave
                  Cleveland, OH 44114-1903
                  (216) 771-9980
                  Fax: (216) 771-9978
                  Email: kjfcolpa@aol.com

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

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/ohnb09-51660.pdf

The petition was signed by Vernon R. Bonner, president of the
Company.


CAFE BOULEVARD: Competition, Poor Economy Blamed for Bankruptcy
---------------------------------------------------------------
Tom Demeropolis at Dayton Business Journal reports that Cafe
Boulevard, Ltd., has filed for Chapter 11 bankruptcy protection.

Business Journal relates that Donald Harker at Harker, Baggot and
Hall, which represents Cafe Boulevard, said that the Company's
financial condition was due to factors that include:

     -- fewer people going to restaurants due to the down economy,
     -- increases in fuel and food prices, and
     -- increased competition.

According to Business Journal, Cafe Boulevard listed $56,000 in
assets and $361,888 in liabilities to up to 49 creditors.  Court
documents say that Cafe Boulevard reported $464,639 in revenue
last year, down from $530,387 in fiscal year 2007.  So far this
year, Cafe Boulevard reported $72,722 in revenue, Business Journal
says.

Citing Mr. Harker, Business Journal states that Cafe Boulevard
will be putting together a reorganization plan when it has more
accurate projections of revenue for the year.

Cafe Boulevard, Ltd., is a casual American/French/European
restaurant at 329 E. Fifth St. in Dayton's Oregon District.  It
opened in 1997 and has 25 employees.  Eva Brcic-Christian is the
owner and general manager of Cafe Boulevard.  The Company filed
for Chapter 11 bankruptcy protection on April 7, 2009 (Bankr. S.D.
Ohio Case No. 09-32026).


CARRIAGE HOUSE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carriage House Condominiums, L.P.
        c/o Turchi Properties
        1700 Walnut Street, 2nd Floor
        Philadelphia, PA 19103

Bankruptcy Case No.: 09-12647

Chapter 11 Petition Date: April 9, 2009

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

Judge: Stephen Raslavich

Debtor's Counsel: Leslie Beth Baskin, Esq.
                  Spector Gadon Rosen
                  1635 Market Street
                  Seven Penn Center - 7th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 241-8888
                  Fax: 215-241-8844
                  Email: lbaskin@lawsgr.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/paeb09-12647.pdf

The petition was signed by John J. Turchi, Jr., president.


CARRIE STEELE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carrie R. Steele
        7911 Nathaniel Court
        San Diego, CA 92127

Bankruptcy Case No.: 09-04711

Chapter 11 Petition Date: April 10, 2009

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

Judge: Louise DeCarl Adler

Debtor's Counsel: Michael S. Kogan, Esq.
                  Ervin Cohen & Jessup, LLP
                  9401 Wilshire Boulevard, 9th Floor
                  Beverly Hills, CA 90212
                  Tel: 310-273-6333
                  Email: mkogan@ecjlaw.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/casb09-04711.pdf


CB SLEEPY HOLLOW: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: CB Sleepy Hollow, LLC
           dba CB Sleepy Hollow, DE LLC
        1455 Heathwood Avenue
        Lakewood, NJ 08701

Bankruptcy Case No.: 09-11232

Debtor-affiliate filing separate Chapter 11 petition:

   Case No.   Affiliate
   --------   ---------
   09-11233   Yorkshire Realty, LLC

Chapter 11 Petition Date: April 8, 2009

Court: U.S. Bankruptcy Court District of Delaware (Wilmington)

Judge: Peter J. Walsh

Debtor's Counsel: Carl D. Neff, Esq.
                  Ciardi Ciardi & Astin
                  919 N. Market Street, Suite 700
                  Wilmington, DE 19801
                  Tel: 302-658-1100
                  Fax: 302-658-1300
                  Email: cneff@ciardilaw.com

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

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

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

The petition was signed by Michael S. Rottenberg, managing member.


CFM US: New Deal With Pension Fund Calls For Chapter 7 Conversion
-----------------------------------------------------------------
Bill Rochelle at Bloomberg relates that CFM U.S. Corp. and the
Ontario Teachers Pension Plan Board have reached a new settlement,
which would allow CFM to have its case converted to Chapter 7
liquidation.

As reported by the TCR on Feb. 11, 2009, CFM U.S. proposed a
liquidating plan.  It later opted not to proceed with the plan,
and instead, have its estate run by a trustee under Chapter 7.

CFM announced in December that a settlement was reached in a
lawsuit brought by the creditors' committee against Ontario
Teachers Pension Plan Board, the head of a group that took the
company private in April 2005.  The settlement, according to
Mr. Rochelle's report, is to provide the foundation for a
liquidating Chapter 11 plan that was scheduled to be filed by the
end of January.  The settlement and plan would have also provide
for wrapping up proceedings begun simultaneously in Canada for
protection from creditors in the Ontario Court of Justice under
the Companies' Creditors Arrangement Act.  CFM, however, said that
the plan was blown apart by a $42 million tax claim and a
$9.1 million claim by a union pertaining to a pension plan,
Mr. Rochelle said.  He added that an effort at mediation last week
failed.

At the behest of the bankruptcy judge, the parties returned to
talks and reached the revised settlement submitted to the
Bankruptcy Court on April 21.

The Company's $20 million in cash is claimed by OTPPB to be
collateral for its $300 million secured claim.  The new
settlement will turn over $3.85 million to pay some of the
unsecured claims plus priority claims and fees of professionals.
The OTPPB will take the remaining cash.

CFM has consummated the sale of substantially all of its assets.
According to Bloomberg, CFM was authorized in July to sell most of
the assets for $42.5 million after selling other assets in May to
two buyers for $4.6 million.  It was permitted in August to sell
real estate in Huntington, Indiana, for $2 million.

Headquartered in Huntington, Indiana, CFM U.S. Corp. --
http://www.majesticproducts.com/-- manufactures two product
categories: Hearth and Heating Products and Barbecue and Outdoor
Products.  The company and its affiliate, CFM Majestic U.S.
Holdings, Inc., filed for chapter 11 protection on April 9,
2008 (Bankr. D. Del. Lead Case No. 08-10668).  William Pierce
Bowden, Esq., at Ashby & Geddes, represents the Debtors.  The
Debtors selected Administar Services Group LLC as their claims
agent.  The U.S. Trustee for Region 3 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.  Patrick J.
Reilley, Esq., at Cole Schotz Meisel Forman & Leonard, P.A.,
represents the Committee in these cases.  As reported in the
Troubled Company Reporter on June 18, 2008, the Debtors' summary
of schedules showed total assets of $91,316,300 and total debts of
$32,7367,890.


CHROMIUM PROCESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Chromium Process Company
        P O Box 647
        Shelton, CT 06484

Bankruptcy Case No.: 09-50649

Chapter 11 Petition Date: April 8, 2009

Court: U.S. Bankruptcy Court District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Anthony S. Novak, Esq.
                  Lobo & Novak, LLP
                  280 Adams Street
                  Manchester, CT 06042-1975
                  Tel: (860) 645-0006
                  Fax: (860) 645-1110
                  Email: AnthonySNovak@aol.com

Total Assets: $634,544

Total Debts: $1,255,375

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb09-50649.pdf

The petition was signed by Stephanie Tice, secretary.


CHRYSLER LLC: Fiat May Have to Sell "Jewel Assets" to Give Aid
--------------------------------------------------------------
Tommaso Ebhardt and Marco Bertacche at Bloomberg News report that
Fiat SpA CEO Sergio Marchionne may be forced to invest money to
help save Chrysler LLC.

Citing analysts, Bloomberg relates that Mr. Marchionne may have to
put up cash to reach a deal with Chrysler by April 30.  According
to Bloomberg, the analysts said that Fiat's net debt is increasing
up to an estimated $8.4 billion and Standard & Poor's Ratings
Services has cut its rating on the company's bonds cut to junk in
March.  The report states that Fiat is likely to report its first
quarterly loss since 2004.  The report, citing Sanford C.
Bernstein Ltd. Analysts, says that Fiat may have to sell its
"jewel assets" like the CNH Global NV agricultural and
construction-equipment unit to fund the Chrysler partnership.

Bloomberg quoted Anima SGR equities chief Roberto Brasca as
saying, "I have some worries over the debt level in the short run.
Marchionne will have to show that the operation is financially
sustainable to have free hands to turn around Chrysler.
Strategically this is the right move for Fiat."

                          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: Treasury Preparing for Bankruptcy Filing
------------------------------------------------------
The New York Times and The Wall Street Journal said Chrysler LLC
may have to file for bankruptcy as soon as next week.

NY Times' Micheline Maynard and Michael J. de la Merced said the
U.S. Treasury is preparing a bankruptcy filing for Chrysler that
could come as soon as next week.  The NY Times, citing people with
direct knowledge of the action, said the Treasury has an agreement
in principle with the United Automobile Workers union.  UAW
members' pensions and retiree health care benefits would be
protected as a condition of the bankruptcy filing, sources told NY
Times.   NY Times' sources also said Fiat SpA would complete its
alliance with Chrysler while in bankruptcy.

NY Times noted that its sources asked for anonymity because they
were not authorized to discuss the case.

Jeffrey McCracken at The Wall Street Journal reported Chrysler
could be forced to file for Chapter 11 as soon as next week even
if it reaches a deal with Fiat.  Sources told the Journal that, if
an agreement with the company's lenders can be reached, Chrysler
would file for bankruptcy to get rid of some liabilities.  That
would leave Fiat to pick and choose what segments it wants,
sources told WSJ.  The government would provide bankruptcy
financing while the bankruptcy process plays out, sources said.

NY Times said the only major question that remains unresolved is
the treatment of Chrysler's lenders, who hold $6.9 billion in
debt.  On Wednesday, the government offered to give Chrysler's
lenders about 22 cents on the dollar, or $1.5 billion, and a 5%
equity stake in reorganized Chrysler.  A steering committee of
senior secured lenders had wanted 65 cents on the dollar, or
$4.5 billion, and a 40% equity stake.

The Journal, people familiar with the matter, said the UAW is
agreeable with Chrysler's plans and would likely own a sizable
stake in the reorganized company.

Officials at Chrysler and the Treasury were not immediately
available for comment, NY Times said.

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

According to the NY Times, some analysts questioned whether the
Treasury's steps to prepare a bankruptcy case were an effort to
put more pressure on lenders.  Chrysler has an April 30 deadline
from the Treasury, while G.M. faces a June 1 deadline in its own
efforts to draft a new restructuring plan.

According to the Journal, Fiat negotiators believe Chrysler can
steer clear of a bankruptcy filing if a deal with all the banks is
reached.

The Treasury is likely to provide financing to Chrysler while in
bankruptcy.  In March, the government told Chrysler it would
provide up to $6 billion in financing if Chrysler and Fiat could
complete a deal by the end of April -- on top of $4 billion in
federal assistance that Chrysler has already received.  Fiat
originally agreed to take 35% of Chrysler, but it was subsequently
reduced to 20%.

As reported by the Troubled Company Reporter on April 22, the
Office of the Special Inspector General for the Troubled Asset
Relief Program said early this week that GM will receive up to
$5 billion and Chrysler Holding up to $500 million in additional
working capital.

Sources told the Journal that Chrysler will be liquidated under
bankruptcy if a deal with banks and Fiat cannot be reached.  NY
Times said a Chrysler bankruptcy would allow Fiat to more easily
select the assets it wants to preserve, such as dealerships,
factories and the company's product development operations.  Then,
Chrysler could sell or jettison any assets it does not want to
keep, and cancel franchise agreements with superfluous car
dealers, sources told NY Times.

According to NY Times, people close to the matter said the UAW had
tentatively agreed to accept Chrysler stock to finance half of the
company's $10.6 billion obligation to the health care trust.  The
balance would be paid in cash over the next decade, the report
said, noting that money could come from either the Treasury, or
from Chrysler's profits, once it emerges from bankruptcy
protection.

Chrysler has a $9.3 billion pension shortfall, or 34% of its total
liability, according to the Pension Benefit Guaranty Corporation.
The agency said earlier this month that it would assume $2 billion
of the shortfall in the event Chrysler terminates its pension
plans.

UAW president Ron Gettelfinger said Wednesday the union was
continuing to work toward an agreement that will be in the best
interest of Chrysler workers, retirees and the communities where
the company does business.

NY Times noted that it is not clear where Chrysler would file its
bankruptcy case.  On Wednesday, the NY Times said, Mike Cox, the
attorney general of Michigan, urged GM and Chrysler to consider
filing in the state, rather than Delaware or New York.  He said a
locally administered case would be more convenient for creditors
in Michigan, according to the report.

                         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.


CLEARWATER NATURAL: Files Ch. 11 Plan for Sale of Miller Assets
---------------------------------------------------------------
Clearwater Natural Resources LP and its debtor-affiliates
delivered to Hon. William S. Howard of the U.S. Bankruptcy Court
for the Eastern District of Kentucky a joint Chapter 11 plan and
an explanatory disclosure statement on April 8, 2009.

The Court will convene a hearing on May 20, 2009, at 10:00 a.m.,
to consider whether the disclosure statement contains adequate
information necessary creditors to make an informed judgement on
the plan.  Objections, if any, to the adequacy of the information
in the disclosure statement are due May 14, 2009.

According to the disclosure statement, the Chapter 11 plan was
filed to implement, in part, the sale of substantially all of the
operating assets of Miller Bros. through a court approved sale
process.  Holders of allowed claims and equity interest of Miller
Bros. have high priority and will be paid first from the proceeds
of any sale unless the plan provides otherwise, the Debtors note.

The Court has approved the Debtors' bidding procedures to govern
the sale of their assets on Feb. 20, 2009.  However, the Debtor
has not selected a stalking-horse bidder in relation to the sale.
According to the Debtor, if they receive qualified bids, an
auction will be held on June 15, at 10:00 a.m., followed by a sale
hearing on June 18, at 2:00 p.m.  The Debtors expect the sale to
close by June 30.

The Debtors, however, are not sure whether the sale proceeds will
be enough to pay all of the Miller Bros. creditors in full.
Accordingly, the plan proposes two schemes depending upon the
ultimate amount of sale proceeds received by the Debtors:

  -- the reorganized Debtors will administer the plan and provide
     for distribution required in the plan if there is sufficient
     available cash to pay each holder of Miller Bros. allowed
     claim in full on the plan's effective date; and

  -- on the alternative, a creditors trust will be formed and a
     creditors trustee appointed, which will administer the
     creditors trust and provide for distributions required in the
     plan if there is insufficient available cash to pay each of
     Miller Bros. holders on the plan's effective date.

Under the plan, secured claims of prepetition lenders of Miller
Bros., totaling $45,989,071, will be paid in full.  Holders are
expected to recover 100% of their claims.  Holders of general
unsecured claims of Miller Bros., totaling $23,875,480, will
receive amounts of their allowed claim in cash if there is
sufficient available cash on the plan's effective date; otherwise,
holders will receive a pro rata share of the creditors trust
interests.  On the one hand, holders of general unsecured claims
of Clearwater Natural, totaling $146,871, will receive their pro
rata share of the remaining cash, if any.

In addition, Miller Bros. equity interest holders will receive all
remaining available cash while Clearwater Natural equity interest
holders will get a pro rata share.

A full-text copy of the Debtors' joint Chapter 11 plan is
available for free at http://ResearchArchives.com/t/s?3bcb

A full-text copy of the Debtors' disclosure statement is available
for free at http://ResearchArchives.com/t/s?3bcc

                     About Clearwater Natural

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

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


COLUMBIA HIGHLAND: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Columbia Highland LLC
        3213 Columbia Pike, Suite 101
        Arlington, VA 22204

Bankruptcy Case No.: 09-12765

Chapter 11 Petition Date: April 10, 2009

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

Judge: Robert G. Mayer

Debtor's Counsel: Janet M. Meiburger, Esq.
                  1493 Chain Bridge Road, Suite 201
                  McLean, VA 22101
                  Tel: 703-556-7871
                  Fax: 703-556-8609
                  Email: admin@meiburgerlaw.com

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

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/vaeb09-12765.pdf

The petition was signed by Warren Thomas Fairchild, manager.


COLUMBUS BANK: Moody's Cuts Bank Financial Strength Rating to 'D'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Synovus
Financial Corporation (subordinate debt to B2 from Baa1) and its
subsidiary banks, Columbus Bank & Trust and First Commercial Bank
(bank financial strength rating to D from C+; deposits to Ba2 from
A2).  The short-term ratings of the banks were also downgraded to
Not Prime from Prime-1.  The rating outlook is negative.  Synovus
is a multi-bank holding company which operates 30 bank
subsidiaries in the southeastern U.S.  This concludes the review
for possible downgrade initiated on March 12, 2009.

The multiple-notch downgrade and negative outlook reflects Moody's
view that Synovus' capital position, both its regulatory capital
and tangible common equity, could come under significant pressure
over the next 12 to 18 months because of its large real estate
lending concentration.  Although Moody's had previously
incorporated this concentration into its ratings, in line with
Moody's Structured Finance Rating Methodology dated February 5,
2009, which states that commercial property values declined
sharply in 2008 and are expected to continue falling over the next
12 to 24 months, Moody's has considerably increased its loss
expectations for CRE.

Since the initiation of the ratings review on March 12, Moody's
has sharply increased its expected loss assumptions for land and
residential development, which is a large concentration risk for
Synovus, accounting for almost one-third of true CRE (excluding
owner occupied), or 1.3 times TCE.  This concentration resulted in
a more severe downgrade than initially anticipated.  The rating
agency noted that Synovus' Atlanta and West Florida portfolios
have demonstrated the greatest stress relative to Synovus' other
markets of Georgia, South Carolina, Alabama, and Tennessee.
Moody's views Synovus' capital position as solid with Tier 1 of
11.2% and TCE, calculated under Moody's definition, as a
percentage of risk-weighted assets of 8.9% as of December 31,
2008.  However, Moody's expects that as the credit cycle continues
to unfold, asset quality deterioration could erode Synovus'
currently healthy capital levels.

Synovus' true CRE equals approximately $13 billion, or 4.5 times
TCE, including hybrid equity credit.  Additionally, Synovus'
construction, land, and development exposure is more than one-half
of this amount, which Moody's considers an elevated level.  Over
the last five quarters, Synovus' nonperforming loans have
increased rapidly, reaching $1.8 billion, or 6.3% of loans, at
March 31, 2009.  Synovus' residential construction, development,
and land, which account for about 24% loans, have deteriorated the
most and account for approximately 70% of nonperforming assets.
Moody's expects continued deterioration across CRE categories and
geographies given the recessionary environment.

The rating action is consistent with Moody's announcement that it
is recalibrating some of the weights and relative importance
attached to certain rating factors within its current bank rating
methodologies.  Capital adequacy, in particular, takes on
increasing importance in determining the bank financial strength
rating in the current environment.  (See Moody's special comment
of February 2009 titled "Calibrating Bank Ratings in the Context
of the Global Financial Crisis.")

Moody's last rating action was on March 12, 2009, when Synovus'
ratings were placed on review for possible downgrade.

Synovus Financial Corporation, which is headquartered in Columbus,
GA, reported total assets of $36 billion as of December 31, 2008.

Issuer: Columbus Bank & Trust Company

Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from C+
  -- Issuer Rating, Downgraded to Ba3 from A2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: First Commercial Bank

Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from C+
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Synovus Financial Corp.

Downgrades:

  -- Subordinate Regular Bond/Debenture, Downgraded to B2 from
     Baa1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review


CONG MINH TRAN: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Cong Minh Tran
         Phuong Huynh
         4068 English Oak Ave
         Tracy, CA 95377

Bankruptcy Case No.: 09-26675

Chapter 11 Petition Date: April 9, 2009

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

Judge: Thomas Holman

Debtor's Counsel: Anthony J. Palik, Esq.
                  770 L St #950
                  Sacramento, CA 95814
                  Tel: 916-993-3183

Total Assets: $1,095,205

Total Debts: $2,073,552

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb09-26675.pdf


CONTECH LLC: Court Approves CIT Group DIP Financing on Final Basis
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
entered its final order granting Contech, LLC, and its affiliated
debtors permission to obtain post-petition financing from The CIT
Group/Business Credit and other lenders, in such amounts as the
lenders may make available, in accordance with a budget.

As reported in the Troubled Company Reporter on February 10, 2009,
the Bankruptcy Court authorized, on an interim basis, the Debtors
to borrow $7.2 million from The CIT Group.

Pursuant to the Court's, the financing will be upon terms of the
Credit and Guaranty Agreement, dated as of April 16, 2007, as
amended and ratified by the Ratification Agreement, dated
February 5, 2009.   The post-petition financing will be secured by
substantially all of the Debtors' assets and properties, including
all of the Pre-Petition Colateral.

Pursuant to the Court's order, the Debtors are permitted to use
the loan proceeds for, among other things, the payment of
disbursements specifically identified in the budget and the costs,
fees, interests, charges and expenses relating to the Debtors'
prepetition obligations to the DIP lenders.

The DIP Lenders are the same lenders who are owed approximately
$71.5 million secured by first lien on the Debtor's assets.  As of
the petition date, the Debtors are also indebted to Marathon
Special Opportunity Fund, L.P., and other lenders in the amount of
$25.0 million, secured by a second-priority security interest on
the Pre-Petition Collateral.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
company, which has 1,000 employees, also manufactures safety steel
forged automotive components and tube fabrications through its
Steel Products Group primarily for commercial truck OEM's.

Contech and two of its affiliates filed for Chapter 11 protection
on Jan. 30, 2009 (Bankr. E.D. Mich. Lead Case No. 09-42392).
Richard A. Chesley, Esq., and Kimberly D. Newmarch, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors as
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., represent the Debtors as local
counsel.  Kurtzman Carson Consultants LLC is the claims, noticing
and balloting agent for the Debtors.  When the Debtors filed for
Chapter 11 protection from their creditors, they listed assets and
debts between $100 million and $500 million.


CONTECH LLC: Court Sets June 8 as General Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
established June 8, 2009, at 5:00 p.m. Eastern time as the general
bar date for filing of proofs of claim against in Contech, LLC,
and its affiliated debtors.

Proofs of claim must be filed so as to be received on or before
the bar date to Kurtzman Carson Consultants, the claims, noticing
and balloting agent for the Debtors, at this address:

     Kurtzman Carson Consultants LLC
     Attn: Claims Processing Department
     2335 Alaska Avenue
     El Segundo, CA 90245
     Tel: [Toll-free] (866) 381-900
     Fax: (310) 823-9133

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company, which has 1,000 employees, also manufactures safety steel
forged automotive components and tube fabrications through its
Steel Products Group primarily for commercial truck OEM's.

Contech and two of its affiliates filed for Chapter 11 protection
on Jan. 30, 2009 (Bankr. E.D. Mich. Lead Case No. 09-42392).
Richard A. Chesley, Esq., and Kimberly D. Newmarch, Esq., at Paul,
Hastings, Janofsky & Walker, LLP, represent the Debtors as
counsel.  Robert A. Weisberg, Esq., and Christopher A. Grosman,
Esq., at Carson Fischer, P.L.C., represent the Debtors as local
counsel.  Kurtzman Carson Consultants LLC is the claims, noticing
and balloting agent for the Debtors.  When the Debtors filed for
Chapter 11 protection from their creditors, they listed assets and
debts between $100 million and $500 million.


CONTECH LLC: U.S. Trustee Appoints New Members to Creditors Panel
-----------------------------------------------------------------
Daniel M. McDermott, the United States Trustee for Region 9, has
amended the composition of the official committee of unsecured
creditors of Contech LLC and its debtor-affiliates.

The Committee now consists of:

   1) George Siedlecki
      V.P. -Finance for AK Tube, LLC
      30400 East Broadway
      Walbridge, OH 43551
      Tel: (419) 661-4150
      Fax: (419) 662-9461
      Email: siedlecki@aktube.com

   2) Linda Stowell
      Vice President for Aero Metals, Inc.
      1201 E. Lincolnway
      La Porte, IN 46350
      Tel: (219) 326-1976
      Fax: (219) 326-1972
      Email: lstowell@aerometals.com

   3) Marlene Sloat
      Superior Aluminum Alloys
      14214 Edgerton Rd.
      New Haven, IN 46774
      Tel: (260) 423-8542
      Fax: (260) 423-8675
      Email: msloat@omnisource.com

   4) Mike Slovich
      Magretech, Inc.
      29695 Pettibone Rd.
      Glenwillow, OH 44139
      Tel: (216) 587-4843
      Fax: (216) 587-3764
      Email: mslovich@aol.com

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
Company also manufactures safety steel forged automotive
components and tube fabrications through its Steel Products Group
primarily for commercial truck OEM's.  The Company has
approximately 1,000 employees.  The Company and two of its
affiliates filed for Chapter 11 protection on Jan. 30, 2009
(Bankr. E.D. Mich. Lead Case No. 09-42392).  Richard A. Chesley,
Esq., and Kimberly D. Newmarch, Esq., at Paul, Hastings, Janofsky
& Walker, LLP, represent the Debtors as counsel.  Robert A.
Weisberg, Esq., and Christopher A. Grosman, Esq., at Carson
Fischer, P.L.C., represent the Debtors as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  When the Debtors filed for Chapter 11 protection
from their creditors, they listed assets and debts between
$100 million and $500 million.


CONTECH LLC: Can Employ W.Y. Campbell as Special Investment Banker
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
granted Contech, LLC, and its affiliated debtors permission to
employ W.Y. Campbell & Company as special investment banker and
financial advisor with respect to the sale of the Debtors' Casting
Group, nunc pro tunc to March 20, 2009.

Campbell will:

  a) develop, prepare and distribute information, documents and
     other materials, including financial projections, business
     and related models in an effort to create interest to
     consummate a transaction;

  b) solicit and evaluate indications of interest and proposals
     regarding a transaction;

  c) assist the company with the development, structuring,
     negotiation and implementation of a transaction, including
     due diligence and participation as a representative of the
     company in negotiations with creditors, advisors and other
     parties involved in the tansaction and advise the Debtors
     regarding the transaction.

  d) assist the company in valuing the business;

  e) assist the company in evaluating and treating the assets
     and liabilities of the business for the purposes of
     completing the transaction; and

  f) provide expert advice and testimony, if necessary,
     regarding all financial matters relating to the transaction.

Andre Augier, a managing director at W.Y. Campbell & Company,
attested that the firm does not hold or represent any interest
adverse to the Debtors or their estates, and that the firm is a
"disinterested person" within the meaning of Sec. 101(14) of the
Bankruptcy Code.

For services rendered in the contemplated sale of the Debtors'
assets, the Debtors have agreed to pay Campbell a retainer fee of
$50,000, a stalking horse bonus of $50,000 payable upon the
successful solicitation of a stalking horse bidder, and the
execution of a stalking horse agreement for the sale of the
Debtors' assets by April 30, 2009, and a transaction fee of
$500,000 upon the successful completion of the sale of the
Debtors' assets.

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
company also manufactures safety steel forged automotive
components and tube fabrications through its Steel Products Group
primarily for commercial truck OEM's.  The company has
approximately 1,000 employees.  The company and two of its
affiliates filed for Chapter 11 protection on Jan. 30, 2009
(Bankr. E.D. Mich. Lead Case No. 09-42392).  Richard A. Chesley,
Esq., and Kimberly D. Newmarch, Esq., at Paul, Hastings, Janofsky
& Walker, LLP, represent the Debtors as counsel.  Robert A.
Weisberg, Esq., and Christopher A. Grosman, Esq., at Carson
Fischer, P.L.C., represent the Debtors as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  When the Debtors filed for Chapter 11 protection
from their creditors, they listed assets and debts between
$100 million and $500 million.


CONTECH LLC: May Sell SPG Assets to Center Manufacturing
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the sale of Contech, LLC, and its affiliated debtors' SPG
assets, free and clear of all liens and encumbrances, to Center
Manufacturing CV, Inc., who offered the highest and best offer for
the Debtors' assets.

Center Manufacturing offered to pay $1,000,000 in cash, plus the
final inventory value (not to exceed $1,000,000) for the purchased
assets.

The purchased assets include all of the Debtors' raw material and
work-in-process inventory, all equipment located on the Debtors'
owned or leased real property in Albermarle, North Carolina and
Walled Lake, Michigan and related to the operation of the Debtors'
Steel Products Division, all files, all intellectual property and
proprietary rights, and goodwill.

A copy of the Second Amended Asset Purchase Agreement, dated
April 14, 2009, is available at:

          http://bankrupt.com/misc/Contech.CenterAPA.pdf

Headquartered in Portage, Michigan, Contech LLC --
http://www.contech-global.com/-- sells and supplies light-weight
cast component for automotive OEM's and Tier I suppliers.  The
company also manufactures safety steel forged automotive
components and tube fabrications through its Steel Products Group
primarily for commercial truck OEM's.  The company has
approximately 1,000 employees.  The company and two of its
affiliates filed for Chapter 11 protection on Jan. 30, 2009
(Bankr. E.D. Mich. Lead Case No. 09-42392).  Richard A. Chesley,
Esq., and Kimberly D. Newmarch, Esq., at Paul, Hastings, Janofsky
& Walker, LLP, represent the Debtors as counsel.  Robert A.
Weisberg, Esq., and Christopher A. Grosman, Esq., at Carson
Fischer, P.L.C., represent the Debtors as local counsel.  Kurtzman
Carson Consultants LLC is the claims, noticing and balloting agent
for the Debtors.  When the Debtors filed for Chapter 11 protection
from their creditors, they listed assets and debts between
$100 million and $500 million.


CORPORACION DURANGO: Signs Plan Term Sheet with Creditors
---------------------------------------------------------
Corporacion Durango S.A.B. de C.V., (Mexican Stock Exchange
ticker: CODUSA), said April 22 that it has signed a term sheet
with a majority of its creditors, setting forth the terms and
conditions of its potential financial restructuring in connection
with its ongoing concurso mercantil proceeding in Mexico and its
related chapter 15 and chapter 11 cases in the United States.  The
terms of the contemplated restructuring will provide a feasible
and sustainable financial structure in the long term for CODUSA.

This proposed restructuring, once implemented pursuant to the
terms of court ordered plans of reorganization in Mexico (Convenio
Concursal) and in the United States, will reduce CODUSA's
financial leverage by over 50%, and will significantly increase
its flexibility and improve its credit metrics.

Under the Term Sheet that would be implemented through the Mexico
and U.S. courts, parties unrelated to CODUSA holding approximately
$357 million of CODUSA's $508.5 million Senior Notes due 2017
would receive in exchange for their 2017 Notes, ratable shares of:

   -- New senior guaranteed notes in aggregate principal amount of
      US$250 million (the "New Senior Guaranteed Notes"), issued
      by CODUSA, which will mature seven years after the effective
      date of the restructuring, and will carry an annual interest
      rate of 6% for the first year, 7% for the following three
      years and 10% for the last three years, which interest,
      during the first three years, may be partially paid in kind
      and capitalized, at CODUSA's option.  After the third year,
      all interest is to be paid in cash.  Interest payments will
      be made quarterly, in arrears.  The New Senior Guaranteed
      Notes will be guaranteed by all of CODUSA's subsidiaries,
      including future subsidiaries;

   -- Shares of CODUSA's common stock, representing 6% of
      CODUSA's common shares (on a fully diluted basis); and

   -- A one time payment of US$10 million in cash.
      Additionally, certain holders of the 2017 Notes that are
      related to CODUSA (holding approximately $151 million of the
      2017 Notes) have consensually agreed to receive ratable
      shares of 35% of new common shares of CODUSA on a fully
      diluted basis in full and final satisfaction of the 2017
      Notes held by such related party creditors.

Further, as a part of the restructuring, CODUSA has agreed that
existing and future intercompany payables will be subordinated to
the New Senior Guaranteed Notes and will not result in any cash
payments.

After the proposed restructuring, the current controlling
shareholders will continue to hold, directly or indirectly, the
majority of CODUSA's common stock.

CODUSA and its creditors are hopeful that they can bring the
restructuring process to a conclusion in both its United States
and Mexico proceedings in the next ten weeks.

CODUSA will be filing the full text of the Term Sheet evidencing
the terms of the restructuring on the docket of its ongoing
chapter 15 case before the United States Bankruptcy Court for the
Southern District of New York, Case Number 08-13911.

For more information, holders of the 2017 may contact William
Govier (213) 680-6648 william.govier@bingham.com or Erin Mautner
(212) 705-7932 erin.mautner@bingham.com at Bingham McCutchen LLP,
counsel to the ad hoc group of holders of the 2017 Notes.

Miguel Rincon Arredondo, CODUSA's CEO, stated: "I acknowledge our
clients, suppliers and especially our creditors for their
confidence and support during this financial restructuring
process, which will allow the Company to emerge stronger and more
competitive to further strengthen its market leadership."

                     About Corporacion Durango

Durango, Mexico-based Corporacion Durango S.A.B. de C.V. produces
brown paper and packaging products.  Its packaging division,
Empresas Titan, manufactures corrugated packaging in Mexico.  It
also produces newsprint through Grupo Pipsamex.

After The First Federal District Court in Durango approved its
plan of reorganization and declared the termination of its
"Concurso Mercantil" proceeding, the Company filed for Chapter 15
bankruptcy (Bankr. S.D. N.Y. Case No. 08-13911) on October 6,
2008.  Two affiliates filed for Chapter 11 bankruptcy protection
separately on the same day.

John K. Cunningham, Esq., at White & Case, LLP, represents the
Debtors in their restructuring efforts.  In its filing, the Lead
Debtor listed estimated assets of more than US$1 billion and
estimated debts of more than US$1 billion.


CUMBERLAND VALLEY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Cumberland Valley Corporation
        304 Deanhurst Avenue
        Camp Hill, PA 17011

Bankruptcy Case No.: 09-02638

Chapter 11 Petition Date: April 7, 2009

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

Judge: Mary D. France

Debtor's Counsel: Leon P. Haller, Esq.
                  Purcell Krug and Haller
                  1719 North Front Street
                  Harrisburg, PA 17102-2392
                  Tel: 717 234-4178
                  Fax: 717 233-1149
                  Email: lhaller@pkh.com

                  Lisa A. Rynard, Esq.
                  Purcell Krug and Haller
                  1719 North Front Street
                  Harrisburg, PA 17102
                  Tel: 717 234-4178
                  Fax: 717 236-6120
                  Email: lrynard@pkh.com

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

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

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

The petition was signed by Danielle M. Barnes, president.


CUMULUS MEDIA: Moody's Junks Corporate Family Rating From 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded Cumulus Media Inc.'s
Corporate Family rating to Caa1 from B3, its Probability of
Default rating to Caa2 from Caa1 and the rating on its
$850 million credit facility ($100 million revolver due 2012 and
$750 million term loan due 2014) to Caa1 from B3.  The rating
outlook is negative.

Details of the rating action are:

Cumulus Media Inc.

* Corporate Family rating -- downgraded to Caa1 from B3

* Probability of Default rating -- downgraded to Caa2 from Caa1

* $100 million senior secured revolving credit facility due 2012--
  downgraded to Caa1 from B3 (LGD 3, 34%)

* $750 million senior secured term loan due 2014 -- downgraded to
  Caa1 from B3 (LGD 3, 34%)

The rating outlook remains negative

The downgrade of the CFR to Caa1 largely reflects Moody's
expectation that recessionary market conditions will continue to
prevail within Cumulus' served markets over the near-to --
intermediate term, placing pressure on the company's top line and
compressing its free cash flow.

The downgrade of the PDR to Caa2 incorporates Moody's view that
there is increasing probability that Cumulus will likely default
under its tightening financial covenants over the near term,
absent an amendment.  Moody's considers that Cumulus' lenders will
agree to loosen the level of the company's already- elevated
financial maintenance tests only in exchange for significantly
higher pricing, which in turn will serve to tighten the company's
liquidity profile.

The continuing negative outlook emphasizes Moody's concern that
the double-digit decline of market spending on radio advertising
will persist over the near term and that secular pressure will
continue as listeners are provided an increasing array of
alternative forms of entertainment and information media.

The revised Caa1 CFR reflects Cumulus' heavy debt burden and high
financial leverage (likely to exceed 9 times Moody's adjusted debt
to EBITDA by the end of 2009), its vulnerability to spending on
radio advertising and the substantial competition which Cumulus
faces from rival broadcasters in its mostly mid-sized served
markets.  Ratings are supported by Cumulus's significant cash
balance, its free cash flow generation and the diversification of
its geographic foot print and customer base.

The last rating action occurred on November 11, 2008, when Moody's
downgraded Cumulus' CFR to B3 from B1.

Headquartered in Atlanta, Georgia, Cumulus Media Inc. is one of
the nation's largest radio broadcasting companies, operating 347
radio stations in 68 markets.  The company reported 2008 revenues
of approximately $312 million.


CUSTOM CONTRACTORS: Court Converts Case to Chapter 7 Liquidation
----------------------------------------------------------------
Judge Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia has entered an order converting
Custom Contractors and Associates, Inc.'s Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

As reported in the Troubled Company Reporter on March 3, 2009,
Donald F. Walton, the U.S. Trustee for Region 21, sought the
conversion, saying that the Debtor had not filed any monthly
operating reports since the commencement of its Chapter 11 case,
and had not paid the minimum quarterly fee for the fourth quarter
of 2008.

Headquartered in Martinez, Georgia, Custom Contractors and
Associates, Inc., filed for Chapter 11 relief on Aug. 28, 2008
(Bankr. S.D. Ga. Case No. 08-11806).  James T. Wilson, Jr., Esq.,
at James T. Wilson, Jr., PC, represents the Debtor as counsel.
When the Debtor filed for bankruptcy protection, it listed assets
and debts of between $10 million and $50 million each.


DALE FETTERLEIGH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Dale Michael Fetterleigh
        Vera Jean Fetterleigh
           fka Golden Sky of North America,Inc
           fka Inland Empire Staffing, Inc.
        5101 Carriage Rd
        Rancho Cucamonga, CA 91737

Bankruptcy Case No.: 09-16951

Chapter 11 Petition Date: April 9, 2009

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

Judge: Richard M. Neiter

Debtor's Counsel: Michael R Totaro, Esq.
                  Totaro & Shanahan
                  POB 789
                  Pacific Palisades, CA 90272
                  Tel: 310-573-0276
                  Fax: 310-496-1260
                  Email: mtotaro@aol.com

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

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

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


DAYTON SUPERIOR: May Access GECC DIP Financing on Interim Basis
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Dayton Superior Corp. interim authority to access debtor-in-
possession financing, Bloomberg's Bill Rochelle said.

As reported by the Troubled Company Reporter on April 20, 2009,
the Company said it has arranged for a 12-month debtor-in-
possession credit facility from GE Capital of up to $165 million.
The DIP facility will replace the Company's existing $150 million
revolving credit facility.

According to Bloomberg, the Company will be able to access up to
$35 million in new borrowings in addition $110 million owed on a
revolving credit line.

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


DAYTON SUPERIOR: Schedules Filing Deadline Extended by 30 Days
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended by
an additional 30 days Dayton Superior Corporation's time to file
its:

   i) schedules of assets and liabilities;
  ii) schedules of executory contracts and unexpired leases; and
iii) statements of financial affairs.

The Debtor said the extension would enable it to collect, review
and assemble a substantial amount of information needed to
complete the schedules and statements.  The Debtor added that the
additional time would also ensure the accuracy of the documents.

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 had $288,709,000 in total assets and
$405,867,000 in total debt as of February 27, 2009.


DAYTON SUPERIOR: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
-----------------------------------------------------------------
Moody's Investors Service lowered Dayton Superior's probability of
default rating to D from Caa3 following its filing for protection
under Chapter 11 of the U.S. Bankruptcy Code.  Subsequent to
Moody's rating action, the rating agency will withdraw all of
Dayton Superior's ratings.  This rating action concludes the
ratings review that was initiated on December 3, 2008.

These ratings/assessments have been affected:

  -- Corporate family rating, downgraded to Ca from Caa1;

  -- Probability of default rating, lowered to D from Caa3;

  -- $100 million first lien term loan, downgraded to Caa3 (LGD3,
     33%) from B3 (LGD3, 33%);

  -- $155 million 13% Sr Sub notes, downgraded to C (LGD5, 83%)
     from Caa3 (LGD5, 83%).

The ratings outlook is negative.

The ratings downgrade reflects the company's announcement that it
filed for bankruptcy protection under Chapter 11 of the U.S.
bankruptcy code.  As a manufacturer and distributor of metal
accessories and forms used in concrete construction, as well as
metal accessories used in masonry construction, the company has
been adversely impacted by the slowdown in the construction
industry and the difficult capital markets for highly leveraged
companies in the industry.

The last rating action was December 3, 2008, when Moody's placed
the company's ratings under review for possible downgrade.

Headquartered in Dayton, Ohio, Dayton Superior Corporation is the
largest North American manufacturer and distributor of metal
accessories and forms used in concrete construction, as well as
metal accessories used in masonry construction.  Dayton provides
these specialized products to the non-residential construction
market for use in infrastructure, institutional, and commercial
projects.  Total revenues for 2008 were $476 million.


DBSI INC: Examiner Expects to Spend $2.3 Million in 4 Months
------------------------------------------------------------
Joshua Hochberg, the newly appointed examiner of DBSI Inc., said
his probe will cost about $2.3 million, assuming that it will be
completed in four-month timetable set by the bankruptcy judge.

Mr. Hochberg, a former head of the Justice Department's fraud
unit, reported to the U.S. Bankruptcy Court for the District of
Delaware that he was told the Company didn't use outside
accountants to create financial statements that weren't prepared
according to generally accepted accounting principles.  He also
stated DBSI didn't use outside lawyers extensively until 2007.

According to Bloomberg, Mr. Hochberg learned DBSI had 900 related
entities and "several hundred bank accounts." He also explained
how he was told that several months before the Chapter 11 filing,
money being held for specific projects for specified investors was
swept into a centralized account.  Shortly before Chapter 11, the
company attempted to send some of the money back to specified
accounts.

Mr. Hochberg said his investigation may not be completed within
the four-month timetable.  Mr. Hochberg said four months' work
will cost about $2.3 million -- the largest component of the cost
will go for the four to five lawyers who will work full-time on
the assignment.  Mr. Hochberg's firm, McKenna Long & Aldridge LLP,
will perform the legal work at a cost of about $1.2 million.

Mr. Hochberg has been tasked to investigate transactions between
the company, affiliates not in bankruptcy and insiders.
Allegations about fraud began surfacing in January when the
State of Idaho Department of Finance contended there were
"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.

As reported by the Troubled Company Reporter on March 19, the
State of Idaho's Department of Finance has won approval for a
court-appointed examiner in the closely watched bankruptcy
proceedings of DBSI, Inc.

The Hon. Peter Walsh of the U.S. Bankruptcy Court for the District
of Delaware has given the examiner the authority to conduct an
investigation on the $2 billion in allegedly fraudulent securities
transactions made by DBSI.  The scheme involved more than 12,000
investors and 270 properties throughout the country.  Idaho, the
state where DBSI is located, was joined by other states in the
action, including Alabama, California, Colorado, Hawaii, Montana,
Nevada, Oregon, Pennsylvania, South Carolina, Tennessee, and
Washington.

"This is more than just a bankruptcy case.  The State of Idaho
alleges fraudulent activity that mirrors a Ponzi scheme, making it
a sophisticated investor fraud," said David J. Baldwin, a partner
with Potter Anderson & Corroon LLP and lead trial counsel to the
State of Idaho.  "We're pleased the court accepted our motion and
appointed an examiner.  It is important to have someone whose
focus is on the potential wrongdoing of the companies and not just
on the process of a typical bankruptcy proceeding."

DBSI allegedly used powers of attorney, signed by investors at
real estate closings, to convert non-recourse loans to recourse
loans -- making investors personally liable without their
knowledge.

"Investors were also assured there would be 'accountable reserves'
benefitting their properties," said Mr. Baldwin.  "It's now been
shown that DBSI never set aside such reserves at all.  These
investors arguably are now personally liable and the reserves they
expected would be there with their properties don't exist."

                         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).
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.

General Information: On November 10, 2008, and other subsequent
dates, each of the Debtors filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code").  The 168 Debtors cases were assigned case
numbers listed here (collectively, the "Bankruptcy Cases") and are
jointly administered under case no. 08-12687.  The Bankruptcy
Cases are pending before the Honorable Peter J. Walsh in the
United States Bankruptcy Court for the District of Delaware.


DEARBORN RESTAURANT: Joynt's Poor Winter Sales Blamed for Ch. 11
----------------------------------------------------------------
Samantha Sleevi at Chicagobusiness.com reports that Dearborn
Restaurant Group, which owns the nightclub The Joynt, has filed
for Chapter 11 bankruptcy protection, with co-owner Stanley
Wozniak saying that the slumping economy and the terrible winter
was a lethal combination.

Chicagobusiness.com relates that Dearborn Restaurant listed up to
$50,000 in assets and $100,000 to $500,000 in liabilities.
According to court documents, Dearborn Restaurant owes its 20
largest unsecured creditors more than $425,000.  Court documents
say that the Illinois Department of Revenue is Dearborn
Restaurant's largest unsecured creditor, which holds a $80,000
claim.  Court documents state that Dearborn Restaurant owes
$77,000 to its landlord, a venture managed by Sam Markos of Park
Ridge.  According to Chicagobusiness.com, Mr. Wozniak said that he
has worked out a deal to pay less rent.  Dearborn Restaurant,
court documents say, also owes Mother Fund LLC some $75,500.

According to Chicagobusiness.com, Mr. Wozniak said that the club
is "not liquidating, selling, or closing."  The report quoted
Mr. Wozniak as saying, "We had to do a reorganization to get some
breathing room.  We're hoping summer sales will pull us out of
this."

Mr. Wozniak, Chicagobusiness.com relates, said that Dearborn
Restaurant applied for a $500,000 small business loan seven months
ago and hopes to be out of bankruptcy protection sometime this
summer.

Illinois-based Dearborn Restaurant Group owns a nightclub, named
The Joynt, in River Note, Chicago.  The Company filed for Chapter
11 bankruptcy protection on April 3, 2009 (Bankr. N.D. Ill. Case
No. 09-11895).


DEBORAH ANN SMITH: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Deborah Ann Smith
        1463 West Highway 100
        Centerville, TN 37033

Bankruptcy Case No.: 09-03935

Chapter 11 Petition Date: April 7, 2009

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

Judge: George C. Paine, II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $1,131,300

Total Debts: $1,144,873

A list of the Debtor's 5 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb09-03935.pdf


DELPHI CORP: GM to Shut Down 13 North American Assembly Plants
--------------------------------------------------------------
General Motors Corporation reported that, due to certain business
developments, it is scheduling multiple down weeks at 13 assembly
operations in North America.  Under this plan, approximately
190,000 vehicles will be removed from GM's North American
production schedule in the second and early third quarter of this
year.

GM cited three primary reasons for this scheduled downtime:

    -- dealer vehicle inventories are at high levels, given the
       current depressed market;

    -- the shutdown will allow GM the opportunity to bring
       production in line with current market demand; and

    -- the downtime actions also consider the possible production
       implications of the complicated and difficult negotiations
       with Delphi and its debtor in possession lenders.

Citing people familiar with the matter, Carlos Osorio at The
Associated Press relates that GM might halt production at some of
its U.S. factories for up to nine weeks this summer due to
declining auto sales.

"We're taking aggressive steps to accelerate our inventory
initiatives that have worked well since the first of the year.
While sales have been performing at or close to our plan
estimates, and dealer inventories have been reduced accordingly,
we want to more closely align inventories with even more
conservative market assumptions," said Troy Clarke, GM North
America president.  "By reducing our inventories even more
aggressively we reduce pressure on GM and our dealers, and set
ourselves up well for a clean 2010 model year start-up."

GM's Total Confidence program, which reinvents the ownership
experience by providing payment, equity and vehicle protection for
owners and their families, is a strong incentive for customers to
feel comfortable getting back into the new-car market.
Additionally, Federal programs to make credit more available, and
proposals to provide additional consumer incentives such as tax
credits or scrappage programs, could rekindle additional market
demand in the months ahead.

"Our dealers will continue to have plenty of high-quality, fuel-
efficient cars, trucks and crossovers at tremendous value for
customers.  It's still a great time for customers to buy a new GM
vehicle," added Mr. Clarke.

With regard to Delphi, GM has been actively engaged with Delphi
management and the various constituencies involved since the
inception of Delphi's bankruptcy case almost four years ago.  More
recently, in light of adverse developments in the industry, at GM
and at Delphi, GM has been in negotiations with Delphi and its
lenders to arrive at solutions that would ensure GM's source of
supply under fair and reasonable terms.  While GM has proposed a
potential solution that would allow for the successful and rapid
resolution of Delphi's bankruptcy case, its lenders have rejected
this proposal.  Without the successful resolution of this dispute,
it is General Motors' view that Delphi or its lenders could force
GM into an uncontrolled shutdown, with severe negative
consequences for the U.S. automotive industry.

The plant down weeks are staggered and vary in duration, based on
current inventory levels and expected demand for the products.
Corresponding down weeks are also scheduled at GM's stamping and
powertrain facilities.  The scheduling actions do not impact
operations that are in the process of launching new products,
including the all-new Chevrolet Camaro built at Oshawa, Ontario,
Canada and the Buick LaCrosse launching soon at the Fairfax, Kan.
assembly plant.

At the end of March, approximately 767,000 vehicles were in U.S.
dealer stock, down about 108,000 vehicles (or 12 percent) compared
with the same period last year, and down 105,000 vehicles from
year-end 2008.   These new scheduling actions will help reduce
U.S. dealer inventory levels to a level of approximately 525,000
vehicles by the end of July.

          Two Groups Against GM & Chrysler Bankruptcy

Sharon Silke Carty at USA Today reports that the National
Automobile Dealers Association and salaried retirees from GM,
Chrysler LLC, Ford Motor Co. and Delphi Corp. will meet with the
auto task force today in an effort to try to stop the bankruptcy
of GM and Chrysler.  "Bankruptcy will not work, and I don't think
it's a viable option," USA Today quoted NADA chairperson John
McEleney as saying.

According to USA Today, clients told dealers that they won't buy a
vehicle from a carmaker in bankruptcy, even if the bankruptcy is
supposed to be quick.  USA Today notes that with no revenue coming
in, the companies would be sold off in parts.

Citing Veteran Bloomfield Hills bankruptcy attorney Douglas
Bernstein and other experts, Saginaw News relates that it would be
unlikely for GM to breeze in and out of bankruptcy court and a
speedy bankruptcy might not be a good idea.  Saginaw quoted Mr.
Bernstein as saying, "The Company is massive, its operations are
complex, and it has thousands of potential claimants and
interested parties" and so rushing such a complex process could
result in a "rinse and repeat" bankruptcy for GM.

According to Greg Gardner at Detroit Free Press, Michigan Attorney
General Mike Cox said, "I am gravely concerned about the impact of
any bankruptcy filing in a jurisdiction outside Michigan."   The
report states that Mr. Cox suggested that GM and Chrysler
executives consider filing for bankruptcy in Michigan rather than
Delaware or New York as it would be more convenient for creditors
in Michigan.  "The costs for many of these creditors (in Michigan)
to participate in a New York or Delaware bankruptcy is
overwhelming and would undoubtedly lead to unjust bills," the
report quoted Mr. Cox as saying.

Free Press relates that the state of Michigan is a significant
creditor for each of the troubled automakers through:

     -- the Michigan Business and Single Business Tax obligations,
     -- workers' compensation claims,
     -- unemployment insurance, and
     -- environmental regulations.

                      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.


DONALD ABERCROMBIE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Donald Abercrombie, Sr.
        124 Hearthstone Manor Cir
        Brentwood, TN 37027

Bankruptcy Case No.: 09-03936

Chapter 11 Petition Date: April 7, 2009

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

Judge: Marian F. Harrison

Debtor's Counsel: Trippe Steven Fried, Esq.
                  PO BOX 210931
                  Nashville, TN 37221
                  Tel: 615-469-1339
                  Fax: 615-246-4184
                  Email: trippe@inhouselegal.org

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

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

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


DRUG FAIR: Proposes Incentive Plan; Walgreen to Partly Cover Cost
-----------------------------------------------------------------
Drug Fair Group Inc. is seeking approval from the U.S. Bankruptcy
Court for the District of Delaware to implement a $476,000
incentive and severance program for two top executives and non-
management workers, Bloomberg's Bill Rochelle reported.

According to Mr. Rochelle, Drug Fair said that Walgreen Co., the
lead bidder for 32 stores, will pick up $175,000 of the cost of
the severance program.

The report notes that the executive bonuses won't be paid until
the assets are sold to Walgreen or another buyer and the first-
lien debt is paid in full.

The Court will consider approval of the bonus program on April 30.

Drug Fair agreed last month to sell 32 stores in central and
northern New Jersey to a unit of Deerfield, Illinois-based
Walgreen Co. for about $54 million.  Walgreen's offer may rise to
as much as $65.1 million, depending on a valuation of the stores'
inventory.  Judge Shannon scheduled an April 24 auction for other
bidders to try and top Walgreen's offer.

Drug Fair has signed an agreement with Hudson Capital Partners LLC
for going-out-of-business sales in 22 other stores.

                    About Drug Fair Group, Inc.

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

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


ENCORE ACQUISITION: Moody's Assigns 'B1' Rating on Note Offering
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Encore
Acquisition Corporation's proposed offering of senior subordinated
notes due 2016 and affirmed the B1 ratings on the company's
existing senior subordinated notes.  Moody's also affirmed
Encore's Ba3 Corporate Family Rating and Probability of Default
Rating.  The outlook is negative.

"Encore's bond offering and corresponding reduction in revolver
borrowings enhances the company's liquidity," commented Pete
Speer, Moody's Vice-President.

The negative outlook reflects Moody's concerns regarding the
company's high leverage and its small proportion of hedged oil
production for the remainder of the year.  In order for the
outlook to be stabilized, leverage metrics must improve from
current levels.  The company also needs to demonstrate its ability
to limit capital expenditures to within cash flows while lowering
operating and capital costs to levels that enable the company to
internally fund sequential production growth after 2009.

The ratings could be downgraded if Encore's debt or leverage
levels increase or if the company does not achieve its production
targets for 2009.  During 2009, Moody's will particularly focus on
debt/average daily production, as this will provide early
indications of the company's capital productivity during 2009 for
its reduced pace of capital expenditures.  Any large acquisitions
without substantial equity funding could result in a ratings
downgrade.  There is no room in the ratings for share repurchases
or other shareholder friendly actions.

The last rating action was on March 30, 2009 when Encore's ratings
were affirmed and the outlook was changed to negative from
developing.  This bond offering was anticipated in Moody's
previous rating action.

Encore Acquisition Company is an independent exploration and
production company headquartered in Forth Worth, Texas.  Encore
also owns the general partner interest and approximately 67
percent of the common units of Encore Energy Partners LP, a
publicly traded E&P MLP.


ENCORE ACQUISITION: S&P Assigns 'B' Rating on $200 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
rating to Encore Acquisition Co.'s proposed $200 million of senior
subordinated notes due 2016.  S&P also assigned a '6' recovery
rating to the notes.  The ratings indicate S&P's expectation of
negligible (0% to 10%) recovery in the event of default.

The company intends to use proceeds to pay down debt outstanding
under its revolving credit facility.  As of Dec. 31, 2008, Fort
Worth, Texas-based Encore, an independent oil and gas exploration
and production company, had $1.3 billion in balance sheet debt.

The corporate credit rating on Encore is 'BB-' and the outlook is
stable.  (For the complete corporate credit rating rationale, see
the summary analysis on Encore published March 16, 2009.)

                           Ratings List

                      Encore Acquisition Co.

   Corporate credit rating                       BB-/Stable/--

                            New Rating

        Proposed senior subordinated notes due 2016    B
         Recovery rating                               6


ENEA BROTHERS: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Enea Brothers, LLC
        1450 Enea Circle, Suite 400
        Concord, CA 94520

Bankruptcy Case No.: 09-42959

Chapter 11 Petition Date: April 10, 2009

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

Judge: Randall J. Newsome

Debtor's Counsel: C. Randall Bupp, Esq.
                  Bardellini, Straw, Cavin and Bupp
                  2000 Crow Canyon Pl. #330
                  San Ramon, CA 94583
                  Tel: (925) 277-3580
                  Email: crbupp@bscb.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/canb09-42959.pdf

The petition was signed by Vesty Enea, managing member.


EURAMAX INTERNATIONAL: Moody's Cuts Corp. Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded Euramax International, Inc.'s
corporate family rating and probability of default rating to Ca
from Caa1. The company's other existing debt ratings were also
downgraded -- refer to the list below.  The company recently
entered into its fifth forbearance agreement under its credit
agreement, increasing the likelihood of default.  The outlook
remains negative as the forbearance agreement expires on May 15,
2008.

According to Bloomberg's Bill Rochelle, Euramax was acquired for
$1 billion in 2005 by management and Goldman Sachs Capital
Partners. A "large portion of the purchase price was financed
with debt," according to S&P.

The rating action reflects the heightened risk of a default under
the company's credit agreement and the possibility of an out-of-
court restructuring if management is unsuccessful in obtaining an
agreement from its lenders.  During the third quarter of 2008, the
company's operating results significantly deteriorated due to
weakness in the domestic recreational vehicle market and certain
construction markets, resulting in financial covenant violations.
Moody's believes conditions have only worsened and show no signs
of stabilizing.  Euramax is also highly levered and tangible
assets are less than its debt level.  These matters create an
environment where Moody's believes Euramax's balance sheet will
likely be restructured, with investors realizing sizeable losses.
Euramax's first lien senior secured debt ratings were lowered to
Caa3 given its priority in the capital structure.  Because of the
considerable amount of first lien debt that lies above it
($415 million), the second lien senior secured debt ratings were
downgraded to C.

Moody's last rating action occurred on October 9, 2008, when the
corporate family rating was downgraded to Caa1 from B2.

Ratings Downgraded:

Issuer: Euramax International, Inc.

  -- Corporate Family Rating, downgraded to Ca from Caa1

  -- First Lien Sr. Secured Term Loan, downgraded to Caa3 (LGD3,
     34%) from B3

  -- First Lien Sr. Secured Revolver, downgraded to Caa3 (LGD3,
     34%) from B3

  -- Second Lien Sr, Secured Term Loan, downgraded to C (LGD5,
     80%) from Caa2

Issuer: Euramax Netherlands B.V.

  -- First Lien Sr. Secured Term Loan, downgraded to Caa3 (LGD3,
     34%) from B3

  -- First Lien Sr. Secured Revolver, downgraded to Caa3 (LGD3,
     34%) from B3

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of value-added aluminum, steel, vinyl
and fiberglass products.


EXCLUSIVE ESTATES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Exclusive Estates, LLC
        4012 S Rainbow Blvd Ste K-613
        Las Vegas, NV 89103

Bankruptcy Case No.: 09-15484

Chapter 11 Petition Date: April 10, 2009

Court: U.S. Bankruptcy Court District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Barry Levinson, Esq.
                  2810 S. Rainbow Blvd.
                  Las Vegas, NV 89146
                  Tel: (702) 836-9696
                  Fax: (702) 836-9699
                  Email: bk@lawbybarry.com

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

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

The Debtor does not have creditors who are not insiders.

The petition was signed by T. Quinlin, managing member.


EXPRESS ENERGY: Weaker Liquidity Cues Moody's to Junk Rating
------------------------------------------------------------
Moody's Investors Service downgraded Express Energy Services
Operating, LP's Corporate Family Rating to Caa2 from B2, its
Probability of Default Rating to Caa3 from B3, and its first lien
senior secured term loan and first lien senior secured revolver to
Caa2 (LGD 3, 35%) from B2 (LGD 3, 35%). The outlook is negative.

The downgrade was driven by Express' much weaker liquidity and
higher covenant compliance risk than Moody's expected when the
initial ratings were assigned in connection with the company's
June 2008 first lien secured term loan and secured bank revolver.
This leaves the company with considerably less financial
flexibility to manage through the severe decline in demand for
Express products and services, particularly in the North American
onshore markets.

Express' Caa2 CFR reflects its relatively small scale and limited
liquidity due to potential covenant issues as a result of a much
weaker oilfield services environment.  The ratings also consider
its high financial leverage and low tangible asset coverage of
debt.  These challenges are somewhat mitigated by Express'
meaningful geographic and product line diversification and its
asset base.

According to Bill Rochelle, the April 22 action by Moody's matches
the downgrade early this month by Standard & Poor's. S&P said the
company would have difficulty meeting its obligations to pay
$24 million in principal and $26 million interest over the
remainder of 2009.  S&P said there has been a "rapid deterioration
in the North American oilfield service industry," as shown by a
45% decline in the onshore rig count since September.

Moody's said that lower oil and natural gas prices and the
difficult credit market conditions have led oil and gas producers
to significantly pull back their capital expenditures.  Express'
earnings are expected to steadily deteriorate over 2009 as
oilfield services companies contend with rapidly declining
utilization and weak pricing for their services.  Moody's negative
outlook anticipates continued sector weakness and uncertainty over
the outcome of further company negotiations with its lenders for
covenant relief.

On June 8, 2008, a consortium consisting of Macquarie Capital
Group, Ltd, Wachovia Capital Partners, and management acquired
Express for a total transaction value of $627 million.  Proceeds
from the $325 million term loan, along with substantial cash
equity contribution from Macquarie were used to fund the
acquisition and refinance existing debt.  Formed in 2000, Express
has grown both through acquisitions as well as organically and has
evolved from a niche rental support business in the coiled tubing
market to a more significant player that provides production and
drilling support services in many of the major North American
producing basins.

Moody's last rating action on Express was on June 24, 2008 when
Moody's assigned a B2 CFR and a B3 rating to Express's proposed
secured credit facilities.

Express Energy Services Operating, LP, is headquartered in
Houston, Texas.


EXQUISITE DESIGNS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Exquisite Designs by Castlerock and Company Inc
           aka Castlerock Investment Group
        8111 Landau Park Lane
        Spring, TX 77379

Bankruptcy Case No.: 09-32430

Chapter 11 Petition Date: April 7, 2009

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

Judge: Jeff Bohm

Debtor's Counsel: Robert Scott Williams, Esq.
                  1207 S Shepherd
                  Houston, TX 77019
                  Tel: 713-785-0000
                  Email: rswillatty@aol.com

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

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

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

The petition was signed by Brad Jones, president.


FIESTA INN: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Fiesta Inn and Suites, LP
        3730 Puesta de Sol
        San Antonio, TX 78261

Bankruptcy Case No.: 09-10898

Chapter 11 Petition Date: April 7, 2009

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

Judge: Craig A. Gargotta

Debtor's Counsel: Charles R. Bomba, Esq.
                  11230 West Ave, Suite 3201
                  San Antonio, TX 78213
                  Tel: (210) 366-2317
                  Email: Bombalaw@aol.com

Total Assets: $5,159,750

Total Debts: $5,022,058

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb09-10898.pdf

The petition was signed by Evan Jacobson, authorized
representative.


FINANCIAL GUARANTY: S&PO Downgrades Financial Ratings to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit, financial strength, and financial enhancement
ratings on Financial Guaranty Insurance Co. to 'CC' from 'CCC' and
assigned a negative outlook.

Standard & Poor's also said that it subsequently withdrew the
ratings on FGIC and its 'CC' counterparty credit rating on the
holding company, FGIC Corp., because of S&P's expectation that
timely and comprehensive financial information will no longer be
available.

"Recently released GAAP financial statements for both FGIC and
FGIC Corp. contain a statement from the independent auditor that
there is substantial doubt regarding the company's ability to
continue as a going concern," noted Standard & Poor's credit
analyst Robert E. Green.  "The issuance of this opinion results in
an event of default by FGIC Corp. under the terms of the company's
revolving credit agreement."

There is $46 million outstanding under the facility, and FGIC
Corp., though it is attempting to secure a waiver, does not have
the resources to repay this amount in full if it were to become
due on an accelerated basis.  In addition, because FGIC is in a
negative earned surplus position, it is not able to pay dividends
to FGIC Corp.

The negative outlook reflected the possibility that additional
losses incurred, as suggested by S&P's RMBS and CDO of ABS loss
estimate, could result in capital and surplus below the minimum
statutory requirement of $65 million.  The negative outlook on
holding company FGIC Corp. reflected the independent auditor's
issuance of a going concern opinion, which triggered an event of
default on the company's revolving credit facility.


FIRST COMMERCIAL: Moody's Cuts Bank Financial Strength Rating to D
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Synovus
Financial Corporation (subordinate debt to B2 from Baa1) and its
subsidiary banks, Columbus Bank & Trust and First Commercial Bank
(bank financial strength rating to D from C+; deposits to Ba2 from
A2).  The short-term ratings of the banks were also downgraded to
Not Prime from Prime-1.  The rating outlook is negative.  Synovus
is a multi-bank holding company which operates 30 bank
subsidiaries in the southeastern U.S.  This concludes the review
for possible downgrade initiated on March 12, 2009.

The multiple-notch downgrade and negative outlook reflects Moody's
view that Synovus' capital position, both its regulatory capital
and tangible common equity, could come under significant pressure
over the next 12 to 18 months because of its large real estate
lending concentration.  Although Moody's had previously
incorporated this concentration into its ratings, in line with
Moody's Structured Finance Rating Methodology dated February 5,
2009, which states that commercial property values declined
sharply in 2008 and are expected to continue falling over the next
12 to 24 months, Moody's has considerably increased its loss
expectations for CRE.

Since the initiation of the ratings review on March 12, Moody's
has sharply increased its expected loss assumptions for land and
residential development, which is a large concentration risk for
Synovus, accounting for almost one-third of true CRE (excluding
owner occupied), or 1.3 times TCE.  This concentration resulted in
a more severe downgrade than initially anticipated.  The rating
agency noted that Synovus' Atlanta and West Florida portfolios
have demonstrated the greatest stress relative to Synovus' other
markets of Georgia, South Carolina, Alabama, and Tennessee.
Moody's views Synovus' capital position as solid with Tier 1 of
11.2% and TCE, calculated under Moody's definition, as a
percentage of risk-weighted assets of 8.9% as of December 31,
2008.  However, Moody's expects that as the credit cycle continues
to unfold, asset quality deterioration could erode Synovus'
currently healthy capital levels.

Synovus' true CRE equals approximately $13 billion, or 4.5 times
TCE, including hybrid equity credit.  Additionally, Synovus'
construction, land, and development exposure is more than one-half
of this amount, which Moody's considers an elevated level.  Over
the last five quarters, Synovus' nonperforming loans have
increased rapidly, reaching $1.8 billion, or 6.3% of loans, at
March 31, 2009.  Synovus' residential construction, development,
and land, which account for about 24% loans, have deteriorated the
most and account for approximately 70% of nonperforming assets.
Moody's expects continued deterioration across CRE categories and
geographies given the recessionary environment.

The rating action is consistent with Moody's announcement that it
is recalibrating some of the weights and relative importance
attached to certain rating factors within its current bank rating
methodologies.  Capital adequacy, in particular, takes on
increasing importance in determining the bank financial strength
rating in the current environment.  (See Moody's special comment
of February 2009 titled "Calibrating Bank Ratings in the Context
of the Global Financial Crisis.")

Moody's last rating action was on March 12, 2009, when Synovus'
ratings were placed on review for possible downgrade.

Synovus Financial Corporation, which is headquartered in Columbus,
GA, reported total assets of $36 billion as of December 31, 2008.

Issuer: Columbus Bank & Trust Company

Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from C+
  -- Issuer Rating, Downgraded to Ba3 from A2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: First Commercial Bank

Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from C+
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Synovus Financial Corp.

Downgrades:

  -- Subordinate Regular Bond/Debenture, Downgraded to B2 from
     Baa1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review


FREDDIE MAC: Prices New $4.5BB 5-Year Reference Notes(R) Security
-----------------------------------------------------------------
Freddie Mac has priced its new 2.500% $4.5 billion five-year USD
Reference Notes(R) security due on April 23, 2014.  The issue,
CUSIP number 3137EACB3, was priced at 99.781 to yield 2.547%, or
65 basis points more than five-year U.S. Treasury Notes.  The
issue settles on April 24, 2009.

The new five-year Reference Notes security was offered via a
syndicate of dealers headed by Deutsche Bank Securities, Inc.,
Goldman Sachs Group and Morgan Stanley.  An application was made
to list the issue on the Euro MTF market of the Luxembourg Stock
Exchange.

Including the current offering, Freddie Mac has issued $30 billion
of Reference Notes securities during 2009 and has approximately
$258 billion in Reference Notes and Reference Bonds(R) securities
outstanding.

         Human Resources Chief Told CFO to Take Time Off

Freddie Mac's Human Resources chief Paul George advised David B.
Kellermann, the Company's acting chief financial officer, to take
time off from work earlier this week, shortly before he was found
dead in his basement in an apparent suicide, James R. Hagerty and
Daniel Fitzpatrick at The Wall Street Journal report, citing
people familiar with the matter.  According to WSJ, the sources
said that Mr. George expressed concern at a meeting on Tuesday
with Mr. Kellermann that he was spending too much time at work and
needed a break.  The sources said that Freddie Mac acting
principal accounting officer Denny Fox and Rob Mailloux, acting
corporate controller, temporarily took over Mr. Kellermann's
duties, WSJ states.

As reported by the Troubled Company Reporter on April 23, 2009,
Mr. Kellermann 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.  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 said in March that investigators have been have been
questioning Freddie Mac officials on possible accounting
violations and other matters in recent months.  There was no
indication that he was a target or that the inquiries were causing
him anguish.  A person familiar with the probe said that Mr.
Kellermann wasn't considered a target of the probe.

WSJ relates that medical examiners already completed an autopsy on
Mr. Kellermann's body, but said that it could take weeks for a
final determination on Mr. Kellermann's cause of death.  WSJ notes
that Mr. Kellermann's suicide motive remains unclear.

Citing a person familiar with the matter, Mr. Kellermann had
recently looked gaunt and tired and colleagues believed he was
spending too much time in the office.

                       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.


FREEDOM COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'CCC-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Irvine, California-based Freedom Communications Inc., including
the corporate credit rating to 'CCC-' from 'CCC+'.  The rating
outlook is negative.

"The downgrade reflects our heightened concerns around the tough
newspaper ad revenue environment, and as a result, our expectation
for the company's performance," said Standard & Poor's credit
analyst Liz Fairbanks.  Two major industry players, Gannett Co.
and The New York Times, recently announced that advertising
revenue at their U.S. publishing assets declined 28% and 27%,
respectively, in the first quarter of 2009.  "While Freedom has
not yet provided financial statements for the fourth quarter of
2008 or the first quarter of 2009," continued Ms. Fairbanks, "we
believe that it is likely that Freedom is experiencing a
deterioration in its newspaper publishing assets that is similar
to that of other industry players."

The downgrade also reflects the uncertainty around the outcome of
negotiations S&P believes the company is having with lenders given
current industry trends.  The company's credit agreement contains
an affirmative covenant, which stipulates that it must file
financial statements with lenders within 90 days of the fiscal
year ended Dec. 31.  S&P does not believe that the company has
provided these financial statements to lenders within the 90-day
period and is, therefore, likely in violation of this covenant.
In addition, on Oct. 6, 2008, the company announced that it had
drawn down the balance of its $300 million senior secured revolver
and had doubts about its ability to report compliance with
financial maintenance covenants for the 12 months ended September
2008.  "Thus, S&P expects that the company will have to negotiate
an amendment or waivers to cure these violations," added Ms.
Fairbanks.


GENERAL GROWTH: 28 Affiliates File for Chapter 11 Bankruptcy
------------------------------------------------------------

Debtor: General Growth Properties Inc.
        110 North Wacker Drive
        Chicago, IL 60606

Bankruptcy Case No.: 09-11977

Debtor-affiliates filing subject to Chapter 11 petitions on
April 22, 2009:

        Entity                                     Case No.
        ------                                     --------
10 CCC Business Trust                              09-12457
20 CCC Business Trust                              09-12458
30 CCC Business Trust                              09-12459
Capital Mall L.L.C.                                09-12462
GGP-Columbiana Trust                               09-12464
GGP- Gateway Mall L.L.C.                           09-12467
Grand Traverse Mall Partners, L.P.                 09-12469
Greenwood Mall L.L.C.                              09-12471
Kalamazoo Mall L.L.C.                              09-12472
Lancaster Trust                                    09-12473
Mondawmin Business Trust                           09-12474
Running Brook Business Trust                       09-12475
Town Center East Business Trust                    09-12476
Burlington Town Center II LLC                      09-12477
GGP-Mall of Louisiana, Inc.                        09-12478
Stonestown Shopping Center Holding L.L.C.          09-12479
Capital Mall, Inc.                                 09-12480
GGP-Gateway Mall, Inc.                             09-12481
GGP-Mall of Louisiana II, L.P.                     09-12482
Grand Traverse Mall Holding, Inc.                  09-12483
Greenwood Mall, Inc.                               09-12484
Kalamazoo Mall, Inc.                               09-12485
Parcit-IIP Lancaster Venture                       09-12486
Parcity L.L.C.                                     09-12487
Parcity Trust                                      09-12488
Park City Holding, Inc.                            09-12489
PC Lancaster L.L.C.                                09-12490
PC Lancaster Trust                                 09-12491

Debtor-affiliates filing subject to Chapter 11 petitions on
April 16, 2009:

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

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

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

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

                     As reported by the Troubled Company Reporter
                     on Dec. 11, 2008, Fitch Ratings, has
                     downgraded the Issuer Default Ratings and
                     outstanding debt ratings of General Growth
                     Properties to 'C' from 'B'.

                     Moody's Investors Service on March 24, 2009,
                     downgraded the ratings on General Growth,
                     certain of its subsidiaries and The Rouse
                     Company LP to C from Ca senior secured bank
                     debt; to C from Ca senior unsecured debt.
                     This concludes Moody's review.

                     See http://www.ggp.com/

Court: Southern District of New York

Judge: Allan Gropper

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

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

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

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

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

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

Total Assets: $29,557,330,000

Total Debts: $27,293,734,000

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

The Debtor's Largest Unsecured Creditors:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Microsoft Licensing GP         trade             S1,189,886
6100 Neil Road, Ste 100
Reno, NV 89511*11]7
ATTN: TOM BAUMBACH
Tel: (425) 882-8080
Fax: (425) 208-2300

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


GENERAL GROWTH: Sec. 341 Meeting Scheduled for May 14
-----------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
the creditors of General Growth Properties, Inc., and its debtor
affiliates on May 14, 2009, at 2:30 p.m. Eastern Time at the
fourth floor at 80 Broad Street, in New York.

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

Attendance by the Debtors' creditors at the meeting is welcome
but not required.  The Sec. 341 meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about their financial affairs and operations that would be
of interest to the general body of creditors.

Meanwhile, Judge Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York will conduct an initial cash
management conference on May 8, 2009, at 11:30 a.m., or as soon
thereafter as counsel may be heard.

During the initial case management conference, Judge Gropper will
consider the efficient administration of the case, which may
include, among others, topics as:

  -- retention of professionals,
  -- creation of a committee review budget and fee requests,
  -- use of alternative dispute resolution,
  -- timetables, and
  -- scheduling of additional case management conferences.

                       About General Growth

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

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

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


GENERAL GROWTH: Proposes AlixPartners as Restructuring Advisor
--------------------------------------------------------------
General Growth Properties Inc. and its debtor affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
allow them to employ AlixPartners, LLP, as their restructuring
advisor.

As the Debtors' restructuring advisor, AlixPartners will:

  * work with the senior management and other employees of the
    Debtors and their advisors to provide financial consulting
    services and restructuring advice;

  * provide support throughout the restructuring, including
    assisting the Debtors in (i) supporting the senior
    management team and finance organization as it plans for and
    works through the restructuring, including cash management,
    business planning, bankruptcy strategy and communication
    with both internal and external constituencies; and (ii)
    later in the Debtors' Chapter 11 cases, formulation and
    negotiation with respect to a plan of reorganization;

  * develop, with management and other advisors to the Debtors,
    contingency plans and financial alternatives in the event an
    out-of-court restructuring cannot be achieved;

  * assist the Debtors in developing a 13-week cash receipts and
    disbursements forecasting tool designed to provide on-time
    formulation related to the Debtors' liquidity;

  * assist the Debtors' investment banker in obtaining and
    compiling information that is needed to present the Debtors
    or one or more business units to prospective purchasers,
    investors or debt holders and to further support those
    efforts by assisting with matters as due diligence and
    obtaining or preparing supplemental information that may be
    required;

  * help to manage those professionals assisting the Debtors in
    the reorganization process as well as those employed by the
    Debtors' stakeholders in an effort to improve coordination
    and ensure that individual work product is consistent with
    the Debtors' overall restructuring goals;

  * assist with the preparation of the statement of affairs,
    schedules and other regular reports required by the Court,
    as well as provide assistance in areas as testimony before
    the Court on matters that are within the firm's area of
    expertise;

  * oversee and assist with the management of the claim and
    claim reconciliation process;

  * assist management with the development of the Debtors'
    revised business plan, and other related forecasts as may be
    required by the bank lenders and other stakeholders in
    connection with negotiations or by the Debtors for other
    corporate purposes;

  * assist in obtaining and presenting information required by
    parties-in-interest during the Debtors' Chapter 11 cases,
    including official committees appointed by the Court and the
    Court; and

  * assist with other matters as may be asked that fall within
    the firm's expertise and that are mutually agreeable.

The Debtors will pay AlixPartners' professionals' customary
hourly rates:

           Professional                 Rate per Hour
           ------------                 -------------
           Managing directors            $685 to $995
           Directors                     $510 to $685
           Vice presidents               $395 to $505
           Associates                    $260 to $365
           Analysts                      $235 to $260
           Paraprofessionals             $180 to $200

The Debtors will also reimburse AlixPartners for expenses
incurred.

Moreover, AlixPartners will earn a Success Fee upon:

  (i) confirmation of a Chapter 11 plan of reorganization,
      sponsored by certain Debtors; or

(ii) closing of a sale substantially all of the assets of GGP
      and certain of its major subsidiaries.

The Success Fee will be $2 million if the Plan is confirmed or
the closing occurs within 15 months of the Petition Date.  The
Success Fee will be reduced to $1.5 million of the Plan is
confirmed or the closing occurs between 15 and 18 months after
the Petition Date.  The Success Fee will be further reduced to
$1.5 million less 20% of the hourly fees incurred by AlixPartners
if the Plan is confirmed or the closing occurs on the 19th month
after the Petition Date.

James Mesterharm, managing director of AlixPartners, relates that
based on a conflicts search conducted, there is no known fact or
situation that would represent a conflict of interest for his
firm with regard to the Debtors.  However, he discloses
information of AlixPartners' connection with parties-in-interest
in the Debtors' bankruptcy cases, which disclosure can be
accessed for free at:

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

Mr. Mesterharm maintains that AlixPartners is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code because his firm and its personnel:

  -- are not creditors, equity security holders, or insiders of
     the Debtors;

  -- are not and were not within two years before the Petition
     Date, directors, officers or employees of the Debtors; and

  -- do not have an interest materially adverse to the interests
     of the Debtors' estates or any class of creditors or equity
     security holders due to any direct or indirect relationship
     to, or interest in the Debtors.

Mr. Mesterharm discloses that during 90 days before the Petition
Date, AlixPartners received from the Debtors $4,367,604 for
professional services performed and expenses incurred.  On
December 5, 2008, AlixPartners also received from the Debtors and
is holding an advance retainer of $300,000 for professional
services.

                       About General Growth

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

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

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


GENERAL GROWTH: Proposes Jenner & Block as Litigation Counsel
-------------------------------------------------------------
General Growth Properties Inc. and its debtor affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
authority to employ Jenner & Block LLP as their special litigation
counsel.

As the Debtors' litigation counsel, Jenner & Block will continue
to advise them with respect to pending litigation, regulatory,
and insurance coverage matters, including:

  * Barnes v. General Growth Properties, et al., in which a
    former GGP employee seeks to bring a class action alleging,
    among other things, that the defendants breached fiduciary
    duties under the Employee Retirement Income Security Act in
    connection with the administration of the Debtors' 401(k)
    savings plan;

  * Zable v. General Growth Properties, et al. wherein a former
    GGP employee seeks to bring a class action alleging, among
    other things, that the defendants breached fiduciary duties
    under ERISA in connection with the administration of the
    Debtors' 401(k) savings plan;

  * Kaminske v. General Growth Properties, et al., wherein a
    former GGP employee seeks to bring a class action alleging,
    among other things, that the defendants breached fiduciary
    duties under ERISA in connection with the administration of
    the Debtors' 401(k) savings plan;

  * Gorham v. General Growth Properties, et al., wherein
    plaintiffs of the class actions seek class action
    certification, compensatory damages in an unspecified
    amount, and an award of costs and expenses;

  * Austin v. Bucksbaum v. General Growth Properties, et al.
    wherein a purported GGP shareholder, has filed a shareholder
    derivative lawsuit in the Chancery Division of the Circuit
    Court of Cook County;

  * Julie M. Reed et al. v. Village of West Dundee et al.,
    wherein alleged residents of West Dundee, Illinois seek to
    enjoin the development of a Wal-Mart retail store in West
    Dundee, Illinois, alleging that the development violates
    certain local property and building ordinances; and

  * an ongoing and confidential regulatory inquiry.

The Debtors will pay Jenner & Block's professionals' customary
hourly rates:

           Professional              Rate per Hour
           ------------              -------------
           Partners                   $525 to $835
           Associates                 $290 to $475
           Paraprofessionals          $140 to $245
           Project Assistants         $130 to $145

The Debtors will reimburse Jenner & Block for expenses incurred.

Before the Petition Date, the Debtors paid Jenner & Block a
$250,000 retainer for the pending Litigation and Regulatory
Matters.  The retainer is drawn upon and replenished on a weekly
basis.  Postpetition, a remainder of the Retainer will constitute
a general, non-evergreen retainer and Jenner & Block will not
draw down on the Postpetition Retainer without first obtaining
Court approval.  Jenner & Block has received $2,840,793 in fees
and $120,347 in expense reimbursement from the Debtors within a
year before the Petition Date.

Jenner & Block will file fee applications with the Court pursuant
to applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules and Local Rules.

Dean N. Panos, Esq., partner at Jenner & Block, submitted to the
Court parties, which his firm no longer represents but
represented within two years before the Petition Date in matters
unrelated to the Chapter 11 cases.  A full-text copy of this
disclosure is available for free at:

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

Mr. Panos believes that any of those current or former
representations will not conflict with Jenner & Block's
representation of the Debtors nor will those representations
likely create a conflict in the future.  Accordingly, he
maintains that Jenner & Block is a "disinterested person" as the
term is defined under Section 101(14) of the Bankruptcy Code.

                       About General Growth

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

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

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


GENERAL GROWTH: Proposes to Honor Prepetition Rent Obligations
--------------------------------------------------------------
In the ordinary course of business, General Growth Properties Inc.
and its affiliates renew and enter into hundreds of commercial
lease agreements with third-party tenants across the United States
on an annual basis.  Pursuant to certain leases, the Debtors are
required to pay Tenant Obligations, including tenant improvement
allowances and landlord build-out related work and commercial
tenant broker fees.

If the Debtors fail to pay Broker Fees it will result in a
default under the applicable lease agreements with tenants and
could damage the Debtors' relationships with their national and
regional tenants and commercial brokers, the Debtors' proposed
counsel, Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in
New York, asserts.

Accordingly, the Debtors seek the Court's authority in the
interim to either pay up to $2 million of prepetition rent
obligations through either cash payment or renegotiated,
modified, or amended lease terms providing for a reduced rental
rate.  Subject to a final hearing, the Debtors seek the Court's
authority to satisfy all remaining prepetition Tenant
Obligations.

Based on their books and records, the Debtors may owe up to
$54 million in potential Tenant Obligations under prepetition
leases that have or will become due in the next two years.  As of
the Petition Date, $19 million of the Tenant Obligations are due
and owing to certain tenants and commercial brokers that have
submitted the required documentation and, thus, triggered the
Debtors' payment obligations under the applicable leases.

Mr. Holtzer stresses that, because of the Debtors' bankruptcy,
tenants may be concerned about the Debtors' ability to pay Tenant
Obligations or renegotiate the lease terms.  He argues that the
continuity and viability of the Debtors' business is largely
dependent on the development and maintenance of the loyalty of
their tenants and commercial brokers and the revenue generated by
tenant rent.  He points out that as the Debtors' intend to assume
most leases, the request will:

  (i) only affect the timing of the payment of the Tenant
      Obligations and should not prejudice the rights of general
      unsecured creditors or other parties-in-interest; and

(ii) avoid a host of tenants filing motions early in the
      Debtors' Chapter 11 cases asking the Debtors to
      prematurely assume or reject the leases or file lift stay
      requests.

The Debtors further ask the Court to authorize the Debtors'
financial institutions to honor, process and pay, to the extent
the funds are available in their accounts, all checks drawn or
electronic fund transfers related to the Tenant Obligations.

                         CWCapital Responds

The Debtors are parties to loan agreements with lenders on
property loans serviced by CWCapital Asset Management, LLC, J.E.
Robert Companies, and Midland Loan Services, Inc.  Rents received
by the Debtors under applicable leases constitute the lenders'
cash collateral.

CWCapital, et al., do not object to the Debtors' Motion but
object to the extent the Debtors seek authority to modify,
circumvent, or avoid (a) their obligations under the loan
agreements to first obtain the lenders' consent in connection
with a Tenant Obligation, or (b) the protections afforded the
lenders under the cash collateral or DIP Financing orders entered
or to be entered in the Debtors' Chapter 11 cases.

Accordingly, CWCapital, et al., ask the Court that any order on
the Motion should clarify that the Debtors do not alter, modify
or affect any Cash Collateral or DIP Orders entered or to be
entered in the Debtors' Chapter 11 cases.

                       About General Growth

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

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

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


GENERAL GROWTH: To Honor Critical Providers Claims
--------------------------------------------------
The ability of General Growth Properties Inc. and its affiliates
to continue the operation of their shopping centers will depend
largely on interrupted, continued access to the services provided
by certain providers of essential services, including (i)
janitorial services, (ii) security services, (iii) fire and alarm
monitoring of the Debtors' Shopping Centers, (iv) vertical
transportation systems, and (v) vendors of promotional or
marketing materials.  The Debtors have $23 million in prepetition
obligations related to critical Shopping Centers services.

On an interim basis, Judge Allan Gropper of the U.S. Bankruptcy
Court for the Southern District of New York authorized the Debtors
to pay $1.7 million to Critical Providers.  Judge Gropper will
consider final approval of the request on May 8, 2009.

In their request, the Debtors intended to pay on an interim
basis, $5 million of critical provider claims, and an additional
$10 million on a final basis.

The Debtors also seek permission from the Court to pay Critical
Provider Claims by entering into an agreement with each Critical
Provider on these terms:

  * in the Debtors' discretion, the Debtors will pay all or
    a portion of the payments due to the Critical Provider for
    prepetition transactions;

  * the Critical Provider agrees, through the earlier of 12
    months after the Petition Date or the effective date of a
    Chapter 11 plan, to be bound by Customary Trade Terms, which
    include payment terms and other applicable terms and
    programs acceptable to the Debtors, so long as the Debtors
    are not then in postpetition default;

  * the Customary Trade Terms will be those trade terms with the
    Critical Provider that was most favorable to the Debtors at
    any time within the 120-day period before the Petition Date;

  * the Critical Provider acknowledges that it has reviewed the
    Motion and any order approving the Motion, and consents to
    be bound by the Motion;

  * the Critical Provider agrees that, to the extent it has
    received payment from the Debtors on a Critical Provider
    Claim, but the Critical Provider subsequently refuses to
    supply services to the Debtors on Customary Trade Terms, the
    Critical Provider will immediately repay to the Debtors any
    payments, without the right of setoff, recoupment, or
    reclamation by the Critical Provider; and

  * the Debtors reserve the right to contest any invoice of a
    Critical Provider on any grounds.

The Debtors will maintain a matrix summarizing (i) the name of
each paid Critical Provider; (ii) the amount paid to each
Critical Provider; and (iii) a brief description of the goods or
services provided by each Critical Provider.  The matrix will
periodically be provided to the United States Trustee for the
Region 2; counsel for any official committee of unsecured
creditors; and counsel to any postpetition lender.  The review of
the matrix by the counsel to any committee and the DIP Lenders
will be limited to professional eyes only.  Moreover, the Motion
should not be construed as an assumption or rejection of any
executory contract between the Debtors and any of the Critical
Providers.  The Debtors, according to their proposed counsel,
Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, are reviewing these matters and reserve all of their rights
with respect to the assumption or rejection of all executory
contracts.

Mr. Holtzer notes that the Debtors' senior management determined
that the services provided by the Critical Providers are
essential to the continuation of the Debtors' operations on a
going-forward basis because:

  (i) certain Critical Providers services on advantageous
      pricing terms obtained through master service agreements
      and established relationships:

(ii) failure to pay the prepetition claims of certain Critical
      Providers would result in a substantial risk that the
      Critical Providers may refuse to provide services to the
      Debtors, which would cripple the Debtors' Shopping Center
      business economically and expose the Debtors' estates to
      unacceptable postpetition risks of health and safety
      issues at a Shopping Center;

(iii) certain Critical Providers may be able to terminate their
      relationship with the Debtors pursuant to applicable
      agreements upon 30 days without an event of default;

(iv) certain Critical Providers would be prohibitively
      expensive, or impossible, to replace; and

  (v) certain of the Debtors' retail lease agreements require
      the Debtors to provide common area maintenance including
      security and janitorial services for tenants.

                       About General Growth

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

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

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


GENERAL GROWTH: Seeks to Tap Miller Buckfire as Fin'l Advisor
-------------------------------------------------------------
General Growth Properties Inc., and its debtor affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York for
permission to hire Miller Buckfire & Co., LLC, as their financial
advisor, nunc pro tunc to April 16, 2009.

As the Debtors' financial advisor, Miller Buckfire will:

  (a) familiarize itself with the business, operations,
      properties, financial condition and prospects of the
      Debtors;

  (b) if the Debtors determine to undertake a transaction and
      Financing, advise and assist the Debtors in structuring
      and effecting the financial aspects of a transaction or
      transactions;

  (c) review and analyze the Debtors' business plans and
      financial projections prepared by the Debtors, including
      testing assumptions and comparing those assumptions to
      historical and industry trends;

  (d) review and analyze the Debtors' liquidity position and
      assist management in identifying areas and means to
      improve and preserve the Debtors' liquidity;

  (e) assist in the determination of a capital structure of the
      Debtors;

  (f) assist in the determination of a range of values for the
      Debtors on a going concern basis;

  (g) attend meetings of the Debtors' Board of Directors at its
      commitments;

  (h) provide financial advice and assistance to the Debtors in
      connection with a sale or in developing and seeking
      approval of a restructuring plan;

  (i) provide financial advice and assistance to the Debtors in
      structuring any new securities to be issued under the
      Plan;

  (j) assist the Debtors or participate in negotiations with
      entities or groups affected by the Plan;

  (k) in connection with a sale, identify potential acquirors
      and, at the Debtors' request, contract those potential
      acquirors;

  (l) assist the Debtors and participate in negotiations with
      potential acquirors; and

  (m) participate in hearings before the Court with respect to
      matters upon which Miller Buckfire has provided advice,
      including coordination with the Debtors' counsel with
      respect to testimony.

The Debtors will pay Miller Buckfire:

  (a) a retainer of $1,2509,000, which will be applied against
      a monthly fee and any other fees or expenses due and
      payable after the filing until exhausted;

  (b) a financial advisory fee of $200,000, which will be due
      and paid by the Debtors upon execution of Miller
      Buckfire's engagement letter;

  (c) a monthly financial advisory fee of $300,000, which will
      be due and paid by the Debtors beginning on January 1,
      2009, and thereafter on the first day of each month during
      the term of Miller Buckfire's engagement.  50% of the
      aggregate monthly advisory fees paid to Miller Buckfire
      after January 1, 2010 will be credited against any
      Completion Fee;

  (d) a completion fee, contingent upon the consummation of a
      Transaction and payable at the closing, equal to
      $22,500,000;

  (e) a Financing fee of 1% of the aggregate amount of a
      commitment for a DIP Financing on the Petition Date, which
      fee will be due and payable upon closing of the DIP
      Financing;

  (f) Financing Fees in respect of any Financing payable upon
      closing equal to:

         (i) 1% of the gross proceeds of any loans issued that
             is secured by a first lien;

        (ii) 3% of the gross proceeds of any loans issued that
             (x) is secured by a second or more junior lien, (y)
             is unsecured and (z) is subordinated; and

       (iii) 5% of the gross proceeds of any equity or equity-
             linked securities or obligations issued.  No fee
             will be payable for a Financing that involves an
             individual or portfolio based rollover, extension,
             modification or refinancing of loans at any of the
             Debtors' project level direct or indirect
             subsidiaries.

  (g) 50% of all Financing fees paid will be credited against
      the Completion Fee.

The Debtors will also reimburse Miller Buckfire for expenses
incurred.  Miller Buckfire will file applications with the Court
pursuant to Sections 330 and 331 of the Bankruptcy Code.

Kenneth A. Buckfire, co-founder and managing director at Miller
Buckfire, maintains that upon review, his firm does not have any
connection with the Debtors, other than this engagement, the
Debtors' creditors, the U.S. Trustee or any other potential
parties-in-interest in the Debtors' Chapter 11 cases.
Accordingly, he assures the Court that Miller Buckfire is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

Mr. Buckfire, however, discloses that Miller Buckfire received
total monthly fees of $1,200,000 for January through April 2009,
and a one-time Financial Advisory Fee of $200,000 in December
2008.  Miller Buckfire also received a retainer of $1,250,000
paid in December 2008, and $44,203 for expenses incurred from
December 2008 through March 2009.  In total, Miller Buckfire
received $2,694,203 before the Petition Date.

                       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: Fiat Eying Stake in Adam Opel
---------------------------------------------
Fiat SpA CEO Sergio Marchionne is in talks with German Economy
Minister Karl-Theodor zu Guttenberg, who is leading the German
government's search for a new investor in General Motors Corp.'s
German subsidiary Adam Opel GmbH, to buy a stake in that unit,
Marcus Walker, Dana Cimilluca, and Stacy Meichtry at The Wall
Street Journal report, citing people familiar with the matter.

A source told WSJ that any potential partnership between Fiat and
Opel depends on the outcome of talks Fiat is holding with Chrysler
LLC for a 20% stake in that company.

WSJ, citing people familiar with the matter, relates that Fiat
approached GM months ago to propose a deal that would have the
firms cooperating in several markets, including Europe and Latin
America.  The sources said that the deal was called Project
Phoenix at GM and wouldn't immediately include collaboration in
the U.S. or Asia, WSJ states.

Roman Kessler at Dow Jones Newswires reports that Germany's IG
Metall labor union is opposing Fiat's possible acquisition of a
stake in Opel, threatening to hold a strike as it fears that a
partnership with Fiat would bring significant layoffs for Opel's
26,000 employees.  The union, says Dow Jones, considers Fiat to be
in bad shape.

Dow Jones relates that the German government said it could step in
with possible state guarantees after it became clear that GM's
European operations needed EUR3.3 billion in guarantees to
survive, but Chancellor Angela Merkel tied any possible state help
for Opel to finding a new investor for the company.

Analysts, pointing to Fiat's liquidity position, wouldn't be able
to stem a possible investment without government guarantees, says
Dow Jones.  The report quoted Unicredit automotive credit analyst
Sven Kreitmair as saying, "Fiat's liquidity is relatively tight
with EUR5.1 billion in cash and marketable securities but
EUR6.0 billion in cash maturities in the next 12 months . . . and
no available committed lines."

"The federal government is in talks with various interested
parties without prejudice.  The talks center around a sound
perspective for workers and the company," Economics Minister Karl-
Theodor zu Guttenberg said in a statement.  Magna International
was also among those interested in Opel, WSJ reports, citing Hesse
state premier Roland Koch.

                      About General Motors

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

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

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

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

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

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

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

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

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

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


GENERAL MOTORS: Will Shut Down 13 North American Assembly Plants
----------------------------------------------------------------
General Motors Corporation reported that, due to certain business
developments, it is scheduling multiple down weeks at 13 assembly
operations in North America.  Under this plan, approximately
190,000 vehicles will be removed from GM's North American
production schedule in the second and early third quarter of this
year.

GM cited three primary reasons for this scheduled downtime:

    -- dealer vehicle inventories are at high levels, given the
       current depressed market;

    -- the shutdown will allow GM the opportunity to bring
       production in line with current market demand; and

    -- the downtime actions also consider the possible production
       implications of the complicated and difficult negotiations
       with Delphi and its debtor in possession lenders.

Citing people familiar with the matter, Carlos Osorio at The
Associated Press relates that GM might halt production at some of
its U.S. factories for up to nine weeks this summer due to
declining auto sales.

"We're taking aggressive steps to accelerate our inventory
initiatives that have worked well since the first of the year.
While sales have been performing at or close to our plan
estimates, and dealer inventories have been reduced accordingly,
we want to more closely align inventories with even more
conservative market assumptions," said Troy Clarke, GM North
America president.  "By reducing our inventories even more
aggressively we reduce pressure on GM and our dealers, and set
ourselves up well for a clean 2010 model year start-up."

GM's Total Confidence program, which reinvents the ownership
experience by providing payment, equity and vehicle protection for
owners and their families, is a strong incentive for customers to
feel comfortable getting back into the new-car market.
Additionally, Federal programs to make credit more available, and
proposals to provide additional consumer incentives such as tax
credits or scrappage programs, could rekindle additional market
demand in the months ahead.

"Our dealers will continue to have plenty of high-quality, fuel-
efficient cars, trucks and crossovers at tremendous value for
customers.  It's still a great time for customers to buy a new GM
vehicle," added Mr. Clarke.

With regard to Delphi, GM has been actively engaged with Delphi
management and the various constituencies involved since the
inception of Delphi's bankruptcy case almost four years ago.  More
recently, in light of adverse developments in the industry, at GM
and at Delphi, GM has been in negotiations with Delphi and its
lenders to arrive at solutions that would ensure GM's source of
supply under fair and reasonable terms.  While GM has proposed a
potential solution that would allow for the successful and rapid
resolution of Delphi's bankruptcy case, its lenders have rejected
this proposal.  Without the successful resolution of this dispute,
it is General Motors' view that Delphi or its lenders could force
GM into an uncontrolled shutdown, with severe negative
consequences for the U.S. automotive industry.

The plant down weeks are staggered and vary in duration, based on
current inventory levels and expected demand for the products.
Corresponding down weeks are also scheduled at GM's stamping and
powertrain facilities.  The scheduling actions do not impact
operations that are in the process of launching new products,
including the all-new Chevrolet Camaro built at Oshawa, Ontario,
Canada and the Buick LaCrosse launching soon at the Fairfax, Kan.
assembly plant.

At the end of March, approximately 767,000 vehicles were in U.S.
dealer stock, down about 108,000 vehicles (or 12 percent) compared
with the same period last year, and down 105,000 vehicles from
year-end 2008.   These new scheduling actions will help reduce
U.S. dealer inventory levels to a level of approximately 525,000
vehicles by the end of July.

          Two Groups Against GM & Chrysler Bankruptcy

Sharon Silke Carty at USA Today reports that the National
Automobile Dealers Association and salaried retirees from GM,
Chrysler LLC, Ford Motor Co. and Delphi Corp. will meet with the
auto task force today in an effort to try to stop the bankruptcy
of GM and Chrysler.  "Bankruptcy will not work, and I don't think
it's a viable option," USA Today quoted NADA chairperson John
McEleney as saying.

According to USA Today, clients told dealers that they won't buy a
vehicle from a carmaker in bankruptcy, even if the bankruptcy is
supposed to be quick.  USA Today notes that with no revenue coming
in, the companies would be sold off in parts.

Citing Veteran Bloomfield Hills bankruptcy attorney Douglas
Bernstein and other experts, Saginaw News relates that it would be
unlikely for GM to breeze in and out of bankruptcy court and a
speedy bankruptcy might not be a good idea.  Saginaw quoted Mr.
Bernstein as saying, "The Company is massive, its operations are
complex, and it has thousands of potential claimants and
interested parties" and so rushing such a complex process could
result in a "rinse and repeat" bankruptcy for GM.

According to Greg Gardner at Detroit Free Press, Michigan Attorney
General Mike Cox said, "I am gravely concerned about the impact of
any bankruptcy filing in a jurisdiction outside Michigan."   The
report states that Mr. Cox suggested that GM and Chrysler
executives consider filing for bankruptcy in Michigan rather than
Delaware or New York as it would be more convenient for creditors
in Michigan.  "The costs for many of these creditors (in Michigan)
to participate in a New York or Delaware bankruptcy is
overwhelming and would undoubtedly lead to unjust bills," the
report quoted Mr. Cox as saying.

Free Press relates that the state of Michigan is a significant
creditor for each of the troubled automakers through:

     -- the Michigan Business and Single Business Tax obligations,
     -- workers' compensation claims,
     -- unemployment insurance, and
     -- environmental regulations.

                      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.


GINA PLAZA: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Gina Plaza, LLC.
        7221 Titonka Way
        Derwood, MD 20855

Bankruptcy Case No.: 09-16120

Chapter 11 Petition Date: April 7, 2009

Court: U.S. Bankruptcy Court District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Greg S. Friedman, Esq.
                  109 North Adams St.
                  Rockville, MD 20850
                  Tel: (301) 738-9994

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

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

A list of the Debtor's 10 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/mdb09-16120.pdf

The petition was signed by Baljit Kochhar, managing member.


GOTTSCHALKS INC: Employee Charged With One Count of Felony Theft
----------------------------------------------------------------
Rachel Feintzeig at The Associated Press reports that Shawn Lee
Jones, a 20-year-old employee at Gottschalks Inc., is being
charged with one count of felony theft after he gave away $2,500
worth of goods.

According to The AP, Gottschalks offered up some added discounts
to clients during the Company's going-out-of-business sale last
week.  The Fairbanks Daily News-Miner relates that instead of
charging clients the prices established by SB Capital Group LLC,
Tiger Capital Group LLC, Great American Group LLC, and Hudson
Capital Partners LLC, Mr. Jones layered on his own personal
discount.  SB Capital, Tiger Capital, Great American, and Hudson
Capital is the joint venture that prevailed at an auction for
Gottschalks' assets, the Fairbanks Daily states.

Citing police Lt. Matt Soden, The AP says that Mr. Jones doled out
the free clothes and unauthorized markdowns to regular or
unsatisfied clients.  Mr. Soden, according to The AP, said that
Mr. Jones had no other connections to the clients.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., will serve as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts as of January 3, 2009.


HASSAW LP: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Hassaw LP
        607 East 49th Street
        Austin, TX 78751

Bankruptcy Case No.: 09-10902

Chapter 11 Petition Date: April 7, 2009

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

Judge: Craig A. Gargotta

Debtor's Counsel: Elizabeth M. Schurig, Esq.
                  100 Congress Ave., 22nd Floor
                  Austin, TX 78701
                  Tel: (512) 370-2732

Total Assets: $2,200,000

Total Debts: $2,118,754

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

The petition was signed by David P. Arscott, president of Hassaw
Homes Inc., the company's general partner.


HUMAN TOUCH: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
corporate credit and senior unsecured ratings on Human Touch LLC
and its wholly owned subsidiary Interactive Health Finance Corp.,
at the request of the issuer.

S&P also withdrew its '6' recovery rating on the company's
$100 million 7.25% senior notes due April 1, 2011.


INTERACTIVE HEALTH: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'D'
corporate credit and senior unsecured ratings on Human Touch LLC
and its wholly owned subsidiary Interactive Health Finance Corp.,
at the request of the issuer.

S&P also withdrew its '6' recovery rating on the company's
$100 million 7.25% senior notes due April 1, 2011.


JOHN JAY SANCHEZ: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: John Jay Sanchez
        Loretta Lynn Sanchez
           aka John Sanchez
           dba Gold Bugs
           dba Standard Lawn Service
        26474 Palomino Ave.
        La Feria, TX 78559

Bankruptcy Case No.: 09-10182

Chapter 11 Petition Date: April 7, 2009

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

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  Malaise Law Firm
                  1265 N Expressway 83
                  Brownsville, TX 78521
                  Tel: 956-547-9638
                  Fax: 956-547-9630
                  Email: evrcourt@malaiselawfirm.com

Total Assets: $1,460,801

Total Debts: $3,317,457

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb09-10182.pdf


JOSEPH SANTORO: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joseph J. Santoro
        11 Quintard Drive
        Port Chester, NY 10573

Bankruptcy Case No.: 09-22551

Chapter 11 Petition Date: April 9, 2009

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

Judge: Adlai S. Hardin Jr.

Debtor's Counsel: Bruce R. Alter, Esq.
                  Alter & Goldman
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 670-0030
                  Fax: (914) 670-0031
                  Email: altergold@aol.com

Total Assets: $1,800,000

Total Debts: $1,049,000

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb09-22551.pdf


JULIE PALMER: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Julie Marie Palmer
           fka Julie Marie Palmer-Mudgett
        PO Box 175
        Powers Lake, WI 53159

Bankruptcy Case No.: 09-24622

Chapter 11 Petition Date: April 9, 2009

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

Judge: James E. Shapiro

Debtor's Counsel: Mark Bromley, Esq.
                  Bromley & Nason
                  W5838 Greening Road
                  Whitewater, WI 53190-4026
                  Tel: 262-495-8530
                  Fax: 262-495-8532
                  Email: bromley.mark@gmail.com

Total Assets: $1,563,048

Total Debts: $1,826,580

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wieb09-24622.pdf


LAMAR ADVERTISING: Tender Offer Won't Affect Moody's Ratings
------------------------------------------------------------
Moody's Investors Service said that Lamar Advertising Company's
ratings are not affected by the company's announcement that it has
completed a tender offer to repurchase a portion of its 2 7/8%
convertible notes due 2010.  Lamar announced that approximately
53.5% ($153.6 million) of the outstanding notes were tendered.
The company's ratings include its Ba3 Corporate Family Rating, Ba3
Probability of Default Rating, Ba1 senior secured bank credit
facility rating, Ba3 senior unsecured bond rating, B2 senior
subordinated bond rating and SGL-2 liquidity rating.  LGD point
estimates were updated to reflect the new capital structure.

In Moody's analysis, Moody's had contemplated that the tender
offer would be fully successful and that none of the 2 7/8% notes
would remain outstanding.  However, with $134 million of the 2
7/8% notes remaining following the tender, there remains some loss
absorption cushion for debt holders senior to those notes which
are at the holding company.  This outcome would otherwise have
resulted in a temporary upgrade of the senior secured bank credit
facility and senior subordinated bond ratings from Ba1 and B2 to
Baa3 and B1, respectively, if Moody's rating committee had not
overridden the LGD modeling template-implied rating outcomes.
Moody's believe that the company will repay the remaining 2 7/8%
notes as scheduled when they mature in December 2010 with
internally generated funds (rather than via refinancing with
similarly junior-ranking debt).  This, in turn, would have
resulted in an implied reversal of the LGD modeling template-
implied ratings had the rating changes been made now.  Hence,
Moody's ratings remain forward looking, and the security ratings
in particular reflect the aforementioned implicit assumption about
the convertible notes repayment and the avoidance of otherwise
temporary rating volatility.

Lamar's ratings continue to reflect its competitive position as a
leading outdoor advertising company in the U.S., strong EBITDA
margins and still healthy free cash flows despite cyclical
economic weakness.  Partially offsetting these credit positives is
Moody's expectation of cyclical increases in debt-to-EBITDA
leverage over the rating horizon and further pressure on Lamar's
operating performance as ad spending remains very weak, with
current visibility suggesting the potential for revenue declines
of nearly 15% in 2009.  Notably, the convertible notes are
included in Lamar's total debt ratio covenant test (following the
recent amendment to the credit agreement) and based on Moody's
projections Moody's anticipate the company's EBITDA cushion could
narrow significantly at the end of 2009.  However, Lamar's SGL-2
liquidity rating reflects Moody's expectation that the company
will use the excess cash on its balance sheet that was raised for
the tender to repay the 2 7/8% notes when they come due, and use
free cash flow to repay outstanding amounts under the revolving
bank facility, in order to maintain adequate cushion under its
financial maintenance covenant tests.

The last rating action for Lamar was on April 8, 2009 when Moody's
changed the company's speculative grade liquidity rating from SGL-
4 to SGL-2.

Lamar's 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 Lamar's core industry and
believes Lamar's ratings are comparable to those of other issuers
with similar credit risk.

Lamar Advertising Company, headquartered in Baton Rouge,
Louisiana, is a leading owner and operator of advertising
structures in the U.S. and Canada.  The company generated revenues
of approximately $1.2 billion in FY 2008.


LANDAMERICA FINANCIAL: 341 Meeting of LAC Creditors Today
---------------------------------------------------------
The United States Trustee for Region 4 will convene a meeting of
the creditors of Debtor LandAmerica Assessment Corporation at
10:00 a.m. Eastern Time, on April 24, 2009, at the Office of the
United States Trustee, Suite 4300, at 701 E. Broad Street, in
Richmond, Virginia.

Meanwhile, the U.S. Trustee will convene a meeting of the
creditors of Debtors LandAmerica Title Company, and Southland
Title Corporation, Southland Title of Orange County and Southland
Title of San Diego Southland Title of San Diego, at 10:00 a.m.
Eastern Time, on May 1, 2009 at the Office of the United States
Trustee, 701 E. Broad Street, Suite 4300, in Richmond, Virginia.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

The meeting may be continued or adjourned from time to time by
notice at the meeting, without further written notice to the
creditors.

                    About LandAmerica Financial

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

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

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

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

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


LANDAMERICA FINANCIAL: Court Extends Exclusive Periods to July 24
-----------------------------------------------------------------
Judge Kevin R. Heunnekens of the U.S. Bankruptcy Court for the
Eastern District of Virgina extends the period within which
LandAmerica Financial Group and its affiliates have the exclusive
right to file a bankruptcy plan by 120 days, through and including
July 24, 2009, and the period within which they have the exclusive
right to solicit votes on the plan by 120 days, through and
including September 22, 2009.

Several parties objected to the Debtors' request to extend their
Exclusive Periods:

(a) LES Committee

The Debtors fail to establish the requisite cause for extending
the exclusive periods to file a plan of reorganization and
solicit acceptances by 120 days, counsel to the Official
Committee of Unsecured Creditors of LandAmerica 1031 Exchange
Services, Inc., Mary A. House, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in Washington, D.C., asserts.

Although LES has met certain of its obligations as a Chapter 11
debtor-in-possession, the LES Committee does not believe that the
compliance warrants an extension of the Exclusive Periods.  This
is particularly true, Ms. House notes, where LES has failed to
take the actions necessary to pursue ripe claims against third
parties, and provide the Court and parties-in-interest with any
reason why a liquidating plan with a litigation trust cannot be
immediately prepared and filed.

(b) LFG Committee

The Official Committee of Unsecured Creditors of LandAmerica
Financial Group, Inc., urged the Court to limit an extension, if
any, of the exclusivity periods to no more than 60 days.  While
the LFG Committee recognizes that the Debtors have spent a great
deal of time and effort since the Petition Date working on
various aspects of the case, several significant considerations
should be weighed when evaluating the Exclusivity Motion.
Specifically, the LFG Committee asserts that ending exclusivity
does not preclude the Debtors from filing a plan.  The LFG
Committee maintains that if the Debtors intend to cooperate with
it to formulate "appropriate plan structures," then no
exclusivity is needed.  Either way, the estate benefits from a
confirmed plan sooner, the Committee says.

The LFG Committee complains that the Debtors' Exclusivity Motion,
seeking an additional 120 days of the Exclusivity Period is
overreaching.

(c) Unofficial Ad Hoc Committee

The Unofficial Ad Hoc Committee of Commingled Exchangers supports
the objections raised by the Committees.

The Court held that any objections to the Motion that have not
been previously withdrawn or otherwise resolved are overruled and
denied.

In a separate order, the Court ruled that, pursuant to Section
365(d)(4) of the Bankruptcy Code, the period within which the
Debtors may assume or reject any of their Leases, is extended
through and including the earlier:

   (i) June 24, 2009, or

  (ii) the date of the entry of an order confirming a plan of
       Reorganization in the Debtors' cases;

provided, however, that the assumption or rejection of Leases
pursuant to a plan of reorganization confirmed prior to June 24
may become effective on the effective date of the plan of
reorganization.

                    About LandAmerica Financial

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

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

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

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

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


LANDAMERICA FINANCIAL: LAC Unit Files Schedules and Statement
-------------------------------------------------------------
LandAmerica Assessment Corporation filed with the U.S. Bankruptcy
Court for the Eastern District of Virginia its schedules of assets
and liabilities and statement of financial affairs, disclosing:

A.   Real Property                                       None
B.   Personal Property                                   None
B.1  Cash on hand
B.2  Bank Accounts
         Bank of America Business, Checking 0567      $131,617
B.3  Security Deposits                                   None
B.4  Household goods                                     None
B.5  Collectibles                                        None
B.6  Wearing apparel                                     None
B.9  Interests in Insurance Policies
         Contractors Pollution Liability Surplus
         Insurance ACE INA Excess and
         Insurance Services, Inc                       Unknown
B.12  Interests in IRA, ERISA or other
      Pension Plans                                       None
B.13  Business Interests and stocks                       None
B.14  Interests in partnerships                           None
B.15  Government and Corporate Bonds                      None
B.16  Accounts Receivable
       Accounts Receivable, Net Of Reserve           1,694,715
B.18  Other Liquidated Debts
       Tax Refund Receivable - Georgia                  20,000
       Tax Refund Receivable - North Carolina           11,861
       Tax Refund Receivable - New Jersey               11,280
       Tax Refund Receivable - Utah                      5,000
B.20  Other Contingent & Unliquidated Claims              None
B.21  Intellectual Property                               None
B.22  Patents                                             None
B.23  General Intangibles                                 None
B.24  Customer lists                                      None
B.25  Vehicles                                            None
B.27  Aircraft and accessories                            None
B.28  Office equipment, furnishings and supplies
       Office Equipment, net of depreciation           176,206
       Leasehold Improvements, net of depreciation      51,161
       Data Processing Equipment, Net Of Depreciation    9,165
       Software, Net of Depreciation                     1,608
B.29  Machinery                                           None
B.30  Inventory                                           None
B.35  Other Personal Property
       Subleased Rent Receivable                        43,659

        TOTAL SCHEDULED ASSETS                      $2,156,272
        ======================================================

C.   Property Claimed as Exempt                           None

D.   Secured Claim                                        None

E.   Unsecured Priority Claims
        Georgia Income Tax Division                    Unknown
        New Jersey Division of Taxation                Unknown
        North Carolina Dept. of Revenue                Unknown
        NYC Dept of Finance                            Unknown
        Utah State Tax Commission                      Unknown

F.   Unsecured Non-priority Claims
        See http://ResearchArchives.com/t/s?3ba6    2,959,303

        TOTAL SCHEDULED LIABILITIES                 $2,959,303
        ======================================================

LandAmerica Assessment also filed its statement of financial
affairs.  G. William Evans, president and chief financial officer
of LandAmerica Assessment, disclosed that the Company earned
$92,145,220 from the operation of its business during the two-year
period before the Petition Date:

        Period                            Amount
        ------                         ------------
        YTD 2009 Revenue                $1,819,250
        FY 2008 Revenue                 26,372,671
        FY 2007 Revenue                 63,953,299

LAC, according to Mr. Evans, made $1,500,836 in payments or
transfers to creditors within 90 days immediately before the
Petition Date.  A list of the Transfers is available for free at:

          http://bankrupt.com/misc/LAC_SOFAs_Ex3b.pdf

Within one year immediately preceding the Petition Date, LAC also
paid insiders an aggregate of $516,825, a list of which is
available for free at http://bankrupt.com/misc/LAC_SOFAs_Ex3c.pdf

Mr. Evans noted that LAC is a party to these lawsuits and
administrative proceedings within one year before the Petition
Date:

Lawsuit Caption                      Nature          Status
---------------                    ----------      ---------
2800 Weston Road, Ltd. v.          Negligence      Settled
LandAmerica Assessment
Corporation, Case No. 0821358

American Capital, Ltd. v.          Negligence      Stayed
LAC, Case No. 8:08-CV-03459-RWT

BVT Institutional Investments,     Negligence      Reduced
Inc., U.S. Retail Income Fund                      to Judgment
VIII-D, LP v. LAC, d/b/a
National Assessment Corporation,
et al., Case No. 2007 EV 003343 D

Grandview Condominium Unit Owners  Negligence      Stayed
Association v. LandAmerica
Financial Group, Inc., et al.
Case No. 080303938

Heritage Owner, LLC, Sunburst      Negligence      Stayed
Heritage, LLC, Heritage Center
Enterprises, LLC, Etzi Heritage,
LLC and Z Heritage, LLC v. LAC
Case No. 74 421 Y 00018 09 JISI

Hospitality Associates of          Negligence      Stayed
Tannersville v. Aaron and Wright
Technical Services and LAC
Civil No. 1807cv2107

Kelly, Ronald T. & Joan P.         Negligence      Stayed
Kelly v. LandAmerica Financial
Group, LAC and LandAmerica
Commercial, Case No.
2:08-cv-03691-LS

LandAmerica Assessment Corp.       Breach of       Dismissed
v. Michael Evans Howell,           Contract
Case No. 08-9390

Montecito Enclave, LLP,            Negligence      Settled
Peninsula on James Island Owners
Association, Inc. and Richard
Tuorto v. Summit Contractors,
Inc., Guggenheim Enclave, LLC,
National Assessment Corporation,
LandAmerica Assessment
Corporation f/k/a National
Assessment Corporation n/k/a
LandAmerica, Steinberg
Collaborative AIA, LLP, Arthur
B. Steinberg, SCA Consulting
Engineers, Bailey Specialties,
Blue Ox Industries, Capital
Materials of Savannah, Davis
Insulation Carolinas, Inc.,
Evans Construction Company,
G. Hammonds Construction, G&P
Contractors, Jimmy Cothran,
Larry Brown, Lowry Construction,
Oscar Flores, Roman Martinez
Painting Company, Skotty
Aluminum Products, and S.L. Frank
d/b/a United Framing
Case No. 06-CP-10-1316

Morgan-McCall, Shontay v.          Employment      Settled
LAC, LandAmerica Financial
Group, Inc., and Karen
Dickey Case No. 07CC12669

Oxford Gardens Fremont
Condominium Association v. CP      Negligence      Stayed
Oxford Gardens, LLC, CP
Investment Fund LP, Carmel
Partners LLC, Carmel Partners
GP, LLC, Oxford Realty NV,
John H. Beatty & Associates,
Donald Campbell, Nolan Zail,
Carmel Partners Investment
Fund, LP, Sansome Street
Partners, LLC, National
Assessment Corporation and
All Team-Mite, Inc.
Case No. RG06-294630

Ramamoorthy, Ramesh, as Special    Negligence      Stayed
Administrator of the Estate of
Majoranjitham Ramamurthy,
Deceased v. Catherine Courts
Management, Inc., Catherine
Courts Condominium, LLC,
Catherine Courts Condominium
Association of Chicago, City
of Chicago, LandAmerica
Commercial Services, d/b/a
Aaron & Wright Technical
Services and MidAmerica
Management Corporation.
Case No. 06 L 6502

Wildcat Synergy Equities,          Negligence      Stayed
LLC v. WK Pegasus, LLC, WK
Holdings, LLC, PMR Companies,
LLC, Property management
Resources, LLC, Julian
Blumenthal, Saul Kuperwasser,
Steven Weinreb, Deborah Hagerman
Charlton and LandAmerica
Assessment Corporation
Case No. 08-ci-5781

LAC has been responsible for contributing to the LandAmerica Cash
Balance Plan with taxpayer identification no. 54-1589611, six
years immediately preceding the Petition Date.

                    About LandAmerica Financial

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

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

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

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

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


LANDAMERICA FINANCIAL: Seeks May 18 LAC Claims Bar Date
-------------------------------------------------------
Now that the assets of Debtor LandAmerica Assessment Corporation
have been sold and LAC is no longer in operation, the Debtor
maintains that it is important for it to be able to ascertain, as
swiftly and fairly as possible, what claims are purportedly
outstanding against it, and the amount, validity and priority of
those claims so that it can quantify its remaining liabilities.

Accordingly, LAC asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to set:

  (a) May 18, 2009, at 4:00p.m. (ET), as the deadline by which
      proofs of claim must be filed by its creditors against
      them;

  (b) September 3, 2009, as the deadline by which governmental
      units must file proofs of claim against the Debtors.

LAC also asks the Court to approve the form and manner of
notice of each Bar Date.  A full-text copy of the Bar Date
Notice, Publication Notice and the Proof of Claim Form is
available for free at:

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

LAC proposes that each creditor must file a proof of claim on or
before the General Bar Date or the Governmental Unit Bar Date, as
applicable, or be forever barred from (a) asserting Prepetition
Claims, (b) participating in any distributions under a plan, (c)
participating in any voting and distribution under any plan of
liquidation that is filed in LAC's Chapter 11 case, and (d)
receiving any further notices regarding the Prepetition Claim.

John H. Maddock III, Esq., at McGuirewoods LLP, in Richmond,
Virginia, asserts that the General Bar Date is necessary to
facilitate the fair and efficient administration of LAC's
estates.  Determining the nature of claims asserted against them
will enable the Debtors to continue their efforts to administer
their estates on an expedited basis, he maintains.

LAC proposes that each person or entity that wishes to assert a
prepetition claim must file an original, written proof of claim
which substantially conforms to the Proof of Claim Official Form
No. 10 so as to be received on or before the applicable Bar Date,
at these addresses:

  (a) if delivered by mail:

       LandAmerica Assessment Corporation
       Claims Processing Center
       c/o Epiq Bankruptcy Solutions, LLC
       FDR Station, P.O. Box 5285
       New York, NY 10150-5285

  (b) if delivered by overnight or hand delivery:

       LandAmerica Assessment Corporation
       Claims Processing Center
       c/o Epiq Bankruptcy Solutions, LLC
       FDR Station, P.O. Box 5285
       New York, NY 10150-5285

Proofs of Claim may not be sent by facsimile, telecopy, or
electronic mail transmission.

Proofs of Claim are deemed timely filed only if they are actually
received on or before the applicable Bar Date.

These creditors holding claims against the Debtors are not
required to file proofs of claims:

   * Any person or entity that has already properly filed with
     the Clerk of the United States Bankruptcy Court for the
     Eastern District of Virginia or Epiq Bankruptcy Solutions,
     LLC, LAC's Claims Agent, a proof of claim against LAC
     utilizing a claim form that substantially conforms to
     Official Form No. 10.

   * Any person or entity (i) whose claim is set forth on the
     Bankruptcy Schedules, (ii) whose claim is not described as
     "disputed," "contingent," or "unliquidated," and (iii) who
     does not dispute the amount or type of the claim for the
     person or entity as set forth on the Bankruptcy Schedules.

   * Claims allowed by an order of the Court entered on or
     before the applicable Bar Date.

   * Claims that have been paid by LAC.

   * Claims of any Debtor against LAC.

   * Claims allowable under Sections 503(b) and 507(a) of the
     Bankruptcy Code as an administrative expense.

   * Claims by a current officer or director of LAC but only to
     the extent the claim is solely for indemnification or
     reimbursement against LAC, provided, further, that any
     current officer or director of LAC who wishes to assert a
     claim that is not for indemnification or reimbursement
     must file the proof of claim on or prior to the General Bar
     Date.

                        Rejection Claims

LAC seeks that any claim arising solely from, or as a
consequence of, the rejection of an unexpired lease or executory
contract of a Debtor be required to be filed by the latest of:

  (a) 20 days after the date of any Court order authorizing the
      Debtors' rejection of the unexpired lease or executory
      contract;

  (b) the date set by any other Court order; or

  (c) the General Bar Date or if applicable, the Governmental
      Unit Bar Date.

LAC seeks that all claims with respect to any other lease or
contract be required to be filed on or before the General Bar
Date, or, if applicable, the Governmental Unit Bar Date.

LAC also proposes to supplement the notice of the Bar Date by
publishing a form of the Bar Date Notice as soon as reasonably
practicable prior to the General Bar Date given relevant
publication submission deadlines, but no later than 20 days prior
to the General Bar Date, once in the Orange County Register and
once in the San Bernardino Sun.

                    About LandAmerica Financial

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

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

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

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

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


LANDAMERICA FINANCIAL: Seeks to Sell LoanCare to Alpine for $6.5MM
------------------------------------------------------------------
Debtor LandAmerica Financial Group, Inc., seeks permission from
the U.S. Bankruptcy Court for the Eastern District of Virginia to
sell its interests in LoanCare Servicing Center, Inc., and LC
Insurance Agency, Inc. and certain tangible assets to Alpine
Equity L.P.  LFG also seeks to subject the proposed sale to
uniform bidding procedures.

Based in Virginia Beach, Virginia, LoanCare is wholly owned
subsidiary of LFG that provides a full range of loan
administration services to clients nationwide.  As of November 30,
2008, LoanCare's loan and seller finance servicing portfolios
totaled 101,761 loans for an unpaid balance of approximately
$13.1 billion.  Shortly after the Chapter 11 filing of LFG,
several rating agencies downgraded LoanCare's residential primary
servicer ratings.  As a result of those downgrades, some of
LoanCare's clients have threatened to decrease or altogether halt
the amount of new business they placed with LoanCare.  While the
majority of LoanCare's existing subservicing loans have not been
moved to another subservicer, the threat of further downgrade due
to LFG's precarious financial position puts the retention of
LoanCare's existing subservicing relationships at risk, according
to the Debtors.

LFG, with the assistance of Zolfo Cooper Management, LLC, its
financial advisors, undertook a marketing effort to solicit
interest in LoanCare.  Of the parties contacted, LFG has
determined that Alpine Equity, L.P., is the best available
stalking horse bidder for the LoanCare Assets based on purchase
price and its willingness to propose a non-contingent deal.

The parties proceeded to negotiate definitive terms of a sale.
The salient terms of the parties' asset purchase agreement are:

   (a) On the closing date, LFG will sell to Alpine Equity the
       LoanCare Stock and certain assets, free and clear of all
       liens, claims, interests, pledges and encumbrances.

   (b) The purchase price of the LoanCare Assets total $6,500,000
       in cash.

   (c) Alpine Equity made a $200,000 good faith deposit,
       currently held in escrow.

   (d) Subject to a "fiduciary out", from March 13, 2009, through
       the date on which the Court enters an order on the Bidding
       Procedures, LFG cannot solicit or initiate, participate in
       discussions or negotiations, furnish information, or enter
       into any agreement with respect to an alternative
       transaction.

   (e) As of the sale closing date through the 1st anniversary of
       the closing date, Alpine Equity will provide to each
       employee who remains employed with a base salary or hourly
       wage rate, which is no less favorable to that employee's
       base salary or hourly wage rate immediately before the
       sale closing date.

   (f) The APA may be terminated by, among others, mutual consent
       of the parties; by either party if a final order
       prohibiting the sale of the Assets is entered; if the
       Bidding Procedures Order is not entered within 40 days
       after March 13, 2009; if the Sale Order is not entered
       within 90 days after March 13, 2009; or a material breach
       of the APA by the parties.

   (g) LFG agree to pay Alpine Equity a $35,000 break up fee if
       it enters into an alternative transaction with a party
       other than Alpine Equity.  It also agrees to pay for
       Alpine Equity's reasonable out-of-pocket and expenses
       incurred in connection with the APA in an amount not to
       exceed $100,000.

   (h) LFG and Alpine Equity enter into a form of a Transition
       Services Agreement to be executed and to take effect at
       Closing, whereby each party agrees to provide the other
       with various transition services while they work together
       to separate the purchased business from those that have
       not been transferred, and migrate services being provided
       by LFG and its remaining subsidiaries to Alpine Equity.

A full-text copy of the Alpine Equity APA is available for free
at http://bankrupt.com/misc/LandAm_LoanCareSPA.pdf

To realize the maximum value for the LoanCare Assets, LFG wants
to subject the sale to these Bidding Procedures:

   (a) Participation Requirements.  Any person that wishes to
       conduct due diligence and participate in the sale process
       must first deliver to LFG: (i) an executed confidentiality
       agreement in form and substance to be provided by LFG; and
       (ii) sufficient documents and information as may be
       requested by LFG to allow it to determine that the bidder
       has financial wherewithal to close on the Sale of the
       Purchased Assets.

   (b) Potential Bidders.  Any person that wishes to participate
       in the bidding process must be a "Potential Bidder," which
       can submit a bona fide offer and can consummate a Sale
       Transaction if selected as a Successful Bidder or Back-Up
       Bidder.

   (c) Due Diligence.  The Debtor may afford each Potential
       Bidder the time and opportunity to conduct reasonable due
       diligence; provided, however, that neither LFG nor any of
       its representatives will be obligated to furnish any due
       diligence information at any time to any person other than
       a Potential Bidder.

   (d) Bid Deadline.  The deadline for a Potential Bidder to
       submit bids is proposed to be May 8, 2009, at 4 p.m.
       Eastern Time.

   (e) Bid Requirements.  All bids must include (i) an executed
       copy of a purchase agreement and any ancillary agreements
       pursuant to which the Potential Bidder proposes to acquire
       the Purchased Assets; (ii) a proposed purchase price, in
       cash, securities or other form of consideration, which is
       determined by LFG to be acceptable and equal to or greater
       than the sum of the purchase price set forth in the Alpine
       Equity Purchase Agreement, the Expense Reimbursement, the
       Break-Up Fee, and $50,000 as initial incremental bid
       amount; (iii) a good faith deposit equal to 3% of the
       proposed purchase price, to be held in escrow and to be
       refunded on the terms set forth in the Bid Procedures; and
       (iv) a redline of the Potential Bidder's proposed purchase
       agreement, marked against the Alpine Equity APA.

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

LFG seeks to hold an auction on May 12, 2009, if more than one
Qualified Bid is received by the Bid Deadline.  It also asks the
Court to hold the sale hearing on May 14, 2009.

LFG believes that the Bidding Procedures provide a fair and
appropriate framework for selling the Purchased Assets and will
enable it, with assistance from Zolfo Cooper, to review, analyze
and compare all bids received to determine which bids are in the
best interests of its estate and creditors.

John H. Maddock III, Esq., at McGuireWoods LLP, in Richmond,
Virginia, says that unless the proposed sale to the Potential
Purchaser is consummated expeditiously, there will be further
deterioration in the value of the LoanCare Stock.  Another
downgrade in rating by the rating agencies could cause a further
deterioration of the value of the LoanCare Stock, he notes.  LFG
and LoanCare believe that if the business is sold in the near
future, the loan servicing team and their accompanying clients
will remain.  However, absent near term certainty that LoanCare
will be sold and continue as a viable going concern, members of
LoanCare's loan servicing teams may leave the company, taking
with them the customer relationships which are the key assets of
the business, LFG avers.

                    About LandAmerica Financial

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

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

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

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

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


LAUREN PAULSON: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lauren John Paulson
        3980 SW 170th Avenue
        Aloha, OR 97007

Bankruptcy Case No.: 09-32439

Chapter 11 Petition Date: April 8, 2009

Court: U.S. Bankruptcy Court District of Oregon

Judge: Randall L. Dunn

Debtor's Counsel: Matthew A. Arbaugh, Esq.
                  610 SW Alder #910
                  Portland, OR 97205
                  Tel: (503) 228-9115
                  Email: matt@fieldjerger.com

Total Assets: $1,036,875

Total Debts: $426,285

A list of the Debtor's 3 largest unsecured creditors is available
for free at http://bankrupt.com/misc/orb09-32439.pdf


LIBERTY GLOBAL: S&P Puts 'B+' Rating on Positive CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed on
CreditWatch with positive implications its 'B+' long-term
corporate credit ratings on U.S.-listed, international cable-TV
operator and broadband services provider Liberty Global Inc. and
its subsidiaries.

"This action reflects our views that Liberty Global's robust
operating performance and recent progress in strengthening its
credit measures, if such trends are deemed to be sustainable,
could lead to a one-notch upgrade to a 'BB-' corporate credit
rating," said Standard & Poor's credit analyst Raam Ratnam.

For the year ended Dec. 31, 2008, LGI's reported revenues
increased to $10.6 billion from $9.0 billion in the previous year.
In addition, the company posted a healthy rise in operating cash
flow generation, which resulted in positive reported discretionary
cash flows of $730 million (in 2007, the group reported negative
DCF of $178 million).  The main growth drivers remain the steady
take-up of double-play and triple-play products (including digital
CATV, telephony, and Internet broadband) and the progressive
migration of its analog subscriber base toward digital services.
These trends should translate into further positive momentum for
the group in the short to medium term because only 38% of LGI's
customers subscribe to more than one service and digital
penetration is relatively low (at about 36% across LGI's markets).

Proportionately consolidating Telenet Group Holdings N.V. and
Jupiter Telecommunications Co. Ltd. on a pro forma basis, the
annualized adjusted EBITDA margin for year-end 2008 increased to
43% from 36% in 2007, and Standard & Poor's expects it to remain
strong in the future.  Proportionately consolidating Telenet and
JCOM (and excluding $466 million of debt at the VTR GlobalCom S.A.
level, which is fully cash collateralized), LGI's total adjusted
debt amounted to $17.4 billion at Dec. 31, 2008 ($16.1 billion at
Dec. 31, 2007).  Consequently, Standard & Poor's-adjusted leverage
decreased to 5.0x at the end of 2008 from 6.3x at the end of the
previous year.

Although S&P recognize upside potential from the 'B+' rating
level, in S&P's view an upgrade is not fully warranted at this
stage.  Standard & Poor's aims to resolve the CreditWatch
placement on the completion of the recent refinancing initiatives
and the announcement of the first-quarter 2009 results.  A key
factor for an upgrade will be the group's ability to sustain its
deleveraging profile in the tough macroeconomic environment.  In
S&P's opinion, the diversified nature of LGI's asset portfolio
with some utility-like CATV business characteristics should enable
the group to post substantial resilience to the global economic
downturn.  An upgrade would also likely be accompanied by
management's intentions to adopt a more prudent financial policy
stance, particularly when it comes to share buybacks in 2009.  In
comparison to $2.2 billion of shares acquired in 2008 alone, the
group has so far announced a $250 million share buyback program in
March 2009.


LKI ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: LKI Enterprises, Inc.
        300 Huey Lenard Loop Road
        West Monroe, LA 71292
        Tel: 318-397-3000

Bankruptcy Case No.: 09-30674

Debtor-affiliates filing separate Chapter 11 petitions:

   Case No.   Affiliate
   --------   ---------
   09-30675   Metalforms Manufacturing Corporation
   09-30677   Metalforms-Superlift Financial, Inc.


Chapter 11 Petition Date: April 8, 2009

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

Judge: Henley A. Hunter

Debtor's Counsel: Rex D. Rainach, Esq.
                  3622 Government St.
                  Baton Rouge, LA 70806
                  Tel: (225) 343-0643
                  Fax: 225-343-0646
                  Email: rainach@msn.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/lawb09-30674.pdf

The petition was signed by Bret Lovett, president.


MAHMOUD A. SABEGH: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Joint Debtors:  Mahmoud A. Sabegh
                Laura K. Sabegh
                12505 Holmes Pt Dr NE
                Kirkland, WA 98034

Bankruptcy Case No.: 09-13840

Chapter 11 Petition Date: April 22, 2009

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Jonathan S. Smith, Esq.
                  11100 NE 8th St Ste 340
                  Bellevue, WA 98004
                  425-452-9797
                  Fax: 425-637-0985
                  Email: jonathan@advantagelegalgroup.com

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

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

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

The petition was signed by the Joint Debtors.


MARKET CENTER EAST: Case Summary & 1 Largest Unsecured Creditor
---------------------------------------------------------------
Debtors: Market Center East Retail Property, Inc.
         c/o Top Terraces, Inc.
         120 Ocean park Blvd. Suyite 606
         Santa Monica, CA 90405

Bankruptcy Case No.: 09-11696

Chapter 11 Petition Date: April 22, 2009

Court: U.S. Bankruptcy Court
       New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtors' Counsel: Daniel J. Behles, Esq.
                  Cuddy & McCarthy, LLP
                  7770 Jefferson NE, Suite 305
                  Albuquerque, NM 87109
                  505-888-1335
                  Fax: 505-888-1369
                  Email: dan@behles.com

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

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

The Company's list of 20 largest unsecured creditors contains only
one item:

    Claimant                    Nature of Claim   Claim Amount
    --------                    ---------------   ------------
    Robert Diener                Attorney fees       $100,000
    122 Ocean Park Blvd., Ste.
    307
    Santa Monica, CA 90405

The petition was signed by Danny Lahave, president of the Company.


MAXIMUM ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Maximum Engineering, Inc
        2295 Las Posas Road
        P.O. Box 3219
        Camarillo, CA 93010
        Tel: (805)484-7474

Bankruptcy Case No.: 09-11243

Chapter 11 Petition Date: April 8, 2009

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

Judge: Robin Riblet

Debtor's Counsel: William E Winfield, Esq.
                  1000 Town Ctr Dr 6 Fl
                  Oxnard, CA 93036
                  Tel: 805-988-8326
                  Email: wwinfield@nchc.com

Total Assets: $1,747,183

Total Debts: $1,278,709

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb09-11243.pdf

The petition was signed by George C. Gamboa, president.


MEDCOM USA: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: MedCom USA Incorporated
                7703 East Earl Drive
                Scottsdale, AZ 85252

Case Number: 09-bk-08104

Type of Business: The Debtor provides web-based program for the
                  healthcare industry in the United States.

                  See http://www.medcomusa.com/

Involuntary Petition Date: April 21, 2009

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Petitioner's Counsel: James M. Laganke, Esq.
                      jameslaganke@aol.com
                      James M. Laganke, PLLC
                      13236 N. 7th St., Suite 4-257
                      Phoenix, AZ 85022
                      Tel: (602) 279-6399
                      Fax: (602) 993-5323

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Card Activation Technologies   line of credit       $788,986
Inc.
53 West Jackson, Suite 1618
Chicago, IL 60640

Absolute Medical Software      line of credit and   $401,000
Systems LLC                    payable
Paymed LLC
PO Box 90358
Henderson, NV 89009

Q1 Management, LLC             accounts payable     $6,000
Bob LeBlanc, Pres
4210 Terrance Pines Drive
Kingwood, TX 281-360-7104

Bob Bleyhl, Pres               accounts payable     $5,000
Claim Remedi, Ine
422 larkfield Center #282
Santa Rosa, CA 95403
Tel: (707) 478-6128

PACS Enterprises', LLC         accounts payable     $5,000
Jim Breland, MGRM
1583 East Silver Star Road
Number 219
Ocoee, FL 34761

Virginia Lopez Rodriguez       accounts payable     $71,000
Altair Technology Inc.
1116 West Blanco
San Antonio, TX78232

Paula Johnson                  payroll              $1,582
2059 Union Blvd.
Apt. 2D
Bay Shore, NY 11706

Sudesh Thaman                  payroll              $2,777
484 Nichols Rd
Hauppauge, NY 11788

Christina Grasso               payroll              $1,321
142 Park Avenue
Babylon, NY 11702

Laura Duckworth                                     $2,075
23602 Brushy Trails
Hockley, TX 77447
Tel: (832) 533-2463

Jennifer Nicoletti             payroll              $1,857
1 Gates Avenue
Brentwood, NY 11717
Tel: (631) 872-2457


MERRILL LYNCH: Treasury Pressured Executives on BofA Merger
-----------------------------------------------------------
New York Attorney General Andrew Cuomo said that then U.S.
Treasury Secretary Henry Paulson had threatened to remove Bank of
America Corp. CEO Kenneth Lewis and the bank's board if the bank
didn't push through with the Merrill Lynch & Co. merger, Chad Bray
at Dow Jones Newswires reports.

Mr. Cuomo, according to Dow Jones, said in a letter to members of
Congress on Thursday that Mr. Paulson made the threat to Mr. Lewis
on December 21, 2008.  Citing Mr. Cuomo, Dow Jones relates that
Mr. Lewis had informed Mr. Paulson on December 17, 2008, that BofA
was planning to invoke a material adverse event clause in the
merger agreement that would let it call off the deal.  Mr. Cuomo
said that Mr. Lewis had learned that Merrill Lynch's financial
condition "had seriously deteriorated at an alarming rate" since
December 8, 2008, Dow Jones states.

Mr. Paulson told the attorney general's office that Federal
Reserve Chairperson Ben Bernanke asked him to make the threat to
remove BofA's management and board, Dow Jones relates.  The
"threat to remove" was meant to convey a message to Mr. Lewis from
the Federal Reserve, Dow Jones says, citing people familiar with
the matter.

Dow Jones quoted Mr. Cuomo as saying, "Lewis admits that Secretary
Paulson's threat changed his mind about invoking the MAC clause
and terminating the deal."  Messrs. Lewis and Paulson then
discussed the possibility of BofA receiving additional government
assistance, Dow Jones says.

According to Dow Jones, Mr. Cuomo said, "Despite the fact that
Bank of America had determined that Merrill Lynch's financial
condition was so grave that it justified termination of the deal
pursuant to the MAC clause, Bank of America did not publicly
disclose Merrill Lynch's devastating losses or the impact it would
have on the merger."  According to Dow Jones, Mr. Lewis said that
the disclosure wasn't up to him and that he was instructed by
Messrs. Paulson and Bernanke not to disclose the information.  The
report quoted Mr. Cuomo as saying, "Prior to the closing of the
deal, Lewis had requested that the government provide a written
agreement to provide additional TARP funding before the close of
the Merrill Lynch/Bank of America merger.  Secretary Paulson
advised Lewis that a written agreement could not be provided
without disclosure."

BofA, according to the December 30 board minutes, was trying to
time its disclosure of Merrill Lynch's losses to coincide with the
announcement of its earnings in January and the receipt of
additional TARP funds, Dow Jones reports, citing Mr. Cuomo.

Liz Rappaport and Dan Fitzpatrick at The Wall Street Journal
relate that Mr. Cuomo urged federal regulators to scrutinize the
pressure applied by Messrs. Paulson and Bernanke to Mr. Lewis.

                          Bank of America

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

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

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

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


MERCURY COMPANIES: Plan Filing Period Extended to April 24
----------------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado has extended Mercury Companies, Inc., and its
affiliated debtors' exclusive periods to propose a plan through
April 24, 2009, and their deadline to solicit acceptances of that
plan to June 23, 2009.

This is the second extension of the Debtors' exclusive periods.

As reported in the Troubled Company Reporter on March 3, 2009,
the Debtors said that it will take some time before they complete
the review of the claims that were filed in its bankruptcy case.

Denver, Colorado-based Mercury Companies Inc. is a holding company
primarily for subsidiaries that until recently were involved in
the settlement services industry, including title services, escrow
services, real estate services, mortgage services, mortgage
document preparation, and settlement services software
development.  Mercury has since wound down or sold its operations.

Mercury Companies filed for Chapter 11 protection on August 28,
2008.  Two months later, six subsidiaries, namely Arizona Title
Agency, Inc., Financial Title Company, Lenders Choice Title
Company, Lenders First Choice Agency, Inc., Texas United Title,
Inc., dba United Title of Texas and Title Guaranty Agency of
Arizona, Inc., also filed voluntary Chapter 11 petitions.  Mercury
The units' cases are jointly administered with Mercury's
(Bankr. D. Colo. Lead Case No. 08-23125).  Daniel J. Garfield,
Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt Farber
Schreck, and Vikki L. Vander Woude, Esq., at Manatt Phelps &
Phillips, represent the Debtors as counsel.  Lars H. Fuller, Esq.,
at Baker Hostetler, represent the official committee of unsecured
creditors appointed in the case.


MGIC INVESTMENT: S&P Assigns 'CCC' Unsolicited Counterparty Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC'
unsolicited counterparty credit and senior debt ratings on MGIC
Investment Corp.  At the same time, S&P assigned its 'C'
unsolicited preferred stock rating on MTG.  The outlook is stable.
The prior interactive ratings (which were the same as the current
unsolicited ratings) were withdrawn at the company's request on
April 8, 2009.

"We assigned the ratings on an unsolicited basis based on our view
that there is sufficient market interest in the issuer and that
there is enough public information available to maintain the
ratings," said Standard & Poor's credit analyst James Brender.

"Our counterparty credit and senior debt ratings on MTG reflect
S&P's concern that the company may be unable to repay $200 million
of senior notes that will mature in September 2011 unless
conditions in the capital markets improve," said Mr. Brender.

The holding company had cash and liquid assets totaling
$395 million as of Dec. 31, 2008.  The holding company's credit
line expires in 2010, and it had $200 million outstanding on the
facility as of Dec. 31, 2008.  S&P expects the disruption in the
credit markets and MTG's operating losses to make it difficult for
the company to renew or replace this facility.  S&P believes the
holding company will pay interest expense of $38 million,
$31 million, and $25 million in 2009, 2010, and 2011,
respectively.  The holding company earned investment income of
$10 million in 2008, and it has minimal operating expenses.

S&P's preferred stock rating on MTG reflects the company's
announcement that it elected to defer interest on its $390 million
subordinated convertible debt offering.  When an issuer elects to
exercise its option to defer interest, it is S&P's policy to lower
the rating on that obligation to 'C'.


MONTOYA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Montoya Enterprises, Inc.
           dba Super Mercado Mexico
           dba Super Mercado Mexico # 1
           fdba Super Mercado Mexico # 4
           dba Super Mercado Mexico # 2
           fdba Super Mercado Mexico # 3
        204 Willow Street
        San Jose, CA 95110

Bankruptcy Case No.: 09-52683

Chapter 11 Petition Date: April 10, 2009

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

Judge: Marilyn Morgan

Debtor's Counsel: Javed I. Ellahie, Esq.
                  12 S 1st St. #600
                  P.O. Box 1638
                  San Jose, CA 95113
                  Tel: (408) 294-0404
                  Email: ellahie@gmail.com

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

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/canb09-52683.pdf

The petition was signed by Noel Montoya, chief executive officer.


MYLES CATANIA: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Myles Catania
        10280 W. La Mancha
        Las Vegas, NV 89149

Bankruptcy Case No.: 09-15409

Chapter 11 Petition Date: April 10, 2009

Court: U.S. Bankruptcy Court District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: William L. McGimsey, Esq.
                  516 So. Sixth Street, Suite 300
                  Las Vegas, NV 89101
                  Tel: (702) 382-9948
                  Email: lawoffices601@lvcoxmail.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/nvb09-15409.pdf


NAT'L SECURITY GROUP: A.M. Best Affirms 'bb' Issuer Credit Rating
-----------------------------------------------------------------
A.M. Best Co. has revised the outlook to negative from stable and
affirmed the financial strength rating (FSR) of B++ (Good) and
issuer credit ratings (ICR) of "bbb" of National Security Group
(National Security) and its member, National Security Fire and
Casualty Company.  A.M. Best also has revised the outlook to
negative from stable and affirmed the ICR of "bb" of National
Security's parent company, The National Security Group, Inc.

Additionally, A.M. Best has affirmed the FSR of B+ (Good) and ICR
of "bbb-" of National Security's wholly owned subsidiary, Omega
One Insurance Company, Inc (Omega One).  Concurrently, A.M. Best
has affirmed the FSR of B (Fair) and ICR of "bb" of the
life/health company, National Security Insurance Company.  The
outlook for these ratings is stable.  All companies are domiciled
in Elba, AL.

The negative outlook of National Security reflects the recent
decline in its risk-adjusted capitalization and continued exposure
to losses from weather-related events.  The group's negative
operating performance in 2008 was largely due to a record
frequency of tornado and windstorm events and hurricane losses,
which are a result of National Security's geographic and product
concentration in the Gulf Coast states.  However, in an effort to
improve underwriting results and minimize the potential impact of
future weather events, management continues to implement coastal
risk reductions, higher deductibles and rate increases.

Additionally, the group reported sizable unrealized capital losses
resulting from unprecedented capital market volatility, which
contributed to its reduction in capitalization.

The ratings of Omega One acknowledge its low underwriting leverage
and generally favorable operating performance.  Partially
offsetting these positive rating factors is the company's limited
business profile, which leaves it susceptible to severe weather-
related losses, as evidenced in 2008.

The ratings of National Security Insurance Company recognize the
limited geographic profile and continued decline in its capital
and surplus due to investment losses.  The ratings also reflect
the company's favorable level of risk-adjusted capitalization and
net operating gain recorded at year-end 2008, although the large
realized capital loss at year end resulted in a net loss for the
fourth consecutive year.


NAT'L SPORTS: Trustee Asks Court to Charge Fees on Artifacts
------------------------------------------------------------
Richard Sandomir at The New York Times reports that the trustee
for National Sports Attraction LLC, doing business as Sports
Museum of America, has asked the Hon. Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of Manhattan to charge
fees to those who provided the Company with artifacts.

According to The NY Times, the trustee wants to charge:

     -- $250 per artifact,
     -- $2,500 for more than 20 pieces, and
     -- plus $750 for every 10 items above 20.

The fees were intended to offset the costs of storage, cataloging,
insurance, and staff involved in returning the artifacts, The NY
Times states, citing Schuyler Carroll, an attorney for the
trustee.  According to The NY Times, the memorabilia came from
collectors, dozens of halls of fame, and sports organizations and
athletes.  The report, citing Mr. Carroll, states that the fees
apply to the artifacts' owners who go through the trustee, and
others can consult their own lawyers.  Mr. Carroll said that if an
owner lent several documents or photographs to National Sports,
they aren't likely to be charged as separate items but would pay a
$250 fee, according to the report.

The NY Times quoted Heisman Trophy Trust President William Dockery
as saying, "I don't know how he has the audacity to demand a fee
so people can go down and get their own property.  Why doesn't the
trustee cut his fees?"  The proposed fees meant the trustee was
holding the artifacts for ransom, The NY Times states, citing
Naismith Memorial Basketball Hall of Fame President John Doleva.

According to The NY Times, Women's Sports Foundation chief program
and planning officer Marj Snyder said, "To think that these
athletes, who, out of the goodness of their hearts, loaned at no
cost to the museum their precious artifacts, and to expect them to
pay to get them back, is outrageous."

The NY Times reports that the deadline to file objections to the
fees is on April 24, 2009, at 4:00 p.m.  Judge Drain will hold a
hearing on the motion on Wednesday, the report states.

National Sports Attraction, LLC, operates an interactive
attraction-based sports museum.  It showcases the history,
grandeur, and significance of various sports with films, multi-
media displays, and interactive exhibits.  The Company was founded
in 2008 and is based in New York, New York.  On March 13, 2009,
National Sports filed a voluntary petition for liquidation under
Chapter 7 in the U.S. Bankruptcy Court for the Southern District
of New York, listing listed assets of $55.6 million and debt
totaling $177.1 million, including $50.9 million in secured
claims.


NATIONWIDE HEALTH: Fitch Raises Preferred Stock Rating From 'BB+'
-----------------------------------------------------------------
Nationwide Health Properties' diversified portfolio of quality,
assisted and independent living facilities, skilled nursing
facilities, continuing care retirement communities, specialty
hospitals, and medical office buildings, combined with its strong
liquidity position, and improved leverage, fixed charge coverage,
and unencumbered asset coverage ratios are the primary drivers for
Fitch Ratings' upgrade of NHP's Issuer Default Rating to 'BBB'
from 'BBB-'.  Fitch remains concerned over the operator
concentration within NHP's portfolio -- NHP's top five operators
represented 40% of its total cash rents in the fourth quarter of
2008 (4Q'08), according to the latest credit analysis update by
Fitch.

Fitch upgraded NHP's IDR to 'BBB' from 'BBB-'on March 12, 2009
with a Stable Outlook.

Fitch has upgraded these ratings:

Nationwide Health Properties, Inc.

  -- IDR to 'BBB' from 'BBB-';
  -- Unsecured bank credit facility to 'BBB' from 'BBB-';
  -- Senior unsecured notes to 'BBB' from 'BBB-';
  -- Preferred stock to 'BBB-' from 'BB+'.


NEXPAK CORP: Employee Retention Plan to Aid Going Concern Sale
--------------------------------------------------------------
Nexpak Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
continue a key employee incentive plan they implemented pre-
bankruptcy.

In March 2009, the Debtors adopted a retention plan for 12
employees whose services are vital to maintaining the going
concern value of their business.  The purpose of the key employee
retention plan was to incentivize the key employees to remain
employed during the period leading to the expected bankruptcy
filing and sale of the Debtors' assets.  Pursuant to the retention
plan, the key employees will receive a lump sum payment equal to
either one month's salary (for hourly employees) or two months'
salary (for salaried employees) only if the employee is terminated
by the Debtors without cause.  The maximum amount of retention
bonuses is $150,000.

The Debtors relate that the key employees will provide their
highest level of services at a time when they know that (i) their
employment with the Debtors will be on a limited duration, and
(ii) the ability to secure future employment is uncertain in these
trying times.

Moreover, the Debtors believe that the going concern sale of the
Debtors' assets can only be accomplished through the efforts of
the key employees.

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.


NOBLE INTERNATIONAL: Can Initially Access Big 3's Cash Collateral
-----------------------------------------------------------------
Hon. Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized, on an interim basis,
Noble International, Ltd., and its debtor-affiliates to:

   a) obtain postpetition financing not to exceed $2,000,000;

   b) use cash collateral; and

   c) grant and affirm, to the extent necessary, the adequate
      protection given to their prepetition lenders.

A final hearing will be held on May 12, 2009, at 10:30 a.m., in
Room 1875, 211 W. Fort St., Detroit, Michigan.  Objections are due
at 5:00 p.m. on May 9.

As reported in the Troubled Company Reporter on April 22, 2009,
the Debtors' principal liabilities as of April 14 aggregate
$118.4 million, consisting of:

   a. a senior secured credit facility -- comprising a $40 million
      revolving loan commitment and a $70 million term loan
      commitment -- pursuant to a Sixth Amended and Restated
      Credit Agreement dated as of Dec. 11, 2006, as amended, with
      Comerica Bank;

   b. a secured $12.50 million term loan provided pursuant to a
      Promissory Note in favor of General Electric Capital
      Corporation;

   c. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd., to HFR RVA Combined Master Trust
      in the principal amount of $1.77 million;

   d. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd., to Whitebox Special Opportunities
      Fund Partners Series B, LP, in the principal amount of
      $3.00 million;

   e. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd. to Whitebox Diversified
      Convertible Arbitrage Partners, LP in the principal amount
      of $1.50 million;

   f. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd., to Whitebox Convertible Arbitrage
      Partners, L.P. in the principal amount of $12.58 million,
      all of which remains outstanding;

   g. One Convertible Subordinated Note, as amended, issued by
      Noble International, Ltd., to Whitebox Combined Partners,
      L.P., in the principal amount of $13.63 million;

   h. One Subordinated Note issued by Noble International, Ltd.,
      to Arcelor USA Holding, Inc., dated August 31, 2007, in the
      principal amount of $15.00 million;

   i. One Convertible Subordinated Note issued by Noble
      International, Ltd., to ArcelorMittal S.A., dated March 20,
      2008, in the principal amount of $50.00 million.

The Debtors also have capital lease obligations of $2.30 million
as of March 31, 2009.  As of the petition date, the Debtors had
trade debt of $25.1 million.

The Debtors urgently require financing and credit in order to fund
day-to-day operations to maintain production for their customers,
including the Customers, which is necessary to preserve the
Debtors' operations and maximize value for all stakeholders.

The Debtors manufacture automotive component parts for sale to the
General Motors Corporation, Ford Motor Company, Chrysler, LLC.
Pursuant to purchase orders and supply contracts with the
Customers, the Debtors are obligated to manufacture component
parts which are either used in the manufacture of motor vehicles,
or incorporated into components sold to motor vehicle
manufacturers or other suppliers to the automotive industry.

On April 15, 2009, the Customers purchased all of Comerica's
existing loans to the Debtors and all Prepetition Loan Documents,
and pursuant to an Administrative Agency Agreement, BBK, Ltd., was
appointed to act as Customers' agent.  Other than the Agent and
Customers, no entities are known to assert an interest in the
Prepetition Working Capital Collateral.

The Customers agreed, among other things, to defer from resourcing
certain Component Parts on specified terms and to provide
$9.69 million postpetition revolving line of credit to the
Debtors, and among other things, the Debtors acknowledged the
Customers' tooling ownership, agreed to cooperate with the
Customers in their resourcing activities if certain milestones are
not met and granted the Customers an option to acquire dedicated
tooling and equipment.

To avoid immediate and irreparable harm, in addition to using cash
collateral of approximately $5.14 million during the next 30 days,
Debtors need to borrow up to $8.67 million from Customers on an
interim basis prior to the time the Court can hold a final hearing
on this Order.

The Court has authorized, on an interim basis, the Customers to
make the postpetition loans under these terms:

   a. Customers will make loans based upon the needs of the Debtor
      as reflected in the Budget.

   b. The Debtors will pay Agent, upon demand, all reasonable fees
      and out-of-pocket costs and reasonable expenses incurred by
      Agent in monitoring, administering or providing financing or
      enforcing its rights and remedies hereunder, including
      without limitation, attorneys' fees and costs, costs and
      fees associated with Bankruptcy Court appearances, all
      liquidation costs, appraisal fees, recording fees, expert
      witness fees, together with all reasonable expenses and fees
      incurred in connection with any litigation arising under or
      in connection with this Order or in connection with or
      related to the financing being provided hereunder.

   c. None of the postpetition loans may be used to object to,
      contest or raise any defense to the validity, perfection,
      priority, extent or enforceability of the prepetition loans,
      the postpetition loans, the liens securing the prepetition
      loans or the postpetition loans, or any claims, liens and
      security interests in favor of Agent or Customers with
      respect to the prepetition loans or the postpetition loans,
      nor to assert any claims, counterclaims, defenses or causes
      of action against Agent or the Customers.

   d. The Debtors must use cash collateral and the postpetition
      loans consistent with the terms of the budget agreed upon by
      the Customers and Debtors, subject to these limitation:
      professional fees and amounts allocated for employee
      incentive and similar payments will not exceed the
      applicable aggregate amounts for such categories of expenses
      in the Budget.  The Customers and Agent hereby agree that
      generated from the Excess Proceeds may be used by the
      Debtors to supplement the amounts contained in the Budget on
      a dollar for dollar basis and will not be required to be
      used to pay down the prepetition loans or postpetition
      loans.

Absent a written extension from Customers the postpetition loans
will be due on the earliest of: (a) May 31, 2009; (b) written
notice of an Event of Default by the Debtor; (c) the closing of a
sale of Debtors' roll forming operations; or (d) the effective
date of any confirmed Plan of Reorganization.

To secure Debtors' obligations on account of the postpetition
loans, together with interest, and lender expenses, and as
adequate protection for the Customers' interest, Agent, for the
benefit of the Customers, is granted:

   -- a perfected lien and security interest in any and all
      property of each Debtor's estate;

   -- a lien and security interest, junior in priority and right
      of payment only to the Existing Liens, in any and all
      property of each Debtor.

For certainty, the security interests and liens granted to Agent
will be:

   a. a lien and security interest in the Prepetition Assets
      junior in priority only to the Existing Liens;

   b. a first priority lien and security interest in the
      Postpetition Assets; and

   c. a first priority lien and security interest in any of the
      Collateral that is not otherwise subject to a lien,
      including in any transfers or lien preserved for the benefit
      of the estate.

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

               http://ResearchArchives.com/t/s?3bb8

                     About Noble International

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E. D. Mi. Case No. 09-51720).
The Debtors' financial condition as of January 10, 2009, showed
total assets of $190,763,000 and total debts of $38,691,000.


NEW YORK TIMES: Downgraded by S&P on 79% Plunge in EBITDA
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating for The New York Times Co., as well as its issue-level
rating on the company's senior unsecured debt, to 'B+' from 'BB-',
and placed them on CreditWatch with negative implications.

Bloomberg's Bill Rochelle notes that the new S&P rating is one peg
below the rating assigned in January by Moody's Investors Service.

"The ratings downgrade reflects our current expectation that, in
2009, total ad revenue is likely to decline more than in the mid-
teens percentage area, EBITDA is likely to decline more than 30%,
and EBITDA coverage of cash interest is likely to fall below 3x,"
said Standard & Poor's credit analyst Emile Courtney.  "The
previous 'BB-' rating incorporated expectations for declines that
would not exceed these parameters.  The CreditWatch listing
reflects the long U.S. recession, which continues to meaningfully
exacerbate secular rates of ad revenue decline -- more so than S&P
expected even a few months ago -- and uncertainty about when these
declines could potentially begin to moderate."

The New York Times reported that first-quarter 2009 total ad
revenue declined 27% and that EBITDA (before severance and special
items) declined 79%.  By S&P's measure, which is after severance
costs, EBITDA was negative in the first quarter.  The ad revenue
outlook is a significant concern for the rating because of the
worsening trend's negative impact on EBITDA and cash flow
generation, notwithstanding successful actions so far in 2009 by
the company that have improved its near-term maturity and
liquidity profile:

  -- In January 2009, the company entered into a private financing
     agreement with Banco Inbursa and Inmobiliaria Carso for an
     aggregate amount of $250 million in 14.053% senior notes due
     2015;

  -- In February 2009, the company suspended its common dividend,
     which had totaled more than $132 million annually; and

  -- In March 2009, the company entered into a sale-leaseback
     transaction for $225 million for part the space the company
     owns in its headquarters building.

The company used the proceeds from financing transactions to repay
revolver balances, retire about $50 million in medium-term notes
due November 2009, and redeem $250 million in notes due March
2010.  The New York Times is expected to have sufficient
availability under its revolver to repay the remaining $50 million
medium-term notes issue due November 2009, and does not have
another meaningful maturity until its revolver is due in 2011.

In resolving S&P's CreditWatch listing, S&P will assess its
intermediate-term earnings expectation for the company and the
related impact on credit measures and cash flow generation.  The
review will incorporate The New York Times' anticipated cost
reductions, the possibility for additional asset sales, and S&P's
assessment for a potential moderating pace of ad revenue decline
when the U.S. economy begins to recover.


NOBLE INTERNATIONAL: Has Until May 20 to file Schedules and SOFAs
-----------------------------------------------------------------
Hon. Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan extended until May 20, 2009, Noble
International, Ltd., and its debtor-affiliates' time to file their
schedules of assets and debts and statement of financial affairs.

The Debtors related that they couldn't complete their schedules &
statements within the prescribed 15-day period due to the
complexity of their businesses, and the restructuring matters that
have consumed the attention of their key personnel and
professionals.  The Debtors have thousands of creditors and
parties-in-interest.

Headquartered in Warren, Michigan, Noble International, Ltd. --
http://www.nobleintl.com/home.html/-- provides flat, tubular,
shaped and enclosed formed structures to automotive original
equipment manufacturers and their suppliers, for use in automobile
applications, including doors, fenders, body side panels, pillars,
bumpers, door beams, load floors, windshield headers, door tracks,
door frames, and glass channels.

Noble International and its affiliates filed for Chapter 11
protection on April 15, 2009 (Bankr. E. D. Mi. Case No. 09-51720).
The Debtors' financial condition as of January 10, 2009, showed
total assets of $190,763,000 and total debts of $38,691,000.


NOLAN JAMES RYAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nolan James Ryan
        3039 West Peoria Ave C102#115
        Phoenix, AZ 85029

Bankruptcy Case No.: 09-06937

Chapter 11 Petition Date: April 8, 2009

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

Judge: Charles G. Case II

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  DeConcini McDonald Yetwin & Lacy, PC
                  7310 N 16TH ST #330
                  Phoenix, AZ 85020
                  Tel: 602-282-0472
                  Fax: 602-282-0520
                  Email: lhirsch@dmylphx.com

Total Assets: $1,466,140

Total Debts: $2,393,440

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb09-06937.pdf


NORTEK INC: S&P Junks Corporate Credit Rating From 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Nortek Inc. to 'CCC' from 'B-'.  At the
same time, S&P lowered the issue-level rating on Nortek's
$750 million senior secured notes due 2013 to 'CCC' from 'B'.  The
recovery rating on this debt was revised to '3' from '2',
indicating meaningful (50%-70%) recovery in the event of a payment
default.

Also, the issue-level rating on Nortek's senior subordinated notes
due 2014 were lowered to 'CC' from 'CCC', with a recovery rating
of '6', which indicates S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.  The outlook is
negative.

S&P also raised the corporate credit rating on Nortek's parent
company, NTK Holdings Inc., to 'CC' from 'SD' and lowered the
issue-level rating on NTK Holdings' $400 million senior discount
notes due 2012 to 'C' from 'CCC'.  The recovery rating on this
debt remains '6', indicating S&P's expectation of negligible (0%
to 10%) recovery in the event of a payment default.

"These rating actions reflect our expectations that NTK Holdings
and Nortek's ability to service its current capital structure over
the next year will be challenged as difficult operating conditions
are likely to continue due to depressed new residential
construction markets and an expected decline in remodeling and
commercial construction activity," said Standard & Poor's credit
analyst Tobias Crabtree.

NTK Holdings is dependent on distributions from Nortek to meet its
debt obligations, and recently disclosed that there is a
substantial likelihood that Nortek may choose not to make a
distribution sufficient to enable NTK Holdings to make the
$147.4 million payment due in March 2010 on its 10.75% senior
discount notes.  As a result, Standard & Poor's believes that NTK
Holdings could seek a restructuring of its debt obligations in
order to reduce its heavy debt and interest burden.


NORTHEAST BIOFUELS: Auction for Assets Delayed Until May
--------------------------------------------------------
The Hon. Margaret Cangilos-Ruiz of the United States Bankruptcy
Court for the Northern District of New York issued an ex parte
order modifying the deadlines for (i) submission of bids for the
assets of Northeast Biofuels LP and its debtor-affiliates, (ii)
conduct of auction, and (iii) hearing on the approval of the sale.

                     Original Date    New Date
                     --------------   ------------
    Bid deadlines    April 21, 2009   May  7, 2009
    Auction          April 23, 2009   May 12, 2009
    Sale Hearing     April 29, 2009   May 19, 2009

Objections to approval of any prevailing bid, if any, are due
May 14, 2009, Judge Cangilos-Ruiz said.  To recall, the Court
approved the bidding procedures to govern the sale of the Debtors'
assets on March 20, 2009.

Before Judge Cangilos-Ruiz issued the order, New York State Fence
Inc. and Atlantic Contracting & Specialties LLC objected the sale
of the Debtors' interest in real property subject to their
mechanic's lien without recognition through an order of the Court
that both hold a fully secured claim.  Each of the creditors
asserted a mechanic lien on the Debtors' interest in real property
in the Town of Volney, Oswego, New York.

As reported in Troubled Company Reporter on March 13, 2009, the
Debtors have prepared a form of an asset purchase agreement
providing for the purchase and sale of their assets.  The use of a
uniform agreement will enable the Debtors, the steering committee,
and the Official Committee of Unsecured Creditors to compare and
contrast the differing terms of any bids that they may be received
before the bid deadline.

Jeffrey A. Dove, Esq., Menter, Rudin & Trivelpiece, P.C., related
the Debtors have not selected a "stalking horse" bidder.  The
deal contemplates a sale of the Debtors' assets, free and clear of
liens, claims, encumbrances and other interests, Mr. Dove noted.

The agreement contains the following material terms:

   a) Purchased Assets:    The facility, and all related
                           additions, fixtures as well as all
                           equipment and machinery owned by the
                           Debtors, and the right to pursue the
                           Lurgi Claims;

   b) Assumed Contracts:   each bidder is entitled to select the
                           executor contracts and unexpired
                           leases that the bidder desires to
                           acquire;

   c) Purchase Price:      paid in immediately available funds at
                           closing;

   d) Assumed Liabilities: include "cure" payments under assumed
                           contracts, post-closing liabilities
                           under assumed contracts, and section
                           1146(a) claims that may arise from the
                           sale, certain employee-related
                           liabilities and post-closing
                           liabilities related to or arising from
                           the purchased assets or the Business;

   e) Required Cash
      Deposit:             10% of the Initial Bid;

   f) Postclosing
      Indemnification by
      Debtor:              none; and

   g) Excluded Assets to include all cash, accounts receivable,
      and Chapter 5 causes of action.

The Debtors have tap FTI Consulting Inc. to assist them in their
efforts to market their assets.

A full-text copy of the Debtors' asset purchase agreement is
available for free at http://ResearchArchives.com/t/s?3a3a

Headquartered in Fulton, New York, Northeast Biofuels LP aka
Northeast Biofuels LLC -- http://www.northeastbiofuels.com--
Operate as ethanol plants.  The company and two of its affiliates
filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D.
N.Y. Lead Case No. 09-30057).  Jeffrey A. Dove, Esq., at Menter,
Rudin & Trivelpiece, P.C., represents the Debtors in their
restructuring efforts.  Blank Rome LLP will serve as the Debtors'
counsel.  The U.S. Trustee for Region 2 appointed creditors to
serve on an Official Committee of Unsecured Creditors.  Sara C.
Bond, Esq., and Stephen A. Donato, Esq., Bond, Schoeneck & King,
PLLC, represent the Committee.  When the Debtors filed for
protection from their creditors, they listed assets and debt
between $100 million to $500 million each.


NV BROADCASTING: S&P Downgrades Corporate Credit Rating to 'CCC'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Atlanta, Georgia-based NV Television
LLC and its affiliates, NV Broadcasting LLC and Parkin
Broadcasting LLC.  The corporate credit rating was lowered to
'CCC' from 'CCC+', and the rating outlook is negative.

At the same time, S&P revised its recovery rating on the company's
first-lien credit facilities to '4', indicating S&P's expectation
of average (30% to 50%) recovery in the event of default, from
'3'.

"The ratings downgrade reflects our concern about NV Television's
declining EBITDA and the high probability of a covenant breach in
the first quarter of 2009," said Standard & Poor's credit analyst
Deborah Kinzer.  "The negative rating outlook reflects our
uncertainty about whether the company will be able to afford a
covenant waiver or meet potential interest rate increases and
other fees that would likely accompany an amendment of its credit
agreement."

The 'CCC' rating reflects the TV broadcaster's elevated debt
leverage, its narrow cash flow diversification, its negative
discretionary cash flow because of high interest expense, a very
thin margin of bank covenant compliance, and TV broadcasting's
mature revenue growth prospects.

NV Television operates 13 TV stations in nine small and midsize
markets ranked from No. 22 (Portland, Ore.) to No. 192 (Bend,
Ore.).  Most of the company's stations are affiliated with the top
four networks.  Two markets contribute more than half of total
broadcast cash flow, which increases the impact of regional
economic volatility on ad demand and on the company's financial
performance.

In the fourth quarter of 2008, EBITDA rose 3.2% on 0.5% revenue
growth year over year, pro forma for the November 2007 acquisition
of Montecito Broadcast Group.  Political ad revenue, mainly from
the Portland, Oregon, Youngstown, Ohio, and Mason City, Iowa
markets, offset a 21% decline in local and national ad revenue.
Lower corporate expense contributed most of the EBITDA growth, as
the company allocated expenses for certain strategic activities to
its ultimate holding company parent.  The EBITDA margin was 30.6%
in 2008, up from 28% pro forma in 2007.  EBITDA coverage of cash
interest was thin, at 1.3x in 2008, but EBITDA coverage of total
interest was only breakeven, at 1.0x.

Debt to EBITDA remained very high, at 11x as of Dec. 31, 2008.
The company's financial structure at the time it acquired
Montecito Broadcast Group in late 2007 was predicated on steady
growth in revenue and EBITDA, which S&P does not believe is
achievable, given the current ad recession.  S&P is concerned that
slowing local and national ad revenues and the lack of political
ad revenue will cause significant EBITDA deterioration in 2009, a
non-election year.  Discretionary cash flow remained negative in
2008 because of working capital usage, high interest expense, and
weak EBITDA.  S&P expects the company to have difficulty achieving
break-even discretionary cash flow because of its high debt burden
and declining EBITDA.


NV TELEVISION: S&P Downgrades Corporate Credit Rating to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Atlanta, Georgia-based NV Television
LLC and its affiliates, NV Broadcasting LLC and Parkin
Broadcasting LLC.  The corporate credit rating was lowered to
'CCC' from 'CCC+', and the rating outlook is negative.

At the same time, S&P revised its recovery rating on the company's
first-lien credit facilities to '4', indicating S&P's expectation
of average (30% to 50%) recovery in the event of default, from
'3'.

"The ratings downgrade reflects our concern about NV Television's
declining EBITDA and the high probability of a covenant breach in
the first quarter of 2009," said Standard & Poor's credit analyst
Deborah Kinzer.  "The negative rating outlook reflects our
uncertainty about whether the company will be able to afford a
covenant waiver or meet potential interest rate increases and
other fees that would likely accompany an amendment of its credit
agreement."

The 'CCC' rating reflects the TV broadcaster's elevated debt
leverage, its narrow cash flow diversification, its negative
discretionary cash flow because of high interest expense, a very
thin margin of bank covenant compliance, and TV broadcasting's
mature revenue growth prospects.

NV Television operates 13 TV stations in nine small and midsize
markets ranked from No. 22 (Portland, Ore.) to No. 192 (Bend,
Ore.).  Most of the company's stations are affiliated with the top
four networks.  Two markets contribute more than half of total
broadcast cash flow, which increases the impact of regional
economic volatility on ad demand and on the company's financial
performance.

In the fourth quarter of 2008, EBITDA rose 3.2% on 0.5% revenue
growth year over year, pro forma for the November 2007 acquisition
of Montecito Broadcast Group.  Political ad revenue, mainly from
the Portland, Oregon, Youngstown, Ohio, and Mason City, Iowa
markets, offset a 21% decline in local and national ad revenue.
Lower corporate expense contributed most of the EBITDA growth, as
the company allocated expenses for certain strategic activities to
its ultimate holding company parent.  The EBITDA margin was 30.6%
in 2008, up from 28% pro forma in 2007.  EBITDA coverage of cash
interest was thin, at 1.3x in 2008, but EBITDA coverage of total
interest was only breakeven, at 1.0x.

Debt to EBITDA remained very high, at 11x as of Dec. 31, 2008.
The company's financial structure at the time it acquired
Montecito Broadcast Group in late 2007 was predicated on steady
growth in revenue and EBITDA, which S&P does not believe is
achievable, given the current ad recession.  S&P is concerned that
slowing local and national ad revenues and the lack of political
ad revenue will cause significant EBITDA deterioration in 2009, a
non-election year.  Discretionary cash flow remained negative in
2008 because of working capital usage, high interest expense, and
weak EBITDA.  S&P expects the company to have difficulty achieving
break-even discretionary cash flow because of its high debt burden
and declining EBITDA.


OLSEN'S MILL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Olsen's Mill, Inc.
        W2003 Stae Rd. 21
        Berlin, WI 54923

Bankruptcy Case No.: 09-24522

Chapter 11 Petition Date: April 8, 2009

Debtor Dismissed: April 9, 2009

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

Judge: Pamela Pepper

Debtor's Counsel: Paul G. Swanson, Esq.
                  107 Church Avenue
                  P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: 920-426-0456
                  Email: pswanson@oshkoshlawyers.com

Estimated Assets: $0 to $50,000

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wieb09-24522.pdf

The petition was signed by David Olsen, president.


PACKAGING DYNAMICS: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Chicago,
Illinois-based Packaging Dynamics Corp.  S&P lowered the corporate
credit rating to 'B' from 'B+'.  At the same time, S&P placed all
ratings on CreditWatch with negative implications.

According to Bloomberg's Bill Rochelle, S&P's action April 22
matched the downgrade issued a year ago by Moody's Investors
Service.

The downgrade and CreditWatch listing reflect S&P's continuing
concerns regarding the weak U.S. economy and its likely effect on
demand for the company's products.

"S&P expects that economic conditions will continue to pressure
Packaging Dynamics' operating performance for at least the next
few quarters, and that credit metrics will remain more in line
with the new ratings until there is a substantial turnaround,
which S&P is not anticipating until 2010," said Standard & Poor's
credit analyst Andy Sookram.

In resolving the CreditWatch listing, S&P will meet with
management and evaluate its near-term operating and financial
strategies in light of the challenging market conditions.


PARKIN BROADCASTING: S&P Cuts Corporate Credit Rating to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and issue-level ratings on Atlanta, Georgia-based NV Television
LLC and its affiliates, NV Broadcasting LLC and Parkin
Broadcasting LLC.  The corporate credit rating was lowered to
'CCC' from 'CCC+', and the rating outlook is negative.

At the same time, S&P revised its recovery rating on the company's
first-lien credit facilities to '4', indicating S&P's expectation
of average (30% to 50%) recovery in the event of default, from
'3'.

"The ratings downgrade reflects our concern about NV Television's
declining EBITDA and the high probability of a covenant breach in
the first quarter of 2009," said Standard & Poor's credit analyst
Deborah Kinzer.  "The negative rating outlook reflects our
uncertainty about whether the company will be able to afford a
covenant waiver or meet potential interest rate increases and
other fees that would likely accompany an amendment of its credit
agreement."

The 'CCC' rating reflects the TV broadcaster's elevated debt
leverage, its narrow cash flow diversification, its negative
discretionary cash flow because of high interest expense, a very
thin margin of bank covenant compliance, and TV broadcasting's
mature revenue growth prospects.

NV Television operates 13 TV stations in nine small and midsize
markets ranked from No. 22 (Portland, Ore.) to No. 192 (Bend,
Ore.).  Most of the company's stations are affiliated with the top
four networks.  Two markets contribute more than half of total
broadcast cash flow, which increases the impact of regional
economic volatility on ad demand and on the company's financial
performance.

In the fourth quarter of 2008, EBITDA rose 3.2% on 0.5% revenue
growth year over year, pro forma for the November 2007 acquisition
of Montecito Broadcast Group.  Political ad revenue, mainly from
the Portland, Oregon, Youngstown, Ohio, and Mason City, Iowa
markets, offset a 21% decline in local and national ad revenue.
Lower corporate expense contributed most of the EBITDA growth, as
the company allocated expenses for certain strategic activities to
its ultimate holding company parent.  The EBITDA margin was 30.6%
in 2008, up from 28% pro forma in 2007.  EBITDA coverage of cash
interest was thin, at 1.3x in 2008, but EBITDA coverage of total
interest was only breakeven, at 1.0x.

Debt to EBITDA remained very high, at 11x as of Dec. 31, 2008.
The company's financial structure at the time it acquired
Montecito Broadcast Group in late 2007 was predicated on steady
growth in revenue and EBITDA, which S&P does not believe is
achievable, given the current ad recession.  S&P is concerned that
slowing local and national ad revenues and the lack of political
ad revenue will cause significant EBITDA deterioration in 2009, a
non-election year.  Discretionary cash flow remained negative in
2008 because of working capital usage, high interest expense, and
weak EBITDA.  S&P expects the company to have difficulty achieving
break-even discretionary cash flow because of its high debt burden
and declining EBITDA.


PATRICIA MENDEZ: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Patricia E. Mendez
        5353 Jennifer Drive
        Fairfax, VA 22032

Bankruptcy Case No.: 09-12744

Chapter 11 Petition Date: April 9, 2009

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

Judge: Robert G. Mayer

Debtor's Counsel: Michael R. Strong, Esq.
                  7202 Arlington Blvd., Suite 202
                  Falls Church, VA 22042
                  Tel: 703-204-2040
                  Fax: 703-204-1979
                  Email: stronglawfirm@msn.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 4 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb09-12744.pdf


PIERBOWL HOLDING CORPORATION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Pierbowl Holding Corporation
         1349 Laurel Way
         Beverly Hills, CA 90210

Bankruptcy Case No.: 09-19155

Chapter 11 Petition Date: April 22, 2009

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Kenderton S. Lynch, Esq.
                  2029 Century Pk E Ste 900
                  Los Angeles, CA 90067
                  310-772-0034
                  Fax: 310-771-0121
                  Email: kenlynchlaw@aol.com

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

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

The Company said in a document attached to its petition that it
does not have unsecured creditors who are non-insiders.

The petition was signed by Timothy D. Imirie, president of the
Company.


PENN NATIONAL: S&P Changes Outlook to Stable; Affirms 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Wyomissing, Pennsylvania-based Penn National Gaming Inc. to stable
from negative.  S&P affirmed its 'BB-' corporate credit rating on
the company, as well as all issue-level ratings on the company's
debt.

In addition, S&P revised its recovery rating on Penn National's
senior subordinated debt to '4', indicating the expectation of
average (30% to 50%) recovery for debtholders in the event of a
payment default, from '3'.  The revised recovery rating reflects a
reduction in S&P's assumed emergence EBITDA multiple to 7.0x from
7.5x due to the challenging operating conditions in the gaming
sector.

"The outlook revision reflects S&P's expectation that while the
pullback in consumer discretionary spending will continue to
challenge Penn National's operating performance, the company will
benefit from a business model focusing on regional gaming
markets," said Standard & Poor's credit analyst Ben Bubeck.

S&P expects regional gaming markets to perform more favorably over
the next several quarters than destination-oriented markets, such
as the Las Vegas Strip and Atlantic City.  This trend has been
apparent during the first few months of 2009, as gaming markets
such as Louisiana, Mississippi, and West Virginia have posted
year-over-year revenue declines in the low- to mid-single-digit
percentage area, while the Las Vegas Strip and Atlantic City have
posted revenue declines in the high-teens percentage area.

In addition, while S&P expects management to continue to actively
pursue acquisition targets across the gaming sector, S&P believes
that Penn National's large cash position, along with S&P's
expectation that management will be diligent in offering a price
that will generate an adequate return, will afford the company the
ability to execute a sizable acquisition without meaningfully
affecting its current financial profile.

S&P's rating incorporates the expectation that 2009 EBITDA will
decline in the mid-single-digit area, from 2008 EBITDA of about
$620 million (adjusted for one time expenses related to lobbying
in Ohio).  S&P believes that recent and ongoing investments in the
expansion or renovation of several properties in the portfolio, in
addition to ongoing cost-containment efforts, will allow for
increased revenues at certain properties and a relatively stable
EBITDA margin.  In this scenario, operating lease-adjusted debt
leverage would remain in the low-6x area at the end of 2009.  S&P
include the $1.25 billion of zero coupon preferred equity in S&P's
calculation of debt, as S&P believes that despite the company's
option to pay all or part of the redemption price in shares of
common stock, the motivations are in place for management to
pursue meeting the June 2015 expiration of this instrument with
cash, rather than substantially diluting existing shareholders.
Still, S&P's ratings incorporate the structural benefit derived
from this instrument over the next several years in that it
requires no fixed payments until maturity.

The 'BB-' rating reflects a relatively aggressive growth strategy,
the lack of overall brand identity across Penn National's
portfolio (which consists of some properties that are not market
leaders in competitive markets), and high debt leverage.  The
company's geographically diverse portfolio, an experienced
management team with a solid operating track record, and a strong
liquidity position somewhat temper these factors.


POLAROID CORP: Patriarch Takes Appeal From Sale Order
-----------------------------------------------------
Patriach Partners LLC, the losing bidder at the auction for
Polaroid Corp., is appealing the U.S. Bankruptcy Court for the
District of Minnesota's order approving the sale to liquidators
Hilco Merchant Resources LLC and Gordon Brothers Group LLC,
Bloomberg's Bill Rochelle reported.

Patriarch also asked the Bankruptcy Court to hold up the sale
pending an appeal.  The Hilco/Gordon joint venture won the auction
with an $88 million bid.  Patriarch contends its offer was better,
Bloomberg said.

According to Karen Gullo and Erik Larson, Judge Gregory Kishel has
refused to enter a temporary order staying the sale pending the
appeal.  The report relates that Taylor Griffin, spokesman of
Patriach, said the joint venture's bid was $488,000 less than
Patriach's and the private-equity firm will file a new request to
stop the sale before the U.S. District Court for the District of
Minnesota.

As reported by the TCR on April 20, the U.S. Bankruptcy Court for
the District of Minnesota approved the acquisition by a joint
venture led by Gordon Brothers Brands, LLC and Hilco Consumer
Capital, L.P., which includes private equity fund Knight's Bridge
Capital Partners and other institutional investors, of
substantially all the assets of Polaroid Corp., including the
Polaroid brand, intellectual property, inventory and other assets.

Janet Whitman at Canwest News Service reports that the investor
group won the bidding with an $87.6 million offer, capping a
tumultuous three-week bankruptcy auction that was reopened twice.

Patriarch Partners LLC won the bidding with its $59.1 million bid,
raised from the $42,000,000 in cash offered by Luxembourg-based
private equity firm Genii Capital S.A.  The Bankruptcy Court
refused to approve the sale after Hilco/Gordon said it was
providing for a higher offer for the assets.  At the second
auction, Hilco/Gordon Brothers Brands LLC of Boston won the
bidding for $56.3 million.  The auction was again reopened after
Patriarch said it was increasing its bid to $55.7 million in cash
and 15% equity in the new company valued at $9.75 million.  The
liquidators won the auction at the third round, which outcome the
Court finally approved.

The Hilco/Gordon partners, who recently acquired The Sharper
Image(R), Linens 'N Things(R) and Bombay(R) brands, plan to
develop a full-scale global licensing and marketing strategy for
wholesale, direct-to-retail and e-commerce businesses to leverage
Polaroid's innovative and pioneering heritage.

According to Bloomberg, Patriarch, which owns stakes in the
Arizona Iced Tea brand and mapmaker Rand McNally, says its offer
should have been approved because it plans to continue innovation
at Polaroid, while liquidators will close the headquarters and
focus only on licensing the brand name.

                   About Polaroid Corporation

Polaroid Corporation -- http://www.polaroid.com-- makes and
sells films, cameras, and other imaging products.  The company and
20 of its affiliates first filed for bankruptcy protection on
October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864).
Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors
in their previous restructuring efforts.  At that time, the
company blamed steep decline in its revenue and the resulting
impact on its liquidity.

On June 28, 2002, the U.S. Bankruptcy Court for the District of
Dealware approved the purchase of substantially all of Polaroid's
business by One Equity Partners.  The bid provides for cash
consideration of $255 million plus a 35% interest in the new
company for unsecured creditors.

Polaroid Corp., together with 11 affiliates, filed its second
voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D.
Minn., Lead Case No. 08-46617).  Judge Gregory F. Kishel handles
the Chapter 22 case.  James A. Lodoen, Esq., at Lindquist & Vennum
P.L.L.P, is the Debtors' counsel.

According to the company, the financial structuring process and
the second bankruptcy filing are the result of events at Petters
Group Worldwide, which has owned Polaroid since 2005.  The founder
of Petters Group and certain associates are currently under
investigation for alleged acts of fraud that have compromised the
financial condition of Polaroid and other entities owned by
Petters Group.  The company and its leadership team are not
subjects of the ongoing investigation involving Petters Group.

                 About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide, LLC.  Petters Company, Inc., and
Petters Group Worldwide, LLC, filed separate petitions for Chapter
11 relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and
08-45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc., listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC, listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC, is a wholly
owned unit of Thomas Petters Inc. and owner of MN Airline
Holdings, Inc., Sun Country's parent company.


RAOMITO SALAZAR: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Raomito Salazar
         P.O. Box 280
         Springfield, VA 22150

Bankruptcy Case No.: 09-13112

Chapter 11 Petition Date: April 22, 2009

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Debtors' Counsel: Jeffrey M. Sherman, Esq.
                  Semmes, Bowen & Semmes
                  1001 Connecticut Ave. Suite 1100
                  Washington, DC 20036
                  (202) 822-8250
                  Fax: (202) 293-2649
                  Email: jsherman@semmes.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 Mr. Salazar's petition, including its list
of 6 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/vaeb09-13112.pdf

The petition was signed by Mr. Salazar.


RENEW ENERGY: To Close Jefferson, Wisconsin Facility
----------------------------------------------------
Renew Energy LLC will close its Jefferson, Wisconsin facility by
the end of June in advance of selling the asset, Bloomberg's Bill
Rochelle said.

Renew Energy owes $100 million on a construction loan and
$11.7 million on a secured revolving credit.  Both loans are held
by Bankers' Bank.

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com-- operates an ethanol plant
facility.  The company filed for Chapter 11 protection on
January 30, 2009 (Bankr. W.D. Wis. Case No. 09-10491).  When the
Debtor filed for protection from its creditors, it listed asset
and debts between $100 million to $500 million each.


RICKIE MURPHY: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rickie Ray Murphy aka Rick Murphy
        2720 Village Drive
        Thompsons Station, TN 37179

Bankruptcy Case No.: 09-04093

Chapter 11 Petition Date: April 10, 2009

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

Judge: George C. Paine, II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 250-4926
                  Email: Stevelefkovitz@aol.com

Total Assets: $1,367,329

Total Debts: $1,492,380

A list of the Debtor's 7 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb09-04093.pdf


RIVAGE MARINA: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rivage Marina, LLC
        3941 Park Dr #20/308
        El Dorado Hills, CA 95762

Bankruptcy Case No.: 09-26489

Chapter 11 Petition Date: April 7, 2009

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

Judge: Robert S. Bardwil

Debtor's Counsel: Daniel S. Weiss, Esq.
                  2277 Fair Oaks Blvd #495
                  Sacramento, CA 95825
                  Tel: (916) 569-1610

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

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

A list of the Debtor's 7 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb09-26489.pdf

The petition was signed by Robert Leach, managing member.


RJB EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: RJB Equipment
         3955 W. Quail Ave
         Las Vegas, NV 89118

Bankruptcy Case No.: 09-16130

Chapter 11 Petition Date: April 22, 2009

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtors' Counsel: Timothy S. Cory, Esq.
                  8831 W. Sahara Ave.
                  Lakes Business Park
                  Las Vegas, NV 89117
                  (702) 388-1996
                  Email: tim.cory@corylaw.us

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
20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nvb09-16130.pdf

The petition was signed by Jill A. Burns, president of the
Company.


ROHM & HAAS: Moody's Cuts Unsecured Debt Ratings to Ba1 From Baa1
-----------------------------------------------------------------
Moody's Investors Service lowered the senior unsecured ratings of
The Dow Chemical Company to Baa3 from Baa1 as a result of the debt
financed acquisition of the Rohm and Haas Company on April 1,
2009.

Moody's also lowered the ratings on Rohm and Haas' senior
unsecured debt maturing in 2013, 2017 and the 9.8% notes maturing
in 2020 to Baa3 from Baa1 due to the absolute and unconditional
guarantee from Dow.  Rohm and Haas' other unsecured debt ratings,
including one tranche issued by Morton International, were lowered
to Ba1 from Baa1 due to the lack of a guarantee from Dow.  These
ratings will be withdrawn if Dow does not continue to provide
Moody's with financial statements for Rohm and Haas.  Moody's also
lowered Dow's rating for commercial paper to Prime-3 from Prime-2.
The Rohm and Haas' issuer rating was lowered to Ba1 from Baa1 and
its rating for commercial paper was lowered from Prime-2 to Not
Prime.  Rohm and Haas' issuer rating and commercial paper rating
will be withdrawn.  The outlook on all continuing ratings is
negative.  These rating actions conclude the review initiated on
July 10, 2008, after the announcement of the transaction.

The downgrade of Dow's unsecured debt to Baa3 reflects the
substantial increase in leverage as a result of the Rohm and Haas
acquisition, and the significant integration risk associated with
such a large transaction, which is exacerbated by the weak
operating environment.  The investment grade rating is highly
contingent on management's commitment to substantially de-lever
Dow's balance sheet prior to the end of 2010.  Moody's expects Dow
to reduce its balance sheet debt to below $15 billion before the
end of 2010 through a combination of divestiture proceeds, free
cash flow generation, dividends from affiliates and common equity
issuance.

"There is no silver bullet for Dow, they must successfully execute
on numerous projects simultaneously to free up cash, while
aggressively pursuing further cost reductions and quickly
integrating their specialty businesses into Rohm and Haas," stated
John Rogers, Senior Vice President at Moody's Investor's Service,
"this is a tall order even for a company as large as Dow."

Moody's analysis of Dow's de-leveraging plans assumed that many
commodity businesses would not generate sufficient after-tax
proceeds to meaningfully improve Dow's credit metrics prior to the
end of 2010.  However, Moody's does believe that certain specific
commodity assets can be monetized to strategic buyers who would
obtain substantial synergies or gain control of assets that will
generate value over time (i.e., the sale of Dow's equity interest
in a joint venture to its partner).  Furthermore, it assumes a
meaningful haircut to Dow's projected proceeds from these
divestitures and that a fair number of these divestitures will not
be completed before the end of 2010.  Moody's is relying on
management's representation as to the number of active divestiture
candidates and the extent of their progress to date.

Moreover, the Baa3 rating relies on management's commitment to
monetize, or partially monetize certain assets, and/or take other
specific actions, to generate cash and ensure that the de-
leveraging plan remains on schedule.

The Ba1 rating on Rohm and Haas' debt that does not have a
guarantee from Dow reflects the lack of meaningful restrictions on
dividends or asset sales in their indentures.  While Rohm and Haas
should have substantially stronger credit metrics than Dow, the
potential lack of on-going financial information along with the
absence of restrictions on dividends or asset sales prevents
Moody's from ensuring that these bonds will continue to benefit
from the stronger credit profile that exists currently.

The negative outlook reflects the execution risk associated with
Dow's de-leveraging plan, given the current operating environment.
If, at any point, Moody's believes that Dow will be unable to
reduce its balance sheet debt to below $15 billion by the end of
2010 or if the combined companies' EBITDA were to fall
meaningfully below $5.5 billion in 2009 or $6.3 billion in 2010
(these numbers exclude Moody's standard adjustments and do not
include future synergies), Moody's could lower Dow's rating
further.  If Dow is able to de-lever faster than anticipated or
monetizes over $10 billion in assets, Moody's could move the
rating outlook to stable within the next 12 months.

Dow has very strong liquidity profile at the current time due to a
large cash balance. However, Moody's lowered Dow's rating for
commercial paper to Prime-3 from Prime-2 commensurate with its
Baa3 long term debt rating.  Dow has fully utilized its $3 billion
revolving credit facility.  Rohm and Haas' rating for commercial
paper was lowered to Not Prime consistent with its Ba1 long term
debt rating.

Ratings Downgraded:

Issuer: Dow Chemical Company (The)

  -- Commercial Paper, Downgraded to P-3 from P-2

  -- Issuer Rating, Downgraded to Baa3 from Baa1

  -- Multiple Seniority Commercial Paper, Downgraded to P-3 from
     P-2

  -- Multiple Seniority Shelf, Senior unsecured ratings Downgraded
     to (P)Baa3 from (P)Baa1

  -- Senior Unsecured Bank Credit Facility, Downgraded to Baa3
     from Baa1

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa3
     from Baa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
     from Baa1

  -- Senior Unsecured Industrial Revenue Bonds and Pollution
     Control Revenue Bonds backed by Dow, Downgraded to Baa3 from
     Baa1

Issuer: Dow Capital B.V.

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Baa3
     from Baa1

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
     from Baa1

  -- Senior Unsecured Shelf, Downgraded to (P)Baa3 from (P)Baa1

Issuer: Rohm and Haas Company

  -- Senior Unsecured Notes due 2013, 2017 and 2020, Downgraded to
     Baa3 from Baa1

Ratings Downgraded and to be withdrawn:

Issuer: Rohm and Haas Company

  -- Issuer Rating, Downgraded to Ba1 from Baa1

  -- Senior Unsecured Commercial Paper, Downgraded to NP from P-2

  -- Senior Unsecured Medium-Term Note Program, Downgraded to Ba1
     from Baa1

  -- Senior Unsecured Notes/Debenture due in 2012, 2014, and 2029,
     Downgraded to Ba1 from Baa1

  -- Multiple Seniority Shelf, Senior Unsecured Rating Downgraded
     to Ba1 from Baa1

Issuer: Rohm and Haas Holdings Ltd.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3
     from Baa1

Issuer: Morton International Inc.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa1

Confirmations:

Issuer: Union Carbide Corporation

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2

  -- Senior Unsecured Industrial Revenue Bonds and Pollution
     Control Revenue Bonds backed by Union Carbide, Downgraded to
     Baa3 from Baa1

Issuer: Union Carbide Chemicals & Plastics Co. Inc.

  -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2

The last rating action on Dow was on April 1, 2009 when Moody's
extended its review of Dow's and Rohm and Haas' ratings.

The Dow Chemical Company is one of the largest chemical companies
in the world, with revenues of $57.5 billion in 2008.  Dow has
global leading positions in a broad array of chemicals, including
ethylene, styrene, polystyrene, styrene-butadiene latex,
polyurethanes, epoxies, and chlor alkalis, and many specialty
chemicals and materials.  The acquisition of Rohm and Haas greatly
expands the company's presence in acrylic chemistry, coating
resins and electronic chemicals.


ROOF TOP METAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Roof Top Metal Products, Inc.
        1307 E Pine St
        Lodi, CA 95240

Bankruptcy Case No.: 09-26740

Chapter 11 Petition Date: April 9, 2009

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

Judge: Thomas Holman

Debtor's Counsel: Sarah M. Stuppi, Esq.
                  1630 N Main St #332
                  Walnut Creek, CA 94596
                  Tel: (415) 786-4465

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/caeb09-26740.pdf

The petition was signed by Lonnie D. Gunter, president.


ROSELINE MARIE DAUPHIN: Case Summary & 7 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtors: Roseline Marie Dauphin
         440 Prospect Square
         Pasadena, CA 91103

Bankruptcy Case No.: 09-19248

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Barry Russell

Debtors' Counsel: Keith F Rouse, Esq.
                  766 East Colorado Ste 104
                  Pasadena, CA 91101
                  626-449-4211
                  Email: rouselaw@hotmail.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. Dauphin's petition, including its list
of 7 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/cacb09-19248.pdf

The petition was signed by Ms. Dauphin.


RSC EQUIPMENT: Moody's Affirms Corporate Family Rating at 'B2'
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of RSC Equipment
Rental, Inc. -- Corporate Family Rating and Probability of Default
Rating at B2.  The speculative grade liquidity rating remains
SGL-2.  The outlook is negative.

RSC's B2 Corporate Family Rating incorporates its leading
competitive position in the North American equipment rental
industry, which should partially insulate the company from the
severe contraction in the non-residential construction, an
important source of revenues.  Industrial companies, which provide
about 50% of RSC's rental revenues and partially offset the
declining construction end markets, are also suffering from the
significant downturn in the U.S. economy and their cost reduction
initiatives will likely result in less requirements for rental
equipment.  Operating margins will come under pressure as
utilization and rental rates decline due to reduced needs.  The
company's EBITDA margin declined to 43.2% in 4Q08 versus 46.6% for
3Q08 (all ratios adjusted per Moody's methodology).

RSC is pursuing cost reduction initiatives and slowing capital
expenditures for rental equipment, attempting to minimize the
negative impact of this downturn on its operating margins and cash
generation.  The company has reduced staffing, rationalizing
underutilized branches, and adjusting its fleet mix to meet
reduced demand.  Notwithstanding these efforts, RSC's operating
performance is likely to trend towards credit metrics that were
previously identified by the rating agency as being potentially
in-line with a lower rating.  These metrics include debt/EBITDA
rising to 4.5x and retained cash flow/debt near 15% (all ratios
adjusted per Moody's methodology).  Moody's view is that RSC's
operating performance will be below prior year's performance and
trending towards these credit metrics.

The negative outlook reflects Moody's belief that RSC's credit
metrics will worsen as demand for rental equipment will remain
weak and demand will drop further through 2010 due to the severity
of the economic downturn within the U.S. Also, the turmoil within
the credit markets is limiting funding for many construction
projects.

These ratings/assessments were affected by this action:

  -- Corporate Family Rating affirmed at B2;

  -- Probability of Default Rating affirmed at B2;

  -- $1.7 billion senior secured bank credit facility affirmed at
     Ba2, but its loss given default assessment is changed to
     (LGD2, 19%) from (LGD2, 21%);

  -- $899.3 million 2nd lien term loan due 2013 affirmed at B3,
     but its loss given default assessment is changed to (LGD4,
     62%) from (LGD4, 64%); and,

  -- $620.0 million senior unsecured notes due 2014 affirmed at
     Caa1 (LGD5, 89%).

The speculative grade liquidity rating remains SGL-2.

The last rating action was on November 6, 2006 at which time
Moody's assigned RSC's initial rating of B2 Corporate Family
Rating.

RSC Equipment Rental, Inc. is one of the largest equipment rental
companies in North America operating 464 locations throughout the
United States and Canada.  The company maintains over 1,000
categories of equipment having an original equipment cost of
$2.7 billion.  Revenues for 2008 were approximately $1.8 billion.


RYERSON INC: S&P Downgrades Corporate Credit Rating to 'B-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Chicago,
Illinois-based Ryerson Inc.  S&P lowered the corporate credit
rating to 'B-' from 'B'.  At the same time, S&P lowered its rating
on the company's senior secured notes to 'CCC+' from 'B'. The
recovery rating was revised to '5' from '4', indicating S&P's
expectation for modest (10%-30%) recovery in the event of a
payment default.  All ratings are removed from CreditWatch where
they were placed on March 26, 2009, with negative implications.
The outlook is negative.

"The downgrade reflects our expectation that due to the sharp
deterioration in both steel and aluminum market conditions in
North America over the past several months, a trend S&P expects to
continue in the near term, the company's overall financial profile
will likely weaken to a level more consistent with a lower
rating," Standard & Poor's credit analyst Maurice Austin said.

The 'B-' corporate credit rating reflects the company's low
margins relative to some of its peers, soft end-market demand,
concerns relative to working capital management, a critical factor
for distribution businesses, and a highly leveraged financial
profile.

The outlook is negative.  Despite Ryerson's good market position
and S&P's belief that the steel industry has good long-term growth
prospects, an extremely leveraged financial profile, combined with
S&P's expectation that market conditions will remain challenging
in the near term, poses rating downside potential.


SANDS SUITES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sands Suites, LLC
        9077 The Lane
        Naples, FL 34109

Bankruptcy Case No.: 09-06769

Chapter 11 Petition Date: April 7, 2009

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

Judge: Alexander L. Paskay

Debtor's Counsel: Steven J Bracci, Esq.
                  2960 Immokalee Road
                  Naples, FL 34110
                  Tel: (239) 596-2635
                  Fax: (239) 236-0824
                  Email: steve@braccilaw.com

Total Assets: $3,500,000

Total Debts: $1,056,419

A list of the Debtor's 2 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb09-06769.pdf

The petition was signed by Amanda Meyers, manager.


SARGIS SAHAKYAN: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sargis Sahakyan
        Violet Sahakyan
        9824 Gallo Drive
        Las Vegas, NV 89147

Bankruptcy Case No.: 09-15474

Chapter 11 Petition Date: April 10, 2009

Court: U.S. Bankruptcy Court District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Marjorie A. Guymon
                  Goldsmith & Guymon, P.C.
                  2055 Village Center Circle
                  Las Vegas, NV 89134
                  Tel: (702) 873-9500
                  Fax: (702)873-9600
                  Email: bankruptcy@goldguylaw.com

Total Assets: $3,404,100

Total Debts: $4,086,166

A list of the Debtor's 9 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb09-15474.pdf


SBI USA LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: SBI USA LLC
            fdba SBI Securities LLC
            fdba Avocado Partners LLC
         610 Newport Center Dr Ste 1205
         Newport Beach, CA 92660

Bankruptcy Case No.: 09-13525

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Theodor Albert

Debtors' Counsel: Robert E. Opera, Esq.
                  Winthrop Couchot
                  660 Newport Center Fourth Floor
                  Newport Beach, CA 92660
                  949-720-4100

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

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

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

            http://bankrupt.com/misc/cacb09-13525.pdf

The petition was signed by Shelly Singhal, sole member of the
Company.


SCOTT SHERA: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Scott Edward Shera
        11210 Gravelly Lake Dr.
        Lakewood, WA 98499

Bankruptcy Case No.: 09-42427

Chapter 11 Petition Date: April 9, 2009

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

Judge: Philip H. Brandt

Debtor's Counsel: Benjamin J. Riley, Esq.
                  Brian L. Budsberg PLLC
                  1801 West Bay Drive Ste 301
                  Olympia, WA 98507
                  Tel: 360-584-9093
                  Email: ben@budsberg.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/wawb09-42427.pdf


SDT ACQUISITION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SDT Acquisition Corp.
           aka STAIRCO
           aka STROUDSBURG ROOFING
           aka STROUDSBURG DOOR & TRIM
        128 North First Street
        Stroudsburg, PA 18360

Bankruptcy Case No.: 09-02754

Chapter 11 Petition Date: April 12, 2009

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

Judge: Robert N. Opel, II

Debtor's Counsel: John J. Martin, Esq.
                  1022 Court Street
                  Honesdale, PA 18431
                  Tel: 570 253-6899
                  Fax: 570 253-6988
                  Email: jmartin@martin-law.net

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

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

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

The petition was signed by Seth Peyser, president.


SEMGROUP LP: To Sell Remainder of Liquid Asphalt Business
---------------------------------------------------------
SemGroup L.P. is asking the U.S. Bankruptcy Court for the District
of Delaware for expedited approval of auction procedures for
remaining assets of the liquid asphalt business operated by
affiliate SemMaterials, Bloomberg's Bill Rochelle reports.

As reported by the Troubled Company Reporter on March 17, SemGroup
L.P. received approval from the Bankruptcy Court of its settlement
with SemGroup Energy Partners.  A copy of the Term Sheet reached
by the parties is available for free at:

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

According to Bill Rochelle, the unsold asphalt assets relate to
the branded products business and associated services and
intellectual property.  The buyer, Rhone Midstream Holdings LLC,
will pay $6.5 million if the sale is completed by May 15.  If
closing occurs later, the price drops by $1 million.

Pursuant to the proposed bid procedures, competing bids will be
due April 30, and an auction will be held May 4 if a qualified bid
in addition to Rhone's is timely received by SemGroup.  The
Debtors will seek approval of the sale to the highest bidder at a
hearing on May 11.

The bid procedures will be considered at the hearing on April 28.

According to Bloomberg, SemGroup has filed an operating report
showing a $35.3 million net loss in February on revenue of
$66.3 million.  The loss before interest, taxes, depreciation and
amortization was $17.2 million for the month.

                        About SemGroup LP

SemGroup L.P. -- http://www.semgrouplp.com/-- is a
midstream service company providing the energy industry means to
move products from the wellhead to the wholesale marketplace.
SemGroup provides diversified services for end users and consumers
of crude oil, natural gas, natural gas liquids, refined products
and asphalt.  Services include purchasing, selling, processing,
transporting, terminaling and storing energy.  SemGroup serves
customers in the United States, Canada, Mexico, Wales, Switzerland
and Vietnam.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08-
11525).  These represent the Debtors' restructuring efforts: John
H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins,
Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael
P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal &
Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer,
Esq., at Weil Gotshal & Manges LLP.  Kurtzman Carson Consultants
L.L.C. is the Debtors' claims agent.  The Debtors' financial
advisors are The Blackstone Group L.P. and A.P. Services LLC.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represent the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.  The CCAA stay expires on
Nov. 21, 2008.

SemGroup L.P.'s consolidated, unaudited financial conditions as of
June 30, 2007, showed $5,429,038,000 in total assets and
$5,033,214,000 in total debts.  In their petition, they showed
more than $1,000,000,000 in estimated total assets and more than
$1,000,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy
News.  The newsletter tracks the chapter 11 proceedings undertaken
by SemGroup L.P. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-700)


SFK PULP: Declining Demand for Pulp Cues S&P to Junk Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Longueuil, Quebec-based SFK Pulp Fund
three notches to 'CCC+' from 'B+'.  At the same time, S&P lowered
the issue rating on SFK's first-lien bank facility four notches to
'CCC+' from 'BB-'.  S&P also revised the recovery rating on the
debt to '3', indicating S&P's opinion of an expectation for
meaningful (50%-70%) recovery in the event of a payment default,
from '2' (indicating S&P's opinion of an expectation for
substantial [70%-90%] recovery in a default scenario).

This revision to the recovery rating resulted from S&P's analysis
using a lower enterprise value in S&P's simulated default analysis
because S&P has assumed a distressed EBITDA in S&P's default
scenario that is lower than previously assumed due to what S&P
view as the significant deterioration in pulp prices in the past
12 months.

Standard & Poor's also placed all the ratings on SFK Pulp on
CreditWatch with negative implications because of S&P's
expectations that very weak pulp market conditions will likely
result in substantially lower profitability, in S&P's view
heightening the risk that SFK could possibly breach the financial
covenants in its term loan in the second half of 2009.
Furthermore, S&P believes that Abitibi-Consolidated Inc.'s
(D/--/--) recent filing for credit protection could mean the
possible renegotiation of a long-term fiber supply agreement and
in such case possibly have a negative impact on SFK's cash flows.
SFK relies on Abitibi-Consolidated's saw mills for the majority of
the fiber it uses in its St. Felicien mill.

"The downgrade reflects our expectations that declining demand for
pulp and reduced sales prices will likely result in SFK's
profitability declining to a level that will affect the company's
ability to cover its fixed charges, thereby resulting in negative
free cash from operations and deterioration in liquidity in 2009,"
said Standard & Poor's credit analyst Jatinder Mall.  "We believe
that SFK's liquidity currently is adequate for the rating level,
but access to the revolving credit facility depends on the company
maintaining an adjusted EBITDA interest coverage covenant," Mr.
Mall added.  S&P understands that the company is compliant with
this covenant, at present, but S&P believes that its continued
compliance will likely hinge on improving EBITDA in the next two
quarters amid extremely difficult industry conditions.

The ratings on SFK reflect S&P's assessment of the company's
participation in the highly cyclical, fragmented, and competitive
pulp industry; the ratings also reflect S&P's assessment of its
exposure to volatility in pulp prices; exchange rates; recycled
fiber, energy, and chemical costs; and increasing competition from
low-cost South American pulp producers.  In S&P's view these risks
are partially offset by SFK's competitive cost position as well as
some product and operational diversity.

SFK is a small pulp producer that owns and operates one softwood
pulp mill and two recycled bleached kraft pulp mills.  The
northern bleached softwood kraft pulp mill in Saint-Felicien,
Que., has production capacity of 375,000 metric tons per year,
which it sells to paper manufacturers for use in the production of
magazines and advertising materials.  The two RBK mills, in
Fairmont, West Virginia, and Menominee, Michigan, have total
production capacity of 360,000 metric tons per year.  RBK pulp is
traditionally viewed as a substitute for hardwood pulp and is
typically used to make copy and tissue paper.  SFK produces about
45% of the recycled market pulp in North America because most
recycled pulp is consumed internally by integrated paper
manufacturers.

Standard & Poor's expects to resolve the CreditWatch once S&P has
a better understanding of what steps SFK is taking to mitigate the
possibility of potential covenant violations later this year, and
understand the possible impact to cash flows in the event there
are changes to the terms of the fiber supply contract with
Abitibi-Consolidated.


SKYGUARD LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SkyGuard LLC
        2629 Townsgate Road, Suite 235
        Westlake Village, CA 91361

Bankruptcy Case No.: 09-14129

Chapter 11 Petition Date: April 10, 2009

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

Judge: Maureen Tighe

Debtor's Counsel: Monserrat Morales, Esq.
                  10100 Santa Monica Blvd Ste 1450
                  Los Angeles, CA 90067
                  Tel: 310-552-3100
                  Fax: 310-552-3101
                  Email: mmorales@pwkllp.com

                  Scott F. Gautier, Esq.
                  10100 Santa Monica Blvd Ste 1450
                  Los Angeles, CA 90067
                  Tel: 310-552-3100
                  Email: sgautier@pwkllp.com

Total Assets: $1,159,020

Total Debts: $3,898,623

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb09-14129.pdf

The petition was signed by J. David Power, III, co-chairman and
chief executive officer.


SMURFIT-STONE: Gets Nod on Bonus Program for 3,700 Employees
------------------------------------------------------------
Bloomberg's Bill Rochelle reports that Smurfit-Stone Container
Corp. was authorized by the U.S. Bankruptcy Court for the District
of Delaware to adopt a bonus program that could pay as much as
$47 million to 3,700 executives and other workers.

The U.S. Trustee unsuccessfully objected, the report says.

The Debtors asked the Bankruptcy Court for authority to continue
their practice of providing employees with short-term and long-
term compensation by implementing refined versions of their short-
term and long-term incentive plans.  The Short-term Plan
historically rewarded employees for meeting annual performance
targets based primarily on objective financial metrics like
EBITDA, while the Long-term Plan aligned senior management's
interests with the Debtors' longer term overall success by
providing equity-based compensation in the form of stock options
and restricted stock units.

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The company employs approximately
21,250 employees, 17,400 of which are based in the United States.
For the quarterly period ended September 30, 2008, the company
reported approximately $7.450 billion in total assets and
$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed to
reorganize under Chapter 11 on January 26, 2009 (Bankr. D. Del.
Lead Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

According to Bloomberg News, Smurfit-Stone joins other pulp- and
paper-related bankruptcies as rising Internet use hurts magazines
and newspapers.  Corp. Durango SAB, Mexico's largest papermaker,
sought U.S. bankruptcy in October.  Quebecor World Inc., a
magazine printer and Pope & Talbot Inc., a pulp-mill operator,
also sought cross-border bankruptcies for their operations in the
U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC, acts as the Debtors' notice and
claims agent.

Bankruptcy Creditors' Service, Inc., publishes Smurfit-Stone
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Smurfit-Stone
Container Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


SOUTH FINANCIAL: Fitch Downgrades Issuer Default Rating to 'BB+/B'
------------------------------------------------------------------
Fitch Ratings has lowered the long-term and short-term Issuer
Default Ratings for The South Financial Group, Inc. and its bank
subsidiary, Carolina First Bank, to 'BB+/B' from 'BBB-/F3'.  The
Rating Outlook remains Negative. In addition, the Individual
Rating was downgraded to 'C/D' from 'C'.

Fitch's rating actions reflect TSFG's high and increasing level of
loan losses and problem assets.  TSFG's asset quality
deterioration is largely a result of economic conditions in many
parts of its Southeast footprint and the company's exposure to
residential construction and development, particularly in Florida.
Many of the company's markets have reported some of the highest
unemployment rates and the steepest declines in home values in the
nation.  Fitch believes that loan losses will remain elevated
during 2009, likely resulting in net losses that may erode some of
TSFG's capital base.

The company's current capital and reserve positions provide a
meaningful cushion to absorb expected credit costs, although the
severity of TSFG's problems will likely cause some depletion of
these resources.  The senior management team is now led by the
former Chief Credit Officer which should bode well for credit risk
management and expense control.  Contingent liquidity sources have
declined due to TSFG's performance but remain satisfactory.  The
holding company's liquidity position is sound, as it must be given
TSFG's lack of earnings generation.

The Negative Rating Outlook takes into account the possibility
that asset quality trends and general market conditions may worsen
beyond Fitch's base expectations and stress scenarios.
Additionally, earnings continue to suffer from a relatively weak
net interest margin and low contribution from fee income.  The
continued low interest rate environment, TSFG's high levels of
non-accruing assets, and pricing competition are expected to
continue to place pressure on the margin.  The level of asset
quality deterioration and resulting impact on earnings and capital
along with maintenance of sufficient contingent liquidity remain
key factors in resolving the Rating Outlook.

Fitch downgrades these ratings:

South Financial Group, Inc. (The)

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Preferred stock to 'B+' from 'BB';
  -- Short-term IDR to 'B' from 'F3';
  -- Individual to 'C/D' from 'C'.

Carolina First Bank

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Long-term deposits to 'BBB-' from 'BBB';
  -- Short-term IDR to 'B' from 'F3';
  -- Individual to 'C/D' from 'C'.

The Rating Outlook is Negative for the long-term ratings.

Fitch affirms these ratings:

South Financial Group, Inc. (The)

  -- Support at '5';
  -- Support floor 'NF'.

Carolina First Bank

  -- Short-term deposits at 'F3';
  -- Support at '5';
  -- Support floor 'NF'.


SPANSION INC: To Divest Wireless Biz, Focus on Embedded Solutions
-----------------------------------------------------------------
Spansion Inc. said it has decided to pursue a standalone strategy
focused on the embedded solutions market and intellectual property
licensing.  As a result, the company plans to pursue strategic
alternatives for its wireless business.

The company also continues its discussions with creditors
regarding its restructuring plans, which will ultimately require
court approval.  The company expects to successfully emerge from
its Chapter 11 restructuring process with a sustainable business
model aimed at maximizing recovery for creditors; generating
positive free cash flow and profitability; and designed to support
annual revenues of approximately $1 billion.

In addition, the company believes it has adequate working capital
-- approximately $195 million in cash as of April 19, 2009
(including approximately $110 million in the U.S.) -- to support
its strategy to emerge as a successful and viable standalone
entity.

"Spansion is by far the largest supplier of NOR Flash memory to
embedded markets worldwide and is the leader in charge-trapping
technology, which we believe has great licensing potential," said
John Kispert, president and CEO, Spansion Inc.  "Our plan is to
leverage our award-winning MirrorBit technology, exceptional
customer relationships and innovative industry-leading products to
seek sustainable profitability and positive free cash flow."

Spansion plans to continue to support its wireless customers as it
pursues strategic alternatives for that business.  The company's
decision to narrow its focus results from Spansion's proven
success in addressing customers producing embedded applications
which include consumer, gaming, set-top box, industrial,
automotive, PC and PC peripherals, data center servers,
telecommunications infrastructure and networking.

The company said it enjoys a commanding leadership position in
this market, with over twice the sales of its closest competitor
in 2008 according to market research company iSuppli.  The company
plans to dedicate its resources to serving the embedded solutions
market and plans to grow its market opportunity through its
innovations based on its MirrorBit technology.

The company has made substantial progress in bringing its new
innovative product architectures to market.  Spansion has
completed the beta process for its Spansion EcoRAM products and
has received initial orders, with first revenue expected in April.
The company also has first silicon in-house of its new NAND
product offering based on Spansion's charge-trapping technology,
43nm MirrorBit NAND products, with plans for sampling in 2009 and
production in 2010.  In addition, Spansion is in full production
of its industry-leading 65nm high density solutions optimized for
the embedded solutions market, and plans to have 45nm MirrorBit
NOR solutions sampling in 2009 and in production in 2010.

                          About Spansion

Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications. Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc. and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.  Michael S. Lurey,
Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at
Latham & Watkins LLP, have been tapped as bankruptcy counsel.
Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware
counsel.  Epiq Bankruptcy Solutions LLC, is the claims agent.  The
United States Trustee has appointed an official committee of
unsecured creditors in the case.  As of September 30, 2008,
Spansion disclosed total assets of $3,840,000,000, and total debts
of $2,398,000,000.


SPRINGTOWNE FAMILY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Springtowne Family Investments, LLC
           dba Springtowne Apartments
        7512 Scout Avenue
        Bell Gardens, CA 90201

Bankruptcy Case No.: 09-32428

Chapter 11 Petition Date: April 7, 2009

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

Judge: Marvin Isgur

Debtor's Counsel: Russell Van Beustring, Esq.
                  9525 Katy Fwy, Ste 415
                  Houston, TX 77024
                  Tel: 713-973-6650
                  Fax: 713-973-7811
                  Email: ecf@beustring.com

Total Assets: $7,002,743

Total Debts: $6,075,251

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txsb09-32428.pdf

The petition was signed by Anil Kashyap, president.


STATION CASINOS: Wants May 15 Deadline for Ch. 11 Plan Extended
---------------------------------------------------------------
Station Casinos Inc. will seek to further extend a May 15 deadline
of negotiating the terms of a bankruptcy plan, Arnold M. Knightly
at Las Vegas Review-Journal reports, citing KDP Investment
Advisors bond analyst Barbara Cappaert.

As reported by the Troubled Company Reporter on April 15, 2009,
Station Casinos said that it delayed an expected bankruptcy filing
to continue negotiating with lenders.  The Company, its lenders
and bondholders agreed to a 30-day extension of negotiations.  The
parties currently have until May 15 to agree on a prepackaged
bankruptcy plan, company spokesperson Lori Nelson said.  If they
fail to reach an agreement on a plan by then, they could extend
negotiations, or the Company could file for bankruptcy protection
without a prepackaged plan.

                         Land Up for Sale

The Associated Press reports that Station Casinos is trying to
sell several parcels of land, including the Castaways casino's
former site.  According to The AP, the 30-acre site off the Las
Vegas Strip is listed with a commercial broker for a $39.5 million
asking price.  The AP relates that Station Casinos is also listing
for sale about 7.96 acres of vacant land next to its Boulder
Station casino and about 4.7 acres of lot adjacent to Sunset
Station.

                       About Station Casinos

Station Casinos, Inc. is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

                           *     *     *

As reported by the Troubled Company Reporter on April 6, 2009,
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on Station Casinos's 6% senior notes to 'D' from
'CC'.  S&P also removed the rating from CreditWatch, where it was
initially placed with negative implications Dec. 16, 2008.  These
actions reflect the missed April 1, 2009 interest payment on the
notes.  A payment default has not occurred relative to the legal
provisions of the notes, because there is a 30-day grace period to
make the payment.  However, S&P consider a default to have
occurred, even if a grace period exists, when the nonpayment is a
function of the borrower being under financial stress -- unless
S&P is confident that the company will make the payment in full
during the grace period.

As reported by the Troubled Company Reporter on February 24,
Moody's Investors Service said Station Casinos's ratings are not
affected by the announcement that it failed to make a February 15,
2009 scheduled interest payment on its 7.75% senior notes due
2016.  Standard & Poor's Ratings Services lowered its issue-level
rating on Station Casinos' 7.75% senior notes to 'D' from 'CC'.
The rating action reflects the missed February 15, 2009 interest
payment on the notes.


STIEFEL LABORATORIES: S&P Keeps B+ Rating on GlaxoSmithKline Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' ratings on
Coral Gables, Florida-based Stiefel Laboratories, following the
announcement that it will be acquired by GlaxoSmithKline PLC
(A+/Stable/A-1+) in a transaction valued at up to $3.6 billion.
The outlook is stable.

GlaxoSmithKline will pay $2.9 billion in cash for Stiefel and will
assume roughly $400 million in net debt.  An additional payment of
$300 million will be made contingent on future performance.

"The low speculative-grade ratings on specialty pharmaceutical
company Stiefel reflect the company's significant debt leverage
and aggressive financial policies, offset by its diverse drug
portfolio," said Standard & Poor's credit analyst Arthur Wong.
Privately held Stiefel, which is partly owned by Blackstone Group,
is one of the leading players in the dermatology market, with more
than $800 million in annual sales.  The company has a relatively
diverse product portfolio, especially when compared with many
other 'B+' rated peers.  Stiefel's top three products -- Duac,
Soriatane, and Physiogel -- collectively account for roughly 37%
of total sales.

Duac is the company's largest-selling drug.  Launched in 2001,
Duac is a prescription acne treatment in the U.S. Competition is
increasing, although S&P expects Stiefel to remain a significant
player in the growing market, with sales growing at a near double-
digit rate.  Duac is patent protected through 2014.  Soriatane, a
product acquired from Connetics, is the only once-a-day oral
treatment for psoriasis and generates 10% of sales.  Prescription
trends have been steady, and S&P believes Soriatane should
maintain its niche position.  However, the drug's patent has long
expired and generic competition could appear any time.  Still, the
transaction significantly expands GlaxoSmithKline's presence in
the niche dermatological space.


SUCA LAND SALES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Suca Land Sales & Development, LLC
        889 Sunny Field Lane
        Lawrenceville, GA 30043

Bankruptcy Case No.: 09-10901

Chapter 11 Petition Date: April 7, 2009

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

Judge: Susan D. Barrett

Debtor's Counsel: James C. Overstreet, Jr., Esq.
                  Klosinski Overstreet, LLP
                  #7 George C. Wilson Ct.
                  Augusta, GA 30909
                  Tel: 706-863-2255
                  Fax: 706-863-5885
                  Email: jco@klosinski.com

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

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/gasb09-10901.pdf

The petition was signed by Yvrose Jean, manager.


SUN-TIMES MEDIA: Names Gladys Arroyo Vice President of Advertising
------------------------------------------------------------------
Sun-Times Media Group, Inc., has named Gladys Arroyo as Vice
President of Advertising for the Chicago Sun-Times and the media
group's Chicago city region.

In this capacity, she will lead all local retail advertising
programs and strategies for the Company's flagship paper and web
site as well as spearhead retail sales across the local Chicago
market.  Ms. Arroyo, 43, brings nearly two decades of marketing
and advertising experience to her new role, having worked across
the city's newspaper, online and television landscape.

"Gladys's years of sales and marketing leadership combined with
her extensive knowledge of Chicago media make her an ideal fit for
this role," said Barbara Swanson, Senior Vice President of
Advertising and Marketing for Sun-Times Media Group.  "Her
insights will help expand the customer base which understands and
values the role and reach the Chicago Sun-Times plays in the
community."

Added President and Chief Operating Officer, Rick Surkamer,
"Gladys's marketing acumen and leadership commitment to our
company is very much appreciated."

Ms. Arroyo joined Sun-Times Media Group in June 2008, most
recently serving as Director of Advertising for Pioneer Press
West, where she oversaw the sales efforts for the Hinsdale and Oak
Park offices.  She also spent 16 years with the Tribune Company,
holding a series of leadership positions in retail marketing,
classified and general sales as well as helping lead the Chicago
and national launches of Hoy, Tribune Publishing's Spanish
newspaper.  Most recent to Sun-Times Media Group, Ms. Arroyo
served as a local sales manager at Univision, the country's
leading Spanish-language media company.

Ms. Arroyo will report to Barbara Swanson.  Ms. Arroyo is a
graduate of Chicago's DePaul University where she earned a BA in
Marketing.

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 September 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.


SVP HOLDINGS: Moody's Junk Probability of Default Rating
--------------------------------------------------------
Moody's Investors Service downgraded SVP Holdings Ltd.'s debt
ratings, including its corporate family rating to B3 from B1, its
probability of default rating to Caa1 from B2, and the ratings on
its secured revolver and term loans to B2 from Ba3.  The ratings
outlook is negative.

The downgrade reflects the precipitous decline in SVP's operating
performance and credit metrics that occurred in the fourth quarter
of 2008 largely due to the accelerated decline in global consumer
spending.  This performance more than offset SVP's improving trend
recorded in the first three quarters of the year.  Although the
company has launched a restructuring program designed to achieve
significant cost savings during the year, consumer spending is
expected to remain weak in 2009, which could temper operating and
credit metric improvement.

SVP's liquidity is expected to remain adequate, although weaker
than historical levels.  Despite having amended its financial
covenants, should operating performance continue to contract,
cushion could become strained again; especially given the
contractual tightening later in the year.  Borrowing under SVP's
$50 million secured revolver has also increased over the past
year, leading to reduced excess availability for liquidity
purposes.  Nevertheless, SVP's sizeable cash balance and the
expectation for positive free cash flow generation continue to
provide liquidity support.

The negative outlook reflects Moody's concern that economic
conditions will remain weak through 2009, which would likely
continue to pressure SVP's operating performance and metrics as
well as potentially cause a shift in mix toward lower margin
products.

These ratings were downgraded:

  -- Corporate Family Rating to B3 from B1;

  -- Probability of Default Rating to Caa1 from B2;

  -- First lien revolving credit facility to B2 (LGD2, 23%) from
     Ba3 (LGD2, 23%);

  -- First-lien A Term Loan to B2 (LGD2, 23%) from Ba3 (LGD2,
     23%);

  -- First-lien B Term Loan to B2 (LGD2, 23%) from Ba3 (LGD2, 23%)

Moody's last rating action in SVP occurred on April 30, 2008, when
Moody's affirmed the company's B1 CFR, lowered its PDR to B2, and
changed the outlook to negative from stable.

Headquartered in Hamilton, Bermuda, SVP Holdings Ltd. is
reportedly the world's largest manufacturer, marketer and
distributor of consumer sewing machines.  Products are sold under
the "Singer", "Husqvarna", "Viking" and "Pfaff" brands in 188
countries.  The company was formed in September 2004 to facilitate
the acquisition of Singer Sewing Company by Kohlberg & Company,
and in February 2006, the company acquired VSM, which propelled
the company to the leading market position in the consumer sewing
market.


SVP HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its 'B'
corporate credit rating on Bermuda-based sewing machine
manufacturer SVP Holdings Ltd. at the company's request.

S&P also withdrew its 'B' issue rating and '3' recovery rating on
SVP's senior secured credit facilities.


SYNOVUS FINANCIAL: Moody's Cuts Ratings on Sub. Debt to 'B2'
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Synovus
Financial Corporation (subordinate debt to B2 from Baa1) and its
subsidiary banks, Columbus Bank & Trust and First Commercial Bank
(bank financial strength rating to D from C+; deposits to Ba2 from
A2).  The short-term ratings of the banks were also downgraded to
Not Prime from Prime-1.  The rating outlook is negative.  Synovus
is a multi-bank holding company which operates 30 bank
subsidiaries in the southeastern U.S.  This concludes the review
for possible downgrade initiated on March 12, 2009.

The multiple-notch downgrade and negative outlook reflects Moody's
view that Synovus' capital position, both its regulatory capital
and tangible common equity, could come under significant pressure
over the next 12 to 18 months because of its large real estate
lending concentration.  Although Moody's had previously
incorporated this concentration into its ratings, in line with
Moody's Structured Finance Rating Methodology dated February 5,
2009, which states that commercial property values declined
sharply in 2008 and are expected to continue falling over the next
12 to 24 months, Moody's has considerably increased its loss
expectations for CRE.

Since the initiation of the ratings review on March 12, Moody's
has sharply increased its expected loss assumptions for land and
residential development, which is a large concentration risk for
Synovus, accounting for almost one-third of true CRE (excluding
owner occupied), or 1.3 times TCE.  This concentration resulted in
a more severe downgrade than initially anticipated.  The rating
agency noted that Synovus' Atlanta and West Florida portfolios
have demonstrated the greatest stress relative to Synovus' other
markets of Georgia, South Carolina, Alabama, and Tennessee.
Moody's views Synovus' capital position as solid with Tier 1 of
11.2% and TCE, calculated under Moody's definition, as a
percentage of risk-weighted assets of 8.9% as of December 31,
2008.  However, Moody's expects that as the credit cycle continues
to unfold, asset quality deterioration could erode Synovus'
currently healthy capital levels.

Synovus' true CRE equals approximately $13 billion, or 4.5 times
TCE, including hybrid equity credit.  Additionally, Synovus'
construction, land, and development exposure is more than one-half
of this amount, which Moody's considers an elevated level.  Over
the last five quarters, Synovus' nonperforming loans have
increased rapidly, reaching $1.8 billion, or 6.3% of loans, at
March 31, 2009.  Synovus' residential construction, development,
and land, which account for about 24% loans, have deteriorated the
most and account for approximately 70% of nonperforming assets.
Moody's expects continued deterioration across CRE categories and
geographies given the recessionary environment.

The rating action is consistent with Moody's announcement that it
is recalibrating some of the weights and relative importance
attached to certain rating factors within its current bank rating
methodologies.  Capital adequacy, in particular, takes on
increasing importance in determining the bank financial strength
rating in the current environment.  (See Moody's special comment
of February 2009 titled "Calibrating Bank Ratings in the Context
of the Global Financial Crisis.")

Moody's last rating action was on March 12, 2009, when Synovus'
ratings were placed on review for possible downgrade.

Synovus Financial Corporation, which is headquartered in Columbus,
GA, reported total assets of $36 billion as of December 31, 2008.

Issuer: Columbus Bank & Trust Company

Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from C+
  -- Issuer Rating, Downgraded to Ba3 from A2
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: First Commercial Bank

Downgrades:

  -- Bank Financial Strength Rating, Downgraded to D from C+
  -- OSO Senior Unsecured OSO Rating, Downgraded to Ba3 from A2
  -- Senior Unsecured Deposit Rating, Downgraded to Ba2 from A2
  -- OSO Rating, Downgraded to NP from P-1
  -- Deposit Rating, Downgraded to NP from P-1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review

Issuer: Synovus Financial Corp.

Downgrades:

  -- Subordinate Regular Bond/Debenture, Downgraded to B2 from
     Baa1

Outlook Actions:

  -- Outlook, Changed To Negative From Rating Under Review


SYNTAX-BRILLIAN: Wins Confirmation of Liquidating Plan
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
confirmed the Chapter 11 liquidation plan of Syntax-Brillian Corp.
over objections by a dissident shareholder who wanted the Chapter
11 case dismissed for fraud, Bloomberg's Bill Rochelle said.

According to the report, the Plan proposes to set up liquidating
trusts to sell assets and distribute proceeds to secured and
unsecured creditors.  Bloomberg relates that the explanatory
disclosure statement did not provide for the estimated recovery by
secured and unsecured creditors given the uncertainty about how
much will be collected in lawsuits.

The Company said it owes $125 million under a prepetition credit
facility and unsecured claims against it will total
$65 million to $100 million.

In 2008, Syntax-Brillian cut a deal to sell its business assets to
Olevia International Group LLC.  On September 10, 2008, OIG told
the Bankruptcy Court that it won't pursue the deal, contending
that the Debtors irreparably breached various covenants and
representations contained in the Purchase Agreement, causing
various Closing Conditions to fail, and rendering it unable to
comply with its obligations under the Purchase Agreement.  OIG
also accused the Debtors of violating their sale contract by
losing business from Target Corp., the Debtors' main customer.
The following day, the Debtors filed a lawsuit asking the Court to
compel Olevia to complete the purchase.  On October 10, the
Bankruptcy Court denied OIG's emergency request to excuse it from
its obligations.  OIG took an appeal of that order.

After the buyer failed to complete the sale, the bankruptcy judge
held the buyer and its officers in contempt, forfeited the buyer's
$5 million deposit and directed two of the buyer's officers to pay
$3 million a week until they made up the remainder of the purchase
price.  The bankruptcy judge also ordered the two arrested in
connection with contempt proceedings.  The sale was never
completed, so the plan will have liquidating trusts dispose of the
assets.  The company did sell its Vivitar camera business, with
$11.8 million in proceeds given to secured creditors.

The outcome for unsecured creditors will turn on the success of a
lawsuit brought in November by the creditors' committee against
officers and directors seeking more than $300 million in damages.
The suit was filed before the time ran out on claims covered by
Syntax's directors and officer's liability insurance policy.

                       About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief July 8,
2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A. Mitchell,
Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at Greenberg
Traurig LLP in New York, represent the Debtors as counsel.
Victoria Counihan, Esq., at Greenburg Traurig LLP in Wilmington,
Delaware, represents the Debtors as Delaware counsel. Five members
compose the Official Committee of Unsecured Creditors.  Pepper
Hamilton, LLP, represents the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' balloting, notice, and
claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


TABORA FARMS BAKERY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Tabora Farms Bakery, Inc.
         500 W. 2nd Street
         Cozad, NE 69130

Bankruptcy Case No.: 09-41084

Chapter 11 Petition Date: April 22, 2009

Court: U.S. Bankruptcy Court
       District of Nebraska (Lincoln Office)

Debtor's Counsel: Galen E. Stehlik, Esq.
                  Lauritsen, Brownell, Brostrom, Stehlik
                  724 W. Koenig
                  P.O. Box 400
                  Grand Island, NE 68802
                  (308) 382-8010
                  Fax: (308) 382-8018
                  Email: galens@lauritsenlaw.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/neb09-41084.pdf

The petition was signed by J. Roger Eatherton, president of the
Company.


TEMPE LAND: Chapter 11 Plan Contemplates Completion of Condos
-------------------------------------------------------------
Tempe Land Company LLC filed a Chapter 11 plan of reorganization
and a disclosure statement describing the plan in the United
States Bankruptcy Court for the District of Arizona on April 6,
2009.

The Plan is premised on the completion of construction of Debtor's
property in phases, funded by debtor-in-possession financing and
by revenues from condominium sales and rentals.  The Debtor
projects that over a 5-year period, this development and
sale/rental activity will generate $170 million in net profits
that will be available to fund the claims of creditors.  In
addition, the Plan is premised on a 100% payment to creditors over
a 5 to 7-year period.  The amount and timing of distributions
under the Plan are dependent on future events -- the funding of
debtor-in-possession financing, the rate of sales of condominium
units, and other parts of the property and market factors.

The plan classifies all creditors into 13 classes.  Among other
things, there is about $46,840,865 of general unsecured claims
against the Debtor, wherein $30,000,000 is held by Tempe
Centerpoint Construction LLC, the general contractor for the
Debtor's property that consist of four parcel of land located on
the southwest corner of Sixth Street and Maple Avenue in the "Mill
District" of Tempe, Arizona.

The property was not completed after the Debtor defaulted in a
certain debt obligations.  The Debtor said the construction is
projected to cost about $60 million that will be funded through:

   i) advances of up to $43 million to be provided by EFO
      Financial Group LLC, and

  ii) net profits of up to $20 million generated by the sales and
      rentals of residential unity after the EFO Financial
      financing is full paid.

On Feb. 19, 2009, the Debtor received a preliminary commitment
from EFO Financial in the maximum amount of $43.3 million priced
at 14% per annum.  The loan will mature 24 months from closing of
the initial advance.  EFO will be granted superpriority
administrative expenses claims status over all other
administrative expense claims.

Several entities objected to the Debtor's DIP loan including Ceco
Concrete Construction LLC, Mortgages Ltd., Performance Contracting
Inc., Sun Valley Masonry Inc., Central Cabinet & Supply Co. LLC,
and Powers Steel & Wire Products Inc.

A full-text copy of the Debtor's disclosure statement is available
for free at http://ResearchArchives.com/t/s?3bd0

A full-text copy of the Debtor's plan of reorganization is
available for free at http://ResearchArchives.com/t/s?3bd1

Headquartered in Tempe, Arizona, Tempe Land Company LLC is a
condominium developer.  The Company filed for Chapter 11
protection on December 5, 2008 (Bankr. D. Ariz. Case No.
08-17587).  David WM Engelman, Esq., at Engelman Berger, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed both
assets and debts between $100 million and $500 million.


THE PLAZA LLC: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: The Plaza LLC
        189 S Orange Ave, Suite 920
        Orlando, FL 32801

Bankruptcy Case No.: 09-04661

Chapter 11 Petition Date: April 9, 2009

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

Judge: Karen S. Jennemann

Debtor's Counsel: Elizabeth A. Green, Esq.
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue, Suite 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  Email: bankruptcynotice@lseblaw.com

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

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

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb09-04661.pdf

The petition was signed by Cameron Kuhn, manager of The Plaza
Holdings LLC, a member of the company.


TITAN COMMERCIAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Titan Commercial Contractors, Inc.
        212 Churchill Dr
        Burley, ID 83318

Bankruptcy Case No.: 09-40498

Chapter 11 Petition Date: April 9, 2009

Court: U.S. Bankruptcy Court District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Kent David Jensen, Esq.
                  POB 276
                  Burley, ID 83318
                  Tel: (208) 878-3366
                  Fax: (208) 878-3368
                  Email: kdjlaw@pmt.org

Total Assets: $4,577,500

Total Debts: $3,292,120

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/idb09-40498.pdf

The petition was signed by Todd Page, authorized representative.


TITLEMAX HOLDINGS: Taps Gray & Pannell as Local Bankruptcy Counsel
------------------------------------------------------------------
TitleMax Holdings, LLC, and its debtor-affiliates ask the U.S.
Southern District of Georgia to employ Gray & Pannell LLP as its
local bankruptcy counsel.

Gray & Pannell will assist DLA Piper LLP (US), proposed counsel of
the Debtors, in rendering various services to the Debtors.

The Debtors relate that Gray & Pannell and DLA Piper will avoid
duplication of services and unnecessary expense.

Marvin A. Fentress, Esq., a partner of Gray & Pannell LLP, tells
the Court that the Debtors paid Gray & Pannell a $300,000 retainer
for professional fees and expenses in its representation of the
Debtors and for legal services performed prior to Debtors' filing
of their bankruptcy petitions.

Mr. Fentress adds that his hourly rate is $250 while the hourly
rate of Kandace Harvey, Esq., is $175.

Other lawyers and paralegal may also render services to the
Debtors as needed.

Mr. Fentress assures the Court that Gray & Pannell is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Fentress can be reached at:

     Gray & Pannell LLP
     P.O. Box 8050
     Savannah, GA 31412
     Tel: (912) 443-4040
     Fax: (912) 443-4041

                       About Titlemax Holdings

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title,and CheckMax is a closely
held title-lending company with about 550 locations in seven
states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash, was founded in 1998 and has 1,800
employees.  It has operations is Georgia, South Carolina,
Tennessee, Mississippi, Missouri, Virginia and Illinois.

The Company and its affiliates filed for Chapter 11 protection on
April 20, 2009 (Bankr. S. D. Ga. Lead Case No. 09-40805).  DLA
Piper LLP represents the Debtors in its restructuring efforts.
The Company has assets and debts both ranging from
$100 million to $500 million.


TITLEMAX HOLDINGS: Wants to Hire DLA Piper as Bankruptcy Counsel
----------------------------------------------------------------
TitleMax Holdings, LLC, and its debtor-affiliates ask the U.S.
Southern District of Georgia for permission to employ DLA Piper
LLP (US) as their bankruptcy counsel.

DLA Piper will:

   a. advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their business and properties;

   b. attend meetings and negotiating with representatives of
      creditors and other parties in interest and advising and
      consulting on the conduct of cases, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

   c. take all necessary action to protect and preserve the
      Debtors' estates, including prosecution of actions on its
      behalf, the defense of any actions commenced against the
      estates, negotiations concerning litigation in which the
      Debtors may be involved and objections to claims filed
      against the estates;

   d. prepare, on behalf of the Debtors, motions, applications,
      answers, orders, reports, and papers necessary to the
      administration of the estates;

   e. prepare and negotiate on the Debtors' behalf Plan of
      Reorganization, disclosure statement, and all related
      agreements and documents and taking any necessary action on
      behalf of the Debtors to obtain confirmation of the plan;

   f. advise the Debtors in connection with the sale of their
      assets and take all steps necessary to maximize the value of
      the Debtors' assets for the benefit of creditors;

   g. perform other necessary legal services and providing other
      necessary legal advice to the Debtors in connection with
      the Chapter 11 cases; and

   h. appear before the Court, any appellate courts, and the
      United States Trustee, and protecting the interests of the
      Debtors' estates before the courts and the United States
      Trustee.

Thomas R. Califano, Esq., a partner of DLA Piper, tells the Court
that the Debtors paid DLA Piper $617,484 for prepetition services.
In addition, DLA Piper has kept $500,000 to be held as a retainer
for professional fees and expenses.

Mr. Califano adds that his hourly rate is $835 and the hourly
rates of other principal lawyers to represent the Debtors are:

     Jeremy Johnson                             $695
     Christopher Thomson                        $590
     Mark Smith                                 $430
     William Currie                             $370

Other lawyers and paralegal will also render services to the
Debtors as needed.

Mr. Califano assures the Court that DLA Piper is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Califano can be reached at:

     DLA Piper LLP
     1251 Avenue of the Americas
     New York, NY 10020-1104
     Tel: (212) 335-4500
     Fax: (212) 335-4501

                       About Titlemax Holdings

Savannah, Georgia-based Titlemax Holdings LLC dba TitleMax,
TitleBucks, US TitlePawn, American Title,and CheckMax is a closely
held title-lending company with about 550 locations in seven
states -- Georgia, South Carolina, Tennessee, Mississippi,
Missouri, Virginia and Illinois.  It holds customers' vehicle
titles in exchange for cash, was founded in 1998 and has 1,800
employees.  It has operations is Georgia, South Carolina,
Tennessee, Mississippi, Missouri, Virginia and Illinois.

The Company and its affiliates filed for Chapter 11 protection on
April 20, 2009 (Bankr. S. D. Ga. Lead Case No. 09-40805).  Gray &
Pannell LLP represents the Debtors in its restructuring efforts.
The Company has assets and debts both ranging from $100 million to
$500 million.


ULTRA STORES: Loan Okayed on Interim, U.S. Trustee Has Objection
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized, on an interim basis, Ultra Stores, Inc., and its
debtor-affiliates to:

   i) obtain and incur debt up to $3 million from Bank of America,
      N.A., as agent for certain lenders; and

  ii) use cash collateral in which BofA, as agent for certain
      pre-petition lenders and Crystal Capital Fund Management,
      L.P. have an interest;

iii) grant the prepetition secured parties replacement liens and
      a superpriority claim, the first lien adequate protection
      payments as adequate protection.

The Court will convene another hearing to consider approval of a
further use of cash collateral and access to the DIP loans on
April 28, 2009.  Objections are due on April 24, 2009.

The Debtors related that the funds from the interim DIP facility
and the use of cash collateral would enable them to continue
operations and administer and preserve the value of their estates.

The Debtors have been unable to obtain credit for borrowed money
without granting to the DIP secured parties the dip protection.

                         Prepetition Loans

Prior to Ultra Stores' voluntary petition date, La Salle Business
Credit, LLC, as agent for a group of lenders which are
predecessor-in-interest to BofA, made loans available to Ultra, on
a revolving basis, secured by first priority liens on
substantially all of the Debtors' assets, pursuant to a credit
agreement dated as of April 30, 2007, as amended.

The credit agreement provided for borrowings up to $35.00 million.
The principal loan balance with Bank of America is $11.19 million
and the outstanding letters of credit total $166,881.

As further security for repayment of the BofA loans, the Debtors'
wholly-owned non-debtor subsidiaries, Ultra Store Puerto Rico,
Inc., and Ultra Stores USVI, Inc., executed a guaranty dated as of
April 30, 2007.

As security for the BofA loans, the parties entered into a
security agreement whereby Untra Stores Inc., Ultra Puerto Rico
and Ultra USVI pledged their right, title and interest in personal
property.

The Debtors entered into a term loan agreement dated as of
April 30, 2007, pursuant to which a $15 million term loan was made
to Ultra.  The principal balance on the Crystal Loan, as of the
petition date id $15.97 million.

As security for repayment of the Crystal loan, the parties entered
into a security, whereby Ultra pledged its right, title and
interest in its personal property.

Prior to the petition date, the Debtors reached an informal
agreement-in-principle with Bank of America, N.A., Crystal Capital
Fund, L.P. and the Unofficial Trade Vendor Committee regarding a
proposed formal restructuring and recapitalization of the Debtors'
affairs to be contained in a consensual Plan of Reorganization.
pursuant to that agreement, the Debtors will file a Plan or
Reorganization in order to effectuate the terms of the agreement
with their creditors.

                 Salient Terms of the DIP Facility

Borrower:             Ultra Stores, Inc.

Guarantors:           Each of the Domestic Subsidiaries of the
                      Borrower.

Interim DIP Facility: The total amount of the Interim DIP Facility
                      will be $3.00 million.

Maturity:             All obligations under the Interim DIP
                      Facility, accrued or otherwise, would be due
                      and payable in full on April 28, 2009
                      unless a further interim order reasonably
                      acceptable to the DIP Agent is entered by
                      that date.

Borrowing Base:       The aggregate amount of loans made and
                      letters of credit issued under the Interim
                      DIP Facility will at no time exceed the
                      lesser of $3.00 million or the Borrowing
                      Base.

                      The Borrowing Base will be calculated as:
                      (a) 90% multiplied by the face amount of
                      Eligible Credit Card Receivables; plus
                      (b) the lesser of (A) $6.50 million or (B)
                      (i) the Cost of Eligible Inventory
                      consisting of Licensed Department Inventory,
                      net of Inventory Reserves, multiplied by
                      (ii) 90% of the Appraised Value of Eligible
                      Inventory consisting of Licensed Department
                      Inventory; plus (c) without duplication of
                      clause (b) above, (i) the Cost of Eligible
                      Inventory located at store locations of the
                      Loan Parties, net of Inventory Reserves,
                      multiplied by (ii) 90% of the Appraised
                      Value of Eligible Inventory located at store
                      locations of the Loan Parties; minus (d) the
                      amount of pre-petition obligations then owed
                      to BofA, as pre-petition agent for the pre-
                      petition lenders; minus (e) the then amount
                      of all Availability Reserves, including,
                      without limitation, a reserve in the amount
                      of the Professional Fee Carve Out; minus (f)
                      the Availability Block.

Letter of Credit Fees: Letters of Credit will bear a fee equal to
                       4.00% per annum payable monthly in arrears.
                       In addition, the Borrower will pay a
                       fronting fee equal to 0.125% per annum for
                       each letter of credit issued, together with
                       the Bank's customary fees and charges in
                       connection with the issuance, negotiation,
                       amendment, and extension of letters of
                       credit.

Default Pricing:       The interest rates and the letter of credit
                       fees will be increased by 2% per annum upon
                       the occurrence of any event of default.

The agreement contained certain events of default.

As adequate protection, the Debtors will grant the pre-petition
secured parties additional and replacement security interests and
liens in the DIP Collateral.  The Replacement Liens of BofA will
be junior only to the DIP Liens and the Carve-Out and otherwise
will not be made subject to or pari passu with any lien or
security interest by any court order.

The prepetition secured parties also will have an allowed
superpriority administrative expense claim.  The superpriority
claim of BofA will be junior only to the DIP Liens and the Carve-
Out and the superpriority claim of Crystal Capital Fund
Management, L.P., will be junior only to the DIP liens, the Carve-
Out, and the pre-petition Liens, Replacement Liens and
superpriority claim of BofA.

                          Cash Collateral

The Debtors are authorized to use cash collateral in an amount not
to exceed $4.00 million during the period commencing immediately.

                   U.S. Trustee, Et Al., Objects

Diana G. Adams, the U.S. Trustee for Region 2, filed objections to
the DIP loan and the cash collateral use.  The U.S. Trustee
related that:

   -- the Debtors have not demonstrated that their proposal is
      "reasonable" as their budget shows that they are operating
      at a loss into the foreseeable future;

   -- the Debtors' carve-out provisions fail to provide for
      reasonable fees or expenses of a Chapter 7 Trustee and
      unduly limit U.S. Trustee quarterly fees;

   -- the Debtors unduly limit the ability of any official
      committee to challenge the validity of the liens;

   -- the motion violates the provision by limiting the challenge
      period for any official committee to 30 days from the date
      of the commencement of the bankruptcy case;

   -- default dates and conditions are overly aggressive; and

   -- professional fees of BofA and Crystal must be subject to
      review.

The Ad Hoc Committee of Trade Creditors had a "limited objection",
pointing out that the carve-out and professional fee budget does
not appear to function properly to fund the contemplated
professional fees expected to be incurred in this case.  The Ad
Hoc Committee asks that the Court deny the motion as it fails to
provide for the payment of professional fees and expenses prior to
an event of default or any funds in a wind-down scenario and grant
it in all other respects.

                     About Ultra Stores, Inc.

Ultra Stores, Inc. -- http://www.ultradiamonds.com/-- doing
business as Ultra Diamond And Gold, operates as a specialty
retailer of fine jewelry in the United States.  It manufactures
and imports diamonds, gemstones, and gold jewelry.  The Company
also offers platinum, silver, titanium, tungsten, cubic zirconia,
moissanite, and pearls.  The Company was formerly known as Ultra
of Illinois, Inc., and changed its name to Ultra Stores, Inc., in
November 1997.  Ultra Stores, Inc., was founded in 1991 and is
based in Chicago, Illinois.

Ultra Stores and its affiliates filed for Chapter 11 bankruptcy
protection on April 9, 2009 (Bankr. S.D. N.Y. Case No. 09-11854).
Andrew C. Gold, Esq., and Frederick E. Schmidt, Esq., at Herrick,
Feinstein LLP assists the Debtors in their restructuring efforts.
The Debtors listed $10 million to $50 million in assets and
$10 million to $50 million in debts.


ULTRA STORES: U.S. Trustee Names 5 to Creditors Committee
---------------------------------------------------------
Diana G. Adams, U.S. Trustee for Region 2, appointed five members
to the Official Committee of Unsecured Creditors of the Chapter 11
cases of Ultra Stores, Inc., and its debtor-affiliates.

The panel consists of:

1. Simon Property Group, Inc.
   Attn: Ronald Tucker, Esq.
   225 W. Washington Street
   Indianapolis, IN 46204
   Tel: (317) 263-7901

2. Hyperion Industries, LTD
   Attn: Itay Ariel
   No. 2160-1066 West Hastings Street
   Vancouver, BC
   Tel: (604) 669-9562

3. Diamstar Jewelry (India)
   Attn: Alkesh Shah
   PVT, Ltd
   G-9 Gem and Jewelry Complex II
   Seepz, Andheri (East)
   India

4. Vaishali Diamond Corp.
   Attn: Rajesh Shah
   579 5th Avenue, Suite 1475
   New York, NY 10017
   Tel: (212) 308-6033

5. Kiran Jewels (India)
   Attn: Tejas Shah
   521 5th Avenue, Suite 601
   New York, New York 10075
   Tel: (212) 819-0215

                     About Ultra Stores, Inc.

Ultra Stores, Inc. -- http://www.ultradiamonds.com/-- doing
business as Ultra Diamond And Gold, operates as a specialty
retailer of fine jewelry in the United States.  It manufactures
and imports diamonds, gemstones, and gold jewelry.  The Company
also offers platinum, silver, titanium, tungsten, cubic zirconia,
moissanite, and pearls.  The Company was formerly known as Ultra
of Illinois, Inc., and changed its name to Ultra Stores, Inc., in
November 1997.  Ultra Stores, Inc., was founded in 1991 and is
based in Chicago, Illinois.

Ultra Stores and its affiliates filed for Chapter 11 bankruptcy
protection on April 9, 2009 (Bankr. S.D. N.Y. Case No. 09-11854).
Andrew C. Gold, Esq., and Frederick E. Schmidt, Esq., at Herrick,
Feinstein LLP assists the Debtors in their restructuring efforts.
The Debtors listed $10 million to $50 million in assets and
$10 million to $50 million in debts.


ULTRA STORES: U.S. Trustee Sets Meeting of Creditors for May 28
---------------------------------------------------------------
Diana G. Adams, U.S. Trustee for Region 2, will convene a meeting
of creditors in Ultra Stores, Inc. and its debtor-affiliates'
Chapter 11 case on May 28, 2009, at 2:30 p.m., at Office of the
United States Trustee, 80 Broad Street, Fourth Floor, New York
City.

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.

Ultra Stores, Inc. -- http://www.ultradiamonds.com/-- doing
business as Ultra Diamond And Gold, operates as a specialty
retailer of fine jewelry in the United States.  It manufactures
and imports diamonds, gemstones, and gold jewelry.  The Company
also offers platinum, silver, titanium, tungsten, cubic zirconia,
moissanite, and pearls.  The Company was formerly known as Ultra
of Illinois, Inc., and changed its name to Ultra Stores, Inc., in
November 1997.  Ultra Stores, Inc., was founded in 1991 and is
based in Chicago, Illinois.

Ultra Stores and its affiliates filed for Chapter 11 bankruptcy
protection on April 9, 2009 (Bankr. S.D. N.Y. Case No. 09-11854).
Andrew C. Gold, Esq., and Frederick E. Schmidt, Esq., at Herrick,
Feinstein LLP assists the Debtors in their restructuring efforts.
The Debtors listed $10 million to $50 million in assets and
$10 million to $50 million in debts.


UNIVERSAL PROPERTIES: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Universal Properties Group LLC
        264 S La Cienega Blvd
        Beverly Hills, CA 90211

Bankruptcy Case No.: 09-18349

Chapter 11 Petition Date: April 9, 2009

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Mohammad A. Asadi, Esq.
                  9935 S. Santa Monica Blvd.
                  Beverly Hills, CA 91356
                  Tel: 310-623-1676
                  Fax: 310-271-6893

Total Assets: $2,500,000

Total Debts: $1,774,417

A list of the Debtor's 4 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb09-18349.pdf

The petition was signed by Farshad Ahoubim, officer.


U.S. INSURANCE GROUP: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtors: U.S. Insurance Group, LLC
             dba U.S. Transportation Insurance Agency, LLC
         736 Market Street
         Suite 1100
         Chattanooga, TN 37402

Bankruptcy Case No.: 09-12487

Chapter 11 Petition Date: April 22, 2009

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Judge R. Thomas Stinnett

Debtors' Counsel: Thomas E. Ray, Esq.
                  Samples, Jennings, Ray & Clem
                  130 Jordan Drive
                  Chattanooga, TN 37421
                  (423) 892-2006
                  Email: tn10@ecfcbis.com

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

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

A list of the Company's 20 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/tneb09-12487.pdf

The petition was signed by Russ Huston.


VAL OF BELLEFONTAINE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Val of Bellefontaine Ohio, Inc.
           dba Super 8 Motel
        1117 N. Main Street
        Bellefontaine, OH 43311

Bankruptcy Case No.: 09-53752

Chapter 11 Petition Date: April 7, 2009

Court: U.S. Bankruptcy Court Southern District of Ohio (Columbus)

Judge: John E. Hoffman

Debtor's Counsel: Steven L. Diller
                  124 East Main Street
                  Van Wert, OH 45891
                  Tel: (419) 238-5025
                  Email: dillerlaw@adelphia.net

Total Assets: $1,736,100

Total Debts: $1,917,776

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohsb09-53752.pdf

The petition was signed by Narendra Patel, president.


W.R. GRACE: Court Approves 2009-2011 Incentive Plan
---------------------------------------------------
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware authorized W.R. Grace & Co. and its
affiliates to implement their 2009-2011 long term incentive plan.

As reported by the Troubled Company Reporter on April 1, 2009, on
behalf of Grace and its affiliates, Kathleen P. Makowski, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York, said the Debtors'
long-term incentive program requires that a renewed LTIP be
implemented each calendar year, with no more than three LTIPs in
effect in any year.  The Court has previously entered seven orders
authorizing the Debtors to implement their long-term incentive
plans:

      Date of Order             Period of LTIP
      -------------             --------------
      August 26, 2002           2002-2004 LTIP
      March 26, 2006            2003-2005 LTIP
      June 9, 2004              2004-2006 LTIP
      July 13, 2005             2005-2007 LTIP
      July 24, 2006             2006-2008 LTIP
      August 29, 2007           2007-2009 LTIP
      August 26, 2008           2008-2010 LTIP

The provisions of the 2009-2011 LTIP are essentially the same as
the provisions under the 2008-2010 LTIP, except that the
aggregate targeted award will be decreased based on the
recommendation of Watson Wyatt Worldwide, the compensation
consultant of the Debtors' Board of Directors.

The 2009-2011 LTIP provides for a cash payout award component
equal to 50% of the total targeted award of $12.5 million for key
employees, and a grant of stock options for shares of the W.R.
Grace & Co. stock for the remaining 50% of the total targeted
award.

If earned, total aggregate cash awards under the 2009-2011 LTIP
would be:

                    Targeted           Maximum
     Year           Cash Payout       Cash Payout
    -------         ------------      ------------
     2011           $2.08 million      $2.08 million
     2012           $4.17 million      $10.42 million
     Total          $6.25 million      $12.50 million

Cash awards to key employees, if earned, will be made in one-
third installment in 2011 and two-thirds installment in 2012.

Performance criteria for the cash awards are:

  (a) Business performance for cash awards is measured on a
      three-year performance period, commencing with 2009.

  (b) The applicable compounded annual 3-year growth rate in
      core earnings before interest and taxes (EBIT) to achieve
      a cash payment of 100% of the 2009-2011 LTIP target award
      will be 6% per annum.  Core EBIT for the 3-year period is
      adjusted for changes in pension expense and LTIP expense
      (Core EBIT).

  (c) Partial payouts for EBIT growth rates between 0% and 6%
      will be implemented on a straight-line basis.

  (d) Cash payments under the 2009-2011 LTIP will be increased
      at EBIT compounded annual growth rates in excess of the
      6%, up to a maximum of 200% of the Base Target Cash Award
      at an annual compounded EBIT growth rate of 25%.

  (e) Cash payouts, if earned, will occur in one-third
      installment in 2011 and two-third installment in 2012.
      The one-third installment after 2011 is limited to one-
      third of the Base Targeted Cash Award.

  (f) Cash payout adjustments for a "significant acquisition"
      and a "significant divestiture" applicable to the
      calculation of cash awards under the 2008-2010 LTIP and
      the 2007-2009 LTIP will also apply to cash awards under
      the 2008-2010 LTIP.

The 2009-2011 LTIP targets an award value of $12.5 million in the
aggregate, excluding that for the Debtors' chief executive
officer, which award value has decreased from the $15.8 million
target value in 2008-2010 LTIP.

Ms. Makowski said the company's compensation committee has
decided to reset its long term incentive award strategy to
reflect the 50th percentile of the Debtors' industry peer group,
instead of the 60th percentile that has been in place before
these Chapter 11 cases up to the implementation of the 2008-2010
LTIP.

Moreover, under the 2009-2011 LTIP, the Debtors anticipate
granting options covering about 2 million shares of Grace Stock,
including those for the CEO.  The stock options granted under the
2009-2011 LTIP will be deemed to have the same value as the
options granted under the 2008-2010 LTIP, based on the
recommendation of Watson Wyatt.  Ms. Makowski noted that the
number of shares of Grace Stock covered by grants under the 2009-
2011 LTIP will be about the same number as covered by grants last
year under the 2008-2010 LTIP.

The "strike price" of the stock options awarded under the 2009-
2011 LTIP will be the market price of Grace Stock as of the award
date.  One third of the awarded stock options would vest each
year in 2010, 2011, and 2012.  The stock options would generally
be exercisable for five years after grant.

The Debtors must provide sufficient incentives to motivate and
retain their high-performing employees during the pendency of
their Chapter 11 cases.  This would maximize the likelihood of a
successful restructuring for the Debtors, Ms. Makowski said.

Meanwhile, the Court granted the Debtors' request to contribute
$8,533,803 to their retirement plans for April 2009, as required
by federal law.  Laura Davis Jones, Esq., at Pachulski Stang Ziehl
& Jones LLP, in New York, said she did not receive any timely
objection relating to the request.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court Approves New Contract for CEO Fred Festa
----------------------------------------------------------
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware authorized W.R. Grace & Co. and its
affiliates to proceed with the employment agreement they entered
into with Alfred E. Festa as their chief executive officer.

As reported by the Troubled Company Reporter on April 1, Grace and
its debtor-affiliates seek authority to enter into an employment
agreement with Mr. Festa, to extend his term as chief executive
officer.

Mr. Festa has been CEO of the Debtors since June 1, 2005.  He
assumed the position of CEO pursuant to a written agreement with
the Debtors, dated January 19, 2005, which agreement expires on
May 31, 2009.  The Debtors' Board of Directors, according to
Theodore L. Freedman, Esq., at Kirkland & Ellis LLP, in New York,
has determined that Mr. Festa should continue to be retained in
the CEO position.

Mr. Freedman said since Mr. Festa became CEO, each of the Debtors'
businesses have performed well.  In 2008, Grace's core EBIT is
$300 million compared to 2004's $179 million.  In 2008, despite
difficult economic conditions, at the end of the year total
revenues increased to $3.317 million.

Moreover, Mr. Freedman said that during Mr. Festa's tenure as
CEO, the Debtors have resolved a substantial portion of their
liabilities subject to compromise and moved closer to resolution
of their Chapter 11 cases.  Specifically, in April 2008, the
Debtors entered into an agreement-in-principle to settle all
present and future asbestos-related personal injury claims
against the Debtors.  On March 9, 2009, the Court approved the
Disclosure Statement explaining the Debtors' Joint Plan of
Reorganization.

Thus, the Debtors' Board believes Mr. Festa continues to make
significant contributions to the Debtors' business performance as
CEO, and therefore continuity of his leadership of the Debtors'
will benefit their estates.

                          2009 CEO Agreement

The CEO Agreement, valid for four years beginning June 1, 2009,
entitles Mr. Festa to:

  (a) an initial annual salary of $936,000;

  (c) a 100% targeted award under the Debtors' annual incentive
      compensation program; and

  (d) participation in each of the Debtors' annual long-term
      incentive compensation program having a targeted value of
      $3.2 million under the 2009-2010 Long-term Incentive Plan
      for Key Employees.

In all other respects, the 2009 CEO Agreement is essentially the
same as the 2005 CEO Agreement, Mr. Freedman says.

Mr. Freedman tells the Court that Mr. Festa has accepted the terms
of the 2009 CEO Agreement.

The Debtors relate that they did not receive timely objections to
their motion to extend the employment contract with Mr. Festa to
continue as their CEO.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court Approves ZAI Claimants Settlement on Final Basis
-----------------------------------------------------------------
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware approved the settlement between W.R. Grace &
Company and its debtor affiliates and the U.S. Zonolite Attic
Insulation Claimants, on a final basis, after finding that the
settlement is fair, reasonable and adequate.

The settlement, which Judge Fitzgerald described as the product of
careful negotiations by experienced counsel, provides that
Reorganized Grace, pursuant to the first amended plan of
reorganization, will make two fixed payments of $30 million each,
plus up to eight contingent annual payments of $10 million each
year over the next 20 years, if the assets in the ZAI fund are
below $10 million on any date after the fifth anniversary of plan
confirmation.

Judge Fitzgerald also found that the ZAI class claims facility to
be established under Section 524(g) of the Bankruptcy Code will
afford a reasonable procedure for U.S. ZAI claimants to receive
compensation for ZAI-related costs.  The potential $140 million
fund to assist with ZAI remedial action as contemplated by the
settlement and Grace's first amended plan is "certainly a fair and
adequate outcome for a class that otherwise faced serious
obstacles on the merits and additional risks involved in
maintaining a litigation class throughout the trial stage", Judge
Fitzgerald ruled.

To receive a 55% contribution for their ZAI-related abatement
expenses up to the negotiated cap, U.S. ZAI claimants need only
establish their ownership interest in the property, the existence
of ZAI on their property, and their having incurred abatement or
removal costs associated with ZAI.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Court Okays Kirkland's $6.7MM Bill for Jul-Sept. Work
-----------------------------------------------------------------
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware allowed the fee applications of various
professionals employed in the bankruptcy cases of W.R. Grace and
its affiliates, for the period from July 1 through September 30,
2008:

Professional                               Fees        Expenses
-------------                           ----------    ----------
Kirkland & Ellis, LLP                   $6,746,496     $633,229
Orrick, Herrington & Sutcliff            1,205,059       69,589
Stroock & Stroock & Lavan LLP              645,093       12,148
Reed Smith LLP                             572,574      118,419
Blackstone Advisory Services               525,000       12,482
Anderson Kill & Olick, P.C.                447,536        2,675
PricewaterhouseCoopers LLP                 434,451       13,205
Caplin & Drysdale, Chartered               403,262       20,327
Capstone Advisory Group, LLC               304,426        2,273
Kramer Levin Naftalis & Frank              271,548        6,212
Steptoe & Johnson LLP                      205,229        3,752
Casner & Edwards LLP                       195,029       42,629
BMC Group                                  160,090       14,203
Pachulski Stang Ziehl & Jones              153,224       89,175
Piper Jaffrey & Co.                        150,000        1,576
Beveridge & Diamond, P.C.                  144,089          987
Tre Angeli LLC                             140,000        1,219
Bilzin Sumberg Dunn Baena Pri              119,534       22,902
Charter Oak Financial Consult              108,193           84
Duanne Morris LLP                           77,335        3,148
Warren H. Smith & Associates,               72,471        1,465
Campbell & Levine, LLC                      67,307        6,211
Baker, Donelson, Bearman, Cal               60,000           83
Buchanan Ingersoll & Rooney P               59,625        1,014
Ferry Joseph & Pearce, P.A.                 54,906        5,129
Foley Hoag PP                               50,590          176
Day Pitney LLP                              50,137          471
Legal Analysis Systems, Inc.                48,158            0
Woodcock Washburn LLP                       38,962          762
Protiviti Inc.                              37,013        2,539
Deloitte & Touch LLP                        34,843        7,519
Towers Perrin Tillinghast                   33,976           65
Deloitte & Touch LLP                        29,655          787
Phillips Goldman & Spence, P.               27,323        2,666
Fragomen, Del Ray, Bernsen &                20,500        8,232
David T. Austern                            16,750        2,203
Holme Robertz & Owens, LLP                  11,821        6,656
Nelson Mullins Riley & Scarborough LLP       4,296           42
Holme Robertz & Owens, LLP                   1,138        3,551
Hamilton, Rabinovitz & Alschuler, Inc.         937            0

The Court also allowed payment of $9,635 for expenses incurred
during the Fee Period by Motley Rice, LLC, a member of the
Official Committee of Asbestos Personal Injury Claimants.
Moreover, the Court allowed payment to Ogilvy Renault LLP of
C$387,223 in fees earned and C$660 in expenses incurred during the
period.

According to Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, in a certification filed in
Court, that the fee auditor recommended the amounts for the
Court's approval.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Texas Comptroller Objects to Plan Confirmation
----------------------------------------------------------
The Texas Comptroller of Public Accounts objects to the first
amended Joint Plan of Reorganization of W.R. Grace & Company and
its debtor affiliates specifically on the provision that enjoins
all set-off rights, including the set-off rights of tax
authorities.

"The Plan should not alter tax authorities' rights of set-off
under applicable laws," William A. Frazell, Esq., assistant
attorney general of Bankruptcy & Collections Division, in Austin,
Texas, tells Judge Judith K. Fitzgerald of the U.S. Bankruptcy
Court for the District of Delaware.  The Texas Comptroller has
filed an administrative expense claim for postpetition franchise
taxes aggregating $173,764 against the Debtors and intends to
assert its rights of set-off under applicable Texas state law to
recover the claim by applying any postpetition refund claims held
by the Debtors, Mr. Frazell tells the Court.

Accordingly, The Texas Comptroller asks the Court to deny
confirmation of the Plan unless the Plan "defect" is cured.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

As reported by the Troubled Company Reporter on March 11, 2009,
the Bankruptcy Court approved the disclosure statement explaining
the First Amended Chapter 11 Joint Plan of Reorganization filed by
W.R. Grace and its debtor affiliates, the Official Committee of
Asbestos Personal Injury Claimants, the Asbestos PI Future
Claimants' Representative and the Official Committee of Equity
Security Holders, and authorized Grace to begin soliciting plan
votes.

The Court scheduled a two-phase confirmation hearing:

  -- Hearings on June 22 to 25 to deal with objections by
     insurance companies; and

  -- Hearings on Sept. 8 to 11 for objections related to claims
     from the facility in Libby, Montana.

The Chapter 11 plan is built around an April 2008 settlement for
all present and future asbestos personal injury claims, and a
subsequent settlement for asbestos property damage claims.

Parties entitled to vote on the Plan must file objections to Plan
confirmation, if any, no later than 4:00 p.m. Eastern time on
May 20, 2009.  Supplements to the Plan may be filed until May 10.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


WARD STREET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Ward Street Associates
         638 Main Street
         Poughkeepsie, NY 12601-3704
         914-762-1500

Bankruptcy Case No.: 09-35974

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Judge Cecelia G. Morris

Debtors' Counsel: David C. Reback, Esq.
                  Reback & Potash, LLP
                  10 Fiske Place
                  Suite 521
                  Mt. Vernon, NY 10550
                  (914) 665-0055
                  Fax: (914) 665-0062
                  Email: dcreback1@yahoo.com

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

Estimated Debts: $50,000,001 to $100,000,000

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

The petition was signed by Frank DiPietro, member of the Company.


WEST FAMILY: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: West Family Restaurant, Inc.
        P O Box 488
        Cleveland, GA 30528

Bankruptcy Case No.: 09-21492

Chapter 11 Petition Date: April 9, 2009

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

Judge: Robert Brizendine

Debtor's Counsel: John C. Pennington, Esq.
                  P.O. Box 275
                  Helen, GA 30545
                  Tel: (706) 878-0033
                  Fax: (706) 878-9916
                  Email: jcppc@windstream.net

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

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

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb09-21492.pdf

The petition was signed by Cathy J. Wilson, secretary.


WHITNEY LAKE: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Whitney Lake Tract B-1, LLC
        3069 Sugarberry Lane
        Johns Island, SC 29455

Bankruptcy Case No.: 09-02687

Chapter 11 Petition Date: April 9, 2009

Court: United States Bankruptcy Court District of South Carolina

Judge: John E. Waites

Debtor's Counsel: Michael Conrady, Esq.
                  Campbell Law Firm, PA
                  PO Box 684
                  Mt. Pleasant, SC 29465
                  Tel: 843-884-6874
                  Email: mconrady@campbell-law-firm.com

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

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/scb09-02687.pdf

The petition was signed by John D. Lisi, authorized
representative.


WINGSPEED CORPORATION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtors: Wingspeed Corporation
            fka Flytimer Corporation
         30 Domino Drive
         Concord, MA 01742

Bankruptcy Case No.: 09-41483

Chapter 11 Petition Date: April 21, 2009

Court: U.S. Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Judge Joel B. Rosenthal

Debtors' Counsel: Donald R. Lassman, Esq.
                  Law Offices of Donald R. Lassman
                  P.O. Box 920385
                  Needham, MA 02492
                  (781) 455-8400
                  Email: drlesq@comcast.net

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

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

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/mab09-41483.pdf

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


WYNN RESORTS: Bank Loan Amendment Won't Move Moody's 'Ba3' Rating
-----------------------------------------------------------------
Moody's Investors Service says that Wynn Resorts, Limited's
ratings are not immediately affected by the company's announcement
that Wynn Las Vegas, LLC, entered into a bank loan amendment that
provides additional covenant flexibility and extends the
expiration date of its revolver to 2013 from 2011.  Wynn Las Vegas
is a wholly-owned subsidiary of Wynn Resorts that owns and
operates Wynn Resorts' Las Vegas casino and resort assets.

The last rating action took place on July 18, 2008 when Moody's
affirmed Wynn Resorts' Ba3 Corporate Family Rating and revised its
rating outlook to negative from stable.

Wynn Resorts currently owns and operates hotel resort properties
in Las Vegas, Nevada and Macau, China.  The company generates
approximately $3 billion of consolidated net revenue.


YELLOWSTONE CLUB: Creditors Say $346-Mil. "Looted" by T. Blixseth
-----------------------------------------------------------------
Matthew Brown at The Associated Press reports that Yellowstone
Clube creditors said that former owner Tim Blixseth used a 2005
loan meant for the Company to pay for plush airplanes, sprawling
estates in France, Mexico, and Scotland, and a private island in
the Caribbean.

"Enticed by the riches available from Credit Suisse, the Blixseths
chose to breach their fiduciary duties (and) abandon the
Yellowstone Club."

According to The AP, the creditors are seeking to have the
$375 million loan arranged by Credit Suisse declared illegal.  The
AP states that the creditors want Credit Suisse to return to
Yellowstone Club $146.4 million in principal and interest already
paid.  Creditors' attorney Thomas Beckett said in court documents,

Mr. Blixseth looted Yellowstone Club before transferring control
to his wife, Edra, as part of their divorce settlement in August
2008, The AP says, citing Mr. Beckett.

The AP relates that Mr. Blixseth's attorney argued that the money
is client took from the loans was deserved, and that Yellowstone
Club's bankruptcy was due to economic forces.  There was nothing
improper about the deal and it was approved by numerous attorneys,
which included Mr. Blixseth's attorney Steven Brown, The AP
states, citing Credit Suisse.  The AP states that Mr. Brown now
sits on the creditors' committee that is suing Credit Suisse.

Yellowstone Club, according to The AP, will be auctioned in May,
with a starting minimum bid of $100 million.

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Mountain Club Inc. filed for Chapter 11 on Nov. 10,
2008 (Bankr. D. Montana, Case No. 08-61570).  The Company's owner
affiliate Edra D. Blixseth, filed for Chapter 11 on March 27 (Case
No. 09-60452).  Ms. Blixseth listed estimated assets of
$100 million to $500 million and estimated debts of $500 million
to $1 billion.


ZIONS BANCORPORATION: S&P Cuts Rating on Preferred Shares to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
counterparty credit rating on Zions Bancorporation to 'BBB-/A-3'
from 'BBB+/A-2'.  The outlook is negative.

S&P also lowered its rating on the company's preferred shares to
'B' from 'BB+', which is five notches below the long-term
counterparty credit rating and reflects S&P's view of increased
deferral risk.  At the same time, S&P lowered S&P's long-term
counterparty credit rating on one of its three primary banking
subsidiaries, Zions First National Bank, to 'BBB' from 'A-'.

"The rating actions result from several factors, including
significant net losses, a continued deterioration in credit
quality, and a material decline in its tangible common equity
capital ratio.  S&P also expects net losses to persist throughout
2009, hurt by high loan-loss provisions.  S&P believes Zions'
financial flexibility and ability to raise capital could be
reduced," said Standard & Poor's credit analyst Robert Hansen,
CFA.

S&P is concerned by the reported increase in nonperforming assets
in the first quarter and the potential for further deterioration,
notably in the commercial real estate loan portfolio.  To
illustrate, NPAs (including delinquencies) to total loans plus
other real estate owned increased to nearly 4.5% at March 31,
2009, from about 3% at Dec. 31, 2008, by S&P's calculation.

The company's earnings have declined in recent quarters due to
higher loan-loss provisions, notably within its CRE portfolio, and
various impairment charges.  In addition, unrealized losses in the
company's securities portfolio could be significant and remain a
ratings concern.  Within the securities portfolio S&P is most
concerned by its roughly $2.7 billion portfolio of collateralized
debt obligations.  S&P thinks additional markdowns in this
portfolio are likely.

The negative outlook reflects S&P's view that the rating remains
under pressure in the current economic environment.  It also
includes S&P's expectation that credit quality will deteriorate
further and that operating losses will persist throughout 2009.
S&P could lower the ratings if credit quality, earnings, or
capital deteriorate beyond S&P's current expectations for the
rating level.  Specifically, S&P would view negatively further
material declines in either Zions' capital ratios or its ratio of
loan-loss reserves to NPAs, as well as any potential funding
issues.  Conversely, S&P could raise the ratings, which S&P views
as less likely, if financial performance improves significantly.


* Fitch Sees Negative Trend in U.S. Public Finance Rating Actions
-----------------------------------------------------------------
Fitch Ratings notes a significantly negative trend in U.S. Public
Finance rating actions during the first quarter of 2009 (1Q'09),
accelerating a decline in municipal credit from 2008.  This
deterioration reflects the severe recessionary macro-economic
environment, dislocations in the credit markets, and increased
fiscal and liquidity pressures.

In the 1Q'09, Fitch's U.S. Public Finance group upgraded
underlying ratings on only 40 credits totaling $12.9 billion in
par value, while it downgraded underlying ratings on 56 credits
totaling $84.2 billion.  This resulted in an upgrade-to-downgrade
ratio of only 0.71:1 in terms of rating changes and a ratio of
0.15:1 on a par value basis.  This was considerably worse than the
annual ratios for 2007 and 2008, which were 3.67:1 in terms of
rating changes and 8.6:1 in terms of par value and 1.59:1 in terms
of rating changes and 5.13:1 in terms of par value, respectively.
Fitch notes also that last quarter saw the largest number of Fitch
U.S. Public Finance rating downgrades since at least 2002, when
Fitch began reporting quarterly municipal rating change totals.
The number of downgrades in the last quarter was nearly two-thirds
of the total number of downgrades in all of 2008 and greater than
the total number of downgrades in all of 2007.

The bulk of the par value in downgrades was attributable to the
state of California, whose $51.4 billion in general obligation
(GO) bonds were downgraded to 'A' from 'A+'; $8.9 billion in
lease-supported bonds were downgraded to 'A-' from 'A'; and
$8.7 billion in special tax bonds were downgraded to 'A' from 'A+'
(California's special tax bonds were downgraded previously during
the 1Q'09 from 'AA-').  Other significant downgrades were the
Florida Department of Environmental Protection's $2.6 billion
Florida Forever and Preservation 2000 bonds and $200 million
Florida Everglades bonds (downgraded to 'A-' from 'A+'); Tennessee
Energy Acquisition Corporation's $2 billion gas prepaid revenue
bonds (downgraded to 'A+' from 'AA-' following Fitch's downgrade
of Goldman Sachs Group to 'A+' from 'AA-'); and various bonds
issued on behalf of Detroit, Michigan (the city) including
$1.5 billion Detroit Retirement System's Funding Trust
certificates of participation (downgraded to 'BB' from 'BBB'), the
city's $530 million unlimited tax GO bonds (downgraded to 'BB'
from 'BB+'), and the city's $314 million limited tax GO bonds
(downgraded to 'BB-' from 'BB').  The largest upgrades on a par
basis were for Energy Northwest, WA's $6.6 billion electric
revenue bonds (upgraded to 'AA' from 'AA-'), and the Frisco
Independent School District's $1.1 billion unlimited tax general
obligation bonds (upgraded to 'A+' from 'A').

During the 1Q'09, there were 20 upgrades and 29 downgrades in the
tax-backed sector, four upgrades and eight downgrades in
healthcare, six upgrades and seven downgrades in water & sewer,
three upgrades and five downgrades in public power, no upgrades
and four downgrades in transportation, and four upgrades and no
downgrades in tax-exempt housing.

The ratio of Positive to Negative Rating Watches and Outlooks
indicates the declining trend in public finance ratings is likely
to continue for some time.  As of the end of the 1Q'09, 44 credits
were on Rating Watch Negative, up from 25 credits at the end of
the 1Q'08.  Five were on Rating Watch Positive at the end of the
1Q'09, down from seven at the end of the 1Q'08.  During 1Q'09, six
credits were taken off Rating Watch Negative (four of them in
conjunction with a downgrade, and one due to a rating withdrawal),
while 11 were placed on Rating Watch Negative.  Massachusetts
Turnpike Authority's Metropolitan Highway System revenue bonds and
subordinated revenue bonds were taken off and then placed back on
Rating Watch Negative within the 1Q'09.

There were 90 credits with a Positive Rating Outlook and 177 with
a Negative Rating Outlook at the end of the 1Q'09, yielding a
ratio of 0.51:1, down from 1.08:1 at the end of the 1Q'08; 1Q'09
was the fifth consecutive quarter that this ratio declined.


* Home Mortgage Cram-Down Bill Inches Forward in U.S. Senate
------------------------------------------------------------
Bill Rochelle at Bloomberg said April 23 that a bill that would
allow bankruptcy judges to modify existing home mortgages for
people in bankruptcy is now inching forward in the U.S. senate.

A report by Bloomberg last week said that while the House of
Representatives have approved the legislation, Senate Democrats
are scaling back legislation that would let bankruptcy judges
alter mortgage terms because lawmakers don't have enough votes for
passage.

Bloomberg relates that the "cram-down" bill would allow bankruptcy
judges to modify distressed borrowers' mortgages closer to the
lower market value of their homes, even over the objections of
creditors.  Judges would be able to reduce principal, lower the
interest rate, change the maturity or convert the loan to a fixed
rate.  The House legislation would apply to all loans, while
bankers and credit union executives lobbied to limit it solely to
subprime mortgages.


* BOOK REVIEW: The First Junk Bond: A Story of Corp. Boom & Bust
----------------------------------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Paperback:  256 pages
List Price: US$34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981203/internetbankrupt

This is a book that business people will find particularly
enlightening.  It details how Texas International, Inc.'s
bankruptcy filing affected various stakeholders, the bankruptcy
negotiation process, and the alternative post-bankruptcy
structures that were considered.

This engrossing book follows the extraordinary journey of the
company through its corporate growth and decline, debt exchange
offers, and corporate rebirth.

It is a case study of a company that exemplified the 1980s,
complete with fascinating people, financial innovations, and
successive rounds of high stakes poker, as the misfortunes of
the company unfold.

Detailed is the involvement of Drexel Lambert banking house and
its guiding spirit Michael Milken, who secured fresh capital for
the company through the issuance of a high-yield bond with an
above-market rate of interest to counterbalance its elevated
credit risk.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ma. Theresa Amor J. Tan Singco, Ronald C. Sy, Joel Anthony
G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                   *** End of Transmission ***